Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 28, 2022 | Apr. 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Feb. 28, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TLRY | |
Entity Registrant Name | TILRAY BRANDS, 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 | 497,708,464 | |
Title of 12(b) Security | Class 2 Common Stock, $0.0001 par value per share | |
Entity File Number | 001-38594 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4310622 | |
Entity Interactive Data Current | Yes | |
Security Exchange Name | NASDAQ | |
Entity Address, Address Line One | 265 Talbot Street West | |
Entity Address, City or Town | Leamington | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | N8H 5L4 | |
City Area Code | 844 | |
Local Phone Number | 845-7291 | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Feb. 28, 2022 | May 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 279,214 | $ 488,466 |
Accounts receivable, net | 89,895 | 87,309 |
Inventory | 273,292 | 256,429 |
Prepaids and other current assets | 52,211 | 48,920 |
Convertible notes receivable | 1,173 | 2,485 |
Total current assets | 695,785 | 883,609 |
Capital assets | 603,472 | 650,698 |
Right-of-use assets | 17,851 | 18,267 |
Intangible assets | 1,528,962 | 1,605,918 |
Goodwill | 2,835,100 | 2,832,794 |
Interest in equity investees | 4,797 | 8,106 |
Long-term investments | 133,155 | 17,685 |
Other assets | 314 | 8,285 |
Total assets | 5,819,436 | 6,025,362 |
Current liabilities | ||
Bank indebtedness | 17,496 | 8,717 |
Accounts payable and accrued liabilities | 137,094 | 212,813 |
Contingent consideration | 31,592 | 60,657 |
Warrant liability | 19,366 | 78,168 |
Current portion of lease liabilities | 6,703 | 4,264 |
Current portion of long-term debt | 70,176 | 36,622 |
Total current liabilities | 282,427 | 401,241 |
Long - term liabilities | ||
Lease liabilities | 16,211 | 53,946 |
Long-term debt | 121,210 | 167,486 |
Convertible debentures | 501,075 | 667,624 |
Deferred tax liability | 237,208 | 265,845 |
Other liabilities | 292 | 3,907 |
Total liabilities | 1,158,423 | 1,560,049 |
Commitments and contingencies (refer to Note 17) | ||
Stockholders' equity | ||
Common stock ($0.0001 par value; 990,000,000 shares authorized; 480,737,533 and 446,440,641 shares issued and outstanding, respectively) | 48 | 46 |
Additional paid-in capital | 5,110,892 | 4,792,406 |
Accumulated other comprehensive income | 1,010 | 152,668 |
Accumulated Deficit | (484,710) | (486,050) |
Total Tilray Brands, Inc. stockholders' equity | 4,627,240 | 4,459,070 |
Non-controlling interests | 33,773 | 6,243 |
Total stockholders' equity | 4,661,013 | 4,465,313 |
Total liabilities and stockholders' equity | $ 5,819,436 | $ 6,025,362 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial (Parenthetical) - $ / shares | Feb. 28, 2022 | May 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 990,000,000 | 990,000,000 |
Common stock, shares issued | 480,737,533 | 446,440,641 |
Common stock, shares outstanding | 480,737,533 | 446,440,641 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Income Statement [Abstract] | ||||
Net revenue | $ 151,871 | $ 123,900 | $ 475,047 | $ 370,849 |
Cost of goods sold | 112,042 | 93,444 | 351,497 | 270,165 |
Gross profit | 39,829 | 30,456 | 123,550 | 100,684 |
Operating expenses: | ||||
General and administrative | 38,445 | 24,491 | 121,401 | 78,736 |
Selling | 8,641 | 6,155 | 25,283 | 18,051 |
Amortization | 24,590 | 10,786 | 84,345 | 19,121 |
Marketing and promotion | 7,578 | 3,259 | 20,163 | 12,436 |
Research and development | 164 | 127 | 1,464 | 472 |
Change in fair value of contingent consideration | (29,065) | (29,065) | ||
Transaction costs | 9,238 | 9,688 | 42,937 | 30,352 |
Total operating expenses | 59,591 | 54,506 | 266,528 | 159,168 |
Operating loss | (19,762) | (24,050) | (142,978) | (58,484) |
Interest expense, net | (2,312) | (7,943) | (22,422) | (18,511) |
Non-operating income (expense), net | 72,719 | (220,340) | 186,329 | (306,348) |
Income (loss) before income taxes | 50,645 | (252,333) | 20,929 | (383,343) |
Income taxes (recovery) | (1,830) | 6,310 | (2,739) | (13,707) |
Net income (loss) | 52,475 | (258,643) | 23,668 | (369,636) |
Total net income (loss) attributable to: | ||||
Stockholders of Tilray Brands, Inc. | 43,190 | (273,519) | 1,340 | (407,762) |
Non-controlling interests | 9,285 | 14,876 | 22,328 | 38,126 |
Other comprehensive (loss) income, net of tax | ||||
Foreign currency translation (loss) gain | 18,498 | (4,706) | (114,641) | (4,231) |
Unrealized loss on convertible notes receivable | (52) | (2,647) | (649) | (2,647) |
Change in fair value of long-term investments | (39,244) | (55,601) | ||
Total other comprehensive (loss) income, net of tax | (20,798) | (7,353) | (170,891) | (6,878) |
Comprehensive income (loss) | 31,677 | (265,996) | (147,223) | (376,514) |
Total comprehensive income (loss) attributable to: | ||||
Stockholders of Tilray Brands, Inc. | 34,605 | (280,872) | (150,318) | (414,640) |
Non-controlling interests | $ (2,928) | $ 14,876 | $ 3,095 | $ 38,126 |
Weighted average number of common shares - basic | 485,668,750 | 265,401,924 | 470,303,170 | 250,701,376 |
Weighted average number of common shares - diluted | 488,546,790 | 265,401,924 | 478,050,130 | 250,701,376 |
Net income (loss) per share - basic | $ 0.09 | $ (1.03) | $ 0 | $ (1.63) |
Net income (loss) per share - diluted | $ 0.09 | $ (1.03) | $ 0 | $ (1.63) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Sweet Water | LP | Breckenridge Acquisition | Common Stock | Common StockSweet Water | Common StockLP | Common StockBreckenridge Acquisition | Additional Paid-In Capital | Additional Paid-In CapitalSweet Water | Additional Paid-In CapitalLP | Additional Paid-In CapitalBreckenridge Acquisition | Accumulated Other Comprehensive Income (Loss) | Accumulated 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, shares | 429,280 | |||||||||||||||
Stock-based compensation | 3,479 | 3,479 | ||||||||||||||
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, 2020 | 1,274,931 | $ 24 | 1,366,736 | (5,434) | (113,352) | 26,957 | ||||||||||
Beginning Balance, Shares at May. 31, 2020 | 240,132,635 | |||||||||||||||
Comprehensive income (loss) for the period | (376,514) | 77,188 | ||||||||||||||
Ending Balance at Feb. 28, 2021 | 1,089,678 | $ 27 | 1,557,994 | (12,312) | (521,114) | 65,083 | ||||||||||
Ending Balance, Shares at Feb. 28, 2021 | 265,506,243 | |||||||||||||||
Beginning Balance at Aug. 31, 2020 | 1,265,073 | $ 24 | 1,377,237 | (4,049) | (147,695) | 39,556 | ||||||||||
Beginning Balance, Shares at Aug. 31, 2020 | 241,992,864 | |||||||||||||||
Share issuance - legal settlement | 3,436 | 3,436 | ||||||||||||||
Share issuance - legal settlement, shares | 503,974 | |||||||||||||||
Share issuance - equity financing | 103,596 | $ 2 | 103,594 | |||||||||||||
Share issuance - equity financing, shares | 14,610,496 | |||||||||||||||
Shares issued for acquisition | $ 69,190 | $ 1 | $ 69,189 | |||||||||||||
Shares issued for acquisition, shares | 8,232,810 | |||||||||||||||
Share issuance - options exercised | 86 | 86 | ||||||||||||||
Share issuance - options exercised, shares | 74,337 | |||||||||||||||
Share issuance - RSUs exercised, shares | 8,823 | |||||||||||||||
Stock-based compensation | 1,323 | 1,323 | ||||||||||||||
Comprehensive income (loss) for the period | (90,159) | (910) | (99,900) | 10,651 | ||||||||||||
Ending Balance at Nov. 30, 2020 | 1,352,545 | $ 27 | 1,554,865 | (4,959) | (247,595) | 50,207 | ||||||||||
Ending Balance, Shares at Nov. 30, 2020 | 265,423,304 | |||||||||||||||
Share issuance - options exercised | 54 | 54 | ||||||||||||||
Share issuance - options exercised, shares | 79,489 | |||||||||||||||
Share issuance - RSUs exercised, shares | 3,450 | |||||||||||||||
Stock-based compensation | 3,075 | 3,075 | ||||||||||||||
Comprehensive income (loss) for the period | (265,996) | (7,353) | (273,519) | 14,876 | ||||||||||||
Ending Balance at Feb. 28, 2021 | 1,089,678 | $ 27 | 1,557,994 | (12,312) | (521,114) | 65,083 | ||||||||||
Ending Balance, Shares at Feb. 28, 2021 | 265,506,243 | |||||||||||||||
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 | 446,440,641 | ||||||||||||||
Shares issued for acquisition | $ 52,995 | $ 52,995 | ||||||||||||||
Share issuance - options exercised, shares | 417,489 | |||||||||||||||
Share issuance - RSUs exercised, shares | 3,665,337 | |||||||||||||||
Shares effectively repurchased for employee withholding tax | $ (5,944) | (5,944) | ||||||||||||||
Stock-based compensation | 9,417 | 9,417 | ||||||||||||||
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 | |||||||||||||||
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 | 446,440,641 | ||||||||||||||
Comprehensive income (loss) for the period | $ (147,223) | (11,971) | ||||||||||||||
Ending Balance at Feb. 28, 2022 | $ 4,661,013 | $ 48 | 5,110,892 | 1,010 | (484,710) | 33,773 | ||||||||||
Ending Balance, Shares at Feb. 28, 2022 | 480,737,533 | 480,737,533 | ||||||||||||||
Beginning Balance at Aug. 31, 2021 | $ 4,385,756 | $ 46 | 4,795,879 | 51,247 | (527,699) | 66,283 | ||||||||||
Beginning Balance, Shares at Aug. 31, 2021 | 450,523,467 | |||||||||||||||
Share issuance - legal settlement | 2,170 | 2,170 | ||||||||||||||
Share issuance - legal settlement, shares | 215,901 | |||||||||||||||
Shares issued for acquisition | $ 117,804 | $ 117,804 | ||||||||||||||
Shares issued for acquisition, shares | 9,817,061 | |||||||||||||||
Share issuance - DDH note | 28,560 | (28,560) | ||||||||||||||
Share issuance - DDH note, shares | 2,677,596 | |||||||||||||||
Share issuance - options exercised | 4,623 | 4,623 | ||||||||||||||
Share issuance - options exercised, shares | 98,044 | |||||||||||||||
Share issuance - RSUs exercised, shares | 470,324 | |||||||||||||||
Shares effectively repurchased for employee withholding tax | (2,742) | (2,742) | ||||||||||||||
Stock-based compensation | 8,253 | 8,253 | ||||||||||||||
Comprehensive income (loss) for the period | (42,875) | (41,652) | (201) | (1,022) | ||||||||||||
Ending Balance at Nov. 30, 2021 | 4,472,989 | $ 46 | 4,954,547 | 9,595 | (527,900) | 36,701 | ||||||||||
Ending Balance, Shares at Nov. 30, 2021 | 463,802,393 | |||||||||||||||
Share issuance - legal settlement | 20,000 | 20,000 | ||||||||||||||
Share issuance - legal settlement, shares | 2,743,485 | |||||||||||||||
Shares issued for acquisition | $ 114,068 | $ 2 | $ 114,066 | |||||||||||||
Shares issued for acquisition, shares | 12,540,479 | |||||||||||||||
Share issuance - options exercised | 778 | 778 | ||||||||||||||
Share issuance - options exercised, shares | 190,620 | |||||||||||||||
Share issuance - RSUs exercised, shares | 170,928 | |||||||||||||||
Share issuance - purchase of capital and intangible assets | 12,146 | 12,146 | ||||||||||||||
Share issuance - purchase of capital and intangible assets, shares | 1,289,628 | |||||||||||||||
Stock-based compensation | 9,355 | 9,355 | ||||||||||||||
Comprehensive income (loss) for the period | 31,677 | (8,585) | 43,190 | (2,928) | ||||||||||||
Ending Balance at Feb. 28, 2022 | $ 4,661,013 | $ 48 | $ 5,110,892 | $ 1,010 | $ (484,710) | $ 33,773 | ||||||||||
Ending Balance, Shares at Feb. 28, 2022 | 480,737,533 | 480,737,533 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Cash used in operating activities: | ||
Net income (loss) | $ 23,668 | $ (369,636) |
Adjustments for: | ||
Deferred income tax recovery | (17,296) | (35,444) |
Unrealized foreign exchange loss | 1,699 | 19,955 |
Amortization | 113,824 | 43,292 |
Gain on sale of capital assets | (631) | |
Inventory valuation write down | 12,000 | |
Other non-cash items | 962 | (490) |
Stock-based compensation | 27,025 | 11,414 |
Loss (gain) on long-term investments & equity investments | (2,401) | 4,252 |
Loss (gain) on derivative instruments | (210,653) | 283,878 |
Change in fair value of contingent consideration | (29,065) | |
Transaction costs associated with business acquisitions | 25,160 | |
Change in non-cash working capital: | ||
Accounts receivable | (458) | (17,048) |
Prepaids and other current assets | (953) | 6,644 |
Inventory | (16,512) | (15,829) |
Accounts payable and accrued liabilities | (57,947) | (9,114) |
Net cash used in operating activities | (156,738) | (52,966) |
Cash used in investing activities: | ||
Investment in capital and intangible assets | (28,470) | (33,931) |
Proceeds from disposal of capital and intangible assets | 11,526 | 6,607 |
Promissory notes advances | (2,419) | |
Repayment of notes receivable | 4,032 | |
Proceeds from disposal of long-term investments and equity investees | 8,429 | |
Net cash acquired (paid) on business acquisitions | 326 | (285,800) |
Net cash used in investing activities | (16,618) | (303,082) |
Cash (used in) provided by financing activities: | ||
Share capital issued, net of cash issuance costs | 102,550 | |
Proceeds (payment) from warrants and options exercised | (3,149) | 144 |
Proceeds from long-term debt | 102,798 | |
Repayment of long-term debt | (34,570) | (5,271) |
Repayment of lease liabilities | (4,672) | (749) |
Increase in bank indebtedness | 8,779 | (433) |
Dividend paid to NCI | (11,855) | |
Net cash (used in) provided by financing activities | (33,612) | 187,184 |
Effect of foreign exchange on cash and cash equivalents | (2,284) | 18,809 |
Net decrease in cash and cash equivalents | (209,252) | (150,055) |
Cash and cash equivalents, beginning of period | 488,466 | 360,646 |
Cash and cash equivalents, end of period | $ 279,214 | $ 210,591 |
Description of business
Description of business | 9 Months Ended |
Feb. 28, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of business | Note 1. Description of business Tilray Brands, Inc., and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, or “us”) is a leading global cannabis-lifestyle and consumer packaged goods company headquartered in Leamington, Ontario, Canada, with operations in Canada, the United States, Europe, Australia, New Zealand and Latin America 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 focused on building a global cannabis-lifestyle consumer packaged goods company in addition to its businesses in the marketing and manufacturing beverage alcohol products in the United States, and in the distribution of (non-Cannabis) pharmaceutical products in Germany and Argentina, 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 | 9 Months Ended |
Feb. 28, 2022 | |
