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AURORA CANNABIS INC

For the period ended Mar 31, 2024. Filed Jun 20, 2024.

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About 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

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ACB$5.24+1.0%Stored close · as of Nov 6, 2026
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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, 2024ConsumerMedicalOther Cannabis(1)Plant PropagationTotal
$$$$$
Canada46,958103,0682,40312,792165,221
Australia—31,679——31,679
Europe—40,767——40,767
U.S.———31,96731,967
Other—647——647
Total net revenue46,958176,1612,40344,759270,281
Nine months ended March 31, 2023ConsumerMedicalOther Cannabis(1)Plant PropagationTotal
$$$$$
Canada42,85072,1172,37110,849128,187
Australia—9,831——9,831
Europe—24,171——24,171
U.S.———9,8339,833
Other—1,666——1,666
Total net revenue42,850107,7852,37120,682173,688

(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 SegmentsCannabisPlant PropagationCorporate (1)Total
$ · $ · $
Net revenue225,52244,759—270,281
Gross profit (loss) before fair value adjustments74,3403,2611277,613
Gross profit126,3535,09512131,460
Selling, general, and administrative expense127,1553,30413,700144,159
Loss before taxes(30,401)(1,210)(27,988)(59,599)
Net revenue153,00820,680—173,688
Gross profit (loss) before fair value adjustments25,5051,343—26,848
Gross profit5,0042,650—7,654
Selling, general and administrative expense103,9731,78314,344120,100
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 SegmentsCanadaEUAustraliaUruguayTotal
$$$$$
Non-current assets
March 31, 2024308,81629,36838,19714,001390,382
March 31, 2023360,25441,866—15,030417,150

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 securitiesClosing market price of common shares as of the measurement date (Level 1)
DerivativesClosing market price (Level 1) or Black-Scholes, Binomial, Monte-Carlo & FINCAD valuation model (Level 2 or 3)
Contingent consideration payableDiscounted cash flow model (Level 3)
Other long term liabilityDiscounted cash flow model (level 3)
Derivative liabilityClosing 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 receivableCarrying amount (approximates fair value due to short-term nature)
Accounts payable and accrued liabilities, other current and long-term liabilitiesCarrying 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, 202214,371—14,371
Additions4512,9023,353
Unrealized loss from changes in fair value(4,882)(355)(5,237)
Payments——
Balance, March 31, 20239,9402,54712,487
Additions275—275
Unrealized gain from changes in fair value(10,215)—(10,215)
Realized gain from changes in fair value—459459
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 costFVTPLTotal
$$$
Financial Assets
Cash and cash equivalents113,439—113,439
Restricted cash65,782—65,782
Accounts receivable, excluding sales taxes and lease receivable41,440—41,440
Marketable securities—4,0364,036
Derivative assets—760760
Loans receivable———
Lease receivable8,803—8,803
Financial Liabilities
Accounts payable and accrued liabilities58,563—58,563
Lease liabilities47,532—47,532
Derivative liabilities—2,3092,309
Loans and borrowings57,259—57,259

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

NotesLevel 1Level 2Level 3Total
$ · $ · $ · $
Marketable securities74,036——4,036
Derivative assets—760—760
Other long term liability591—45,51946,110
Derivative liabilities18(c), 19(e)1,698611—2,309
Derivative assets—7,1141357,249
Contingent consideration payable(1)——12,48712,487
Other long term liability409—47,63848,047
Derivative liabilities18(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.

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