Business Acquisitions (Tables)

12 Months Ended

May 31, 2021

Schedule of Fair Value of Purchase Price

The fair value of the purchase price is, as follows:

	April 30, 2021
Number of Tilray common shares outstanding at acquisition date		179,635,973
Conversion ratio		0.8381
Tilray common shares issued at closing		214,337,159
Market share price of Aphria converted stock units	$	14.62
Fair value of Tilray common stock transferred to Aphria shareholders		3,133,609
Consideration related to stock-based compensation ⁽¹⁾		71,297
Total fair value of consideration transferred	$	3,204,906

⁽¹⁾

On acquisition date there was consideration in the form of 1,207,010 restricted stock units and 4,782,132 stock options that had been issued before the acquisition date to employees and non-employees of Tilray. The pre-combination fair value of these awards is $17,646 and $53,650, respectively. The consideration will be reassessed and adjusted to fair value each quarter through General and Administration Expense in the Statement of Loss and Comprehensive Loss.

Summary of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed at Effective Acquisition Date

The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date.

	April 30, 2021
Assets
Cash and cash equivalents	$	375,673
Accounts receivable		28,054
Inventory		76,547
Prepaids and other current assets		8,960
Capital assets		136,637
Right-of-use assets, operating leases		12,606
Definite-lived intangible assets (estimated useful life)
Distribution channel (15 years)		404,000
Customer relationships (15 years)		59,000
Know how (5 years)		115,000
Brands (10 to 25 years)		301,000
Indefinite-lived intangible assets
Licenses		200,000
Goodwill		2,221,613
Other assets		22,879
Total assets		3,961,969
Liabilities
Accounts payable		62,292
Accrued expenses and other current liabilities		85,120
Accrued lease obligations		21,962
Warrant liability		79,402
Deferred tax liability		236,391
Convertible notes		267,862
Other liabilities		4,034
Total liabilities		757,063
Net assets acquired	$	3,204,906

Schedule of Goodwill

		Cannabis				Wellness				Total
Goodwill related to Tilray			2,144,143				77,470				2,221,613

Schedule of Supplemental Pro Forma Information

	Years ended May 31,
	2021			2020
Revenue	$	692,270		$	624,950
Net loss	$	(795,251	)	$	(649,276	)
Net loss per share - basic and diluted	$	(1.77	)	$	(1.71	)

S W Brewing Company L L C

Business Acquisition [Line Items]

Summary of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed at Effective Acquisition Date

The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date.

	Amount
Consideration
Cash	$	255,543
Shares		65,889
Contingent consideration		58,959
Total consideration		380,391
Net assets acquired
Current assets
Cash and cash equivalents		6,988
Accounts receivable		3,810
Prepaids and other current assets		528
Inventory		4,815
Long-term assets
Capital assets		43,093
Customer relationships		155,000
Intellectual property, trademarks & brands		92,000
Non-compete agreements		10,000
Goodwill		100,202
Total assets		416,436
Current liabilities
Accounts payable and accrued liabilities		5,289
Current portion of lease liabilities		434
Long-term liabilities
Lease liabilities		30,322
Total liabilities		36,045
Total net assets acquired	$	380,391

Schedule of Supplemental Pro Forma Information

The unaudited pro forma information for the periods set forth below gives effect to the acquisition of SW Brewing Company, LLC as if the transaction had occurred as of June 1, 2019. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time.

	Years ended May 31,
	2021			2020
Revenue	$	542,000		$	470,000
Net loss	$	(328,000	)	$	(80,000	)
Net loss per share - basic and diluted	$	(0.73	)	$	(0.37	)