Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Aug. 31, 2021 | Oct. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 31, 2021 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TLRY | |
Entity Registrant Name | TILRAY, INC. | |
Entity Central Index Key | 0001731348 | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 460,658,653 | |
Title of 12(b) Security | Class 2 Common Stock, $0.0001 par value per share | |
Entity File Number | 001-38594 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4310622 | |
Entity Interactive Data Current | Yes | |
Security Exchange Name | NASDAQ | |
Entity Address, Address Line One | 655 Madison Avenue | |
Entity Address, Address Line Two | Suite 1900 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10065 | |
City Area Code | 844 | |
Local Phone Number | 845-7291 | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Aug. 31, 2021 | May 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 376,297 | $ 488,466 |
Accounts receivable, net | 97,177 | 87,309 |
Inventory | 251,507 | 256,429 |
Prepaids and other current assets | 117,267 | 48,920 |
Convertible notes receivable | 2,370 | 2,485 |
Total current assets | 844,618 | 883,609 |
Capital assets | 621,339 | 650,698 |
Right-of-use assets | 17,783 | 18,267 |
Intangible assets | 1,502,814 | 1,605,918 |
Goodwill | 2,809,131 | 2,832,794 |
Interest in equity investees | 4,062 | 8,106 |
Long-term investments | 186,407 | 17,685 |
Other assets | 198 | 8,285 |
Total assets | 5,986,352 | 6,025,362 |
Current liabilities | ||
Bank indebtedness | 9,203 | 8,717 |
Accounts payable and accrued liabilities | 190,213 | 212,813 |
Contingent consideration | 61,494 | 60,657 |
Warrant liability | 60,476 | 78,168 |
Escrow payable | 170,799 | |
Current portion of lease liabilities | 3,808 | 4,264 |
Current portion of long-term debt | 30,837 | 36,622 |
Total current liabilities | 526,830 | 401,241 |
Long - term liabilities | ||
Lease liabilities | 53,331 | 53,946 |
Long-term debt | 164,911 | 167,486 |
Convertible debentures | 611,646 | 667,624 |
Deferred tax liability | 239,373 | 265,845 |
Other liabilities | 4,505 | 3,907 |
Total liabilities | 1,600,596 | 1,560,049 |
Commitments and contingencies (refer to Note 16) | ||
Shareholders' equity | ||
Common stock | 46 | 46 |
Additional paid-in capital | 4,795,879 | 4,792,406 |
Accumulated other comprehensive income | 51,247 | 152,668 |
Deficit | (527,699) | (486,050) |
Total Tilray shareholders' equity | 4,319,473 | 4,459,070 |
Non-controlling interests | 66,283 | 6,243 |
Total shareholders' equity | 4,385,756 | 4,465,313 |
Total liabilities and shareholders' equity | $ 5,986,352 | $ 6,025,362 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenue | $ 168,023 | $ 117,490 |
Cost of goods sold | 117,068 | 82,545 |
Gross profit | 50,955 | 34,945 |
Operating expenses: | ||
General and administrative | 49,487 | 25,972 |
Selling | 7,432 | 5,817 |
Amortization | 30,739 | 4,127 |
Marketing and promotion | 5,465 | 4,925 |
Research and development | 785 | 120 |
Transaction costs | 25,579 | 2,458 |
Total operating expenses | 119,487 | 43,419 |
Operating loss | (68,532) | (8,474) |
Finance expense, net | (10,170) | (5,736) |
Non-operating income (expense), net | 48,860 | (13,359) |
Loss before income taxes | (29,842) | (27,569) |
Income taxes (recovery) | 4,762 | (5,825) |
Net loss | (34,604) | (21,744) |
Total net income (loss) attributable to: | ||
Shareholders of Tilray Inc. | (41,649) | (34,343) |
Non-controlling interests | 7,045 | 12,599 |
Other comprehensive (loss) income, net of tax | ||
Foreign currency translation (loss) gain | (100,772) | 1,385 |
Unrealized loss on convertible notes receivable | (649) | |
Total other comprehensive (loss) income, net of tax | (101,421) | 1,385 |
Comprehensive loss | (136,025) | (20,359) |
Total comprehensive income (loss) attributable to: | ||
Shareholders of Tilray Inc. | (143,070) | (32,958) |
Non-controlling interests | $ 7,045 | $ 12,599 |
Weighted average number of common shares - basic | 449,397,822 | 241,992,864 |
Weighted average number of common shares - diluted | 449,397,822 | 241,992,864 |
Loss per share - basic | $ (0.08) | $ (0.09) |
Loss per share - diluted | $ (0.08) | $ (0.09) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | LP | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Deficit | Non-controlling Interests | Non-controlling InterestsLP |
Beginning Balance at May. 31, 2020 | $ 1,274,931 | $ 24 | $ 1,366,736 | $ (5,434) | $ (113,352) | $ 26,957 | ||
Beginning Balance, Shares at May. 31, 2020 | 240,132,635 | |||||||
Share issuance - legal settlement | 7,018 | 7,018 | ||||||
Share issuance - legal settlement, shares | 1,389,884 | |||||||
Share issuance - options exercised | 4 | 4 | ||||||
Share issuance - options exercised, shares | 41,065 | |||||||
Share issuance - RSUs exercised | 2,246 | 2,246 | ||||||
Share issuance - RSUs exercised, shares | 429,280 | |||||||
Share-based payments, net | 1,233 | 1,233 | ||||||
Comprehensive income (loss) for the period | (20,359) | 1,385 | (34,343) | 12,599 | ||||
Ending Balance at Aug. 31, 2020 | 1,265,073 | $ 24 | 1,377,237 | (4,049) | (147,695) | 39,556 | ||
Ending Balance, Shares at Aug. 31, 2020 | 241,992,864 | |||||||
Beginning Balance at May. 31, 2021 | 4,465,313 | $ 46 | 4,792,406 | 152,668 | (486,050) | 6,243 | ||
Beginning Balance, Shares at May. 31, 2021 | 446,440,641 | |||||||
Third party contribution to acquisition | $ 52,995 | $ 52,995 | ||||||
Share issuance - options exercised | 2,756 | 2,756 | ||||||
Share issuance - options exercised, shares | 417,489 | |||||||
Share issuance - RSUs exercised | 6,661 | 6,661 | ||||||
Share issuance - RSUs exercised, shares | 3,665,337 | |||||||
Share-based payments, net | (5,944) | (5,944) | ||||||
Comprehensive income (loss) for the period | (136,025) | (101,421) | (41,649) | 7,045 | ||||
Ending Balance at Aug. 31, 2021 | $ 4,385,756 | $ 46 | $ 4,795,879 | $ 51,247 | $ (527,699) | $ 66,283 | ||
Ending Balance, Shares at Aug. 31, 2021 | 450,523,467 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Cash used in operating activities: | ||
Net loss | $ (34,604) | $ (21,744) |
Adjustments for: | ||
Deferred income tax recovery | (24,873) | (17,984) |
Unrealized foreign exchange loss | 13,192 | 15,597 |
Amortization | 39,333 | 10,979 |
Loss on sale of capital assets | 27 | |
Other non-cash items | 165 | (67) |
Stock-based compensation | 4,074 | 2,850 |
Loss on long-term investments & equity investments | 1,144 | 1,120 |
Gain on debt instruments | (57,711) | (340) |
Loss on contingent consideration | 837 | |
Change in non-cash working capital: | ||
Accounts receivable | (9,868) | (21,656) |
Prepaids and other current assets | (7,265) | (6,747) |
Inventory | 4,922 | 1,231 |
Accounts payable and accrued liabilities | (22,600) | (19,339) |
Net cash used in operating activities | (93,227) | (56,100) |
Cash used in investing activities: | ||
Investment in capital and intangible assets | (16,316) | (13,955) |
Proceeds from disposal of capital and intangible assets | 7,696 | |
Promissory notes advances | (2,419) | |
Proceeds from disposal of long-term investments and equity investees | 2,676 | |
Net cash used in investing activities | (8,620) | (13,698) |
Cash (used in) provided by financing activities: | ||
Share capital issued, net of cash issuance costs | (261) | |
Proceeds from warrants and options exercised | 4 | |
Proceeds from long-term debt | 1,887 | |
Repayment of long-term debt | (8,360) | (880) |
Repayment of lease liabilities | (154) | 31 |
Increase (decrease) in bank indebtedness | 486 | 5,956 |
Net cash (used in) provided by financing activities | (8,028) | 6,737 |
Effect of foreign exchange on cash and cash equivalents | (2,294) | 9,132 |
Net decrease in cash and cash equivalents | (112,169) | (53,929) |
Cash and cash equivalents, beginning of period | 488,466 | 360,646 |
Cash and cash equivalents, end of period | $ 376,297 | $ 306,717 |
Description of business
Description of business | 3 Months Ended |
Aug. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of business | Note 1. Description of business Tilray, Inc., and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, or “us”) is a leading global cannabis-lifestyle and consumer packaged goods company headquartered in Leamington and New York, with operations in Canada, the United States, Europe, Australia, and Latin America that is changing people’s lives for the better – one person at a time – by inspiring and empowering the worldwide community to live their very best life by providing them with products that meet the needs of their mind, body, and soul and invoke a sense of wellbeing. 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 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and alcoholic beverages. On April 30, 2021, Tilray acquired all of the issued and outstanding common shares of Aphria Inc. (“Aphria”), an international organization with a focus on building a global cannabis-lifestyle consumer packaged goods company and involved in the manufacturing and distribution of beer and beer derivative products in the United States, and in the distribution of (non-Cannabis) pharmaceutical products in Germany, pursuant to a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario). |
Basis of presentation and summa
Basis of presentation and summary of significant accounting policies | 3 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and summary of significant accounting policies | Note 2. Basis of presentation and summary of significant accounting policies The accompanying unaudited consolidated financial statements (the “financial statements”) reflect the accounts of the Company. The financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. The information included in this Form 10-Q should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2021 (the “Annual Financial Statements”). These financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The Company’s balance sheet at May 31, 2021 was derived from the audited Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. 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. As a result of the April 30, 2021 business combination with Aphria, the reported results do not include the results of operations of Tilray and its subsidiaries on and prior to April 30, 2021, in accordance with the accounting treatment applicable to the Arrangement. Accordingly, comparisons between the Company's first quarter 2022 results and prior periods may not be meaningful. Information about the accounting treatment of the Arrangement including details of the transaction, determination of the total fair value consideration, and allocation of the purchase price, are included in the Company's Annual Report for the year ended May 31, 2021 filed in Form 10-K with the U.S. Securities and Exchange Commission on July 28, 2021 (“Annual Report”). The purchase price allocation for the Arrangement is open for adjustments and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date. In the event that more information is obtained, the purchase price allocation may change. Any future adjustments to the purchase price allocation, including changes within identifiable intangible assets or estimation uncertainty impacted by market conditions, may impact future net earnings. The purchase price allocation adjustments can be made through the end of the measurement period, which is not to exceed one year from the acquisition date. Basis of consolidation Subsidiaries are entities controlled by the Company. Control exists when the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. A complete list of our subsidiaries that existed prior to our most recent year end is included in the Company's Annual Report for the year ended May 31, 2021 filed in Form 10-K with the U.S. Securities and Exchange Commission on July 28, 2021 (“Annual Report”). O n August 13, 2021, the Company and other investors convertible notes (the “MM Notes”) originally issued by MedMen Enterprises Inc. (“MedMen”) and certain warrants (the “MM Warrants”) to acquire Class B subordinate voting shares of Medmen (the “MedMen Shares”) issued in connection with the original issuance of the MM Notes. The MM Notes mature on August 17, 2028 . Pursuant to an Assignment and Assumption Agreement dated as of August 17, 2021, SH Acquisition completed its acquisition (the “MM Transaction”) of the MM Notes and MM Warrants from certain funds affiliated with Gotham Green Partners. As partial consideration for the MM Notes and MM Warrants, on September 17, 2021, the Company issued 9,817,061 shares of its common stock. The balance of the consideration for the MM Notes and MM Warrants was paid in cash by the other partners of SH Acquisition. The Company’s interest in SH Acquisition represents its right to 68% of the MM Notes and related MM Warrants held by SH Acquisition, which are convertible into approximately 21% of the MedMen Shares outstanding upon closing of the MM Transaction. The Company’s ability to convert the MM Notes and exercise the MM Warrants is dependent upon federal laws in the United States being amended to permit the general cultivation, distribution and possession of cannabis (a “Triggering Event”) or the Company’s waiver of the need for a Triggering Event and the receipt of any additional regulatory approvals. The Company is a limited partner under the SH Acquisition partnership agreement; however, material events conducted by the partnership require the approval of the Company, and the Company has the ability to appoint two of the three board of directors of the general partner of the partnership. As a result, we have consolidated SH Acquisition as a subsidiary of Tilray beginning on August 17, 2021. Long-term investments. Long-term investments Debt securities are classified as available-for-sale and are recorded at fair value and are subject to impairment testing. Other than impairment losses, unrealized gains and losses during the period, 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. Upon sale, realized gain and losses are reported in net income. Debt securities are impaired when a decline in fair value is determined to be other-than-temporary. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, credit quality of debt instrument issuers, and the duration and extent to which the fair value is less than cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the statements of net loss and a new cost basis for the investment is established. The Company also evaluates whether there is a plan to sell the security or it is more likely than not that the Company will be required to sell the security before recovery. If neither of the conditions exist, then only the portion of the impairment loss attributable to credit loss is recorded in the statements of net loss and the remaining amount is recorded in other comprehensive income (loss). Investments in equity securities of entities over which the Company does not have a controlling financial interest or significant influence are accounted for at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments (referred to as the “measurement alternative”). In applying the measurement alternative, the Company performs a qualitative assessment on a quarterly basis and recognizes an impairment if there are sufficient indicators that the fair value of the equity investments are less than carrying values. Changes in value are recorded in the statement of net loss and comprehensive loss, within the line, “Non-operating income (expense)”. Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the equity method, with the Company’s share of earnings or losses reported in earnings or losses from equity method investments on the statements of net loss and comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses, and impairment, if any, within “Interest in Equity Investees” on the balance sheets. The Company assesses investments in equity method investments when events or circumstances indicate that the carrying amount of the investment may be impaired. If it is determined that the current fair value of an equity method investment is less than the carrying value of the investment, the Company will assess if the shortfall is other than temporary (OTTI). Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity investee to sustain an earnings capacity that would justify the carrying amount of the investment. Once a determination is made that an OTTI exists, the investment is written down to its fair value in accordance with ASC 820 at the reporting date, which establishes a new cost basis. New accounting pronouncements not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity accounting for convertible instruments and to provide financial statement users with more meaningful information. ASU 2020-06 is effective for the Company beginning June 1, 2022. This update may be applied retrospectively or on a modified retrospective basis with the cumulative effect recognized as an adjustment to the opening balance of retained earnings on the date of adoption. The Company is currently evaluating the effect of adopting this ASU . In May 2021, the FASB issued ASU 2021-04, Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) New accounting pronouncements recently adopted In December – In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) |
