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Consolidated Financial Statements
the three and six months ended June 30, 2019 and 2018
- expressed in thousands of Canadian dollars)
Sundial Growers Inc.
Consolidated Statements of Financial Position
- expressed in thousands of Canadian dollars)
| As at | June 30, 2019 | December 31, 2018 | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 38,434 | 14,121 | ||||||
| Restricted cash (note 11b) | 104,074 | 350 | ||||||
| Accounts receivable | 3,709 | 2,738 | ||||||
| Biological assets (note 5) | 12,835 | 876 | ||||||
| Inventory (note 6) | 17,485 | 1,234 | ||||||
| Prepaid expenses and deposits (note 7) | 21,835 | 2,390 | ||||||
| 198,372 | 21,709 | |||||||
| Non-current assets | ||||||||
| Property, plant and equipment (note 8) | 152,182 | 88,491 | ||||||
| Intangible assets (note 4, 10) | 18,663 | - | ||||||
| 170,845 | 88,491 | |||||||
| Total assets | 369,217 | 110,200 | ||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | 54,722 | 19,324 | ||||||
| Current portion of long-term debt (note 11) | 14,450 | 22,477 | ||||||
| Current liability component of convertible notes (note 13) | 27,394 | 25,449 | ||||||
| Current portion of lease obligation | 298 | 44 | ||||||
| Current portion of financial obligations (note 14) | 3,034 | 2,364 | ||||||
| Derivative liability | 54,168 | - | ||||||
| 154,066 | 69,658 | |||||||
| Non-current liabilities | ||||||||
| Long-term debt (note 11) | 123,221 | 32,159 | ||||||
| Senior convertible notes (note 12) | 51,342 | - | ||||||
| Lease obligation | 936 | 170 | ||||||
| Financial obligations (note 14) | 16,176 | 16,121 | ||||||
| Total liabilities | 345,741 | 118,108 | ||||||
| Shareholders' equity | ||||||||
| Share capital (note 15b) | 111,605 | 65,133 | ||||||
| Warrants (note 15c) | - | 3,108 | ||||||
| Contributed surplus (note 15d) | 19,407 | 9,493 | ||||||
| Convertible notes - equity component (note 13) | 3,232 | 3,232 | ||||||
| Contingent consideration (note 4) | 2,279 | - | ||||||
| Accumulated deficit | (117,898 | ) | (88,874 | ) | ||||
| Total shareholders' equity (deficit) | 18,625 | (7,908 | ) | |||||
| Non-controlling interest (note 4) | 4,851 | - | ||||||
| Total liabilities and shareholders' equity | 369,217 | 110,200 |
Commitments (note 21)
Subsequent events (note 11, 22)
See accompanying notes to the condensed
interim consolidated financial statements.
| APPROVED BY THE BOARD: | |
| "Signed" Edward Hellard | "Signed" Torsten Kuenzlen |
| EXECUTIVE CHAIRMAN & DIRECTOR | DIRECTOR |
Consolidated Statements of Loss and Comprehensive Loss
- expressed in thousands of Canadian dollars, except per share amounts)
| Three months ended | Six months ended | |||||||||||||||||
| June 30 | June 30 | June 30 | June 30 | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||||
| Gross revenue | 20,284 | - | 21,975 | - | ||||||||||||||
| Excise taxes | 985 | - | 1,177 | - | ||||||||||||||
| Net revenue | 19,299 | - | 20,798 | - | ||||||||||||||
| Cost of sales | 10,434 | - | 11,212 | - | ||||||||||||||
| Gross margin before fair value adjustments | 8,865 | - | 9,586 | - | ||||||||||||||
| Increase in fair value of biological assets | 12,174 | (366 | ) | 12,866 | - | |||||||||||||
| Change in fair value realized through inventory | (1,769 | ) | - | (1,689 | ) | - | ||||||||||||
| Gross margin | 19,270 | (366 | ) | 20,763 | - | |||||||||||||
| General and administrative | 6,371 | 1,702 | 11,445 | 3,304 | ||||||||||||||
| Sales and marketing | 1,533 | 662 | 2,745 | 1,482 | ||||||||||||||
| Research & development | 1,756 | 52 | 1,851 | 546 | ||||||||||||||
| Pre-production expenses | - | 995 | - | 1,632 | ||||||||||||||
| Depreciation and amortization | 148 | 170 | 268 | 333 | ||||||||||||||
| Foreign exchange (gain)/loss | 215 | 18 | (54 | ) | 19 | |||||||||||||
| Share-based compensation (note 16) | 13,529 | 1,838 | 26,154 | 3,399 | ||||||||||||||
| Asset impairment (note 8) | - | - | 162 | 2,184 | ||||||||||||||
| Loss from operations | (4,282 | ) | (5,803 | ) | (21,808 | ) | (12,899) | |||||||||||
| Finance costs (note 18) | (8,083 | ) | (24 | ) | (10,868 | ) | (24) | |||||||||||
| Gain (loss) on disposal of property, plant and equipment | 15 | - | 15 | (52) | ||||||||||||||
| Loss before tax | (12,350 | ) | (5,827 | ) | (32,661 | ) | (12,975) | |||||||||||
| Income tax recovery (note 4b) | - | - | 3,609 | - | ||||||||||||||
| Net loss and comprehensive loss | (12,350 | ) | (5,827 | ) | (29,052 | ) | (12,975) | |||||||||||
| Net loss and comprehensive loss attributable to: | ||||||||||||||||||
| Sundial Growers Inc. | (12,322 | ) | (5,827 | ) | (29,024 | ) | (12,975) | |||||||||||
| Non-controlling interest (note 4) | (28 | ) | - | (28 | ) | - | ||||||||||||
| Basic and diluted loss per share | $ | (0.16 | ) | $ | (0.09 | ) | $ | (0.40 | ) | $(0.21) |
See accompanying notes to the condensed
interim consolidated financial statements.
