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

Key Takeaway: Sundial Growers Inc. Condensed Interim Consolidated Financial For the three and nine months ended September (Unaudited - expressed in thousands of Canadian Sundial Growers Inc. Condensed Interim Consolidated Statements of Financial Position (Unaudited - expressed in thousan

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Sundial Growers Inc.
Condensed Interim Consolidated Financial
For the three and nine months ended September
(Unaudited - expressed in thousands of Canadian
Sundial Growers Inc.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - expressed in thousands of Canadian dollars)
As at Note September 30, 2019 December 31, 2018
Assets
Current Assets
Cash and cash equivalents 141,805 14,121
Restricted cash 11(a) 10,350 350
Accounts receivable 22,506 2,738
Biological assets 6 14,539 876
Inventory 7 28,420 1,234
Prepaid expenses and deposits 12,652 2,390
230,272 21,709
Non-current assets
Property, plant and equipment 8 254,097 88,491
Intangible assets 4,9 44,096 -
Goodwill 4 103,592 -
Total assets 632,057 110,200
Liabilities
Current liabilities
Accounts payable and accrued liabilities 61,315 19,324
Current portion of long-term debt 11 102,598 22,477
Convertible notes 13 18,685 25,449
Current portion of lease obligation 634 44
Contingent consideration 4(a) 21,199 -
Current portion of financial obligations 14 - 2,364
204,431 69,658
Non-current liabilities
Long-term debt 11 73,783 32,159
Lease obligation 15,544 170
Deferred tax liability 2,483 -
Financial obligation 14 - 16,121
Total liabilities 296,241 118,108
Shareholders' equity
Share capital 15(b) 495,993 65,133
Warrants 15(c) 24,253 3,108
Contributed surplus 25,814 9,493
Convertible notes - equity component 13 1,884 3,232
Contingent consideration 4(b) 2,279 -
Accumulated deficit (215,350 ) (88,874 )
Accumulated other comprehensive income (3,869 ) -
Total shareholders' equity 331,004 (7,908 )
Non-controlling interest 4 4,812 -
Total liabilities and shareholders' equity 632,057 110,200
Commitments (note 21)
Subsequent events (notes 4, 10, 13)
See accompanying notes to the condensed interim consolidated
financial statements.
Approved by the Board:
"Signed" Edward Hellard "Signed" Torsten Kuenzlen
Executive Chairman & Director Director
Sundial Growers Inc.
Condensed Interim Consolidated Statements of Loss and Comprehensive
(Unaudited - expressed in thousands of Canadian dollars, except per
Three months ended September 30 Nine months ended September 30
Note 2019 2018 2019 2018
Gross revenue 34,181 - 56,156 -
Excise taxes 669 - 1,846 -
Net revenue 33,512 - 54,310 -
Cost of sales 24,822 - 36,034 -
Gross margin before fair value adjustments 8,690 - 18,276 -
Change in fair value of biological assets 11,856 430 24,722 430
Change in fair value realized through inventory (5,875 ) - (7,564 ) -
Gross margin 14,671 430 35,434 430
General and administrative 14,577 2,262 26,022 5,416
Sales and marketing 2,467 596 5,212 2,078
Research & development 196 106 2,047 652
Pre-production expenses - 1,721 - 3,353
Depreciation and amortization 1,278 208 1,546 541
Foreign exchange loss 190 - 136 19
Share-based compensation 16 8,398 1,883 34,552 5,432
Asset impairment 8 - - 162 2,184
Loss from operations (12,435 ) (6,346 ) (34,243 ) (19,245 )
Transaction costs 4(a),15(b) (7,751 ) - (7,751 ) -
Finance costs 18 (12,558 ) (1,277 ) (22,701 ) (1,301 )
Loss on financial obligation 14 (59,583 ) (5,532 ) (60,308 ) (5,532 )
Gain (loss) on disposition of PP&E (6 ) - 9 (52 )
Change in fair value of contingent consideration 4(a) (5,835 ) - (5,835 ) -
Change in fair value of investment 165 - 165 -
Loss before tax (98,003 ) (13,155 ) (130,664 ) (26,130 )
Income tax recovery 4(b) 512 - 4,121 -
Net loss (97,491 ) (13,155 ) (126,543 ) (26,130 )
Loss on currency translation of foreign operations 4(b) (3,869 ) - (3,869 ) -
Comprehensive loss (101,360 ) (13,155 ) (130,412 ) (26,130 )
Net loss attributable to:
Sundial Growers Inc. (97,452 ) (13,155 ) (126,476 ) (26,130 )
Non-controlling interest 4 (39 ) - (67 ) -
Net loss per common share
Basic and diluted $ (1.06 ) $ (0.18 ) $ (1.61 ) $ (0.40 )
See accompanying notes to the condensed interim consolidated
financial statements.
