Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2024 | Jul. 25, 2024 | Nov. 30, 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 | FY | ||
Document Fiscal Year Focus | 2024 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | May 31, 2024 | ||
Document Transition Report | false | ||
Entity File Number | 001-38594 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-4310622 | ||
Entity Address, Address Line One | 265 Talbot Street West | ||
Entity Address, City or Town | Leamington | ||
Entity Address, State or Province | ON | ||
Entity Address, Postal Zip Code | N8H 5L4 | ||
City Area Code | 844 | ||
Local Phone Number | 845-7291 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | TLRY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,300,000,000 | ||
Entity Common Stock, Shares Outstanding | 842,961,757 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Toronto, Canada | ||
Auditor Firm ID | 2024 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 228,340 | $ 206,632 |
Marketable securities | 32,182 | 241,897 |
Accounts receivable, net | 101,695 | 86,227 |
Inventory | 252,087 | 200,551 |
Prepaids and other current assets | 31,332 | 37,722 |
Assets held for sale | 32,074 | 0 |
Total current assets | 677,710 | 773,029 |
Capital assets | 558,247 | 429,667 |
Operating lease, right-of-use assets | 16,101 | 5,941 |
Intangible assets | 915,469 | 973,785 |
Goodwill | 2,008,884 | 2,008,843 |
Interest in equity investees | 0 | 4,576 |
Long-term investments | 7,859 | 7,795 |
Convertible notes receivable | 32,000 | 103,401 |
Other assets | 5,395 | 222 |
Total assets | 4,221,665 | 4,307,259 |
Liabilities, Current [Abstract] | ||
Bank indebtedness | 18,033 | 23,381 |
Accounts payable and accrued liabilities | 241,957 | 190,682 |
Contingent consideration | 15,000 | 16,218 |
Warrant liability | 3,253 | 1,817 |
Operating and Finance Lease Liability, Current | 5,091 | 2,423 |
Current portion of long-term debt | 15,506 | 24,080 |
Deduct - current portion | 330 | 174,378 |
Total current liabilities | 299,170 | 432,979 |
Liabilities, Noncurrent [Abstract] | ||
Contingent consideration | 0 | 10,889 |
Operating and Finance Lease Liability, Noncurrent | 60,422 | 7,936 |
Long-term debt | 158,352 | 136,889 |
Convertible debentures payable | 129,583 | 221,044 |
Deferred tax liabilities, net | 130,870 | 167,364 |
Other liabilities | 90 | 215 |
Total liabilities | 778,487 | 977,316 |
Commitments and contingencies (refer to Note 28) | ||
Stockholders' equity | ||
Common stock ($0.0001 par value; 1,198,000,000 common shares authorized; 831,925,373 and 656,655,455 common shares issued and outstanding, respectively) | 83 | 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 | 6,146,810 | 5,777,743 |
Accumulated other comprehensive loss | (43,499) | (46,610) |
Accumulated Deficit | (2,660,488) | (2,415,507) |
Total Tilray Brands, Inc. stockholders' equity | 3,442,906 | 3,315,692 |
Non-controlling interests | 272 | 14,251 |
Total stockholders' equity | 3,443,178 | 3,329,943 |
Total liabilities and stockholders' equity | $ 4,221,665 | $ 4,307,259 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Parentheticals) - $ / shares | May 31, 2024 | May 31, 2023 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,198,000,000 | 980,000,000 |
Common stock, shares issued (in shares) | 831,925,373 | 656,655,455 |
Common stock, shares outstanding (in shares) | 831,925,373 | 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 - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Net revenue | $ 788,942 | $ 627,124 | $ 628,372 |
Cost of goods sold | 565,591 | 480,164 | 511,555 |
Gross profit | 223,351 | 146,960 | 116,817 |
Operating expenses: | |||
General and administrative | 167,358 | 165,159 | 162,801 |
Selling | 37,233 | 34,840 | 34,926 |
Amortization | 84,752 | 93,489 | 115,191 |
Marketing and promotion | 41,933 | 30,937 | 30,934 |
Research and development | 635 | 682 | 1,518 |
Change in fair value of contingent consideration | (15,790) | 855 | (44,650) |
Asset Impairment Charges | 0 | 934,001 | 378,241 |
Other than temporary change in fair value of convertible notes receivable | 42,681 | 246,330 | 0 |
Litigation costs, net of recoveries | 8,251 | (505) | 16,518 |
Restructuring costs | 15,581 | 9,245 | 795 |
Transaction costs (income), net | 15,462 | 1,613 | 30,944 |
Total operating expenses | 398,096 | 1,516,645 | 727,218 |
Operating loss | (174,745) | (1,369,685) | (610,401) |
Interest expense, net | (36,433) | (13,587) | (27,944) |
Non-operating income (expense), net | (37,842) | (66,909) | 197,671 |
Loss before income taxes | (249,020) | (1,450,181) | (440,674) |
Income tax (recovery) expense | (26,616) | (7,181) | (6,542) |
Net loss | (222,404) | (1,443,000) | (434,132) |
Total net income (loss) attributable to: | |||
Stockholders of Tilray Brands, Inc. | (244,981) | (1,452,656) | (476,801) |
Non-controlling interests | 22,577 | 9,656 | 42,669 |
Other comprehensive gain (loss), net of tax | |||
Foreign currency translation gain (loss) | 3,121 | (83,533) | (125,306) |
Unrealized gain (loss) on convertible notes receivable | 0 | 75,177 | (71,428) |
Total other comprehensive gain (loss), net of tax | 3,121 | (8,356) | (196,734) |
Comprehensive loss | (219,283) | (1,451,356) | (630,866) |
Total comprehensive income (loss) attributable to: | |||
Stockholders of Tilray Brands, Inc. | (241,870) | (1,478,502) | (650,233) |
Non-controlling interests | $ 22,587 | $ 27,146 | $ 19,367 |
Weighted average number of common shares - basic (in shares) | 742,649,477 | 617,982,589 | 481,219,130 |
Weighted average number of common shares - diluted (in shares) | 742,649,477 | 617,982,589 | 481,219,130 |
Net loss per share - basic (in dollars per share) | $ (0.33) | $ (2.35) | $ (0.99) |
Net loss per share - diluted (in dollars per share) | $ (0.33) | $ (2.35) | $ (0.99) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Superhero Acquisition LP [Member] Common Stock and Preferred Stock [Member] | Superhero Acquisition LP [Member] Additional Paid-in Capital [Member] | Superhero Acquisition LP [Member] AOCI Attributable to Parent [Member] | Superhero Acquisition LP [Member] Retained Earnings [Member] | Superhero Acquisition LP [Member] Noncontrolling Interest [Member] | Superhero Acquisition LP [Member] | Breckenridge [Member] Common Stock and Preferred Stock [Member] | Breckenridge [Member] Additional Paid-in Capital [Member] | Breckenridge [Member] AOCI Attributable to Parent [Member] | Breckenridge [Member] Retained Earnings [Member] | Breckenridge [Member] Noncontrolling Interest [Member] | Breckenridge [Member] | Acquisition of Montauk Brewing Company, Inc. [Member] Common Stock and Preferred Stock [Member] | Acquisition of Montauk Brewing Company, Inc. [Member] Additional Paid-in Capital [Member] | Acquisition of Montauk Brewing Company, Inc. [Member] AOCI Attributable to Parent [Member] | Acquisition of Montauk Brewing Company, Inc. [Member] Retained Earnings [Member] | Acquisition of Montauk Brewing Company, Inc. [Member] Noncontrolling Interest [Member] | Acquisition of Montauk Brewing Company, Inc. [Member] | HEXO Acquisition [Member] Common Stock and Preferred Stock [Member] | HEXO Acquisition [Member] Additional Paid-in Capital [Member] | HEXO Acquisition [Member] AOCI Attributable to Parent [Member] | HEXO Acquisition [Member] Retained Earnings [Member] | HEXO Acquisition [Member] Noncontrolling Interest [Member] | HEXO Acquisition [Member] | HT Investments MA LLC Note [Member] Common Stock and Preferred Stock [Member] | HT Investments MA LLC Note [Member] Additional Paid-in Capital [Member] | HT Investments MA LLC Note [Member] AOCI Attributable to Parent [Member] | HT Investments MA LLC Note [Member] Retained Earnings [Member] | HT Investments MA LLC Note [Member] Noncontrolling Interest [Member] | HT Investments MA LLC Note [Member] | TLRY 27 [Member] Common Stock and Preferred Stock [Member] | TLRY 27 [Member] Additional Paid-in Capital [Member] | TLRY 27 [Member] AOCI Attributable to Parent [Member] | TLRY 27 [Member] Retained Earnings [Member] | TLRY 27 [Member] Noncontrolling Interest [Member] | TLRY 27 [Member] | Convertible TLRY 23 [Member] Common Stock and Preferred Stock [Member] | Convertible TLRY 23 [Member] Additional Paid-in Capital [Member] | Convertible TLRY 23 [Member] AOCI Attributable to Parent [Member] | Convertible TLRY 23 [Member] Retained Earnings [Member] | Convertible TLRY 23 [Member] Noncontrolling Interest [Member] | Convertible TLRY 23 [Member] | Convertible ALPHA 24 [Member] Common Stock and Preferred Stock [Member] | Convertible ALPHA 24 [Member] Additional Paid-in Capital [Member] | Convertible ALPHA 24 [Member] AOCI Attributable to Parent [Member] | Convertible ALPHA 24 [Member] Retained Earnings [Member] | Convertible ALPHA 24 [Member] Noncontrolling Interest [Member] | Convertible ALPHA 24 [Member] | Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] Common Stock and Preferred Stock [Member] | Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] Additional Paid-in Capital [Member] | Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] AOCI Attributable to Parent [Member] | Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] Retained Earnings [Member] | Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] Noncontrolling Interest [Member] | Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] | Settlement of TLRY 23 Convertible Note With Share Issuance [Member] Common Stock and Preferred Stock [Member] | Settlement of TLRY 23 Convertible Note With Share Issuance [Member] Additional Paid-in Capital [Member] | Settlement of TLRY 23 Convertible Note With Share Issuance [Member] AOCI Attributable to Parent [Member] | Settlement of TLRY 23 Convertible Note With Share Issuance [Member] Retained Earnings [Member] | Settlement of TLRY 23 Convertible Note With Share Issuance [Member] Noncontrolling Interest [Member] | Settlement of TLRY 23 Convertible Note With Share Issuance [Member] | Common Stock and Preferred Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at May. 31, 2021 | 446,440,641 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at May. 31, 2021 | $ 46 | $ 4,792,406 | $ 152,668 | $ (486,050) | $ 6,243 | $ 4,465,313 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Third party contribution to Superhero Acquisition LP | $ 0 | 0 | 0 | 0 | 52,995 | 52,995 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance (in shares) | 9,817,061 | 12,540,479 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance | $ 0 | $ 117,804 | $ 0 | $ 0 | $ 0 | $ 117,804 | $ 2 | $ 114,066 | $ 0 | $ 0 | $ 0 | $ 114,068 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - equity financing (in shares) | 51,741,710 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - equity financing | $ 5 | 262,504 | 0 | 0 | 0 | 262,509 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Double Diamond Holdings note (in shares) | 2,677,596 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Double Diamond Holdings note | $ 0 | 28,560 | 0 | 0 | (36,044) | (7,484) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - legal settlement (in shares) | 2,959,386 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - legal settlement | $ 0 | 22,170 | 0 | 0 | 0 | 22,170 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - purchase of capital and intangible assets (in shares) | 1,289,628 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - purchase of capital and intangible assets | $ 0 | 12,146 | 0 | 0 | 0 | 12,146 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - options exercised (in shares) | 719,031 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - options exercised | $ 0 | 5,403 | 0 | 0 | 0 | 5,403 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - RSUs exercised (in shares) | 4,489,355 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares effectively repurchased for employee withholding tax | 0 | (8,686) | 0 | 0 | 0 | (8,686) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 0 | 35,994 | 0 | 0 | 0 | 35,994 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) for the year | $ 0 | 0 | (173,432) | (476,801) | 19,367 | (630,866) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Settlement of litigation claims from MediPharm Labs Inc (in shares) | 2,959,386 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Settlement of litigation claims from MediPharm Labs Inc | $ 0 | 22,170 | 0 | 0 | 0 | 22,170 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) for the period | $ 0 | 0 | (173,432) | (476,801) | 19,367 | (630,866) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 (in shares) | 1,708,521 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance | $ 0 | $ 6,422 | $ 0 | $ 0 | $ 0 | $ 6,422 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - equity financing (in shares) | 32,481,149 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - equity financing | $ 3 | 129,590 | 0 | 0 | 0 | 129,593 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Double Diamond Holdings note (in shares) | 16,114,406 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Double Diamond Holdings note | $ 3 | 60,062 | 0 | 0 | (47,598) | 12,467 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - options exercised (in shares) | 7,960 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - options exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - RSUs exercised (in shares) | 1,854,120 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares effectively repurchased for employee withholding tax | 0 | (1,189) | 0 | 0 | 0 | (1,189) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 0 | 39,595 | 0 | 0 | 0 | 39,595 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) for the year | $ 0 | 0 | (25,846) | (1,452,656) | 27,146 | (1,451,356) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance- purchase of HEXO convertible note receivable (in shares) | 33,314,412 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance- purchase of HEXO convertible note receivable | $ 3 | 107,269 | 0 | 0 | 0 | 107,272 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
HTI Convertible Note - conversion feature | $ 0 | $ 9,055 | $ 0 | $ 0 | $ 0 | $ 9,055 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - convertible notes share lending agreement (in shares) | 38,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - convertible notes share lending agreement | $ 4 | 26,157 | 0 | 0 | 0 | 26,161 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity component related to issuance of convertible debt, net of issuance costs | $ 0 | $ 18,415 | $ 0 | $ 0 | $ 0 | $ 18,415 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared to non-controlling interests | 0 | 0 | 0 | 0 | (7,858) | (7,858) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) for the period | $ 0 | 0 | (25,846) | (1,452,656) | 27,146 | (1,451,356) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 (in shares) | 39,705,962 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance | $ 4 | $ 65,158 | $ 0 | $ 0 | $ 0 | $ 65,162 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Double Diamond Holdings note (in shares) | 24,780,994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Double Diamond Holdings note | $ 2 | 47,702 | 0 | 0 | (26,217) | 21,487 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - legal settlement (in shares) | 1,573,152 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - legal settlement | $ 0 | $ 3,477 | $ 0 | $ 0 | $ 0 | $ 3,477 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - options exercised (in shares) | 4,291 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - options exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - RSUs exercised (in shares) | 4,346,946 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | 31,769 | 0 | 0 | 0 | 31,769 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) for the year | 0 | 0 | 3,111 | (244,981) | 22,587 | (219,283) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity component related to issuance of convertible debt, net of issuance costs | 0 | 3,953 | 0 | 0 | 0 | 3,953 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared to non-controlling interests | $ 0 | 0 | 0 | 0 | (10,349) | (10,349) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - acquisition settlement (in shares) | 865,426 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - acquisition settlement | $ 0 | 1,500 | 0 | 0 | 0 | 1,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance (in shares) | 18,181,157 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - HTI convertible note | $ 2 | 52,311 | 0 | 0 | 0 | 52,313 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Settlement of litigation claims from MediPharm Labs Inc (in shares) | 1,573,152 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Settlement of litigation claims from MediPharm Labs Inc | $ 0 | $ 3,477 | $ 0 | $ 0 | $ 0 | $ 3,477 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Repurchase/settlement of note (in shares) | 7,000,000 | 73,484,147 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Repurchase of note | $ 1 | $ 20,457 | $ 0 | $ 0 | $ 0 | $ 20,458 | $ 8 | $ 140,653 | $ 0 | $ 0 | $ 0 | $ 140,661 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Settlement of equity component of TLRY 23 convertible note | $ 0 | $ (1,672) | $ 0 | $ 0 | $ 0 | $ (1,672) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - Repurchase/settlement of note (in shares) | 7,000,000 | 73,484,147 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - At-the-Market (“ATM”) program (in shares) | 5,327,843 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share issuance - At-the-Market (“ATM”) program | $ 0 | 8,619 | 0 | 0 | 0 | 8,619 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) for the period | $ 0 | 0 | 3,111 | (244,981) | 22,587 | (219,283) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at May. 31, 2024 | 831,925,373 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at May. 31, 2024 | $ 83 | $ 6,146,810 | $ (43,499) | $ (2,660,488) | $ 272 | $ 3,443,178 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Cash provided by (used in) operating activities: | |||
Net loss | $ (222,404) | $ (1,443,000) | $ (434,132) |
Adjustments for: | |||
Deferred income tax recovery | (38,872) | (31,953) | (27,538) |
Unrealized foreign exchange (gain) loss | 3,756 | 17,768 | 18,001 |
Amortization | 126,913 | 130,149 | 154,592 |
Gain on sale of capital assets | (4,198) | (48) | (682) |
Accretion of convertible debt discount | 14,459 | 3,848 | 5,042 |
Inventory valuation write down | 0 | 55,000 | 67,000 |
Asset Impairment Charges | 0 | 934,001 | 378,241 |
Other than temporary change in fair value of convertible notes receivable | 42,681 | 246,330 | 0 |
Other non-cash items | 13,626 | 11,406 | (9,647) |
Stock-based compensation | 31,769 | 39,595 | 35,994 |
Loss on long-term investments & equity investments | 4,855 | 2,190 | 4,914 |
(Gain) loss on derivative instruments | 21,172 | 27,365 | (232,625) |
Change in fair value of contingent consideration | (15,790) | 855 | (44,650) |
Change in non-cash working capital: | |||
Accounts receivable | (6,575) | 4,168 | (5,842) |
Prepaids and other current assets | 13,069 | 3,122 | 4,472 |
Inventory | (15,578) | (12,934) | (45,749) |
Accounts payable and accrued liabilities | 212 | 20,044 | (44,652) |
Net cash provided by (used in) operating activities | (30,905) | 7,906 | (177,262) |
Cash provided by (used in) investing activities: | |||
Investment in capital and intangible assets | (29,249) | (20,800) | (34,064) |
Proceeds from disposal of capital and intangible assets | 8,509 | 4,304 | 12,205 |
Disposal (purchase) of marketable securities, net | 209,715 | (241,897) | 0 |
Business acquisitions, net of cash acquired | (60,626) | (26,718) | 326 |
Net cash provided by (used in) investing activities | 128,349 | (285,111) | (21,533) |
Cash provided by (used in) financing activities: | |||
Share capital issued, net of cash issuance costs | 8,619 | 129,593 | 262,509 |
Proceeds from warrants and options exercised | 0 | 0 | 5,403 |
Shares effectively repurchased for employee withholding tax | 0 | (1,189) | (8,686) |
Proceeds from long-term debt | 32,621 | 1,288 | 0 |
Repayment of long-term debt | (22,402) | (21,336) | (40,254) |
Proceeds from convertible debt | 21,553 | 145,052 | |
Repayment of convertible debt | (107,330) | (187,394) | (88,026) |
Repayment of lease liabilities | (2,900) | (1,114) | (4,672) |
Net increase (decrease) in bank indebtedness | (5,348) | 5,258 | 9,406 |
Dividend paid to NCI | 0 | 0 | (7,484) |
Net cash provided by (used in) financing activities | (75,187) | 70,158 | 128,196 |
Effect of foreign exchange on cash and cash equivalents | (549) | (2,230) | (1,958) |
Net decrease in cash and cash equivalents | 21,708 | (209,277) | (72,557) |
Cash and cash equivalents, beginning of period | 206,632 | 415,909 | 488,466 |
Cash and cash equivalents, end of period | $ 228,340 | $ 206,632 | $ 415,909 |
Note 1 - Description of Busines
Note 1 - Description of Business | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. Description of business Tilray Brands, Inc., and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, or “us”) is a leading global cannabis-lifestyle and consumer products company headquartered in Leamington, Ontario, Canada, and New York with operations in Canada, the United States, Europe, Australia, New Zealand and Latin America. Tilray’s mission is to be the trusted partner for its patients and consumers by providing them with a cultivated experience and health and wellbeing through high-quality, differentiated brands and innovative products. A pioneer in cannabis research, cultivation and distribution, Tilray’s production platform supports over 20 20 On January 10, 2022, second |
Note 2 - Basis of Preparation
Note 2 - Basis of Preparation | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | 2. Basis of preparation The policies applied in these consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). These consolidated financial statements have been prepared on the going concern basis which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due, under the historical cost convention except for certain financial instruments that are measured at fair value, as detailed in the Company’s accounting policies. Foreign currency These consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s reporting currency; however, the functional currency of the entities in these financial statements are their respective local currencies, including Canadian dollar, USD, Euro, Australian dollar, and British Pound Sterling. Foreign currency transactions are remeasured to the respective functional currencies of the Company’s entities at the exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are remeasured to the functional currency at the foreign exchange rate applicable at the statement of financial position date. Non-monetary items carried at historical cost denominated in foreign currencies are remeasured to the functional currency at the date of the transactions. Non-monetary items carried at fair value denominated in foreign currencies are remeasured to the functional currency at the date when the fair value was determined. Realized and unrealized exchange gains and losses are recognized through profit and loss. On consolidation, the assets and liabilities of foreign operations reported in their functional currencies are translated into USD, the Group’s presentation currency, at period-end exchange rates. Income and expenses, and cash flows of foreign operations are translated into USD using average exchange rates. Exchange differences resulting from translating foreign operations are recognized in other comprehensive income (loss) and accumulated in equity. Basis of consolidation 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 all subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All intercompany balances and transactions have been eliminated on consolidation. Equity method investments In accordance with ASC 323, Investments Equity Method and Joint Ventures, not If the Company’s share of losses in an equity investment equals or exceeds its interest in the entity, including any net advances, the group does not Unrealized gains on transactions between the Company and its equity-method investees are eliminated only to the extent of the Company’s interest in these entities. Unrealized losses are also eliminated, except to the extent that the underlying asset is impaired. |
Note 3 - Significant Accounting