Consolidated Statements of Changes in Equity (Deficit)
- expressed in thousands of Canadian dollars)
| Note | Share capital | Warrants | Contributed surplus | Convertible notes - equity component | Accumulated deficit | Total shareholders' equity | ||||||||||||||||||
| Balance at December 31, 2017 | 20,719 | - | 3,735 | - | (11,056 | ) | 13,398 | |||||||||||||||||
| Net loss for the period | - | - | - | - | (7,148 | ) | (7,148 | ) | ||||||||||||||||
| Shares issued | 7,147 | - | - | - | - | 7,147 | ||||||||||||||||||
| Share-based compensation expense | - | - | 1,561 | - | - | 1,561 | ||||||||||||||||||
| Balance at March 31, 2018 | 27,866 | - | 5,296 | - | (18,204 | ) | 14,958 | |||||||||||||||||
| Net loss for the period | - | - | - | - | (5,827 | ) | (5,827 | ) | ||||||||||||||||
| Shares issued | 14,452 | - | - | - | - | 14,452 | ||||||||||||||||||
| Share issuance costs | (278 | ) | - | - | - | - | (278 | ) | ||||||||||||||||
| Share repurchase | (2,702 | ) | - | - | - | - | (2,702 | ) | ||||||||||||||||
| Fair value allocated to warrants | (3,037 | ) | 3,037 | - | - | - | - | |||||||||||||||||
| Share-based compensation expense | - | - | 1,838 | - | - | 1,838 | ||||||||||||||||||
| Balance at June 30, 2018 | 36,301 | 3,037 | 7,134 | - | (24,031 | ) | 22,441 |
Consolidated Statements of Changes in Equity (Deficit)
- expressed in thousands of Canadian dollars)
| Note | Share capital | Warrants | Contributed surplus | Convertible notes - equity component | Contingent consideration | Non- controlling interest | Accumulated deficit | Total equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2018 | 65,133 | 3,108 | 9,493 | 3,232 | - | - | (88,874 | ) | (7,908 | ) | ||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | - | (16,702 | ) | (16,702 | ) | ||||||||||||||||||||||||||
| Business acquisition | 4 | (b) | 2,601 | - | - | - | 2,279 | 4,879 | - | 9,759 | ||||||||||||||||||||||||||
| Shares issued | 15 | (b) | 534 | - | - | - | - | - | - | 534 | ||||||||||||||||||||||||||
| Share issuance costs | 15 | (b) | (1 | ) | - | - | - | - | - | - | (1 | ) | ||||||||||||||||||||||||
| Share-based compensation expense | 16 | - | - | 12,625 | - | - | - | - | 12,625 | |||||||||||||||||||||||||||
| Warrants exercised | 15 | (c) | 9,867 | (1,568 | ) | - | - | - | - | - | 8,299 | |||||||||||||||||||||||||
| Simple and performance warrants exercised | 16 | 6,095 | - | (5,095 | ) | - | - | - | - | 1,000 | ||||||||||||||||||||||||||
| Balance at March 31, 2019 | 84,229 | 1,540 | 17,023 | 3,232 | 2,279 | 4,879 | (105,576 | ) | 7,606 | |||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | (28 | ) | (12,322 | ) | (12,350 | ) | |||||||||||||||||||||||||
| Shares issued | 15 | (b) | 7,040 | - | - | - | - | - | - | 7,040 | ||||||||||||||||||||||||||
| Share-based compensation expense | 16 | - | - | 12,947 | - | - | - | - | 12,947 | |||||||||||||||||||||||||||
| Warrants exercised | 15 | (c) | 9,696 | (1,540 | ) | - | - | - | - | - | 8,156 | |||||||||||||||||||||||||
| Simple and performance warrants exercised | 16 | 10,640 | - | (10,563 | ) | - | - | - | - | 77 | ||||||||||||||||||||||||||
| Balance at June 30, 2019 | 111,605 | - | 19,407 | 3,232 | 2,279 | 4,851 | (117,898 | ) | 23,476 |
See accompanying notes to the condensed
interim consolidated financial statements.