Sundial Growers Inc.
Condensed Interim Consolidated Statements of Changes in Shareholders'
(Unaudited - expressed in thousands of Canadian dollars)
Note Share capital Warrants Contributed surplus Convertible notes - equity component Contingent consideration Accumulated deficit Accumulated other comprehensive loss Non-controlling interest Total equity
Balance, December 31, 2018 65,133 3,108 9,493 3,232 - (88,874 ) - - (7,908 )
Net loss - - - - - (126,476 ) - (67 ) (126,543 )
Other comprehensive loss - - - - - - (3,869 ) - (3,869 )
Share issuances 15(b) 197,790 - - - - - - - 197,790
Issued to related parties 14,15 63,460 5,833 - - - - - - 69,293
Share issuance costs 15(b) (12,499 ) - - - - - - - (12,499 )
Business acquisitions 4 39,849 - - - 2,279 - - 4,879 47,007
Convertible debt - conversions 12,13 100,994 3,052 - (1,348 ) - - - - 102,698
Warrants reclassified from liability 15(c) - 16,091 - - - - - - 16,091
Warrants exercised 15(c) 21,791 (3,831 ) - - - - - - 17,960
Share-based payments 16 2,320 - 32,232 - - - - - 34,552
Employee warrants exercised 16 17,155 - (15,911 ) - - - - - 1,244
Balance, September 30, 2019 495,993 24,253 25,814 1,884 2,279 (215,350 ) (3,869 ) 4,812 335,816
Balance at June 30, 2019 111,605 - 19,407 3,232 2,279 (117,898 ) - 4,851 23,476
Net loss - - - - - (97,452 ) - (39 ) (97,491 )
Other comprehensive loss - - - - - - (3,869 ) - (4,189 )
Share issuances 190,797 - - - - - - - 190,797
Issued to related parties 14,15 63,460 5,833 - - - - - - 69,293
Share issuance costs 15(b) (12,498 ) - - - - - - - (12,498 )
Business acquisition 4(a) 37,248 - - - - - - - 37,248
Convertible debt - conversions 12,13 100,994 3,052 - (1,348 ) - - - - 102,698
Warrants reclassified from liability 15(c) - 16,091 - - - - - - 16,091
Warrants exercised 15(c) 2,228 (723 ) - - - - - - 1,505
Share-based payments 16 1,738 - 6,660 - - - - - 8,398
Employee warrants exercised 16 421 - (253 ) - - - - - 168
Balance at September 30, 2019 495,993 24,253 25,814 1,884 2,279 (215,350 ) (3,869 ) 4,812 335,816
See accompanying notes to the condensed interim consolidated
financial statements.
Sundial Growers Inc.
Condensed Interim Consolidated Statement of Changes in Shareholders'
(Unaudited - expressed in thousands of Canadian dollars)
Share capital Warrants Contributed surplus Accumulated deficit Total equity
Balance at December 31, 2017 20,719 - 3,735 (11,056 ) 13,398
Net loss for the period - - - (26,130 ) (26,130 )
Share issuances 41,976 - - - 41,976
Share issuance costs (431 ) - - - (431 )
Share repurchase (2,702 ) - - - (2,702 )
Fair value allocated to warrants (3,037 ) 3,037 - - -
Share-based payments 150 - 5,282 - 5,432
Employee warrants exercised 3,778 - (1,915 ) - 1,863
Balance at September 30, 2018 60,453 3,037 7,102 (37,186 ) 33,406
Balance at June 30, 2018 36,301 3,037 7,134 (24,031 ) 22,441
Net loss for the period - - - (13,155 ) (13,155 )
Share issuances 20,527 - - - 20,527
Share issuance costs (153 ) - - - (153 )
Share-based payments - - 1,883 - 1,883
Employee warrants exercised 3,778 - (1,915 ) - 1,863
Balance at September 30, 2018 60,453 3,037 7,102 (37,186 ) 33,406
See accompanying notes to the condensed interim consolidated
financial statements.
Sundial Growers Inc.
