UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2019

Commission File No. 001-38691

AURORA CANNABIS INC.

 


(Translation of registrant's name into English)

500 - 10355 Jasper Avenue
Edmonton, Alberta, T5J 1Y6, Canada

 


(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☐          Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)  ☐

 

 

 

 

 
 

SUBMITTED HEREWITH

 

Exhibits Description 
99.1   Condensed Consolidated Interim Financial Statements for the three and nine months ended March 31, 2019 and 2018
99.2   Management Discussion and Analysis for the three and nine months ended March 31, 2019
99.3   Certification of Chief Executive Officer
99.4   Certification of Chief Financial Officer

 

 
 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AURORA CANNABIS INC.

/s/ Glen Ibbott

 


Glen Ibbott
Chief Financial Officer

Date: May 15, 2019

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

AURORA CANNABIS INC.

 

Condensed Consolidated Interim Financial Statements

(Unaudited)

 

 

 

For the three and nine months ended March 31, 2019 and 2018

(In Canadian Dollars)

 

 
 

 

Table of Contents

 

Condensed Consolidated Interim Statements of Financial Position 1
Condensed Consolidated Interim Statements of Comprehensive Income 2
Condensed Consolidated Interim Statements of Changes in Equity 4
Condensed Consolidated Interim Statements of Cash Flows 6
Notes to the Condensed Consolidated Interim Financial Statements  

 

Note 1 Nature of Operations 7   Note 13 Convertible Debentures 26
Note 2 Significant Accounting Policies and Significant Judgments 7   Note 14 Loans and Borrowings 27
Note 3 Accounts Receivable 10   Note 15 Share Capital 28
Note 4 Strategic Investments 10   Note 16 Share-Based Compensation 29
Note 5 Marketable Securities and Derivatives 15   Note 17 Loss Per Share 30
Note 6 Investments in Associates and Joint Ventures 17   Note 18 Supplemental Cash Flow Information 30
Note 7 Biological Assets 17   Note 19 Commitments and Contingencies 31
Note 8 Inventory 18   Note 20 Segmented Information 32
Note 9 Property, Plant and Equipment 19   Note 21 Fair Value of Financial Instruments 33
Note 10 Business Combinations 20   Note 22 Financial Instruments Risk 34
Note 11 Non-Controlling Interests 24   Note 23 Subsequent Events 35
Note 12 Intangible Assets and Goodwill 25        

 

 

AURORA CANNABIS INC.

Condensed Consolidated Interim Statements of Financial Position

As at March 31, 2019 and June 30, 2018

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

    Notes   March 31, 2019   June 30, 2018
              $       $  
Assets                        
Current                        
Cash and cash equivalents             346,662       75,795  
Restricted cash             43,557       13,398  
Short-term investments             1,243       990  
Accounts receivable     3, 22(a)       71,260       15,096  
Income taxes receivable             9,143       —    
Marketable securities     5(a)     187,263       59,188  
Biological assets     7       52,205       13,620  
Inventory     8       82,702       29,595  
Prepaids and other current assets             17,885       7,594  
Assets held for distribution to owners             —         4,422  
              811,920       219,698  
                         
Property, plant and equipment     9       627,149       246,352  
Derivative assets     5(b)     102,009       124,942  
Deposits             1,972       —    
Investments in associates and joint ventures     6       129,852       334,442  
Intangible assets     12       700,132       200,332  
Goodwill     12       3,176,746       760,744  
Total assets             5,549,780       1,886,510  
                         
Liabilities                        
Current                        
Accounts payable and accrued liabilities     22(b)     90,149       47,456  
Income taxes payable             —         1,659  
Deferred revenue             742       2,266  
Convertible debentures     13       209,474       —    
Loans and borrowings     14       11,280       2,451  
Contingent consideration payable     21(b)     30,546       21,333  
              342,191       75,165  
                         
Convertible debentures     13       285,733       191,528  
Loans and borrowings     14       132,613       9,232  
Derivative liability     13(c)     270,749       —    
Deferred gain on derivatives             1,109       2,254  
Deferred tax liability             124,084       55,405  
Total liabilities             1,156,479       333,584  
                         
Shareholders’ equity                        
Share capital     15       4,650,338       1,466,433  
Reserves             113,817       (5,285 )
Accumulated other comprehensive loss             (93,095 )     (533 )
(Deficit) retained earnings             (283,578 )     87,749  
Total equity attributable to Aurora shareholders             4,387,482       1,548,364  
Non-controlling interests     11       5,819       4,562  
Total equity             4,393,301       1,552,926  
Total liabilities and equity             5,549,780       1,886,510  

 

Nature of Operations (Note 1)

Strategic Investments (Note 4)

Commitments and Contingencies (Note 19)

Subsequent Events (Note 23)

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.

 

    1  

 

 

AURORA CANNABIS INC.

Condensed Consolidated Interim Statements of Comprehensive Loss

Three and nine months ended March 31, 2019 and 2018

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

 

        Three months ended March 31   Nine months ended March 31
      Notes       2019       2018       2019       2018  
              $       $       $       $  
Revenue from sale of goods             72,239       12,513       158,108       30,654  
Revenue from provision of services             2,999       3,587       8,804       5,395  
Gross revenue             75,238       16,100       166,912       36,049  
Excise taxes             (10,093 )     —         (17,915 )     —    
Net revenue             65,145       16,100       148,997       36,049  
                                         
Cost of sales             28,914       6,827       68,676       14,736  
                                         
Gross profit before fair value adjustments             36,231       9,273       80,321       21,313  
                                         
Changes in fair value of inventory sold             17,407       4,164       48,968       10,751  
Unrealized gain on changes in fair value of biological assets     7       (33,798 )     (2,506 )     (61,461 )     (12,350 )
                                         
Gross profit             52,622       7,615       92,814       22,912  
                                         
Expense                                        
General and administration             50,786       9,847       130,350       20,408  
Sales and marketing             16,318       5,880       68,435       14,684  
Acquisition costs             2,183       5,543       22,855       7,639  
Research and development             3,516       477       8,753       756  
Depreciation and amortization     9, 12       18,182       873       52,567       1,967  
Share-based compensation     10(b)(e), 16(a)(b)       39,254       15,872       79,534       25,814  
              130,239       38,492       362,494       71,268  
                                         
Loss from operations             (77,617 )     (30,877 )     (269,680 )     (48,356 )
                                         
Other income (expense)                                        
Interest and other income             1,926       868       2,804       2,223  
Finance and other costs             (13,993 )     (1,565 )     (32,728 )     (5,241 )
Foreign exchange (loss) gain             (45 )     (430 )     47       (166 )
Share of loss from investment in associates     6       (770 )     (879 )     (3,779 )     (931 )
Impairment of investment in associates     4, 6       —         —         (69,957 )     —    
Impairment of intangible assets and goodwill     12       (9,002 )     —         (9,002 )     —    
Gain on loss of control of subsidiary     4(f)     —         —         398       —    
Unrealized loss on changes in contingent consideration fair value     21(b)     (1,253 )     —         (3,318 )     —    
Unrealized gains on marketable securities     5(a)     —         12,593       —         16,293  
Unrealized gains (losses) on derivative investments     5(b)     32,948       (1,678 )     21       28,862  
Unrealized loss on derivative liability     13(c)     (101,521 )     —         (101,521 )     —    
Gains on debt modification     14       206       —         1,980       —    
Gain on deemed disposal of significant influence investment     4(e)     —         —         144,368       —    
              (91,504 )     8,909       (70,687 )     41,040  
                                         
Loss before taxes             (169,121 )     (21,968 )     (340,367 )     (7,316 )
                                         
Income tax recovery (expense)                                        
 Current             986       (736 )     7,485       (774 )
Deferred, net             7,940       1,909       37,226       (1,950 )
              8,926       1,173       44,711       (2,724 )
                                         
Net loss             (160,195 )     (20,795 )     (295,656 )     (10,040 )
                                         
Other comprehensive (loss) income                                        
Deferred tax recovery (expense)             (10,819 )     1,613       7,700       (118 )
Unrealized gains (losses) on marketable securities     5(a)     81,160       (11,951 )     (25,600 )     874  
Foreign currency translation (loss) gain             (3,937 )     40       (4,191 )     65  
              66,404       (10,298 )     (22,091 )     821  
                                         
Comprehensive loss             (93,791 )     (31,093 )     (317,747 )     (9,219 )

 

 

 

 

    2  

 

 

 

AURORA CANNABIS INC.

Condensed Consolidated Interim Statements of Comprehensive Loss

Three and nine months ended March 31, 2019 and 2018

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

 

        Three months ended March 31   Nine months ended March 31
      Notes       2019       2018       2019       2018  
              $       $       $       $  
Net loss attributable to:                                        
Aurora Cannabis Inc.             (158,354 )     (19,215 )     (290,644 )     (7,933 )
Non-controlling interests             (1,841 )     (1,580 )     (5,012 )     (2,107 )
                                         
Comprehensive loss attributable to:                                        
Aurora Cannabis Inc.             (86,596 )     (29,507 )     (307,359 )     (7,106 )
Non-controlling interests             (7,195 )     (1,586 )     (10,388 )     (2,113 )
                                         
Net loss per share                                        
Basic     17     ($0.16 )   ($0.04 )   ($0.31 )   ($0.02 )
Diluted     17     ($0.16 )   ($0.04 )   ($0.31 )   ($0.02 )

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.

 

    3  

 

 

AURORA CANNABIS INC.

Condensed Consolidated Interim Statements of Changes in Equity

Nine months ended March 31, 2019 and 2018

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

 

        Share Capital   Reserves   AOCI            
    Note   Common Shares   Amount   Share-
Based
Compensation
  Compensation
Options/
Warrants
  Convertible
Notes
  Change in
Ownership  
Interest
  Total
Reserves
  Fair
Value
  Deferred
Tax
  Foreign
Currency
Translation
  Total
AOCI
  Retained
Earnings
(Deficit)
  Non-
Controlling
Interests
  Total
              #       $       $       $       $       $       $       $       $       $       $       $       $       $  
Balance, June 30, 2018             568,113,131       1,466,433       38,335       307       41,792       (85,719 )     (5,285 )     (539 )     (55 )     61       (533 )     87,749       4,562       1,552,926  
Shares issued for business combinations & asset acquisitions     15(b)(i)     430,360,110       3,049,871       75,490       27,111       —         —         102,601       —         —         —         —         —         —         3,152,472  
Shares released for earn out payments             243,726       18,227       —         —         —         —         —         —         —         —         —         —         —         18,227  
Conversion of notes             331,328       1,539       —         —         (469 )     —         (469 )     —         —         —         —         —         —         1,070  
Deferred tax on convertible notes             —         —         —         —         425       —         425       —         —         —         —         —         —         425  
Exercise of stock options     10(b), 16(a)       13,378,927       100,799       (58,923 )     —         —         —         (58,923 )     —         —         —         —         —         415       42,291  
Exercise of warrants     15(c)     1,605,189       10,049       —         (1,554 )     —         —         (1,554 )     —         —         —         —         —         —         8,495  
Exercise of compensation options             149       2       —         (1 )     —         —         (1 )     —         —         —         —         —         —         1  
Exercise of RSUs     16(b)     692,188       1,966       (1,966 )     —         —         —         (1,966 )     —         —         —         —         —         —         —    
Forfeited options     16(a)     —         —         (541 )     —         —         —         (541 )     —         —         —         —         541       —         —    
Share-based compensation     10(b)(e), 16(a)(b)       —         —         71,133       8,401       —         —         79,534       —         —         —         —         —         —         79,534  
Contribution from NCI     11       —         —         —         —         —         —         —         —         —         —         —         —         5,850       5,850  
Change in ownership interests in subsidiaries     11       —         —         —         —         —         (4 )     (4 )     —         —         —         —         —         4       —    
Australis Capital first tranche private placement proceeds             —         7,800       —         —         —         —         —         —         —         —         —         —         —         7,800  
Australis Capital NCI reclass on loss of control             —         (6,348 )     —         —         —         —         —         —         —         —         —         —         6,348       —    
Spin-out of Australis Capital             —         —         —         —         —         —         —         —         —         —         —         (151,695 )     (6,348 )     (158,043 )
Reclass gain from Australis Capital shares on derecognition upon spin-out             —         —         —         —         —         —         —         (76,873 )     6,402       —         (70,471 )     70,471       —         —    
Comprehensive income (loss) for the period             —         —         —         —         —         —         —         (25,600 )     7,700       (4,191 )     (22,091 )     (290,644 )     (5,012 )     (317,747 )
Balance, March 31, 2019             1,014,724,748       4,650,338       123,528       34,264       41,748       (85,723 )     113,817       (103,012 )     14,047       (4,130 )     (93,095 )     (283,578 )     5,819       4,393,301  
(1) As at March 31, 2019, there are 723,255 shares in escrow (June 30, 2018 - 2,822,512). These securities were originally deposited in escrow on November 30, 2017 in connection with the acquisition of H2. The escrowed common shares are to be released upon receipt of relevant licenses to cultivate and sell cannabis. During the nine months ended March 31, 2019, the Company released 2,099,257 escrowed common shares on achievement of the milestones (nine months ended March 31, 2018 - nil common shares).

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.

 

    4  

 

 

AURORA CANNABIS INC.

Condensed Consolidated Interim Statements of Changes in Equity

Nine months ended March 31, 2019 and 2018

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

 

    Share Capital   Reserves   AOCI            
    Common Shares   Amount   Share-Based
Compensation
  Compensation
Options/
Warrants
  Convertible Notes   Change in
Ownership 
Interest
  Total
Reserves
  Fair
Value
  Deferred
Tax
  Foreign Currency Translation   Total
AOCI
  Retained
Earnings
(Deficit)
  Non-
Controlling Interests
  Total
      #       $       $       $       $       $       $       $       $       $       $       $       $       $  
Balance, June 30, 2017     366,549,244       221,447       7,591       3,420       9,734       —         20,745       6,077       (885 )     (25 )     5,167       (28,426 )     —         218,933  
Shares issued for acquisition     74,207,275       787,382       —         —         —         —         —         —         —         —         —         —         —         787,382  
Warrants issued for acquisition     —         —         —         136       —         —         136       —         —         —         —         —         —         136  
Shares issued for earn out payments     5,135,191       12,907       —         —         —         —         —         —         —         —         —         —         —         12,907  
Shares issued for equity financings     25,000,000       75,000       —         —         —         —         —         —         —         —         —         —         —         75,000  
Share issue costs     —         (6,643 )     —         2,285       —         —         2,285       —         —         —         —         —         —         (4,358 )
Conversion of notes     42,378,292       180,229       —         —         (27,048 )     —         (27,048 )     —         —         —         —         —         —         153,181  
Equity component of convertible notes     —         —         —         —         52,500       —         52,500       —         —         —         —         —         —         52,500  
Deferred tax on convertible notes     —         (1,923 )     —         —         —         —         —         —         —         —         —         —         —         (1,923 )
Exercise of stock options     4,016,424       9,373       (3,529 )     —         —         —         (3,529 )     —         —         —         —         —         259       6,103  
Exercise of warrants     41,728,111       131,092       —         (3,092 )     —         —         (3,092 )     —         —         —         —         —         921       128,921  
Exercise of compensation options/warrants     1,865,249       6,051       —         (1,854 )     —         —         (1,854 )     —         —         —         —         —         —         4,197  
Exercise of restricted share units     127,128       1,209       (351 )     —         —         —         (351 )     —         —         —         —         —         —         858  
Forfeited options     —         —         (438 )     —         —         —         (438 )     —         —         —         —         438       —         —    
Share-based compensation     —         —         26,165       —         —         —         26,165       —         —         —         —         —         —         26,165  
Non-controlling interest from acquisitions     —         —         —         —         —         —         —         —         —         —         —         —         13,528       13,528  
Change in ownership interests in subsidiaries     —         —         —         —         —         (75,646 )     (75,646 )     —         —         —         —         —         (1,891 )     (77,537 )
Comprehensive income (loss) for the period     —         —         —         —         —         —         —         874       (118 )     70       826       (7,933 )     (2,113 )     (9,220 )
Balance, March 31, 2018     561,006,914       1,416,124       29,438       895       35,186       (75,646 )     (10,127 )     6,951       (1,003 )     45       5,993       (35,921 )     10,704       1,386,773  
                                                                                                                 

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.

 

    5  

 

 

AURORA CANNABIS INC.

Condensed Consolidated Interim Statements of Cash Flows

Nine months ended March 31, 2019 and 2018

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

 

    Notes   2019   2018
              $       $  
Operating activities                        
Net loss for the period             (295,656 )     (10,040 )
Adjustments for non-cash items:                        
Unrealized gain on changes in fair value of biological assets     7       (61,461 )     (12,350 )
Changes in fair value included in inventory sold             48,968       10,751  
Depreciation of property, plant and equipment     9       35,501       1,941  
Amortization of intangible assets     12       35,863       728  
Share-based compensation     16       79,534       25,814  
Share of loss from investment in associates     6       3,779       931  
Unrealized gain (loss) on financial instruments     21       102,838       (45,155 )
Unrealized loss on foreign exchange             299       —    
Unrealized gain on deemed disposal of significant influence investment     4(e)     (144,368 )     —    
Gain on loss of control of subsidiary     4(f)     (398 )     —    
Impairment     6       78,959       —    
Non-cash acquisition costs     10(c)     4,243       —    
Accrued interest and accretion expense             22,126       5,035  
Deferred tax expense             (37,226 )     1,950  
Other items             (62 )     (383 )
Changes in non-cash working capital     18       (60,579 )     (15,768 )
Net cash used in operating activities             (187,640 )     (36,546 )
                         
Investing activities                        
Short-term investments             (250 )     (179 )
Marketable securities, derivatives and convertible debenture investments     5       (50,055 )     (55,205 )
Share subscriptions             —         (55,000 )
Proceeds from disposal of marketable securities     5       46,663       —    
Promissory notes receivable             —         (4,236 )
Purchase of property, plant and equipment     9       (246,850 )     (97,672 )
Acquisition of businesses, net of cash acquired     10       117,091       (118,670 )
Acquisition of assets, net of cash acquired             —         (377 )
Contingent consideration payable             (1,608 )     6,192  
Deposits             (2,011 )     (1,978 )
Investments in associates     6       959       (105,086 )
Net cash used in investing activities             (136,061 )     (432,211 )
                         
Financing activities                        
Proceeds from long term loans             611,570       345,000  
Repayment of long term loans             (19,142 )     157  
Repayment of short term loans             (175 )     (252 )
Financing fees             (21,226 )     (11,873 )
Shares issued for cash, net of share issue costs             50,783       208,683  
Acquisition of non-controlling interest             —         (1,584 )
Capital contribution from non-controlling interest             5,854       —    
Net cash provided by financing activities             627,664       540,131  
Effect of foreign exchange on cash and cash equivalents             (2,937 )     (147 )
Increase (decrease) in cash and cash equivalents             301,026       71,227  
Cash and cash equivalents, beginning of year             89,193       159,796  
Cash and cash equivalents, end of period             390,219       231,023  

Supplemental Cash Flow Information (Note 18)

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.

    6  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

Note 1 Nature of Operations

 

Aurora Cannabis Inc. (the “Company” or “Aurora”) was incorporated under the Business Corporations Act of British Columbia on December 21, 2006. The Company’s shares are listed on the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX") under the trading symbol “ACB”, and on the Frankfurt Stock Exchange ("FSE") under the trading symbol “21P”.

 

The Company's head office and principal address is Suite 500 - 10355 Jasper Avenue, Edmonton, Alberta, Canada, T5J 1Y6. The Company’s registered and records office address is Suite 1500 - 1055 West Georgia Street, Vancouver, BC V6E 4N7.

 

The Company’s principal business is the production, distribution and sale of cannabis products in Canada and internationally. Aurora conducts the following key business activities in the countries listed below:

 

Production, distribution and sale of medical and consumer cannabis products in Canada pursuant to the Cannabis Act;
Distribution of wholesale medical cannabis in the European Union ("EU") pursuant to the German Medicinal Products Act and German Narcotic Drugs Act;
Production of medical cannabis in Denmark pursuant to the Danish Medicines Act; and
Production and distribution of cannabis in Uruguay pursuant to Law N° 19,172 Cannabis and its derivatives: state control and regulation of the importation, production, acquisition, storage, marketing and distribution .

 

Through recent acquisitions (Note 10), the Company has expanded its business to include research and development, and the production and sale of hemp related products.

 

Aurora does not engage in any federally illegal U.S. cannabis-related activities. While the Company previously held an interest in a U.S. based company, Australis Holdings LLP (“Australis Holdings” or “AHL”), AHL did not engage in any cannabis-related activities for the periods presented in which Aurora held an interest. AHL was spun-out to Aurora shareholders as part of the Australis Capital Inc. spin-out transaction completed on September 19, 2018 (Note 4(f)).

 

Note 2 Significant Accounting Policies and Significant Judgments

 

(a) Basis of Presentation and Measurement

 

The condensed consolidated interim financial statements of the Company have been prepared under International Financial Reporting Standards ("IFRS") in accordance with International Accounting Standards 34, “Interim Financial Reporting” (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”).

 

The condensed consolidated interim financial statements are presented in Canadian dollars and are prepared in accordance with the same accounting policies, critical estimates and methods described in the Company’s annual consolidated financial statements, except for the adoption of new accounting standards identified in Note 2(d). Given that certain information and footnote disclosures, which are included in the annual audited consolidated financial statements, have been condensed or excluded in accordance with IAS 34, these financial statements should be read in conjunction with our annual audited consolidated financial statements as at and for the year ended June 30, 2018, including the accompanying notes thereto.

 

For comparative purposes, the Company has reclassified certain items on the condensed consolidated interim statement of financial position and the condensed consolidated interim statement of comprehensive income to conform with current period’s presentation. Where these adjustments are material, they have been specifically highlighted and discussed in the relevant note disclosures below.

 

(b) Basis of Consolidation

 

These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries with intercompany balances and transactions eliminated on consolidation. Subsidiaries include entities over which Aurora has the authority or ability to exert power over the investee's financial and/or operating decisions, which in turn affect the Company's exposure or rights to the variable returns from the investee. Major subsidiaries acquired during the nine months ended March 31, 2019 over which the Company has control include:

Major subsidiaries Percentage Ownership Functional Currency
Anandia Laboratories Inc. (“Anandia”) 100% Canadian Dollar
ICC Labs Inc. ("ICC") 100% U.S. Dollar
MedReleaf Corp. (“MedReleaf”) 100% Canadian Dollar
UAB Agropro (“Agropro”) 100% European Euro
UAB Borela (“Borela”) 100% European Euro

Whistler Medical Marijuana Corporation ("Whistler")

 

100% Canadian Dollar

 

    7  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

(c) Significant Accounting Judgements, Estimates and Assumptions

 

The preparation of the Company’s condensed consolidated interim financial statements under IFRS requires management to make judgements, estimates, and assumptions about the carrying amounts of certain assets and liabilities. Estimates and related assumptions are based on historical experience and other relevant factors. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis for reasonableness and relevancy. Where revisions are required, they are recognized in the period in which the estimate is revised as well as future periods that are affected.

 

Effective January 1, 2019, the Company changed the useful life over which depreciation expense is recorded on its purpose-built greenhouses from 10 years to 30 years using the straight-line method. The change in estimate has been applied prospectively and resulted in a $2.3 million decrease in depreciation expense of property, plant and equipment for the three and nine months ended March 31, 2019 . This change in estimate is based upon the revised estimated useful lives of such greenhouses. The effect of this change in estimate on future periods depends on the level of future capital expenditures and disposals made. Assuming no capital expenditures and disposals are made with respect to purpose-built greenhouses, depreciation of property, plant and equipment is expected to decrease by $2.2 million for the three month period ending June 30, 2019.

 

With the exception of the change in useful lives for purpose-built greenhouses (Note 9), the fair value of the Australis Capital shares and warrants (Note 4(f)) and the fair value of the Convertible Senior Notes due 2024 (Note 13(c)), there have been no other changes in Aurora's critical accounting estimates, significant judgments and assumptions during the nine months ended March 31, 2019.

 

(d) New or Amended Standards Effective July 1, 2018

 

The Company has adopted the following new or amended IFRS standards for the period beginning July 1, 2018.

 

(i) IFRS 9 Financial Instruments

 

IFRS 9 Financial Instruments replaced IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The Company adopted IFRS 9 using the retrospective approach where the cumulative impact of adoption was recognized in retained earnings as at July 1, 2018 and comparatives were not restated.

 

The adoption of IFRS 9 did not have an impact on the Company’s classification and measurement of financial assets and liabilities except for equity instruments which were classified as marketable securities on the condensed consolidated interim statement of financial position. The Company designates its marketable securities as financial assets at FVTOCI, where they are initially recorded at fair value. This designation is made on an instrument-by-instrument basis and if elected, subsequent changes in fair value are recognized in other comprehensive income only and are not transferred into profit or loss upon disposition.

 

IFRS 9 uses a single approach to determine whether a financial asset is classified and measured at amortized cost or at fair value. The classification and measurement of financial assets is based on the Company’s business models for managing its financial assets and whether the contractual cash flows represent solely payments of principal and interest (“SPPI”). Financial assets are initially measured at fair value and are subsequently measured at either (i) amortized cost; (ii) fair value through other comprehensive income ("FVTOCI"), or (iii) at fair value through profit or loss ("FVTPL"). Consistent with IAS 39, financial liabilities under IFRS 9 are generally classified and measured at fair value at initial recognition and subsequently measured at amortized cost. The change did not impact the carrying amounts of any of our financial assets and liabilities on the adoption date.

 

The following table summarizes the classification of the Company’s financial instruments under IAS 39 and IFRS 9:

  IAS 39 Classification IFRS 9 Classification
     
Financial assets    
Cash and cash equivalents Loans and receivables Amortized cost
Restricted cash Loans and receivables Amortized cost
Short-term investments Loans and receivables Amortized cost
Accounts receivable excluding taxes receivable Loans and receivables Amortized cost
Marketable securities Available-for-sale FVTOCI
Derivatives FVTPL FVTPL
     
Financial liabilities    
Accounts payable and accrued liabilities Amortized cost Amortized cost
Loans and borrowings Amortized cost Amortized cost
Convertible debentures Amortized cost Amortized cost
Contingent consideration payable FVTPL FVTPL
Derivative liability FVTPL FVTPL

 

IFRS 9 uses an expected credit loss impairment model as opposed to an incurred credit loss model under IAS 39. The impairment model is applicable to financial assets measured at amortized cost where any expected future credit losses are provided for, irrespective of whether a loss event has occurred as at the reporting date. For trade accounts receivable, the Company utilized a provision matrix, as permitted under the simplified approach, and has measured the expected credit losses based on lifetime expected credit losses taking into consideration historical credit loss experience and financial factors specific to debtors and other relevant factors. The carrying amount of trade receivables is reduced for any expected credit losses through the use of an allowance for doubtful accounts ("AFDA") provision. Changes in the carrying amount of the AFDA provision are recognized in the statement of comprehensive income. When the Company determines that no recovery of the amount owing is possible, the amount is deemed irrecoverable and the financial asset is written off. The adoption of the new expected credit loss impairment model had a negligible impact on the carrying amounts of financial assets recognized at amortized cost.