Note 3 - Significant Accounting Policies | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 3. Significant accounting policies The significant accounting policies used by the Company are as follows: Cash and cash equivalents Cash and cash equivalents are comprised of cash and highly liquid investments that are both readily convertible into known amounts of cash with original maturities of three Marketable Securities We classify term deposits and other investments that have maturities of greater than three one Restricted cash We classify cash that is legally or contractually restricted as to withdrawal or usage as restricted cash. As of May 31, 2024 May 31, 2023 , $nil May 31, 2024 , 9 May 31, 2024 , Accounts receivable The Company maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in its accounts receivable portfolio as of the reporting dates based on the projection of expected credit losses. The Company applies the aging method to estimate the allowance for expected credit losses. The aging method is applied to accounts receivables at the business unit level to reflect shared risk characteristics, such as receivable type, customer type and geographical location. The aging method assigns accounts receivables to a level of delinquency and applies loss rates to each class based on historical loss experience. The Company also considers relevant qualitative and quantitative factors to assess whether historical loss experience should be adjusted to better reflect the risk characteristics of the current classes and the expected future loss. This assessment incorporates all available information relevant to considering the collectability of its current classes, including considering economic and business conditions, default trends, changes in its class composition, among other internal and external factors. The expected credit loss estimates are adjusted for current conditions and reasonable supportable forecasts. As part of the Company’s analysis of expected credit losses, it may not Inventory Inventory is valued at the lower of cost and net realizable value, determined using weighted average cost. All direct and indirect costs related to inventory are capitalized as they are incurred, and they are subsequently recorded in cost of goods sold on the statements of loss and comprehensive loss at the time inventory is sold. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and records write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage. Actual inventory losses may Capital assets Capital assets are recorded at cost and amortized on a straight-line basis over the estimated useful lives or lease term, whichever is shorter. The Company’s capital assets are reviewed when impairment indicators are present by analyzing underlying cash flow projections. Maintenance and repairs are charged to expenses as incurred. The Company uses the following ranges of asset lives: Asset type Depreciation method Depreciation term (estimated useful life) Production facility Straight-line 20 30 Equipment Straight-line 3 25 Leasehold improvements Straight-line Lesser of estimated useful life or lease term Finance lease right-of-use assets Straight-line Lesser of the lease term and the useful life of the leased asset Assets held for sale We classify capital assets that are available for immediate sale in their present condition, which the Company has approved the action or plan to sell, and the sale is probable within one May 31, 2024 6 no When there are changes in circumstances that were previously considered unlikely to occur, and it is decided not not Intangible assets Intangible assets are recorded at cost and amortized on a straight-line basis over the estimated useful lives. The Company uses the following ranges of asset lives: Asset type Amortization term Customer relationships & distribution channel 14 16 Licences, permits & applications 90 Intellectual property, trademarks & brands 15 25 Non-compete agreements Over term of non-compete Know how 5 Impairment of long-lived assets The Company reviews long-lived assets, including capital assets and definite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not may Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with Accounting Standards Codification, ASC 805, Business Combinations Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as a liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in profit or loss. Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received (except for the costs to issue debt or equity securities which are recognized according to specific requirements). Purchase price allocations may not one Goodwill represents the excess of the consideration transferred for the acquisition of subsidiaries over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Impairment of goodwill and indefinite-lived intangible assets Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one four fourth may not Leases Arrangements containing leases are evaluated as an operating or finance lease at lease inception. For operating leases, the Company recognizes an operating lease right-of-use ("ROU") asset and operating lease liability at lease commencement based on the present value of lease payments over the lease term. With the exception of certain finance leases, an implicit rate of return is not The incremental borrowing rate is determined using a portfolio approach based on the rate of interest the Company would have to pay to borrow funds on a collateralized basis over a similar term. The Company references market yield curves which are risk-adjusted to approximate a collateralized rate in the currency of the lease. These rates are updated on a quarterly basis for measurement of new lease obligations. The Company’s lease terms may 12 not Convertible notes receivable Convertible notes receivable includes 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 consolidated 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 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 Equity method investments Investments in entities over which the Company does not Convertible debentures The Company accounts for its convertible debentures in accordance with ASC 470 20 Debt with Conversion and Other Options 815 15 Derivatives and Hedging Embedded Derivatives 470 20 Debt Debt with Conversion and Other Options Upon repurchase of convertible debt instruments, ASC 470 20 For convertible debentures with an embedded conversion feature that did not 815 15, 825 Fair Value Measurements Warrants Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815 Derivatives and Hedging Contracts in Entity's Own Equity not Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of accounts receivable, prepaids and other current assets, bank indebtedness and accounts payable and accrued liabilities approximate their fair values due to their short periods to maturity. The Company calculates the estimated fair value of financial instruments, including convertible notes receivable, long-term investments, warrant liability, contingent consideration, and convertible debentures, using quoted market prices when available. When quoted market prices are not may Income taxes Income taxes are recognized in the consolidated statements of loss and comprehensive loss and are comprised of current and deferred taxes. Current tax is recognized in connection with income for tax purposes, unrealized tax benefits and the recovery of tax paid in a prior period and measured using enacted tax rates and laws applicable to the taxation period during which the income for tax purposes arose. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that a deferred tax asset will be realized, and a valuation allowance is provided to the extent that it is more likely than not not The Company recognizes uncertain income tax positions at the largest amount that is more likely than not not 50% Revenue Revenue is recognized when the control of the promised goods or services, through performance obligation, is transferred or 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 loss and comprehensive loss 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, 30 June 22, 2023, 9 Cost of goods sold Cost of goods sold represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling, the amortization of manufacturing equipment and production facilities and tariffs. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. Cost of goods sold also includes inventory valuation adjustments. General and administrative General and administrative expenses are comprised primarily of (i) personnel related costs such as salaries, benefits, annual employee bonus expense and stock-based ‘compensation costs; (ii) legal, accounting, consulting and other professional fees; and (iii) corporate insurance and other facilities costs associated with our corporate and administrative locations. Selling Selling expenses are comprised of direct selling costs which primarily consist of (i) commissions paid to our third Marketing and promotion Marketing and promotion expenses are comprised primarily of marketing and advertising expenses. Research and development Research and development costs are expensed as incurred. Research and development are comprised primarily of costs for clinical study costs, contracted research, consulting services, materials, supplies and other expenses incurred to sustain our overall research and development programs. Stock-based compensation The Company has an omnibus plan which includes issuances of stock options, restricted stock units (“RSUs”) and stock appreciation rights (“SARs”). The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The fair value of RSUs is based on the share price as at date of grant and no SARs were issued to date. The share-based compensation expense is based on the fair value of the stock-based awards at the grant date and the expense is recognized over the related service period following a straight-line vesting expense schedule. The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates. Any revisions are recognized in the consolidated statements of loss and comprehensive loss such that the cumulative expense reflects the revised estimate. For performance-based stock options and RSUs, the Company records compensation expense over the estimated service period adjusted for a probability factor of achieving the performance-based milestones. At each reporting date, the Company assesses the probability factor and records compensation expense accordingly, net of estimated forfeitures. Transaction (income) costs, net The Company expenses costs net of any gains directly attributable to business acquisitions and classifies these items as transaction (income) costs, net. These items include among other things, legal fees to complete the acquisition, financial advisor and due diligence costs, and transaction related compensation. These items are recognized as incurred. 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 17 In computing diluted earnings (loss) per share, common share equivalents are not May 31, 2024 May 31, 2023, Critical accounting estimates and judgments The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenues and expenses. These estimates and judgements are subject to change based on experience and new information which could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Actual results may Financial statement areas that require significant judgement and estimates are as follows: Convertible notes receivable may not may Use of the valuation approach described below may may not Company-specific information is considered when determining whether the fair value of convertible notes receivable should be adjusted upward or downward at the end of each reporting period. In addition to company-specific information, the Company will consider trends in general market conditions in relation to the convertible notes receivable. The fair value of convertible notes receivable may • There has been a significant subsequent equity financing provided by outside investors at a valuation different than the current value of the investee company, in which case the fair value of the investment is set to the value at which that financing took place; • There have been significant corporate, political, or operating events affecting the investee company that, in management’s opinion, have a material impact on the investee company’s prospects and therefore its fair value. In these circumstances, the adjustment to the fair value of the investment will be based on management’s judgment and any value estimated may not • The investee company is placed into receivership or bankruptcy; • Based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern; • Important positive or negative management changes by the investee company that the Company’s management believes will have a positive or negative impact on the investee company’s ability to achieve its objectives and build value for shareholders. Adjustment to the fair value of convertible notes receivable will be based upon management’s judgment and any value estimated may not Estimated useful lives, impairment considerations and amortization of capital and intangible assets Goodwill and indefinite-lived intangible asset impairment testing require management to make estimates in the impairment testing model. On at least an annual basis, the Company tests whether goodwill and indefinite-lived intangible assets are impaired. Impairment of definite long-lived assets is influenced by judgment in defining a reporting unit and determining the indicators of impairment, and estimates used to measure impairment losses. The reporting unit’s fair value is determined using discounted future cash flow models, which incorporate assumptions regarding future events, specifically future cash flows, growth rates and discount rates. Business combinations third Convertible debentures New accounting pronouncements not In August 2023, 2023 05, 805 60 2023 05” 2023 05 June 1, 2026. In October 2023, 2023 06, X June 30, 2027, not X not In November 2023, 2023 07, 280 2023 07 May 31, 2025. In December 2023, 2023 09, 740 2023 09 June 01, 2024. In March 21, 2024, 2024 01, 718 718 10 15 3 2024 01 June 01, 2024. New accounting pronouncements recently adopted In October 2021, 2021 08, 805 2021 08” 2021 08 June 1, 2023, not |
Note 4 - Inventory
Note 4 - Inventory | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 4. Inventory Inventory is comprised of: May 31, May 31, 2024 2023 Beverage alcohol inventory $ 52,831 $ 27,837 Plants 13,828 10,884 Dried cannabis 108,721 89,801 Cannabis trim — 322 Cannabis derivatives 4,504 9,229 Cannabis vapes 4,132 1,173 Packaging and other inventory items 22,115 19,997 Distribution inventory 35,645 30,144 Wellness inventory 10,311 11,164 Total $ 252,087 $ 200,551 Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value. During the year ended May 31, 2024 not May 31, 2024 May 31, 2023. |
Note 5 - Related Party Transact
Note 5 - Related Party Transactions | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 5. Related party transactions In the normal course of business, the Company enters into related party transactions with certain entities under common control and joint ventures as detailed below. RIKI Ventures, LLC The Company entered into a strategic partnership on December 12, 2022, no Cannfections Group Inc. ( Cannfections ) The Company previously had a joint venture arrangement with a 50% ownership and voting interest in Cannfections through the Company's subsidiary, High Park Farms, LTD. ("High Park Farms"). During the year ended May 31, 2023, not May 31, 2024, no 28 May 31, 2024, 2023 2022 $nil, May 31, 2024, no April 5, 2024, |
Note 6 - Capital Assets
Note 6 - Capital Assets - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Income Statement [Abstract] | |||
Asset Impairment Charges | $ 0 | $ 934,001 | $ 378,241 |
Notes to Financial Statements | |||
Property, Plant and Equipment Disclosure [Text Block] | 6. Capital assets Capital asset consisted of the following: May 31, May 31, 2024 2023 Land $ 45,577 $ 30,635 Production facility 369,630 344,627 Equipment 258,532 185,422 Leasehold improvement 19,377 7,753 Finance lease, right-of-use assets 43,993 — Construction in progress 10,713 8,048 $ 747,822 $ 576,485 Less: accumulated amortization (189,575 ) (146,818 ) Total $ 558,247 $ 429,667 The Company performs ongoing assessments whenever events or changes in circumstances indicate that the carrying amount of an asset group may not May 31, 2024, no not $nil May 31, 2024. May 31, 2023, non-cash impairments Assets held for sale consisted of the following: May 31, May 31, 2024 2023 Land $ 954 $ — Production facility 24,682 — Equipment 6,438 — $ 32,074 $ — On June 22, 2023, 9 May 31, 2024. During the year ended May 31, 2024 twelve |
Note 7 - Leases
Note 7 - Leases | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Leases Disclosure [Text Block] | 7. Leases The Company has operating leases for facilities, office spaces, production equipment and vehicles. Leases have varying terms with remaining lease terms of up to approximately 20 years. Certain of our lease arrangements provide us with the option to extend or to terminate the lease early. The table below presents the lease-related assets and liabilities recorded on the balance sheet. May 31, May 31, Classification on Balance Sheet 2024 2023 Assets Finance lease, right-of-use assets Capital assets $ 43,993 $ — Operating lease, right-of-use assets Operating lease, right-of-use assets 16,101 5,941 Total right-of-use asset $ 60,094 $ 5,941 Liabilities Current: Current portion of finance lease liabilities Current portion of lease liabilities $ 1,092 $ — Current portion of operating lease liabilities Current portion of lease liabilities 3,999 2,423 Non-current: Finance lease liabilities Lease liabilities 43,948 — Operating lease liabilities Lease liabilities 16,474 7,936 Total lease liabilities $ 65,513 $ 10,359 For the year ended May 31, 2024 May 31, 2023. The following table presents the future undiscounted payments associated with lease liabilities as of May 31, 2024 Operating Finance leases leases 2025 $ 5,821 $ 4,036 2026 5,540 4,036 2027 4,893 4,036 2028 3,997 4,036 Thereafter 6,101 79,993 Total minimum lease payments $ 26,352 $ 96,137 Imputed interest (5,879 ) (51,097 ) Obligations recognized $ 20,473 $ 45,040 |
Note 8 - Intangible Assets
Note 8 - Intangible Assets - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Income Statement [Abstract] | |||
Asset Impairment Charges | $ 0 | $ 934,001 | $ 378,241 |
Notes to Financial Statements | |||
Intangible Assets Disclosure [Text Block] | 8. Intangible assets Intangible assets are comprised of the following items May 31, May 31, 2024 2023 Customer relationships & distribution channel $ 603,939 $ 614,062 Licenses, permits & applications 368,057 366,793 Non-compete agreements 12,403 12,394 Intellectual property, trademarks, knowhow & brands 608,672 583,468 1,593,071 $ 1,576,717 Less: accumulated amortization (261,758 ) (187,088 ) Less: impairments (415,844 ) (415,844 ) Total $ 915,469 $ 973,785 The Company performed the annual impairment test during the fourth May 31, 2024 May 31, 2024. not no May 31, 2024. In the year ended May 31, 2023, non-cash impairments 2023 May 31, 2022 May 31, 2022 5 not May 31, 2022 not During the year ended May 31, 2022, As of May 31, 2024 May 31, 2023, Estimated amortization expense for each of the five Amortization 2025 $ 75,988 2026 75,988 2027 75,988 2028 75,988 2029 75,988 Thereafter 352,678 Total $ 732,618 |
Note 9 - Business Acquisitions
Note 9 - Business Acquisitions | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 9. Business Acquisitions Acquisition of Montauk Brewing Company, Inc. On November 7, 2022, December 31, 2025, 29 The table below summarizes the fair value of the assets acquired and liabilities assumed at the 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 years) 18,540 Intellectual property, trademarks & brands (15 years) 13,650 Goodwill 17,803 Total assets 55,549 Current liabilities Accounts payable and accrued liabilities 1,580 Long-term liabilities Deferred tax liability 4,851 Other liabilities 3,750 Total liabilities 10,181 Total net assets acquired $ 45,368 In the event that the Montauk acquisition had occurred on June 1, 2022, $nil May 31, 2024 2023 $nil May 31, 2024 2023, not Acquisition of HEXO Corp. On June 22, 2023, 6 The table below summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date: 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 1,656 Accounts receivable 7,855 Asset held for sale 755 Prepaids and other current assets 2,709 Inventory 24,122 Long-term assets Prepaid expenses 8,384 Capital assets 70,634 Intellectual property, trademarks & brands (15 years) 4,505 Interest in equity investee 3,145 Total assets 138,399 Current liabilities Accounts payable and accrued liabilities 44,517 Total liabilities 44,517 Total net assets acquired $ 93,882 Included in accounts payable and accrued liabilities was $12,253 of litigation settlement accruals as of June 22, 2023. In the event the HEXO Acquisition had occurred on June 1, 2022, May 31, 2024 May 31, 2023, May 31, 2024 May 31, 2023, not Acquisition of Truss Beverage Co. On August 3, 2023, not CAD$100 May 31, 2024 November 30, 2023, one not May 31, 2024, third The table below summarizes the fair value of the assets acquired and the liabilities assumed at the acquisition date: 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 May 31, 2024 May 31, 2023, May 31, 2024 May 31, 2023. Acquisition of Craft Beverage Business Portfolio On September 29, 2023, eight 10 16 , 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 Cash consideration $ 83,658 Net assets acquired Current assets Cash and cash equivalents 77 Inventory 21,493 Prepaids and other current assets 573 Long-term assets Capital assets 76,114 Finance lease, right-of-use assets 45,496 Operating lease, right-of-use assets 7,677 Other assets 108 Total assets 151,538 Current liabilities Accounts payable and accrued liabilities 14,706 Current portion of finance lease liabilities 1,031 Current portion of operating lease liabilities 1,408 Long - term liabilities Finance lease liabilities 44,465 Operating lease liabilities 6,270 Total liabilities 67,880 Total net assets acquired $ 83,658 In the event that the Craft Acquisition had occurred on June 1, 2022, May 31, 2024 May 31, 2023, May 31, 2024 May 31, 2023. not |
Note 10 - Goodwill
Note 10 - Goodwill | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 10. Goodwill The following table shows the carrying amount of goodwill: May 31, May 31, Reporting Unit 2024 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 7,916 7,875 Impairments (842,431 ) (842,431 ) Total $ 2,008,884 $ 2,008,843 The Company performed the annual impairment test during the fourth May 31, 2024 not, $nil not no May 31, 2024. For the year ended May 31, 2023, no May 31, 2022 May 31, 2022 May 31, 2022 1% 1% 5% May 31, 2022 May 31, 2022 May 31, 2022 1% 1% 5% For the year ended May 31, 2022, |
Note 11 - Convertible Notes Rec
Note 11 - Convertible Notes Receivable | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 11. Convertible notes receivable Convertible notes receivable is comprised of the following investments: May 31, May 31, 2024 2023 HEXO Convertible Note $ — $ 28,720 MedMen Convertible Note 32,000 74,681 Total convertible notes receivable 32,000 103,401 Deduct - current portion — — Total convertible notes receivable, non current portion $ 32,000 $ 103,401 HEXO Convertible Note On June 22, 2023, 9 MedMen Convertible Note On August 31, 2021, August 17, 2028, During the year ended May 31, 2024 January 23, 2024, 3.50%; nil; nil; 60%; The Company did not not May 31, 2024 |
Note 12 - Long Term Investments
Note 12 - Long Term Investments | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Investment [Text Block] | 12. Long-term investments Long-term investments are comprised of the following items: May 31, May 31, 2024 2023 Equity investments measured at fair value $ 2,359 $ 2,144 Equity investments under measurement alternative 5,500 5,651 Total $ 7,859 $ 7,795 The Company’s equity investments at fair value consist of publicly traded shares, equity interest in non-traded companies and warrants held by the Company. The Company’s equity investments under measurement alternative include equity investments without readily determinable fair values. For the year ended May 31, 2024 $nil 2023 $nil, 2022 $nil 2023 2022 |
Note 13 - Income Taxes and Defe
