EX-99.2 3 sndl-ex99_2.htm EX-99.2 EX-99.2

EXHIBIT 99.2

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SNDL Inc.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025

 

 

 

 


 

Management’s Discussion and Analysis

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and performance of SNDL Inc. (“SNDL” or the “Company”) for the three and six months ended June 30, 2025 is dated July 30, 2025. 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 six months ended June 30, 2025 (the “Interim Financial Statements”) and the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 (the “Audited Financial Statements”) and the risks identified in the Company’s Annual Information Form for the year ended December 31, 2024 (the “AIF”) and elsewhere in this MD&A. This MD&A has been prepared in accordance with National Instrument 51-102 - Continuous Disclosure Obligations and is presented in thousands of Canadian dollars, except where otherwise indicated.

MD&A – Table of Contents

COMPANY OVERVIEW

1

RECENT DEVELOPMENTS

2

Other developments

2

FINANCIAL HIGHLIGHTS

3

CONSOLIDATED RESULTS

4

OPERATING SEGMENTS

6

LIQUOR RETAIL SEGMENT RESULTS

8

CANNABIS RETAIL SEGMENT RESULTS

9

CANNABIS OPERATIONS SEGMENT RESULTS

10

INVESTMENTS SEGMENT RESULTS

11

SELECTED QUARTERLY INFORMATION

11

LIQUIDITY AND CAPITAL RESOURCES

12

CONTRACTUAL COMMITMENTS AND CONTINGENCIES

15

NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES

15

RELATED PARTIES

17

OFF BALANCE SHEET ARRANGEMENTS

17

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

17

NEW ACCOUNTING PRONOUNCEMENTS

18

RISK FACTORS

18

DISCLOSURE CONTROLS AND PROCEDURES

18

INTERNAL CONTROL OVER FINANCIAL REPORTING

18

REMEDIATION

19

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

19

ABBREVIATIONS

19

FORWARD-LOOKING INFORMATION

19

ADDITIONAL INFORMATION

21

 

 


 

COMPANY OVERVIEW

SNDL operates under four reportable segments:

Liquor retail sales of wines, beers and spirits;
Cannabis retail sales of cannabis products and accessories through corporate-owned and franchised cannabis retail operations;
Cannabis operations as a licensed producer that grows cannabis using indoor facilities and manufactures cannabis products, providing proprietary cannabis processing services; and
Investments targeting the cannabis industry.

The principal activities of the Company are (i) the retailing of wines, beers and spirits under the Wine and Beyond, Ace Liquor and Liquor Depot retail banners; (ii) the operation and support of corporate-owned and franchised retail cannabis stores in certain Canadian jurisdictions where the private sale of adult-use cannabis is permitted, under the Value Buds and Spiritleaf retail banners; (iii) the manufacturing of cannabis products providing proprietary cannabis processing services, the production, distribution and sale of cannabis in Canada and for export pursuant to the Cannabis Act (Canada) (the “Cannabis Act”) through an owned and licensed cannabis brand portfolio that includes Top Leaf, Contraband, Palmetto, Bon Jak, La Plogue, Versus, Grasslands, Pearls by Grön, No Future and Bhang Chocolate; and (iv) the provision of financial services through the deployment of capital to direct and indirect investments and partnerships throughout the cannabis industry. The Cannabis Act regulates the production, distribution, and possession of cannabis for both medical and adult-use access in Canada.

The Company produces and markets cannabis products for the Canadian adult-use market and for the international medicinal market. SNDL’s operations cultivate cannabis using approximately 380,000 square feet of total space in Atholville, New Brunswick. SNDL’s extraction and manufacturing operations include approximately 74,100 square feet of total space in British Columbia and approximately 65,500 square feet of total space in Ontario.

SNDL and its subsidiaries operate solely in Canada. Through its joint venture, SunStream Bancorp Inc. (“SunStream”), the Company provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. The current investment portfolio of SunStream is comprised of secured debt, hybrid debt and derivative instruments issued by United States based cannabis businesses. The Company also makes strategic portfolio investments in debt and equity securities.

SNDL was incorporated under the Business Corporations Act (Alberta) (the “ABCA”) on August 19, 2006. The Company’s common shares are listed under the symbol “SNDL” on the Nasdaq Capital Market (the “Nasdaq”) and the Canadian Securities Exchange (the “CSE”).

SNDL is headquartered in Edmonton, Alberta, with operations in Kelowna, British Columbia, Bolton, Ontario, London, Ontario, Toronto, Ontario and Atholville, New Brunswick, and corporate-owned and franchised retail liquor and cannabis stores in five provinces across Canada.

SNDL’s overall strategy is to build sustainable, long-term shareholder value by 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. SNDL’s retail operations will continue to build a Canadian retail liquor brand and a network of retail cannabis stores across Canadian jurisdictions where the private distribution of cannabis is legal. SNDL’s investment operations seek to deploy capital through direct and indirect investments and partnerships throughout the cannabis industry.

 

1


 

RECENT DEVELOPMENTS

Rise Rewards Loyalty Program

On April 22, 2025, the Company announced the launch of its Rise Rewards loyalty program, designed to help Value Buds customers save more, earn more, and get even more from every visit. Rise Rewards is available at all Value Buds locations in Alberta, Ontario, Saskatchewan, and Manitoba. Customers can earn points with every visit and by participating in the Company’s recycling initiative, reinforcing Value Buds’ commitment to affordability, sustainability, and customer appreciation. By leveraging insights from Rise Rewards, the Company aims to optimize Value Buds’ pricing strategies and marketing efforts to provide superior customer experiences. The Company intends to expand the program across its retail banners in the future.

acquisition of cost cannabis and t cannabis locations from 1cm

On April 9, 2025, the Company announced that it had entered into an arrangement agreement (the “1CM Agreement”) with 1CM Inc. (“1CM”) pursuant to which it would acquire 32 cannabis retail stores (the “1CM Transaction”) operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan (the “1CM Stores”). The Company has also paid a deposit of $1.0 million to be held in escrow until the 1CM Transaction closes.

Under the terms of the 1CM Agreement, the Company will acquire, with the option to assign, the 1CM Stores for total consideration of $32.2 million cash, subject to certain adjustments at the closing of the 1CM Transaction (the “Closing”). The 1CM Stores are comprised of 2 stores in Alberta, 3 stores in Saskatchewan and 27 stores located in Ontario.

The 1CM Transaction is to be completed by way of an arrangement under the Business Corporations Act (Ontario). On June 16, 2025, 1CM announced the approval of the 1CM Transaction by 1CM shareholders.

On June 18, 2025, 1CM announced that the Ontario Superior Court of Justice (Commercial List) approved the plan of arrangement involving SNDL.

Closing remains subject to the satisfaction of certain customary closing conditions, including certain outstanding regulatory approvals. Subject to the satisfaction or waiver of all of the conditions to the Closing, the 1CM Transaction is expected to be completed in the third quarter of 2025.

The 1CM Transaction is expected to strengthen the Company’s financial condition as the addition of the 1CM Stores will increase the Company’s exposure to a broad consumer base in key Canadian markets. The Company’s financial performance and cash flows are projected to improve based on current 1CM store level operating results.

OTHER DEVELOPMENTS

U.S. TARIFFS

In early 2025, the U.S. administration imposed certain tariffs on imports from certain countries, including Canada, and in response, the Canadian administration imposed their own tariffs on imports from the United States. It has been reported that the U.S. and Canadian administrations are currently negotiating a new trade agreement to cover goods not subject to the Canada–United States–Mexico Agreement (CUSMA), though the scope and terms of such an agreement, if any, are unknown. Such announcements and further potential retaliatory tariffs have created uncertainty, which has permeated the economic and investment outlook, impacting current economic conditions, including such issues as the inflation rate and the global supply chain. Aside from the impact on the global economy, these tariffs may continue to have repercussions on SNDL.