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 in these interim financial statements 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 results for the three and nine months ended February 28, 2022 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 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 Annual Report. O n August 13, 2021, the Company and other unrelated persons in the principal amount of $ 165.8 million (the “MM Notes”) originally issued by MedMen Enterprises Inc. (“ MedMen ”) together with certain associated warrants (the “MM Warrants”) to acquire Class B subordinate voting shares of Medmen (the “ MedMen Shares”) from certain funds affiliated with Gotham Green Partners (the “MM Transaction”). The MM Notes mature on August 17, 2028 . On August 17, 2021, SH Acquisition completed the MM Transaction and issued 9,817,061 shares of its common stock as partial consideration for the MM Transaction. The balance of the consideration for the MM Transaction was paid in cash by the other unrelated investors of SH Acquisition. In connection with its issuance of 9,817,061 shares of its common stock, the Company’s received an interest in SH Acquisition equal to approximately 68% of the interests in SH Acquisition and, therefore, indirectly acquired a right to 68% of the MM Notes and related MM Warrants, which were convertible into approximately 21% of the MedMen Shares outstanding (if such MM Notes and MM Warrants were converted and exercised upon closing the MM Transaction). In addition, interest on the principal amount of the MM Notes shall accrue at an interest rate of LIBOR plus 6%, with a LIBOR floor of 2.5% and, any accrued interest shall be payment-in-kind at a price equal to the trailing 30-day volume weighted average price of the MedMen Shares, as and when such payment-in-kind interest becomes due and payable. SH Acquisition was also granted “top-up” rights enabling it (and its limited partners) to maintain its percentage ownership (on an “as-converted” basis) in the event that MedMen issues equity securities upon conversion of convertible securities that may be issued by MedMen. Tilray’s ability to convert the Notes and exercise the Warrants is dependent upon U.S. federal legalization of cannabis (a “Triggering Event”) or Tilray’s waiver of such requirement as well as any additional regulatory approvals. Under the SH Acquisition partnership agreement, certain material events described therein 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 SH Acquisition. As a result, we consolidated SH Acquisition as a subsidiary of Tilray beginning on August 17, 2021. Long-term investments. On December 1, 2021, the Company acquired all the membership interests in Cheese Grits, LLC, a Georgia limited liability company that owns the SweetWater Brewing Company brewery and taproom in Atlanta, Georgia (the “SW Acquisition”), which facility was previously leased to the Company. Cheese Grits, LLC, was owned by certain former equity holders of SweetWater and current employees. As consideration for the SW Acquisition, the Company paid a purchase price at closing equal to $30,665, which purchase price was satisfied through the assumption of outstanding debt as well as the issuance of 843,687 shares of Tilray Class 2 common stock with a fair value of $8,606. On December 17, 2021, the Company issued an additional 82,224 Class 2 common shares with a fair value at issuance of $776 to satisfy its contractual obligations under the SW Acquisition. As a result of the SW Acquisition, Cheese Grits, LLC has been consolidated as a subsidiary of Tilray beginning on December 1, 2021. The SW Acquisition did not meet the definition of a business under US GAAP and has been treated as an asset acquisition. On December 7, 2021 the Company acquired all the membership interests in Double Diamond Distillery LLC (d/b/a Breckenridge Distillery), a Colorado limited liability company and a leading distilled spirits brand located in Breckenridge, Colorado, known for its award-winning bourbon whiskey collection and innovative craft spirits portfolio (the “Breckenridge Acquisition”). As consideration for the Breckenridge Acquisition, the Company paid a purchase price in an aggregate amount equal to $114,068, which purchase price was satisfied through the issuance of 12,540,479 shares of Tilray’s Class 2 common shares. As a result, we consolidated Double Diamond Distillery LLC as a subsidiary of Tilray beginning December 7, 2021. Additional information about the Breckenridge Acquisition is included in Note 6 Goodwill 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 stockholders’ 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. Earnings (loss) per share Basic earnings (loss) per share is computed by dividing reported net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing reported net income (loss) by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options, warrants and RSUs and the incremental shares issuable upon conversion of the convertible debentures and similar instruments. In computing diluted earnings (loss) per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. For the three and nine-months ended February 28, 2022, the dilutive potential common share equivalents outstanding consist of the following:1,870,386 and 2,256,567 common shares from RSUs, nil and 901,781 common shares from share options, 1,007,654 and 3,119,734 common shares from warrants and nil and 1,468,878 common shares from convertible debentures, respectively. 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 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) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance, 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 | 9 Months Ended |
Feb. 28, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3. Inventory Inventory consisted of the following February 28, 2022 May 31, 2021 Plants $ 19,523 $ 23,083 Dried cannabis 125,527 118,269 Cannabis trim 2,316 2,931 Cannabis derivatives 28,367 24,158 Cannabis vapes 4,298 3,791 Packaging and other inventory items 26,318 31,462 Wellness inventory 13,398 15,171 Beverage alcohol inventory 29,136 5,402 Distribution inventory 24,409 32,162 Total $ 273,292 $ 256,429 During the three and nine months ended February 28, 2022, the Company recorded $0 and $12,000 in our cannabis segment of charges related to inventory write downs as a component of cost of goods sold (February 28, 2021-$0 and $0). |
Capital assets
Capital assets | 9 Months Ended |
Feb. 28, 2022 | |
Property Plant And Equipment [Abstract] | |
Capital assets | Note 4. Capital assets Capital assets consisted of the following: February 28, 2022 May 31, 2021 Land $ 32,118 $ 28,549 Production facility 441,593 346,510 Equipment 258,747 215,408 Leasehold improvement 8,101 17,059 ROU-assets under finance lease — 34,726 Construction in progress 9,991 85,322 $ 750,550 $ 727,574 Less: accumulated amortization (147,078 ) (76,876 ) Total $ 603,472 $ 650,698 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Feb. 28, 2022 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | Note 5. Intangible Assets Intangible assets consisted 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 Additions - 26 - 97 123 Effect of foreign exchange (6,240 ) (11,776 ) - (10,099 ) (28,115 ) At November 30, 2021 224,270 386,016 11,794 930,033 1,552,113 Additions - 27 - 4,902 4,929 Business acquisition 10,950 - - 78,250 89,200 Effect of foreign exchange 1,740 4,279 14 3,079 9,112 At February 28, 2022 236,960 390,322 11,808 1,016,264 1,655,354 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 Amortization 10,904 122 1,188 12,593 24,807 At November 30, 2021 38,672 1,405 6,320 55,701 102,098 Amortization 10,621 143 962 12,568 24,294 At February 28, 2022 $ 49,293 1,548 7,282 68,269 $ 126,392 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 Net book value at November 30, 2021 $ 185,598 $ 384,611 $ 5,474 $ 874,332 $ 1,450,015 Net book value at February 28, 2022 $ 187,667 $ 388,774 $ 4,526 $ 947,995 $ 1,528,962 As of February 28, 2022, included in Licenses, permits & applications is $388,360 of indefinite-lived intangible assets (May 31, 2021 - $412,000). |
Goodwill
Goodwill | 9 Months Ended |
Feb. 28, 2022 | |
Goodwill Disclosure [Abstract] | |
Goodwill | Note 6. Goodwill The following table shows the carrying amount of goodwill: Segment February 28, 2022 May 31, 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-provisional Cannabis business 2,155,471 2,144,143 Tilray-provisional Wellness business 77,470 77,470 Breckenridge-provisional Beverage alcohol business 14,871 — Effect of foreign exchange 39,820 63,713 Total $ 2,835,100 $ 2,832,794 Arrangement agreement between Tilray Inc. and Aphria Inc. Pursuant to the Arrangement, as described in Note 1, the Company is within the measurement period of the business acquisition. As of February 28, 2022 further adjustments as the Company completes its analysis. The Company will finalize the amounts recognized by April 30, 2022 . The fair value adjustments made during the three and nine months ended February 28, 2022 are reflected in the table below : February 28, 2022 May 31, 2021 Assets Cash and cash equivalents $ 375,673 $ 375,673 Accounts receivable 28,054 28,054 Inventory 68,547 76,547 Prepaids and other current assets 2,960 8,960 Capital assets 136,637 136,637 Right-of-use assets, operating leases 12,606 12,606 Definite-lived intangible assets (estimated useful life) Distribution channel ( 15 years 404,000 404,000 Customer relationships ( 15 years 59,000 59,000 Know how ( 5 years 115,000 115,000 Brands (10 to 25 years) 301,000 301,000 Indefinite-lived intangible assets Licenses 200,000 200,000 Goodwill-provisional 2,232,941 2,221,613 Other assets 22,879 22,879 Total assets 3,959,297 3,961,969 Liabilities Accounts payable 62,292 62,292 Accrued expenses and other current liabilities 85,120 85,120 Accrued lease obligations 21,962 21,962 Warrant liability 79,402 79,402 Deferred tax liability 233,719 236,391 Convertible notes 267,862 267,862 Other liabilities 4,034 4,034 Total liabilities 754,391 757,063 Net assets acquired $ 3,204,906 $ 3,204,906 Revenue for the Company would have been higher by approximately $45,000 and $135,000 for the three and nine months ended February 28, 2021, if the acquisition had taken place on June 1, 2020. Net income and comprehensive net income would have been lower by approximately $40,000 and $100,000 for the three and nine months ended February 28, 2021, if the acquisition had taken place on June 1, 2020. Acquisition of Double Diamond Distillery LLC (d/b/a Breckenridge Distillery) On December 7, 2021, the Company through its wholly-owned subsidiary Four Twenty Corporation, completed the purchase of all the membership interests of Double Diamond Distillery LLC (d/b/a Breckenridge Distillery), a Colorado limited liability company and a leading distilled spirits brand located in Breckenridge, Colorado (the “Breckenridge Acquisition”). As consideration for the Breckenridge Acquisition, the Company paid a purchase price in an aggregate amount equal to $ , which purchase price was satisfied through the issuance of shares of Tilray’s Class 2 common shares. The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value of the net assets acquired may be subject to adjustments pending completion of final valuations and post-closing adjustments. The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date. Amount Consideration Shares $ 114,068 Net assest acquired Current assets Cash and cash equivalents 326 Accounts receivable 2,128 Prepaids and other current assets 367 Inventory 20,351 Lont-term assets Capital assets 11,179 Customer relationships (15 years) 10,950 Intellectual property, trademarks & brands (15 years) 78,250 Goodwill 14,871 Total Assets 138,422 Current liabilities Accounts payable and accrued liabilities 2,228 Long-term liabilities Deferred tax liability 22,126 Total liabilities 24,354 Total net assets acquired $ 114,068 The goodwill of $14,871 is primarily related to factors such as synergies and market opportunities and is reported under the Company’s Beverage alcohol segment. Revenue for the Company would have been higher by approximately $6,000 and $18,000 for the three and nine months ended February 28, 2021, if the acquisition had taken place on June 1, 2020. Net income and comprehensive net income would have been lower by approximately $1,500 and $4,500 for the three and nine months ended February 28, 2021, if the acquisition had taken place on June 1, 2020. |
Long-term investments
Long-term investments | 9 Months Ended |
Feb. 28, 2022 | |
Investments All Other Investments [Abstract] | |
Long-term investments | Note 7 . Long term investments Long term investments consisted of the following February 28, 2022 May 31, 2021 Debt securities classified under available-for-sale method $ 122,765 $ — Equity investments measured at fair value level 1 2,417 9,251 Equity investments measured at fair value level 2 2,263 2,934 Equity investments under measurement alternative 5,710 5,500 Total investments in debt and equity securities $ 133,155 $ 17,685 As of February 28, 2022 Basis of presentation and summary of significant accounting policies. The unrealized loss on available-for-sale debt securities of $39,244 and $55,601 in accumulated other comprehensive income for relates to the long-term available-for-sale debt securities. The Company’s allowance for credit losses on debt securities classified as available-for-sale is $0 at February 28, 2022 and no related credit loss expenses were recorded during the . Comparisons are not provided for the comparable prior year periods given the MM Transaction did not close until August 17, 2021. The Company values debt securities under available-for-sale method using the Black-Scholes model (Level 3) with the following weighted-average assumptions: Expected term 0.2 to 6.2 years Expected volatility 70 % Effective interest rate 20.4 % Expected dividend yield 0.0 % Probability of conversion 0% to 60% Strike price $0.15 to $4.29 Fair value of common stock $ 0.13 The Company’s equity investments at fair value consist of publicly traded shares and warrants held by the Company, including certain warrants acquired 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. Unrealized gains and losses recognized in non-operating income (expense) during the three and nine months ended February 28, 2022 February 28, 2021 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 9 Months Ended |
Feb. 28, 2022 | |
Payables And Accruals [Abstract] | |
Accounts payable and accrued liabilities | Note 8 . Accounts payable and accrued liabilities Accounts payable and accrued liabilities are comprised of: February 28, 2022 May 31, 2021 Trade payables $ 70,249 $ 57,706 Accrued liabilities 49,503 112,594 Accrued payroll and employment related taxes 7,943 19,390 Income taxes payable 5,530 14,764 Accrued interest 3,378 148 Other accruals 491 8,211 Total $ 137,094 $ 212,813 |
Bank indebtedness
Bank indebtedness | 9 Months Ended |
Feb. 28, 2022 | |
Bank Indebtedness [Abstract] | |
Bank indebtedness | Note 9. Bank indebtedness The Company has 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 February 28, 2022, the Company has not drawn on the line of credit. The operating line of credit is secured by a security interest on that certain real property at 265 Talbot St. West, Leamington, Ontario. CC Pharma GmbH, a subsidiary of the Company, has three operating lines of credit for €8,000, €3,500, and €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 February 28, 2022, a total of €6,107 ($6,840) was drawn down from the available credit of €12,000. The operating lines of credit are secured by a security interest in the inventory held by CC Pharma GmbH. Four Twenty Corporation (“420”), a subsidiary of the Company, has a revolving credit facility of $30,000 which bears interest at EURIBOR plus an applicable margin. As of February 28, 2022, the Company has drawn $10,000 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 | 9 Months Ended |
Feb. 28, 2022 | |
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: February 28, 2022 May 31, 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 $ 55,300 $ 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 12,967 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 15,346 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 487 587 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 2,355 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 plus 1.79%, 5‐year term, repayable in quarterly instalments of €250 plus interest, due in December 2023 2,240 3,356 Term loan ‐ €5,000 ‐ Euro Interbank Offered Rate plus 2.68%, 5‐year term, repayable in quarterly instalments of €250 plus interest, due in December 2023 2,240 3,356 Term loan ‐ €1,500 ‐ Euro Interbank Offered Rate plus 2.00%, 5‐year term, repayable in quarterly instalments of €98 including interest, due in April 2025 1,375 1,831 Term loan ‐ €1,500 ‐ Euro Interbank Offered Rate plus 2.00%, 5‐year term, repayable in quarterly instalments of €98 including interest, due in June 2025 1,470 1,831 Mortgage payable - $22,635 - EUROBIR rate plus 1.5%, 10-year term, with a 10-year amortization, repayable in monthly instalments of $57 plus interest, due in October 2030 21,848 — 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 77,500 98,138 Carrying amount of long-term debt 193,128 206,169 Unamortized financing fees (1,742 ) (2,061 ) Net carrying amount 191,386 204,108 Less principal portion included in current liabilities (70,176 ) (36,622 ) Total noncurrent portion of long-term debt $ 121,210 $ 167,486 As of February 28, 2022, the Company was in compliance with all the long-term debt covenants. |
Convertible debentures
Convertible debentures | 9 Months Ended |
Feb. 28, 2022 | |
Debt Instruments [Abstract] | |