Note 13 - Income Taxes and Deferred Income Taxes | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 13. Income taxes and deferred income taxes Loss before income taxes includes the following components: For the year ended May 31, 2024 2023 2022 United States $ (126,735 ) $ (506,984 ) $ (233,697 ) Canada (106,822 ) (912,717 ) (81,772 ) Other countries (15,463 ) (30,480 ) (125,205 ) $ (249,020 ) $ (1,450,181 ) $ (440,674 ) The (recoveries) expense for income taxes consists of: For the year ended May 31, 2024 2023 2022 Current: United States $ 497 $ 226 $ 262 Canada 10,819 26,290 23,268 Other countries 940 (62 ) 479 $ 12,256 $ 26,454 $ 24,009 Deferred: United States $ (723 ) $ (4,055 ) $ 520 Canada (33,422 ) (24,364 ) (17,154 ) Other countries (4,727 ) (5,216 ) (13,917 ) $ (38,872 ) $ (33,635 ) $ (30,551 ) Income tax benefits, net $ (26,616 ) $ (7,181 ) $ (6,542 ) A reconciliation of income taxes at the statutory rate with the reported taxes is as follows: For the year ended May 31, 2024 2023 2022 Loss before net income taxes: $ (249,020 ) $ (1,450,181 ) $ (440,674 ) Income tax benefits at statutory rate (51,325 ) (304,538 ) (92,542 ) Tax impact of foreign operations (5,661 ) (25,857 ) 81,316 Foreign exchange and other 1,959 13,434 14,941 Non-deductible expenses 6,147 3,982 6,404 Non-deductible (taxable) losses (682 ) 23,150 748 Changes in enacted rates 2,394 (816 ) — Change in fair value of warrant liability 302 (2,612 ) (13,359 ) Stock based and other compensation — — 994 Change in valuation allowance 20,250 285,698 17,255 Impact on convertible debenture and other differences — 378 (22,299 ) Income tax benefits, net $ (26,616 ) $ (7,181 ) $ (6,542 ) The following table summarizes the components of deferred tax: May 31, 2024 2023 Deferred assets Operating loss carryforwards - United States $ 104,377 $ 85,259 Operating loss carryforwards - Canada 366,720 145,111 Operating loss carryforwards - Other Countries 18,518 18,787 Capital loss carryforwards 34,355 34,355 Intangible assets 229,953 244,227 Property and equipment 34,578 46,400 Currently nondeductible interest — 2,812 Investments and convertible notes receivable 45,685 66,718 Investment tax credits and related pool balance 23,132 22,054 Other 46,151 50,074 Total Deferred tax assets 903,469 715,797 Less valuation allowance (789,839 ) (625,368 ) Net deferred tax assets 113,630 90,429 Deferred tax liabilities Property and equipment (18,814 ) (18,129 ) Intangible assets (218,020 ) (225,460 ) Convertible Senior Notes Due 2023 (2,229 ) (14,204 ) Other Deferred Items (5,437 ) — Total deferred tax liabilities (244,500 ) (257,793 ) Net deferred tax liability $ (130,870 ) $ (167,364 ) The Tax Cuts and Jobs Act ( 2017 December 22, 2017 2018, Deferred income taxes have not not At May 31, 2024 2021. 20 2028. not not May 31, 2024 2023 The Company recognizes the financial statement impact of a tax position only after determining that the relevant tax authority would more-likely-than- not not fifty The total amount of gross unrecognized tax benefits (“GUTB”) was $nil, $nil, $nil May 31, 2024, 2023 2022 twelve not The Company recognizes interest and, if applicable, penalties for any uncertain tax positions. Interest and penalties are recorded as a component of income tax expenses. In the years ended May 31, 2024, 2023 2022 $nil, $nil $nil, May 31, 2024 2023 $nil $nil, The Company and its subsidiaries are subject to United States federal income tax as well as the income tax of multiple state and foreign jurisdictions. Major jurisdictions where there are wholly owned subsidiaries of Tilray Brands, Inc. which require income tax filings include the Canada, Portugal, Germany, and Australia. The earliest periods open for review by local taxing authorities are fiscal years 2018 2019 2018 2019 2020 |
Note 14 - Bank Indebtedness
Note 14 - Bank Indebtedness | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Short-Term Debt [Text Block] | 14. Bank indebtedness Aphria Inc., a subsidiary of the Company, has an operating line of credit in the amount of C$1,000, May 31, 2024 not 265 CC Pharma GmbH, a subsidiary of the Company, has two €7,000 €500 May 31, 2024 €7,438 €7,500. €7,000 €500 American Beverage Crafts Group Inc. ("ABC Group"), formerly known as Four Twenty Corporation, a subsidiary of the Company, has a revolving credit facility of $30,000, which bears interest at SOFR plus an applicable margin. As of May 31, 2024 |
Note 15 - Accounts Payable and
Note 15 - Accounts Payable and Accrued Liabilities | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 15. Accounts payable and accrued liabilities Accounts payable and accrued liabilities comprised of: May 31, May 31, 2024 2023 Trade payables $ 105,392 $ 70,819 Accrued liabilities 92,424 48,394 Litigation accrual 24,378 25,000 Accrued payroll and employment related taxes 6,154 18,772 Income taxes payable 4,092 14,934 Accrued interest 4,217 8,102 Sales taxes payable 5,300 4,661 Total $ 241,957 $ 190,682 |
Note 16 - Long-term Debt
Note 16 - Long-term Debt | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Long-Term Debt [Text Block] | 16. Long-term debt The following table sets forth the net carrying amount of long-term debt instruments: May 31, May 31, 2024 2023 Credit facility - C$ 66,000 3 10 November 2025 $ 39,420 $ 45,260 Term loan - C$ 25,000 1.00 5 15 181 July 2033 10,212 10,959 Term loan - C$ 25,000 1.00 5 15 196 July 2033 12,422 13,092 Term loan - C$ 1,250 1.50 5 10 12 August 2026 263 346 Mortgage payable - C$ 3,750 1.50 5 20 23 August 2026 2,089 2,104 Term loan ‐ € 5,000 2.15 5 250 December 2023 — 803 Term loan ‐ € 1,200 4.26 1 100 December 2023 — 755 Term loan ‐ € 1,500 2.00 5 94 April 2025 417 819 Term loan ‐ € 3,500 4.59 5 66 August 2028 3,151 1,706 Mortgage payable - $ 22,635 1.5 10 57 October 2030 20,066 20,863 Term loan - $ 90,000 5 875 1,750 June 2028 86,626 65,000 Carrying amount of long-term debt 174,666 161,707 Unamortized financing fees (808 ) (738 ) Net carrying amount 173,858 160,969 Less principal portion included in current liabilities (15,506 ) (24,080 ) Total noncurrent portion of long-term debt $ 158,352 $ 136,889 On November 28, 2022, C$66,000. November 28, 2025. C$66,000 620 14, The term loan of C$25,000 July 27, 2018 223, 231, 239, 265, 269, 271 275 first The term loan of C$25,000 May 9, 2017 265 first The term loan of C$1,250 C$3,750 July 22, 2016 265 first The Company entered into term loans in May 2020 June 2023 €1,500 €3,500 On December 1, 2021, During the year ended May 31, 2024, June 30, 2028 June 30, 2023. September 29, 2023 9 The Company maintains, certain financial covenants or minimum balances in certain cash operating accounts, as at May 31, 2024 |
Note 17 - Convertible Debenture
Note 17 - Convertible Debentures Payable | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Convertible Debentures [Text Block] | 17. Convertible debentures payable The following table sets forth the net carrying amount of the convertible debentures: May 31, May 31, 2024 2023 5.20 $ 129,583 $ 100,476 HTI Convertible Note — 47,834 5.25 330 120,568 5.00 — 126,544 Total 129,913 395,422 Deduct - current portion 330 174,378 Total convertible debentures payable, non current portion $ 129,583 $ 221,044 HTI Convertible Note May 31, May 31, 2024 2023 4.00 $ — $ 50,000 Unamortized discount — (2,166 ) Net carrying amount $ — $ 47,834 On July 12, 2022, September 1, 2023. August 31, 2023, 19 During the year ended May 31, 2024 May 31, 2023 2022 $nil $nil, TLRY 27 May 31, May 31, 2024 2023 5.20 $ 172,500 $ 150,000 Unamortized discount (42,917 ) (49,524 ) Net carrying amount $ 129,583 $ 100,476 The TLRY 27 May 30, 2023 June 9, 2023 27 27 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 During the year ended May 31, 2024 no As at May 31, 2024 May 31, 2023 APHA 24 May 31, May 31, 2024 2023 5.25 $ 350,000 $ 350,000 Debt settlement (349,670 ) (213,260 ) Fair value adjustment — (16,172 ) Net carrying amount $ 330 $ 120,568 The APHA 24 April 2019, June 1 December 1 June 1, 2024, 24 24 not 27 Holders of the APHA 24 may $1 December 1, 2023 June 1, 2024. may The Company may 24, 24 The Company elected the fair value option under ASC 825 24. 24 During the year ended May 31, 2024 24 The overall change in fair value of APHA 24 May 31, 2024 There was $330 principal outstanding as at May 31, 2024 May 31, 2023. During the year ended May 31, 2024 May 31, 2023 May 31, 2022 TLRY 23 May 31, May 31, 2024 2023 5.00 $ — $ 277,856 Principal amount paid — (150,526 ) Unamortized discount — (786 ) Net carrying amount $ — $ 126,544 The TLRY 23 April 1 October 1 September 12, 2023, 23 23 27 After cancellation, the outstanding principal balance of the TLRY 23 October 2, 2023, 23 During the year ended May 31, 2024 May 31, 2023 2022 |
Note 18 - Warrant Liability
Note 18 - Warrant Liability | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Warrants [Text Block] | 18. Warrant Liability As of May 31, 2024 May 31, 2023, 6,209,000 September 17, 2025. one The warrants contain anti-dilution price protection features, which adjust the exercise price of the warrants if the Company subsequently issues common stock at a price lower than the exercise price of the warrants. In the event additional warrants or convertible debt are issued with a lower and/or variable exercise price, the exercise price of the warrants will be adjusted accordingly. During the year ended May 31, 2024 may may 3 9 1933 not may may may not The Company estimated the fair value of the warrant liability at May 31, 2024 3 Expected volatility is based on both historical and implied volatility of the Company’s common stock. |
Note 19 - Stockholders' Equity
Note 19 - Stockholders' Equity | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Equity [Text Block] | 19. Stockholders equity On March 16, 2023, 1 2 2 one Issued and outstanding At May 31, 2024 nil May 31 2023, nil During the year-ended May 31, 2024 a) 39,705,962 shares in connection with the HEXO Acquisition, see Note 9 b) 865,426 shares to settle a contractual change of control severance obligations in the aggregate amount of $1,500 incurred in connection with the HEXO Acquisition. c) 24,780,994 shares to settle dividends payable to the non-controlling shareholders of 1974568 d) 1,032,616 shares for the settlement of the HTI Convertible Note payable see Note 17 e) 17,148,541 shares to HTI Investments MA LLC pursuant to the terms of a $50.0 million convertible promissory note originally issued by Tilray to HTI on July 12, 2022 f) 1,573,152 shares to settle HEXO-based litigation judgement obtained by MediPharm Labs Inc. in 2022. g) 7,000,000 shares to repurchase $20,000 of its TLRY 23 h) 73,484,147 shares to repurchase $349,670 of its APHA 24 j) 5,327,843 shares under its At-the-Market (“ATM”) program for gross proceeds of $9,944. The Company paid $1,325 in commissions and other fees associated with these issuances for net proceeds of $8,619. k) 4,351,237 shares in connection with the exercise of previously awarded stock-based compensation awards. Stock-based compensation The Company maintains stock-based compensation plans as disclosed in our Annual Financial Statements. For the year-ended May 31, 2024 2023 2022 During the year-ended May 31, 2024 May 31, 2023 - not Tilray 2018 The 2018 not one not five hundred thousand first one million Stock options represent the right to purchase shares of our common stock on the date of exercise at a stated exercise price. The exercise price of a stock option generally must be at least equal to the fair market value of our shares of common stock on the date of grant. The Company’s compensation committee may ten RSUs represent a right to receive common stock or their cash equivalent for each RSU that vests, which vesting may no not may SARs provide for a payment, or payments, in cash or shares of common stock to the holder based upon the difference between the fair market value of shares of our common stock on the date of exercise and the stated exercise price. The maximum term of SARs granted under the EIP is ten No The EIP permits the grant of performance-based stock and cash awards. The performance goals may one may one one In conjunction with the reverse acquisition with Aphria Inc on April 30, 2021, 2018 January 1 not ten January 1, 2019 January 1, 2027, December 31 Certain employees and other service providers of the Company participate in the equity-based compensation plan of Privateer Holdings, Inc (the “Original Plan”) under the terms and valuation method detailed below. The expected life of the stock options represented the period of time stock options were expected to be outstanding and was estimated considering vesting terms and employees’ historical exercise and post-vesting employment termination behavior. Expected volatility was based on historical volatilities of public companies operating in a similar industry to Privateer Holdings. The risk-free rate is based on the United States Treasury yield curve in effect at the time of grant. The expected dividend yield was determined based on the stock option’s exercise price and expected annual dividend rate at the time of grant. No May 31, 2024 2023 Stock-based activity under the EIP and Original Plan for the year ended May 31, 2024 EIP Time-based stock option activity Weighted- Weighted- average average remaining Stock exercise contractual Aggregate Options price term (years) intrinsic value Balance, May 31, 2023 2,809,198 $ 14.88 5.0 $ — Granted — — — — Exercised — — — — Forfeited — — — — Cancelled (11,411 ) 101.80 — — Balance, May 31, 2024 2,797,787 $ 14.53 4.0 $ — Original plan time-based stock option activity Weighted- Weighted- average average remaining Stock exercise contractual Aggregate Options price term (years) intrinsic value Balance, May 31, 2023 63,969 $ 3.52 3.8 $ 7.68 Exercised (4,291 ) 0.19 — — Forfeited — — — — Cancelled (10,512 ) 5.16 — — Balance, May 31, 2024 49,166 $ 3.46 3.0 $ 1.43 Time-based and Performance-based RSU activity Weighted- Weighted- average average grant-date remaining Time-based fair value contractual Aggregate RSUs per share term (years) intrinsic value Balance, May 31, 2023 12,138,692 $ 6.04 1.7 $ 24,857 Granted 21,246,702 1.93 — 39,553 Vested (6,199,254 ) 4.76 — (11,159 ) Forfeited (1,051,288 ) 2.21 — (1,892 ) Cancelled — — — — Balance, May 31, 2024 26,134,852 $ 3.16 2.85 $ 47,043 Predecessor Plan - Aphria Aphria had established the Aphria Omnibus Incentive Plan (the “Aphria Predecessor Plan”). Following stockholder approval of the EIP, no nil No May 31, 2024 2023. May 31, 2024,there Stock option, RSU and DSU activity for the Company under the Predecessor Plan is as follows: Time-based stock option activity Weighted Weighted Weighted average average average grant remaining Aggregate Number of exercise date fair contractual Intrinsic options price value term (years) Amount Outstanding, beginning of the year 1,706,627 $ 11.16 $ 60.75 1.0 — Exercised during the year — — — — N/A Granted during the year — — — — N/A Forfeited during the year — — — — N/A Expired during the year (1,272,415 ) 12.39 — — N/A Outstanding, end of the year 434,212 $ 7.56 $ — 0.65 — Vested and exercisable, end of the year 434,212 $ 7.56 $ — 0.65 — Time-based and Performance-based RSU activity May 31, 2024 Weighted average grant - date fair Time- based value per RSUs share Non-vested, beginning of the year 371,182 $ 11.37 Granted during the year — — Vested during the year (123,113 ) $ 6.47 Forfeited during the year (3,876 ) $ 6.90 Non-vested, end of the year 244,193 $ 13.91 Predecessor Plan - HEXO Prior to the acquisition of HEXO Corp, HEXO had established the Formal Plan and Omnibus Incentive Plan (the “HEXO Predecessor Plan”). In connection with the acquisition, HEXO stock options issued under these plans were exchanged at a rate of 0.4352 for 1,267,793 options under the Tilray 2018 nil no May 31, 2024, May 31, 2024 Weighted Weighted Weighted average average average grant remaining Aggregate Number of exercise date fair contractual Intrinsic options price value term (years) Amount Outstanding, beginning of the year — $ — $ — — — Exercised during the year N/A Converted upon acquisition 1,267,793 62.87 — 8.91 N/A Forfeited during the year (63,760 ) 26.27 — — N/A Expired during the year (59,815 ) 339.63 — — N/A Outstanding, end of the year 1,144,218 $ 53.40 $ — 1.19 — Vested and exercisable, end of the year 1,120,768 $ 54.15 $ — 1.04 — |
Note 20 - Accumulated Other Com
Note 20 - Accumulated Other Comprehensive Loss | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | 20. Accumulated other comprehensive loss Accumulated other comprehensive loss includes the following components: Unrealized Foreign loss on currency convertible translation notes gain (loss) receivables Total Balance May 31, 2021 $ 156,417 $ (3,749 ) $ 152,668 Other comprehensive loss (102,004 ) (71,428 ) (173,432 ) Balance May 31, 2022 $ 54,413 $ (75,177 ) $ (20,764 ) Other comprehensive (loss) reversal (101,023 ) 75,177 (25,846 ) Balance May 31, 2023 $ (46,610 ) $ — $ (46,610 ) Other comprehensive loss 3,111 — 3,111 Balance May 31, 2024 $ (43,499 ) $ — $ (43,499 ) |
Note 21 - Non-controlling Inter
Note 21 - Non-controlling Interests | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | 21. Non-controlling interests The following tables summarize the information relating to the Company’s majority-owned subsidiaries, SH Acquisition (68%), CC Pharma Nordic ApS (75%), Aphria Diamond (51%), and ColCanna S.A.S. (90%) before intercompany eliminations. Summarized balance sheet information of the entities in which there is a non-controlling interest as at May 31, 2024 SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2024 Current assets $ — $ 12 $ 95,720 $ 3 $ 95,735 Non-current assets 32,000 — 124,675 3,637 160,312 Current liabilities — (9 ) (130,945 ) (6,913 ) (137,867 ) Non-current liabilities — — (24,482 ) (1,452 ) (25,934 ) Net assets $ 32,000 $ 3 $ 64,968 $ (4,725 ) $ 92,246 Summarized balance sheet information of the entities in which there is a non-controlling interest as at May 31, 2023: : SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2023 Current assets $ — $ 114 $ 127,689 $ 224 $ 128,027 Non-current assets 74,681 — 135,085 3,307 213,073 Current liabilities — (1,166 ) (142,554 ) (6,697 ) (150,417 ) Non-current liabilities — — (53,197 ) (1,428 ) (54,625 ) Net assets $ 74,681 $ (1,052 ) $ 67,023 $ (4,594 ) $ 136,058 Summarized income statement information of the entities in which there is a non-controlling interest for the year ended May 31, 2024 SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2024 Revenue $ — $ — $ 103,331 $ — $ 103,331 Total expenses 42,681 (1,064 ) 40,935 (203 ) 82,349 Net (loss) income (42,681 ) 1,064 62,396 203 20,982 Other comprehensive (loss) income — (9 ) 171 (334 ) (172 ) Net comprehensive (loss) income $ (42,681 ) $ 1,055 $ 62,567 $ (131 ) $ 20,810 Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (13,658 ) 264 30,658 (13 ) 17,251 Additional income attributable to NCI — — 5,336 — 5,336 Net comprehensive (loss) income attributable to NCI $ (13,658 ) $ 264 $ 35,994 $ (13 ) $ 22,587 Summarized income statement information of the entities in which there is a non-controlling interest for the year ended May 31, 2023: SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2023 Revenue $ — $ 126 $ 161,453 $ 1 $ 161,580 Total expenses 107,297 748 85,460 57,293 250,798 Net (loss) income (107,297 ) (622 ) 75,993 (57,292 ) (89,218 ) Other comprehensive (loss) income 70,778 (21 ) (961 ) (34,643 ) 35,153 Net comprehensive (loss) income $ (36,519 ) $ (643 ) $ 75,032 $ (91,935 ) $ (54,065 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (11,686 ) (161 ) 36,766 (9,194 ) 15,725 Additional income attributable to NCI — — 11,421 — 11,421 Net comprehensive (loss) income attributable to NCI $ (11,686 ) $ (161 ) $ 48,187 $ (9,194 ) $ 27,146 Summarized income statement information of the entities in which there is a non-controlling interest for the year ended May 31, 2022: SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2022 Revenue $ — $ 354 $ 148,323 $ — $ 148,677 Total expenses (recovery) (11,180 ) 470 77,057 35 66,382 Net (loss) income 11,180 (116 ) 71,266 (35 ) 82,295 Other comprehensive (loss) income (70,778 ) 47 (2,353 ) (4,737 ) (77,821 ) Net comprehensive (loss) income $ (59,598 ) $ (69 ) $ 68,913 $ (4,772 ) $ 4,474 Non-controlling interest % 32 % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (19,071 ) $ (17 ) $ 33,767 $ (477 ) $ 14,202 On January 5, 2024, 1974568 September 1, 2023, June 1, 2023, |
Note 22 - Net Revenue
Note 22 - Net Revenue | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 22. Net revenue Net revenue is comprised of: For the year ended May 31, 2024 2023 2022 Beverage alcohol revenue $ 213,614 $ 100,679 $ 74,959 Beverage alcohol excise taxes (11,520 ) (5,586 ) (3,467 ) Net beverage alcohol revenue 202,094 95,093 71,492 Cannabis revenue 370,692 284,314 300,891 Cannabis excise taxes (97,894 ) (63,884 ) (63,369 ) Net cannabis revenue 272,798 220,430 237,522 Distribution revenue 258,740 258,770 259,747 Wellness revenue 55,310 52,831 59,611 Total $ 788,942 $ 627,124 $ 628,372 |
Note 23 - Cost of Goods Sold
Note 23 - Cost of Goods Sold | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Cost of Goods Sold [Text Block] | 23. Cost of goods sold Cost of goods sold is comprised of: For the year ended May 31, 2024 2023 2022 Beverage alcohol costs $ 113,522 $ 48,770 $ 32,033 Cannabis costs 182,594 162,755 194,834 Distribution costs 230,596 231,309 243,231 Wellness costs 38,879 37,330 41,457 Total $ 565,591 $ 480,164 $ 511,555 |
Note 24 - General and Administr
Note 24 - General and Administrative Expenses | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
General and Administrative Expenses [Text Block] | 24. General and administrative expenses General and administrative expenses are comprised of the following items: For the year ended May 31, 2024 2023 2022 Executive compensation $ 15,597 $ 13,655 $ 14,128 Office and general 28,460 27,845 27,153 Salaries and wages 68,076 57,228 51,693 Stock-based compensation 31,769 39,595 35,994 Insurance 12,586 12,033 17,536 Professional fees 5,345 7,166 13,047 (Gain) loss on sale of capital assets (4,198 ) (48 ) (682 ) Insurance proceeds — — (4,032 ) Travel and accommodation 5,138 4,530 4,203 Rent 4,585 3,155 3,761 Total $ 167,358 $ 165,159 $ 162,801 Included in (Gain) loss on sale of capital asset for the year ended May 31, 2024 9 |
Note 25 - Restructuring
Note 25 - Restructuring | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | 25. Restructuring In connection with executing our acquisition strategy and strategic transactions, the Company incurred restructuring and exit costs associated with the integration efforts of these non-recurring transactions. For the year ended May 31, 2024 May 31, 2023 May 31, 2022, May 31, 2024 Within the Cannabis reporting unit, three 24 18 May 31, 2024 Within the distribution reporting unit, the Company completed its cost optimization plan during the year ended May 31, 2024 May 31, 2024 For the year ended May 31, 2023, For the year ended May 31, 2022, |
Note 26 - Interest Expense, Net
Note 26 - Interest Expense, Net | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Interest Income and Interest Expense Disclosure [Text Block] | 26. Interest expense, net Interest expense, net is comprised of: For the year ended May 31, 2024 2023 2022 Interest income $ 12,831 $ 33,025 $ 11,736 Interest expense (49,264 ) (46,612 ) (39,680 ) $ (36,433 ) $ (13,587 ) $ (27,944 ) |
Note 27 - Non-operating Income
Note 27 - Non-operating Income (Expense) | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Other Nonoperating Income and Expense [Text Block] | 27. Non-operating (expense) income Non-operating (expense) income is comprised of: For the year ended May 31, 2024 2023 2022 Change in fair value of convertible debenture payable $ (19,736 ) $ (43,651 ) $ 163,670 Change in fair value of warrant liability (1,436 ) 12,438 63,913 Foreign exchange (loss) gain (4,086 ) (25,535 ) (28,383 ) Loss on long-term investments (217 ) (2,190 ) (6,737 ) Other non-operating (losses) gains, net (12,367 ) (7,971 ) 5,208 $ (37,842 ) $ (66,909 ) $ 197,671 Included in other non-operating (losses) gains, net for the year ended May 31, 2024 19 28 6 |
Note 28 - Commitments and Conti