Consolidated Statements of Cash Flows
- expressed in thousands of Canadian dollars)
| For the six months ended June 30 | 2019 | 2018 | ||||||
| Cash provided by (used in) operating activities: | ||||||||
| Net loss for the period | (29,052 | ) | (12,975 | ) | ||||
| Items not involving cash: | ||||||||
| Income tax recovery | (3,609 | ) | - | |||||
| Increase in fair value of biological assets | (12,866 | ) | (111 | ) | ||||
| Shares issued for services | 582 | 150 | ||||||
| Share-based compensation expense (note 16) | 25,572 | 3,399 | ||||||
| Depreciation and amortization | 2,513 | 333 | ||||||
| Loss (gain) on disposition | (15 | ) | 17 | |||||
| Finance costs | 3,518 | - | ||||||
| Unrealized foreign exchange gain | (422 | ) | - | |||||
| Asset impairment | 162 | 2,184 | ||||||
| Change in non-cash working capital | (14,849 | ) | (3,500 | ) | ||||
| Cash used in operating activities | (28,466 | ) | (10,503 | ) | ||||
| Cash provided by (used in) investing activities: | ||||||||
| Additions to property, plant and equipment (note 8) | (64,037 | ) | (22,370 | ) | ||||
| Proceeds from disposal | 14 | - | ||||||
| Change in non-cash working capital | 12,874 | 3,591 | ||||||
| Net cash used in investing activities | (51,149 | ) | (18,779 | ) | ||||
| Cash provided by (used in) financing activities: | ||||||||
| Proceeds from credit facilities (note 11a) | 14,006 | - | ||||||
| Proceeds from term debt facility, net of costs (note 11b) | 105,396 | 11,234 | ||||||
| Repayment of other debt instruments (notes 11c - 11f) | (22,477 | ) | ||||||
| Proceeds from convertible notes, net of costs (note 12) | 91,051 | - | ||||||
| Payments to lease obligations | (91 | ) | 10 | |||||
| Proceeds from issuance of shares, net of costs (note 15b) | 455 | 21,170 | ||||||
| Proceeds from exercise of warrants (note 15c) | 16,455 | - | ||||||
| Proceeds from exercise of performance warrants (note 16) | 1,077 | - | ||||||
| Restricted cash (note 11b) | (103,724 | ) | - | |||||
| Repurchase of shares | - | (2,702 | ) | |||||
| Change in non-cash working capital | 1,780 | (1,419 | ) | |||||
| Net cash provided by financing activities | 103,928 | 28,293 | ||||||
| Increase (decrease) in cash | 24,313 | (989 | ) | |||||
| Cash and cash equivalents, beginning of period | 14,121 | 4,070 | ||||||
| Cash and cash equivalents, end of period | 38,434 | 3,081 | ||||||
| Cash interest paid | 3,960 | - |
See accompanying notes to the condensed
interim consolidated financial statements.
Interim Consolidated Financial Statements
the three and six months ended June 30, 2019 and 2018
- expressed in thousands of Canadian dollars, except where otherwise noted)
Growers Inc. ("Sundial" or the "Company") was incorporated under the Business Corporations Act Alberta
Company's head office is located at 200, 919 11th Avenue SW, Calgary Alberta Canada.
principal activities of the Company are the production, distribution and sale of cannabis as regulated by the Access to Cannabis
for Medical Purposes Regulations ("ACMPR") in Canada, up to and including October 16, 2018. On October 17, 2018, the
ACMPR was superseded by The Cannabis Act which regulates the production, distribution, and possession of cannabis for both medical
and adult recreational access in Canada. The Company is planning to expand its operations to jurisdictions outside of Canada where
federally lawful and regulated, including subsidiaries which operate in Europe and the United Kingdom.