 

    8  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

(ii) IFRS 15 Revenue from Contracts with Customers

 

The IASB replaced IAS 18 Revenue in its entirety with IFRS 15 Revenue from Contracts with Customers . The Company adopted IFRS 15 using the modified retrospective approach, where the cumulative impact of adoption was required to be recognized in retained earnings as of July 1, 2018 and comparatives were not required to be restated. The adoption of this new standard had no impact on the amounts recognized in its condensed consolidated interim financial statements.

 

The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue, at a point in time or over time, the assessment of which requires judgment. The model features the following five-step contract-based analysis of transactions to determine whether, how much and when revenue is recognized:

 

1. Identify the contract with a customer;
2. Identify the performance obligation(s) in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to the performance obligation(s) in the contract; and
5. Recognize revenue when or as the Company satisfies the performance obligation(s).

 

In accordance with IFRS 15, revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment. Payment for wholesale consumer-use is due within a specified time period as permitted by the underlying agreement and the Company's credit policy upon the transfer of goods to the customer. Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer, the timing of which is consistent with the Company’s previous revenue recognition policy under IAS 18.

 

Effective October 17, 2018, Canada Revenue Agency ("CRA") began levying an excise tax on the sale of medical and consumer cannabis products, which specifically includes the following classes of products: fresh cannabis, dried cannabis, cannabis oil, cannabis seeds and cannabis plants. The Company becomes liable for these excise duties when cannabis products are delivered to the customer. The excise tax payable is currently based on the higher of (i) a flat-rate duty which is imposed when a cannabis product is packaged, and (ii) an advalorem duty that is imposed when a cannabis product is delivered to the customer. Where the excise tax has been billed to customers, the Company has reflected the excise tax as part of revenue in accordance with IFRS 15. Net revenue from sale of goods, as presented on the interim consolidated statements of comprehensive loss, represents revenue from the sale of goods less applicable excise taxes. Given that the excise tax payable/paid to CRA cannot be reclaimed and is not always billed to customers, the Company recognizes that the excise tax is an operating cost that affects gross margin to the extent that it is not recovered from its customers.

 

Service revenues, including patient referral and construction consulting services, are recognized over a period of time as performance obligations are completed. The timing of revenue recognition for service revenues is consistent with the Company's previous revenue recognition policy prior to the adoption of IFRS 15.

 

(e) Recent Accounting Pronouncements

 

The following IFRS standards have been recently issued by the IASB. Pronouncements that are not applicable or not expected to have a significant impact have been excluded.

 

IFRS 16 Leases

 

In January 2016, the IASB issued IFRS 16 Leases , which will replace IAS 17 Leases . This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term greater than twelve months, unless the underlying asset's value is insignificant. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. Lessors will continue to classify leases as operating or finance, with lessor accounting remaining substantially unchanged from the preceding guidance under IAS 17, Leases .

 

    9  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

Management has begun to execute its implementation plan and has substantially completed the initial scoping phase to identify material lease contracts. The analysis of such contracts to quantify the transitional impact is currently in progress. IFRS 16 is expected to result in materially higher non-current assets and non-current liabilities on the consolidated statement of financial position. Furthermore, under IFRS 16, lease expense will no longer be reflected as a “general and administration” expense on the consolidated statement of comprehensive loss. Instead, the depreciation of the right-of-use asset will be captured in the “depreciation and amortization” expense line and the accretion of the lease liability will be captured in the “finance and other costs” line.

 

IFRS 16 will also impact the presentation of the consolidated statement of cash flows by decreasing cash flows used in operating activities and increasing cash flows used within financing activities, as the principal component of lease payments currently reflected as an operating activity will be presented as a financing activity. The Company is currently considering adoption of IFRS 16 through the modified retrospective approach effective July 1, 2019.

 

Definition of a Business

 

In October 2018, the IASB issued “ Definition of a Business (Amendments to IFRS 3)” . The amendments clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendment provides an assessment framework to determine when a series of integrated activities is not a business. The amendments are effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements.

 

Note 3 Accounts Receivable

    March 31, 2019 June 30, 2018
    $ $
Trade receivables   53,509   8,634  
Dividends receivable    -   828  
GST recoverable   17,751   5,634  
    71,260   15,096  

 

Note 4 Strategic Investments

 

(a) Cann Group Limited (“Cann Group”)

 

Cann Group is a public company listed on the Australian Stock Exchange. Cann Group is the first company in Australia to be licensed for the research and cultivation of medical cannabis for human use.

 

As of March 31, 2019, the Company held an aggregate of 31,956,347 shares in Cann Group (June 30, 2018 - 31,956,347), representing a 23% ownership interest. Given that the Company has significant influence over Cann Group, the investment has been accounted for under the equity method (Note 6). During the nine months ended March 31, 2019, management finalized its estimate of the value of the Company's share of the fair value of identifiable net assets acquired. There were no significant changes during the period to the initial carrying amount recognized for the value of the investment.

 

Based on Cann Group’s closing stock price of A$2.30 on March 31, 2019, the 31,956,347 shares classified under investment in associates have a fair value of approximately $69.5 million (A$73.5 million). During the nine months ended March 31, 2019, the Company assessed the carrying value of the investment against the estimated recoverable amount and determined that no impairment was required.

 

(b) Alcanna Inc., formerly Liquor Stores N.A. Ltd. (“Alcanna”)

 

Alcanna is an Alberta based public company listed on the TSX and its principal business activity is the retailing of wines, beers and spirits in Canada and the United States of America. Alcanna has launched cannabis retail stores in Alberta. Alcanna also has advanced plans to develop and launch cannabis retail stores in other Canadian jurisdictions where private retailing is permitted.

 

(i) Common shares

 

As of March 31, 2019, the Company held an aggregate of 9,200,000 shares in Alcanna (June 30, 2018 - 9,200,000) representing a 25% ownership interest with a fair value of $51.7 million (June 30, 2018 - $84.1 million) based on the closing stock price of $5.62 (June 30, 2018 - $9.14). Given that the Company has significant influence over Alcanna, the investment is accounted for under the equity method (Note 6). During the nine months ended March 31, 2019, the Company assessed the carrying value of the investment against the estimated recoverable amount and as a result, recognized an impairment charge of $68.7 million which has been recognized through the statement of comprehensive loss (Note 6). During the nine months ended March 31, 2019, management finalized its estimate of the value of the Company's share of the fair value of identifiable net assets acquired. There were no significant changes during the period to the initial carrying amount recognized for the value of the investment.

 

    10  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

(ii) Warrants

 

At March 31, 2019, the Company’s 11,880,000 warrants in Alcanna had a fair value of $0.4 million (June 30, 2018 - $2.4 million) resulting in a $0.3 million unrealized gain and a $2.0 million unrealized loss for the three and nine months ended March 31, 2019 (Note 5(b)), respectively. The fair value of the warrants was estimated using the Binomial model with the following weighted average assumptions: share price of $5.62 (June 30, 2018 - $9.14); risk-free interest rate of 1.96% (June 30, 2018 - 2.12%); dividend yield of 0% (June 30, 2018 - 0%); historical stock price volatility of 68.54% (June 30, 2018 - 30.15%); and an expected life of 0.37 years (June 30, 2018 - 1.49 years). If the estimated volatility increased or decreased by 10%, the estimated fair value would increase or decrease by approximately $0.6 million.

 

(c) CTT Pharmaceuticals Inc. (“CTT”)

 

CTT is an Ontario-based public company which is listed on the OTC under the symbol "CTTH". CTT is in the business of developing dose specific, fast dissolving oral thin film wafers that provide dose specific, smoke-free delivery of medical cannabis or other active ingredients.

 

As at March 31, 2019, the Company held 3,731,343 common shares and 20,779,972 warrants of CTT, which if converted and exercised, would increase the Company’s ownership interest to 35% on a fully diluted basis (Note 5(b) and 6).

 

Based on an assessment of existing and potential voting rights and other qualitative factors, the Company holds significant influence in CTT and accounts for its investment under the equity method. The background and history of our holdings is described below.

 

(i) Common shares

 

Based on CTT’s closing stock price of US$0.33 on March 31, 2019, the 3,731,343 shares classified under investment in associates, represent an 8% ownership interest and have a fair value of $1.6 million (US$1.2 million). During the nine months ended March 31, 2019, the Company assessed the carrying value of the investment against the estimated recoverable amount and as a result, recognized an impairment charge of $1.3 million (Note 6).

 

(ii) Convertible Debenture

 

At June 30, 2018, the Company held a $1.3 million (US$1.0 million) convertible debenture in CTT, convertible at the option of the Company at US$0.268 per share, as well as 20,779,972 share purchase warrants exercisable at US$0.35 per share expiring on May 20, 2021.

 

On August 20, 2018, the Company fully converted the US$1.0 million debenture into 3,731,343 common shares of CTT resulting in an approximate 8% ownership interest. On conversion, the carrying value of the debenture was adjusted from its June 30, 2018 fair value of $4.6 million to $3.4 million based on the quoted share price of US$0.70. This resulted in the recognition of a $1.2 million fair value loss on conversion and the $3.4 million fair value of the investment was reclassified from derivatives (Note 5(b)) into investment in associates (Note 6).

 

(iii) Warrants

 

At March 31, 2019, the 20,779,972 warrants in CTT had a fair value of $1.0 million (Note 5(b)) (June 30, 2018 - $15.5 million) and the Company recognized an aggregate unrealized fair value loss of $1.3 million and $14.5 million for the three and nine months ended March 31, 2019, respectively. The fair value of the derivative was estimated using the Binomial model with the following weighted average assumptions: share price of US $0.33 (June 30, 2018 - US $0.89); risk-free interest rate of 2.38% (June 30, 2018 - 2.85%); dividend yield of 0% (June 30, 2018 - 0%); stock price volatility of 20% (June 30, 2018 - 20%); and an expected life of 2.14 years (June 30, 2018 - 2.89 years).

 

(d) Capcium Inc. ("Capcium")

 

Capcium is a Montreal-based private company which is in the business of manufacturing soft-gels.

 

As of March 31, 2019, the Company held 8,828,662 shares (June 30, 2018 - 8,828,662) in Capcium representing a 20% ownership interest, as well as 4,883 convertible debentures. Based on an assessment of the Company’s existing voting rights and other qualitative factors, the Company determined that it holds significant influence in Capcium and has accounted for its investment under the equity method. Management continues to refine the estimate of the Company’s share of the fair value of identifiable net assets acquired. As such, the allocation of the purchase price to the various assets acquired is subject to change. This allocation will be finalized no later than the period ending June 30, 2019.

 

During the nine months ended March 31, 2019, the Company purchased 4,883 convertible debentures for a total cost of $4.9 million. The debentures bear interest at 8% per annum and mature on September 5, 2020. The convertible debentures are convertible at the option of Aurora upon the occurrence of a Liquidity Event (as defined below) into units of Capcium at the lesser of (i) the price that is a 20% discount to the Liquidity Event Price; and (ii) the price determined based on a pre-money value of $80.0 million at the time of the Liquidity Event. Each unit consists of one common share and one common share purchase warrant exercisable into one common share at a price that is 50% greater than the conversion price for 2 years from the completion of a Liquidity Event. A Liquidity Event is the occurrence of either a public offering, a reverse take-over or a merger transaction which results in the common shares of Capcium being listed on a recognized stock exchange.

 

    11  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

At March 31, 2019, the convertible debenture had a fair value of $7.2 million, which resulted in unrealized gains of $0.4 million and $2.3 million for the three and nine months ended March 31, 2019, respectively (Note 5(b)). The fair value of the convertible debenture was estimated using the Monte-Carlo and FINCAD model with the following assumptions: share price of $1.13; risk-free rate of 1.83%; dividend yield of 0%; stock price volatility of 55%; an expected life of 1.44 years; adjusted for a credit spread of 26% and a probability factor of 80% for the Liquidity Event. If the estimated volatility increased or decreased by 10%, the estimated fair value would increase or decrease by approximately $0.2 million.

 

(e) The Green Organic Dutchman Holdings Ltd. ("TGOD")

 

TGOD is an Ontario based licensed producer of cannabis in Canada. As at March 31, 2019, the Company held 28,833,334 shares (June 30, 2018 - 39,674,584) in TGOD with a fair value of $139.0 million (Note 5(a)) based on the closing stock price of $4.82. The background and history of our holdings is described below.

 

Upon closing of TGOD’s IPO on May 2, 2018, the Company received 39,674,584 common shares and 19,837,292 share purchase warrants and milestone options. Based on potential and existing voting rights as well as other qualitative factors, the Company concluded that it had significant influence in TGOD at that time. As a result, on May 2, 2018 the aggregate $133.2 million fair value of the common shares was reclassified from derivatives as subscription receipts to investment in associates (Note 6) and the TGOD share purchase warrants and milestone options were recognized as derivatives at fair value through profit or loss.

 

Of the 19,837,292 share purchase warrants, 16,666,667 subscription receipt warrants are exercisable into an equivalent number of common shares of TGOD at $3.00 per share expiring February 28, 2021, and 3,170,625 participation right warrants are exercisable into an equivalent number of common shares of TGOD at $7.00 per share expiring May 2, 2020. The Company also held milestone options which, upon TGOD’s achievement of the specified milestones, entitle the Company to increase its ownership interest in TGOD to over 50% and are exercisable at a 10% discount to the listed market price.

 

On September 27, 2018, due to the resignation of Aurora's Board representative from TGOD’s Board of Directors and other qualitative factors, the Company no longer held significant influence in TGOD. As a result, the $131.0 million carrying value of Aurora's equity investment was derecognized from investment in associates (Note 6) and reclassified to marketable securities (Note 5(a)) at its fair value of $275.3 million, calculated based on the September 27, 2018 quoted market price of $6.94. This resulted in the recognition of a $144.4 million fair value gain upon the reclassification to marketable securities.

 

During the three and nine months ended March 31, 2019, the Company sold 4,500,000 and10,841,250 common shares of TGOD for gross proceeds of $11.5 million and $47.4 million, respectively. As a result, the Company recognized realized losses of $0.3 million and $8.7 million during the three and nine months ended March 31, 2019, respectively.

 

At March 31, 2019, the $44.3 million (June 30, 2018 - $95.0 million) fair value of the 16,666,667 subscription receipt warrants and milestone options (Note 5(b)) was estimated using the Binomial model with the following weighted average assumptions: share price of $4.82 (June 30, 2018 - $6.47); risk-free interest rate of 1.88% (June 30, 2018 - 2.30%); dividend yield of 0%(June 30, 2018 - 0%); stock price volatility of 78.46% (June 30, 2018 - 60.00%); and an expected life of 1.77 years (June 30, 2018 - 2.52 years). At March 31, 2019, of the $44.3 million fair value, $44.3 million was attributed to the subscription receipt warrants and $0 (June 30, 2018 - $27.6 million) was attributed to the milestone options . During the three and nine months ended March 31, 2019, the Company recognized fair value gains of $29.5 million and fair value losses of $50.7 million, respectively for the subscription receipt warrants and milestone options. During the nine months ended March 31, 2019, Aurora's milestone options expired unexercised and resulted in a loss of $27.6 million (Note 5(b)).

 

At March 31, 2019, the $2.5 million (June 30, 2018 - $4.5 million) fair value of the 3,170,625 participation right warrants was estimated using the Monte-Carlo model with the following weighted average assumptions: share price of $4.82 (June 30, 2018 - $6.47); risk-free interest rate of 1.87% (June 30, 2018 - 2.21%); dividend yield of 0% (June 30, 2018 - 0%); stock price volatility of 77.77% (June 30, 2018 - 60.00%); and an expected life of 1.09 years (June 30, 2018 - 1.84 years). In connection with the valuation of the participation right warrants, the Company recognized fair value gains of $1.9 million and fair value losses $2.0 million during the three and nine months ended March 31, 2019, respectively.

 

(f) Australis Capital Inc. (“ACI”)

 

At June 30, 2018, ACI was a wholly-owned subsidiary of Aurora and Aurora held a 50% interest in AHL. During the three months ended September 30, 2018, the Company distributed the shares and warrants that it owned in ACI to the Company's shareholders through a spin-out transaction. As part of the spin-out, ACI completed a two-tranche private placement on July 5, 2018 and August 3, 2018, which resulted in reductions of Aurora's ownership interest in ACI to 47% and 24%, respectively.

 

Following the completion of the first private placement on July 5, 2018, Aurora no longer had the ability to exercise control over ACI and ACI was deconsolidated. The Company accounted for its remaining 26,802,364 ACI shares held as an investment in associate (Note 6) and the 26,802,364 ACI warrants held as derivatives (Note 5(b)). The shares had an estimated fair value of $5.4 million on July 5, 2018 based on the private placement subscription price of $0.20 per share and the warrants had a fair value of $0.7 million estimated using the Binomial model with the following assumptions: share price of $0.20; risk-free rate of 1.90%; volatility of 50.67%; dividend yield of 0%; and an expected life of 1.00 year. As a result of loss of control and deconsolidation, during the nine months ended March 31, 2019 the Company recognized a $0.4 million gain in the statement of comprehensive income.

 

    12  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

Following the completion of the second private placement on August 3, 2018, Aurora no longer had ACI Board representation, no interchange of managerial personnel, and had received shareholder approval for the spin-out. As such, Aurora no longer held significant influence in ACI and the $5.4 million fair value (Note 6) of the 26,802,364 ACI shares were reclassified to marketable securities (Note 5(a)).

 

The Company also received 1,341,391 units in ACI in exchange for funding of $0.3 million of ACI’s transaction costs prior to the spin-out. Each unit consisted of one common share and one warrant exercisable at $0.25 per share for a period of one year. Upon receipt of these units, $0.23 million was allocated to the shares (Note 5(a)) and $0.04 million was allocated to the warrants (Note 5(b)).

 

On September 19, 2018, the Company held a total 28,143,755 shares and 28,143,755 warrants in ACI which were spun-out to shareholders and ACI became a separate publicly traded company. At the time of the spin-out, the shares and warrants had a fair value of $82.5 million (Note 5(a)) and $69.2 million (Note 5(b)), respectively, estimated based on ACI’s quoted closing market price on September 19, 2018 of $2.93 and $2.46, respectively. In accordance with IFRS, the Company was required to remeasure these interests to fair value and as a result, recognized an unrealized gain of $76.9 million in other comprehensive income on the shares (Note 5(a)), and an unrealized gain of $68.5 million in income on the warrants (Note 5(b)). As a result of the spin-out, the Company recognized a dividend of $151.7 million to retained earnings, which equated to the fair value of the ACI shares and warrants distributed to Aurora shareholders.

 

As part of the spin-out of ACI and pursuant to the June 14, 2018 Funding Agreement, the Company received the following restricted back-in right warrants in exchange for $0.5 million:

 

(a) 22,628,751 warrants exercisable at $0.20 per share expiring September 19, 2028; and
(b) The number of warrants equal to 20% of the number of common shares issued and outstanding in ACI on the date of first exercise, exercisable at the five-day VWAP of ACI’s shares and expiring September 19, 2028.

 

Aurora is restricted from exercising the back-in right warrants unless all of ACI’s business operations in the U.S. are legal under applicable U.S. federal and state laws and Aurora has received consent of the TSX and any other stock exchange on which Aurora may be listed, as required.

 

As cannabis operations in the U.S. remain illegal under federal and certain state laws, the warrants remain un-exercisable at March 31, 2019. As such, the Company’s estimate of the fair value of the back-in right warrants has not changed materially from the $0.5 million (Note 5(b)) original cost of the investment.

 

(g) Choom Holdings Inc. ("Choom")

 

Choom is an emerging consumer cannabis company that is developing retail networks across Canada.

 

On November 2, 2018, the Company subscribed to a $20.0 million unsecured convertible debenture in Choom bearing interest at 6.5% per annum and maturing on November 2, 2022. The debenture is convertible into common shares of Choom at $1.25 per share after March 3, 2019. In connection with the debenture, the Company also received an aggregate of 96,464,248 share purchase warrants in Choom. The share purchase warrants are exercisable between $1.25 and $2.75 per share beginning November 2, 2018 and expire on November 2, 2020. Per the terms of the arrangement and in accordance with the Cannabis Retail Regulations in Ontario, licensed producers are subject to a 9.9% ownership interest in licensed retailers. As a result, Aurora's ability to convert its convertible debentures and exercise its share purchase warrants is subject to this 9.9% ownership restriction.

 

At March 31, 2019, the convertible debenture had a fair value of $20.6 million resulting in an unrealized gain of $1.5 million and $0.7 million for the three and nine months ended March 31, 2019, respectively (Note 5(b)). The fair value of the convertible debenture was estimated using the FINCAD model based on the following assumptions: share price of $0.66; credit spread of 8.41%; dividend yield of 0%; stock price volatility of 110% and an expected life of 3.59 years.

 

At March 31, 2019, the 96,464,248 share purchase warrants had a fair value of $0.1 million resulting in an insignificant unrealized losses for the three and nine months ended March 31, 2019 (Note 5(b)). The fair value of the warrants was estimated using the binomial tree model based on the following weighted average assumptions: share price of $0.66; risk-free interest rate of 1.94%; dividend yield of 0%; stock price volatility of 110%; and an expected life of 1.59 years.

 

As at March 31, 2019, the Company also held 9,859,155 shares in Choom, which have a fair value of $6.5 million based on the $0.66 closing stock price (Note 5(a)). During the three and nine months ended March 31, 2019, the Company recognized unrealized fair value gain of $2.3 million and an unrealized loss of $6.2 million, respectively (Note 5(a)).

 

    13  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

(h) Investee-B

 

Investee-B is a private Canadian company that cultivates, manufactures and distributes medical cannabis products in Jamaica. On July 2, 2018, the Company subscribed to a $13.4 million (US $10.0 million) convertible debenture in Investee-B. The debentures bear interest at 1.5% per annum payable in cash or common shares equal to the fair value of shares at the time of issuance. The debentures are convertible into common shares of Investee-B at US $4.9585 at Aurora's option until July 2, 2023.

 

The Company also entered into an Investor Rights Agreement, under which Aurora has the right to: (i) participate in any future equity offerings of Investee-B to enable Aurora to maintain its percentage ownership interest, and (ii) to nominate a director to Investee-B’s Board of Directors as long as the Company owns at least a 10% interest.

 

As of March 31, 2019, the convertible debenture had a fair value of $14.3 million (US$10.7 million)(Note 5(b)). The Company recognized unrealized losses of $0.1 million and $0.4 million for the three and nine months ended March 31, 2019, respectively (Note 5(b)). The fair value was estimated using two coupled Black-Scholes models based on the following assumptions: estimated share price of $3.71; risk-free interest rate of 2.82%; dividend yield of 0%; stock price volatility of 32.70%; credit spread of 1.16% and an expected life of 4.26 years. If the estimated volatility increases or decreases by 10%, the estimated fair value would increase or decrease by approximately $0.2 million. If the estimated share price increases or decreased by 10%, the estimated fair value would increase or decrease by approximately $0.4 million.

 

(i) High Tide Inc. (“High Tide”)

 

High Tide is an Alberta based, retail focused cannabis and lifestyle accessories company.

 

On December 12, 2018, the Company invested $10.0 million in unsecured convertible debentures bearing an interest rate of 8.5% per annum and maturing on December 12, 2020. The debentures are convertible into common shares of High Tide at $0.75 per share at the option of the Company at any time after June 12, 2019, subject to Aurora holding no more than a 9.9% ownership interest in High Tide in accordance with the ownership restriction applicable to licensed producers under the Cannabis Retail Regulations in Ontario.

 

At March 31, 2019, the convertible debenture had a fair value of $10.0 million. A nominal unrealized gain was recognized during the the three and nine months ended March 31, 2019. The fair value of the convertible debenture was estimated using the FINCAD model based on the following assumptions: share price of $0.50; risk-free rate of 5.96%; dividend yield of 0%; stock price volatility of 94% and an expected life of 1.70 years.