Note 28 - Commitments and Contingencies | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 28. Commitments and contingencies Purchase and other commitments The Company has payments on long-term debt (refer to Note 16 17 Total 2025 2026 2027 2028 Thereafter Long-term debt repayment $ 174,666 $ 15,507 $ 43,232 $ 11,764 $ 68,672 $ 35,491 Convertible debentures payable 172,830 330 — 172,500 — — Material purchase obligations 59,959 26,410 33,549 — — — Construction commitments 575 575 — — — — Total $ 408,030 $ 42,822 $ 76,781 $ 184,264 $ 68,672 $ 35,491 Legal proceedings In the ordinary course of business, we are at times subject to various legal proceedings and disputes, including the proceedings specifically discussed below. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal reserves may not not not not may Class Action Suits and Stockholder Derivative Suits 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. second one September 27, 2023, The Defendants’ materials for a motion to dismiss the Third Amended Complaint were filed on November 8, 2023. December 2024. Aphria Inc. Securities Litigation (New York, United States) On December 5, 2018, three December 3, 2018, two April 15, 2019, On September 30, 2020, October 1, 2020, October 14, 2020, On September 28, 2021, not On January 28, 2022, June 28, 2022. April 12, 2024, April 17, 2025”. The parties engaged in mediation in March 2021 December 2022, 10 September 2024. It is too early to determine any potential damages from this proceeding. The Company and the individual defendants believe the claims are without merit and intend to vigorously defend against the claims, but there can be no Aphria Class Action and Related Individual Actions (Canada) i. Aphria Class Action (Canada) In February 2019, five September 2022 two The class plaintiff seeks various relief including damages in the amount of CAD $850,000 pursuant to Ontario securities legislation on behalf of all class members who acquired Aphria’s common shares between January 29, 2018 December 3, 2018. March September 2018, Trial has been scheduled to begin in January 2025. ii. Individual Actions (Canada) In 2019 2020, four No The Company denies the allegations made in the individual actions and intends to vigorously defend against them. Martin Dionne v. HEXO Corporation and Sebastien St. Louis In November 2019, April 11, 2018 March 30, 2020, first 2018 On January 23, 2023, March 14, 2023, January 18, 2024. The Company believes the plaintiff’s claims are without merit and intends to vigorously defend against them. There is approximately $2,000 remaining in the applicable HEXO D&O policy retention. If HEXO successfully defends the appeal, the Company intends to pursue recovery of D&O retention amounts applicable under Quebec Law. Legal Proceedings Related to Contractual Obligations 420 On February 21, 2020, 420 “420 August 2019, 420 420 February 2020, 420 no 420 not 420 C$20,000 420 420 August 2019. On February 7, 2024, 420 first March April 2024, December 5, 2024. With the dismissal of the interim stay application, High Park took steps to enforce the summary judgment decision against 420 420 November 2023. May 29, 2024, 420 50.4 1 Bankruptcy and Insolvency Act 1985, 3. The main action remains in the discovery stage, with examinations for discovery ongoing. No 420’s Cannfections Group Inc. / High Park Farms Ltd. and High Park Holdings Ltd. (Canada, Commercial Arbitration ) In December 2022, 2019. The arbitration took place in November 2023. March 5, 2024, not On March 13, 2024, No.: 24 00716433 000 13062775 one No On April 5, 2024, $4,638 three February 29, 2024. not In the Matter of an Arbitration Between: K. Dickson v. Tilray, Inc. In 2021, December 2020 On March 17, 2023, May 23, 2023, On February 27, 2024, March 15, 2024, On April 12, 2024, July 17, 2024. Fotmer Corporation S.A. v. Tilray Brands Inc. et al. On January 4, 2023, 2019 July 5, 2023, 2021 2019 2021 On August 8, 2023, December 29, 2020 2019 Tilray has yet to pay Fotmer any amounts owed pursuant to the arbitral award on the basis that the facts and legal issues in the court action and the arbitration overlap, such that equitable setoff should be applied between the two In the court action, Fotmer submitted its statement of defense on November 7, 2023. May 21, 2024, Summary of litigation accruals As described in Note 15 May 31, 2024 May 31, 2023 - $ May 31, 2024 May 31, 2024 not |
Note 29 - Financial Risk Manage
Note 29 - Financial Risk Management and Financial Instruments | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Financial Instruments Disclosure [Text Block] | 29. Financial risk management and financial instruments Financial instruments The Company has classified its financial instruments as described in Note 3 ) The carrying values of accounts receivable, bank indebtedness and accounts payable and accrued liabilities approximate their fair values due to their short periods to maturity. The Company’s long-term debt of $3,568 ( 2023 2023 Fair value hierarchy Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. Cash and cash equivalents are Level 1. Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities Level 2 Inputs that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices) from observable market data Level 3 Inputs for assets and liabilities not The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of May 31, 2024 2023 May 31, Level 1 Level 2 Level 3 2024 Financial assets Cash and cash equivalents $ 228,340 $ — $ — $ 228,340 Marketable securities 32,182 — — 32,182 Convertible notes receivable — — 32,000 32,000 Equity investments measured at fair value 919 1,440 5,500 7,859 Financial liabilities Warrant liability — — (3,253 ) (3,253 ) Contingent consideration — — (15,000 ) (15,000 ) APHA 24 Convertible debenture — — (330 ) (330 ) Total recurring fair value measurements $ 261,441 $ 1,440 $ 18,917 $ 281,798 May 31, Level 1 Level 2 Level 3 2023 Financial assets Cash and cash equivalents $ 206,632 $ — $ — $ 206,632 Marketable Securities 241,897 — — 241,897 Convertible notes receivable — — 103,401 103,401 Equity investments measured at fair value 1,056 1,088 5,651 7,795 Financial liabilities Warrant liability — — (1,817 ) (1,817 ) Contingent consideration — — (27,107 ) (27,107 ) APHA 24 Convertible debenture — — (120,568 ) (120,568 ) Total recurring fair value measurements $ 449,585 $ 1,088 $ (40,440 ) $ 410,233 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. 2 3. The warrants associated with the warrant liability are classified as Level 3 The contingent consideration from the acquisition of Montauk due in December 2025, 3. May 31, 2024 not 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/(Repayments) — — — (4,181 ) 136,410 Redemption (28,720 ) — — 760 — Unrealized gain (loss) on fair value — (151 ) (1,436 ) 15,528 (16,172 ) Impairments (42,681 ) — — — — Balance, May 31, 2024 $ 32,000 $ 5,500 $ (3,253 ) $ (15,000 ) $ (330 ) The unrealized gain (loss) on fair value for the Convertible Debenture, warrant liability, contingent consideration and convertible notes payable are recognized in non-operating income (loss) and other comprehensive income for the convertible notes receivable using the following inputs: Significant Valuation unobservable Financial asset / financial liability technique input Inputs APHA Convertible debentures Black-Scholes Volatility, 50% expected life (in years) 0.0 Warrant liability Black-Scholes Volatility, 50% expected life (in years) 1.3 Contingent consideration Discounted cash flows Discount rate, 11% achievement 95% Items measured at fair value on a non-recurring basis The Company's prepayments and other current assets, long lived assets, including property and equipment, goodwill and intangible assets are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Financial risk management The Company has exposure to the following risks from its use of financial instruments: credit; liquidity; currency rate; interest rate price; equity price risk; and capital management risk. (a) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The maximum credit exposure at May 31, 2024 not not The Company evaluates the collectability of its accounts receivable and maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in the existing accounts receivable portfolio as of the reporting dates based on the estimate of expected net credit losses. Trade receivables included an allowance for doubtful accounts and credit loss provision of $7,714 at May 31, 2024 2023 Total 0-30 days 31-60 days 61-90 days 90+ days Accounts receivable, net $ 101,695 $ 86,435 $ 3,042 $ 893 $ 11,325 85 % 3 % 1 % 11 % Balance at the beginning of period Movement during the year (1) Balance at end of period Fiscal year ended May 31, 2024 Allowance for doubtful accounts and credit loss provision $ 6,641 $ 1,073 $ 7,714 Fiscal year ended May 31, 2023 Allowance for doubtful accounts and credit loss provision 5,404 1,237 6,641 Fiscal year ended May 31, 2022 Allowance for doubtful accounts and credit loss provision 4,571 833 5,404 ( 1 Included in movements for the period is the total movements for foreign exchange, additions to the provisions and utilization of the credit loss provision and allowance for doubtful accounts. (b) Liquidity risk As at May 31, 2024 one five The Company maintains a minimum deposit on certain cash operating accounts tied to loans secured by its Aphria One, SweetWater, and craft beverage facilities. The Company maintains debt service charge and leverage covenants on certain loans secured by its Aphria Diamond facilities and ABC Group that are measured quarterly. The Company believes that it has sufficient operating room with respect to its financial covenants for the next fiscal year and does not The Company manages its liquidity risk by reviewing its capital requirements on an ongoing basis. Based on the Company’s working capital position at May 31, 2024 (c) Currency rate risk As at May 31, 2024 third not not (d) Interest rate risk The Company’s exposure to changes in interest rates relates primarily to the Company’s outstanding debt. The Company manages interest rate risk by restricting the type of investments and varying the terms of maturity and issuers of marketable securities. Varying the terms to maturity reduces the sensitivity of the portfolio to the impact of interest rate fluctuations. (e) Capital management The Company’s objectives when managing its capital are to safeguard its ability to continue as a going concern, to meet its capital expenditures for its continued operations, and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may not Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have been no |
Note 30 - Segment Reporting
Note 30 - Segment Reporting | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 30. 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 year ended May 31, 2024 2023 2022 Beverage alcohol Net beverage alcohol revenue $ 202,094 $ 95,093 $ 71,492 Beverage alcohol costs 113,522 48,770 32,033 Beverage alcohol gross profit 88,572 46,323 39,459 Cannabis Net cannabis revenue 272,798 220,430 237,522 Cannabis costs 182,594 162,755 194,834 Cannabis gross profit 90,204 57,675 42,688 Distribution Distribution revenue 258,740 258,770 259,747 Distribution costs 230,596 231,309 243,231 Distribution gross profit 28,144 27,461 16,516 Wellness Wellness revenue 55,310 52,831 59,611 Wellness costs 38,879 37,330 41,457 Wellness gross profit $ 16,431 $ 15,501 $ 18,154 Channels of cannabis revenue were as follows: For the year ended May 31, 2024 2023 2022 Revenue from Canadian medical cannabis $ 25,211 $ 25,000 $ 30,599 Revenue from Canadian adult-use cannabis 266,846 214,319 209,501 Revenue from wholesale cannabis 25,340 1,436 6,904 Revenue from international cannabis 53,295 43,559 53,887 Less excise taxes (97,894 ) (63,884 ) (63,369 ) Total $ 272,798 $ 220,430 $ 237,522 On July 12, 2022, 11 17 June 22, 2023, 9 Included in revenue from Canadian adult-use cannabis is $1,500 of advisory services revenue for the year ended May 31, 2024 Geographic net revenue: For the year ended May 31, 2024 2023 2022 USA $ 233,141 $ 123,284 $ 103,991 Canada 243,722 201,361 210,141 EMEA 296,450 284,567 296,911 Rest of World 15,629 17,912 17,329 Total $ 788,942 $ 627,124 $ 628,372 Geographic capital assets: May 31, May 31, 2024 2023 USA $ 141,314 $ 63,925 Canada 313,359 255,248 EMEA 99,921 107,131 Rest of World 3,653 3,363 Total $ 558,247 $ 429,667 Major customers are defined as customers that each individually account for greater than 10% May 31, 2024, 2023 2022 no 10% |
Note 31 - Subsequent Events
Note 31 - Subsequent Events | 12 Months Ended |
May 31, 2024 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 31. Subsequent Events On May 17, 2024, June 1, 2024 June 13, 2024, |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
May 31, 2024 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | 9B. Other On July 25, 2024, 2025 August 15, 2024 ( May 31, 2025 ( May 31, 2025, not Form10 Executives Retention Payment Irwin Simon $3,369,950 Carl Merton 546,500 Denise Faltischek 645,000 Mitchell Gendel 591,000 Roger Savell 295,000 |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2024 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents Cash and cash equivalents are comprised of cash and highly liquid investments that are both readily convertible into known amounts of cash with original maturities of three |
Marketable Securities, Policy [Policy Text Block] | Marketable Securities We classify term deposits and other investments that have maturities of greater than three one |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted cash We classify cash that is legally or contractually restricted as to withdrawal or usage as restricted cash. As of May 31, 2024 May 31, 2023 , $nil May 31, 2024 , 9 May 31, 2024 , |
Accounts Receivable [Policy Text Block] | Accounts receivable The Company maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in its accounts receivable portfolio as of the reporting dates based on the projection of expected credit losses. The Company applies the aging method to estimate the allowance for expected credit losses. The aging method is applied to accounts receivables at the business unit level to reflect shared risk characteristics, such as receivable type, customer type and geographical location. The aging method assigns accounts receivables to a level of delinquency and applies loss rates to each class based on historical loss experience. The Company also considers relevant qualitative and quantitative factors to assess whether historical loss experience should be adjusted to better reflect the risk characteristics of the current classes and the expected future loss. This assessment incorporates all available information relevant to considering the collectability of its current classes, including considering economic and business conditions, default trends, changes in its class composition, among other internal and external factors. The expected credit loss estimates are adjusted for current conditions and reasonable supportable forecasts. As part of the Company’s analysis of expected credit losses, it may not |
Inventory, Policy [Policy Text Block] | Inventory Inventory is valued at the lower of cost and net realizable value, determined using weighted average cost. All direct and indirect costs related to inventory are capitalized as they are incurred, and they are subsequently recorded in cost of goods sold on the statements of loss and comprehensive loss at the time inventory is sold. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and records write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage. Actual inventory losses may |
Property, Plant and Equipment, Policy [Policy Text Block] | Capital assets Capital assets are recorded at cost and amortized on a straight-line basis over the estimated useful lives or lease term, whichever is shorter. The Company’s capital assets are reviewed when impairment indicators are present by analyzing underlying cash flow projections. Maintenance and repairs are charged to expenses as incurred. The Company uses the following ranges of asset lives: Asset type Depreciation method Depreciation term (estimated useful life) Production facility Straight-line 20 30 Equipment Straight-line 3 25 Leasehold improvements Straight-line Lesser of estimated useful life or lease term Finance lease right-of-use assets Straight-line Lesser of the lease term and the useful life of the leased asset |
Assets Held-for-Sale, Policy [Policy Text Block] | Assets held for sale We classify capital assets that are available for immediate sale in their present condition, which the Company has approved the action or plan to sell, and the sale is probable within one May 31, 2024 6 no When there are changes in circumstances that were previously considered unlikely to occur, and it is decided not not |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible assets Intangible assets are recorded at cost and amortized on a straight-line basis over the estimated useful lives. The Company uses the following ranges of asset lives: Asset type Amortization term Customer relationships & distribution channel 14 16 Licences, permits & applications 90 Intellectual property, trademarks & brands 15 25 Non-compete agreements Over term of non-compete Know how 5 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of long-lived assets The Company reviews long-lived assets, including capital assets and definite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not may |
Business Combinations and Goodwill [Policy Text Block] | Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with Accounting Standards Codification, ASC 805, Business Combinations Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as a liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in profit or loss. Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received (except for the costs to issue debt or equity securities which are recognized according to specific requirements). Purchase price allocations may not one Goodwill represents the excess of the consideration transferred for the acquisition of subsidiaries over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of goodwill and indefinite-lived intangible assets Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one four fourth may not |
Lessee, Leases [Policy Text Block] | Leases Arrangements containing leases are evaluated as an operating or finance lease at lease inception. For operating leases, the Company recognizes an operating lease right-of-use ("ROU") asset and operating lease liability at lease commencement based on the present value of lease payments over the lease term. With the exception of certain finance leases, an implicit rate of return is not The incremental borrowing rate is determined using a portfolio approach based on the rate of interest the Company would have to pay to borrow funds on a collateralized basis over a similar term. The Company references market yield curves which are risk-adjusted to approximate a collateralized rate in the currency of the lease. These rates are updated on a quarterly basis for measurement of new lease obligations. The Company’s lease terms may 12 not |
Financing Receivable [Policy Text Block] | Convertible notes receivable Convertible notes receivable includes 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 consolidated 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 |
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 |
Equity Method Investments [Policy Text Block] | Equity method investments Investments in entities over which the Company does not |
Debt, Policy [Policy Text Block] | Convertible debentures The Company accounts for its convertible debentures in accordance with ASC 470 20 Debt with Conversion and Other Options 815 15 Derivatives and Hedging Embedded Derivatives 470 20 Debt Debt with Conversion and Other Options Upon repurchase of convertible debt instruments, ASC 470 20 For convertible debentures with an embedded conversion feature that did not 815 15, 825 Fair Value Measurements |
Derivatives, Policy [Policy Text Block] | Warrants Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815 Derivatives and Hedging Contracts in Entity's Own Equity not |
Fair Value Measurement, Policy [Policy Text Block] | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of accounts receivable, prepaids and other current assets, bank indebtedness and accounts payable and accrued liabilities approximate their fair values due to their short periods to maturity. The Company calculates the estimated fair value of financial instruments, including convertible notes receivable, long-term investments, warrant liability, contingent consideration, and convertible debentures, using quoted market prices when available. When quoted market prices are not may |
Income Tax, Policy [Policy Text Block] | Income taxes Income taxes are recognized in the consolidated statements of loss and comprehensive loss and are comprised of current and deferred taxes. Current tax is recognized in connection with income for tax purposes, unrealized tax benefits and the recovery of tax paid in a prior period and measured using enacted tax rates and laws applicable to the taxation period during which the income for tax purposes arose. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that a deferred tax asset will be realized, and a valuation allowance is provided to the extent that it is more likely than not not The Company recognizes uncertain income tax positions at the largest amount that is more likely than not not 50% |
Revenue from Contract with Customer [Policy Text Block] | Revenue Revenue is recognized when the control of the promised goods or services, through performance obligation, is transferred or 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 loss and comprehensive loss 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, 30 June 22, 2023, 9 |
Cost of Goods and Service [Policy Text Block] | Cost of goods sold Cost of goods sold represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling, the amortization of manufacturing equipment and production facilities and tariffs. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. Cost of goods sold also includes inventory valuation adjustments. |
General and Administrative Expenses, Policy [Policy Text Block] | General and administrative General and administrative expenses are comprised primarily of (i) personnel related costs such as salaries, benefits, annual employee bonus expense and stock-based ‘compensation costs; (ii) legal, accounting, consulting and other professional fees; and (iii) corporate insurance and other facilities costs associated with our corporate and administrative locations. |
Selling [Policy Text Block] | Selling Selling expenses are comprised of direct selling costs which primarily consist of (i) commissions paid to our third |
Marketing and Promotions [Policy Text Block] | Marketing and promotion Marketing and promotion expenses are comprised primarily of marketing and advertising expenses. |
Research and Development Expense, Policy [Policy Text Block] | Research and development Research and development costs are expensed as incurred. Research and development are comprised primarily of costs for clinical study costs, contracted research, consulting services, materials, supplies and other expenses incurred to sustain our overall research and development programs. |
Share-Based Payment Arrangement [Policy Text Block] | Stock-based compensation The Company has an omnibus plan which includes issuances of stock options, restricted stock units (“RSUs”) and stock appreciation rights (“SARs”). The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The fair value of RSUs is based on the share price as at date of grant and no SARs were issued to date. The share-based compensation expense is based on the fair value of the stock-based awards at the grant date and the expense is recognized over the related service period following a straight-line vesting expense schedule. The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates. Any revisions are recognized in the consolidated statements of loss and comprehensive loss such that the cumulative expense reflects the revised estimate. For performance-based stock options and RSUs, the Company records compensation expense over the estimated service period adjusted for a probability factor of achieving the performance-based milestones. At each reporting date, the Company assesses the probability factor and records compensation expense accordingly, net of estimated forfeitures. |
Transaction Costs Policy [Policy Text Block] | Transaction (income) costs, net The Company expenses costs net of any gains directly attributable to business acquisitions and classifies these items as transaction (income) costs, net. These items include among other things, legal fees to complete the acquisition, financial advisor and due diligence costs, and transaction related compensation. These items are recognized as incurred. |
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 17 In computing diluted earnings (loss) per share, common share equivalents are not May 31, 2024 May 31, 2023, |
Use of Estimates, Policy [Policy Text Block] | Critical accounting estimates and judgments The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenues and expenses. These estimates and judgements are subject to change based on experience and new information which could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Actual results may Financial statement areas that require significant judgement and estimates are as follows: Convertible notes receivable may not may Use of the valuation approach described below may may not Company-specific information is considered when determining whether the fair value of convertible notes receivable should be adjusted upward or downward at the end of each reporting period. In addition to company-specific information, the Company will consider trends in general market conditions in relation to the convertible notes receivable. The fair value of convertible notes receivable may • There has been a significant subsequent equity financing provided by outside investors at a valuation different than the current value of the investee company, in which case the fair value of the investment is set to the value at which that financing took place; • There have been significant corporate, political, or operating events affecting the investee company that, in management’s opinion, have a material impact on the investee company’s prospects and therefore its fair value. In these circumstances, the adjustment to the fair value of the investment will be based on management’s judgment and any value estimated may not • The investee company is placed into receivership or bankruptcy; • Based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern; • Important positive or negative management changes by the investee company that the Company’s management believes will have a positive or negative impact on the investee company’s ability to achieve its objectives and build value for shareholders. Adjustment to the fair value of convertible notes receivable will be based upon management’s judgment and any value estimated may not Estimated useful lives, impairment considerations and amortization of capital and intangible assets Goodwill and indefinite-lived intangible asset impairment testing require management to make estimates in the impairment testing model. On at least an annual basis, the Company tests whether goodwill and indefinite-lived intangible assets are impaired. Impairment of definite long-lived assets is influenced by judgment in defining a reporting unit and determining the indicators of impairment, and estimates used to measure impairment losses. The reporting unit’s fair value is determined using discounted future cash flow models, which incorporate assumptions regarding future events, specifically future cash flows, growth rates and discount rates. Business combinations third Convertible debentures |
