Sundial Growers Inc. (Form: 6-K, Received: 11/12/2020 06:06:42)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2020

Commission File Number 001-39005

SUNDIAL GROWERS INC.

(Registrant’s name)

#300, 919 - 11 Avenue SW

Calgary, AB T2R 1P3

Tel.: (403) 948-5227

(Address of principal executive offices)

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): ☐

SIGNATURES

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.

	SUNDIAL GROWERS INC.
Date: November 11, 2020	By:	/s/ Zach George
	Name:	Zach George
	Title:	Chief Executive Officer and Director

EXHIBIT

Exhibit		Description of Exhibit
99.1		Condensed Interim Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2020 and 2019
99.2		Management’s Discussion and Analysis for the Three and Nine Months Ended September 30, 2020 and 2019
99.3		Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.4		Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)

EXHIBIT 99.1

Sundial Growers Inc.

Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited – expressed in thousands of Canadian dollars)

Sundial Growers Inc.

Condensed Consolidated Interim Statement of Financial Position

(Unaudited - expressed in thousands of Canadian dollars)

As at	Note	September 30, 2020			December 31, 2019

Assets
Current Assets
Cash and cash equivalents			21,044			45,337
Restricted cash			5,330			15,827
Accounts receivable	5		14,449			27,638
Biological assets	6		4,492			14,309
Inventory	7		31,672			59,942
Prepaid expenses and deposits			7,260			9,564
Assets held for sale	8		2,998			—
			87,245			172,617
Non-current assets
Long-term deposits			1,800			—
Property, plant and equipment	8		119,777			281,984
Intangible assets	9		18,182			43,995
Goodwill	10		—			11,440
Total assets			227,004			510,036

Liabilities
Current liabilities
Accounts payable and accrued liabilities			26,388			58,110
Current portion of long-term debt	11		71,063			177,913
Current portion of lease obligations	12		405			722
Derivative warrant liabilities	14		4,411			—
Contingent consideration	15		—			32,501
			102,267			269,246
Non-current liabilities
Long-term debt	11		—			—
Lease obligations	12		1,136			16,227
Convertible notes	13		48,408			—
Deferred tax liability			—			3,365
Total liabilities			151,811			288,838

Shareholders’ equity
Share capital	16(b)		504,671			509,654
Warrants	16(c)		25,602			27,831
Contributed surplus			38,609			30,192
Contingent consideration			2,279			2,279
Accumulated deficit			(500,506	)		(360,338	)
Accumulated other comprehensive income			—			6,866
Total shareholders’ equity			70,655			216,484
Non-controlling interest			4,538			4,714
Total liabilities and shareholders’ equity			227,004			510,036

Going concern (note 1)

Commitments (note 25)

Subsequent events (notes 13 and 16b)

See accompanying notes to the condensed consolidated interim financial statements.

Sundial Growers Inc.

Condensed Consolidated Interim Statement of Loss and Comprehensive Loss

(Unaudited - expressed in thousands of Canadian dollars, except per share amounts)

		Three months ended September 30						Nine months ended September 30
	Note	2020			2019			2020			2019
Gross revenue	18		15,525			28,690			56,456			50,665
Excise taxes			2,660			669			9,391			1,846
Net revenue			12,865			28,021			47,065			48,819
Cost of sales	7		10,259			20,250			41,102			31,462
Inventory obsolescence	7		19,897			—			37,638			—
Gross margin before fair value adjustments			(17,291	)		7,771			(31,675	)		17,357
Change in fair value of biological assets			194			11,675			4,853			24,541
Change in fair value realized through inventory	7		(2,447	)		(5,875	)		(18,352	)		(7,564	)
Gross margin			(19,544	)		13,571			(45,174	)		34,334

General and administrative			7,158			12,415			25,501			23,860
Sales and marketing			1,117			2,056			3,427			4,801
Research and development			35			196			378			2,047
Depreciation and amortization	8,9		1,480			143			3,414			411
Foreign exchange loss (gain)			(249	)		190			(1,204	)		136
Share-based compensation	17		3,118			7,991			7,065			34,145
Restructuring costs			1,108			—			6,190			—
Asset impairment	8		60,000			—			65,659			162
Government subsidies	19		(4,081	)		—			(4,081	)		—
Loss from operations			(89,230	)		(9,420	)		(151,523	)		(31,228	)

Transaction costs			(364	)		(6,315	)		(2,762	)		(6,315	)
Finance income (costs)	20		18,197			(10,150	)		11,624			(20,293	)
Loss on financial obligation			—			(59,583	)		—			(60,308	)
(Loss) gain on disposition of PP&E			—			(19	)		488			(4	)
Loss before income tax			(71,397	)		(85,487	)		(142,173	)		(118,148	)
Income tax recovery			—			—			—			3,609
Net loss from continuing operations			(71,397	)		(85,487	)		(142,173	)		(114,539	)
Net loss from discontinued operations	4		—			(12,004	)		(33,627	)		(12,004	)
Net loss			(71,397	)		(97,491	)		(175,800	)		(126,543	)

(Loss) gain on translation of foreign operations			—			(3,869	)		600			(3,869	)
Comprehensive loss			(71,397	)		(101,360	)		(175,200	)		(130,412	)

Net loss from continuing operations attributable to:
Sundial Growers Inc.			(71,386	)		(85,448	)		(141,997	)		(114,472	)
Non-controlling interest			(11	)		(39	)		(176	)		(67	)
			(71,397	)		(85,487	)		(142,173	)		(114,539	)
Net loss attributable to:
Sundial Growers Inc.			(71,386	)		(97,452	)		(175,624	)		(126,476	)
Non-controlling interest			(11	)		(39	)		(176	)		(67	)
			(71,397	)		(97,491	)		(175,800	)		(126,543	)
Comprehensive loss attributable to:
Sundial Growers Inc.			(71,386	)		(101,321	)		(175,024	)		(130,345	)
Non-controlling interest			(11	)		(39	)		(176	)		(67	)
			(71,397	)		(101,360	)		(175,200	)		(130,412	)
Net loss per common share attributable to Sundial Growers Inc.
Basic and diluted	21	$	(0.53	)	$	(1.06	)	$	(1.51	)	$	(1.61	)

See accompanying notes to the condensed consolidated interim financial statements.

Sundial Growers Inc.

Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity

(Unaudited - expressed in thousands of Canadian dollars)

	Note	Share capital			Warrants			Contributed surplus		Contingent consideration		Accumulated deficit			Accumulated other comprehensive income			Non- controlling interest			Total equity
Balance at December 31, 2019			509,654			27,831			30,192		2,279		(360,338	)		6,866			4,714			221,198
Net loss			—			—			—		—		(175,624	)		—			(176	)		(175,800	)
Other comprehensive income			—			—			—		—		—			600			—			600
Share issuances	16(b)		15,232			—			—		—		—			—			—			15,232
Share issuance costs			(1,818	)		—			—		—		—			—			—			(1,818	)
Convertible debt - conversions	13		11,912			—			—		—		—			—			—			11,912
Derivative warrants exercised	14		8,087			—			—		—		—			—			—			8,087
Warrants expired	16(c)		—			(2,229	)		2,229		—		—			—			—			—
Dispositions	4		(38,447	)		—			—		—		35,456			(7,466	)		—			(10,457	)
Share-based compensation	17		51			—			6,188		—		—			—			—			6,239
Balance at September 30, 2020			504,671			25,602			38,609		2,279		(500,506	)		—			4,538			75,193

Balance at June 30, 2020			471,868			27,831			33,262		2,279		(429,120	)		—			4,549			110,669
Net loss			—			—			—		—		(71,386	)		—			(11	)		(71,397	)
Share issuances	16(b)		14,622			—			—		—		—			—			—			14,622
Share issuance costs			(1,818	)		—			—		—		—			—			—			(1,818	)
Convertible debt - conversions	13		11,912			—			—		—		—			—			—			11,912
Derivative warrants exercised	14		8,087			—			—		—		—			—			—			8,087
Warrants expired	16(c)		—			(2,229	)		2,229		—		—			—			—			—
Share-based compensation	17		—			—			3,118		—		—			—			—			3,118
Balance at September 30, 2020			504,671			25,602			38,609		2,279		(500,506	)		—			4,538			75,193

Sundial Growers Inc.

Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity

(Unaudited - expressed in thousands of Canadian dollars)

	Note	Share capital			Warrants			Contributed surplus			Convertible notes – equity component			Contingent consideration		Accumulated deficit			Accumulated other comprehensive income			Non- controlling interest			Total equity
Balance at December 31, 2018			65,133			3,108			9,493			3,232			—		(88,874	)		—			—			(7,908	)
Net loss			—			—			—			—			—		(126,476	)		—			(67	)		(126,543	)
Other comprehensive income			—			—			—			—			—		—			(3,869	)		—			(3,869	)
Share issuances	16(b)		197,789			—			—			—			—		—			—			—			197,789
Shares issued to related parties			63,460			5,833			—			—			—		—			—			—			69,293
Share issuance costs	16(b)		(12,499	)		—			—			—			—		—			—			—			(12,499	)
Business acquisitions			39,849			—			—			—			2,279		—			—			4,879			47,007
Convertible debt - conversions			100,994			3,052			—			(1,348	)		—		—			—			—			102,698
Warrants reclassified from liability			—			16,091			—			—			—		—			—			—			16,091
Warrants exercised	16(c)		21,791			(3,831	)		—			—			—		—			—			—			17,960
Share-based compensation	17		2,320			—			32,232			—			—		—			—			—			34,552
Employee warrants exercised	17		17,156			—			(15,911	)		—			—		—			—			—			1,245
Balance at September 30, 2019			495,993			24,253			25,814			1,884			2,279		(215,350	)		(3,869	)		4,812			335,816

Balance at June 30, 2019			111,605			—			19,407			3,232			2,279		(117,898	)		—			4,851			23,476
Net loss			—			—			—			—			—		(97,452	)		—			(39	)		(97,491	)
Other comprehensive loss			—			—			—			—			—		—			(3,869	)		—			(3,869	)
Share issuances	16(b)		190,797			—			—			—			—		—			—			—			190,797
Issued to related parties			63,460			5,833			—			—			—		—			—			—			69,293
Share issuance costs			(12,498	)		—			—			—			—		—			—			—			(12,498	)
Business acquisitions			37,248			—			—			—			—		—			—			—			37,248
Convertible debt - conversions			100,994			3,052			—			(1,348	)		—		—			—			—			102,698
Warrants reclassified from liability			—			16,091			—			—			—		—			—			—			16,091
Warrants exercised	16(c)		2,228			(723	)		—			—			—		—			—			—			1,505
Share-based compensation	17		1,738			—			6,660			—			—		—			—			—			8,398
Employee warrants exercised	17		421			—			(253	)		—			—		—			—			—			168
Balance at September 30, 2019			495,993			24,253			25,814			1,884			2,279		(215,350	)		(3,869	)		4,812			335,816

See accompanying notes to the condensed consolidated interim financial statements.

Sundial Growers Inc.

Condensed Consolidated Interim Statement of Cash Flows

(Unaudited - expressed in thousands of Canadian dollars)

		Three months ended September 30						Nine months ended September 30
	Note	2020			2019			2020			2019
Cash provided by (used in):
Operating activities
Net loss from continuing operations for the period			(71,397	)		(85,487	)		(142,173	)		(114,539	)
Items not involving cash:
Income tax recovery			—			—			—			(3,609	)
Change in fair value of biological assets			(194	)		(11,675	)		(4,853	)		(24,541	)
Share-based compensation	17		3,118			7,991			7,065			34,145
Depreciation and amortization	8,9		3,127			1,815			8,996			4,328
Loss (gain) on disposition of PP&E			—			19			(488	)		4
Inventory obsolescence	7		19,897			—			37,638			—
Transaction costs			—			1,279			—			1,279
Finance (income) costs	20		(19,558	)		6,407			(18,153	)		9,200
Loss on financial obligation			—			59,583			—			60,308
Unrealized foreign exchange loss (gain)			(243	)		229			(1,429	)		(193	)
Restructuring costs			—			—			448			—
Asset impairment	8		60,000			—			65,659			162
Change in non-cash working capital			(14,807	)		(9,528	)		(2,783	)		(24,377	)
Net cash used in operating activities from continuing operations			(20,057	)		(29,367	)		(50,073	)		(57,833	)
Net cash provided by operating activities from discontinued operations	4		—			978			4,820			978
Net cash used in operating activities			(20,057	)		(28,389	)		(45,253	)		(56,855	)
Investing activities
Additions to property, plant and equipment	8		(1,076	)		(27,334	)		(2,869	)		(91,371	)
Additions to intangible assets	9		(138	)		—			(138	)		—
Proceeds from disposal of PP&E	8		6			11			2,109			25
Acquisition of Bridge Farm	4		—			(77,023	)		—			(77,023	)
Change in non-cash working capital			(531	)		(3,007	)		(11,221	)		9,867
Net cash used in investing activities from continuing operations			(1,739	)		(107,353	)		(12,119	)		(158,502	)
Net cash used in investing activities from discontinued operations	4		—			(21,205	)		(6,617	)		(21,205	)
Net cash used in investing activities			(1,739	)		(128,558	)		(18,736	)		(179,707	)
Financing activities
Proceeds from convertible notes, net of costs	13		(167	)		(678	)		18,462			90,373
Change in restricted cash			—			93,724			10,497			(10,000	)
(Repayment) proceeds from Syndicated Credit Agreement, net of costs	11(a)		(1,931	)		82,968			(12,593	)		82,968
Payments on lease obligations	12		(93	)		(56	)		(312	)		(147	)
Proceeds from issuance of shares, net of costs	16(b)		24,588			177,019			24,588			177,474
Proceeds from Term Debt Facility, net of costs			—			143			—			105,539
Repayment of other debt instruments			—			(79,825	)		—			(88,296	)
Proceeds from exercise of equity classified warrants	16(c)		—			1,505			—			17,960
Proceeds from exercise of employee warrants	17		—			168			—			1,245
Settlement of financial obligation			—			(9,500	)		—			(9,500	)
Change in non-cash working capital			(952	)		(1,847	)		(1,595	)		(67	)
Net cash provided by financing activities from continuing operations			21,445			263,621			39,047			367,549
Net cash used in financing activities from discontinued operations	4		—			(244	)		(639	)		(244	)
Net cash provided by financing activities			21,445			263,377			38,408			367,305
Effect of exchange rate changes on cash held in foreign currency			(234	)		(1,392	)		1,288			(1,392	)
Impact of foreign currency translation from discontinued operations	4		—			(1,667	)		—			(1,667	)
Change in cash and cash equivalents			(585	)		103,371			(24,293	)		127,684
Cash and cash equivalents, beginning of period			21,629			38,434			45,337			14,121
Cash and cash equivalents, end of period			21,044			141,805			21,044			141,805

Cash interest paid			1,025			3,688			4,875			7,648

See accompanying notes to the condensed consolidated interim financial statements.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

1.	Description of business

Sundial Growers Inc. (“Sundial” or the “Company”) was incorporated under the Business Corporations Act (Alberta) on August 19, 2006.

The Company’s head office is located at 300, 919 11th Avenue SW, Calgary, Alberta, Canada.

The principal activities of the Company are the production, distribution and sale of cannabis in Canada. The production, distribution and sale of cannabis was regulated by the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) in Canada, up to and including October 16, 2018. On October 17, 2018, the ACMPR was superseded by the Cannabis Act which regulates the production, distribution, and possession of cannabis for both medical and adult recreational access in Canada.

On August 1, 2019, the Company’s common shares began trading on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “SNDL”.

Sundial does not engage in any U.S. cannabis-related activities as defined in Canadian Securities Administrators Staff Notice 51-352.

Going concern assumption

These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company is an early-stage company, has accumulated significant losses and was in non-compliance with its loan covenants (note 11a) as at December 31, 2019 and March 31, 2020. Furthermore, the Company and certain of its subsidiaries have a limited operating history and a history of negative cash flows from operating activities.

The Company has a Producer’s License at each of its two Canadian facilities, a license to sell live plants to other licensed producers and its standard processing and sales license from Health Canada. The Company has maintained compliance with all Health Canada’s requirements under these licenses.

The ability of the Company to continue as a going concern depends on the Company maintaining such licenses, the continued support of its lenders, its ability to achieve profitable operations and its ability to raise additional financing to fund current and future operating and investing activities. There is no assurance that the Company will be able to accomplish any of the foregoing objectives.

On May 14, 2020, the Company obtained a waiver under the Syndicated Credit Agreement for the December 31, 2019 interest coverage ratio covenant breach.

On June 5, 2020, the Company entered into an amended and restated credit agreement (note 11a), executed a refinancing transaction under its Term Debt Facility (note 11b), executed an intercreditor agreement and closed the sale of Bridge Farm (note 4). The amended and restated credit agreement includes a waiver for the Company’s March 31, 2020 covenant non-compliance, elimination of financial covenants other than a minimum cash balance covenant of $2.5 million until December 31, 2020 or later and a covenant requiring the Company to raise capital of US$10 million by December 1, 2020 (which was satisfied as a result of the August 2020 Offering (note 16b)). Principal repayments of $2.1 million per quarter have been rescheduled to commence on September 30, 2020 and were paid on that date. Additionally, based on the Company’s most recent financial projections, management is forecasting that the Company will be in violation of the Syndicated Credit Agreement senior funded debt to EBITDA covenant at December 31, 2020 (note 11a).

The Company plans to access the capital markets to raise additional liquidity. The Company has filed a registration statement for a mixed shelf prospectus allowing it to issue common shares in an amount up to US$100 million at its discretion and established the at-the-market equity program (the “ATM Program”) covering issuances of up to US$50 million. The Company has raised gross proceeds of US$20.0 million through the August 2020 Offering and subsequent to September 30, 2020, the Company has raised gross proceeds of US$35.5 million from sales under the ATM Program

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

(note 16b). There can be no guarantee that the Company will be able to raise additional capital on terms acceptable to it or at all. Any delay or failure to complete any additional financing would have a significant negative impact on the Company’s business, results of operations and financial condition, and the Company may be forced to curtail or cease operations or seek relief under the applicable bankruptcy or insolvency laws.

These events, combined with the accumulated losses to date, indicate the existence of a material uncertainty that casts substantial doubt on the Company’s ability to continue as a going concern. These condensed consolidated interim financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern.

COVID-19

The global impact of COVID-19 has resulted in significant declines in global stock markets and has contributed to a great deal of uncertainty as to the health of the global economy over the next 12 to 18 months. The Company has implemented several new pandemic-related procedures and protocols at its facilities, including enhanced screening measures, enhanced cleaning and sanitation processes and frequency, encouraging social distancing measures and directing employees to work from home if possible. The Company believes that it can maintain safe operations with these pandemic-related procedures and protocols in place.

The potential impact that COVID-19 will have on the Company’s business or financial results cannot be reasonably estimated at this time. However, any shutdowns requested or mandated by government authorities in response to the outbreak of COVID-19 that may affect the Company, its suppliers, distribution channels or customers may have a material impact to the Company’s planned operations.

2.	Basis of presentation

Statement of compliance

The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The condensed consolidated interim financial statements were prepared using the same accounting policies and methods as those disclosed in the audited consolidated financial statements for the year ended December 31, 2019, except as described in note 3. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the Company for the year ended December 31, 2019 which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB.

The condensed consolidated interim financial statements have been prepared on a going concern basis (note 1), based on Management’s assessment that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. These condensed consolidated interim financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern.

These condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors (“Board”) on November 11, 2020.

Basis of measurement

These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for biological assets and certain financial instruments which are measured at fair value with changes in fair value recorded in profit or loss.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Functional and presentation currency

These condensed consolidated interim financial statements are presented in Canadian dollars, which is the functional and presentation currency of the Company and its Canadian based subsidiaries. Subsidiaries incorporated in the jurisdiction of England and Wales use the Great Britain Pound as its functional currency (note 4). Sundial Deutschland GmbH and Sundial Portugal, Unipessoal LDA use the European Euro as their functional currency. Transactions in currencies other than the functional currency are translated at the rate prevailing at the date of transaction. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rate prevailing at each reporting date. Income and expense amounts are translated at the dates of the transactions.

In preparing the Company’s consolidated financial statements, the financial statements of foreign subsidiaries are translated into Canadian dollars, the functional and reporting currency of the Company. The assets and liabilities of foreign subsidiaries that do not have a functional currency of Canadian dollars, are translated into Canadian dollars using exchange rates at the reporting date. Revenues and expenses of foreign operations are translated into Canadian dollars using foreign exchange rates that approximate those on the date of the underlying transactions. Foreign exchange differences from the translation of foreign subsidiaries into Canadian dollars are recognized in Other Comprehensive Income.

Basis of consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly and indirectly, to govern the financial and operating policies of an entity and be exposed to the variable returns from its activities. The financial statements of subsidiaries are included in these condensed consolidated interim financial statements from the date that control commences until the date that control ceases.

Subsidiaries	Jurisdiction of incorporation	Percentage ownership
Sprout Technologies Inc.	Alberta, Canada		100	%
KamCan Products Inc.	British Columbia, Canada		100	%
2011296 Alberta Inc.	Alberta, Canada		100	%
Sundial Deutschland GmbH	Germany		100	%
Sundial Portugal, Unipessoal LDA	Portugal		100	%
Pathway Rx Inc.	Alberta, Canada		50	%
Sundial UK Limited⁽¹⁾	England and Wales		100	%

(1)

Discontinued operation (note 4)

3.	Significant accounting policies

The accounting policies, critical accounting judgements and significant estimates used in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2019 have been applied in the preparation of these condensed consolidated interim financial statements except as described below.

Government grants

Government grants are recognized when there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. If a grant is received but reasonable assurance and compliance with conditions is not achieved, the grant is recognized as a deferred liability until such conditions are fulfilled. When the grant relates to an expense item in nature, it is recognized as “government subsidies” in profit or loss on a systematic basis in the period in which the costs are incurred.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

4.	Discontinued operations

On February 22, 2019, the Company, through its wholly owned subsidiary, Sundial UK Limited, signed a Sale and Purchase Agreement to acquire all the issued and outstanding shares of Project Seed Topco (“Bridge Farm”). The acquisition closed on July 2, 2019. Bridge Farm was acquired to expand the Company’s business to cannabidiol (“CBD”) extraction and production, subject to certain regulatory, licensing and other restrictions, to launch CBD sales in the United Kingdom. At December 31, 2019, the Company recorded a goodwill impairment based on significant delays and uncertainties in the licensing and regulatory framework in the United Kingdom. As part of the negotiations with the Company’s senior lenders regarding a December 31, 2019 covenant breach and restructuring of its credit agreements, the Company was required to enter into a definitive sale and purchase agreement related to the sale of Bridge Farm.

