Condensed Interim Consolidated
Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Stated in thousands of Canadian dollars, except share and per share amounts)
(Unaudited)
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| High Tide Inc. |
Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
Condensed Interim Consolidated Financial Statements for the three and nine months ended July 31, 2025 and 2024.
The accompanying unaudited condensed interim consolidated financial statements of High Tide Inc. (“High Tide” or the “Company”) have been prepared by and are the responsibility of the Company’s management and have been approved by the Audit Committee and Board of Directors of the Company.
Approved on behalf of the Board:
(Signed) "Harkirat (Raj) Grover" (Signed) "Nitin Kaushal"
President and Chair of the Board Director and Chair of the Audit Committee
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| High Tide Inc. |
Condensed Interim Consolidated Statements of Financial Position |
As at July 31, 2025 and October 31, 2024 |
(Unaudited — In thousands of Canadian dollars) |
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| | Notes | | 2025 | | | 2024 | | |
| | | | $ | | $ | |
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Assets | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | | | 63,809 | | | 47,267 | | |
Marketable securities | | | | 64 | | | 712 | | |
Trade and other receivables | | 11 | | 3,551 | | | 3,308 | | |
Inventory | | 10 | | 31,258 | | | 29,338 | | |
Prepaid expenses and deposits | | 9 | | 4,920 | | | 5,164 | | |
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Total current assets | | | | 103,602 | | | 85,789 | | |
Non-current assets | | | | | | | |
Property and equipment | | 7 | | 28,539 | | | 27,471 | | |
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Right‐of‐use assets | | 26 | | 35,563 | | | 36,525 | | |
Long term prepaid expenses and deposits | | 9 | | 3,225 | | | 3,607 | | |
Intangible assets and goodwill | | 8 | | 89,460 | | | 92,816 | | |
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Total non-current assets | | | | 156,787 | | | 160,419 | | |
Total assets | | | | 260,389 | | | 246,208 | | |
Liabilities | | | | | | | |
Current liabilities | | | | | | | |
Accounts payable and accrued liabilities | | | | 21,829 | | | 22,150 | | |
Income tax payable | | | | 1,603 | | | 1,659 | | |
Deferred revenue | | 14 | | 5,931 | | | 1,990 | | |
Interest bearing loans and borrowings | | 16 | | 10,087 | | | 12,891 | | |
Current portion of notes payable | | 12 | | - | | | 13,974 | | |
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Current portion of lease liabilities | | 26 | | 9,746 | | | 8,816 | | |
Derivative liability | | 15 | | 6,863 | | | - | | |
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Total current liabilities | | | | 56,059 | | | 61,480 | | |
Non-current liabilities | | | | | | | |
Notes payable | | 12 | | 66 | | | 65 | | |
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Lease liabilities | | 26 | | 30,252 | | | 31,391 | | |
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Deferred tax liability | | | | 290 | | | 284 | | |
Secured Debentures | | 17 | | 12,308 | | | 7,476 | | |
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Convertible debt | | 15 | | 17,923 | | | - | | |
Total non-current liabilities | | | | 60,839 | | | 39,216 | | |
Total liabilities | | | | 116,898 | | | 100,696 | | |
Shareholders' equity | | | | | | | |
Share capital | | 19 | | 302,968 | | | 300,643 | | |
Warrants | | 21 | | 4,610 | | | 4,632 | | |
Contributed surplus | | | | 41,506 | | | 40,507 | | |
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Accumulated other comprehensive income | | | | 6,785 | | | 6,848 | | |
Accumulated deficit | | | | (214,466) | | | (209,358) | | |
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Equity attributable to owners of the Company | | | | 141,403 | | | 143,272 | | |
Non-controlling interest | | 29 | | 2,088 | | | 2,240 | | |
Total shareholders' equity | | | | 143,491 | | | 145,512 | | |
Total liabilities and shareholders' equity | | | | 260,389 | | | 246,208 | | |
Contingent liability (Note 28)
Subsequent Events (Note 30)
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| High Tide Inc. |
Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
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| | | | Three months ended | | Nine months ended | |
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| | Notes | | 2025 | | | 2024 | | | 2025 | | 2024 | |
| | | | $ | | $ | | $ | | $ | |
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Revenue | | 6, 24 | | 149,690 | | | 131,685 | | | 429,955 | | | 384,011 | | |
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Cost of sales | | | | (109,599) | | | (96,231) | | | (318,953) | | | (277,264) | | |
Gross profit | | | | 40,091 | | | 35,454 | | | 111,002 | | | 106,747 | | |
Expenses | | | | | | | | | | | |
Salaries, wages and benefits | | | | (18,288) | | | (16,667) | | | (53,345) | | | (47,999) | | |
Share-based compensation | | 20 | | (824) | | | (881) | | | (3,249) | | | (2,225) | | |
General and administration | | | | (6,623) | | | (4,815) | | | (18,954) | | | (15,980) | | |
Professional fees | | | | (2,301) | | | (1,749) | | | (5,800) | | | (5,815) | | |
Advertising and promotion | | | | (592) | | | (1,178) | | | (2,534) | | | (3,154) | | |
Depreciation and amortization | | 7,8, 26 | | (6,080) | | | (5,678) | | | (17,807) | | | (20,031) | | |
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Interest and bank charges | | | | (1,644) | | | (1,431) | | | (4,575) | | | (3,709) | | |
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Total expenses | | | | (36,352) | | | (32,399) | | | (106,264) | | | (98,913) | | |
Income from operations | | | | 3,739 | | | 3,055 | | | 4,738 | | | 7,834 | | |
Other income (expenses) | | | | | | | | | | | |
Gain on extinguishment of financial liability | | | | - | | | - | | | - | | | 79 | | |
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Loss on revaluation of marketable securities | | | | - | | | (12) | | | - | | | (89) | | |
Finance and other costs | | 18 | | (2,676) | | | (1,693) | | | (8,973) | | | (6,977) | | |
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Gain on extinguishment of put option liability | | | | - | | | 159 | | | | | 569 | | |
Loss on foreign exchange | | | | (120) | | | (19) | | | (221) | | | (19) | | |
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Other gain (loss) | | | | 1 | | | 6 | | | (41) | | | (331) | | |
Loss on debentures | | | | - | | | - | | | - | | | (515) | | |
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FV change in derivative liability | | | | (43) | | | - | | | (43) | | | | |
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Total other expenses | | | | (2,838) | | | (1,559) | | | (9,278) | | | (7,283) | | |
Income (loss) before taxes | | | | 901 | | | 1,496 | | | (4,540) | | | 551 | | |
Income tax expense | | | | (69) | | | (303) | | | (153) | | | (308) | | |
Deferred income tax (expense) recovery | | | | - | | | (368) | | | - | | | 748 | | |
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Net income (loss) | | | | 832 | | | 825 | | | (4,693) | | | 991 | | |
Other comprehensive income (loss) | | | | | | | | | | | |
Translation difference on foreign subsidiary | | | | 100 | | | 100 | | | (63) | | | 532 | | |
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Total comprehensive income (loss) | | | | 932 | | | 925 | | | (4,756) | | | 1,523 | | |
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Net income (loss) attributed to: | | | | | | | | | | | |
Owners of the company | | | | 598 | | | 717 | | | (5,108) | | | 352 | | |
Non-controlling interest | | 29 | | 234 | | | 108 | | | 415 | | | 639 | | |
| | | | 832 | | | 825 | | | (4,693) | | | 991 | | |
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Comprehensive (loss) income attributed to: | | | | | | | | | | | |
Owners of the company | | | | 699 | | | 916 | | | (5,180) | | | 711 | | |
Non-controlling interest | | 29 | | 233 | | | 9 | | | 424 | | | 812 | | |
| | | | 932 | | | 925 | | | (4,756) | | | 1,523 | | |
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(Loss) income per share | | | | | | | | | | | |
Basic and diluted | | 22 | | 0.01 | | | 0.01 | | | (0.06) | | | — | | |
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| High Tide Inc. |
Condensed Interim Consolidated Statements of Changes in Equity |
For the nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars) |
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| | | | | | | | | | Equity | | Accumulated | | | | | | | | |
| | | | | | | | | | portion of | | other | | | | Attributable | | | | |
| | | | | | | | Contributed | | convertible | | comprehensive | | Accumulated | | to owners of | | | | |
| | Note | | Share capital | | Warrants | | surplus | | debt | | income (loss) | | deficit | | the Company | | NCI | | Total |
| | | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ |
Opening balance, November 1, 2023 | | | | 288,027 | | | 12,740 | | | 30,749 | | | 717 | | | 5,257 | | | (205,934) | | | 131,556 | | | 2,110 | | | 133,666 | |
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Issued to pay fees in shares | | | | 1,331 | | | - | | | - | | | - | | | - | | | - | | | 1,331 | | | - | | | 1,331 | |
Purchase of Queen of bud - paid in shares | | | | 900 | | | - | | | - | | | - | | | - | | | - | | | 900 | | | - | | | 900 | |