In response to the new tariffs imposed by the U.S., several Canadian provinces have taken retaliatory measures by removing U.S. alcohol from store shelves and restaurant, bar and retailer fulfillment catalogues. Recently, some provinces, including Alberta, have lifted their ban on U.S. liquor imports, however, there remains a 25% retaliatory tariff in place.

SNDL is continuing to monitor the evolving situation and the impacts and potential consequences on its financial position. The Company did not experience a significant impact to its financial performance during the first half of 2025.

 

2


 

CSE LISTING

On April 11, 2025, the Company announced that its common shares had commenced trading on the CSE under the symbol “SNDL”, effective April 11, 2025. The CSE listing provides the Company additional flexibility as it continues to scale its operations and capitalize on emerging opportunities, as well as provide the Company’s shareholders with the opportunity to transact in a Canadian market, in Canadian dollars. The Company’s common shares trade on the CSE in Canadian dollars and continue to trade on the Nasdaq in U.S. dollars.

share repurchase program

On November 14, 2024, the Company announced that the board of directors of the Company (the “Board”) approved a renewal of the share repurchase program upon its expiry on November 20, 2024. The share repurchase program authorizes the Company to repurchase up to $100 million of its outstanding common shares through open market purchases at prevailing market prices. SNDL may purchase up to a maximum of approximately 13.2 million common shares under the share repurchase program, representing approximately 5% of the issued and outstanding common shares as at the date of announcement, and will expire on November 20, 2025. The share repurchase program does not require the Company to purchase any minimum number of common shares and repurchases may be suspended or terminated at any time at the Company’s discretion. The actual number of common shares which may be purchased pursuant to the share repurchase program and the timing of any purchases will be determined by SNDL’s management and the Board. All common shares purchased pursuant to the share repurchase program will be returned to treasury for cancellation.

On April 30, 2025, the Board approved an amendment to the Company’s share repurchase program to increase the maximum number of common shares that the Company may repurchase up to 10% of the public float of the Company.

No common shares were repurchased during the three months ended June 30, 2025. For the six months ended June 30, 2025, the Company purchased and cancelled 5.8 million common shares at a weighted average price, excluding commissions, of $2.57 (US$1.79) per common share for a total cost of $15.0 million including commissions.

Refer to “Liquidity and Capital Resources – Equity” below for further details regarding common shares purchased and cancelled.

FINANCIAL HIGHLIGHTS

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

 

 

 

 

 

 

 

 

 

($000s, except per share amounts)

Q2 2025

 

Q2 2024

 

Change

 

% Change

 

Financial Results

 

 

 

 

 

 

 

 

Net revenue

 

244,769

 

 

228,127

 

 

16,642

 

 

7

%

Cost of sales

 

177,168

 

 

169,963

 

 

7,205

 

 

4

%

Gross profit

 

67,601

 

 

58,164

 

 

9,437

 

 

16

%

Gross margin (1)

 

27.6

%

 

25.5

%

 

 

 

2.1

%

Operating income (loss)

 

5,003

 

 

(4,834

)

 

9,837

 

 

203

%

Adjusted operating income (loss) (2)

 

5,830

 

 

(4,613

)

 

10,443

 

 

226

%

Net earnings (loss) attributable to owners of the Company

 

2,885

 

 

(5,772

)

 

8,657

 

 

150

%

Per share, basic and diluted

 

0.01

 

 

(0.02

)

 

0.03

 

 

150

%

Change in cash and cash equivalents

 

(12,643

)

 

(6,020

)

 

(6,623

)

 

-110

%

Free cash flow (2)

 

(7,869

)

 

(5,601

)

 

(2,268

)

 

-40

%

 

 

 

 

 

 

 

 

 

Statement of Financial Position

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

208,224

 

 

182,934

 

 

25,290

 

 

14

%

Inventory

 

133,466

 

 

132,912

 

 

554

 

 

0

%

Right of use assets

 

116,759

 

 

119,473

 

 

(2,714

)

 

-2

%

Property, plant and equipment

 

154,854

 

 

132,362

 

 

22,492

 

 

17

%

Total assets

 

1,293,420

 

 

1,474,055

 

 

(180,635

)

 

-12

%

 

 

3


 

(1)
Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.
(2)
Adjusted operating income (loss) and free cash flow are specified financial measures that do not have standardized meanings prescribed by International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

CONSOLIDATED RESULTS

General and administrative

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Salaries and wages

 

 

28,706

 

 

 

29,693

 

 

 

57,136

 

 

 

59,614

 

Consulting fees

 

 

878

 

 

 

1,604

 

 

 

2,960

 

 

 

2,535

 

Office and general

 

 

12,081

 

 

 

12,173

 

 

 

24,233

 

 

 

23,162

 

Professional fees

 

 

807

 

 

 

2,040

 

 

 

2,311

 

 

 

3,542

 

Merchant processing fees

 

 

1,805

 

 

 

1,739

 

 

 

3,273

 

 

 

3,149

 

Director fees

 

 

240

 

 

 

243

 

 

 

481

 

 

 

362

 

Other

 

 

859

 

 

 

544

 

 

 

1,341

 

 

 

367

 

 

 

45,376

 

 

 

48,036

 

 

 

91,735

 

 

 

92,731

 

General and administrative expenses for the three months ended June 30, 2025 were $45.4 million compared to $48.0 million for the three months ended June 30, 2024. The decrease of $2.6 million was mainly due to decreases in salaries and wages, consulting fees and professional fees. The decrease in salaries and wages was due to the ongoing restructuring project aimed at reducing corporate overheads. The decrease in consulting fees was mainly due to the timing of various projects aimed at supporting corporate initiatives. The decrease in professional fees was mostly due to public company reporting and legal costs incurred by Nova Cannabis Inc. (“Nova”) in the prior year.

General and administrative expenses for the six months ended June 30, 2025 were $91.7 million compared to $92.7 million for the six months ended June 30, 2024. The decrease of $1.0 million was mainly due to decreases in salaries and wages and professional fees, partially offset by an increase in office and general expenses and other expenses. The decrease in salaries and wages was due to the ongoing restructuring project aimed at reducing corporate overheads. The decrease in professional fees was mostly due to public company reporting and legal costs incurred by Nova in the prior year. The increase in office and general was mainly due to the acquisition of Indiva Limited (“Indiva”) and increases in insurance, licensing and software costs. The increase in other expenses was mainly due to expected credit loss recoveries in the prior period, driven by initiatives focused on collectability as well as having more historical collection data providing better evidence for future collectability estimates.

Share-based compensation

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Equity-settled expense

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Restricted share units

 

 

3,621

 

 

 

4,310

 

 

 

6,080

 

 

 

6,751

 

Cash-settled expense

 

 

 

 

 

 

 

 

 

 

 

 

Deferred share units

 

 

(702

)

 

 

572

 

 

 

(1,773

)

 

 

2,974

 

 

 

 

2,919

 

 

 

4,883

 

 

 

4,307

 

 

 

9,726

 

Share-based compensation expense includes the expense related to the Company’s 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 Board. DSUs are accounted for as a liability instrument and measured at fair value based on the market value of the Company’s common shares at each period end. Share-based compensation also includes the

 

4


 

expense related to Nova and their granting of RSUs and DSUs during the applicable comparative period (which pre-dated the completion of the Nova acquisition on October 21, 2024).