On May 15, 2020, the Company entered into an agreement to sell all of the outstanding shares of Bridge Farm to a company affiliated with the former management sellers that were parties to the original acquisition (the “Bridge Farm Purchaser”) in exchange for (i) the assumption by the Bridge Farm Purchaser of $45 million of the total $115 million principal amount outstanding under the Term Debt Facility (thereby reducing the Company’s obligations thereunder to $70 million), (ii) the assumption by the Bridge Farm Purchaser of contingent consideration liabilities related to the additional share obligation and remaining earn out obligation under the original Bridge Farm acquisition agreement dated July 2, 2019 (note 15), and (iii) the cancellation of approximately 2.7 million Sundial common shares (value of $3.0 million), representing all of the shares currently held by the management sellers of Bridge Farm issued in connection with the original acquisition of Bridge Farm by the Company in 2019 (collectively, the “Bridge Farm Disposition”). The sale of Bridge Farm closed on June 5, 2020.

The Bridge Farm operations comprised the Company’s entire Ornamental Flower segment located in the United Kingdom. The Ornamental Flower segment was not previously classified as held-for-sale or as a discontinued operation as it was not highly probable that the carrying amount of the disposal group would be recovered through a sale transaction rather than through continuing use. The comparative statement of loss and comprehensive loss and statement of cash flows has been re-presented to show the discontinued operation separately from continuing operations. With the disposition of the Ornamental Flower segment, the Company no longer has multiple segments. Accordingly, the Cannabis operations in Canada comprise the entire operations of the Company.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Results of discontinued operations

	Three months ended September 30					Nine months ended September 30
	2020		2019 ⁽¹⁾			2020 ⁽²⁾			2019 ⁽¹⁾
Gross revenue		—		5,491			22,139			5,491
Net revenue		—		5,491			22,139			5,491
Cost of sales		—		4,572			15,633			4,572
Gross margin before fair value adjustments		—		919			6,506			919
Change in fair value of biological assets		—		181			1,064			181
Change in fair value realized through inventory		—		—			(1,122	)		—
Gross margin		—		1,100			6,448			1,100

General and administrative		—		2,162			8,585			2,162
Sales and marketing		—		411			1,418			411
Depreciation and amortization		—		1,135			2,752			1,135
Foreign exchange loss		—		—			1,057			—
Share-based compensation		—		407			(826	)		407
Loss from operations		—		(3,015	)		(6,538	)		(3,015	)

Transaction costs		—		(1,436	)		—			(1,436	)
Finance costs		—		(2,408	)		(10,083	)		(2,408	)
Loss on contingent consideration		—		(5,835	)		(2,252	)		(5,835	)
Gain on investment		—		165			—			165
Gain (loss) on disposition of PP&E		—		13			—			13
Loss on disposition of Bridge Farm		—		—			(14,979	)		—
Loss before income tax		—		(12,516	)		(33,852	)		(12,516	)
Income tax recovery		—		512			225			512
Net loss ⁽³⁾		—		(12,004	)		(33,627	)		(12,004	)

(1)

Period July 2, 2019 to September 30, 2019

(2)

Period January 1, 2020 to June 5, 2020

(3)

Net loss from the discontinued operations is attributable entirely to the owners of the Company.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Effect of disposal on the financial position of the Company


Cash and cash equivalents	2,963
Accounts receivable	15,641
Biological assets	2,831
Inventory	787
Property, plant and equipment	88,698
Goodwill	11,345
Intangible assets	23,884
Accounts payable and accrued liabilities	(22,792	)
Lease obligation	(14,894	)
Deferred tax liability	(3,115	)
Accumulated other comprehensive income	(7,466	)
Net assets and liabilities	97,882

Consideration received
Term Debt Facility	45,000
Contingent consideration liability	34,912
Cancellation of common shares	2,991
Total consideration	82,903

Loss on disposition	(14,979	)

5.	Accounts receivable

As at	September 30, 2020		December 31, 2019
Trade receivables		14,323		24,684
Other receivables		126		2,954
		14,449		27,638

The Company has calculated expected credit losses (“ECLs”) based on lifetime expected credit losses, taking into consideration historical credit loss experience and financial factors specific to the debtors and general economic conditions. The Company has evaluated the potential impact of COVID-19 on the collection of its trade receivables and concluded that it does not currently have a material impact. Refer to note 22 for credit risk disclosures.

6.	Biological assets

The Company’s biological assets consist of cannabis plants in various stages of vegetation, including plants which have not been harvested. The change in carrying value of biological assets are as follows:

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

As at	September 30, 2020			December 31, 2019
Balance, beginning of year		14,309			876
Increase in biological assets due to capitalized costs		33,942			62,331
Net change in fair value of biological assets		5,917			30,726
Transferred to inventory upon harvest		(46,833	)		(80,991	)
Acquisitions		—			1,288
Disposition of Bridge Farm (note 4)		(2,831	)		—
Foreign currency translation		(12	)		79
Balance, end of period		4,492			14,309

Biological assets are valued in accordance with IAS 41 and are presented at their fair value less costs to sell up to the point of harvest. This is determined using a model which estimates the expected harvest yield in grams for plants currently being cultivated, and then adjusts that amount for the expected selling price less costs to sell per gram.

The fair value measurements for biological assets have been categorized as Level 3 fair values based on the inputs to the valuation technique used. The Company’s method of accounting for biological assets attributes value accretion on a straight-line basis throughout the life of the biological asset from initial cloning to the point of harvest.

Management believes the most significant unobservable inputs and their impact on fair value of biological assets are as follows:

Assumption	Input	Weighted average input				Effect of 10% change ($000s)
		September 30 2020		December 31 2019		September 30 2020		December 31 2019
Yield per square foot of growing space⁽¹⁾	Grams		42		47		443		1,183
Average net selling price⁽²⁾	$/gram		5.30		5.47		1,317		3,021
After harvest cost to complete and sell	$/gram		1.48		2.34		272		267

(1)

Varies by strain; obtained through historical growing results or grower estimate if historical results are not available.

(2)

Varies by strain and sales market; obtained through average selling prices or estimated future selling prices if historical results are not available.

These estimates are subject to volatility in market prices and several uncontrollable factors, which could significantly affect the fair value of biological assets in future periods.

The Company estimates the harvest yields for cannabis at various stages of growth. As at September 30, 2020, it is estimated that the Company’s biological assets will yield approximately 6,091 kilograms (December 31, 2019 – 10,455 kilograms) of dry cannabis when harvested. During the nine months ended September 30, 2020, the Company harvested 22,396 kilograms of dry cannabis (nine months ended September 30, 2019 – 23,115 kilograms).

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

Inventory

As at	September 30, 2020		December 31, 2019
Harvested cannabis		22,113		50,403
Cannabis supplies and consumables		9,559		8,808
Ornamental flowers, supplies and consumables (note 4)		—		731
		31,672		59,942

At September 30, 2020, the Company held 11,877 kilograms of harvested cannabis (December 31, 2019 – 8,380 kilograms) in inventory. During the three and nine months ended September 30, 2020, inventories of $10.3 million and $41.1 million were recognized as an expense (three and nine months ended September 30, 2019 - $20.3 million and $31.5 million). Included in inventories expensed for the three and nine months ended September 30, 2020 is an

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

excess and obsolete inventory provision of 19.9 million and $37.6 million. Included in change in fair value realized through inventory is the fair value component of the excess and obsolete inventory provision for the three and nine months ended September 30, 2020 of 1.0 million and $11.0 million.

8.	Property, plant and equipment

	Land and buildings			Production facilities			Equipment			Right of use assets			Construction in progress (“CIP”)			Total
Cost
Balance at December 31, 2019		26,606			166,442			24,021			16,509			58,031			291,609
Additions		8			158			2,786			780			4,319			8,051
Transfers from CIP		507			5,720			2,287			—			(8,514	)		—
Reclassification to assets held for sale		(1,547	)		—			—			—			(1,451	)		(2,998	)
Dispositions		(499	)		(162	)		(50	)		(825	)		(991	)		(2,527	)
Disposition of Bridge Farm (note 4)		(16,300	)		(21,587	)		(249	)		(14,431	)		(39,734	)		(92,301	)
Foreign currency translation		(137	)		(181	)		(1	)		(122	)		(347	)		(788	)
Balance at September 30, 2020		8,638			150,390			28,794			1,911			11,313			201,046

Accumulated amortization and impairment
Balance at December 31, 2019		3			5,400			3,697			363			162			9,625
Depreciation		475			5,342			3,532			531			—			9,880
Impairment		—			60,000			—			—			5,659			65,659
Dispositions		—			(37	)		(44	)		(176	)		—			(257	)
Disposition of Bridge Farm (note 4)		(473	)		(2,879	)		—			(251	)		—			(3,603	)
Foreign currency translation		(5	)		(27	)		—			(3	)		—			(35	)
Balance at September 30, 2020		—			67,799			7,185			464			5,821			81,269

Net book value
Balance at December 31, 2019		26,603			161,042			20,324			16,146			57,869			281,984
Balance at September 30, 2020		8,638			82,591			21,609			1,447			5,492			119,777

During the nine months ended September 30, 2020, no salaries and benefits were capitalized. During the nine months ended September 30, 2019 – $0.3 million in salaries and benefits was capitalized, including $0.3 million associated with construction in progress. In addition, no interest associated with construction in progress was capitalized during the nine months ended September 30, 2020 (nine months ended September 30, 2019 – $1.3 million). Construction in progress relates to the construction of production facilities and related infrastructure.

During the nine months ended September 30, 2020, the Company signed a purchase and sale agreement to sell certain non-core assets within the Cannabis segment, consisting of land, building and equipment, located in Kamloops, British Columbia, for gross cash proceeds of $2.1 million. The sale closed on March 27, 2020.

During the nine months ended September 30, 2020, the Company determined that indicators of impairment existed with respect to the Company’s B.C. cash generating unit (“CGU”) as a result of the Company’s disposition of its Kamloops property and decision to suspend further construction and development activities on its Merritt facility due to market conditions and available financing. Approximately $10.0 million had been invested into the Merritt facility which consisted of land and construction in progress. A test for impairment was performed at the CGU level by comparing the estimated recoverable amount to the carrying values of the assets. The estimated recoverable amount

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

of the assets was determined to be their fair value less costs of disposal and an impairment of $5.7 million was recorded to write down the assets to their recoverable amount of $4.2 million. The recoverable amount of these assets was further reduced to $2.9 million due to the Company receiving utility deposits back resulting from the deferral of the facility. Management is committed to a plan to sell the Merritt facility and the asset is available for immediate sale, resulting in the reclassification to assets held for sale on the consolidated statement of financial position.

Due to decreasing estimates for the size of the potential Canadian cannabis market, the Company has curtailed the number of flowering rooms being used for cultivation at its Olds facility. In addition, the carrying amount of the Company’s total net assets significantly exceeded the Company’s market capitalization. In light of these circumstances, the Company has determined that indicators of impairment existed at September 30, 2020.

The impairment test for the Company’s Alberta CGU used a value in use approach based on internal cash flow estimates at September 30, 2020 and a discount rate of 25%. The discount rate was estimated based on the Company’s weighted average cost of capital, adjusted for risks specific to the CGU. The estimated cash flows were based on a 5-year model taking in account forecasted Canadian cannabis industry activity market size and Sundial’s forecasted market share. A terminal value thereafter was applied. Based on the analysis, the Company determined there was an impairment of the Company’s Alberta CGU of $60.0 million for the three and nine months ended September 30, 2020 (2019 - nil), as the estimated recoverable amount for this CGU was lower than the respective carrying amount. The estimated value in use for the Company’s Alberta CGU was sensitive to an increase in the discount rate. An increase to the discount rate by 1% would increase impairment by approximately $9.2 million.

9.	Intangible assets

	Brands and trademarks			Patents		Customer relationships			Other			Total
Cost
Balance at December 31, 2019		8,386			13,551		19,578			3,778			45,293
Additions		138			—		—			—			138
Disposition of Bridge Farm (note 4)		(3,066	)		—		(19,415	)		(3,747	)		(26,228	)
Foreign currency translation		(25	)		—		(163	)		(31	)		(219	)
Balance at September 30, 2020		5,433			13,551		—			—			18,984

Accumulated amortization
Balance at December 31, 2019		131			—		976			191			1,298
Depreciation		353			508		842			165			1,868
Disposition of Bridge Farm (note 4)		(190	)		—		(1,801	)		(353	)		(2,344	)
Foreign currency translation		—			—		(17	)		(3	)		(20	)
Balance at September 30, 2020		294			508		—			—			802

Net book value
Balance at December 31, 2019		8,255			13,551		18,602			3,587			43,995
Balance at September 30, 2020		5,139			13,043		—			—			18,182

Brands and trademarks consist of intellectual property purchased from Sun 8 Holdings Inc. with a useful life of 15 years and other intellectual property with a useful life of 12 years.

Patents consist of intellectual property acquired through the acquisition of Pathway Rx Inc. consisting of proprietary rights to certain technology, copyrights and trademarks with a useful life of 20 years.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Brands and trademarks consisting of intellectual property acquired as part of the Bridge Farm acquisition, customer relationships and other intangible assets consisting of non-compete clauses and energy credits were disposed of as part of the sale of Bridge Farm (note 4).

10.

Goodwill

Net book value
Balance at December 31, 2018	—
Acquisitions through business combinations	107,053
Foreign currency translation	4,692
Impairment	(100,305	)
Balance at December 31, 2019	11,440
Disposition of Bridge Farm (note 4)	(11,345	)
Foreign currency translation	(95	)
Balance at September 30, 2020	—

At December 31, 2019, goodwill was comprised of the goodwill in the Bridge Farm nursery business (flowers, plants and herbs) which was disposed of as part of the sale of Bridge Farm (note 4).

11.

Debt

	Interest rate	Maturity	Principal		September 30 2020		December 31 2019
Syndicated Credit Agreement ^(a)
Syndicated facility	Prime + 2.5%	Aug 27, 2021		74,000		71,063		82,910
Operating facility	Prime + 2.5%	Aug 27, 2021		5,330		—		—
Term Debt Facility^(b)
First tranche	9.75%	Jul 27, 2023		115,000		—		95,003
						71,063		177,913

Current portion						71,063		177,913
Long term						—		—

Syndicated Credit Agreement

As at	September 30, 2020			December 31, 2019
Principal value of debt		71,900			84,000
Transaction costs		(1,641	)		(1,313	)
Accretion		804			223
		71,063			82,910

At December 31, 2019, the Syndicated Credit Agreement, as written, contained certain financial covenants to maintain:

(i)

An available cash balance to March 31, 2020;

(ii)

A certain interest coverage ratio as at December 31, 2019;

(iii)

A certain senior funded debt to EBITDA ratio as at March 31, 2020 and as at the end of every fiscal quarter thereafter; and

(iv)

A fixed charge coverage ratio at March 31, 2020 and as at the end of every fiscal quarter thereafter.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

At December 31, 2019, the Company was not in compliance with the interest coverage ratio covenant under its Syndicated Credit Agreement, which caused a cross-default under the Term Debt Facility. As a result, as at December 31, 2019, the full principal amount of the Syndicated Credit Agreement and the Term Debt Facility were classified as current liabilities on the Company’s consolidated statement of financial position. The Company obtained a waiver under the Syndicated Credit Agreement for the December 31, 2019 interest coverage ratio covenant breach and a waiver for any corresponding breaches of the Term Debt Facility. Under the terms of the waivers, the Company agreed that on or before April 15, 2020 it would (i) enter into a definitive purchase agreement related to the sale of Bridge Farm and (ii) enter into term sheets with the each of the respective lenders under the Syndicated Credit Agreement and Term Debt Facility setting out a financing strategy for the Company. On April 15, 2020, the Company and its senior lenders agreed to amend the terms of the waiver by extending the date required to enter into a definitive purchase agreement related to the sale of Bridge Farm to April 30, 2020, and on May 1, 2020, the date was extended to May 11, 2020. On May 12, 2020, the Company announced that the previously extended waiver expired, however, on May 14, 2020, the Company obtained a new waiver for the December 31, 2019 covenant breach as described below.

At March 31, 2020, the Company was not in compliance with the senior funded debt to EBITDA ratio covenant under its Syndicated Credit Agreement, which caused a cross-default under the Term Debt Facility. As a result, as at March 31, 2020, the full principal amount of the Syndicated Credit Agreement and the Term Debt Facility continued to be classified as current liabilities on the Company’s consolidated statement of financial position.

On May 14, 2020, the Company obtained a waiver under the Syndicated Credit Agreement for the December 31, 2019 interest coverage ratio covenant breach, the March 31, 2020 senior funded debt to EBITDA ratio covenant breach and any corresponding breaches of the Term Debt Facility. Under the terms of the waivers, the Company agreed that on or before June 1, 2020 it would (i) execute an amended and restated credit agreement under its Syndicated Facility, (ii) execute a refinancing transaction under its Term Debt Facility, (iii) execute an intercreditor agreement, and (iv) close the sale of Bridge Farm.

On June 1, 2020, the Company’s senior lenders amended the terms of the May 14, 2020 waivers and agreements extending the required completion of defined milestones to June 5, 2020.

On June 5, 2020, the Company entered into an amended and restated credit agreement, executed a refinancing transaction under its Term Debt Facility (note 11b), executed an intercreditor agreement and closed the sale of Bridge Farm (note 4). The amended and restated credit agreement includes a waiver for the Company’s March 31, 2020 covenant non-compliance, elimination of financial covenants other than a minimum cash balance covenant of $2.5 million until December 31, 2020 or later and a covenant requiring the Company to raise capital of US$10 million by December 1, 2020 (which was satisfied as a result of the August 2020 Offering (note 16b)). Additionally, principal repayments of $2.1 million per quarter have been rescheduled to commence on September 30, 2020 and were paid on that date.

At September 30, 2020, the Syndicated Credit Agreement contained certain financial covenants to maintain:

(i)

a minimum unrestricted cash balance of $2.5 million;

(ii)

a senior funded debt to EBITDA ratio (as such terms are defined in the Syndicated Credit Agreement) of not greater than 2.75 to 1.00 as at December 31, 2020 (due to the aggregate unconverted principal amount of the Unsecured Convertible Notes being less than US$5.0 million, note 13b) and as at the end of every fiscal quarter thereafter; and

(iii)

a fixed charge coverage ratio of not less than 1.50 to 1.00 as at December 31, 2020 (due to the aggregate unconverted principal amount of the Unsecured Convertible Notes being less than US$5.0 million, note 13b) and as at the end of every fiscal quarter thereafter.

At September 30, 2020, the Company was in compliance with all financial covenants under the Syndicated Credit Agreement. Additionally, based on the Company’s most recent financial projections, management is forecasting that the Company will be in violation of the Syndicated Credit Agreement senior funded debt to EBITDA covenant at December 31, 2020.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

term debt facility

As at	September 30, 2020		December 31, 2019
Principal value of debt		—		115,000
Transaction costs		—		(9,461	)
Accretion		—		3,397
Fair value assigned to warrants, at issuance		—		(13,933	)
		—		95,003

At December 31, 2019, the Company was subject to three financial covenants under this facility, so long as the principal amount owing under the Term Debt Facility was greater than $75 million.

On June 5, 2020, the Company entered into a restructuring and novation agreement (the “Restructuring and Novation Agreement”) and a securities restructuring agreement (the “Securities Restructuring Agreement”) whereby $45.0 million of principal from the Term Debt Facility was assigned to the Bridge Farm Purchaser and the remaining $73.2 million of principal plus accrued interest was extinguished and replaced with $73.2 million senior second lien convertible notes of the Company (note 13a).

12.	Lease obligations

	September 30, 2020			December 31, 2019
Balance, beginning of year		16,949			214
Adoption of IFRS 16		—			1,119
Acquisitions		—			15,179
Liabilities incurred		780			674
Lease payments		(829	)		(778	)
Dispositions		(735	)		(468	)
Interest expense		392			444
Disposition of Bridge Farm (note 4)		(14,894	)		—
Foreign currency translation		(122	)		565
Balance, end of period		1,541			16,949

Current portion		405			722
Long-term		1,136			16,227

The Company’s minimum lease payments are as follows:

	September 30, 2020
Less than one year		493
One to three years		971
Three to five years		268
Thereafter		—
Minimum lease payments		1,732
Amounts representing finance charges		(191	)
Net minimum lease payments		1,541

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

13.	Convertible notes

	September 30, 2020
Balance, beginning of year		—
Secured Convertible Note - Fair Value on issuance^(a)		54,693
Unsecured Convertible Notes - Fair Value on issuance^(b)		16,113
Converted to common shares		(12,079	)
Change in fair value recognized in profit or loss		(10,231	)
Unrealized foreign exchange loss		(88	)
Balance, end of period		48,408

(a)

Secured Convertible Note

Principal balance	September 30, 2020
Balance, beginning of year		—
Issued		73,227
Balance, end of period		73,227

On June 5, 2020, in connection with the Restructuring and Novation Agreement, the Company entered into the Securities Restructuring Agreement, pursuant to which the $73.2 million balance of the Term Debt Facility was extinguished and replaced with a $73.2 million senior second lien convertible note (the “Secured Convertible Note”), convertible into common shares at an initial conversion price of US$1.00 per common share. The Company also issued common share purchase warrants to acquire up to 17.5 million common shares at an initial exercise price of US$1.00 per warrant and common share purchase warrants to acquire up to 17.5 million common shares at an initial exercise price of US$1.20 per warrant (the “Secured Convertible Note Warrants”) (note 14a).

The Secured Convertible Note matures on June 5, 2022 and does not bear interest, except upon the occurrence of defined triggering events. The Secured Convertible Note is secured by a second priority lien on the assets and property of the Company.

The Secured Convertible Note can be converted into common shares at any time after the earlier of the date upon which the indebtedness under the Unsecured Convertible Notes is less than US$3.0 million (note 14b) and February 1, 2021. On September 30, 2020, the indebtedness under the Unsecured Convertible Notes was less than US$3.0 million and the Company subsequently filed a registration statement which allows the holders to offer and sell the common shares issuable upon conversion or exercise of the Secured Convertible Note and Secured Convertible Note Warrants. The registration statement was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 22, 2020.