New Accounting Pronouncements, Policy [Policy Text Block] | New accounting pronouncements not In August 2023, 2023 05, 805 60 2023 05” 2023 05 June 1, 2026. In October 2023, 2023 06, X June 30, 2027, not X not In November 2023, 2023 07, 280 2023 07 May 31, 2025. In December 2023, 2023 09, 740 2023 09 June 01, 2024. In March 21, 2024, 2024 01, 718 718 10 15 3 2024 01 June 01, 2024. New accounting pronouncements recently adopted In October 2021, 2021 08, 805 2021 08” 2021 08 June 1, 2023, not |
Note 3 - Significant Accounti_2
Note 3 - Significant Accounting Policies (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Property, Plant and Equipment, Useful Life [Table Text Block] | Asset type Depreciation method Depreciation term (estimated useful life) Production facility Straight-line 20 30 Equipment Straight-line 3 25 Leasehold improvements Straight-line Lesser of estimated useful life or lease term Finance lease right-of-use assets Straight-line Lesser of the lease term and the useful life of the leased asset |
Intangible Assets, Amortization Term [Table Text Block] | Asset type Amortization term Customer relationships & distribution channel 14 16 Licences, permits & applications 90 Intellectual property, trademarks & brands 15 25 Non-compete agreements Over term of non-compete Know how 5 |
Note 4 - Inventory (Tables)
Note 4 - Inventory (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | May 31, May 31, 2024 2023 Beverage alcohol inventory $ 52,831 $ 27,837 Plants 13,828 10,884 Dried cannabis 108,721 89,801 Cannabis trim — 322 Cannabis derivatives 4,504 9,229 Cannabis vapes 4,132 1,173 Packaging and other inventory items 22,115 19,997 Distribution inventory 35,645 30,144 Wellness inventory 10,311 11,164 Total $ 252,087 $ 200,551 |
Note 6 - Capital Assets (Tables
Note 6 - Capital Assets (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | May 31, May 31, 2024 2023 Land $ 45,577 $ 30,635 Production facility 369,630 344,627 Equipment 258,532 185,422 Leasehold improvement 19,377 7,753 Finance lease, right-of-use assets 43,993 — Construction in progress 10,713 8,048 $ 747,822 $ 576,485 Less: accumulated amortization (189,575 ) (146,818 ) Total $ 558,247 $ 429,667 |
Disclosure of Long-Lived Assets Held-for-Sale [Table Text Block] | May 31, May 31, 2024 2023 Land $ 954 $ — Production facility 24,682 — Equipment 6,438 — $ 32,074 $ — |
Note 7 - Leases (Tables)
Note 7 - Leases (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Lease Related Assets and Liabilities [Table Text Block] | May 31, May 31, Classification on Balance Sheet 2024 2023 Assets Finance lease, right-of-use assets Capital assets $ 43,993 $ — Operating lease, right-of-use assets Operating lease, right-of-use assets 16,101 5,941 Total right-of-use asset $ 60,094 $ 5,941 Liabilities Current: Current portion of finance lease liabilities Current portion of lease liabilities $ 1,092 $ — Current portion of operating lease liabilities Current portion of lease liabilities 3,999 2,423 Non-current: Finance lease liabilities Lease liabilities 43,948 — Operating lease liabilities Lease liabilities 16,474 7,936 Total lease liabilities $ 65,513 $ 10,359 |
Lessee, Operating and Finance Lease, Liabilities, to be Paid, Maturity [Table Text Block] | Operating Finance leases leases 2025 $ 5,821 $ 4,036 2026 5,540 4,036 2027 4,893 4,036 2028 3,997 4,036 Thereafter 6,101 79,993 Total minimum lease payments $ 26,352 $ 96,137 Imputed interest (5,879 ) (51,097 ) Obligations recognized $ 20,473 $ 45,040 |
Note 8 - Intangible Assets (Tab
Note 8 - Intangible Assets (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | May 31, May 31, 2024 2023 Customer relationships & distribution channel $ 603,939 $ 614,062 Licenses, permits & applications 368,057 366,793 Non-compete agreements 12,403 12,394 Intellectual property, trademarks, knowhow & brands 608,672 583,468 1,593,071 $ 1,576,717 Less: accumulated amortization (261,758 ) (187,088 ) Less: impairments (415,844 ) (415,844 ) Total $ 915,469 $ 973,785 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization 2025 $ 75,988 2026 75,988 2027 75,988 2028 75,988 2029 75,988 Thereafter 352,678 Total $ 732,618 |
Note 9 - Business Acquisitions
Note 9 - Business Acquisitions (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Amount Consideration Cash $ 28,701 Shares 6,422 Contingent consideration 10,245 Net assets acquired Current assets Cash and cash equivalents 1,983 Accounts receivable 1,116 Prepaids and other current assets 467 Inventory 1,570 Long-term assets Capital assets 420 Customer relationships (15 years) 18,540 Intellectual property, trademarks & brands (15 years) 13,650 Goodwill 17,803 Total assets 55,549 Current liabilities Accounts payable and accrued liabilities 1,580 Long-term liabilities Deferred tax liability 4,851 Other liabilities 3,750 Total liabilities 10,181 Total net assets acquired $ 45,368 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 1,656 Accounts receivable 7,855 Asset held for sale 755 Prepaids and other current assets 2,709 Inventory 24,122 Long-term assets Prepaid expenses 8,384 Capital assets 70,634 Intellectual property, trademarks & brands (15 years) 4,505 Interest in equity investee 3,145 Total assets 138,399 Current liabilities Accounts payable and accrued liabilities 44,517 Total liabilities 44,517 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 Amount Consideration Cash consideration $ 83,658 Net assets acquired Current assets Cash and cash equivalents 77 Inventory 21,493 Prepaids and other current assets 573 Long-term assets Capital assets 76,114 Finance lease, right-of-use assets 45,496 Operating lease, right-of-use assets 7,677 Other assets 108 Total assets 151,538 Current liabilities Accounts payable and accrued liabilities 14,706 Current portion of finance lease liabilities 1,031 Current portion of operating lease liabilities 1,408 Long - term liabilities Finance lease liabilities 44,465 Operating lease liabilities 6,270 Total liabilities 67,880 Total net assets acquired $ 83,658 |
Note 10 - Goodwill (Tables)
Note 10 - Goodwill (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | May 31, May 31, Reporting Unit 2024 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 7,916 7,875 Impairments (842,431 ) (842,431 ) Total $ 2,008,884 $ 2,008,843 |
Note 11 - Convertible Notes R_2
Note 11 - Convertible Notes Receivable (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | May 31, May 31, 2024 2023 HEXO Convertible Note $ — $ 28,720 MedMen Convertible Note 32,000 74,681 Total convertible notes receivable 32,000 103,401 Deduct - current portion — — Total convertible notes receivable, non current portion $ 32,000 $ 103,401 |
Note 12 - Long Term Investmen_2
Note 12 - Long Term Investments (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Debt Securities, Trading, and Equity Securities, FV-NI [Table Text Block] | May 31, May 31, 2024 2023 Equity investments measured at fair value $ 2,359 $ 2,144 Equity investments under measurement alternative 5,500 5,651 Total $ 7,859 $ 7,795 |
Note 13 - Income Taxes and De_2
Note 13 - Income Taxes and Deferred Income Taxes (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | For the year ended May 31, 2024 2023 2022 United States $ (126,735 ) $ (506,984 ) $ (233,697 ) Canada (106,822 ) (912,717 ) (81,772 ) Other countries (15,463 ) (30,480 ) (125,205 ) $ (249,020 ) $ (1,450,181 ) $ (440,674 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | For the year ended May 31, 2024 2023 2022 Current: United States $ 497 $ 226 $ 262 Canada 10,819 26,290 23,268 Other countries 940 (62 ) 479 $ 12,256 $ 26,454 $ 24,009 Deferred: United States $ (723 ) $ (4,055 ) $ 520 Canada (33,422 ) (24,364 ) (17,154 ) Other countries (4,727 ) (5,216 ) (13,917 ) $ (38,872 ) $ (33,635 ) $ (30,551 ) Income tax benefits, net $ (26,616 ) $ (7,181 ) $ (6,542 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the year ended May 31, 2024 2023 2022 Loss before net income taxes: $ (249,020 ) $ (1,450,181 ) $ (440,674 ) Income tax benefits at statutory rate (51,325 ) (304,538 ) (92,542 ) Tax impact of foreign operations (5,661 ) (25,857 ) 81,316 Foreign exchange and other 1,959 13,434 14,941 Non-deductible expenses 6,147 3,982 6,404 Non-deductible (taxable) losses (682 ) 23,150 748 Changes in enacted rates 2,394 (816 ) — Change in fair value of warrant liability 302 (2,612 ) (13,359 ) Stock based and other compensation — — 994 Change in valuation allowance 20,250 285,698 17,255 Impact on convertible debenture and other differences — 378 (22,299 ) Income tax benefits, net $ (26,616 ) $ (7,181 ) $ (6,542 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | May 31, 2024 2023 Deferred assets Operating loss carryforwards - United States $ 104,377 $ 85,259 Operating loss carryforwards - Canada 366,720 145,111 Operating loss carryforwards - Other Countries 18,518 18,787 Capital loss carryforwards 34,355 34,355 Intangible assets 229,953 244,227 Property and equipment 34,578 46,400 Currently nondeductible interest — 2,812 Investments and convertible notes receivable 45,685 66,718 Investment tax credits and related pool balance 23,132 22,054 Other 46,151 50,074 Total Deferred tax assets 903,469 715,797 Less valuation allowance (789,839 ) (625,368 ) Net deferred tax assets 113,630 90,429 Deferred tax liabilities Property and equipment (18,814 ) (18,129 ) Intangible assets (218,020 ) (225,460 ) Convertible Senior Notes Due 2023 (2,229 ) (14,204 ) Other Deferred Items (5,437 ) — Total deferred tax liabilities (244,500 ) (257,793 ) Net deferred tax liability $ (130,870 ) $ (167,364 ) |
Note 15 - Accounts Payable an_2
Note 15 - Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | May 31, May 31, 2024 2023 Trade payables $ 105,392 $ 70,819 Accrued liabilities 92,424 48,394 Litigation accrual 24,378 25,000 Accrued payroll and employment related taxes 6,154 18,772 Income taxes payable 4,092 14,934 Accrued interest 4,217 8,102 Sales taxes payable 5,300 4,661 Total $ 241,957 $ 190,682 |
Note 16 - Long-term Debt (Table
Note 16 - Long-term Debt (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | May 31, May 31, 2024 2023 Credit facility - C$ 66,000 3 10 November 2025 $ 39,420 $ 45,260 Term loan - C$ 25,000 1.00 5 15 181 July 2033 10,212 10,959 Term loan - C$ 25,000 1.00 5 15 196 July 2033 12,422 13,092 Term loan - C$ 1,250 1.50 5 10 12 August 2026 263 346 Mortgage payable - C$ 3,750 1.50 5 20 23 August 2026 2,089 2,104 Term loan ‐ € 5,000 2.15 5 250 December 2023 — 803 Term loan ‐ € 1,200 4.26 1 100 December 2023 — 755 Term loan ‐ € 1,500 2.00 5 94 April 2025 417 819 Term loan ‐ € 3,500 4.59 5 66 August 2028 3,151 1,706 Mortgage payable - $ 22,635 1.5 10 57 October 2030 20,066 20,863 Term loan - $ 90,000 5 875 1,750 June 2028 86,626 65,000 Carrying amount of long-term debt 174,666 161,707 Unamortized financing fees (808 ) (738 ) Net carrying amount 173,858 160,969 Less principal portion included in current liabilities (15,506 ) (24,080 ) Total noncurrent portion of long-term debt $ 158,352 $ 136,889 |
Note 17 - Convertible Debentu_2
Note 17 - Convertible Debentures Payable (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Convertible Debt [Table Text Block] | May 31, May 31, 2024 2023 5.20 $ 129,583 $ 100,476 HTI Convertible Note — 47,834 5.25 330 120,568 5.00 — 126,544 Total 129,913 395,422 Deduct - current portion 330 174,378 Total convertible debentures payable, non current portion $ 129,583 $ 221,044 May 31, May 31, 2024 2023 4.00 $ — $ 50,000 Unamortized discount — (2,166 ) Net carrying amount $ — $ 47,834 May 31, May 31, 2024 2023 5.20 $ 172,500 $ 150,000 Unamortized discount (42,917 ) (49,524 ) Net carrying amount $ 129,583 $ 100,476 May 31, May 31, 2024 2023 5.25 $ 350,000 $ 350,000 Debt settlement (349,670 ) (213,260 ) Fair value adjustment — (16,172 ) Net carrying amount $ 330 $ 120,568 May 31, May 31, 2024 2023 5.00 $ — $ 277,856 Principal amount paid — (150,526 ) Unamortized discount — (786 ) Net carrying amount $ — $ 126,544 |
Note 19 - Stockholders' Equity
Note 19 - Stockholders' Equity (Tables) | 12 Months Ended |
May 31, 2024 | |
Predecessor Plan [Member] | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Weighted Weighted average average average grant remaining Aggregate Number of exercise date fair contractual Intrinsic options price value term (years) Amount Outstanding, beginning of the year 1,706,627 $ 11.16 $ 60.75 1.0 — Exercised during the year — — — — N/A Granted during the year — — — — N/A Forfeited during the year — — — — N/A Expired during the year (1,272,415 ) 12.39 — — N/A Outstanding, end of the year 434,212 $ 7.56 $ — 0.65 — Vested and exercisable, end of the year 434,212 $ 7.56 $ — 0.65 — May 31, 2024 Weighted Weighted Weighted average average average grant remaining Aggregate Number of exercise date fair contractual Intrinsic options price value term (years) Amount Outstanding, beginning of the year — $ — $ — — — Exercised during the year N/A Converted upon acquisition 1,267,793 62.87 — 8.91 N/A Forfeited during the year (63,760 ) 26.27 — — N/A Expired during the year (59,815 ) 339.63 — — N/A Outstanding, end of the year 1,144,218 $ 53.40 $ — 1.19 — Vested and exercisable, end of the year 1,120,768 $ 54.15 $ — 1.04 — |
E I P Original Plan [Member] | |
Notes Tables | |
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Time-based and Performance-based RSU activity Weighted- Weighted- average average grant-date remaining Time-based fair value contractual Aggregate RSUs per share term (years) intrinsic value Balance, May 31, 2023 12,138,692 $ 6.04 1.7 $ 24,857 Granted 21,246,702 1.93 — 39,553 Vested (6,199,254 ) 4.76 — (11,159 ) Forfeited (1,051,288 ) 2.21 — (1,892 ) Cancelled — — — — Balance, May 31, 2024 26,134,852 $ 3.16 2.85 $ 47,043 May 31, 2024 Weighted average grant - date fair Time- based value per RSUs share Non-vested, beginning of the year 371,182 $ 11.37 Granted during the year — — Vested during the year (123,113 ) $ 6.47 Forfeited during the year (3,876 ) $ 6.90 Non-vested, end of the year 244,193 $ 13.91 |
Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | EIP Time-based stock option activity Weighted- Weighted- average average remaining Stock exercise contractual Aggregate Options price term (years) intrinsic value Balance, May 31, 2023 2,809,198 $ 14.88 5.0 $ — Granted — — — — Exercised — — — — Forfeited — — — — Cancelled (11,411 ) 101.80 — — Balance, May 31, 2024 2,797,787 $ 14.53 4.0 $ — Original plan time-based stock option activity Weighted- Weighted- average average remaining Stock exercise contractual Aggregate Options price term (years) intrinsic value Balance, May 31, 2023 63,969 $ 3.52 3.8 $ 7.68 Exercised (4,291 ) 0.19 — — Forfeited — — — — Cancelled (10,512 ) 5.16 — — Balance, May 31, 2024 49,166 $ 3.46 3.0 $ 1.43 |
Note 20 - Accumulated Other C_2
Note 20 - Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
May 31, 2024 | |
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, 2021 $ 156,417 $ (3,749 ) $ 152,668 Other comprehensive loss (102,004 ) (71,428 ) (173,432 ) Balance May 31, 2022 $ 54,413 $ (75,177 ) $ (20,764 ) Other comprehensive (loss) reversal (101,023 ) 75,177 (25,846 ) Balance May 31, 2023 $ (46,610 ) $ — $ (46,610 ) Other comprehensive loss 3,111 — 3,111 Balance May 31, 2024 $ (43,499 ) $ — $ (43,499 ) |
Note 21 - Non-controlling Int_2
Note 21 - Non-controlling Interests (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Condensed Balance Sheet [Table Text Block] | SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2024 Current assets $ — $ 12 $ 95,720 $ 3 $ 95,735 Non-current assets 32,000 — 124,675 3,637 160,312 Current liabilities — (9 ) (130,945 ) (6,913 ) (137,867 ) Non-current liabilities — — (24,482 ) (1,452 ) (25,934 ) Net assets $ 32,000 $ 3 $ 64,968 $ (4,725 ) $ 92,246 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 May 31, Acquisition Nordic ApS Diamond S.A.S. 2024 Revenue $ — $ — $ 103,331 $ — $ 103,331 Total expenses 42,681 (1,064 ) 40,935 (203 ) 82,349 Net (loss) income (42,681 ) 1,064 62,396 203 20,982 Other comprehensive (loss) income — (9 ) 171 (334 ) (172 ) Net comprehensive (loss) income $ (42,681 ) $ 1,055 $ 62,567 $ (131 ) $ 20,810 Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (13,658 ) 264 30,658 (13 ) 17,251 Additional income attributable to NCI — — 5,336 — 5,336 Net comprehensive (loss) income attributable to NCI $ (13,658 ) $ 264 $ 35,994 $ (13 ) $ 22,587 SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2023 Revenue $ — $ 126 $ 161,453 $ 1 $ 161,580 Total expenses 107,297 748 85,460 57,293 250,798 Net (loss) income (107,297 ) (622 ) 75,993 (57,292 ) (89,218 ) Other comprehensive (loss) income 70,778 (21 ) (961 ) (34,643 ) 35,153 Net comprehensive (loss) income $ (36,519 ) $ (643 ) $ 75,032 $ (91,935 ) $ (54,065 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (11,686 ) (161 ) 36,766 (9,194 ) 15,725 Additional income attributable to NCI — — 11,421 — 11,421 Net comprehensive (loss) income attributable to NCI $ (11,686 ) $ (161 ) $ 48,187 $ (9,194 ) $ 27,146 SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2022 Revenue $ — $ 354 $ 148,323 $ — $ 148,677 Total expenses (recovery) (11,180 ) 470 77,057 35 66,382 Net (loss) income 11,180 (116 ) 71,266 (35 ) 82,295 Other comprehensive (loss) income (70,778 ) 47 (2,353 ) (4,737 ) (77,821 ) Net comprehensive (loss) income $ (59,598 ) $ (69 ) $ 68,913 $ (4,772 ) $ 4,474 Non-controlling interest % 32 % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (19,071 ) $ (17 ) $ 33,767 $ (477 ) $ 14,202 |
Note 22 - Net Revenue (Tables)
Note 22 - Net Revenue (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | For the year ended May 31, 2024 2023 2022 Beverage alcohol revenue $ 213,614 $ 100,679 $ 74,959 Beverage alcohol excise taxes (11,520 ) (5,586 ) (3,467 ) Net beverage alcohol revenue 202,094 95,093 71,492 Cannabis revenue 370,692 284,314 300,891 Cannabis excise taxes (97,894 ) (63,884 ) (63,369 ) Net cannabis revenue 272,798 220,430 237,522 Distribution revenue 258,740 258,770 259,747 Wellness revenue 55,310 52,831 59,611 Total $ 788,942 $ 627,124 $ 628,372 |
Note 23 - Cost of Goods Sold (T
Note 23 - Cost of Goods Sold (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Cost of Goods Sold [Table Text Block] | For the year ended May 31, 2024 2023 2022 Beverage alcohol costs $ 113,522 $ 48,770 $ 32,033 Cannabis costs 182,594 162,755 194,834 Distribution costs 230,596 231,309 243,231 Wellness costs 38,879 37,330 41,457 Total $ 565,591 $ 480,164 $ 511,555 |
Note 24 - General and Adminis_2
Note 24 - General and Administrative Expenses (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of General and Administrative Expenses [Table Text Block] | For the year ended May 31, 2024 2023 2022 Executive compensation $ 15,597 $ 13,655 $ 14,128 Office and general 28,460 27,845 27,153 Salaries and wages 68,076 57,228 51,693 Stock-based compensation 31,769 39,595 35,994 Insurance 12,586 12,033 17,536 Professional fees 5,345 7,166 13,047 (Gain) loss on sale of capital assets (4,198 ) (48 ) (682 ) Insurance proceeds — — (4,032 ) Travel and accommodation 5,138 4,530 4,203 Rent 4,585 3,155 3,761 Total $ 167,358 $ 165,159 $ 162,801 |
Note 26 - Interest Expense, N_2
Note 26 - Interest Expense, Net (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Interest Income and Interest Expense Disclosure [Table Text Block] | For the year ended May 31, 2024 2023 2022 Interest income $ 12,831 $ 33,025 $ 11,736 Interest expense (49,264 ) (46,612 ) (39,680 ) $ (36,433 ) $ (13,587 ) $ (27,944 ) |
Note 27 - Non-operating Incom_2
Note 27 - Non-operating Income (Expense) (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | For the year ended May 31, 2024 2023 2022 Change in fair value of convertible debenture payable $ (19,736 ) $ (43,651 ) $ 163,670 Change in fair value of warrant liability (1,436 ) 12,438 63,913 Foreign exchange (loss) gain (4,086 ) (25,535 ) (28,383 ) Loss on long-term investments (217 ) (2,190 ) (6,737 ) Other non-operating (losses) gains, net (12,367 ) (7,971 ) 5,208 $ (37,842 ) $ (66,909 ) $ 197,671 |
Note 28 - Commitments and Con_2
Note 28 - Commitments and Contingencies (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Contractual Obligation, Fiscal Year Maturity [Table Text Block] | Total 2025 2026 2027 2028 Thereafter Long-term debt repayment $ 174,666 $ 15,507 $ 43,232 $ 11,764 $ 68,672 $ 35,491 Convertible debentures payable 172,830 330 — 172,500 — — Material purchase obligations 59,959 26,410 33,549 — — — Construction commitments 575 575 — — — — Total $ 408,030 $ 42,822 $ 76,781 $ 184,264 $ 68,672 $ 35,491 |
Note 29 - Financial Risk Mana_2
Note 29 - Financial Risk Management and Financial Instruments (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | May 31, Level 1 Level 2 Level 3 2024 Financial assets Cash and cash equivalents $ 228,340 $ — $ — $ 228,340 Marketable securities 32,182 — — 32,182 Convertible notes receivable — — 32,000 32,000 Equity investments measured at fair value 919 1,440 5,500 7,859 Financial liabilities Warrant liability — — (3,253 ) (3,253 ) Contingent consideration — — (15,000 ) (15,000 ) APHA 24 Convertible debenture — — (330 ) (330 ) Total recurring fair value measurements $ 261,441 $ 1,440 $ 18,917 $ 281,798 May 31, Level 1 Level 2 Level 3 2023 Financial assets Cash and cash equivalents $ 206,632 $ — $ — $ 206,632 Marketable Securities 241,897 — — 241,897 Convertible notes receivable — — 103,401 103,401 Equity investments measured at fair value 1,056 1,088 5,651 7,795 Financial liabilities Warrant liability — — (1,817 ) (1,817 ) Contingent consideration — — (27,107 ) (27,107 ) APHA 24 Convertible debenture — — (120,568 ) (120,568 ) Total recurring fair value measurements $ 449,585 $ 1,088 $ (40,440 ) $ 410,233 |
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/(Repayments) — — — (4,181 ) 136,410 Redemption (28,720 ) — — 760 — Unrealized gain (loss) on fair value — (151 ) (1,436 ) 15,528 (16,172 ) Impairments (42,681 ) — — — — Balance, May 31, 2024 $ 32,000 $ 5,500 $ (3,253 ) $ (15,000 ) $ (330 ) |
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) 0.0 Warrant liability Black-Scholes Volatility, 50% expected life (in years) 1.3 Contingent consideration Discounted cash flows Discount rate, 11% achievement 95% |
Accounts Receivable, Noncurrent, Past Due [Table Text Block] | Total 0-30 days 31-60 days 61-90 days 90+ days Accounts receivable, net $ 101,695 $ 86,435 $ 3,042 $ 893 $ 11,325 85 % 3 % 1 % 11 % |
Accounts Receivable, Allowance for Credit Loss [Table Text Block] | Balance at the beginning of period Movement during the year (1) Balance at end of period Fiscal year ended May 31, 2024 Allowance for doubtful accounts and credit loss provision $ 6,641 $ 1,073 $ 7,714 Fiscal year ended May 31, 2023 Allowance for doubtful accounts and credit loss provision 5,404 1,237 6,641 Fiscal year ended May 31, 2022 Allowance for doubtful accounts and credit loss provision 4,571 833 5,404 |
Note 30 - Segment Reporting (Ta
Note 30 - Segment Reporting (Tables) | 12 Months Ended |
May 31, 2024 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | For the year ended May 31, 2024 2023 2022 Beverage alcohol Net beverage alcohol revenue $ 202,094 $ 95,093 $ 71,492 Beverage alcohol costs 113,522 48,770 32,033 Beverage alcohol gross profit 88,572 46,323 39,459 Cannabis Net cannabis revenue 272,798 220,430 237,522 Cannabis costs 182,594 162,755 194,834 Cannabis gross profit 90,204 57,675 42,688 Distribution Distribution revenue 258,740 258,770 259,747 Distribution costs 230,596 231,309 243,231 Distribution gross profit 28,144 27,461 16,516 Wellness Wellness revenue 55,310 52,831 59,611 Wellness costs 38,879 37,330 41,457 Wellness gross profit $ 16,431 $ 15,501 $ 18,154 For the year ended May 31, 2024 2023 2022 Revenue from Canadian medical cannabis $ 25,211 $ 25,000 $ 30,599 Revenue from Canadian adult-use cannabis 266,846 214,319 209,501 Revenue from wholesale cannabis 25,340 1,436 6,904 Revenue from international cannabis 53,295 43,559 53,887 Less excise taxes (97,894 ) (63,884 ) (63,369 ) Total $ 272,798 $ 220,430 $ 237,522 |
Revenue from External Customers by Geographic Areas [Table Text Block] | For the year ended May 31, 2024 2023 2022 USA $ 233,141 $ 123,284 $ 103,991 Canada 243,722 201,361 210,141 EMEA 296,450 284,567 296,911 Rest of World 15,629 17,912 17,329 Total $ 788,942 $ 627,124 $ 628,372 |