Share-based compensation expense for the three months ended June 30, 2025 was $2.9 million compared to $4.9 million for the three months ended June 30, 2024. The decrease of $2.0 million was due to a decrease in RSU expense and DSU expense. The decrease in RSU expense was caused by the vesting of RSUs granted in prior years and a decrease in the number and value of RSUs granted in the current year. The decrease in DSU expense was caused by the change in fair value of SNDL’s DSUs and Nova DSU expense in the comparative period. Both the current and comparative periods experienced a decrease in fair value resulting from a decrease in SNDL’s share price, however, the current period decrease was more than the comparative period.

Share-based compensation expense for the six months ended June 30, 2025 was $4.3 million compared to $9.7 million for the six months ended June 30, 2024. The decrease of $5.4 million was due to a decrease in RSU expense and DSU expense. The decrease in RSU expense was caused by the vesting of RSUs granted in prior years and a decrease in the number and value of RSUs granted in the current year. The decrease in DSU expense was caused by the change in fair value of SNDL’s DSUs and Nova DSU expense in the comparative period. The six months ended June 30, 2025 had a decrease in fair value resulting from a decrease in SNDL’s share price, whereas the comparative period had an increase in fair value resulting from an increase in SNDL’s share price.

Change in estimate of fair value of derivative warrants

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Change in estimate of fair value of derivative warrants

 

 

(13

)

 

 

(1,800

)

 

 

(25

)

 

 

(500

)

Change in estimate of fair value of derivative warrants is reported within other expenses, net, as disclosed in note 19 in the Interim Financial Statements.

Change in estimate of fair value of derivative warrants for the three months ended June 30, 2025 was a recovery of $13.0 thousand compared to a recovery of $1.8 million for the three months ended June 30, 2024. The change in estimate of fair value of derivative warrants is smaller in the current period due to the expiration of common share purchase warrants that were issued in February 2021 and expired in September 2024. The recovery in the current period is due to a decrease in fair value, mainly due to a decrease in the Company’s closing share price on the Nasdaq from US$1.41 on March 31, 2025 to US$1.21 on June 30, 2025. The recovery in the prior period relates to a decrease in fair value, mainly due to a decrease in the Company’s closing share price on the Nasdaq from US$2.01 on March 31, 2024, to US$1.90 on June 30, 2024.

Change in estimate of fair value of derivative warrants for the six months ended June 30, 2025 was a recovery of $25.0 thousand compared to a recovery of $0.5 million for the six months ended June 30, 2024. The change in estimate of fair value of derivative warrants is smaller in the current period due to the expiration of common share purchase warrants that were issued in February 2021 and expired in September 2024. The recovery in the current period is due to a decrease in fair value, mainly due to a decrease in the Company’s closing share price on the Nasdaq from US$1.79 on December 31, 2024 to US$1.21 on June 30, 2025. The recovery in the prior period relates to a decrease in fair value, mainly due to the approaching expiry date of most of the derivative warrants in the third quarter of 2024.

Operating income (loss)

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating income (loss)

 

 

5,003

 

 

 

(4,834

)

 

 

(7,050

)

 

 

(9,211

)

Operating income for the three months ended June 30, 2025 was $5.0 million compared to a loss of $4.8 million for the three months ended June 30, 2024. The increase in operating income of $9.8 million was due to an increase in gross profit ($9.4 million) and decreases in general and administrative expenses ($2.6 million), share-based compensation expense ($2.0 million) and asset impairment ($2.0 million), partially offset by decreases in investment income ($1.7 million) and share of profit of equity-accounted investees ($5.0 million).

 

5


 

Operating loss for the six months ended June 30, 2025 was $7.1 million compared to $9.2 million for the six months ended June 30, 2024. The decrease in operating loss of $2.1 million was due to an increase in gross profit ($15.7 million) and decreases in general and administrative expenses ($1.0 million), depreciation and amortization expense ($1.5 million), share-based compensation expense ($5.4 million) and asset impairment ($1.7 million), partially offset by decreases in investment income ($2.8 million) and share of profit of equity-accounted investees ($18.6 million) and increases in sales and marketing expense ($1.1 million) and restructuring costs ($1.0 million).

Net EARNINGS (loss)

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net earnings (loss)

 

 

2,885

 

 

 

(4,967

)

 

 

(11,822

)

 

 

(9,619

)

Net earnings for the three months ended June 30, 2025 was $2.9 million compared to a loss of $5.0 million for the three months ended June 30, 2024. The increase in net earnings of $7.9 million was largely due to an increase in gross profit ($9.4 million) and decreases in general and administrative expenses ($2.6 million), share-based compensation expense ($2.0 million) and asset impairment ($2.0 million), partially offset by decreases in investment income ($1.7 million), share of profit of equity-accounted investees ($5.0 million) and income tax recovery ($1.3 million).

Net loss for the six months ended June 30, 2025 was $11.8 million compared to $9.6 million for the six months ended June 30, 2024. The increase in net loss of $2.2 million was largely due to decreases in investment income ($2.8 million), share of profit of equity-accounted investees ($18.6 million) and income tax recovery ($4.3 million), increases in sales and marketing expense ($1.1 million) and restructuring costs ($1.0 million), partially offset by an increase in gross profit ($15.7 million) and decreases in general and administrative expenses ($1.0 million), depreciation and amortization expense ($1.5 million), share-based compensation expense ($5.4 million) and asset impairment ($1.7 million).

OPERATING SEGMENTS

The Company’s reportable segments are organized by business line and are comprised of four reportable segments: liquor retail, cannabis retail, cannabis operations, and investments.

Liquor retail includes the sale of wines, beers and spirits through wholly owned liquor stores. Cannabis retail includes the private sale of adult-use cannabis products and accessories through corporate-owned and franchised retail cannabis stores. Cannabis operations include the cultivation, distribution and sale of cannabis for the adult-use and medical markets domestically and for export, and providing proprietary cannabis processing services, in addition to product development, manufacturing, and commercialization of cannabis consumer packaged goods. Investments include the deployment of capital to investment opportunities. Certain overhead expenses not directly attributable to any operating segment are reported as “Corporate”.

 

6


 

($000s)

Cannabis
Retail

 

Cannabis
Operations

 

Intersegment
Eliminations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

As at June 30, 2025

 

Total assets (1)

 

203,522

 

 

220,970

 

 

 

 

424,492

 

 

339,575

 

 

405,975

 

 

123,378

 

 

1,293,420

 

Six months ended June 30, 2025

 

Net revenue (2)

 

161,939

 

 

70,155

 

 

(33,812

)

 

198,282

 

 

251,401

 

 

 

 

 

 

449,683

 

Gross profit

 

41,509

 

 

18,444

 

 

 

 

59,953

 

 

64,289

 

 

 

 

 

 

124,242

 

Operating income (loss)

 

13,224

 

 

1,806

 

 

 

 

15,030

 

 

13,054

 

 

232

 

 

(35,366

)

 

(7,050

)

Adjusted operating income (loss) (3)

 

13,224

 

 

5,072

 

 

 

 

18,296

 

 

13,054

 

 

232

 

 

(34,783

)

 

(3,201

)

Three months ended June 30, 2025

 

Net revenue (2)

 

84,399

 

 

35,836

 

 

(17,395

)

 

102,840

 

 

141,929

 

 

 

 

 

 

244,769

 

Gross profit

 

21,882

 

 

9,233

 

 

 

 

31,115

 

 

36,486

 

 

 

 

 

 

67,601

 

Operating income (loss)

 

8,062

 

 

2,292

 

 

 

 

10,354

 

 

11,074

 

 

1,833

 

 

(18,258

)

 

5,003

 

Adjusted operating income (loss) (3)

 

8,062

 

 

2,663

 

 

 

 

10,725

 

 

11,074

 

 

1,833

 

 

(17,802

)

 

5,830

 