Inventory
Inventory | 3 Months Ended |
Aug. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3. Inventory Inventory is comprised of: August 31, 2021 May 31, 2021 Plants $ 19,605 $ 23,083 Dried cannabis 113,180 118,269 Cannabis trim 3,448 2,931 Cannabis derivatives 38,613 24,158 Cannabis vapes 3,543 3,791 Packaging and other inventory items 25,595 31,462 Wellness inventory 14,042 15,171 Beverage alcohol inventory 4,796 5,402 Distribution inventory 28,685 32,162 Total $ 251,507 $ 256,429 |
Capital assets
Capital assets | 3 Months Ended |
Aug. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Capital assets | Note 4. Capital assets Capital asset consisted of the following: August 31, 2021 May 31, 2021 Land $ 31,467 $ 28,549 Production facility 413,711 346,510 Equipment 231,290 215,408 Leasehold improvement 7,477 17,059 ROU-assets under finance lease 35,290 34,726 Construction in progress 19,174 85,322 $ 738,408 $ 727,574 Less: accumulated amortization (117,070 ) (76,876 ) Total $ 621,339 $ 650,698 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Aug. 31, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | Note 5. Intangible Assets Intangible assets are comprised of the following items: Intellectual Customer property, relationships Licenses, Non- trademarks, Total & distribution permits & compete know how intangible channel applications agreements & brands assets Cost At May 31, 2021 $ 239,810 $ 414,930 $ 12,453 $ 990,917 $ 1,658,110 Additions — 182 — 856 1,038 Effect of foreign exchange (9,300 ) (17,346 ) (659 ) (51,738 ) (79,043 ) At August 31, 2021 $ 230,510 397,766 11,794 940,035 $ 1,580,105 Accumulated amortization At May 31, 2021 $ 18,302 1,167 4,299 28,424 $ 52,192 Amortization 9,466 116 833 14,684 25,099 At August 31, 2021 $ 27,768 $ 1,283 $ 5,132 $ 43,108 $ 77,291 Net book value at May 31, 2021 $ 221,508 $ 413,763 $ 8,154 $ 962,493 $ 1,605,918 Net book value at August 31, 2021 $ 202,742 $ 396,483 $ 6,662 $ 896,927 $ 1,502,814 As of August 31, 2021, included in Licenses, permits & applications is $408,000 of indefinite-lived intangible assets (May 31, 2021 - $412,000). Expected future amortization expense for intangible assets as of August 31, 2021 are as follows: Amortization 2022 (remaining nine months) $ 48,820 2023 67,556 2024 64,084 2025 61,297 2026 61,297 Thereafter 791,760 Total $ 1,094,814 |
Goodwill
Goodwill | 3 Months Ended |
Aug. 31, 2021 | |
Goodwill Disclosure [Abstract] | |
Goodwill | Note 6. Goodwill The following table shows the change in the carrying amount of goodwill: August 31, May 31, Segment 2021 2021 Broken Coast Cannabis Ltd. Cannabis business $ 105,963 $ 105,963 Nuuvera Corp. Cannabis business 273,606 273,606 LATAM Holdings Inc. Cannabis business 63,239 63,239 CC Pharma GmbH Distribution business 4,458 4,458 SweetWater Beverage alcohol business 100,202 100,202 Tilray Cannabis business 2,144,143 2,144,143 Tilray Wellness business 77,470 77,470 Effect of foreign exchange 40,050 63,713 Total $ 2,809,131 $ 2,832,794 |
Long-term investments
Long-term investments | 3 Months Ended |
Aug. 31, 2021 | |
Investments All Other Investments [Abstract] | |
Long-term investments | Note 7 . Long term investments Long term investments are comprised of: August 31, 2021 May 31, 2021 Debt securities classified under available-for-sale method $ 170,799 $ — Equity investments measured at fair value 10,108 12,185 Equity investments under measurement alternative 5,500 5,500 Total investments in debt and equity securities $ 186,407 $ 17,685 The Company’s debt securities under available-for-sale method include the MM Notes, described in Note 2. Basis of presentation and summary of significant accounting policies The Company’s equity investments at fair value consist of publicly traded shares and warrants held by the Company including certain warrants acquired conjunctively with the MM Notes and exercisable for equity securities of MedMen’s Class B subordinate voting shares. The Company’s equity investment under measurement alternative includes equity investments without readily determinable fair values. The following table summarizes the activity related to equity investments for the three months ended August 31, 2021. Changes in fair May 31, 2021 value recorded in Sales / purchases / August 31, 2021 Carrying value net loss other Carrying value Debt securities classified under available-for-sale method $ — — 170,799 $ 170,799 Equity investments with readily determinable value $ 12,185 (2,077 ) — $ 10,108 Equity investments without readily determinable value $ 5,500 — — $ 5,500 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 3 Months Ended |
Aug. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accounts payable and accrued liabilities | Note 8 . Accounts payable and accrued liabilities Accounts payable and accrued liabilities are comprised of: August 31, May 31, 2021 2021 Trade payables $ 61,990 $ 57,706 Accrued liabilities 85,977 112,594 Accrued payroll and employment related taxes 23,486 19,390 Income taxes payable 14,023 14,764 Accrued interest 3,440 148 Other accruals 1,297 8,211 Total $ 190,213 $ 212,813 |
Bank indebtedness
Bank indebtedness | 3 Months Ended |
Aug. 31, 2021 | |
Bank Indebtedness [Abstract] | |
Bank indebtedness | Note 9. Bank indebtedness The Company secured an operating line of credit in the amount of C$1,000 which bears interest at the lender’s prime rate plus 75 basis points. As of August 31, 2021, the Company has not drawn on the line of credit. The operating line of credit is secured by a first charge on the property at 265 Talbot St. West, Leamington, Ontario and a first ranking position on a general security agreement. The Company’s subsidiary, CC Pharma, has two operating lines of credit for €5,000 and €3,500 each, which bear interest at Euro Over Night Index Average plus 1.79% and Euro Interbank Offered Rate plus 3.682% respectively. As of August 31, 2021, a total of €7,000 ($8,413) was drawn down from the available credit of €8,500. The operating lines of credit are secured by a first charge on the inventory held by CC Pharma. The Company’s subsidiary, Four Twenty Corporation (“420”), has a revolving credit facility of $20,000 which bears interest at EURIBOR plus an applicable margin. As of August 31, 2021, the Company has not drawn any amount on the revolving line of credit. The revolving credit facility is secured by all of 420 and SweetWater’s assets and includes a corporate guarantee by a subsidiary of the Company. |
Long-term debt
Long-term debt | 3 Months Ended |
Aug. 31, 2021 | |
Long Term Debt [Abstract] | |
Long-term debt | Note 10. Long-term debt The following table sets forth the net carrying amount of long-term debt instruments: August 31, May 31, 2021 2021 Credit facility - C$80,000 - Canadian prime interest rate plus an applicable margin, 3-year term, with a 10-year amortization, repayable in blended monthly payments, due in November 2022 $ 58,730 $ 62,964 Term loan - C$25,000 - Canadian 5-year bond interest rate plus 2.73% with a minimum 4.50%, 5-year term, with a 15-year amortization, repayable in blended monthly payments, due in July 2023 13,454 14,335 Term loan - C$25,000 - 3.95%, compounded monthly, 5-year term with a 15-year amortization, repayable in equal monthly instalments of $188 including interest, due in April 2022 16,011 17,117 Term loan - C$1,250 - 3.85%, 5-year term, with a 10-year amortization, repayable in equal monthly instalments of $13 including interest, due in August 2026 538 587 Mortgage payable - C$3,750 - 3.85%, 5-year term, with a 20-year amortization, repayable in equal monthly instalments of $23 including interest, due in August 2026 2,425 2,562 Vendor take-back mortgage - C$2,850 - 6.75%, 5-year term, repayable in equal monthly instalments of $56 including interest, due in June 2021 - 92 Term loan ‐ €5,000 ‐ Euro Interbank Offered Rate + 1.79%, 5‐year term, repayable in quarterly instalments of €250 plus interest, due in December 2023 3,239 3,356 Term loan ‐ €5,000 ‐ Euro Interbank Offered Rate + 2.68%, 5‐year term, repayable in quarterly instalments of €250 plus interest, due in December 2023 3,239 3,356 Term loan ‐ €1,500 ‐ Euro Interbank Offered Rate + 2.00%, 5‐year term, repayable in quarterly instalments of €98 including interest, due in April 2025 1,767 1,831 Term loan ‐ €1,500 ‐ Euro Interbank Offered Rate + 2.00%, 5‐year term, repayable in quarterly instalments of €98 including interest, due in June 2025 1,767 1,831 Term loan - $100,000 - EUROBIR rate plus an applicable margin, 3-year term, repayable in quarterly instalments beginning March 31, 2021 of $7,500 in its first twelve months and $10,000 in each of the next two years, due in March 2024 96,250 98,138 Carrying amount of long-term debt 197,420 206,169 Unamortized financing fees (1,672 ) (2,061 ) Net carrying amount 195,748 204,108 Less principal portion included in current liabilities (30,837 ) (36,622 ) Total noncurrent portion of long-term debt $ 164,911 $ 167,486 As of August 31, 2021, the Company was in compliance with all the long-term debt covenants. |
Convertible debentures
Convertible debentures | 3 Months Ended |
Aug. 31, 2021 | |
Debt Instruments [Abstract] | |
Convertible debentures | Note 11. Convertible debentures The following table sets forth the net carrying amount of the convertible debentures: August 31, May 31, 2021 2021 5.25% Convertible Notes ("APHA 24") $ 342,499 $ 399,444 5.00% Convertible Notes ("TLRY 23") 269,147 268,180 Total $ 611,646 $ 667,624 APHA 24 August 31, May 31, 2021 2021 5.25% Contractual debenture $ 350,000 $ 350,000 Debt settlement (90,760 ) (90,760 ) Fair value adjustment 83,259 140,204 Net carrying amount of APHA 24 $ 342,499 $ 399,444 The Company estimated the fair value of the APHA 24 convertible debenture at August 31, 2021 at $ 1,321 Risk-free interest rate 0.84 % Expected volatility 70 % Expected term 2.75 years Expected dividend yield 0.0 % Expected volatility is based on the historical volatility of the Company's common stock since its initial public offering in 2018. TLRY 23 August 31, May 31, 2021 2021 5.00% Contractual debenture $ 277,856 $ 277,856 Unamortized discount (8,709 ) (9,676 ) Net carrying amount of TLRY 23 $ 269,147 $ 268,180 |
Warrant liability
Warrant liability | 3 Months Ended |
Aug. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Liability | Note 12. Warrant liability Warrants outstanding at August 31, 2021: Balance Balance Classification Exercise Price May 31, 2021 Issued Exercised August 31, 2021 Warrant – September 26, 2021 Equity 3.14 166,000 — — 166,000 Warrant – January 30, 2022 Equity 9.26 5,828,651 — — 5,828,651 Warrant – March 17, 2025 Liability 5.95 6,209,000 — — 6,209,000 12,203,651 — — 12,203,651 August 31, 2021 August 31, 2020 Weighted Weighted Number of average Number of average warrants price warrants price Outstanding, opening 12,203,651 $ 7.41 5,994,651 $ 8.91 Exercised during the period — — — — Issued during the period — — — — Cancelled during the period — — — — Expired during the period — — — — Outstanding, ending 12,203,651 $ 7.41 5,994,651 $ 8.91 The Company estimated the fair value of the Warrant liability at August 31, 2021 at $9.74 per warrant using the Black-Scholes pricing model (Level 3) with the following weighted-average assumptions Risk-free interest rate 0.84 % Expected volatility 70 % Expected term 4.05 years Expected dividend yield 0.0 % Strike price $ 5.95 Fair value of common stock $ 13.69 |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Aug. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based compensation | Note 13 . Stock-based compensation For the three months ended August 31, 2021, the total stock-based compensation was $9,417 (2020 - $2,850). The Company operates the following stock-based compensation plans: Tilray 2018 Equity Incentive Plan and Original Plan The 2018 Equity Incentive Plan (EIP) authorizes the award of stock options, restricted stock units (“RSUs”) and stock appreciation rights (“SARs”) to employees, including officers, non-employee directors and consultants and the employees and consultants of our affiliates. Certain and other service providers of the Company participate in the equity-based compensation plan of Privateer Holdings, Inc (the “Original Plan”). No stock options were granted under the EIP during the three months ended August 31, 2021, and three months ended August, 31, 2020. Stock-based activity under the EIP and Original Plan for the year ended August 31, 2021 is as follows: EIP Time-based stock option activity Weighted- Weighted- average average remaining Stock exercise contractual Aggregate Options price term (years) intrinsic value Balance, May 31, 2021 3,180,226 $ 14.19 1.3 $ 25,171 Granted — — — — Exercised (67,750 ) 7.76 — — Forfeited (112,306 ) 21.40 — — Cancelled (2,498 ) 65.20 — — Balance, August 31, 2021 2,997,672 $ 14.02 6.5 $ 15,843 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, 2021 917,545 $ 3.97 1.7 $ 11,886 Exercised (411,742 ) 3.41 — — Forfeited (4,250 ) 4.79 — — Cancelled (16,093 ) 26.30 — — Balance, August 31, 2021 485,460 $ 3.69 2.7 $ 4,954 EIP Time-based RSU activity Weighted- average Weighted- average grant-date remaining Time-based fair value contractual Aggregate RSUs per share term (years) intrinsic value Balance, May 31, 2021 1,205,243 $ 15.16 — $ 20,091 Granted 981,229 14.39 — — Vested (126,393 ) 19.52 — — Forfeited (121,295 ) 16.39 — — Cancelled — — — — Balance, August 31, 2021 1,938,784 $ 14.41 — $ 28,709 EIP Performance-based RSU activity Weighted- average Weighted- average grant-date remaining Performance-based fair value contractual Aggregate RSUs per share term (years) intrinsic value Balance, May 31, 2021 — $ — — $ — Granted 1,345,158 13.13 — 17,668 Vested — — — — Forfeited — — — — Cancelled — — — — Balance, August 31, 2021 1,345,158 $ 13.13 2.9 $ 17,668 For the three months ended August 31, 2021, the Company granted 1,345,158 Predecessor Plan – Aphria Prior to the reverse acquisition disclosed in our annual report, Aphria had established the Aphria Omnibus Incentive Plan (the “Predecessor Plan”). Following stockholder approval of the EIP, no new awards have been granted under the Predecessor Plan. In connection with the reverse acquisition Aphria stock options, Aphria RSUs and DSUs issued under the Predecessor Plan were exchanged for options, RSUs under the EIP. Stock option Predecessor plan time-based stock option activity August 31, 2021 Weighted Weighted Weighted average average average grant remaining Aggregate Number of exercise date fair contractual Intrinsic options price value term (years) Amount Balance May 31, 2021 2,499,185 $ 12.48 $ 6.51 2.4 (10,472 ) Granted — — — — — Exercised (56,301 ) 9.34 4.50 — — Forfeited (638 ) 8.95 4.15 — — Expired (405,455 ) 19.94 9.29 — — Balance, August 31, 2021 2,036,790 $ 11.08 $ 6.02 2.67 $ 5,321 Vested and exercisable, August 31, 2021 1,821,178 $ 11.17 $ 6.10 2.65 $ 4,588 During the three months ended August 31, 2021, the Company did not grant any further stock options out of the Predecessor plan. The total intrinsic values of the stock options exercised during the three months ended August 31, 2021 was $430 (2020 - $238). The total fair value of time-based stock options vested during the three months ended August 31, 2021 was $1,797 (2020 - $1,723). Predecessor plan time-based and Performance-based RSU activity August 31, 2021 Weighted Weighted average average grant - grant - date fair Performance- date fair Time- based value per based value per RSUs share RSUs share Balance, May 31, 2021 2,794,972 $ 6.88 — — Granted — — — — Exercised (1,574,381 ) 6.56 — — Forfeited (46,171 ) 15.09 — — Balance, August 31, 2021 1,174,419 $ 6.98 — — As of August 31, 2021, the total remaining unrecognized compensation expenses related to non-vested time-based RSUs amounted to $789 (2021 - $15,111), which will be amortized over the weighted-average remaining requisite service period of approximately 1.04 years (2020 – 1.85 years). The total fair value of time-based RSUs vested during the three months ended August 31, 2021 was $12,063 (2020 - $862). During the period, the Company accelerated the vesting of 679,000 RSUs to fully vested. |
Accumulated other comprehensive
Accumulated other comprehensive income (loss) | 3 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
Accumulated other comprehensive income (loss) | Note 14 . Accumulated other comprehensive income (loss) Accumulated other comprehensive loss includes the following components: Foreign currency translation gain (loss) Unrealized loss on convertible notes receivables Total Balance May 31, 2021 $ 156,417 $ (3,749 ) $ 152,668 Other comprehensive loss (100,772 ) (649 ) (101,421 ) Balance August 31, 2021 $ 55,645 $ (4,398 ) $ 51,247 |
Non-controlling interests
Non-controlling interests | 3 Months Ended |
Aug. 31, 2021 | |
Text Block [Abstract] | |
Non-controlling interests | Note 15. Non-controlling interests The following tables summarize the information relating to the Company’s subsidiaries, Superhero LP, CC Pharma Nordic ApS, Aphria Diamond, and ColCanna S.A.S. before intercompany eliminations. Non-controlling interests as of August 31, 2021: Superhero CC Pharma Aphria ColCanna August 31, LP Nordic ApS Diamond S.A.S. 2021 Current assets $ 52,995 $ 951 $ 26,058 $ 527 $ 80,531 Non-current assets 170,799 132 156,839 141,387 469,157 Current liabilities (170,799 ) (1,033 ) (16,047 ) (66 ) (187,945 ) Non-current liabilities — (392 ) (80,543 ) (23,581 ) (104,516 ) Net assets $ 52,995 $ (343 ) $ 86,307 $ 118,267 $ 257,227 Non-controlling interests as of May 31, 2021: CC Pharma Aphria ColCanna May 31, Nordic ApS Diamond S.A.S. 2021 Current assets $ 919 $ 19,531 $ 315 $ 20,765 Non-current assets 103 153,696 146,587 300,386 Current liabilities (956 ) (28,511 ) (62 ) (29,529 ) Non-current liabilities (406 ) (69,332 ) (6,606 ) (76,344 ) Net assets $ (340 ) $ 75,384 $ 140,234 $ 215,278 Non-controlling interests for the three months ended August 31, 2021: Superhero CC Pharma Aphria ColCanna August 31, LP Nordic ApS Diamond S.A.S. 2021 Revenue $ — $ — $ 20,325 $ — $ 20,325 Total expenses — 4 13,274 2 13,280 Net (loss) income — (4 ) 7,051 (2 ) 7,045 Other comprehensive (loss) income — — — — — Net comprehensive income $ — $ (4 ) $ 7,051 $ (2 ) $ 7,045 Non-controlling interests for the three months ended August 31, 2020: CC Pharma Aphria ColCanna August 31, Nordic ApS Diamond S.A.S. 2020 Revenue $ — $ 30,035 $ — $ 30,035 Total expenses (recovery) — 17,675 (239 ) 17,436 Net (loss) income — 12,360 239 12,599 Other comprehensive (loss) income — — — — Net comprehensive income $ — $ 12,360 $ 239 $ 12,599 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Aug. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 16. Commitments and contingencies Purchase and other commitments The Company has payments on long-term debt (refer to Note 10 Long-term debt Convertible Debentures Total 2022 (remaining nine months) 2023 2024 2025 2026 Thereafter Long-term debt repayment $ 198,253 $ 32,981 $ 78,820 $ 80,838 $ 2,157 $ 2,516 $ 941 Convertible notes, principal and interest 571,989 13,893 13,893 284,803 259,400 — — ABG finance liability 6,000 1,500 1,500 1,500 1,500 — — Material purchase obligations 29,523 24,222 4,185 937 179 — — Construction commitments 2,012 2,012 — — — — — Total $ 807,776 $ 74,608 $ 98,398 $ 368,077 $ 263,236 $ 2,516 $ 941 Escrow payable was settled on September 17, 2021, when the Company issued 9,817,061 shares of its common stock, while non-controlling interest holders contributed cash. The following table presents the future undiscounted payment associated with lease liabilities as of August 31, 2021: Operating Finance leases leases 2022 (remaining nine months) 3,832 1,672 2023 4,437 7,088 2024 3,840 2,061 2025 3,321 2,122 2026 3,472 2,186 Thereafter 8,522 39,586 Total minimum lease payments $ 27,423 $ 54,715 Imputed interest (5,778 ) (19,167 ) Obligations recognized $ 21,645 $ 35,548 |
Net revenue
Net revenue | 3 Months Ended |
Aug. 31, 2021 | |
Revenues [Abstract] | |
Net revenue | Note 17. Net revenue The Company reports four segments: cannabis, distribution, beverage alcohol and wellness, in accordance with ASC 280 Segment Reporting. The Company generates revenues from these segments through contracts with customers, each with a single performance obligation, being the sale of products. The Company determines that revenue information disclosed in business segment information in (Note 22 Segment reporting) Net revenue is comprised of: For the three months ended August 31. 2021 2020 Cannabis revenue $ 89,933 $ 67,120 Cannabis excise taxes (19,484 ) (15,918 ) Net cannabis revenue 70,449 51,202 Beverage alcohol revenue 16,483 — Beverage alcohol excise taxes (1,022 ) — Net beverage alcohol revenue 15,461 — Distribution revenue 67,186 66,288 Wellness revenue 14,927 — Total $ 168,023 $ 117,490 |
Cost of goods sold
Cost of goods sold | 3 Months Ended |
Aug. 31, 2021 | |
Cost Of Goods And Services Sold [Abstract] | |
Cost of goods sold | Note 18. Cost of goods sold Cost of goods sold is comprised of: For the three months ended August 31, 2021 2020 Cannabis costs $ 40,190 $ 25,775 Beverage alcohol costs 6,662 — Distribution costs 59,290 56,770 Wellness costs 10,925 — Total $ 117,068 $ 82,545 |
General and administrative expe
General and administrative expenses | 3 Months Ended |
Aug. 31, 2021 | |
General And Administrative Expense [Abstract] | |
General and administrative expenses | Note 19. General and administrative expenses General and administrative expenses are comprised of: For the three months ended August 31, 2021 2020 Executive compensation $ 3,090 $ 2,250 Office and general 12,769 4,421 Salaries and wages 15,311 9,343 Stock-based compensation 9,417 2,850 Insurance 4,631 3,206 Professional fees 2,713 2,935 Travel and accommodation 790 727 Rent 766 240 Total $ 49,487 $ 25,972 |
Non-operating income (expense)
Non-operating income (expense) | 3 Months Ended |
Aug. 31, 2021 | |
Nonoperating Income Expense [Abstract] | |
Non-operating income (expense) | Note 20. Non-operating income (expense) Non-operating income (expense) is comprised of: For the three months ended August 31, 2021 2020 Change in fair value of convertible debenture $ 39,370 $ 340 Change in fair value of warrant liability 17,535 — Foreign exchange loss (5,724 ) (16,331 ) Loss on long-term investments (1,675 ) (1,120 ) Gain from equity investees 1,356 — Other non-operating (losses) gains, net (2,002 ) 3,752 Total $ 48,860 $ (13,359 ) |
Financial risk management and f
Financial risk management and financial instruments | 3 Months Ended |
Aug. 31, 2021 | |
Financial Risk Management And Financial Instruments [Abstract] | |
Financial risk management and financial instruments | Note 2 1 . Financial risk management and financial instruments Financial instruments The Company Significant accounting policies The carrying The Company’s long-term debt of $18,974 (2021 - $20,358) is subject to fixed interest rates. The Company’s long-term debt is valued based on discounting the future cash outflows associated with the long-term debt. The discount rate is based on the incremental premium above market rates for Government of Canada securities of similar duration. In each period thereafter, the incremental premium is held constant while the Government of Canada security is based on the then current market value to derive the discount rate. Fair value hierarchy The Company complies with ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of August 31, 2021 and May 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: August 31, Level 1 Level 2 Level 3 2021 Financial assets Cash and cash equivalents $ 376,297 $ — $ — $ 376,297 Convertible notes receivable — 2,370 — 2,370 Long-term investments 7,174 173,733 — 180,907 Financial liabilities Warrant liability — — 60,476 60,476 Contingent consideration — — 61,494 61,494 APHA 24 Convertible debenture — — 342,499 342,499 Total recurring fair value measurements $ 383,471 $ 176,103 $ 464,468 $ 1,024,042 May 31, Level 1 Level 2 Level 3 2021 Financial assets Cash and cash equivalents $ 488,466 — — $ 488,466 Convertible notes receivable — 2,485 — 2,485 Long-term investments 9,251 2,934 — 12,185 Financial liabilities Warrant liability — — 78,168 78,168 Contingent consideration — — 60,657 60,657 APHA 24 Convertible debenture — — 399,444 399,444 Total recurring fair value measurements $ 497,717 $ 5,419 $ 538,269 $ 1,041,405 The financial assets and liabilities required to be measured on a recurring basis are its equity consideration, and warrant liability. Convertible notes receivable and long-term investments recorded at fair value: The estimated fair value is determined using quoted market prices, broker or dealer quotations or discounted cash flows and is classified as Level 2. Warrant : The warrants associated with the warrant liability are classified as Level 3 derivatives. Consequently, the estimated fair value of the warrant liability is determined using the Black-Scholes pricing model. Until the warrants are exercised, expire, or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity, the warrant liability (which relates to warrants to purchase shares of common stock) is marked-to-market each reporting period with the change in fair value recorded in change in fair value of warrant liability. Any significant adjustments to the unobservable inputs disclosed in the table below would have a direct impact on the fair value of the warrant liability. APHA 24: This is held at fair value. The estimated fair value is determined using the Black-Scholes option pricing model and is classified as Level 3. Contingent : The contingent consideration from the acquisition of SweetWater is determined by discounting future expected cash outflows at a discount rate of 5%. The inputs into the future expected cash outflows are classified as Level 3 The balances APHA 24 Convertible Warrant Contingent Debt Liability Consideration Total Balance, May 31, 2021 (399,444 ) (78,168 ) (60,657 ) (538,269 ) Additions — — — — Disposals — — — — Unrealized gain (loss) on fair value 56,945 17,692 (837 ) 73,800 Balance, August 31, 2021 (342,499 ) (60,476 ) (61,494 ) (464,469 ) The unrealized the Convertible Debenture and the warrant liability is recognized in non-operating income (loss) using the following inputs: Financial asset / financial liability Valuation technique Significant unobservable input Inputs APHA Convertible debentures Black-Scholes Volatility, expected life 70% 3 years Warrant liability Black-Scholes Volatility, expected life 70% 4 years Contingent consideration Discounted cash flows Discount rate, achievement 5% 100% Items measured at fair value on a non-recurring basis The Company's 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 August 31, 2021, is the carrying amount of cash and cash equivalents, accounts receivable, prepaids and other current assets, and convertible notes receivable. All cash and cash equivalents are placed with major financial institutions in Canada, Australia, Portugal, Germany, Colombia, Argentina and the United States. 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. Due to the uncertainties associated with COVID-19, the Company may be unable to accurately predict the creditworthiness of its counterparties and their ability to meet their obligations. This may result in unforeseen additional credit losses. (b) Liquidity risk As of August 31, 2021, the Company’s financial liabilities consist of bank indebtedness and accounts payable and accrued liabilities, which have contractual maturity dates within one-year, long-term debt, and convertible debentures which have contractual maturities over the next five years. The Company maintains a debt service charge covenant on certain loans secured by its Aphria One facilities that is measured at year-end only. The Company maintains debt service charge and leverage covenants on certain loans secured by its Aphria Diamond facilities and 420 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 anticipate being in breach of any of its financial covenants. The Company manages its liquidity risk by reviewing its capital requirements on an ongoing basis. Based on the Company’s working capital position at August 31, 2021, management regards liquidity risk to be low. (c) Currency rate risk As of August 31, 2021, a portion of the Company’s financial assets and liabilities held in Canadian dollars and Euros consist of cash and cash equivalents, convertible notes receivable, and long-term investments. The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by transacting, to the greatest extent possible, with third parties in the functional currency. The Company is exposed to currency rate risk in other comprehensive income, relating to foreign subsidiaries which operate in a foreign currency. The Company does not currently use foreign exchange contracts to hedge its exposure of its foreign currency cash flows as management has determined that this risk is not significant at this point in time. (d) Interest rate price risk The Company’s exposure to changes in interest rates relates primarily to the Company’s outstanding debt. The Company manages interest rate risk by restricting the type of investments and varying the terms of maturity and issuers of marketable securities. Varying the terms to maturity reduces the sensitivity of the portfolio to the impact of interest rate fluctuations. (e) Equity price risks As of August 31, 2021, the Company held long-term equity investments at fair value and equity investments under the measurement alternative. These investment in equities were acquired as part of our strategic transactions. Accordingly, the changes in fair values of investment in equities measured at fair value or under the measurement alternative are recognized through gain (loss) on long-term investment in the statements of net loss and comprehensive loss. Based on the fair value of investment in equities held as of August 31, 2021, a hypothetical decrease of 10% in the prices for these companies would reduce the fair values of the investments and result in unrealized loss recorded in gain (loss) on long-term investment by $18,641. Similarly, based on the fair value of our warrant liability as of August 31, 2021, a hypothetical increase of 10% in the price for our common stock would increase the change in fair value of warrant liability and result in unrealized gain recorded in non-operating income by $6,047. (f) 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 issue new shares, issue new debt, or acquire or dispose of assets. The Company is not subject to externally imposed capital requirements. 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 changes to the Company’s capital management approach in the year. The Company considers its cash and cash equivalents and marketable securities as capital. |
