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SNDL Inc. Condensed Consolidated Interim Financial Statements For the three months ended

Key Takeaway: Condensed Consolidated Interim Financial Statements For the three months ended March 31, 2025 (Unaudited expressed in thousands of Canadian dollars) Condensed Consolidated Interim Statements of Financial Position (Unaudited - expressed in thousands of Canadian dollars) As at

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Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2025
(Unaudited expressed in thousands of Canadian dollars)
Condensed Consolidated Interim Statements of Financial Position
(Unaudited - expressed in thousands of Canadian dollars)
As at Note March 31, 2025 December 31, 2024
Assets
Current assets
Cash and cash equivalents 220,867 218,359
Restricted cash 19,792 19,815
Marketable securities 139 139
Accounts receivable 29,782 28,118
Biological assets 5 3,049 1,187
Inventory 6 132,899 127,919
Prepaid expenses and deposits 10,642 16,860
Investments 12 614 27,560
Assets held for sale 7 251 19,051
Net investment in subleases 10 2,719 2,832
420,754 461,840
Non-current assets
Long-term deposits and receivables 3,918 3,679
Right of use assets 8 111,239 115,435
Property, plant and equipment 9 158,129 145,810
Net investment in subleases 10 13,679 15,354
Intangible assets 11 60,628 61,325
Investments 12 12,078 8,427
Equity-accounted investees 13 407,600 413,124
Goodwill 124,248 124,248
Total assets 1,312,273 1,349,242
Liabilities
Current liabilities
Accounts payable and accrued liabilities 57,887 56,275
Lease liabilities 14 33,254 34,256
Derivative warrants 14 26
91,155 90,557
Non-current liabilities
Lease liabilities 14 114,692 118,017
Other liabilities 6,227 7,312
Total liabilities 212,074 215,886
Shareholders' equity
Share capital 15(b) 2,295,107 2,346,728
Warrants 15(c) 667 667
Contributed surplus 59,522 57,156
Accumulated deficit (1,302,289 ) (1,323,965 )
Accumulated other comprehensive income ( AOCI ) 47,192 52,770
Total shareholders' equity 1,100,199 1,133,356
Total liabilities and shareholders' equity 1,312,273 1,349,242
Commitments (note 23)
Subsequent events (note 24)
See accompanying notes to the condensed consolidated interim financial statements.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
(Unaudited - expressed in thousands of Canadian dollars, except per share amounts)
Three months ended March 31
Note 2025 2024
Net revenue 17 204,914 197,750
Cost of sales 6 148,273 147,350
Gross profit 56,641 50,400
Investment income 18 2,856 4,036
Share of (loss) profit of equity-accounted investees 13 (4,457 ) 9,148
General and administrative 46,359 44,695
Sales and marketing 3,767 2,598
Research and development 100 37
Depreciation and amortization 8,9,11 13,228 14,143
Share-based compensation 16 1,388 4,843
Restructuring costs (recovery) 326 (89 )
Asset impairment, net 8,9 1,984 1,656
(Gain) loss on disposition of assets (59 ) 78
Operating loss (12,053 ) (4,377 )
Other expenses, net 19 (2,654 ) (3,272 )
Loss before income tax (14,707 ) (7,649 )
Income tax recovery 2,997
Net loss (14,707 ) (4,652 )
Equity-accounted investees - share of other comprehensive (loss) income 13 (348 ) 10,034
Investments at fair value through other comprehensive income ( FVOCI ) - change in fair value 12 (5,230 )
Comprehensive (loss) income (20,285 ) 5,382
Net loss attributable to:
Owners of the Company (14,707 ) (2,554 )
Non-controlling interest (2,098 )
(14,707 ) (4,652 )
Comprehensive (loss) income attributable to:
Owners of the Company (20,285 ) 7,480
Non-controlling interest (2,098 )
(20,285 ) 5,382
Net loss per common share attributable to owners of the Company
Basic and diluted 20 $ (0.06 ) $ (0.01 )
See accompanying notes to the condensed consolidated interim financial statements.
