Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Aug. 31, 2023 | Oct. 02, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001731348 | |
Entity Registrant Name | Tilray Brands, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Aug. 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, $0.0001 par value per share | |
Trading Symbol | TLRY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 730,289,573 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position (Current Period Unaudited) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 177,519 | $ 206,632 |
Restricted cash | 1,613 | 0 |
Marketable securities | 287,333 | 241,897 |
Accounts receivable, net | 82,076 | 86,227 |
Inventory | 232,075 | 200,551 |
Prepaids and other current assets | 44,943 | 37,722 |
Assets held for sale | 3,696 | 0 |
Total current assets | 829,255 | 773,029 |
Capital assets | 494,619 | 429,667 |
Right-of-use assets | 5,605 | 5,941 |
Intangible assets | 967,568 | 973,785 |
Goodwill | 2,009,673 | 2,008,843 |
Interest in equity investees | 4,638 | 4,576 |
Long-term investments | 7,564 | 7,795 |
Convertible notes receivable | 74,681 | 103,401 |
Other assets | 8,647 | 222 |
Total assets | 4,402,250 | 4,307,259 |
Current liabilities | ||
Bank indebtedness | 14,594 | 23,381 |
Accounts payable and accrued liabilities | 238,081 | 190,682 |
Contingent consideration | 7,181 | 16,218 |
Warrant liability | 10,015 | 1,817 |
Current portion of lease liabilities | 2,324 | 2,423 |
Current portion of long-term debt | 13,489 | 24,080 |
Current portion of convertible debentures payable | 251,590 | 174,378 |
Total current liabilities | 537,274 | 432,979 |
Long - term liabilities | ||
Contingent consideration | 13,000 | 10,889 |
Lease liabilities | 7,462 | 7,936 |
Long-term debt | 152,390 | 136,889 |
Convertible debentures payable | 120,861 | 221,044 |
Deferred tax liabilities | 169,633 | 167,364 |
Other liabilities | 74 | 215 |
Total liabilities | 1,000,694 | 977,316 |
Commitments and contingencies (refer to Note 18) | ||
Stockholders' equity | ||
Common stock ($0.0001 par value; 980,000,000 common shares; 723,292,600 and 656,655,455 common shares issued and outstanding, respectively) | 72 | 66 |
Preferred shares ($0.0001 par value; 10,000,000 preferred shares authorized; nil and nil preferred shares issued and outstanding, respectively) | 0 | 0 |
Additional paid-in capital | 5,909,895 | 5,777,743 |
Accumulated other comprehensive loss | (43,561) | (46,610) |
Accumulated Deficit | (2,487,032) | (2,415,507) |
Total Tilray Brands, Inc. stockholders' equity | 3,379,374 | 3,315,692 |
Non-controlling interests | 22,182 | 14,251 |
Total stockholders' equity | 3,401,556 | 3,329,943 |
Total liabilities and stockholders' equity | $ 4,402,250 | $ 4,307,259 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Current Period Unaudited) (Parentheticals) - $ / shares | Aug. 31, 2023 | May 31, 2023 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 980,000,000 | 980,000,000 |
Common stock, shares issued (in shares) | 723,292,600 | 656,655,455 |
Common stock, shares outstanding (in shares) | 723,292,600 | 656,655,455 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Net revenue | $ 176,949 | $ 153,211 |
Cost of goods sold | 132,753 | 104,597 |
Gross profit | 44,196 | 48,614 |
Operating expenses: | ||
General and administrative | 40,516 | 40,508 |
Selling | 6,859 | 9,671 |
Amortization | 22,225 | 24,359 |
Marketing and promotion | 8,535 | 7,248 |
Research and development | 79 | 166 |
Change in fair value of contingent consideration | (11,107) | 211 |
Litigation costs | 2,034 | 445 |
Restructuring costs | 915 | 0 |
Transaction (income) costs | 8,502 | (12,816) |
Total operating expenses | 78,558 | 69,792 |
Operating loss | (34,362) | (21,178) |
Interest expense, net | (9,835) | (4,413) |
Non-operating income (expense), net | (4,402) | (32,992) |
Loss before income taxes | (48,599) | (58,583) |
Income tax expense | 7,264 | 7,211 |
Net loss | (55,863) | (65,794) |
Total net income (loss) attributable to: | ||
Stockholders of Tilray Brands, Inc. | (71,525) | (73,482) |
Non-controlling interests | 15,662 | 7,688 |
Other comprehensive gain (loss), net of tax | ||
Foreign currency translation gain (loss) | 3,209 | (60,292) |
Unrealized gain (loss) on convertible notes receivable | 0 | (2,525) |
Total other comprehensive loss, net of tax | 3,209 | (62,817) |
Comprehensive loss | (52,654) | (128,611) |
Total comprehensive income (loss) attributable to: | ||
Stockholders of Tilray Brands, Inc. | (68,476) | (132,450) |
Non-controlling interests | $ 15,822 | $ 3,839 |
Weighted average number of common shares - basic (in shares) | 691,189,382 | 575,301,374 |
Weighted average number of common shares - diluted (in shares) | 691,189,382 | 575,301,374 |
Net loss per share - basic (in dollars per share) | $ (0.10) | $ (0.13) |
Net loss per share - diluted (in dollars per share) | $ (0.10) | $ (0.13) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | 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, 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 | ||||||||||||
Shares issued to purchase HEXO convertible note receivable (in shares) | 33,314,412 | |||||||||||||||||
Shares issued to purchase HEXO convertible note receivable | $ 3 | 107,269 | 0 | 0 | 0 | 107,272 | ||||||||||||
HTI Convertible Note - conversion feature | $ 0 | $ 9,055 | $ 0 | $ 0 | $ 0 | $ 9,055 | ||||||||||||
Share issuance - Double Diamond Holdings dividend settlement (in shares) | 1,529,821 | |||||||||||||||||
Share issuance - Double Diamond Holdings dividend settlement | $ 1 | 5,063 | 0 | 0 | 0 | 5,064 | ||||||||||||
Share issuance - options exercised (in shares) | 3,777 | |||||||||||||||||
Share issuance - options exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Share issuance - RSUs exercised (in shares) | 950,893 | |||||||||||||||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Shares effectively repurchased for employee withholding tax | 0 | (1,189) | 0 | 0 | 0 | (1,189) | ||||||||||||
Stock-based compensation | 0 | 9,193 | 0 | 0 | 0 | 9,193 | ||||||||||||
Dividends declared to non-controlling interests | 0 | 0 | 0 | 0 | (8,561) | (8,561) | ||||||||||||
Net comprehensive (loss) income | $ 0 | 0 | (58,968) | (73,482) | 3,839 | (128,611) | ||||||||||||
Balance (in shares) at Aug. 31, 2022 | 600,954,939 | |||||||||||||||||
Balance at Aug. 31, 2022 | $ 60 | 5,641,348 | (79,732) | (1,036,333) | 37,839 | 4,563,182 | ||||||||||||
Balance (in shares) at May. 31, 2023 | 656,655,455 | |||||||||||||||||
Balance at May. 31, 2023 | $ 66 | 5,777,743 | (46,610) | (2,415,507) | 14,251 | 3,329,943 | ||||||||||||
Share issuance - Double Diamond Holdings dividend settlement (in shares) | 5,004,735 | |||||||||||||||||
Share issuance - Double Diamond Holdings dividend settlement | $ 0 | 8,146 | 0 | 0 | 0 | 8,146 | ||||||||||||
Share issuance - RSUs exercised (in shares) | 3,912,481 | |||||||||||||||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Shares effectively repurchased for employee withholding tax | 0 | (4,860) | 0 | 0 | 0 | (4,860) | ||||||||||||
Stock-based compensation | 0 | 8,257 | 0 | 0 | 0 | 8,257 | ||||||||||||
Dividends declared to non-controlling interests | 0 | 0 | 0 | 0 | (7,891) | (7,891) | ||||||||||||
Net comprehensive (loss) income | $ 0 | 0 | 3,049 | (71,525) | 15,822 | (52,654) | ||||||||||||
Share issuance - HEXO acquisition (in shares) | 39,705,962 | |||||||||||||||||
Share issuance - HEXO acquisition | $ 4 | 65,158 | 0 | 0 | 0 | 65,162 | ||||||||||||
Share issuance - acquisition settlement (in shares) | 865,426 | |||||||||||||||||
Share issuance - acquisition settlement | $ 0 | $ 3,953 | $ 0 | $ 0 | $ 0 | $ 3,953 | $ 0 | 1,500 | 0 | 0 | 0 | 1,500 | ||||||
Share issuance - HTI convertible note (in shares) | 17,148,541 | |||||||||||||||||
Share issuance - HTI convertible note | $ 2 | 49,998 | 50,000 | |||||||||||||||
Balance (in shares) at Aug. 31, 2023 | 723,292,600 | |||||||||||||||||
Balance at Aug. 31, 2023 | $ 72 | $ 5,909,895 | $ (43,561) | $ (2,487,032) | $ 22,182 | $ 3,401,556 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Cash used in operating activities: | ||
Net (loss) income | $ (55,863) | $ (65,794) |
Adjustments for: | ||
Deferred income tax recovery | 59 | 796 |
Unrealized foreign exchange (gain) loss | (3,127) | 10,026 |
Amortization | 30,789 | 34,069 |
Loss (gain) on sale of capital assets | 3 | 77 |
Other non-cash items | (816) | 2,080 |
Stock-based compensation | 8,257 | 9,193 |
Loss on long-term investments & equity investments | 47 | 1,193 |
Loss on derivative instruments | 10,345 | 6,336 |
Change in fair value of contingent consideration | (11,107) | 211 |
Change in non-cash working capital: | ||
Accounts receivable | 13,044 | (3,068) |
Prepaids and other current assets | (4,654) | (34,891) |
Inventory | 3,650 | (232) |
Accounts payable and accrued liabilities | (6,469) | (6,265) |
Net cash used in operating activities | (15,842) | (46,269) |
Cash used in investing activities: | ||
Investment in capital and intangible assets, net | (4,152) | (3,000) |
Proceeds from disposal of capital and intangible assets | 342 | 1,463 |
Purchase of marketable securities, net | (45,436) | 0 |
Net cash acquired from business acquisitions | 22,956 | 0 |
Net cash used in investing activities | (26,290) | (1,537) |
Cash provided by (used in) financing activities: | ||
Share capital issued, net of cash issuance costs | 0 | 129,593 |
Shares effectively repurchased for employee withholding tax | 0 | (1,189) |
Proceeds from long-term debt and convertible debt | 29,174 | 1,288 |
Repayment of long-term debt and convertible debt | (6,369) | (5,196) |
Repayment of lease liabilities | 0 | (1,035) |
Net increase in bank indebtedness | (8,787) | 159 |
Net cash provided by (used in) financing activities | 14,018 | 123,620 |
Effect of foreign exchange on cash and cash equivalents | 614 | (1,080) |
Net decrease in cash and cash equivalents | (27,500) | 74,734 |
Cash and cash equivalents, beginning of period | 206,632 | 415,909 |
Cash and cash equivalents, end of period | $ 179,132 | $ 490,643 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Note 1. The accompanying unaudited condensed interim consolidated financial statements (the “financial statements”) reflect the accounts of the Company for the quarterly period ended August 31, 2023 not 10 May 31, 2023 not These condensed interim consolidated financial statements have been prepared on the going concern basis which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due, under the historical cost convention except for certain financial instruments that are measured at fair value, as detailed in the Company’s accounting policies. All amounts in the unaudited condensed interim consolidated financial statements, notes and tables have been rounded to the nearest thousand, except par values and per share amounts, unless otherwise indicated. Basis of consolidation Subsidiaries are entities controlled by the Company. Control exists when the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity. The financial statements of subsidiaries are included in the condensed interim consolidated financial statements from the date that control commences until the date that control ceases. A complete list of our subsidiaries that existed prior to our most recent year end is included in the Annual Report, except for the entities acquired within Note 6 August 31, 2023. Marketable securities We classify term deposits and other investments that have maturities of greater than three one Long-term investments Investments in equity securities of entities over which the Company does not Investments in entities over which the Company does not may not 820 Convertible notes receivable Convertible notes receivable include various investments in which the Company has the right, or potential right to convert the indenture into common stock of the investee and are classified as available-for-sale and are recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect, are excluded from income and reflected in other comprehensive income (loss), and the cumulative effect is reported as a separate component of shareholders' equity until realized. We use judgement to assess convertible notes receivables for impairment at each measurement date. Convertible notes receivables are impaired when a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the statements of loss and comprehensive loss and a new cost basis for the investment is established. We also evaluate whether there is a plan to sell the security, or it is more likely than not Earnings (loss) per share Basic earnings (loss) per share is computed by dividing reported net income (loss) attributable to stockholders of Tilray Brands, Inc. 