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Sundial Growers Inc. Condensed Interim Consolidated Financial Statements For the three and six months ended

Key Takeaway: 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 Decem

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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:
Last updated: Aug 14, 2019