EX-99.1 2 tmb-20230914xex99d1.htm EX-99.1

Exhibit 99.1

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Condensed Interim Consolidated
Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Stated in thousands of Canadian dollars, except share and per share amounts)

(Unaudited)


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High Tide Inc.

Condensed Interim Consolidated Financial Statement

For the three and nine months ended July 31, 2023 and 2022

Condensed Interim Consolidated Financial Statements for the three and nine months ended July 31, 2023 and 2022.

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, 2023 and October 31, 2022

(Unaudited – In thousands of Canadian dollars)

    

Notes

    

2023

    

2022

$

$

Assets

Current assets

Cash and cash equivalents

25,697

25,084

Marketable securities

164

195

Trade and other receivables

11

9,713

8,200

Inventory

10

26,622

23,414

Prepaid expenses and deposits

9

5,083

7,167

Total current assets

67,279

64,060

Non-current assets

Property and equipment

7

27,448

31,483

Net Investment - Lease

179

203

Right-of-use assets, net

25

27,805

30,519

Long term prepaid expenses and deposits

9

3,120

2,988

Intangible assets and goodwill

8

139,330

145,490

Total non-current assets

197,882

210,683

Total assets

265,161

274,743

Liabilities

Current liabilities

Accounts payable and accrued liabilities

13

20,571

26,246

Deferred revenue

2,110

641

Current portion of notes payable

14

140

-

Interest bearing loans and borrowings

15

16,902

16,393

Current portion of convertible debentures

16

8,808

2,696

Current portion of lease liabilities

25

6,524

7,629

Current Portion of Derivative liability

12

3,130

6,336

Total current liabilities

58,185

59,941

Non-current liabilities

Notes payable

14

12,385

12,257

Convertible debentures

16

-

4,770

Lease liabilities

25

24,866

26,139

Deferred tax liability

7,436

9,603

Total non-current liabilities

44,687

52,769

Total liabilities

102,872

112,710

Shareholders’ equity

Share capital

18

287,479

279,513

Warrants

20

12,739

15,497

Contributed surplus

19

31,034

23,051

Convertible debentures – equity

717

717

Accumulated other comprehensive income

3,808

5,665

Accumulated deficit

(176,615)

(168,093)

Equity attributable to owners of the Company

159,162

156,350

Non-controlling interest

28

3,127

5,683

Total shareholders’ equity

162,289

162,033

Total liabilities and shareholders’ equity

265,161

274,743

3


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High Tide Inc.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars)

    

    

Three months ended

    

Nine months ended

Notes

2023

    

2022

    

2023

    

2022

$

$

$

$

  

  

  

  

  

Revenue

 

6, 23

 

124,352

 

95,354

 

360,564

248,604

Cost of sales

 

(89,774)

 

(69,599)

 

(262,234)

 

(177,170)

Gross profit

 

34,578

 

25,755

 

98,330

 

71,434

Expenses

 

  

 

 

  

 

  

Salaries, wages and benefits

 

(13,830)

 

(11,453)

 

(42,071)

 

(30,933)

Share-based compensation

 

19

 

(2,350)

 

(1,734)

 

(5,318)

 

(5,988)

General and administration

 

(6,452)

 

(6,267)

 

(20,140)

 

(18,798)

Professional fees

 

(1,791)

 

(1,170)

 

(6,900)

 

(3,249)

Advertising and promotion

 

(1,011)

 

(1,871)

 

(3,548)

 

(6,368)

Depreciation and amortization

 

7,8,25

 

(8,493)

 

(7,182)

 

(24,179)

 

(21,920)

Impairment loss

-

-

-

(89)

Interest and bank charges

 

(1,313)

 

(748)

 

(3,395)

 

(2,483)

Total expenses

 

(35,240)

 

(30,425)

 

(105,551)

 

(89,828)

Loss from operations

 

(662)

 

(4,670)

 

(7,221)

 

(18,394)

Other income (expenses)

 

 

  

 

  

 

  

 

  

Loss on extinguishment of financial liability

 

 

-

 

(784)

 

-

 

(784)

Gain on extinguishment of debenture

-

140

-

255

Gain (loss) on revaluation of marketable securities

-

(146)

18

(409)

Finance and other costs

 

17

(2,732)

 

(2,484)

 

(7,404)

 

(7,154)

Gain on revaluation of derivative liability

 

12

 

73

 

6,078

 

2,477

 

7,331

Other losses

(18)

-

(68)

-

Foreign exchange loss

 

(31)

 

(120)

 

(18)

 

(324)

Total other (expenses) income

 

(2,708)

 

2,684

 

(4,995)

(1,085)

Income (loss) before taxes

 

(3,370)

 

(1,986)

 

(12,216)

 

(19,479)

Income tax recovery (expense)

 

1,459

 

(731)

 

2,850

 

1,133

Deferred income tax (expense) recovery

(1,663)

-

219

-

Net loss

 

(3,574)

 

(2,717)

 

(9,147)

 

(18,346)

Other comprehensive income (loss)

 

  

 

  

 

  

 

  

Translation difference on foreign subsidiary

 

317

 

1,095

 

(1,857)

 

623

Total comprehensive loss

 

(3,257)

 

(1,622)

 

(11,004)

 

(17,723)

 

  

 

  

 

  

 

  

Net loss attributed to:

Owners of company

(2,864)

(2,331)

(8,522)

(17,825)

Non-controlling interest

28

(710)

(386)

(625)

(521)

(3,574)

(2,717)

(9,147)

(18,346)

Comprehensive loss attributed to:

Owners of company

(1,680)

(1,920)

(8,609)

(18,667)

Non-controlling interest

(1,577)

298

(2,395)

944

(3,257)

(1,622)

(11,004)

(17,723)

Loss per share

Basic and diluted

21

(0.04)

(0.04)

(0.12)

(0.29)

4


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High Tide Inc.