Long-Lived Assets by Geographic Areas [Table Text Block] | May 31, May 31, 2024 2023 USA $ 141,314 $ 63,925 Canada 313,359 255,248 EMEA 99,921 107,131 Rest of World 3,653 3,363 Total $ 558,247 $ 429,667 |
Note 3 - Significant Accounti_3
Note 3 - Significant Accounting Policies (Details Textual) $ in Thousands | 12 Months Ended | |
May 31, 2024 USD ($) shares | May 31, 2023 USD ($) shares | |
Cash and Cash Equivalents, Maturity Period (Month) | 3 months | |
Restricted Cash, Current | $ | $ 0 | $ 0 |
Asset, Held-for-Sale, Not Part of Disposal Group | $ | $ 32,074 | $ 0 |
Number of Operating Segments | 4 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 244,193 | 371,182 |
Stock Appreciation Rights (SARs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 0 | |
Restricted Stock Units (RSUs) [Member] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 20,167,017 | 15,595,390 |
Share-Based Payment Arrangement, Option [Member] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 4,425,383 | 4,566,801 |
Warrants [Member] | ||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants (in shares) | 6,210,000 | 6,210,000 |
Convertible Debentures [Member] | ||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities (in shares) | 65,001,591 | 81,874,568 |
Broken Coast Cannabis Ltd. [Member] | Duncan, Quebec, and Fort Collins Facilities [Member] | ||
Asset, Held-for-Sale, Not Part of Disposal Group | $ | $ 32,074 | |
Restricted Cash, Reserved for Letters of Credit and Acquisition-related Collateral [Member] | ||
Restricted Cash, Current | $ | $ 1,656 |
Note 3 - Significant Accounti_4
Note 3 - Significant Accounting Policies - Summary of Useful Lives of Property, Plant and Equipment (Details) | May 31, 2024 |
Production Facility [Member] | Minimum [Member] | |
Useful Life (Year) | 20 years |
Production Facility [Member] | Maximum [Member] | |
Useful Life (Year) | 30 years |
Equipment [Member] | Minimum [Member] | |
Useful Life (Year) | 3 years |
Equipment [Member] | Maximum [Member] | |
Useful Life (Year) | 25 years |
Note 3 - Significant Accounti_5
Note 3 - Significant Accounting Policies - Useful Lives of Intangible Assets (Details) | May 31, 2024 |
Customer Relationships & Distribution Channel [Member] | Minimum [Member] | |
Intangible Asset, Useful Life (Year) | 14 years |
Customer Relationships & Distribution Channel [Member] | Maximum [Member] | |
Intangible Asset, Useful Life (Year) | 16 years |
Licenses, Permits and Applications [Member] | Minimum [Member] | |
Intangible Asset, Useful Life (Year) | 90 months |
Intellectual Property, Trademarks and Brands [Member] | Minimum [Member] | |
Intangible Asset, Useful Life (Year) | 15 months |
Intellectual Property, Trademarks and Brands [Member] | Maximum [Member] | |
Intangible Asset, Useful Life (Year) | 25 years |
Know How [Member] | Maximum [Member] | |
Intangible Asset, Useful Life (Year) | 5 years |
Note 4 - Inventory (Details Tex
Note 4 - Inventory (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Inventory Write-down | $ 0 | $ 55,000 | $ 67,000 |
Cannabis [Member] | |||
Inventory Write-down | 0 | 55,000 | |
Purchase Price Accounting Step Up for Inventory Sold | 7,628 | ||
Beverage Alcohol Inventory [Member] | |||
Purchase Price Accounting Step Up for Inventory Sold | $ 4,602 | $ 4,482 |
Note 4 - Inventory - Schedule o
Note 4 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Inventory | $ 252,087 | $ 200,551 |
Beverage Alcohol Inventory [Member] | ||
Inventory | 52,831 | 27,837 |
Plants [Member] | ||
Inventory | 13,828 | 10,884 |
Dried Cannabis [Member] | ||
Inventory | 108,721 | 89,801 |
Cannabis Trim [Member] | ||
Inventory | 0 | 322 |
Cannabis Derivatives [Member] | ||
Inventory | 4,504 | 9,229 |
Cannabis Vapes [Member] | ||
Inventory | 4,132 | 1,173 |
Packaging and Other Inventory Items [Member] | ||
Inventory | 22,115 | 19,997 |
Distribution Inventory [Member] | ||
Inventory | 35,645 | 30,144 |
Wellness Inventory [Member] | ||
Inventory | $ 10,311 | $ 11,164 |
Note 5 - Related Party Transa_2
Note 5 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
May 31, 2024 | May 31, 2023 | May 31, 2022 | Dec. 12, 2022 | |
Fluent and Cannfections [Member] | Edible Cannabis Products [Member] | ||||
Manufacturing Costs | $ 0 | $ 1,377 | $ 2,560 | |
Joint Venture With RIKI Ventures, LLC [Member] | ||||
Equity Method Investment, Ownership Percentage | 50% | |||
Fluent and Cannfections [Member] | ||||
Equity Method Investment, Ownership Percentage | 50% |
Note 6 - Capital Assets (Detail
Note 6 - Capital Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Income Statement [Abstract] | |||
Asset Impairment Charges | $ 0 | $ 934,001 | $ 378,241 |
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | ||
Manufacturing Facility [Member] | CALIFORNIA | |||
Impairment, Long-Lived Asset, Held-for-Use | $ 0 | ||
Manufacturing Facility [Member] | CANADA | |||
Impairment, Long-Lived Asset, Held-for-Use | $ 81,500 | ||
Equipment [Member] | |||
Impairment, Long-Lived Asset, Held-for-Use | $ 22,500 |
Note 6 - Capital Assets - Sched
Note 6 - Capital Assets - Schedule of Capital Assets (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Capital assets, gross | $ 747,822 | $ 576,485 |
Less: accumulated amortization | (189,575) | (146,818) |
Total | 558,247 | 429,667 |
Land [Member] | ||
Capital assets, gross | 45,577 | 30,635 |
Manufacturing Facility [Member] | ||
Capital assets, gross | 369,630 | 344,627 |
Equipment [Member] | ||
Capital assets, gross | 258,532 | 185,422 |
Leasehold Improvements [Member] | ||
Capital assets, gross | 19,377 | 7,753 |
Right of Use Assets [Member] | ||
Capital assets, gross | 43,993 | 0 |
Construction in Progress [Member] | ||
Capital assets, gross | $ 10,713 | $ 8,048 |
Note 6 - Capital Assets - Asset
Note 6 - Capital Assets - Assets Held for Sale (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Assets, Held for sale | $ 32,074 | $ 0 |
Land [Member] | ||
Assets, Held for sale | 954 | 0 |
Production Facility [Member] | ||
Assets, Held for sale | 24,682 | 0 |
Equipment [Member] | ||
Assets, Held for sale | $ 6,438 | $ 0 |
Note 7 - Leases (Details Textua
Note 7 - Leases (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Lease, Cost | $ 4,582 | $ 3,140 |
Sublease Income | $ 738 | $ 662 |
Maximum [Member] | ||
Lessee, Remaining Lease Term (Year) | 20 years |
Note 7 - Leases - Lease Related
Note 7 - Leases - Lease Related Assets and Liabilities (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Finance lease, right-of-use assets | $ 43,993 | $ 0 |
Operating lease, right-of-use assets | 16,101 | 5,941 |
Total right-of-use asset | 60,094 | 5,941 |
Current portion of finance lease liabilities | 1,092 | 0 |
Current portion of operating lease liabilities | 3,999 | 2,423 |
Finance lease liabilities | 43,948 | 0 |
Operating lease liabilities | 16,474 | 7,936 |
Total lease liabilities | $ 65,513 | $ 10,359 |
Note 7 - Leases - Lease Relat_2
Note 7 - Leases - Lease Related Assets and Liabilities (Details) (Parentheticals) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Liabilities, Current [Abstract] | ||
Operating and Finance Lease Liability, Current | $ 5,091 | $ 2,423 |
Liabilities, Noncurrent [Abstract] | ||
Operating and Finance Lease Liability, Noncurrent | $ 60,422 | $ 7,936 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating and Finance Lease Liability, Current | Operating and Finance Lease Liability, Current |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating and Finance Lease Liability, Current | Operating and Finance Lease Liability, Current |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating and Finance Lease Liability, Noncurrent | Operating and Finance Lease Liability, Noncurrent |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating and Finance Lease Liability, Noncurrent | Operating and Finance Lease Liability, Noncurrent |
Note 7 - Leases - Schedule of M
Note 7 - Leases - Schedule of Maturity (Details) $ in Thousands | May 31, 2024 USD ($) |
2025, operating | $ 5,821 |
2025, finance | 4,036 |
2026, operating | 5,540 |
2026, finance | 4,036 |
2027, operating | 4,893 |
2027, finance | 4,036 |
2028, operating | 3,997 |
2028, finance | 4,036 |
Thereafter, operating | 6,101 |
Thereafter, finance | 79,993 |
Total minimum lease payments, operating | 26,352 |
Total minimum lease payments | 96,137 |
Imputed interest, operating | (5,879) |
Imputed interest | (51,097) |
Obligations recognized, operating | 20,473 |
Obligations recognized | $ 45,040 |
Note 8 - Intangible Assets (Det
Note 8 - Intangible Assets (Details Textual) $ in Thousands | 12 Months Ended | ||
May 31, 2024 USD ($) | May 31, 2023 USD ($) | May 31, 2022 USD ($) | |
Income Statement [Abstract] | |||
Asset Impairment Charges | $ 0 | $ 934,001 | $ 378,241 |
Impairment of Intangible Assets (Excluding Goodwill) | 0 | ||
Impairment, Intangible Asset, Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | ||
Measurement Input, Discount Rate [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.135 | 0.1121 | |
Measurement Input, Terminal Growth Rate [Member] | Minimum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.02 | ||
Measurement Input, Terminal Growth Rate [Member] | Maximum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.05 | ||
Measurement Input, Average Revenue Growth Rate [Member] | Minimum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0 | ||
Measurement Input, Average Revenue Growth Rate [Member] | Maximum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.40 | ||
Cash Flows Anticipated With Individual Intangible Assets [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.46 | ||
Intellectual Property, Trademarks, Know How and Brands [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) | $ 40,000 | ||
Customer Relationships and Distribution Channel [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) | 110,000 | ||
Licenses, Permits and Applications [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) | 55,000 | $ 110,033 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 182,851 | $ 181,093 | |
Intellectual Property, Trademarks, Know How and Brands [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) | $ 85,471 |
Note 8 - Intangible Assets - Sc
Note 8 - Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Cost | $ 1,593,071 | $ 1,576,717 |
Less: accumulated amortization | (261,758) | (187,088) |
Less: impairments | (415,844) | (415,844) |
Total | 915,469 | 973,785 |
Customer Relationships and Distribution Channel [Member] | ||
Cost | 603,939 | 614,062 |
Licenses, Permits and Applications [Member] | ||
Cost | 368,057 | 366,793 |
Noncompete Agreements [Member] | ||
Cost | 12,403 | 12,394 |
Intellectual Property, Trademarks, Know How and Brands [Member] | ||
Cost | $ 608,672 | $ 583,468 |
Note 8 - Intangible Assets- Sch
Note 8 - Intangible Assets- Schedule of Estimated Amortization Expense (Details) $ in Thousands | May 31, 2024 USD ($) |
2025 | $ 75,988 |
2026 | 75,988 |
2027 | 75,988 |
2028 | 75,988 |
2029 | 75,988 |
Thereafter | 352,678 |
Total | $ 732,618 |
Note 9 - Business Acquisition_2
Note 9 - Business Acquisitions (Details Textual) $ / shares in Units, $ in Thousands, $ in Millions | 12 Months Ended | ||||||
Sep. 29, 2023 USD ($) | Aug. 03, 2023 USD ($) | Aug. 03, 2023 CAD ($) | Jun. 22, 2023 USD ($) $ / shares shares | Nov. 07, 2022 USD ($) shares | May 31, 2024 USD ($) | May 31, 2023 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 | 10,245 | ||||||
Business Acquisition, Pro Forma Revenue | $ 0 | $ 12,100 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 0 | 1,100 | |||||
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 | 78,000 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 1,800 | 199,000 | |||||
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, 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 | $ 12,253 | ||||||
Truss Beverage Company [Member] | |||||||
Payments to Acquire Businesses, Gross | $ 74 | $ 0.1 | |||||
Business Acquisition, Pro Forma Revenue | 3,000 | 16,100 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 700 | 48,800 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 57.50% | 57.50% | |||||
Truss Beverage Company [Member] | Contingent Consideration [Member] | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 4,181 | ||||||
Business Combination, Contingent Consideration, Liability, Settlement Payment | 760 | ||||||
Business Combination, Contingent Consideration, Gain/(Loss) from Change in Fair Value | 3,683 | ||||||
Foreign Exchange Impact | 262 | ||||||
Craft Beverage Business Acquisition [Member] | |||||||
Payments to Acquire Businesses, Gross | $ 83,658 | ||||||
Business Acquisition, Pro Forma Revenue | 55,000 | 155,000 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 5,000 | $ 2,400 | |||||
Number of Brands Acquired | 8 | ||||||
Working Capital Adjustment | $ 1,342 | ||||||
Craft Beverage Business Acquisition [Member] | Delayed Draw Term Loan Agreement [Member] | |||||||
Long-Term Debt | $ 20,000 |
Note 9 - Business Acquisition_3
Note 9 - Business Acquisitions - Assets Acquired and Liabilities Assumed (Details) $ in Thousands, $ in Millions | Sep. 29, 2023 USD ($) | Aug. 03, 2023 USD ($) | Aug. 03, 2023 CAD ($) | Jun. 22, 2023 USD ($) | Nov. 07, 2022 USD ($) | May 31, 2024 USD ($) | May 31, 2023 USD ($) |
Goodwill | $ 2,008,884 | $ 2,008,843 | |||||
Finance lease, right-of-use assets | $ 45,496 | ||||||
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 | ||||||
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 | 2,709 | ||||||
Inventory | 24,122 | ||||||
Capital assets | 70,634 | ||||||
Finite-lived intangible assets | 4,505 | ||||||
Accounts payable and accrued liabilities | 44,517 | ||||||
Total liabilities | 44,517 | ||||||
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 | 1,656 | ||||||
Asset held for sale | 755 | ||||||
Prepaid expenses | 8,384 | ||||||
Interest in equity investee | 3,145 | ||||||
Total assets | $ 138,399 | ||||||
Truss Beverage Company [Member] | |||||||
Cash | $ 74 | $ 0.1 | |||||
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 | ||||||
Investment in equity investees | 3,145 | ||||||
Other liabilities | 876 | ||||||
Truss Beverage Company [Member] | Contingent Consideration [Member] | |||||||
Contingent consideration | $ 4,181 | ||||||
Craft Beverage Business Acquisition [Member] | |||||||
Cash | 83,658 | ||||||
Cash and cash equivalents | 77 | ||||||
Prepaids and other current assets | 573 | ||||||
Inventory | 21,493 | ||||||
Capital assets | 76,114 | ||||||
Accounts payable and accrued liabilities | 14,706 | ||||||
Total liabilities | 67,880 | ||||||
Total net assets acquired | 83,658 | ||||||
Total assets | 151,538 | ||||||
Operating lease, right-of-use assets | 7,677 | ||||||
Other assets | 108 | ||||||
Current portion of finance lease liabilities | 1,031 | ||||||
Current portion of operating lease liabilities | 1,408 | ||||||
Finance lease liabilities | 44,465 | ||||||
Operating lease liabilities | $ 6,270 |
Note 10 - Goodwill (Details Tex
Note 10 - Goodwill (Details Textual) $ in Thousands | 12 Months Ended | ||
May 31, 2024 USD ($) | May 31, 2023 USD ($) | May 31, 2022 USD ($) | |
Goodwill, Impairment Loss | $ 0 | ||
Cannabis Segment [Member] | |||
Goodwill, Impairment Loss | $ 603,500 | $ 182,736 | |
Goodwill, Impairment Loss, Increase From 1% of Increase in Discount Rate | 300,000 | ||
Goodwill, Impairment Loss, Increase From 1% of Decrease in Terminal Growth Rate | 250,000 | ||
Goodwill, Impairment Loss, Increase From 5% of Decrease in Average Growth Rate | $ 200,000 | ||
Cannabis Segment [Member] | Measurement Input, Discount Rate [Member] | |||
Goodwill, Measurement Input | 0.135 | 0.1121 | |
Cannabis Segment [Member] | Measurement Input, Terminal Growth Rate [Member] | |||
Goodwill, Measurement Input | 0.05 | ||
Cannabis Segment [Member] | Measurement Input, Average Revenue Growth Rate [Member] | |||
Goodwill, Measurement Input | 0.40 | 0.46 | |
Cannabis Segment [Member] | Measurement Input, Expected Term [Member] | |||
Goodwill, Measurement Input | 5 | ||
Wellness Business [Member] | |||
Goodwill, Impairment Loss | $ 15,000 | ||
Goodwill, Impairment Loss, Increase From 1% of Increase in Discount Rate | $ 14,000 | ||
Goodwill, Impairment Loss, Increase From 1% of Decrease in Terminal Growth Rate | 10,000 | ||
Goodwill, Impairment Loss, Increase From 5% of Decrease in Average Growth Rate | $ 5,000 | ||
Wellness Business [Member] | Measurement Input, Discount Rate [Member] | |||
Goodwill, Measurement Input | 0.118 | 0.10 | |
Wellness Business [Member] | Measurement Input, Terminal Growth Rate [Member] | |||
Goodwill, Measurement Input | 0.03 | ||
Wellness Business [Member] | Measurement Input, Average Revenue Growth Rate [Member] | |||
Goodwill, Measurement Input | 0.10 | ||
Wellness Business [Member] | Measurement Input, Expected Term [Member] | |||
Goodwill, Measurement Input | 5 |
Note 10 - Goodwill - Carrying A
Note 10 - Goodwill - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Effect of foreign exchange | $ 7,916 | $ 7,875 |
Impairments | (842,431) | (842,431) |
Goodwill | 2,008,884 | 2,008,843 |
Cannabis Segment [Member] | ||
Goodwill, gross | 2,640,669 | 2,640,669 |
Tilray Pharma [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 11 - Convertible Notes R_3
Note 11 - Convertible Notes Receivable (Details Textual) $ in Thousands | 12 Months Ended | |||
Aug. 31, 2021 USD ($) shares | May 31, 2024 USD ($) | May 31, 2023 USD ($) | May 31, 2022 USD ($) | |
Other-than-temporary Fair Value Loss, Convertible Notes Receivable | $ 42,681 | $ 246,330 | $ 0 | |
MM Notes [Member] | ||||
Financing Receivable, before Allowance for Credit Loss, Total | $ 165,799 | |||
Notes Receivable, Interest Rate, Basis Spread on Variable Rate | 6% | |||
Notes Receivable, SOFR Floor | 2.50% | |||
Other-than-temporary Fair Value Loss, Convertible Notes Receivable | 42,681 | |||
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 | 0.035 | |||
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 | |||
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 11 - Convertible Notes R_4
Note 11 - Convertible Notes Receivable - Schedule of Convertible Notes Receivable (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Total convertible notes receivable | $ 32,000 | $ 103,401 |
Deduct - current portion | 0 | 0 |
Total convertible notes receivable, non current portion | 32,000 | 103,401 |
HEXO Convertible Notes Receivable [Member] | ||
Total convertible notes receivable | 0 | 28,720 |
MedMen Convertible Note [Member] | ||
Total convertible notes receivable | $ 32,000 | $ 74,681 |
Note 12 - Long Term Investmen_3
Note 12 - Long Term Investments (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Proceeds from Sale of Equity Method Investments | $ 0 | $ 0 | $ 0 |
Unrealized Gain (Loss) on Investments | $ 217 | $ 2,366 | $ 6,731 |
Note 12 - Long-term Investments
Note 12 - Long-term Investments - Schedule of Long-term Investments (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Equity investments measured at fair value | $ 2,359 | $ 2,144 |
Equity investments under measurement alternative | 5,500 | 5,651 |
Total | $ 7,859 | $ 7,795 |
Note 13 - Income Taxes and De_3
Note 13 - Income Taxes and Deferred Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 22, 2017 | May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35% | 21% | ||
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | 0 | $ 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | 0 | ||
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] | ||||
SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease) | 164,471 | $ 271,297 | ||
Domestic Tax Jurisdiction [Member] | ||||
Operating Loss Carryforwards | $ 497,033 | |||
Net Operating Loss Carryforwards Offset, Percentage Of Taxable Income | 80% | |||
Domestic Tax Jurisdiction [Member] | Internal Revenue Service (IRS) [Member] | ||||
Open Tax Year | 2020 2021 2022 2023 | |||
Foreign Tax Jurisdiction [Member] | Canada Revenue Agency [Member] | ||||
Operating Loss Carryforwards | $ 662,839 | |||
Open Tax Year | 2018 2019 2020 2021 2022 2023 | |||
Foreign Tax Jurisdiction [Member] | Portuguese Tax Authority [Member] | ||||
Open Tax Year | 2019 2020 2021 2022 2023 | |||
Foreign Tax Jurisdiction [Member] | Federal Ministry of Finance, Germany [Member] | ||||
Open Tax Year | 2018 2019 2020 2021 2022 2023 | |||
Foreign Tax Jurisdiction [Member] | Australian Taxation Office [Member] | ||||
Open Tax Year | 2019 2020 2021 2022 2023 |
Note 13 - Income Taxes and De_4
Note 13 - Income Taxes and Deferred Income Taxes - Schedule of Domestic and Foreign Income before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
United States | $ (126,735) | $ (506,984) | $ (233,697) |
Loss before income taxes | (249,020) | (1,450,181) | (440,674) |
CANADA | |||
Foreign | (106,822) | (912,717) | (81,772) |
Others Countries [Member] | |||
Foreign | $ (15,463) | $ (30,480) | $ (125,205) |
Note 13 - Income Taxes and De_5
Note 13 - Income Taxes and Deferred Income Taxes - The Components of Income Tax Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
United States | $ 497 | $ 226 | $ 262 |
Current Income Tax Expense (Benefit) | 12,256 | 26,454 | 24,009 |
United States | (723) | (4,055) | 520 |
Deferred Income Tax Expense (Benefit) | (38,872) | (33,635) | (30,551) |
Income tax benefits, net | (26,616) | (7,181) | (6,542) |
CANADA | |||
Foreign, current | 10,819 | 26,290 | 23,268 |
Foreign, deferred | (33,422) | (24,364) | (17,154) |
Others Countries [Member] | |||
Foreign, current | 940 | (62) | 479 |
Foreign, deferred | $ (4,727) | $ (5,216) | $ (13,917) |
Note 13 - Income Taxes and De_6
Note 13 - Income Taxes and Deferred Income Taxes - Reconciliation of Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Loss before net income taxes: | $ (249,020) | $ (1,450,181) | $ (440,674) |
Income tax benefits at statutory rate | (51,325) | (304,538) | (92,542) |
Tax impact of foreign operations | (5,661) | (25,857) | 81,316 |
Foreign exchange and other | 1,959 | 13,434 | 14,941 |
Non-deductible expenses | 6,147 | 3,982 | 6,404 |
Non-deductible (taxable) losses | (682) | 23,150 | 748 |
Changes in enacted rates | 2,394 | (816) | 0 |
Change in fair value of warrant liability | 302 | (2,612) | (13,359) |
Stock based and other compensation | 0 | 0 | 994 |
Change in valuation allowance | 20,250 | 285,698 | 17,255 |
Impact on convertible debenture and other differences | 0 | 378 | (22,299) |
Income tax benefits, net | $ (26,616) | $ (7,181) | $ (6,542) |
Note 13 - Income Taxes and De_7
Note 13 - Income Taxes and Deferred Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Operating loss carryforwards - United States | $ 104,377 | $ 85,259 |
Capital loss carryforwards | 34,355 | 34,355 |
Intangible assets | 229,953 | 244,227 |
Property and equipment | 34,578 | 46,400 |
Currently nondeductible interest | 0 | 2,812 |
Investments and convertible notes receivable | 45,685 | 66,718 |
Investment tax credits and related pool balance | 23,132 | 22,054 |
Other | 46,151 | 50,074 |
Total Deferred tax assets | 903,469 | 715,797 |
Less valuation allowance | (789,839) | (625,368) |
Net deferred tax assets | 113,630 | 90,429 |
Property and equipment | (18,814) | (18,129) |
Intangible assets | (218,020) | (225,460) |
Convertible Senior Notes Due 2023 | (2,229) | (14,204) |
Other Deferred Items | (5,437) | 0 |
Total deferred tax liabilities | (244,500) | (257,793) |
Net deferred tax liability | (130,870) | (167,364) |
CANADA | ||
Operating loss carryforwards - foreign | 366,720 | 145,111 |
Others Countries [Member] | ||
Operating loss carryforwards - foreign | $ 18,518 | $ 18,787 |
Note 14 - Bank Indebtedness (De
Note 14 - Bank Indebtedness (Details Textual) € in Thousands, $ in Thousands, $ in Thousands | 12 Months Ended | ||
May 31, 2024 USD ($) | May 31, 2024 CAD ($) | May 31, 2024 EUR (€) | |
Four Twenty Corporation [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000 | ||
Long-Term Line of Credit, Total | $ 10,000 | ||
Line of Credit [Member] | Prime Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 75% | ||
Line of Credit [Member] | Aphria Inc [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000 | ||
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 | $ 8,033 | € 7,438 | |
Number of Debt Instruments | 2 | 2 | 2 |
Line of Credit [Member] | CC Pharma GmbH [Member] | Euro Short-Term Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||
Line of Credit [Member] | CC Pharma GmbH [Member] | Euro Interbank Offered Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 4% | ||
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 15 - Accounts Payable an_3
Note 15 - Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Trade payables | $ 105,392 | $ 70,819 |
Accrued liabilities | 92,424 | 48,394 |
Litigation accrual | 24,378 | 25,000 |
Accrued payroll and employment related taxes | 6,154 | 18,772 |
Income taxes payable | 4,092 | 14,934 |
Accrued interest | 4,217 | 8,102 |
Sales taxes payable | 5,300 | 4,661 |
Total | $ 241,957 | $ 190,682 |
Note 16 - Long-term Debt (Detai
Note 16 - Long-term Debt (Details Textual) $ in Thousands, $ in Thousands, € in Millions | 12 Months Ended | |||||||