(1)
As at June 30, 2025, cash and cash equivalents have been allocated to Corporate from Investments.
(2)
The Company has eliminated $33.8 million for the six months ended June 30, 2025 and $17.4 million for the three months ended June 30, 2025 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.
(3)
Adjusted operating income (loss) is a specified financial measure that does not have standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

($000s)

Cannabis
Retail

 

Cannabis
Operations

 

Intersegment
Eliminations

 

Cannabis
Total

 

Liquor
Retail

 

Investments(1)

 

Corporate

 

Total

 

As at December 31, 2024

 

Total assets

 

195,823

 

 

230,021

 

 

 

 

425,844

 

 

326,061

 

 

577,522

 

 

19,815

 

 

1,349,242

 

Six months ended June 30, 2024

 

Net revenue (2)

 

147,375

 

 

47,371

 

 

(25,483

)

 

169,263

 

 

256,614

 

 

 

 

 

 

425,877

 

Gross profit

 

37,627

 

 

6,418

 

 

 

 

44,045

 

 

64,519

 

 

 

 

 

 

108,564

 

Operating income (loss)

 

2,860

 

 

(1,025

)

 

 

 

1,835

 

 

10,661

 

 

21,535

 

 

(43,242

)

 

(9,211

)

Adjusted operating income (loss) (3)

 

2,860

 

 

(770

)

 

 

 

2,090

 

 

10,661

 

 

21,535

 

 

(43,365

)

 

(9,079

)

Three months ended June 30, 2024

 

Net revenue (2)

 

76,069

 

 

24,976

 

 

(13,478

)

 

87,567

 

 

140,560

 

 

 

 

 

 

228,127

 

Gross profit

 

19,268

 

 

3,183

 

 

 

 

22,451

 

 

35,713

 

 

 

 

 

 

58,164

 

Operating income (loss)

 

3,902

 

 

(1,916

)

 

 

 

1,986

 

 

8,481

 

 

8,456

 

 

(23,757

)

 

(4,834

)

Adjusted operating income (loss) (3)

 

3,902

 

 

(1,916

)

 

 

 

1,986

 

 

8,481

 

 

8,456

 

 

(23,536

)

 

(4,613

)

(1)
Total assets include cash and cash equivalents.
(2)
The Company has eliminated $25.5 million for the six months ended June 30, 2024 and $13.5 million for the three months ended June 30, 2024 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.
(3)
Adjusted operating income (loss) is a specified financial measure that does not have standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

 

7


 

LIQUOR RETAIL SEGMENT RESULTS

Operating income (loss)

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net revenue

 

 

141,929

 

 

 

140,560

 

 

 

251,401

 

 

 

256,614

 

Cost of sales

 

 

105,443

 

 

 

104,847

 

 

 

187,112

 

 

 

192,095

 

Gross profit

 

 

36,486

 

 

 

35,713

 

 

 

64,289

 

 

 

64,519

 

Gross margin (1)

 

 

25.7

%

 

 

25.4

%

 

 

25.6

%

 

 

25.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

16,479

 

 

 

17,901

 

 

 

33,471

 

 

 

35,986

 

Sales and marketing

 

 

1,151

 

 

 

797

 

 

 

1,926

 

 

 

1,290

 

Depreciation and amortization

 

 

7,782

 

 

 

8,395

 

 

 

15,880

 

 

 

17,368

 

Asset impairment (reversal)

 

 

 

 

 

92

 

 

 

 

 

 

(833

)

Loss (gain) on disposition of assets

 

 

 

 

 

47

 

 

 

(42

)

 

 

47

 

Operating income (loss)

 

 

11,074

 

 

 

8,481

 

 

 

13,054

 

 

 

10,661

 

(1)
Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

Net revenue for the three months ended June 30, 2025 was $141.9 million compared to $140.6 million for the three months ended June 30, 2024. The increase of $1.3 million was due to an increase in overall customer traffic, partly impacted by the timing of holidays, and changing consumer preferences.

Net revenue for the six months ended June 30, 2025 was $251.4 million compared to $256.6 million for the six months ended June 30, 2024. The decrease of $5.2 million was due to a reduction in overall customer traffic and changing consumer preferences.

Cost of sales for liquor retail operations is comprised of the cost of wine, beer and spirits. Cost of sales for the three months ended June 30, 2025 was $105.4 million compared to $104.8 million for the three months ended June 30, 2024. The increase of $0.6 million was due to an overall increase in sales as noted above.

Cost of sales for the six months ended June 30, 2025 was $187.1 million compared to $192.1 million for the six months ended June 30, 2024. The decrease of $5.0 million was due to an overall decrease in sales as noted above.

Gross profit for the three months ended June 30, 2025 was $36.5 million (25.7%) compared to $35.7 million (25.4%) for the three months ended June 30, 2024. The increase of $0.8 million was partly due to the increase in net revenue and cost of sales noted above, and continued focus on private label portfolio.

Gross profit for the six months ended June 30, 2025 was $64.3 million (25.6%) compared to $64.5 million (25.1%) for the six months ended June 30, 2024. The decrease of $0.2 million was partly due to the reduction in net revenue and cost of sales noted above, partially offset by the impact of proprietary licensing arrangements and continued focus on private label portfolio.

During the six months ended June 30, 2024, the Company recorded impairment reversals on right of use assets of $0.3 million and property, plant and equipment of net $0.5 million due to improved store level operating results.

At July 30, 2025, the Ace Liquor store count was 133, the Liquor Depot store count was 19 and the Wine and Beyond store count was 13.

 

8


 

CANNABIS RETAIL SEGMENT RESULTS

Operating income (loss)

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net revenue

 

 

84,399

 

 

 

76,069

 

 

 

161,939

 

 

 

147,375

 

Cost of sales

 

 

62,517

 

 

 

56,801

 

 

 

120,430

 

 

 

109,748

 

Gross profit

 

 

21,882

 

 

 

19,268

 

 

 

41,509

 

 

 

37,627

 

Gross margin (1)

 

 

25.9

%

 

 

25.3

%

 

 

25.6

%

 

 

25.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

10,645

 

 

 

11,409

 

 

 

21,905

 

 

 

24,029

 

Sales and marketing

 

 

448

 

 

 

172

 

 

 

701

 

 

 

698

 

Depreciation and amortization

 

 

3,796

 

 

 

3,830

 

 

 

7,496

 

 

 

7,557

 

Asset impairment (reversal)

 

 

(1,073

)

 

 

(498

)

 

 

(1,804

)

 

 

2,030

 

Loss (gain) on disposition of assets

 

 

4

 

 

 

452

 

 

 

(13

)

 

 

452

 

Operating income (loss)

 

 

8,062

 

 

 

3,902

 

 

 

13,224

 

 

 

2,860

 

(1)
Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

Net revenue for the three months ended June 30, 2025 was $84.4 million compared to $76.1 million for the three months ended June 30, 2024. The increase of $8.3 million is mainly attributable to an increase in same store sales, successful conversion of store formats and proprietary licensing arrangements.

Same store sales is a specified financial measure that does not have a standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

Net revenue for the six months ended June 30, 2025 was $161.9 million compared to $147.4 million for the six months ended June 30, 2024. The increase of $14.5 million is mainly attributable to an increase in same store sales, an increase in the number of stores, from both newly opened and acquired stores, successful conversion of store formats and proprietary licensing arrangements.

Cost of sales for the three months ended June 30, 2025 was $62.5 million compared to $56.8 million for the three months ended June 30, 2024. The increase of $5.7 million was due to a corresponding increase in same store sales.

Cost of sales for the six months ended June 30, 2025 was $120.4 million compared to $109.7 million for the six months ended June 30, 2024. The increase of $10.7 million was due to a corresponding increase in same store sales and newly opened and acquired stores.