Beginning on October 22, 2020, up to $10 million of principal of the Secured Convertible Note can be converted into common shares per month at an alternate conversion price equal to the lower of (i) the applicable conversion price in effect on such conversion date, and (ii) the greater of (a) US$0.1624 and (b) 92% of the volume weighted average price of the Company’s common shares during the eight consecutive trading day period ending and including the date of delivery of the conversion notice. The Secured Convertible Note and related warrants do not permit the holder to have beneficial ownership of the outstanding common shares in excess of 9.99%.

The conversion or exercise price, as applicable, is subject to full ratchet antidilution protection upon any subsequent transaction at a price lower than the price then in effect and standard adjustments in the event of any share split, share dividend, share combination, recapitalization or other similar transaction. If the Company issues, sells or enters into any agreement to issue or sell, any variable rate securities, the investors have the additional right to substitute the variable price (or formula) of such securities for the conversion or exercise price, as applicable.

The Secured Convertible Note has been designated as Fair Value Through Profit or Loss (“FVTPL”) (note 22).

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

As a result of the August 2020 Offering, the conversion price for the Secured Convertible Note was adjusted to US$0.8474 per common share. As of November 9, 2020, as a result of sales under the ATM Program, the conversion price of the Secured Convertible Note was adjusted to US$0.6560 per common share. The foregoing conversion price may be further adjusted as the result of future sales under the ATM Program or other offerings, if any.

Subsequent to September 30, 2020, $18.3 million aggregate principal of the Secured Convertible Note was converted into common shares at a weighted average conversion price of $0.2122 resulting in the issuance of 86.0 million common shares. As of November 9, 2020, $55.0 million aggregate principal amount of Secured Convertible Note remained outstanding.

(b)

Unsecured Convertible Notes

Principal balance (USD)	September 30, 2020
Balance, beginning of year		—
Issued		18,000
Converted to common shares		(15,594	)
Balance, end of period		2,406

On June 5, 2020, in connection with the debt restructuring transactions, the Company entered into a securities purchase agreement providing for the sale of a new series of unsecured senior subordinated convertible notes (the “Unsecured Convertible Notes”) in the aggregate principal amount of US$18.0 million, convertible into common shares at any time at the option of the holder at an initial conversion price of US$1.00, and common share purchase warrants to acquire up to 14.5 million common shares at an initial exercise price of US$0.9338 per common share (the “Unsecured Convertible Notes Warrants”) (note 14b). In connection with the securities purchase agreement, placement agents for the offering were issued common share purchase warrants to acquire up to 1,080,000 common shares at an initial exercise price of US$1.00 per common share (the “Agent Warrants”) (note 14c).

The Unsecured Convertible Notes mature on June 5, 2022 and do not bear interest, except upon the occurrence of defined triggering events.

The Unsecured Convertible Notes can be converted into common shares at any time. The terms of the Unsecured Convertible Notes were amended in August 2020 to allow the entire principal amount to be converted into common shares at an alternate conversion price equal to the lower of (i) the applicable conversion price in effect on such conversion date, and (ii) the greater of (a) US$0.1624 and (b) 88% of the lowest volume weighted average price of the Company’s common shares during the five consecutive trading day period ending and including the date of delivery of the conversion notice. The Unsecured Convertible Notes and related warrants do not permit the holder to have beneficial ownership of the outstanding common shares in excess of 9.99%.

The Unsecured Convertible Notes have been designated as FVTPL (note 22).

As a result of the August 2020 Offering, the conversion price for the Unsecured Convertible Notes was adjusted to US$0.8474 per common share. As of November 9, 2020, as a result of sales under the ATM Program, the conversion price of the Unsecured Convertible Notes was adjusted to US$0.6560 per common share. The foregoing conversion price may be further adjusted as the result of future sales under the ATM Program or other offerings, if any.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

During the period July 16, 2020 to September 30, 2020, US$15.6 million aggregate principal was converted into common shares at a weighted average exercise price of US$0.2516 resulting in the issuance of 62.0 million common shares (note 16b). At September 30, 2020, US$2.4 million aggregate principal amount of Unsecured Convertible Notes remained outstanding.

Subsequent to September 30, 2020, an additional US$2.4 million aggregate principal of Unsecured Convertible Notes was converted into common shares at a weighted average exercise price of US0.1631 resulting in the issuance of 14.7 million common shares. As of November 9, 2020, US$16.0 thousand aggregate principal amount of Unsecured Convertible Notes remained outstanding.

14.	Derivative warrant liabilities

	September 30, 2020
Balance, beginning of year		—
Secured Convertible Note Warrants - Fair Value on issuance^(a)		6,683
Unsecured Convertible Notes Warrants - Fair Value on issuance^(b)		3,961
Agent Warrants - Fair Value on issuance^(c)		504
Series A and Series B Warrants - Fair Value on issuance^(d)		11,784
Converted to common shares		(8,087	)
Change in fair value recognized in profit or loss		(10,468	)
Unrealized foreign exchange loss		34
Balance, end of period		4,411

(a)

Secured Convertible Note Warrants

The Secured Convertible Note Warrants were issued on June 5, 2020 and expire 36 months from the date of issuance. The Secured Convertible Note Warrants can be converted into common shares at any time after the earlier of the date upon which the indebtedness under the Unsecured Convertible Notes is less than US$3.0 million and February 1, 2021. On September 30, 2020, the indebtedness under the Unsecured Convertible Notes was less than US$3.0 million and the Company subsequently filed an F-3 registration statement with a date of effectiveness of October 22, 2020. In certain circumstances, the Secured Convertible Note Warrants are subject to forced exercise provisions whereby the Company can force exercise should the volume weighted average price of the Company’s common shares exceed US$2.00.

As a result of the August 2020 Offering, the conversion price for the Secured Convertible Note Warrants was adjusted to US$0.3955 per common share. As of November 9, 2020, as a result of sales under the ATM Program, the exercise price of the Secured Convertible Note Warrants was adjusted to US$0.1766 per common share. The foregoing exercise price may be further adjusted as the result of future sales under the ATM Program or other offerings, if any.

(b)

Unsecured Convertible Notes Warrants

The Unsecured Convertible Notes Warrants were issued on June 5, 2020, are immediately exercisable, and expire 42 months from the date that the underlying common shares become freely tradeable, which was July 16, 2020. In certain circumstances, the Unsecured Convertible Notes Warrants are subject to forced exercise provisions whereby the Company can force exercise should the volume weighted average price of the Company’s common shares exceed US$2.8014.

As a result of the August 2020 Offering, the conversion price for the Unsecured Convertible Notes Warrants was adjusted to US$0.3955 per common share. As of November 9, 2020, as a result of sales under the ATM Program, the exercise price of the Unsecured Convertible Notes Warrants was adjusted to US$0.1766 per common share. The foregoing exercise price may be further adjusted as the result of future sales under the ATM Program or other offerings, if any.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

As a result of the At-the-Market Offering Program, the foregoing conversion and exercise prices will be subject to further adjustment.

Subsequent to September 30, 2020, 4.8 million Unsecured Convertible Notes Warrants were exercised at a weighted average exercise price of US$0.1766 per warrant resulting in the issuance of 4.8 million common shares and gross proceeds to the Company of US$0.9 million. As of November 9, 2020, 9.6 million Unsecured Convertible Notes Warrants remained outstanding.

(c)

Agent Warrants

The Agent Warrants were issued on June 5, 2020, are immediately exercisable, and expire on June 5, 2025. The Agent Warrants do not permit the holder to have beneficial ownership of the outstanding common shares in excess of 4.99%.

(d)

Series a and series b warrants

On August 18, 2020, in connection with the August 2020 Offering, the Company issued 40.1 million Series A Warrants and 14.3 million Series B Warrants (note 16b). The Series A Warrants and Series B Warrants are exercisable immediately and have a term of five years commencing on the date of issuance. The exercise price of the Series A Warrants are US$0.75 per common share and the exercise price of the Series B Warrants are US$0.0001 per common share.

On August 19, 2020, 9.2 million Series B Warrants were converted into common shares and on August 20, 2020, the remaining 5.1 million Series B Warrants were converted into common shares (note 16b).

As of November 9, 2020, as a result of sales under the ATM Program, the exercise price of the Series A Warrants was adjusted to US$0.1766 per common share. The exercise price of the Series A Warrants may be further adjusted as the result of future sales under the ATM Program or other offerings, if any.

Subsequent to September 30, 2020, 3.0 million Series A Warrants were exercised at a weighted average exercise price of US$0.1766 per warrant resulting in the issuance of 3.0 million common shares and gross proceeds to the Company of US$0.5 million. As of November 9, 2020, 37.1 million Series A Warrants remained outstanding.

The following table summarizes outstanding derivative warrants as at September 30, 2020:

	Exercise price (USD)⁽¹⁾		Number of warrants		Weighted average contractual life
Series A Warrants		0.75		40,100,000		4.9
Secured Convertible Note Warrants		0.3955		35,000,000		2.7
Unsecured Convertible Notes Warrants		0.3955		14,456,429		3.3
Agent Warrants		1.00		1,080,000		4.7
				90,636,429		1.6

(1)

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

15.	Contingent consideration

	September 30, 2020
Balance, beginning of year		32,501
Change in fair value recognized in profit or loss		2,252
Unrealized foreign exchange loss		1,058
Foreign currency translation		(899	)
Disposition of Bridge Farm (note 4)		(34,912	)
Balance, end of period		—

Contingent consideration was comprised of the fair value of the incremental shares potentially issuable in connection with the acquisition of Bridge Farm and the fair value of earn-out payments owed to the sellers of Bridge Farm.

At June 5, 2020, the fair value of the incremental shares was $34.6 million and the fair value of the earn out shares was $0.3 million. On June 5, 2020, the total contingent consideration of $34.9 million was assumed by the Bridge Farm Purchaser as part of the consideration for the Bridge Farm Disposition (note 4).

16.	Share capital and warrants

(a)

Authorized

The authorized capital of the Company consists of an unlimited number of voting common shares and preferred shares with no par value.

(b)

Issued and outstanding

		September 30, 2020						December 31, 2019
	Note	Number of Shares			Carrying Amount			Number of Shares		Carrying Amount
Balance, beginning of year			107,180,423			509,654			68,648,984		65,133
Initial public offering			—			—			11,000,000		189,518
Shares issued for assets			—			—			797,952		6,537
Share issuances	14,15		25,978,022			15,232			394,926		2,323
Shares issued to related parties			—			—			3,730,963		63,460
Share issuance costs			—			(1,818	)		—		(12,770	)
Business acquisitions			—			—			2,696,800		39,849
Disposition of Bridge Farm	4		(2,716,271	)		(38,447	)		—		—
Convertible debt - conversions	13		61,976,599			11,912			13,108,676		113,526
Derivative warrants exercised	14		14,280,000			8,087			—		—
Warrants exercised			—			—			4,551,082		21,882
Shares issued for services			—			—			164,080		2,320
RSUs exercised	17(c)		15,156			51			57,960		195
Employee warrants exercised			—			—			2,029,000		17,681
Balance, end of period			206,713,929			504,671			107,180,423		509,654

August 2020 Offering

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

sold at a price of US$0.50 per unit, less US$0.0001 per unit. Gross proceeds from this offering were US$20 million. The Series A Warrants and Series B Warrants were exercisable immediately and have a term of five years commencing on the date of issuance. The exercise price of the Series A Warrants was US$0.75 per common share and the exercise price of the Series B Warrants was US$0.0001 per common share.

On August 19, 2020, 9.2 million Series B Warrants were converted into common shares and on August 20, 2020, the remaining 5.1 million Series B Warrants were converted into common shares.

At-the-Market Offering Program

On August 13, 2020, the Company entered into an equity distribution agreement to establish the ATM Program which allows the Company to offer and sell common shares having an aggregate offering price of up to US$50 million.

No sales were made under the ATM Program prior to September 30, 2020. During the period from October 1, 2020 to November 9, 2020, the Company issued 121.9 million common shares at a weighted average exercise price of US$0.2910 for gross proceeds of $46.3 million.

(c)

Common share purchase warrants

	Number of Warrants			Carrying Amount
Balance at December 31, 2019		6,165,324			27,831
Warrants expired		(1,042,112	)		(2,229	)
Balance at September 30, 2020		5,123,212			25,602

The following table summarizes outstanding equity classified warrants as at September 30, 2020:

	Warrants outstanding and exercisable
Issued in relation to	Weighted average exercise price		Number of warrants		Weighted average contractual life (years)
12% Convertible notes (USD)	USD 3.75			377,688		0.1
12% Convertible notes (CAD)		4.38		1,812,634		0.0
Acquisition of financial obligation		15.94		480,000		1.8
Term debt financing (60%)		20.76		1,495,665		1.8
Term debt financing (40%)		21.63		957,225		1.8
		13.50		5,123,212		1.1

17.	Share-based compensation

The Company has a number of equity-settled share-based compensation plans which include simple and performance warrants, stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”). Further detail on each of these plans is outlined below. Subsequent to the Company’s initial public offering, the Company established the stock option, RSU and DSU plans to replace the granting of simple warrants and performance warrants.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

The components of share-based compensation expense are as follows:

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020			2019
Simple warrants^(a)		1,611		4,746		3,385			19,743
Performance warrants^(a)		—		1,182		(42	)		11,757
Stock options^(b)		167		—		489			—
Restricted share units^(c)		769		—		1,454			—
Deferred share units^(c)		571		325		1,779			325
Shares issued for services		—		1,738		—			2,320
		3,118		7,991		7,065			34,145

In determining the amount of share-based compensation, the Company used the Black-Scholes option pricing model to estimate the fair value of units granted during the nine months ended September 30, 2020 and year ended December 31, 2019 through the application of the following assumptions:

	September 30, 2020	December 31, 2019
Risk-free interest rate	0.28% - 0.29%	1.41% - 1.88%
Expected life of units (years)	10	2 - 10
Expected annualized volatility	143%	97% - 116%
Expected dividend yield	Nil	Nil
Weighted average Black-Scholes value of each unit	$1.13 - $1.17	$0.67 - $23.55

Volatility was estimated by using the historical volatility of peer companies that the Company considers comparable, which have trading and volatility history. The expected life in years represents the period of time that the units granted are expected to be outstanding. The risk-free rate was based on Government of Canada bond rates of comparable duration.

Simple and performance warrants

The Company issued simple warrants and performance warrants to employees, directors and others at the discretion of the Board. Simple and performance warrants granted generally vest annually in thirds over a three-year period and expire five years after the grant date.

The following table summarizes changes in the simple and performance warrants during the nine months ended September 30, 2020:

	Simple warrants outstanding			Weighted average exercise price		Performance warrants outstanding			Weighted average exercise price
Balance at December 31, 2019		9,815,000		$	4.01		5,798,822		$	2.66
Forfeited		(2,246,400	)		6.48		(1,433,540	)		4.42
Balance at September 30, 2020		7,568,600		$	3.27		4,365,282		$	2.08

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

The following table summarizes outstanding simple and performance warrants as at September 30, 2020:

	Warrants outstanding						Warrants exercisable
Range of exercise prices	Number of warrants		Weighted average exercise price		Weighted average contractual life (years)		Number of warrants		Weighted average exercise price		Weighted average contractual life (years)
Simple warrants
$0.63 - $0.94		3,619,000		0.68		3.55		3,619,000		0.68		3.55
$1.25 - $1.88		560,000		1.50		3.80		560,000		1.50		3.80
$2.97 - $4.53		1,028,000		3.18		3.83		884,000		3.11		3.61
$6.25 - $9.38		2,140,800		6.33		5.17		614,400		6.53		5.13
$12.50 - $37.50		220,800		21.10		6.82		25,600		21.08		6.14
		7,568,600	$	3.27		4.16		5,703,000	$	1.86		3.77
Performance warrants
$0.63 - $0.94		2,901,817		0.64	n/a			2,747,148		0.64	n/a
$1.25 - $1.88		478,933		1.49	n/a			418,134		1.46	n/a
$2.97 - $4.53		717,333		3.10	n/a			490,666		3.08	n/a
$6.25 - $9.38		150,933		7.32	n/a			38,400		6.25	n/a
$12.50 - $37.50		116,266		27.52	n/a			—		—	n/a
		4,365,282	$	2.08	n/a			3,694,348	$	1.11	n/a

During the nine months ended September 30, 2020, the Company did not grant any simple or performance warrants (nine months ended September 30, 2019 – 4,795,200 simple warrants granted with an average exercise price of $6.32 and 723,200 performance warrants granted with an average exercise price of $12.23).

During the nine months ended September 30, 2020, nil simple warrants were exercised (nine months ended September 30, 2019 – 214,400 simple warrants at a weighted average price of $0.91) and nil performance warrants were exercised (nine months ended September 30, 2019 – 1,652,800 performance warrants at a weighted average price of $0.63).

Stock options

The Company issues stock options to employees and others at the discretion of the Board. Stock options granted generally vest annually in thirds over a three-year period and expire ten years after the grant date.

The following table summarizes changes in the stock options during the nine months ended September 30, 2020:

	Stock options outstanding			Weighted average exercise price
Balance at December 31, 2019		623,850		$	4.33
Granted		481,600			1.16
Forfeited		(384,850	)		4.96
Balance at September 30, 2020		720,600		$	1.82

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

The following table summarizes outstanding stock options as at September 30, 2020:

	Stock options outstanding				Stock options exercisable
Exercise prices	Number of options		Weighted average contractual life (years)		Number of options		Weighted average contractual life (years)
$1.15		400,000		9.66		—		—
$1.19		81,600		9.74		81,600		9.74
$3.15		239,000		8.93		5,000		3.95
		720,600		9.43		86,600		9.41

Restricted and deferred share units

RSUs are granted to employees and the vesting requirements and maximum term are at the discretion of the Board. DSUs are granted to directors on a quarterly basis and generally vest immediately. RSUs and DSUs are exchangeable for an equal number of common shares.

The following table summarizes changes in the RSUs and DSUs during the nine months ended September 30, 2020:

	RSUs outstanding			DSUs outstanding
Balance at December 31, 2019		48,883			367,924
Granted		2,999,813			2,690,253
Forfeited		(43,813	)		(310,164	)
Exercised		(15,256	)		—
Balance at September 30, 2020		2,989,627			2,748,013

18.

Revenue

The Company’s revenue is solely from contracts with customers and is comprised of revenue from the sale of cannabis. Cannabis revenue is comprised of sales to Provincial boards that sell cannabis through their respective distribution models, sales to licensed producers for further processing, and sales to medical customers.

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Provincial boards		12,552		2,921		40,885		7,059
Medical		6		7		27		15
Licensed producers		2,967		25,762		15,544		43,591
Gross revenue⁽¹⁾		15,525		28,690		56,456		50,665

(1)

The Company had 4 major customers each with revenue in excess of 10% of total cannabis revenue. Sales to major customers totaled $33.8 million for the nine months ended September 30, 2020 (nine months ended September 30, 2019 – 3 major customers with total sales of $30.7 million).

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

The following table disaggregates revenue by form for the periods noted:

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Revenue from dried flower		11,629		20,609		39,443		42,584
Revenue from vapes		3,577		—		14,185		—
Revenue from oil		319		8,081		2,828		8,081
Gross revenue		15,525		28,690		56,456		50,665

19.	Government subsidies

In March 2020, the federal government launched the Canadian Emergency Wage Subsidy (“CEWS”) to help businesses impacted by the COVID-19 pandemic keep and rehire employees. The CEWS delivered a 75 percent wage subsidy to eligible employers for an initial period of 12 weeks, from March 15, 2020 to July 4, 2020. Eligibility was based on meeting a minimum requirement for decreased revenue. The CEWS was extended to November 21, 2020 and amended to change the eligibility requirements from meeting a certain threshold to being variable based on how much an employer’s revenue decreased. A proposal has been made to continue the CEWS until June 2021, including possible changes to the rates and the top-up calculation.

The Company became eligible for the CEWS based on decreases in revenue during the three months ended June 30, 2020 and has received the subsidy for the periods June 6 to July 4, 2020, July 5 to August 1, 2020, August 2 to August 29, 2020 and August 30 to September 26, 2020. The subsidy has been recognized in the condensed consolidated interim statement of loss and comprehensive loss. There are no unfulfilled conditions or contingencies attached to the CEWS.

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

20.	Finance (income) costs

	Three months ended September 30						Nine months ended September 30
	2020			2019			2020			2019
Cash finance expense
Interest on Syndicated Credit Agreement		1,025			454			3,279			454
Interest on Credit Facilities		—			486			—			1,818
Interest on Term Debt Facility		—			1,667			2,936			1,759
Interest on Senior Convertible Notes		—			3			—			375
Interest on Convertible Notes		—			691			—			2,442
Interest on other debt		—			(9	)		—			1,526
Other finance costs		355			451			495			3,999
		1,380			3,743			6,710			12,373
Non-cash finance expense (income)
Accretion		—			2,379			1,622			4,632
Amortization of debt issue costs		223			476			946			1,016
Change in fair value of convertible notes (note 13)		(9,742	)		—			(10,231	)		—
Change in fair value of derivative warrant liabilities (note 14)		(10,057	)		—			(10,468	)		—
Interest on Senior Convertible Notes		—			1,903			—			1,903
Loss on derivative liabilities		—			1,649			—			1,649
Other		18			—			(22	)		—
		(19,558	)		6,407			(18,153	)		9,200
Less: interest capitalized relating to CIP (note 8)		—			—			—			(1,280	)
Interest income		(19	)		—			(181	)		—
		(18,197	)		10,150			(11,624	)		20,293

21.	Loss per share

	Three months ended September 30						Nine months ended September 30
	2020			2019			2020			2019
Weighted average shares outstanding (000s)
Basic and dilutive ⁽¹⁾		134,269			91,905			116,132			78,794
Continuing operations
Net loss attributable to Sundial Growers Inc.		(71,386	)		(85,448	)		(141,997	)		(114,472	)
Per share - basic and diluted	$	(0.53	)	$	(0.93	)	$	(1.22	)	$	(1.46	)
Discontinued operations
Net loss attributable to Sundial Growers Inc.		—			(12,004	)		(33,627	)		(12,004	)
Per share - basic and diluted	$	—		$	(0.13	)	$	(0.29	)	$	(0.15	)
Net loss attributable to Sundial Growers Inc.		(71,386	)		(97,452	)		(175,624	)		(126,476	)
Per share - basic and diluted	$	(0.53	)	$	(1.06	)	$	(1.51	)	$	(1.61	)

(1)

For the three and nine months ended September 30, 2020, there were 5.1 million equity classified warrants exercisable, 90.6 million derivative warrants exercisable, 5.7 million simple warrants exercisable and 3.7 million performance warrants exercisable that were excluded from the calculation as the impact was anti-dilutive (nine months ended September 30, 2019 – nil warrants, 5.5 million simple warrants and 3.8 million performance warrants).