Convertible debentures | Note 11. Convertible debentures The following table sets forth the net carrying amount of the convertible debentures: February 28, 2022 May 31, 2021 5.25% Convertible Notes ("APHA 24") $ 229,945 $ 399,444 5.00% Convertible Notes ("TLRY 23") 271,130 268,180 Total $ 501,075 $ 667,624 APHA 24 February 28, 2022 May 31, 2021 5.25% Contractual debenture $ 350,000 $ 350,000 Debt settlement (90,760 ) (90,760 ) Fair value adjustment (29,295 ) 140,204 Net carrying amount of APHA 24 $ 229,945 $ 399,444 Holders of the APHA 24 may convert all or any portion of their Notes, in multiples of $1 principal amount, at their option at any time between December 1, 2023 to the maturity date of June 1, 2024. The initial conversion rate for the APHA 24 will be 89.31162364 shares of common stock, par value $0.0001 per share, of Tilray Brands, Inc. per $1,000 principal amount of Notes, which will be settled in cash, common shares of Aphria or a combination thereof, at Tilray’s election. This is equivalent to an initial conversion price of approximately $11.20 per common share, subject to adjustments in certain events. In addition, holders of the APHA 24 may convert all or any portion of their Notes, in multiples of $1 principal amount, at their option at any time preceding December 1, 2023, if: (a) the last reported sales price of the common shares for at least 20 trading days during a period of 30 consecutive trading days immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (b) during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1 principal amount of the APHA 24 for each trading day of the measurement period is less than 98% of the product of the last reported sale price of the Company’s common shares and the conversion rate on each such trading day; (c) the Company calls any or all of the APHA 24 for redemption or; (d) upon occurrence of a specified corporate event. The Company may not redeem the APHA 24 prior to June 6, 2022, except upon the occurrence of certain changes in tax laws. On or after June 6, 2022, the Company may redeem for cash all or part of the Notes, at its option, if the last reported sale price of the Company’s common shares has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on and including trading day immediately preceding the date on which the Company provides notice of redemption. The redemption of the APHA 24 will be equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date. The Company estimated the fair value of the APHA 24 convertible debenture at February 28, 2022 887 Risk-free interest rate 1.43 % Expected volatility 70 % Expected term 2.3 years Expected dividend yield 0.0 % Expected volatility is based on the historical volatility of the Company's common stock. TLRY 23 February 28, 2022 May 31, 2021 5.00% Contractual debenture $ 277,856 $ 277,856 Unamortized discount (6,726 ) (9,676 ) Net carrying amount of TLRY 23 $ 271,130 $ 268,180 Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election (the “cash conversion option”). The initial conversion rate for the convertible notes is 5.9735 shares of common stock per one thousand dollar principal amount of notes, which is equivalent to an initial conversion price of approximately $167.41 per share of common stock, which represents approximately 1,659,737 shares of common stock, based on the $277,856 aggregate principal amount of convertible notes outstanding as of February 28, 2022. Throughout the term of the TLRY 23, the conversion rate may be adjusted upon the occurrence of certain events. Prior to the close of business on the business day immediately preceding April 1, 2023, the TLRY 23 will be convertible only under the specified circumstances. On or after April 1, 2023 until the close of business on the business day immediately preceding the maturity date, September 30, 2023, holders may convert all or any portion of their TLRY 23, in multiples of $1 principal amount, at the option of the holder regardless of the aforementioned circumstances. |
Warrant liability
Warrant liability | 9 Months Ended |
Feb. 28, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Liability | Note 12. Warrant liability Warrants outstanding at February 28, 2022 : Balance Balance Classification Exercise Price May 31, 2021 Issued Exercised/Expired February 28, 2022 Expiration date – September 26, 2021 Equity 3.08 166,000 — (166,000 ) — Expiration date – January 30, 2022 Equity 9.08 5,828,651 — (5,828,651 ) — Expiration date – March 17, 2025 Liability 5.95 6,209,000 — — 6,209,000 12,203,651 — (5,994,651 ) 6,209,000 February 28, 2022 February 28, 2021 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 (5,994,651 ) $ 8.91 — — Outstanding, ending 6,209,000 $ 5.95 5,994,651 $ 8.91 The Company estimated the fair value of the Warrant liability at February 28, 2022 at $3.12 per warrant using the Black-Scholes pricing model (Level 3) with the following weighted-average assumptions Risk-free interest rate 1.59 % Expected volatility 70 % Expected term 3.6 years Expected dividend yield 0.0 % Strike price $ 5.95 Fair value of common stock $ 6.10 |
Stock-based compensation
Stock-based compensation | 9 Months Ended |
Feb. 28, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based compensation | Note 13 . Stock-based compensation The Company operates stock-based compensation plans as disclosed in our Annual Report. For the three and nine months ended February 28, 2022, the total stock-based compensation was $ 9,355 and $27,025 ( - $3,075 and $11,414). During the three and nine months ended February 28, 2022 For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Stock options $ 273 $ 727 $ 4,968 $ 2,977 RSUs 9,082 2,348 22,057 8,437 Total $ 9,355 $ 3,075 $ 27,025 $ 11,414 |
Accumulated other comprehensive
Accumulated other comprehensive income (loss) | 9 Months Ended |
Feb. 28, 2022 | |
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 Unrealized loss on available-for-sale debt securities Less non-controlling interests 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 Other comprehensive loss (32,367 ) 52 (16,357 ) 7,020 (41,652 ) Balance November 30, 2021 $ 23,278 $ (4,346 ) $ (16,357 ) $ 7,020 $ 9,595 Other comprehensive loss 18,498 (52 ) (39,244 ) 12,213 (8,585 ) Balance February 28, 2022 $ 41,776 $ (4,398 ) $ (55,601 ) $ 19,233 $ 1,010 |
Non-controlling interests
Non-controlling interests | 9 Months Ended |
Feb. 28, 2022 | |
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. During the three and nine months ended February 28, 2022 Summary of financial information of non-controlling interests as of February 28, 2022: Superhero LP CC Pharma Nordic ApS Aphria Diamond ColCanna S.A.S. February 28, 2022 Current assets $ — $ 568 $ 91,076 $ 264 $ 91,908 Non-current assets 122,765 155 155,589 144,733 423,242 Current liabilities — (700 ) (174,750 ) (6,758 ) (182,208 ) Non-current liabilities — (410 ) (14,739 ) (16 ) (15,165 ) Net assets $ 122,765 $ (387 ) $ 57,176 $ 138,223 $ 317,777 Summary of financial information of non-controlling interests as of May 31, 2021: CC Pharma Nordic ApS Aphria Diamond ColCanna S.A.S. May 31, 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 Summary of financial information of non-controlling interests for the nine months ended February 28, 2022: Superhero LP CC Pharma Nordic ApS Aphria Diamond ColCanna S.A.S. February 28, 2022 Revenue $ — $ 354 $ 88,470 $ — $ 88,824 Total expenses (7,568 ) 431 47,841 (192 ) 40,512 Net (loss) income 7,568 (77 ) 40,629 192 48,312 Other comprehensive (loss) income (55,601 ) 30 (2,509 ) (2,203 ) (60,283 ) Net comprehensive income $ (48,033 ) $ (47 ) $ 38,120 $ (2,011 ) $ (11,971 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (15,371 ) $ (12 ) $ 18,679 $ (201 ) $ 3,095 Summary of financial information of non-controlling interests for the nine months ended February 28, 2021: CC Pharma Nordic ApS Aphria Diamond ColCanna S.A.S. February 28, 2021 Revenue $ 473 $ 112,035 $ — $ 112,508 Total expenses 802 33,937 581 35,320 Net (loss) income (329 ) 78,098 (581 ) 77,188 Other comprehensive (loss) income — — — — Net comprehensive income $ (329 ) $ 78,098 $ (581 ) $ 77,188 Non-controlling interest % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (82 ) $ 38,266 $ (58 ) $ 38,126 |
Income Taxes
Income Taxes | 9 Months Ended |
Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. Income Taxes The determination of the Company’s overall effective tax rate requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. The effective tax rate reflects the income earned and taxed in various United States federal, state, and foreign jurisdictions. Tax law changes, increases and decreases in temporary and permanent differences between book and tax items, valuation allowances against the deferred tax assets, stock-based compensation, and the Company’s change in income in each jurisdiction all affect the overall effective tax rate. It is the Company’s practice to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company reported income tax benefit of $(1,830) and $(2,739) for the three and nine months ended February 28, 2022 . |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Feb. 28, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 17. 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 2023 2024 2025 2026 Thereafter Long-term debt repayment $ 193,128 $ 70,176 $ 95,243 $ 4,562 $ 4,142 $ 19,005 Convertible notes, principal and interest 589,716 27,503 299,570 262,643 — — Material purchase obligations 26,618 20,581 3,912 1,349 285 491 Construction commitments 1,221 1,221 — — — — Total $ 810,683 $ 119,481 $ 398,725 $ 268,554 $ 4,427 $ 19,496 Effective November 10, 2021, the Company entered into a termination and settlement agreement with ABG Intermediate Holdings 2, LLC (“ABG”) and certain of its affiliates. Pursuant to this settlement agreement, the Company terminated $6,600 in remaining guaranteed royalty payments owed to ABG in exchange for the payment of $3,925 as a termination fee. The termination fee was comprised of a $1,500 cash payment plus the issuance of 215,901 Class 2 common shares. The following table presents the future undiscounted payment associated with lease liabilities as of February 28, 2022: Operating leases 2023 $ 4,771 2024 4,302 2025 3,588 2026 3,838 Thereafter 10,089 Total minimum lease payments $ 26,588 Imputed interest (3,674 ) Obligations recognized $ 22,914 Legal proceedings The Company is and may be a defendant in lawsuits from time to time in the normal course of business. While the results of litigation and claims cannot be predicted with certainty, the Company believes the reasonably possible losses of such matters, individually and in the aggregate, are not material. Additionally, the Company believes the probable final outcome of such matters will not have a material adverse effect on the Company’s consolidated results of operations, financial position, cash flows or liquidity. |
Net revenue
Net revenue | 9 Months Ended |
Feb. 28, 2022 | |
Revenues [Abstract] | |
Net revenue | Note 18. Net revenue The Company reports its net revenue in four reporting segments: cannabis, distribution, beverage alcohol and wellness, in accordance with ASC 280 Segment Reporting. Net revenue is comprised of: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Cannabis revenue $ 69,178 $ 55,702 $ 232,540 $ 192,977 Cannabis excise taxes (14,133 ) (13,981 ) (48,271 ) (45,288 ) Net cannabis revenue 55,045 41,721 184,269 147,689 Beverage alcohol revenue 20,473 12,358 51,500 13,112 Beverage alcohol excise taxes (876 ) (416 ) (2,735 ) (460 ) Net beverage alcohol revenue 19,597 11,942 48,765 12,652 Distribution revenue 62,532 70,237 198,587 210,508 Wellness revenue 14,697 — 43,426 — Total $ 151,871 $ 123,900 $ 475,047 $ 370,849 |
Cost of goods sold
Cost of goods sold | 9 Months Ended |
Feb. 28, 2022 | |
Cost Of Goods And Services Sold [Abstract] | |
Cost of goods sold | Note 19. Cost of goods sold Cost of goods sold is comprised of: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Cannabis costs $ 37,042 $ 25,373 $ 122,492 $ 80,780 Beverage alcohol costs 8,091 7,056 20,674 7,337 Distribution costs 57,566 61,015 178,093 182,048 Wellness costs 9,343 — 30,238 — Total $ 112,042 $ 93,444 $ 351,497 $ 270,165 |
General and administrative expe
General and administrative expenses | 9 Months Ended |
Feb. 28, 2022 | |
General And Administrative Expense [Abstract] | |
General and administrative expenses | Note 20. General and administrative expenses General and administrative expenses are comprised of: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Executive compensation $ 4,238 $ 1,916 $ 9,565 $ 6,877 Office and general 4,012 3,446 21,755 12,285 Salaries and wages 14,076 8,888 37,536 27,052 Stock-based compensation 9,355 3,075 27,025 11,414 Insurance 4,835 3,155 14,461 9,265 Professional fees 3,601 2,679 9,669 8,785 Gain on sale of capital assets (861 ) - (631 ) - Insurance proceeds (4,032 ) - (4,032 ) - Travel and accommodation 1,102 654 2,876 1,906 Rent 2,119 678 3,177 1,152 Total $ 38,445 $ 24,491 $ 121,401 $ 78,736 |
Non-operating income (expense)
Non-operating income (expense) | 9 Months Ended |
Feb. 28, 2022 | |
Nonoperating Income Expense [Abstract] | |
Non-operating income (expense) | Note 21. Non-operating income (expense) Non-operating income (expense) is comprised of: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Change in fair value of convertible debenture $ 56,128 $ (213,538 ) $ 151,851 $ (283,881 ) Change in fair value of warrant liability 21,089 — 58,802 — Foreign exchange loss (2,548 ) (3,884 ) (18,452 ) (23,586 ) Loss on long-term investments (3,326 ) (2,733 ) (6,834 ) (4,252 ) Other non-operating (losses) gains, net 1,376 (185 ) 962 5,371 Total $ 72,719 $ (220,340 ) $ 186,329 $ (306,348 ) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Feb. 28, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 2 2 . Fair value measurements Financial instruments The Company Significant accounting policies The carrying At February 28, 2022 the Company’s long-term debt of $18,188 (May 31, 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. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of February 28, 2022 and May 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Level 1 Level 2 Level 3 February 28, 2022 Financial assets Cash and cash equivalents $ 279,214 $ — $ — $ 279,214 Convertible notes receivable — 1,173 — 1,173 Equity investments measured at fair value 2,417 2,263 5,710 10,390 Debt securities classified under available-for-sale method — — 122,765 122,765 Financial liabilities Warrant liability — — 19,366 19,366 Contingent consideration — — 31,592 31,592 APHA 24 Convertible debenture — — 229,945 229,945 Total recurring fair value measurements $ 281,631 $ 3,436 $ 409,378 $ 694,445 Level 1 Level 2 Level 3 May 31, 2021 Financial assets Cash and cash equivalents $ 488,466 — — $ 488,466 Convertible notes receivable — 2,485 — 2,485 Equity investments measured at fair value 9,251 2,934 5,500 17,685 Debt securities classified under available-for-sale method — — — — 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 $ 543,769 $ 1,046,905 The financial assets and liabilities required to be measured on a recurring basis are its equity consideration, and warrant liability. Convertible notes receivable, and equity investments are recorded at fair value. The estimated fair value is determined using quoted market prices, broker or dealer quotations or discounted cash flows and is classified as Level 2. Certain equity investments recorded at fair value have quoted prices in active markets for identical assets and are classified as Level 1. Debt securities classified as available-for sale are recorded at fair value. The estimated fair value is determined using the Black-Scholes option pricing model and is classified as Level 3. The Company classified these securities as level 2 in the period of acquisition, when the valuation was determined to reflect the recent market transaction. 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. The contingent consideration from the acquisition of SweetWater, first due in December 2023 and payable in cash, is determined by discounting future expected cash outflows at a discount rate of 5%, and probability of achievement of 50%. The unobservable inputs into the future expected cash outflows result in a fair value measurement classified as Level 3. The APHA 24 Convertible debentures are recorded at fair value. The estimated fair value is determined using the Black-Scholes option pricing model and is classified as Level 3. The balances APHA 24 Debt Convertible Warrant Contingent Securities Debt Liability Consideration AFS Total Balance, May 31, 2021 (399,444 ) (78,168 ) (60,657 ) — (538,269 ) Additions — — — 170,799 170,799 Disposals — — — — — Unrealized gain (loss) on fair value 169,499 58,802 29,065 (48,034 ) 209,332 Balance, February 28, 2022 $ (229,945 ) $ (19,366 ) $ (31,592 ) $ 122,765 $ (158,138 ) The unrealized the convertible debenture, the warrant liability, contingent consideration, and debt securities classified under available-for-sale method 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% 2.3 years Warrant liability Black-Scholes Volatility, expected life 70% 3.6 years Contingent consideration Discounted cash flows Discount rate, achievement 5% 50% Debt securities classified under available-for-sale method Black-Scholes Interest rate, conversion 20% 0% to 60% Items measured at fair value on a non-recurring basis The Company's 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 period. The Company considers its cash and cash equivalents and marketable securities as capital. |
Segment reporting
Segment reporting | 9 Months Ended |
Feb. 28, 2022 | |
Segment Reporting [Abstract] | |
Segment reporting | Note 2 3 . Segment reporting The Company operates in four reporting segments. 1) cannabis operations, which encompasses the production, distribution and sale of both medical and adult-use cannabis, 2) beverage alcohol operations, which encompasses the production, marketing 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. This structure is in line with how our Chief Operating Decision Maker (“CODM”) assesses our performance and allocates resources. 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 segment in its previous Annual Report, management determined that this no longer met the definition of a reporting segment. Segment net revenue from external customers: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Cannabis business $ 55,045 $ 41,721 $ 184,269 $ 147,689 Distribution business 62,532 70,237 198,587 210,508 Beverage alcohol business 19,597 11,942 48,765 12,652 Wellness business 14,697 — 43,426 — Total $ 151,871 $ 123,900 $ 475,047 $ 370,849 Segment gross profit from external customers: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Cannabis business $ 18,003 $ 16,348 $ 61,777 $ 66,909 Distribution business 4,966 9,222 20,494 28,460 Beverage alcohol business 11,506 4,886 28,091 5,315 Wellness business 5,354 — 13,188 — Total $ 39,829 $ 30,456 $ 123,550 $ 100,684 Channels of Cannabis revenue were as follows: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Revenue from Canadian medical cannabis products $ 7,050 $ 5,931 $ 23,353 $ 18,571 Revenue from Canadian adult-use cannabis products 43,504 48,097 162,632 163,220 Revenue from wholesale cannabis products 2,804 1,327 6,763 6,559 Revenue from international cannabis products 15,820 347 39,792 4,627 Less excise taxes (14,133 ) (13,981 ) (48,271 ) (45,288 ) Total $ 55,045 $ 41,721 $ 184,269 $ 147,689 Geographic net revenue: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 North America $ 73,234 $ 54,190 $ 236,220 $ 159,857 EMEA 74,671 68,701 225,596 207,492 Rest of World 3,966 1,009 13,231 3,500 Total $ 151,871 $ 123,900 $ 475,047 $ 370,849 Geographic capital assets: February 28, 2022 May 31, 2021 North America $ 472,096 $ 504,575 EMEA 127,482 140,838 Rest of World 3,894 5,285 Total $ 603,472 $ 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 and nine months ended February 28, 2022 and 2021, there were no major customers representing greater than 10% of our annual revenues. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Feb. 28, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 24 . Subsequent Events On March 3, 2022, we entered into a sales agreement (the “Sales Agreement”) with Jefferies LLC and Canaccord Genuity LLC (each, an “Agent” and together, the “Agents”), pursuant to which we may offer and sell shares of Tilray’s Class 2 common stock, par value $0.0001 per share, having an aggregate offering price of up to $400 million from time to time through an at the market equity offering program under which the Agents act as sales agent (the “ATM Program”). Under the Sales Agreement, the Agents may sell shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including but not limited to sales made directly on or through the Nasdaq Global Select Market or on any other existing trading market for Tilray’s Class 2 common stock. Each Agent will be entitled to a commission of up to three percent (3.0%) of the gross proceeds of each sale of Tilray’s Class 2 common stock made through or to such Agent from time to time under the Sales Agreement. As of April 6, 2022 April 6, 2022 On March 15, 2022, the Company entered into a sale agreement for the disposition of its Nanaimo, Canada, facility for a purchase price equal to CAD $18.25 million, with a targeted closing date in June 2022 subject to customary terms and satisfactory of closing conditions. |
Basis of presentation and sum_2
Basis of presentation and summary of significant accounting policies (Policies) | 9 Months Ended |
Feb. 28, 2022 | |
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 Annual Report. O n August 13, 2021, the Company and other unrelated persons in the principal amount of $ 165.8 million (the “MM Notes”) originally issued by MedMen Enterprises Inc. (“ MedMen ”) together with certain associated warrants (the “MM Warrants”) to acquire Class B subordinate voting shares of Medmen (the “ MedMen Shares”) from certain funds affiliated with Gotham Green Partners (the “MM Transaction”). The MM Notes mature on August 17, 2028 . On August 17, 2021, SH Acquisition completed the MM Transaction and issued 9,817,061 shares of its common stock as partial consideration for the MM Transaction. The balance of the consideration for the MM Transaction was paid in cash by the other unrelated investors of SH Acquisition. In connection with its issuance of 9,817,061 shares of its common stock, the Company’s received an interest in SH Acquisition equal to approximately 68% of the interests in SH Acquisition and, therefore, indirectly acquired a right to 68% of the MM Notes and related MM Warrants, which were convertible into approximately 21% of the MedMen Shares outstanding (if such MM Notes and MM Warrants were converted and exercised upon closing the MM Transaction). In addition, interest on the principal amount of the MM Notes shall accrue at an interest rate of LIBOR plus 6%, with a LIBOR floor of 2.5% and, any accrued interest shall be payment-in-kind at a price equal to the trailing 30-day volume weighted average price of the MedMen Shares, as and when such payment-in-kind interest becomes due and payable. SH Acquisition was also granted “top-up” rights enabling it (and its limited partners) to maintain its percentage ownership (on an “as-converted” basis) in the event that MedMen issues equity securities upon conversion of convertible securities that may be issued by MedMen. Tilray’s ability to convert the Notes and exercise the Warrants is dependent upon U.S. federal legalization of cannabis (a “Triggering Event”) or Tilray’s waiver of such requirement as well as any additional regulatory approvals. Under the SH Acquisition partnership agreement, certain material events described therein 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 SH Acquisition. As a result, we consolidated SH Acquisition as a subsidiary of Tilray beginning on August 17, 2021. Long-term investments. On December 1, 2021, the Company acquired all the membership interests in Cheese Grits, LLC, a Georgia limited liability company that owns the SweetWater Brewing Company brewery and taproom in Atlanta, Georgia (the “SW Acquisition”), which facility was previously leased to the Company. Cheese Grits, LLC, was owned by certain former equity holders of SweetWater and current employees. As consideration for the SW Acquisition, the Company paid a purchase price at closing equal to $30,665, which purchase price was satisfied through the assumption of outstanding debt as well as the issuance of 843,687 shares of Tilray Class 2 common stock with a fair value of $8,606. On December 17, 2021, the Company issued an additional 82,224 Class 2 common shares with a fair value at issuance of $776 to satisfy its contractual obligations under the SW Acquisition. As a result of the SW Acquisition, Cheese Grits, LLC has been consolidated as a subsidiary of Tilray beginning on December 1, 2021. The SW Acquisition did not meet the definition of a business under US GAAP and has been treated as an asset acquisition. On December 7, 2021 the Company acquired all the membership interests in Double Diamond Distillery LLC (d/b/a Breckenridge Distillery), a Colorado limited liability company and a leading distilled spirits brand located in Breckenridge, Colorado, known for its award-winning bourbon whiskey collection and innovative craft spirits portfolio (the “Breckenridge Acquisition”). As consideration for the Breckenridge Acquisition, the Company paid a purchase price in an aggregate amount equal to $114,068, which purchase price was satisfied through the issuance of 12,540,479 shares of Tilray’s Class 2 common shares. As a result, we consolidated Double Diamond Distillery LLC as a subsidiary of Tilray beginning December 7, 2021. Additional information about the Breckenridge Acquisition is included in Note 6 Goodwill |
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 stockholders’ 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. |
Earnings (loss) per share | Earnings (loss) per share Basic earnings (loss) per share is computed by dividing reported net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing reported net income (loss) by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options, warrants and RSUs and the incremental shares issuable upon conversion of the convertible debentures and similar instruments. In computing diluted earnings (loss) per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. For the three and nine-months ended February 28, 2022, the dilutive potential common share equivalents outstanding consist of the following:1,870,386 and 2,256,567 common shares from RSUs, nil and 901,781 common shares from share options, 1,007,654 and 3,119,734 common shares from warrants and nil and 1,468,878 common shares from convertible debentures, respectively. |
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 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) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance, 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) | 9 Months Ended |
Feb. 28, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following February 28, 2022 May 31, 2021 Plants $ 19,523 $ 23,083 Dried cannabis 125,527 118,269 Cannabis trim 2,316 2,931 Cannabis derivatives 28,367 24,158 Cannabis vapes 4,298 3,791 Packaging and other inventory items 26,318 31,462 Wellness inventory 13,398 15,171 Beverage alcohol inventory 29,136 5,402 Distribution inventory 24,409 32,162 Total $ 273,292 $ 256,429 |
Capital assets (Tables)
Capital assets (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Capital Assets | Capital assets consisted of the following: February 28, 2022 May 31, 2021 Land $ 32,118 $ 28,549 Production facility 441,593 346,510 Equipment 258,747 215,408 Leasehold improvement 8,101 17,059 ROU-assets under finance lease — 34,726 Construction in progress 9,991 85,322 $ 750,550 $ 727,574 Less: accumulated amortization (147,078 ) (76,876 ) Total $ 603,472 $ 650,698 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted 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 Additions - 26 - 97 123 Effect of foreign exchange (6,240 ) (11,776 ) - (10,099 ) (28,115 ) At November 30, 2021 224,270 386,016 11,794 930,033 1,552,113 Additions - 27 - 4,902 4,929 Business acquisition 10,950 - - 78,250 89,200 Effect of foreign exchange 1,740 4,279 14 3,079 9,112 At February 28, 2022 236,960 390,322 11,808 1,016,264 1,655,354 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 Amortization 10,904 122 1,188 12,593 24,807 At November 30, 2021 38,672 1,405 6,320 55,701 102,098 Amortization 10,621 143 962 12,568 24,294 At February 28, 2022 $ 49,293 1,548 7,282 68,269 $ 126,392 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 Net book value at November 30, 2021 $ 185,598 $ 384,611 $ 5,474 $ 874,332 $ 1,450,015 Net book value at February 28, 2022 $ 187,667 $ 388,774 $ 4,526 $ 947,995 $ 1,528,962 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Goodwill [Line Items] | |
Schedule of Carrying Amount of Goodwill | The following table shows the carrying amount of goodwill: Segment February 28, 2022 May 31, 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-provisional Cannabis business 2,155,471 2,144,143 Tilray-provisional Wellness business 77,470 77,470 Breckenridge-provisional Beverage alcohol business 14,871 — Effect of foreign exchange 39,820 63,713 Total $ 2,835,100 $ 2,832,794 |
Tilray Inc And Aphria Inc | |
Goodwill [Line Items] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | The fair value adjustments made during the three and nine months ended February 28, 2022 are reflected in the table below : February 28, 2022 May 31, 2021 Assets Cash and cash equivalents $ 375,673 $ 375,673 Accounts receivable 28,054 28,054 Inventory 68,547 76,547 Prepaids and other current assets 2,960 8,960 Capital assets 136,637 136,637 Right-of-use assets, operating leases 12,606 12,606 Definite-lived intangible assets (estimated useful life) Distribution channel ( 15 years 404,000 404,000 Customer relationships ( 15 years 59,000 59,000 Know how ( 5 years 115,000 115,000 Brands (10 to 25 years) 301,000 301,000 Indefinite-lived intangible assets Licenses 200,000 200,000 Goodwill-provisional 2,232,941 2,221,613 Other assets 22,879 22,879 Total assets 3,959,297 3,961,969 Liabilities Accounts payable 62,292 62,292 Accrued expenses and other current liabilities 85,120 85,120 Accrued lease obligations 21,962 21,962 Warrant liability 79,402 79,402 Deferred tax liability 233,719 236,391 Convertible notes 267,862 267,862 Other liabilities 4,034 4,034 Total liabilities 754,391 757,063 Net assets acquired $ 3,204,906 $ 3,204,906 Revenue for the Company would have been higher by approximately $45,000 and $135,000 for the three and nine months ended February 28, 2021, if the acquisition had taken place on June 1, 2020. Net income and comprehensive net income would have been lower by approximately $40,000 and $100,000 for the three and nine months ended February 28, 2021, if the acquisition had taken place on June 1, 2020. |
Breckenridge Acquisition | |
Goodwill [Line Items] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date. Amount Consideration Shares $ 114,068 Net assest acquired Current assets Cash and cash equivalents 326 Accounts receivable 2,128 Prepaids and other current assets 367 Inventory 20,351 Lont-term assets Capital assets 11,179 Customer relationships (15 years) 10,950 Intellectual property, trademarks & brands (15 years) 78,250 Goodwill 14,871 Total Assets 138,422 Current liabilities Accounts payable and accrued liabilities 2,228 Long-term liabilities Deferred tax liability 22,126 Total liabilities 24,354 Total net assets acquired $ 114,068 |
Long-term investments (Tables)
Long-term investments (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Schedule of Long-term Investments | Long term investments consisted of the following February 28, 2022 May 31, 2021 Debt securities classified under available-for-sale method $ 122,765 $ — Equity investments measured at fair value level 1 2,417 9,251 Equity investments measured at fair value level 2 2,263 2,934 Equity investments under measurement alternative 5,710 5,500 Total investments in debt and equity securities $ 133,155 $ 17,685 |