 

    14  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

Note 5 Marketable Securities and Derivatives

 

(a) Marketable securities

 

At March 31, 2019, the Company held the following marketable securities:

Financial asset hierarchy level   Level 1   Level 1   Level 1   Level 1   Level 1   Level 1   Level 1   Level 3   Total
Marketable securities designated at FVTOCI   Cann
Group
Note 4(a)
  Canni-Med   Micron   Radient   TGOD
Note 4(e)
  ACI
Note 4(f)
  Choom
Note 4(g)
  Other
immaterial
investments
   
      $       $       $       $       $       $       $       $       $  
Balance, June 30, 2018     —         —         2,426       44,043       —         —         12,719       —         59,188  
Additions (disposals)     —         —         —         —         —         228       —         1,000       1,228  
Transfer from investment in associates     —         —         —         —         275,342       5,360       —         —         280,702  
Unrealized gains (losses) on changes in fair value     —         —         (44 )     1,130       10,712       76,873       (1,085 )     —         87,586  
Spin-out     —         —         —         —         —         (82,461 )     —         —         (82,461 )
Balance, September 30, 2018     —         —         2,382       45,173       286,054       —         11,634       1,000       346,243  
Additions (disposals)     —         —                         (35,593 )             —         471       (35,122 )
Unrealized gains (losses) on changes in fair value     —         —         (1,124 )     (17,318 )     (168,461 )             (7,443 )     13       (194,333 )
Balance, December 31, 2018     —         —         1,258       27,855       82,000       —         4,191       1,484       116,788  
Additions (disposals)     —         —         —         —         (11,070 )     —         —         385       (10,685 )
Unrealized gains (losses) on changes in fair value     —         —         265       10,540       68,047       —         2,317       (9 )     81,160  
Balance, March 31, 2019     —         —         1,523       38,395       138,977       —         6,508       1,860       187,263  
                                                                         
Unrealized gains (losses) on marketable securities                                                                        
Three months ended March 31, 2018                                                                        
Inception gains amortized     —         —         2,170       —         —         —         —         —         2,170  
Unrealized gain upon acquisition of control     —         10,423       —         —         —         —         —         —         10,423  
OCI unrealized gains (losses)     —         24       —         (11,975 )     —         —         —         —         (11,951 )
                                                                         
Nine months ended March 31, 2018                                                                        
Inception gains amortized     —         —         2,170       3,700       —         —         —         —         5,870  
Unrealized gain upon acquisition of control     —         10,423       —         —         —         —         —         —         10,423  
OCI unrealized gains (losses)     (7,021 )     —         —         7,895       —         —         —         —         874  
                                                                         
Three months ended March 31, 2019                                                                        
OCI unrealized gains (losses)     —         —         265       10,540       68,047       —         2,317       (9 )     81,160  
                                                                         
Nine months ended March 31, 2019                                                                        
OCI unrealized gains (losses)     —         —         (903 )     (5,648 )     (89,702 )     76,873       (6,211 )     (9 )     (25,600 )

 

    15  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

(b) Derivatives

At March 31, 2019, the Company held the following derivative investments and convertible debentures:

Financial asset hierarchy level   Level 3   Level 3   Level 3   Level 2   Level 3   Level 2   Level 2   Level 2   Level 3   Level 2   Level 2   Total
Derivatives and Convertible Debentures at FVTPL   Micron   Radient   Alcanna   CTT   Capcium   TGOD   ACI   Choom   Investee-B   High Tide   Namaste    
        Note 4(b)   Note 4(c)   Note 4(d)   Note 4(e)   Note 4(f)   Note 4(g)   Note 4(h)   Note 4(i)    
      $       $       $       $       $       $       $       $       $       $       $       $  
Balance, June 30, 2018     1,028       1,412       2,400       20,140       —         99,471       —         —         —         —         491       124,942  
Additions     —         —         —         —         4,600       —         541       —         13,403       —         —         18,544  
Transfer on loss of control of subsidiary     —         —         —         —         —         —         679       —         —         —         —         679  
Unrealized gains (losses) on changes in fair value     (138 )     (69 )     3,355       13,575       1,561       (196 )     68,514       —         (464 )     —         422       86,560  
Foreign exchange     —         —         —         —         —         —         —         —         600       —         —         600  
Transfer to investment in associates (Note 6)     —         —         —         (3,413 )     —         —         —         —         —         —         —         (3,413 )
Spin-out     —         —         —         —         —         —         (69,234 )     —         —         —         —         (69,234 )
Balance, September 30, 2018     890       1,343       5,755       30,302       6,161       99,275       500       —         13,539       —         913       158,678  
Additions     —         —         —         —         283       —         —         20,000       —         10,000       —         30,283  
Unrealized gains (losses) on changes in fair value     (648 )     (1,044 )     (5,651 )     (28,014 )     353       (83,853 )     —         (806 )     118       —         (712 )     (120,257 )
Foreign exchange     —         —         —         —         —         —         —         —         733       —         —         733  
Balance, December 31, 2018     242       299       104       2,288       6,797       15,422       500       19,194       14,390       10,000       201       69,437  
Unrealized gains (losses) on changes in fair value     92       382       293       (1,257 )     379       31,359       —         1,477       (98 )     —         (55 )     32,572  
Foreign exchange     —         —         —         —         —         —         —         —                 —         —         —    
Balance, March 31, 2019     334       681       397       1,031       7,176       46,781       500       20,671       14,292       10,000       146       102,009  
                                                                                                 
Unrealized gains (losses) on derivatives                                                                                                
Three months ended March 31, 2018                                                                                                
Inception gains amortized     —         32       —         —         —         —         —         —         —         —         —         32  
Unrealized gains (losses) on changes in fair value     —         (1,710 )     —         —         —         —         —         —         —         —         —         (1,710 )
      —         (1,678 )     —         —         —         —         —         —         —         —         —         (1,678 )
                                                                                                 
Nine months ended March 31, 2018                                                                                                
Inception gains amortized     —         10,620       —         —         —         —         —         —         —         —         —         10,620  
Unrealized gains (losses) on changes in fair value     —         18,242       —         —         —         —         —         —         —         —         —         18,242  
      —         28,862       —         —         —         —         —         —         —         —         —         28,862  
                                                                                                 
Three months ended March 31, 2019                                                                                                
Inception gains amortized     150       226       —         —         —         —         —         —         —         —         —         376  
Unrealized gains (losses) on changes in fair value     92       382       293       (1,257 )     379       31,359       —         1,477       (98 )     —         (55 )     32,572  
      242       608       293       (1,257 )     379       31,359       —         1,477       (98 )     —         (55 )     32,948  
                                                                                                 
Nine months ended March 31, 2019                                                                                                
Inception gains amortized     456       690       —         —         —         —         —         —         —         —         —         1,146  
Unrealized gains (losses) on changes in fair value     (694 )     (731 )     (2,003 )     (15,696 )     2,293       (52,690 )     68,514       671       (444 )     —         (345 )     (1,125 )
      (238 )     (41 )     (2,003 )     (15,696 )     2,293       (52,690 )     68,514       671       (444 )     —         (345 )     21  

 

    16  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

Note 6 Investments in Associates and Joint Ventures

 

The carrying value of investments in associates and joint ventures consist of:

    Cann Group
Note 4(a)
  Alcanna
Note 4(b)
  CTT
Note 4(c)
  Capcium
Note 4(d)
  TGOD
Note 4(e)
  ACI
Note 4(f)
  10647594 Canada   Total
      $       $       $       $       $       $       $       $  
Balance, June 30, 2018     81,183       109,577       —         11,256       132,292       —         134       334,442  
Additions     —         —         3,413       3       —         5,360       —         8,776  
Dividend income     —         (828 )     —         —         —         —         —         (828 )
Disposition / reclassification     —         —         —         —         (130,974 )     (5,360 )     (134 )     (136,468 )
Share of net (losses) income (i)     (517 )     (1,320 )     (169 )     315       (1,318 )     —         —         (3,009 )
Impairment     —         (68,696 )     (1,261 )     —         —         —         —         (69,957 )
OCI FX loss     (979 )     —         —         —         —         —         —         (979 )
Balance, December 31, 2018     79,687       38,733       1,983       11,574       —         —         —         131,977  
Share of net losses (i)     (486 )     (39 )     (38 )     (207 )     —         —         —         (770 )
OCI FX losses     (1,314 )     —         (41 )     —         —         —         —         (1,355 )
Balance, March 31, 2019     77,887       38,694       1,904       11,367       —         —         —         129,852  
(i) Represents an estimate of the Company's share of net (loss) income based on the latest publicly available information of the investee.

 

Note 7 Biological Assets

 

The Company’s biological assets consist of cannabis plants from inception to the point of harvest. The changes in the carrying value of biological assets for the period are as follows:

    $
Balance, June 30, 2018   13,620  
Production costs capitalized   25,855  
Biological assets acquired through business combinations (Note 10)   9,088  
Changes in fair value less cost to sell due to biological transformation   61,461  
Transferred to inventory upon harvest   (57,819 )
Balance, March 31, 2019   52,205  

 

As of March 31, 2019, the weighted average fair value less cost to complete and cost to sell was $2.8 per gram (June 30, 2018 - $6.46 per gram). The following inputs and assumptions are all categorized within Level 3 on the fair value hierarchy and were used in determining the fair value of biological assets:

Inputs and assumptions Calculation method Inter-relationship between unobservable inputs and fair value - the estimated fair value would increase (decrease) if:
Selling price per gram Based on average selling prices for the period for all strains of cannabis sold by the Company, which is expected to approximate future selling prices. The selling price per gram were higher (lower).
Attrition rate Based on the weighted average number of plants culled at each stage of production The attrition rate was lower (higher).
Average yield per plant Based on the average number of grams of dried cannabis inventory expected to be harvested from each cannabis plant. The average yield per plant was higher (lower).
Standard cost per gram to complete production Based on actual production costs incurred divided by the grams produced in the period. The standard cost per gram to complete production was lower (higher).
Cumulative stage of completion in the production process Based on a weighted average number of days in production over a total average grow cycle of approximately twelve weeks. The number of days in production was higher (lower).

 

    17  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

Significant unobservable assumptions used in the valuation of biological assets, including the sensitivities on changes in these assumptions and their effect on the fair value of biological assets, are as follows:

  

  Range of inputs       Effect on fair value
Significant inputs & assumptions   Mar 31, 2019   Jun 30, 2018   Sensitivity   Mar 31, 2019   Jun 30, 2018
Selling price per gram   $ 6.13     $7.25 to $8.96   Increase or decrease of $1.00 per gram   $ 16,085     $ 1,763  
Average yield per plant     26 to 59 grams     20 to 51 grams   Increase or decrease by 5 grams per plant   $ 8,956     $ 1,999  

The Company’s estimates are, by their nature, subject to change and differences from the anticipated yield will be reflected in the fair value gains or losses on biological assets in future periods.

 

During the three and nine months ended March 31, 2019, the Company’s biological assets produced 15,589,768 and 28,408,254 grams of dried cannabis, respectively (three and nine months ended March 31, 2018 - 1,173,827 and 3,387,671 grams). As of March 31, 2019, it is expected that the Company’s biological assets will yield approximately 34,494,723 grams (June 30, 2018 - 3,794,770 grams) of cannabis when harvested.

 

Note 8 Inventory

 

The following is a breakdown of inventory at March 31, 2019:

    Capitalized
cost
  Fair value
adjustment
  Carrying
value
      $       $       $  
Harvested cannabis                        
Work-in-process     22,190       22,764       44,954  
Finished goods     7,570       5,717       13,287  
      29,760       28,481       58,241  
Cannabis oils                        
Work-in-process     1,233       536       1,769  
Finished goods     3,011       1,393       4,404  
      4,244       1,929       6,173  
Capsules                        
Work-in-process     375       88       463  
Finished goods     826       115       941  
      1,201       203       1,404  
Hemp products                        
Raw materials     4,244       —         4,244  
Work-in-process     1,812       —         1,812  
Finished goods     1,889       —         1,889  
      7,945       —         7,945  
Merchandise and other                        
Raw materials     504       —         504  
Work-in-process     262       —         262  
Finished goods     4,464       —         4,464  
      5,230       —         5,230  
                         
Accessories, supplies and consumables     3,709       —         3,709  
                         
Balance, March 31, 2019     52,089       30,613       82,702  

 

    18  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

The following is a breakdown of inventory at June 30, 2018:

    Capitalized
cost
  Fair value
adjustment
  Carrying
value
      $       $       $  
Harvested cannabis                        
Work-in-process     2,215       6,337       8,552  
Finished goods     5,637       7,742       13,379  
      7,852       14,079       21,931  
Cannabis oils                        
Work-in-process     550       782       1,332  
Finished goods     1,099       1,364       2,463  
      1,649       2,146       3,795  
Capsules                        
Finished goods     166       90       256  
                         
Indoor cultivation systems and hemp seed food products                        
Raw materials     1,160       —         1,160  
Work-in-process     701       —         701  
Finished goods     323       —         323  
      2,184       —         2,184  
                         
Accessories, supplies and consumables     1,429       —         1,429  
                         
Balance, June 30, 2018     13,280       16,315       29,595  

 

During the three and nine months ended March 31, 2019, inventory expensed to cost of goods sold was $46.3 million and $117.6 million (three and nine months ended March 31, 2018 - $11.0 million and $25.5 million) respectively, which included $17.4 million and $49.0 million (three and nine months ended March 31, 2018- $4.2 million and $10.8 million) of non-cash expense, respectively, related to the changes in fair value of inventory sold.

 

Note 9 Property, Plant and Equipment

    March 31, 2019   June 30, 2018
    Cost   Accumulated depreciation   Net book value   Cost   Accumulated depreciation   Net book value
Land     37,969       —         37,969       —         —         —    
Buildings & Improvements     436,895       (19,933 )     416,962       79,085       (3,324 )     75,761  
Construction in progress     83,430       —         83,430       146,547       —         146,547  
Computer software & equipment (1)     14,815       (3,547 )     11,268       4,078       (584 )     3,494  
Furniture & fixtures     10,178       (2,396 )     7,782       3,477       (349 )     3,128  
Production & other equipment     83,501       (15,702 )     67,799       19,222       (2,450 )     16,772  
Finance lease equipment     2,125       (186 )     1,939       791       (141 )     650  
Total     668,913       (41,764 )     627,149       253,200       (6,848 )     246,352  

 

The following table summarizes the changes in the net book values of property, plant and equipment for the respective periods:

    June 30, 2018   March 31, 2019
    Net book value   Additions   Additions from business combinations   Depreciation   Other (2)   Foreign currency translation   Net book value
Land     —         19,103       18,843       —         —         23       37,969  
Buildings & Improvements     75,761       109,253       97,477       (16,617 )     151,010       78       416,962  
Construction in progress     146,547       53,859       34,236       —         (151,010 )     (202 )     83,430  
Computer software & equipment     3,494       17,317       5,204       (3,356 )     (11,391 )     —         11,268  
Furniture & fixtures     3,128       2,913       3,805       (2,048 )     —         (16 )     7,782  
Production & other equipment     16,772       50,576       14,331       (13,310 )     (545 )     (25 )     67,799  
Finance lease equipment     650       1,025       607       (170 )     (173 )     —         1,939  
Total     246,352       254,046       174,503       (35,501 )     (12,109 )     (142 )     627,149  
(1) As at March 31, 2019, capitalized ERP costs with a net book value of $11.3 million were reclassified in accordance with IAS 38 - Intangible Assets from computer software & equipment in property, plant and equipment to intangible assets (Note 12).
(2) Includes disposals, reclassifications and other adjustments.

 

During the three and nine months ended March 31, 2019, $6.9 million and $8.4 million (three and nine months ended March 31, 2018 - $1.4 million and $4.0 million) of borrowing costs were capitalized to construction in progress at a weighted average interest rate of 15% and 14% (three and nine months ended March 31, 2018 - 20% and 20%).

 

    19  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

Note 10 Business Combinations

Acquisitions completed during the nine months ended March 31, 2019   MedReleaf
(a)
  Anandia
(b)
  Agropro /
Borela
(c)
  ICC
(d)
  Whistler
(e)
  Other   Total
      $       $       $       $       $       $       $  
Total consideration                                                        
Cash paid     —         —         8,302       —         —         —         8,302  
Common shares issued     2,568,634       78,588       1,411       255,237       130,839       1,078       3,035,787  
Share purchase warrants issued     —         19,565       —         —         —         —         19,565  
Replacement share-based awards     75,373       —         —         7,664       —         —         83,037  
Contingent consideration     —         —         —         —         24,395       233       24,628  
Loan settlement     —         —         3,176       —         2,867       —         6,043  
      2,644,007       98,153       12,889       262,901       158,101       1,311       3,177,362  
                                                         
Net identifiable assets acquired (liabilities assumed)                                                        
Cash     113,713       12,127       41       5,155       400       —         131,436  
Accounts receivables     11,891       783       2,099       2,856       408       —         18,037  
Income taxes receivable     8,078       —         —         149       —         —         8,227  
Marketable securities     —         —         —         471       385       —         856  
Biological assets     7,154       —         —         135       1,799       —         9,088  
Inventories     32,626       33       2,226       762       2,641       —         38,288  
Prepaid expenses and deposits     6,344       310       168       —         79       —         6,901  
Property, plant and equipment     126,911       4,665       2,435       12,712       27,780       —         174,503  
Other assets     581       —         —         1       —         —         582  
Intangible assets                                                        
Customer relationships     61,300       4,700       —         —         1,200       —         67,200  
Permits and licenses     88,257       11,000       —         140,633       15,700       —         255,590  
Brand and trademarks     62,100       1,700       —         —         14,200       —         78,000  
Patents     130       —         —         —         —         —         130  
Intellectual property     105,300       2,200       —         —         —         —         107,500  
Know-how     —         10,100       —         —         —         —         10,100  
Deferred tax asset     —         —         81       —         —         —         81  
      624,385       47,618       7,050       162,874       64,592       —         906,519  
                                                         
Accounts payable and accruals     (16,919 )     (518 )     (1,683 )     (1,963 )     (966 )     —         (22,049 )
Income taxes payable     —         —         (7 )     —         —         —         (7 )
Deferred revenue     —         (65 )     (6 )     —         —         —         (71 )
Loans and borrowings     —         (298 )     —         —         (6,003 )     —         (6,301 )
Asset retirement obligation     (217 )     —         —         —         —         —         (217 )
Deferred tax liability     (69,906 )     (7,055 )     —         (35,158 )     (8,285 )     —         (120,404 )
      537,343       39,682       5,354       125,753       49,338       —         757,470  
                                                         
Purchase price allocation                                                        
Net identifiable assets acquired     537,343       39,682       5,354       125,753       49,338       —         757,470  
Goodwill (1)     2,106,664       58,471       7,535       137,148       108,763       1,311       2,419,892  
      2,644,007       98,153       12,889       262,901       158,101       1,311       3,177,362  
                                                         
Net cash inflows (outflows)                                                        
Cash consideration paid     —         —         (8,302 )     —         —         —         (8,302 )
Cash acquired     113,713       12,127       41       5,155       400       —         131,436  
      113,713       12,127       (8,261 )     5,155       400       —         123,134  
                                                         
Acquisition costs expensed                                                        
Nine months ended March 31, 2019     13,604       209       2,230       3,055       2,013       —         21,111  
                                                         
Net accounts receivables acquired                                                        
Gross contractual receivables acquired     14,262       791       2,099       2,856       408       —         20,416  
Expected uncollectible receivables     (2,371 )     (8 )     —         —         —         —         (2,379 )
Net accounts receivables acquired     11,891       783       2,099       2,856       408       —         18,037  
(1) Goodwill arising from acquisitions represent expected synergies, future income and growth, and other intangibles that do not qualify for separate recognition, as well as the deferred tax liability recognized for all taxable temporary differences. None of the goodwill arising on these acquisitions are expected to be deductible for tax purposes.

 

    20  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

(a) MedReleaf Corp. ("MedReleaf")

 

On July 25, 2018, the Company acquired MedReleaf, a Canadian company previously listed on the TSX. MedReleaf is in the business of the production and sale of cannabis. The Company acquired MedReleaf to increase its production capacity, international presence, research and development portfolio, patient count and revenue growth.

 

The Company acquired all of the issued and outstanding shares of MedReleaf for aggregate consideration of $2,644.0 million, which consisted of 370,120,238 common shares with a fair value of $2,568.6 million and replacement share based awards with a fair value of $75.4 million. The compensation expense related to these replacement awards included: $53.8 million for employee stock options, $2.0 million for performance options, and $19.6 million for warrants.

 

Management is in the process of gathering the relevant information to determine and finalize the fair value of the net identifiable assets acquired. As such, the initial purchase price has been provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation based on the fair values of identifiable intangible assets and goodwill.

 

During the nine months ended March 31, 2019, preliminary acquisition date values compared to the preliminary values reported as at December 31, 2018 changed as follows:

    Provisional allocation as at September 30, 2018   Adjustments   Provisional allocation as at December 31, 2018   Adjustments   Adjusted Balance
      $       $       $       $       $  
Consideration payable     2,644,115       (108 )     2,644,007       —         2,644,007  
Loans receivable     845       (845 )     —         —         —    
Property, plant and equipment     134,414       (7,503 )     126,911       —         126,911  
Intangible assets     335,988       (6,900 )     329,088       (12,001 )     317,087  
Loans and borrowings     (845 )     845       —         —         —    
Deferred tax liability     (75,920 )     3,013       (72,907 )     3,001       (69,906 )
Goodwill     2,086,382       11,282       2,097,664       9,000       2,106,664  

 

As required by IFRS, comparative amounts within fiscal 2019 have been adjusted so as to reflect the adjustments effective as of the acquisition date.

 

For the three and nine months ended March 31, 2019, MedReleaf accounted for $33.1 million and $76.3 million in revenues, and $7.2 million in net income and $25.1 million in net loss since July 25, 2018, respectively. If the acquisition had been completed on July 1, 2018, the Company estimates it would have recorded an increase of $4.5 million to revenues and an increase of $17.6 million in net loss for the nine months ended March 31, 2019.

 

(b) Anandia Laboratories Inc. ("Anandia")

 

On August 8, 2018, the Company acquired Anandia, a Canadian cannabis-focused science company specialized in genomics, metabolite profiling, plant breeding, disease characterization, cultivar certification, and the provision of testing services to producers and patient-cultivators. The acquisition will enable Aurora to develop new, customized cultivars for specific applications, creating products that generate positive health outcomes in relation to specific medical indications, while further enhancing efficiencies at our facilities.

 

On August 8, 2018, the Company acquired all of the issued and outstanding shares of Anandia for aggregate consideration of $98.2 million, which included 12,716,482 common shares with a fair value of $78.6 million and 6,358,210 share purchase warrants with a fair value of $19.6 million. The warrants are each exercisable at $9.37 and expire on August 9, 2023. As part of the acquisition, an aggregate of $10.0 million in additional share consideration is to be paid out in three tranches on the first, second and fourth anniversaries of the acquisition date, subject to the continued employment of the co-founders of Anandia. The additional consideration is accounted for as share-based compensation expense for post-combination services provided and will be expensed through income. During the three and nine months ended March 31, 2019, the Company accrued $2.0 million and $5.3 million in share-based compensation expense, respectively.

 

Management is in the process of gathering the relevant information to determine and finalize the fair value of the net identifiable assets acquired. As such, the initial purchase price has been provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation based on the fair values of identifiable intangible assets and goodwill.

 

    21  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

During the nine months ended March 31, 2019, preliminary acquisition date values compared to the preliminary values reported as at September 30, 2018 and December 31, 2018 changed as follows:

    Provisional allocation as at September 30, 2018   Adjustments   Provisional allocation as at December 31, 2018   Adjustments   Adjusted Balance
      $       $       $       $       $  
Intangible assets     30,900       (600 )     30,300       (600 )     29,700  
Deferred tax liability     (7,422 )     205       (7,217 )     162       (7,055 )
Goodwill     57,595       395       57,990       481       58,471  

 

As required by IFRS, comparative amounts within fiscal 2019 have been adjusted so as to reflect the adjustments effective as of the acquisition date.

 

For the three and nine months ended March 31, 2019, Anandia accounted for $1.2 million and $2.7 million in revenues, and $1.1 million and $3.7 million in net loss since the August 8, 2018 acquisition date, respectively. If the acquisition had been completed on July 1, 2018, the Company estimates it would have recorded an increase of $0.2 million in revenues, and an increase of $2.5 million in net loss during the nine months ended March 31, 2019.

 

(c) UAB Agropro and UAB Borela

 

On September 10, 2018, the Company acquired Agropro and Borela, both located in Lithuania. Agropro is a producer, processor and supplier of certified organic hemp and hemp products. Its sister company, Borela, is a processor and distributor of organic hulled hemp seeds, hemp seed protein, hemp flour and hemp seed oil. The Company acquired both companies to extract, refine and productize their organic hemp biomass into a wide range of organic CBD-based products.

 

The Company acquired all of the issued and outstanding shares of Agropro and Borela for aggregate consideration of $12.9 million which was comprised of $8.3 million in cash, a $3.2 million loan settlement, and 170,834 common shares with a fair value of $1.4 million.

 

The Company also issued 270,024 common shares, with a fair value of $2.2 million (Note 15(b)(i)) for finders’ fees related to this acquisition.

 

During the three months ended March 31, 2019, management has finalized the purchase price allocation of Agropro and Borela based on the Company's estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. The preliminary acquisition date value reported as at September 30, 2018 for deferred tax assets increased by an insignificant amount. As required by IFRS, comparative amounts have been adjusted to reflect the adjustments effective as of the acquisition date. There were no changes to the provisional values as of December 31, 2018.

 

For the three and nine months ended March 31, 2019, Agropro and Borela accounted for $1.2 million and $3.7 million in revenues and $0.2 million and $0.8 million in net loss, respectively, since the September 10, 2018 acquisition date. If the acquisition had been completed on July 1, 2018, the Company estimates it would have recorded an increase of $1.4 million in revenues and an increase of $0.2 million in net loss during the nine months ended March 31, 2019.

 

(d) ICC Labs Inc. ("ICC")

 

On November 22, 2018, the Company acquired ICC, a licensed producer and distributor of medicinal cannabinoid extracts, consumer cannabis and industrial hemp products in Uruguay, as well as a licensed producer of medicinal cannabis in Colombia.

 

The Company acquired all of the issued and outstanding shares of ICC for aggregate consideration of $262.9 million comprised of 31,904,668 common shares with a fair value of $255.2 million, and replacement share-based awards with a fair value of $7.7 million. The replacement share-based awards include $7.6 million for warrants and $0.02 million for compensation options.

 

Management is in the process of gathering the relevant information that existed at the acquisition date to determine and finalize the fair value of the net identifiable assets acquired and liabilities assumed. As such, the initial purchase price was provisionally allocated based on the Company's estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. The values assigned are, therefore, preliminary and subject to change.

 

During the nine month period ended March 31, 2019, preliminary acquisition date values compared to the preliminary values reported as at December 31, 2018 changed as follows:

    Provisional allocation as at December 31, 2018   Adjustments   Adjusted Balance
      $       $       $  
Property, plant and equipment     18,012       (5,300 )     12,712  
Intangible assets     141,558       (925 )     140,633  
Deferred tax liability     (35,389 )     231       (35,158 )
Goodwill     131,154       5,994       137,148  

 

    22  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

As required by IFRS, comparative amounts within fiscal 2019 have been adjusted to reflect the adjustments effective as of the acquisition date. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, and the allocation of goodwill.

For the three and nine months ended March 31, 2019, ICC accounted for $0.4 million and $0.5 million in revenues and a loss of $0.6 million and net income of $1.5 million, respectively, since the November 22, 2018 acquisition date. If the acquisition had been completed on July 1, 2018, the Company estimates it would have recorded an increase of $0.7 million in revenues and an increase of $8.5 million in net loss for the nine months ended March 31, 2019.

 

(e) Whistler Medical Marijuana Corporation ("Whistler")

 

On March 1, 2019, the Company acquired Whistler, a Canadian private licensed producer of organic cannabis products. The Company acquired Whistler to increase production capacity and product offerings for both domestic and global markets.

 

The Company acquired all of the issued and outstanding shares of Whistler for total aggregate consideration of $158.1 million, which was comprised of:

 

13,460,833 Aurora common shares with a fair value of $130.8 million;
$2.9 million related to the settlement of a pre-existing loan; and
$24.4 million of contingent consideration, which represents the estimated fair value of $25.1 million gross consideration to be paid in Aurora common shares upon achievement of certain milestones related to Whistler's Pemberton facility obtaining a cannabis sales license and the facility being fully planted (the "Milestones").

 

The Company also issued 207,100 common shares, with a fair value of $2.0 million (Note 15(b)(i)) for finders’ fees related to this acquisition.

 

Under the terms of the purchase agreement, a further $14.9 million in gross contingent consideration is to be paid out to the former shareholders of Whistler subject to the continued employment of the founder of Whistler. In accordance with IFRS 3, the additional cost of this consideration is expected to be accounted for as share-based compensation expense for post-combination services provided in the period that the applicable conditions are met. During the three and nine months ended March 31, 2019, the Company recognized $3.1 million in share-based compensation expense related to this second milestone.

 

Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired and liabilities assumed. As such, the initial purchase price was provisionally allocated based on the Company's estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, and goodwill.

 

For the three and nine months ended March 31, 2019, Whistler accounted for $0.8 million in revenues and net income of $0.1 million since the March 1, 2019 acquisition date. If the acquisition had been completed on July 1, 2018, the Company estimates it would have recorded an increase of $3.4 million in revenues and an decrease of $1.0 million in net loss for the nine months ended March 31, 2019.

 

Business Combinations Completed During the Year Ended June 30, 2018

 

Hempco Food and Fiber Inc. ("Hempco")

 

Hempco, a Canadian public company listed on the TSX Venture Exchange, is a producer of industrial hemp products and is developing hemp foods, hemp fiber and hemp nutraceuticals. The Company anticipates regulations preventing industrial hemp producers from harvesting leaves, flowers and buds, which contain Cannabidiols (“CBD”), will be revised to allow for processing of CBDs which Aurora intends to use for the production of capsules, oils and topicals.

 

On November 14, 2017, the Company acquired a 22.3% ownership interest in Hempco by subscribing to its private placement of 10,558,676 units, where each unit consists of one share and one warrant. The Company also entered into a call option agreement to acquire up to an aggregate of 10,754,942 shares from the majority owners of Hempco. After considering potential voting rights on a fully diluted basis, the Company concluded that it has control over Hempco and holds a 52.03% ownership interest in Hempco as at March 31, 2019 (June 30, 2018 - 52.33%).