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

22.	Financial instruments

The financial instruments recognized on the consolidated statement of financial position are comprised of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities, long-term debt, convertible notes, derivative warrant liabilities and contingent consideration

Fair value

The carrying value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable and accrued liabilities approximate the fair value of the respective assets and liabilities due to the short-term nature of those instruments.

Fair value measurements of long-term debt, convertible notes, derivative warrant liabilities and contingent consideration are as follows:

			Fair value measurements using
September 30, 2020	Carrying amount		Level 1		Level 2		Level 3
Recurring measurements:
Financial liabilities
Long-term debt		71,063		—		71,063		—
Convertible notes		48,408		—		—		48,408
Derivative warrant liabilities		4,411		—		—		4,411

			Fair value measurements using
December 31, 2019	Carrying amount		Level 1		Level 2		Level 3
Recurring measurements:
Financial liabilities
Long-term debt		177,913		—		177,913		—
Contingent consideration		32,501		—		—		32,501

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

As at September 30, 2020, the Company did not have any financial instruments measured at Level 1 fair value.

Level 2 – quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

The fair value of long-term debt approximates it carrying value as it bears a floating rate of interest (Syndicated Credit Agreement) and interest at a fixed rate of 9.75% which approximates a market rate for comparable transactions (Term Debt Facility).

Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Convertible notes are designated as Fair Value Through Profit or Loss (“FVTPL”). The fair value of convertible notes is re-measured each reporting period with changes in fair value recognized in the consolidated statement of loss within finance income (costs). The fair value of convertible notes is estimated by using

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

valuation model that takes into account all of the features of the convertible notes. Assumptions used in these calculations include expected future share price, volatility, discount rate and various probability factors.

At September 30, 2020, a 10% change in the material assumptions would change the fair value of convertible notes by approximately $4.8 million.

Derivative warrant liabilities are designated as FVTPL. The fair value of derivative warrant liabilities is re-measured each reporting period with changes in fair value recognized in the consolidated statement of loss within finance income (costs). The fair value of derivative warrant liabilities is estimated by using a 50% weighting of two different valuation models. Assumptions used in these calculations include expected future share price, volatility, discount rate and various probability factors.

At September 30, 2020, a 10% change in the material assumptions would change the fair value of derivative warrant liabilities by approximately $0.6 million.

Contingent consideration classified as liabilities was part of the consideration paid for Bridge Farm and was a Level 3 financial liability that was re-measured each reporting period. Contingent consideration was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in these calculations included expected future share price, discount rate and various probability factors.

There were no transfers between Levels 1, 2 and 3 inputs during the period.

Credit risk management

Credit risk is the risk of financial loss if the counterparty to a financial transaction fails to meet its obligations. The Company manages risk over its accounts receivable by issuing credit only to credit worthy counterparties. The Company considers financial instruments to have low credit risk when its credit risk rating is equivalent to investment grade. The Company assumes that the credit risk on a financial asset has increased significantly if it is outstanding past the contractual payment terms. The Company considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the Company.

The Company applies the simplified approach under IFRS 9 and has calculated expected credit losses (“ECLs”) based on lifetime expected credit losses, taking into consideration historical credit loss experience and financial factors specific to the debtors and general economic conditions.

Impairment losses on accounts receivable recognized in profit or loss were as follows:

As at	September 30, 2020			December 31, 2019
Impairment loss (reversal) on trade receivables		(451	)		582
Impairment loss on other receivables		—			170
		(451	)		752

The movement in the allowance for impairment in respect of accounts receivable during the nine months ended September 30, 2020 was as follows:

	September 30, 2020			December 31, 2019
Balance, beginning of year		752			—
Amounts written off		—			—
Net remeasurement of impairment loss allowance		(451	)		752
Balance, end of period		301			752

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

23.	Related party transactions

Loan receivable agreements

The Company has entered into separate shareholder loan agreements with two (December 31, 2019 – two) employees of the Company. The loans bear interest at rates ranging from 0-1.5% per annum and are secured by each employee’s shareholdings in the Company. The loans are each repayable in full upon the departure of an individual employee from employment, a change in control of the Company or sale of the Company. As at September 30, 2020, $0.2 million (December 31, 2019 - $0.2 million), had been advanced under these loan agreements.

Related party transactions and balances

	Transactions				Balance outstanding
	Nine months ended September 30		Nine months ended September 30		September 30			December 31
	2020		2019		2020			2019
Marketing, brand research and development^(a)		1,144		2,152		—			(265	)
Legal services^(b)		1,811		2,973		(221	)		(397	)
		2,955		5,125		(221	)		(662	)

(a)

A former member of the Board of Directors controls a company that provides marketing, brand research and development services.

(b)

A member of the Board of Directors is a partner at a law firm which provides legal services to the Company.

All transactions were conducted at the exchange amount agreed to with the related parties.

24.	Capital management

The Company defines its capital as its shareholder’s equity and debt. Except as otherwise disclosed in these condensed consolidated interim financial statements, there are no restrictions on the Company’s capital. The Company’s objectives with respect to the management of capital are to:

•

Maintain financial flexibility in order to preserve its ability to meet financial obligations;

•

Deploy capital to provide an appropriate investment return to its shareholders; and,

•

Maintain a capital structure that allows various financing alternatives to the Company as required.

25.	Commitments and contingencies

The following table summarizes contractual commitments at September 30, 2020:

	Less than one year		One to three years		Three to five years		Thereafter		Total
Accounts payable and accrued liabilities		26,388		—		—		—		26,388
Syndicated Credit Agreement ⁽¹⁾		71,900		—		—		—		71,900
Convertible notes⁽¹⁾		—		76,436		—		—		76,436
Lease obligations		405		880		256		—		1,541
Balance, end of period		98,693		77,316		256		—		176,265

(1)

At face value, excludes interest

Sundial Growers Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2020

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

(a)

Commitments

The Company has entered into certain supply agreements to provide dried cannabis and cannabis products to third parties. The contracts require the provision of various amounts of dried cannabis on or before certain dates. Should the Company not deliver the product in the agreed timeframe, financial penalties apply which may be paid either in product in-kind or cash. Under these agreements, the Company has accrued financial penalties payable as at September 30, 2020 of $1.5 million (December 31, 2019 - $1.5 million).

(b)

Contingencies

From time to time, the Company is involved in various claims and legal actions which occurred in the ordinary course of operations, the losses from which, if any, are not anticipated to be material to the financial statements.

EXHIBIT 99.2

Sundial Growers Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

For the three and nine months ended September 30, 2020

Management’s Discussion and Analysis

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and performance of Sundial Growers Inc. (“Sundial” or the “Company”) for the three and nine months ended September 30, 2020 is dated November 11, 2020. This MD&A should be read in conjunction with the Company’s condensed consolidated interim financial statements and the notes thereto for the three and nine months ended September 30, 2020 and the audited annual consolidated financial statements and notes thereto for the year ended December 31, 2019 (the “Audited Financial Statements”) and the risks identified under “Risk Factors” below and in the Company’s Annual Report on Form 20-F for the year ended December 31, 2019 (the “Annual Report”). This MD&A has been prepared in accordance with National Instrument 51-102 - Continuous Disclosure Obligations as issued by the Canadian Securities Administrators and is presented in thousands of Canadian dollars, except where otherwise indicated.

MD&A – Table of Contents

COMPANY OVERVIEW2

RECENT DEVELOPMENTS2

STRATEGY & OUTLOOK4

OPERATIONAL AND FINANCIAL HIGHLIGHTS7

OPERATIONAL RESULTS8

FINANCIAL RESULTS9

DISCONTINUED OPERATIONS – ORNAMENTAL FLOWERS18

SELECTED QUARTERLY INFORMATION18

LIQUIDITY AND CAPITAL RESOURCES19

CONTRACTUAL COMMITMENTS AND CONTINGENCIES27

NON-IFRS MEASURES27

RELATED PARTIES29

OFF BALANCE SHEET ARRANGEMENTS29

CRITICAL ACCOUNTING POLICIES AND ESTIMATES29

NEW ACCOUNTING PRONOUNCEMENTS30

RISK FACTORS30

DISCLOSURE CONTROLS AND PROCEDURES33

INTERNAL CONTROLS OVER FINANCIAL REPORTING33

ABBREVIATIONS34

ADVISORY34

ADDITIONAL INFORMATION35


	1

COMPANY OVERVIEW

Sundial (“SNDL”, “Sundial” or the “Company”) is a licensed producer that grows cannabis using state-of-the-art indoor facilities. Sundial was incorporated under the Business Corporations Act (Alberta) on August 19, 2006. The Company’s common shares are listed under the symbol “SNDL” on the NASDAQ Global Select Market (“Nasdaq”).

Sundial’s Canadian operations cultivate cannabis using an individualized “room” approach, in approximately 479,000 square feet of total space.

Sundial is headquartered in Calgary, Alberta, with operations in Olds, Alberta, and Rocky View County, Alberta.

Sundial currently produces and markets cannabis products for the Canadian adult-use market. Sundial’s purpose-built indoor modular grow rooms create consistent, highly controlled cultivation environments and are the foundation of the Company’s production of high-quality, strain-specific cannabis products. The Company has established supply agreements with nine Canadian provinces and has a distribution network that covers 98% of the national recreational industry.

The Company’s primary focus has been on producing and distributing premium inhalable products and brands (flower, pre-rolls and vapes). Upon receiving a licence from Health Canada to sell cannabis oil products, the Company began the sale and distribution of cannabis vape products in December 2019. The Company is currently marketing its adult-use products under its Top Leaf (Premium), Sundial Cannabis (Premium Core), Palmetto (Core) and Grasslands (Value) brands and intends to introduce new products under these brands as it expands its brand portfolio.

The majority of the Company’s revenue in the three and nine months ended September 30, 2020 were from sales to provincial boards; however, Sundial continues to enter into agreements to supply other licensed producers in Canada.

The Company’s planned medical cannabis offerings are supported through its 50% equity interest in Pathway Rx Inc. (“Pathway Rx”) which uses advanced technology and an extensive library of cannabis strains to identify and customize targeted treatments for a wide range of medical conditions. The Company has a license agreement with Pathway RX enabling the Company the use of certain strains for commercial production.

In July 2019, the Company acquired Project Seed Topco (“Bridge Farm”) and its wholly owned subsidiaries, a grower of ornamental plants and herbs in the United Kingdom with the intent to transition Bridge Farm’s facilities to the cultivation, processing and distribution of cannabidiol (“CBD”) products. On June 5, 2020, the Company completed the Bridge Farm Disposition as described under “Recent Developments – Bridge Farm Disposition”.

RECENT DEVELOPMENTS

At-the-Market Offering Program

On August 13, 2020, the Company entered into an equity distribution agreement to establish an at-the-market equity program (the “ATM Program”). Under the terms of the equity distribution agreement, the Company may offer and sell common shares having an aggregate offering price of up to US$50 million from time to time, which may include block trades or transactions that are deemed to be an at-the-market offering as defined under the Securities Act.

No sales were made under the ATM Program prior to September 30, 2020. During the period from October 1, 2020 to November 9, 2020, the Company sold 121.9 million common shares under the ATM Program at a weighted average price of US$0.2910 for gross proceeds of $46.3 million (US$35.5 million).

As a result of sales of common shares under the ATM Program, the conversion prices and the exercises prices, as applicable, of the Secured Convertible Note (as defined below), Unsecured Convertible Notes (as defined below), Secured Convertible Note Warrants (as defined below), Unsecured Convertible Notes Warrants (as defined below) and the Series A Warrants (as defined below) were adjusted pursuant to the respective terms thereof and such conversion and exercise prices, as applicable, may be further adjusted as a result of future sales under the ATM Program or other offerings, if any.


	2

August 2020 Offering

On August 18, 2020, the Company issued 25.8 million Series A Units (the “Series A Units”), each consisting of one common share and one Series A Warrant (collectively, the “Series A Warrants”) to purchase one common share and 14.3 million Series B Units (the “Series B Units”), each consisting of one pre-funded Series B Warrant (the “Series B Warrants”) to purchase one common share and one Series A Warrant to purchase one common share. Each Series A Unit was sold at a price of US$0.50 per unit and each Series B Unit was sold at a price of US$0.50 per unit, less US$0.0001 per unit. Gross proceeds from this offering were US$20 million. The Series A Warrants and Series B Warrants were exercisable immediately and have a term of five years commencing on the date of issuance. The exercise price of the Series A Warrants was US$0.75 per common share and the exercise price of the Series B Warrants was US$0.0001 per common share.

On August 19, 2020, 9.2 million Series B Warrants were converted into common shares and on August 20, 2020, the remaining 5.1 million Series B Warrants were converted into common shares.

As a result of sales under the ATM Program, the exercise price of the Series A Warrants was adjusted to US$0.1766 per common share as of November 9, 2020. The exercise price of the Series A Warrants may be further adjusted as the result of future sales under the ATM Program or other offerings, if any.

Waiver Agreement

On August 14, 2020, the Company entered into a waiver agreement (the “Waiver”) to the Securities Purchase Agreement (as defined below) with the investors party thereto. Under the terms of the Waiver, the Company agreed to waive the monthly limit on the aggregate principal amount of the Unsecured Convertible Notes that may be converted at the alternate optional conversion price as described in the Securities Purchase Agreement, and the investors agreed to waive any participation rights in certain at-the-market offerings made pursuant to the ATM Program following September 30, 2020.

Bridge Farm Disposition

On May 15, 2020, the Company entered into an agreement to sell all of the outstanding shares of Bridge Farm to a company affiliated with the former management sellers that were parties to the original acquisition (the “Bridge Farm Purchaser”) in exchange for (i) the assumption by the Bridge Farm Purchaser of $45 million of the total $115 million principal amount outstanding under the Term Debt Facility (thereby reducing the Company’s obligations thereunder to $70 million), (ii) the assumption by the Bridge Farm Purchaser of contingent consideration liabilities related to the additional share obligation and remaining earn out obligation under the original Bridge Farm acquisition agreement dated July 2, 2019, and (iii) the cancellation of approximately 2.7 million Sundial common shares, representing all of the shares currently held by the management sellers of Bridge Farm issued in connection with the original acquisition of Bridge Farm by the Company in 2019 (collectively, the “Bridge Farm Disposition”). The sale of Bridge Farm closed on June 5, 2020, and the Company reported a loss on disposition of Bridge Farm of $15.0 million. The comparative statement of loss and comprehensive loss and statement of cash flows in the condensed consolidated interim financial statements for the three and nine months ended September 30, 2019, have been re-presented to show the discontinued operation separately from continuing operations. See “Discontinued Operations – Ornamental Flowers”.

COVID-19

The Company is continually monitoring and responding to the ongoing and evolving COVID-19 pandemic. The Company’s business activities have been declared an essential service by the Alberta Government and the Company remains committed to the health and safety of all personnel and to the safety and continuity of operations.

In response to COVID-19 the Company activated its Emergency Operations Centre team and Incident Command Centre to protect the health and safety of the Company’s workforce and the public, as well as to ensure the continuity of


	3

operations. The Company is monitoring daily developments in the COVID-19 pandemic and actions taken by the government authorities in response thereto. In accordance with the guidance of provincial and federal health officials to limit the risk and transmission of COVID-19, the Company has implemented mandatory self-quarantine policies, travel restrictions, enhanced cleaning and sanitation processes and frequency, and encouraging social distancing measures, including directing office staff to work from home if possible.

The Company believes that it can maintain safe operations with these pandemic-related procedures and protocols in place. Additionally, in order to prevent and minimize any potential COVID-19 outbreak at its facilities, the Company has implemented additional measures as part of its pandemic response, including halting all non-essential external visitors to its facilities and enhanced screening measures prior to allowing employees and visitors into the facilities.

The Company became eligible for the CEWS based on decreases in revenue during the three months ended June 30, 2020 and has received the subsidy for the periods June 6 to July 4, 2020, July 5 to August 1, 2020, August 2 to August 29, 2020 and August 30 to September 26, 2020. The total subsidy for the periods noted was $4.1 million and has been recognized in the condensed consolidated interim statement of loss and comprehensive loss. There are no unfulfilled conditions or contingencies attached to the CEWS.

Nasdaq Minimum Bid Requirement

On May 12, 2020, the Company was notified by the Listing Qualifications Department of the Nasdaq that the closing bid price of the Company’s common shares for the 30 consecutive business day period from March 30, 2020 to May 11, 2020 did not meet the minimum bid price of $1.00 per share. The Company has until December 28, 2020 to regain compliance with the Minimum Bid Requirement, as set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on Nasdaq (the “Minimum Bid Requirement”). The notice has no immediate effect on the trading of the Company’s common shares on the Nasdaq.

Pursuant to the Nasdaq Listing Rules, the Company has been provided with a compliance period of 180 calendar days from the date of notification in which to regain compliance with the Minimum Bid Requirement. Additionally, due to the ongoing volatility in the world financial markets, Nasdaq has determined to toll the compliance period for the Minimum Bid Requirement through June 30, 2020 and will reinstate the compliance period on July 1, 2020. As a result, the Company has until December 28, 2020 to regain compliance with the Minimum Bid Requirement. If at any time prior to December 28, 2020 the closing bid price of the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, the Company will be considered by Nasdaq to have regained compliance with the Minimum Bid Requirement.

The Company will actively monitor its closing bid price during the compliance period and intends to take appropriate measures to remedy the deficiency and regain compliance with the Minimum Bid Requirement.

STRATEGY & OUTLOOK

Sundial’s overall strategy is to build sustainable, long-term shareholder value by reducing leverage, improving liquidity and cost of capital while optimizing the capacity and capabilities of its production facilities in the creation of a consumer-centric brand and product portfolio.

To achieve this, Sundial will continue to focus on:

•

Meeting evolving consumer preferences by being a consumer-centric organization.

•

Delivering industry-leading, best-in-class brands and products with a focus on inhalables.

•

Driving quality in all aspects of our operation and be positioned to deliver products that consumers want when they want them.


	4

•

Improving cost discipline and maintaining a variable cost structure to adapt to industry dynamics.

MEETING EVOLVING CONSUMER PREFERENCES BY BEING A MORE AGILE AND RESPONSIVE CONSUMER-CENTRIC ORGANIZATION

The consumer is the core stakeholder of the cannabis industry. The legal cannabis industry is still in its infancy and consumer preferences are ever evolving and changing. To be more agile and responsive to these changing preferences, Sundial continues to emphasize and invest in industry data, with a focus on point-of-sale level retail data and social sentiment and continuous and iterative product development practices.

Data-Driven strategy

Sundial continues to invest in data platforms, data sources and analytics capabilities. The Company’s focus is becoming increasingly centered on retail level point of sale data and social sentiment. It is Sundial’s belief that these data sources best represent the changing consumer trends. The Company utilizes these timely data sources and platforms to develop and adjust product roadmaps, brand portfolios, research and development initiatives, sales and distribution tactics and investment in manufacturing capabilities.

Continuous and Iterative Product Development

Using point-of-sale level data and social sentiment, Sundial is implementing iterative and continuous product development practices. The company continues to focus on the development of inhalable formats through new and unique strains, differentiated product formats and more efficient manufacturing methods. Sundial’s modular cannabis grow rooms provide Sundial with a high frequency of harvests and the large amounts of data derived from the harvests enables Sundial to implement important changes and continuous process improvement

Delivering Industry-Leading, Best-In-Class Brands and Products with a Focus on Inhalables

Inhalable product formats continue to represent the large majority of sales in the cannabis industry. Sundial’s brand and portfolio strategy continues to emphasize whole flower, pre-roll, vape and concentrate products. In Q3 2020, Sundial continued to expand its product offerings through:

•

The introduction of Sundial’s Blue Nova flower to the Ontario market. Since its release, the product has become the company’s top selling flower SKU in the province.

•

The introduction of the Palmetto Blueberry vape cartridge. Since its release, the product has become one of the company’s top selling vape SKUs.

•

The introduction of the Palmetto brand into the Quebec marketplace.

•

The release of several Top Leaf and Sundial vape SKUs, including Oregon Golden Goat and Strawberry Twist.

•

Began the research and development of the company’s solventless concentrates, including Top Leaf Bubble Hash and Live Rosin

Sundial made additional investments in developing new inhalable products through the acquisition of 62 new genetics, several of which are unique to Sundial. The Company believes the commercialization of these strains will be a key differentiator for Sundial’s Top Leaf, Palmetto and Sundial brands.

Driving Quality in all Aspects of Our Operation and be Positioned to Deliver Products that Consumers Want, When They Want Them

Ultimately, it is Sundial’s objective to provide consumers with the products they want, when they want them and how they want to consume them. To achieve this, the Company is focusing on several key initiatives, including:

•

Emphasizing the cultivation of high quality, high potency flower

•

Increasing our points of distribution and national presence

•

Prioritizing in-store brand experiences and touchpoints

EMPHASIZING THE CULTIVATION OF HIGH QUALITY, HIGH POTENCY FLOWER

Sundial’s ability to consistently delivery high potency flower combined with other quality elements, including the packaging, trim and terpene content, will be the key component of the Company’s success. The Company is emphasizing the development of new strains, the utilization of insights and continuous improvement process to achieve high potency and consistent quality metrics.


	5

INCREASING OUR POINTS OF DISTRIBUTION AND NATIONAL PRESENCE

Sundial continues to invest in increasing the Company’s points of distribution to increase consumer’s access to our products. In Q3 2020, the Company added 3 new members increasing the Company’s commercial coverage across Alberta, Ontario, Manitoba and Saskatchewan.

In the coming months and quarters, Sundial will continue to support and expand its sales force and customer coverage. The Company’s strategy will emphasize continued expansion in existing cannabis retailers and net new opportunities presented by store front expansion especially in key markets such as Ontario, British Columbia and Alberta.

PRIORITIZING IN-STORE BRAND EXPERIENCES AND TOUCHPOINTS

Cannabis sales continue to be primarily driven by brick and mortar retail sales and the growth in key provinces, like Ontario, new store openings are one of the main drivers of growth. Sundial will continue prioritize the Company’s in-store brand experiences and touchpoints to enable the growth of retail sales and take advantage of net new industry growth. For example, Sundial has significantly increased it investment in retail marketing through national in-store holiday campaigns for the Top Leaf, Palmetto and Sundial brands beginning in mid-November.

Improving Cost Discipline and Maintaining a Variable Cost Structure to Adapt to Industry Dynamics

In Q3 2020, Sundial continued to implement cost cutting and cost discipline strategies started during the previous quarters. Additionally, the impact of the cost cutting initiatives have began to be realized. Compared to the three months ended September 30, 2019, Sundial reduced cultivation and production costs by 50% resulting in quarterly savings of $8.2 million in Q3 2020. Overall, Sundial decreased the cash used from operations quarter over quarter by 69% to $4.4 million in Q3 2020. These significant cost savings have enabled the Company to be more competitive and more capable of proactively managing the continued price compression expected in the industry.

Sundial continues to expect Fiscal 2020 to be a transition year as the Company has reset its strategic focus, continues to streamline its organization structure and implements a comprehensive operational and supply chain optimization program.

Strategic alternatives and capital raising

Following a review of its business, Sundial initiated and continues a process to explore strategic alternatives focused on maximizing shareholder value. Sundial’s board of directors (“Board”) has authorized management and its external advisors to consider a broader range of strategic alternatives, including a potential sale of the Company, merger or other business combination, investments in other Canadian cannabis companies, including dispensaries and other retail outlets, dispositions of discrete brands and related assets, optimizing its assets, including the potential sale of its Rocky View and Merritt facilities, selling limited quantities of inventory at or below cost and entering into long-term supply agreements with other licensed producers, licensing or other strategic transactions involving the Company, or any combination of the foregoing. Sundial has engaged a financial advisor to assist with these efforts.

There can be no assurance that the exploration of strategic alternatives will result in any transaction or specific course of action. The Company has not set a timetable for the conclusion of its review of strategic alternatives and does not intend to disclose developments with respect to the exploration of strategic alternatives unless and until its Board has approved a specific transaction or course of action or the Company has otherwise determined that further disclosure is appropriate or required by law.

In addition, Sundial will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. As a result, Sundial continues to seek ways of improving its working capital and overall liquidity position, including through a review of its existing capital structure, financings or re-financings of its existing indebtedness, and sales of equity and equity-linked securities (including at-the-market offerings and other underwritten offerings). The Company has filed a registration statement for a mixed shelf prospectus allowing it to issue common shares in an amount up to US$100 million at its discretion and established the ATM Program covering issuances of up to US$50 million. From June 30, 2020 to November 9, 2020, the Company has raised gross proceeds of US$20.0 million from the August 2020 Offering and gross proceeds of US$35.5 million from sales under the ATM Program. There can be no guarantee that the Company will be able to raise additional capital on terms acceptable to it or at all.


	6

The Company’s financial statements at and for the three and nine months ended September 30, 2020 include a going concern qualification. The ability of the Company to continue as a going concern depends on maintaining its Health Canada licenses, the continued support of its lenders, its ability to achieve profitable operations and its ability to raise additional financing to fund current and future operating and investing activities. There is no assurance that the Company will be able to accomplish any of the foregoing objectives. Any delay or failure to complete any additional financing would have a significant negative impact on the Company’s business, results of operations and financial condition, and the Company may be forced to curtail or cease operations or seek relief under the applicable bankruptcy or insolvency laws.

OPERATIONAL AND FINANCIAL HIGHLIGHTS

The following table summarizes selected operational and financial information of the Company for the periods noted.


($000s, except as indicated)	Q3 2020			Q3 2019			Change			% Change
Financial
Gross revenue		15,525			28,690			(13,165	)		-46	%
Net revenue		12,865			28,021			(15,156	)		-54	%
Cost of sales		10,259			20,250			(9,991	)		-49	%
Gross margin before fair value adjustments		(17,291	)		7,771			(25,062	)		-323	%
Gross margin before fair value adjustments %		-134	%		28	%					-162	%
Loss from operations		(89,230	)		(9,420	)		(79,810	)		-847	%
Net loss from continuing operations⁽¹⁾		(71,386	)		(85,448	)		14,062			16	%
Per share, basic and diluted ⁽¹⁾		(0.53	)		(0.93	)		0.40			43	%
Net loss from discontinued operations⁽¹⁾		—			(12,004	)		12,004			100	%
Per share, basic and diluted ⁽¹⁾		—			(0.13	)		0.13			100	%
Net loss ⁽¹⁾		(71,386	)		(97,452	)		26,066			27	%
Per share, basic and diluted ⁽¹⁾		(0.53	)		(1.06	)		0.53			50	%
Adjusted EBITDA from continuing operations ⁽²⁾		(4,409	)		(6,243	)		1,834			29	%

Statement of Financial Position
Cash and cash equivalents		21,044			141,805			(120,761	)		-85	%
Biological assets		4,492			14,539			(10,047	)		-69	%
Inventory		31,672			28,420			3,252			11	%
Property, plant and equipment		119,777			254,097			(134,320	)		-53	%
Total assets		227,004			632,057			(405,053	)		-64	%

Operational
Kilogram equivalents sold		5,819			7,944			(2,125	)		-27	%
Average gross selling price per gram ⁽³⁾		2.67			3.61			(0.94	)		-26	%
Average net selling price per gram ⁽⁴⁾		2.21			3.53			(1.32	)		-37	%

(1)	Net loss from continuing operations, net loss from discontinued operations, net loss and related per share amounts are attributable to owners of the Company.

(2)

Adjusted EBITDA does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures used by other companies. The non-IFRS measure of adjusted EBITDA is reconciled to net loss in accordance with IFRS in the “NON-IFRS MEASURES” section of this MD&A and discussed further in the “ADVISORY” section of this MD&A.

(3)	Gross selling price net of excise tax.

(4)	Net of marketing fees, salvage fees and early payment discounts with respect to sales under Sundial’s supply agreements with Canadian provincial regulatory authorities.


	7

OPERATIONAL RESULTS

Kilogram equivalents sold

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Provincial boards		2,268		461		7,463		1,094
Medical		—		2		4		3
Licensed producers		3,551		7,481		8,786		11,911
Total kilogram equivalents sold		5,819		7,944		16,253		13,008

For the three months ended September 30, 2020, the Company sold 5,819 kilogram equivalents of cannabis compared to 7,944 kilogram equivalents for the three months ended September 30, 2019. The decrease of 2,125 kilogram equivalents sold was due to a decrease in sales to other licensed producers (“LPs”), partially offset by an increase in sales to provincial boards. The increase in provincial board sales was due to an expanded provincial distribution network with sales to nine different provinces, comprised of branded flower and vapes, compared to six provinces comprised of branded flower in the comparative period.

For the nine months ended September 30, 2020, the Company sold 16,253 kilogram equivalents of cannabis compared to 13,008 kilogram equivalents for the nine months ended September 30, 2019. The increase of 3,245 kilogram equivalents sold was due to the Company expanding its provincial distribution network to nine Canadian provinces and launching additional brands and product formats. Provincial board sales in the current period were made to nine different provinces and were comprised of branded flower and vapes, as compared to six provinces comprised of branded flower in the comparative period. During the current period, the Company entered into a supply agreement with another LP to provide bulk flower for the first half of 2020. The Company also made bulk flower and oil sales to other LP’s in the current period.

Selling price

	Three months ended September 30						Nine months ended September 30
($/gram equivalent)	2020			2019			2020			2019
Provincial boards	$	5.53		$	6.34		$	5.48		$	6.45
Medical	$	—		$	3.50		$	6.75		$	5.00
Licensed producers	$	0.84		$	3.44		$	1.77		$	3.66
Average gross selling price	$	2.67		$	3.61		$	3.47		$	3.89
Excise taxes	$	(0.46	)	$	(0.08	)	$	(0.58	)	$	(0.14	)
Average net selling price	$	2.21		$	3.53		$	2.90		$	3.75

For the three months ended September 30, 2020, the average net selling price was $2.21 per gram equivalent compared to $3.53 for the three months ended September 30, 2019. The decrease of $1.32 per gram equivalent was due to lower prices for both provincial sales and bulk sales to other LP’s and a higher percentage of total sales to provincial boards subject to excise taxes. Sale prices have decreased due to downward price pressure in the market. These factors contributed to a significant decrease in the average gross selling price when compared to the prior period.

For the nine months ended September 30, 2020, the average net selling price was $2.90 per gram equivalent compared to $3.75 for the nine months ended September 30, 2019. The decrease of $0.86 per gram equivalent was due to price discounts and return provisions, lower prices for both provincial and bulk sales to other LP’s and a higher percentage of total sales to provincial boards subject to excise taxes. Price discounts were granted to provincial boards to promote the movement of slower selling products and ongoing price compression in the market. A return provision was recorded in the current period estimated based on the likelihood of having additional slow moving and aged product returned. Sale prices have decreased due to downward price pressure in the market due to excess industry production capacity relative to current distribution channels. These factors contributed to a significant decrease in the average gross selling price when compared to the prior period.


	8

The principal drivers of the Company’s realized prices are the formats of the products sold (currently both bulk and packaged flower, vape cartridges and accessories, trim and bulk extracted oil) and the channels in which products are sold (principally Canadian provincial boards and LP’s).

Excise taxes are the federal excise duties and additional provincial or territorial duties payable on adult-use cannabis products. Excise taxes for the nine months ended September 30, 2020 and 2019 are only calculated based on adult-use cannabis sales to provincial boards.

Cash cost to produce

	Three months ended September 30				Nine months ended September 30
($000s, except as indicated)	2020		2019		2020		2019
Cost of sales		10,259		20,250		41,102		31,462
Adjustments
Depreciation		1,289		1,072		3,618		1,927
Cash cost of sales		8,970		19,178		37,484		29,535
Packaging costs		128		328		1,489		362
Cash cost to produce ⁽¹⁾		8,842		18,850		35,995		29,173
Cash cost to produce per gram equivalent	$	1.52	$	2.37	$	2.21	$	2.24

(1)	Cash cost to produce and the related per gram amounts do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures used by other companies. The non-IFRS measure of cash cost to produce is discussed further in the “ADVISORY” section of this MD&A.

Cash cost to produce is defined as cost of sales less depreciation and packaging costs and provides a measure of the cash cost to produce the cannabis that has been sold in the period.

For the three months ended September 30, 2020, the cash cost to produce was $8.8 million compared to $18.9 million for the three months ended September 30, 2019. The decrease of $10.1 million was due to a decrease in kilogram equivalents sold compared to the prior period. The decrease in cash cost to produce per gram was due to a large bulk sale to an LP that had a low per gram cost.

For the nine months ended September 30, 2020, the cash cost to produce was $36.0 million compared to $29.2 million for the nine months ended September 30, 2019. The increase of $6.8 million was due to an increase in kilogram equivalents sold compared to the prior period. The decrease in cash cost to produce per gram was due to a large bulk sale to an LP that a low per gram cost, partially offset by newer strains having a higher cost per gram and vapes having a higher cost per gram due to costs associated with converting dried flower to oil.

FINANCIAL RESULTS

Revenue

Revenue by form

	Three months ended September 30				Nine months ended September 30
($000s)	2020		2019		2020		2019
Revenue from dried flower		11,629		20,609		39,443		42,584
Revenue from vapes		3,577		—		14,185		—
Revenue from oil		319		8,081		2,828		8,081
Gross revenue		15,525		28,690		56,456		50,665


	9

Revenue by channel

	Three months ended September 30						Nine months ended September 30
($000s, except as indicated)	2020			2019			2020			2019
Provincial boards		12,552			2,921			40,885			7,059
Medical		6			7			27			15
Licensed producers		2,967			25,762			15,544			43,591
Gross revenue		15,525			28,690			56,456			50,665
Excise taxes		(2,660	)		(669	)		(9,391	)		(1,846	)
Net revenue		12,865			28,021			47,065			48,819
Gross revenue per gram sold	$	2.67		$	3.61		$	3.47		$	3.89
Net revenue per gram sold	$	2.21		$	3.53		$	2.90		$	3.75

The Company’s revenue comprises bulk and packaged sales under the Cannabis Act pursuant to its supply agreements with Canadian provincial regulatory authorities and to other LP’s. The Company’s sales growth strategy is to target branded sales and during the three and nine months ended September 30, 2020, provincial board sales represented the majority of cannabis revenue, a milestone for the Company.

Gross revenue for the three months ended September 30, 2020 was $15.5 million compared to $28.7 million for the three months ended September 30, 2019. The decrease of $13.2 million was mainly due to a decrease of $22.8 million in sales to LP’s, partially offset by an increase of $9.7 million in provincial board sales. The increase in provincial board sales was due to the Company expanding its provincial distribution network and launching additional brands and product formats. Provincial board sales in the current period were made to nine different provinces and were comprised of branded flower and vapes, as compared to six provinces comprised of branded flower in the comparative period. The Company also made bulk flower and oil sales to other LP’s in the current period.

Gross revenue for the nine months ended September 30, 2020 was $56.5 million compared to $50.7 million for the nine months ended September 30, 2019. The increase of $5.8 million was mainly due to an increase of $33.8 million in provincial board sales partially offset by a decrease of $28.1 million in sales to LP’s. The increase in provincial board sales was due to the Company expanding its provincial distribution network and launching additional brands and product formats. Current period board sales were partially offset by price discounts to promote the movement of slower selling products and a provision for product returns for slower selling products. Provincial board sales in the current period were made to nine different provinces and were comprised of branded flower and vapes, as compared to six provinces comprised of branded flower in the comparative period. During the current period, the Company entered into a supply agreement with another LP to provide bulk flower, the supply of which will extend into the second half of 2020. The Company also made bulk flower and oil sales to other LP’s in the current period.

Excise taxes are the federal excise duties and additional provincial or territorial duties payable on adult-use cannabis products at the time such product is shipped from the production facility in its final consumer-facing packaging. Federal duties on adult-use cannabis products are calculated as the greater of (i) $0.25 per gram of flowering material, (ii) $0.75 per gram of non-flowering material or $0.25 per viable seed or seedling and (iii) 2.5% of the dutiable amount as calculated in accordance with the Excise Act, 2001. The rates of provincial or territorial duties vary.

Excise taxes for the three months ended September 30, 2020 were $2.7 million compared to $0.7 million for the three months ended September 30, 2019. The increase of $2.0 million was due to an increase in sales to provincial boards from the comparative period.

Excise taxes for the nine months ended September 30, 2020 were $9.4 million compared to $1.8 million for the nine months ended September 30, 2019. The increase of $7.6 million was due to an increase in sales to provincial boards from the comparative period.


	10

Cost of sales

	Three months ended September 30				Nine months ended September 30
($000s, except as indicated)	2020		2019		2020		2019
Cost of sales		10,259		20,250		41,102		31,462
Cost of sales per gram sold	$	1.76	$	2.55	$	2.53	$	2.42

Cost of sales includes three main categories: pre-harvest, post-harvest and shipment and fulfillment costs. These costs are incurred in respect of cultivating, harvesting, processing and packaging cannabis products. Pre-harvest costs include all direct and indirect costs incurred between initial recognition and the point of harvest, including labour-related costs, grow consumables, materials, utilities, facilities costs and depreciation related to production facilities. Post-harvest costs include all direct and indirect costs incurred subsequent to the point of harvest, including labour-related costs, consumables, materials, utilities and facilities costs. Shipment and fulfillment costs include packaging, transportation, quality control and testing costs.

Cost of sales for the three months ended September 30, 2020 were $10.3 million compared to $20.3 million for the three months ended September 30, 2019. The decrease of $10.0 million was due to a decrease in kilograms sold and a large bulk sale to an LP that had a low per gram cost, partially offset by newer strains having higher costs. Cost of sales per gram sold for the three months ended September 30, 2020 were $1.76 compared to $2.55 for the three months ended September 30, 2019. The decrease of $0.79 was mainly due to a bulk sale to an LP that had a low per gram cost.

Cost of sales for the nine months ended September 30, 2020 were $41.1 million compared to $31.5 million for the nine months ended September 30, 2019. The increase of $9.6 million was due to an increase in kilograms sold compared to the prior period, extraction costs related to vapes and newer strains having higher costs. Cost of sales per gram sold for the nine months ended September 30, 2020 were $2.53 compared to $2.42 for the nine months ended September 30, 2019. The increase of $0.11 was due to newer strains having a higher cost per gram and vapes having a higher cost per gram due to costs associated with converting dried flower to oil, partially offset by a bulk sale to an LP that had a low per gram cost.

Gross margin

	Three months ended September 30						Nine months ended September 30
($000s)	2020			2019			2020			2019
Net revenue		12,865			28,021			47,065			48,819
Cost of sales		10,259			20,250			41,102			31,462
Inventory obsolescence and impairment		19,897			—			37,638			—
Gross margin before fair value adjustments ⁽¹⁾		(17,291	)		7,771			(31,675	)		17,357
Change in fair value of biological assets		194			11,675			4,853			24,541
Change in fair value realized through inventory		(2,447	)		(5,875	)		(18,352	)		(7,564	)
Gross margin		(19,544	)		13,571			(45,174	)		34,334

(1)

Gross margin before fair value adjustments does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures used by other companies. The non-IFRS measure of gross margin before fair value adjustments is discussed further in the “ADVISORY” section of this MD&A.

Gross margin before fair value adjustments

Gross margin before fair value adjustments is defined as net revenue less cost of sales before adjusting for the non-cash changes in the fair value adjustments on the sale of inventory and the growth of biological assets.

Gross margin before fair value adjustments for the three months ended September 30, 2020 was negative $17.3 million compared to $7.8 million for the three months ended September 30, 2019. The decrease of $25.1 million was mainly due to an inventory obsolescence provision, lower revenue caused by a decrease in kilogram equivalents sold and lower sales prices, partially offset by lower cost of sales. The obsolescence provision was applied across all cannabis inventory formats, bulk and packaged, due to a lack of market demand.


	11

Gross margin before fair value adjustments for the nine months ended September 30, 2020 was negative $31.7 million compared to $17.4 million for the nine months ended September 30, 2019. The decrease of $49.1 million was mainly due to increased cost of sales relating to extraction costs for vapes and oils, an inventory obsolescence provision and price discounts which impacted net revenue. The inventory obsolescence provision was applied across all cannabis inventory formats, bulk and packaged, due to a lack of market demand. Price discounts were granted to provincial boards to promote the movement of slower selling products.

The total inventory obsolescence and impairment recognized during the nine months ended September 30, 2020 was $48.6 million, with $37.6 million relating to cost of sales and $11.0 million relating to the change in fair value realized through inventory.

Change in fair value of biological assets

Change in fair value of biological assets for the three months ended September 30, 2020 was an increase of $0.2 million compared to an increase of $11.7 million for the three months ended September 30, 2019. The decrease of $11.5 million was due to a decrease in the number of plants, a decrease in the expected selling price less costs to sell per gram and a decrease in the weighted average maturity of the stage of growth.

Change in fair value of biological assets for the nine months ended September 30, 2020 was an increase of $4.9 million compared to an increase of $24.5 million for the nine months ended September 30, 2019. The decrease of $19.6 million was due to a decrease in the number of plants and a decrease in the expected selling price less costs to sell per gram, partially offset by an increase in the weighted average maturity of the stage of growth.

Biological assets consist of cannabis plants in various stages of vegetation, including clones, which have not been harvested. Net unrealized changes in fair value of biological assets less cost to sell during the period are included in the results of operations for the related period. Biological assets are presented at their fair values less costs to sell up to the point of harvest. The fair values are determined using a model which estimates the expected harvest yield in grams for plants currently being cultivated, and then adjusted for the amount for the expected selling price less costs to sell per gram.

Change in fair value realized through inventory

	Three months ended September 30						Nine months ended September 30
($000s)	2020			2019			2020			2019
Change in fair value realized through inventory sold		(1,475	)		(5,619	)		(7,357	)		(7,308	)
Change in fair value recognized through inventory obsolescence provision		(972	)		(256	)		(10,995	)		(256	)
Change in fair value realized through inventory		(2,447	)		(5,875	)		(18,352	)		(7,564	)

The change in fair value realized through inventory for the three months ended September 30, 2020 was a decrease of $2.4 million compared to a decrease of $5.9 million for the three months ended September 30, 2019. The increase of $3.5 million was due to the fair value component of the excess and obsolete inventory provision and the reversal of prior period increases in fair value of biological assets as they are transferred to inventory and sold.

The change in fair value realized through inventory for the nine months ended September 30, 2020 was a decrease of $18.4 million compared to a decrease of $7.6 million for the nine months ended September 30, 2019. The decrease of $10.8 million was due to the fair value component of the excess and obsolete inventory provision and the reversal of prior period increases in fair value of biological assets as they are transferred to inventory and sold.

Change in fair value realized through inventory comprises fair value adjustments associated with the cost of inventory when such inventory is sold. Inventories are carried at the lower of cost and net realizable value. When sold, the cost of inventory is recorded as cost of sales, while fair value adjustments are recorded as change in fair value realized through inventory.


	12

General and administrative

	Three months ended September 30				Nine months ended September 30
($000s)	2020		2019		2020		2019
Salaries and wages		3,353		5,323		9,992		9,105
Consulting fees		273		1,775		1,836		4,596
Office and general		1,937		1,935		7,789		4,948
Professional fees		577		1,060		2,878		1,953
Director compensation		87		—		277		—
Other		931		2,322		2,729		3,258
		7,158		12,415		25,501		23,860

General and administrative expenses for the three months ended September 30, 2020 were $7.2 million compared to $12.4 million for the three months ended September 30, 2019. The decrease of $5.2 million was mainly due to decreases in salaries and wages and consulting fees as a result of workforce optimizations implemented during the current year and decreases in other costs.

General and administrative expenses for the nine months ended September 30, 2020 were $25.5 million compared to $23.9 million for the nine months ended September 30, 2019. The increase of $1.6 million was mainly due to increases in salaries and wages, office and general and professional fees, partially offset by a decrease in consulting costs.