Acquisition of non-controlling interest - NuLeaf | | | | - | | | - | | | - | | | - | | | - | | | 196 | | | 196 | | | (196) | | | - | |
Issuance of share for settlement of convertible debentures | | | | 5,025 | | | - | | | - | | | - | | | - | | | - | | | 5,025 | | | - | | | 5,025 | |
Issuance of shares through ATM | | | | 3,154 | | | - | | | - | | | - | | | - | | | - | | | 3,154 | | | - | | | 3,154 | |
Revaluation of Convertible Debt | | | | - | | | - | | | - | | | (525) | | | - | | | 525 | | | - | | | - | | | - | |
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Share-based compensation | | | | - | | | - | | | 2,225 | | | - | | | - | | | - | | | 2,225 | | | - | | | 2,225 | |
Share issuance costs | | | | (75) | | | - | | | - | | | - | | | - | | | - | | | (75) | | | - | | | (75) | |
RSUs vested | | | | 929 | | | - | | | (929) | | | - | | | - | | | - | | | - | | | - | | | - | |
Warrants exercised | | | | 79 | | | (28) | | | 28 | | | - | | | - | | | - | | | 79 | | | - | | | 79 | |
Warrants expired | | | | - | | | (8,008) | | | 8,008 | | | - | | | - | | | - | | | - | | | - | | | - | |
Options exercised | | | | 110 | | | - | | | (76) | | | - | | | - | | | - | | | 34 | | | - | | | 34 | |
Settlement of escrow shares | | | | - | | | - | | | (219) | | | - | | | - | | | - | | | (219) | | | - | | | (219) | |
Cumulative translation adjustment | | | | - | | | - | | | - | | | - | | | 532 | | | - | | | 532 | | | - | | | 532 | |
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Settlement of Convertible Debenture | | | | - | | | - | | | - | | | (192) | | | - | | | 192 | | | - | | | - | | | - | |
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Net income for the period | | | | - | | | - | | | - | | | - | | | - | | | 352 | | | 352 | | | 639 | | | 991 | |
Balance, July 31, 2024 | | | | 299,480 | | | 4,704 | | | 39,786 | | | - | | | 5,789 | | | (204,669) | | | 145,090 | | | 2,553 | | | 147,643 | |
Balance, October 31, 2024 | | | | 300,643 | | | 4,632 | | | 40,507 | | | - | | | 6,848 | | | (209,358) | | | 143,272 | | | 2,240 | | | 145,512 | |
Opening balance, November 1, 2024 | | | | | | | | | | | | | | | | | | | | |
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Issuance of shares through ATM | | 19 | | 52 | | | - | | | - | | | - | | | - | | | - | | | 52 | | | - | | | 52 | |
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Share-based compensation | | 20 | | - | | | - | | | 3,249 | | | - | | | - | | | - | | | 3,249 | | | - | | | 3,249 | |
Share issuance costs | | 19 | | (274) | | | - | | | - | | | - | | | - | | | - | | | (274) | | | - | | | (274) | |
RSUs vested | | 19 | | 2,007 | | | - | | | (2,007) | | | - | | | - | | | - | | | - | | | - | | | - | |
Warrants exercised | | 21 | | 84 | | | (22) | | | - | | | - | | | - | | | - | | | 62 | | | - | | | 62 | |
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Options exercised | | 19 | | 456 | | | - | | | (243) | | | - | | | - | | | - | | | 213 | | | - | | | 213 | |
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Cumulative translation adjustment | | | | - | | | - | | | - | | | - | | | (63) | | | - | | | (63) | | | - | | | (63) | |
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Partner distributions | | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (567) | | | (567) | |
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Net loss for the period | | | | - | | | - | | | - | | | - | | | - | | | (5,108) | | | (5,108) | | | 415 | | | (4,693) | |
Balance, July 31, 2025 | | | | 302,968 | | | 4,610 | | | 41,506 | | | - | | | 6,785 | | | (214,466) | | | 141,403 | | | 2,088 | | | 143,491 | |
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| High Tide Inc. |
Condensed Interim Consolidated Statements of Cash Flows |
For the nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
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| | Notes | | 2025 | | | 2024 | | |
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Operating activities | | | | $ | | $ | |
Net (loss) income | | | | (4,693) | | | 991 | | |
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Income tax expense | | | | 153 | | | 308 | | |
Deferred income tax recovery | | | | - | | | (748) | | |
Accretion expense | | 18 | | | 469 | | | 3,031 | | |
Amortization of issuance fees on Secured debentures | | 18 | | | 271 | | | - | | |
Lease investment write-off | | | | - | | | 179 | | |
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Depreciation and amortization | | 7, 8, 26 | | 17,807 | | | 20,031 | | |
Share-based compensation | | 20 | | | 3,249 | | | 2,225 | | |
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Loss on revaluation of marketable securities | | | | - | | | 89 | | |
Gain on revaluation of put option liability | | | | - | | | (569) | | |
Loss on extinguishment of debenture | | | | - | | | 515 | | |
Loss on foreign exchange | | | | 221 | | | 19 | | |
Gain on extinguishment of financial liability | | | | - | | | (79) | | |
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FV change in derivative liability | | | | 43 | | | - | | |
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Other losses | | | | 41 | | | 331 | | |
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| | | | 17,561 | | | 26,323 | | |
Changes in non-cash working capital | | | | | | | |
Trade and other receivables | | | | (243) | | | 4,936 | | |
Inventory | | | | (1,920) | | | (3,094) | | |
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Prepaid expenses and deposits | | | | 626 | | | (2,169) | | |
Accounts payable and accrued liabilities | | | | (321) | | | (785) | | |
Income tax payable | | | | (56) | | | - | | |
Deferred revenue | | 14 | | | 3,941 | | | 684 | | |
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Net cash provided by operating activities | | | | 19,588 | | | 25,895 | | |
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Investing activities | | | | | | | |
Purchase of property and equipment | | 7 | | | (7,180) | | | (6,744) | | |
Purchase of intangible assets | | 8 | | | (123) | | | (500) | | |
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Purchase to obtain right-of-use assets | | | | (222) | | | (492) | | |
Proceeds from marketable securities | | | | 648 | | | 125 | | |
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Net cash used in investing activities | | | | (6,877) | | | (7,611) | | |
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Financing activities | | | | | | | |
Repayment of interest bearing loans and borrowings | | 16 | | | (2,804) | | | (2,397) | | |
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Repayment of notes payable | | | | (14,172) | | | (731) | | |
Proceeds from convertible debt | | | | 24,790 | | | - | | |
Repayment of convertible debentures | | | | - | | | (3,512) | | |
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Lease liability payments | | 26 | | | (7,397) | | | (8,494) | | |
Share issuance costs | | 19 | | | (274) | | | (75) | | |
Partner distributions | | | | (567) | | | - | | |
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Proceeds from equity financing through ATM | | 19 | | | 52 | | | 3,154 | | |
Warrants exercised | | 19 | | | 62 | | | 79 | | |
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Options exercised | | | | 220 | | | 34 | | |
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Proceeds from secured debentures | | | | 4,360 | | | - | | |
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Net cash provided by (used in) financing activities | | | | 4,270 | | | (11,942) | | |
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Effect of foreign exchange on cash | | | | (439) | | | (1,209) | | |
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Net increase in cash | | | | 16,542 | | | 5,133 | | |
Cash and cash equivalents, beginning of period | | | | 47,267 | | | 30,121 | | |
Cash and cash equivalents, end of period | | | | 63,809 | | | 35,254 | | |
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Supplemental cash flow information | | | | 2025 | | | 2024 | | |
Cash Interest Received | | | | 297 | | | 223 | | |
Cash Interest Paid | | | | 5,057 | | | 4,449 | | |
Cash Taxes Paid | | | | 201 | | | 638 | | |
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| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
1. Nature of operations
High Tide Inc. (the “Company” or “High Tide”) is a retail-focused cannabis company with bricks-and-mortar stores and global e-commerce assets. The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HITI” (listed as of June 2, 2021), the TSX Venture Exchange (“TSXV”) under the symbol “HITI”, and on the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the ticker symbol “2LYA”. The address of the Company’s corporate and registered office is # 112 – 11127 15 Street NE, Calgary, Alberta Canada T3K 2M4.
High Tide does not engage in any U.S. cannabis-related activities as defined by the Canadian Securities Administrators Staff Notice 51-352.
2. Basis of preparation
A. Statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the audited annual consolidated financial statements ("annual consolidated financial statements") of the Company for the year ended October 31, 2024 which are available on SEDAR at www.sedarplus.ca and with the SEC at www.sec.gov.
These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on September 15, 2025.
B. Basis of measurement
These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. The accounting policies set out below have been applied consistently by the Company and its wholly owned subsidiaries for the periods presented.