Segment reporting
Segment reporting | 3 Months Ended |
Aug. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment reporting | Note 2 2 . Segment reporting Information reported to the Chief Operating Decision Maker (“CODM”) for the purpose of resource allocation and assessment of segment performance focuses on the nature of the operations. The Company operates in four segments. 1) cannabis operations, which encompasses the production, distribution and sale of both medical and adult-use cannabis, 2) beverage alcohol operations, which encompasses cultivation, distribution and sale of beverage alcohol products, 3) distribution operations, which encompasses the purchase and resale of pharmaceuticals products to customers, and 4) wellness products, which encompasses hemp foods and cannabidiol (“CBD”) products. Operating segments have not been aggregated and no asset information is provided for the segments because the Company’s CODM does not receive asset information by segment on a regular basis. While the Company reported “business under development” as a fifth operating segment in its previous Annual Report, management determined that this no longer met the definition of an operating segment. The Company will continually review its operations and reporting structure in order to disclose its operating segments. Segment net revenue from external customers: For the three months ended August 31, 2021 2020 Cannabis business $ 70,449 $ 51,202 Distribution business 67,186 66,288 Beverage alcohol business 15,461 — Wellness business 14,927 — Total $ 168,023 $ 117,490 Segment gross profit from external customers: For the three months ended August 31, 2021 2020 Cannabis business $ 30,258 $ 25,427 Distribution business 7,896 9,518 Beverage alcohol business 8,799 — Wellness business 4,002 — Total $ 50,955 $ 34,945 Channels of Cannabis revenue were as follows: For the three months ended August 31, 2021 2020 Revenue from medical cannabis products $ 8,374 $ 6,380 Revenue from adult-use cannabis products 69,593 56,948 Revenue from wholesale cannabis products 1,700 3,792 Revenue from international cannabis products 10,266 — Less excise taxes (19,484 ) (15,918 ) Total $ 70,449 $ 51,202 Geographic net revenue: For the three months ended August 31, 2021 2020 North America $ 90,543 $ 51,192 EMEA 76,009 65,077 Latin America 1,471 1,221 Total $ 168,023 $ 117,490 Geographic capital assets: August 31, 2021 May 31, 2021 North America $ 477,278 $ 504,575 EMEA 139,958 140,838 Latin America 4,103 5,285 Total $ 621,339 $ 650,698 Major customers are defined as customers that each individually account for greater than 10% of the Company’s annual revenues. For the three months ended August 31, 2021 and 2020, there were no major customers representing greater than 10% of our annual revenues. |
Basis of presentation and sum_2
Basis of presentation and summary of significant accounting policies (Policies) | 3 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of consolidation | Basis of consolidation Subsidiaries are entities controlled by the Company. Control exists when the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. A complete list of our subsidiaries that existed prior to our most recent year end is included in the Company's Annual Report for the year ended May 31, 2021 filed in Form 10-K with the U.S. Securities and Exchange Commission on July 28, 2021 (“Annual Report”). O n August 13, 2021, the Company and other investors convertible notes (the “MM Notes”) originally issued by MedMen Enterprises Inc. (“MedMen”) and certain warrants (the “MM Warrants”) to acquire Class B subordinate voting shares of Medmen (the “MedMen Shares”) issued in connection with the original issuance of the MM Notes. The MM Notes mature on August 17, 2028 . Pursuant to an Assignment and Assumption Agreement dated as of August 17, 2021, SH Acquisition completed its acquisition (the “MM Transaction”) of the MM Notes and MM Warrants from certain funds affiliated with Gotham Green Partners. As partial consideration for the MM Notes and MM Warrants, on September 17, 2021, the Company issued 9,817,061 shares of its common stock. The balance of the consideration for the MM Notes and MM Warrants was paid in cash by the other partners of SH Acquisition. The Company’s interest in SH Acquisition represents its right to 68% of the MM Notes and related MM Warrants held by SH Acquisition, which are convertible into approximately 21% of the MedMen Shares outstanding upon closing of the MM Transaction. The Company’s ability to convert the MM Notes and exercise the MM Warrants is dependent upon federal laws in the United States being amended to permit the general cultivation, distribution and possession of cannabis (a “Triggering Event”) or the Company’s waiver of the need for a Triggering Event and the receipt of any additional regulatory approvals. The Company is a limited partner under the SH Acquisition partnership agreement; however, material events conducted by the partnership require the approval of the Company, and the Company has the ability to appoint two of the three board of directors of the general partner of the partnership. As a result, we have consolidated SH Acquisition as a subsidiary of Tilray beginning on August 17, 2021. Long-term investments. |
Long-term investments | Long-term investments Debt securities are classified as available-for-sale and are recorded at fair value and are subject to impairment testing. Other than impairment losses, unrealized gains and losses during the period, 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. Upon sale, realized gain and losses are reported in net income. Debt securities are impaired when a decline in fair value is determined to be other-than-temporary. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, credit quality of debt instrument issuers, and the duration and extent to which the fair value is less than cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the statements of net loss and a new cost basis for the investment is established. The Company also evaluates whether there is a plan to sell the security or it is more likely than not that the Company will be required to sell the security before recovery. If neither of the conditions exist, then only the portion of the impairment loss attributable to credit loss is recorded in the statements of net loss and the remaining amount is recorded in other comprehensive income (loss). Investments in equity securities of entities over which the Company does not have a controlling financial interest or significant influence are accounted for at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments (referred to as the “measurement alternative”). In applying the measurement alternative, the Company performs a qualitative assessment on a quarterly basis and recognizes an impairment if there are sufficient indicators that the fair value of the equity investments are less than carrying values. Changes in value are recorded in the statement of net loss and comprehensive loss, within the line, “Non-operating income (expense)”. Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the equity method, with the Company’s share of earnings or losses reported in earnings or losses from equity method investments on the statements of net loss and comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses, and impairment, if any, within “Interest in Equity Investees” on the balance sheets. The Company assesses investments in equity method investments when events or circumstances indicate that the carrying amount of the investment may be impaired. If it is determined that the current fair value of an equity method investment is less than the carrying value of the investment, the Company will assess if the shortfall is other than temporary (OTTI). Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity investee to sustain an earnings capacity that would justify the carrying amount of the investment. Once a determination is made that an OTTI exists, the investment is written down to its fair value in accordance with ASC 820 at the reporting date, which establishes a new cost basis. |
New accounting pronouncements recently adopted/ not yet adopted | New accounting pronouncements not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity accounting for convertible instruments and to provide financial statement users with more meaningful information. ASU 2020-06 is effective for the Company beginning June 1, 2022. This update may be applied retrospectively or on a modified retrospective basis with the cumulative effect recognized as an adjustment to the opening balance of retained earnings on the date of adoption. The Company is currently evaluating the effect of adopting this ASU . In May 2021, the FASB issued ASU 2021-04, Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) New accounting pronouncements recently adopted In December – In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is comprised of: August 31, 2021 May 31, 2021 Plants $ 19,605 $ 23,083 Dried cannabis 113,180 118,269 Cannabis trim 3,448 2,931 Cannabis derivatives 38,613 24,158 Cannabis vapes 3,543 3,791 Packaging and other inventory items 25,595 31,462 Wellness inventory 14,042 15,171 Beverage alcohol inventory 4,796 5,402 Distribution inventory 28,685 32,162 Total $ 251,507 $ 256,429 |
Capital assets (Tables)
Capital assets (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Capital Asset | Capital asset consisted of the following: August 31, 2021 May 31, 2021 Land $ 31,467 $ 28,549 Production facility 413,711 346,510 Equipment 231,290 215,408 Leasehold improvement 7,477 17,059 ROU-assets under finance lease 35,290 34,726 Construction in progress 19,174 85,322 $ 738,408 $ 727,574 Less: accumulated amortization (117,070 ) (76,876 ) Total $ 621,339 $ 650,698 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following items: Intellectual Customer property, relationships Licenses, Non- trademarks, Total & distribution permits & compete know how intangible channel applications agreements & brands assets Cost At May 31, 2021 $ 239,810 $ 414,930 $ 12,453 $ 990,917 $ 1,658,110 Additions — 182 — 856 1,038 Effect of foreign exchange (9,300 ) (17,346 ) (659 ) (51,738 ) (79,043 ) At August 31, 2021 $ 230,510 397,766 11,794 940,035 $ 1,580,105 Accumulated amortization At May 31, 2021 $ 18,302 1,167 4,299 28,424 $ 52,192 Amortization 9,466 116 833 14,684 25,099 At August 31, 2021 $ 27,768 $ 1,283 $ 5,132 $ 43,108 $ 77,291 Net book value at May 31, 2021 $ 221,508 $ 413,763 $ 8,154 $ 962,493 $ 1,605,918 Net book value at August 31, 2021 $ 202,742 $ 396,483 $ 6,662 $ 896,927 $ 1,502,814 |
Schedule of Estimated Amortization Expense | Expected future amortization expense for intangible assets as of August 31, 2021 are as follows: Amortization 2022 (remaining nine months) $ 48,820 2023 67,556 2024 64,084 2025 61,297 2026 61,297 Thereafter 791,760 Total $ 1,094,814 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Goodwill Disclosure [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill | The following table shows the change in the carrying amount of goodwill: August 31, May 31, Segment 2021 2021 Broken Coast Cannabis Ltd. Cannabis business $ 105,963 $ 105,963 Nuuvera Corp. Cannabis business 273,606 273,606 LATAM Holdings Inc. Cannabis business 63,239 63,239 CC Pharma GmbH Distribution business 4,458 4,458 SweetWater Beverage alcohol business 100,202 100,202 Tilray Cannabis business 2,144,143 2,144,143 Tilray Wellness business 77,470 77,470 Effect of foreign exchange 40,050 63,713 Total $ 2,809,131 $ 2,832,794 |
Long-term investments (Tables)
Long-term investments (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Investments All Other Investments [Abstract] | |
Schedule of Long-term Investments | Long term investments are comprised of: August 31, 2021 May 31, 2021 Debt securities classified under available-for-sale method $ 170,799 $ — Equity investments measured at fair value 10,108 12,185 Equity investments under measurement alternative 5,500 5,500 Total investments in debt and equity securities $ 186,407 $ 17,685 |
Summary of Activity Related to Equity Investments | The following table summarizes the activity related to equity investments for the three months ended August 31, 2021. Changes in fair May 31, 2021 value recorded in Sales / purchases / August 31, 2021 Carrying value net loss other Carrying value Debt securities classified under available-for-sale method $ — — 170,799 $ 170,799 Equity investments with readily determinable value $ 12,185 (2,077 ) — $ 10,108 Equity investments without readily determinable value $ 5,500 — — $ 5,500 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities are comprised of: August 31, May 31, 2021 2021 Trade payables $ 61,990 $ 57,706 Accrued liabilities 85,977 112,594 Accrued payroll and employment related taxes 23,486 19,390 Income taxes payable 14,023 14,764 Accrued interest 3,440 148 Other accruals 1,297 8,211 Total $ 190,213 $ 212,813 |
Long-term debt (Tables)
Long-term debt (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Long Term Debt [Abstract] | |
