AURORA CANNABIS INC
For the period ended Mar 31, 2024. Filed Jun 20, 2024.
View on SEC.govAbout this filing
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 Jun 20, 2024
Use the contents to explore the available documents and sections.
Contents
EX-99.5 · (b)Commitments
(b)Commitments
The Company has various lease commitments related to various office space, production equipment, vehicles, facilities and warehouses expiring up to June 2033. The Company has certain leases with optional renewal terms that the Company may exercise at its option.
In addition to lease liability commitments disclosed in Note 29(b) and loans and borrowing repayments in Note 16, the Company has $3.2 million in future capital commitments and purchase commitments payments, which are due over the next 12 months.
Note 26 Revenue
Accounting PolicyThe Company generates revenue primarily from the sale of cannabis, cannabis related products, plant propagation and provision of services. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized: 1. Identify the contract with a customer;2. Identify the performance obligation(s) in the contract;3. Determine the transaction price;4. Allocate the transaction price to the performance obligation(s) in the contract; and5. Recognize revenue when or as the Company satisfies the performance obligation(s).Revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment. Payment for wholesale transactions is due within a specified time period as permitted by the underlying agreement and the Company’s credit policy upon the transfer of goods to the customer. The Company generally satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled. Revenue from plant propagation is recognized at a point in time when control of the goods is transferred to the customer, at an amount which reflects the consideration to which the Company expects to be entitled to in exchange for those goods. The Company goods consist of propagation seedlings and bedding plants. The sale is completed upon delivery as the Company bears the responsibility of transportation and related costs. For bill-and-hold arrangements, revenue is recognized before delivery but only upon transfer of control of the good to the customer. Control is transferred to the customer when the substance of the bill-and-hold arrangement is substantive, the Company cannot sell the goods to another customer, the goods can be identified separately and are ready for physical transfer to the customer.Service revenues, including patient referral services, are recognized over a period of time as performance obligations are completed. Payment of the transaction price for patient counselling is typically due prior to the services being rendered and therefore, the transaction price is recognized as a contract liability, or deferred revenue, when payment is received. Contract liabilities are subsequently recognized into revenue as or when the Company fulfills its performance obligation.Effective October 17, 2018, Canada Revenue Agency (“CRA”) began levying an excise tax on the sale of medical and consumer cannabis products. The Company becomes liable for these excise duties when cannabis products are delivered to the customer. The excise taxes payable is the higher of (i) a flat-rate duty which is imposed when a cannabis product is packaged, and (ii) an advalorem duty that is imposed when a cannabis product is delivered to the customer. Effective May 1, 2019, excise tax calculated on edible cannabis products, cannabis extracts and cannabis topicals will prospectively be calculated as a flat rate based on the quantity of total tetrahydrocannabinol (THC) contained in the final product. There were no changes in the legislation in calculating excise taxes for fresh cannabis, dried cannabis, seeds and plants. Where the excise tax has been billed to customers, the Company has reflected the excise tax as part of revenue in accordance with IFRS 15. Net revenue from sale of goods, as presented on the consolidated statements of comprehensive (loss) income, represents revenue from the sale of goods less applicable excise taxes. Given that the excise tax payable/paid to CRA cannot be reclaimed and is not always billed to customers, the Company recognizes that the excise tax is an operating cost that affects gross margin to the extent that it is not recovered from its customers.For certain sale of goods in which the Company earns a manufacturing fee, the Company records net revenue as an agent on the basis that the Company does not control pricing or bear inventory or credit risk.
The Company generates revenue from the transfer of goods and services over time and at a point-in-time from the revenue streams below. Net revenue from sale of goods is reflected net of actual returns and estimated variable consideration for future returns and price adjustments of $1.6 million for the year ended March 31, 2024 (nine months ended March 31, 2023 – $3.0 million). The estimated variable consideration is based on historical experience and management’s expectation of future returns and price adjustments. As of March 31, 2024, the net return liability for the estimated variable consideration was $1.2 million (March 31, 2023 – $1.6 million) and is included in deferred revenue on the consolidated statements of financial position.
| Year ended March 31, 2024 | Consumer | Medical | Other Cannabis(1) | Plant Propagation | Total |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Canada | 46,958 | 103,068 | 2,403 | 12,792 | 165,221 |
| Australia | — | 31,679 | — | — | 31,679 |
| Europe | — | 40,767 | — | — | 40,767 |
| U.S. | — | — | — | 31,967 | 31,967 |
| Other | — | 647 | — | — | 647 |
| Total net revenue | 46,958 | 176,161 | 2,403 | 44,759 | 270,281 |
| Nine months ended March 31, 2023 | Consumer | Medical | Other Cannabis(1) | Plant Propagation | Total |
| $ | $ | $ | $ | $ | |
| Canada | 42,850 | 72,117 | 2,371 | 10,849 | 128,187 |
| Australia | — | 9,831 | — | — | 9,831 |
| Europe | — | 24,171 | — | — | 24,171 |
| U.S. | — | — | — | 9,833 | 9,833 |
| Other | — | 1,666 | — | — | 1,666 |
| Total net revenue | 42,850 | 107,785 | 2,371 | 20,682 | 173,688 |
(1) Includes core and non-core wholesale bulk cannabis.