Schedule of Estimated Fair Value of Convertible Debenture / Warrant Liability, Contingent Consideration and Debt Securities Classified under Available-for-sale Method | The Company estimated the fair value of the Warrant liability at February 28, 2022 at $3.12 per warrant using the Black-Scholes pricing model (Level 3) with the following weighted-average assumptions Risk-free interest rate 1.59 % Expected volatility 70 % Expected term 3.6 years Expected dividend yield 0.0 % Strike price $ 5.95 Fair value of common stock $ 6.10 The unrealized the convertible debenture, the warrant liability, contingent consideration, and debt securities classified under available-for-sale method 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% 2.3 years Warrant liability Black-Scholes Volatility, expected life 70% 3.6 years Contingent consideration Discounted cash flows Discount rate, achievement 5% 50% Debt securities classified under available-for-sale method Black-Scholes Interest rate, conversion 20% 0% to 60% |
Available-for-sale Securities [Member] | |
Schedule of Estimated Fair Value of Convertible Debenture / Warrant Liability, Contingent Consideration and Debt Securities Classified under Available-for-sale Method | The Company values debt securities under available-for-sale method using the Black-Scholes model (Level 3) with the following weighted-average assumptions: Expected term 0.2 to 6.2 years Expected volatility 70 % Effective interest rate 20.4 % Expected dividend yield 0.0 % Probability of conversion 0% to 60% Strike price $0.15 to $4.29 Fair value of common stock $ 0.13 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities are comprised of: February 28, 2022 May 31, 2021 Trade payables $ 70,249 $ 57,706 Accrued liabilities 49,503 112,594 Accrued payroll and employment related taxes 7,943 19,390 Income taxes payable 5,530 14,764 Accrued interest 3,378 148 Other accruals 491 8,211 Total $ 137,094 $ 212,813 |
Long-term debt (Tables)
Long-term debt (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
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: February 28, 2022 May 31, 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 $ 55,300 $ 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 12,967 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 15,346 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 487 587 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 2,355 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 plus 1.79%, 5‐year term, repayable in quarterly instalments of €250 plus interest, due in December 2023 2,240 3,356 Term loan ‐ €5,000 ‐ Euro Interbank Offered Rate plus 2.68%, 5‐year term, repayable in quarterly instalments of €250 plus interest, due in December 2023 2,240 3,356 Term loan ‐ €1,500 ‐ Euro Interbank Offered Rate plus 2.00%, 5‐year term, repayable in quarterly instalments of €98 including interest, due in April 2025 1,375 1,831 Term loan ‐ €1,500 ‐ Euro Interbank Offered Rate plus 2.00%, 5‐year term, repayable in quarterly instalments of €98 including interest, due in June 2025 1,470 1,831 Mortgage payable - $22,635 - EUROBIR rate plus 1.5%, 10-year term, with a 10-year amortization, repayable in monthly instalments of $57 plus interest, due in October 2030 21,848 — 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 77,500 98,138 Carrying amount of long-term debt 193,128 206,169 Unamortized financing fees (1,742 ) (2,061 ) Net carrying amount 191,386 204,108 Less principal portion included in current liabilities (70,176 ) (36,622 ) Total noncurrent portion of long-term debt $ 121,210 $ 167,486 |
Convertible debentures (Tables)
Convertible debentures (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Debt Instrument [Line Items] | |
Schedule of Estimated Fair Value of Convertible Debenture / Warrant Liability, Contingent Consideration and Debt Securities Classified under Available-for-sale Method | The Company estimated the fair value of the Warrant liability at February 28, 2022 at $3.12 per warrant using the Black-Scholes pricing model (Level 3) with the following weighted-average assumptions Risk-free interest rate 1.59 % Expected volatility 70 % Expected term 3.6 years Expected dividend yield 0.0 % Strike price $ 5.95 Fair value of common stock $ 6.10 The unrealized the convertible debenture, the warrant liability, contingent consideration, and debt securities classified under available-for-sale method 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% 2.3 years Warrant liability Black-Scholes Volatility, expected life 70% 3.6 years Contingent consideration Discounted cash flows Discount rate, achievement 5% 50% Debt securities classified under available-for-sale method Black-Scholes Interest rate, conversion 20% 0% to 60% |
Convertible Debentures | |
Debt Instrument [Line Items] | |
Summary of Convertible Notes Receivable | The following table sets forth the net carrying amount of the convertible debentures: February 28, 2022 May 31, 2021 5.25% Convertible Notes ("APHA 24") $ 229,945 $ 399,444 5.00% Convertible Notes ("TLRY 23") 271,130 268,180 Total $ 501,075 $ 667,624 |
APHA 24 | |
Debt Instrument [Line Items] | |
Summary of Convertible Notes Receivable | APHA 24 February 28, 2022 May 31, 2021 5.25% Contractual debenture $ 350,000 $ 350,000 Debt settlement (90,760 ) (90,760 ) Fair value adjustment (29,295 ) 140,204 Net carrying amount of APHA 24 $ 229,945 $ 399,444 |
Schedule of Estimated Fair Value of Convertible Debenture / Warrant Liability, Contingent Consideration and Debt Securities Classified under Available-for-sale Method | The Company estimated the fair value of the APHA 24 convertible debenture at February 28, 2022 887 Risk-free interest rate 1.43 % Expected volatility 70 % Expected term 2.3 years Expected dividend yield 0.0 % |
TLRY 23 | |
Debt Instrument [Line Items] | |
Summary of Convertible Notes Receivable | TLRY 23 February 28, 2022 May 31, 2021 5.00% Contractual debenture $ 277,856 $ 277,856 Unamortized discount (6,726 ) (9,676 ) Net carrying amount of TLRY 23 $ 271,130 $ 268,180 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Schedule of Warrants Outstanding | Warrants outstanding at February 28, 2022 : Balance Balance Classification Exercise Price May 31, 2021 Issued Exercised/Expired February 28, 2022 Expiration date – September 26, 2021 Equity 3.08 166,000 — (166,000 ) — Expiration date – January 30, 2022 Equity 9.08 5,828,651 — (5,828,651 ) — Expiration date – March 17, 2025 Liability 5.95 6,209,000 — — 6,209,000 12,203,651 — (5,994,651 ) 6,209,000 February 28, 2022 February 28, 2021 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 (5,994,651 ) $ 8.91 — — Outstanding, ending 6,209,000 $ 5.95 5,994,651 $ 8.91 |
Schedule of Estimated Fair Value of Convertible Debenture / Warrant Liability, Contingent Consideration and Debt Securities Classified under Available-for-sale Method | The Company estimated the fair value of the Warrant liability at February 28, 2022 at $3.12 per warrant using the Black-Scholes pricing model (Level 3) with the following weighted-average assumptions Risk-free interest rate 1.59 % Expected volatility 70 % Expected term 3.6 years Expected dividend yield 0.0 % Strike price $ 5.95 Fair value of common stock $ 6.10 The unrealized the convertible debenture, the warrant liability, contingent consideration, and debt securities classified under available-for-sale method 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% 2.3 years Warrant liability Black-Scholes Volatility, expected life 70% 3.6 years Contingent consideration Discounted cash flows Discount rate, achievement 5% 50% Debt securities classified under available-for-sale method Black-Scholes Interest rate, conversion 20% 0% to 60% |
Stock-based compensation (Table
Stock-based compensation (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Based Compensation Recognized | The Company's total stock-based compensation expense recognized is as follows: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Stock options $ 273 $ 727 $ 4,968 $ 2,977 RSUs 9,082 2,348 22,057 8,437 Total $ 9,355 $ 3,075 $ 27,025 $ 11,414 |
Accumulated other comprehensi_2
Accumulated other comprehensive income (loss) (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
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 Unrealized loss on available-for-sale debt securities Less non-controlling interests 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 Other comprehensive loss (32,367 ) 52 (16,357 ) 7,020 (41,652 ) Balance November 30, 2021 $ 23,278 $ (4,346 ) $ (16,357 ) $ 7,020 $ 9,595 Other comprehensive loss 18,498 (52 ) (39,244 ) 12,213 (8,585 ) Balance February 28, 2022 $ 41,776 $ (4,398 ) $ (55,601 ) $ 19,233 $ 1,010 |
Non-controlling interests (Tabl
Non-controlling interests (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Text Block [Abstract] | |
Summary of Financial 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. During the three and nine months ended February 28, 2022 Summary of financial information of non-controlling interests as of February 28, 2022: Superhero LP CC Pharma Nordic ApS Aphria Diamond ColCanna S.A.S. February 28, 2022 Current assets $ — $ 568 $ 91,076 $ 264 $ 91,908 Non-current assets 122,765 155 155,589 144,733 423,242 Current liabilities — (700 ) (174,750 ) (6,758 ) (182,208 ) Non-current liabilities — (410 ) (14,739 ) (16 ) (15,165 ) Net assets $ 122,765 $ (387 ) $ 57,176 $ 138,223 $ 317,777 Summary of financial information of non-controlling interests as of May 31, 2021: CC Pharma Nordic ApS Aphria Diamond ColCanna S.A.S. May 31, 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 Summary of financial information of non-controlling interests for the nine months ended February 28, 2022: Superhero LP CC Pharma Nordic ApS Aphria Diamond ColCanna S.A.S. February 28, 2022 Revenue $ — $ 354 $ 88,470 $ — $ 88,824 Total expenses (7,568 ) 431 47,841 (192 ) 40,512 Net (loss) income 7,568 (77 ) 40,629 192 48,312 Other comprehensive (loss) income (55,601 ) 30 (2,509 ) (2,203 ) (60,283 ) Net comprehensive income $ (48,033 ) $ (47 ) $ 38,120 $ (2,011 ) $ (11,971 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (15,371 ) $ (12 ) $ 18,679 $ (201 ) $ 3,095 Summary of financial information of non-controlling interests for the nine months ended February 28, 2021: CC Pharma Nordic ApS Aphria Diamond ColCanna S.A.S. February 28, 2021 Revenue $ 473 $ 112,035 $ — $ 112,508 Total expenses 802 33,937 581 35,320 Net (loss) income (329 ) 78,098 (581 ) 77,188 Other comprehensive (loss) income — — — — Net comprehensive income $ (329 ) $ 78,098 $ (581 ) $ 77,188 Non-controlling interest % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (82 ) $ 38,266 $ (58 ) $ 38,126 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
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 2023 2024 2025 2026 Thereafter Long-term debt repayment $ 193,128 $ 70,176 $ 95,243 $ 4,562 $ 4,142 $ 19,005 Convertible notes, principal and interest 589,716 27,503 299,570 262,643 — — Material purchase obligations 26,618 20,581 3,912 1,349 285 491 Construction commitments 1,221 1,221 — — — — Total $ 810,683 $ 119,481 $ 398,725 $ 268,554 $ 4,427 $ 19,496 |
Summary of Future Undiscounted Payment Associated with Lease Liabilities | The following table presents the future undiscounted payment associated with lease liabilities as of February 28, 2022: Operating leases 2023 $ 4,771 2024 4,302 2025 3,588 2026 3,838 Thereafter 10,089 Total minimum lease payments $ 26,588 Imputed interest (3,674 ) Obligations recognized $ 22,914 |
Net revenue (Tables)
Net revenue (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Revenues [Abstract] | |
Summary of Net Revenue | Net revenue is comprised of: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Cannabis revenue $ 69,178 $ 55,702 $ 232,540 $ 192,977 Cannabis excise taxes (14,133 ) (13,981 ) (48,271 ) (45,288 ) Net cannabis revenue 55,045 41,721 184,269 147,689 Beverage alcohol revenue 20,473 12,358 51,500 13,112 Beverage alcohol excise taxes (876 ) (416 ) (2,735 ) (460 ) Net beverage alcohol revenue 19,597 11,942 48,765 12,652 Distribution revenue 62,532 70,237 198,587 210,508 Wellness revenue 14,697 — 43,426 — Total $ 151,871 $ 123,900 $ 475,047 $ 370,849 |
Cost of Goods Sold (Tables)
Cost of Goods Sold (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
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 February 28, For the nine months ended February 28, 2022 2021 2022 2021 Cannabis costs $ 37,042 $ 25,373 $ 122,492 $ 80,780 Beverage alcohol costs 8,091 7,056 20,674 7,337 Distribution costs 57,566 61,015 178,093 182,048 Wellness costs 9,343 — 30,238 — Total $ 112,042 $ 93,444 $ 351,497 $ 270,165 |
General and administrative ex_2
General and administrative expenses (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
General And Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | General and administrative expenses are comprised of: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Executive compensation $ 4,238 $ 1,916 $ 9,565 $ 6,877 Office and general 4,012 3,446 21,755 12,285 Salaries and wages 14,076 8,888 37,536 27,052 Stock-based compensation 9,355 3,075 27,025 11,414 Insurance 4,835 3,155 14,461 9,265 Professional fees 3,601 2,679 9,669 8,785 Gain on sale of capital assets (861 ) - (631 ) - Insurance proceeds (4,032 ) - (4,032 ) - Travel and accommodation 1,102 654 2,876 1,906 Rent 2,119 678 3,177 1,152 Total $ 38,445 $ 24,491 $ 121,401 $ 78,736 |
Non-operating income (expense)
Non-operating income (expense) (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Nonoperating Income Expense [Abstract] | |
Schedule of Non-Operating Income (Expense) | Non-operating income (expense) is comprised of: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Change in fair value of convertible debenture $ 56,128 $ (213,538 ) $ 151,851 $ (283,881 ) Change in fair value of warrant liability 21,089 — 58,802 — Foreign exchange loss (2,548 ) (3,884 ) (18,452 ) (23,586 ) Loss on long-term investments (3,326 ) (2,733 ) (6,834 ) (4,252 ) Other non-operating (losses) gains, net 1,376 (185 ) 962 5,371 Total $ 72,719 $ (220,340 ) $ 186,329 $ (306,348 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Fair Value Disclosures [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 February 28, 2022 and May 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Level 1 Level 2 Level 3 February 28, 2022 Financial assets Cash and cash equivalents $ 279,214 $ — $ — $ 279,214 Convertible notes receivable — 1,173 — 1,173 Equity investments measured at fair value 2,417 2,263 5,710 10,390 Debt securities classified under available-for-sale method — — 122,765 122,765 Financial liabilities Warrant liability — — 19,366 19,366 Contingent consideration — — 31,592 31,592 APHA 24 Convertible debenture — — 229,945 229,945 Total recurring fair value measurements $ 281,631 $ 3,436 $ 409,378 $ 694,445 Level 1 Level 2 Level 3 May 31, 2021 Financial assets Cash and cash equivalents $ 488,466 — — $ 488,466 Convertible notes receivable — 2,485 — 2,485 Equity investments measured at fair value 9,251 2,934 5,500 17,685 Debt securities classified under available-for-sale method — — — — 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 $ 543,769 $ 1,046,905 |
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 Debt Convertible Warrant Contingent Securities Debt Liability Consideration AFS Total Balance, May 31, 2021 (399,444 ) (78,168 ) (60,657 ) — (538,269 ) Additions — — — 170,799 170,799 Disposals — — — — — Unrealized gain (loss) on fair value 169,499 58,802 29,065 (48,034 ) 209,332 Balance, February 28, 2022 $ (229,945 ) $ (19,366 ) $ (31,592 ) $ 122,765 $ (158,138 ) |
Schedule of Estimated Fair Value of Convertible Debenture / Warrant Liability, Contingent Consideration and Debt Securities Classified under Available-for-sale Method | The Company estimated the fair value of the Warrant liability at February 28, 2022 at $3.12 per warrant using the Black-Scholes pricing model (Level 3) with the following weighted-average assumptions Risk-free interest rate 1.59 % Expected volatility 70 % Expected term 3.6 years Expected dividend yield 0.0 % Strike price $ 5.95 Fair value of common stock $ 6.10 The unrealized the convertible debenture, the warrant liability, contingent consideration, and debt securities classified under available-for-sale method 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% 2.3 years Warrant liability Black-Scholes Volatility, expected life 70% 3.6 years Contingent consideration Discounted cash flows Discount rate, achievement 5% 50% Debt securities classified under available-for-sale method Black-Scholes Interest rate, conversion 20% 0% to 60% |