Schedule of Net Carrying Amount of Long-term Debt Instruments | The following table sets forth the net carrying amount of long-term debt instruments: August 31, May 31, 2021 2021 Credit facility - C$80,000 - Canadian prime interest rate plus an applicable margin, 3-year term, with a 10-year amortization, repayable in blended monthly payments, due in November 2022 $ 58,730 $ 62,964 Term loan - C$25,000 - Canadian 5-year bond interest rate plus 2.73% with a minimum 4.50%, 5-year term, with a 15-year amortization, repayable in blended monthly payments, due in July 2023 13,454 14,335 Term loan - C$25,000 - 3.95%, compounded monthly, 5-year term with a 15-year amortization, repayable in equal monthly instalments of $188 including interest, due in April 2022 16,011 17,117 Term loan - C$1,250 - 3.85%, 5-year term, with a 10-year amortization, repayable in equal monthly instalments of $13 including interest, due in August 2026 538 587 Mortgage payable - C$3,750 - 3.85%, 5-year term, with a 20-year amortization, repayable in equal monthly instalments of $23 including interest, due in August 2026 2,425 2,562 Vendor take-back mortgage - C$2,850 - 6.75%, 5-year term, repayable in equal monthly instalments of $56 including interest, due in June 2021 - 92 Term loan ‐ €5,000 ‐ Euro Interbank Offered Rate + 1.79%, 5‐year term, repayable in quarterly instalments of €250 plus interest, due in December 2023 3,239 3,356 Term loan ‐ €5,000 ‐ Euro Interbank Offered Rate + 2.68%, 5‐year term, repayable in quarterly instalments of €250 plus interest, due in December 2023 3,239 3,356 Term loan ‐ €1,500 ‐ Euro Interbank Offered Rate + 2.00%, 5‐year term, repayable in quarterly instalments of €98 including interest, due in April 2025 1,767 1,831 Term loan ‐ €1,500 ‐ Euro Interbank Offered Rate + 2.00%, 5‐year term, repayable in quarterly instalments of €98 including interest, due in June 2025 1,767 1,831 Term loan - $100,000 - EUROBIR rate plus an applicable margin, 3-year term, repayable in quarterly instalments beginning March 31, 2021 of $7,500 in its first twelve months and $10,000 in each of the next two years, due in March 2024 96,250 98,138 Carrying amount of long-term debt 197,420 206,169 Unamortized financing fees (1,672 ) (2,061 ) Net carrying amount 195,748 204,108 Less principal portion included in current liabilities (30,837 ) (36,622 ) Total noncurrent portion of long-term debt $ 164,911 $ 167,486 |
Convertible debentures (Tables)
Convertible debentures (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Debt Instrument [Line Items] | |
Schedule of Estimated Fair Value of Convertible Debenture / Warrant Liability | The Company estimated the fair value of the Warrant liability at August 31, 2021 at $9.74 per warrant using the Black-Scholes pricing model (Level 3) with the following weighted-average assumptions Risk-free interest rate 0.84 % Expected volatility 70 % Expected term 4.05 years Expected dividend yield 0.0 % Strike price $ 5.95 Fair value of common stock $ 13.69 The unrealized the Convertible Debenture and the warrant liability is recognized in non-operating income (loss) using the following inputs: Financial asset / financial liability Valuation technique Significant unobservable input Inputs APHA Convertible debentures Black-Scholes Volatility, expected life 70% 3 years Warrant liability Black-Scholes Volatility, expected life 70% 4 years Contingent consideration Discounted cash flows Discount rate, achievement 5% 100% |
Convertible Debentures | |
Debt Instrument [Line Items] | |
Summary of Convertible Notes Receivable | The following table sets forth the net carrying amount of the convertible debentures: August 31, May 31, 2021 2021 5.25% Convertible Notes ("APHA 24") $ 342,499 $ 399,444 5.00% Convertible Notes ("TLRY 23") 269,147 268,180 Total $ 611,646 $ 667,624 |
APHA 24 | |
Debt Instrument [Line Items] | |
Summary of Convertible Notes Receivable | APHA 24 August 31, May 31, 2021 2021 5.25% Contractual debenture $ 350,000 $ 350,000 Debt settlement (90,760 ) (90,760 ) Fair value adjustment 83,259 140,204 Net carrying amount of APHA 24 $ 342,499 $ 399,444 |
Schedule of Estimated Fair Value of Convertible Debenture / Warrant Liability | The Company estimated the fair value of the APHA 24 convertible debenture at August 31, 2021 at $ 1,321 Risk-free interest rate 0.84 % Expected volatility 70 % Expected term 2.75 years Expected dividend yield 0.0 % |
TLRY 23 | |
Debt Instrument [Line Items] | |
Summary of Convertible Notes Receivable | TLRY 23 August 31, May 31, 2021 2021 5.00% Contractual debenture $ 277,856 $ 277,856 Unamortized discount (8,709 ) (9,676 ) Net carrying amount of TLRY 23 $ 269,147 $ 268,180 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Schedule of Warrants Outstanding | Warrants outstanding at August 31, 2021: Balance Balance Classification Exercise Price May 31, 2021 Issued Exercised August 31, 2021 Warrant – September 26, 2021 Equity 3.14 166,000 — — 166,000 Warrant – January 30, 2022 Equity 9.26 5,828,651 — — 5,828,651 Warrant – March 17, 2025 Liability 5.95 6,209,000 — — 6,209,000 12,203,651 — — 12,203,651 August 31, 2021 August 31, 2020 Weighted Weighted Number of average Number of average warrants price warrants price Outstanding, opening 12,203,651 $ 7.41 5,994,651 $ 8.91 Exercised during the period — — — — Issued during the period — — — — Cancelled during the period — — — — Expired during the period — — — — Outstanding, ending 12,203,651 $ 7.41 5,994,651 $ 8.91 |
Schedule of Estimated Fair Value of Convertible Debenture / Warrant Liability | The Company estimated the fair value of the Warrant liability at August 31, 2021 at $9.74 per warrant using the Black-Scholes pricing model (Level 3) with the following weighted-average assumptions Risk-free interest rate 0.84 % Expected volatility 70 % Expected term 4.05 years Expected dividend yield 0.0 % Strike price $ 5.95 Fair value of common stock $ 13.69 The unrealized the Convertible Debenture and the warrant liability is recognized in non-operating income (loss) using the following inputs: Financial asset / financial liability Valuation technique Significant unobservable input Inputs APHA Convertible debentures Black-Scholes Volatility, expected life 70% 3 years Warrant liability Black-Scholes Volatility, expected life 70% 4 years Contingent consideration Discounted cash flows Discount rate, achievement 5% 100% |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Tilray 2018 Equity Incentive Plan and Original Plan | EIP Original Plan and Time-based RSU | |
Schedule of Stock Option Activity | Stock-based activity under the EIP and Original Plan for the year ended August 31, 2021 is as follows: EIP Time-based stock option activity Weighted- Weighted- average average remaining Stock exercise contractual Aggregate Options price term (years) intrinsic value Balance, May 31, 2021 3,180,226 $ 14.19 1.3 $ 25,171 Granted — — — — Exercised (67,750 ) 7.76 — — Forfeited (112,306 ) 21.40 — — Cancelled (2,498 ) 65.20 — — Balance, August 31, 2021 2,997,672 $ 14.02 6.5 $ 15,843 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, 2021 917,545 $ 3.97 1.7 $ 11,886 Exercised (411,742 ) 3.41 — — Forfeited (4,250 ) 4.79 — — Cancelled (16,093 ) 26.30 — — Balance, August 31, 2021 485,460 $ 3.69 2.7 $ 4,954 EIP Time-based RSU activity Weighted- average Weighted- average grant-date remaining Time-based fair value contractual Aggregate RSUs per share term (years) intrinsic value Balance, May 31, 2021 1,205,243 $ 15.16 — $ 20,091 Granted 981,229 14.39 — — Vested (126,393 ) 19.52 — — Forfeited (121,295 ) 16.39 — — Cancelled — — — — Balance, August 31, 2021 1,938,784 $ 14.41 — $ 28,709 EIP Performance-based RSU activity Weighted- average Weighted- average grant-date remaining Performance-based fair value contractual Aggregate RSUs per share term (years) intrinsic value Balance, May 31, 2021 — $ — — $ — Granted 1,345,158 13.13 — 17,668 Vested — — — — Forfeited — — — — Cancelled — — — — Balance, August 31, 2021 1,345,158 $ 13.13 2.9 $ 17,668 |
Predecessor Plan | Time-based Stock Options | Aphria | |
Schedule of Stock Option Activity | Stock option Predecessor plan time-based stock option activity August 31, 2021 Weighted Weighted Weighted average average average grant remaining Aggregate Number of exercise date fair contractual Intrinsic options price value term (years) Amount Balance May 31, 2021 2,499,185 $ 12.48 $ 6.51 2.4 (10,472 ) Granted — — — — — Exercised (56,301 ) 9.34 4.50 — — Forfeited (638 ) 8.95 4.15 — — Expired (405,455 ) 19.94 9.29 — — Balance, August 31, 2021 2,036,790 $ 11.08 $ 6.02 2.67 $ 5,321 Vested and exercisable, August 31, 2021 1,821,178 $ 11.17 $ 6.10 2.65 $ 4,588 |
Predecessor Plan | Time-based and Performance-based RSU | Aphria | |
Schedule of Time-based and Performance-based RSU Activity | Predecessor plan time-based and Performance-based RSU activity August 31, 2021 Weighted Weighted average average grant - grant - date fair Performance- date fair Time- based value per based value per RSUs share RSUs share Balance, May 31, 2021 2,794,972 $ 6.88 — — Granted — — — — Exercised (1,574,381 ) 6.56 — — Forfeited (46,171 ) 15.09 — — Balance, August 31, 2021 1,174,419 $ 6.98 — — |
Accumulated other comprehensi_2
Accumulated other comprehensive income (loss) (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss includes the following components: Foreign currency translation gain (loss) Unrealized loss on convertible notes receivables Total Balance May 31, 2021 $ 156,417 $ (3,749 ) $ 152,668 Other comprehensive loss (100,772 ) (649 ) (101,421 ) Balance August 31, 2021 $ 55,645 $ (4,398 ) $ 51,247 |
Non-controlling interests (Tabl
Non-controlling interests (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Text Block [Abstract] | |
Summary of Information Relating to Company's Subsidiaries | The following tables summarize the information relating to the Company’s subsidiaries, Superhero LP, CC Pharma Nordic ApS, Aphria Diamond, and ColCanna S.A.S. before intercompany eliminations. Non-controlling interests as of August 31, 2021: Superhero CC Pharma Aphria ColCanna August 31, LP Nordic ApS Diamond S.A.S. 2021 Current assets $ 52,995 $ 951 $ 26,058 $ 527 $ 80,531 Non-current assets 170,799 132 156,839 141,387 469,157 Current liabilities (170,799 ) (1,033 ) (16,047 ) (66 ) (187,945 ) Non-current liabilities — (392 ) (80,543 ) (23,581 ) (104,516 ) Net assets $ 52,995 $ (343 ) $ 86,307 $ 118,267 $ 257,227 Non-controlling interests as of May 31, 2021: CC Pharma Aphria ColCanna May 31, Nordic ApS Diamond S.A.S. 2021 Current assets $ 919 $ 19,531 $ 315 $ 20,765 Non-current assets 103 153,696 146,587 300,386 Current liabilities (956 ) (28,511 ) (62 ) (29,529 ) Non-current liabilities (406 ) (69,332 ) (6,606 ) (76,344 ) Net assets $ (340 ) $ 75,384 $ 140,234 $ 215,278 Non-controlling interests for the three months ended August 31, 2021: Superhero CC Pharma Aphria ColCanna August 31, LP Nordic ApS Diamond S.A.S. 2021 Revenue $ — $ — $ 20,325 $ — $ 20,325 Total expenses — 4 13,274 2 13,280 Net (loss) income — (4 ) 7,051 (2 ) 7,045 Other comprehensive (loss) income — — — — — Net comprehensive income $ — $ (4 ) $ 7,051 $ (2 ) $ 7,045 Non-controlling interests for the three months ended August 31, 2020: CC Pharma Aphria ColCanna August 31, Nordic ApS Diamond S.A.S. 2020 Revenue $ — $ 30,035 $ — $ 30,035 Total expenses (recovery) — 17,675 (239 ) 17,436 Net (loss) income — 12,360 239 12,599 Other comprehensive (loss) income — — — — Net comprehensive income $ — $ 12,360 $ 239 $ 12,599 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Purchase and Other Commitments Maturities | The Company has payments on long-term debt (refer to Note 10 Long-term debt Convertible Debentures Total 2022 (remaining nine months) 2023 2024 2025 2026 Thereafter Long-term debt repayment $ 198,253 $ 32,981 $ 78,820 $ 80,838 $ 2,157 $ 2,516 $ 941 Convertible notes, principal and interest 571,989 13,893 13,893 284,803 259,400 — — ABG finance liability 6,000 1,500 1,500 1,500 1,500 — — Material purchase obligations 29,523 24,222 4,185 937 179 — — Construction commitments 2,012 2,012 — — — — — Total $ 807,776 $ 74,608 $ 98,398 $ 368,077 $ 263,236 $ 2,516 $ 941 |
Summary of Future Undiscounted Payment Associated with Lease Liabilities | The following table presents the future undiscounted payment associated with lease liabilities as of August 31, 2021: Operating Finance leases leases 2022 (remaining nine months) 3,832 1,672 2023 4,437 7,088 2024 3,840 2,061 2025 3,321 2,122 2026 3,472 2,186 Thereafter 8,522 39,586 Total minimum lease payments $ 27,423 $ 54,715 Imputed interest (5,778 ) (19,167 ) Obligations recognized $ 21,645 $ 35,548 |
Net revenue (Tables)
Net revenue (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Revenues [Abstract] | |
Summary of Net Revenue | Net revenue is comprised of: For the three months ended August 31. 2021 2020 Cannabis revenue $ 89,933 $ 67,120 Cannabis excise taxes (19,484 ) (15,918 ) Net cannabis revenue 70,449 51,202 Beverage alcohol revenue 16,483 — Beverage alcohol excise taxes (1,022 ) — Net beverage alcohol revenue 15,461 — Distribution revenue 67,186 66,288 Wellness revenue 14,927 — Total $ 168,023 $ 117,490 |
Cost of Goods Sold (Tables)
Cost of Goods Sold (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Cost Of Goods And Services Sold [Abstract] | |
Summary of Cost of Goods Sold | Cost of goods sold is comprised of: For the three months ended August 31, 2021 2020 Cannabis costs $ 40,190 $ 25,775 Beverage alcohol costs 6,662 — Distribution costs 59,290 56,770 Wellness costs 10,925 — Total $ 117,068 $ 82,545 |
General and administrative ex_2
General and administrative expenses (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
General And Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | General and administrative expenses are comprised of: For the three months ended August 31, 2021 2020 Executive compensation $ 3,090 $ 2,250 Office and general 12,769 4,421 Salaries and wages 15,311 9,343 Stock-based compensation 9,417 2,850 Insurance 4,631 3,206 Professional fees 2,713 2,935 Travel and accommodation 790 727 Rent 766 240 Total $ 49,487 $ 25,972 |
Non-operating income (expense)
Non-operating income (expense) (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Nonoperating Income Expense [Abstract] | |
Schedule of Non-Operating Income (Expense) | Non-operating income (expense) is comprised of: For the three months ended August 31, 2021 2020 Change in fair value of convertible debenture $ 39,370 $ 340 Change in fair value of warrant liability 17,535 — Foreign exchange loss (5,724 ) (16,331 ) Loss on long-term investments (1,675 ) (1,120 ) Gain from equity investees 1,356 — Other non-operating (losses) gains, net (2,002 ) 3,752 Total $ 48,860 $ (13,359 ) |
Financial risk management and_2
Financial risk management and financial instruments (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Financial Risk Management And Financial Instruments [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of August 31, 2021 and May 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: August 31, Level 1 Level 2 Level 3 2021 Financial assets Cash and cash equivalents $ 376,297 $ — $ — $ 376,297 Convertible notes receivable — 2,370 — 2,370 Long-term investments 7,174 173,733 — 180,907 Financial liabilities Warrant liability — — 60,476 60,476 Contingent consideration — — 61,494 61,494 APHA 24 Convertible debenture — — 342,499 342,499 Total recurring fair value measurements $ 383,471 $ 176,103 $ 464,468 $ 1,024,042 May 31, Level 1 Level 2 Level 3 2021 Financial assets Cash and cash equivalents $ 488,466 — — $ 488,466 Convertible notes receivable — 2,485 — 2,485 Long-term investments 9,251 2,934 — 12,185 Financial liabilities Warrant liability — — 78,168 78,168 Contingent consideration — — 60,657 60,657 APHA 24 Convertible debenture — — 399,444 399,444 Total recurring fair value measurements $ 497,717 $ 5,419 $ 538,269 $ 1,041,405 |