Note 27 Segmented Information
Accounting PolicyOperating segments are components of the Company that engage in business activities which generate revenues and incur expenses (including intercompany revenues and expenses related to transactions conducted with other components of the Company). The operations of an operating segment are distinct and the operating results are regularly reviewed by the chief operating decision maker (“CODM”) for the purposes of resource allocation decisions and assessing its performance. Reportable segments are Operating segments whose revenues or profit/loss or total assets exceed ten percent or more of those of the combined entity.Key measures used by the CODM to assess performance and make resource allocation decisions include revenues, gross profit and net (loss) income. The Company’s operating results are divided into three reportable segments plus corporate. The three reportable segments are (i) Canadian Cannabis; (ii) EU Cannabis and (iii) Plant Propagation
During the year ended March 31, 2023, the Company hadthree reportable operating segments: (i) Canadian Cannabis, (ii) EU Cannabis and (iii) Plant Propagation. During the year ended March 31, 2024, the Company changed its internal management reporting which resulted in a change in the composition of the operating segments. With the closure of Nordic, most of the European market is fulfilled from Canadian sourced cannabis, which impacts how resources are allocated. Additionally, Canada, Europe and other export markets are being managed centrally. Accordingly, Management has identifiedtwo reportable operating segments, Cannabis and Plant Propagation. The comparative periods have been restated to conform with the change in segment composition, consolidating the former Canadian and EU Cannabis operating segments.
| Operating Segments | Cannabis | Plant Propagation | Corporate (1) | Total |
|---|---|---|---|---|
| $ · $ · $ | ||||
| Net revenue | 225,522 | 44,759 | — | 270,281 |
| Gross profit (loss) before fair value adjustments | 74,340 | 3,261 | 12 | 77,613 |
| Gross profit | 126,353 | 5,095 | 12 | 131,460 |
| Selling, general, and administrative expense | 127,155 | 3,304 | 13,700 | 144,159 |
| Loss before taxes | (30,401) | (1,210) | (27,988) | (59,599) |
| Net revenue | 153,008 | 20,680 | — | 173,688 |
| Gross profit (loss) before fair value adjustments | 25,505 | 1,343 | — | 26,848 |
| Gross profit | 5,004 | 2,650 | — | 7,654 |
| Selling, general and administrative expense | 103,973 | 1,783 | 14,344 | 120,100 |
| Loss before taxes | (156,249) | (2,918) | (39,245) | (198,412) |
(1)Net (loss) income under the Corporate allocation includes fair value gains and losses from investments in marketable securities, derivatives and investment in associates. Corporate and administrative expenditures such as regulatory fees, share-based compensation and financing expenditures relating to debt issuances are also included under Corporate.
| Geographical Segments | Canada | EU | Australia | Uruguay | Total |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Non-current assets | |||||
| March 31, 2024 | 308,816 | 29,368 | 38,197 | 14,001 | 390,382 |
| March 31, 2023 | 360,254 | 41,866 | — | 15,030 | 417,150 |
During the year ended March 31, 2024 and nine months ended March 31, 2023, no customer contributed 10 per cent or more to the Company’s net revenue.