Gross profit for the three months ended June 30, 2025 was $21.9 million (25.9%) compared to $19.3 million (25.3%) for the three months ended June 30, 2024. The increase of $2.6 million was due to increased corporate store sales.

Gross profit for the six months ended June 30, 2025 was $41.5 million (25.6%) compared to $37.6 million (25.5%) for the six months ended June 30, 2024. The increase of $3.9 million was due to increased corporate store sales and proprietary licensing arrangements which do not have an associated cost of sales.

During the six months ended June 30, 2025, the Company recorded impairment reversals on right of use assets of $1.0 million and property, plant and equipment of $0.8 million due to improved store level operating results. During the six months ended June 30, 2024, the Company recorded net impairments on right of use assets of $1.5 million and property, plant and equipment of $0.6 million due to underperforming operating results of certain stores.

At July 30, 2025, the Spiritleaf store count was 61 (4 corporate stores and 57 franchise stores) and the Value Buds store count was 123 corporate stores.

 

9


 

CANNABIS OPERATIONS SEGMENT RESULTS

Operating income (loss)

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net revenue

 

 

35,836

 

 

 

24,976

 

 

 

70,155

 

 

 

47,371

 

Cost of sales

 

 

26,603

 

 

 

21,793

 

 

 

51,711

 

 

 

40,953

 

Gross profit

 

 

9,233

 

 

 

3,183

 

 

 

18,444

 

 

 

6,418

 

Gross margin (1)

 

 

25.8

%

 

 

12.7

%

 

 

26.3

%

 

 

13.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

3,977

 

 

 

1,373

 

 

 

7,501

 

 

 

1,467

 

Sales and marketing

 

 

1,829

 

 

 

1,942

 

 

 

4,235

 

 

 

3,031

 

Research and development

 

 

98

 

 

 

109

 

 

 

198

 

 

 

146

 

Depreciation and amortization

 

 

690

 

 

 

521

 

 

 

1,443

 

 

 

1,259

 

Restructuring costs

 

 

371

 

 

 

 

 

 

570

 

 

 

255

 

Asset impairment

 

 

9

 

 

 

1,325

 

 

 

2,724

 

 

 

1,378

 

(Gain) loss on disposition of assets

 

 

(33

)

 

 

(171

)

 

 

(33

)

 

 

(93

)

Operating income (loss)

 

 

2,292

 

 

 

(1,916

)

 

 

1,806

 

 

 

(1,025

)

(1)
Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

The Company’s revenue comprises bulk and packaged sales under the Cannabis Act pursuant to its supply agreements with Canadian provincial boards, other licensed producers and international exports, proprietary extraction services, white label product formulation and manufacturing, the sale of bulk winterized oil and distillate, toll processing and co-packaging services and analytical testing.

Net revenue for the three months ended June 30, 2025 was $35.8 million compared to $25.0 million for the three months ended June 30, 2024. The increase of $10.8 million was mainly due to the impact of sales from the acquisition of Indiva and increased wholesale sales, partially offset by a decrease in sales to provincial boards.

Net revenue for the six months ended June 30, 2025 was $70.2 million compared to $47.4 million for the six months ended June 30, 2024. The increase of $22.8 million was mainly due to the impact of sales from the acquisition of Indiva and increased wholesale sales, partially offset by a decrease in sales to provincial boards.

Cost of sales for the three months ended June 30, 2025 were $26.6 million compared to $21.8 million for the three months ended June 30, 2024. The increase of $4.8 million was mainly due to an increase in cost of sales correlating to increased revenue, partially offset by a decrease in inventory impairment and obsolescence of $0.8 million based on improved product management and demand planning.

Cost of sales for the six months ended June 30, 2025 were $51.7 million compared to $41.0 million for the six months ended June 30, 2024. The increase of $10.7 million was mainly due to an increase in cost of sales correlating to increased revenue, partially offset by a decrease in inventory impairment and obsolescence of $2.2 million based on improved product management and demand planning.

Gross profit for the three months ended June 30, 2025 was $9.2 million (25.8%) compared to $3.2 million (12.7%) for the three months ended June 30, 2024. The increase of $6.0 million was due to the increase in net revenue, decrease in inventory impairment and obsolescence and increased production efficiencies, as noted above.

Gross profit for the six months ended June 30, 2025 was $18.4 million (26.3%) compared to negative $6.4 million (13.5%) for the six months ended June 30, 2024. The increase of $12.0 million was due to the increase in net revenue, decrease in inventory impairment and obsolescence and increased production efficiencies, as noted above.

The increase in general and administrative expenses for the three and six months ended June 30, 2025 was mainly due to the impact of the Indiva acquisition, increases in employment and maintenance costs and the reversal of expected credit losses in the comparative period.

 

10


 

During the six months ended June 30, 2025, the Company recorded impairments on property, plant and equipment of $2.7 million due to the consolidation of the Company’s edible facilities as part of its integration strategy. During the six months ended June 30, 2024, the Company recorded impairments on assets held for sale of $1.3 million due to secondary commercial real estate market conditions.

INVESTMENTS SEGMENT RESULTS

Operating income (loss)

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Investment income

 

 

1,529

 

 

 

3,204

 

 

 

4,385

 

 

 

7,240

 

Share of profit (loss) of equity-accounted investees

 

 

304

 

 

 

5,252

 

 

 

(4,153

)

 

 

14,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

 

 

 

 

 

 

 

 

 

105

 

Operating income (loss)

 

 

1,833

 

 

 

8,456

 

 

 

232

 

 

 

21,535

 

Investment income for the three months ended June 30, 2025 was $1.5 million compared to income of $3.2 million for the three months ended June 30, 2024. The decrease of $1.7 million was mainly due to lower interest revenue in the current period caused by the reimbursement of principal and interest owed on a convertible debenture in July 2024, the reimbursement of principal owed on a promissory note in November 2024 and a decrease in interest revenue from cash.

Investment income for the six months ended June 30, 2025 was $4.4 million compared to income of $7.2 million for the six months ended June 30, 2024. The decrease of $2.8 million was mainly due to lower interest revenue in the current period caused by the reimbursement of principal and interest owed on a convertible debenture in July 2024, the reimbursement of principal owed on a promissory note in November 2024 and a decrease in interest revenue from cash.

Share of profit (loss) of equity-accounted investees is comprised of the Company’s share of the net profit (or loss) generated from its investments in SunStream. The current investment portfolio of SunStream is comprised of secured debt, hybrid debt, derivative instruments and convertible equity instruments issued by United States based cannabis businesses.

Share of profit of equity-accounted investees for the three months ended June 30, 2025 was $0.3 million compared to profit of $5.3 million for the three months ended June 30, 2024. The decrease of $5.0 million was due to accounting fair value adjustments to the investments.

Share of loss of equity-accounted investees for the six months ended June 30, 2025 was $4.2 million compared to profit of $14.4 million for the six months ended June 30, 2024. The decrease of $18.6 million was due to accounting fair value adjustments to the investments.