Condensed Interim Consolidated Statements of Changes in Equity

For the nine and twelve months ended July 31, 2023 and October 31, 2022

(Unaudited – In thousands of Canadian dollars)

    

    

    

    

    

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, 2021

 

 

208,904

 

10,724

 

15,162

 

859

 

(648)

(87,792)

 

147,209

 

4,795

 

152,004

Acquisition - FABCBD

 

5

 

313

 

-

 

-

 

-

 

-

-

 

313

 

-

 

313

Acquisition - NuLeaf

 

5

 

35,527

 

-

 

-

 

-

 

-

(8,326)

 

27,201

 

1,726

 

28,927

Acquisition - Budroom

 

5

 

3,738

 

-

 

-

 

-

 

-

-

 

3,738

 

-

 

3,738

Acquisition - Boreal Cannabis

 

5

 

2,203

 

-

-

-

-

-

 

2,203

 

-

 

2,203

Acquisition - Crossroads Cannabis

 

5

 

2,189

 

-

-

-

-

-

 

2,189

 

-

 

2,189

Acquisition - Choom

5

3,940

 

-

-

-

-

-

 

3,940

 

-

 

3,940

Issuance of shares through ATM

18

8,807

 

-

-

-

-

-

 

8,807

 

-

 

8,807

Issued to pay fees in shares

18

100

-

-

-

-

-

100

-

100

Share-based compensation

19

-

-

8,080

-

-

-

8,080

-

8,080

Equity portion of convertible debentures

-

-

-

(142)

-

-

(142)

-

(142)

Exercise options

19

526

-

(217)

-

-

-

309

-

309

Warrants expired

20

-

 

(273)

273

 

-

 

-

-

 

-

 

-

 

-

Warrants exercised

 

20

 

4,352

 

(6)

-

 

-

 

-

-

 

4,346

 

-

 

4,346

Share issuance costs

 

18

 

(974)

 

-

 

-

 

-

 

-

-

 

(974)

 

-

 

(974)

Vesting of RSUs

 

19

 

247

 

-

 

(247)

 

-

 

-

-

 

-

 

-

 

-

Issued warrants

 

 

-

 

5,052

 

-

 

-

 

-

-

 

5,052

 

-

 

5,052

Acquisition - Budheaven

 

5

 

1,986

 

-

 

-

 

-

 

-

-

 

1,986

 

-

 

1,986

Shares issued through equity financing

18

6,768

 

-

 

-

 

-

 

-

-

 

6,768

 

-

 

6,768

Daily High Club Escrow cancellation

19

(53)

 

-

 

-

 

-

 

-

-

 

(53)

 

-

 

(53)

Smoke Cartel Earnout

18

940

 

-

 

-

 

-

 

-

-

 

940

 

-

 

940

Partner distributions

28

-

 

-

 

-

 

-

 

-

-

 

-

 

(1,961)

 

(1,961)

Cumulative translation adjustment

-

 

-

 

-

 

-

 

6,313

-

 

6,313

 

-

 

6,313

Comprehensive (loss) gain for the period

 

 

-

 

-

 

-

 

-

 

-

(71,975)

 

(71,975)

 

1,123

 

(70,852)

Opening balance, November 1, 2022

 

 

279,513

 

15,497

 

23,051

 

717

 

5,665

(168,093)

 

156,350

 

5,683

 

162,033

Issuance of shares through ATM

18

1,894

-

-

-

-

-

1,894

-

1,894

Issued to pay fees in shares

 

18

 

278

-

-

-

-

-

278

-

278

Share-based compensation

19

-

-

5,318

-

-

-

5,318

-

5,318

Acquisition - Jimmy's Cannabis

5

4,932

-

-

-

-

-

4,932

-

4,932

Share issuance costs

18

(28)

-

-

-

-

-

(28)

-

(28)

Exercise options

19

161

-

(93)

-

-

-

68

-

68

Warrants expired

20

-

(2,758)

2,758

-

-

-

-

-

-

Partner distributions

28

-

-

-

-

-

-

-

(461)

(461)

Acquisition of FABCBD

12,28

729

-

-

-

-

-

729

(1,470)

(741)

Cumulative translation adjustment

-

-

-

-

(1,857)

-

(1,857)

-

(1,857)

Comprehensive loss (gain) for the period

-

-

-

-

-

(8,522)

(8,522)

(625)

(9,147)

Balance, July 31, 2023

 

 

287,479

12,739

31,034

717

3,808

(176,615)

159,162

 

3,127

 

162,289

5


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High Tide Inc.

Condensed Interim Consolidated Financial Statements of Cash Flows

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

    

Notes

    

2023

    

2022

$

$

Operating activities

  

  

  

Net loss

 

 

(9,147)

 

(18,346)

Adjustments for items not effecting cash and cash equivalents

 

 

Income tax recovery

 

 

(2,850)

 

(1,133)

Deferred income tax recovery

(219)

-

Accretion expense

 

17

 

3,168

 

3,951

Fee for services and interest paid in shares and warrants

 

18

 

278

 

-

Depreciation and amortization

 

7,8,25

 

24,179

 

21,920

Revaluation of derivative liability

 

12

 

(2,477)

 

(7,331)

Gain on extinguishment of debenture

-

 

(255)

Impairment loss

 

 

-

 

89

Foreign exchange loss

 

 

18

 

324

Other losses

68

-

Share-based compensation

 

19

 

5,318

5,988

Revaluation of marketable securities

(18)

 

409

 

 

18,318

 

5,616

Changes in non-cash working capital

 

 

Trade and other receivables

 

 

(1,513)

 

(6,130)

Inventory

 

 

(3,515)

 

(4,156)

Loan receivable

-

(2,429)

Prepaid expenses and deposits

 

 

1,941

 

(2,194)

Accounts payable and accrued liabilities

 

 

(5,675)

 

5,518

Deferred revenue

1,469

-

Net cash provided by (used in) operating activities

 

 

11,025

 

(3,775)

 

Investing activities

 

 

Purchase of property and equipment

 

7

 

(3,615)

 

(6,880)

Purchase of intangible assets

 

8

 

(291)

 

(1,060)

Proceeds from the sale of marketable securities

49

-

Business Combinations, net of cash acquired

 

5

 

270

 

616

Net cash used in investing activities

 

 

(3,587)

 

(7,324)

 

Financing activities

 

 

Repayment of interest bearing loans and borrowings

15

(2,164)

(932)

Proceeds from interest bearing loans net of issue costs

 

15

 

2,673

 

-

Proceeds from notes payable

 

 

-

 

9,500

Repayment of notes payable

-

 

(4,040)

Repayment of convertible debentures

 

 

-

 

(2,325)

Lease liability payments

(8,195)

 

(7,233)

Share issuance costs

 

18

 

(28)

 

(966)

Partner distributions

28

(461)

-

Proceeds from equity financing

-

10,645

Proceeds from equity financing through ATM

18

1,894

8,307

Warrants exercised

-

2,141

Options exercised

18

161

309

Net cash (used in) provided by financing activities

 

 

(6,120)

 

15,406

 

Effect of foreign exchange on cash

(705)

-

Net increase in cash

 

 

613

 

4,307

Cash and cash equivalents, beginning of period

 

 

25,084

 

14,014

Cash and cash equivalents, end of period

 

 

25,697

 

18,321

6


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High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(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 enhanced by the manufacturing and distribution of consumption accessories. 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 # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1.

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 (“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 consolidated financial statements of the Company for the year ended October 31, 2022 which are available on SEDAR at www.sedarplus.ca.

These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on September 14, 2023.

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 statement of loss and other comprehensive loss and as a separate component of shareholders’ equity on the consolidated statement 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, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

D.Basis of Consolidation of Subsidiaries

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 loss from the effective date of acquisition and up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the 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 consolidated financial statements.

On May 24, 2023, the remaining shares within Fab Nutrition, LLC were acquired through exercise of the minority interest’s put option. As at July 31, 2023, High Tide owns 100% of all shares within Fab Nutrition, LLC. (Note 12)

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

80%

U.S. Dollar

DHC Supply, LLC

100%

U.S. Dollar

DS Distribution Inc.

100%

U.S. Dollar

Enigmaa Ltd.

80%

British Pound Sterling

3.

Accounting Policies

The significant accounting policies applied in the preparation of the unaudited condensed interim consolidated financial statements for the three and nine months ended July 31, 2023, and 2022 are consistent with those applied and disclosed in Note 3 of the Company’s Consolidated Financial Statements for the years ended October 31, 2022 and 2021.

For comparative purposes, the Company has reclassified certain items on the comparative condensed interim consolidated statements of loss and comprehensive loss to conform with current period’s presentation.

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. Significant judgements, estimates, and assumptions within these condensed interim consolidated financial statements are consistent as those applied to the Consolidated Financial Statements for the year ended October 31, 2022 in Note 4.

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High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

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.Jimmy’s Cannabis Acquisition

Total consideration

    

$

Common shares

4,932

Working Capital Adjustment

352

 

5,284

Purchase price allocation

 

  

Cash

 

622

Inventory

307

Prepaid expenses

11

Property, plant and equipment

111

Right of use asset

129

Intangible assets - business license rights

1,547

Goodwill

 

3,116

Accounts payable and accrued liabilities

 

(319)

Lease liabilities

 

(130)

Income tax payable

 

(110)

 

5,284

On December 29, 2022, the Company closed the acquisition of 100% of the equity interest of 1171882 B.C. Ltd., operating as Jimmy’s Cannabis Shop BC (“Jimmy’s”) which operates two retail cannabis stores in British Columbia. Pursuant to the terms of the Arrangement, the consideration was comprised of 2,595,533 common shares of the Company having an aggregate value of (i) $4,932 in shares and (ii) working capital adjustments of $352.

In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. Management gathered the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was allocated based on the Company’s estimated fair value of the identifiable 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 period ended July 31, 2023, Jimmy accounted for $3,022 in revenues and $389 in net loss. If the acquisition had been completed on November 1, 2022, the Company estimates it would have recorded an increase of $3,841 in revenues and a decrease of $494 in net loss for the period ended July 31, 2023.

9


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High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

6.

Revenue from Contracts with Customers

For the three months ended July 31

    

2023

    

2022

    

2023

    

2022

    

2023

    

2022

    

2023

    

2022

Retail

Retail

Wholesale

Wholesale

Corporate

Corporate

Total

Total

$

$

$

$

$

$

$

$

Primary geographical markets (i)

Canada

111,662

80,436

192

215

62

45

111,916

80,696

USA

11,844

12,012

144

727

-

-

11,988

12,739

International

448

1,919

-

-

-

-

448

1,919

Total revenue

123,954

94,367

336

942

62

45

124,352

95,354

Major products and services

Cannabis

106,952

79,140

-

-

-

-

106,952

79,140

Consumption accessories

 

10,399

9,427

325

941

-

-

10,724

10,368

Data analytics services

 

6,535

5,475

-

-

-

-

6,535

5,475

Other revenue

 

68

325

11

1

62

45

141

371

Total revenue

 

123,954

94,367

336

942

62

45

124,352

95,354

Timing of revenue recognition

 

Transferred at a point in time

 

123,954

94,367

336

942

62

45

124,352

95,354

Total revenue

 

123,954

94,367

336

942

62

45

124,352

95,354

For the nine months ended July 31

    

2023

    

2022

    

2023

    

2022

    

2023

    

2022

    

2023

    

2022

Retail

Retail

Wholesale

Wholesale

Corporate

Corporate

Total

Total

$

$

$

$

$

$

$

$

Primary geographical markets (i)

Canada

314,654

195,007

389

1,492

241

97

315,284

196,596

USA

41,197

44,484

1,525

1,636

-

-

42,722

46,120

International

2,558

5,888

-

-

-

-

2,558

5,888

Total revenue

358,409

245,379

1,914

3,128

241

97

360,564

248,604

Major products and services

Cannabis

304,666

197,581

-

-

-

-

304,666

197,581

Consumption accessories

 

33,977

30,991

1,868

3,112

-

-

35,845

34,103

Data analytics services

 

19,488

15,275

-

-

-

-

19,488

15,275

Other revenue

 

278

1,532

46

16

241

97

565

1,645

Total revenue

 

358,409

245,379

1,914

3,128

241

97

360,564

248,604

Timing of revenue recognition

 

Transferred at a point in time

 

358,409

245,379

1,914

3,128

241

97

360,564

248,604

Total revenue

 

358,409

245,379

1,914

3,128

241

97

360,564

248,604

(i)

Represents revenue based on geographical locations of the customers who have contributed to the revenue generated in the applicable segment.

10


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

7.

Property and Equipment

    

Office equipment

Production

    

Leasehold 

    

    

    

and computers

equipment

improvements

Vehicles

Buildings

Total

Cost

$

$

$

$

$

$

Opening balance, November 1, 2021

3,100

-

27,224

16

2,800

33,140

Additions

541

34

7,163

21

-

7,759

Additions from business combinations

854

2,692

3,960

-

-

7,506

Foreign currency translation

19

189

4

-

-

212

Balance, October 31, 2022

 

4,514

2,915

38,351

37

2,800

48,617

Additions and reclasses

 

180

-

3,435

-

-

3,615

Additions from business combinations (Note 5)

 

-

-

111

-

-

111

Foreign currency translation

255

734

(60)

1

-

930

Balance, July 31, 2023

 

4,949

3,649

41,837

38

2,800

53,273

Accumulated depreciation

Opening balance, November 1, 2021

 

1,206

-

7,113

9

56

8,384

Depreciation

 

925

486

7,117

5

217

8,750

Balance, October 31, 2022

 

2,131

486

14,230

14

273

17,134

Depreciation

 

602

386

6,090

3

163

7,244

Foreign currency translation

675

638

134

-

-

1,447

Balance, July 31, 2023

 

3,408

1,510

20,454

17

436

25,825

Balance, October 31, 2022

2,383

2,429

24,121

23

2,527

31,483

Balance, July 31, 2023

1,541

2,139

21,383

21

2,364

27,448

8.

Intangible Assets and Goodwill

    

Software

    

Licenses

    

Brand Name

    

Goodwill

    

Total

Cost

$

$

$

$

$

Opening balance, November 1, 2021

9,463

44,762

21,075

79,946

155,246

Additions and reclasses

905

-

308

83

1,296

Additions from business combinations

338

20

10,047

43,967

54,372

Impairment loss

(89)

-

(1,365)

(45,077)

(46,531)

Foreign currency translation

42

-

2,508

4,500

7,050

Balance, October 31, 2022

10,659

44,782

32,573

83,419

171,433

Additions

 

269

-

22

-

 

291

Additions from business combinations (Note 5)

 

-

1,547

-

3,116

 

4,663

Foreign currency translation

(82)

-

(699)

(233)

(1,014)

Balance, July 31, 2023

 

10,846

46,329

31,896

86,302

 

175,373

Accumulated depreciation

Opening balance, November 1, 2021

 

1,776

11,189

-

-

 

12,965

Amortization

 

2,412

10,672

-

-

 

13,084

Foreign currency translation

(106)

-

-

-

 

(106)

Balance, October 31, 2022

 

4,082

21,861

-

-

 

25,943

Amortization

 

1,654

8,605

-

-

 

10,259

Foreign currency translation

(159)

-

-

-

(159)

Balance, July 31, 2023

 

5,577

30,466

-

-

 

36,043

Balance, October 31, 2022

 

6,577

22,921

32,573

83,419

 

145,490

Balance, July 31, 2023

 

5,269

15,863

31,896

86,302

 

139,330

11


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

9. Prepaid expenses and deposits

    

July 31, 2023

    

October 31, 2022

$

$

Deposits on cannabis retail outlets

1,630

1,417

Prepaid insurance and other

 

3,513

 

5,160

Prepayment on inventory

 

3,060

 

3,578

Total

 

8,203

 

10,155

Less current portion

 

(5,083)

 

(7,167)

Long-term

 

3,120

 

2,988

10. Inventory

As at

    

July 31, 2023

    

October 31, 2022

$

$

Finished goods

26,264

23,393

Work in process

72

56

Raw materials

756

492

Provision for obsolescense

 

(470)

 

(527)

Total

 

26,622

 

23,414

11.

Trade and other receivables

As at

    

July 31, 2023

    

October 31, 2022

$

$

Trade accounts receivable

9,551

7,916

Sales tax receivable

 

162

 

284

Total

 

9,713

 

8,200

12


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

12. Derivative Liability

As at

    

July 31, 2023

    

October 31, 2022

$

$

FABCBD Put Option derivative liability (i)

-

763

Blessed Put Option derivative liability (ii)

1,756

2,899

NuLeaf Put Option derivative liability (iii)

 

1,374

2,674

Total Derivative Liability

 

3,130

 

6,336

Less current portion

 

(3,130)

 

(6,336)

Long-term obligation

 

-

 

-

(i)On May 10, 2021, the Company acquired 80% of the outstanding shares of FABCBD. The acquisition agreement also included a call and put option that could result in the Company acquiring the remaining 20% of common shares of FABCBD not acquired upon initial acquisition. The initial obligation under the put option was valued at $3,722. For the three and nine months ended July 31, 2023, the Company recognized $34 loss and $34 gain (2022: $531 and $1,464 gain) on revaluation of derivative liability in the statement of net loss and comprehensive loss, with a closing balance of $nil (2022: $763). On September 20, 2022, the Company received a notice to exercise the put option related to FABCBD and on May 24, 2023, the Company finalized and issued shares for the put option for a value of $729.  
(ii)On October 19, 2021, the Company acquired 80% of the outstanding shares of Blessed CBD. The acquisition agreement also included a call and put option that could result in the Company acquiring the remaining 20% of common shares of Blessed CBD not acquired upon initial acquisition. The initial obligation under the put option was valued at $4,323. For the three and nine months ended July 31, 2023, the Company recognized $315 and $1,143 (2022: $1,229 and $1,301 gain) as a gain on revaluation of derivative liability in the statement of net loss and comprehensive loss, with a closing balance of $1,756 (2022: $2,899).
(iii)On November 29, 2021, the Company acquired 80% of the outstanding shares of NuLeaf. The acquisition agreement also included a call and put option that could result in the Company acquiring the remaining 20% of common shares of NuLeaf not acquired upon initial acquisition. The initial obligation under the put option was valued at $8,326. For the three and nine months ended July 31, 2023, the Company recognized a $354 loss and $1,300 (2022: $2,784 and $2,566 gain) gain on revaluation of derivative liability in the statement of net loss and comprehensive loss, with a closing balance of $1,374 (2022: $2,674). On May 29, 2023, the Company received a notice to exercise the put option related to NuLeaf. As at period end, July 31, 2023, the Company is in the process of finalizing the settlement of the put option.