August 1, 2019, the Company's common shares began trading on the Nasdaq Global Select Market ("Nasdaq") under
the ticker symbol "SNDL".
does not engage in any U.S. cannabis-related activities as defined in Canadian Securities Administrators Staff Notice 51-352.
condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34
- Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB") and interpretations
of the International Financial Reporting Interpretations Committee ("IFRIC") in effect as of December 31, 2018, except
as noted in note 3(a). These condensed interim consolidated financial statements follow the same accounting policies and methods
of application as those disclosed in the annual audited consolidated financial statements for the ten months ended December 31,
2018 and should be read in conjunction with the annual consolidated financial statements for the Company for the ten months ended
December 31, 2018 which have been prepared in accordance with International Financial Reporting Standards ("IFRS")
as issued by the IASB.
consolidated financial statements have been prepared on a going concern basis, based on Management's assessment that the
Company will be able to realize its assets and discharge its liabilities in the normal course of business. These consolidated
financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets
and liabilities should the Company be unable to continue as a going concern.
These condensed interim consolidated
financial statements were approved and authorized for issue by the Board of Directors ("Board") on August 13, 2019.
condensed interim consolidated financial statements have been prepared on a historical cost basis, except for biological assets
and financial instruments which are measured at fair value with changes in fair value recorded in earnings.
consolidated financial statements are presented in Canadian dollars, which is the functional and presentation currency of the
Company and its subsidiaries with the exception of Sundial Deutschland GmbH and Sundial Portugal, Unipessoal LDA which use the
European Euro as their functional currency and Sundial UK Limited which uses the Great Britain Pound as its functional currency.
Transactions 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.
Interim Consolidated Financial Statements
the three and six months ended June 30, 2019 and 2018
- expressed in thousands of Canadian dollars, except where otherwise noted)
are entities controlled by the Company. Control exists when the Company has the power, directly and indirectly, to govern the
financial and operating policies of an entity and be exposed to the variable returns from its activities. The financial statements
of subsidiaries are included in these consolidated financial statements from the date that control commences until the date that
| Subsidiaries | Jurisdiction of incorporation | Percentage ownership |
| SGI Managing Partner Inc. | Alberta, Canada | 100% |
| SGI Partnership | Alberta, Canada | 99.99% |
| Sprout Technologies Inc. | Alberta, Canada | 100% |
| KamCan Products Inc. | British Columbia, Canada | 100% |
| 2011296 Alberta Inc. | Alberta, Canada | 100% |
| Sundial Deutschland GmbH | Germany | 100% |
| Sundial Portugal, Unipessoal LDA | Portugal | 100% |
| Sundial UK Limited | England and Wales | 100% |
| Pathway Rx Inc. | Alberta, Canada | 50% |
accounting policies, critical accounting judgements and significant estimates used in the preparation of the Company's audited
consolidated financial statements for the ten months ended December 31, 2018 have been applied in the preparation of these financial
statements except as described below.
1, 2019, the Company adopted IFRS 16, "Leases" using the modified retrospective approach which replaces IAS
17 Leases, which came into effect for annual periods beginning on or after January 1, 2019. The modified retrospective approach
does not require restatement of comparative financial information as it recognizes the cumulative effect on transition as an adjustment
to opening retained earnings and applies the standard prospectively. Comparative information in the Company's consolidated statements
of financial position, consolidated statements of loss and comprehensive loss, consolidated statements of changes in equity, and
consolidated statements of cash flows has not been restated.
the new standard, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset
for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease obligation at the
lease commencement date. The right-of-use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation
and impairment losses and adjusted for certain remeasurements of the lease obligation. Depreciation is recognized on the lease
asset over the shorter of the estimated useful life of the asset or the lease term. The lease obligation is initially measured
at the present value of the lease payments that have not been paid at the commencement date, discounted at the rate implicit in
the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease obligation
is subsequently increased by the interest cost on the lease obligation and decreased by lease payments made. Lease payments are
allocated between the liability and interest expense. Interest expense is recognized on the lease obligations using the effective
interest rate method and payments are applied against the lease obligation.
amounts of the right-of-use assets, lease obligations, and the resulting interest and depreciation expense are based on the implicit
interest rate within the lease arrangement or, if this information is unavailable, the incremental borrowing rate. Incremental
borrowing rates are based on judgments including economic environment, term, and the underlying risk inherent to the asset.
Interim Consolidated Financial Statements
the three and six months ended June 30, 2019 and 2018
- expressed in thousands of Canadian dollars, except where otherwise noted)
assets were initially recognized at an amount equal to the discounted lease payments using an incremental borrowing rate of 5.95%.
of IFRS 16 using the modified retrospective approach allowed the Company to use the following practical expedients in determining
the opening transition adjustment: