SNDL Inc.
For the period ended Dec 31, 2024. Filed Mar 18, 2025.
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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.
FY2024 · Filed Mar 18, 2025
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EX-99.2 · LIGHTBOX
LIGHTBOX
On March 28, 2023, the Company announced that it had entered into an agreement with Lightbox Enterprises Ltd. (“Lightbox”) pursuant to which, in connection with Lightbox’s proceedings under the Companies’ Creditors Arrangement Act (Canada), the Company (or its designee) would acquire the assets comprising four cannabis retail stores operating under the Dutch Love cannabis retail banner (the “Lightbox Transaction”). The Lightbox Transaction consideration was comprised of (i) approximately $2.0 million in cash, (ii) the cancellation of $3.0 million in debt owing by Lightbox to the Company, and (iii) the issuance of 1.1 million SNDL common shares valued at approximately $3.7 million.
On April 1, 2024, the Company announced that it had agreed to assign its rights to own or operate the four cannabis retail stores to Nova. On May 8, 2024, the Company completed the Lightbox Transaction and the assignment of its rights to own or operate the four cannabis retail stores to Nova.
The Company has engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed and related deferred income tax impacts.
| Provisional | Adjustments | Final | |
|---|---|---|---|
| Cash | 1,654 | 324 | 1,978 |
| Issuance of common shares | 3,693 | — | 3,693 |
| Extinguishment of convertible debenture | 3,000 | — | 3,000 |
| 8,347 | 324 | 8,671 |
| Provisional | Adjustments | Final | |
|---|---|---|---|
| Inventory | 154 | — | 154 |
| Prepaid expenses and deposits | — | 120 | 120 |
| Right of use assets | 2,828 | (111) | 2,717 |
| Property, plant and equipment | 964 | 73 | 1,037 |
| Intangible assets | 1,959 | 546 | 2,505 |
| Lease liabilities | (2,828) | — | (2,828) |
| Total identifiable net assets acquired | 3,077 | 628 | 3,705 |
| Goodwill | 5,270 | (304) | 4,966 |
| 8,347 | 324 | 8,671 |
Goodwill is mainly attributable to the expansion of the store network and the Value Buds brand growth in British Columbia.
The consolidated financial statements incorporate the operations of Lightbox commencing May 9, 2024. During the period May 9, 2024 to December 31, 2024 the Company recorded revenues of $6.8 million and net earnings of $0.1 million from the Lightbox operations. Had the Lightbox Transaction closed on January 1, 2024, management estimates that for the period January 1, 2024, to May 8, 2024, revenue would have increased by $3.1 million and net earnings would have increased by $0.2 million. In determining these amounts, management assumes the fair values on the date of acquisition would have been the same as if the acquisition had occurred on January 1, 2024.
The Company incurred costs related to the Lightbox Transaction of $0.7 million which have been included in transaction costs.
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