Salaries and wages increased throughout 2019 due to the significant growth and expansion of the Company. During the first and second quarters of 2020, the Company commenced and continues to implement several streamlining and efficiency initiatives which include workforce optimization. Office and general costs increased mainly due to property and director and officer insurance costs. Professional fees increased due to legal fees and financial consulting fees.

Sales and marketing

Three months ended

September 30

Nine months ended

September 30

($000s)

2020

2019

2020

2019

Sales and marketing

1,117

2,056

3,427

4,801

Sales and marketing expenses consist of brand development and promotion expenses, marketing personnel and related costs.

Sales and marketing expenses for the three months ended September 30, 2020 were $1.1 million compared to $2.1 million for the three months ended September 30, 2019. The decrease of $1.0 million was mainly due to a decrease in general marketing expenses as a result of the termination and renegotiation of the marketing contract with a former related party as part of the ongoing cost optimization initiatives.

Sales and marketing expenses for the nine months ended September 30, 2020 were $3.4 million compared to $4.8 million for the nine months ended September 30, 2019. The decrease of $1.4 million was mainly due to a decrease in general marketing expenses as a result of the termination and renegotiation of the marketing contract with a former related party as part of the ongoing cost optimization initiatives.


	13

Share-based compensation

	Three months ended September 30				Nine months ended September 30
($000s)	2020		2019		2020			2019
Simple warrants		1,611		4,746		3,385			19,743
Performance warrants		—		1,182		(42	)		11,757
Stock options		167		—		489			—
Restricted share units		769		—		1,454			—
Deferred share units		571		325		1,779			325
Shares issued for services		—		1,738		—			2,320
		3,118		7,991		7,065			34,145

Share-based compensation expense includes the expense related to the issuance of simple and performance warrants, stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”) to employees, directors, and others at the discretion of the Company’s board of directors.

Fair value pre-IPO

Given the absence of an active trading market for the Company’s common shares prior to its initial public offering (“IPO”), determining the fair value of the Company’s common shares required the Company’s board of directors to make complex and subjective judgments. The Company’s board of directors, with input from management, exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of the Company’s common shares as of the date of each grant. For periods prior to January 1, 2019, the fair value of share-based compensation expense was primarily estimated using the value of the equity or convertible security issued to third parties for cash within a reasonable period of time of the grant to the employee. Subsequent to January 1, 2019, the fair value of share-based compensation expenses was estimated using the value of the equity or convertible security issued to third parties for cash within a reasonable period of time of the grant to the employee, as well as other factors, including: the Company’s stage of development; the impact of significant corporate events, operational changes or milestones; material risks related to the business; regulatory developments in the Company’s industry that the Company expected to have an impact on its operations or available markets for its products; the Company’s financial condition and operating results, including its revenue, losses and levels of available capital resources; equity market conditions affecting comparable public companies; general U.S. and Canadian market conditions; the likelihood and potential timing of achieving a liquidity event or completing an offering of common shares, such as an initial public offering; and that the instruments involved illiquid securities of a private company.

Fair value post-IPO

Subsequent to the consummation of the Company’s IPO on August 6, 2019, the fair value of the Company’s shares is based on public trading data. The estimated fair value of the Company’s common shares at the time of grant is used to determine the associated share-based compensation expense. The Company determines the amount of share-based compensation expense by utilizing the Black-Scholes pricing model with inputs based on the terms of the award, including the strike price, and other estimates and assumptions, including the expected life of the award, the volatility of the underlying share price, the risk-free rate of return and the estimated rate of forfeiture of the awards granted.

Share-based compensation expense for the three months ended September 30, 2020 was $3.1 million compared to $8.0 million for the three months ended September 30, 2019. The decrease of $4.9 million was due to the accelerated vesting of share-based compensation awards in the prior period due to the completion of the initial public offering, shares issued for services in the prior period and a decrease in the value of the share-based compensation awards granted. Share-based compensation expense for the three months ended September 30, 2020 included the issuance of 900 RSUs and 1,400,352 DSUs. Share-based compensation expense for the three months ended September 30, 2019 included the issuance of 1,232,000 simple warrants at an average exercise price of $6.45 and 155,200 performance warrants at an average exercise price of $8.33.

Share-based compensation expense for the nine months ended September 30, 2020 was $7.1 million compared to $34.1 million for the nine months ended September 30, 2019. The decrease of $27.0 million was due to the accelerated vesting of share-based compensation awards in the prior period due to the completion of the initial public offering, shares issued


	14

for services in the prior period and a decrease in the value of the share-based compensation awards granted. Share-based compensation expense for the nine months ended September 30, 2020 included the issuance of 2,999,813 RSUs, 2,690,253 DSUs and 481,600 stock options at an average exercise price of $1.16. Share-based compensation expense for the nine months ended September 30, 2019 included the issuance of 4,795,200 simple warrants at an average exercise price of $6.32 and 723,200 performance warrants at an average exercise price of $12.23.

Restructuring costs

Three months ended

September 30

Nine months ended

September 30

($000s)

2020

2019

2020

2019

Restructuring costs

1,108

—

6,190

—

As part of the Company’s objective to optimize asset utilization and reduce costs, the Company commenced and continues to implement several streamlining and efficiency initiatives to align its cost structure and labour force costs with current market conditions. Restructuring costs of $1.1 million and $6.2 million for the three and nine months ended September 30, 2020 represent severance costs relating to the workforce reductions, legal, professional and consulting fees that relate directly to the restructuring and finance costs relating to the amendment and restatement of the Syndicated Credit Agreement and extinguishment of the Term Debt Facility.

Asset impairment

Three months ended

September 30

Nine months ended

September 30

($000s)

2020

2019

2020

2019

Asset impairment

60,000

—

65,659

162

The Company determined that indictors of impairment existed during the nine months ended September 30, 2020 with respect to the Company’s British Columbia cash generating unit (“CGU”) as a result of the Company’s disposition of its Kamloops property and decision to suspend further construction and development activities on its Merritt facility due to market conditions and available financing. Approximately $10.0 million had been invested into the Merritt facility which consisted of land and construction in progress. A test for impairment was performed at the CGU level by comparing the estimated recoverable amount to the carrying values of the assets. The estimated recoverable amount of the assets was determined to be their fair value less costs of disposal and an impairment of $5.7 million was recorded to write down the assets to their recoverable amount of $4.2 million.

The Company determined that indicators of impairment existed during the nine months ended September 30, 2020 with respect to the Company’s Alberta CGU as a result of decreasing estimates for the size of the potential Canadian cannabis market, the Company curtailing the number of flowering rooms being used for cultivation at its Olds facility and the carrying value of the Company’s total net assets significantly exceeding the Company’s market capitalization. A test for impairment was performed at the CGU level by comparing the estimated recoverable amount the carrying values of the assets. The estimated recoverable amount of the assets was determined to be their value in use and an impairment of $60.0 million was recorded to write down the assets to their estimated recoverable amount of $103.2 million.

Transaction costs

Three months ended

September 30

Nine months ended

September 30

($000s)

2020

2019

2020

2019

Transaction costs

364

6,315

2,762

6,315

Transaction costs of $2.8 million for the nine months ended September 30, 2020 include legal costs and various financing initiatives.


	15

Finance (income) costs

	Three months ended September 30						Nine months ended September 30
($000s)	2020			2019			2020			2019
Cash finance expense
Interest on Term Debt Facility		—			1,667			2,936			1,759
Interest on Syndicated Credit Agreement		1,025			454			3,279			454
Interest on Credit Facilities		—			486			—			1,818
Interest on Senior Convertible Notes		—			3			—			375
Interest on Convertible Notes		—			691			—			2,442
Interest on other debt		—			(9	)		—			1,526
Other finance costs		355			451			495			3,999
		1,380			3,743			6,710			12,373
Non-cash finance expense
Accretion		—			2,379			1,622			4,632
Amortization of debt issue costs		223			476			946			1,016
Interest on Senior Convertible Notes		—			1,903			—			1,903
Loss on derivative liabilities		—			1,649			—			1,649
Change in fair value of convertible notes⁽¹⁾		(9,742	)		—			(10,231	)		—
Change in fair value of derivative warrant liabilities⁽¹⁾		(10,057	)		—			(10,468	)		—
Other		18			—			(22	)		—
		(19,558	)		6,407			(18,153	)		9,200
Less: interest capitalized relating to construction in progress		—			—			—			(1,280	)
Interest income		(19	)		—			(181	)		—
		(18,197	)		10,150			(11,624	)		20,293

(1)	Refer to note 22 in the condensed consolidated interim financial statements for the three and nine months ended September 30, 2020, for valuation methodology.

Finance costs include interest on the Company’s indebtedness, accretion expense associated with the Company’s indebtedness, changes in the fair value of the Secured Convertible Note, Unsecured Convertible Notes and derivative warrant liabilities and certain other expenses, net of capitalized interest related to construction in progress.

Finance income for the three months ended September 30, 2020 was $18.2 million compared to an expense of $10.2 million for the three months ended September 30, 2019. The decrease in costs of $28.4 million was due the changes in fair value of the convertible notes and derivative warrant liabilities, decreased interest expense on the Company’s debt instruments due to the extinguishment of the Term Debt Facility and principal payments made on the Syndicated Credit Agreement, decreased accretion and amortization of debt issue costs due to the extinguishment of the Term Debt Facility, and non-cash finance expenses in the comparative period relating to the Senior Convertible Notes and derivative liabilities.

Finance income for the nine months ended September 30, 2020 was $11.6 million compared to an expense of $20.3 million for the nine months ended September 30, 2019. The decrease in costs of $31.9 million was due to decreased interest expense due to the extinguishment and settlement of various debt instruments, changes in fair value of the convertible notes and derivative warrant liabilities, decreased accretion and amortization of debt issue costs due to the extinguishment of the Term Debt Facility, and non-cash finance expenses in the comparative period relating to the Senior Convertible Notes and derivative liabilities. In the prior period, the production facilities were under construction and the related interest cost was capitalized to construction in progress.


	16

Income tax recovery

Three months ended

September 30

Nine months ended

September 30

($000s)

2020

2019

2020

2019

Income tax recovery

—

3,609

Income tax recovery represents the Company’s intention to settle provincial and federal income taxes payable and recoverable on a net basis between entities under common control subject to income tax under the same taxation authority.

Income tax recovery for the nine months ended September 30, 2019 was $3.6 million and was due to the Company’s acquisition of a 50% interest in Pathway Rx. Upon acquisition of the Company’s 50% interest in Pathway Rx, $3.6 million of the purchase price was allocated to a deferred tax liability. This liability was subsequently adjusted to nil, with a corresponding adjustment of $3.6 million recorded to income tax recovery, on the basis that the Company and Pathway Rx are subject to income tax under the same taxation authority.

Net loss from continuing operations

Three months ended

September 30

Nine months ended

September 30

($000s)

2020

2019

2020

2019

Net loss from continuing operations

(71,397

)

(85,487

)

(142,173

)

(114,539

)

Net loss for the three months ended September 30, 2020 was $71.4 million compared to a net loss of $85.5 million for three months ended September 30, 2019. The decrease of $14.1 million was due to decreases in cost of sales, change in fair value realized through inventory, decreases in general and administrative expenses, share-based compensation, an increase in government subsidies, decreases in transaction costs, finance costs and loss on financial obligation, partially offset by a decrease in net revenue, an inventory obsolescence provision, decrease in the change in fair value of biological assets, and an asset impairment.

Net loss for the nine months ended September 30, 2020 was $142.2 million compared to a net loss of $114.5 million for nine months ended September 30, 2019. The increase loss of $27.7 million was due lower net revenue, higher cost of goods sold, an inventory obsolescence provision, change in fair value of biological assets and change in fair value realized through inventory, increases in general and administrative expenses, restructuring costs and an asset impairment, partially offset by a decrease in share-based compensation, an increase in government subsidies, decreases in transaction costs, finance costs and the loss on financial obligation.

Adjusted EBITDA from continuing operations

Three months ended

September 30

Nine months ended

September 30

($000s)

2020

2019

2020

2019

Adjusted EBITDA from continuing operations⁽¹⁾

(4,409

)

(6,243

)

(19,950

)

(12,222

)

(1)	The non-IFRS measure of adjusted EBITDA is reconciled to net loss in accordance with IFRS in the “NON-IFRS MEASURES” section of this MD&A and discussed further in the “ADVISORY” section of this MD&A.

Adjusted EBITDA from continuing operations does not have standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures used by other companies.

Adjusted EBITDA from continuing operations was a loss of $4.4 million for the three months ended September 30, 2020 compared to a loss of $6.2 million for the three months ended September 30, 2019. The decreased loss was due to the following:

•

Decrease in cost of sales due to a decrease in kilogram equivalents sold;

•

Decrease in general and administrative expenses; and

•

Decrease in sales and marketing expense due to a decrease in general marketing activities.

Partially offset by the following:


	17

•

Decrease in revenue.

Adjusted EBITDA from continuing operations was a loss of $20.0 million for the nine months ended September 30, 2020 compared to a loss of $12.2 million for the nine months ended September 30, 2019. The increased loss was due to the following:

•

Decrease in net revenue;

•

Increase in cost of sales due to an increase in kilogram equivalents sold; and

•

Increase in general and administrative expenses.

Partially offset by the following:

•

Decrease in sales and marketing expense due to a decrease in general marketing activities; and

•

Decrease in research and development expenses.

DISCONTINUED OPERATIONS – ORNAMENTAL FLOWERS

The sale of Bridge Farm closed on June 5, 2020. The Bridge Farm operations comprised the entire Ornamental Flower segment that was located in the United Kingdom. The Ornamental Flower segment was not previously classified as held-for-sale or as a discontinued operation. The comparative consolidated statement of loss and comprehensive loss and statement of cash flows in the financial statements for the three and nine months ended September 30, 2019 have been re-presented to show the discontinued operation separately from continuing operations. With the disposition of the Ornamental Flower segment, the Company no longer has multiple segments. Accordingly, the Cannabis operations in Canada comprise the entire operations of the Company.

During the period January 1, 2020 to June 5, 2020, the Company recorded revenues of $22.1 million from Bridge Farm and a net loss of $33.6 million from Bridge Farm, which includes a loss on the disposition of Bridge Farm of $15.0 million.

Capital expenditures with respect to discontinued operations during the period January 1, 2020 to June 5, 2020 consisted of $4.4 million mainly related to the Bridge Farm Clay Lake facility.

SELECTED QUARTERLY INFORMATION

The following table summarizes selected consolidated operating and financial information of the Company for the preceding eight quarters.

		2020		2019				2018
($000s, except as indicated)	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
Gross revenue⁽¹⁾	15,525	24,341	16,590	16,262	28,690	20,284	1,691	—
Net loss from continuing operations attributable to owners of the Company	(71,386)	(32,750)	(37,861)	(28,061)	(85,448)	(12,322)	(16,702)	(35,951)
Per share, basic and diluted	(0.53)	(0.31)	(0.35)	(0.26)	(0.93)	(0.16)	(0.24)	(0.49)
Net loss from discontinued operations attributable to owners of the Company	—	(27,593)	(6,034)	(116,927)	(12,004)	—	—	—
Per share, basic and diluted	—	(0.26)	(0.06)	(1.10)	(0.13)	—	—	—
Net loss attributable to owners of the Company	(71,386)	(60,343)	(43,895)	(144,988)	(97,452)	(12,322)	(16,702)	(35,951)
Per share, basic and diluted	(0.53)	(0.57)	(0.41)	(1.36)	(1.06)	(0.16)	(0.24)	(0.49)

(1)	Gross revenue from continuing operations.

During the eight most recent quarters the following items have had a significant impact on the Company’s results:

•	significantly increasing production capacity with the expansions to the Olds facility;

•	increasing the number of cannabis plants and weighted average maturity of their stage of growth;

•	increasing staffing to support growth and expansion initiatives;

•	increasing marketing, promotion and branding activities relating to the commencement of adult-use cannabis;

•	acquisition of Bridge Farm;


	18

•	terminating the Investment and Royalty Agreement;

•	non-cash impairment charge of goodwill relating to Bridge Farm’s CBD cash generating unit;

•	price discounts and provisions for product returns

•	impairment of property, plant and equipment;

•	provision for inventory obsolescence;

•	disposition of Bridge Farm;

•	issuance of Secured Convertible Note and warrants;

•	issuance of Unsecured Convertible Notes and warrants

•	extinguishment of the Term Debt Facility; and

•	issuance of equity securities in the August 2020 Offering.

LIQUIDITY AND CAPITAL RESOURCES

($000s)	September 30, 2020		December 31, 2019
Cash and cash equivalents		21,044		45,337

Syndicated Credit Agreement (A)		71,063		82,910
Term Debt Facility (B)		—		95,003
Secured Convertible Note (C)		46,589		—
Unsecured Convertible Notes (D)		1,819		—
		119,471		177,913

Capital resources are financing resources available to the Company and are defined as the Company’s debt and equity. The Company manages its capital resources with the objective of maximizing shareholder value and sustaining future development of the business. The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the Company’s activities. The Company may adjust capital spending, issue new equity, issue new debt or repay existing debt, subject to the availability of commercial terms. The Company will require additional financing in the near term, see “Strategy and Outlook – Strategic Alternatives and Capital Raising” for more information.

The Company’s primary need for liquidity is to fund capital expenditures, working capital requirements, debt service requirements and for general corporate purposes. The Company’s primary source of liquidity historically has been from funds received from the proceeds of common share issuances and debt financing. The Company’s ability to fund operations, make planned capital expenditures and meet debt service requirements depends on future operating performance and cash flows, as well as the availability of future financing – all of which is subject to prevailing economic conditions and financial, business and other factors.

On June 5, 2020, the Company entered into an amended and restated credit agreement, executed a refinancing transaction under its Term Debt Facility, executed an intercreditor agreement and closed the sale of Bridge Farm. The amended and restated credit agreement includes a waiver for the Company’s March 31, 2020 covenant non-compliance, elimination of financial covenants other than a minimum cash balance covenant of $2.5 million until December 31, 2020 or later and a covenant requiring the Company to raise capital of US$10 million by December 1, 2020 (which was satisfied as a result of the August 2020 Offering). Principal repayments of $2.1 million per quarter have been rescheduled to commence on September 30, 2020 and were paid on that date. Additionally, based on the Company’s most recent financial projections, management is forecasting that the Company will be in violation of the Syndicated Credit Agreement senior funded debt to EBITDA covenant at December 31, 2020.

The Company plans to access the capital markets to raise additional liquidity. The Company has filed a registration statement for a mixed shelf prospectus allowing it to issue common shares in an amount up to US$100 million at its discretion and established the ATM Program covering issuances of up to US$50 million. From June 30, 2020 to November 9, 2020, the Company has raised gross proceeds of US$20.0 million from the August 2020 Offering and gross proceeds of US$35.5 million from sales under the ATM Program. There can be no guarantee that the Company will be able to raise additional capital on terms acceptable to it or at all. See “Strategy and Outlook – Strategic Alternatives and Capital Raising” for more information.


	19

The condensed consolidated interim financial statements for the three and nine months ended September 30, 2020 contain a going concern qualification. The Company is an early-stage company and has accumulated significant losses to date. Furthermore, the Company and certain of its subsidiaries have a limited operating history and a history of negative cash flow from operating activities. These conditions, combined with the Company’s dependence on third party financing in the near term to fund its business plan, indicate the existence of a material uncertainty that casts significant doubt on the Company’s ability to continue as a going concern.

Management believes its current capital resources and its ability to manage cash flow and working capital levels will require the Company to seek future additional financing to allow it to meet its obligations, to make debt service requirements, and to fund the other needs of its business. However, no assurance can be given that future sources of capital will be available. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Any delay or failure to complete any additional financing would have a material adverse effect on the Company’s business, results of operations and financial condition, and the Company may be forced to reduce or cease its operations or seek relief under applicable bankruptcy law. The condensed consolidated interim financial statements for the three and nine months ended September 30, 2020 do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern.

Debt

As at September 30, 2020, the Company’s available debt facilities, as detailed below, were fully drawn.

a)	Syndicated Credit Agreement

On August 29, 2019, the Company entered into a secured syndicated credit agreement, which was subsequently amended and restated on June 5, 2020 (as amended and restated, the “Syndicated Credit Agreement”). Under the Syndicated Credit Agreement, the Company is required to make principal repayments of $2.1 million per quarter beginning on September 30, 2020. The Syndicated Credit Agreement is secured by a first priority lien on the assets and property of the Company.

At September 30, 2020, the Syndicated Credit Agreement contained certain financial covenants to maintain:

(i)

a minimum unrestricted cash balance of $2.5 million;

(ii)

a senior funded debt to EBITDA ratio (as such terms are defined in the Syndicated Credit Agreement) of not greater than 2.75 to 1.00 at December 31, 2020 (due to the aggregate unconverted principal amount of the Unsecured Convertible Notes being less than US$5.0 million) and as at the end of every fiscal quarter thereafter; and

(iii)

a fixed charge coverage ratio of not less than 1.50 to 1.00 at December 31, 2020 (due to the aggregate unconverted principal amount of the Unsecured Convertible Notes being less than US$5.0 million) and as at the end of every fiscal quarter thereafter.

At September 30, 2020, the Company was in compliance with all financial covenants under the Syndicated Credit Agreement; however, the Company received waivers for technical breaches of non-financial covenants under the Syndicated Credit Agreement as of September 30, 2020. Additionally, based on the Company’s most recent financial projections, management is forecasting that the Company will be in violation of the Syndicated Credit Agreement senior funded debt to EBITDA covenant at December 31, 2020.

b)	Term Debt Facility

On June 27, 2019, the Company entered into a secured term debt facility (the “Term Debt Facility”) with the creditor named therein and the other lenders party thereto. On June 5, 2020, the Company entered into a restructuring and novation agreement (the “Restructuring and Novation Agreement”) and a securities restructuring agreement (the “Securities Restructuring Agreement”) whereby $45.0 million of principal from the Term Debt Facility was assigned to the Bridge Farm Purchaser and the remaining $73.2 million of principal plus accrued interest was extinguished and


	20

replaced with $73.2 million senior second lien convertible notes of the Company. See section (c) “Secured Convertible Note” below.

c)	Secured Convertible Note

On June 5, 2020, in connection with the Restructuring and Novation Agreement, the Company entered into the Securities Restructuring Agreement, pursuant to which the $73.2 million balance of the Term Debt Facility was extinguished and replaced with $73.2 million senior second lien convertible notes (the “Secured Convertible Note”), convertible into common shares at an initial conversion price of US$1.00 per common share. The Company also issued common share purchase warrants to acquire up to 17.5 million common shares at an initial exercise price of US$1.00 per warrant and common share purchase warrants to acquire up to 17.5 million common shares at an initial exercise price of US$1.20 per warrant (the “Secured Convertible Note Warrants”).