Aug. 31, 2023 | May 31, 2024 USD ($) | May 31, 2023 USD ($) | May 31, 2024 EUR (€) | Nov. 28, 2022 CAD ($) | Jul. 27, 2018 CAD ($) | May 09, 2017 CAD ($) | Jul. 22, 2016 CAD ($) | |
Long-Term Debt, Gross | $ 129,913 | $ 395,422 | ||||||
Credit Facility Due in November 2025 [Member] | ||||||||
Long-Term Debt, Gross | $ 39,420 | $ 45,260 | ||||||
Debt Instrument, Maturity Date | Nov. 30, 2025 | Nov. 30, 2025 | ||||||
Credit Facility Due in November 2025 [Member] | Secured Debt [Member] | ||||||||
Long-Term Debt, Gross | $ 66,000 | |||||||
Term Loan Due in July 2033 [Member] | ||||||||
Long-Term Debt, Gross | $ 10,212 | $ 10,959 | ||||||
Debt Instrument, Maturity Date | Jul. 31, 2033 | Jul. 31, 2033 | ||||||
Term Loan Due in July 2033 [Member] | Secured Debt [Member] | ||||||||
Long-Term Debt, Gross | $ 25,000 | |||||||
Term Loan Due in April 2032 [Member] | Secured Debt [Member] | ||||||||
Long-Term Debt, Gross | $ 25,000 | |||||||
Term Loan Due In August Two Thousand Twenty Six [Member] | Secured Debt [Member] | ||||||||
Long-Term Debt, Gross | $ 1,250 | |||||||
Mortgage Payable Due In August Two Thousand Twenty Six [Member] | Secured Debt [Member] | ||||||||
Long-Term Debt, Gross | $ 3,750 | |||||||
May 2020 Term Loan [Member] | Secured Debt [Member] | C C Pharma [Member] | ||||||||
Long-Term Debt, Gross | € | € 1.5 | |||||||
June 2023 Term Loan [Member] | Secured Debt [Member] | C C Pharma [Member] | ||||||||
Long-Term Debt, Gross | € | € 3.5 | |||||||
Term Loan Due In March Two Thousand Twenty Four [Member] | Secured Debt [Member] | Four Twenty Corporation [Member] | ||||||||
Repayments of Long-Term Debt | $ 100,000 | |||||||
Term Loan Due In June Two Thousand Twenty Eight [Member] | Secured Debt [Member] | ||||||||
Long-Term Debt, Gross | 70,000 | |||||||
Debt Instrument, Maturity Date | Jun. 30, 2028 | |||||||
Term Loan Due In June Two Thousand Twenty Eight [Member] | Secured Debt [Member] | Delayed Draw Term Loan [Member] | ||||||||
Long-Term Debt, Gross | $ 20,000 | |||||||
Aphria Diamond [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 51% | 51% | 51% |
Note 16 - Long-term Debt - Net
Note 16 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Carrying amount of long-term debt | $ 129,913 | $ 395,422 |
Credit Facility Due in November 2025 [Member] | ||
Carrying amount of long-term debt | 39,420 | 45,260 |
Term Loan Due in July 2033 [Member] | ||
Carrying amount of long-term debt | 10,212 | 10,959 |
Term Loan Due in July 2033 Two [Member] | ||
Carrying amount of long-term debt | 12,422 | 13,092 |
Term Loan Due in August 2026 [Member] | ||
Carrying amount of long-term debt | 263 | 346 |
Mortgage Payable Due in August 2026 [Member] | ||
Carrying amount of long-term debt | 2,089 | 2,104 |
Term Loan Due in December 2023, One [Member] | ||
Carrying amount of long-term debt | 0 | 803 |
Term Loan Due in December 2023, Two [Member] | ||
Carrying amount of long-term debt | 0 | 755 |
Term Loan Due in April 2025 [Member] | ||
Carrying amount of long-term debt | 417 | 819 |
Term Loan Due in August 2028 [Member] | ||
Carrying amount of long-term debt | 3,151 | 1,706 |
Mortgage Payable Due in October 2030 [Member] | ||
Carrying amount of long-term debt | 20,066 | 20,863 |
Term Loan Due in June 2028 [Member] | ||
Carrying amount of long-term debt | 86,626 | 65,000 |
Long-term Debt, Excluding Convertible Debentures [Member] | ||
Carrying amount of long-term debt | 174,666 | 161,707 |
Unamortized financing fees | (808) | (738) |
Net carrying amount | 173,858 | 160,969 |
Less principal portion included in current liabilities | (15,506) | (24,080) |
Total noncurrent portion of long-term debt | $ 158,352 | $ 136,889 |
Note 16 - Long-term Debt - Ne_2
Note 16 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) (Parentheticals) € in Thousands, $ in Thousands, $ in Thousands | 12 Months Ended | |||||||||
May 31, 2024 USD ($) | May 31, 2024 CAD ($) | May 31, 2024 EUR (€) | May 31, 2023 USD ($) | May 31, 2023 CAD ($) | May 31, 2023 EUR (€) | May 31, 2024 CAD ($) | May 31, 2024 EUR (€) | May 31, 2023 CAD ($) | 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 July 2033 Two [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 | ||||
Variable rate | 1% | 1% | 1% | 1% | 1% | 1% | ||||
Periodic payment | $ 196 | $ 196 | ||||||||
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 | ||||||||
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 | ||||||||
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 | € | € 66 | € 66 | ||||||||
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 | ||||
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 | $ 90,000 | $ 90,000 | ||||||||
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 17 - Convertible Debentu_3
Note 17 - Convertible Debentures Payable (Details Textual) | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 02, 2023 USD ($) | Sep. 12, 2023 USD ($) shares | May 30, 2023 USD ($) $ / shares shares | Apr. 30, 2019 | May 31, 2024 USD ($) shares | May 31, 2023 USD ($) | May 31, 2022 USD ($) | Feb. 29, 2024 | Jul. 12, 2022 USD ($) | Apr. 01, 2019 USD ($) $ / shares | |
Accretion Expense | $ 14,459,000 | $ 3,848,000 | $ 5,042,000 | |||||||
Repayments of Convertible Debt | 107,330,000 | 187,394,000 | 88,026,000 | |||||||
Other Nonoperating Gains (Losses) | (12,367,000) | (7,971,000) | 5,208,000 | |||||||
Conversion of APHA 24 Notes to Shares [Member] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 136,410,000 | |||||||||
Settlement of Convertible Debt Through Share Issuance, Shares (in shares) | shares | 73,484,147 | |||||||||
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% | |||||||
Interest Expense, Debt | $ 500,000 | $ 1,778,000 | 0 | |||||||
Accretion Expense | 2,166,000 | 6,889,000 | 0 | |||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 9,055,000 | |||||||||
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% | 5.20% | |||||||
Interest Expense, Debt | $ 8,970,000 | |||||||||
Accretion Expense | 11,516,000 | |||||||||
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% | |||||||
Interest Expense, Debt | $ 5,803,000 | $ 13,610,000 | 13,600,000 | |||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 11.2 | |||||||||
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, Redemption Price, Including Interest, Percentage | 100% | |||||||||
Debt Instrument, Increase (Decrease), Net | 16,172,000 | |||||||||
Debt Instrument, Fair Value Adjustment | 19,735,000 | |||||||||
Foreign Exchange Impact | 3,563,000 | |||||||||
Debt Instrument, Outstanding Principal Amount | 330,000 | 136,740,000 | ||||||||
Debt Instrument, Repurchase Amount | $ 349,670,000 | 213,260,000 | ||||||||
Stock Issued During Period, Shares, For The Repayment of Convertible Debt (in shares) | shares | 73,484,147 | |||||||||
TLRY 23 [Member] | ||||||||||
Debt Instrument, Face Amount | $ 0 | $ 277,856,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | 5% | 5% | |||||||
Interest Expense, Debt | $ 2,122,000 | $ 9,303,000 | 14,684,000 | |||||||
Accretion Expense | 786,000 | 2,817,000 | $ 4,176,000 | |||||||
Debt Instrument, Repurchase Amount | $ 20,000,000 | $ 0 | $ 150,526,000 | |||||||
Stock Issued During Period, Shares, For The Repayment of Convertible Debt (in shares) | shares | 7,000,000 | 7,000,000 | ||||||||
Repayments of Convertible Debt | $ 107,331,000 | $ 610,000 | ||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 1,672,000 | |||||||||
Other Nonoperating Gains (Losses) | $ (1,062,000) |
Note 17 - Convertible Debentu_4
Note 17 - Convertible Debentures Payable - Net Carrying Amount of Convertible Debentures (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
May 31, 2024 | May 31, 2023 | Sep. 12, 2023 | May 30, 2023 | Jul. 12, 2022 | Apr. 01, 2019 | |
Carrying amount of long-term debt | $ 129,913 | $ 395,422 | ||||
Deduct - current portion | 330 | 174,378 | ||||
Total convertible debentures payable, non current portion | 129,583 | 221,044 | ||||
TLRY 27 [Member] | ||||||
Carrying amount of long-term debt | 129,583 | 100,476 | ||||
Face amount | 172,500 | 150,000 | $ 172,500 | |||
Unamortized discount | (42,917) | (49,524) | ||||
Convertible debentures | 129,583 | 100,476 | ||||
Contractual debenture | 172,500 | 150,000 | $ 172,500 | |||
HT Investments MA LLC Note [Member] | ||||||
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 | ||||
Contractual debenture | 0 | 50,000 | $ 50,000 | |||
APHA 24 [Member] | ||||||
Carrying amount of long-term debt | 330 | 120,568 | ||||
Face amount | 350,000 | 350,000 | $ 350,000 | |||
Convertible debentures | 330 | 120,568 | ||||
Contractual debenture | 350,000 | 350,000 | $ 350,000 | |||
Debt settlement | (349,670) | (213,260) | ||||
Fair value adjustment | 0 | (16,172) | ||||
TLRY 23 [Member] | ||||||
Carrying amount of long-term debt | 0 | 126,544 | ||||
Face amount | 0 | 277,856 | ||||
Unamortized discount | 0 | (786) | ||||
Convertible debentures | 0 | 126,544 | ||||
Contractual debenture | 0 | 277,856 | ||||
Debt settlement | $ 0 | $ (150,526) | $ (20,000) |
Note 17 - Convertible Debentu_5
Note 17 - Convertible Debentures Payable - Net Carrying Amount of Convertible Debentures (Details) (Parentheticals) | May 31, 2024 | Feb. 29, 2024 | May 31, 2023 | May 30, 2023 | Jul. 12, 2022 | Apr. 01, 2019 |
TLRY 27 [Member] | ||||||
Rate | 5.20% | 5.20% | 5.20% | |||
HT Investments MA LLC Note [Member] | ||||||
Rate | 4% | 4% | 4% | |||
APHA 24 [Member] | ||||||
Rate | 5.25% | 5.25% | 5.25% | |||
TLRY 23 [Member] | ||||||
Rate | 5% | 5% | 5% |
Note 18 - Warrant Liability (De
Note 18 - Warrant Liability (Details Textual) - $ / shares | May 31, 2024 | May 31, 2023 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 5.95 | $ 5.95 |
Percentage of Daily Cash Penalty | 1% | |
Class of Warrant or Right, Outstanding (in shares) | 6,209,000 | 6,209,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Estimated Fair Value of Warrant Liability Per Warrant (in dollars per share) | $ 0.524 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrants and Rights Outstanding, Measurement Input | 4.04 | |
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 | 1.3 | |
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 | 1.8 | |
Maximum [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.61 | |
Warrants to Purchase Common Stock [Member] | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | 1 |
Note 19 - Stockholders' Equit_2
Note 19 - Stockholders' Equity (Details Textual) | 12 Months Ended | ||||||||
Oct. 02, 2023 USD ($) | Sep. 12, 2023 USD ($) shares | Jun. 22, 2023 | Jul. 12, 2022 USD ($) | May 31, 2024 USD ($) shares | May 31, 2023 USD ($) shares | May 31, 2022 USD ($) | May 31, 2021 USD ($) | Apr. 30, 2021 shares | |
Common Stock, Shares Authorized (in shares) | 1,198,000,000 | 980,000,000 | |||||||
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | |||||||
Common Stock, Shares, Issued (in shares) | 831,925,373 | 656,655,455 | |||||||
Preferred Stock, Shares Issued (in shares) | 0 | 0 | |||||||
Stock Issued During Period, Value, Settlement of Financing Liability | $ | $ 21,487,000 | $ 12,467,000 | $ (7,484,000) | ||||||
Repayments of Convertible Debt | $ | $ 107,330,000 | 187,394,000 | 88,026,000 | ||||||
Stock Issued During Period, Value, Equity Financing | $ | 129,593,000 | 262,509,000 | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares) | 4,351,237 | ||||||||
Share-Based Payment Arrangement, Expense | $ | $ 31,769,000 | $ 39,595,000 | $ 35,994,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 0 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 244,193 | 371,182 | |||||||
Common Stock, Shares, Outstanding (in shares) | 831,925,373 | 656,655,455 | |||||||
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 | |||||||
HEXO [Member] | |||||||||
Business Combination, Common Share Exchange Ratio | 0.4352 | ||||||||
Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | |||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 500,000 | ||||||||
Stock Granted, Fair Value Share Based Compensation | $ | $ 1,000,000 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 9,806,851 | ||||||||
Common Stock Capital Shares Reserved For Future Issuance, Annual Automatic Increase Percentage | 4% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | |||||||
Predecessor Plan [Member] | Aphria [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | 434,212 | ||||||||
Predecessor Plan [Member] | HEXO [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | 1,144,218 | ||||||||
Business Combination, Common Share Exchange Ratio | 0.4352 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Converted Upon Acquisition, Number (in shares) | 1,267,793 | ||||||||
Share-Based Payment Arrangement, Plan Modification, Incremental Cost | $ | $ 0 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number (in shares) | 1,120,768 | ||||||||
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) | 13,680,556 | 6,004,995 | |||||||
Performance-based Restricted Stock Units [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 7,566,146 | 2,634,744 | |||||||
Restricted Stock Units (RSUs) [Member] | Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | Minimum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | ||||||||
Restricted Stock Units (RSUs) [Member] | Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | Maximum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 4 years | ||||||||
Stock Appreciation Rights (SARs) [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 0 | ||||||||
Stock Appreciation Rights (SARs) [Member] | Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 0 | ||||||||
Stock Appreciation Rights (SARs) [Member] | Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | Maximum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | ||||||||
At-the-Market Program [Member] | |||||||||
Stock Issued During Period, Shares, Equity Financing (in shares) | 5,327,843 | ||||||||
Stock Issued During Period, Value, Equity Financing | $ | $ 9,944,000 | ||||||||
Payments of Stock Issuance Costs | $ | 1,325,000 | ||||||||
Net Proceeds from Issuance of Common Stock | $ | $ 8,619,000 | ||||||||
HT Investments MA LLC Note [Member] | |||||||||
Stock Issued During Period, Shares, For Derivative Settlement (Downside Protection) (in shares) | 17,148,541 | ||||||||
HT Investments MA LLC Note [Member] | Derivative Settlement [Member] | |||||||||
Stock Issued During Period, Shares, For Derivative Settlement (Downside Protection) (in shares) | 1,032,616 | ||||||||
HTI Convertible Note Payable [Member] | |||||||||
Repayments of Convertible Debt | $ | $ 50,000,000 | ||||||||
Tilray Brands Inc MediPharm / HEXO Litigation Settlement [Member] | |||||||||
Stock Issued During Period, Shares, Legal Settlement (in shares) | 1,573,152 | ||||||||
TLRY 23 [Member] | |||||||||
Repayments of Convertible Debt | $ | $ 107,331,000 | $ 610,000 | |||||||
Stock Issued During Period, Shares, For The Repayment of Convertible Debt (in shares) | 7,000,000 | 7,000,000 | |||||||
Convertible Debt Instrument, Repurchase Amount | $ | $ 20,000,000 | ||||||||
APHA 24 [Member] | |||||||||
Stock Issued During Period, Shares, For The Repayment of Convertible Debt (in shares) | 73,484,147 | ||||||||
Convertible Debt Instrument, Repurchase Amount | $ | $ 349,670,000 | ||||||||
Aphria Diamond [Member] | |||||||||
Stock Issued During Period, Shares, Settlement of Dividend Payable (in shares) | 24,780,994 | ||||||||
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 | $ | $ 1,500,000 |
Note 19 - Stockholders' Equit_3
Note 19 - Stockholders' Equity - Summary of Stock Option Activity (Details) - Time Based Option [Member] - USD ($) | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
E I P Original Plan [Member] | ||
Balance, options (in shares) | 2,809,198 | |
Balance, weighted average exercise price (in dollars per share) | $ 14.88 | |
Balance, contractual term (Year) | 4 years | 5 years |
Balance, aggregate intrinsic value | $ 0 | $ 0 |
Granted, options (in shares) | 0 | |
Granted, weighted average exercise price (in dollars per share) | $ 0 | |
Exercised, options (in shares) | 0 | |
Exercised, weighted average exercise price (in dollars per share) | $ 0 | |
Forfeited, options (in shares) | 0 | |
Forfeited, weighted average exercise price (in dollars per share) | $ 0 | |
Cancelled, options (in shares) | (11,411) | |
Expired, weighted average exercise price (in dollars per share) | $ 101.8 | |
Balance, options (in shares) | 2,797,787 | 2,809,198 |
Balance, weighted average exercise price (in dollars per share) | $ 14.53 | $ 14.88 |
Original Plan [Member] | ||
Balance, options (in shares) | 63,969 | |
Balance, weighted average exercise price (in dollars per share) | $ 3.52 | |
Balance, contractual term (Year) | 3 years | 3 years 9 months 18 days |
Balance, aggregate intrinsic value | $ 1,430 | $ 7,680 |
Exercised, options (in shares) | (4,291) | |
Exercised, weighted average exercise price (in dollars per share) | $ 0.19 | |
Forfeited, options (in shares) | 0 | |
Forfeited, weighted average exercise price (in dollars per share) | $ 0 | |
Expired, weighted average exercise price (in dollars per share) | $ 5.16 | |
Balance, options (in shares) | 49,166 | 63,969 |
Balance, weighted average exercise price (in dollars per share) | $ 3.46 | $ 3.52 |
Expired, options (in shares) | (10,512) |
Note 19 - Stockholders' Equit_4
Note 19 - Stockholders' Equity - Summary of RSU Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Balance, RSUs (in shares) | 371,182 | |
Balance, weigthed average grant-date fair value , weighted average grant-date fair value (in dollars per share) | $ 11.37 | |
Granted, RSUs (in shares) | 0 | |
Granted , weighted average grant-date fair value (in dollars per share) | $ 0 | |
Vested, RSUs (in shares) | (123,113) | |
Vested , weighted average grant-date fair value (in dollars per share) | $ (6.47) | |
Forfeited, RSUs (in shares) | (3,876) | |
Forfeited , weighted average grant-date fair value (in dollars per share) | $ (6.9) | |
Balance, RSUs (in shares) | 244,193 | 371,182 |
Balance, weighted average grant-date fair value (in dollars per share) | $ 13.91 | $ 11.37 |
Granted, weighted average grant date fair value (in dollars per share) | 0 | |
Vested, weighted average grant date fair value (in dollars per share) | 6.47 | |
Forfeited, weighted average grant date fair value (in dollars per share) | $ 6.9 | |
E I P Original Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||
Balance, RSUs (in shares) | 12,138,692 | |
Balance, weigthed average grant-date fair value , weighted average grant-date fair value (in dollars per share) | $ 6.04 | |
Balance, weighted average remaining contractual term (Year) | 2 years 10 months 6 days | 1 year 8 months 12 days |
Balance, aggregate intrinsic value outstanding | $ 47,043 | $ 24,857 |
Granted, RSUs (in shares) | 21,246,702 | |
Granted , weighted average grant-date fair value (in dollars per share) | $ 1.93 | |
Vested, RSUs (in shares) | (6,199,254) | |
Vested , weighted average grant-date fair value (in dollars per share) | $ (4.76) | |
Forfeited, RSUs (in shares) | (1,051,288) | |
Forfeited , weighted average grant-date fair value (in dollars per share) | $ (2.21) | |
Cancelled, RSUs (in shares) | 0 | |
Balance, RSUs (in shares) | 26,134,852 | 12,138,692 |
Balance, weighted average grant-date fair value (in dollars per share) | $ 3.16 | $ 6.04 |
Granted, weighted average grant date fair value (in dollars per share) | 1.93 | |
Vested, weighted average grant date fair value (in dollars per share) | 4.76 | |
Forfeited, weighted average grant date fair value (in dollars per share) | $ 2.21 |
Note 19 - Stockholders' Equit_5
Note 19 - Stockholders' Equity - Schedule of Stock Option Activity (Details) - Predecessor Plan [Member] - Time Based Option [Member] - USD ($) | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Balance, options (in shares) | 1,706,627 | |
Balance, weighted average exercise price (in dollars per share) | $ 11.16 | |
Balance, weighted average grant date fair value (in dollars per share) | $ 60.75 | |
Balance, contractual term (Year) | 7 months 24 days | 1 year |
Balance, aggregate intrinsic value | $ 0 | $ 0 |
Share issuance - options exercised (in shares) | 0 | |
Exercised, weighted average exercise price (in dollars per share) | $ 0 | |
Granted, options (in shares) | 0 | |
Granted, weighted average exercise price (in dollars per share) | $ 0 | |
Forfeited, options (in shares) | 0 | |
Forfeited, weighted average exercise price (in dollars per share) | $ 0 | |
Forfeited, weighted average grant date fair value (in dollars per share) | $ 0 | |
Expired, options (in shares) | (1,272,415) | |
Expired, weighted average exercise price (in dollars per share) | $ 12.39 | |
Expired, weighted average grant date fair value (in dollars per share) | $ 0 | |
Balance, options (in shares) | 434,212 | 1,706,627 |
Balance, weighted average exercise price (in dollars per share) | $ 7.56 | $ 11.16 |
Balance, weighted average grant date fair value (in dollars per share) | $ 0 | $ 60.75 |
Vested and exercisable, options (in shares) | 434,212 | |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ 7.56 | |
Vested and exercisable, weighted average grant date fair value option (in dollars per share) | $ 0 | |
Vested and exercisable, contractual term (Year) | 7 months 24 days | |
Vested and exercisable, aggregate intrinsic value | $ 0 | |
Balance, aggregate intrinsic value | $ 0 | $ 0 |
HEXO Acquisition [Member] | ||
Balance, options (in shares) | 0 | |
Balance, weighted average exercise price (in dollars per share) | $ 0 | |
Balance, weighted average grant date fair value (in dollars per share) | $ 0 | |
Balance, contractual term (Year) | 1 year 2 months 8 days | |
Balance, aggregate intrinsic value | $ 0 | |
Forfeited, options (in shares) | (63,760) | |
Forfeited, weighted average exercise price (in dollars per share) | $ 26.27 | |
Forfeited, weighted average grant date fair value (in dollars per share) | $ 0 | |
Expired, options (in shares) | (59,815) | |
Expired, weighted average exercise price (in dollars per share) | $ 339.63 | |
Expired, weighted average grant date fair value (in dollars per share) | $ 0 | |
Balance, options (in shares) | 1,144,218 | 0 |
Balance, weighted average exercise price (in dollars per share) | $ 53.4 | $ 0 |
Balance, weighted average grant date fair value (in dollars per share) | $ 0 | $ 0 |
Vested and exercisable, options (in shares) | 1,120,768 | |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ 54.15 | |
Vested and exercisable, weighted average grant date fair value option (in dollars per share) | $ 0 | |
Vested and exercisable, contractual term (Year) | 1 year 14 days | |
Vested and exercisable, aggregate intrinsic value | $ 0 | |
Converted upon acquisition, options (in shares) | 1,267,793 | |
Converted upon acquisition, weighted average exercise price (in dollars per share) | $ 62.87 | |
Converted upon acquisition, weighted average grant date fair value | $ 0 | |
Converted upon acquisition, contractual term (Year) | 8 years 10 months 28 days | |
Balance, aggregate intrinsic value | $ 0 |
Note 20 - Accumulated Other C_3
Note 20 - Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Balance | $ 3,329,943 | $ 4,441,366 | $ 4,465,313 |
Other comprehensive loss | 3,121 | (8,356) | (196,734) |
Balance | 3,443,178 | 3,329,943 | 4,441,366 |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||
Balance | (46,610) | 54,413 | 156,417 |
Other comprehensive loss | 3,111 | (101,023) | (102,004) |
Balance | (43,499) | (46,610) | 54,413 |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member] | |||
Balance | 0 | (75,177) | (3,749) |
Other comprehensive loss | 0 | 75,177 | (71,428) |
Balance | 0 | 0 | (75,177) |
Unrealized Loss on Available for Sale Debt Securities [Member] | |||
Balance | (46,610) | (20,764) | 152,668 |
Other comprehensive loss | 3,111 | (25,846) | (173,432) |
Balance | $ (43,499) | $ (46,610) | $ (20,764) |
Note 21 - Non-controlling Int_3
Note 21 - Non-controlling Interests (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||||
May 31, 2024 | May 31, 2023 | May 31, 2022 | Nov. 28, 2022 | Aug. 31, 2021 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ 22,587 | $ 27,146 | $ 19,367 | ||
Subsidiaries [Member] | |||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 17,251 | 15,725 | 14,202 | ||
Subsidiaries [Member] | Wholesale Cannabis Supply Agreement [Member] | |||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ (15,000) | ||||
Superhero Acquisition LP [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 68% | 68% | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ (13,658) | (11,686) | (19,071) | ||
CC Pharma Nordic ApS [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 75% | ||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ 264 | (161) | (17) | ||
Aphria Diamond [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 51% | 51% | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ 30,658 | 36,766 | 33,767 | ||
ColCanna S.A.S. [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 90% | ||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ (13) | $ (9,194) | $ (477) |
Note 21 - Non-controlling Int_4