 

As at December 31, 2018, management finalized the purchase price allocation of Hempco for the Company's 52.11% estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. No changes were made to the purchase price allocation disclosed in the audited consolidated financial statements for the year ended June 30, 2018.

 

On April 16, 2019, the Company entered into a binding letter agreement to acquire the remaining 47.9% of Hempco. For more information refer to Note 23.

 

    23  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

CanniMed Therapeutics Inc.

 

On March 15, 2018, the Company acquired an 87.2% ownership interest in CanniMed pursuant to an offer to acquire all of the issued and outstanding CanniMed Shares, excluding existing shares already owned by Aurora.

 

As at March 31, 2019, the Company held a 100% ownership interest in CanniMed (June 30, 2018 - 100%).

 

As at December 31, 2018, management finalized the purchase price allocation of CanniMed based on the Company's estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. The preliminary acquisition date values disclosed in the audited consolidated financial statements for the year ended June 30, 2018 changed as follows:

    Provisional allocation as at June 30, 2018   Adjustments   Adjusted Balance at December 31, 2018
      $       $       $  
Intangible assets     200,800       (55,900 )     144,900  
Deferred tax asset     11,663       33       11,696  
Deferred tax liability     (58,083 )     13,968       (44,115 )
Non-controlling interest     (32,586 )     10,205       (22,381 )
Goodwill     680,381       31,694       712,075  

 

As required by IFRS, comparative amounts have been adjusted to reflect the adjustments effective as of the acquisition date.

 

Note 11 Non-Controlling Interests

 

The following table presents the summarized financial information about the Company's subsidiaries that have non-controlling interests. This information represents amounts before intercompany eliminations.

    March 31, 2019
      $  
Current assets     7,771  
Non-current assets     29,647  
Current liabilities     (4,369 )
Non-current liabilities     (15,802 )
Non-controlling interests     (349 )
Revenues for the nine months then ended     1,090  
Net loss for the nine months then ended     (6,636 )

 

    24  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

Note 12 Intangible Assets and Goodwill

 

The following is a continuity schedule of intangible assets and goodwill:

    March 31, 2019   June 30, 2018 (2)
    Cost   Accumulated amortization   Net book value   Cost   Accumulated amortization   Net book value
Definite life intangible assets:                                                
Customer relationships     84,079       (10,600 )     73,479       11,555       (2,224 )     9,331  
Permits and licenses     217,951       (15,847 )     202,104       97,414       (1,943 )     95,471  
Patents     1,895       (247 )     1,648       2,221       (89 )     2,132  
Intellectual property and know-how     117,600       (12,867 )     104,733       —         —         —    
Software (1)     11,704       (950 )     10,754       —         —         —    
Indefinite life intangible assets:                                                
Brand     148,199       —         148,199       70,854       —         70,854  
Permits and licenses     159,215       —         159,215       22,544       —         22,544  
Total intangible assets     740,643       (40,511 )     700,132       204,588       (4,256 )     200,332  
Goodwill     3,176,746       —         3,176,746       760,744       —         760,744  
Total     3,917,389       (40,511 )     3,876,878       965,332       (4,256 )     961,076  

 

The following summarizes the changes in the net book value of intangible assets and goodwill for the periods ended:

    June 30, 2018 (2)   March 31, 2019
    Net book value   Additions from acquisitions   Other
additions
  Amortization   Impairment   Net book value
Definite life intangible assets:                                                
Customer relationships     9,331       67,200       5,363       (8,376 )     (39 )     73,479  
Permits and licenses     95,471       114,957       5,580       (13,904 )     —         202,104  
Patents     2,132       130       —         (158 )     (456 )     1,648  
Intellectual property and know-how     —         117,600       —         (12,867 )     —         104,733  
Software (1)     —         —         11,312       (558 )     —         10,754  
Indefinite life intangible assets:                                                
Brand     70,854       78,000       —         —         (655 )     148,199  
Permits and licenses     22,544       140,633       —         —         (3,962 )     159,215  
Total intangible assets     200,332       518,520       22,255       (35,863 )     (5,112 )     700,132  
Goodwill     760,744       2,419,892       —         —         (3,890 )     3,176,746  
Total     961,076       2,938,412       22,255       (35,863 )     (9,002 )     3,876,878  
(1) As at March 31, 2019, capitalized ERP costs with a net book value of $11.3 million were reclassified in accordance with IAS 38 from computer software & equipment in property, plant and equipment assets (Note 9) to intangible assets.
(2) In accordance with IFRS 3 - Business Combinations, acquisition date fair values assigned to intangible assets have been adjusted, within the applicable measurement period, where new information is obtained about facts and circumstances that existed at the acquisition date (Note 10). Related amortization amounts have also been adjusted to reflect the outcomes of the finalized business combination purchase price allocations.

 

As at March 31, 2019, the Company assessed whether there were events or changes in circumstances that would more likely than not reduce the fair value of any of its reporting units below their carrying values and, therefore, require goodwill to be tested for impairment. The Company considers overall financial performance and relevant entity-specific factors as part of this assessment.

 

During the three and nine months ended March 31, 2019, the Company recognized a $3.9 million goodwill impairment charge and a $1.1 million intangible asset impairment charge related to certain assets that support the production and sale of indoor home cultivation systems. Given that revenues associated with the production and sale of such cultivation systems have not been growing at the rate expected at the acquisition of these assets, the carrying value of the assets which support the business is not likely to be recoverable from future related cash flows. As a result, management has recognized the impairment charges described above.

 

During the three months ended March 31, 2019 the Company recognized an intangible asset impairment charge of $4.0 million pertaining to certain permits and licenses, held within the cannabis operating segment, due to the decline in the estimated recoverable amount of the asset.

 

As at March 31, 2019, intangible assets consists of $307.4 million of indefinite life intangibles and $392.7 million of definite life intangibles. All of the $307.4 million indefinite life intangibles are allocated to the group of cash generating units ("CGUs") that comprise the cannabis segment.

 

    25  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

Note 13 Convertible Debentures

    Nov 2017
(a)
  Mar 2018
(b)
  Jan 2019
(c)
  Total
      $       $       $       $  
Balance, June 30, 2018     637       190,891       —         191,528  
Issued     —         —         460,610       460,610  
Financing fees     —         —         (14,531 )     (14,531 )
Equity conversion option     —         —         (169,228 )     (169,228 )
Conversion     (640 )     (378 )     —         (1,018 )
Interest paid     (69 )     (5,740 )     —         (5,809 )
Accretion     35       16,133       4,023       20,191  
Accrued interest     37       8,568       4,559       13,164  
Unrealized loss on foreign exchange     —         —         300       300  
Balance, March 31, 2019     —         209,474       285,733       495,207  
Current portion     —         (209,474 )     —         (209,474 )
Long-term     —         —         285,733       285,733  

 

(a) Represents $115.0 million principal amount of convertible debentures that were issued in November 2017 that are unsecured, bear interest at 6% per annum and mature on November 28, 2022. The principal amount of the debentures is convertible by the holder into common shares of the Company at $6.50 per share subject to a forced conversion if the Volume Weighted Average Price ("VWAP") of the Company's common shares exceeded $9.00 per share for 10 consecutive trading days.

 

On November 15, 2018, the Company elected to exercise its right pursuant to the forced conversion and converted all of the remaining principal amount outstanding on the debentures into common shares since the VWAP exceeded $9.00 per share for 10 consecutive trading days. During the three and nine months ended March 31, 2019, the Company issued nil and 298,149 shares on conversion of the remaining $nil and $1.9 million principal amount of these debentures, respectively.

 

(b) On March 9, 2018, the Company completed a private placement of two-year unsecured convertible debentures. The debentures had an aggregate principal amount of $230.0 million and bear interest at 5% per annum, payable semi-annually. The debentures are convertible by the holder into common shares of the Company at a price of $13.05 per share subject to a forced conversion if the VWAP of the Company’s common shares exceed $17.00 per share for 10 consecutive trading days, which has not occurred as of March 31, 2019.

 

During the three and nine months ended March 31, 2019, the Company issued nil and 33,179 common shares on partial conversion of $nil and $0.4 million principal amount of debentures, respectively.

 

(c) On January 24, 2019, the Company issued $460.6 million (US$345.0 million) in aggregate principal amount of Convertible Senior Notes due 2024 (“Senior Notes”), which includes a $60.1 million (US$45.0 million) over-allotment by the initial purchasers. The Senior Notes were issued at par value.

 

The Senior Notes are unsecured, mature on February 28, 2024 and bear cash interest semi-annually at a rate of 5.5% per annum. The initial conversion rate for the Senior Notes is 138.37 common shares per US$1,000 principal amount of Senior Notes, equivalent to an initial conversion price of approximately US$7.23 per common share.

 

On and after February 28, 2022 and prior to February 28, 2024, the Senior Notes are redeemable in whole or in part from time to time at the Company's option at par plus accrued and unpaid interest, provided that the VWAP of the shares on the NYSE during the 20 consecutive trading days ending immediately preceding the date on which notice of redemption is given is not less than 130% of the conversion price of $9.40 per share.

 

On and after February 28, 2024, the Company has the option, upon not more than 60 nor less than 30 days prior notice, to satisfy its obligations to pay on redemption or maturity, the principal amount of the Senior Notes, in whole or in part, in cash or by delivering freely tradable shares. Any accrued and unpaid interest will be paid in cash. Where redemption is executed through the issuance of shares, payment will be satisfied by delivering for each $1 due, that number of freely tradable shares obtained by dividing $1 by the VWAP of the shares on the NYSE for the 20 consecutive trading days ending ten trading days prior to the date fixed for redemption or maturity.

 

Holders will also have the right to require Aurora to repurchase their Senior Notes upon the occurrence of certain customary events at a purchase price equal to 100% of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest.

 

The Senior Notes and any common shares of Aurora issuable upon conversion of the Senior Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, or qualified for distribution by prospectus in Canada, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements, or sold in Canada absent an exemption from the prospectus requirements of Canadian securities laws.

 

    26  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

In accordance with IFRS 9, the equity conversion option embedded in the Senior Notes was determined to be a derivative liability, which has been recognized separately at its fair value of $169.2 million. Subsequent changes in fair value of the equity conversion option will be recognized through profit and loss (i.e. FVTPL). The equity conversion option was classified as an option liability as it can be settled through the issuance of a variable number of shares, cash or a combination thereof, based on the exchange rate and or trading price at the time of settlement. The fair value of the equity conversion option was determined using the Kynex valuation model based on the following assumptions: share price of US$6.19, volatility of 60%, implied credit spread of 1037 bps, and assumed stock borrow rate of 10%.

 

The debt host has been recognized at its amortized cost of $276.9 million, which represents the remaining fair value allocated from total net proceeds received of $446.1 million (US $334.7 million) after $169.2 million (US $126.8 million) was allocated to the equity conversion option. Management elected to capitalize transaction costs, which are directly attributable to the issuance of the Senior Notes. These transaction costs total $14.5 million and have been netted against the principal amount of the debt.

 

As of March 31, 2019 , the equity conversion option had a fair value of $270.7 million and the Company recognized a $101.5 million unrealized loss on the derivative liability. As of March 31, 2019 , the Company has accrued interest of $4.6 million on these Senior Notes.

 

Note 14 Loans and Borrowings

 

The changes in the carrying value of current and non-current loans and borrowings are as follows:

    Mar 31, 2019   Jun 30, 2018
      $       $  
Opening balance     11,683       351  
Additions     150,972       —    
Deferred financing fee     (6,345 )     —    
Assumed on acquisition (Note 10)     6,301       11,825  
Gain on loan modification     (1,980 )     —    
Accretion     2,941       —    
Transaction costs     (350 )     —    
Principal repayments     (19,329 )     (493 )
Ending balance     143,893       11,683  

 

As at March 31, 2019, the Company had the following loans and borrowings:

    Mar 31, 2019   Jun 30, 2018
      $       $  
Term loans     142,391       9,971  
Debentures     138       1,264  
Finance leases     1,364       448  
Total loans and borrowings     143,893       11,683  
Current portion     (11,280 )     (2,451 )
Long-term     132,613       9,232  

 

Term loans

 

The following is a breakdown of the term loans outstanding:

    Mar 31, 2019   Jun 30, 2018
      $       $  
Capital loan, due for renewal November 2019 (interest rate of Bank Prime Rate plus 1.75%) (1)     —         7,800  
Capital loan, payable in blended monthly instalments of $60, due for renewal November 2019 (5.20%, based on Bank’s Prime Rate plus 1.75% per annum) (1)     —         2,171  
Term loan, due August 30, 2021 (5.23%, based on Banker's acceptance rate and stamping fees)     142,391       —    
      142,391       9,971  
Current portion     (10,983 )     (1,111 )
      131,408       8,860  

 

(1) The capital term loans were acquired through the CanniMed acquisition (Note 10) and were secured by a general security agreement covering all of CanniMed’s assets. During the nine months ended March 31, 2019, the Company repaid the full balance of these term loans.

 

On August 29, 2018, the Company entered into a secured credit agreement (the “Credit Agreement”) with Bank of Montreal (“BMO”) and certain lenders to establish a credit facility (the “Credit Facility”). Under the Credit Facility, we have access to an aggregate of $200.0 million in funds that are available as follows:

 

    27  

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

(i) a $50.0 million revolving credit facility (“Facility A”) and
(ii) a $150.0 million non-revolving facility (“Facility B”).

 

Facility A and Facility B accrue interest and standby fees at variable rates based on the Company’s borrowing elections and certain financial metrics. The Credit Facility matures on August 29, 2021 and is subject to scheduled repayment terms. Under the terms of the Credit Agreement, the Company is also subject to certain customary financial and non-financial covenants and restrictions. In addition, the Credit Facility is secured by a first priority lien on substantially all of the Company’s personal and real property and assets. The Company also has an option to upsize the Credit Facility to a total of $250.0 million, subject to certain conditions.

 

As at March 31, 2019, the Company has a $1.6 million letter of credit outstanding under Facility A and a $148.1 million outstanding under Facility B. In accordance with IFRS 9, the amounts outstanding under the Credit Facility were initially recorded at fair value and subsequently accounted for at amortized cost based on the effective interest rate.

 

Under the terms of the Credit Facility, the Company can elect, at its sole discretion, to receive advances under Facility B through certain availment options, which includes bankers’ acceptances with maturity dates between 28 and 182 days. Aurora, therefore, has the choice to continuously roll over the bankers’ acceptances upon their maturities or to convert the then outstanding principal and interest into prime rate loans at any time before August 29, 2021. During the three months ended December 31, 2018, Aurora converted its outstanding principal amount under Facility B to bankers’ acceptances, which reduced the effective interest rate from 5.9% as at September 30, 2018 to 5.37% as at December 31, 2018. During the three months ended March 31, 2019, the Company continued to roll over the facility on a monthly basis through bankers' acceptances with an average interest rate of 5.30%. In accordance with IFRS 9, the loan conversions were determined to be non-substantial modification of the loan terms. As a result, the Company recognized gains of $0.2 million and $2.0 million in the consolidated statement of comprehensive income for the three and nine months ended March 31, 2019, respectively, with a corresponding adjustment to the carrying value of Facility B. The gains were determined based on the difference between the original contractual cash flows and the modified expected cash flows, which were discounted at the original effective interest rate.

 

Under the Credit Facility, as amended on December 31, 2018 and March 29, 2019, the Company must have a minimum cash ratio not less than 1.25:1, and a ratio of total funded debt to tangible net worth not exceeding 3.50:1 on March 31, 2019 and 1.50:1 at all times thereafter. As of March 31, 2019, the Company was in compliance with all covenants under the Credit Facility and term loans.

 

Note 15 Share Capital

 

(a) Authorized

 

The authorized share capital of the Company is comprised of the following:

 

(i) Unlimited number of common voting shares without par value.
(ii) Unlimited number of Class “A” Shares each with a par value of $1.00. No Class “A” Shares were issued and outstanding.
(iii) Unlimited number of Class “B” Shares each with a par value of $5.00. No Class “B” Shares were issued and outstanding.

 

(b) Issued and outstanding

 

At March 31, 2019, 1,014,724,748 common shares (June 30, 2018 - 568,113,131) were issued, outstanding and fully paid.

 

(i) Shares for business combinations, asset acquisitions and investment in associates

 

The Company issued the following shares for business combinations, asset acquisitions and investment in associates:

    Note   Number of
shares issued
  Share capital
              #       $  
Nine months ended March 31, 2019                        
Acquisition of MedReleaf     10 (a)     370,120,238       2,568,634  
Acquisition of Anandia     10 (b)     12,716,482       78,588  
Acquisition of Agropro and Borela     10 (c)     440,858       3,641  
Acquisition of ICC Labs     10 (d)     31,904,668       255,237  
Acquisition of Whistler     10 (e)     13,667,933       132,852  
Immaterial acquisitions     10 (f)     143,560       1,078  
Acquisition of intangible asset (1)     12       1,366,371       9,841  
              430,360,110       3,049,871  
(1) 756,348 common shares with a fair value of $4.5 million were issued for the acquisition of a license, and 610,023 common shares with a fair value of $5.4 million were issued for the acquisition of a license (Note 12).

 

    28  

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

(c) Share Purchase Warrants

 

Each whole warrant entitles the holder to purchase one common share of the Company. A summary of warrants outstanding is as follows:

    Warrants   Weighted average
exercise price
          #       $  
  Balance, June 30, 2018       7,142,578       3.81  
  Issued       18,891,628       9.23  
  Exercised       (1,605,189 )     5.34  
  Balance, March 31, 2019       24,429,017       7.90  

 

The following table summarizes the warrants outstanding as at March 31, 2019:

Exercise Price ($)   Expiry Date   Warrants (#)
  3.00 - 6.94     November 22, 2019 to November 2, 2020     8,394,920  
  9.37 - 9.65     January 31, 2020 - August 9, 2023     16,034,097  
              24,429,017  

 

Note 16 Share-Based Compensation

 

(a) Stock Options

 

A summary of the options outstanding is as follows:

    Stock
Options
  Weighted Average
Exercise Price
          #       $  
  Balance, June 30, 2018       28,156,119       5.36  
  Granted       55,227,788       7.90  
  Exercised (1)       (13,378,927 )     3.18  
  Forfeited       (2,319,236 )     8.09  
  Balance, March 31, 2019       67,685,744       7.77  

 

(1) The weighted average share price during the nine months ended March 31, 2019 was $9.92 (twelve months ended June 30, 2018 - $9.05).

 

The following table summarizes the stock options outstanding as at March 31, 2019:

Exercise Price ($)   Expiry Date   Options Outstanding (# )   Options Exercisable (#)
  0.30 - 6.99     May 23, 2020 - Jan 9, 2024     20,385,341       10,080,418  
  7.00 - 9.99     Dec 7, 2022 - Mar 5, 2024     18,921,480       1,621,550  
  10.13 - 13.63     Jan 10, 2023 - Mar 24, 2024     28,378,923       1,536,649  
              67,685,744       13,238,617  

The weighted average remaining contractual life of stock options outstanding as at March 31, 2019 is 4.23 years (June 30, 2018 - 4.13 years).

 

During the three and nine months ended March 31, 2019, the Company recorded aggregate share-based compensation expense of $29.6 million and $67.0 million (three and nine months ended March 31, 2018 - $14.7 million and $23.6 million) for all stock options granted and vested during the period. This expense is included in Share Based Compensation line on the Statement of Comprehensive (Loss) Income.

 

Included in both the three and nine months periods ended March 31, 2019 is share-based compensation expense of $9.6 million related to 19,961,754 stock options granted to the Company's strategic advisor, Nelson Peltz. These stock options are exercisable at $10.34 per share over seven years and vest ratably over a four year period on a quarterly basis, subject to accelerated vesting based on the occurrence of certain events. The Company has rebutted the presumption that the fair value of the services received can be estimated reliably due to the unique nature of the strategic advisor's services. As such, in accordance with IFRS 2 for share-based payments granted to non-employees, the Company has measured the fair value of the options indirectly by reference to the fair value of the equity instruments granted. The Company will continue to fair value the unvested options at each period until they are fully vested.

 

    29  

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

Stock options granted during the period were fair valued using the Black-Scholes option pricing model based on the following weighted average assumptions:

    Three Months
March 31, 2019
  Three Months
March 31, 2018
  Nine Months March 31, 2019   Nine Months March 31, 2018
Risk-Free Annual Interest Rate (1)     1.60 %     1.15 %     1.84 %     1.65 %
Expected Annual Dividend Yield     0 %     0 %     0 %     0 %
Expected Stock Price Volatility (2)     83.79 %     80.76 %     81.03 %     81.22 %
Expected Life of Options (Years) (3)     3.74       2.90       3.35       2.96  
Forfeiture Rate     1.29 %     3.95 %     1.92 %     4.48 %
Weighted average fair value of stock options granted   $ 7.05     $ 2.08     $ 4.80     $ 4.04  
(1) The risk-free rate is based on Canada government bonds with a remaining term equal to the expected life of the options.
(2) Volatility was estimated by using the average historical volatility of the Company.
(3) The expected life in years represents the period of time that options granted are expected to be outstandin g.

 

(b) Restricted share units ("RSUs")

 

A summary of the RSUs outstanding is as follows:

    RSUs   Weighted Average
Issue Price
      #       $  
Balance, June 30, 2018     2,150,000       3.29  
Issued     742,527       8.02  
Vested and exercised     (692,188 )     2.84  
Forfeited     (96,668 )     4.20  
Balance, March 31, 2019     2,103,671       5.06  

 

During the three and nine months ended March 31, 2019, the Company recorded share-based compensation of $1.2 million and $4.2 million (three and nine months ended March 31, 2018 - $1.2 million and $2.2 million) for RSUs granted and vested during the period. This expense is included in the Share Based Compensation line on the Statement of Comprehensive (Loss) Income.

 

Note 17 Loss Per Share

 

The following is a reconciliation of basic and diluted loss per share:

 

Basic and diluted loss per share

 

Three months ended

March 31, 2019

Three months ended

March 31, 2018

Nine months ended

March 31, 2019

Nine months ended

March 31, 2018

Net loss attributable to Aurora shareholders $ (158,354 ) $ (19,215 ) $ (290,644 ) $ (7,933 )
Weighted average number of common shares outstanding 1,003,033,932   478,918,568   943,442,650   427,180,423  
Basic and diluted loss per share $ (0.16 ) $ (0.04 ) $ (0.31 ) $ (0.02 )

 

Diluted loss per share is the same as basic loss per share since the issuance of any shares in connection with the exercise of stock options, warrants, restricted share units, deferred share units and the conversion of debentures would be anti-dilutive.

 

Note 18 Supplemental Cash Flow Information

 

The components of cash and cash equivalents are as follows:

  Mar 31, 2019 Mar 31, 2018
  $ $
Cash 346,662   231,023  
Restricted cash (i) 43,557    -  
Cash and cash equivalents 390,219   231,023  
(i) As part of the Company's Credit Agreement with the BMO (Note 14(a)), Aurora is required to reserve cash equal to two years of principal and interest payments. As at March 31, 2019, the Company had $43.6 million of cash reserved for such purposes. As at June 30, 2018, the Company held $13.4 million in restricted cash in a legal trust relating to an investment in a private company.

 

    30  

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

The breakdown of unrealized gains (losses) on financial instruments is as follows:

    Nine months ended
  Note March 31, 2019 March 31, 2018
    $ $
Unrealized gain on derivatives 5(b) (21 ) (28,862 )
Unrealized gain on marketable securities 5(a)  -   (16,293 )
Loss on changes in fair value of contingent consideration 21(b) 3,318    -  
Loss (gain) on changes in fair value of derivative liability 13(c) 101,521    -  
Gain on debt modification 14 (1,980 )  -  
Unrealized gains (losses) on financial instruments   102,838   (45,155 )

 

The changes in working capital are as follows:

    Nine months ended
    March 31, 2019 March 31, 2018
    $ $
GST recoverable   (11,987 ) (3,351 )
Accounts receivable   (26,138 ) (2,047 )
Biological assets   (25,855 ) 1,447  
Inventory   (5,968 ) (5,224 )
Prepaid and other current assets   (2,815 ) 356  
Accounts payable and accrued liabilities   22,438   (7,509 )
Income taxes payable   (8,658 ) 742  
Deferred revenue   (1,596 ) (182 )
Changes in non-cash working capital   (60,579 ) (15,768 )

 

Additional supplementary cash flow information is summarized as follows:

  Nine months ended
  March 31, 2019 March 31, 2018
  $ $
Property, plant and equipment in accounts payable 18,577   6,301  
Capitalized borrowing costs 8,362   3,998  
Interest paid 5,470   1,013  
Interest received 2,549   1,358  

 

Note 19 Commitments and Contingencies

 

(a) Claims and Litigation

 

From time to time, the Company and/or its subsidiaries may become defendants in legal actions and the Company intends to defend itself against all legal claims. Other than the claims described below, as of the date of this report, Aurora is not aware of any other material or significant claims against the Company.

 

On November 29, 2017, a claim was commenced against the Company regarding 300,000 stock options with an exercise price of $0.39 per share issued to a consultant pursuant to an agreement dated March 16, 2015. The agreement was terminated on March 8, 2016, and in accordance with the Company’s stock option plan, the unexercised options expired 90 days from the date of the termination of the agreement. The option holder is attempting to enforce exercise rights which the Company believes do not exist. The Company believes the action to be without merit and intends to defend this position. Examinations for discovery were completed in January 2019 and we continue to defend this claim. Due to the uncertainty of the timing and the amount of estimated future cash outflows, if any, relating to this claim, no provision had been recognized.

 

On October 3, 2018, a claim was commenced against the Company regarding the failure to supply product under an acquired subsidiary’s supply agreement. The plaintiff is seeking specific performance of the supply agreement and damages for breach of contract for approximately $22.0 million (#eu#14.7 million) plus legal costs. In accordance with the terms of the agreement, the Company had terminated the contract due to a breach by the plaintiff. The Company intends to defend its position. Due to the uncertainty of timing and the amount of estimated future cash outflows, if any, relating to this claim, no provision has been recognized.

 

    31  

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

(b) Other Commitments

 

Tikun Olam Ltd. (“Tikun Olam”)

 

In connection with the acquisition of MedReleaf (Note 10(a)), the Company acquired a license and distribution agreement with Tikun Olam for a term of 12 years (renewable for a further five-year period). The License Agreement grants the Company an exclusive license to use Tikun Olam’s intellectual property for the cultivation, processing, marketing, sale and commercialization of cannabis in Canada and New York State.

 

Under the License Agreement, the Company is subject to royalties on certain net revenues in connection with Tikun Olam’s intellectual property. Total royalties of $0.2 million and $0.6 million are included in sales and marketing expense for the three and nine months ended March 31, 2019, respectively. As of March 31, 2019, the Company included $1.1 million of royalty fees and applicable withholding taxes in accrued liabilities that are payable to or on behalf of Tikun Olam.

 

Other

 

In connection with the acquisition of MedReleaf (Note 10(a)), the Company has an obligation to purchase additional intangible assets on December 8, 2019 and December 8, 2020 through the issuance of common shares contingent on the seller meeting specified revenue targets. The agreed upon purchase price of each intangible asset is $3.3 million and $3.0 million, respectively.