The Secured Convertible Note can be converted into common shares at any time after the earlier of the date upon which the indebtedness under the Unsecured Convertible Notes is less than US$3.0 million and February 1, 2021. On September 30, 2020, the indebtedness under the Unsecured Convertible Notes was less than US$3.0 million and the Company subsequently filed a registration statement which allows the holder to offer and sell the common shares issuable upon conversion or exercise of the Secured Convertible Note and Secured Convertible Note Warrants. The registration statement was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 22, 2020.

The conversion or exercise price of the Secured Convertible Note or warrants, as applicable, is subject to full ratchet antidilution protection upon any subsequent transaction at a price lower than the price then in effect and standard adjustments in the event of any share split, share dividend, share combination, recapitalization or other similar transaction. If the Company issues, sells or enters into any agreement to issue or sell, any variable rate securities, the investors have the additional right to substitute the variable price (or formula) of such securities for the conversion or exercise price, as applicable.

As a result of the August 2020 Offering, the conversion price for the Secured Convertible Note was adjusted to US$0.8474 per common share. As of November 9, 2020, as a result of sales under the ATM Program, the conversion price of the Secured Convertible Note was adjusted to US$0.6560 per common share and the exercise price of the Secured Convertible Note Warrants was adjusted to US$0.1766 per common share. The foregoing conversion and exercise prices may be further adjusted as the result of future sales under the ATM Program or other offerings, if any.

From October 1, 2020 to November 9, 2020, $18.3 million aggregate principal of the Secured Convertible Note was converted into common shares at a weighted average conversion price of $0.2122 resulting in the issuance of 86.0 million common shares. As of November 9, 2020, $55.0 million aggregate principal amount of Secured Convertible Note remained outstanding.

d)	Unsecured Convertible Notes

On June 5, 2020, in connection with the debt restructuring transactions, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) providing for the sale of a new series of unsecured senior subordinated convertible notes (the “Unsecured Convertible Notes”) in the aggregate principal amount of US$18.0 million, convertible into common shares at any time at the option of the holder at an initial conversion price of US$1.00, and common share purchase warrants to acquire up to 14.5 million common shares at an initial exercise price of US$0.9338 per common share (the “Unsecured Convertible Notes Warrants”). In connection with the securities


	21

purchase agreement, placement agents for the offering were issued common share purchase warrants to acquire up to 1,080,000 common shares at an initial exercise price of US$1.00 per common share (the “Agent Warrants”).

The Unsecured Convertible Notes mature on June 5, 2022 and do not bear interest, except upon the occurrence of defined triggering events.

The conversion or exercise price of the Unsecured Convertible Note and warrants, as applicable, is subject to full ratchet antidilution protection upon any subsequent transaction at a price lower than the price then in effect and standard adjustments in the event of any share split, share dividend, share combination, recapitalization or other similar transaction. If the Company issues, sells or enters into any agreement to issue or sell, any variable rate securities, the investors have the additional right to substitute the variable price (or formula) of such securities for the conversion or exercise price, as applicable.

As a result of the August 2020 Offering, the conversion price for the Unsecured Convertible Notes was adjusted to US$0.8474 per common share. As of November 9, 2020, as a result of sales under the ATM Program, the conversion price of the Unsecured Convertible Notes was adjusted to US$0.6560 per common share and the exercise price of the Unsecured Convertible Notes Warrants was adjusted to US$0.1766 per common share. The foregoing conversion and exercise prices may be further adjusted as the result of future sales under the ATM Program or other offerings, if any.

From October 1, 2020 to November 9, 2020, an additional US$2.4 million aggregate principal of Unsecured Convertible Notes was converted into common shares at a weighted average conversion price of US$0.1631 resulting in the issuance of 14.7 million common shares. As of November 9, 2020, US$16.0 thousand aggregate principal amount of Unsecured Convertible Notes remained outstanding.

Equity

As at September 30, 2020, the Company had the following share capital instruments outstanding:

(000s)	September 30, 2020		December 31, 2019
Common shares		206,714		107,180
Common share purchase warrants ⁽¹⁾		5,123		6,165
Simple warrants ⁽²⁾		7,569		9,815
Performance warrants ⁽³⁾		4,365		5,799
Stock options ⁽⁴⁾		721		624
Restricted share units		2,990		49
Deferred share units		2,748		368

(1)	5.1 million warrants were exercisable as at September 30, 2020.

(2)	5.7 million simple warrants were exercisable as at September 30, 2020.

(3)	3.7 million performance warrants were exercisable as at September 30, 2020.

(4)	0.1 million stock options were exercisable as at September 30, 2020.

As at September 30, 2020, the Company had 206.7 million shares outstanding (December 31, 2019 - 107.2 million shares).


	22

Common shares were issued during the nine months ended September 30, 2020 in connection with the following transactions:

•

As part of the consideration for the Bridge Farm Disposition, 2.7 million common shares were returned to the Company and cancelled;

•

US$15.6 million aggregate principal of Unsecured Convertible Notes was converted into common shares at a weighted average price of US$$0.2516 resulting in the issuance of 62.0 million common shares;

•

Issuance of 25.8 million common shares in the August 2020 Offering; and

•

Exercise of all of the Series B Warrants for 14.3 million common shares.

From October 1, 2020 to November 9, 2020:

•

US$2.4 million aggregate principal of Unsecured Convertible Notes was converted into common shares at a weighted average conversion price of US$0.1631 resulting in the issuance of 14.7 million common shares;

•

$18.3 million aggregate principal of Secured Convertible Note was converted into common shares at a weighted average price of $0.2122 resulting in the issuance of 86.0 million common shares;

•

The Company sold 121.9 million common shares under its ATM Program for gross proceeds of $46.3 million; and

•

4.8 million Unsecured Convertible Notes Warrants were exercised at a weighted average exercise price of US$0.1766 per warrant resulting in the issuance of 4.8 million common shares and gross proceeds to the Company of US$0.9 million

•

3.0 million Series A Warrants were exercised at a weighted average exercise price of US$0.1766 per warrant resulting in the issuance of 3.0 million common shares and gross proceeds to the Company of US$0.5 million.

As at November 9, 2020, a total of 438.7 million common shares were outstanding.

Capital Expenditures

	Three months ended September 30				Nine months ended September 30
($000s)	2020		2019		2020			2019
Olds facility		1,066		26,653		2,288			85,205
Rocky View facility		—		132		—			253
Merritt facility⁽¹⁾		—		420		(1,241	)		4,439
Other		10		129		1,822			1,474
Total		1,076		27,334		2,869			91,371

(1)	The expenditure recovery for the Merritt facility resulted from the refund of provincial hydro and utility deposits.

Facilities


	Olds facility	Rocky View facility	Merritt facility
Location	Olds, Alberta, Canada	Rocky View, Alberta, Canada	Merritt, British Columbia, Canada
Format	Indoor modular	Indoor	Indoor modular
Primary purpose	Cultivation and extraction	Research and development	Cultivation and extraction
Total current facility size (sq. ft.)	428,000	31,000	—
Additional planned facility size (sq. ft.)	20,000⁽¹⁾	—	35,000⁽²⁾
Total projected facility size (sq. ft.)	448,000	31,000	35,000

(1)	Subject to construction and licensing of an extraction and processing building (20,000 sq. ft.) and availability of capital resources and liquidity.

(2)	Construction has been deferred. Future construction, if any, will be subject to available capital resources, liquidity and licensing.

Capital expenditures will be limited to essential expenditures required to complete the extraction and processing facility at the Olds facility (approximately $5 million) and is expected to be completed by the end of the fourth quarter of 2020.

Expenditures relating to funding research performed by Pathway Rx (approximately $1 million) have been temporarily deferred in order to improve liquidity and align capital expenditures with market demand.


	23

Expenditures required to maintain production capacity are not expected to be significant as the construction of the majority of the Company’s facilities is substantially complete. The Company expects approximately $0.5 million per quarter of maintenance capital for the remainder of 2020 to maintain current capacity.

Olds facility

The Olds facility is the Company’s flagship facility whose primary purpose is to grow cannabis for the Canadian market. The Olds facility is complete and fully licensed for cannabis cultivation, processing and sale by Health Canada. The Company has received a licence from Health Canada for approximately 428,000 square feet with 126 cultivation rooms comprised of H Block (approximately 32,000 square feet with 12 cloning and vegetation rooms), H Block extension (approximately 46,000 square feet with 14 flowering rooms) and Pods 1 through 5 (each approximately 70,000 square feet with 20 flowering rooms). In addition the Company has completed and operates a 20,000 square foot processing facility.

The Company determined that indicators of impairment existed during the three months ended September 30, 2020 with respect to the Company’s Alberta CGU as a result of slower than expected cannabis retail store growth along with the Company curtailing the number of flowering rooms being used for cultivation at its Olds facility. A test for impairment was performed at the CGU level by comparing the estimated recoverable amount the carrying values of the CGU’s net assets. The estimated recoverable amount of the CGU was determined to be its value in use and an impairment of $60.0 million was recorded to impair the assets to their estimated recoverable amount of $103.2 million.

Merritt facility

Construction of the Merritt facility had been temporarily deferred pending increases in market demand. In addition, the Company is considering strategic alternatives for its asset base, including a sale of the Merritt facility. The Merritt facility was intended to serve as the primary production facility of the Company’s BC Weed Co. brand.

The amount of remaining capital expenditures at the Merritt facility depends on the scale of the facility to be constructed. A mini-pod is expected to cost $15 million to construct, while a larger facility with extraction capabilities is expected to cost up to $30 million to complete. The Company began construction of the Merritt facility in March 2019 and has invested approximately $10.0 million in the project as of March 31, 2020. The Company had submitted its initial licence application to Health Canada. However, Health Canada will not substantively review the licence application until the Merritt facility is fully constructed and is accepted by Health Canada as compliant with the requirements of the Cannabis Regulations (SOR/2018-144).

The Company determined that indictors of impairment existed during the nine months ended September 30, 2020 with respect to the Company’s British Columbia CGU as a result of the Company’s disposition of its Kamloops property and decision to suspend further construction and development activities on its Merritt facility due to market conditions and available financing. Approximately $10.0 million had been invested into the Merritt facility which consisted of land and construction in progress. A test for impairment was performed at the CGU level by comparing the estimated recoverable amount to the carrying values of the assets. The estimated recoverable amount of the assets was determined to be their fair value less costs of disposal and an impairment of $5.7 million million was recorded to write down the assets to their estimated recoverable amount of $4.2 million. The estimated recoverable amount of these assets was further reduced to $2.9 million due to the Company receiving utility deposits back resulting from the deferral of the facility. Management is committed to a plan to sell the Merritt facility and the asset is available for immediate sell, resulting in the reclassification to assets held for sale on the consolidated statement of financial position.

Pathway Rx

The Company owns a 50% interest in Pathway Rx, a company that uses advanced technologies, including machine learning approaches, to screen an extensive library of cannabis strains to identify and customize treatments for a wide range of medical applications. The Company expects minimal expenditures of approximately $1 million to fund research performed by Pathway Rx.


	24

Cash Flow Summary

	Three months ended September 30						Nine months ended September 30
($000s)	2020			2019			2020			2019
Cash provided by (used in):
Operating activities		(20,057	)		(29,367	)		(50,073	)		(57,833	)
Investing activities		(1,739	)		(107,353	)		(12,119	)		(158,502	)
Financing activities		21,445			263,621			39,047			367,549
Effect of exchange rate changes		(234	)		(1,392	)		1,288			(1,392	)
Change in cash and cash equivalents		(585	)		125,509			(21,857	)		149,822

Cash Flow – Operating Activities

Net cash used in operating activities was $20.1 million for the three months ended September 30, 2020 compared to $29.4 million used in operating activities for the three months ended September 30, 2019. The decrease of $9.3 million was due to a decrease in net loss adjusted for non-cash items, partially offset by an increase in non-cash working capital. The increase in non-cash working capital is comprised of changes in inventory, accounts receivable, prepaid expenses and deposits and accounts payable.

Net cash used in operating activities was $50.1 million for the nine months ended September 30, 2020 compared to $57.8 million used in operating activities for the nine months ended September 30, 2019. The decrease of $7.7 million was due to a decrease in non-cash working capital, partially offset by an increase in net loss adjusted for non-cash items. The decrease in non-cash working capital is comprised of changes in inventory, accounts receivable, prepaid expenses and deposits and accounts payable.

Cash Flow – Investing Activities

Net cash used in investing activities was $1.7 million for the three months ended September 30, 2020 compared to $107.4 million used in investing activities for the three months ended September 30, 2019. The decrease of $105.7 million was mainly due to the acquisition of Bridge Farm in the comparative period and a decrease in capital expenditures.

Net cash used in investing activities was $12.1 million for the nine months ended September 30, 2020 compared to $158.5 million used in investing activities for the nine months ended September 30, 2019. The decrease of $146.4 million was mainly due to the acquisition of Bridge Farm in the comparative period, a decrease in capital expenditures and proceeds from the disposal of the Company’s Kamloops property, partially offset by a decrease in non-cash working capital mainly comprised of accounts payable related to facility construction.

The Company is limiting capital expenditures to only essential expenditures required to complete the extraction and processing facility at the Olds facility, pending available capital resources and liquidity, in order to improve working capital and liquidity.

Cash Flow – Financing Activities

Net cash provided by financing activities was $21.4 million for the three months ended September 30, 2020 compared to $263.6 million provided by financing activities for the three months ended September 30, 2019. The decrease of $242.2 million was due to proceeds in the current period from the August 2020 Offering compared to the prior period which includes proceeds from the Syndicated Credit Agreement, proceeds from the issuance of shares from the initial public offering and changes in restricted cash, partially offset by the repayment of other debt instruments.

Net cash provided by financing activities was $39.0 million for the nine months ended September 30, 2020 compared to $367.5 million provided by financing activities for the nine months ended September 30, 2019. The decrease of $328.5 million was due to proceeds in the current period from the issuance of the Unsecured Convertible Notes, proceeds from the August 2020 Offering and change in restricted cash partially offset by repayments of the Syndicated Credit Agreement, compared to the prior period which includes proceeds from the issuance of convertible notes, proceeds from the Syndicated Credit Agreement, proceeds from the Term Debt Facility, proceeds from the issuance of shares from the initial


	25

public offering and proceeds from the exercise of warrants, partially offset by repayment of other debt instruments and change in restricted cash.

Liquidity risks associated with financial instruments

Interest rate risk

The Company is exposed to interest rate risk in that changes in market interest rates will cause fluctuations in the fair value of future cash flows. The Company is exposed to interest rate risk through its Syndicated Credit Agreement which has a variable interest rate. For the nine months ended September 30, 2020, a 1% increase in the prime interest rate would result in additional interest expense of $0.6 million (nine months ended September 30, 2019 - $0.6 million).

Credit risk

The Company applies the simplified approach under IFRS 9 and has calculated expected credit losses based on lifetime expected credit losses, taking into consideration historical credit loss experience and financial factors specific to the debtors and general economic conditions.

The maximum amount of the Company’s credit risk exposure is the carrying amounts of cash and cash equivalents and accounts receivable. The Company attempts to mitigate such exposure to its cash and cash equivalents by investing only in financial institutions with investment grade credit ratings. The Company manages risk over its accounts receivable by issuing credit only to credit worthy counterparties.

Foreign currency risk

The Company is exposed to risks arising from fluctuations in currency exchange rates between the Canadian dollar and United States dollar. At September 30, 2020, the Company’s primary currency exposure related to the United States dollar (“USD”) balances. The following table summarizes the Company’s foreign currency exchange risk for each of the currencies indicated:

As at September 30, 2020 ($000s)	USD
Cash and cash equivalents		12,012
Accounts receivable		—
Accounts payable and accrued liabilities		(896	)
Net foreign exchange exposure		11,116
Translation to CAD		1.3339
CAD equivalent at period end exchange rate		14,828

Based on the net foreign exchange exposure at the end of the period, if these currencies had strengthened or weakened by 10% compared to the Canadian dollar and all other variables were held constant, the after-tax earnings would have decreased or increased by approximately the following amounts:

($000s)

Nine months ended

September 30, 2020

Impact on profit (loss)

1,483

Liquidity risk

Liquidity risk is the risk that the Company cannot meet its financial obligations when due. The Company manages liquidity risk by monitoring operating and growth requirements. The Company prepares forecasts to ensure sufficient liquidity to fulfil obligations and operating plans.

The condensed consolidated interim financial statements for the nine months ended September 30, 2020 contain a going concern qualification. Management believes its current capital resources and its ability to manage cash flow and working


	26

capital levels will require the Company to seek future additional financing to allow it to meet its obligations, to make debt service requirements, and to fund the other needs of its business. The Company plans to access the capital markets to raise additional liquidity. However, no assurance can be given that future sources of capital will be available. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Any delay or failure to complete any additional financing would have a material adverse effect on the Company’s business, results of operations and financial condition, and the Company may be forced to reduce or cease its operations. See “Strategy and Outlook – Strategic Alternatives and Capital Raising”.

CONTRACTUAL COMMITMENTS AND CONTINGENCIES

a)	Commitments

The information presented in the table below reflects managements estimate of the contractual maturities of the Company’s obligations at September 30, 2020.

($000s)	Less than one year		One to three years		Three to five years		Thereafter		Total
Syndicated Credit Agreement		71,900		—		—		—		71,900
Convertible notes		—		76,436		—		—		76,436
Lease obligations		405		880		256		—		1,541
Total		72,305		77,316		256		—		149,877

b)	Contingencies

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of our business. Such proceedings, certain of which have been threatened against us, could include commercial litigation related to breach of contract claims brought by our customers, suppliers and contractors, as well as litigation related to termination of certain of our employees. The outcome of any litigation is inherently uncertain. Although we believe we have meritorious defenses against all currently threatened proceedings and intend to vigorously defend all claims if they are brought, unfavorable rulings, judgments or settlement terms could have a material adverse impact on our business and results of operations. See “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information – Legal Proceedings” in the Annual Report.

In addition, on May 7, 2020, the Company and certain of its current and former directors and officers were named as defendants in a lawsuit, captioned SUN, a Series of E Squared Investment Fund, LLC et al. v. Sundial Growers Inc. et al., Case No. 1:20-cv-03579. The complaint asserts claims for alleged violations of U.S. federal securities laws, including Sections 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) the Securities Exchange Act of 1934, as well as claims for breach of contract, breach of fiduciary duty, fraud in the inducement and negligent misrepresentation. Among other things, the complaint alleges that the company made misrepresentations regarding the licensing and ability of Bridge Farm to export hemp and CBD to Europe, as well as regarding the quality of the Company’s cannabis and a return by one of the Company’s customers.

We can provide no assurance as to the outcome of these proceedings or any other litigation matter in which we are a party. In particular, securities class action lawsuits are typically costly to defend, and divert the attention of management and other resources from operations and, accordingly, even if resolved in our favor, could have a material adverse effect on our business, financial condition, results of operations and liquidity and may force us to reduce or cease operations or seek relief under the applicable bankruptcy or insolvency laws.


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NON-IFRS MEASURES

Certain financial measures in this MD&A including adjusted EBITDA, cash costs to produce, cultivation and production costs and gross margin before fair value adjustments are non-IFRS measures. These terms are not defined by IFRS and, therefore, may not be comparable to similar measures provided by other companies. These non-IFRS financial measures should not be considered in isolation or as an alternative for measures of performance prepared in accordance with IFRS.

Adjusted EBITDA from continuing operations

Adjusted EBITDA is a non-IFRS measure which the Company uses to evaluate its operating performance. Generally, adjusted EBITDA is defined as net income (loss) before finance costs, depreciation and amortization, accretion expense, income tax recovery and excluding change in fair value of biological assets, change in fair value realized through inventory, unrealized foreign exchange gains or losses, share-based compensation expense, asset impairment, gain or loss on disposal of property, plant and equipment and certain one-time non-operating expenses, as determined by management.

The following tables reconcile adjusted EBITDA to net loss for the periods noted.

	Three months ended September 30						Nine months ended September 30
($000s)	2020			2019			2020			2019
Net loss from continuing operations		(71,397	)		(85,487	)		(142,173	)		(114,539	)
Adjustments
Finance (income) costs		(18,197	)		10,150			(11,624	)		20,293
Loss on financial obligation		—			59,583			—			60,308
Depreciation and amortization		1,480			143			3,414			411
Income tax recovery		—			—			—			(3,609	)
Change in fair value of biological assets		(194	)		(11,675	)		(4,853	)		(24,541	)
Change in fair value realized through inventory		2,447			5,875			18,352			7,564
Unrealized foreign exchange (gain) loss		(243	)		(229	)		(1,429	)		193
Share-based compensation		3,118			7,991			7,065			34,145
Asset impairment		60,000			—			65,659			162
Loss on disposition of PP&E		—			19			(488	)		4
Cost of sales non-cash component ⁽¹⁾		1,289			1,072			3,618			1,072
Inventory obsolescence and impairment		19,897			—			37,638			—
Restructuring costs		1,108			—			6,190			—
Transaction costs⁽²⁾		364			6,315			2,762			6,315
Government subsidies		(4,081	)		—			(4,081	)		—
Adjusted EBITDA from continuing operations		(4,409	)		(6,243	)		(19,950	)		(12,222	)

(1)	Cost of sales non-cash component is comprised of depreciation expense.

(2)	Transaction costs are non-recurring costs related to financing activities.

Cash costs to produce

Cash costs to produce is a non-IFRS measure which the Company uses to evaluate its operating performance. Cash costs to produce provides information to investors, analysts and others in understanding and evaluating the Company’s operating results as it removes non-cash and post-production expenses associated with growing costs. Cash costs to produce is defined as cost of sales less depreciation and packaging costs. Cash costs to produce are reconciled to cost of sales in the “OPERATIONAL RESULTS” section of this MD&A.