Note 28 Fair Value of Financial Instruments
| Accounting PolicyFair Value HierarchyFinancial instruments recorded at fair value are classified using a hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels of hierarchy are:Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; andLevel 3 - Inputs for the asset or liability that are not based on observable market data.The individual fair values attributed to the different components of a financing transaction, notably marketable securities, derivative financial instruments, convertible debentures and loans, are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and derive estimates. Significant judgment is also used when attributing fair values to each component of a transaction upon initial recognition, measuring fair values for certain instruments on a recurring basis and disclosing the fair values of financial instruments subsequently carried at amortized cost. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of instruments that are not quoted or observable in an active market.Financial instruments are measured either at fair value or at amortized cost. The table below lists the valuation methods used to determine fair value of each financial instrument. | |
| Fair Value Method | |
| Financial Instruments Measured at Fair Value | |
| Marketable securities | Closing market price of common shares as of the measurement date (Level 1) |
| Derivatives | Closing market price (Level 1) or Black-Scholes, Binomial, Monte-Carlo & FINCAD valuation model (Level 2 or 3) |
| Contingent consideration payable | Discounted cash flow model (Level 3) |
| Other long term liability | Discounted cash flow model (level 3) |
| Derivative liability | Closing market price of warrants (Level 1) or Kynex valuation model (Level 2) |
| Financial Instruments Measured at Amortized Cost | |
| Cash and cash equivalents, restricted cash, accounts receivable, loans receivable | Carrying amount (approximates fair value due to short-term nature) |
| Accounts payable and accrued liabilities, other current and long-term liabilities | Carrying amount (approximates fair value due to short-term nature) |
| Lease receivable, convertible debentures, loans and borrowings, and lease liabilities. | Carrying value discounted at the effective interest rate approximates fair value |
The following is a continuity schedule of contingent consideration payable:
| Thrive · Bevo · Total | |||||
|---|---|---|---|---|---|
| $ · $ · $ | |||||
| Balance, June 30, 2022 | 14,371 | — | 14,371 | ||
| Additions | 451 | 2,902 | 3,353 | ||
| Unrealized loss from changes in fair value | (4,882) | (355) | (5,237) | ||
| Payments | — | — | |||
| Balance, March 31, 2023 | 9,940 | 2,547 | 12,487 | ||
| Additions | 275 | — | 275 | ||
| Unrealized gain from changes in fair value | (10,215) | — | (10,215) | ||
| Realized gain from changes in fair value | — | 459 | 459 | ||
| Payments | — | (3,006) | (3,006) | ||
| Balance, March 31, 2024 | — | — | — | ||
The Company’s contingent consideration payable is measured at fair value based on unobservable inputs and is considered a Level 3 financial instrument. The determination of the fair value of these liabilities is primarily driven by the Company’s expectations of the respective subsidiaries achieving certain milestones. The expected milestones were assigned probabilities and the expected related cash flows were discounted to derive the fair value of the contingent consideration. If the probabilities of achieving the milestones decreased by 10%, the estimated fair value of the contingent consideration would decrease bynil (March 31, 2023 – $1.0 million). If the discount rates increased or decreased by 5%, the estimated fair value of contingent consideration would increase or decrease bynil (March 31, 2023 – $0.7 million).
The carrying values of the financial instruments at March 31, 2024 are summarized in the following table:
| Amortized cost | FVTPL | Total | |
|---|---|---|---|
| $ | $ | $ | |
| Financial Assets | |||
| Cash and cash equivalents | 113,439 | — | 113,439 |
| Restricted cash | 65,782 | — | 65,782 |
| Accounts receivable, excluding sales taxes and lease receivable | 41,440 | — | 41,440 |
| Marketable securities | — | 4,036 | 4,036 |
| Derivative assets | — | 760 | 760 |
| Loans receivable | — | — | — |
| Lease receivable | 8,803 | — | 8,803 |
| Financial Liabilities | |||
| Accounts payable and accrued liabilities | 58,563 | — | 58,563 |
| Lease liabilities | 47,532 | — | 47,532 |
| Derivative liabilities | — | 2,309 | 2,309 |
| Loans and borrowings | 57,259 | — | 57,259 |
The following is a summary of financial instruments measured at fair value segregated based on the various levels of inputs:
| Notes | Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|---|
| $ · $ · $ · $ | |||||
| Marketable securities | 7 | 4,036 | — | — | 4,036 |
| Derivative assets | — | 760 | — | 760 | |
| Other long term liability | 591 | — | 45,519 | 46,110 | |
| Derivative liabilities | 18(c), 19(e) | 1,698 | 611 | — | 2,309 |
| Derivative assets | — | 7,114 | 135 | 7,249 | |
| Contingent consideration payable(1) | — | — | 12,487 | 12,487 | |
| Other long term liability | 409 | — | 47,638 | 48,047 | |
| Derivative liabilities | 18(c), 19(e) | 9,634 | — | — | 9,634 |
(1) The Company’s contingent consideration payable is measured at fair value based on unobservable inputs and is considered a Level 3 financial instrument. The determination of the fair value of these liabilities is primarily driven by the Company’s expectations of the respective subsidiaries achieving certain milestones. The expected milestones were assigned probabilities and the expected related cash flows were discounted to derive the fair value of the contingent consideration.
During the year ended March 31, 2024, certain marketable securities were reclassified from Level 2 to Level 1 hierarchy (Note 6(b)).
Other long term liability includes the put option arising from the acquisition of Bevo (Note 12). The put option is valued at using a Monte Carlo simulation. The determination relies on forecasted information, of which the significant assumptions used within the model are revenue, cost of sales and operating expenses. As at March 31, 2024, the present value of the amount payable on exercise of the put option was $45.5 million which is recorded in other long term liability in the consolidated statements of financial position. The change of $0.2 million is recorded in deficit in the consolidated statements of financial position.
Note 29 Financial Instruments Risk
The Company is exposed to a variety of financial instrument related risks. The Board mitigates these risks by assessing, monitoring and approving the Company’s risk management processes.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.