SELECTED QUARTERLY INFORMATION

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

 

2025

 

2024

 

2023

 

($000s, except per share amounts)

Q2

 

Q1

 

Q4

 

Q3

 

Q2

 

Q1

 

Q4

 

Q3

 

Net revenue

 

244,769

 

 

204,914

 

 

257,679

 

 

236,892

 

 

228,127

 

 

197,750

 

 

248,450

 

 

237,595

 

Gross profit

 

67,601

 

 

56,641

 

 

68,799

 

 

62,968

 

 

58,164

 

 

50,400

 

 

57,336

 

 

48,605

 

Investment income

 

1,529

 

 

2,856

 

 

2,734

 

 

5,577

 

 

3,204

 

 

4,036

 

 

3,400

 

 

3,416

 

Net earnings (loss) attributable to owners of the Company

 

2,885

 

 

(14,707

)

 

(67,142

)

 

(19,328

)

 

(5,772

)

 

(2,554

)

 

(82,788

)

 

(21,784

)

Per share, basic and diluted

 

0.01

 

 

(0.06

)

 

(0.25

)

 

(0.07

)

 

(0.02

)

 

(0.01

)

 

(0.32

)

 

(0.08

)

 

 

11


 

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

Implementing several streamlining and efficiency initiatives which included workforce optimizations;
Disposing of marketable securities;
Impairment and impairment reversals on property, plant and equipment and right of use assets;
Changes to provisions for inventory obsolescence and impairment;
Investments in and distributions from SunStream;
Acquisitions of Lightbox Enterprises Ltd. and Indiva;
Impairment of intangible assets from the cannabis retail cash generating unit (“CGU”);
Impairment of goodwill from the cannabis operations CGU;
Impairment of the Olds facility due to the consolidation of all cultivation activities to the Atholville, New Brunswick facility;
Entering into and acquiring several cannabis-related investments;
Repayment and exiting cannabis-related investments; and
Increased net revenue and gross profit from acquisitions and organic growth.

LIQUIDITY AND CAPITAL RESOURCES

($000s)

 

June 30, 2025

 

 

December 31, 2024

 

Cash and cash equivalents

 

 

208,224

 

 

 

218,359

 

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 or issue new debt, subject to the availability of such debt or equity financing on commercial terms.

The Company’s primary need for liquidity is to fund investment opportunities, capital expenditures, working capital 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 and investments and make planned capital expenditures 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.

Management believes its current capital resources will be sufficient to satisfy cash requirements associated with funding the Company’s operating expenses and future development activities for at least the next 12 months. However, no assurance can be given that this will be the case or that future sources of capital will not be necessary.

Debt

As at June 30, 2025, the Company had no outstanding bank debt or other debt.

Equity

As at June 30, 2025, the Company had the following share capital instruments outstanding:

(000s)

 

June 30, 2025

 

 

December 31, 2024

 

Common shares

 

 

257,350

 

 

 

263,022

 

Common share purchase warrants (1)

 

 

118

 

 

 

118

 

Simple warrants (2)

 

 

21

 

 

 

39

 

Performance warrants (3)

 

 

25

 

 

 

25

 

Stock options (4)

 

 

570

 

 

 

572

 

Restricted share units

 

 

13,171

 

 

 

9,371

 

Derivative warrants (5)

 

 

50

 

 

 

50

 

 

 

12


 

(1)
118,400 warrants were exercisable as at June 30, 2025.
(2)
21,440 simple warrants were exercisable as at June 30, 2025.
(3)
14,134 performance warrants were exercisable as at June 30, 2025.
(4)
0.6 million stock options were exercisable as at June 30, 2025.
(5)
50,000 derivative warrants were exercisable as at June 30, 2025.

Common shares were issued during the six months ended June 30, 2025 in connection with the following transactions:

The Company purchased and cancelled 5.8 million common shares at a weighted average price, excluding commissions, of $2.57 (US$1.79) per common share for a total cost of $15.0 million including commissions.

As at July 30, 2025, a total of 257.4 million common shares were outstanding.

Cash Flow Summary

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

6,117

 

 

 

4,702

 

 

 

13,905

 

 

 

8,003

 

Investing activities

 

 

(7,161

)

 

 

(1,346

)

 

 

10,011

 

 

 

(3,022

)

Financing activities

 

 

(11,599

)

 

 

(9,376

)

 

 

(34,051

)

 

 

(17,088

)

Change in cash and cash equivalents

 

 

(12,643

)

 

 

(6,020

)

 

 

(10,135

)

 

 

(12,107

)

Cash Flow – Operating Activities

Net cash provided by operating activities was $6.1 million for the three months ended June 30, 2025 compared to $4.7 million provided by operating activities for the three months ended June 30, 2024. The increase of $1.4 million was due to an increase in net earnings adjusted for non-cash items, partially offset by the change in non-cash working capital. The change in non-cash working capital is comprised of changes in inventory, accounts receivable, prepaid expenses and deposits and accounts payable.

Net cash provided by operating activities was $13.9 million for the six months ended June 30, 2025 compared to $8.0 million provided by operating activities for the six months ended June 30, 2024. The increase of $5.9 million was due to a decrease in net loss adjusted for non-cash items, partially offset by the change in non-cash working capital. The change 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 $7.2 million for the three months ended June 30, 2025 compared to $1.3 million used in investing activities for the three months ended June 30, 2024. The increase of $5.9 million was primarily due to additions to investments at fair value through other comprehensive income, partially offset by capital distributions from equity-accounted investees.

Net cash provided by investing activities was $10.0 million for the six months ended June 30, 2025 compared to $3.0 million used in investing activities for the six months ended June 30, 2024. The increase of $13.0 million was primarily due to the repayment of the Delta 9 Cannabis Inc. commercial mortgage and capital distributions from equity-accounted investees, partially offset by additions to investments at fair value through other comprehensive income.

Cash Flow – Financing Activities

Net cash used in financing activities was $11.6 million for the three months ended June 30, 2025 compared to $9.4 million used in financing activities for the three months ended June 30, 2024. The increase of $2.2 million was largely due to an increase in payments on lease liabilities.

Net cash used in financing activities was $34.1 million for the six months ended June 30, 2025 compared to $17.1 million used in financing activities for the six months ended June 30, 2024. The increase of $17.0 million was largely due to repurchases of common shares in the current period.

 

13


 

Free cash flow

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Free cash flow

 

 

(7,869

)

 

 

(5,601

)

 

 

(8,959

)

 

 

(11,989

)

Free cash flow is a specified financial measure that does not have a standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information. The Company defines free cash flow as the total change in cash and cash equivalents less cash used for common share repurchases, dividends (if any), changes to debt instruments, changes to long-term investments, net cash used for acquisitions plus cash provided by dispositions (if any).

Free cash flow was negative $7.9 million for the three months ended June 30, 2025 compared to negative $5.6 million for the three months ended June 30, 2024. The decrease of $2.3 million was mainly due to the change in non-cash working capital, increased payments on lease liabilities and a decrease in interest received, partially offset by an increase in net earnings and adjustments for non-cash items.

Free cash flow was negative $9.0 million for the six months ended June 30, 2025 compared to negative $12.0 million for the six months ended June 30, 2024. The increase of $3.0 million was mainly due to a decrease in net loss and adjustments for non-cash items, partially offset by the change in non-cash working capital, increased payments on lease liabilities and a decrease in interest received.

Financial Instruments

Refer to note 22 in the Interim Financial Statements for additional information on the Company’s financial instruments and the related fair value estimates and disclosures.

Liquidity risks associated with financial instruments

Credit risk

Credit risk is the risk of financial loss if the counterparty to a financial transaction fails to meet its obligations. The maximum amount of the Company’s credit risk exposure is the carrying amounts of cash and cash equivalents, accounts receivable, and investments. The Company attempts to mitigate such exposure to its cash and cash equivalents by investing only in financial institutions with investment grade credit ratings or secured investments. The Company manages risk over its accounts receivable by issuing credit only to creditworthy counterparties. The Company limits its exposure to credit risk over its investments by ensuring the agreements governing the investments are secured in the event of counterparty default. 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 for trade receivables by grouping receivables based on shared credit risk characteristics and the days past due. The expected loss rates are based on historical credit losses experienced over a period of 12 months.

The Company applies the general approach under IFRS 9 to other investments, which is an assessment of whether the credit risk of a financial instrument has increased significantly since initial recognition.