13. Accounts Payable and Accrued Liabilities

As at

    

July 31, 2023

    

October 31, 2022

$

$

Accounts payable

5,498

7,670

Accrued liabilities

6,278

7,021

Income tax payable

 

1,136

3,212

Sales tax payable

 

7,659

8,343

Total

 

20,571

 

26,246

13


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

14.

Notes Payable

As at

    

July 31, 2023

    

October 31, 2022

$

$

Other

 

205

245

Notes payable (i)

 

12,320

12,012

Total

 

12,525

 

12,257

Less current portion

 

(140)

 

-

Long-term

 

12,385

 

12,257

(i)On November 18, 2020, the Company acquired all of the issued and outstanding shares of Meta which included notes payable to Opaskwayak Cree Nation (“OCN”). Notes payable were 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. As a result of the debt restructuring, the Company recognized a $1,145 debt restructuring gain in the statement of net loss and comprehensive loss for the year ended October 31, 2021. During the three months ended, July 31, 2023, the Company incurred interest in the amount of $109 (2022: $422) in relation to the outstanding loan.

15. Interest bearing loans and borrowings

As at

    

July 31, 2023

    

October 31, 2022

$

$

ConnectFirst loan

16,902

16,393

Total

 

16,902

 

16,393

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. The demand loan bears interest at the Credit Union’s prime lending rate plus 2.50% per annum and is set to mature on September 5, 2027.

Tranche 1, is repayable on demand, but until demand is made this Credit Facility shall be repaid in monthly blended payments of principal and interest of $241. Blended payments may be adjusted from time to time, if necessary, on the basis of the Credit Union’s Prime Lending Rate and the principal outstanding. The Company received the inflow on October 7, 2022. The balance at the end of the period is $10,688.

Tranche 2, is repayable on demand, but until demand is made this Credit Facility shall be repaid in monthly blended payments of principal and interest of $147. Blended payments may be adjusted from time to time, if necessary, on the basis of Prime, the principal outstanding and the amortization period remaining, the Company received the inflow on October 25, 2022. The Company received the remaining $2,673 on March 8, 2023. The balance at the end of the period is $6,214.

Attached to the loan is a general security agreement comprising a first charge security interest over all present and after acquired personal property, registered at Personal Property Registry for the assets of Canna Cabana Inc., Meta Growth Corp., 2680495 Ontario Inc., Valiant Distribution Canada Inc., High Tide USA Inc., Smoke Cartel USA Inc., DHC Supply LLC., DS Distribution Inc., Enigmaa Ltd., High Tide Inc. BV., SJV2 BV., SJV BV o/a Grasscity., and a limited recourse guarantee against $5,000 worth of High Tide Inc. shares held by Harkirat Singh Grover, and affiliates, to be pledged in favor of the Connectfirst.

During the three and nine months ended, July 31, 2023, the Company incurred interest in the amount of $262 and $1,104 (2022: nil) and paid $2,164 (2022: nil) as principal in relation to the outstanding interest bearing loans and borrowings.

Covenants attached to the loan:

As at July 31, 2023, the Company has met all the covenants attached to the loan.

14


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

16. Convertible Debentures

As at

    

July 31, 2023

    

October 31, 2022

$

$

Convertible debentures, beginning of period

7,466

8,163

Loss on extinguishment and modifications

 

-

 

354

Conversion of debenture into equity

 

-

 

108

Repayment of debt

 

-

 

(2,794)

Accretion on convertible debentures

 

1,342

 

1,635

Total

 

8,808

 

7,466

Less current portion

 

(8,808)

 

(2,696)

Long-term

 

-

 

4,770

17. Finance and other costs

Three months ended July 31

Nine months ended July 31

    

2023

    

2022

    

2023

    

2022

$

$

$

$

Accretion on convertible debt

476

63

1,342

1,184

Accretion on notes payable

 

120

447

32

975

Interest on notes payable and interest bearing loans and borrowings

 

742

422

2,387

932

Accretion of lease liability

 

593

538

1,794

1,792

Transaction costs

 

801

1,014

1,849

2,271

Total

 

2,732

 

2,484

 

7,404

 

7,154

15


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

18. Share Capital

(a)

Issued:

Common shares:

 

Number of shares

Amount

 

#

 

$

Balance, November 1, 2021

 

54,360,028

208,904

Acquisition - FABCBD

-

313

Acquisition - NuLeaf

 

4,429,809

35,527

Issuance of shares through ATM (i)

1,758,167

8,807

Share issuance costs

-

(974)

Exercise options (Note 19)

70,500

526

Exercise warrants (Note 20)

530,423

4,352

Vested restricted share units (Note 19)

82,976

247

Acquisition - Budroom

674,650

3,738

Acquisition - Boreal Cannabis

443,301

2,203

Acquisition - Crossroads Cannabis

516,735

2,189

Acquisition - Choom

2,147,023

3,940

Issued to pay fees via shares

15,122

100

Shares issued through equity financing (ii)

4,956,960

6,768

Acquisition - Budheaven

564,092

1,986

Daily High Club Escrow cancellation

(28,553)

(53)

Smoke Cartel Earnout (iii)

500,000

940

Balance, October 31, 2022

 

71,021,233

279,513

Issuance of shares through ATM (i)

843,537

1,894

Acquisition - Jimmy's (Note 5)

2,595,533

4,932

Share issuance costs

-

(28)

Vested restricted share units (RSU) (note 19)

66,667

161

Issued to pay fees in shares

136,266

278

Issuance of shares due to put option exercise

423,587

729

Balance, July 31, 2023

 