Gross margin before fair value adjustments

Gross margin before fair value adjustments is a non-IFRS measure which the Company uses to evaluate its operating performance. Gross margin before fair value adjustments provides useful information to investors, analysts and others in understanding and evaluating the Company’s operating results as it removes non-cash fair value metrics. Gross margin before fair value adjustments is defined as gross margin less the non-cash changes in the fair value adjustments on the


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sale of inventory and the growth of biological assets. Gross margin before fair value adjustments is comprised of net revenue less cost of sales and inventory obsolescence and impairment.

RELATED PARTIES

Loan receivable agreements

Related party transactions

	Transactions		Balance outstanding
	Nine months ended September 30	Nine months ended September 30	September 30	December 31
($000s)	2020	2019	2020	2019
Marketing, brand research and development^(a)	1,144	2,152	—	(265)
Legal services^(b)	1,811	2,973	(221)	(397)
	2,955	5,125	(221)	(662)

(a)	A former member of the Board of Directors controls a company that provides marketing, brand research and development services.

(b)	A member of the Board of Directors is a partner at a law firm which provides legal services to the Company.

All transactions were conducted at the exchange amount agreed to with the related parties.

OFF BALANCE SHEET ARRANGEMENTS

As at September 30, 2020, the Company did not have any off-balance sheet arrangements. The Company has certain operating or rental lease agreements, as disclosed in the Contractual Commitments and Obligations section of this MD&A, which are entered into in the normal course of operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company makes assumptions in applying critical accounting estimates that are uncertain at the time the accounting estimate is made and may have a significant effect on the consolidated financial statements. Critical accounting estimates include the classification and recoverable amounts of cash generating units (“CGUs”), value of biological assets and inventory, estimating potential future returns and pricing adjustments on revenue, deferred tax assets, share-based compensation, convertible instruments, financial obligations, acquisitions and fair value of assets acquired and liabilities assumed in a business combination. Critical accounting estimates are based on variable inputs including but not limited to:

•

Demand for cannabis for recreational and medical purposes;

•

Price of cannabis;

•

Expected sales volumes;

•

Changes in market discount rates;

•

Future development and operating costs;

•

Costs to convert harvested cannabis to finished goods;

•

Expected yields from cannabis plants;

•

Potential returns and pricing adjustments;


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•

Interpretation of income tax laws; and

•

Facts and circumstances supporting the likelihood and amount of contingent liabilities

Changes in critical accounting estimates can have a significant effect on net income as a result of their impact on revenue, costs of sales, provisions, impairments, losses and income taxes. Changes in critical accounting estimates can have a significant effect on the valuation of biological assets, inventory, property, plant and equipment, provisions, derivative financial instruments and accounts payable.

For a detailed discussion regarding the Company’s critical accounting policies and estimates, refer to the notes to the Audited Financial Statements.

NEW ACCOUNTING PRONOUNCEMENTS

The International Accounting Standards Board (IASB) and the IFRS Interpretations Committee regularly issue new and revised accounting pronouncements which have future effective dates and therefore are not reflected in the Company’s consolidated financial statements. Once adopted, these new and amended pronouncements may have an impact on the Company’s consolidated financial statements. The Company’s analysis of recent accounting pronouncements is included in the notes to the Audited Financial Statements.

RISK FACTORS

Risks Related to the Unsecured Convertible Notes and Unsecured Convertible Notes Warrants and the Secured Convertible Note and Secured Convertible Note Warrants

ANY CONVERSION OR EXERCISE, AS APPLICABLE, OF THE UNSECURED CONVERTIBLE NOTES, THE UNSECURED CONVERTIBLE NOTES WARRANTS, THE SECURED CONVERTIBLE NOTE, THE SECURED CONVERTIBLE NOTE WARRANTS, THE PLACEMENT AGENT WARRANTS, THE SERIES A WARRANTS OR THE COMPANY’S OTHER OUTSTANDING WARRANTS OR CONVERTIBLE SECURITIES MAY RESULT IN SIGNIFICANT DILUTION TO THE COMPANY’S SHAREHOLDERS.

The Company’s shareholders may experience significant dilution as a result of issuance by the Company of common shares pursuant to the Unsecured Convertible Notes, Unsecured Convertible Notes Warrants, the Secured Convertible Note, the Secured Convertible Note Warrants, the Placement Agent Warrants and the Series A Warrants.

THE UNSECURED CONVERTIBLE NOTES, THE UNSECURED CONVERTIBLE NOTEs WARRANTS, THE SECURED CONVERTIBLE NOTE, THE SECURED CONVERTIBLE NOTE WARRANTS AND THE SERIES A WARRANTS HAVE ANTI-DILUTION PROVISIONS TRIGGERED BY THE ISSUANCE OF THE COMPANY’S COMMON SHARES AND SECURITIES CONVERTIBLE OR EXERCISABLE FOR COMMON SHARES AT PRICES BELOW THE THEN-CURRENT CONVERSION PRICE FOR SUCH NOTES OR THE THEN-CURRENT EXERCISE PRICE OF SUCH WARRANTS. ANY SUCH ADJUSTMENTS WOULD INCREASE THE NUMBER OF COMMON SHARES ISSUABLE UPON CONVERSION OR EXERCISE OF SUCH SECURITIES, AS THE CASE MAY BE, AND INCREASE THE DILUTIVE EFFECT OF SUCH SECURITIES ON THE COMPANY’S SHAREHOLDERS.

The conversion price or exercise price, as applicable, for the Unsecured Convertible Notes, the Unsecured Convertible Notes Warrants, the Secured Convertible Note, the Secured Convertible Note Warrants and the Series A Warrants have been adjusted as result of sales of common shares under the ATM Program and may be further adjusted as a result of any future sales under the ATM Program or other offerings. Both the conversion and exercise prices for the securities are subject to reduction upon the issuance of the Company’s common shares or securities exercisable or convertible for the Company’s common shares at a per share price below the then-current conversion price or exercise price, as applicable. In such event, the conversion prices or exercise prices as applicable, will be reduced in accordance with agreed-upon formulae.

Under the terms of the Securities Restructuring Agreement and the Secured Convertible Note, the holder is able to convert up to $10.0 million principal amount of the Secured Convertible Note during any calendar month into our common shares at an alternate optional conversion price equal to the lower of (i) the then-current conversion price and (ii) the greater of (x) a floor price and (y) a discount to the volume weighted average price of our common shares during a specified trading day period. The Company and the holder may agree to waive or the amend the $10.0 million limitation or otherwise change the formula to determine the number of shares issuable upon conversion, including lowering the floor price.


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As a result of any such adjustment, waiver, amendment or similar modification, the number of common shares issuable upon conversion or exercise, as applicable, of the foregoing securities will be increased, which will increase the dilutive effect of such securities on the Company’s shareholders.

ANY FURTHER ISSUANCES OF THE COMPANY’S COMMON SHARES MAY ADVERSELY AFFECT THE MARKET PRICE OF THE COMPANY’S COMMON SHARES.

The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. As a result, the Company continues to seek ways of improving its working capital and overall liquidity position, including through a review of its existing capital structure, financings or re-financings of its existing indebtedness, and sales of equity and equity-linked securities (including at-the-market offerings and other underwritten offerings).

The Company has filed a registration statement for a mixed shelf prospectus allowing it to issue common shares, preferred shares, rights, warrants or units of the foregoing in an amount up to US$100,000,000 at its discretion and has established the ATM Program covering issuances of common shares not to exceed US$50,000,0000. Additional financings may also take the form of units, convertible notes or warrants. There can be no guarantee that the Company will be able to raise additional capital on terms acceptable to it or at all.

The Company has filed a registration statement which allows the investors to offer and sell the common shares issuable upon conversion or exercise of the Unsecured Convertible Notes and Unsecured Convertible Notes Warrants. The registration statement was declared effective by the SEC on July 20, 2020. In addition, the Company has filed a registration statement which allows the investors to offer and sell the common shares issuable upon conversion or exercise of the Secured Convertible Note and Secured Convertible Note Warrants. The registration statement was declared effective by the SEC on July 20, 2020.

In addition, although the Securities Purchase Agreement, the Unsecured Convertible Notes, the Securities Restructuring Agreement and the Secured Convertible Note restrict the Company’s ability to issue additional equity and equity-linked securities, the Company still has the ability to issue a significant number of additional common shares, including pursuant to existing agreements and in connection with employee and director compensation. In addition, we have received waivers under the foregoing agreements to offer and sell common shares, including under the ATM Program, in certain circumstances. Any further issuances, or the perception of further issuances, of the Company’s common shares or securities convertible or exercisable for the Company’s common shares may cause the Company’s share price to decline.

THE SECURITIES PURCHASE AGREEMENT FOR THE UNSECURED CONVERTIBLE NOTES AND THE UNSECURED CONVERTIBLE NOTEs WARRANTS (AS WELL AS SUCH SECURITIES THEMSELVES), THE SECURITIES RESTRUCTURING AGREEMENT FOR THE SECURED CONVERTIBLE NOTE AND THE SECURED CONVERTIBLE NOTE WARRANTS (AS WELL AS SUCH SECURITIES THEMSELVES) AND THE SERIES A WARRANTS CONTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS THAT IF BREACHED COULD REQUIRE US TO MAKE CASH PAYMENTS, FURTHER ADJUST THE CONVERSION PRICE OR EXERCISE PRICE, AS APPLICABLE, OR REQUIRE US TO REDEEM CERTAIN OF SUCH SECURITIES IN CASH. AS A RESULT, THE COMPANY MAY BE FORCED TO REDUCE OR CEASE THE COMPANY’S OPERATIONS. IN ADDITION, THE COMPANY’S BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS, AND THE RIGHTS OF THE COMPANY’S SHAREHOLDERS, COULD BE MATERIALLY HARMED.

The Securities Purchase Agreement, the Unsecured Convertible Notes Registration Rights Agreement, the Securities Restructuring Agreement (as well as the Unsecured Convertible Notes, the Unsecured Convertible Notes Warrants, the Secured Convertible Note and the Secured Convertible Note Warrants themselves) and the Series A Warrants contain representations, warranties and covenants that if breached provide the holders with certain rights, including the right to receive cash payments, the ability to charge interest, the ability to adjust the conversion price or exercise price, as applicable, and/or the ability to require us to redeem the Unsecured Convertible Notes and the Secured Convertible Note at a premium. In the event of a Fundamental Transaction or Change of Control (each as defined in the Unsecured Convertible Notes, Unsecured Convertible Notes Warrants, the Secured Convertible Note, the Secured Convertible Note Warrants and the Series A Warrants, as applicable), the holders of the applicable security may have the ability to redeem their security for cash at a premium.

In addition, if certain events of default were to occur, the Unsecured Convertible Notes would automatically become immediately due and payable in cash in an amount equal to all outstanding principal, accrued and unpaid interest and unpaid late charges thereon multiplied by an applicable redemption premium, and the Secured Convertible Note would automatically become immediately due and payable in cash in an amount equal to all outstanding principal and interest multiplied by the applicable redemption premium, in addition to any and all other amounts due thereunder. The Company’s cash pay obligations to the holders of the Unsecured Convertible Notes upon such an event of default would


	31

be subordinated to the Company’s obligations under the Syndicated Credit Agreement and the Secured Convertible Note; however, such cash pay obligations would be senior to any claims of the Company’s common shareholders. The exercise of any of the foregoing rights may be forced to reduce or cease the Company’s operations. In addition, the Company’s business, financial condition and results of operations, and the rights of shareholders, could be materially harmed.

The Company may not have the funds available to make one or more of such cash payments when due. Even if the Company does have funds so available, the use of cash to make such payments could adversely affect the Company’s ability to fund operations. Furthermore, the Unsecured Convertible Notes require the Company to make cash payments in the event that such notes are converted at a conversion price that is less than a specified floor price based on the trading price of the Company’s common shares. As a result of the decline in the price of the Company’s common shares, the Company has had to make cash payments upon conversion of the Unsecured Convertible Notes and may have to do so in the future.

THE AGREEMENTS GOVERNING THE COMPANY’S INDEBTEDNESS, INCLUDING THE SECURITIES PURCHASE AGREEMENT, THE SECURITIES RESTRUCTURING AGREEMENT, THE SYNDICATED CREDIT AGREEMENT, THE UNSECURED CONVERTIBLE NOTES AND THE SECURED CONVERTIBLE NOTE, CONTAIN COVENANTS THAT REDUCE THE COMPANY’S FINANCIAL FLEXIBILITY AND COULD IMPEDE THE COMPANY’S ABILITY TO OPERATE.

The agreements governing the Company’s indebtedness, including the Securities Purchase Agreement and the Unsecured Convertible Notes, the Syndicated Credit Agreement, the Securities Restructuring Agreement and the Secured Convertible Note, each impose significant operating and financial restrictions on us. These restrictions will limit the Company’s and the Company’s subsidiaries’ ability to, among other things:

•

incur or guarantee additional debt or issue disqualified stock or preferred stock;

•

pay dividends and make other distributions on, or redeem or repurchase, capital stock;

•

make certain investments;

•

incur certain liens;

•

enter into transactions with affiliates;

•

merge or consolidate; and

•

transfer or sell assets.

In addition, such agreements subject us and the Company’s subsidiaries to covenants, representations and warranties, and beginning on December 31, 2020, the Syndicated Credit Agreement will subject us to various financial and other maintenance covenants. See “Liquidity and Capital Resources—Debt—Syndicated Credit Agreement”.

As a result of these restrictions, the Company will be limited as to how it conducts its business and it may be unable to raise additional debt or equity financing to fund its operations, compete effectively or to take advantage of new business opportunities. For example, the Unsecured Convertible Notes, the Unsecured Convertible Notes Warrants, the Secured Convertible Note, the Secured Convertible Note Warrants and the Series A Warrants prohibit us from engaging in Fundamental Transactions (as defined in such instruments), including specified transactions related to Change of Control (as defined in such instruments), unless the successor entity assumes all of the Company’s obligations under such instruments under a written agreement in form and substance satisfactory to, and approved by, the holders of the applicable instrument. These restrictions could impede a merger, amalgamation, takeover or other business combination involving us or discourage a potential acquiror from making a tender offer for the Company’s common shares, which, under certain circumstances, could reduce the market price of the Company’s common shares. Furthermore, some of these instruments contain “clear market” and other similar provisions that prohibit us from issuing common shares or other securities. As a result, we may be prohibited from raising additional capital. The terms of any future indebtedness the Company may incur could include more restrictive covenants. The Company cannot assure you that it will be able to maintain compliance with these covenants in the future and, if it fails to do so, that it will be able to obtain waivers from the lenders and/or amend the covenants. Based on the Company’s most recent financial projections, management is forecasting that the Company will be in violation of the Syndicated Credit Agreement senior funded debt to EBITDA covenant at December 31, 2020. Although, the Company has recently obtained waivers from its lenders with respect to technical breaches of certain non-financial covenants as of September 30, 2020; however and has received waivers or suspensions of covenant breaches in the past, there is no guarantee that the Company will be able to obtain similar waivers or suspensions in the future.

The Company’s failure to comply with the restrictive covenants described above as well as the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in the


	32

Company’s being required to repay these borrowings before their due date and may result in the acceleration of any other debt that is subject to an applicable cross-acceleration or cross-default provision.

Furthermore, if the Company were unable to repay the amounts due and payable under the Syndicated Credit Agreement or the Secured Convertible Note, those lenders or investors, as applicable, could proceed against the collateral securing such indebtedness. In the event the Company’s lenders or holders of the Unsecured Convertible Notes and/or the Secured Convertible Note accelerate the repayment of the Company’s borrowings, the Company may not have sufficient assets to repay that indebtedness or if it is forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, the Company’s results of operations and financial condition could be adversely affected.

Further information regarding the risk factors which may affect the Company is contained in section “Risk Factors” hereof and in section “Item 3D – Risk Factors” of the Annual Report.

DISCLOSURE CONTROLS AND PROCEDURES

The Company has designed disclosure controls and procedures to provide reasonable assurance that: (i) material information relating to the Company is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company 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 period specified in securities legislation. During the year ended December 31, 2019 of the Company, the appropriate officers evaluated, or caused to be evaluated under their supervision, the effectiveness of the Company’s disclosure controls and procedures and concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2019, as described below.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Company has designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. During the year ended December 31, 2019 of the Company, the appropriate officers evaluated, or caused to be evaluated under their supervision, the effectiveness of the Company’s internal controls over financial reporting and concluded that the Company’s internal controls over financial reporting were not effective due to the weaknesses in internal controls over financial reporting as at December 31, 2019, as described below.

Background

In connection with the audit of the Company’s consolidated financial statements for the fiscal period ended December 31, 2018, management concluded that there were three material weaknesses in the Company’s internal controls over financial reporting. A material weakness is a significant deficiency, or a combination of significant deficiencies, in internal control over financial reporting such that it is reasonably possible that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified include limited number of finance personnel with appropriate experience and knowledge to address complex accounting matters, lack of management review over the valuation model used for biological assets and financing obligations and lack of segregation of duties due to limited number of employees in the finance department. Similar material weaknesses were identified at Bridge Farm.

December 31, 2019 update

During the year end December 31, 2019, the Company implemented a remediation plan including measures necessary to address the underlying causes of these material weaknesses. As at December 31, 2019, the material weaknesses related to the limited number of finance personnel with appropriate experience and knowledge to address complex accounting matters and lack of management review over the valuation model used for biological assets and financing obligations were remediated through the addition of numerous professionally designated accountants to bring additional knowledge and expertise relating to complex accounting matters. These professionally designated accountants are directly involved


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in the preparation and review of these complex accounting matters. The Company has also engaged external third-party advisors when complex accounting matters arose to ensure treatment of those matters was appropriate. The Company will continue to seek external third-party advice when complex accounting matters arise in the future.

The material weakness associated with a lack of segregation of duties due to limited number of employees in the finance department was not fully remediated in 2019. While the limited number of employees in the finance department has been remediated with the addition of staff, the specific component of the prior year material weakness related to segregation of duties has not yet been remediated and therefore remained as a material weakness as at December 31, 2019.

2020 Remediation plan

The Company’s remediation plan is ongoing and involves the engagement of external third-party advisors to assist management in evaluating the design and operating effectiveness of internal controls over financial reporting, including identification of business process improvement areas and documenting the future state of significant business processes.

The Company expects the remediation of the remaining material weakness to be complete by December 31, 2020. Remediation may take longer than the Company expects, and its efforts may not prove to be successful in remediating this material weakness. The Company may also identify additional material weaknesses in its internal control over financial reporting in the future. It should be noted that a control system, including the Company’s disclosure and internal controls and procedures, no matter how well conceived, can provide only reasonable, but not absolute assurance that the objectives of the control system will be met and it should not be expected that the disclosure and internal controls and procedures will prevent all errors or fraud.

ABBREVIATIONS

The following provides a summary of common abbreviations used in this document:


Financial and Business Environment		Measurement
$ or C$	Canadian dollars	G or GM	Gram
IFRS	International Financial Reporting Standards	sq ft	Square feet
MD&A	Management’s Discussion and Analysis
U.K.	United Kingdom
U.S.	United States
US$	United States dollars
£	Great Britain Pounds
CBD	Cannabidiol
THC	Tetrahydrocannabinol

ADVISORY

Forward-Looking Information

This document may contain forward-looking information concerning the Company’s business, operations and financial performance and condition, as well as its plans, objectives and expectations for its business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim”, “anticipate”, “assume”, “believe”, “contemplate”, “continue”, “could”, “due”, “estimate”, “expect”, “goal”, “intend”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”, “pioneer”, “seek”, “should”, “target”, “will”, “would”, and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable technology.

These forward-looking statements are based on current expectations, estimates, forecasts and projections about the Company’s business and the industry in which it operates and management’s beliefs and assumptions, and are not


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guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond its control. As a result, any or all of the forward-looking information in this document may turn out to be inaccurate. Factors that may case actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” herein and “Item 3D—Risk Factors” section of the Annual Report. Except as required by law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

This document contains estimates, projections and other information concerning the Company’s industry, business and the markets for its products. Information that is based on estimates, forecasts, projections, market research of similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, the Company obtained this industry, business, market and other data from its own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources.

In addition, assumptions and estimates of the Company’s and industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section “Risk Factors” herein and in “Item 3D—Risk Factors” section of the Annual Report. These and other factors could cause the Company’s future performance to differ materially from the Company’s assumptions and estimates.

Further information regarding the assumptions and risks inherent in the making of forward-looking statements can be found in the Company’s most recently filed Annual Report on Form 20-F, along with the Company’s other public disclosure documents. Copies of the Annual Report and other public disclosure documents are available through the SEDAR website which is available at www.sedar.com

Non-IFRS Measures

Certain financial measures in this MD&A do not have a standardized meaning as prescribed by IFRS including adjusted EBITDA, cash costs to produce and gross margin before fair value adjustments. As such, these measures are considered non-IFRS financial measures. These terms are not defined by IFRS and, therefore, may not be comparable to similar measures provided by other companies. These non-IFRS financial measures should not be considered in isolation or as an alternative for measures of performance prepared in accordance with IFRS. These measures are presented and described in order to provide shareholders and potential investors with additional measures in understanding the Company’s operating results in the same manner as the management team. The definition and reconciliation of each non-IFRS measure is presented in the “NON-IFRS MEASURES” section of this MD&A.

ADDITIONAL INFORMATION

Additional information relating to the Company can be viewed at www.sedar.com or on the Company’s website at www.sndlgroup.com. The information on or accessible through our website is not part of and is not incorporated by reference into this MD&A, and the inclusion of our website address in this MD&A is only for reference.


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EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Zachary George, Chief Executive Officer of Sundial Growers Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Sundial Growers Inc. (the “issuer”) for the interim period ended September 30, 2020.

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.

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.

Responsibility: The issuer’s other certifying officer 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 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 and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”.

5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)

a description of the material weakness;

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)

the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3	Limitation on scope of design: N/A

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, 2020 and ended on September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 11, 2020

/s/ Zachary George

_______________________

Zachary George

Chief Executive Officer

EXHIBIT 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, James Keough, Chief Financial Officer of Sundial Growers Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Sundial Growers Inc. (the “issuer”) for the interim period ended September 30, 2020.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer 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)

(b)

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

5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)

a description of the material weakness;

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)

the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3	Limitation on scope of design: N/A

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, 2020 and ended on September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 11, 2020

/s/ James Keough

_______________________

James Keough

Chief Financial Officer