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) attributable to stockholders of Tilray Brands, Inc. 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 12 In computing diluted earnings (loss) per share, common share equivalents are not three August 31, 2023 August 31, 2022, Revenue Revenue is recognized when the control of the promised goods or services, through performance obligation, is transferred/provided to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for the performance obligations. Excise taxes remitted to tax authorities are government-imposed excise taxes on cannabis and beer. Excise taxes are recorded as a reduction of sales in net revenue in the consolidated statements of operations and recognized as a current liability within accounts payable and accrued liabilities on the consolidated balance sheets, with the liability subsequently reduced when the taxes are remitted to the tax authority. In addition, amounts disclosed as net revenue are net of excise taxes, sales tax, duty tax, allowances, discounts and rebates. In determining the transaction price for the sale of goods or services, the Company considers the effects of variable consideration and the existence of significant financing components, if any. We may may may On July 12, 2022, 24 June 22, 2023, 6 New accounting pronouncements not In August 2023, 2023 05, Business Combination - Joint Venture Formations 805 60 2023 05” 2023 05 June 1, 2026. New accounting pronouncements recently adopted In October 2021, 2021 08, Business Combinations (Subtopic 805 2021 08” 2021 08 June 1, 2023, not |
Note 2 - Inventory
Note 2 - Inventory | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | Note 2. Inventory consisted of the following: August 31, May 31, 2023 2023 Plants $ 19,152 $ 10,884 Dried cannabis 102,711 89,801 Cannabis trim - 322 Cannabis derivatives 10,406 9,229 Cannabis vapes 4,076 1,173 Packaging and other inventory items 17,932 19,997 Wellness inventory 11,788 11,164 Beverage alcohol inventory 31,434 27,837 Distribution inventory 34,576 30,144 Total $ 232,075 $ 200,551 |
Note 3 - Capital Assets
Note 3 - Capital Assets | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 3. Capital assets consisted of the following: August 31, May 31, 2023 2023 Land $ 36,076 $ 30,635 Production facility 330,012 344,627 Equipment 271,992 185,422 Leasehold improvement 7,786 7,753 Construction in progress 9,727 8,048 $ 655,593 $ 576,485 Less: accumulated amortization (160,974 ) (146,818 ) Total $ 494,619 $ 429,667 |
Note 4 - Intangible Assets
Note 4 - Intangible Assets | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 4. Intangible assets consisted of the following items: August 31, May 31, 2023 2023 Customer relationships & distribution channel $ 618,672 $ 614,062 Licenses, permits & applications 369,479 366,793 Non-compete agreements 12,432 12,394 Intellectual property, trademarks, knowhow & brands 592,545 583,468 1,593,128 $ 1,576,717 Less: accumulated amortization (209,716 ) $ (187,088 ) Less: impairments (415,844 ) (415,844 ) Total $ 967,568 $ 973,785 As of August 31, 2023 May 31, 2023 Expected future amortization expense for intangible assets as of August 31, 2023 Amortization 2024 (remaining nine months) $ 55,895 2025 73,414 2026 73,414 2027 73,414 2028 73,414 Thereafter 434,357 Total $ 783,908 |
Note 5 - Goodwill
Note 5 - Goodwill | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | Note 5. The following table shows the carrying amount of goodwill by reporting units: August 31, May 31, Reporting Unit 2023 2023 Cannabis $ 2,640,669 $ 2,640,669 Distribution 4,458 4,458 Beverage alcohol 120,802 120,802 Wellness 77,470 77,470 Effect of foreign exchange 8,705 7,875 Impairments (842,431 ) (842,431 ) Total $ 2,009,673 $ 2,008,843 |
Note 6 - Business Acquisitions
Note 6 - Business Acquisitions | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 6. Business a cquisitions Acquisition of Montauk Brewing Company, Inc. On November 7, 2022, December 31, 2025, 23 The table below summarizes fair value of the assets acquired and the liabilities assumed at the effective acquisition date. 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 18,540 Intellectual property, trademarks & brands ( 15 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 In the event that the Montauk acquisition had occurred on June 1, 2022, three August 31, 2022 three August 31, 2022, not Acquisition of HEXO Corp. On June 22, 2023, The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value may Amount Consideration Shares $ 63,927 Settlement of convertible notes receivable 28,720 Warrants assumed 47 Estimated fair value of HEXO stock-based compensation 1,188 Net assets acquired Current assets Cash and cash equivalents 14,634 Restricted cash 1,657 Accounts receivable 7,855 Asset held for sale 755 Prepaids and other current assets 2,530 Inventory 27,495 Long-term assets Prepaid expenses 8,384 Capital assets 70,782 Intellectual property, trademarks & brands ( 15 2,000 Interest in equity investee 3,145 Total assets 139,237 Current liabilities Accounts payable and accrued liabilities 45,355 Total liabilities 45,355 Total net assets acquired $ 93,882 Included in accounts payable and accrued liabilities was $12,856 of litigation settlement accruals as of June 22, 2023. In the event the HEXO Acquisition had occurred on June 1, 2022, three August 31, 2023 2022, three August 31, 2023, 2022, not Acquisition of Truss Beverage Co. On August 3, 2023, CAD$100 not 57.5% The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value of the net assets acquired may Amount Consideration Cash consideration $ 74 Investment in equity investees 3,145 Contingent consideration 4,181 Net assets acquired Current assets Cash and cash equivalents 6,739 Accounts receivable 1,038 Prepaids and other current assets 78 Inventory 2,573 Asset held for sale 2,960 Long-term assets Intangible assets 296 Total assets 13,684 Current liabilities Accounts payable and accrued liabilities 5,408 Other liabilities 876 Total liabilities 6,284 Total net assets acquired 7,400 In the event that the Truss acquisition had occurred on June 1, 2022 three August 31, 2023 2022, three August 31, 2023, 2022, not |
Note 7 - Convertible Notes Rece
Note 7 - Convertible Notes Receivable | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 7. Convertible notes receivable is comprised of the following: August 31, May 31, 2023 2023 HEXO Convertible Note $ - $ 28,720 MedMen Convertible Note 74,681 74,681 Total convertible notes receivable 74,681 103,401 Deduct - current portion - - Total convertible notes receivable, non current portion $ 74,681 $ 103,401 HEXO Convertible Note On June 22, 2023, 6 MedMen Convertible Note On August 31, 2021, August 17, 2028. The MedMen Convertible Note was based upon the fair value of the collateral assets net of disposal costs. In the prior year, the Company used the Black-Scholes model using the following assumptions: the risk-free rate of 3.50%; nil; nil; 60%; The Company did not three August 31, 2023, |
Note 8 - Long-term Investments
Note 8 - Long-term Investments | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Investment [Text Block] | Note 8. Long term investments consisted of the following: August 31, May 31, 2023 2023 Equity investments measured at fair value $ 2,064 $ 2,144 Equity investments under measurement alternative 5,500 5,651 Total $ 7,564 $ 7,795 |
Note 9 - Accounts Payable and A
Note 9 - Accounts Payable and Accrued Liabilities | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 9. Accounts payable and accrued liabilities are comprised of: August 31, May 31, 2023 2023 Trade payables $ 78,971 $ 70,819 Accrued liabilities 129,517 78,007 Accrued payroll and employment related taxes 6,826 18,772 Income taxes payable 15,727 14,934 Accrued interest 6,974 8,102 Other accruals 66 48 Total $ 238,081 $ 190,682 |
Note 10 - Bank Indebtedness
Note 10 - Bank Indebtedness | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Short-Term Debt [Text Block] | Note 10. Aphria Inc., a subsidiary of the Company, has an operating line of credit in the amount of C$1,000, August 31, 2023 not 265 CC Pharma GmbH, a subsidiary of the Company, has two €7,000 €500 August 31, 2023 €6,967 €7,500. €7,000 €500 Four Twenty Corporation ( “420” August 31, 2023 420's |
Note 11 - Long-term Debt
Note 11 - Long-term Debt | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Long-Term Debt [Text Block] | Note 11. The following table sets forth the net carrying amount of long-term debt instruments: August 31, May 31, 2023 2023 Credit facility - C$ 66,000 3 10 November 2025 $ 44,400 $ 45,260 Term loan - C$ 25,000 1.00 5 15 181 July 2033 10,905 10,959 Term loan - C$ 25,000 1.00 5 15 196 July 2033 13,105 13,092 Term loan - C$ 1,250 1.50 5 10 12 August 2026 330 346 Mortgage payable - C$ 3,750 1.50 5 20 23 August 2026 2,128 2,104 Term loan ‐ € 5,000 2.15 5 250 December 2023 545 803 Term loan ‐ € 1,200 4.26 1 100 December 2023 442 755 Term loan ‐ € 1,500 2.00 5 94 April 2025 732 819 Term loan ‐ € 3,500 4.59 5 52 August 2028 3,702 1,706 Mortgage payable - $ 22,635 1.5 10 10 57 October 2030 20,688 20,863 Term loan - $ 70,000 5 875 1,750 June 2028 70,000 65,000 Carrying amount of long-term debt 166,977 161,707 Unamortized financing fees (1,098 ) (738 ) Net carrying amount 165,879 160,969 Less principal portion included in current liabilities (13,489 ) (24,080 ) Total noncurrent portion of long-term debt $ 152,390 $ 136,889 During the quarter ended August 31, 2023, "420" June 30, 2028 "420 "420 420 "420 420 June 30, 2023. 420 August 31, 2023, 25 420 As of August 31, 2023 |
Note 12 - Convertible Debenture
Note 12 - Convertible Debentures Payable | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Convertible Debentures [Text Block] | Note 12. The following table sets forth the net carrying amount of the convertible debentures payable: August 31, May 31, 2023 2023 5.20 $ 120,861 $ 100,476 HTI Convertible Note - 47,834 5.25 124,453 120,568 5.00 127,137 126,544 Total 372,451 395,422 Deduct - current portion 251,590 174,378 Total convertible debentures payable, non current portion $ 120,861 $ 221,044 HTI Convertible Note August 31, May 31, 2023 2023 4.00 $ — $ 50,000 Unamortized discount — (2,166 ) Net carrying amount $ — $ 47,834 On July 12, 2022, September 1, 2023. August 31, 2023, 14 TLRY 27 August 31, May 31, 2023 2023 5.20 $ 172,500 $ 150,000 Unamortized discount (51,639 ) (49,524 ) Net carrying amount $ 120,861 $ 100,476 The TLRY 27 May 30, 2023 June 9, 2023 27 27 5.20% June 15 December 15 June 15, 2027, 27 not 23 24, 27 second June 15, 2027. 27 The TLRY 27 not June 20, 2025 may 27 27 may 27 27 not APHA 24 August 31, May 31, 2023 2023 5.25 $ 350,000 $ 350,000 Debt settlement (213,260 ) (213,260 ) Fair value adjustment (12,287 ) (16,172 ) Net carrying amount $ 124,453 $ 120,568 The APHA 24 April 2019, June 1 December 1 June 1, 2024, 24 24 not 23 27, Holders of the APHA 24 may $1 December 1, 2023 June 1, 2024. may 24 may $1 December 1, 2023, (a) the last reported sales price of the common shares for at least 20 trading days during a period of 30 consecutive trading days immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (b) during the five five $1 24 (c) the Company calls any or all of the APHA 24 (d) upon occurrence of a specified corporate event. The Company 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 APHA 24 August 31, 2023 August 31, 2022 – As at August 31, 2023 May 31, 2023 During the three August 31, 2023 2022, TLRY 23 August 31, May 31, 2023 2023 5.00 $ 277,856 $ 277,856 Principal amount paid (150,526 ) (150,526 ) Unamortized discount (193 ) (786 ) Net carrying amount $ 127,137 $ 126,544 The TLRY 23 April 1 October 1 may 23 23 October 1, 2023, no five 23, The TLRY 23 not 27 24, The TLRY 23 may first 365 may one thousand August 31, 2023 23, may Prior to the close of business on the business day immediately preceding April 1, 2023, 23 April 1, 2023 September 30, 2023, may 23, $1 25 As of August 31, 2023 23. three August 31, 2023 |
Note 13 - Warrant Liability
Note 13 - Warrant Liability | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Warrants [Text Block] | Note 13. As of August 31, 2023 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 three August 31, 2023 may may 3 9 1933 not may may may not The Company estimated the fair value of warrants outstanding at August 31, 2023 3 Expected volatility is based on both historical and implied volatility of the Company’s common stock. |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | Note 14. Issued and outstanding As of August 31, 2023 nil During the three August 31, 2023 a) 39,705,962 shares in connection with the HEXO Acquisition, see Note 6 b) 865,426 shares to settle a contractual change of control severance in the amount of $1,500 incurred in connection with the HEXO Acquisition. c) 5,004,735 shares to settle dividends payable to the non-controlling shareholders of Aphria Diamond in the amount of $8,146. d) 17,148,541 shares for the settlement of the HTI Convertible Note payable see Note 12 e) 3,912,481 shares in connection with the exercise of previously awarded stock-based compensation awards. The Company maintains stock-based compensation plans as disclosed in our Annual Financial Statements. For the three August 31, 2023 2022, During the three August 31, 2023 2022, 2,540,394 not For the three months ended August 31, 2023 2022 Stock options $ — $ 604 RSUs 8,257 8,589 Total $ 8,257 $ 9,193 |
Note 15 - Accumulated Other Com
Note 15 - Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | Note 15. Accumulated other comprehensive loss includes the following components: Unrealized Foreign loss on currency convertible translation notes gain (loss) receivables Total Balance May 31, 2022 $ 54,413 $ (75,177 ) (20,764 ) Other comprehensive loss (56,443 ) (2,525 ) (58,968 ) Balance at August 31, 2022 $ (2,030 ) $ (77,702 ) $ (79,732 ) Balance May 31, 2023 $ (46,610 ) $ — $ (46,610 ) Other comprehensive loss 3,049 — 3,049 Balance August 31, 2023 $ (43,561 ) $ — $ (43,561 ) |
Note 16 - Non-controlling Inter
Note 16 - Non-controlling Interests | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | Note 16. The following tables summarize the information relating to the Company’s subsidiaries, SH Acquisition (68%), CC Pharma Nordic ApS (75%), Aphria Diamond (51%), and ColCanna S.A.S. (90%) before intercompany eliminations. Summary of balance sheet information of the entities in which there is a non-controlling interest as of August 31, 2023 SH CC Pharma Aphria ColCanna August 31, Acquisition Nordic ApS Diamond S.A.S. 2023 Current assets $ — $ 91 $ 148,222 $ 169 $ 148,482 Non-current assets 74,681 — 134,351 3,730 212,762 Current liabilities — (1,198 ) (147,917 ) (6,982 ) (156,097 ) Non-current liabilities — — (51,397 ) (2,072 ) (53,469 ) Net assets $ 74,681 $ (1,107 ) $ 83,259 $ (5,155 ) $ 151,678 Summary of balance sheet information of the entities there is a non-controlling interest as of 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 Summary of income statement information of the entities in which there is a non-controlling interest for the three August 31, 2023 SH CC Pharma Aphria ColCanna August 31, Acquisition Nordic ApS Diamond S.A.S. 2023 Revenue $ — $ — $ 39,230 $ — $ 39,230 Total expenses — 35 15,636 216 15,887 Net (loss) income — (35 ) 23,594 (216 ) 23,343 Other comprehensive (loss) income — (20 ) 533 (345 ) 168 Net comprehensive (loss) income $ — $ (55 ) $ 24,127 $ (561 ) $ 23,511 Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI - (14 ) 11,822 (56 ) 11,752 Additional income attributable to NCI — — 4,070 — 4,070 Net comprehensive (loss) income attributable to NCI $ — $ (14 ) $ 15,892 $ (56 ) $ 15,822 Summary of income statement information of the entities in which there is a non-controlling interest for the three August 31, 2022 SH CC Pharma Aphria ColCanna August 31, Acquisition Nordic ApS Diamond S.A.S. 2022 Revenue $ — $ — $ 36,401 $ — $ 36,401 Total expenses (3,492 ) 154 20,427 55,845 72,934 Net (loss) income 3,492 (154 ) 15,974 (55,845 ) (36,533 ) Other comprehensive (loss) income (7,103 ) 29 (3,280 ) 240 (10,114 ) Net comprehensive (loss) income $ (3,611 ) $ (125 ) $ 12,694 $ (55,605 ) $ (46,647 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (1,156 ) (31 ) 6,220 (5,561 ) (528 ) Additional income attributable to NCI — — 4,367 — 4,367 Net comprehensive (loss) income attributable to NCI $ (1,156 ) $ (31 ) $ 10,587 $ (5,561 ) $ 3,839 |
Note 17 - Income Taxes
Note 17 - Income Taxes | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 17. The determination of the Company’s overall effective tax rate requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. The effective tax rate reflects the income earned and taxed in various United States federal, state, and foreign jurisdictions. Tax law changes, increases, and decreases in temporary and permanent differences between book and tax items, valuation allowances against the deferred tax assets, stock compensation, and the Company’s change in income in each jurisdiction all affect the overall effective tax rate. It is the Company’s practice to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company reported income tax expense of $7,264 for the three August 31, 2023 three August 31, 2022 no |
Note 18 - Commitments and Conti
Note 18 - Commitments and Contingencies | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 18. Purchase and other commitments The Company has payments on long-term debt, refer to Note 11 12 Total 2024 2025 2026 2027 Thereafter Long-term debt repayment $ 166,977 $ 66,829 $ 17,233 $ 6,662 $ 8,412 $ 67,841 Convertible notes 436,570 264,070 — — — 172,500 Material purchase obligations 56,525 33,484 18,491 3,675 875 — Construction commitments 1,515 1,515 — — — — Total $ 661,587 $ 365,898 $ 35,724 $ 10,337 $ 9,287 $ 240,341 The following table presents the future undiscounted payment associated with lease liabilities as of August 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 (8,525 ) Obligations recognized $ 9,786 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 There have been no 10 May 31, 2023 Class Action Suits and Stockholder Derivative Suits 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 second February 2, 2022. September 28, 2022, second October 12, 2022, On August 21, 2023, second one not Legal Proceedings Related to Contractual Obligations 420 Investments Ltd. Litigation 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. no In February 2023, C$7,000 420 August 28, 2019, March 2020, October November 2023. Docklight Litigation On November 5, 2021 2018 2020 2021, 2021 December 17, 2021, January 21, 2022, April 2023, Summary of Litigation accruals The total litigation expense accrual included in accrued liabilities for the period ended August 31, 2023 May 31, 2023 - |
Note 19 - Net Revenue
Note 19 - Net Revenue | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | Note 19. The Company reports its net revenue in four Net revenue is comprised of: For the three months ended August 31, 2023 2022 Cannabis revenue $ 96,884 $ 75,689 Cannabis excise taxes (26,551 ) (17,119 ) Net cannabis revenue 70,333 58,570 Beverage alcohol revenue 25,339 21,863 Beverage alcohol excise taxes (1,177 ) (1,209 ) Net beverage alcohol revenue 24,162 20,654 Distribution revenue 69,157 60,585 Wellness revenue 13,297 13,402 Total $ 176,949 $ 153,211 |
Note 20 - Cost of Goods Sold
Note 20 - Cost of Goods Sold | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Cost of Goods Sold [Text Block] | Note 20. Cost of goods sold is comprised of: For the three months ended August 31, 2023 2022 Cannabis costs $ 50,517 $ 28,861 Beverage alcohol costs 11,266 10,849 Distribution costs 61,468 54,984 Wellness costs 9,502 9,903 Total $ 132,753 $ 104,597 |
Note 21 - General and Administr
Note 21 - General and Administrative Expenses | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
General and Administrative Expenses [Text Block] | Note 21. General and administrative expenses are comprised of: For the three months ended August 31, 2023 2022 Executive compensation $ 3,661 $ 3,555 Office and general 8,168 5,829 Salaries and wages 13,114 14,635 Stock-based compensation 8,257 9,193 Insurance 3,849 2,703 Professional fees 1,499 2,490 Gain on sale of capital assets 3 77 Travel and accommodation 1,107 1,161 Rent 858 865 Total $ 40,516 $ 40,508 |
Note 22 - Non-operating Income
Note 22 - Non-operating Income (Expense) | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Other Nonoperating Income and Expense [Text Block] | Note 22. Non-operating income (expense) is comprised of: For the three months ended August 31, 2023 2022 Change in fair value of convertible debenture payable $ (2,147 ) $ (7,884 ) Change in fair value of warrant liability (8,198 ) 1,548 Foreign exchange loss (gain) 6,267 (25,573 ) Loss on long-term investments (109 ) (1,008 ) Other non-operating (losses) gains, net (215 ) (75 ) Total $ (4,402 ) $ (32,992 ) Other non-operating (losses) gains, net for the three August 31, 2023 |
Note 23 - Fair Value Measuremen
Note 23 - Fair Value Measurements | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 23. Fair value measurements Financial instruments The Company has classified its financial instruments as described in Note 3 Significant accounting policies The carrying values of accounts receivable, bank indebtedness and accounts payable and accrued liabilities approximate their fair values due to their short periods to maturity. At August 31, 2023 May 31, 2023 $nil, The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of August 31, 2023 May 31, 2023 August 31, Level 1 Level 2 Level 3 2023 Financial assets Cash and cash equivalents $ 177,519 $ — $ — $ 177,519 Restricted cash 1,613 1,613 Marketable securities 287,333 — — 287,333 Convertible notes receivable — — 74,681 74,681 Equity investments measured at fair value 1,078 986 5,500 7,564 Financial liabilities Warrant liability — — (10,015 ) (10,015 ) Contingent consideration — — (20,181 ) (20,181 ) APHA 24 Convertible debenture — — (124,453 ) (124,453 ) Total recurring fair value measurements $ 467,543 $ 986 $ (74,468 ) $ 394,061 May 31, Level 1 Level 2 Level 3 2023 Financial assets Cash and cash equivalents $ 206,632 $ — $ — $ 206,632 Restricted cash — — — — 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 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, Montauk, and Truss 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 Balance, May 31, 2023 $ 103,401 $ 5,651 $ (1,817 ) $ (27,107 ) $ (120,568 ) Additions — — — (4,181 ) — Disposals (28,720 ) — — — — Unrealized gain (loss) on fair value — (151 ) (8,198 ) 11,107 (3,885 ) Impairments — — — — Balance, August 31, 2023 $ 74,681 $ 5,500 $ (10,015 ) $ (20,181 ) $ (124,453 ) The unrealized gain (loss) on fair value for the convertible debenture, the warrant liability, contingent consideration, and debt securities classified under available-for-sale method is recognized in the consolidated statements of loss and comprehensive loss using the following inputs: Significant Valuation unobservable Financial asset / financial liability technique input Inputs APHA Convertible debentures Black-Scholes Volatility, 50% expected life (in years) 0.8 Warrant liability Black-Scholes Volatility, 50% expected life (in years) 1.5 Contingent consideration Discounted cash flows Discount rate, 5% - 11% achievement 25% - 90% Items measured at fair value on a non-recurring basis The Company's prepaids and other current assets, long lived assets, including property and equipment, goodwill and intangible assets are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have been no |
Note 24 - Segment Reporting
Note 24 - Segment Reporting | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 24. Segment reporting Information reported to the Chief Operating Decision Maker (“CODM”) for the purpose of resource allocation and assessment of segment performance focuses on the nature of the operations. The Company operates in four 1 2 3 4 Operating segments have not no not Segment gross profit from external customers: For the three months ended August 31, 2023 2022 Cannabis Net cannabis revenue $ 70,333 $ 58,570 Cannabis costs 50,517 28,861 Gross profit 19,816 29,709 Distribution Distribution revenue 69,157 60,585 Distribution costs 61,468 54,984 Gross profit 7,689 5,601 Beverage alcohol Net beverage alcohol revenue 24,162 20,654 Beverage alcohol costs 11,266 10,849 Gross profit 12,896 9,805 Wellness Wellness revenue 13,297 13,402 Wellness costs 9,502 9,903 Gross profit $ 3,795 $ 3,499 Channels of Cannabis revenue were as follows: For the three months ended August 31, 2023 2022 Revenue from Canadian medical cannabis $ 6,142 $ 6,520 Revenue from Canadian adult-use cannabis 71,195 58,355 Revenue from wholesale cannabis 5,295 392 Revenue from international cannabis 14,252 10,422 Less excise taxes (26,551 ) (17,119 ) Total $ 70,333 $ 58,570 On July 12, 2022, 7 12 June 22, 2023, 6 Included in revenue from Canadian adult-use cannabis is $1,500 of advisory services revenue for the three August 31, 2023 Geographic net revenue: For the three months ended August 31, 2023 2022 North America $ 93,521 $ 82,192 EMEA 79,704 66,041 Rest of World 3,724 4,978 Total $ 176,949 $ 153,211 Geographic capital assets: August 31, May 31, 2023 2023 North America $ 384,091 $ 319,173 EMEA 106,761 107,131 Rest of World 3,767 3,363 Total $ 494,619 $ 429,667 Major customers are defined as customers that are materially significant to the Company’s annual revenues. For the three August 31, 2023 2022 |
Note 25 - Subsequent Events
Note 25 - Subsequent Events | 3 Months Ended |
Aug. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 25. Subsequent Events On August 7, 2023, 10 September 29, 2023 420 On September 12, 2023, 23 23 On October 2, 2023, 23 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Aug. 31, 2023 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of consolidation Subsidiaries are entities controlled by the Company. Control exists when the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity. The financial statements of subsidiaries are included in the condensed interim consolidated financial statements from the date that control commences until the date that control ceases. A complete list of our subsidiaries that existed prior to our most recent year end is included in the Annual Report, except for the entities acquired within Note 6 August 31, 2023. |
Marketable Securities, Policy [Policy Text Block] | Marketable securities We classify term deposits and other investments that have maturities of greater than three one |
Investment, Policy [Policy Text Block] | Long-term investments Investments in equity securities of entities over which the Company does not Investments in entities over which the Company does not may not 820 |
Financing Receivable [Policy Text Block] | Convertible notes receivable Convertible notes receivable include various investments in which the Company has the right, or potential right to convert the indenture into common stock of the investee and are classified as available-for-sale and are recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect, are excluded from income and reflected in other comprehensive income (loss), and the cumulative effect is reported as a separate component of shareholders' equity until realized. We use judgement to assess convertible notes receivables for impairment at each measurement date. Convertible notes receivables are impaired when a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the statements of loss and comprehensive loss and a new cost basis for the investment is established. We also evaluate whether there is a plan to sell the security, or it is more likely than not |
Earnings Per Share, Policy [Policy Text Block] | Earnings (loss) per share Basic earnings (loss) per share is computed by dividing reported net income (loss) attributable to stockholders of Tilray Brands, Inc. 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) attributable to stockholders of Tilray Brands, Inc. 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 12 In computing diluted earnings (loss) per share, common share equivalents are not three August 31, 2023 August 31, 2022, |
Revenue [Policy Text Block] | Revenue Revenue is recognized when the control of the promised goods or services, through performance obligation, is transferred/provided to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for the performance obligations. Excise taxes remitted to tax authorities are government-imposed excise taxes on cannabis and beer. Excise taxes are recorded as a reduction of sales in net revenue in the consolidated statements of operations and recognized as a current liability within accounts payable and accrued liabilities on the consolidated balance sheets, with the liability subsequently reduced when the taxes are remitted to the tax authority. In addition, amounts disclosed as net revenue are net of excise taxes, sales tax, duty tax, allowances, discounts and rebates. In determining the transaction price for the sale of goods or services, the Company considers the effects of variable consideration and the existence of significant financing components, if any. We may may may On July 12, 2022, 24 June 22, 2023, 6 |
New Accounting Pronouncements, Policy [Policy Text Block] | New accounting pronouncements not In August 2023, 2023 05, Business Combination - Joint Venture Formations 805 60 2023 05” 2023 05 June 1, 2026. New accounting pronouncements recently adopted In October 2021, 2021 08, Business Combinations (Subtopic 805 2021 08” 2021 08 June 1, 2023, not |
Note 2 - Inventory (Tables)
Note 2 - Inventory (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | August 31, May 31, 2023 2023 Plants $ 19,152 $ 10,884 Dried cannabis 102,711 89,801 Cannabis trim - 322 Cannabis derivatives 10,406 9,229 Cannabis vapes 4,076 1,173 Packaging and other inventory items 17,932 19,997 Wellness inventory 11,788 11,164 Beverage alcohol inventory 31,434 27,837 Distribution inventory 34,576 30,144 Total $ 232,075 $ 200,551 |
Note 3 - Capital Assets (Tables
Note 3 - Capital Assets (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | August 31, May 31, 2023 2023 Land $ 36,076 $ 30,635 Production facility 330,012 344,627 Equipment 271,992 185,422 Leasehold improvement 7,786 7,753 Construction in progress 9,727 8,048 $ 655,593 $ 576,485 Less: accumulated amortization (160,974 ) (146,818 ) Total $ 494,619 $ 429,667 |
Note 4 - Intangible Assets (Tab
Note 4 - Intangible Assets (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | August 31, May 31, 2023 2023 Customer relationships & distribution channel $ 618,672 $ 614,062 Licenses, permits & applications 369,479 366,793 Non-compete agreements 12,432 12,394 Intellectual property, trademarks, knowhow & brands 592,545 583,468 1,593,128 $ 1,576,717 Less: accumulated amortization (209,716 ) $ (187,088 ) Less: impairments (415,844 ) (415,844 ) Total $ 967,568 $ 973,785 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization 2024 (remaining nine months) $ 55,895 2025 73,414 2026 73,414 2027 73,414 2028 73,414 Thereafter 434,357 Total $ 783,908 |
Note 5 - Goodwill (Tables)
Note 5 - Goodwill (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | August 31, May 31, Reporting Unit 2023 2023 Cannabis $ 2,640,669 $ 2,640,669 Distribution 4,458 4,458 Beverage alcohol 120,802 120,802 Wellness 77,470 77,470 Effect of foreign exchange 8,705 7,875 Impairments (842,431 ) (842,431 ) Total $ 2,009,673 $ 2,008,843 |
Note 6 - Business Acquisitions
Note 6 - Business Acquisitions (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
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 18,540 Intellectual property, trademarks & brands ( 15 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 Amount Consideration Shares $ 63,927 Settlement of convertible notes receivable 28,720 Warrants assumed 47 Estimated fair value of HEXO stock-based compensation 1,188 Net assets acquired Current assets Cash and cash equivalents 14,634 Restricted cash 1,657 Accounts receivable 7,855 Asset held for sale 755 Prepaids and other current assets 2,530 Inventory 27,495 Long-term assets Prepaid expenses 8,384 Capital assets 70,782 Intellectual property, trademarks & brands ( 15 2,000 Interest in equity investee 3,145 Total assets 139,237 Current liabilities Accounts payable and accrued liabilities 45,355 Total liabilities 45,355 Total net assets acquired $ 93,882 Amount Consideration Cash consideration $ 74 Investment in equity investees 3,145 Contingent consideration 4,181 Net assets acquired Current assets Cash and cash equivalents 6,739 Accounts receivable 1,038 Prepaids and other current assets 78 Inventory 2,573 Asset held for sale 2,960 Long-term assets Intangible assets 296 Total assets 13,684 Current liabilities Accounts payable and accrued liabilities 5,408 Other liabilities 876 Total liabilities 6,284 Total net assets acquired 7,400 |
Note 7 - Convertible Notes Re_2
Note 7 - Convertible Notes Receivable (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | August 31, May 31, 2023 2023 HEXO Convertible Note $ - $ 28,720 MedMen Convertible Note 74,681 74,681 Total convertible notes receivable 74,681 103,401 Deduct - current portion - - Total convertible notes receivable, non current portion $ 74,681 $ 103,401 |
Note 8 - Long-term Investments
Note 8 - Long-term Investments (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Debt Securities, Trading, and Equity Securities, FV-NI [Table Text Block] | August 31, May 31, 2023 2023 Equity investments measured at fair value $ 2,064 $ 2,144 Equity investments under measurement alternative 5,500 5,651 Total $ 7,564 $ 7,795 |
Note 9 - Accounts Payable and_2
Note 9 - Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | August 31, May 31, 2023 2023 Trade payables $ 78,971 $ 70,819 Accrued liabilities 129,517 78,007 Accrued payroll and employment related taxes 6,826 18,772 Income taxes payable 15,727 14,934 Accrued interest 6,974 8,102 Other accruals 66 48 Total $ 238,081 $ 190,682 |
Note 11 - Long-term Debt (Table
Note 11 - Long-term Debt (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | August 31, May 31, 2023 2023 Credit facility - C$ 66,000 3 10 November 2025 $ 44,400 $ 45,260 Term loan - C$ 25,000 1.00 5 15 181 July 2033 10,905 10,959 Term loan - C$ 25,000 1.00 5 15 196 July 2033 13,105 13,092 Term loan - C$ 1,250 1.50 5 10 12 August 2026 330 346 Mortgage payable - C$ 3,750 1.50 5 20 23 August 2026 2,128 2,104 Term loan ‐ € 5,000 2.15 5 250 December 2023 545 803 Term loan ‐ € 1,200 4.26 1 100 December 2023 442 755 Term loan ‐ € 1,500 2.00 5 94 April 2025 732 819 Term loan ‐ € 3,500 4.59 5 52 August 2028 3,702 1,706 Mortgage payable - $ 22,635 1.5 10 10 57 October 2030 20,688 20,863 Term loan - $ 70,000 5 875 1,750 June 2028 70,000 65,000 Carrying amount of long-term debt 166,977 161,707 Unamortized financing fees (1,098 ) (738 ) Net carrying amount 165,879 160,969 Less principal portion included in current liabilities (13,489 ) (24,080 ) Total noncurrent portion of long-term debt $ 152,390 $ 136,889 |
Note 12 - Convertible Debentu_2
Note 12 - Convertible Debentures Payable (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Convertible Debt [Table Text Block] | August 31, May 31, 2023 2023 5.20 $ 120,861 $ 100,476 HTI Convertible Note - 47,834 5.25 124,453 120,568 5.00 127,137 126,544 Total 372,451 395,422 Deduct - current portion 251,590 174,378 Total convertible debentures payable, non current portion $ 120,861 $ 221,044 August 31, May 31, 2023 2023 4.00 $ — $ 50,000 Unamortized discount — (2,166 ) Net carrying amount $ — $ 47,834 August 31, May 31, 2023 2023 5.20 $ 172,500 $ 150,000 Unamortized discount (51,639 ) (49,524 ) Net carrying amount $ 120,861 $ 100,476 August 31, May 31, 2023 2023 5.25 $ 350,000 $ 350,000 Debt settlement (213,260 ) (213,260 ) Fair value adjustment (12,287 ) (16,172 ) Net carrying amount $ 124,453 $ 120,568 August 31, May 31, 2023 2023 5.00 $ 277,856 $ 277,856 Principal amount paid (150,526 ) (150,526 ) Unamortized discount (193 ) (786 ) Net carrying amount $ 127,137 $ 126,544 |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | For the three months ended August 31, 2023 2022 Stock options $ — $ 604 RSUs 8,257 8,589 Total $ 8,257 $ 9,193 |