75,086,823

287,479

(i)On December 6, 2021 the Company announced that it established an at-the-market equity offering (“the ATM Program”) that allows the Company to issue up to $40,000 (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. During the year ended October 31, 2022, a total of $8,807 has been raised through the program. During the nine months ended July 31, 2023, a total of $1,894 have been raised through the first quarter of the year through the ATM program. Effective August 31, 2023, the company has completed the offering of an ATM program to raise up to an additional $30 million in capital. As of September 14, 2023, nothing has been drawn.
(ii)On July 22, 2022, the Company issued, on a bought-deal basis, 4,956,960 units at a price of $2.32 per unit. The Company closed the offering for total gross proceeds of $11,500. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one common share at a price of $2.73 for a period of 60 months from the closing date of the offering. The shares were attributed a relative fair value of $6,768 and warrants were attributed a relative fair value of $4,732 using the Black-Scholes option pricing model with the following assumptions: fair value of common shares of $2.05; exercise price of options of $2.73; expected life of 5 years; 97% volatility; and a risk-free interest rate of 2.9%. The underwriters received a cash commission fee of 6% of gross proceeds and 3% of gross proceeds for the president’s list in cash because of conducting the bought deal financing.
(iii)As part of the acquisition of a subsidiary (Smoke Cartel) in 2021, the Company agreed to pay $1,319 if a certain revenue target is achieved. The contingent consideration was calculated using Monte Carlo simulation due to the uncertain nature of the future potential revenue of the Company. During the year ended October 31, 2022, the Company settled the contingent consideration

16


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

to the previous shareholders of Smoke Cartel through the issuance of 500,000 common shares of the Company valued at $940. The Company recorded $2,211 as a gain on settlement.
(iv)During the year ended October 31, 2022, the Company incurred a total of $974 of share issuance costs, which related to the shares issued through equity financing and shares issued through ATM throughout the year. These costs incurred a deferred tax asset of $487, which has been offset against the Company’s prior year tax loss carry-forwards.

19.

Share – Based Compensation

(a)

Stock Option Plan:

On April 19, 2022, the directors of the Company approved the 2022 equity incentive plan of the Company (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 options that were granted during the period were valued using the Black-Scholes option pricing model with the following assumptions: fair value of common shares of $1.91; exercise price of options of $1.90; expected life of 2.37 years; 79% volatility; dividend yield of 0; and a risk-free interest rate of 3.99%. (2022: Fair value of common shares of $8.02; exercise price of options of $8.05; expected life of 2 years; 85% volatility; dividend yield of 0; and a risk-free interest rate of 2.6%)

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 fixed at 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.

The Company’s previous stock option plan limited the number of common shares reserved under the plan from exceeding a “rolling maximum” of ten (10%) percent of the Company’s issued and outstanding common shares from time to time.

The stock options vest at the discretion of the Board of Directors, upon grant to directors, officers, employees and consultants of the Company and its subsidiaries. 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:

    

July 31, 2023

October 31, 2022

Number of

Weighted Average

Number of

Weighted Average

options

    

Exercise Price ($)

    

options

    

Exercise Price ($)

Balance, beginning of period

 

2,250,082

 

6.16

 

1,906,129

 

6.51

Granted

 

355,500

 

1.91

 

554,122

 

4.99

Forfeited or expired

 

(223,684)

 

10.44

 

(154,669)

 

5.25

Exercised

(55,500)

5.93

Balance, end of period

 

2,381,898

 

5.13

 

2,250,082

 

6.16

Exercisable, end of period

 

1,859,524

 

5.78

 

1,349,450

 

6.19

For the three and nine months ended July 31, 2023, the Company recorded share-based compensation related to options of $153 and $631 (2022: $544 and $2,327).

(b)

Restricted Share Units (“RSUs”) plan

For the three and nine months ended July 31, 2023, the Company recorded share-based compensation related to RSUs of $177 and $473 (2022: $98 and $410). The number of outstanding RSUs at July 31, 2023 amounts to 486,335 (2022: 132,143).

17


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

(c)

Escrow Shares

For the three and nine months ended July 31, 2023, the Company recorded share-based compensation related to Escrow Shares of $2,020 and $4,214 (2022: $1,092 and $3,251). These shares were granted as part of compensation plan and are released based on the employment agreement.

20.

Warrants

    

    

    

    

    

Weighted

    

Number of 

Warrants

Derivative

Weighted

average

warrants

amount

liability

average

number of

Expiry dates

 amount

exercise price

years to

expiry

 

#

 

$

 

$

 

$

 

 

Opening balance, November 1, 2020

 

131,064,114

 

5,796

 

266

 

0.42

 

2.07

 

  

Issued warrants for acquisition - Meta

 

741,600

 

3

 

 

1.31

 

 

December 14, 2021

Issued warrants for acquisition - Meta

 

40,076,411

 

2,616

 

 

0.35

 

0.49

 

February 6, 2023

Issued warrants for acquisition - Meta

 

4,120,000

 

120

 

 

1.10

 

0.06

 

April 11, 2023

Revaluation of derivative liability on convertible debentures

 

 

 

11,697

 

 

 

December 31, 2022

Warrants issued - equity financing

 

27,878,919

 

6,210

 

 

0.58

 

0.55

 

February 22, 2024

Warrants issued - equity financing

 

21,207,720

 

3,546

 

 

12.25

 

0.03

 

May 26, 2024

Warrants cancelled or expired

 

(59,578,382)

 

(5,457)

 

 

 

 

Warrants exercised

 

(54,268,198)

 

(2,110)

(10,270)

Balance October 31, 2021

 

111,242,184

10,724

1,693

2.60

2.01

  

Revaluation of derivative liability

 

220

Warrants cancelled or expired

(17,248,015)

(274)

Warrants exercised

(7,956,345)

(6)

(1,913)

Issued warrants - Promissory note (i)

 

700,000

321

4.98

0.33

June 21, 2023

Issued warrants - Bought deal (ii)

 

4,956,960

4,732

2.73

0.05

July 22, 2027

Balance October 31, 2022

 

91,694,784

15,497

2.58

2.39

  

Warrants cancelled or expired (i)(iii)

(40,428,262)

(2,758)

Balance July 31, 2023

 

51,266,522

12,739

5.61

1.00

  

As at July 31, 2023, 46,309,562 warrants were exercisable, on a basis of 15 warrants for 1 common share.