 

Note 20 Segmented Information

Operating Segments   Cannabis   Horizontally Integrated Businesses   Corporate   Total
      $       $       $       $  
Three months ended March 31, 2019                                
Net revenue     62,575       2,570       —         65,145  
Gross profit     52,187       435       —         52,622  
Net loss     24,751       (6,700 )     (178,246 )     (160,195 )
                                 
Three months ended March 31, 2018                                
Net revenue     14,479       1,621       —         16,100  
Gross profit     8,063       (448 )     —         7,615  
Net loss     (3,417 )     (2,502 )     (14,876 )     (20,795 )
                                 
Nine months ended March 31, 2019                                
Net revenue     141,627       7,370       —         148,997  
Gross profit     92,151       663       —         92,814  
Net loss     (19,012 )     (11,759 )     (264,885 )     (295,656 )
                                 
Nine months ended March 31, 2018                                
Net revenue     33,375       2,674       —         36,049  
Gross profit     23,464       (552 )     —         22,912  
Net income (loss)     9,774       (3,911 )     (15,903 )     (10,040 )

 

    32  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

Geographical Segments   Canada   European Union   Other   Total
      $       $       $       $  
Non-current assets excluding financial instruments (1)                                
As at March 31, 2019     4,201,930       64,183       369,738       4,635,851  
As at June 30, 2018     1,509,645       32,225       —         1,541,870  
                                 
Three months ended March 31, 2019                                
Net revenue     60,673       3,144       1,328       65,145  
Gross profit     49,431       1,769       1,422       52,622  
                                 
Three months ended March 31, 2018                                
Net revenue     13,179       2,411       510       16,100  
Gross profit     7,391       880       (656 )     7,615  
                                 
Nine months ended March 31, 2019                                
Net revenue     136,310       9,876       2,811       148,997  
Gross profit     87,059       4,211       1,544       92,814  
                                 
Nine months ended March 31, 2018                                
Net revenue     29,197       6,129       723       36,049  
Gross profit     21,348       2,166       (602 )     22,912  
(1) Excludes derivative assets.

 

Note 21 Fair Value of Financial Instruments

 

Financial instruments are measured either at fair value or at amortized cost. The table below lists the valuation methods used to determine fair value of each financial instrument.

  Fair Value Method
Financial Instruments Measured at Fair Value  
Marketable securities Closing market price of common shares as of the measurement date (Level 1)
Derivatives Black-Scholes, Binomial, Monte-Carlo, FINCAD, and Kynex valuation model (Level 2 or Level 3)
Contingent consideration payable Discounted cash flow model (Level 3)
Financial Instruments Measured at Amortized Cost
Cash and cash equivalents, restricted cash, short-term investments, accounts receivable Carrying amount (approximates fair value due to short-term nature)
Accounts payable and accrued liabilities Carrying amount (approximates fair value due to short-term nature)
Convertible debentures, loans and borrowings Carrying value discounted at the effective interest rate which approximates fair value

 

The carrying values of the financial instruments at March 31, 2019 are summarized in the following table:

    Amortized cost   FVTPL   Designated FVTOCI   Total
      $       $       $       $  
Financial Assets                                
Cash and cash equivalents     346,662       —         —         346,662  
Restricted cash     43,557       —         —         43,557  
Short-term investments     1,243       —         —         1,243  
Accounts receivable excluding taxes receivable     53,509       —         —         53,509  
Marketable securities     —         —         187,263       187,263  
Derivative assets     —         102,009       —         102,009  
Financial Liabilities                             —    
Accounts payable and accrued liabilities     90,149       —         —         90,149  
Convertible debentures (1)     495,207       —         —         495,207  
Contingent consideration payable     —         30,546       —         30,546  
Loans and borrowings     143,893       —         —         143,893  
Derivative liability     —         270,749       —         270,749  

 

(1)     The fair value of convertible notes includes both the debt and equity components. See Note 13 for additional information.

 

    33  

 

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

(a)       Fair value hierarchy

 

The following is a summary of financial instruments measured at fair value segregated based on the various levels of inputs (Note 5):

    Level 1   Level 2   Level 3   Total
      $       $       $       $  
As at March 31, 2019                                
Marketable securities     185,403       —         1,860       187,263  
Derivative assets     —         79,129       22,880       102,009  
Contingent consideration payable     —         —         30,546       30,546  
Derivative liability     —         270,749       —         270,749  
                                 
As at June 30, 2018                                
Marketable securities     59,188       —         —         59,188  
Derivative assets     —         120,102       4,840       124,942  
Contingent consideration payable     —         —         21,333       21,333  

 

There have been no transfers between fair value categories during the year.

 

(b) Contingent consideration payable

 

The following is a continuity schedule of contingent consideration payable:

    BCNL UCI   CanvasRx   H2   Whistler
Note 10(e)
  Immaterial transactions   Total
Balance, June 30, 2018     1,242       5,884       14,207       —         —         21,333  
Additions     —         —         —         24,395       233       24,628  
Unrealized (gains) losses from changes in fair value     (575 )     901       2,772       112       108       3,318  
Payments     —         (3,356 )     (15,036 )     —         (341 )     (18,733 )
Balance, March 31, 2019     667       3,429       1,943       24,507       —         30,546  

 

The Company’s contingent consideration payable is measured at fair value based on unobservable inputs and is considered a level 3 financial instrument. The determination of the fair value of these liabilities is primarily driven by the Company’s expectations of the subsidiaries achieving certain milestones. The expected milestones were assigned probabilities and the expected related cash flows were discounted to derive the fair value of the contingent consideration. At March 31, 2019, the probability of achieving the milestones was estimated to be 100% and the discount rates were estimated to range between 5.73% and 36%. If the probabilities of achieving the milestones decreased by 10%, the estimated fair value of the contingent consideration would decrease by approximately $2.9 million (June 30, 2018 - $2.0 million). If the discount rates increased or decreased by 5%, the estimated fair value of contingent consideration would increase or decrease by approximately $0.5 million (June 30, 2018 - $0.4 million). If the expected timing of achievement is delayed by six months, the estimated fair value of contingent consideration would decrease by approximately $1.0 million (June 30, 2018 - $0.9 million).

 

Note 22 Financial Instruments Risk

 

The Company is exposed to a variety of financial instrument related risks. The Board mitigates these risks by assessing, monitoring and approving the Company’s risk management processes.

 

(a) Credit risk

 

Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is moderately exposed to credit risk from its cash and cash equivalents, restricted cash, trade and other receivables and short-term GIC investments. The risk exposure is limited to their carrying amounts reflected on the statement of financial position. The risk for cash and cash equivalents and restricted cash is mitigated by holding these instruments with highly rated Canadian financial institutions. As the Company does not invest in asset-backed deposits or investments, it does not expect any credit losses. The Company periodically assesses the quality of its investments and is satisfied with the credit rating of the financial institutions and the investment grade of its GICs. Trade and other receivables primarily consist of trade accounts receivable and goods and services taxes (“GST”) recoverable. The Company provides credit to certain customers in the normal course of business and has an established credit evaluation and monitoring processes to mitigate credit risk. Risk is, however, limited given that majority of medical sales are transacted with credit cards and the majority of consumer sales are transacted with governmental bodies.

 

    34  

 

AURORA CANNABIS INC.

Notes to the Condensed Consolidated Interim Financial Statements

Three and nine months ended March 31, 2019 and 2018

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

 

 

The Company’s aging of receivables for the respective periods is as follows:

  March 31, 2019 June 30, 2018
  $ $
0 - 60 days 54,086   13,569  
61 - 120 days 17,174   1,527  
  71,260   15,096  

 

(b) Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure. On August 29, 2018, the Company secured a $200.0 million debt facility with BMO of which $148.1 million was drawn at March 31, 2019 (Note 14).The Company also has a $1.6 million letter of credit outstanding under Facility A. In addition, on January 24, 2019, the Company issued $460.6 million (US$345.0 million) in aggregate principal amount of Senior Notes (Note 13(c)). The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to settle obligations and liabilities when they come due.

 

In addition to the commitments outlined in Note 19, the Company has the following gross contractual obligations, which are expected to be payable in the respective periods highlighted below:

  Total <1 year 1 - 3 years 3 -5 years > 5 years
  $ $ $ $ $
Accounts payable and accrued liabilities 90,149   90,149    -    -    -  
Convertible debentures and interest (1) 825,853   265,557   50,713   509,583    -  
Loans and borrowings (2) 166,528   21,152   145,060   316    -  
Contingent consideration payable 66,044   50,937   15,007   100    -  
Office lease 69,522   7,660   14,376   14,341   33,145  
Capital projects 357,162   293,762   63,400    -    -  
  1,575,258   729,217   288,556   524,340   33,145  
(1) Assumes the principal balance of the convertible debentures outstanding at March 31, 2019 remains unconverted and includes the estimated interest payable until the maturity date.
(2) Includes interest payable until maturity date.

 

Note 23 Subsequent Events

 

Business Acquisitions

 

(a) On April 16, 2019, the Company entered into a binding letter agreement (the "Letter Agreement") with Hempco to acquire all of the issued and outstanding shares of Hempco not already owned by Aurora. Under the terms of the Letter Agreement, Aurora has agreed to pay $1.04 per Hempco share, which is payable in Aurora's shares at a deemed value of $12.01 per share based on the five day VWAP immediately prior to the date of the Letter Agreement (the "Transaction"), reflecting a valuation of approximately C$63.4 million on a fully diluted basis. The consummation of the Transaction is subject to various conditions, including but not limited to, the approval of Hempco's shareholders. The Transaction is expected to be completed in the second quarter of fiscal 2020.

 

(b) On April 24, 2019, the Company completed the acquisition of 100% of Chemi Pharmaceutical Inc. ("Chemi"), a privately-held, Ontario-based laboratory specialized in providing analytic services to pharmaceutical and cannabis industries. The Company acquired all the issued and outstanding shares of Chemi in exchange for 83,299 common shares of Aurora issued at closing and 41,649 common shares payable upon achievement of certain Chemi milestones.

 

Investments

 

On April 26, 2019, the Company the Company completed a $10 million equity investment in EnWave Corporation ("Enwave"), a publicly-traded, Vancouver-based advanced technology company. The Company acquired 5,302,227 common shares, or approximately 4.91%, of EnWave at a deemed price of $1.89 per share in exchange for 840,576 common shares of Aurora at a deemed price of $11.90 per share based on the five day VWAP immediately prior to and including April 22, 2019.

 

 

 

    35  

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management Discussion & Analysis

Table of Contents

Business Overview 15
Strategy 15
Summary of Recent Historical Quarterly Results 17
Overview of Key Quarterly Financial and Operating Results 18
Financial Highlights 18
Key Developments During the Three Month Period Ended March 31, 2019 20
Key Developments Subsequent to March 31, 2019 22
Financial Results 23
Liquidity and Capital Resources 29
Related Party Transactions 31
Accounting Estimates 32
New or Amended Standards Effective July 1, 2018 32
Recent Accounting Pronouncements 34
Financial Instruments 34
Financial Instruments Risk 36
Summary of Outstanding Share Data 37
Historical Quarterly Results 38
Risk Factors 39
Internal Controls over Financial Reporting 40
Cautionary Statement Regarding Forward-Looking Statements 40

Cautionary Statement Regarding Certain Performance Measures   

41
   
   
   
   
14

Aurora Cannabis Inc.

Q3 2019 MD&A

 

Management's Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations for the Three and Nine Months Ended March 31, 2019

 

This MD&A should be read in conjunction with the condensed consolidated interim financial statements of Aurora Cannabis Inc. ("Aurora" or the "Company") for the three and nine months ended March 31, 2019 and the related notes thereto, which have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting (“IAS 34”) of International Financial Reporting Standards (“IFRS”). All figures are presented in thousands of Canadian dollars unless otherwise indicated. This MD&A has been prepared as of May 13, 2019 pursuant to the MD&A disclosure requirements under National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”) of the Canadian Securities Administrators ("CSA"). Under the U.S./Canada Multijurisdictional Disclosure System, we are permitted to prepare the MD&A in accordance with Canadian disclosure requirements which may differ from U.S. disclosure requirements.

 

This MD&A, consolidated interim financial statements and the Company’s most recent annual audited consolidated financial statements, annual information form (“AIF”) and press releases have been filed in Canada on SEDAR at www.sedar.com and in the United States on EDGAR at www.sec.gov/edgar . Additional information can also be found on the Company's website at www.auroramj.com .

 

Business Overview

 

Aurora was incorporated under the Business Corporations Act ( British Columbia) on December 21, 2006 as Milk Capital Corp. On September 3, 2010, the Company changed its name to Prescient Mining Corp. Effective October 2, 2014, the Company changed its name to Aurora Cannabis Inc. The Company’s shares are listed on the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX") under the trading symbol “ACB”, and on the Frankfurt Stock Exchange ("FSE") under the trading symbol “21P”.

 

The Company's head office and principal address is Suite 500 - 10355 Jasper Avenue, Edmonton, Alberta, Canada, T5J 1Y6. The Company’s registered and records office address is Suite 1500 - 1055 West Georgia Street, Vancouver, BC V6E 4N7.

 

Aurora is one of the world's largest and fastest growing cannabis companies, with multiple subsidiaries and strategic partnerships that provide differentiation in terms of geographic reach, production, technology, and product offerings.

 

With a growing number of countries beginning to adopt and develop medical cannabis legislation, the Company has embarked on an international expansion strategy, which includes business prospects and investments in Germany, Denmark, Italy, Poland, Australia, Cayman Islands, Malta, Lithuania, Uruguay and Colombia.

 

The Company’s principal business is the production, distribution and sale of cannabis products in Canada and internationally. Aurora currently conducts the following key business activities in the countries listed below:

Production, distribution and sale of medical and consumer market cannabis products in Canada pursuant to the Cannabis Act;
Distribution of wholesale medical cannabis in the European Union ("EU") pursuant to the German Medicinal Products Act and German Narcotic Drugs Act;
Production of medical cannabis in Denmark pursuant to the Danish Medicines Act; and
Production and distribution of cannabis in Uruguay pursuant to Law N° 19,172 Cannabis and its derivatives: state control and regulation of the importation, production, acquisition, storage, marketing and distribution.

 

Through recent acquisitions, the Company has expanded its business to include research and development, and the production and sale of hemp related products.

 

Aurora does not engage in any federally illegal U.S. cannabis-related activities. While the Company previously held an interest in a U.S. based company, Australis Holdings LLP (“Australis Holdings” or “AHL”), AHL did not engage in any cannabis-related activities for the periods presented. AHL was spun-out to Aurora shareholders as part of the Australis Capital Inc. spin-out transaction completed on September 19, 2018.

 

Strategy

 

We believe the global cannabis market is a rapidly developing business opportunity that comes along once in a generation. There is a transformational wave sweeping the globe, offering the potential to positively and significantly impact the lives of millions of people worldwide on a medical basis. There is also a significant amount of growing global support for the legalization of the adult consumer usage market.

 

Aurora competes globally in all significant markets where cannabis is federally legal and is currently a leader in the Canadian, European, Australian and Latin American markets with a strong first and early mover advantage. Our strategy includes controlling and driving down operating costs across the entire value chain; producing high-quality cannabis at a world-leading scale; a keen commitment to science and technology; a pledge to place Canadian and global medical patients as our first priority; a prudent but aggressive deployment of capital and talent to identify, develop and win new markets; and finally, being the employer and partner of choice in the global cannabis industry.

 

15

Aurora Cannabis Inc.

Q3 2019 MD&A

 

 

Our strategy rests on the following foundational convictions and competitive advantages:

 

Cultivation

 

Cultivation is of critical importance. Our "Sky Class" production facilities are completely contained, environmentally-controlled, and are state of the art. Complete environmental control allows us to influence the variables that lead to consistent production, optimal yields, and greatly reduce the risk of crop losses. Our facilities produce quality cannabis at massive scale, with significant automation and precision control resulting in ultra-low costs and reliable, consistent crops and yields. We believe these factors are critically important in the development of global brands and a strong reputation with governments and consumers world-wide. Furthermore, we believe that there will be a significant shortage of regulated, quality-controlled cannabis. With the industry at such an early stage, well-controlled, quality supply chains do not exist at the scale required globally. We are, therefore, focused on building, operating and replicating our world-class scalable production facilities.

 

Strong, Healthy Margins

 

With ultra-low production costs comes the ability to maintain strong, healthy gross margins in a value-added supply and demand environment. As many other producers become economically unviable, controlled costs will allow us to continue to have low cost inputs for current and future value-added products.

 

Scale and Global Reach

 

We have industry-leading cultivation scale, with 15 facilities in production or under construction in Canada and elsewhere around the globe. Our facilities under construction are expected to meet EU Good Manufacturing Practice ("GMP") standards. Currently three of our facilities and operations are certified to this high standard, with more certifications in progress. This is the key regulatory barrier to entry in EU countries and the EU GMP certification is developing as the defacto standard globally. Aurora is one of the few companies in the world who can compete in the cannabis industry on an international basis. We have a significant global footprint operating currently on 5 continents and in 24 countries. Our "boots on the ground" strategy has resulted in the expansion of our workforce to over 2,400 employees. Our global expansion strategy is sound and responsible.

 

Science

 

We are a science-driven cannabis company. With over 40 PhDs and MScs on staff, we are world leaders in cannabis breeding and genetics, leading to more efficient growing cycles, production yield enhancements and disease resistant strains. Much of this work may be protected as intellectual property. Aurora also has over 40 clinical studies and trials completed or underway that generate data and research papers that will support evidence-based decisions by doctors, prescribers, reimbursement agencies, and government policy makers. Furthermore, we believe we have one of the leading product development teams in the industry. Through our innovation, we have been able to introduce new products under existing regulations and are actively developing the next generation of products that will be in demand for both the medical and consumer markets.

 

Strategic Partnering

 

Cannabis is a unique substance that has the potential to both complement and disrupt a number of major industries. We believe that large, established leaders in mature industries have a role to play in the development of our industry and we intend to continue exploring these potential strategic relationships as effectively as possible. To realize this potential, we have accelerated the development of our capabilities and reach through a rational approach to building and structuring our operations across the entire value chain. With more than 15 strategic and targeted acquisitions from August 2016 to March 2019, we believe that Aurora is uniquely positioned to leverage its strategic assets and diversified corporate structure to potentially collaborate with several partners in completely independent business verticals to complement our abilities and accelerate our growth even further.

 

Medical Commitment

 

Aurora has a strong commitment to our medical patients in Canada and globally. We have over 77,000 active medical patients in Canada and are rapidly increasing our patient base. With our footprint in the EU and Latin American countries, we expect the growth of our global medical cannabis business to accelerate significantly over the next quarters and years. We currently believe that Aurora has a leading market share in Europe and Latin America.

 

Maturing Capital Structure

 

Building a leading global cannabis company that is sustainable for the long term requires a significant investment of capital. The rapid maturation of our company over the last year has provided us with the opportunity to move away from the traditional and more dilutive financing methods still prevalent in the industry. More debt and debt-like instruments have been secured to support our continued growth and capital needs. This serves to drive down our cost of capital, minimize dilution of our share pool, and provide additional validation of the quality and size of our production facilities and global business plans.

 

We are grateful to the many retail shareholders who have supported us. It is also important that we continue to grow and attract larger institutional shareholders as part of Aurora's story, to support our long term vision and seek to achieve lower volatility of Aurora’s share prices in the capital markets.

 

16

Aurora Cannabis Inc.

Q3 2019 MD&A

 

 

Path to Profitability

 

With our increased availability of supply and broad global reach, Aurora is well on its way to near term profitability and the shift to a strong cash flow position. Based on currently planted, regulator approved, cultivation rooms, Aurora is on track to harvest and dry in excess of 25,000 kilograms of high-quality cannabis in the quarter ended June 30, 2019, with additional production through the remainder of the calendar year as Sky and Bradford achieve optimal production levels. With additional capacity coming onstream over the next 12 to 18 months, product availability will continue to increase materially.

 

In addition to world leading science, supply and scale, Aurora has a high margin advantage that we expect will drive profitability and cash flows for many years to come. Long term, sustainable high margins will result from:

 

Maximizing our average selling price through:

 

Leadership in key international markets, which provide opportunities for higher margin options (medical, new products);
Full margin capture in Europe and Latin America by owning distribution channels directly; and
Commitment to scientific research and product development, resulting in new higher margin products being introduced and development of intellectual property.

 

Thus driving down overall production per gram cash costs through:

 

Commitment to scientific research and technology resulting in increasing yields through genetics, low per gram operating costs from world-class automation, and replicable large-scale pharmaceutical grade production; and
Leveraging massive scale to spread costs over a large volume of production.

 

Summary of Recent Historical Quarterly Results

  Q3 2019 Q2 2019 Q1 2019 Q4 2018
Financial Results        
Gross revenue $ 75,238   $ 62,000   $ 29,674   $ 19,147  
Net revenue (1) (3a) $ 65,145   $ 54,178   $ 29,674   $ 19,147  
Gross margin before fair value adjustments on medical cannabis net revenue (2) (3b) 60 % 59 % 70 % 74 %
Gross margin before fair value adjustments on consumer cannabis net revenue (2) (3b) 50 % 47 % 68 % NA
Adjusted EBITDA (3d) $ (36,617 ) $ (45,524 ) $ (67,884 ) $ (32,858 )
(Loss) earnings attributable to common shareholders $ (158,354 ) $ (237,752 ) $ 105,462   $ 79,868  
         
Balance Sheet        
Working capital $ 469,729   $ 274,629   $ 548,446   $ 144,533  
Cannabis inventory and biological assets (4) $ 118,023   $ 79,924   $ 75,944   $ 39,602  
Total assets $ 5,549,780   $ 4,875,884   $ 4,955,361   $ 1,886,510  
         
Operational Results - Cannabis        
Cash cost of sales per gram of dried sold (3c) $ 2.05   $ 2.60   $ 1.90   $ 1.87  
Cash cost to produce per gram of dried sold (3c) $ 1.42   $ 1.92   $ 1.45   $ 1.70  
Active registered patients 77,136 73,579 67,484 43,308
Average net selling price per gram (2) $ 6.40   $ 6.80   $ 9.19   $ 9.20  
Average net selling price per gram of medical cannabis (2) $ 7.73   $ 8.14   $ 9.28   $ 9.20  
Average net selling price per gram of consumer cannabis (2) $ 5.48   $ 5.67   $ 6.58   NA
Kilograms produced 15,590 7,822 4,996 2,212
Kilograms sold 9,160 6,999 2,676 1,617
(1) Net revenue represents our total gross revenue exclusive of excise taxes levied by the Canada Revenue Agency ("CRA") on the sale of medical and recreational cannabis products effective October 17, 2018.
(2) These terms are defined in the " Historical Quarterly Results " section of this MD&A
(3) Refer to the following sections for reconciliation of non-GAAP measures to the IFRS equivalent measure:
a. Refer to the " Revenue " section below for a reconciliation of cannabis net revenue to the IFRS equivalent.
b. Refer “ Gross Margin ” section for reconciliation to the IFRS equivalent.
c. Refer to “ Cash Cost of Sales of Dried Cannabis and Cash Cost to Produce Dried Cannabis Sold - Aurora Produced Cannabis ” section for reconciliation to IFRS.
d. Refer to " Adjusted EBITDA" section for reconciliation to the IFRS equivalent.
(4) Represents total biological assets and cannabis inventory, exclusive of merchandise, accessories, supplies and consumables.

 

17

Aurora Cannabis Inc.

Q3 2019 MD&A

 

Overview of Key Quarterly Financial and Operating Results

($ thousands) Q3 2019 Q2 2019 % Change Q3 2018 % Change
Financial Results          
Gross revenue $ 75,238   $ 62,000   21 % $ 16,100   367 %
Net revenue (1) $ 65,145   $ 54,178   20 % $ 16,100   305 %
Cannabis net revenue (1) $ 58,652   $ 47,577   23 % $ 10,810   443 %
Gross margin before fair value adjustments on cannabis net revenue (1) 55 % 54 % 1 % 59 % (4 )%
Gross margin before fair value adjustments on medical cannabis net revenue (1) 60 % 59 % 1 % 59 % 1 %
Gross margin before fair value adjustments on consumer cannabis net revenue (1) 50 % 47 % 3 % NA NA
Selling, general and administration expense $ 67,104   $ 66,362   1 % $ 15,727   327 %
Adjusted EBITDA (1) $ (36,617 ) $ (45,524 ) 20 % $ (12,904 ) 184 %
(Loss) earnings attributable to common shareholders $ (158,354 ) $ (237,752 ) 33 % $ (19,215 ) 724 %
           
Balance Sheet          
Working capital $ 469,729   $ 274,629   71 % $ 338,476   39 %
Cannabis inventory and biological assets (1) $ 118,023   $ 79,924   48 % $ 28,478   314 %
Total assets $ 5,549,780   $ 4,875,884   14 % $ 1,671,400   232 %
           
Operational Results - Cannabis          
Cash cost to produce per gram of dried sold (1) $ 1.42   $ 1.92   (26 )% $ 1.53   (7 )%
Active registered patients 77,136   73,579   5 % 45,776   69 %
Average net selling price per gram (1) $ 6.40   $ 6.80   (6 )% $ 7.99   (20 )%
Average net selling price per gram of dried cannabis (1) $ 5.86   $ 6.23   (6 )% $ 7.30   (20 )%
Average net selling price per gram of cannabis extracts (1) $ 11.01   $ 10.00   10 % $ 12.83   (14 )%
Average net selling price per gram of medical cannabis (1) $ 7.73   $ 8.14   (5 )% $ 7.99   (3 )%
Average net selling price per gram of consumer cannabis (1) $ 5.48   $ 5.67   (3 )% NA NA
Kilograms produced 15,590   7,822   99 % 1,206   1,193 %
Kilograms sold 9,160   6,999   31 % 1,353   577 %
(1) These terms are defined in the " Historical Quarterly Results " section of this MD&A.

 

Financial Highlights

 

Revenue

 

During the three months ended March 31, 2019 (“Q3 2019”), consolidated net revenues were $65.1 million compared to $54.2 million in the prior quarter. The 20% quarter-over-quarter growth resulted predominantly from a $8.0 million, or 37%, increase in our consumer market cannabis sales, which was fueled by additional production capacity and available supply from our Aurora Sky, MedReleaf Markham and Bradford facilities. As we continue to scale up our production capacity, we are also focused on initiatives to reduce our manufacturing constraints and timelines as we scale up our manufacturing capabilities to meet market demand.

 

During Q3 2019, our Canadian medical cannabis sales increased by $1.9 million or 8%. Our current patient base has increased to approximately 77,000 patients. While our medical cannabis sales were relatively stable, our gross margins continue to be negatively impacted by excise taxes levied on the sale of cannabis products. Given our patient-first commitment and belief that medical cannabis should not be subject to excise tax, we do not bill the cost of these excise taxes back to our medical cannabis patients. As a result, excise taxes negatively impacted our Canadian medical cannabis net revenues and gross margins by $3.0 million and 4%, respectively. Excluding the impact of these excise taxes, Canadian medical cannabis net revenue and gross margin would have been $28.0 million and 65%.

 

During Q3 2019, our international cannabis sales grew to $4.0 million from $2.9 million in the prior quarter, a 38% increase. While we continue to expand our business into international markets, we have faced supply shortages for export. We expect that our ability to allocate more product to international markets in 2019 will increase significantly as more facilities receive EU GMP certification and domestic needs are met by increased production from our Aurora Sky and MedReleaf Bradford facilities.