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity
(Unaudited - expressed in thousands of Canadian dollars)
Note Share capital Warrants Contributed surplus Contingent consideration Accumulated deficit AOCI - Equity-accounted investees AOCI - Investments at FVOCI Non- controlling interest Total
Balance at December 31, 2024 2,346,728 667 57,156 (1,323,965 ) 50,906 1,864 1,133,356
Net loss (14,707 ) (14,707 )
Other comprehensive loss (348 ) (5,230 ) (5,578 )
Share repurchases (51,714 ) 36,383 (15,331 )
Share-based compensation 16 2,459 2,459
Employee awards exercised 93 (93 )
Balance at March 31, 2025 2,295,107 667 59,522 (1,302,289 ) 50,558 (3,366 ) 1,100,199
Note Share capital Warrants Contributed surplus Contingent consideration Accumulated deficit AOCI - Equity-accounted investees AOCI - Investments at FVOCI Non- controlling interest Total
Balance at December 31, 2023 2,375,950 2,260 73,014 2,279 (1,260,851 ) 19,417 17,271 1,229,340
Net loss (2,554 ) (2,098 ) (4,652 )
Other comprehensive income 10,034 10,034
Share issuances 164 164
Share issuances by subsidiaries 74 44 118
Warrants expired (1,593 ) 753 (840 )
Share-based compensation 16 2,441 2,441
Employee awards exercised 1,049 (1,049 )
Distribution declared by subsidiaries 23 23
Balance at March 31, 2024 2,377,163 667 75,233 2,279 (1,263,405 ) 29,451 15,240 1,236,628
See accompanying notes to the condensed consolidated interim financial statements.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited - expressed in thousands of Canadian dollars)
Three months ended March 31
Note 2025 2024
Cash provided by (used in):
Operating activities
Net loss for the period (14,707 ) (4,652 )
Adjustments for:
Income tax recovery (2,997 )
Interest and fee income 18 (2,856 ) (4,091 )
Change in fair value of biological assets (1,111 ) (232 )
Share-based compensation 16 1,388 4,843
Depreciation and amortization 8,9,11 14,187 14,570
(Gain) loss on disposition of assets (59 ) 78
Inventory impairment and obsolescence 591 1,913
Finance costs, net 19 1,690 1,625
Change in estimate of fair value of derivative warrants (12 ) 1,300
Unrealized foreign exchange loss 13 104
Transaction costs 164
Asset impairment, net 8,9 1,984 1,656
Share of loss (profit) of equity-accounted investees 13 4,457 (9,148 )
Unrealized loss on marketable securities 18 55
Interest received 2,936 3,172
Change in non-cash working capital (713 ) (5,059 )
Net cash provided by operating activities 7,788 3,301
Investing activities
Additions to property, plant and equipment 9 (1,588 ) (2,410 )
Changes to investments 12 17,910 133
Capital refunds from equity-accounted investees 13 168
Capital distributions from equity-accounted investees 13 719
Proceeds from disposal of property, plant and equipment 113 (62 )
Change in non-cash working capital 18 495
Net cash provided by (used in) investing activities 17,172 (1,676 )
Financing activities
Change in restricted cash (231 )
Payments on lease liabilities, net 10,14 (7,512 ) (7,516 )
Repurchase of common shares 15(b) (15,031 )
Change in non-cash working capital 91 35
Net cash used in financing activities (22,452 ) (7,712 )
Change in cash and cash equivalents 2,508 (6,087 )
Cash and cash equivalents, beginning of period 218,359 195,041
Cash and cash equivalents, end of period 220,867 188,954
See accompanying notes to the condensed consolidated interim financial statements.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2025
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
1.Description of business
SNDL Inc. ( SNDL or the Company ) was incorporated under the Business Corporations Act (Alberta) on August 19, 2006. On July 25, 2022, the Company's shareholders approved a special resolution amending the articles of SNDL to change the name of the Company from Sundial Growers Inc. to SNDL Inc. .
The Company's head office is located at 101, 17220 Stony Plain Road, Edmonton, Alberta.
The principal activities of the Company are the retailing of wines, beers and spirits, the operation and support of corporate-owned and franchise retail cannabis stores in certain Canadian jurisdictions where the private sale of adult-use cannabis is permitted, the manufacturing of cannabis products providing proprietary cannabis processing services, the production, distribution and sale of cannabis in Canada and for export pursuant to the Cannabis Act (Canada) (the Cannabis Act ), and the deployment of capital to investment opportunities. The Cannabis Act regulates the production, distribution, and possession of cannabis for both medical and adult-use access in Canada.
SNDL and its subsidiaries operate solely in Canada. Through its joint venture, SunStream Bancorp Inc. ( SunStream ) (note 13), the Company provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. The Company also makes strategic portfolio investments in debt and equity securities.