(i)The Company issued 700,000 warrants which have been fair valued at $321 using the Black-Scholes model. The following assumptions were used: stock price of $2.43, expected life of one year, $nil dividends, volatility 100%, risk-free interest rate of 3.31%, and exercise price of $4.98. The warrants expired on June 21, 2023.
(ii)The Company issued 4,956,960 warrants which have been fair valued at $4,731 using the Black-Scholes. Each warrant entitles the holder to acquire one common share of the Company. Management has calculated the fair value of the warrants issued using the following assumptions: fair value of common shares $2.05; exercise price of options $2.73; expected life of five years, volatility 253% and a risk-free interest rate of 2.9%, and the fair value of shares issued using the active share price on the date of issuance.
(iii)During the nine months ended, the remaining unexercised warrants issued in connection to the META acquisition expired.

18


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

21.

Loss Per Share

(a)

Current period loss per share:

Three months ended

Nine months ended

July 31, 

July 31, 

    

2023

    

2022

    

2023

    

2022

 

$

 

$

 

$

 

$

Net loss for the period

(3,574)

(2,717)

(9,147)

(18,346)

Non-controlling interest portion of net loss

710

386

625

521

Net loss for the period attributable to owners of the Company

(2,864)

(2,331)

(8,522)

(17,825)

#

#

#

#

Weighted average number of common shares - basic

74,984,417

62,683,545

74,008,911

60,487,824

Basic loss per share

(0.04)

(0.04)

(0.12)

(0.29)

The existing stock options and RSUs have not been considered as part of the calculation of dilutive loss per share as these were anti-dilutive for the period.

22. Financial Instruments and Risk Management

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk due to holding certain financial instruments. 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.

Risk management is carried out by senior management in conjunction with the Board of Directors.

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, trade accounts receivable, loans 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 are determined based on level 1 inputs, as the prices for the marketable securities are quoted in public exchanges.
-The Convertible 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 convertible debentures are initially 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.

19


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

-The liabilities associated with the put options included in the acquisitions of FABCBD, Blessed and NuLeaf have been recorded at fair value based on level 3 inputs. The valuation model considers the present value of the future obligation using a multiple of forecasted trailing twelve month EBITDA for FABCBD and NuLeaf, and forecasted twelve month revenue for Blessed CBD, and a risk-adjusted discount rate for FABCBD, Blessed and NuLeaf. Significant unobservable inputs include expected cash flows and the risk adjusted interest rate. The estimated fair value would increase (decrease) if the expected cash flows were higher (lower) or the risk adjusted interest rate were lower (higher).

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. Financial instruments that subject the Company to credit risk consist primarily of cash, accounts receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents and restricted marketable securities balances is limited because the counterparties are large commercial banks. The amounts reported for accounts receivable in the statement of consolidated financial position is net of expected credit loss and the net carrying value represents the Company’s maximum exposure to credit risk. Accounts receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating 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, 2023

    

October 31, 2022

$

$

Current (for less than 30 days)

 

6,668

 

5,435

31 – 60 days

 

511

 

420

61 – 90 days

 

126

 

568

Greater than 90 days

 

2,489

 

2,148

Less allowance

 

(243)

 

(655)

 

9,551

 

7,916

For the nine months ended July 31, 2023, $685 (2022: $nil) 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.

20


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

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 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.

Historically, the Company has been able to sustain its operations and meet liabilities as they come due through cash generated by operating results as well as equity financing where applicable. While no certainty can be obtained around future results, the Company anticipates that cash flows from operations, working capital, and other sources of financing will be sufficient to meet its debt repayments and other obligations as they come due.

Maturities of the Company’s financial liabilities are as follows:

    

Contractual cash flows

    

Less than one year

    

1-3 years

    

4-5 years

    

Greater than 5 years

$

$

$

$

$

October 31, 2022

  

 

  

 

  

 

  

 

  

Accounts payable and accrued liabilities

26,246

 

26,246

 

-

 

-

 

-

Notes payable

12,257

 

-

 

-

 

12,257

 

-

Interest bearing loans and borrowings

16,393

16,393

-

-

-

Derivative liability

6,336

 

6,336

 

-

 

-

 

-

Convertible debentures

7,466

2,696

4,770

-

-

Undiscounted lease obligations

37,116

9,683

12,604

7,437

7,392

Total

105,814

61,354

17,374

19,694

7,392

July 31, 2023

  

Accounts payable and accrued liabilities

20,571

 

20,571

-

-

 

-

Notes payable

12,525

 

140

12,344

23

 

18

Interest bearing loans and borrowings

16,902

16,902

-

-

 

-

Derivative liability

3,130

 

3,130

-

-

 

-

Convertible debentures

8,808

8,808

-

-

 

-

Undiscounted lease obligations

34,360

2,383

14,477

8,766

 

8,734

Total

96,296

51,934

26,821

8,789

 

8,752

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 variable interest rates.

At July 31, 2023, approximately 43% of the Company’s borrowings are at a fixed rate of interest (2022: 84%).

Assuming all other variables remain constant, a fluctuation of +/- 1.0 percent in the interest rate would impact the interest payment by approximately +/- $169.

21


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

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, 2023 was as follows:

(Canadian dollar equivalent amounts of GBP, EUR and USD balances)

    

July 31, 2023

    

July 31, 2023

    

July 31, 2023

    

July 31, 2023

October 31, 

(GBP)

(EUR)

(USD)

Total

2022

$

$

$

 

$

$

Cash

1,083

313

 

2,069

3,465

4,391

Accounts receivable

301

77

 

4,689

5,067

1,754

Accounts payable and accrued liabilities

(117)

(1,048)

 

(6,892)

(8,057)

(11,542)

Net monetary assets

1,267

(658)

 

(134)

475

(5,397)

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 +/- $7 (October 31, 2022 - $34). 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 +/- $33 (October 31, 2022 - $38), 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 +/- $63 (October 31, 2022 - $42). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates.

22


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

23.

Segmented Information

Segments are identified by management based on the allocation of resources, which is done on a basis of selling channel rather than by legal entity. As such, the Company has established two main segments, being retail and wholesale, with a Corporate segment which includes oversight and start up operations of new entities until such time as revenue generation commences. The reportable segments are managed separately because of the unique characteristics and requirements of each business.