 

Oil and extract-based sales comprised 18% of total net cannabis sales during Q3 2019, which represents a 4% decrease from the prior quarter. During Q3 2019, the volume of our oil and extract-based sales continued to be negatively impacted by our oil extraction capacity constraints coupled with increasing production and sale of our other cannabis products. Although Health Canada recently licensed our high-throughput extraction partner, Radient Technologies Inc. (“Radient”), we are currently working with them on preparation, testing and setup activities. Once extraction activities are fully initiated and this capacity constraint is removed, we expect our oil and extract-based sales to increase, expected in fiscal Q1 2020. We also expect that the demand for these products will increase as the Canadian consumer market evolves. Aurora will also continue to develop and offer new extract-based products to expand its portfolio as new regulations in Canada and internationally legalize these products.

18

Aurora Cannabis Inc.

Q3 2019 MD&A

 

 

 

The average net selling price of cannabis decreased by $0.40 per gram and gram equivalent over the prior quarter from $6.80 for the three months ended December 31, 2018 to $6.40 for the three months ended March 31, 2019. This was primarily attributable to 48% volume increase in our consumer market dried cannabis sales, which is subject to a lower wholesale pricing structure through provincial bodies, as well as the continuing negative impact of excise taxes on net revenues. The decrease was offset by an increase in average selling price for cannabis sold in the EU.

 

Going forward, we expect Canadian consumer market sales to contribute lower average net selling prices per gram equivalent of cannabis than those from the Canadian medical and European medical markets. We remain focused on ramping up growth and supply to the Canadian and international medical markets and will continue to introduce higher margin products, such as softgel capsules and pre-rolls, into our product portfolio. New regulations under the Cannabis Act are expected to be in place by the end of calendar 2019 which will permit the sale of higher value, in-demand products such as vape pens, edibles, and other derivatives.

 

Production

 

In Q3 2019, Aurora produced 15,590 kilograms of cannabis as compared to 7,822 kilograms in the prior quarter. The 99% increase in production output was primarily due to the production capacity added by Aurora Sky and MedReleaf’s Markham and Bradford facilities.

 

The construction of Aurora Sky was substantially completed in January 2019 and the facility is now operating at full capacity. Based on the current production run rate, Aurora will have in excess of 25,000 kilograms of product harvested and dried during Q4 2019. Aurora defines production capacity as representing the capacity of all planted rooms approved by Health Canada for sales, taking into account anticipated harvests at maturity, annualized for the following twelve-month period, and based on a targeted historical yield per plant. Our current production capacity is 150,000 kilograms annually and is expected to reach 625,000 kilograms on an annual basis by December 31, 2020.

 

Aurora continues to construct purpose-built facilities with a strong focus on producing a consistent supply of quality, low-cost product to meet market demand. We also remain committed to establishing, expanding and securing significant market share in the Canadian and International medical market and Canadian consumer market, which was legalized effective October 17, 2018 pursuant to the Cannabis Act.

 

Cash Cost to Produce

 

Cash cost to produce per gram of dried cannabis decreased to $1.42 per gram and gram equivalent, down $0.50 from the previous quarter. The decline in our production cash cost per gram is primarily due to the increase in production volumes and higher plant yields, which has resulted in significant economies of scale on labour, utility, maintenance and other overhead costs. In addition, the prior quarter’s production cash cost per gram was burdened by initial operating inefficiencies; which resulted in higher labour, inventory management and distribution costs to meet initial demand upon legalization of the Canadian consumer market. Future production costs are expected to decrease further as Aurora Sky realizes additional economies of scale from technology improvements, operating efficiencies and scientific yield expertise, which will be exploited across all Aurora facilities. Management continues to expect that cash costs to produce a gram of cannabis at a “Sky Class” facility will trend well below $1.00 per gram.

 

Our gross margin on cannabis net revenue remained steady at 55% in the current quarter as compared to 54% in the previous quarter. Economies of scale were realized with the ramp up of Aurora Sky. These improvements were offset by lower average net selling prices resulting from the 42% volume increase in our consumer market cannabis sales, which is subject to a lower wholesale pricing structure through provincial bodies. Gross margin for medical extracts and consumer extracts were in the mid-60% range, while gross margin on medical dried was at 59%. Dried cannabis sold into the Canadian consumer system currently returns gross margins in the high 40% range. Overall gross margins for Aurora are expected to continue to improve through the introduction of new product lines in the next stage of the Canadian consumer market, the continued expansion of extraction capacity, growth in international sales, and declining production costs per gram as scale efficiencies are fully realized.

 

Selling, General and Administration ("SG&A")

 

Although Aurora continues to invest in infrastructure and talent required to maintain a first-mover advantage for opportunities in the Canadian and international medical cannabis markets and the Canadian consumer market, much of the infrastructure required to operate effectively in the Canadian market, and as a public company, is in place. During Q3 2019, SG&A expenses remained relatively flat as compared to the prior quarter with a net increase of $0.7 million or 1%. The increase was predominantly due to higher headcount, public company costs, professional fees and general operating expenses; which was offset by an overall decrease in sales and marketing costs which were related in the prior quarter to the ramp up to legalization of the consumer market in October 2018.

 

Impairment Charges

 

During Q3 2019, we recognized a $3.9 million goodwill impairment charge and a $1.1 million intangible asset impairment charge related to certain assets that support the production and sale of indoor home cultivation systems. Given that the revenue associated with such indoor home cultivation systems has not been growing at the rate expected upon the acquisition of these assets, the carrying value of the assets which support the business is not likely to be recoverable from future related cash flows. As a result, we recorded the impairment charges described above.

19

Aurora Cannabis Inc.

Q3 2019 MD&A

 

 

 

During the three months ended March 31, 2019 the Company recognized an intangible asset impairment charge of $4.0 million pertaining to certain permits and licenses, held within the cannabis operating segment, due to the decline in the estimated recoverable amount of the asset.

 

Adjusted EBITDA

 

The Company defines adjusted EBITDA as net income (loss) excluding interest income (expense), accretion, income taxes, depreciation, amortization, changes in fair value of inventory sold, changes in fair value of biological assets, share-based compensation, changes in fair value of financial instruments, gains and losses on deemed disposal, and non-cash impairment of equity investments, goodwill and intangible assets.

 

During the three months ended March 31, 2019, adjusted EBITDA loss decreased to $(36.6) million as compared to $(45.5) million in prior quarter. The $8.9 million or 20% decrease was attributable to a $7.9 million increase in gross profit before fair value adjustments and a $1.1 million decrease in SG&A, acquisition costs and research and development expenses. The Company expects adjusted EBITDA to continue to improve due to higher sales, improved gross margins through economies of scale, and contained SG&A growth. For fiscal Q4 2019, the Company is targeting to achieve positive adjusted EBITDA.

 

Other

 

On January 24, 2019, we issued $460.6 million (US$345.0 million) of convertible Senior Notes due 2024 (“Senior Notes”). The Senior Notes are unsecured, mature on February 28, 2024 and bear interest semi-annually at 5.5% per annum. The initial conversion rate is 138.37 common shares per US$1,000 principal amount of Senior Notes, which is equivalent to an initial conversion price of approximately US $7.23 per common share. We incurred $14.5 million of transaction fees in connection with the issuance of the Senior Notes. Of the $446.1 million total net proceeds received, $276.9 million was allocated to the Senior Notes after $169.2 million was allocated to the equity conversion option based on its fair value.

 

As at March 31, 2019, the equity conversion option was re-measured with a fair value of $270.7 million and we recorded a $101.5 million unrealized loss during the three months ended March 31, 2019. The increase in the fair value of the equity conversion option was primarily driven by the rise in Aurora’s stock price between January 24, 2019 and March 31, 2019. During Q3 2019, we accrued interest expense of $4.6 million on these Senior Notes.

 

Given the level of volatility in the entire cannabis sector, Aurora’s derivative assets and liabilities are subject to non-cash impacts and swings in their fair values. During the three months ended March 31, 2019, Aurora recognized unrealized fair value gains on its derivative assets of $32.9 million as compared to unrealized fair value losses of $119.9 million in the prior quarter. These non-cash fair value adjustments resulted in a decrease to the net loss during the three months ended March 31, 2019.

 

On March 1, 2019, we completed our acquisition of Whistler Medical Marijuana Corporation ("Whistler"). Located in Whistler, British Colombia, Whistler has developed one of Canada's most iconic cannabis brands, built on quality and award-winning, organic certified BC flower. We recognized approximately $139.9 million in intangible assets and goodwill upon the completion of the acquisition. The Whistler acquisition is expected to provide us with a suite of premium and differentiated organic certified products to expand our medical and consumer use offerings. Aurora intends to EU GMP certify Whistler's production facilities and utilize its international distribution networks to pursue additional export opportunities.

 

Key Developments During the Three Month Period Ended March 31, 2019

 

Acquisitions

 

Aurora is building a diversified and vertically integrated company to seize the opportunity to establish a deep footprint in the global cannabis markets. During the quarter ending March 31, 2019, the Company continued to gain significant first-mover advantages in global markets through several strategic acquisitions and investment opportunities.

 

a) Acquisition of Whistler

On March 1, 2019, the Company acquired all of the issued and outstanding shares of privately held Whistler. The Company paid total consideration of $158.1 million comprised of 13,460,833 common shares with a fair value of $130.8 million, $2.9 million for the settlement of a pre-existing loan and contingent consideration of $24.4 million.

 

Whistler has developed a strong reputation with patients and consumers alike for providing premium quality cannabis products. Founded in 2013, Whistler was the first licensed producer to obtain organic certification and sell a full suite of organic certified cannabis products. Whistler operates two indoor licensed production facilities with an anticipated combined production capacity of over 5,000 kilograms per year once at full capacity, which is expected to occur in the summer of 2019.

 

b) Future Acquisition of 51% Interest in Gaia Pharma Lda. ("Gaia")

In February 2019, the Company announced that it had agreed to terms to acquire a 51% ownership interest in Gaia, a license applicant in Portugal, to establish a local facility to produce medical cannabis and derivative products. Gaia received approval of its application to construct an EU GMP compliant cannabis cultivation facility which will be conducted in phases, with the first phase expected to be completed in the third calendar quarter of 2020. Upon completion, the first phase of the facility is expected to have a production capacity of approximately 2,000 kilograms per annum, growing to 4,000 kilograms per annum upon completion of the second phase.

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Aurora Cannabis Inc.

Q3 2019 MD&A

 

 

 

 

Strategic Investments and Alliances

 

a) Partial Disposition of Common Shares of The Green Organic Dutchman Holdings Ltd. ("TGOD")

In January 2019, the Company sold 4,500,000 common shares of TGOD for gross proceeds of $11.5 million. Following the disposition, Aurora currently holds 28,833,334 common shares representing approximately 10.7% of TGOD's issued and outstanding shares.

 

b) Appointment of Nelson Peltz as a Strategic Advisor

In March 2019, the Company appointed Nelson Peltz as a strategic advisor. Mr. Peltz and Aurora are working collaboratively and strategically to explore potential partnerships that would be the optimal strategic fit for successful entry into each of Aurora's contemplated market segments. Mr. Peltz is also advising on the Company's global expansion strategy. Services are being provided to Aurora through 280 Park ACI Holdings, LLC (the "Senior Advisor").

 

In consideration for the services, the Company granted stock options to purchase 19,961,754 of our common shares at $10.34 per share. The options vest ratably over a four-year period on a quarterly basis, subject to accelerated vesting based on the occurrence of certain specified events , which include the consummation of certain defined transactions, and the closing price of Aurora's common shares being at least $31.02 and additionally $41.36 for a specified number of trading days. The Senior Advisor may exercise any portion of the Option that has vested on or prior to the seventh anniversary of the date of grant.

 

Facility Licensing and Expansion

 

a) Construction of Aurora Polaris

On February 12, 2019, the Company announced that it is constructing Aurora Polaris, a 300,000 square foot expansion at the Edmonton International Airport immediately adjacent to Aurora Sky. The new facility will be EU GMP compliant and is intended to serve as Aurora's centre of excellence for the industrial-scale production of higher margin, value added products. Construction of the facility is anticipated to be completed in late 2019. Aurora Polaris will allow for enhanced capabilities for the Company’s logistics and warehousing needs required to serve ever increasing global requirements.  The facility is designed to include additional research and development space.

 

b) Sales License for Aurora Sky and MedReleaf Bradford Facilities

On February 25, 2019, the Company announced that both its Aurora Sky and MedReleaf Bradford facilities are now fully licensed by Health Canada for the production and sale of cannabis and cannabis derivative products. Together, the facilities add over 128,000 kilograms in annual production capacity resulting in significant increases in product availability across our domestic and international markets over the coming months.

 

International Expansion

 

a) Commercial Export of Cannabis Oil to the United Kingdom ("UK")

In February 2019, the Company announced that it had completed its first commercial export of cannabis oil to the UK and the product has been successfully dispensed from a pharmacy. Authorities there recently granted the Company approval for its first shipment of medical cannabis into the UK from Canada under its new legal framework that came into effect on November 1, 2018.

 

b) Commencement of Cannabis Oil Sales to German Pharmacies

In March 2019, the Company commenced sales of cannabis oils to German pharmacies following receipt of all necessary approvals from the Canadian and German regulatory authorities. "Pedanios 5/1" drops have become the first extract derived oil product compliant with the German monograph for in-pharmacy preparation.

 

As one of a few companies able to sell oils internationally in this rapidly growing market, Aurora is well positioned to establish brand leadership in the European derivatives market. As our global production capacity continues to ramp up, we will be able to strategically allocate more product from our EU GMP certified cultivation facilities to this higher margin market.

 

Financing Activities

 

a) Convertible Senior Notes

On January 24, 2019, the Company issued US$345.0 million in aggregate principal amount of Senior Notes due 2024, which included a US$45.0 million over-allotment by the initial purchasers. The Senior Notes were issued at par value.

 

The Senior Notes are unsecured, mature on February 28, 2024 and bear cash interest semi-annually at a rate of 5.5% per annum. The initial conversion rate for the Senior Notes is 138.37 common shares per US$1,000 principal amount of Senior Notes, equivalent to an initial conversion price of approximately US$7.23 per common share. The initial conversion rate represents a premium of approximately 10.0% to the January 17, 2019 common share closing sale price on the NYSE and is subject to adjustment in certain events.

 

On and after February 28, 2022 and prior to February 28, 2024, the Senior Notes are redeemable in whole or in part from time to time at the Company's option at par plus accrued and unpaid interest, provided that the VWAP of the shares on the NYSE during the 20 consecutive trading days ending immediately preceding the date on which notice of redemption is given is not less than 130% of the conversion price then in effect.

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Holders will also have the right to require Aurora to repurchase their Senior Notes upon the occurrence of certain customary events at a purchase price equal to 100% of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest.

 

Key Developments Subsequent to March 31, 2019

 

Acquisitions

 

a) Hempco Food and Fiber Inc. ("Hempco")

On April 16, 2019, the Company announced that it had entered into a binding letter agreement (the "Letter Agreement") in regard to the basic terms and conditions upon which Aurora will acquire all of the issued and outstanding common shares of Hempco not already owned by Aurora. In consideration of the transaction, Aurora has agreed to pay $1.04 per Hempco share, payable in common shares of Aurora, reflecting a valuation of approximately C$63.4 million on a fully diluted basis.

 

Upon completion of the Transaction, Hempco will become a wholly owned subsidiary of the Company and Hempco's shares will be de-listed from the TSX Venture Exchange and it is expected that Aurora will apply to cause Hempco to cease being a reporting issuer under applicable Canadian securities laws. The acquisition is subject to receipt of all regulatory, court, shareholder and other customary closing conditions.

 

In anticipation of the acquisition, o n January 15, 2019, the Company invested $5.0 million in a secured convertible debenture in Hempco. The debenture bears interest at 8% per annum and is convertible at $1.18 per Hempco share at Aurora's election until January 15, 2021.

 

b) Chemi Pharmaceutical Inc. ("Chemi")

On April 24, 2019, the Company completed the acquisition of Chemi, a privately-held, Ontario-based laboratory specialized in providing analytic services to pharmaceutical and cannabis industries. The Company acquired all of the issued and outstanding shares of Chemi in exchange for 83,299 common shares of Aurora issued at closing and 41,649 common shares payable upon achievement of certain Chemi milestones.

 

Chemi has a Health Canada Drug Establishment Licence enabling it to perform certified GMP compliant quality control analytical testing. In addition, Chemi has received US FDA accreditation for its facility, which is the gold standard for global pharmaceutical testing. Acquiring Chemi with its Drug Establishment Licence provides a critical prerequisite for applying for a Cannabis Drug Licence, which is required for the development of cannabis therapies within the global medical cannabis market.

 

Investment in EnWave

 

On April 26, 2019, the Company completed a $10 million equity investment in EnWave Corporation ("Enwave"), a publicly-traded, Vancouver-based advanced technology company. Pursuant to the terms of a share purchase agreement between the parties dated April 25, 2019, Aurora has purchased 5,302,227 common shares in the capital of EnWave (the "EnWave Shares") at a deemed price of $1.89 per share, based on the volume weighted average trading price ("VWAP") for EnWave's shares on the TSX Venture Exchange (the "TSXV") for the five consecutive trading days to and including April 22, 2019. As consideration for the EnWave Shares, Aurora issued to EnWave 840,576 common shares in the capital of Aurora (the "Aurora Shares") at a deemed price of $11.90 per share, based on the VWAP for Aurora's shares on the TSX for the five consecutive trading days to and including April 22, 2019. The EnWave Shares represent approximately 4.91% of the issued and outstanding common shares of EnWave on a non-diluted basis.

 

International Updates

 

On April 5, 2019, the Company announced that it had been selected by the German Bundesinstitut für Arzneimittel und Medizinprodukte BfArM (Federal Institute for Drugs and Medical Devices) as one of three winners in the public tender to cultivate and distribute medical cannabis in Germany.

 

The Company was awarded the maximum number of 5 of the 13 lots in the tender over a period of four years with a minimum supply of 4,000 kilograms in total. The cannabis produced will be sold to the German government and supplied to wholesalers for distribution to pharmacies.

 

Financing

 

On April 2, 2019, the Company announced that it had filed a preliminary short form base shelf prospectus (the "Shelf Prospectus") with the securities regulators in each province of Canada, except for the Province of Quebec, and a corresponding shelf registration statement on Form F-10 (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC"). The Shelf Prospectus and Registration Statement, when made final or effective, will allow the Company to make offerings of common shares, debt securities, subscription receipts, units, warrants or any combination thereof of up to US$750 million during the 25 month period that the Shelf Prospectus is effective. Should the Company decide to offer securities during this period, the specific terms, including the use of proceeds from any offering, will be set forth in a related prospectus supplement to the Shelf Prospectus, which will be filed with the applicable Canadian securities regulatory authorities and the SEC.

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Facility Updates

 

On April 10, 2019, the Company announced an update on the status of Aurora Sun, the Company's latest and largest "Sky Class" facility, which is currently under construction in Medicine Hat, Alberta. To support rapidly growing global demand for high-quality medical cannabis in Canada and abroad, the facility will be expanded to 1.62 million square feet, representing a 33% increase from its originally planned 1.2 million square feet. With the Sky Class production philosophy proven at Aurora Sky, the Company is confident in projecting an expected production capacity at Aurora Sun in excess of 230,000 kg of high-quality cannabis per annum.

 

Changes to the Cannabis Act Duty Legislation

 

The Canadian Government introduced changes to the Cannabis Excise Duty legislation effective May 1, 2019, with changes to the calculation of excise taxes on three new categories of cannabis products: cannabis edibles, cannabis extracts and cannabis topicals.

 

Excise taxes are currently calculated based on the higher of (i) a flat rate duty based on grams of product sold; and (ii) the ad valorem determined based on the selling price, regardless of the category of the cannabis product. Effective May 1, 2019, edibles, extracts and topicals will be subject to excise taxes based on a flat rate of $0.01 per mg of total THC which will be imposed at the time of packaging. There were no changes in the legislation in calculating excise taxes for fresh cannabis, dried cannabis, seeds and plants.

 

Financial Results

 

Revenue

 

The Company primarily operates in the cannabis market. Effective October 17, 2018, the Cannabis Act took effect in Canada and Aurora began selling cannabis to the consumer market across Canada. Aurora also derives revenues from auxiliary support functions, which includes patient counseling services; design, engineering and construction services; and cannabis analytical product testing services. The table below outlines the reconciliation from the Company's total net revenue to its cannabis net revenue metric for the three and nine months ended March 31, 2019 and March 31, 2018.

($ thousands) Three months ended Nine months ended
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Net revenue 65,145   16,100   148,997   36,049  
Design, engineering and construction services (914 ) (2,979 ) (2,403 ) (2,979 )
Patient counseling services (809 ) (609 ) (3,608 ) (2,416 )
Analytical testing services (1,238 )  -   (2,659 )  -  
Accessories and other cannabis segment revenue (962 ) (81 ) (2,131 ) (107 )
Horizontally integrated business revenue (2,570 ) (1,621 ) (7,370 ) (2,674 )
Cannabis net revenue 58,652   10,810   130,826   27,873  

 

During the three months ended March 31, 2019, cannabis net revenue increased by $47.8 million or 443% as compared to the same period in the prior year. The increase was primarily due to $29.6 million of net revenue generated from the consumer market, as well as $18.3 million of net revenue generated from the medical market due to an increase in medical patients in the period. Additionally, of the $47.8 million increase in the period, $34.4 million of cannabis revenue was generated from newly acquired subsidiaries in the period including MedReleaf, ICC and Whistler.

 

During the nine months ended March 31, 2019, cannabis net revenue increased by $103.0 million or 369%, as compared to the same period in the prior year. The increase is primarily attributable to (i) $51.7 million of consumer cannabis net revenue, which was not present in the prior comparative period, (ii) $14.3 million of medical revenue from CanniMed, which was acquired on March 15, 2018, and (iii) the inclusion of revenue generated by newly acquired subsidiaries in the period which contributed combined cannabis revenue of $77.7 million for the nine months ended March 31, 2019.

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Aurora Cannabis Inc.

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The table below outlines the breakdown of cannabis net revenue between our medical and consumer markets as well as our dried cannabis and cannabis extracts for the three months ended March 31, 2019 and December 31, 2018.

($ thousands) Three months ended
March 31, 2019 December 31, 2018
Medical cannabis net revenue    
Canada dried cannabis 16,575   15,410  
EU dried cannabis 4,004   2,853  
Cannabis extracts (1) 8,496   7,731  
Total medical cannabis net revenue 29,075   25,994  
     
Consumer cannabis net revenue    
Dried cannabis 27,461   18,796  
Cannabis extracts (1) 2,116   2,787  
Total consumer cannabis net revenue 29,577   21,583  
     
Total cannabis net revenue 58,652   47,577  
(1) Cannabis extracts revenue includes cannabis oils, capsules, softgels and topical revenue.

 

Medical Cannabis Net Revenue

 

During the three months ended March 31, 2019, the Company maintained stable and strong medical cannabis net revenues with an increase of $3.1 million over the prior quarter. The change in the period was primarily attributable to a $1.9 million increase in Canadian medical cannabis sales, of which $1.2 million was generated from the sale of dried cannabis. The Company had approximately 77,000 patients at March 31, 2019 which contributed the increase in Canadian medical cannabis sales. Additionally, European medical cannabis sales increased to $4.0 million from $2.9 million in the prior quarter.

 

Consumer Cannabis Net Revenue

 

Consumer cannabis net revenue increased by $8.0 million over the prior quarter and was due to an increase of $8.7 million in dried cannabis sales, offset by a decrease of $0.7 million in extract sales in the consumer market. During the three months ended March 31, 2019, the Company sold 5,191,692 grams of dried cannabis and 206,884 grams equivalent of extracts in the consumer market compared to 3,500,420 grams of dried and 306,270 grams equivalent of extracts in the prior period.

 

Average net selling price

 

The average net selling price of cannabis decreased by $0.40 per gram and gram equivalent over the prior quarter from $6.80 for the three months ended December 31, 2018 to $6.40 for the three months ended March 31, 2019. This was primarily attributable to an increase in cannabis sold to the consumer market which yields a lower wholesale selling price than cannabis sold to the medical market. During the three months ended March 31, 2019, 59% of the sales volume was generated from the consumer market. The decrease was offset through increased sales of EU dried cannabis and medical cannabis extracts which command higher average selling prices. During the three months ended March 31, 2019, 12% of the sales volume was generated from EU dried cannabis and medical cannabis extracts.

 

Gross Margin Before Fair Value Adjustments

 

The table below outlines gross profit and margin before fair value adjustments for the three and nine months ended March 31, 2019 and March 31, 2018.

($ thousands) Three months ended Nine months ended
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Net revenue 65,145   16,100   148,997   36,049  
Cost of goods sold (28,914 ) (6,827 ) (68,676 ) (14,736 )
Gross profit before fair value adjustments (1) 36,231   9,273   80,321   21,313  
Gross margin before fair value adjustments (1) 56 % 58 % 54 % 59 %
(1) Gross profit and gross margin before fair value adjustments are both non-GAAP measures, which are calculated by excluding non-cash fair value changes as required by IFRS. We believe that these measures are more informative for the purposes of assessing our operating results.

 

Gross margin, excluding the impact of fair value changes, for the three and nine months ended March 31, 2019 was 56% and 54%, respectively compared to 58% and 59% for the same periods in prior year. The decline in our gross margin was a result of (i) lower average net selling prices per gram of equivalent cannabis earned from our wholesale customers on consumer cannabis sales and (ii) the negative impact of excise taxes on medicinal revenue, the cost of which was not passed on to customers. During the three and nine months ended March 31, 2019, consumer cannabis sales accounted for 45% and 35% of total net revenues, respectively, as compared to 0% for the three and nine months ended March 31, 2018.

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($ thousands) Medical Consumer Auxiliary Support Functions Total
Dried Cannabis Cannabis Extracts (2) Total Dried Cannabis Cannabis Extracts (2) Total

Three months ended

March 31, 2019

               
Net revenue 20,579   8,496   29,075   27,461   2,116   29,577   6,493   65,145  
Cost of goods sold (8,491 ) (3,053 ) (11,544 ) (14,019 ) (686 ) (14,705 ) (2,665 ) (28,914 )
Gross profit before fair value adjustments (1) 12,088   5,443   17,531   13,442   1,430   14,872   3,828   36,231  
Gross margin before fair value adjustments (1) 59 % 64 % 60 % 49 % 68 % 50 % 59 % 56 %
                 

Three months ended

December 31, 2018

               
Net revenue 18,263   7,731   25,994   18,796   2,787   21,583   6,601   54,178  
Cost of goods sold (7,733 ) (2,973 ) (10,706 ) (9,977 ) (1,382 ) (11,359 ) (3,735 ) (25,800 )

Gross profit before fair value adjustments (1)

 

10,530   4,758   15,288   8,819   1,405   10,224   2,866   28,378  

Gross margin before fair value adjustments (1)

 

58 % 62 % 59 % 47 % 50 % 47 % 43 % 52 %
(1) Gross profit and gross margin before fair value adjustments are both non-GAAP measures, which are calculated by excluding non-cash fair value changes as required by IFRS. We believe that these measures are more informative for the purposes of assessing our operating results.
(2) Cannabis extracts revenue includes cannabis oils, capsules, softgels and topical revenue.

