v3.25.2
Note 9 - Business Acquisitions
 12 Months Ended
May 31, 2025
Notes to Financial Statements  
Business Combination [Text Block]

9.

Business Acquisitions

 

Acquisition of Craft Beverage Business Portfolio

 

On  September 29, 2023, Tilray acquired a portfolio of craft brands, assets and businesses comprising eight beer and beverage brands from Anheuser-Busch Companies, LLC, ("AB") including breweries and brewpubs associated with them (the “Craft Acquisition I”). The acquired businesses/brands include Shock Top, Breckenridge Brewery, Blue Point Brewing Company, 10 Barrel Brewing Company, Redhook Brewery, Widmer Brothers Brewing, Square Mile Cider Company, and HiBall Energy. The Company paid a total purchase price equivalent of $ 83,658 in cash, net of a working capital adjustment at closing of $1,342. 

 

The table below summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date:

 

  

Amount

 

Consideration

    

Cash consideration

 $83,658 

Net assets acquired

    

Current assets

    

Cash and cash equivalents

  77 

Inventory

  20,993 

Prepaids and other current assets

  573 

Long-term assets

    

Capital assets

  82,913 

Finance lease, right-of-use assets

  42,497 

Operating lease, right-of-use assets

  7,677 

Other assets

  108 

Total assets

  154,838 

Current liabilities

    

Accounts payable and accrued liabilities

  18,006 

Current portion of finance lease liabilities

  1,031 

Current portion of operating lease liabilities

  1,408 

Long - term liabilities

    

Finance lease liabilities

  44,465 

Operating lease liabilities

  6,270 

Total liabilities

  71,180 

Total net assets acquired

 $83,658 

 

In the event that Craft Acquisition I had occurred on  June 1, 2023, the Company would have had, on an unaudited proforma basis, additional revenue of approximately $nil for the fiscal year ended May 31, 2025, and $55,000 for the fiscal year ended May 31, 2024, and its net loss and comprehensive net loss would have increased by approximately $nil for the fiscal year ended May 31, 2025, and $5,000 for the fiscal year ended May 31, 2024. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of Craft Acquisition I.

 

Acquisition of Craft Beverage Business Portfolio II

 

Effective  September 1, 2024, the Company acquired four craft beer brands and breweries from Molson Coors Beverage Company (“Molson”) including Atwater Brewery, Hop Valley Brewing Company, Terrapin Beer Co., and Revolver Brewing (the “Craft Acquisition II”). The purpose of the acquisition was to continue broadening Tilray's beverage brand strategy. In consideration for the acquisition, the Company paid a total purchase price of $ 22,979 in cash, which is subject to certain customary post-closing working capital adjustments.

 

The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value  may be subject to adjustments pending completion of final valuations and post-closing adjustments. During the period ended  May 31, 2025, the Company decreased the cash consideration paid by $100 reflecting working capital adjustments, decreased the fair value of inventory by $500, increased the fair value of capital assets by $3,550, and increased accounts payable and accrued liabilities by $3,150. The table below summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed for the Craft Acquisition II at the effective acquisition date as follows: 

 

  

Amount

 

Consideration

    

Cash consideration

 $22,979 

Net assets acquired

    

Current assets

    

Cash and cash equivalents

  4,869 

Accounts receivable

  1,993 

Inventory

  6,844 

Prepaids and other current assets

  185 

Long-term assets

    

Capital assets

  20,916 

Finance lease, right-of-use assets

  1,869 

Operating lease, right-of-use assets

  1,884 

Total assets

  38,560 

Current liabilities

    

Accounts payable and accrued liabilities

  11,828 

Current portion of finance lease liabilities

  354 

Current portion of operating lease liabilities

  564 

Long - term liabilities

    

Finance lease liabilities

  1,515 

Operating lease liabilities

  1,320 

Total liabilities

  15,581 

Total net assets acquired

  22,979 

 

In the event that the Craft Acquisition II had occurred on  June 1, 2023, the Company would have had, on an unaudited proforma basis, additional net revenue of approximately $13,700 for the fiscal year ended May 31, 2025 and approximately $57,000 for the fiscal year ended May 31, 2024, and its net loss and comprehensive net loss would have increased by approximately $5,500 for the fiscal year ended May 31, 2025, and $21,200 for the fiscal year ended May 31, 2024. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of the Craft Acquisition II.