The Company's liquor retail operations are seasonal in nature. Accordingly, sales will vary by quarter based on consumer spending behaviour. The Company is able to adjust certain variable costs in response to seasonal revenue patterns; however, costs such as occupancy are fixed, causing the Company to report a higher level of earnings in the third and fourth quarters. This business seasonality results in quarterly performance that is not necessarily indicative of the year's performance. The cannabis industry is a growing industry and the Company has not observed significant seasonality as of yet.
The Company's common shares trade on the Nasdaq Capital Market under the ticker symbol SNDL and on the Canadian Securities Exchange under the symbol SNDL .
In early 2025, the new U.S. administration issued executive orders directing the United States to impose new tariffs on imports from certain countries, including Canada. The new U.S. administration subsequently imposed certain tariffs and the Canadian administration imposed their own tariffs on imports from the United States. The U.S. and Canadian administrations have suggested that a new economic deal may be structured between the countries, though the scope and terms of such a deal, if any, are unknown. Such announcements and further potential retaliatory tariffs have created uncertainty, which has permeated the economic and investment outlook, impacting current economic conditions, including such issues as the inflation rate and the global supply chain.
In light of these recent developments, SNDL is continually monitoring the evolving situation and the impacts and potential consequences on its financial position, including evaluating any effects the tariffs may have on the cost of inputs sourced from the U.S. for certain of our operating segments, including packaging materials and other operational supplies, along with potential volatility in foreign exchange rates. The Company did not experience a significant impact to its financial performance during the first quarter of 2025.
2.Basis of presentation
Statement of compliance
These condensed consolidated interim financial statements ( financial statements ) have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2025
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
These financial statements were prepared using the same accounting policies and methods as those disclosed in the annual consolidated financial statements for the year ended December 31, 2024. These financial statements should be read in conjunction with the annual consolidated financial statements for the Company for the year ended December 31, 2024.
These financial statements were approved and authorized for issue by the board of directors of the Company (the Board ) on April 30, 2025.
3.Business acquisitions
On July 5, 2024, the Company announced that it had entered into a purchase agreement with Indiva Limited ( Indiva ) and its direct and indirect subsidiaries (collectively with Indiva, the Indiva Group ), pursuant to which the Company offered to purchase all of the issued and outstanding shares of Indiva and the business and assets of the Indiva Group (the Indiva Transaction ) for consideration comprising of a credit bid of all of the indebtedness of the Indiva Group owing to the Company, the retention of certain liabilities of the Indiva Group, and cash payments sufficient to repay certain priority indebtedness of the Indiva Group and costs associated with the Indiva Group's proceedings under the Companies' Creditors Arrangement Act (Canada).
On November 4, 2024, the Company announced that it had successfully closed the Indiva Transaction for consideration of approximately $21.1 million, comprised of the extinguishment of $20.7 million in total debt owing by Indiva to the Company and a cash payment of approximately $0.4 million.
The Company has engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed. The purchase price allocation is not final as the Company is continuing to obtain and verify information required to determine the fair value of certain assets and liabilities and the amount of deferred income taxes, if any, arising on their recognition.
Due to the inherent complexity associated with valuations and the timing of the acquisition, the amounts below are provisional and subject to adjustment. The fair value of consideration paid was as follows:
Provisional
Extinguishment of term loan 18,923
Extinguishment of debtor-in-possession loan 1,750
Cash 385
21,058
The preliminary fair value of the assets and liabilities acquired was as follows:
Provisional
Cash 3
Accounts receivable 4,057
Inventory 4,860
Prepaid expenses and deposits 205
Right of use assets 562
Property, plant and equipment 21,213
Accounts payable and accrued liabilities (4,100 )
Lease liabilities (286 )
Total identifiable net assets acquired 26,514
Bargain purchase gain (5,456 )
21,058
The excess of the aggregate fair value of the identifiable net assets acquired over the fair value of the consideration was $5.46 million, which was recorded as a bargain purchase gain included in other expenses, net, in the consolidated
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2025
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
statements of loss and comprehensive loss for the year ended December 31, 2024. The bargain purchase gain was primarily due to the fair value adjustments on the identifiable property, plant and equipment and net working capital acquired.
As new information is obtained within one year of the date of acquisition, about facts and circumstances that existed at the date of acquisition, the accounting for the acquisition will be revised. All such adjustments will be recorded to the bargain purchase gain in the period that the adjustment is identified. For the three months ended March 31, 2025, no changes were made to the preliminary fair value of the assets and liabilities acquired or the bargain purchase gain.
4.Segment information
The Company's reportable segments are organized by business line and are comprised of four reportable segments: liquor retail, cannabis retail, cannabis operations, and investments.
Liquor retail includes the sale of wines, beers and spirits through owned liquor stores. Cannabis retail includes the private sale of adult-use cannabis products and accessories through corporate-owned and franchised retail cannabis stores. Cannabis operations include the cultivation, distribution and sale of cannabis for the adult-use and medical markets domestically and for export, and providing proprietary cannabis processing services, in addition to product development, manufacturing, and commercialization of cannabis consumer packaged goods. Investments include the deployment of capital to investment opportunities. Certain overhead expenses not directly attributable to any operating segment are reported as Corporate .
Cannabis Retail Cannabis Operations Intersegment Eliminations Cannabis Total Liquor Retail Investments Corporate Total
As at March 31, 2025
Total assets (1) 196,701 214,132 410,833 325,202 420,199 156,039 1,312,273
Three months ended March 31, 2025
Net revenue (2) 77,540 34,319 (16,417 ) 95,442 109,472 204,914
Gross profit 19,627 9,211 28,838 27,803 56,641
Operating income (loss) 5,162 (486 ) 4,676 1,980 (1,601 ) (17,108 ) (12,053 )
Earnings (loss) before income tax 4,609 (633 ) 3,976 935 (1,601 ) (18,017 ) (14,707 )
(1)As at March 31, 2025, cash and cash equivalents have been allocated to Corporate from Investments.
(2)The Company has eliminated $16.4 million for the three months ended March 31, 2025 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company's licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.
Cannabis Retail Cannabis Operations Intersegment Eliminations Cannabis Total Liquor Retail Investments (1) Corporate Total
As at December 31, 2024
Total assets 195,823 230,021 425,844 326,061 577,522 19,815 1,349,242
Three months ended March 31, 2024
Net revenue (2) 71,306 22,395 (12,005 ) 81,696 116,054 197,750
Gross profit 18,359 3,235 21,594 28,806 50,400
Operating income (loss) (1,042 ) 891 (151 ) 2,180 13,079 (19,485 ) (4,377 )
Earnings (loss) before income tax (1,848 ) 698 (1,150 ) 964 13,079 (20,542 ) (7,649 )
(1)Total assets include cash and cash equivalents.
(2)The Company has eliminated $12.0 million for the three months ended March 31, 2024 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company's licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2025
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
Geographical disclosure
As at March 31, 2025, the Company had non-current assets related to credit investments in the United States of $407.6 million (December 31, 2024 $413.1 million). For the three months ended March 31, 2025, share of profit of equity-accounted investees related to operations in the United States was a loss of $4.5 million (three months ended March 31, 2024 profit of $9.1 million). All other non-current assets relate to operations in Canada and revenues from external customers relate to operations in Canada.
The Company's biological assets consist of cannabis plants in various stages of vegetation, including plants which have not been harvested. The change in carrying value of biological assets is as follows:
As at March 31, 2025 December 31, 2024
Balance, beginning of year 1,187 429
Increase in biological assets due to capitalized costs 3,937 7,243
Net change in fair value of biological assets 1,111 (892 )
Transferred to inventory upon harvest (3,186 ) (5,593 )
Balance, end of period 3,049 1,187
Biological assets are valued in accordance with International Accounting Standard 41 Agriculture and are presented at their fair value less costs to sell up to the point of harvest. This is determined using a model which estimates the expected harvest yield in grams for plants currently being cultivated, and then adjusts that amount for the expected selling price less costs to produce and sell per gram.
The fair value measurements for biological assets have been categorized as Level 3 fair values based on the inputs to the valuation technique used. The Company's method of accounting for biological assets attributes value accretion on a straight-line basis throughout the life of the biological asset from initial cloning to the point of harvest.
The Company estimates the harvest yields for cannabis at various stages of growth. As at March 31, 2025, it is estimated that the Company's biological assets will yield approximately 13,059 kilograms (December 31, 2024 4,500 kilograms) of dry cannabis when harvested. During the three months ended March 31, 2025, the Company harvested 6,736 kilograms of dry cannabis (three months ended March 31, 2024 1,145 kilograms).
As at March 31, 2025 December 31, 2024
Retail liquor 76,752 73,538
Retail cannabis 19,680 21,783
Harvested cannabis
Raw materials, packaging and components 13,411 13,030
Extracted cannabis & hemp oils 17,791 16,058
Work-in-progress
Finished goods 5,265 3,510
132,899 127,919
During the three months ended March 31, 2025, inventories of $148.8 million were recognized in cost of sales as an expense (three months ended March 31, 2024 $145.9 million).
During the three months ended March 31, 2025, the Company recognized inventory write downs of $0.6 million (three months ended March 31, 2024 $1.9 million).
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2025
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
7.Assets held for sale
At March 31, 2025, assets held for sale were measured at their fair value less costs to sell and comprised of the following:
As at March 31, 2025 December 31, 2024
Olds facility 18,800
Extraction equipment 251 251
251 19,051
The Olds facility, located in Olds, Alberta, had a primary purpose to cultivate cannabis for the adult-use market. Upon closing the Olds facility, management committed to a plan to sell the Olds facility and classified the asset as available for sale. During the three months ended March 31, 2025, management concluded that the Olds facility no longer met certain criteria for assets held for sale due to secondary commercial real estate market conditions in Alberta and therefore reclassified it back to property, plant and equipment.
8.Right of use assets
Cost
Balance at December 31, 2024 217,251
Renewals, remeasurements and dispositions 3,253
Balance at March 31, 2025 220,504
Accumulated depreciation and impairment
Balance at December 31, 2024 101,816
Depreciation 7,917
Impairment reversal (468 )
Balance at March 31, 2025 109,265
Net book value
Balance at December 31, 2024 115,435
Balance at March 31, 2025 111,239
For the three months ended March 31, 2025, the Company recorded the following net impairment reversals on right of use assets:
Reporting Segment
Three months ended Liquor retail Cannabis retail Total
March 31, 2025 (468 ) (468 )
Refer to note 9 for the significant assumptions applied in the impairment test.
For the three months ended March 31, 2024, the Company recorded the following net impairment (reversals) losses on right of use assets:
Reporting Segment
Three months ended Liquor retail Cannabis retail Total
March 31, 2024 (159 ) 1,756 1,597
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2025
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
9.Property, plant and equipment
Land Production facilities Leasehold improvements Equipment Construction in progress Total
Cost
Balance at December 31, 2024 9,454 51,251 78,250 108,903 2,571 250,429
Additions 356 932 842 2,130
Transfers from CIP 2,571 (2,571 )
Transfer from assets held for sale 18,800 18,800
Dispositions (1,832 ) (1,832 )
Balance at March 31, 2025 9,454 70,051 81,177 108,003 842 269,527
Accumulated depreciation and impairment
Balance at December 31, 2024 4,960 38,126 61,533 104,619
Depreciation 439 2,386 2,748 5,573
Impairment (recovery) 689 1,864 (143 ) 42 2,452
Dispositions (1,246 ) (1,246 )
Balance at March 31, 2025 689 7,263 40,369 63,077 111,398
Net book value
Balance at December 31, 2024 9,454 46,291 40,124 47,370 2,571 145,810
Balance at March 31, 2025 8,765 62,788 40,808 44,926 842 158,129
During the three months ended March 31, 2025, depreciation expense of $1.0 million was capitalized to biological assets and inventory (three months ended March 31, 2024 $0.4 million).
During the three months ended March 31, 2025, the Company determined that indicators of impairment existed relating to certain land, production facilities and machinery and equipment, due to the consolidation of the Company's edible facilities as part of its integration strategy. The estimated recoverable amount of the assets was determined to be nil and an impairment of $2.7 million was recorded. The impairment was recognized in the Company's cannabis operations reporting segment.
During the three months ended March 31, 2025, the Company determined that indicators of impairment reversal existed relating to one previously impaired cannabis retail store showing improved store level operating results. For impairment testing of retail property, plant and equipment and right of use assets, the Company determined that a cash generating unit ( CGU ) was defined as each individual retail store. The Company completed impairment tests for each CGU determined to have an indicator of potential impairment or impairment reversal using a discounted cash flow model. The recoverable amounts for each CGU were based on the higher of its estimated value in use and fair value less costs of disposal using Level 3 inputs. The significant assumptions applied in the impairment test are described below:
Last updated: May 1, 2025