 

Medical Cannabis Gross Margin

 

Gross margin before fair value adjustments on medical cannabis sales for the three months ended March 31, 2019 was 60% as compared to 59% for the three months ended December 31, 2018. The increase in gross margin was a result of:

 

(i) a $2.23 increase in the average net selling price per gram of dried cannabis sold to the European medical market, as well as a 15% increase in European sales volume, increasing gross margin on European dried cannabis sales by 6%; and
(ii) economies of scale realized with the ramp-up of Aurora Sky, reducing the cash cost to produce per gram of dried cannabis.

 

The Company does not pass the cost of excise taxes onto medical patients. Of the $10.1 million excise taxes incurred during the three months ended March 31, 2019, $3.0 million relates to excise taxes levied on cannabis products that we sold to medical patients in Canada. As such, these excise taxes on medical sales directly impacted our bottom line and decreased our gross margin by 4%.

 

The Company expects that cannabis production costs will continue to decline and improve as efficiencies from automation, scale and yield expertise are realized across all Aurora facilities. To offset further margin compression, Aurora continues to expand its product portfolio and explore new extract-based products which command higher margins.

 

Consumer Cannabis Gross Margin

 

Gross margin before fair value adjustments on consumer cannabis sales for the three months ended March 31, 2019 increased to 50% from 47% for the three months ended December 31, 2018 resulting from the realization of economies of scale with the ramp up of Aurora Sky.

 

 

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Cash Cost of Sales of Dried Cannabis and Cash Cost to Produce Dried Cannabis Sold - Aurora Produced Cannabis

($ thousands) Q3 2019 Q2 2019
Total consolidated cost of sales $28,914   $25,800  
Adjustments:    
Non-cannabis segment and non-cannabis cost of sales (1) (2,804 ) (3,920 )
Cash cost of sales for cannabis extracts (3,466 ) (4,151 )
Cost of cannabis purchased from other licensed producers (1,750 ) (1,424 )
Depreciation (4,619 ) (770 )
Cost of accessories (2)  -   (748 )
Cash cost of sales of dried cannabis sold (3) $ 16,275   $ 14,787  
Packaging costs (4,968 ) (3,839 )
Cash cost to produce dried cannabis sold (3) $ 11,307   $ 10,948  
     
Grams of dried cannabis sold produced by Aurora (4) 7,934,743   5,697,240  
Cash cost of sales per gram of dried cannabis sold (5) $ 2.05   $ 2.60  
Cash cost to produce per gram of dried cannabis sold (5) $ 1.42   $ 1.92  
(1) Non-cannabis segment cost of sales consists of cost of sales from home cultivation and hemp products while non-cannabis cost of sales consists of cost of sales from patient counseling services, design, engineering and construction services, and analytical product testing. These were deducted from consolidated cost of sales to determine cash costs solely related to sale of cannabis.
(2) Cost of accessories includes cost of sales from vaporizers, grinders, and capsule fillers.
(3) Cash cost of sales of dried cannabis sold and cash cost to produce dried cannabis sold are non-GAAP financial measures, which are not recognized, defined, or standardized metrics under IFRS.
(4) Grams of dried cannabis sold includes dried grams sold by Aurora, CanniMed, MedReleaf, ICC and Whistler, but excludes the dried grams sold that were purchased from other LPs.
(5) Cash cost of sales per gram of dried cannabis sold and cash cost to produce per gram of dried cannabis sold represent the cash cost per gram sold by Aurora, CanniMed, MedReleaf, ICC and Whistler in Q3 2019 and Q2 2019.

 

Cash cost to produce per gram of dried cannabis sold decreased by $0.50 for Q3 2019, as compared to Q2 2019. In the prior period, cash cost to produce per gram of dried cannabis sold was higher due to higher internal logistics costs incurred in preparation for the legalization of the consumer market. During the current period, the Company achieved improved manufacturing efficiencies and realized economies of scale across our facilities. Total grams of dried cannabis sold that was produced by Aurora increased by 39% in the period. Additionally, the Company produced 15,590 kilograms of dried cannabis in the period, an increase of 99% from the previous quarter. Despite the significant increase in production, cultivation and manufacturing costs only increased by $0.4 million.

 

Cash cost of sales per gram of dried cannabis sold decreased by $0.55 for the three months ended March 31, 2019, as compared to the three months ended December 31, 2018. In the prior period, the Company had an increase in cash cost of sales per gram due to higher inventory management and distribution costs incurred to meet the initial consumer market demand upon legalization, as well as increased packaging costs. With the improved manufacturing efficiencies and the ramp up of production, the cash cost of sales per gram decreased by 21% in the current period. Additionally, the Company increased sales of multi-gram dried cannabis products, reducing the packaging cost per gram of dried cannabis sold.

 

Grams of Dried Cannabis and Grams Equivalent of Extracts Produced

 

Grams of dried cannabis produced refers to the grams of dried cannabis harvested from plants in the period. The Company calculates grams produced based on the final recorded weight of dried harvested buds that have completed the drying stage net of any weight loss during the drying process for the period.

 

Grams equivalent of cannabis extracts produced represents the equivalent number of dried grams used to produce the cannabis extract product. The dried cannabis is first extracted into a bulk concentrate, which is then diluted into cannabis oil, or further processed into a cannabis capsule product. The “grams equivalent” measure is used to disclose the volume in grams, of extracts sold and (or) produced in the period as opposed to milliliters, or number of capsules. The actual grams used in the production of cannabis oils and cannabis capsules can vary depending on the strain of dried cannabis used, which can yield different potencies and strengths. The Company estimates and converts its cannabis extract inventory to equivalent grams based on the tetrahydrocannabinol (“THC”) and cannabidiol (“CBD”) content in the cannabis extract product. On average, for the three months ended March 31, 2019, December 31, 2018, and March 31, 2018, one bottle of cannabis oil was equivalent to 8.6, 8.1 and 6.78 gram equivalents of dried cannabis, respectively. On average, for the three months ended March 31, 2019 and December 31, 2018, one bottle of cannabis capsules was equivalent to 3.0 and 3.0 gram equivalents of dried cannabis, respectively.

 

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Aurora Cannabis Inc.

Q3 2019 MD&A

 

Operating Expenses

($ thousands)     Three Months Mar 31, 2019 Three Months Dec 31, 2018
General and administration     $ 50,786   $ 43,621  
Sales and marketing     16,318   22,741  
Acquisition costs     2,183   5,692  
Research and development     3,516   1,811  
Depreciation and amortization     18,182   19,263  
Share-based compensation     39,254   19,204  
Total operating expenses     $ 130,239   $ 112,332  

 

($ thousands) Three Months
Mar 31, 2019
Three Months
Mar 31, 2018
Nine Months
Mar 31, 2019
Nine Months
Mar 31, 2018
General and administration $ 50,786   $ 9,847   $ 130,350   $ 20,408  
Sales and marketing 16,318   5,880   68,435   14,684  
Acquisition costs 2,183   5,543   22,855   7,639  
Research and development 3,516   477   8,753   756  
Depreciation and amortization 18,182   873   52,567   1,967  
Share-based compensation 39,254   15,872   79,534   25,814  
Total operating expenses $ 130,239   $ 38,492   $ 362,494   $ 71,268  

 

The overall increase in operating expenses during the three and nine months ended March 31, 2019, as compared to the prior comparative periods, was primarily due to rapid organic growth of the Company as well as the assumption of operating expenses from newly acquired subsidiaries. While the comparative periods have been presented herein, the comparison and discussion of the respective periods is less relevant and meaningful given the changes in scale and size of the Company’s operations over the prior 12 months.

 

Of the $130.2 million of operating expenses recognized in the three months ended March 31, 2019, $31.3 million was from MedReleaf, CanniMed, Anandia, Agropro, Borela, ICC and newly acquired Whistler, with $10.8 million included in general and administration expenses and $5.4 million included in sales and marketing expenses from these subsidiaries.

 

Of the $362.5 million of operating expenses recognized in the nine months ended March 31, 2019, $94.5 million was from MedReleaf, CanniMed, Anandia, Agropro, Borela, ICC and newly acquired Whistler, with $30.1 million included in general and administration expenses and $18.1 million included in sales and marketing expenses, and $39.5 million included in depreciation and amortization from these subsidiaries.

 

General and administration

 

The $7.2 million increase in general and administration ("G&A") expense during the three months ended March 31, 2019, as compared to the three months ended December 31, 2018 was predominantly due to higher headcount, public company costs, professional fees and general operating expenses. Additionally, the Company accrued $2.7 million for Health Canada's annual regulatory fee related to the cannabis regulatory program.

 

The increase in G&A expense for the three and nine months ended March 31, 2019, compared to the same periods in prior year, are primarily attributable to an increase in salaries, wages and benefit costs associated with the increase in headcount from organic growth as well as acquisitions. Other increases include regulatory fees, public company costs, professional and consulting fees, and other operating expenses related to the expansion of domestic and international operations and business functions.

 

Sales and marketing

 

Sales and marketing costs decreased by $6.4 million, or 28%, compared to the previous quarter. The decrease was due to non-recurring marketing and preparation costs incurred in the prior period in connection with the ramp up to legalization of consumer cannabis in Canada, which are not expected to impact subsequent quarters. Note that branding and promotion of cannabis are restricted under the Cannabis Act.

 

During the three months ended March 31, 2019, sales and marketing expense increased by $10.4 million, as compared to the same period in prior year. This was primarily due to an increase in sales headcount to support the expansion of our sales distribution network and relationships underlying our business, as well as costs incurred in connection with meeting the consumer market demand post legalization.

 

For the nine months ended March 31, 2019, sales and marketing expense increased by $53.8 million from the prior comparative period. The increase was primarily related to an increase in headcount to support the expansion of our sales distribution network, including logistics costs; the growth of our medical sales channel; and preparation activities for the legalization of cannabis for the consumer market.

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Acquisition costs

 

Acquisition costs decreased by $3.4 million and increased by $15.2 million for the three and nine months ended March 31, 2019, as compared to the same respective periods in the prior year. During the three months ended March 31, 2019, acquisition costs predominantly related to our purchase of Whistler. During the nine months ended March 31, 2019, acquisition costs of $21.1 million related to our purchase of MedReleaf, Anandia, Agropro, Borela, ICC and Whistler. Acquisition costs include professional, accounting, finders' and legal fees incurred in relation to the successful completion of acquisitions. The nature and magnitude of acquisition costs is unpredictable and depends on what acquisitions projects are ongoing at a particular point in time.

 

Research and development

 

The increase in research and development expenses of $3.0 million and $8.0 million for the three and nine months ended March 31, 2019, as compared to the same respective periods in the prior year was related to product development and enhancement costs to support cultivation efficiencies.

 

Depreciation and amortization

 

Depreciation and amortization expense increased by $17.3 million and $50.6 million for the three and nine months ended March 31, 2019 as compared to the same respective periods in prior year. The increase was related to (i) the depreciation of construction costs related to the retrofitting and completion of new grow facilities, such as Aurora Sky; (ii) the depreciation of capital assets acquired through business acquisitions; and (iii) the amortization of intangible assets acquired through business acquisitions.

 

Share-based compensation

 

For the three and nine months ended March 31, 2019, share-based compensation increased by $23.4 million and $53.7 million as compared to the same respective periods in prior year. The increase was commensurate with the increase in the size of our workforce and related to the issuance and vesting of more stock options to attract and retain talent. The share-based compensation expense for the three and nine month periods ended March 31, 2019 included $9.6 million of expense related to stock options issued to a strategic advisor. In addition, during the nine months ended March 31, 2019, the Company also recognized $8.4 million share-based compensation relating to the post-combination expense related to previous acquisitions.

 

Other (loss) income

 

Other expense was $91.5 million during the three months ended March 31, 2019 and was primarily attributable to (i) $101.5 million non-cash unrealized loss on the derivative liability related to the US $345 million Senior Notes; (ii) $32.9 million of non-cash unrealized gains on derivative financial instruments; and (ii) a $9.0 million impairment charge recognized on certain intangible assets and goodwill.

 

Other expense was $70.7 million during the nine months ended March 31, 2019 and was primarily attributable to a $144.4 million non-cash gain on the deemed disposal of the Company's significant influence investment in TGOD, which was offset by (i) the $101.5 million unrealized loss on derivative liability related to the US $345 million Senior Notes; (ii) $70.0 million impairment charge recognized on our equity investments; and (iii) $9.0 million impairment charge recognized on certain intangible assets an goodwill.

 

Refer to Notes 5(b), 6 and 13(c) of the Interim Consolidated Financial Statements as at and for the three and nine months ended March 31, 2019 for a summary of the Company's derivative investments, significant influence investments and convertible debentures.

 

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Aurora Cannabis Inc.

Q3 2019 MD&A

 

Adjusted EBITDA

 

The Company defines adjusted EBITDA as net income (loss) excluding interest income (expense), accretion, income taxes, depreciation, amortization, changes in fair value of inventory sold, changes in fair value of biological assets, share-based compensation, changes in fair value of financial instruments, gains and losses on deemed disposal, and non-cash impairment of equity investments, goodwill, and other assets.

($ thousands)

Three Months

March 31, 2019

Three Months
December 31, 2018
Net loss (160,195 ) (239,642 )
Finance costs 13,993   10,208  
Interest expense (1,926 ) (128 )
Income tax recovery (8,926 ) (40,318 )
Depreciation and amortization 18,182   19,263  
EBITDA (138,872 ) (250,617 )
Changes in fair value of inventory sold 17,407   21,620  
Unrealized gain on changes in fair value of biological assets (33,798 ) (25,384 )
Share-based compensation 39,254   19,204  
Share of loss from investment in associates 770   894  
Gain on loss of control of subsidiary  -   12  
Changes in fair value on contingent consideration 1,253   692  
Changes in fair value on derivative investments (32,948 ) 119,872  
Changes in fair value on derivative liabilities 101,521    -  
Gain on debt modification (206 ) (1,774 )
Gain on deemed disposal of equity investment  -    -  
Impairment of equity investments  -   69,957  
Impairment of goodwill and intangible assets 9,002    -  
Adjusted EBITDA (1) (36,617 ) (45,524 )
(1) Adjusted EBITDA is a non-GAAP financial measure and is not a recognized, defined, or standardized measure under IFRS.

 

Adjusted EBITDA increased by $8.9 million or 20% compared to the prior quarter. The increase was attributable to a $7.9 million increase in gross profit before fair value adjustments and a $1.1 million decrease in SG&A, acquisition costs and research and development expenses.

 

Liquidity and Capital Resources

 

As at March 31, 2019, the Company had cash and cash equivalents and restricted cash available of $390.2 million compared to $89.2 million as at June 30, 2018. For more information on key cash flows related to operations, investing and financing activities during the quarter, refer to the “Cash Flow Highlights” discussion below.

 

The Company’s objective when managing its liquidity and capital resources is to maintain sufficient liquidity to support financial obligations when they come due, while executing operating and strategic plans. The Company manages liquidity risk by monitoring its operating requirements and preparing budgets and cash flow forecasts to identify cash flow needs for general corporate and working capital purposes, as well as for expansion initiatives.

 

On August 29, 2018, the Company entered into a secured credit agreement (the “Credit Agreement”) with BMO, under which the Company has a $50.0 million revolving credit facility (“Facility A”) and a $150.0 million non-revolving facility (“Facility B”) (together, “the Credit Facility”). As at March 31, 2019, the Company has a $1.6 million letter of credit outstanding under Facility A and $148.1 million outstanding under Facility B. Under the terms of the Credit Agreement, the Company has an option to upsize the Credit Facility to a total of $250.0 million, subject to certain conditions. For more information about the Credit Facility, refer to Note 14 of the Interim Consolidated Financial Statements as at and for the three and nine months ended March 31, 2019. As of March 31, 2019, the Company was in compliance with all covenants on its term loans.

 

As described above, on January 24, 2019, the Company issued US$345.0 million in aggregate principal amount of Senior Notes, which included a US$45.0 million over-allotment by the initial purchasers. The net proceeds from this offering were approximately US$334.7 million after deducting commissions and other accounting and legal fees. The Senior Notes were issued at par value, are unsecured, mature on February 28, 2024 and bear cash interest semi-annually at a rate of 5.5% per annum. The initial conversion rate for the Senior Notes is 138.37 common shares per US$1,000 principal amount of Senior Notes, equivalent to an initial conversion price of approximately US$7.23 per common share. The initial conversion rate represents a premium of approximately 10.0% to the January 17, 2019 common share closing sale price on the NYSE and is subject to adjustment in certain events. For more information on these Senior Notes, refer to the “Key Developments During the Three Months Ended March 31, 2019” section above. We intend to use the net proceeds from this offering to support our expansion initiatives, future acquisitions, general corporate purposes and working capital requirements.

 

As at the date of this report, the fair value of shares held in marketable securities and investments in associates was $272.9 million and the intrinsic value of derivative investments was $34.7 million.

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The table below summarizes the Company's asset balances, which are highly liquid, working capital and capitalization structure as at March 31, 2019, and June 30, 2018:

($ thousands)   Mar 31, 2019 Jun 30, 2018
  $ $
Cash and cash equivalents 346,662   75,795  
Restricted cash 43,557   13,398  
Marketable securities 187,263   59,188  
     
Working capital 469,729   144,533  
       
Capitalization      
Convertible notes   495,207   191,528  
Loans and borrowings   143,893   11,683  
Total debt   639,100   203,211  
Total equity   4,393,301   1,552,926  
Total capitalization   5,032,401   1,756,137  

 

As at March 31, 2019, total capitalization increased by $3.3 billion compared to June 30, 2018. The increase was primarily due to a $2.8 billion increase in equity resulting from the issuance of shares in connection with business combinations. In addition, loans and borrowings and convertible notes increased by $132.2 million and $303.7 million, respectively, related to funds drawn under the BMO Credit Facility and the issuance of the Senior Notes.

 

Cash Flow Highlights

 

The table below summarizes the Company’s cash flows for the nine months ended March 31, 2019 and March 31, 2018:


($ thousands)
Nine month period ended
Q3 2019 Q3 2018
 

$

 

$
Cash used in operating activities (187,640 ) (36,546 )
Cash used in investing activities (136,061 ) (432,211 )
Cash provided by financing activities 627,664   540,131  
Effect of foreign exchange (2,937 ) (147 )
Increase in cash and cash equivalents 301,026   71,227  

 

Cash used in operating activities during the nine months ended March 31, 2019 was $151.1 million higher than the nine months ended March 31, 2018. The increase was primarily related to an increase in operational spending to support the rapid growth of our business and expansion of our operations.

 

Cash used in investing activities during the nine months ended March 31, 2019 was $296.2 million lower compared to the nine months ended March 31, 2018. The decrease was primarily attributable to increased expenditures of $149.2 million on property, plant and equipment which were offset by (i) an increase of $235.8 million of cash assumed from business acquisitions; (ii) a decrease of $106.0 million in cash used for strategic investments; and (ii) a $46.7 million increase of cash proceeds received from disposal of certain marketable securities.

 

Cash provided by financing activities during the nine months ended March 31, 2019 was $87.5 million higher compared to the nine months ended March 31, 2018. The increase was primarily due a $266.6 million increase in proceeds received from the BMO Credit Facility and the Senior Notes to support operating and expansion needs, offset by a decrease of $157.9 million in cash collected from the exercise of stock options and warrants, as compared to the same period in prior year.

 

Capital Expenditures

 

The Company’s major capital expenditures during the nine months ended March 31, 2019 consisted of construction and equipment costs for Aurora Sky and continued construction activities at Aurora Nordic and Aurora Sun. The Company's principal capital requirements relate to expansion of current production facilities, construction of new production facilities, strategic investments and acquisitions, general working capital requirements and the support of new growth initiatives and diversification of product offerings.

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Contractual Obligations

 

As at March 31, 2019, the Company had the following gross contractual obligations:

($ thousands) Total < 1 year 1 to 3 years 3 to 5 years > 5 years
  $ $ $ $ $
Accounts payable and accrued liabilities 90,149   90,149    -    -    -  
Loans and borrowings (1) 166,528   21,152   145,060   316    -  
Contingent consideration payable 66,044   50,937   15,007   100    -  
Convertible notes and interest (2) 825,853   265,557   50,713   509,583    -  
Office lease 69,522   7,660   14,376   14,341   33,145  
Capital projects (3) 357,162   293,762   63,400    -    -  
Total contractual obligations 1,575,258   729,217   288,556   524,340   33,145  
(1) Includes interest payable until maturity date.
(2) Assumes the principal balance outstanding at March 31, 2019 remains unconverted and includes the estimated interest payable until the maturity date.
(3) Relates to commitments that the Company has made to vendors for capital projects pertaining to on-going expansion and construction.

 

Contingencies

 

From time to time, the Company and/or its subsidiaries may become defendants in legal actions and the Company intends to defend itself against all legal claims. Other than the claims described below, as of the date of this report, Aurora is not aware of any other material or significant claims against the Company.

 

On November 29, 2017, a claim was commenced against the Company regarding 300,000 stock options with an exercise price of $0.39 per share issued to a consultant pursuant to an agreement dated March 16, 2015. The agreement was terminated on March 8, 2016, and in accordance with the Company’s stock option plan, the unexercised options expired 90 days from the date of the termination of the agreement. The option holder is attempting to enforce exercise rights which the Company believes do not exist. The Company believes the action to be without merit and intends to defend this claim. Questioning of the parties was held on January 15 and 16, 2019 and we continue to defend this claim. Due to the uncertainty of timing and the amount of estimated future cash outflows relating to this claim, no provision had been recognized.

 

On October 3, 2018, a claim was commenced against the Company regarding the failure to supply product under a recently acquired subsidiary’s supply agreement. The plaintiff is seeking specific performance of the supply agreement and damages for breach of contract for approximately $22.0 million (#eu#14.7 million) plus legal costs. In accordance with the terms of the agreement, the Company had terminated the contract due to a breach by the plaintiff. The Company intends to defend this claim. Due to the uncertainty of timing and the amount of estimated future cash outflows relating to this claim, no provision had been recognized.

 

Off-balance sheet arrangements

 

As at the date of this MD&A, the Company has a $1.6 million letter of credit outstanding under Facility A of its Credit Facility with BMO. There are no other material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company

 

Related Party Transactions

 

The Company's key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Company and consists of the Company's executive management team and management directors. Compensation expense for key management personnel was as follows:

($ thousands)   Three Months
March 31, 2019
Three Months
March 31, 2018
Nine Months
March 31, 2019
Nine Months
March 31, 2018
  $ $ $ $
Management compensation (1) 1,605   1,695   4,124   3,172  
Directors' fees (2) 99   56   245   145  
Share-based payments (3) 3,918   5,315   12,391   10,026  
  5,622   7,066   16,760   13,343  
(1) As of March 31, 2019, $1.4 million was accrued for management compensation (June 30, 2018 - $1.1 million).
(2) Includes meeting fees and committee chair fees.
(3) Share-based payments are the fair value of options granted and vested to key management personnel and directors of the Company under the Company’s share-based compensation plans (Note 16).
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Aurora Cannabis Inc.

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In addition to key management compensation, other significant related party transactions are as follows:

 

Operational and administrative service fees paid or accrued to a company having a former director in common with the Company, pursuant to an agreement with CanvasRx;
Marketing fees paid to a company partially owned by a former officer of the Company; and
Business transactions carried out with associates and joint venture arrangements.

 

The following is a summary of the transactions with the related parties noted above:

($ thousands)  

Three Months

March 31, 2019

Three Months

March 31, 2018

Three Months

March 31, 2019

Three Months

March 31, 2018

  $ $ $ $
Consulting fees 2,143   1,815   6,696   4,957  
Marketing fees  -    -   3,292    -  
Profit margin earned from associates 271   895   500   895  
  2,414   2,710   10,488   5,852  
(1) Amounts are due upon the issuance or receipt of invoices, are unsecured and non-interest bearing.

 

These transactions are in the normal course of operations and are measured at the exchange value being the amounts agreed to by the parties.

 

The following amounts were receivable from (payable to) related parties:

($ thousands)   March 31, 2019 June 30, 2018
  $ $
Companies controlled by directors and officers of the Company (1)  -   (24 )
Associates where the Company holds significant influence (2)  -   1,554  
Directors and officers of the Company (1) (1,395 ) (1,128 )
A Company partially owned by an officer (1)  -   (1,976 )
A former 50% owned joint venture company (3)  -   3,444  
(1) The amounts are unsecured, non-interest bearing and have no specific repayment terms.
(2) Amounts are due upon the issuance of invoices, are non-interest bearing and unsecured.
(3) Amount was classified under assets held for distribution to owners at June 30, 2018.

 

Accounting Estimates

 

Effective January 1, 2019, the Company changed the useful life over which depreciation expense is recorded on its purpose-built greenhouses from 10 years to 30 years using the straight-line method. The change in estimate has been applied prospectively and resulted in a $2.3 million decrease in depreciation expense of property, plant and equipment for the three and nine months ended March 31, 2019. This change in estimate is based upon the revised estimated useful lives of such greenhouses. The effect of this change in estimate on future periods depends on the level of future capital expenditures and disposals made. Assuming no capital expenditures and disposal are made with respect to purpose-built greenhouses, depreciation of property, plant and equipment is expected to decrease by $2.2 million for the three month period ending June 30, 2019.

 

With the exception of the change in useful lives for purpose-built greenhouses, the fair value of the Australis Capital shares and warrants and the fair value of the Senior Notes, there have been no other changes in Aurora's critical accounting estimates during the nine months ended March 31, 2019. For more information, refer to Note 9 for property, plant and equipment, Note 4(f) for the spin-out of ACI and Note 13(c) for the Senior Notes in the Interim Financial Statements as at and for the three and nine months ended March 31, 2019. For more information on the Company’s accounting policies and key estimates, refer to the note disclosures in the annual consolidated financial statements and MD&A as at and for the year ended June 30, 2018.

 

New or Amended Standards Effective July 1, 2018

 

The Company has adopted the following new or amended IFRS standards for the period beginning July 1, 2018.

 

(i) IFRS 9 Financial Instruments

 

IFRS 9 Financial Instruments replaced IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The Company adopted IFRS 9 using the retrospective approach where the cumulative impact of adoption was recognized in retained earnings as at July 1, 2018 and comparatives were not restated.

 

IFRS 9 uses a single approach to determine whether a financial asset is classified and measured at amortized cost or at fair value. The classification and measurement of financial assets is based on the Company’s business models for managing its financial assets and whether the contractual cash flows represent solely payments of principal and interest (“SPPI”). Financial assets are initially measured at fair value and are subsequently measured at either (i) amortized cost; (ii) fair value through other comprehensive income ("FVTOCI"), or (iii) at fair value through profit or loss ("FVTPL"). Consistent with IAS 39, financial liabilities under IFRS 9 are generally classified and measured at fair value at initial recognition and subsequently measured at amortized cost. The change did not impact the carrying amounts of any of our financial assets and liabilities on the adoption date.

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Aurora Cannabis Inc.