Note 15 - Accumulated Other C_2
Note 15 - Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Aug. 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, 2022 $ 54,413 $ (75,177 ) (20,764 ) Other comprehensive loss (56,443 ) (2,525 ) (58,968 ) Balance at August 31, 2022 $ (2,030 ) $ (77,702 ) $ (79,732 ) Balance May 31, 2023 $ (46,610 ) $ — $ (46,610 ) Other comprehensive loss 3,049 — 3,049 Balance August 31, 2023 $ (43,561 ) $ — $ (43,561 ) |
Note 16 - Non-controlling Int_2
Note 16 - Non-controlling Interests (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Condensed Balance Sheet [Table Text Block] | SH CC Pharma Aphria ColCanna August 31, Acquisition Nordic ApS Diamond S.A.S. 2023 Current assets $ — $ 91 $ 148,222 $ 169 $ 148,482 Non-current assets 74,681 — 134,351 3,730 212,762 Current liabilities — (1,198 ) (147,917 ) (6,982 ) (156,097 ) Non-current liabilities — — (51,397 ) (2,072 ) (53,469 ) Net assets $ 74,681 $ (1,107 ) $ 83,259 $ (5,155 ) $ 151,678 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 |
Condensed Income Statement [Table Text Block] | SH CC Pharma Aphria ColCanna August 31, Acquisition Nordic ApS Diamond S.A.S. 2023 Revenue $ — $ — $ 39,230 $ — $ 39,230 Total expenses — 35 15,636 216 15,887 Net (loss) income — (35 ) 23,594 (216 ) 23,343 Other comprehensive (loss) income — (20 ) 533 (345 ) 168 Net comprehensive (loss) income $ — $ (55 ) $ 24,127 $ (561 ) $ 23,511 Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI - (14 ) 11,822 (56 ) 11,752 Additional income attributable to NCI — — 4,070 — 4,070 Net comprehensive (loss) income attributable to NCI $ — $ (14 ) $ 15,892 $ (56 ) $ 15,822 SH CC Pharma Aphria ColCanna August 31, Acquisition Nordic ApS Diamond S.A.S. 2022 Revenue $ — $ — $ 36,401 $ — $ 36,401 Total expenses (3,492 ) 154 20,427 55,845 72,934 Net (loss) income 3,492 (154 ) 15,974 (55,845 ) (36,533 ) Other comprehensive (loss) income (7,103 ) 29 (3,280 ) 240 (10,114 ) Net comprehensive (loss) income $ (3,611 ) $ (125 ) $ 12,694 $ (55,605 ) $ (46,647 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (1,156 ) (31 ) 6,220 (5,561 ) (528 ) Additional income attributable to NCI — — 4,367 — 4,367 Net comprehensive (loss) income attributable to NCI $ (1,156 ) $ (31 ) $ 10,587 $ (5,561 ) $ 3,839 |
Note 18 - Commitments and Con_2
Note 18 - Commitments and Contingencies (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Contractual Obligation, Fiscal Year Maturity [Table Text Block] | Total 2024 2025 2026 2027 Thereafter Long-term debt repayment $ 166,977 $ 66,829 $ 17,233 $ 6,662 $ 8,412 $ 67,841 Convertible notes 436,570 264,070 — — — 172,500 Material purchase obligations 56,525 33,484 18,491 3,675 875 — Construction commitments 1,515 1,515 — — — — Total $ 661,587 $ 365,898 $ 35,724 $ 10,337 $ 9,287 $ 240,341 |
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 (8,525 ) Obligations recognized $ 9,786 |
Note 19 - Net Revenue (Tables)
Note 19 - Net Revenue (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | For the three months ended August 31, 2023 2022 Cannabis revenue $ 96,884 $ 75,689 Cannabis excise taxes (26,551 ) (17,119 ) Net cannabis revenue 70,333 58,570 Beverage alcohol revenue 25,339 21,863 Beverage alcohol excise taxes (1,177 ) (1,209 ) Net beverage alcohol revenue 24,162 20,654 Distribution revenue 69,157 60,585 Wellness revenue 13,297 13,402 Total $ 176,949 $ 153,211 |
Note 20 - Cost of Goods Sold (T
Note 20 - Cost of Goods Sold (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Schedule of Cost of Goods Sold [Table Text Block] | For the three months ended August 31, 2023 2022 Cannabis costs $ 50,517 $ 28,861 Beverage alcohol costs 11,266 10,849 Distribution costs 61,468 54,984 Wellness costs 9,502 9,903 Total $ 132,753 $ 104,597 |
Note 21 - General and Adminis_2
Note 21 - General and Administrative Expenses (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Schedule of General and Administrative Expenses [Table Text Block] | For the three months ended August 31, 2023 2022 Executive compensation $ 3,661 $ 3,555 Office and general 8,168 5,829 Salaries and wages 13,114 14,635 Stock-based compensation 8,257 9,193 Insurance 3,849 2,703 Professional fees 1,499 2,490 Gain on sale of capital assets 3 77 Travel and accommodation 1,107 1,161 Rent 858 865 Total $ 40,516 $ 40,508 |
Note 22 - Non-operating Incom_2
Note 22 - Non-operating Income (Expense) (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | For the three months ended August 31, 2023 2022 Change in fair value of convertible debenture payable $ (2,147 ) $ (7,884 ) Change in fair value of warrant liability (8,198 ) 1,548 Foreign exchange loss (gain) 6,267 (25,573 ) Loss on long-term investments (109 ) (1,008 ) Other non-operating (losses) gains, net (215 ) (75 ) Total $ (4,402 ) $ (32,992 ) |
Note 23 - Fair Value Measurem_2
Note 23 - Fair Value Measurements (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | August 31, Level 1 Level 2 Level 3 2023 Financial assets Cash and cash equivalents $ 177,519 $ — $ — $ 177,519 Restricted cash 1,613 1,613 Marketable securities 287,333 — — 287,333 Convertible notes receivable — — 74,681 74,681 Equity investments measured at fair value 1,078 986 5,500 7,564 Financial liabilities Warrant liability — — (10,015 ) (10,015 ) Contingent consideration — — (20,181 ) (20,181 ) APHA 24 Convertible debenture — — (124,453 ) (124,453 ) Total recurring fair value measurements $ 467,543 $ 986 $ (74,468 ) $ 394,061 May 31, Level 1 Level 2 Level 3 2023 Financial assets Cash and cash equivalents $ 206,632 $ — $ — $ 206,632 Restricted cash — — — — 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 |
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 Balance, May 31, 2023 $ 103,401 $ 5,651 $ (1,817 ) $ (27,107 ) $ (120,568 ) Additions — — — (4,181 ) — Disposals (28,720 ) — — — — Unrealized gain (loss) on fair value — (151 ) (8,198 ) 11,107 (3,885 ) Impairments — — — — Balance, August 31, 2023 $ 74,681 $ 5,500 $ (10,015 ) $ (20,181 ) $ (124,453 ) |
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) 0.8 Warrant liability Black-Scholes Volatility, 50% expected life (in years) 1.5 Contingent consideration Discounted cash flows Discount rate, 5% - 11% achievement 25% - 90% |
Note 24 - Segment Reporting (Ta
Note 24 - Segment Reporting (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | For the three months ended August 31, 2023 2022 Cannabis Net cannabis revenue $ 70,333 $ 58,570 Cannabis costs 50,517 28,861 Gross profit 19,816 29,709 Distribution Distribution revenue 69,157 60,585 Distribution costs 61,468 54,984 Gross profit 7,689 5,601 Beverage alcohol Net beverage alcohol revenue 24,162 20,654 Beverage alcohol costs 11,266 10,849 Gross profit 12,896 9,805 Wellness Wellness revenue 13,297 13,402 Wellness costs 9,502 9,903 Gross profit $ 3,795 $ 3,499 For the three months ended August 31, 2023 2022 Revenue from Canadian medical cannabis $ 6,142 $ 6,520 Revenue from Canadian adult-use cannabis 71,195 58,355 Revenue from wholesale cannabis 5,295 392 Revenue from international cannabis 14,252 10,422 Less excise taxes (26,551 ) (17,119 ) Total $ 70,333 $ 58,570 |
Revenue from External Customers by Geographic Areas [Table Text Block] | For the three months ended August 31, 2023 2022 North America $ 93,521 $ 82,192 EMEA 79,704 66,041 Rest of World 3,724 4,978 Total $ 176,949 $ 153,211 |
Long-Lived Assets by Geographic Areas [Table Text Block] | August 31, May 31, 2023 2023 North America $ 384,091 $ 319,173 EMEA 106,761 107,131 Rest of World 3,767 3,363 Total $ 494,619 $ 429,667 |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - shares | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants (in shares) | 77,819,141 | 36,687,326 |
Restricted Stock Units (RSUs) [Member] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 21,202,933 | 16,989,328 |
Share-Based Payment Arrangement, Option [Member] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 6,325,348 | 4,741,653 |
Warrants [Member] | ||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants (in shares) | 7,847,219 | 6,209,000 |
Note 2 - Inventory - Schedule o
Note 2 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Inventory | $ 232,075 | $ 200,551 |
Plants [Member] | ||
Inventory | 19,152 | 10,884 |
Dried Cannabis [Member] | ||
Inventory | 102,711 | 89,801 |
Cannabis Trim [Member] | ||
Inventory | 0 | 322 |
Cannabis Derivatives [Member] | ||
Inventory | 10,406 | 9,229 |
Cannabis Vapes [Member] | ||
Inventory | 4,076 | 1,173 |
Packaging and Other Inventory Items [Member] | ||
Inventory | 17,932 | 19,997 |
Wellness Inventory [Member] | ||
Inventory | 11,788 | 11,164 |
Beverage Alcohol Inventory [Member] | ||
Inventory | 31,434 | 27,837 |
Distribution Inventory [Member] | ||
Inventory | $ 34,576 | $ 30,144 |
Note 3 - Capital Assets - Sched
Note 3 - Capital Assets - Schedule of Capital Assets (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Property, plant and equipment, gross | $ 655,593 | $ 576,485 |
Less: accumulated amortization | (160,974) | (146,818) |
Total | 494,619 | 429,667 |
Land [Member] | ||
Property, plant and equipment, gross | 36,076 | 30,635 |
Manufacturing Facility [Member] | ||
Property, plant and equipment, gross | 330,012 | 344,627 |
Equipment [Member] | ||
Property, plant and equipment, gross | 271,992 | 185,422 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | 7,786 | 7,753 |
Construction in Progress [Member] | ||
Property, plant and equipment, gross | $ 9,727 | $ 8,048 |
Note 4 - Intangible Assets (Det
Note 4 - Intangible Assets (Details Textual) - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Licenses, Permits and Applications [Member] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 183,660 | $ 181,093 |
Note 4 - Intangible Assets - Sc
Note 4 - Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Cost | $ 1,593,128 | $ 1,576,717 |
Less: accumulated amortization | (209,716) | (187,088) |
Less: impairments | (415,844) | (415,844) |
Total | 967,568 | 973,785 |
Customer Relationships and Distribution Channel [Member] | ||
Cost | 618,672 | 614,062 |
Licenses, Permits and Applications [Member] | ||
Cost | 369,479 | 366,793 |
Noncompete Agreements [Member] | ||
Cost | 12,432 | 12,394 |
Intellectual Property, Trademarks, Know How and Brands [Member] | ||
Cost | $ 592,545 | $ 583,468 |
Note 4 - Intangible Assets-Sche
Note 4 - Intangible Assets-Schedule of Estimated Amortization Expense (Details) $ in Thousands | Aug. 31, 2023 USD ($) |
2024 (remaining nine months) | $ 55,895 |
2025 | 73,414 |
2026 | 73,414 |
2027 | 73,414 |
2028 | 73,414 |
Thereafter | 434,357 |
Total | $ 783,908 |
Note 5 - Goodwill - Carrying Am
Note 5 - Goodwill - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Effect of foreign exchange | $ 8,705 | $ 7,875 |
Impairments | (842,431) | (842,431) |
Goodwill | 2,009,673 | 2,008,843 |
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 | 120,802 |
Wellness Business [Member] | ||
Goodwill, gross | $ 77,470 | $ 77,470 |
Note 6 - Business Acquisition_2
Note 6 - Business Acquisitions (Details Textual) $ / shares in Units, $ in Thousands, $ in Millions | 3 Months Ended | |||||
Aug. 03, 2023 USD ($) | Aug. 03, 2023 CAD ($) | Jun. 22, 2023 USD ($) $ / shares shares | Nov. 07, 2022 USD ($) shares | Aug. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) | |
Acquisition of Montauk Brewing Company, Inc. [Member] | ||||||
Business Combination, Consideration Transferred | $ 35,123 | |||||
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 Acquisition, Pro Forma Revenue | $ 3,000 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | (600) | |||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 10,245 | |||||
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 | |||||
HEXO [Member] | ||||||
Business Combination, Consideration Transferred | $ 93,882 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 39,705,962 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 63,927 | |||||
Business Acquisition, Pro Forma Revenue | $ 7,000 | 20,000 | ||||
Business Acquisition, Pro Forma Net Income (Loss) | 1,800 | 30,000 | ||||
Business Combination, Consideration Transferred, Settlement of Convertible Notes Receivable | 28,720 | |||||
Business Combination, Consideration Transferred, Fair Value of Stock Based Compensation | 1,188 | |||||
Business Combination, Consideration Transferred, Warrants Assumed | $ 47 | |||||
Business Combination, Common Share Exchange Ratio | 0.4352 | |||||
Business Combination, Preferred Share Exchange Ratio | 0.7805 | |||||
Business Acquisition, Share Price (in dollars per share) | $ / shares | $ 1.61 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Litigation Settlement Accruals | $ 12,856 | |||||
Truss Beverage Company [Member] | ||||||
Payments to Acquire Businesses, Gross | $ 74 | $ 0.1 | ||||
Business Acquisition, Pro Forma Revenue | 3,000 | 5,000 | ||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 700 | $ 1,000 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 57.50% | 57.50% | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 4,181 |
Note 6 - Business Acquisition_3
Note 6 - Business Acquisitions - Assets Acquired and Liabilities Assumed (Details) $ in Thousands, $ in Millions | Aug. 03, 2023 USD ($) | Aug. 03, 2023 CAD ($) | Jun. 22, 2023 USD ($) | Nov. 07, 2022 USD ($) | Aug. 31, 2023 USD ($) | May 31, 2023 USD ($) |
Goodwill | $ 2,009,673 | $ 2,008,843 | ||||
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 | |||||
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 | |||||
Total liabilities | 10,181 | |||||
Acquisition of Montauk Brewing Company, Inc. [Member] | Customer Relationships [Member] | ||||||
Finite-lived intangible assets | 18,540 | |||||
Acquisition of Montauk Brewing Company, Inc. [Member] | Intellectual Property, Trademarks and Brands [Member] | ||||||
Finite-lived intangible assets | $ 13,650 | |||||
HEXO [Member] | ||||||
Shares | $ 63,927 | |||||
Cash and cash equivalents | 14,634 | |||||
Accounts receivable | 7,855 | |||||
Prepaids and other current assets | 2,530 | |||||
Inventory | 27,495 | |||||
Capital assets | 70,782 | |||||
Finite-lived intangible assets | 2,000 | |||||
Accounts payable and accrued liabilities | 45,355 | |||||
Total liabilities | 45,355 | |||||
Total net assets acquired | 93,882 | |||||
Settlement of convertible notes receivable | 28,720 | |||||
Warrants assumed | 47 | |||||
Estimated fair value of HEXO stock-based compensation | 1,188 | |||||
Restricted cash | 1,657 | |||||
Asset held for sale | 755 | |||||
Prepaid expenses | 8,384 | |||||
Interest in equity investee | 3,145 | |||||
Total assets | 139,237 | |||||
Total liabilities | $ 45,355 | |||||
Truss Beverage Company [Member] | ||||||
Cash | $ 74 | $ 0.1 | ||||
Contingent consideration | 4,181 | |||||
Cash and cash equivalents | 6,739 | |||||
Accounts receivable | 1,038 | |||||
Prepaids and other current assets | 78 | |||||
Inventory | 2,573 | |||||
Finite-lived intangible assets | 296 | |||||
Accounts payable and accrued liabilities | 5,408 | |||||
Total liabilities | 6,284 | |||||
Total net assets acquired | 7,400 | |||||
Asset held for sale | 2,960 | |||||
Total assets | 13,684 | |||||
Total liabilities | 6,284 | |||||
Investment in equity investees | 3,145 | |||||
Other liabilities | $ 876 |
Note 6 - Business Acquisition_4
Note 6 - Business Acquisitions - Assets Acquired and Liabilities Assumed (Details) (Parentheticals) | Jun. 22, 2023 | Nov. 07, 2022 |
Acquisition of Montauk Brewing Company, Inc. [Member] | Customer Relationships [Member] | ||
Estimated useful life (Year) | 15 years | |
Acquisition of Montauk Brewing Company, Inc. [Member] | Intellectual Property, Trademarks and Brands [Member] | ||
Estimated useful life (Year) | 15 years | |
HEXO [Member] | ||
Estimated useful life (Year) | 15 years |
Note 7 - Convertible Notes Re_3
Note 7 - Convertible Notes Receivable (Details Textual) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 USD ($) shares | Aug. 31, 2023 USD ($) | |
Stock Issued During Period, Value, Acquisitions | $ 65,162 | |
MM Notes [Member] | ||
Financing Receivable, before Allowance for Credit Loss, Total | $ 165,799 | |
Notes Receivable, SOFR Floor | 2.50% | |
MM Notes [Member] | Convertible Debt [Member] | ||
Interest Income, Purchased Receivables | $ 0 | |
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, Forfeiture Rate [Member] | ||
Notes Receivable, Measurement Input | 0 | |
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 | |
MM Notes [Member] | Secured Overnight Financing Rate (SOFR) [Member] | ||
Notes Receivable, Interest Rate, Basis Spread on Variable Rate | 6% | |
Superhero Acquisition LP [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 68% | 68% |
The MM Notes and MM Warrants [Member] | ||
Stock Issued During Period, Shares, Acquisitions (in shares) | shares | 9,817,061 | |
Stock Issued During Period, Value, Acquisitions | $ 117,804 |
Note 7 - Convertible Notes Re_4
Note 7 - Convertible Notes Receivable - Schedule of Convertible Notes Receivable (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Total convertible notes receivable | $ 74,681 | $ 103,401 |
Deduct - current portion | 0 | 0 |
Total convertible notes receivable, non current portion | 74,681 | 103,401 |
HEXO Convertible Notes Receivable [Member] | ||
Total convertible notes receivable | 0 | 28,720 |
MedMen Convertible Note [Member] | ||
Total convertible notes receivable | $ 74,681 | $ 74,681 |
Note 8 - Long-term Investment_2
Note 8 - Long-term Investments - Schedule of Long-term Investments (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Equity investments measured at fair value | $ 2,064 | $ 2,144 |
Equity investments under measurement alternative | 5,500 | 5,651 |
Total | $ 7,564 | $ 7,795 |
Note 9 - Accounts Payable and_3
Note 9 - Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Trade payables | $ 78,971 | $ 70,819 |
Accrued liabilities | 129,517 | 78,007 |
Accrued payroll and employment related taxes | 6,826 | 18,772 |
Income taxes payable | 15,727 | 14,934 |
Accrued interest | 6,974 | 8,102 |
Other accruals | 66 | 48 |
Total | $ 238,081 | $ 190,682 |
Note 10 - Bank Indebtedness (De
Note 10 - Bank Indebtedness (Details Textual) € in Thousands, $ in Thousands, $ in Millions | 3 Months Ended | ||
Aug. 31, 2023 USD ($) | Aug. 31, 2023 CAD ($) | Aug. 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 | 7,000 | ||
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 | € | € 7,500 | ||
Long-Term Line of Credit, Total | $ 7,594 | € 6,967 | |
Number of Debt Instruments | 2 | 2 | 2 |
Line of Credit [Member] | Prime Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 75% | ||
Line of Credit [Member] | Euro Short-Term Rate [Member] | CC Pharma GmbH [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||
Line of Credit [Member] | Euro Interbank Offered Rate [Member] | CC Pharma GmbH [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||
Operating Line of Credit One [Member] | CC Pharma GmbH [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | € | € 7,000 | ||
Operating Line of Credit Two [Member] | CC Pharma GmbH [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | € | € 500 |
Note 11 - Long-term Debt (Detai
Note 11 - Long-term Debt (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2023 | Aug. 31, 2023 | May 31, 2023 | Mar. 31, 2021 |
Long-Term Debt, Gross | $ 372,451 | $ 395,422 | ||
Secured Debt [Member] | Term Loan Due In March Two Thousand Twenty Four [Member] | Four Twenty Corporation [Member] | ||||
Long-Term Debt, Gross | $ 100,000 | |||
Secured Debt [Member] | Term Loan Due In June Two Thousand Twenty Eight [Member] | ||||
Long-Term Debt, Gross | $ 70,000 | |||
Debt Instrument, Maturity Date | Jun. 30, 2028 | |||
Secured Debt [Member] | Term Loan Due In June Two Thousand Twenty Eight [Member] | Delayed Draw Term Loan [Member] | ||||
Long-Term Debt, Gross | $ 20,000 |
Note 11 - Long-term Debt - Net
Note 11 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Carrying amount of long-term debt | $ 372,451 | $ 395,422 |
Credit Facility Due in November 2025 [Member] | ||
Carrying amount of long-term debt | 44,400 | 45,260 |
Term Loan Due in July 2033 [Member] | ||
Carrying amount of long-term debt | 10,905 | 10,959 |
Term Loan Due in April 2032 [Member] | ||
Carrying amount of long-term debt | 13,105 | 13,092 |
Term Loan Due in August 2026 [Member] | ||
Carrying amount of long-term debt | 330 | 346 |
Mortgage Payable Due in August 2026 [Member] | ||
Carrying amount of long-term debt | 2,128 | 2,104 |
Term Loan Due in December 2023, One [Member] | ||
Carrying amount of long-term debt | 545 | 803 |
Term Loan Due in December 2023, Two [Member] | ||
Carrying amount of long-term debt | 442 | 755 |
Term Loan Due in April 2025 [Member] | ||
Carrying amount of long-term debt | 732 | 819 |
Term Loan Due in August 2028 [Member] | ||
Carrying amount of long-term debt | 3,702 | 1,706 |
Mortgage Payable Due in October 2030 [Member] | ||
Carrying amount of long-term debt | 20,688 | 20,863 |
Term Loan Due in June 2028 [Member] | ||
Carrying amount of long-term debt | 70,000 | 65,000 |
Long-term Debt, Excluding Convertible Debentures [Member] | ||
Carrying amount of long-term debt | 166,977 | 161,707 |
Unamortized financing fees | (1,098) | (738) |
Net carrying amount | 165,879 | 160,969 |
Less principal portion included in current liabilities | (13,489) | (24,080) |
Total noncurrent portion of long-term debt | $ 152,390 | $ 136,889 |
Note 11 - Long-term Debt - Ne_2
Note 11 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) (Parentheticals) € in Thousands, $ in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2023 USD ($) | Aug. 31, 2023 CAD ($) | Aug. 31, 2023 EUR (€) | May 31, 2023 USD ($) | May 31, 2023 CAD ($) | May 31, 2023 EUR (€) | Aug. 31, 2023 CAD ($) | Aug. 31, 2023 EUR (€) | May 31, 2023 CAD ($) | May 31, 2023 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, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | ||||
Periodic payment | $ 181 | $ 181 | ||||||||
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 | Jul. 31, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | ||||
Periodic payment | $ 196 | $ 196 | ||||||||
Term Loan Due in April 2032 [Member] | Prime Rate [Member] | ||||||||||
Variable rate | 1% | 1% | 1% | 1% | 1% | 1% | ||||
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 | 2.15% | 2.15% | 2.15% | 2.15% | 2.15% | 2.15% | ||||
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 | ||||||||
Fixed rate | 4.26% | 4.26% | 4.26% | 4.26% | 4.26% | 4.26% | ||||
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 | $ 94 | $ 94 | ||||||||
Fixed rate | 2% | 2% | 2% | 2% | 2% | 2% | ||||
Term Loan Due in August 2028 [Member] | ||||||||||
Face amount | $ 3,500 | $ 3,500 | ||||||||
Term (Year) | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Maturity | Aug. 31, 2028 | Aug. 31, 2028 | Aug. 31, 2028 | Aug. 31, 2028 | Aug. 31, 2028 | Aug. 31, 2028 | ||||
Periodic payment | $ 52 | $ 52 | ||||||||
Fixed rate | 4.59% | 4.59% | 4.59% | 4.59% | 4.59% | 4.59% | ||||
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 | $ 70,000 | $ 70,000 | ||||||||
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 | ||||
Term Loan Due in June 2028 [Member] | Minimum [Member] | ||||||||||
Periodic payment | $ 875 | $ 875 | ||||||||
Term Loan Due in June 2028 [Member] | Maximum [Member] | ||||||||||
Periodic payment | $ 1,750 | $ 1,750 |
Note 12 - Convertible Debentu_3
Note 12 - Convertible Debentures Payable (Details Textual) | 3 Months Ended | |||||
May 30, 2023 USD ($) $ / shares shares | Apr. 30, 2019 USD ($) $ / shares | Aug. 31, 2023 USD ($) $ / shares shares | Aug. 31, 2022 USD ($) | May 31, 2023 USD ($) | Jul. 12, 2022 USD ($) | |
HT Investments MA LLC Note [Member] | ||||||
Debt Instrument, Face Amount | $ 0 | $ 50,000,000 | $ 50,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4% | 4% | 4% | |||
TLRY 27 [Member] | ||||||
Debt Instrument, Face Amount | $ 172,500,000 | $ 172,500,000 | $ 150,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.20% | 5.20% | ||||
Debt Instrument, Convertible, Conversion Ratio | 376.6478 | |||||
Debt Instrument, Convertible, Multiples of Principal Amount | $ 1,000 | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 2.66 | |||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% | |||||
Own-share Lending Arrangement, Shares, Issued (in shares) | shares | 38,500,000 | |||||
APHA 24 [Member] | ||||||
Debt Instrument, Face Amount | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 5.25% | 5.25% | |||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 11.20 | |||||
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 | $ 3,885,000 | |||||
Debt Instrument, Fair Value Adjustment | 2,147 | $ 7,884,000 | ||||
Foreign Exchange Impact | 1,738,000 | (8,367,000) | ||||
Long-Term Debt | 136,740,000 | 136,740,000 | ||||
Interest Expense, Debt | 1,795,000 | $ 3,403,000 | ||||
TLRY 23 [Member] | ||||||
Debt Instrument, Face Amount | $ 277,856,000 | $ 277,856,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | 5% | ||||
Debt Instrument, Convertible, Conversion Ratio | 5.9735 | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 167.41 | |||||
Long-Term Debt, Term (Year) | 5 years | |||||
Debt Instrument, Convertible, Number of Shares (in shares) | shares | 760,588 | |||||
Convertible TLRY 23 [Member] | ||||||
Debt Instrument, Face Amount | $ 127,330,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 6.90% | |||||
Interest Expense, Debt, Excluding Amortization | $ 1,592,000 | |||||
Amortization of Debt Discount (Premium) | $ 593,000 |
Note 12 - Convertible Debentu_4
Note 12 - Convertible Debentures Payable - Net Carrying Amount of Convertible Debentures (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2023 | May 31, 2023 | May 30, 2023 | Jul. 12, 2022 | Apr. 30, 2019 | |
Carrying amount of long-term debt | $ 372,451 | $ 395,422 | |||
Carrying amount of long-term debt | 372,451 | 395,422 | |||
Deduct - current portion | 251,590 | 174,378 | |||
Total convertible debentures payable, non current portion | 120,861 | 221,044 | |||
TLRY 27 [Member] | |||||
Carrying amount of long-term debt | 120,861 | 100,476 | |||
Carrying amount of long-term debt | 120,861 | 100,476 | |||
Face amount | 172,500 | 150,000 | $ 172,500 | ||
Unamortized discount | (51,639) | (49,524) | |||
Convertible debentures | 120,861 | 100,476 | |||
HT Investments MA LLC Note [Member] | |||||
Carrying amount of long-term debt | 0 | 47,834 | |||
Carrying amount of long-term debt | 0 | 47,834 | |||
Face amount | 0 | 50,000 | $ 50,000 | ||
Unamortized discount | 0 | (2,166) | |||
Convertible debentures | 0 | 47,834 | |||
APHA 24 [Member] | |||||
Carrying amount of long-term debt | 124,453 | 120,568 | |||
Carrying amount of long-term debt | 124,453 | 120,568 | |||
Face amount | 350,000 | 350,000 | $ 350,000 | ||
Convertible debentures | 124,453 | 120,568 | |||
Debt settlement | (213,260) | (213,260) | |||
Fair value adjustment | (12,287) | (16,172) | |||
TLRY 23 [Member] | |||||
Carrying amount of long-term debt | 127,137 | 126,544 | |||
Carrying amount of long-term debt | 127,137 | 126,544 | |||
Face amount | 277,856 | 277,856 | |||
Unamortized discount | (193) | (786) | |||
Convertible debentures | 127,137 | 126,544 | |||
Debt settlement | $ (150,526) | $ (150,526) |
Note 12 - Convertible Debentu_5
Note 12 - Convertible Debentures Payable - Net Carrying Amount of Convertible Debentures (Details) (Parentheticals) | Aug. 31, 2023 | May 31, 2023 | Jul. 12, 2022 | Apr. 30, 2019 |
TLRY 27 [Member] | ||||
Fixed rate | 5.20% | 5.20% | ||
HT Investments MA LLC Note [Member] | ||||
Fixed rate | 4% | 4% | 4% | |
APHA 24 [Member] | ||||
Fixed rate | 5.25% | 5.25% | 5.25% | |
TLRY 23 [Member] | ||||
Fixed rate | 5% | 5% |
Note 13 - Warrant Liability (De
Note 13 - Warrant Liability (Details Textual) | Aug. 31, 2023 $ / shares | Feb. 28, 2023 $ / shares shares | May 31, 2022 $ / shares |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 6,209,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1.61 | $ 5.95 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | shares | 1 | ||
Percentage of Daily Cash Penalty | 1% | ||
Fair Value, Inputs, Level 3 [Member] | |||
Estimated Fair Value of Warrant Liability Per Warrant (in dollars per share) | $ / shares | $ 1.613 | ||
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.044 | ||
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.50 | ||
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 2.05 | ||
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Conversion Price [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 1.61 | ||
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Share Price [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 2.96 |
Note 14 - Stockholders' Equit_2
Note 14 - Stockholders' Equity (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | May 31, 2023 | |
Common Stock, Shares Authorized (in shares) | 980,000,000 | 980,000,000 | 980,000,000 | ||
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common Stock, Shares, Issued (in shares) | 723,292,600 | 723,292,600 | 656,655,455 | ||
Preferred Stock, Shares Issued (in shares) | 0 | 0 | 0 | ||
Stock Issued During Period, Value, Settlement of Financing Liability | $ 8,146 | $ 5,064 | |||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares) | 3,912,481 | ||||
Share-Based Payment Arrangement, Expense | $ 8,257 | $ 9,193 | $ 8,257 | $ 9,193 | |
Common Stock, Shares, Outstanding (in shares) | 723,292,600 | 723,292,600 | 656,655,455 | ||
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 | 0 | ||
Time-based Restricted Stock Units [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 11,559,549 | 5,747,938 | |||
Performance-based Restricted Stock Units [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 7,566,146 | 7,566,146 | |||
HTI Convertible Note Payable [Member] | |||||
Stock Issued During Period, Shares, Settlement of Convertible Securities (in shares) | 17,148,541 | ||||
Aphria Diamond [Member] | |||||
Stock Issued During Period, Shares, Settlement of Dividend Payable (in shares) | 5,004,735 | ||||
Stock Issued During Period, Value, Settlement of Dividend Payable | $ 8,146 | ||||
HEXO [Member] | |||||
Stock Issued During Period, Shares, Purchase of Assets (in shares) | 39,705,962 | ||||
Stock Issued During Period, Shares, Settlement of Financing Liability (in shares) | 865,426 | ||||
Stock Issued During Period, Value, Settlement of Financing Liability | $ 1,500 |
Note 14 - Stockholders' Equit_3
Note 14 - Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Stock-based compensation expense | $ 8,257 | $ 9,193 | $ 8,257 | $ 9,193 |
Share-Based Payment Arrangement, Option [Member] | ||||
Stock-based compensation expense | 0 | 604 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Stock-based compensation expense | $ 8,257 | $ 8,589 |
Note 15 - Accumulated Other C_3
Note 15 - Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Balance | $ 3,329,943 | $ 4,441,366 |
Other comprehensive loss | 3,209 | (62,817) |
Balance | 3,401,556 | 4,563,182 |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||
Balance | (46,610) | 54,413 |
Other comprehensive loss | 3,049 | (56,443) |
Balance | (43,561) | (2,030) |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member] | ||
Balance | 0 | (75,177) |
Other comprehensive loss | 0 | (2,525) |
Balance | 0 | (77,702) |
Unrealized Loss on Available for Sale Debt Securities [Member] | ||
Balance | (46,610) | (20,764) |
Other comprehensive loss | 3,049 | (58,968) |
Balance | $ (43,561) | $ (79,732) |
Note 16 - Non-controlling Int_3
Note 16 - Non-controlling Interests (Details Textual) | Aug. 31, 2023 | Aug. 31, 2021 |
Superhero Acquisition LP [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 68% | 68% |
CC Pharma Nordic ApS [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 75% | |
Aphria Diamond [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 51% | |
ColCanna S.A.S. [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 90% |
Note 16 - Non-controlling Int_4
Note 16 - Non-controlling Interests - Summary of Balance Sheet Information (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Current assets | $ 829,255 | $ 773,029 |
Current liabilities | (537,274) | (432,979) |
Superhero Acquisition LP [Member] | ||
Current assets | 0 | 0 |
Non-current assets | 74,681 | 74,681 |
Current liabilities | 0 | 0 |
Non-current liabilities | 0 | 0 |
Net assets | 74,681 | 74,681 |
CC Pharma Nordic ApS [Member] | ||
Current assets | 91 | 114 |
Non-current assets | 0 | 0 |
Current liabilities | (1,198) | (1,166) |
Non-current liabilities | 0 | 0 |
Net assets | (1,107) | (1,052) |
Aphria Diamond [Member] | ||
Current assets | 148,222 | 127,689 |
Non-current assets | 134,351 | 135,085 |
Current liabilities | (147,917) | (142,554) |
Non-current liabilities | (51,397) | (53,197) |
Net assets | 83,259 | 67,023 |
ColCanna S.A.S. [Member] | ||
Current assets | 169 | 224 |
Non-current assets | 3,730 | 3,307 |
Current liabilities | (6,982) | (6,697) |
Non-current liabilities | (2,072) | (1,428) |
Net assets | (5,155) | (4,594) |
Subsidiaries [Member] | ||
Current assets | 148,482 | 128,027 |
Non-current assets | 212,762 | 213,073 |
Current liabilities | (156,097) | (150,417) |
Non-current liabilities | (53,469) | (54,625) |
Net assets | $ 151,678 | $ 136,058 |
Note 16 - Non-controlling Int_5
Note 16 - Non-controlling Interests - Summary of Income Statement Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Net (loss) income | $ (55,863) | $ (65,794) |
Other comprehensive (loss) income | 3,209 | (62,817) |
Net comprehensive (loss) income | (52,654) | (128,611) |
Comprehensive (loss) income attributable to NCI | 15,822 | 3,839 |
Subsidiaries [Member] | ||
Revenue | 39,230 | 36,401 |
Total expenses | 15,887 | 72,934 |
Net (loss) income | 23,343 | (36,533) |
Other comprehensive (loss) income | 168 | (10,114) |
Net comprehensive (loss) income | 23,511 | (46,647) |
Comprehensive (loss) income attributable to NCI | 11,752 | (528) |
Additional income attributable to NCI | 4,070 | 4,367 |
Net comprehensive (loss) income attributable to NCI | 15,822 | 3,839 |
Superhero Acquisition LP [Member] | ||
Revenue | 0 | 0 |
Total expenses | 0 | (3,492) |
Net (loss) income | 0 | 3,492 |
Other comprehensive (loss) income | 0 | (7,103) |
Net comprehensive (loss) income | $ 0 | $ (3,611) |
Non-controlling interest % | 32% | 32% |
Comprehensive (loss) income attributable to NCI | $ 0 | $ (1,156) |
Additional income attributable to NCI | 0 | 0 |
Net comprehensive (loss) income attributable to NCI | 0 | (1,156) |
CC Pharma Nordic ApS [Member] | ||
Revenue | 0 | 0 |
Total expenses | 35 | 154 |
Net (loss) income | (35) | (154) |
Other comprehensive (loss) income | (20) | 29 |
Net comprehensive (loss) income | $ (55) | $ (125) |
Non-controlling interest % | 25% | 25% |
Comprehensive (loss) income attributable to NCI | $ (14) | $ (31) |
Additional income attributable to NCI | 0 | 0 |
Net comprehensive (loss) income attributable to NCI | (14) | (31) |
Aphria Diamond [Member] | ||
Revenue | 39,230 | 36,401 |
Total expenses | 15,636 | 20,427 |
Net (loss) income | 23,594 | 15,974 |
Other comprehensive (loss) income | 533 | (3,280) |
Net comprehensive (loss) income | $ 24,127 | $ 12,694 |
Non-controlling interest % | 49% | 49% |
Comprehensive (loss) income attributable to NCI | $ 11,822 | $ 6,220 |
Additional income attributable to NCI | 4,070 | 4,367 |
Net comprehensive (loss) income attributable to NCI | 15,892 | 10,587 |
ColCanna S.A.S. [Member] | ||
Revenue | 0 | 0 |
Total expenses | 216 | 55,845 |
Net (loss) income | (216) | (55,845) |
Other comprehensive (loss) income | (345) | 240 |
Net comprehensive (loss) income | $ (561) | $ (55,605) |
Non-controlling interest % | 10% | 10% |
Comprehensive (loss) income attributable to NCI | $ (56) | $ (5,561) |
Additional income attributable to NCI | 0 | 0 |
Net comprehensive (loss) income attributable to NCI | $ (56) | $ (5,561) |
Note 17 - Income Taxes (Details
Note 17 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Income Tax Expense (Benefit) | $ 7,264 | $ 7,211 |
Note 18 - Commitments and Con_3
Note 18 - Commitments and Contingencies (Details Textual) $ in Thousands | 3 Months Ended | |||
Feb. 21, 2020 CAD ($) | Aug. 31, 2023 USD ($) | May 31, 2023 USD ($) | Feb. 28, 2023 CAD ($) | |