Schedule of Balances of Assets and Liabilities Categorized Within Level 3 of Fair Value Hierarchy Measured at Fair Value on Recurring Basis | The balances APHA 24 Convertible Warrant Contingent Debt Liability Consideration Total Balance, May 31, 2021 (399,444 ) (78,168 ) (60,657 ) (538,269 ) Additions — — — — Disposals — — — — Unrealized gain (loss) on fair value 56,945 17,692 (837 ) 73,800 Balance, August 31, 2021 (342,499 ) (60,476 ) (61,494 ) (464,469 ) |
Schedule of Estimated Fair Value of Convertible Debenture / Warrant Liability | The Company estimated the fair value of the Warrant liability at August 31, 2021 at $9.74 per warrant using the Black-Scholes pricing model (Level 3) with the following weighted-average assumptions Risk-free interest rate 0.84 % Expected volatility 70 % Expected term 4.05 years Expected dividend yield 0.0 % Strike price $ 5.95 Fair value of common stock $ 13.69 The unrealized the Convertible Debenture and the warrant liability is recognized in non-operating income (loss) using the following inputs: Financial asset / financial liability Valuation technique Significant unobservable input Inputs APHA Convertible debentures Black-Scholes Volatility, expected life 70% 3 years Warrant liability Black-Scholes Volatility, expected life 70% 4 years Contingent consideration Discounted cash flows Discount rate, achievement 5% 100% |
Segment reporting (Tables)
Segment reporting (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Net Revenue From External Customers | Segment net revenue from external customers: For the three months ended August 31, 2021 2020 Cannabis business $ 70,449 $ 51,202 Distribution business 67,186 66,288 Beverage alcohol business 15,461 — Wellness business 14,927 — Total $ 168,023 $ 117,490 Channels of Cannabis revenue were as follows: For the three months ended August 31, 2021 2020 Revenue from medical cannabis products $ 8,374 $ 6,380 Revenue from adult-use cannabis products 69,593 56,948 Revenue from wholesale cannabis products 1,700 3,792 Revenue from international cannabis products 10,266 — Less excise taxes (19,484 ) (15,918 ) Total $ 70,449 $ 51,202 |
Schedule of Segment Gross Profit From External Customers | Segment gross profit from external customers: For the three months ended August 31, 2021 2020 Cannabis business $ 30,258 $ 25,427 Distribution business 7,896 9,518 Beverage alcohol business 8,799 — Wellness business 4,002 — Total $ 50,955 $ 34,945 |
Schedule of Geographic Net Revenue | Geographic net revenue: For the three months ended August 31, 2021 2020 North America $ 90,543 $ 51,192 EMEA 76,009 65,077 Latin America 1,471 1,221 Total $ 168,023 $ 117,490 |
Schedule of Geographic Capital Assets | Geographic capital assets: August 31, 2021 May 31, 2021 North America $ 477,278 $ 504,575 EMEA 139,958 140,838 Latin America 4,103 5,285 Total $ 621,339 $ 650,698 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Sep. 17, 2021 | Aug. 13, 2021 |
Subsequent Event | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Common stock issued, shares | 9,817,061 | |
SH Acquisition | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Convertible notes conversion percentage of shares | 21.00% | |
SH Acquisition | Subsequent Event | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Common stock issued, shares | 9,817,061 | |
MM Notes | Convertible Senior Notes Due 2028 | SH Acquisition | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Principal amount of senior secured convertible notes | $ 165,800 | |
Debt instrument maturity date | Aug. 17, 2028 | |
MM Notes and MM Warrants | SH Acquisition | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Acquisition of equity ownership percentage | 68.00% |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | May 31, 2021 |
Inventory [Line Items] | ||
Total | $ 251,507 | $ 256,429 |
Plants | ||
Inventory [Line Items] | ||
Total | 19,605 | 23,083 |
Dried Cannabis | ||
Inventory [Line Items] | ||
Total | 113,180 | 118,269 |
Cannabis Trim | ||
Inventory [Line Items] | ||
Total | 3,448 | 2,931 |
Cannabis Derivatives | ||
Inventory [Line Items] | ||
Total | 38,613 | 24,158 |
Cannabis Vapes | ||
Inventory [Line Items] | ||
Total | 3,543 | 3,791 |
Packaging and Other Inventory Items | ||
Inventory [Line Items] | ||
Total | 25,595 | 31,462 |
Wellness Inventory | ||
Inventory [Line Items] | ||
Total | 14,042 | 15,171 |
Beverage Alcohol Inventory | ||
Inventory [Line Items] | ||
Total | 4,796 | 5,402 |
Distribution Inventory | ||
Inventory [Line Items] | ||
Total | $ 28,685 | $ 32,162 |
Capital Assets - Schedule of Ca
Capital Assets - Schedule of Capital Assets (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | May 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 738,408 | $ 727,574 |
Less: accumulated amortization | (117,070) | (76,876) |
Total | 621,339 | 650,698 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 31,467 | 28,549 |
Production Facility | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 413,711 | 346,510 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 231,290 | 215,408 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,477 | 17,059 |
ROU Assets Under Finance Lease | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 35,290 | 34,726 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 19,174 | $ 85,322 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | May 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Cost | $ 1,658,110 | |
Additions | 1,038 | |
Effect of foreign exchange | (79,043) | |
Intangible assets, Cost | 1,580,105 | |
Intangible assets, Accumulated depreciation | 52,192 | |
Amortization | 25,099 | |
Intangible assets, Accumulated depreciation | 77,291 | |
Intangible assets, Net book value | 1,502,814 | $ 1,605,918 |
Customer Relationships and Distribution Channel | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Cost | 239,810 | |
Effect of foreign exchange | (9,300) | |
Intangible assets, Cost | 230,510 | |
Intangible assets, Accumulated depreciation | 18,302 | |
Amortization | 9,466 | |
Intangible assets, Accumulated depreciation | 27,768 | |
Intangible assets, Net book value | 202,742 | 221,508 |
Licences, Permits & Applications | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Cost | 414,930 | |
Additions | 182 | |
Effect of foreign exchange | (17,346) | |
Intangible assets, Cost | 397,766 | |
Intangible assets, Accumulated depreciation | 1,167 | |
Amortization | 116 | |
Intangible assets, Accumulated depreciation | 1,283 | |
Intangible assets, Net book value | 396,483 | 413,763 |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Cost | 12,453 | |
Effect of foreign exchange | (659) | |
Intangible assets, Cost | 11,794 | |
Intangible assets, Accumulated depreciation | 4,299 | |
Amortization | 833 | |
Intangible assets, Accumulated depreciation | 5,132 | |
Intangible assets, Net book value | 6,662 | 8,154 |
Intellectual Property, Trademarks, Know How & Brands | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Cost | 990,917 | |
Additions | 856 | |
Effect of foreign exchange | (51,738) | |
Intangible assets, Cost | 940,035 | |
Intangible assets, Accumulated depreciation | 28,424 | |
Amortization | 14,684 | |
Intangible assets, Accumulated depreciation | 43,108 | |
Intangible assets, Net book value | $ 896,927 | $ 962,493 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | May 31, 2021 |
Licences, Permits & Applications | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Indefinite lived intangible assets | $ 408,000 | $ 412,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Aug. 31, 2021USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2022 (remaining nine months) | $ 48,820 |
2023 | 67,556 |
2024 | 64,084 |
2025 | 61,297 |
2026 | 61,297 |
Thereafter | 791,760 |
Total | $ 1,094,814 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2021 | May 31, 2021 | |
Goodwill [Line Items] | ||
Effect of foreign exchange | $ 40,050 | $ 63,713 |
Total | 2,809,131 | 2,832,794 |
Broken Coast Cannabis Ltd. | Cannabis Business | ||
Goodwill [Line Items] | ||
Goodwill, acquired during period | 105,963 | 105,963 |
Nuuvera Corp. | Cannabis Business | ||
Goodwill [Line Items] | ||
Goodwill, acquired during period | 273,606 | 273,606 |
LATAM Holdings Inc. | Cannabis Business | ||
Goodwill [Line Items] | ||
Goodwill, acquired during period | 63,239 | 63,239 |
CC Pharma GmbH | Distribution Business | ||
Goodwill [Line Items] | ||
Goodwill, acquired during period | 4,458 | 4,458 |
Sweet Water | Beverage Alcohol Business | ||
Goodwill [Line Items] | ||
Goodwill, acquired during period | 100,202 | 100,202 |
Tilray | Cannabis Business | ||
Goodwill [Line Items] | ||
Goodwill, acquired during period | 2,144,143 | 2,144,143 |
Tilray | Hemp Business | ||
Goodwill [Line Items] | ||
Goodwill, acquired during period | $ 77,470 | $ 77,470 |
Long-term Investments - Schedul
Long-term Investments - Schedule of Long-term Investments (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | May 31, 2021 |
Investments Debt And Equity Securities [Abstract] | ||
Debt securities classified under available-for-sale method | $ 170,799 | |
Equity investments measured at fair value | 10,108 | $ 12,185 |
Equity investments under measurement alternative | 5,500 | 5,500 |
Total investments in debt and equity securities | $ 186,407 | $ 17,685 |
Long-term Investments - Additio
Long-term Investments - Additional Information (Details) - MM Notes | 3 Months Ended |
Aug. 31, 2021 | |
Schedule Of Available For Sale Securities [Line Items] | |
Convertible debt instruments contractual maturity | 2028 |
LIBOR | |
Schedule Of Available For Sale Securities [Line Items] | |
Interest rate | 6.00% |
LIBOR | Floor | |
Schedule Of Available For Sale Securities [Line Items] | |
Interest rate | 2.50% |
Long-term Investments - Summary
Long-term Investments - Summary of Activity Related to Equity Investments (Details) $ in Thousands | 3 Months Ended |
Aug. 31, 2021USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | |
Carrying value, ending balance | $ 170,799 |
Debt Securities Classified Under Available-for-sale Method | |
Schedule Of Available For Sale Securities [Line Items] | |
Sales / purchases / other | 170,799 |
Carrying value, ending balance | 170,799 |
Equity Investments With Readily Determinable Value | |
Schedule Of Available For Sale Securities [Line Items] | |
Carrying value, beginning balance | 12,185 |
Changes in fair value recorded in net loss | (2,077) |
Carrying value, ending balance | 10,108 |
Equity Investments Without Readily Determinable Value | |
Schedule Of Available For Sale Securities [Line Items] | |
Carrying value, beginning balance | 5,500 |
Carrying value, ending balance | $ 5,500 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | May 31, 2021 |
Accounts Payable And Accrued Liabilities Current And Noncurrent [Abstract] | ||
Trade payables | $ 61,990 | $ 57,706 |
Accrued liabilities | 85,977 | 112,594 |
Accrued payroll and employment related taxes | 23,486 | 19,390 |
Income taxes payable | 14,023 | 14,764 |
Accrued interest | 3,440 | 148 |
Other accruals | 1,297 | 8,211 |
Total | $ 190,213 | $ 212,813 |
Bank Indebtedness - Additional
Bank Indebtedness - Additional Information (Details) | 3 Months Ended | ||||
Aug. 31, 2021CAD ($)Lineofcredit | Aug. 31, 2021EUR (€)Lineofcredit | Aug. 31, 2021USD ($) | Aug. 31, 2021CAD ($) | Aug. 31, 2021EUR (€) | |
Line Of Credit Facility [Line Items] | |||||
Operating line of credit | $ 1,000 | ||||
Line of credit | $ 0 | ||||
CC Pharma | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit | $ 8,413 | € 7,000 | |||
Number of operating lines of credit | Lineofcredit | 2 | 2 | |||
Available credit amount | € | € 8,500 | ||||
Four Twenty Corporation (“420”) | Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit | $ 0 | ||||
Operating Lines of Credit One | CC Pharma | |||||
Line Of Credit Facility [Line Items] | |||||
Operating line of credit | € | 5,000 | ||||
Operating Lines of Credit Two | CC Pharma | |||||
Line Of Credit Facility [Line Items] | |||||
Operating line of credit | € | € 3,500 | ||||
Prime Rate | |||||
Line Of Credit Facility [Line Items] | |||||
Interest rate | 7.50% | 7.50% | |||
Euro Over Night Index Average Plus | Operating Lines of Credit One | CC Pharma | |||||
Line Of Credit Facility [Line Items] | |||||
Interest rate | 1.79% | 1.79% | 1.79% | ||
Interest rate | 1.79% | 1.79% | 1.79% | ||
Euro Interbank Offered Rate Plus | Operating Lines of Credit Two | CC Pharma | |||||
Line Of Credit Facility [Line Items] | |||||
Interest rate | 3.682% | 3.682% | 3.682% | ||
Interest rate | 3.682% | 3.682% | 3.682% | ||
EURIBOR | Four Twenty Corporation (“420”) | Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit | $ 20,000,000 |
Long-term Debt - Schedule of Ne
Long-term Debt - Schedule of Net Carrying Amount of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | May 31, 2021 |
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | $ 197,420 | $ 206,169 |
Unamortized financing fees | (1,672) | (2,061) |
Net carrying amount | 195,748 | 204,108 |
Less principal portion included in current liabilities | (30,837) | (36,622) |
Total noncurrent portion of long-term debt | 164,911 | 167,486 |
Credit Facility Due in November 2022 | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 58,730 | 62,964 |
Term Loan Due in July 2023 | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 13,454 | 14,335 |
Term Loan Due in April 2022 | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 16,011 | 17,117 |
Term Loan Due in August 2026 | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 538 | 587 |
Mortgage Payable due in August 2026 | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 2,425 | 2,562 |
Vendor-Take-Back Mortgage Due in June 2021 | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 92 | |
Term Loan Due in December 2023 | Euro Interbank Offered Rate + 1.79% | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 3,239 | 3,356 |
Term Loan Due in December 2023 | Euro Interbank Offered Rate + 2.68% | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 3,239 | 3,356 |
Term Loan Due in April 2025 | Euro Interbank Offered Rate + 2.00% | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 1,767 | 1,831 |
Term Loan Due in June 2025 | Euro Interbank Offered Rate + 2.00% | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 1,767 | 1,831 |
Term Loan Due in March 2024 | EURIBOR | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | $ 96,250 | $ 98,138 |
Long-term Debt - Schedule of _2
Long-term Debt - Schedule of Net Carrying Amount of Long-term Debt Instruments (Parenthetical) (Details) € in Thousands, $ in Thousands, $ in Thousands | 3 Months Ended | |||
Aug. 31, 2021USD ($) | Aug. 31, 2021EUR (€) | Aug. 31, 2021CAD ($) | Aug. 31, 2021EUR (€) | |
Credit Facility Due in November 2022 | Canadian Prime Interest Rate | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | $ 80,000 | |||