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The following table summarizes the classification of the Company’s financial instruments under IAS 39 and IFRS 9:

  IAS 39  Classification IFRS 9 Classification
Financial assets    
Cash and cash equivalents Loans and receivables Amortized cost
Restricted cash Loans and receivables Amortized cost
Short-term investments Loans and receivables Amortized cost
Accounts receivable excluding taxes receivable Loans and receivables Amortized cost
Marketable securities Available-for-sale FVTOCI
Derivatives FVTPL FVTPL
     
Financial liabilities    
Accounts payable and accrued liabilities Amortized cost Amortized cost
Loans and borrowings Amortized cost Amortized cost
Convertible debentures Amortized cost Amortized cost
Contingent consideration payable FVTPL FVTPL

 

The adoption of IFRS 9 did not have an impact on the Company’s classification and measurement of financial assets and liabilities except for equity instruments which were classified as marketable securities on the condensed consolidated interim statement of financial position. The Company designates its marketable securities as financial assets at FVTOCI, where they are initially recorded at fair value. This designation is made on an instrument-by-instrument basis and if elected, subsequent changes in fair value are recognized in other comprehensive income only and are not transferred into profit or loss upon disposition.

 

IFRS 9 uses an expected credit loss impairment model as opposed to an incurred credit loss model under IAS 39. The impairment model is applicable to financial assets measured at amortized cost where any expected future credit losses are provided for, irrespective of whether a loss event has occurred as at the reporting date. For trade accounts receivable, the Company utilized a provision matrix, as permitted under the simplified approach, and has measured the expected credit losses based on lifetime expected credit losses taking into consideration historical credit loss experience and financial factors specific to debtors and other relevant factors. The carrying amount of trade receivables is reduced for any expected credit losses through the use of an allowance for doubtful accounts ("AFDA") provision. Changes in the carrying amount of the AFDA provision are recognized in the statement of comprehensive income. When the Company determines that no recovery of the amount owing is possible, the amount is deemed irrecoverable and the financial asset is written off. The adoption of the new expected credit loss impairment model had a negligible impact on the carrying amounts of financial assets recognized at amortized cost.

 

(ii) IFRS 15 Revenue from Contracts with Customers

 

The IASB replaced IAS 18 Revenue in its entirety with IFRS 15 Revenue from Contracts with Customers . The Company adopted IFRS 15 using the modified retrospective approach, where the cumulative impact of adoption was required to be recognized in retained earnings as of July 1, 2018 and comparatives were not required to be restated.

 

The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue, at a point in time or over time, the assessment of which requires judgment. The model features the following five-step contract-based analysis of transactions to determine whether, how much and when revenue is recognized:

 

1. Identify the contract with a customer;
2. Identify the performance obligation(s) in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to the performance obligation(s) in the contract; and
5. Recognize revenue when or as the Company satisfies the performance obligation(s).

 

In accordance with IFRS 15, revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment. Payment for wholesale consumer-use is due within a specified time period as permitted by the underlying agreement and the Company's credit policy upon the transfer of goods to the customer. Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer, the timing of which is consistent with the Company’s previous revenue recognition policy under IAS 18.

 

Effective October 17, 2018, Canada Revenue Agency ("CRA") began levying an excise tax on the sale of medical and consumer cannabis products, which specifically includes the following classes of products: fresh cannabis, dried cannabis, cannabis oil, cannabis seeds and cannabis plants. The Company becomes liable for these excise duties when cannabis products are delivered to the customer. The excise tax payable is currently based on the higher of (i) a flat-rate duty which is imposed when a cannabis product is packaged, and (ii) an advalorem duty that is imposed when a cannabis product is delivered to the customer. Where the excise tax has been billed to customers, the Company has reflected the excise tax as part of revenue in accordance with IFRS 15. Net revenue from sale of goods, as presented on the interim consolidated statements of comprehensive loss, represents revenue from the sale of goods less applicable excise taxes. Given that the excise tax payable/paid to CRA cannot be reclaimed and is not always billed to customers, the Company recognizes that the excise tax is an operating cost that affects gross margin to the extent that it is not recovered from its customers.

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Aurora Cannabis Inc.

Q3 2019 MD&A

 

 

 

Service revenues, including patient referral and construction consulting services, are recognized over a period of time as performance obligations are completed. The timing of revenue recognition for service revenues is consistent with the Company's previous revenue recognition policy prior to the adoption of IFRS 15.

 

The adoption of this new standard had no impact on the amounts recognized in its condensed consolidated interim financial statements.

 

Recent Accounting Pronouncements

 

The following IFRS standards have been recently issued by the IASB. Pronouncements that are not applicable or where it has been determined do not have a significant impact to the Company have been excluded herein.

 

IFRS 16 Leases

 

In January 2016, the IASB issued IFRS 16 Leases , which will replace IAS 17 Leases . This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term greater than twelve months, unless the underlying asset's value is insignificant. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. Lessors will continue to classify leases as operating or finance, with lessor accounting remaining substantially unchanged from the preceding guidance under IAS 17, Leases .

 

Management has begun to execute its implementation plan and has substantially completed the initial scoping phase to identify material lease contracts. The analysis of such contracts to quantify the transitional impact is currently in progress. IFRS 16 is expected to result in materially higher non-current assets and non-current liabilities on the consolidated statement of financial position. Furthermore, under IFRS 16, lease expense will no longer be reflected as a “general and administration” expense on the consolidated statement of comprehensive loss. Instead, the depreciation of the right-of-use asset will be captured in the “depreciation and amortization” expense line and the accretion of the lease liability will be captured in the “finance and other costs” line.

 

IFRS 16 will also impact the presentation of the consolidated statement of cash flows by increasing cash flows used in operating activities and increasing cash flows used within financing activities, as the principal component of lease payments currently reflected as an operating activity will be presented as a financing activity. The Company is currently considering adoption of IFRS 16 through the modified retrospective approach effective July 1, 2019.

 

Definition of a Business

 

In October 2018, the IASB issued “ Definition of a Business (Amendments to IFRS 3)” . The amendments clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendment provides an assessment framework to determine when a series of integrated activities is not a business. The amendments are effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The Company is currently evaluating the impact of these amendments on the Company's consolidated financial statements.

 

Financial Instruments

Fair Value Hierarchy

 

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of hierarchy are:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and
Level 3 Inputs for the asset or liability that are not based on observable market data.

 

Significant Judgment

 

The individual fair values attributed to the components of a financing transaction, which may include equity securities, derivative financial instruments, convertible debenture investments, convertible debt and loans, are determined using valuation techniques. The Company uses judgment when selecting the most appropriate valuation method and assumptions to perform the fair value calculations to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments subsequently carried at amortized cost. These valuation estimates are highly subjective and could differ significantly due to the inherent uncertainty in estimating the fair value of these instruments, which are not necessarily quoted in an observable active market.

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Aurora Cannabis Inc.

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The table below lists the valuation methods used to determine the fair values of the Company’s financial instruments.

  Fair Value Method
Financial Instruments Measured at Fair Value  
Marketable securities Closing market price of common shares as of the measurement date (Level 1)
Derivatives Black-Scholes, Binomial, Monte-Carlo, FINCAD, and Kynex valuation models (Level 2 or Level 3)
Contingent consideration payable Discounted cash flow model (Level 3)
Financial Instruments Measured at Amortized Cost
Cash and cash equivalents, restricted cash, short-term investments, accounts receivable Carrying amount (approximates fair value due to short-term nature)
Accounts payable and accrued liabilities Carrying amount (approximates fair value due to short-term nature)
Convertible debentures, loans and borrowings Carrying value at the effective interest rate which approximates fair value

 

Summary of Financial Instruments

 

The following is a summary of the carrying value of financial instruments as at March 31, 2019:

  Amortized Cost FVTPL Designated FVTOCI Total
Financial Assets $ $ $ $
Cash and cash equivalents 346,662    -    -   346,662  
Restricted cash 43,557    -    -   43,557  
Short-term investments 1,243    -    -   1,243  
Accounts receivable excluding taxes receivable 53,509    -    -   53,509  
Marketable securities  -    -   187,263   187,263  
Derivatives  -   102,009    -   102,009  
Financial Liabilities        
Accounts payable and accrued liabilities 90,149    -    -   90,149  
Convertible notes (1) 495,207    -    -   495,207  
Contingent consideration payable  -   30,546    -   30,546  
Loans and borrowings 143,893    -    -   143,893  
Derivative liability  -   270,749    -   270,749  
(1) The fair value of convertible notes includes both the debt and equity components.

 

Fair value hierarchy

 

The following is a summary of financial instruments measured at fair value segregated based on the various levels of inputs as at March 31, 2019:

  Level 1 Level 2 Level 3 Total
As at March 31, 2019 $ $ $ $
Marketable securities (1) 185,403    -   1,860   187,263  
Derivative assets (1)  -   79,129   22,880   102,009  
Contingent consideration payable (2)  -    -   30,546   30,546  
Derivative liability (3)  -   270,749    -   270,749  
         
As at June 30, 2018        
Marketable securities 59,188    -    -   59,188  
Derivative assets  -   120,102   4,840   124,942  
Contingent consideration payable  -    -   21,333   21,333  
(1) For a reconciliation of realized and unrealized gains and losses applicable to financial assets measured at fair value for the three and nine months ended March 31, 2019, refer to Note 5 (a) and (b) in the Interim Consolidated Financial Statements.
(2) For a reconciliation of unrealized gains and losses applicable to financial liabilities measured at fair value for the three and nine months ended March 31, 2019, refer to Note 13 (c) in the Interim Consolidated Financial Statements.
(3) Refer to Note 13(c) in the Interim Consolidated Financial Statements for a discussion on the derivative liability relating to the Senior Notes.

 

There have been no transfers between fair value levels during the period.

 

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Aurora Cannabis Inc.

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Financial Instruments Risk

 

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board mitigates these risks by assessing, monitoring and approving the Company’s risk management processes:

 

Credit risk

 

Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is moderately exposed to credit risk from its cash and cash equivalents, restricted cash, trade and other receivables and short-term GIC investments. The risk exposure is limited to their carrying amounts reflected on the statement of financial position. The risk for cash and cash equivalents and restricted cash is mitigated by holding these instruments with highly rated Canadian financial institutions. As the Company does not invest in asset-backed deposits or investments, it does not expect any credit losses. The Company periodically assesses the quality of its investments and is satisfied with the credit rating of the financial institutions and the investment grade of its GICs. Trade and other receivables primarily consist of trade accounts receivable and goods and services taxes (“GST”) recoverable. The Company provides credit to certain customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. Risk is, however, limited given that the majority of medical sales are transacted with credit cards and the majority of consumer sales are transacted with governmental bodies.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure, including the maintenance of sufficient liquidity to settle obligations and liabilities when due.

 

On August 29, 2018, the Company secured a $200 million debt facility with BMO of which $148.1 million was drawn at March 31, 2019.

 

On January 24, 2019, the Company issued US$345.0 million in aggregate principal amount of Senior Notes, which included a US$45.0 million over-allotment by the initial purchasers. The net proceeds from this offering were approximately $334.7 million after deducting commissions and other accounting and legal fees.

 

Market risk

 

(a) Currency risk

 

The operating results and financial position of the Company are reported in Canadian dollars. As the Company operates internationally, some of the Company’s financial instruments and transactions are denominated in currencies other than the Canadian dollar. The results of the Company’s operations are subject to currency transaction and translation risks.

 

The Company’s main risk is associated with fluctuations in Euros, the Danish Krone, the Uruguayan Peso, Australian and U.S. dollars as the Company holds cash in these currencies. Assets and liabilities are translated based on the Company's foreign currency translation policy.

 

The Company has determined that as at March 31, 2019, a 10% increase or decrease in these currencies relative to the Canadian dollar would increase or decrease the value of the Company's net financial assets and liabilities by approximately $3.0 million and $4.4 million for the nine months ended March 31, 2019, respectively (nine months ended March 31, 2018 - $0.08 million and $0.08 million). The change in value would impact net and comprehensive income.

 

At March 31, 2019, the Company had no foreign exchange hedging agreements in place.

 

(b) Interest rate risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Cash and cash equivalents and restricted cash bear interest at market rates. The Company’s investments and convertible notes have fixed rates of interest and therefore expose the Company to limited interest rate risk.

 

(c) Price risk 

 

Price risk is the risk of variability in fair value due to movements in equity or market prices. The Company’s marketable securities and investments are susceptible to price risk arising from uncertainties about their future values. The fair value of marketable securities is based on quoted market prices, which represents the value which can be obtained through the sale of these securities.

 

If the fair value of these financial assets were to increase or decrease by 10% as at March 31, 2019, the Company would incur a $131.6 million (March 31, 2018 - $6.2 million) increase or decrease in the fair value of these financial assets. See Note 5 (a) and (b) of the Interim Financial Statements as at and for the three and nine months ended March 31, 2019 for additional details regarding the fair value of marketable securities and derivatives.

 

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Aurora Cannabis Inc.

Q3 2019 MD&A

 

Summary of Outstanding Share Data

 

The Company had the following securities issued and outstanding as at May 13, 2019:

Securities (1) Units Outstanding
Issued and outstanding common shares 1,016,851,364  
Stock options 68,028,487  
Warrants 23,886,959  
Compensation options 627  
Restricted share units and deferred share units 2,053,671  
Convertible debentures 65,310,447  
(1) Refer to Note 13 “Convertible Debentures”, Note 15 “Share Capital” and Note 16 “Share-Based Compensation” in the Company's Consolidated Interim Financial Statements for a detailed description of these securities.

 

37

Aurora Cannabis Inc.

Q3 2019 MD&A

 

Historical Quarterly Results

  Q3 2019 Q2 2019 Q1 2019 Q4 2018
Financial Results        
Gross revenue $ 75,238   $ 62,000   $ 29,674   $ 19,147  
Net revenue (1) $ 65,145   $ 54,178   $ 29,674   $ 19,147  
Gross margin before fair value adjustments on medical cannabis net revenue (2) (3) 60 % 59 % 70 % 74 %
Gross margin before fair value adjustments on consumer cannabis net revenue (2) (3) 50 % 47 % 68 % NA
Adjusted EBITDA (4) $ (36,617 ) $ (45,524 ) $ (67,884 ) $ (32,858 )
(Loss) earnings attributable to common shareholders $ (158,354 ) $ (237,752 ) $ 105,462   $ 79,868  
         
Balance Sheet        
Working capital $ 469,729   $ 274,629   $ 548,446   $ 144,533  
Cannabis inventory and biological assets (5) $ 118,023   $ 79,924   $ 75,944   $ 39,602  
Total assets $ 5,549,780   $ 4,875,884   $ 4,955,361   $ 1,886,510  
         
Operational Results - Cannabis        
Cash cost of sales per gram of dried sold (6) $ 2.05   $ 2.60   $ 1.90   $ 1.87  
Cash cost to produce per gram of dried sold (7) $ 1.42   $ 1.92   $ 1.45   $ 1.70  
Active registered patients 77,136 73,579 67,484 43,308
Average net selling price per gram (8) $ 6.40   $ 6.80   $ 9.19   $ 9.20  
Average net selling price per gram of medical cannabis (8) $ 7.73   $ 8.14   $ 9.28   $ 9.20  
Average net selling price per gram of consumer cannabis (8) $ 5.48   $ 5.67   $ 6.58   NA
Kilograms produced 15,590 7,822 4,996 2,212
Kilograms sold 9,160 6,999 2,676 1,617
  Q3 2018 Q2 2018 Q1 2018 Q4 2017
Financial Results        
Gross revenue $ 16,100   $ 11,700   $ 8,249   $ 5,936  
Net revenue (1) $ 16,100   $ 11,700   $ 8,249   $ 5,936  
Gross margin before fair value adjustments on medical cannabis net revenue (2) (3) 59 % 63 % 58 % 58 %
Adjusted EBITDA (4) $ (12,904 ) $ (7,258 ) $ (2,178 ) $ (4,876 )
(Loss) earnings attributable to common shareholders $ (19,215 ) $ 7,722   $ 3,560   $ (4,816 )
         
Balance Sheet        
Working capital $ 338,476   $ 302,526   $ 169,674   $ 170,142  
Cannabis inventory and biological assets (5) $ 28,478   $ 17,073   $ 16,549   $ 11,609  
Total assets $ 1,671,400   $ 732,394   $ 347,834   $ 322,679  
         
Operational Results - Cannabis        
Cash cost of sales per gram of dried sold (6) $ 1.80   $ 1.74   $ 2.16   $ 2.09  
Cash cost to produce per gram of dried sold (7) $ 1.53   $ 1.41   $ 1.87   $ 1.91  
Active registered patients 45,776 21,718 19,280 16,400
Average net selling price per gram (8) $ 7.99   $ 8.39   $ 8.22   $ 7.45  
Average net selling price per gram of medical cannabis (8) $ 7.99   $ 8.39   $ 8.22   $ 7.45  
Average net selling price per gram of consumer cannabis (8) NA NA NA NA
Kilograms produced 1,206   1,204   1,010   1,165  
Kilograms sold 1,353   1,162   890   755  
(1) Net revenues represents our total gross revenues exclusive of excise taxes levied by the CRA effective October 17, 2018, on the sale of medical and recreational cannabis products. Given that our gross revenue figures exclude the effect of excise taxes that were levied and billed back to customers, as reflected in accordance with IFRS 15, we believe that the presentation of net revenue more accurately reflects the level of revenue earned during the relevant period. For more information about the excise tax and the impact on Aurora's revenues, costs and associated gross margin, refer to the " Financial Highlights " section of this MD&A.
(2) Cannabis net revenue represents revenue from the sale of products, excluding revenues from patient counselling services, design, engineering, and construction services, analytical testing services and excise tax recovered from consumer cannabis sales. For fiscal 2019, cannabis net revenue comprised revenues from both medical and consumer markets, while cannabis net revenues prior to fiscal 2019 were comprised of revenues from medical cannabis only. Refer to " Revenue" section for reconciliation of cannabis net revenue to IFRS.
(3) Refer to "Gross Margin" section for reconciliation to the IFRS equivalent. There were no consumer market sales prior to fiscal 2019.
(4) Represents EBITDA less non-cash income and expenses. Refer to "Adjusted EBITDA" section for reconciliation to IFRS.
(5) Represents total biological assets and cannabis inventory, exclusive of merchandise, accessories, supplies and consumables.
(6) Represents the cash cost of sales per gram of dried cannabis produced and sold by consolidated Aurora (including the results of newly acquired subsidiaries from the acquisition date). See “ Cash Cost of Sales of Dried Cannabis and Cash Cost to Produce Dried Cannabis Sold - Aurora Produced Cannabis” section for reconciliation to IFRS.
(7) Represents the cash cost to produce per gram of dried cannabis sold by consolidated Aurora (including the results of newly acquired subsidiaries from the acquisition date), excluding costs to sell such as packaging costs. See “ Cash Cost of Sales of Dried Cannabis and Cash Cost to Produce Dried Cannabis Sold - Aurora Produced Cannabis” section for reconciliation to IFRS.
(8) Represents the net average selling price per gram of dried cannabis and gram equivalent of cannabis extracts.
38

Aurora Cannabis Inc.

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Risk Factors

 

In addition to the other information included in this Report, you should consider carefully the following factors, which describe the risks, uncertainties and other factors that may materially and adversely affect our business, products, financial condition and operating results. There are many factors that affect our business and our results of operations, some of which are beyond our control. The following is a description of important factors that may cause our actual results of operations in future periods to differ materially from those currently expected or discussed in the forward-looking statements ("FLS") set forth in this report relating to our financial results, operations and business prospects. Except as required by law, we undertake no obligation to update any such FLS to reflect events or circumstances after the date of this MD&A.

 

These risks include, but are not limited to the following:

 

ability to successfully obtain and renew Cannabis Act licenses, adhere to all regulatory requirements, and maintain the good standing of our licenses;
actions by governmental authorities, including changes in laws, regulations and guidelines, which may have adverse effects on the Company’s operations;
risk of failure or delay to acquire regulatory approvals required to produce and sell cannabis;
the Company has a limited operating history and no assurance of profitability;
risks related to negative public perception of cannabis consumption which may have an adverse effect on the Company’s operational results, consumer base, financial results, and the desire of third parties doing business with us;
competition in the Company’s industry where current and future competitors may have longer operating histories, more financial resources, and lower costs than the Company;
risk of whether the Company is able to realize its growth targets;
ability to execute the Company’s strategy without additional financing;
operating hazards and uninsured risks;
attracting and retaining key employees;
ability to expand operations into international jurisdictions;
availability of strategic alliances which complement or augment the Company’s existing business;
possibility of product liability claims against the Company;
risk of product recalls and returns;
ability to successfully develop new products and obtain required regulatory approvals;
conflicts of interest which may arise between the Company and its directors and officers;
potential for legal proceedings arising in the normal course of business;
risks related to agricultural operations, including disease, insect pests, and changes in climate;
the Company’s dependence on transportation services and the possibility of disruptions;
the price of production of cannabis will vary based on a number of factors outside our control;
risks related to compliance with safety, health, and environmental regulations;
ability to protect and preserve intellectual property rights;
risk of political and economic instability in the jurisdictions in which the Company operates;
execution of the Company’s growth strategy;
ability to successfully identify and make attractive acquisitions, joint ventures or investments, or successfully integrate future acquisitions;
volatility in the Company’s common share price on the TSX and NYSE;
global economy risk, which may impact the Company’s ability to raise equity or obtain additional financing;
risks associated with foreign currency translation losses;
restrictions and covenants from the Company's loan facilities may limit the Company's ability to execute its plans;
future issuances of equity could decrease the value of the Company's shares;
the regulated nature of the industry could discourage any takeover offers;
risks associated with the absence of dividends paid to shareholders;
misappropriation of assets and security breaches;
risks associated with breaches of security at our facilities or in respect of electronic documents and data storage and risks related to breaches of applicable privacy laws;
cyber security risks, loss of information and computer systems;
no assurance we will continue to meet listing standards of the NYSE and TSX;
risk that the Company will not be able to maintain strong internal controls and be SOX compliant by the mandated deadline
risks associated with the Company’s holding company status; and
the Company’s ability to effectively and efficiently integrate MedReleaf and realize all operational synergies.

 

For additional information regarding the risks that the Company is exposed to, see the disclosure provided under the heading “Risk Factors” in the Company’s AIF dated September 24, 2018, which is available on the SEDAR website at www.sedar.com .

 

39

Aurora Cannabis Inc.

Q3 2019 MD&A

 

Internal Controls over Financial Reporting

 

There was no change in Aurora’s internal control over financial reporting (“ICFR”) during the period covered by this MD&A that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting, except to the extent they include internal controls of acquired businesses.

 

Aurora has limited the scope of design controls and procedures and internal controls over financial reporting to exclude controls, policies, and procedures over entities that are proportionately consolidated and those that were acquired by the Company not more than 365 days before the end of the financial period. These entities include:

Hempco (acquired November 14, 2017 with 52.1% interest held at March 31, 2019);
Aurora Nordic (51% interest acquired February 12, 2018);
MedReleaf (acquired July 25, 2018);
Anandia (acquired August 8, 2018);
Agropro (acquired September 10, 2018);
Borela (acquired September 10, 2018);
ICC (acquired November 22, 2018); and
Whistler (acquired March 1, 2019).

 

Excluding goodwill and intangible assets generated from these acquisitions, on a combined basis these entities constitute approximately 13% of the Company’s current assets, 20% of total assets, 8% of current liabilities, 13% of total liabilities, as well as 51% of revenue and 15% of net income as at and for the nine months ended March 31, 2019.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This MD&A includes statements containing certain "forward-looking information" within the meaning of applicable securities law. Such FLS are made as of the date of this MD&A and the Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise such FLS, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. FLS are frequently characterized by words such as "plans", "continues", "expects", “does not expect”, "projects", “budgets”, “forecasts”, "intends", "believes", "anticipates", "estimates", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. FLS are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the FLS. The Company provides no assurance that FLS will prove to be accurate, accordingly, readers should not place undue reliance on FLS. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer  sales channels, management’s estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management's estimation that selling, general and administrative expense (“SG&A”) will grow only in proportion of revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from marijuana growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, as well as "Risk Factors" in the company's AIF for the financial year ended June 30, 2018 as well as updates provided herein.

 

Certain FLS in this MD&A include, but are not limited to the following:

 

pro forma measures including revenue, registered medical patients and grams produced;
the completion of construction of production facilities, associated costs, and receipt of licenses from Health Canada to produce and sell cannabis and cannabis related products from these facilities;
the successful integration of CanniMed and MedReleaf into Aurora’s operations;
strategic investments and capital expenditures, and related benefits;
future growth expansion plans;
expectations regarding production capacity, costs and yields; and
product sales expectations and corresponding forecasted increases in revenues.

 

40

Aurora Cannabis Inc.

Q3 2019 MD&A

 

Cautionary Statement Regarding Certain Performance Measures

 

This MD&A contains certain financial performance measures that are not recognized or defined under IFRS (termed “Non-GAAP Measures”). As a result, this data may not be comparable to data presented by other licensed producers and cannabis companies. For an explanation and reconciliation of these measures to related comparable financial information presented in the interim consolidated financial statements prepared in accordance with IFRS, refer to the Financial Review section above. The Company believes that these Non-GAAP Measures are useful indicators of operating performance and are specifically used by management to assess the financial and operational performance of the Company. These Non-GAAP Measures include, but are not limited, to the following:

 

Cash cost of sales of dried cannabis sold
Cash cost to produce dried cannabis sold
Cash cost of sales per gram of dried cannabis sold
Cash cost to produce per gram of dried cannabis sold
Cannabis net revenue
Average net selling price per gram
Average net selling price per gram of dried cannabis
Average net selling price per gram equivalent of cannabis extracts
Average net selling price per gram and gram equivalent of medical cannabis
Average net selling price per gram and gram equivalent of consumer cannabis
Gross profit on cannabis sales before fair value adjustments
Gross margin on cannabis sales before fair value adjustments
Adjusted EBITDA

 

Non-GAAP measures should be considered together with other data prepared accordance with IFRS to enable investors to evaluate the Company’s operating results, underlying performance and prospects in a manner similar to Aurora’s management. Accordingly, these non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

 

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Exhibit 99.3

 

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Terry Booth, Chief Executive Officer of Aurora Cannabis Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Aurora Cannabis Inc. (the “issuer”) for the interim period ended March 31, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organization of the Treadway Commission (COSO).

 

5.2 ICFR - material weakness relating to design : N/A

 

5.3 Limitation on scope of design: The issuer has disclosed in its interim MD&A

 

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

 

(i) a proportionately consolidated entity in which the issuer has an interest;

 

(ii) N/A;

 

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

 

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2019 and ended on March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 14, 2019

 

(signed) Terry Booth

Terry Booth

Chief Executive Officer

 

 

Exhibit 99.4

 

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Glen Ibbott, Chief Financial Officer of Aurora Cannabis Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Aurora Cannabis Inc. (the “issuer”) for the interim period ended March 31, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organization of the Treadway Commission (COSO).

 

5.2 ICFR - material weakness relating to design : N/A

 

5.3 Limitation on scope of design: The issuer has disclosed in its interim MD&A

 

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

 

(i) a proportionately consolidated entity in which the issuer has an interest;

 

(ii) N/A;

 

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

 

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2019 and ended on March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 14, 2019

 

(signed) Glen Ibbott

Glen Ibbott

Chief Financial Officer