Loss Contingency Accrual | $ 35,138 | $ 25,000 | ||
Increase (Decrease) in Loss Contingency Accrual | $ 10,138 | |||
Tilray and High Park vs. 420 Investments Unpaid Debt Collection [Member] | ||||
Debt Instrument, Face Amount | $ 7,000 | |||
Pending Litigation [Member] | The 420 Investments Ltd. Litigation [Member] | Damages [Member] | ||||
Loss Contingency, Damages Sought, Value | $ 110,000,000,000 | |||
Pending Litigation [Member] | The 420 Investments Ltd. Litigation [Member] | Aggravated Damages [Member] | ||||
Loss Contingency, Damages Sought, Value | $ 20,000,000,000 |
Note 18 - Commitments and Con_4
Note 18 - Commitments and Contingencies - Schedule of Commitments (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Long-term debt repayment | $ 372,451 | $ 395,422 |
Total | 661,587 | |
Total, 2024 | 365,898 | |
Total, 2025 | 35,724 | |
Total, 2026 | 10,337 | |
Total, 2027 | 9,287 | |
Total, thereafter | 240,341 | |
Material Purchase Obligations [Member] | ||
Convertible notes | 3,675 | |
Convertible notes | 875 | |
Purchase obligations, total | 56,525 | |
Purchase obligations, 2024 | 33,484 | |
Purchase obligations, 2025 | 18,491 | |
Purchase obligations, thereafter | 0 | |
Capital Addition Purchase Commitments [Member] | ||
Convertible notes | 0 | |
Convertible notes | 0 | |
Purchase obligations, total | 1,515 | |
Purchase obligations, 2024 | 1,515 | |
Purchase obligations, 2025 | 0 | |
Purchase obligations, thereafter | 0 | |
Long-term Debt, Excluding Convertible Debentures [Member] | ||
Long-term debt repayment | 166,977 | $ 161,707 |
Long-term debt repayment, 2024 | 66,829 | |
Long-term debt repayment, 2025 | 17,233 | |
Long-term debt repayment, 2026 | 6,662 | |
Long-term debt repayment, 2027 | 8,412 | |
Long-term debt repayment, thereafter | 67,841 | |
Convertible Debt Securities [Member] | ||
Long-term debt repayment | 436,570 | |
Long-term debt repayment, 2024 | 264,070 | |
Long-term debt repayment, 2025 | 0 | |
Long-term debt repayment, thereafter | 172,500 | |
Convertible notes | 0 | |
Convertible notes | $ 0 |
Note 18 - Commitments and Con_5
Note 18 - Commitments and Contingencies - Future Undiscounted Payment Associated with Lease Liabilities (Details) $ in Thousands | Aug. 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 | (8,525) |
Obligations recognized | $ 9,786 |
Note 19 - Net Revenue (Details
Note 19 - Net Revenue (Details Textual) | 3 Months Ended |
Aug. 31, 2023 | |
Number of Operating Segments | 4 |
Note 19 - Net Revenue - Compone
Note 19 - Net Revenue - Components of Net Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Net revenue | $ 176,949 | $ 153,211 |
Cannabis Segment [Member] | ||
Revenue | 96,884 | 75,689 |
Excise taxes | (26,551) | (17,119) |
Net revenue | 70,333 | 58,570 |
Beverage Alcohol Business [Member] | ||
Revenue | 25,339 | 21,863 |
Excise taxes | (1,177) | (1,209) |
Net revenue | 24,162 | 20,654 |
Distribution Business [Member] | ||
Net revenue | 69,157 | 60,585 |
Wellness Business [Member] | ||
Net revenue | $ 13,297 | $ 13,402 |
Note 20 - Cost of Goods Sold -
Note 20 - Cost of Goods Sold - Components of Cost of Goods Sold (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Cost of goods sold | $ 132,753 | $ 104,597 |
Cannabis Segment [Member] | ||
Cost of goods sold | 50,517 | 28,861 |
Beverage Alcohol Business [Member] | ||
Cost of goods sold | 11,266 | 10,849 |
Distribution Business [Member] | ||
Cost of goods sold | 61,468 | 54,984 |
Wellness Business [Member] | ||
Cost of goods sold | $ 9,502 | $ 9,903 |
Note 21 - General and Adminis_3
Note 21 - General and Administrative Expenses - Components of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Executive compensation | $ 3,661 | $ 3,555 | ||
Office and general | 8,168 | 5,829 | ||
Salaries and wages | 13,114 | 14,635 | ||
Share-Based Payment Arrangement, Expense | 8,257 | 9,193 | $ 8,257 | $ 9,193 |
Insurance | 3,849 | 2,703 | ||
Professional fees | 1,499 | 2,490 | ||
Loss (gain) on sale of capital assets | 3 | 77 | ||
Travel and accommodation | 1,107 | 1,161 | ||
Rent | 858 | 865 | ||
Total | $ 40,516 | $ 40,508 |
Note 22 - Non-operating (Expens
Note 22 - Non-operating (Expense) Income - Components of Non-operating Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Change in fair value of convertible debenture payable | $ (2,147) | $ (7,884) |
Change in fair value of warrant liability | (8,198) | 1,548 |
Foreign exchange loss (gain) | 6,267 | (25,573) |
Loss on long-term investments | (109) | (1,008) |
Other non-operating (losses) gains, net | (215) | (75) |
Total | $ (4,402) | $ (32,992) |
Note 23 - Fair Value Measurem_3
Note 23 - Fair Value Measurements (Details Textual) $ in Thousands | Aug. 31, 2023 USD ($) | May 31, 2023 USD ($) |
SweetWater, Montauk, and Truss [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.05 | |
SweetWater, Montauk, and Truss [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.114 | |
SweetWater, Montauk, and Truss [Member] | Measurement Input, Probability of Achievement [Member] | Minimum [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.25 | |
SweetWater, Montauk, and Truss [Member] | Measurement Input, Probability of Achievement [Member] | Maximum [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 90 | |
Long-term Debt, Excluding Convertible Debentures [Member] | ||
Long-Term Debt, Percentage Bearing Fixed Interest, Amount | $ 4,876 | $ 0 |
Convertible Debt [Member] | ||
Convertible Debt | $ 436,570 |
Note 23 - Fair Value Measurem_4
Note 23 - Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Restricted cash | $ 1,613 | $ 0 |
Equity investments measured at fair value | 2,064 | 2,144 |
Contingent consideration | 7,181 | 16,218 |
Fair Value, Recurring [Member] | ||
Cash and cash equivalents | 177,519 | 206,632 |
Restricted cash | 1,613 | 0 |
Marketable securities | 287,333 | 241,897 |
Convertible notes receivable | 74,681 | 103,401 |
Equity investments measured at fair value | 7,564 | 7,795 |
Warrant liability | 10,015 | 1,817 |
Contingent consideration | 20,181 | 27,107 |
Total recurring fair value measurements | 394,061 | 410,233 |
Fair Value, Recurring [Member] | APHA 24 [Member] | ||
APHA 24 Convertible debenture | 124,453 | 120,568 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents | 177,519 | 206,632 |
Restricted cash | 1,613 | 0 |
Marketable securities | 287,333 | 241,897 |
Convertible notes receivable | 0 | 0 |
Equity investments measured at fair value | 1,078 | 1,056 |
Warrant liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total recurring fair value measurements | 467,543 | 449,585 |
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 |
Restricted cash | 0 | |
Marketable securities | 0 | 0 |
Convertible notes receivable | 0 | 0 |
Equity investments measured at fair value | 986 | 1,088 |
Warrant liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total recurring fair value measurements | 986 | 1,088 |
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 |
Restricted cash | 0 | |
Marketable securities | 0 | 0 |
Convertible notes receivable | 74,681 | 103,401 |
Equity investments measured at fair value | 5,500 | 5,651 |
Warrant liability | 10,015 | 1,817 |
Contingent consideration | 20,181 | 27,107 |
Total recurring fair value measurements | (74,468) | (40,440) |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | APHA 24 [Member] | ||
APHA 24 Convertible debenture | $ 124,453 | $ 120,568 |
Note 23 - Financial Risk Manage
Note 23 - Financial Risk Management and Financial Instruments - Reconciliation of Level 3 Assets and Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 3 Months Ended |
Aug. 31, 2023 USD ($) | |
Equity Investments [Member] | |
Balance | $ 5,651 |
Additions | 0 |
Disposals | 0 |
Unrealized gain (loss) on fair value | (151) |
Impairments | |
Balance | 5,500 |
Warrant Liability [Member] | |
Balance | (1,817) |
Additions | 0 |
Disposals | 0 |
Unrealized gain (loss) on fair value | (8,198) |
Impairments | 0 |
Balance | (10,015) |
Contingent Consideration [Member] | |
Balance | (27,107) |
Additions | (4,181) |
Disposals | 0 |
Unrealized gain (loss) on fair value | 11,107 |
Impairments | 0 |
Balance | (20,181) |
Long-Term Debt [Member] | APHA 24 [Member] | |
Balance | (120,568) |
Additions | 0 |
Disposals | 0 |
Unrealized gain (loss) on fair value | (3,885) |
Impairments | 0 |
Balance | (124,453) |
Notes Receivable [Member] | |
Balance | 103,401 |
Additions | 0 |
Disposals | (28,720) |
Unrealized gain (loss) on fair value | 0 |
Impairments | 0 |
Balance | $ 74,681 |
Note 23 - Financial Risk Mana_2
Note 23 - Financial Risk Management and Financial Instruments - Inputs Used to Recognize Unrealized Gain (Loss) on Fair Value (Details) | Aug. 31, 2023 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | |
APHA Convertible debentures | 0.50 |
Warrant liability | 0.50 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Expected Term [Member] | |
APHA Convertible debentures | 0.8 |
Warrant liability | 1.5 |
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, Conversion Rate [Member] | Minimum [Member] | |
Contingent consideration | 0.25 |
Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Conversion Rate [Member] | Maximum [Member] | |
Contingent consideration | 0.90 |
Note 24 - Segment Reporting (De
Note 24 - Segment Reporting (Details Textual) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) | |
Number of Reportable Segments | 4 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customers [Member] | ||
Number Of Major Customers | 0 | 0 |
Advisory Services Agreement With HEXO [Member] | Advisory Services Revenue [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,500 | $ 7,753 |
Note 24 - Segment Reporting - S
Note 24 - Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Net revenue | $ 176,949 | $ 153,211 |
Cost of goods sold | 132,753 | 104,597 |
Gross profit | 44,196 | 48,614 |
Cannabis Segment [Member] | ||
Net revenue | 70,333 | 58,570 |
Cost of goods sold | 50,517 | 28,861 |
Gross profit | 19,816 | 29,709 |
Revenue | 96,884 | 75,689 |
Excise taxes | (26,551) | (17,119) |
Cannabis Segment [Member] | Medical Cannabis Products [Member] | ||
Revenue | 6,142 | 6,520 |
Cannabis Segment [Member] | Adult-use Cannabis Products [Member] | ||
Revenue | 71,195 | 58,355 |
Cannabis Segment [Member] | Wholesale Cannabis Products [Member] | ||
Revenue | 5,295 | 392 |
Cannabis Segment [Member] | International Cannabis Products [Member] | ||
Revenue | 14,252 | 10,422 |
Distribution Business [Member] | ||
Net revenue | 69,157 | 60,585 |
Cost of goods sold | 61,468 | 54,984 |
Gross profit | 7,689 | 5,601 |
Beverage Alcohol Business [Member] | ||
Net revenue | 24,162 | 20,654 |
Cost of goods sold | 11,266 | 10,849 |
Gross profit | 12,896 | 9,805 |
Revenue | 25,339 | 21,863 |
Excise taxes | (1,177) | (1,209) |
Wellness Business [Member] | ||
Net revenue | 13,297 | 13,402 |
Cost of goods sold | 9,502 | 9,903 |
Gross profit | $ 3,795 | $ 3,499 |
Note 24 - Segment Reporting - G
Note 24 - Segment Reporting - Geographic Net Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Net revenue | $ 176,949 | $ 153,211 |
North America [Member] | ||
Net revenue | 93,521 | 82,192 |
EMEA [Member] | ||
Net revenue | 79,704 | 66,041 |
Rest of World [Member] | ||
Net revenue | $ 3,724 | $ 4,978 |
Note 24 - Segment Reporting -_2
Note 24 - Segment Reporting - Geographic Capital Assets (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Capital assets | $ 494,619 | $ 429,667 |
North America [Member] | ||
Capital assets | 384,091 | 319,173 |
EMEA [Member] | ||
Capital assets | 106,761 | 107,131 |
Rest of World [Member] | ||
Capital assets | $ 3,767 | $ 3,363 |
Note 25 - Subsequent Events (De
Note 25 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) $ in Thousands | Oct. 01, 2023 | Sep. 29, 2023 | Sep. 12, 2023 |
Convertible TLRY 23 [Member] | |||
Debt Instrument, Repurchased Face Amount | $ 20,000 | ||
Debt Conversion, Converted Instrument, Amount | $ 20,000 | ||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 7,000,000 | ||
Repayments of Debt | $ 107,331 | $ 610 | |
Long-Term Debt | $ 107,331 | ||
Portfolio of Craft Beer Brands [Member] | |||
Payments to Acquire Businesses, Gross | $ 85,000 |