C. Currencies and foreign exchange
The Company’s condensed interim consolidated financial statements are presented in Canadian dollars, which is the functional and presentation currency of the Company and its Canadian subsidiaries. The functional currency of the Company’s United States (“U.S.”) subsidiaries is the U.S. dollar (“USD”), of the Company’s European subsidiaries is the Euro (“EUR”), and of the Company’s United Kingdom subsidiaries is the British Pound Sterling (“GBP”). Transactions denominated in currencies other than the functional currency are translated at the rate prevailing at the date of transaction. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rate prevailing at each reporting date. Income and expense amounts are translated at the dates of the transactions.
In preparing the Company’s condensed interim consolidated financial statements, the financial statements of the foreign subsidiaries are translated into Canadian dollars. The assets and liabilities of foreign subsidiaries are translated into Canadian dollars using exchange rates at the reporting date. Revenues and expenses of foreign operations are translated into Canadian dollars using average foreign exchange rates. Translation gains and losses resulting from the consolidation of operations into the Company’s functional currency, are recognized in other comprehensive income in the condensed interim consolidated statements of income (loss) and other comprehensive income (loss) and as a separate component of shareholders’ equity on the condensed interim consolidated statements of changes in equity.
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| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
D. Basis of consolidation
Subsidiaries are entities controlled by High Tide Inc. Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statements of loss and other comprehensive income (loss) from the effective date of acquisition and up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the annual consolidated financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. Intra‐group balances and transactions, and any unrealized gains or losses or income and expenses arising from intra‐group transactions are eliminated in preparing the condensed interim consolidated financial statements.
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Subsidiaries | | Percentage Ownership | | Functional Currency |
Canna Cabana Inc. | | 100 | % | | Canadian Dollar |
2680495 Ontario Inc. | | 100 | % | | Canadian Dollar |
Saturninus Partners GP | | 50 | % | | Canadian Dollar |
Valiant Distribution Canada Inc. | | 100 | % | | Canadian Dollar |
META Growth Corp. | | 100 | % | | Canadian Dollar |
NAC Thompson North Ltd. Partnership | | 49 | % | | Canadian Dollar |
NAC OCN Ltd. Partnership | | 49 | % | | Canadian Dollar |
HT Global Imports Inc. | | 100 | % | | Canadian Dollar |
2049213 Ontario Inc. | | 100 | % | | Canadian Dollar |
1171882 B.C. Ltd. | | 100 | % | | Canadian Dollar |
High Tide BV (Grasscity) | | 100 | % | | European Euro |
Valiant Distribution Inc. | | 100 | % | | U.S. Dollar |
Smoke Cartel USA, Inc. | | 100 | % | | U.S. Dollar |
Fab Nutrition, LLC | | 100 | % | | U.S. Dollar |
Halo Kushbar Retail Inc. | | 100 | % | | Canadian Dollar |
Nuleaf Naturals LLC | | 100 | % | | U.S. Dollar |
DHC Supply, LLC | | 100 | % | | U.S. Dollar |
2629268 Alberta ltd. | | 87.5 | % | | Canadian Dollar |
DS Distribution Inc. | | 100 | % | | U.S. Dollar |
Enigmaa Ltd. (Blessed CBD) | | 80 | % | | British Pound Sterling |
High Tide Germany GmbH | | 100 | % | | European Euro |
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3. Accounting policies
The material accounting policies applied in the preparation of the condensed interim consolidated financial statements for the three and nine months ended July 31, 2025, and July 31, 2024 are consistent with those applied and disclosed in Note 3 of the Company’s annual consolidated financial statements for the year ended October 31, 2024.
Effective November 1, 2024, the Company adopted amendments to IFRS 16, Leases which clarifies the subsequent measurement requirements for sale and leaseback transactions for sellers-lessees. The adoption of the amendments did not have a material impact on the Company's condensed interim consolidated financial statements.
Effective November 1, 2024, the Company adopted amendments to IAS 1, which clarifies the criteria for classifying liabilities with covenants as current or non-current. The adoption of the amendments did not have a material impact on the Company’s condensed interim consolidated financial statements.
For comparative purposes, the Company has reclassified certain items on the comparative condensed interim consolidated statements of income (loss) and comprehensive income (loss), and statements of financial position to conform with current period’s presentation.
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| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
4. Significant accounting judgement, estimates and assumptions
The estimates and assumptions are reviewed on an ongoing basis. Revisions in accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years. But for the new junior secured convertible debt, all significant judgements, estimates, and assumptions within these condensed interim consolidated financial statements are consistent as those applied to and presented in note 4 of the annual consolidated financial statements for the period ended October 31, 2024.
Significant judgements relating to the junior secured convertible debt include classification conclusions for conversion/prepayment features (not separated) and warrants (derivative liability), and estimation uncertainty related to expected volatility (Level 3) and the EIR used for amortized cost.
5. Business combinations
In accordance with IFRS 3, Business Combinations, these transactions meet the definition of a business combination and, accordingly, the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date.
A. Cantopia (Millcreek) acquisition (Prior year)
On June 25, 2024, the Company closed the acquisition of 100% of one retail cannabis store previously operated by Cantopia at 6400 Millcreek Drive, Mississauga, Ontario. Pursuant to the terms of the Arrangement, the consideration was comprised of $600 in cash with 25% of the purchase price withheld in escrow for one year after the date of the agreement to cover potential post-closing adjustments.
In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable net assets acquired on the acquisition date. Management finalized its purchase price allocation for the fair value of identifiable intangible assets, income taxes and the allocation of goodwill. The goodwill is primarily related to the opportunities to grow the business, expanded access to capital and greater financial flexibility. Goodwill is not deductible for tax purposes. For the year ended October 31, 2024, Cantopia accounted for $450 in revenues and $70 in net loss.
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Total consideration | | $ |
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Cash | | 600 | |
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Purchase price allocation | | |
Leasehold improvements | | 50 | |
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Office equipment and computers | | 6 | |
Right of use asset | | 292 | |
Inventory | | 41 | |
License | | 4 | |
Goodwill | | 499 | |
Lease liability | | (292) | |
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| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
6. Revenue from contracts with customers
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For the three months ended July 31 | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 |
| Bricks-and-mortar | | Bricks-and-mortar | | E-commerce | | E-commerce | | Total | | Total |
| | $ | | $ | | $ | | $ | | $ | | $ |
Primary geographical markets (i) | | | | | | | | | | | | |
Canada | | 145,792 | | | 123,092 | | | - | | | - | | | 145,792 | | | 123,092 | |
USA | | - | | | - | | | 3,746 | | | 8,153 | | | 3,746 | | | 8,153 | |
International | | - | | | - | | | 152 | | | 440 | | | 152 | | | 440 | |
Total revenue | | 145,792 | | | 123,092 | | | 3,898 | | | 8,593 | | | 149,690 | | | 131,685 | |
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Major products and services | | | | | | | | | | | | |
Cannabis and Hemp-derived products | | 130,662 | | | 111,773 | | | 1,301 | | | 3,894 | | | 131,963 | | | 115,667 | |
Consumption accessories | | 3,240 | | | 2,682 | | | 2,504 | | | 4,290 | | | 5,744 | | | 6,972 | |
Data analytics, advertising and other revenue | | 11,890 | | | 8,637 | | | 93 | | | 409 | | | 11,983 | | | 9,046 | |
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Total revenue | | 145,792 | | | 123,092 | | | 3,898 | | | 8,593 | | | 149,690 | | | 131,685 | |
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Timing of revenue recognition | | | | | | | | | | | | |
Transferred at a point in time | | 145,792 | | | 123,092 | | | 3,898 | | | 8,593 | | | 149,690 | | | 131,685 | |
Total revenue | | 145,792 | | | 123,092 | | | 3,898 | | | 8,593 | | | 149,690 | | | 131,685 | |
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For the nine months ended July 31 | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 |
| Bricks-and-mortar | | Bricks-and-mortar | | E-commerce | | E-commerce | | Total | | Total |
| | $ | | $ | | $ | | $ | | $ | | $ |
Primary geographical markets (i) | | | | | | | | | | | | |
Canada | | 414,597 | | | 353,922 | | | - | | | - | | | 414,597 | | | 353,922 | |
USA | | - | | | - | | | 14,746 | | | 28,684 | | | 14,746 | | | 28,684 | |
International | | - | | | - | | | 612 | | | 1,405 | | | 612 | | | 1,405 | |
Total revenue | | 414,597 | | | 353,922 | | | 15,358 | | | 30,089 | | | 429,955 | | | 384,011 | |
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Major products and services | | | | | | | | | | | | |
Cannabis and Hemp-derived products | | 370,069 | | | 319,329 | | | 5,564 | | | 13,204 | | | 375,633 | | | 332,533 | |
Consumption accessories | | 10,157 | | | 9,381 | | | 9,546 | | | 16,292 | | | 19,703 | | | 25,673 | |
Data analytics, advertising and other revenue | | 34,371 | | | 25,212 | | | 248 | | | 593 | | | 34,619 | | | 25,805 | |
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Total revenue | | 414,597 | | | 353,922 | | | 15,358 | | | 30,089 | | | 429,955 | | | 384,011 | |
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Timing of revenue recognition | | | | | | | | | | | | |
Transferred at a point in time | | 414,597 | | | 353,922 | | | 15,358 | | | 30,089 | | | 429,955 | | | 384,011 | |
Total revenue | | 414,597 | | | 353,922 | | | 15,358 | | | 30,089 | | | 429,955 | | | 384,011 | |
(i)Represents revenue based on geographical locations of the customers who have contributed to the revenue generated in the applicable segment.