Segment reporting (Tables)
Segment reporting (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Net Revenue From External Customers | Segment net revenue from external customers: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Cannabis business $ 55,045 $ 41,721 $ 184,269 $ 147,689 Distribution business 62,532 70,237 198,587 210,508 Beverage alcohol business 19,597 11,942 48,765 12,652 Wellness business 14,697 — 43,426 — Total $ 151,871 $ 123,900 $ 475,047 $ 370,849 Channels of Cannabis revenue were as follows: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Revenue from Canadian medical cannabis products $ 7,050 $ 5,931 $ 23,353 $ 18,571 Revenue from Canadian adult-use cannabis products 43,504 48,097 162,632 163,220 Revenue from wholesale cannabis products 2,804 1,327 6,763 6,559 Revenue from international cannabis products 15,820 347 39,792 4,627 Less excise taxes (14,133 ) (13,981 ) (48,271 ) (45,288 ) Total $ 55,045 $ 41,721 $ 184,269 $ 147,689 |
Schedule of Segment Gross Profit From External Customers | Segment gross profit from external customers: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 Cannabis business $ 18,003 $ 16,348 $ 61,777 $ 66,909 Distribution business 4,966 9,222 20,494 28,460 Beverage alcohol business 11,506 4,886 28,091 5,315 Wellness business 5,354 — 13,188 — Total $ 39,829 $ 30,456 $ 123,550 $ 100,684 |
Schedule of Geographic Net Revenue | Geographic net revenue: For the three months ended February 28, For the nine months ended February 28, 2022 2021 2022 2021 North America $ 73,234 $ 54,190 $ 236,220 $ 159,857 EMEA 74,671 68,701 225,596 207,492 Rest of World 3,966 1,009 13,231 3,500 Total $ 151,871 $ 123,900 $ 475,047 $ 370,849 |
Schedule of Geographic Capital Assets | Geographic capital assets: February 28, 2022 May 31, 2021 North America $ 472,096 $ 504,575 EMEA 127,482 140,838 Rest of World 3,894 5,285 Total $ 603,472 $ 650,698 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Dec. 17, 2021 | Dec. 07, 2021 | Dec. 01, 2021 | Sep. 17, 2021 | Aug. 13, 2021 | Feb. 28, 2022 | Feb. 28, 2022 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Debt instrument maturity date | Sep. 30, 2023 | ||||||
Warrant | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Common shares outstanding | 1,007,654 | 3,119,734 | |||||
Convertible Debentures | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Common shares outstanding | 1,468,878 | ||||||
RSUs | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Common shares outstanding | 1,870,386 | 2,256,567 | |||||
Share Option | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Common shares outstanding | 901,781 | ||||||
SH Acquisition | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Common stock issued, shares | 9,817,061 | ||||||
Acquisition of equity ownership percentage | 68.00% | ||||||
Convertible notes conversion percentage of shares | 21.00% | ||||||
SW Acquisition | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Acquisition, purchase price | $ 30,665 | ||||||
SW Acquisition | Class 2 Common Stock | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Acquisition, number of shares issued | 82,224 | 843,687 | |||||
Acquisition, fair value of shares issued | $ 776 | $ 8,606 | |||||
Breckenridge Acquisition | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Acquisition, purchase price | $ 114,068 | ||||||
Acquisition, fair value of shares issued | $ 114,068 | ||||||
Breckenridge Acquisition | Class 2 Common Stock | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Acquisition, number of shares issued | 12,540,479 | ||||||
MM Notes | LIBOR | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Interest rate | 6.00% | ||||||
MM Notes | LIBOR | Floor | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Interest rate | 2.50% | ||||||
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 | ||||||
Med Men Notes And Warrants | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Acquisition of equity ownership percentage | 68.00% | ||||||
Med Men Notes And Warrants | LIBOR | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Interest rate | 6.00% | ||||||
Med Men Notes And Warrants | LIBOR | Floor | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Interest rate | 2.50% |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Feb. 28, 2022 | May 31, 2021 |
Inventory [Line Items] | ||
Total | $ 273,292 | $ 256,429 |
Plants | ||
Inventory [Line Items] | ||
Total | 19,523 | 23,083 |
Dried Cannabis | ||
Inventory [Line Items] | ||
Total | 125,527 | 118,269 |
Cannabis Trim | ||
Inventory [Line Items] | ||
Total | 2,316 | 2,931 |
Cannabis Derivatives | ||
Inventory [Line Items] | ||
Total | 28,367 | 24,158 |
Cannabis Vapes | ||
Inventory [Line Items] | ||
Total | 4,298 | 3,791 |
Packaging and Other Inventory Items | ||
Inventory [Line Items] | ||
Total | 26,318 | 31,462 |
Wellness Inventory | ||
Inventory [Line Items] | ||
Total | 13,398 | 15,171 |
Beverage Alcohol Inventory | ||
Inventory [Line Items] | ||
Total | 29,136 | 5,402 |
Distribution Inventory | ||
Inventory [Line Items] | ||
Total | $ 24,409 | $ 32,162 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Inventory [Line Items] | ||||
Inventory valuation write down | $ 12,000 | |||
Cannabis | ||||
Inventory [Line Items] | ||||
Inventory valuation write down | $ 0 | $ 0 | $ 12,000 | $ 0 |
Capital Assets - Schedule of Ca
Capital Assets - Schedule of Capital Assets (Details) - USD ($) $ in Thousands | Feb. 28, 2022 | May 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 750,550 | $ 727,574 |
Less: accumulated amortization | (147,078) | (76,876) |
Total | 603,472 | 650,698 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 32,118 | 28,549 |
Production Facility | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 441,593 | 346,510 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 258,747 | 215,408 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,101 | 17,059 |
ROU Assets Under Finance Lease | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 34,726 | |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 9,991 | $ 85,322 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | May 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost | $ 1,552,113 | $ 1,580,105 | $ 1,658,110 | |
Additions | 4,929 | 123 | 1,038 | |
Business acquisition | 89,200 | |||
Effect of foreign exchange | 9,112 | (28,115) | (79,043) | |
Intangible assets, Cost | 1,655,354 | 1,552,113 | 1,580,105 | |
Intangible assets, Accumulated depreciation | 102,098 | 77,291 | 52,192 | |
Amortization | 24,294 | 24,807 | 25,099 | |
Intangible assets, Accumulated depreciation | 126,392 | 102,098 | 77,291 | |
Intangible assets, Net book value | 1,528,962 | 1,450,015 | 1,502,814 | $ 1,605,918 |
Customer Relationships and Distribution Channel | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost | 224,270 | 230,510 | 239,810 | |
Business acquisition | 10,950 | |||
Effect of foreign exchange | 1,740 | (6,240) | (9,300) | |
Intangible assets, Cost | 236,960 | 224,270 | 230,510 | |
Intangible assets, Accumulated depreciation | 38,672 | 27,768 | 18,302 | |
Amortization | 10,621 | 10,904 | 9,466 | |
Intangible assets, Accumulated depreciation | 49,293 | 38,672 | 27,768 | |
Intangible assets, Net book value | 187,667 | 185,598 | 202,742 | 221,508 |
Licences, Permits & Applications | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost | 386,016 | 397,766 | 414,930 | |
Additions | 27 | 26 | 182 | |
Effect of foreign exchange | 4,279 | (11,776) | (17,346) | |
Intangible assets, Cost | 390,322 | 386,016 | 397,766 | |
Intangible assets, Accumulated depreciation | 1,405 | 1,283 | 1,167 | |
Amortization | 143 | 122 | 116 | |
Intangible assets, Accumulated depreciation | 1,548 | 1,405 | 1,283 | |
Intangible assets, Net book value | 388,774 | 384,611 | 396,483 | 413,763 |
Non-compete Agreements | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost | 11,794 | 11,794 | 12,453 | |
Effect of foreign exchange | 14 | (659) | ||
Intangible assets, Cost | 11,808 | 11,794 | 11,794 | |
Intangible assets, Accumulated depreciation | 6,320 | 5,132 | 4,299 | |
Amortization | 962 | 1,188 | 833 | |
Intangible assets, Accumulated depreciation | 7,282 | 6,320 | 5,132 | |
Intangible assets, Net book value | 4,526 | 5,474 | 6,662 | 8,154 |
Intellectual Property, Trademarks, Know How & Brands | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost | 930,033 | 940,035 | 990,917 | |
Additions | 4,902 | 97 | 856 | |
Business acquisition | 78,250 | |||
Effect of foreign exchange | 3,079 | (10,099) | (51,738) | |
Intangible assets, Cost | 1,016,264 | 930,033 | 940,035 | |
Intangible assets, Accumulated depreciation | 55,701 | 43,108 | 28,424 | |
Amortization | 12,568 | 12,593 | 14,684 | |
Intangible assets, Accumulated depreciation | 68,269 | 55,701 | 43,108 | |
Intangible assets, Net book value | $ 947,995 | $ 874,332 | $ 896,927 | $ 962,493 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | Feb. 28, 2022 | May 31, 2021 |
Licences, Permits & Applications | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Indefinite lived intangible assets | $ 388,360 | $ 412,000 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Feb. 28, 2022 | May 31, 2021 | |
Goodwill [Line Items] | ||
Effect of foreign exchange | $ 39,820 | $ 63,713 |
Total | 2,835,100 | 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 | 2,155,471 | 2,144,143 |
Tilray | Hemp Business | ||
Goodwill [Line Items] | ||
Goodwill, acquired during period | 77,470 | $ 77,470 |
Breckenridge-provisional | Beverage Alcohol Business | ||
Goodwill [Line Items] | ||
Goodwill, acquired during period | $ 14,871 |
Goodwill - Summary of Fair Valu
Goodwill - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 07, 2021 | Feb. 28, 2022 | May 31, 2021 |
Assets | |||
Goodwill-provisional | $ 2,835,100 | $ 2,832,794 | |
Tilray Inc And Aphria Inc | |||
Assets | |||
Cash and cash equivalents | 375,673 | 375,673 | |
Accounts receivable | 28,054 | 28,054 | |
Inventory | 68,547 | 76,547 | |
Prepaids and other current assets | 2,960 | 8,960 | |
Capital assets | 136,637 | 136,637 | |
Right-of-use assets, operating leases | 12,606 | 12,606 | |
Goodwill-provisional | 2,232,941 | 2,221,613 | |
Other assets | 22,879 | 22,879 | |
Total assets | 3,959,297 | 3,961,969 | |
Liabilities | |||
Accounts payable and accrued liabilities | 62,292 | 62,292 | |
Accrued expenses and other current liabilities | 85,120 | 85,120 | |
Accrued lease obligations | 21,962 | 21,962 | |
Warrant liability | 79,402 | 79,402 | |
Deferred tax liability | 233,719 | 236,391 | |
Convertible notes | 267,862 | 267,862 | |
Other liabilities | 4,034 | 4,034 | |
Total liabilities | 754,391 | 757,063 | |
Total net assets acquired | 3,204,906 | 3,204,906 | |
Consideration | |||
Deferred tax liability | 233,719 | 236,391 | |
Total liabilities | 754,391 | 757,063 | |
Breckenridge Acquisition | |||
Assets | |||
Cash and cash equivalents | $ 326 | ||
Accounts receivable | 2,128 | ||
Inventory | 20,351 | ||
Prepaids and other current assets | 367 | ||
Capital assets | 11,179 | ||
Goodwill-provisional | 14,871 | ||
Total assets | 138,422 | ||
Liabilities | |||
Accounts payable and accrued liabilities | 2,228 | ||
Deferred tax liability | 22,126 | ||
Total liabilities | 24,354 | ||
Total net assets acquired | 114,068 | ||
Consideration | |||
Acquisition, fair value of shares issued | 114,068 | ||
Deferred tax liability | 22,126 | ||
Total liabilities | 24,354 | ||
Licenses | Tilray Inc And Aphria Inc | |||
Assets | |||
Business combination indefinite lived intangible assets | 200,000 | 200,000 | |
Distribution Channel | Tilray Inc And Aphria Inc | |||
Assets | |||
Business combination intangibles | 404,000 | 404,000 | |
Customer Relationships | Tilray Inc And Aphria Inc | |||
Assets | |||
Business combination intangibles | 59,000 | 59,000 | |
Customer Relationships | Breckenridge Acquisition | |||
Assets | |||
Business combination intangibles | 10,950 | ||
Know How | Tilray Inc And Aphria Inc | |||
Assets | |||
Business combination intangibles | 115,000 | 115,000 | |
Brands | Tilray Inc And Aphria Inc | |||
Assets | |||
Business combination intangibles | $ 301,000 | $ 301,000 | |
Intellectual Property, Trademarks & Brands | Breckenridge Acquisition | |||
Assets | |||
Business combination intangibles | $ 78,250 |
Goodwill - Summary of Fair Va_2
Goodwill - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Details) | Dec. 07, 2021 | Feb. 28, 2022 | May 31, 2021 |
Tilray Inc And Aphria Inc | Distribution Channel | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 15 years | 15 years | |
Tilray Inc And Aphria Inc | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 15 years | 15 years | |
Tilray Inc And Aphria Inc | Know How | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 5 years | 5 years | |
Tilray Inc And Aphria Inc | Brands | Minimum | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 10 years | 10 years | |
Tilray Inc And Aphria Inc | Brands | Maximum | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 25 years | 25 years | |
Breckenridge Acquisition | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 15 years | ||
Breckenridge Acquisition | Intellectual Property, Trademarks & Brands | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 15 years |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Thousands | Dec. 07, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2021 |
Goodwill [Line Items] | ||||||
Comprehensive net income | $ 34,605 | $ (280,872) | $ (150,318) | $ (414,640) | ||
Goodwill | 2,835,100 | $ 2,835,100 | $ 2,832,794 | |||
Tilray Inc And Aphria Inc | ||||||
Goodwill [Line Items] | ||||||
Revenue | 45,000 | 135,000 | ||||
Date of acquisition | Jun. 1, 2020 | |||||
Net income | 40,000 | 100,000 | ||||
Comprehensive net income | 40,000 | 100,000 | ||||
Goodwill | $ 2,232,941 | $ 2,232,941 | $ 2,221,613 | |||
Breckenridge Acquisition | ||||||
Goodwill [Line Items] | ||||||
Revenue | 6,000 | 18,000 | ||||
Date of acquisition | Jun. 1, 2020 | |||||
Net income | 1,500 | 4,500 | ||||
Comprehensive net income | $ 1,500 | $ 4,500 | ||||
Acquisition, purchase price | $ 114,068 | |||||
Goodwill | $ 14,871 | |||||
Breckenridge Acquisition | Class 2 Common Stock | ||||||
Goodwill [Line Items] | ||||||
Acquisition, number of shares issued | 12,540,479 |
Long-term Investments - Schedul
Long-term Investments - Schedule of Long-term Investments (Details) - USD ($) $ in Thousands | Feb. 28, 2022 | May 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Debt securities classified under available-for-sale method | $ 122,765 | |
Equity investments under measurement alternative | 5,710 | $ 5,500 |
Total investments in debt and equity securities | 133,155 | 17,685 |
Level 1 | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Equity investments measured at fair value | 2,417 | 9,251 |
Level 2 | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Equity investments measured at fair value | $ 2,263 | $ 2,934 |
Long-term Investments - Additio
Long-term Investments - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Schedule Of Available For Sale Securities [Line Items] | ||||
Unrealized gains (losses) on equity investments | $ (2,951,000) | $ (1,918,000) | $ (6,834,000) | $ (3,244,000) |
Impairments or adjustments equity investments under measurement alternative | 0 | $ 0 | 0 | $ 0 |
Investment in Equities | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Available-for-sale securities, allowance for credit loss | 0 | 0 | ||
Credit loss expenses | 0 | 0 | ||
Long-term Investments | Investment in Equities | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Unrealized loss on available-for-sale debt securities | $ 39,244,000 | $ 55,601,000 | ||
MM Notes | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Convertible debt instruments contractual maturity | 2028 | |||