Debt instrument term | 3 years | 3 years | ||
Debt instrument amortization period | 10 years | 10 years | ||
Term Loan Due in July 2023 | Canadian Five Year Bond Interest Rate Plus 2.73 | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | $ 25,000 | |||
Debt instrument term | 5 years | 5 years | ||
Debt instrument amortization period | 15 years | 15 years | ||
Debt instrument interest rate percentage | 2.73% | 2.73% | 2.73% | |
Term Loan Due in July 2023 | Canadian Five Year Bond Interest Rate Plus 2.73 | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate percentage | 4.50% | 4.50% | 4.50% | |
Term Loan Due in April 2022 | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | $ 25,000 | |||
Debt instrument term | 5 years | 5 years | ||
Debt instrument amortization period | 15 years | 15 years | ||
Debt instrument interest rate percentage | 3.95% | 3.95% | 3.95% | |
Repayment of instalments including interest | $ 188 | |||
Term Loan Due in August 2026 | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | $ 1,250 | |||
Debt instrument term | 5 years | 5 years | ||
Debt instrument amortization period | 10 years | 10 years | ||
Debt instrument interest rate percentage | 3.85% | 3.85% | 3.85% | |
Repayment of instalments including interest | $ 13 | |||
Mortgage Payable due in August 2026 | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | $ 3,750 | |||
Debt instrument term | 5 years | 5 years | ||
Debt instrument amortization period | 20 years | 20 years | ||
Debt instrument interest rate percentage | 3.85% | 3.85% | 3.85% | |
Repayment of instalments including interest | $ 23 | |||
Vendor-Take-Back Mortgage Due in June 2021 | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | $ 2,850 | |||
Debt instrument term | 5 years | 5 years | ||
Debt instrument interest rate percentage | 6.75% | 6.75% | 6.75% | |
Repayment of instalments including interest | $ 56 | |||
Term Loan Due in December 2023 | Euro Interbank Offered Rate + 1.79% | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | € | € 5,000 | |||
Debt instrument term | 5 years | 5 years | ||
Debt instrument interest rate percentage | 1.79% | 1.79% | 1.79% | |
Repayment of instalments including interest | € | € 250 | |||
Term Loan Due in December 2023 | Euro Interbank Offered Rate + 2.68% | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | € | € 5,000 | |||
Debt instrument term | 5 years | 5 years | ||
Debt instrument interest rate percentage | 2.68% | 2.68% | 2.68% | |
Repayment of instalments including interest | € | € 250 | |||
Term Loan Due in April 2025 | Euro Interbank Offered Rate + 2.00% | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | € | € 1,500 | |||
Debt instrument term | 5 years | 5 years | ||
Debt instrument interest rate percentage | 2.00% | 2.00% | 2.00% | |
Repayment of instalments including interest | € | € 98 | |||
Term Loan Due in June 2025 | Euro Interbank Offered Rate + 2.00% | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | € | € 1,500 | |||
Debt instrument term | 5 years | 5 years | ||
Debt instrument interest rate percentage | 2.00% | 2.00% | 2.00% | |
Repayment of instalments including interest | € | € 98 | |||
Term Loan Due in March 2024 | EURIBOR | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | $ 100,000 | |||
Debt instrument term | 3 years | 3 years | ||
Long-term debt, repayments of principal in next rolling twelve months | $ 7,500 | |||
Long-term debt, repayments of principal in rolling year two | 10,000 | |||
Long-term debt, repayments of principal in rolling year three | $ 10,000 |
Convertible Debentures - Schedu
Convertible Debentures - Schedule of Components of Net Carrying Amount of Convertible Debentures (Detail) - USD ($) $ in Thousands | Aug. 31, 2021 | May 31, 2021 |
Debt Instrument [Line Items] | ||
Total | $ 611,646 | $ 667,624 |
5.25% Convertible Notes ("APHA 24") | ||
Debt Instrument [Line Items] | ||
Total | 342,499 | 399,444 |
5.00% Convertible Notes ("TLRY 23") | ||
Debt Instrument [Line Items] | ||
Total | $ 269,147 | $ 268,180 |
Convertible Debentures - Sche_2
Convertible Debentures - Schedule of Convertible Debentures - APHA 24 (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2021 | May 31, 2021 | |
Debt Instrument [Line Items] | ||
Opening balance | $ 667,624 | |
Closing balance | 611,646 | $ 667,624 |
5.25% Convertible Notes ("APHA 24") | ||
Debt Instrument [Line Items] | ||
Opening balance | 399,444 | |
Debt settlement | (90,760) | (90,760) |
Fair value adjustment | 83,259 | 140,204 |
Closing balance | 342,499 | 399,444 |
5.25% Convertible Notes ("APHA 24") | 5.25% Contractual Debenture | ||
Debt Instrument [Line Items] | ||
Opening balance | $ 350,000 | 350,000 |
Closing balance | $ 350,000 |
Convertible Debentures - Additi
Convertible Debentures - Additional Information (Details) | 3 Months Ended |
Aug. 31, 2021 | |
Debt Instruments [Abstract] | |
Estimated fair value of APHA 24 convertible debenture per convertible debenture | 1,321 |
Convertible Debentures - Sche_3
Convertible Debentures - Schedule of Estimated Fair Value of Convertible Debenture (Details) | Aug. 31, 2021yr |
Expected Term | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 3 |
APHA 24 | Level 3 | Risk-free Interest Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 0.84 |
APHA 24 | Level 3 | Expected Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 70 |
APHA 24 | Level 3 | Expected Term | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 2.75 |
APHA 24 | Level 3 | Expected Dividend Yield | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 0 |
Convertible Debentures - Sche_4
Convertible Debentures - Schedule of Convertible Debentures - TLRY 23 (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2021 | May 31, 2021 | |
Debt Instrument [Line Items] | ||
Opening balance | $ 667,624 | |
Closing balance | 611,646 | $ 667,624 |
5.00% Convertible Notes ("TLRY 23") | ||
Debt Instrument [Line Items] | ||
Opening balance | 268,180 | |
Unamortized discount | (8,709) | (9,676) |
Closing balance | 269,147 | 268,180 |
5.00% Convertible Notes ("TLRY 23") | 5.25% Contractual Debenture | ||
Debt Instrument [Line Items] | ||
Opening balance | $ 277,856 | 277,856 |
Closing balance | $ 277,856 |
Warrant Liability - Schedule of
Warrant Liability - Schedule of Warrant Details (Details) - $ / shares | 3 Months Ended | |||
Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2021 | May 31, 2020 | |
Class Of Warrant Or Right [Line Items] | ||||
Exercise Price | $ 7.41 | $ 8.91 | $ 7.41 | $ 8.91 |
Beginning Balance | 12,203,651 | 5,994,651 | ||
Issued | 0 | 0 | ||
Exercised | 0 | 0 | ||
Ending Balance | 12,203,651 | 5,994,651 | ||
Warrant Expiring September 26, 2021 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Classification | Equity | |||
Exercise Price | $ 3.14 | |||
Beginning Balance | 166,000 | |||
Ending Balance | 166,000 | |||
Warrant Expiring January 30, 2022 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Classification | Equity | |||
Exercise Price | $ 9.26 | |||
Beginning Balance | 5,828,651 | |||
Ending Balance | 5,828,651 | |||
Warrant Expiring March 17, 2025 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Classification | Liability | |||
Exercise Price | $ 5.95 | |||
Beginning Balance | 6,209,000 | |||
Ending Balance | 6,209,000 |
Warrant Liability - Schedule _2
Warrant Liability - Schedule of Warrants Outstanding (Details) - $ / shares | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | ||
Beginning Balance | 12,203,651 | 5,994,651 |
Exercised during the period, Number of warrants | 0 | 0 |
Issued during the period, Number of warrants | 0 | 0 |
Cancelled during the period, Number of warrants | 0 | 0 |
Expired during the period, Number of warrants | 0 | 0 |
Ending Balance | 12,203,651 | 5,994,651 |
Outstanding, opening of the period, weighted average price | $ 7.41 | $ 8.91 |
Exercised during the period, weighted average price | 0 | 0 |
Issued during the period, weighted average price | 0 | 0 |
Cancelled during the period, weighted average price | 0 | 0 |
Expired during the period, weighted average price | 0 | 0 |
Outstanding, ending of the period, weighted average price | $ 7.41 | $ 8.91 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) | Aug. 31, 2021$ / shares |
Level 3 | |
Class Of Warrant Or Right [Line Items] | |
Estimated fair value of warrant liability per warrant | $ 9.74 |
Warrant Liability - Schedule _3
Warrant Liability - Schedule of Estimated Fair Value of Warrant Liability (Details) | Aug. 31, 2021USD ($)yr |
Expected Term | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | yr | 4 |
Warrant | Risk-free Interest Rate | Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 0.84 |
Warrant | Expected Volatility | Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 70 |
Warrant | Expected Term | Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | yr | 4.05 |
Warrant | Expected Dividend Yield | Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 0 |
Warrant | Strike Price | Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | $ | 5.95 |
Warrant | Fair Value of Common Stock | Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | $ | 13.69 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated share-based compensation expenses | $ 9,417 | $ 2,850 | |
Tilray 2018 Equity Incentive Plan and Original Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options granted | 0 | 0 | |
Number of RSUs granted | 1,345,158 | ||
Number of RSUs vested | 0 | 0 | |
Predecessor Plan | Time-based Stock Options | Aphria | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options granted | 0 | ||
Intrinsic values of stock options exercised | $ 430 | $ 238 | |
Fair values of stock option vested | 1,797 | 1,723 | |
Predecessor Plan | Time-based and Performance-based RSU | Aphria | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair values of stock option vested | 12,063 | $ 862 | |
Unrecognized compensation expenses | $ 789 | $ 15,111 | |
Unrecognized stock-based compensation expense to be recognized in period, years | 1 year 14 days | 1 year 10 months 6 days | |
Accelerated fully vested | 679,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Activity Under EIP and Original Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2021 | May 31, 2021 | |
EIP Time-based Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock Options, Beginning Balance | 3,180,226 | |
Shares, Exercised | (67,750) | |
Shares, Forfeited | (112,306) | |
Shares, Cancelled | (2,498) | |
Stock Options, Ending Balance | 2,997,672 | 3,180,226 |
Weighted-average exercise price, Beginning Balance | $ 14.19 | |
Weighted-average exercise price, Exercised | 7.76 | |
Weighted-average exercise price, Forfeited | 21.40 | |
Weighted-average exercise price, Cancelled | 65.20 | |
Weighted-average exercise price, Ending Balance | $ 14.02 | $ 14.19 |
Weighted average remaining contractual term (years) | 6 years 6 months | 1 year 3 months 18 days |
Aggregate intrinsic value, Beginning balance | $ 25,171 | |
Aggregate intrinsic value, Ending balance | $ 15,843 | $ 25,171 |
Original Plan Time-based Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock Options, Beginning Balance | 917,545 | |
Shares, Exercised | (411,742) | |
Shares, Forfeited | (4,250) | |
Shares, Cancelled | (16,093) | |
Stock Options, Ending Balance | 485,460 | 917,545 |
Weighted-average exercise price, Beginning Balance | $ 3.97 | |
Weighted-average exercise price, Exercised | 3.41 | |
Weighted-average exercise price, Forfeited | 4.79 | |
Weighted-average exercise price, Cancelled | 26.30 | |
Weighted-average exercise price, Ending Balance | $ 3.69 | $ 3.97 |
Weighted average remaining contractual term (years) | 2 years 8 months 12 days | 1 year 8 months 12 days |
Aggregate intrinsic value, Beginning balance | $ 11,886 | |
Aggregate intrinsic value, Ending balance | $ 4,954 | $ 11,886 |
EIP Time-based RSU | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock Options, Beginning Balance | 1,205,243 | |
Stock options granted | 981,229 | |
Shares, Vested | (126,393) | |
Shares, Forfeited | (121,295) | |
Stock Options, Ending Balance | 1,938,784 | 1,205,243 |
Weighted-average grant date fair value per share, Beginning Balance | $ 15.16 | |
Weighted-average grant date fair value per share, Granted | 14.39 | |
Weighted-average grant date fair value per share, Vested | 19.52 | |
Weighted-average grant date fair value per share, Forfeited | 16.39 | |
Weighted-average grant date fair value per share, Ending Balance | $ 14.41 | $ 15.16 |
Aggregate intrinsic value, Beginning balance | $ 20,091 | |
Aggregate intrinsic value, Ending balance | $ 28,709 | $ 20,091 |
EIP Performance-based RSU | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options granted | 1,345,158 | |
Stock Options, Ending Balance | 1,345,158 | |
Weighted average remaining contractual term (years) | 2 years 10 months 24 days | |
Weighted-average grant date fair value per share, Granted | $ 13.13 | |
Weighted-average grant date fair value per share, Ending Balance | $ 13.13 | |
Aggregate intrinsic value, Granted | $ 17,668 | |
Aggregate intrinsic value, Ending balance | $ 17,668 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Time-based Stock Options - Predecessor Plan - Aphria - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2021 | May 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock Options, Beginning Balance | 2,499,185 | |
Shares, Granted | 0 | |
Shares, Exercised | (56,301) | |
Shares, Forfeited | (638) | |
Shares, Expired | (405,455) | |
Stock Options, Ending Balance | 2,036,790 | 2,499,185 |
Shares, Vested and exercisable | 1,821,178 | |
Weighted-average exercise price, Beginning Balance | $ 12.48 | |
Weighted average exercise price, Exercised | 9.34 | |
Weighted average exercise price, Forfeited | 8.95 | |
Weighted average exercise price, Expired | 19.94 | |
Weighted-average exercise price, Ending Balance | 11.08 | $ 12.48 |
Weighted average exercise price, Vested and exercisable | 11.17 | |
Weighted-average grant date fair value per share, Beginning Balance | 6.51 | |
Weighted average grant date fair value, Exercised | 4.50 | |
Weighted-average grant date fair value per share, Forfeited | 4.15 | |
Weighted average grant date fair value, Expired | 9.29 | |
Weighted-average grant date fair value per share, Ending Balance | 6.02 | $ 6.51 |
Weighted average grant date fair value, Vested and exercisable | $ 6.10 | |
Weighted average remaining contractual term (years) | 2 years 8 months 1 day | 2 years 4 months 24 days |
Weighted average remaining contractual term (years), Vested and exercisable | 2 years 7 months 24 days | |
Aggregate Intrinsic Amount | $ 5,321 | $ (10,472) |
Aggregate Intrinsic Amount, Vested and exercisable | $ 4,588 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Predecessor Plan Time-based and Performance-based RSU Activity (Details) - Predecessor Plan - Aphria - Time-based RSUs | 3 Months Ended |
Aug. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning balance | shares | 2,794,972 |
Exercised | shares | (1,574,381) |
Forfeited | shares | (46,171) |
Ending balance | shares | 1,174,419 |
Weighted average grant - date fair value per share, Beginning Balance | $ / shares | $ 6.88 |
Weighted average grant - date fair value per share, Exercised | $ / shares | 6.56 |
Weighted average grant - date fair value per share, Forfeited | $ / shares | 15.09 |