Note 21 - Non-controlling Interests - Summary of Balance Sheet Information (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Current assets | $ 677,710 | $ 773,029 |
Current liabilities | (299,170) | (432,979) |
Superhero Acquisition LP [Member] | ||
Current assets | 0 | 0 |
Non-current assets | 32,000 | 74,681 |
Current liabilities | 0 | 0 |
Non-current liabilities | 0 | 0 |
Net assets | 32,000 | 74,681 |
CC Pharma Nordic ApS [Member] | ||
Current assets | 12 | 114 |
Non-current assets | 0 | 0 |
Current liabilities | (9) | (1,166) |
Non-current liabilities | 0 | 0 |
Net assets | 3 | (1,052) |
Aphria Diamond [Member] | ||
Current assets | 95,720 | 127,689 |
Non-current assets | 124,675 | 135,085 |
Current liabilities | (130,945) | (142,554) |
Non-current liabilities | (24,482) | (53,197) |
Net assets | 64,968 | 67,023 |
ColCanna S.A.S. [Member] | ||
Current assets | 3 | 224 |
Non-current assets | 3,637 | 3,307 |
Current liabilities | (6,913) | (6,697) |
Non-current liabilities | (1,452) | (1,428) |
Net assets | (4,725) | (4,594) |
Subsidiaries [Member] | ||
Current assets | 95,735 | 128,027 |
Non-current assets | 160,312 | 213,073 |
Current liabilities | (137,867) | (150,417) |
Non-current liabilities | (25,934) | (54,625) |
Net assets | $ 92,246 | $ 136,058 |
Note 21 - Non-controlling Int_5
Note 21 - Non-controlling Interests - Summary of Income Statement Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Net loss | $ (222,404) | $ (1,443,000) | $ (434,132) |
Other comprehensive (loss) income | 3,121 | (8,356) | (196,734) |
Net comprehensive (loss) income | (219,283) | (1,451,356) | (630,866) |
Comprehensive (loss) income attributable to NCI | 22,587 | 27,146 | 19,367 |
Subsidiaries [Member] | |||
Revenue | 103,331 | 161,580 | 148,677 |
Total expenses | 82,349 | 250,798 | 66,382 |
Net loss | 20,982 | (89,218) | 82,295 |
Other comprehensive (loss) income | (172) | 35,153 | (77,821) |
Net comprehensive (loss) income | 20,810 | (54,065) | 4,474 |
Comprehensive (loss) income attributable to NCI | 17,251 | 15,725 | 14,202 |
Additional income attributable to NCI | 5,336 | 11,421 | |
Net comprehensive (loss) income attributable to NCI | 22,587 | 27,146 | |
Superhero Acquisition LP [Member] | |||
Revenue | 0 | 0 | 0 |
Total expenses | 42,681 | 107,297 | (11,180) |
Net loss | (42,681) | (107,297) | 11,180 |
Other comprehensive (loss) income | 0 | 70,778 | (70,778) |
Net comprehensive (loss) income | $ (42,681) | $ (36,519) | $ (59,598) |
Non-controlling interest % | 32% | 32% | 32% |
Comprehensive (loss) income attributable to NCI | $ (13,658) | $ (11,686) | $ (19,071) |
Additional income attributable to NCI | 0 | 0 | |
Net comprehensive (loss) income attributable to NCI | (13,658) | (11,686) | |
CC Pharma Nordic ApS [Member] | |||
Revenue | 0 | 126 | 354 |
Total expenses | (1,064) | 748 | 470 |
Net loss | 1,064 | (622) | (116) |
Other comprehensive (loss) income | (9) | (21) | 47 |
Net comprehensive (loss) income | $ 1,055 | $ (643) | $ (69) |
Non-controlling interest % | 25% | 25% | 25% |
Comprehensive (loss) income attributable to NCI | $ 264 | $ (161) | $ (17) |
Additional income attributable to NCI | 0 | 0 | |
Net comprehensive (loss) income attributable to NCI | 264 | (161) | |
Aphria Diamond [Member] | |||
Revenue | 103,331 | 161,453 | 148,323 |
Total expenses | 40,935 | 85,460 | 77,057 |
Net loss | 62,396 | 75,993 | 71,266 |
Other comprehensive (loss) income | 171 | (961) | (2,353) |
Net comprehensive (loss) income | $ 62,567 | $ 75,032 | $ 68,913 |
Non-controlling interest % | 49% | 49% | 49% |
Comprehensive (loss) income attributable to NCI | $ 30,658 | $ 36,766 | $ 33,767 |
Additional income attributable to NCI | 5,336 | 11,421 | |
Net comprehensive (loss) income attributable to NCI | 35,994 | 48,187 | |
ColCanna S.A.S. [Member] | |||
Revenue | 0 | 1 | 0 |
Total expenses | (203) | 57,293 | 35 |
Net loss | 203 | (57,292) | (35) |
Other comprehensive (loss) income | (334) | (34,643) | (4,737) |
Net comprehensive (loss) income | $ (131) | $ (91,935) | $ (4,772) |
Non-controlling interest % | 10% | 10% | 10% |
Comprehensive (loss) income attributable to NCI | $ (13) | $ (9,194) | $ (477) |
Additional income attributable to NCI | 0 | 0 | |
Net comprehensive (loss) income attributable to NCI | $ (13) | $ (9,194) |
Note 22 - Net Revenue - Compone
Note 22 - Net Revenue - Components of Net Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Net revenue | $ 788,942 | $ 627,124 | $ 628,372 |
Beverage Alcohol Business [Member] | |||
Revenue | 213,614 | 100,679 | 74,959 |
Excise taxes | (11,520) | (5,586) | (3,467) |
Net revenue | 202,094 | 95,093 | 71,492 |
Cannabis Segment [Member] | |||
Revenue | 370,692 | 284,314 | 300,891 |
Excise taxes | (97,894) | (63,884) | (63,369) |
Net revenue | 272,798 | 220,430 | 237,522 |
Tilray Pharma Segment [Member] | |||
Net revenue | 258,740 | 258,770 | 259,747 |
Wellness Business [Member] | |||
Net revenue | $ 55,310 | $ 52,831 | $ 59,611 |
Note 23 - Cost of Goods Sold -
Note 23 - Cost of Goods Sold - Components of Cost of Goods Sold (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Cost of goods sold | $ 565,591 | $ 480,164 | $ 511,555 |
Beverage Alcohol Business [Member] | |||
Cost of goods sold | 113,522 | 48,770 | 32,033 |
Cannabis Segment [Member] | |||
Cost of goods sold | 182,594 | 162,755 | 194,834 |
Distribution Business [Member] | |||
Cost of goods sold | 230,596 | 231,309 | 243,231 |
Wellness Business [Member] | |||
Cost of goods sold | $ 38,879 | $ 37,330 | $ 41,457 |
Note 24 - General and Adminis_3
Note 24 - General and Administrative Expenses (Details Textual) $ in Thousands | 12 Months Ended |
May 31, 2024 USD ($) | |
Gain (Loss) on Disposition of Assets | $ 4,198 |
Truss Beverage Company [Member] | |
Gain (Loss) on Disposition of Business | $ 3,957 |
Note 24 - General and Adminis_4
Note 24 - General and Administrative Expenses - Components of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Executive compensation | $ 15,597 | $ 13,655 | $ 14,128 |
Office and general | 28,460 | 27,845 | 27,153 |
Salaries and wages | 68,076 | 57,228 | 51,693 |
Share-Based Payment Arrangement, Expense | 31,769 | 39,595 | 35,994 |
Insurance | 12,586 | 12,033 | 17,536 |
Professional fees | 5,345 | 7,166 | 13,047 |
Gain on sale of capital assets | (4,198) | (48) | (682) |
Insurance proceeds | 0 | 0 | (4,032) |
Travel and accommodation | 5,138 | 4,530 | 4,203 |
Rent | 4,585 | 3,155 | 3,761 |
Total | $ 167,358 | $ 165,159 | $ 162,801 |
Note 25 - Restructuring (Detail
Note 25 - Restructuring (Details Textual) - USD ($) | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Restructuring Costs | $ 15,581,000 | $ 9,245,000 | $ 795,000 |
Restructuring Charges | 15,581,000 | 9,245,000 | 795,000 |
Tilray Inc And Aphria Inc [Member] | |||
Restructuring Charges | $ 795,000 | ||
Employee Severance [Member] | Cost Reduction [Member] | |||
Restructuring Costs | 482,000 | ||
Employee Severance [Member] | Cost Optimization [Member] | Distribution Business [Member] | |||
Restructuring Costs | 2,663,000 | ||
Employee Severance [Member] | HEXO Acquisition [Member] | |||
Restructuring Costs | 10,174,000 | ||
Facility Closing [Member] | CANADA | |||
Restructuring and Related Cost, Incurred Cost | 1,512,000,000 | ||
Facility Closing [Member] | Distribution Business [Member] | |||
Restructuring and Related Cost, Incurred Cost | 2,195,000,000 | ||
Facility Closing [Member] | Cost Optimization [Member] | Distribution Business [Member] | |||
Restructuring Costs | 1,599,000 | ||
Facility Closing [Member] | Truss Beverage Company [Member] | |||
Restructuring Costs | 3,549,000 | ||
One-time Termination Benefits [Member] | Cost Optimization [Member] | Distribution Business [Member] | |||
Restructuring Costs | $ 1,376,000 | ||
Contract Termination [Member] | Cost Optimization [Member] | Distribution Business [Member] | |||
Restructuring Costs | $ 1,276 |
Note 26 - Interest Expense, N_3
Note 26 - Interest Expense, Net - Interest Income and Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Interest income | $ 12,831 | $ 33,025 | $ 11,736 |
Interest expense | (49,264) | (46,612) | (39,680) |
Interest Income (Expense), Nonoperating | $ (36,433) | $ (13,587) | $ (27,944) |
Note 27 - Non-operating Incom_3
Note 27 - Non-operating Income (Expense) (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Other Nonoperating Gains (Losses) | $ (12,367) | $ (7,971) | $ 5,208 |
Noncontrolling Interest, Amounts to Settle Outstanding Notes | 2,458 | ||
Broken Coast Cannabis Ltd. [Member] | Duncan Facility [Member] | |||
Gain (Loss) on Change in Fair Value of Asset Held for Sale | (3,063) | ||
Cannfections Group Inc. [Member] | |||
Equity Securities, FV-NI, Unrealized Gain (Loss) | (4,638) | ||
HTI Convertible Note Payable [Member] | |||
Stock Issued During Period, Value, Settlement of Liability | $ 2,313 |
Note 27 - Non-operating Incom_4
Note 27 - Non-operating Income (Expense) - Components of Non-operating Income (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Change in fair value of convertible debenture payable | $ (19,736) | $ (43,651) | $ 163,670 |
Change in fair value of warrant liability | (1,436) | 12,438 | 63,913 |
Foreign exchange (loss) gain | (4,086) | (25,535) | (28,383) |
Loss on long-term investments | (217) | (2,190) | (6,737) |
Other non-operating (losses) gains, net | (12,367) | (7,971) | 5,208 |
Other Nonoperating Income (Expense) | $ (37,842) | $ (66,909) | $ 197,671 |
Note 28 - Commitments and Con_3
Note 28 - Commitments and Contingencies (Details Textual) $ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||
Mar. 05, 2024 CAD ($) | Aug. 08, 2023 USD ($) | Jul. 05, 2023 USD ($) | May 23, 2023 USD ($) | Mar. 17, 2023 USD ($) | Jan. 04, 2023 USD ($) | Dec. 02, 2022 USD ($) | Feb. 21, 2020 CAD ($) | Sep. 30, 2022 CAD ($) | May 31, 2024 USD ($) | May 31, 2023 USD ($) | May 31, 2022 USD ($) | May 31, 2024 CAD ($) | Feb. 07, 2024 USD ($) | |
Financing Receivable, after Allowance for Credit Loss | $ 32,000 | $ 103,401 | ||||||||||||
Litigation Settlement, Fee Expense | 8,251 | (505) | $ 16,518 | |||||||||||
Loss Contingency Accrual | 24,378 | $ 25,000 | ||||||||||||
HEXO Acquisition [Member] | ||||||||||||||
Loss Contingency Accrual | 12,253 | |||||||||||||
Craft Beverage Business Acquisition [Member] | ||||||||||||||
Loss Contingency Accrual | 0 | |||||||||||||
Tilray and High Park vs. 420 Investments Unpaid Debt Collection [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 7,000 | |||||||||||||
Tilray and High Park vs. 420 Investments Unpaid Debt Collection [Member] | Positive Outcome of Litigation [Member] | ||||||||||||||
Financing Receivable, after Allowance for Credit Loss | $ 7,000 | |||||||||||||
Interest Receivable | $ 2,280 | |||||||||||||
Pending Litigation [Member] | Aphira Class Action [Member] | Damages [Member] | ||||||||||||||
Loss Contingency, Damages Sought, Value | $ 850,000 | |||||||||||||
Pending Litigation [Member] | Martin Dionne v. HEXO Corporation and Sebastien St. Louis [Member] | ||||||||||||||
Gain Contingency, D & O Policy Retention, Balance Remaining | $ 2,000 | |||||||||||||
Pending Litigation [Member] | The 420 Investments Ltd. Litigation [Member] | Damages [Member] | ||||||||||||||
Loss Contingency, Damages Sought, Value | $ 110,000 | |||||||||||||
Pending Litigation [Member] | The 420 Investments Ltd. Litigation [Member] | Aggravated Damages [Member] | ||||||||||||||
Loss Contingency, Damages Sought, Value | $ 20,000 | |||||||||||||
Pending Litigation [Member] | Cannfections Group Inc. / High Park Farms Ltd. and High Park Holdings Ltd. [Member] | ||||||||||||||
Loss Contingency, Damages Sought, Value | $ 27,500 | |||||||||||||
Settled Litigation [Member] | Cannfections Group Inc. / High Park Farms Ltd. and High Park Holdings Ltd. [Member] | ||||||||||||||
Loss Contingency, Damages Awarded, Value | $ 19,951 | |||||||||||||
Settled Litigation [Member] | K. Dickson v. Tilray, Inc. [Member] | ||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 103 | |||||||||||||
Litigation Settlement, Fee Expense | $ 21 | |||||||||||||
Settled Litigation [Member] | K. Dickson v. Tilray, Inc. [Member] | Employee Severance [Member] | ||||||||||||||
Loss Contingency, Damages Awarded, Value | 300 | |||||||||||||
Settled Litigation [Member] | K. Dickson v. Tilray, Inc. [Member] | One-time Termination Benefits [Member] | ||||||||||||||
Loss Contingency, Damages Awarded, Value | 300 | |||||||||||||
Settled Litigation [Member] | K. Dickson v. Tilray, Inc. [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Loss Contingency, Damages Awarded, Value | $ 3,134 | |||||||||||||
Settled Litigation [Member] | Fotmer Corporation S.A. v. Tilray Brands Inc. et al. [Member] | ||||||||||||||
Loss Contingency, Damages Sought, Value | $ 2,250 | $ 1,233 | ||||||||||||
Loss Contingency, Damages Awarded, Value | $ 1,233 | |||||||||||||
Loss Contingency, Receivable, Noncurrent | $ 2,250 | |||||||||||||
Loss Contingency, Damages Awarded, Interest Fee, Percentage | 7.50% |
Note 28 - Commitments and Con_4
Note 28 - Commitments and Contingencies - Schedule of Commitments (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Debt instrument | $ 129,913 | $ 395,422 |
Total | 408,030 | |
Total, 2024 | 42,822 | |
Total, 2025 | 76,781 | |
Total, 2026 | 184,264 | |
Total, 2027 | 68,672 | |
Total, thereafter | 35,491 | |
Material Purchase Obligations [Member] | ||
Purchase obligations, total | 59,959 | |
Purchase obligations, 2024 | 26,410 | |
Purchase obligations, 2025 | 33,549 | |
Purchase obligations, 2026 | 0 | |
Purchase obligations, 2027 | 0 | |
Purchase obligations, thereafter | 0 | |
Capital Addition Purchase Commitments [Member] | ||
Purchase obligations, total | 575 | |
Purchase obligations, 2024 | 575 | |
Purchase obligations, 2025 | 0 | |
Purchase obligations, 2026 | 0 | |
Purchase obligations, 2027 | 0 | |
Purchase obligations, thereafter | 0 | |
Long-term Debt, Excluding Convertible Debentures [Member] | ||
Debt instrument | 174,666 | $ 161,707 |
Debt Instrument, 2024 | 15,507 | |
Long-term debt repayment | 43,232 | |
Debt instrument, 2026 | 11,764 | |
Debt instrument, 2027 | 68,672 | |
Debt instrument, thereafter | 35,491 | |
Convertible Debentures [Member] | ||
Debt instrument | 172,830 | |
Debt Instrument, 2024 | 330 | |
Long-term debt repayment | 0 | |
Debt instrument, 2026 | 172,500 | |
Debt instrument, 2027 | 0 | |
Debt instrument, thereafter | $ 0 |
Note 29 - Financial Risk Mana_3
Note 29 - Financial Risk Management and Financial Instruments (Details Textual) $ in Thousands, $ in Thousands | 12 Months Ended | ||||
May 31, 2024 USD ($) | May 31, 2024 CAD ($) | May 31, 2023 USD ($) | May 31, 2022 USD ($) | May 31, 2021 USD ($) | |
Accounts Receivable, Allowance for Credit Loss | $ 7,714 | $ 6,641 | $ 5,404 | $ 4,571 | |
SweetWater, Montauk, and Truss [Member] | Contingent Consideration [Member] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) From Foreign Exchange | $ (15,528) | ||||
SweetWater, Montauk, and Truss [Member] | Measurement Input, Discount Rate [Member] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.11 | ||||
SweetWater, Montauk, and Truss [Member] | Measurement Input, Probability of Achievement [Member] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.95 | ||||
SweetWater [Member] | Contingent Consideration [Member] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | $ (16,218) | ||||
Acquisition of Montauk Brewing Company, Inc. [Member] | Contingent Consideration [Member] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | 4,111 | ||||
Truss Beverage Company [Member] | Contingent Consideration [Member] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) From Foreign Exchange | 760 | $ 1,041 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | (3,421) | 4,181 | |||
Long-term Debt, Excluding Convertible Debentures [Member] | |||||
Long-Term Debt, Percentage Bearing Fixed Interest, Amount | 3,568 | 3,280 | |||
Convertible Debt [Member] | |||||
Convertible Debt | $ 172,830 | $ 464,070 |
Note 29 - Financial Risk Mana_4
Note 29 - Financial Risk Management and Financial Instruments - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Equity investments measured at fair value | $ 2,359 | $ 2,144 |
Contingent consideration | (15,000) | (16,218) |
Fair Value, Recurring [Member] | ||
Cash and cash equivalents | 228,340 | 206,632 |
Marketable securities | 32,182 | 241,897 |
Convertible notes receivable | 32,000 | 103,401 |
Equity investments measured at fair value | 7,859 | 7,795 |
Warrant liability | (3,253) | (1,817) |
Contingent consideration | (15,000) | (27,107) |
Total recurring fair value measurements | 281,798 | 410,233 |
Fair Value, Recurring [Member] | APHA 24 [Member] | ||
APHA 24 Convertible debenture | (330) | (120,568) |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents | 228,340 | 206,632 |
Marketable securities | 32,182 | 241,897 |
Convertible notes receivable | 0 | 0 |
Equity investments measured at fair value | 919 | 1,056 |
Warrant liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total recurring fair value measurements | 261,441 | 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 |
Marketable securities | 0 | 0 |
Convertible notes receivable | 0 | 0 |
Equity investments measured at fair value | 1,440 | 1,088 |
Warrant liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total recurring fair value measurements | 1,440 | 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 |
Marketable securities | 0 | 0 |
Convertible notes receivable | 32,000 | 103,401 |
Equity investments measured at fair value | 5,500 | 5,651 |
Warrant liability | (3,253) | (1,817) |
Contingent consideration | (15,000) | (27,107) |
Total recurring fair value measurements | 18,917 | (40,440) |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | APHA 24 [Member] | ||
APHA 24 Convertible debenture | $ (330) | $ (120,568) |
Note 29 - Financial Risk Mana_5
Note 29 - Financial Risk Management and Financial Instruments - Reconciliation of Level 3 Assets and Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
May 31, 2024 USD ($) | |
Equity Investments [Member] | |
Balance | $ 5,651 |
Additions/(Repayments) | 0 |
Redemption | 0 |
Unrealized gain (loss) on fair value | (151) |
Impairments | 0 |
Balance | 5,500 |
Warrant Liability [Member] | |
Balance | (1,817) |
Additions/(Repayments) | 0 |
Redemption | 0 |
Unrealized gain (loss) on fair value | (1,436) |
Impairments | 0 |
Balance | (3,253) |
Contingent Consideration [Member] | |
Balance | (27,107) |
Additions/(Repayments) | (4,181) |
Redemption | 760 |
Unrealized gain (loss) on fair value | 15,528 |
Impairments | 0 |
Balance | (15,000) |
Long-Term Debt [Member] | APHA 24 [Member] | |
Balance | (120,568) |
Additions/(Repayments) | 136,410 |
Redemption | 0 |
Unrealized gain (loss) on fair value | (16,172) |
Impairments | 0 |
Balance | (330) |
Notes Receivable [Member] | |
Balance | 103,401 |
Additions/(Repayments) | 0 |
Redemption | (28,720) |
Unrealized gain (loss) on fair value | 0 |
Impairments | (42,681) |
Balance | $ 32,000 |
Note 29 - Financial Risk Mana_6
Note 29 - Financial Risk Management and Financial Instruments - Inputs Used to Recognize Unrealized Gain (Loss) on Fair Value (Details) - Minimum [Member] | May 31, 2024 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | |
Debt instrument, measurement input | 0.50 |
Warrant liability | 0.50 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Expected Term [Member] | |
Debt instrument, measurement input | 0 |
Warrant liability | 1.3 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Conversion Rate [Member] | |
Contingent consideration | 0.95 |
Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Discount Rate [Member] | |
Contingent consideration | 0.11 |
Note 29 - Financial Risk Mana_7
Note 29 - Financial Risk Management and Financial Instruments - Schedule of Aging Accounts Receivable (Details) $ in Thousands | May 31, 2024 USD ($) |
Accounts receivable, net | $ 101,695 |
Accounts Receivable, Gross, Noncurrent, Percentage of Total Aging Receivables | |
Accounts Receivable, 0 to 30 Days Past Due [Member] | |
Accounts receivable, net | $ 86,435 |
Accounts Receivable, Gross, Noncurrent, Percentage of Total Aging Receivables | 85% |
Accounts Receivable, 31 to 60 Days Past Due [Member] | |
Accounts receivable, net | $ 3,042 |
Accounts Receivable, Gross, Noncurrent, Percentage of Total Aging Receivables | 3% |
Accounts Receivable, 61 to 90 Days Past Due [Member] | |
Accounts receivable, net | $ 893 |
Accounts Receivable, Gross, Noncurrent, Percentage of Total Aging Receivables | 1% |
Accounts Receivable, Greater Than 90 Days Past Due [Member] | |
Accounts receivable, net | $ 11,325 |
Accounts Receivable, Gross, Noncurrent, Percentage of Total Aging Receivables | 11% |
Note 29 - Financial Risk Mana_8
Note 29 - Financial Risk Management and Financial Instruments - Doubtful Accounts and Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 31, 2024 | May 31, 2023 | May 31, 2022 | ||
Allowance for doubtful accounts and credit loss provision | $ 6,641 | $ 5,404 | $ 4,571 | |
Allowance for doubtful accounts and credit loss provision, movement | [1] | 1,073 | 1,237 | 833 |
Allowance for doubtful accounts and credit loss provision | $ 7,714 | $ 6,641 | $ 5,404 | |
[1]Included in movements for the period is the total movements for foreign exchange, additions to the provisions and utilization of the credit loss provision and allowance for doubtful accounts. |
Note 30 - Segment Reporting (De
Note 30 - Segment Reporting (Details Textual) $ in Thousands | 12 Months Ended | ||
May 31, 2024 USD ($) | May 31, 2023 USD ($) | May 31, 2022 | |
Number of Reportable Segments | 4 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customers [Member] | |||
Number Of Major Customers | 0 | 0 | 0 |
Advisory Services Agreement With HEXO [Member] | Advisory Services Revenue [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,500 | $ 40,377 |
Note 30 - Segment Reporting - S
Note 30 - Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Net revenue | $ 788,942 | $ 627,124 | $ 628,372 |
Cost of goods sold | 565,591 | 480,164 | 511,555 |
Gross Profit | 223,351 | 146,960 | 116,817 |
Cannabis Segment [Member] | |||
Net revenue | 272,798 | 220,430 | 237,522 |
Cost of goods sold | 182,594 | 162,755 | 194,834 |
Gross Profit | 90,204 | 57,675 | 42,688 |
Revenue | 370,692 | 284,314 | 300,891 |
Excise taxes | (97,894) | (63,884) | (63,369) |
Cannabis Segment [Member] | Medical Cannabis Products [Member] | |||
Revenue | 25,211 | 25,000 | 30,599 |
Cannabis Segment [Member] | Adult-use Cannabis Products [Member] | |||
Revenue | 266,846 | 214,319 | 209,501 |
Cannabis Segment [Member] | Wholesale Cannabis Products [Member] | |||
Revenue | 25,340 | 1,436 | 6,904 |
Cannabis Segment [Member] | International Cannabis Products [Member] | |||
Revenue | 53,295 | 43,559 | 53,887 |
Beverage Alcohol Business [Member] | |||
Net revenue | 202,094 | 95,093 | 71,492 |
Cost of goods sold | 113,522 | 48,770 | 32,033 |
Gross Profit | 88,572 | 46,323 | 39,459 |
Revenue | 213,614 | 100,679 | 74,959 |
Excise taxes | (11,520) | (5,586) | (3,467) |
Tilray Pharma Segment [Member] | |||
Net revenue | 258,740 | 258,770 | 259,747 |
Cost of goods sold | 230,596 | 231,309 | 243,231 |
Gross Profit | 28,144 | 27,461 | 16,516 |
Wellness Business [Member] | |||
Net revenue | 55,310 | 52,831 | 59,611 |
Cost of goods sold | 38,879 | 37,330 | 41,457 |
Gross Profit | $ 16,431 | $ 15,501 | $ 18,154 |
Note 30 - Segment Reporting - G
Note 30 - Segment Reporting - Geographic Net Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Net revenue | $ 788,942 | $ 627,124 | $ 628,372 |
UNITED STATES | |||
Net revenue | 233,141 | 123,284 | 103,991 |
CANADA | |||
Net revenue | 243,722 | 201,361 | 210,141 |
EMEA [Member] | |||
Net revenue | 296,450 | 284,567 | 296,911 |
Rest of World [Member] | |||
Net revenue | $ 15,629 | $ 17,912 | $ 17,329 |
Note 30 - Segment Reporting -_2
Note 30 - Segment Reporting - Geographic Capital Assets (Details) - USD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Capital assets | $ 558,247 | $ 429,667 |
UNITED STATES | ||
Capital assets | 141,314 | 63,925 |
CANADA | ||
Capital assets | 313,359 | 255,248 |
EMEA [Member] | ||
Capital assets | 99,921 | 107,131 |
Rest of World [Member] | ||
Capital assets | $ 3,653 | $ 3,363 |
Note 31 - Subsequent Events (De
Note 31 - Subsequent Events (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 13, 2024 | May 31, 2024 | May 31, 2023 | May 31, 2022 | May 17, 2024 | |
Proceeds from Issuance of Common Stock | $ 8,619 | $ 129,593 | $ 262,509 | ||
At-the-Market Program [Member] | |||||
Equity Offering, Maximum Offering Amount | $ 250,000 | ||||
Stock Issued During Period, Shares, Equity Financing (in shares) | 5,327,843 | ||||
Payments of Stock Issuance Costs | $ 1,325 | ||||
Net Proceeds from Issuance of Common Stock | $ 8,619 | ||||
At-the-Market Program [Member] | Common Class 1 [Member] | Subsequent Event [Member] | |||||
Stock Issued During Period, Shares, Equity Financing (in shares) | 8,626,620 | ||||
Proceeds from Issuance of Common Stock | $ 15,397 | ||||
Payments of Stock Issuance Costs | 320 | ||||
Net Proceeds from Issuance of Common Stock | $ 15,077 |