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. Management believes its current capital resources will be sufficient to satisfy cash requirements associated with funding the Company’s operating expenses and future development activities for at least the next 12 months. However, no assurance can be given that this will be the case or that future sources of capital will not be necessary.

 

14


 

Market risk

Market risk is the risk that changes in market prices will affect the Company’s income or value of its holdings of financial instruments. The Company is exposed to market risk in that changes in market prices will cause fluctuations in the fair value of its marketable securities. The fair value of marketable securities is based on quoted market prices as the Company’s marketable securities are shares of publicly traded entities.

Regulatory risk

Regulatory risk pertains to the risk that the Company’s business objectives are contingent, in part, upon compliance with regulatory requirements. Due to the nature of the industries in which the Company operates, the Company recognizes that regulatory requirements are more stringent and punitive in nature than most other sectors of the economy. Any delays in obtaining, or failure to obtain, regulatory approvals could significantly delay operational and/or product development and could have a material adverse effect on the Company’s business, results of operations, and financial condition. The Company is cognizant of the advent of regulatory changes in these industries on the city, provincial, and national levels in Canada and is aware of the effect that unforeseen regulatory changes in these industries could have on the goals and operations of the business as a whole.

CONTRACTUAL COMMITMENTS AND CONTINGENCIES

A)
Commitments

The information presented in the table below reflects management’s estimate of the contractual maturities of the Company’s obligations at June 30, 2025.

($000s)

Less than
one year

 

One to three
years

 

Three to five
years

 

Thereafter

 

Total

 

Accounts payable and accrued liabilities

 

49,162

 

 

 

 

 

 

 

 

49,162

 

Lease liabilities

 

41,498

 

 

72,788

 

 

59,882

 

 

10,192

 

 

184,360

 

Financial guarantee liability

 

 

 

191

 

 

 

 

 

 

191

 

Loyalty liability

 

 

 

71

 

 

 

 

 

 

71

 

Total

 

90,660

 

 

73,050

 

 

59,882

 

 

10,192

 

 

233,784

 

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.

The Company has entered into royalty agreements to pay a certain amount of royalties on cannabis products sold. Should the Company not sell sufficient product in the agreed timeframe, a minimal royalty payment is accrued.

B)
Contingencies

From time to time, the Company and its subsidiaries are or may become involved in various legal claims and actions which arise in the ordinary course of their business and operations. While the outcome of any such claim or action is inherently uncertain, the Company believes that the losses that may result, if any, will not be material to the financial statements.

NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES

Certain specified financial measures in this MD&A including adjusted operating income (loss), free cash flow and same store sales are non-IFRS measures. These terms are not defined by IFRS Accounting Standards and, therefore, may not be comparable to similar measures reported 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 Accounting Standards.

 

15


 

GROSS MARGIN

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted.

Adjusted operating income (loss)

Adjusted operating income (loss) is a non-IFRS financial measure which the Company uses to evaluate its operating performance. Adjusted operating income (loss) provides information to investors, analysts, and others to aid in understanding and evaluating the Company’s operating results in a similar manner to its management team. The Company defines adjusted operating income (loss) as operating income (loss) less restructuring costs (recovery), goodwill and intangible asset impairments and asset impairments triggered by restructuring activities.

The following tables reconcile adjusted operating income (loss) to operating income (loss) for the periods noted.

($000s)

Cannabis
Retail

 

Cannabis
Operations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

Three months ended June 30, 2025

 

Operating income (loss)

 

8,062

 

 

2,292

 

 

10,354

 

 

11,074

 

 

1,833

 

 

(18,258

)

 

5,003

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

371

 

 

371

 

 

 

 

 

 

456

 

 

827

 

Impairments triggered by restructuring

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating income (loss)

 

8,062

 

 

2,663

 

 

10,725

 

 

11,074

 

 

1,833

 

 

(17,802

)

 

5,830

 

 

($000s)

Cannabis
Retail

 

Cannabis
Operations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

Six months ended June 30, 2025

 

Operating income (loss)

 

13,224

 

 

1,806

 

 

15,030

 

 

13,054

 

 

232

 

 

(35,366

)

 

(7,050

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

570

 

 

570

 

 

 

 

 

 

583

 

 

1,153

 

Impairments triggered by restructuring

 

 

 

2,696

 

 

2,696

 

 

 

 

 

 

 

 

2,696

 

Adjusted operating income (loss)

 

13,224

 

 

5,072

 

 

18,296

 

 

13,054

 

 

232

 

 

(34,783

)

 

(3,201

)

 

($000s)

Cannabis
Retail

 

Cannabis
Operations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

Three months ended June 30, 2024

 

Operating income (loss)

 

3,902

 

 

(1,916

)

 

1,986

 

 

8,481

 

 

8,456

 

 

(23,757

)

 

(4,834

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

 

221

 

 

221

 

Adjusted operating income (loss)

 

3,902

 

 

(1,916

)

 

1,986

 

 

8,481

 

 

8,456

 

 

(23,536

)

 

(4,613

)

 

($000s)

Cannabis
Retail

 

Cannabis
Operations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

Six months ended June 30, 2024

 

Operating income (loss)

 

2,860

 

 

(1,025

)

 

1,835

 

 

10,661

 

 

21,535

 

 

(43,242

)

 

(9,211

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring costs (recovery)

 

 

 

255

 

 

255

 

 

 

 

 

 

(123

)

 

132

 

Adjusted operating income (loss)

 

2,860

 

 

(770

)

 

2,090

 

 

10,661

 

 

21,535

 

 

(43,365

)

 

(9,079

)

Free cash flow

Free cash flow is a non-IFRS financial measure which the Company uses to evaluate its financial performance. Free cash flow provides information which management believes to be useful to investors, analysts and others in understanding and evaluating the Company’s ability to generate positive cash flows as it removes cash used for non-operational items.

 

16


 

The Company defines free cash flow as the total change in cash and cash equivalents less cash used for common share repurchases, dividends (if any), changes to debt instruments, changes to long-term investments, net cash used for acquisitions plus cash provided by dispositions (if any).

The following table reconciles free cash flow to change in cash and cash equivalents for the periods noted.

 

 

Three months ended
June 30

 

 

Six months ended
June 30

 

($000s)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Change in cash and cash equivalents

 

 

(12,643

)

 

 

(6,020

)

 

 

(10,135

)

 

 

(12,107

)

Adjustments

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase of common shares

 

 

 

 

 

 

 

 

15,031

 

 

 

 

Changes to long-term investments

 

 

3,774

 

 

 

(1,235

)

 

 

(14,855

)

 

 

(1,536

)

Acquisitions, net of cash acquired

 

 

1,000

 

 

 

1,654

 

 

 

1,000

 

 

 

1,654

 

Free cash flow

 

 

(7,869

)

 

 

(5,601

)

 

 

(8,959

)

 

 

(11,989

)

Same store sales

Same store sales is a supplementary financial measure which the Company uses to evaluate its financial performance in its retail segments. Same store sales provides information which management believes to be useful to investors, analysts and others in understanding and evaluating the Company’s sales trends excluding the effect of the opening and closure of stores.

Same store sales refers to the revenue generated by the Company’s existing retail locations during the current and prior comparison periods.

RELATED PARTIES

SunStream is a joint venture in which the Company has a 50% ownership interest and is a related party due to it being classified as a joint venture of the Company. SunStream is a private company, incorporated under the ABCA, which provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. Capital contributions to the joint venture and distributions received from the joint venture are classified as related party transactions.