Condensed Interim Consolidated Statement of Cash Flows
(Unaudited - expressed in thousands of Canadian dollars)
Nine months ended September 30
Note 2019 2018
Cash provided by (used in):
Operating activities
Net loss for the period (126,543 ) (26,130 )
Items not involving cash:
Income tax recovery (4,121 ) -
Change in fair value of biological assets (24,722 ) (456 )
Share-based payments 16 34,552 5,432
Depreciation and amortization 5,463 541
Loss (gain) on disposition of PP&E (9 ) 52
Transaction costs 1,279 -
Finance costs 18 10,478 -
Loss on financial obligation 60,308 5,532
Change in fair value of contingent consideration 4(a) 5,835 -
Unrealized foreign exchange (gain) loss (193 ) -
Asset impairment 162 2,184
Change in non-cash working capital (19,344 ) 332
Net cash used in operating activities (56,855 ) (12,513 )
Investing activities
Additions to property, plant and equipment 8 (112,358 ) (56,768 )
Proceeds from disposal of PP&E 41 -
Acquisition of Bridge Farm 4(a) (77,023 ) -
Change in non-cash working capital 8,667 17,464
Net cash used in investing activities (180,673 ) (39,304 )
Financing activities
Proceeds from syndicated loan, net of costs 11(a) 82,968 -
Repayment of credit facilities 11(b) (32,201 ) -
Proceeds from Term Debt Facility, net of costs 11(c) 105,539 20,613
Repayment of other debt instruments 11(d)-(g) (56,566 ) -
Proceeds from convertible notes, net of costs 12 90,373 -
Payments on lease obligations (391 ) 33
Proceeds from issuance of shares, net of costs 15(b) 177,474 36,013
Proceeds from exercise of warrants 15(c) 17,960 -
Proceeds from exercise of employee warrants 16 1,245 1,863
Settlement of financial obligation 14 (9,500 ) -
Restricted cash 11(a) (10,000 ) -
Repurchase of shares - (2,702 )
Change in non-cash working capital (67 ) (1,583 )
Net cash provided by financing activities 366,834 54,237
Impact of foreign currency translation (1,622 ) -
Change in cash and cash equivalents 127,684 2,420
Cash and cash equivalents, beginning of year 14,121 4,070
Cash and cash equivalents, end of period 141,805 6,490
Cash interest paid 7,648 65
See accompanying notes to the condensed interim consolidated
financial statements.
Sundial Growers Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2019 and 2018
(Unaudited - expressed in thousands of Canadian dollars, except
where otherwise noted)
Sundial Growers Inc. ("Sundial"
or the "Company") was incorporated under the Business Corporations Act (Alberta) on August 19, 2006.
The Company's head office
is located at 200, 919 11th Avenue SW, Calgary, Alberta, Canada.
The 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.
On August 1, 2019, the Company's
common shares began trading on the Nasdaq Global Select Market ("Nasdaq") under the ticker symbol "SNDL".
Sundial does not engage in any U.S.
cannabis-related activities as defined in Canadian Securities Administrators Staff Notice 51-352.
These 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 should be read in conjunction with the audited 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.
These condensed interim 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.
Certain prior period amounts have
been reclassified to conform to current year presentation.
These condensed interim consolidated
financial statements were approved and authorized for issue by the Board of Directors ("Board") on November 13, 2019.
These condensed interim consolidated
financial statements have been prepared on a historical cost basis, except for biological assets and certain financial instruments
which are measured at fair value with changes in fair value recorded in earnings.
These condensed interim consolidated
financial statements are presented in Canadian dollars, which is the functional and presentation currency of the Company and its
Canadian based subsidiaries. Subsidiaries incorporated in the jurisdiction of England and Wales use the Great Britain Pound as
its functional currency. Sundial Deutschland GmbH and Sundial Portugal, Unipessoal LDA use the European Euro as their 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.
Sundial Growers Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2019 and 2018
(Unaudited - expressed in thousands of Canadian dollars, except
where otherwise noted)
Subsidiaries 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 control ceases.
Subsidiaries Jurisdiction of incorporation Percentage ownership
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%
Pathway Rx Inc. Alberta, Canada 50%
2082033 Alberta Ltd. Alberta, Canada 100%
SGI Managing Partner Inc. Alberta, Canada 100%
SGI Partnership Alberta, Canada 99.99%
Sundial UK Limited England and Wales 100%
Project Seed Topco England and Wales 100%
Project Seed Bidco England and Wales 100%
Bridge Farm Nurseries Limited England and Wales 100%
Neame Lea Nursery Limited England and Wales 100%
Neame Lea Marketing Limited England and Wales 100%
Neame Lea Fresh Limited England and Wales 100%
Zyon UK Flowers and Plants Limited England and Wales 100%
The 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 condensed interim consolidated financial
statements except as described below.
On January 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
Last updated: Nov 13, 2019