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| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
7. Property and equipment
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| | Office equipment | | Production | | Leasehold | | | | | | |
| | and computers | | equipment | | improvements | | Vehicles | | Buildings | | Total |
Cost | | $ | | $ | | $ | | $ | | $ | | $ |
Opening balance, November 1, 2023 | | 5,739 | | | 3,859 | | | 42,333 | | | 38 | | | 3,575 | | | 55,544 | |
Additions | | 970 | | | - | | | 7,110 | | | 2 | | | 135 | | | 8,217 | |
Additions from business combinations | | 6 | | | - | | | 50 | | | - | | | - | | | 56 | |
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Foreign currency translation | | (38) | | | - | | | (17) | | | - | | | - | | | (55) | |
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Balance, October 31, 2024 | | 6,677 | | | 3,859 | | | 49,476 | | | 40 | | | 3,710 | | | 63,762 | |
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Additions | | 534 | | | 11 | | | 6,595 | | | - | | | 90 | | | 7,230 | |
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Foreign currency translation | | 22 | | | (20) | | | (8) | | | - | | | - | | | (6) | |
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Balance, July 31, 2025 | | 7,233 | | | 3,850 | | | 56,063 | | | 40 | | | 3,800 | | | 70,986 | |
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Accumulated depreciation | | | | | | | | | | | | |
Opening balance, November 1, 2023 | | 3,167 | | | 1,629 | | | 23,101 | | | 15 | | | 490 | | | 28,402 | |
Depreciation | | 844 | | | 584 | | | 6,175 | | | - | | | 222 | | | 7,825 | |
Foreign currency translation | | 7 | | | - | | | 57 | | | - | | | - | | | 64 | |
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Balance, October 31, 2024 | | 4,018 | | | 2,213 | | | 29,333 | | | 15 | | | 712 | | | 36,291 | |
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Depreciation | | 810 | | | 140 | | | 5,016 | | | 3 | | | 190 | | | 6,159 | |
Foreign currency translation | | 16 | | | (13) | | | (6) | | | - | | | - | | | (3) | |
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Balance, July 31, 2025 | | 4,844 | | | 2,340 | | | 34,343 | | | 18 | | | 902 | | | 42,447 | |
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Net Book Value, October 31, 2024 | | 2,659 | | | 1,646 | | | 20,143 | | | 25 | | | 2,998 | | | 27,471 | |
Net Book Value, July 31, 2025 | | 2,389 | | | 1,510 | | | 21,720 | | | 22 | | | 2,898 | | | 28,539 | |
(i)As at July 31, 2025, the Company had a balance of $1,422 (October 31, 2024 - $1,199) in assets under construction in Leasehold Improvements. These amounts related to Canadian retail locations not yet in operation.
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| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
8. Intangible assets and goodwill
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| | Software | | Licenses | | Brand name | | Goodwill | | Total |
Cost | | $ | | $ | | $ | | $ | | $ |
Opening balance, November 1, 2023 | | 11,310 | | | 46,269 | | | 8,948 | | | 76,203 | | | 142,730 | |
Additions | | 603 | | | (125) | | | 1,000 | | | (96) | | | 1,382 | |
Additions from business combinations | | - | | | 4 | | | - | | | 499 | | | 503 | |
Impairment loss | | - | | | - | | | (1,497) | | | (3,467) | | | (4,964) | |
Foreign currency translation | | 73 | | | - | | | 134 | | | 234 | | | 441 | |
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Balance, October 31, 2024 | | 11,986 | | | 46,148 | | | 8,585 | | | 73,373 | | | 140,092 | |
Additions | | 123 | | | - | | | - | | | - | | | 123 | |
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Foreign currency translation | | 96 | | | - | | | 5 | | | (64) | | | 37 | |
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Balance, July 31, 2025 | | 12,205 | | | 46,148 | | | 8,590 | | | 73,309 | | | 140,252 | |
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Accumulated depreciation | | | | | | | | | | |
Opening balance, November 1, 2023 | | 6,291 | | | 32,954 | | | - | | | - | | | 39,245 | |
Amortization | | 2,168 | | | 5,705 | | | 142 | | | - | | | 8,015 | |
Foreign currency translation | | 16 | | | - | | | - | | | - | | | 16 | |
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Balance, October 31, 2024 | | 8,475 | | | 38,659 | | | 142 | | | - | | | 47,276 | |
Amortization | | 1,610 | | | 1,727 | | | 150 | | | - | | | 3,487 | |
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Foreign currency translation | | 29 | | | - | | | - | | | - | | | 29 | |
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Balance, July 31, 2025 | | 10,114 | | | 40,386 | | | 292 | | | - | | | 50,792 | |
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Net Book Value, October 31, 2024 | | 3,511 | | | 7,489 | | | 8,443 | | | 73,373 | | | 92,816 | |
Net Book Value, July 31, 2025 | | 2,091 | | | 5,762 | | | 8,298 | | | 73,309 | | | 89,460 | |
During the three and nine months ended July 31, 2025, the Company evaluated for indicators of impairment and determined that no indicators were present.
9. Prepaid expenses and deposits
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As at | | July 31, 2025 | | October 31, 2024 |
| | $ | | $ |
Deposits on cannabis retail outlets | | 2,393 | | | 3,026 | |
Prepaid insurance and other | | 3,923 | | | 2,384 | |
Prepayment on inventory | | 1,829 | | | 3,361 | |
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Total | | 8,145 | | | 8,771 | |
Less current portion | | (4,920) | | | (5,164) | |
Long-term | | 3,225 | | | 3,607 | |
10. Inventory
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As at | | July 31, 2025 | | October 31, 2024 |
| | $ | | $ |
Finished goods | | 30,658 | | | 28,871 | |
Work in process | | 127 | | | 25 | |
Raw material | | 833 | | | 775 | |
Provision for obsolescence | | (360) | | | (333) | |
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Total | | 31,258 | | | 29,338 | |
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| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
11. Trade and other receivables
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As at | | July 31, 2025 | | October 31, 2024 |
| | $ | | $ |
Trade account receivable | | 4,299 | | | 3,833 | |
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Allowance for doubtful accounts | | (748) | | | (525) | |
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Total | | 3,551 | | | 3,308 | |
12. Notes Payable
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As at | | July 31, 2025 | | October 31, 2024 |
| | $ | | $ |
Notes payable (i) (ii) | | — | | 13,974 |
Other | | 66 | | 65 |
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Total | | 66 | | 14,039 |
Less current portion | | — | | (13,974) | |
Long-term obligation | | 66 | | 65 |
(i) On April 2, 2024 , the Company entered into a non-interest bearing note payable with former minority owners of Nuleaf to settle the exercise of the put option. The note payable was entered into on April 2, 2024, in the amount of $1,878 for a period of 15 months. The Company paid the loan in full in June 2025. For the three and nine months ended July 31, 2025, the Company made payments of $285 and $1,180 (July 31, 2024: $428 and $571) and incurred accretion expense in the amount of $7 and $84 (July 31, 2024: $83 and $114).
(ii) On November 18, 2020, the Company acquired all of the issued and outstanding shares of Meta which included a note payable to Opaskwayak Cree Nation (“OCN”). The note payable was valued at $12,783 at the date of acquisition by discounting it over two years at market interest rate of 15%. On January 6, 2021, the Company entered into another amended loan agreement with OCN to remove the annual administration fee and extend the maturity date of the loan until December 31, 2024. The Company paid the $13,000 loan in full on December 31, 2024. For the nine months ended July 31, 2025, the Company incurred interest in the amount of $216 (July 31, 2024: $975) and accretion of $87 (July 31, 2024: $354) in relation to the loan.
13. Accounts payable and accrued liabilities
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As at | | July 31, 2025 | | October 31, 2024 |
| | $ | | $ |
Accounts payable | | 6,244 | | 8,055 |
Accrued liabilities | | 9,559 | | 9,752 |
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Sales tax payable | | 6,026 | | 4,343 |
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Total | | 21,829 | | 22,150 |
14. Deferred Revenue
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As at | | July 31, 2025 | | October 31, 2024 |
| | $ | | $ |
Data analytics revenue | | 4,380 | | 843 |
Other | | 1,551 | | 1,147 |
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| | | | |
Total | | 5,931 | | 1,990 |
| | | | | |
| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
15. Convertible debt and derivative liability
Nature and key terms
On July 16, 2025, the Company entered into a non-revolving $30,000 junior secured term loan with a subsidiary of Cronos Group Inc. (the “Lender”). An original issue discount (“OID”) of 16% ($4,800) was retained by the Lender; the Funded Amount received by the Company was $25,200. Interest accrues at 4% per annum on the full $30,000 principal (inclusive of OID), payable quarterly in arrears on the last day of each quarter. The loan matures five years from closing and is prepayable at the Company’s option without penalty.
Conversion feature
While outstanding, the Lender may from time to time deliver a Conversion Offer to convert all or part of the Funded Amount only (principal net of OID) into common shares at $4.20 per share (the “Conversion Price”). The Company has 10 Business Days to accept or reject each Conversion Offer; if not accepted, it is deemed rejected. A 10% beneficial-ownership cap applies unless TSXV clearances are obtained.
Warrants
In connection with the loan, the Lender received 3,836,317 detachable warrants with a fixed exercise price of $3.91 per share. Warrants are exercisable for cash or, at the Company’s option, on a cashless basis; standard anti-dilution adjustments apply.
Security, ranking and covenants
The obligations are junior-secured and guaranteed by designated subsidiaries, ranking behind prior-ranking senior security under inter-creditor arrangements. The agreement includes financial covenants. The Company was in compliance with all covenants as at July 31, 2025.
Accounting policy and classification
•Prepayment option: Not separated; management determined negligible fair value at inception.
•Conversion option: Not separated; management determined negligible fair value at inception.
•Host loan (amortized cost): Recognized initially at fair value minus directly attributable transaction costs and subsequently measured at amortized cost using the effective interest method (EIR).
•Detachable warrants: Classified as a derivative financial liability and measured at FVTPL (due to settlement mechanics/adjustments).
•Transaction costs of $731 were incurred; $533 was allocated to the amortized-cost loan (deducted from its initial carrying amount) and $198 related to the FVTPL warrant liability (expensed in profit or loss at inception).
| | | | | | | | |
Initial recognition (July 16, 2025) | | |
| | $ |
Gross principal | | 30,000 |
Less: OID | | (4,800) |
Net proceeds | | 25,200 |
Less: transaction costs allocated to loan (amortized cost) | | (533) |
Less: Initial fair value of warrant liability | | (6,820) |
Initial carrying amount — loan (residual) | | 17,847 |
| | |
Transaction costs allocated to warrants (FVTPL) — expensed | | (198) |
| | |
| | |
| | |
| | | | | |
| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
| | | | | | | | |
Subsequent measurement to July 31, 2025 | | |
| | $ |
Loan (amortized cost) | | 17,847 |
Accretion expense | | 76 |
Closing carrying amount (July 31) | | 17,923 |
| | |
Cash interest paid | | - |
Interest expense | | 49 |
| | |
| | |
| | | | | | | | |
Warrant liability (FVTPL) | | |
| | $ |
Initial recognition (3,836,317 @ C$1.78) | | 6,820 |
Remeasurement (3,836,317 @ C$1.79) | | 6,863 |
Fair value gain (loss) recognized in profit or loss | | 43 |
Transaction costs expensed (at inception) | | 198 |
| | |
| | |
The convertible debt is subject to the same covenants as the Connect First loan, with which the Company remains in full compliance.
16. Interest bearing loans and borrowings
| | | | | | | | | | | | | | |
As at | | July 31, 2025 | | October 31, 2024 |
| | $ | | $ |
Connect First loan | | 10,087 | | 12,891 |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Total | | 10,087 | | 12,891 |
During the three and nine months ended, July 31, 2025, the Company incurred interest of $200 and $690 (July 31, 2024: $342 and $1,096) and paid $965 and $2,804 (July 31, 2024: $821 and $2,397) as principal in relation to the outstanding interest bearing loans and borrowings.
As at July 31, 2025, the Company has met all the covenants attached to the loan.
17. Secured Debentures
| | | | | | | | | | | | | | |
As at | | July 31, 2025 | | October 31, 2024 |
| | $ | | $ |
Face value of secured debentures | | 15,000 | | 10,000 |
Unamortized discount | | (1,239) | | (911) |
Unamortized issuance fees | | (1,453) | | (1,613) |
Total | | 12,308 | | 7,476 |
| | | | |
| | | | |
On July 31, 2024, the Company established a secured debenture facility with a 12% coupon rate and 5-year maturity. On August 7, 2024, the Company issued $10,000 of debentures at a 10% discount and received net cash proceeds of $8,700. On November 30, 2024, the Company issued an additional $5,000 of debentures at a 10% discount and received net cash proceeds of $4,449.
On July 31, 2024, the Company issued 230,760 shares for consideration of $800 in connection with the secured debenture facility.
For the three and nine months ended July 31, 2025, the Company incurred interest in the amount of $347 and $1,333 (July 31, 2024: $nil and $nil) and accretion expense of $74 and $213 (July 31, 2024: $nil and $nil) In addition, the Company recorded amortization expense of issuance fees of $99 and $271 (July 31, 2024 - $nil and $nil).
This secured debenture is subject to the same covenants as the Connect First loan, with which the Company remains in full compliance.
| | | | | |
| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
18. Finance and other costs
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended July 31, | | Nine Months Ended July 31, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | $ | | $ | | $ | | $ |
Accretion on Convertible Debt | | 77 | | 32 | | 77 | | 193 |
Accretion on Notes payable | | 14 | | 212 | | 179 | | 494 |
Accretion on Debentures | | 74 | | - | | 213 | | - |
Accretion on lease liabilities | | 935 | | 762 | | 2,816 | | 2,344 |
Amortization of issuance fees on Secured debentures | | 99 | | - | | 271 | | - |
Interest on notes payable | | - | | 333 | | 218 | | 1,009 |
Interest on Debentures | | 347 | | - | | 1,333 | | - |
Interest on interest bearing borrowings | | 200 | | 342 | | 690 | | 1,096 |
Interest on convertible debt | | 49 | | - | | 49 | | - |
Transaction and other costs for the period | | 881 | | 12 | | 3,127 | | 1,841 |
| | | | | | | | |
Total | | 2,676 | | 1,693 | | 8,973 | | 6,977 |
19. Share capital
| | | | | | | | | | | | | | |
Common shares: | | | | |
| | Number of shares | | Amount |
| | # | | $ |
Opening balance, November 1, 2023 | | 75,299,147 | | 288,027 |
Issued to pay fees in shares | | 658,754 | | 1,331 |
Purchase of Queen of Bud - paid in shares | | 378,486 | | 900 |
Issuance of shares through ATM(i) | | 1,057,300 | | 3,154 |
Issuance of share for settlement of convertible debentures | | 2,491,345 | | 5,025 |
Vested restricted share units (RSU) | | 486,335 | | 929 |
Share issuance cost | | — | | (97) |
Options exercised | | 80,290 | | 216 |
Warrants exercised | | 104,600 | | 358 |
Issuance of shares in connection with secured debentures | | 230,760 | | 800 |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Balance, October 31, 2024 | | 80,787,017 | | 300,643 |
| | | | |
| | | | |
Issuance of shares through ATM(i) | | 11,600 | | 52 |
| | | | |
| | | | |
Vested restricted share units (RSU) | | 687,747 | | 2,007 |
Share issuance cost | | — | | (274) |
Options exercised | | 121,058 | | 456 |
Warrants exercised | | 22,800 | | 84 |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Balance, July 31, 2025 | | 81,630,222 | | 302,968 |
(i)On August 31, 2023, the Company announced that it established a new at-the-market equity offering (“the ATM Program”) that allows the Company to issue up to $30,000 (or the equivalent in U.S. dollars) of common shares from treasury to the public from time to time at the Company’s discretion and subject to regulatory requirements. For the three and nine months ended July 31, 2025, a total of $nil and $52 (July 31, 2024: $3,151 and $3,154) has been raised through the program. The ATM program expires in September 2025.
| | | | | |
| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
20. Share-based compensation
(a) Stock option plan
On April 19, 2022, the directors of the Company approved the 2022 equity incentive plan (the “Omnibus Plan”), which was effective upon the Company receiving disinterested shareholder approval at the annual general meeting and special meetings of shareholders of the Company on June 2, 2022.
The maximum number of common shares available and reserved for issuance, at anytime, under the Omnibus Plan, together with any other security-based compensation arrangements adopted by the Company, including the Predecessor Plans, has been updated to 20% of the issued and outstanding common shares as at June 2, 2022. The maximum share options that can be issued is 12,617,734 Common Shares.
It is the Company's intention for the stock options it grants, to generally vest one-fourth on each of the first, second, third and fourth, six-month anniversaries of the grant date. All options that are outstanding will expire upon maturity, or earlier, if the optionee ceases to be a director, officer, employee or consultant. The maximum exercise period of an option shall not exceed 10 years from the grant date.
Changes in the number of stock options, with their weighted average exercise prices, are summarized below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the nine months ended July 31, 2025 | | For the year ended October 31, 2024 |
| | Number of options | | Weighted average exercise price ($) | | Number of options | | Weighted average exercise price ($) |
| | | | |
Opening balance, beginning of the period | | 3,080,452 | | 2.97 | | 4,590,980 | | 3.94 |
Granted | | 219,500 | | 3.27 | | 234,000 | | 2.67 |
Exercised | | (227,500) | | 2.72 | | (114,750) | | 1.86 |
Forfeited or expired | | (414,370) | | 4.93 | | (1,629,778) | | 5.74 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Balance, end of the period | | 2,658,082 | | 2.67 | | 3,080,452 | | 2.97 |
Exercisable, end of the period | | 1,790,089 | | 2.63 | | 1,693,346 | | 3.19 |
For the three and nine months ended July 31, 2025, the Company recorded share-based compensation related to options of $181 and $566 (three and nine months ended July 31, 2024: $323 and $1,436).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Outstanding options | | Exercisable options | |
| Number of options outstanding | | Weighted average remaining life (years) | | Weighted average exercise price | | Number of options exercisable | | Weighted average exercise price | |
Range of exercise price | | | | | |
$1.53 - $2.46 | 242,500 | | | 0.53 | | | 1.87 | | | 242,500 | | | 1.87 | | |
$2.47- $2.75 | 2,151,834 | | | 1.21 | | | 2.74 | | | 1,525,839 | | | 2.74 | | |
$2.76 - $3.44 | 263,748 | | | 2.36 | | | 3.20 | | | 24,250 | | | 2.99 | | |
$1.53 - $6.25 | 2,658,082 | | | 1.45 | | | 2.72 | | | 1,792,589 | | | 2.66 | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
(b) Restricted share units ("RSUs") plan
For the three and nine months ended July 31, 2025, the Company recorded share-based compensation related to RSUs of $643 and $2,683 (three and nine months ended July 31, 2024:$558 and $789).
| | | | | |
| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
| | | | | | | | | | | | | | | | |
| | Number of shares | | |
As at | | July 31, 2025 | | October 31, 2024 | | |
| | # | | # | | |
Opening balance, beginning of the period | | 687,747 | | 486,335 | | |
Granted | | 918,688 | | 687,747 | | |
| | | | | | |
Vested and issued | | (687,747) | | (486,335) | | |
Balance, end of the period | | 918,688 | | 687,747 | | |
(c) Escrow shares
| | | | | | | | | | | | | | |
| | Number of shares |
As at | | July 31, 2025 | | October 31, 2024 |
| | # | | # |
Opening balance, beginning of the period | | - | | | 541,616 | |
| | | | |
Forfeited or expired | | - | | | (90,933) | |
Released from escrow | | - | | | (450,683) | |
Balance, end of the period | | - | | | - | |
21. Warrants
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of warrants | | Warrants amount | | | | Weighted average exercise price | | Weighted average number of years to expiry | | Expiry dates |
| | | | $ | | | | $ | | | | |
Opening balance, November 1, 2023 | | 51,266,522 | | 12,740 | | | | 5.61 | | 0.75 | | |
Warrants expired | | (46,309,556) | | (8,008) | | | | 0.58 | | — | | | 2/22/2024 - 05/26/2024 |
Warrants exercised | | (104,600) | | (100) | | | | 2.73 | | 2.98 | | | 7/22/2027 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Balance, October 31, 2024 | | 4,852,366 | | 4,632 | | | | 2.73 | | 2.98 | | 7/22/2027 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Warrants exercised | | (22,800) | | (22) | | | | 2.73 | | 2.23 | | | 7/22/2027 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Warrants issued (i) | | 3,836,317 | | 6,863 | | | | | | 4.96 | | 7/16/2030 |
Balance, July 31, 2025 | | 8,665,883 | | 11,473 | | | | 2.73 | | 3.44 | | |
(i) The company issued 3,836,317 warrants in connection with the loan (refer to Note 13). Warrants are classified as derivative financial liabilities and are measured at fair value on initial recognition. They are remeasured at each reporting date with changes in fair value recognized in profit or loss.The warrants were valued at $6,863 as of July 31, 2025 using the Black-Scholes model, and the following assumptions were used: 30 day VWAP stock price of $3.14; expected life of 5 years; expected annual volatility 72%; exercise price of $3.91; and a risk free return of 3.10%.
| | | | | |
| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
22. Loss per share
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended July 31, | | Nine months ended July 31 |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | $ | | $ | | $ | | $ |
Net income (loss) for the period | | 832 | | | 825 | | | (4,693) | | | 991 | |
Non-controlling interest portion of net income (loss) | | 234 | | | (108) | | | 415 | | | (639) | |
Net income (loss) attributable to the owners of the Company | | 598 | | | 717 | | | (5,108) | | | 352 | |
| | # | | # | | # | | # |
Weighted average number of common shares - basic | | 81,315,970 | | | 80,390,487 | | | 81,042,769 | | | 79,175,050 | |
Basic income (loss) per share | | 0.01 | | | 0.01 | | | (0.06) | | | — | |
| | | | | | | | |
Weighted average number of common shares - diluted | | 88,578,366 | | | 81,096,047 | | | 81,042,769 | | | 79,880,613 | |
Diluted income (loss) per share | | 0.01 | | | 0.01 | | | (0.06) | | | — | |
During the three months ended July 31, 2025 the Company reported a net income therefore common share equivalents are considered to calculate the diluted income per share. During the nine months ended July 31, 2025 the Company reported a net loss therefore common share equivalents are not considered to calculate the diluted income per share.
23. Financial Instruments and risk management
The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, interest and market risk due to holding certain financial instruments. This note presents information about changes to the Company’s exposure to each of these risks, its objectives, policies, and processes for measuring and managing risk, and its management of capital during the year. Further quantitative disclosure is included throughout these condensed interim consolidated financial statements. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.
(a) Fair value
The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
-Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities
-Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs)
The Company assessed that the fair values of cash and cash equivalents, trade and other receivable, accounts payable and accrued liabilities, and current liabilities approximate their carrying amounts largely due to the short-term nature of these instruments.
The following methods and assumptions were used to estimate the fair value:
-Marketable securities (excluding long term GICs) are determined based on level 1 inputs, as the prices for the marketable securities are quoted in public exchanges.
-The Secured Debentures are evaluated by the Company based on level 2 inputs such as the effective interest rate and the market rates of comparable securities. The Secured Debentures are initially recorded at fair value and subsequently measured at amortized cost and at each reporting period accretion incurred in the period is recorded to transaction costs in the consolidated statement of loss and comprehensive loss.
| | | | | |
| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
-The Junior Secured Convertible Loan is evaluated by the Company based on level 2 inputs such as the effective interest rate and the market rates of comparable securities. The Loan is initially recorded at fair value and subsequently measured at amortized cost and at each reporting period accretion incurred in the period is recorded in the consolidated statement of loss and comprehensive loss. The Warrants issued with the Junior Secured Convertible Loan are valued by the Company based on level 3 inputs and the Black-Scholes-Merton valuation model for financial instruments (i.e. spot price determined as 30-day VWAP, risk-free rate as per the Bank of Canada, stock price volatility). A 5% change in expected volatility would change the warrant liability by approximately $400.
(b) Credit risk
Credit risk arises when a party to a financial instrument will cause a financial loss for the counter party by failing to fulfill its obligation. The maximum exposure to credit risk is equal to the carrying value (net of allowances) of the financial assets. The objective of managing credit risk is to prevent losses on financial assets. The Company assesses the credit quality of counterparties, considering their financial position, past experience, and other factors. Cash and cash equivalents consist of bank balances. Credit risk associated with cash is minimized substantially by ensuring that these financial assets are held in highly rated financial institutions. The Company holds all cash and cash equivalents with large commercial banks or credit unions, which minimizes credit risk.
The following table sets forth details of the aging profile of accounts receivable and the allowance for expected credit loss:
| | | | | | | | | | | | | | |
As at | | July 31, 2025 | | October 31, 2024 |
| | $ | | $ |
Current (for less than 30 days) | | 2,133 | | 2,619 |
31 – 60 days | | 35 | | 79 |
61 – 90 days | | 139 | | 19 |
Greater than 90 days | | 1,992 | | 1,116 |
Less allowance | | (748) | | (525) |
| | 3,551 | | 3,308 |
Accounts receivable consists primarily of accounts receivable from invoicing for products and services rendered. The Company’s credit risk arises from the possibility that a customer which owes the Company money is unable or unwilling to meet its obligations in accordance with the terms and conditions in the contracts with the Company, which would result in a financial loss for the Company. This risk is mitigated through established credit management techniques, including monitoring customer’s creditworthiness, setting exposure limits and monitoring exposure against these customer credit limits.
For the three and nine months ended ended July 31, 2025 $2 and $6 (July 31, 2024 $96 and $98) in trade receivables were written off against the loss allowance due to bad debts. Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The remaining accounts receivable are evaluated by the Company based on parameters such as interest rates, specific country risk factors, and individual creditworthiness of the customer. Based on this evaluation, allowances are taken into account for the estimated losses of these receivables.
The Company performs a regular assessment of collectability of accounts receivables. In determining the expected credit loss amount, the Company considers the customer’s financial position, payment history and economic conditions.
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company generally relies on funds generated from operations, equity and debt financing to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations. The Company continues to seek capital to meet current and future obligations as they come due. The Company’s ability to manage its liquidity risk going forward will require some or all of the following: the ability to continue to generate positive cash flows from operations and to secure capital or credit facilities on reasonable terms.
| | | | | |
| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
Maturities of the Company’s financial liabilities are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Contractual Cash Flows | | 2025 | | 2026-2027 | | 2028-2029 | | 2030 and beyond |
| | $ | | $ | | $ | | $ | | $ |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Accounts payable and accrued liabilities | | 21,829 | | 21,829 | | – | | – | | – |
Income tax payable | | 1,603 | | 1,603 | | – | | – | | – |
Notes payable | | 335 | | 7 | | 27 | | 27 | | 275 |
Interest bearing loans and borrowings | | 11,225 | | 1,164 | | 10,061 | | – | | – |
Secured Debentures | | 22,350 | | 450 | | 3,600 | | 18,300 | | – |
| | | | | | | | | | |
| | | | | | | | | | |
Convertible debt | | 36,000 | | 350 | | 2,400 | | 2,400 | | 30,850 |
Undiscounted lease obligations | | 48,509 | | 3,359 | | 12,280 | | 10,807 | | 22,063 |
Total | | 141,851 | | 28,762 | | 28,368 | | 31,534 | | 53,188 |
(d) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in the market interest rate related primarily to the Company’s current credit facility with a variable interest rate.
At July 31, 2025, approximately 82% of the Company’s borrowings are at a fixed rate of interest (October 31, 2024: 64%).
Assuming all other variables remain constant, a fluctuation of +/- 1.0 percent in the interest rate would impact the annual interest payment by approximately +/- $101 (October 31, 2024 : $129).
(e) Foreign currency risk
Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates. The Canadian dollar equivalent carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities as at July 31, 2025 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at | | July 31, 2025 | | October 31, 2024 |
| | | | | | | | | | |
(Canadian dollar equivalent amounts of GBP, EUR, USD) | | GBP | | EUR | | USD | | Total | | Total |
| | $ | | $ | | $ | | $ | | $ |
Cash | | 161 | | | 226 | | | 1,248 | | | 1,635 | | | 3,292 | |
Trade and other receivables | | 102 | | | 16 | | | 99 | | | 217 | | | 442 | |
Accounts payable and accrued liabilities | | (124) | | | (235) | | | (377) | | | (736) | | | (2,869) | |
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| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Net monetary assets | | 139 | | | 7 | | | 970 | | | 1,116 | | | 865 | |
Assuming all other variables remain constant, a fluctuation of +/- 5.0 percent in the exchange rate between USD and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $48 (October 31, 2024 - $19). Maintaining constant variables, a fluctuation of +/- 5.0 percent in the exchange rate between the EUR and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $— (October 31, 2024 - $2), and a fluctuation of +/- 5.0 percent in the exchange rate between GBP and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $7 (October 31, 2024 - $28). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates.
24. Segmented information
The accounting policies used for segment reporting are consistent with the accounting policies used for the preparation of the Company’s annual audited consolidated financial statements. The comparative information has been prepared in accordance with
| | | | | |
| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
the current reporting segments noted above. There have been no changes to the underlying data used to prepare the comparative reporting segments for the prior year.
(a) Performance by operational segment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Bricks-and-Mortar | | Bricks-and-Mortar | | E-commerce | | E-commerce | | Total | | Total | | | | |
For the three months ended July 31, | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 | | | | |
| | $ | | $ | | $ | | $ | | $ | | $ | | | | |
Total revenue | | $ | 145,792 | | | $ | 123,092 | | | $ | 3,898 | | | $ | 8,593 | | | $ | 149,690 | | | $ | 131,685 | | | | | |
Gross profit | | $ | 38,889 | | | $ | 32,193 | | | $ | 1,202 | | | $ | 3,261 | | | $ | 40,091 | | | $ | 35,454 | | | | | |
Income (loss) from operations | | $ | 6,636 | | | $ | 2,964 | | | $ | (2,897) | | | $ | 91 | | | $ | 3,739 | | | $ | 3,055 | | | | | |
| | | | | | | | | | | | | | | | |
| | Bricks-and-Mortar | | Bricks-and-Mortar | | E-commerce | | E-commerce | | Total | | Total | | | | |
For the nine months ended July 31, | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 | | | | |
| | $ | | $ | | $ | | $ | | $ | | $ | | | | |
Total Revenue | | $ | 414,597 | | | $ | 353,922 | | | $ | 15,358 | | | $ | 30,089 | | | $ | 429,955 | | | $ | 384,011 | | | | | |
Gross profit | | $ | 106,162 | | | $ | 93,342 | | | $ | 4,840 | | | $ | 13,405 | | | $ | 111,002 | | | $ | 106,747 | | | | | |
Income (loss) from operations | | $ | 12,681 | | | $ | 6,734 | | | $ | (7,943) | | | $ | 1,100 | | | $ | 4,738 | | | $ | 7,834 | | | | | |
| | | | | | | | | | | | | | | | |
| | Bricks-and-Mortar | | Bricks-and-Mortar | | E-commerce | | E-commerce | | Total | | Total | | | | |
As at July 31, 2025 and October 31, 2024 | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 | | | | |
| | $ | | $ | | $ | | $ | | $ | | $ | | | | |
Current assets | | $ | 95,625 | | | $ | 75,161 | | | $ | 7,977 | | | $ | 10,628 | | | $ | 103,602 | | | $ | 85,789 | | | | | |
Non-current assets | | $ | 128,945 | | | $ | 128,719 | | | $ | 27,842 | | | $ | 31,700 | | | $ | 156,787 | | | $ | 160,419 | | | | | |
Current liabilities | | $ | 51,908 | | | $ | 56,741 | | | $ | 4,151 | | | $ | 4,739 | | | $ | 56,059 | | | $ | 61,480 | | | | | |
Non-current liabilities | | $ | 57,708 | | | $ | 35,788 | | | $ | 3,131 | | | $ | 3,428 | | | $ | 60,839 | | | $ | 39,216 | | | | | |
Corporate overhead is allocated to bricks-and-mortar and e-commerce based on a percentage of revenue for the nine months ended July 31, 2025 as 97% bricks-and-mortar and 3% e-commerce (July 31, 2024 92% bricks-and-mortar and 8% e-commerce).
| | | | | |
| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
(b) Performance by geographical market
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Canada | | Canada | | USA | | USA | | International | | International | | Total | | Total |
For the three months ended July 31, | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 |
| | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ |
Total revenue | | $ | 145,792 | | | $ | 123,092 | | | $ | 3,746 | | | $ | 8,153 | | | $ | 152 | | | $ | 440 | | | $ | 149,690 | | | $ | 131,685 | |
Gross profit | | $ | 38,888 | | | $ | 32,193 | | | $ | 1,146 | | | $ | 2,974 | | | $ | 57 | | | $ | 287 | | | $ | 40,091 | | | $ | 35,454 | |
Income (loss) from operations | | $ | 6,478 | | | $ | 2,964 | | | $ | (2,563) | | | $ | 73 | | | $ | (176) | | | $ | 18 | | | $ | 3,739 | | | $ | 3,055 | |
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| | Canada | | Canada | | USA | | USA | | International | | International | | Total | | Total |
For the nine months ended July 31, | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 |
| | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ |
Total revenue | | $ | 414,597 | | | $ | 353,922 | | | $ | 14,746 | | | $ | 28,684 | | | $ | 612 | | | $ | 1,405 | | | $ | 429,955 | | | $ | 384,011 | |
Gross profit (loss) | | $ | 106,162 | | | $ | 93,342 | | | $ | 4,602 | | | $ | 12,520 | | | $ | 238 | | | $ | 885 | | | $ | 111,002 | | | $ | 106,747 | |
Income (loss) from operations | | $ | 11,953 | | | $ | 6,734 | | | $ | (6,520) | | | $ | 359 | | | $ | (695) | | | $ | 741 | | | $ | 4,738 | | | $ | 7,834 | |
| | Canada | | Canada | | USA | | USA | | International | | International | | Total | | Total |
As at July 31, 2025 and October 31, 2024 | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 |
| | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ |
Current assets | | $ | 96,394 | | | $ | 77,037 | | | $ | 6,862 | | | $ | 7,940 | | | $ | 346 | | | $ | 812 | | | $ | 103,602 | | | $ | 85,789 | |
Non-current assets | | $ | 129,095 | | | $ | 129,115 | | | $ | 24,481 | | | $ | 27,634 | | | $ | 3,211 | | | $ | 3,670 | | | $ | 156,787 | | | $ | 160,419 | |
Current liabilities | | $ | 52,678 | | | $ | 57,692 | | | $ | 3,131 | | | $ | 3,580 | | | $ | 250 | | | $ | 208 | | | $ | 56,059 | | | $ | 61,480 | |
Non-current liabilities | | $ | 58,862 | | | $ | 36,680 | | | $ | 1,687 | | | $ | 2,252 | | | $ | 290 | | | $ | 284 | | | $ | 60,839 | | | $ | 39,216 | |
Corporate overhead is included in the geographical market in which it was incurred.
25. Related party transactions
As at July 31, 2025, the Company had the following transactions with related parties as defined in IAS 24 – Related Party Disclosures, except those pertaining to transactions with key management personnel in the ordinary course of their employment and/or directorship arrangements and transactions with the Company’s shareholders in the form of various financing.
(a) Operational transactions
An office and warehouse unit (27,000 sq ft) has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the Company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totaling $386 per annum. The current lease term is 5 years that ends on December 31, 2028 with one additional 5-year term extension exercisable remaining at the option of the Company.
(b) Financing transactions
On August 15, 2022, the Company entered into a $19,000 demand term loan with Connect First credit union (the "Credit Facility") with Tranche 1 - $12,100 available in a single advance, and Tranche 2 - $6,900 available in multiple draws subject to pre-disbursement conditions set. To facilitate the credit facility, the president and CEO of the Company provided limited Recourse Guarantee against $5,000 worth of High Tide Inc. shares held by the CEO, and affiliates, to be pledged in favor of the Credit Union.
The parties agree that this personal guarantee will only be available after all collection efforts against High Tide Inc. have been exhausted, including the sale of High Tide Inc.
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| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
26. Right-of-use assets and lease liabilities
The Company entered into various lease agreements predominantly to execute its retail platform strategy. The Company leases properties such as various retail stores and offices. Lease contracts are typically made for fixed periods of 5 to 10 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
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Right of use assets | | Total |
| | $ |
Opening balance, November 1, 2024 | | 36,525 |
Net additions | | 9,323 |
Terminations | | (2,003) |
| | |
Depreciation expense for the period | | (8,282) |
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| | |
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| | |
Balance, July 31, 2025 | | 35,563 |
| | | | | | | | |
Lease Liabilities | | Total |
| | $ |
Opening balance, November 1, 2024 | | 40,207 |
Additions | | 9,174 |
Terminations | | (1,969) |
Foreign currency translation | | (16) |
Lease Liability payments | | (7,398) |
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| | |
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| | |
Balance, July 31, 2025 | | 39,998 |
Less current portion | | (9,746) |
Non-current | | 30,252 |
During the three and nine months ended July 31, 2025, the Company also paid $1,486 and $4,211 (July 31, 2024: $1,405 and $3,733) in variable operating costs associated to the leases which are expensed under general and administrative expenses.
27. Capital management
The Company’s objectives when managing capital resources are to:
(i)Explore profitable growth opportunities;
(ii)Deploy capital to provide an appropriate return on investment for shareholders;
(iii)Maintain financial flexibility to preserve the ability to meet financial obligations; and
(iv)Maintain a capital structure that provides financial flexibility to execute on strategic opportunities.
The Company’s strategy is formulated to maintain a flexible capital structure consistent with the objectives stated above as well as to respond to changes in economic conditions and to the risks inherent in its underlying assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather promotes year‐over‐year sustainable profitable growth. The Company’s capital structure consists of equity and working capital. To maintain or alter the capital structure, the Company may adjust capital spending, take on new debt or issue share capital. The Company anticipates that it will have adequate liquidity to fund future working capital, commitments, and forecasted capital expenditures through a combination of cash flow, cash‐on‐hand and financings, as required.
28. Contingent liability
In the normal course of business, the Company and its subsidiaries may become defendants in certain employment claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount can be reasonably estimated. The Company is not involved in any legal proceedings other than routine litigation arising in the normal course of business, none of which the Company believes will have a material adverse effect on the Company’s business, financial condition or results of the operations.
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| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
29. Non-controlling interest
The following table presents the summarized financial information for the Company’s subsidiaries which have non-controlling interests. This information represents amounts before intercompany eliminations.
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| | Balance as at July 31, 2025 | | Balance as at October 31, 2024 |
| | $ | | $ |
Total current assets | | 4,204 | | | 5,482 | |
Total non-current assets | | 5,563 | | | 6,365 | |
Total current liabilities | | (948) | | | (1,496) | |
Total non-current liabilities | | (365) | | | (758) | |
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| | Three months ended July 31, | | Nine Months Ended July 31, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | $ | | $ | | $ | | $ |
Revenues for the year ended | | 4,155 | | 4,149 | | 12,692 | | 11,937 |
Net income for the year ended | | 412 | | 56 | | 466 | | 1,563 |
Total Comprehensive income (loss) | | 104 | | (155) | | 210 | | 1,775 |
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The net change in non-controlling interests is as follows:
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As at | | July 31, 2025 | | October 31, 2024 |
| | $ | | $ |
Opening balance, beginning of the period | | 2,240 | | | 2,110 | |
Share of income for the period - Saturninus Partners | | 87 | | | 116 | |
Share of income for the period - NAC OCN Ltd.Partnership | | 232 | | | 208 | |
Share of income for the period - NAC Thompson North Ltd. Partnership | | 211 | | | 182 | |
Share of income for the period - Enigmaa Ltd. | | (117) | | | (116) | |
Share of income for the period - NuLeaf | | - | | | 136 | |
Purchase of NuLeaf | | - | | | (196) | |
Distribution - Saturninus Partners | | - | | | (200) | |
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Distribution - NAC OCN Ltd. Partnership | | (305) | | | - | |
Distribution - NAC Thompson North Ltd. | | (262) | | | - | |
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Balance, end of the period | | 2,088 | | | 2,240 | |
| | | | | |
| High Tide Inc. |
Notes to the Condensed Interim Consolidated Financial Statements |
For the three and nine months ended July 31, 2025 and 2024 |
(Unaudited — In thousands of Canadian dollars, except share and per share amounts) |
30. Subsequent events
1.Remexian Pharma GmbH (“Remexian”) is a German pharmaceutical company engaged in the importation and wholesale of medical cannabis. On September 1, 2025, the Company acquired 51% of the outstanding shares of Remexian for a preliminary estimated purchase price of $42.4 million (€26.4 million), subject to certain adjustments on closing (the “Transaction”). The total purchase consideration consisted of: $17.8 million (€11.1 million) in common shares of High Tide, $12.3 million in cash (€7.65 million), and $12.3 million (€7.65 million) paid via loans from the sellers (the “Loan”). The Loan will mature on December 31, 2029, bear 7% annual interest (paid quarterly), and be prepayable at any time by the Company with no penalty.
Under the agreement, the Company has an option to acquire the remaining 49% interests in Remexian not held by High Tide, (the “Call Option”). The Call Option will be exercisable at any time for a period of five (5) years, following the twenty-four (24) month anniversary of the Closing (the “Call Option Term”). The Call Option is exercisable at an enterprise value equal to the trailing twelve months of Adjusted EBITDA multiplied by (i) 4 if the Call Option is exercised in the first twelve (12) months of the Call Option Term, or (ii) 3.64065 if exercised thereafter. In addition, Remexian’s owners have an option to put to High Tide, the remaining interests in Remexian not held by High Tide (the “Put Option”), at the same enterprise value as the Call Option during the same time periods.
Due to the short time period between the closing of the acquisition date and the publication of these condensed interim consolidated financial statements, the allocation of the purchase price has not been provided because that information has not yet been finalized.
2.Subsequent to period end in August 2025, the Company filed a final short form base shelf prospectus in all Canadian provinces and territories and a corresponding shelf registration statement with the U.S. Securities and Exchange Commission under the Multijurisdictional Disclosure System. These filings allow the Company to offer, during the 25-month effective period, up to an aggregate of C$100,000,000 in one or more offerings of equity, debt, warrants, subscription receipts, units, convertible securities, or combinations thereof. As at the date the financial statements were authorized for issue, no securities had been issued under the shelf and no at-the-market distribution agreement had been entered into. This event is a non-adjusting subsequent event and does not affect the amounts recognized at July 31, 2025.