A former member of key management personnel (Tank Vander – former President, Liquor Retail; retired from SNDL on September 10, 2024) jointly controls a company that owns property leased to SNDL for one of its retail liquor stores. The lease term is from November 1, 2017 to October 31, 2027 and includes extension terms from November 1, 2027 to October 31, 2032 and November 1, 2032 to October 31, 2037. Monthly rent for the location includes base rent, common area costs and sign rent. The rent amounts are subject to increases in accordance with the executed lease agreement. For the period January 1, 2024 to June 30, 2024, the Company paid $83.4 thousand in total rent with respect to this lease.

OFF BALANCE SHEET ARRANGEMENTS

As at June 30, 2025, the Company did not have any off-balance sheet arrangements.

CRITICAL ACCOUNTING 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 its consolidated financial statements. Critical accounting estimates include the classification and recoverable amounts of CGUs, value of inventory, value of equity-accounted investees, value of leases, 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 adult-use and medical purposes;

 

17


 

Price of cannabis;
Expected cannabis sales volumes;
Demand for liquor;
Price of liquor;
Expected liquor sales volumes;
Changes in market interest and discount rates;
Future development and operating costs;
Costs to convert harvested cannabis to finished goods;
Potential returns and pricing adjustments; and
Market prices, volatility and discount rates used to determine fair value of equity-accounted investees.

Changes in critical accounting estimates can have a significant effect on profit or loss as a result of their impact on revenue, costs of sales, provisions and impairments. Changes in critical accounting estimates can have a significant effect on the valuation of inventory, property, plant and equipment, provisions and derivative financial instruments.

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

NEW ACCOUNTING PRONOUNCEMENTS

The International Accounting Standards Board 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

In addition to the risks described elsewhere in this document, for a detailed discussion regarding the Company’s risk factors, refer to the “Risk Factors” section of the AIF.

DISCLOSURE CONTROLS AND PROCEDURES

The Company has designed disclosure controls and procedures (as defined in National Instrument – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) and Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) 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 such securities legislation.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025. Based upon evaluation of the Company’s disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as June 30, 2025, due to a material weakness described in our MD&A for the year ended December 31, 2024.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in NI 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Refer to our MD&A for the year ended

 

18


 

December 31, 2024, for a discussion regarding our internal control over financial reporting and the material weakness identified.

REMEDIATION

Management has implemented and continues to implement measures designed to ensure that control deficiencies are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:

hiring of new Chief Information Technology Officer to prioritize addressing information technology general controls issues;
enhancing monitoring of change management controls for modifications of security roles and permissions in financial systems;
implementation of identity governance and administration solution to address system access concerns;
continue with process improvements and strengthening of controls over financial systems; and
augmentation of our existing internal audit staff with new co-sourcing partner to enhance the effectiveness and scope of our internal audit function.

At July 30, 2025 the above remediation measures are in progress but will not be considered remediated until the updated controls operate for a sufficient period of time, and management has concluded through testing, that these controls are operating effectively.

The Company is pursuing remediation of the material weakness during the 2025 fiscal year.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Except for the remediation activities described above, as of June 30, 2025, there have been no other changes in our internal control over financial reporting (as defined in NI 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ABBREVIATIONS

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

Financial and Business Environment

$ or C$

Canadian dollars

U.S.

United States

US$

United States dollars

FORWARD-LOOKING INFORMATION

This MD&A may contain forward-looking information concerning the Company’s business, operations and financial performance and condition, as well as the Company’s 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 terminology.

 

19


 

These forward-looking statements include, but are not limited to, statements about:

the anticipated benefits of and the Company’s intentions with respect to the Rise Rewards loyalty program and its expansion across retail banners;
the uncertainties associated with tariffs and countermeasures thereto;
the Company’s strategy;
expectations with respect to retail and investment operations;
expectations with respect to the 1CM Transaction, including the satisfaction of certain regulatory approvals and the closing of the 1CM Transaction;
the Company’s intentions with respect to the Cost Cannabis and T Cannabis brands and integration with SNDL;
the impact of tariffs on the Company;
the expected benefits of the CSE listing;
expectations with respect to the Company’s restructuring project;
expectations with respect to the Company’s joint venture interest in SunStream;
the impact of consolidating cannabis segments;
the Company’s share repurchase program;
the Company’s ability to adjust its capital resources;
the Company’s liquidity needs, including its ability to source its liquidity requirements;
the sufficiency of the Company’s capital resources;
risks associated with financial instruments and the methods by which the Company manages such risks;
expectations with respect to various contingencies, including the impact of such on the Company’s financial statements;
the impact of changes to critical accounting estimates and new accounting pronouncements; and
expectations with respect to remediation measures to control deficiencies.

Although the forward-looking statements contained in this MD&A are based on assumptions that the Company believes are reasonable, you are cautioned that actual results and developments (including Company results of operations, financial condition and liquidity, and the development of the industry in which the Company operates) may differ materially from those made in or suggested by the forward-looking statements contained in this MD&A. In addition, even if results and developments are consistent with the forward-looking statements contained in this MD&A, those results and developments may not be indicative of results or developments in subsequent periods.

Certain assumptions made in preparing the forward-looking statements contained in this MD&A include:

the Company’s ability to implement its operational and liquidity strategies as well as its strategic initiatives;
the Company’s competitive advantages;
the impact of competition;
the changes and trends in the cannabis cultivation and retail, and the liquor retail industry;
changes in laws, rules and regulations;
the Company’s ability to maintain and renew required licences;
the Company’s ability to maintain good business relationships with its customers, distributors and other strategic partners;
the Company’s ability to keep pace with changing consumer preferences;
the Company’s ability to protect its intellectual property;
the Company’s ability to identify, finance and consummate acquisitions on attractive terms, integrate acquired companies and to realize the benefits of such acquisitions, including The Valens Company Inc. and the 1CM stores;
the Company’s ability to retain key personnel;
the Company’s ability to efficiently deploy capital and achieve its expected and desired returns on such investments;
the Company’s ability to maintain and keep its public listing on the Nasdaq and the CSE and the liquidity of the trading of its common shares on a publicly listed stock exchange;
the Company’s ability to open new retail locations and attract a sufficient number of qualified franchisees; and
the absence of material adverse changes in the Company’s industry or the global economy, including as a result of global economic downturns.

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

 

20


 

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 MD&A may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors” in the AIF and otherwise described in this MD&A. Readers of this MD&A are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this MD&A and, except as required by applicable 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. You should, however, review the factors and risks we describe in the reports we will file from time to time with applicable securities regulators, including the Canadian securities regulators and the U.S. Securities and Exchange Commission (the “SEC”), after the date of this MD&A.

This MD&A contains estimates, projections and other information concerning the Company’s industry, its business and the markets for its products. Information that is based on estimates, forecasts, projections, market research or 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. Certain statements included in this MD&A may be considered “financial outlook” for purposes of applicable securities laws, and such financial outlook may not be appropriate for purposes other than this MD&A. The purpose of the financial outlook is to provide readers with disclosure of the Company’s reasonable expectations of its anticipated results. The financial outlook is provided as of the date of this MD&A.

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 titled “Risk Factors” in the AIF and elsewhere in this MD&A. These and other factors could cause the Company’s future performance to differ materially from the Company’s assumptions and estimates. Readers of this MD&A are cautioned against placing undue reliance on forward-looking statements.

Further information regarding the assumptions and risks inherent in the making of forward-looking statements can be found in the AIF, along with the Company’s other public disclosure documents. Copies of the AIF and other public disclosure documents are available under the Company’s profile on the System for Electronic Data Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and on the EDGAR section of the SEC’s website at www.sec.gov.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company’s most recent AIF, can be viewed under the Company’s profile on SEDAR+ at www.sedarplus.ca, on the EDGAR section of the SEC’s website at www.sec.gov, or on the Company’s website at www.sndl.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.

 

21