Weighted average grant - date fair value per share, Ending Balance | $ / shares | $ 6.98 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | $ 152,668 | |
Other comprehensive loss | (101,421) | $ 1,385 |
Ending balance | 51,247 | |
Foreign Currency Translation Gain (Loss) [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | 156,417 | |
Other comprehensive loss | (100,772) | |
Ending balance | 55,645 | |
Unrealized Loss on Convertible Notes Receivables [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | (3,749) | |
Other comprehensive loss | (649) | |
Ending balance | $ (4,398) |
Non-controlling Interests - Sum
Non-controlling Interests - Summary of Information Relating to Company's Subsidiaries (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2021 | |
Minority Interest [Line Items] | |||
Current assets | $ 844,618 | $ 883,609 | |
Current liabilities | (526,830) | (401,241) | |
Revenue | 168,023 | $ 117,490 | |
Shareholders of Tilray Inc. | (41,649) | (34,343) | |
Other comprehensive loss | (101,421) | 1,385 | |
Shareholders of Tilray Inc. | (143,070) | (32,958) | |
Non-controlling Interests | |||
Minority Interest [Line Items] | |||
Current assets | 80,531 | 20,765 | |
Non-current assets | 469,157 | 300,386 | |
Current liabilities | (187,945) | (29,529) | |
Non-current liabilities | (104,516) | (76,344) | |
Net assets | 257,227 | 215,278 | |
Revenue | 20,325 | 30,035 | |
Total expenses (recovery) | 13,280 | 17,436 | |
Shareholders of Tilray Inc. | 7,045 | 12,599 | |
Shareholders of Tilray Inc. | 7,045 | 12,599 | |
Non-controlling Interests | SH Acquisition | |||
Minority Interest [Line Items] | |||
Current assets | 52,995 | ||
Non-current assets | 170,799 | ||
Current liabilities | (170,799) | ||
Net assets | 52,995 | ||
Non-controlling Interests | CC Pharma Nordic ApS | |||
Minority Interest [Line Items] | |||
Current assets | 951 | 919 | |
Non-current assets | 132 | 103 | |
Current liabilities | (1,033) | (956) | |
Non-current liabilities | (392) | (406) | |
Net assets | (343) | (340) | |
Total expenses (recovery) | 4 | ||
Shareholders of Tilray Inc. | (4) | ||
Shareholders of Tilray Inc. | (4) | ||
Non-controlling Interests | Aphria Diamond | |||
Minority Interest [Line Items] | |||
Current assets | 26,058 | 19,531 | |
Non-current assets | 156,839 | 153,696 | |
Current liabilities | (16,047) | (28,511) | |
Non-current liabilities | (80,543) | (69,332) | |
Net assets | 86,307 | 75,384 | |
Revenue | 20,325 | 30,035 | |
Total expenses (recovery) | 13,274 | 17,675 | |
Shareholders of Tilray Inc. | 7,051 | 12,360 | |
Shareholders of Tilray Inc. | 7,051 | 12,360 | |
Non-controlling Interests | ColCanna S.A.S. | |||
Minority Interest [Line Items] | |||
Current assets | 527 | 315 | |
Non-current assets | 141,387 | 146,587 | |
Current liabilities | (66) | (62) | |
Non-current liabilities | (23,581) | (6,606) | |
Net assets | 118,267 | $ 140,234 | |
Total expenses (recovery) | 2 | (239) | |
Shareholders of Tilray Inc. | (2) | 239 | |
Shareholders of Tilray Inc. | $ (2) | $ 239 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Purchase and Other Commitments Maturities (Details) $ in Thousands | Aug. 31, 2021USD ($) |
Other Commitments [Line Items] | |
Total | $ 807,776 |
2022 (remaining nine months) | 74,608 |
2023 | 98,398 |
2024 | 368,077 |
2025 | 263,236 |
2026 | 2,516 |
Thereafter | 941 |
Long-term Debt Repayment | |
Other Commitments [Line Items] | |
Total | 198,253 |
2022 (remaining nine months) | 32,981 |
2023 | 78,820 |
2024 | 80,838 |
2025 | 2,157 |
2026 | 2,516 |
Thereafter | 941 |
Convertible Notes, Principal and Interest | |
Other Commitments [Line Items] | |
Total | 571,989 |
2022 (remaining nine months) | 13,893 |
2023 | 13,893 |
2024 | 284,803 |
2025 | 259,400 |
ABG Finance Liability | |
Other Commitments [Line Items] | |
Total | 6,000 |
2022 (remaining nine months) | 1,500 |
2023 | 1,500 |
2024 | 1,500 |
2025 | 1,500 |
Material Purchase Obligations | |
Other Commitments [Line Items] | |
Total | 29,523 |
2022 (remaining nine months) | 24,222 |
2023 | 4,185 |
2024 | 937 |
2025 | 179 |
Construction Commitments | |
Other Commitments [Line Items] | |
Total | 2,012 |
2022 (remaining nine months) | $ 2,012 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) | Sep. 17, 2021shares |
Subsequent Event | |
Other Commitments [Line Items] | |
Common stock issued, shares | 9,817,061 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Undiscounted Payment Associated with Lease Liabilities (Details) $ in Thousands | 3 Months Ended |
Aug. 31, 2021USD ($) | |
Operating leases | |
2022 (remaining nine months) | $ 3,832 |
2023 | 4,437 |
2024 | 3,840 |
2025 | 3,321 |
2026 | 3,472 |
Thereafter | 8,522 |
Total minimum lease payments | 27,423 |
Imputed interest | (5,778) |
Obligations recognized | $ 21,645 |
Operating Lease Liability Statement Of Financial Position [Extensible List] | tlry:OperatingLeaseLiabilityMember |
Finance leases | |
2022 (remaining nine months) | $ 1,672 |
2023 | 7,088 |
2024 | 2,061 |
2025 | 2,122 |
2026 | 2,186 |
Thereafter | 39,586 |
Total minimum lease payments | 54,715 |
Imputed interest | (19,167) |
Obligations recognized | $ 35,548 |
Finance Lease Liability Statement Of Financial Position [Extensible List] | tlry:FinanceLeaseLiabilityMember |
Net Revenue - Additional Inform
Net Revenue - Additional Information (Details) | 3 Months Ended |
Aug. 31, 2021Segment | |
Revenues [Abstract] | |
Number of operating segments | 4 |
Net Revenue - Summary of Net Re
Net Revenue - Summary of Net Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Net revenue | $ 168,023 | $ 117,490 |
Cannabis Revenue | ||
Net revenue | 89,933 | 67,120 |
Cannabis Excise Taxes | ||
Net revenue | (19,484) | (15,918) |
Net Cannabis Revenue | ||
Net revenue | 70,449 | 51,202 |
Beverage Alcohol Revenue | ||
Net revenue | 16,483 | |
Beverage Alcohol Excise Taxes | ||
Net revenue | (1,022) | |
Net Beverage Alcohol Revenue | ||
Net revenue | 15,461 | |
Distribution Revenue | ||
Net revenue | 67,186 | $ 66,288 |
Wellness Revenue | ||
Net revenue | $ 14,927 |
Cost of Goods Sold - Summary of
Cost of Goods Sold - Summary of Cost of Goods Sold (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Cost Of Goods And Services Sold [Abstract] | ||
Cannabis costs | $ 40,190 | $ 25,775 |
Beverage alcohol costs | 6,662 | |
Distribution costs | 59,290 | 56,770 |
Wellness costs | 10,925 | |
Total | $ 117,068 | $ 82,545 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
General And Administrative Expense [Abstract] | ||
Executive compensation | $ 3,090 | $ 2,250 |
Office and general | 12,769 | 4,421 |
Salaries and wages | 15,311 | 9,343 |
Stock-based compensation | 9,417 | 2,850 |
Insurance | 4,631 | 3,206 |
Professional fees | 2,713 | 2,935 |
Travel and accommodation | 790 | 727 |
Rent | 766 | 240 |
Total | $ 49,487 | $ 25,972 |
Non-operating income (expense_2
Non-operating income (expense) - Schedule of Non-Operating Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Nonoperating Income Expense [Abstract] | ||
Change in fair value of convertible debenture | $ 39,370 | $ 340 |
Change in fair value of warrant liability | 17,535 | |
Foreign exchange loss | (5,724) | (16,331) |
Loss on long-term investments | (1,675) | (1,120) |
Gain from equity investees | 1,356 | |
Other non-operating (losses) gains, net | (2,002) | 3,752 |
Total | $ 48,860 | $ (13,359) |
Financial Risk Management and_3
Financial Risk Management and Financial Instruments - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021USD ($) | May 31, 2021USD ($) | |
Financial Risk Management And Financial Instruments [Line Items] | ||
Long-term debt, subject to fixed interest rates | $ 18,974 | $ 20,358 |
Hypothetical decrease in fair value of investments | 10.00% | |
Estimated decrease in fair values of investments upon hypothetical decrease of 10% in the prices | $ 18,641 | |
Hypothetical increase in common stock | 10.00% | |
Estimated increase in fair values of warrant liability upon hypothetical increase of 10% in the price of common stock | $ 6,047 | |
Discount Rate | ||
Financial Risk Management And Financial Instruments [Line Items] | ||
Business combination, contingent consideration, liability, measurement input | 0.05 |
Financial Risk Management and_4
Financial Risk Management and Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | May 31, 2021 |
Financial liabilities | ||
Contingent consideration | $ 61,494 | $ 60,657 |
Convertible debenture | 611,646 | 667,624 |
Fair Value, Measurements, Recurring | ||
Financial assets | ||
Cash and cash equivalents | 376,297 | 488,466 |
Convertible notes receivable | 2,370 | 2,485 |
Long-term investments | 180,907 | 12,185 |
Financial liabilities | ||
Warrant liability | 60,476 | 78,168 |
Contingent consideration | 61,494 | 60,657 |
Total recurring fair value measurements | 1,024,042 | 1,041,405 |
Fair Value, Measurements, Recurring | APHA 24 Convertible Debenture | ||
Financial liabilities | ||
Convertible debenture | 342,499 | 399,444 |
Level 1 | Fair Value, Measurements, Recurring | ||
Financial assets | ||
Cash and cash equivalents | 376,297 | 488,466 |
Long-term investments | 7,174 | 9,251 |
Financial liabilities | ||
Total recurring fair value measurements | 383,471 | 497,717 |
Level 2 | Fair Value, Measurements, Recurring | ||
Financial assets | ||
Convertible notes receivable | 2,370 | 2,485 |
Long-term investments | 173,733 | 2,934 |
Financial liabilities | ||
Total recurring fair value measurements | 176,103 | 5,419 |
Level 3 | Fair Value, Measurements, Recurring | ||
Financial liabilities | ||
Warrant liability | 60,476 | 78,168 |
Contingent consideration | 61,494 | 60,657 |
Total recurring fair value measurements | 464,468 | 538,269 |
Level 3 | Fair Value, Measurements, Recurring | APHA 24 Convertible Debenture | ||
Financial liabilities | ||
Convertible debenture | $ 342,499 | $ 399,444 |
Financial Risk Management and_5
Financial Risk Management and Financial Instruments - Schedule of Balances of Assets and Liabilities Categorized Within Level 3 of Fair Value Hierarchy Measured at Fair Value on Recurring Basis (Details) - Level 3 - Fair Value, Measurements, Recurring $ in Thousands | 3 Months Ended |
Aug. 31, 2021USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Beginning balance | $ (538,269) |
Unrealized gain (loss) on fair value | 73,800 |
Ending balance | (464,469) |
APHA 24 Convertible Debenture | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Beginning balance | (399,444) |
Unrealized gain (loss) on fair value | 56,945 |
Ending balance | (342,499) |
Contingent Consideration | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Beginning balance | (78,168) |
Unrealized gain (loss) on fair value | 17,692 |
Ending balance | (60,476) |
Warrant Liability | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Beginning balance | (60,657) |
Unrealized gain (loss) on fair value | (837) |
Ending balance | $ (61,494) |
Financial Risk Management and_6
Financial Risk Management and Financial Instruments - Schedule of Financial Assets and Liabilities Measurement Inputs and Valuation Techniques (Details) | 3 Months Ended |
Aug. 31, 2021yr | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Debt Instrument, Valuation Technique [Extensible Enumeration] | http://www.tilray.com/#ValuationTechniqueBlackScholesMember |
Warrants and Rights Outstanding, Valuation Technique [Extensible Enumeration] | http://www.tilray.com/#ValuationTechniqueBlackScholesMember |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible Enumeration] | us-gaap:ValuationTechniqueDiscountedCashFlowMember |
Volatility [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Measurement input | 0.70 |
Warrant and rights measurement input | 0.70 |
Expected Term | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Measurement input | 3 |
Warrant and rights measurement input | 4 |
Discount Rate | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Contingent consideration | 0.05 |
Achievement [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Contingent consideration | 1 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended | |
Aug. 31, 2021SegmentCustomer | Aug. 31, 2020Customer | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | Segment | 4 | |
Number of major customers | Customer | 0 | 0 |
Customer Concentration Risk | Revenue | Major Customers | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Net Revenue From External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue from external customers | $ 168,023 | $ 117,490 |
Cannabis Business | ||
Segment Reporting Information [Line Items] | ||
Revenue from external customers | 70,449 | 51,202 |
Distribution Business | ||
Segment Reporting Information [Line Items] | ||
Revenue from external customers | 67,186 | $ 66,288 |
Beverage Alcohol Business | ||
Segment Reporting Information [Line Items] | ||
Revenue from external customers | 15,461 | |
Wellness Business | ||
Segment Reporting Information [Line Items] | ||
Revenue from external customers | $ 14,927 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Segment Gross Profit From External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Total gross profit | $ 50,955 | $ 34,945 |
Cannabis Business | ||
Segment Reporting Information [Line Items] | ||
Total gross profit | 30,258 | 25,427 |
Distribution Business | ||
Segment Reporting Information [Line Items] | ||
Total gross profit | 7,896 | $ 9,518 |
Beverage Alcohol Business | ||
Segment Reporting Information [Line Items] | ||
Total gross profit | 8,799 | |
Wellness Business | ||
Segment Reporting Information [Line Items] | ||
Total gross profit | $ 4,002 |
Segment Reporting - Summary of
Segment Reporting - Summary of Channels of Cannabis Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 168,023 | $ 117,490 |
Total | 168,023 | 117,490 |
Cannabis | ||
Segment Reporting Information [Line Items] | ||
Less excise taxes | (19,484) | (15,918) |
Total | 70,449 | 51,202 |
Cannabis | Revenue from Medical Cannabis Products | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 8,374 | 6,380 |
Cannabis | Revenue from Adult-use Cannabis Products | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 69,593 | 56,948 |
Cannabis | Revenue from Wholesale Cannabis Products | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 1,700 | $ 3,792 |
Cannabis | Revenue from International Cannabis Products | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 10,266 |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Geographic Net Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Total net revenue | $ 168,023 | $ 117,490 |
North America | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | 90,543 | 51,192 |
EMEA | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | 76,009 | 65,077 |
Latin America | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | $ 1,471 | $ 1,221 |
Segment Reporting - Schedule _4
Segment Reporting - Schedule of Geographic Capital Assets (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | May 31, 2021 |
Segment Reporting Information [Line Items] | ||
Capital assets | $ 621,339 | $ 650,698 |
North America | ||
Segment Reporting Information [Line Items] | ||
Capital assets | 477,278 | 504,575 |
EMEA | ||
Segment Reporting Information [Line Items] | ||
Capital assets | 139,958 | 140,838 |
Latin America | ||
Segment Reporting Information [Line Items] | ||
Capital assets | $ 4,103 | $ 5,285 |