    

Retail

Retail

Wholesale

Wholesale

Corporate

Corporate

Total

Total

For the three months ended July 31, 

2023

2022

2023

2022

2023

2022

2023

2022

($)

    

($)

    

($)

    

($)

    

($)

    

($)

    

($)

    

($)

Total revenue

 

123,954

 

94,367

 

336

 

942

 

62

 

45

 

124,352

 

95,354

Gross profit (loss)

 

34,914

 

25,282

 

(358)

 

431

 

22

 

42

 

34,578

 

25,755

(Loss) income from operations

 

5,015

 

1,439

 

(1,128)

 

(411)

 

(4,549)

 

(5,698)

 

(662)

 

(4,670)

    

Retail

Retail

Wholesale

Wholesale

Corporate

Corporate

Total

Total

For the nine months ended July 31, 

2023

2022

2023

2022

2023

2022

2023

2022

($)

    

($)

    

($)

    

($)

    

($)

    

($)

    

($)

    

($)

Total revenue

 

358,409

 

245,379

 

1,914

 

3,128

 

241

 

97

 

360,564

 

248,604

Gross profit (loss)

 

98,157

 

70,594

 

(62)

 

745

 

235

 

95

 

98,330

 

71,434

(Loss) income from operations

 

17,288

 

(60)

 

(2,851)

 

(1,321)

 

(21,658)

 

(17,013)

 

(7,221)

 

(18,394)

Retail

Retail

Wholesale

Wholesale

Corporate

Corporate

Total

Total

As at July 31, 2023 and October 31, 2022

2023

2022

2023

2022

2023

2022

2023

2022

($)

    

($)

    

($)

    

($)

    

($)

    

($)

    

($)

    

($)

Total assets

221,567

241,394

8,852

11,949

34,742

21,400

265,161

274,743

Total liabilities

64,990

71,780

1,703

3,054

36,179

37,876

102,872

112,710

    

Canada

    

Canada

    

USA

    

USA

    

International

    

International

    

Total

    

Total

For the three months ended July 31, 

2023

2022

2023

2022

2023

2022

2023

2022

($)

($)

($)

($)

($)

($)

($)

($)

Total revenue

 

111,916

80,697

11,988

13,148

448

1,509

124,352

95,354

Gross profit

 

29,433

18,902

5,060

5,977

85

876

34,578

25,755

(Loss) income from operations

 

(5)

(4,496)

(387)

(730)

(270)

556

(662)

(4,670)

    

Canada

    

Canada

    

USA

    

USA

    

International

    

International

    

Total

    

Total

For the nine months ended July 31, 

2023

2022

2023

2022

2023

2022

2023

2022

($)

($)

($)

($)

($)

($)

($)

($)

Total revenue

 

315,284

196,596

42,722

46,529

2,558

5,479

360,564

248,604

Gross profit

 

77,684

44,779

19,640

23,124

1,006

3,531

98,330

71,434

(Loss) income from operations

 

(7,725)

(21,650)

327

730

177

2,526

(7,221)

(18,394)

Canada

    

Canada

    

USA

    

USA

    

International

    

International

    

Total

    

Total

As at July 31, 2023 and October 31, 2022

2023

2022

2023

2022

2023

2022

2023

2022

($)

    

($)

    

($)

    

($)

    

($)

    

($)

    

($)

    

($)

Total assets

178,184

183,640

77,254

77,247

9,723

13,856

265,161

274,743

Total liabilities

83,835

85,925

16,317

24,897

2,720

1,888

102,872

112,710

23


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

24. Related Party Transactions

As at July 31, 2023, 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.

Operational transactions

An office and warehouse unit 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 primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of the Company.

Financing transactions:

On July 22, 2022, the Company issued, on a bought deal basis post-consolidation, 4,956,960 units of the Company at a price of $2.32 per unit post-consolidation. The corporate secretary of the Company, collectively participated in the offering and acquired an aggregate of 130,800 units post-consolidation.

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 until the earlier of:

(i)12 months following initial funding, provided all covenants of High Tide Inc. are in good standing; and

(ii)The CEO no longer being an officer of High Tide Inc.

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.

24


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

25.

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.

Right of use assets

    

 

 

$

Balance at November 1, 2022

30,519

Net additions

4,113

Terminations

(151)

Depreciation expense for the period

(6,676)

Balance at July 31, 2023

27,805

Lease Liabilities

    

 

 

$

Balance at October 31, 2022

33,768

Net additions

4,193

Terminations

(170)

Cash outflows in the year

(8,195)

Accretion expense for the year ended (Note 17)

1,794

Balance at July 31, 2023

31,390

Current

(6,524)

Non-current

24,866

During the period ended July 31, 2023, the Company also paid $3,441 (2022: $2,581) in variable operating costs associated to the leases which are expensed under general and administrative expenses.

26. 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 executed on strategic opportunities.

The Company’s strategy is formulated to maintain a flexible capital structure consistent with the objectives stated above as well 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 and 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.

27.

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.

25


Graphic

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2023 and 2022

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

28.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 and with the exclusion of Goodwill.

    

July 31, 2023

    

October 31, 2022

$

$

Total current assets

 

7,689

 

12,471

Total non-current assets

 

6,592

 

85,035

Total current liabilities

 

(4,715)

 

(16,175)

Total non-current liabilities

 

(7,242)

 

(3,366)

Nine months ended July 31

    

2023

    

2022

$

$

Revenues for the period ended

 

23,552

 

35,428

Net income for the period ended

 

3,023

 

3,714

The net change in non-controlling interests is as follows:

As at

    

July 31, 2023

    

October 31, 2022

$

$

Balance, beginning of year

5,683

4,795

Share of loss (gain) for the period - Saturninus Partners

45

(110)

Share of loss (gain) for the period - Meta

(177)

(136)

Share of loss (gain) for the period - FABCBD

-

500

Share of loss (gain) for the period - Blessed

(625)

305

Share of loss (gain) for the period - NuLeaf

132

563

Purchase of NuLeaf

-

1,726

Distribution - Saturninus Partners

-

(749)

Distribution - FABCBD

-

(372)

Distribution - Blessed

(461)

(569)

Distribution - NuLeaf

-

(270)

Distribution - Meta

-

-

Purchase of minority interest and closing of NCI balance - FABCBD

(1,470)

Balance

3,127

5,683

26