MM Notes | LIBOR | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Interest rate | 6.00% | |||
MM Notes | LIBOR | Floor | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Interest rate | 2.50% |
Long-term Investments - Sched_2
Long-term Investments - Schedule of Weighted Average Assumptions, Debt Securities under Available-for-Sale (Details) - Debt Securities - Level 3 | Feb. 28, 2022yr |
Expected Term | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 0.2 |
Expected Term | Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 6.2 |
Expected Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 70 |
Effective Interest Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 20.4 |
Expected Dividend Yield | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 0 |
Probability of Conversion | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 0 |
Probability of Conversion | Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 60 |
Strike Price | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 0.15 |
Strike Price | Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 4.29 |
Fair Value of Common Stock | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 0.13 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2022 | May 31, 2021 |
Accounts Payable And Accrued Liabilities Current And Noncurrent [Abstract] | ||
Trade payables | $ 70,249 | $ 57,706 |
Accrued liabilities | 49,503 | 112,594 |
Accrued payroll and employment related taxes | 7,943 | 19,390 |
Income taxes payable | 5,530 | 14,764 |
Accrued interest | 3,378 | 148 |
Other accruals | 491 | 8,211 |
Total | $ 137,094 | $ 212,813 |
Bank Indebtedness - Additional
Bank Indebtedness - Additional Information (Details) | 9 Months Ended | ||||
Feb. 28, 2022CAD ($)Lineofcredit | Feb. 28, 2022EUR (€)Lineofcredit | Feb. 28, 2022USD ($) | Feb. 28, 2022CAD ($) | Feb. 28, 2022EUR (€) | |
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 | $ 6,840 | € 6,107 | |||
Number of operating lines of credit | Lineofcredit | 3 | 3 | |||
Available credit amount | € | € 12,000 | ||||
Four Twenty Corporation ("420") | Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit | $ | $ 10,000,000 | ||||
Operating Lines of Credit One | CC Pharma | |||||
Line Of Credit Facility [Line Items] | |||||
Operating line of credit | € | 8,000 | ||||
Operating Lines of Credit Two | CC Pharma | |||||
Line Of Credit Facility [Line Items] | |||||
Operating line of credit | € | 3,500 | ||||
Operating Lines of Credit Three | CC Pharma | |||||
Line Of Credit Facility [Line Items] | |||||
Operating line of credit | € | € 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% | ||
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% | ||
EURIBOR | Four Twenty Corporation ("420") | Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit | $ | $ 30,000,000 |
Long-term Debt - Schedule of Ne
Long-term Debt - Schedule of Net Carrying Amount of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Feb. 28, 2022 | May 31, 2021 |
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | $ 193,128 | $ 206,169 |
Unamortized financing fees | (1,742) | (2,061) |
Net carrying amount | 191,386 | 204,108 |
Less principal portion included in current liabilities | (70,176) | (36,622) |
Total noncurrent portion of long-term debt | 121,210 | 167,486 |
Credit Facility Due in November 2022 | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 55,300 | 62,964 |
Term Loan Due in July 2023 | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 12,967 | 14,335 |
Term Loan Due in April 2022 | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 15,346 | 17,117 |
Term Loan Due in August 2026 | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 487 | 587 |
Mortgage Payable due in August 2026 | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 2,355 | 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 Plus 1.79% | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 2,240 | 3,356 |
Term Loan Due in December 2023 | Euro Interbank Offered Rate Plus 2.68% | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 2,240 | 3,356 |
Term Loan Due in April 2025 | Euro Interbank Offered Rate Plus 2.00% | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 1,375 | 1,831 |
Term Loan Due in June 2025 | Euro Interbank Offered Rate Plus 2.00% | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 1,470 | 1,831 |
Mortgage Payable Due in October 2030 | EUROBIR Rate Plus 1.5% | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | 21,848 | |
Term Loan Due in March 2024 | EURIBOR | ||
Debt Instrument [Line Items] | ||
Carrying amount of long-term debt | $ 77,500 | $ 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 | 9 Months Ended | |||
Feb. 28, 2022USD ($) | Feb. 28, 2022EUR (€) | Feb. 28, 2022CAD ($) | Feb. 28, 2022EUR (€) | |
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 | ||||
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 Plus 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 Plus 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 Plus 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 Plus 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 | |||
Mortgage Payable Due in October 2030 | EUROBIR Rate Plus 1.5% | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | $ 22,635 | |||
Debt instrument term | 10 years | 10 years | ||
Debt instrument amortization period | 10 years | 10 years | ||
Debt instrument interest rate percentage | 1.50% | 1.50% | 1.50% | |
Repayment of instalments including interest | $ 57 | |||
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 | Feb. 28, 2022 | May 31, 2021 |
Debt Instrument [Line Items] | ||
Total | $ 501,075 | $ 667,624 |
5.25% Convertible Notes ("APHA 24") | ||
Debt Instrument [Line Items] | ||
Total | 229,945 | 399,444 |
5.00% Convertible Notes ("TLRY 23") | ||
Debt Instrument [Line Items] | ||
Total | $ 271,130 | $ 268,180 |
Convertible Debentures - Sche_2
Convertible Debentures - Schedule of Convertible Debentures - APHA 24 (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Feb. 28, 2022 | May 31, 2021 | |
Debt Instrument [Line Items] | ||
Convertible debenture | $ 501,075 | $ 667,624 |
5.25% Convertible Notes ("APHA 24") | ||
Debt Instrument [Line Items] | ||
Contractual debenture, gross | 350,000 | 350,000 |
Debt settlement | (90,760) | (90,760) |
Fair value adjustment | (29,295) | 140,204 |
Convertible debenture | $ 229,945 | $ 399,444 |
Convertible Debentures - Additi
Convertible Debentures - Additional Information (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Feb. 28, 2022USD ($)sharesTradingday$ / shares | May 31, 2021$ / shares | |
Debt Instrument [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Estimated fair value of APHA 24 convertible debenture per convertible debenture | 887 | |
Debt instrument maturity date | Sep. 30, 2023 | |
5.25% Convertible Notes ("APHA 24") | ||
Debt Instrument [Line Items] | ||
Debt instrument initial conversion price per share | $ 11.20 | |
Debt instrument convertible description | Holders of the APHA 24 may convert all or any portion of their Notes, in multiples of $1 principal amount, at their option at any time between December 1, 2023 to the maturity date of June 1, 2024. | |
Debt instrument, convertible, terms of conversion feature | (a) the last reported sales price of the common shares for at least 20 trading days during a period of 30 consecutive trading days immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (b) during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1 principal amount of the APHA 24 for each trading day of the measurement period is less than 98% of the product of the last reported sale price of the Company’s common shares and the conversion rate on each such trading day; (c) the Company calls any or all of the APHA 24 for redemption or; (d) upon occurrence of a specified corporate event. | |
Debt instrument, convertible, minimum trading days | Tradingday | 20 | |
Debt instrument, convertible, consecutive trading days | Tradingday | 30 | |
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | |
Debt instrument, convertible, minimum threshold percentage during measurement period | 98.00% | |
Percentage of redemption value on principal plus accrued and unpaid interest | 100.00% | |
Debt instrument maturity date | Jun. 1, 2024 | |
5.00% Convertible Notes ("TLRY 23") | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Convertible, Conversion Ratio | 5.9735 | |
Debt instrument initial conversion price per share | $ 167.41 | |
Debt instrument, convertible, number of common stock | shares | 1,659,737 | |
Credit facility amount | $ | $ 277,856 | |
Tilray Brands | 5.25% Convertible Notes ("APHA 24") | Common Stock | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Convertible, Conversion Ratio | 89.31162364 | |
Common stock, par value | $ 0.0001 |
Convertible Debentures - Sche_3
Convertible Debentures - Schedule of Estimated Fair Value of Convertible Debenture (Details) | Feb. 28, 2022yr |
Expected Term | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement input | 2.3 |
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 | 1.43 |
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 | 2.3 |
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 | 9 Months Ended | 12 Months Ended |
Feb. 28, 2022 | May 31, 2021 | |
Debt Instrument [Line Items] | ||
Convertible debenture | $ 501,075 | $ 667,624 |
5.00% Convertible Notes ("TLRY 23") | ||
Debt Instrument [Line Items] | ||
Contractual debenture, gross | 277,856 | 277,856 |
Unamortized discount | (6,726) | (9,676) |
Convertible debenture | $ 271,130 | $ 268,180 |
Warrant Liability - Schedule of
Warrant Liability - Schedule of Warrant Details (Details) - $ / shares | 9 Months Ended | |||
Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2021 | May 31, 2020 | |
Class Of Warrant Or Right [Line Items] | ||||
Exercise Price | $ 5.95 | $ 8.91 | $ 7.41 | $ 8.91 |
Beginning Balance | 12,203,651 | 5,994,651 | ||
Issued | 0 | 0 | ||
Exercised/Expired | (5,994,651) | |||
Ending Balance | 6,209,000 | 5,994,651 | ||
Warrant Expiring September 26, 2021 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Classification | Equity | |||
Exercise Price | $ 3.08 | |||
Beginning Balance | 166,000 | |||
Exercised/Expired | (166,000) | |||
Warrant Expiring January 30, 2022 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Classification | Equity | |||
Exercise Price | $ 9.08 | |||
Beginning Balance | 5,828,651 | |||
Exercised/Expired | (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 | 9 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
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 | (5,994,651) | 0 |
Ending Balance | 6,209,000 | 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 | 8.91 | 0 |
Outstanding, ending of the period, weighted average price | $ 5.95 | $ 8.91 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) | Feb. 28, 2022$ / shares |
Level 3 | |
Class Of Warrant Or Right [Line Items] | |
Estimated fair value of warrant liability per warrant | $ 3.12 |
Warrant Liability - Schedule _3
Warrant Liability - Schedule of Estimated Fair Value of Warrant Liability (Details) | Feb. 28, 2022USD ($)yr |
Expected Term | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | yr | 3.6 |
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 | 1.59 |
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 | 3.6 |
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 | $ | 6.10 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated share-based compensation expenses | $ 9,355 | $ 3,075 | $ 27,025 | $ 11,414 |
Aphria?s Predecessor Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | 0 | 0 | ||
Number of RSUs granted | 0 | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Based Compensation Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | $ 9,355 | $ 3,075 | $ 27,025 | $ 11,414 |
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | 273 | 727 | 4,968 | 2,977 |
RSUs | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total | $ 9,082 | $ 2,348 | $ 22,057 | $ 8,437 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance | $ 9,595 | $ 51,247 | $ 152,668 |
Other comprehensive loss | (8,585) | (41,652) | (101,421) |
Ending balance | 1,010 | 9,595 | 51,247 |
Foreign Currency Translation Gain (Loss) [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance | 23,278 | 55,645 | 156,417 |
Other comprehensive loss | 18,498 | (32,367) | (100,772) |
Ending balance | 41,776 | 23,278 | 55,645 |
Unrealized Loss on Convertible Notes Receivables [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance | (4,346) | (4,398) | (3,749) |
Other comprehensive loss | (52) | 52 | (649) |
Ending balance | (4,398) | (4,346) | $ (4,398) |
Unrealized Loss on Available-for-sale Debt Securities [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance | (16,357) | ||
Other comprehensive loss | (39,244) | (16,357) | |
Ending balance | (55,601) | (16,357) | |
Non-controlling Interests | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance | 7,020 | ||
Other comprehensive loss | 12,213 | 7,020 | |
Ending balance | $ 19,233 | $ 7,020 |
Non-controlling Interests - Add
Non-controlling Interests - Additional Information (Details) $ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022USD ($) | Feb. 28, 2022CAD ($) | Feb. 28, 2022USD ($) | Feb. 28, 2022CAD ($) | |
SH Acquisition | ||||
Minority Interest [Line Items] | ||||
Cash contributions | $ 0 | $ 117,804 | ||
Aphria Diamond | ||||
Minority Interest [Line Items] | ||||
Dividends paid | $ 0 | $ 56,630 | $ 70,000 |
Non-controlling Interests - Sum
Non-controlling Interests - Summary of financial Information Relating to Company's Subsidiaries (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2021 | |
Minority Interest [Line Items] | |||||||||
Current assets | $ 695,785 | $ 695,785 | $ 883,609 | ||||||
Current liabilities | (282,427) | (282,427) | (401,241) | ||||||
Revenue | 151,871 | $ 123,900 | 475,047 | $ 370,849 | |||||
Net income (loss) | 52,475 | (258,643) | 23,668 | (369,636) | |||||
Other comprehensive (loss) income | (20,798) | (7,353) | (170,891) | (6,878) | |||||
Net comprehensive income | 31,677 | $ (42,875) | $ (136,025) | (265,996) | $ (90,159) | $ (20,359) | (147,223) | (376,514) | |
Net comprehensive (loss) income | (2,928) | 14,876 | 3,095 | 38,126 | |||||
Non-controlling Interests | |||||||||
Minority Interest [Line Items] | |||||||||
Current assets | 91,908 | 91,908 | 20,765 | ||||||
Non-current assets | 423,242 | 423,242 | 300,386 | ||||||
Current liabilities | (182,208) | (182,208) | (29,529) | ||||||
Non-current liabilities | (15,165) | (15,165) | (76,344) | ||||||
Net assets | 317,777 | 317,777 | 215,278 | ||||||
Revenue | 88,824 | 112,508 | |||||||
Total expenses | 40,512 | 35,320 | |||||||
Net income (loss) | 48,312 | 77,188 | |||||||
Other comprehensive (loss) income | (60,283) | ||||||||
Net comprehensive income | (2,928) | $ (1,022) | $ 7,045 | $ 14,876 | $ 10,651 | $ 12,599 | (11,971) | 77,188 | |
Net comprehensive (loss) income | 3,095 | 38,126 | |||||||
Non-controlling Interests | SH Acquisition | |||||||||
Minority Interest [Line Items] | |||||||||
Non-current assets | 122,765 | 122,765 | |||||||
Net assets | $ 122,765 | 122,765 | |||||||
Total expenses | (7,568) | ||||||||
Net income (loss) | 7,568 | ||||||||
Other comprehensive (loss) income | (55,601) | ||||||||
Net comprehensive income | $ (48,033) | ||||||||
Non-controlling interest % | 32.00% | 32.00% | |||||||
Net comprehensive (loss) income | $ (15,371) | ||||||||
Non-controlling Interests | CC Pharma Nordic ApS | |||||||||
Minority Interest [Line Items] | |||||||||
Current assets | $ 568 | 568 | 919 | ||||||
Non-current assets | 155 | 155 | 103 | ||||||
Current liabilities | (700) | (700) | (956) | ||||||
Non-current liabilities | (410) | (410) | (406) | ||||||
Net assets | $ (387) | (387) | (340) | ||||||
Revenue | 354 | 473 | |||||||
Total expenses | 431 | 802 | |||||||
Net income (loss) | (77) | (329) | |||||||
Other comprehensive (loss) income | 30 | ||||||||
Net comprehensive income | $ (47) | $ (329) | |||||||
Non-controlling interest % | 25.00% | 25.00% | 25.00% | 25.00% | |||||
Net comprehensive (loss) income | $ (12) | $ (82) | |||||||
Non-controlling Interests | Aphria Diamond | |||||||||
Minority Interest [Line Items] | |||||||||
Current assets | $ 91,076 | 91,076 | 19,531 | ||||||
Non-current assets | 155,589 | 155,589 | 153,696 | ||||||
Current liabilities | (174,750) | (174,750) | (28,511) | ||||||
Non-current liabilities | (14,739) | (14,739) | (69,332) | ||||||
Net assets | $ 57,176 | 57,176 | 75,384 | ||||||
Revenue | 88,470 | 112,035 | |||||||
Total expenses | 47,841 | 33,937 | |||||||
Net income (loss) | 40,629 | 78,098 | |||||||
Other comprehensive (loss) income | (2,509) | ||||||||
Net comprehensive income | $ 38,120 | $ 78,098 | |||||||
Non-controlling interest % | 49.00% | 49.00% | 49.00% | 49.00% | |||||
Net comprehensive (loss) income | $ 18,679 | $ 38,266 | |||||||
Non-controlling Interests | ColCanna S.A.S. | |||||||||
Minority Interest [Line Items] | |||||||||
Current assets | $ 264 | 264 | 315 | ||||||
Non-current assets | 144,733 | 144,733 | 146,587 | ||||||
Current liabilities | (6,758) | (6,758) | (62) | ||||||
Non-current liabilities | (16) | (16) | (6,606) | ||||||
Net assets | $ 138,223 | 138,223 | $ 140,234 | ||||||
Total expenses | (192) | 581 | |||||||
Net income (loss) | 192 | (581) | |||||||
Other comprehensive (loss) income | (2,203) | ||||||||
Net comprehensive income | $ (2,011) | $ (581) | |||||||
Non-controlling interest % | 10.00% | 10.00% | 10.00% | 10.00% | |||||
Net comprehensive (loss) income | $ (201) | $ (58) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (1,830) | $ 6,310 | $ (2,739) | $ (13,707) |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Purchase and Other Commitments Maturities (Details) $ in Thousands | Feb. 28, 2022USD ($) |
Other Commitments [Line Items] | |
Total | $ 810,683 |
2023 | 119,481 |
2024 | 398,725 |
2025 | 268,554 |
2026 | 4,427 |
Thereafter | 19,496 |
Long-term Debt Repayment | |
Other Commitments [Line Items] | |
Total | 193,128 |
2023 | 70,176 |
2024 | 95,243 |
2025 | 4,562 |
2026 | 4,142 |
Thereafter | 19,005 |
Convertible Notes, Principal and Interest | |
Other Commitments [Line Items] | |
Total | 589,716 |
2023 | 27,503 |
2024 | 299,570 |
2025 | 262,643 |
Material Purchase Obligations | |
Other Commitments [Line Items] | |
Total | 26,618 |
2023 | 20,581 |
2024 | 3,912 |
2025 | 1,349 |
2026 | 285 |
Thereafter | 491 |
Construction Commitments | |
Other Commitments [Line Items] | |
Total | 1,221 |
2023 | $ 1,221 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - ABG Intermediate Holdings 2, LLC $ in Thousands | Nov. 10, 2021USD ($)shares |
Other Commitments [Line Items] | |
Guaranteed royalty payments terminated | $ 6,600 |
Royalty termination fee | 3,925 |
Royalty termination cash payment | $ 1,500 |
Class 2 Common Shares | |
Other Commitments [Line Items] | |
Royalty termination shares issued | shares | 215,901 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Undiscounted Payment Associated with Lease Liabilities (Details) $ in Thousands | 9 Months Ended |
Feb. 28, 2022USD ($) | |
Operating leases | |
2023 | $ 4,771 |
2024 | 4,302 |
2025 | 3,588 |
2026 | 3,838 |
Thereafter | 10,089 |
Total minimum lease payments | 26,588 |
Imputed interest | (3,674) |
Obligations recognized | $ 22,914 |
Operating Lease Liability Statement Of Financial Position [Extensible List] | tlry:OperatingLeaseLiabilityMember |
Net Revenue - Additional Inform
Net Revenue - Additional Information (Details) | 9 Months Ended |
Feb. 28, 2022Segment | |
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 | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Net revenue | $ 151,871 | $ 123,900 | $ 475,047 | $ 370,849 |
Cannabis Revenue | ||||
Net revenue | 69,178 | 55,702 | 232,540 | 192,977 |
Cannabis Excise Taxes | ||||
Net revenue | (14,133) | (13,981) | (48,271) | (45,288) |
Net Cannabis Revenue | ||||
Net revenue | 55,045 | 41,721 | 184,269 | 147,689 |
Beverage Alcohol Revenue | ||||
Net revenue | 20,473 | 12,358 | 51,500 | 13,112 |
Beverage Alcohol Excise Taxes | ||||
Net revenue | (876) | (416) | (2,735) | (460) |
Net Beverage Alcohol Revenue | ||||
Net revenue | 19,597 | 11,942 | 48,765 | 12,652 |
Distribution Revenue | ||||
Net revenue | 62,532 | $ 70,237 | 198,587 | $ 210,508 |
Wellness Revenue | ||||
Net revenue | $ 14,697 | $ 43,426 |
Cost of Goods Sold - Summary of
Cost of Goods Sold - Summary of Cost of Goods Sold (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Cost Of Goods And Services Sold [Abstract] | ||||
Cannabis costs | $ 37,042 | $ 25,373 | $ 122,492 | $ 80,780 |
Beverage alcohol costs | 8,091 | 7,056 | 20,674 | 7,337 |
Distribution costs | 57,566 | 61,015 | 178,093 | 182,048 |
Wellness costs | 9,343 | 30,238 | ||
Total | $ 112,042 | $ 93,444 | $ 351,497 | $ 270,165 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
General And Administrative Expense [Abstract] | ||||
Executive compensation | $ 4,238 | $ 1,916 | $ 9,565 | $ 6,877 |
Office and general | 4,012 | 3,446 | 21,755 | 12,285 |
Salaries and wages | 14,076 | 8,888 | 37,536 | 27,052 |
Stock-based compensation | 9,355 | 3,075 | 27,025 | 11,414 |
Insurance | 4,835 | 3,155 | 14,461 | 9,265 |
Professional fees | 3,601 | 2,679 | 9,669 | 8,785 |
Gain on sale of capital assets | (861) | (631) | ||
Insurance proceeds | (4,032) | (4,032) | ||
Travel and accommodation | 1,102 | 654 | 2,876 | 1,906 |
Rent | 2,119 | 678 | 3,177 | 1,152 |
Total | $ 38,445 | $ 24,491 | $ 121,401 | $ 78,736 |
Non-operating income (expense_2
Non-operating income (expense) - Schedule of Non-Operating Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Nonoperating Income Expense [Abstract] | ||||
Change in fair value of convertible debenture | $ 56,128 | $ (213,538) | $ 151,851 | $ (283,881) |
Change in fair value of warrant liability | 21,089 | 58,802 | ||
Foreign exchange loss | (2,548) | (3,884) | (18,452) | (23,586) |
Loss on long-term investments | (3,326) | (2,733) | (6,834) | (4,252) |
Other non-operating (losses) gains, net | 1,376 | (185) | 962 | 5,371 |
Total | $ 72,719 | $ (220,340) | $ 186,329 | $ (306,348) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 9 Months Ended | |
Feb. 28, 2022USD ($) | May 31, 2021USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, subject to fixed interest rates | $ 18,188 | $ 20,358 |
Discount Rate | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Business combination, contingent consideration, liability, measurement input | 0.05 | |
Business combination contingent consideration,Probability achievement | 50.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Feb. 28, 2022 | May 31, 2021 |
Financial assets | ||
Debt securities classified under available-for-sale method | $ 122,765 | |
Financial liabilities | ||
Contingent consideration | 31,592 | $ 60,657 |
Convertible debenture | 501,075 | 667,624 |
Fair Value, Measurements, Recurring | ||
Financial assets | ||
Cash and cash equivalents | 279,214 | 488,466 |
Convertible notes receivable | 1,173 | 2,485 |
Equity investments measured at fair value | 10,390 | 17,685 |
Debt securities classified under available-for-sale method | 122,765 | |
Financial liabilities | ||
Warrant liability | 19,366 | 78,168 |
Contingent consideration | 31,592 | 60,657 |
Total recurring fair value measurements | 694,445 | 1,046,905 |
Fair Value, Measurements, Recurring | APHA 24 Convertible Debenture | ||
Financial liabilities | ||
Convertible debenture | 229,945 | 399,444 |
Level 1 | ||
Financial assets | ||
Equity investments measured at fair value | 2,417 | 9,251 |
Level 1 | Fair Value, Measurements, Recurring | ||
Financial assets | ||
Cash and cash equivalents | 279,214 | 488,466 |
Equity investments measured at fair value | 2,417 | 9,251 |
Financial liabilities | ||
Total recurring fair value measurements | 281,631 | 497,717 |
Level 2 | ||
Financial assets | ||
Equity investments measured at fair value | 2,263 | 2,934 |
Level 2 | Fair Value, Measurements, Recurring | ||
Financial assets | ||
Convertible notes receivable | 1,173 | 2,485 |
Equity investments measured at fair value | 2,263 | 2,934 |
Financial liabilities | ||
Total recurring fair value measurements | 3,436 | 5,419 |
Level 3 | Fair Value, Measurements, Recurring | ||
Financial assets | ||
Equity investments measured at fair value | 5,710 | 5,500 |
Debt securities classified under available-for-sale method | 122,765 | |
Financial liabilities | ||
Warrant liability | 19,366 | 78,168 |
Contingent consideration | 31,592 | 60,657 |
Total recurring fair value measurements | 409,378 | 543,769 |
Level 3 | Fair Value, Measurements, Recurring | APHA 24 Convertible Debenture | ||
Financial liabilities | ||
Convertible debenture | $ 229,945 | $ 399,444 |
Fair Value Measurements - Sch_2
Fair Value Measurements - 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 | 9 Months Ended |
Feb. 28, 2022USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Beginning balance | $ (538,269) |
Additions | 170,799 |
Unrealized gain (loss) on fair value | 209,332 |
Ending balance | (158,138) |
APHA 24 Convertible Debenture | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Beginning balance | (399,444) |
Unrealized gain (loss) on fair value | 169,499 |
Ending balance | (229,945) |
Warrant Liability | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Beginning balance | (78,168) |
Unrealized gain (loss) on fair value | 58,802 |
Ending balance | (19,366) |
Contingent Consideration | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Beginning balance | (60,657) |
Unrealized gain (loss) on fair value | 29,065 |
Ending balance | (31,592) |
Debt Securities AFS | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Additions | 170,799 |
Unrealized gain (loss) on fair value | (48,034) |
Ending balance | $ 122,765 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measurement Inputs and Valuation Techniques (Details) | 9 Months Ended |
Feb. 28, 2022yr | |
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 |
Debt Securities Classified under Available-for-sale Valuation Technique [Extensible List] | http://www.tilray.com/#ValuationTechniqueBlackScholesMember |
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 | 2.3 |
Warrant and rights measurement input | 3.6 |
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 | 0.50 |
Interest Rate [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Debt securities classified under available-for-sale method | 0.20 |
Conversion [Member] | Minimum | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Debt securities classified under available-for-sale method | 0 |
Conversion [Member] | Maximum | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Debt securities classified under available-for-sale method | 0.60 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022Customer | Feb. 28, 2021Customer | Feb. 28, 2022SegmentCustomer | Feb. 28, 2021Customer | |
Segment Reporting Information [Line Items] | ||||
Number of operating segments | 4 | |||
Number of reportable segments | 4 | |||
Number of major customers | Customer | 0 | 0 | 0 | 0 |
Customer Concentration Risk | Revenue | Major Customers | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% | 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 | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | $ 151,871 | $ 123,900 | $ 475,047 | $ 370,849 |
Cannabis Business | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 55,045 | 41,721 | 184,269 | 147,689 |
Distribution Business | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 62,532 | 70,237 | 198,587 | 210,508 |
Beverage Alcohol Business | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 19,597 | $ 11,942 | 48,765 | $ 12,652 |
Wellness Business | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | $ 14,697 | $ 43,426 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Segment Gross Profit From External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total gross profit | $ 39,829 | $ 30,456 | $ 123,550 | $ 100,684 |
Cannabis Business | ||||
Segment Reporting Information [Line Items] | ||||
Total gross profit | 18,003 | 16,348 | 61,777 | 66,909 |
Distribution Business | ||||
Segment Reporting Information [Line Items] | ||||
Total gross profit | 4,966 | 9,222 | 20,494 | 28,460 |
Beverage Alcohol Business | ||||
Segment Reporting Information [Line Items] | ||||
Total gross profit | 11,506 | $ 4,886 | 28,091 | $ 5,315 |
Wellness Business | ||||
Segment Reporting Information [Line Items] | ||||
Total gross profit | $ 5,354 | $ 13,188 |
Segment Reporting - Summary of
Segment Reporting - Summary of Channels of Cannabis Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 151,871 | $ 123,900 | $ 475,047 | $ 370,849 |
Total | 151,871 | 123,900 | 475,047 | 370,849 |
Cannabis | ||||
Segment Reporting Information [Line Items] | ||||
Less excise taxes | (14,133) | (13,981) | (48,271) | (45,288) |
Total | 55,045 | 41,721 | 184,269 | 147,689 |
Cannabis | Revenue from Canadian Medical Cannabis Products | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 7,050 | 5,931 | 23,353 | 18,571 |
Cannabis | Revenue from Canadian Adult-use Cannabis Products | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 43,504 | 48,097 | 162,632 | 163,220 |
Cannabis | Revenue from Wholesale Cannabis Products | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 2,804 | 1,327 | 6,763 | 6,559 |
Cannabis | Revenue from International Cannabis Products | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 15,820 | $ 347 | $ 39,792 | $ 4,627 |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Geographic Net Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total net revenue | $ 151,871 | $ 123,900 | $ 475,047 | $ 370,849 |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenue | 73,234 | 54,190 | 236,220 | 159,857 |
EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenue | 74,671 | 68,701 | 225,596 | 207,492 |
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenue | $ 3,966 | $ 1,009 | $ 13,231 | $ 3,500 |
Segment Reporting - Schedule _4
Segment Reporting - Schedule of Geographic Capital Assets (Details) - USD ($) $ in Thousands | Feb. 28, 2022 | May 31, 2021 |
Segment Reporting Information [Line Items] | ||
Capital assets | $ 603,472 | $ 650,698 |
North America | ||
Segment Reporting Information [Line Items] | ||
Capital assets | 472,096 | 504,575 |
EMEA | ||
Segment Reporting Information [Line Items] | ||
Capital assets | 127,482 | 140,838 |
Rest of World | ||
Segment Reporting Information [Line Items] | ||
Capital assets | $ 3,894 | $ 5,285 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Thousands, $ in Millions | Apr. 06, 2022USD ($)$ / sharesshares | Mar. 03, 2022USD ($)$ / shares | Feb. 28, 2022$ / shares | Mar. 15, 2022CAD ($) | May 31, 2021$ / shares | Feb. 28, 2021$ / shares | May 31, 2020$ / shares |
Subsequent Event [Line Items] | |||||||
Exercise Price | $ / shares | $ 5.95 | $ 7.41 | $ 8.91 | $ 8.91 | |||
Sales Agreement | Nanaimo Facilities | |||||||
Subsequent Event [Line Items] | |||||||
Description of disposition | On March 15, 2022, the Company entered into a sale agreement for the disposition of its Nanaimo, Canada, facility for a purchase price equal to CAD $18.25 million, with a targeted closing date in June 2022 subject to customary terms and satisfactory of closing conditions. | ||||||
Sales Agreement | Subsequent Event | Nanaimo Facilities | |||||||
Subsequent Event [Line Items] | |||||||
Purchase price | $ 18,250 | ||||||
Sales Agreement | Subsequent Event | Class 2 Common Shares | |||||||
Subsequent Event [Line Items] | |||||||
Par value per share | $ / shares | $ 0.0001 | ||||||
Aggregate offering price | $ 400 | ||||||
Commission percentage | 3.00% | ||||||
Sales Agreement | Subsequent Event | Class 2 Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Sale of shares | shares | 16,941,537 | ||||||
Net proceeds from sale of shares | $ 88 | ||||||
Gross proceeds from sale of shares | 90 | ||||||
Agents commissions and fees | 2 | ||||||
Other expenses | 0.3 | ||||||
Remaining availability | $ 310 | ||||||
Sales Agreement | Subsequent Event | Class 2 Common Stock | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Exercise Price | $ / shares | $ 5.95 | ||||||
Sales Agreement | Subsequent Event | Class 2 Common Stock | Minimum | |||||||
Subsequent Event [Line Items] | |||||||
Exercise Price | $ / shares | $ 4.91 |