Business Acquisitions | 5. Business acquisitions A) Alcanna On October 7, 2021, the Company announced that it had entered into an arrangement agreement with Alcanna Inc. (“Alcanna”) pursuant to which the Company would acquire all of the issued and outstanding common shares of Alcanna by way of a statutory plan of arrangement (the “Alcanna Transaction”). The Company and Alcanna amended the arrangement agreement in respect of the Alcanna Transaction on January 6, 2022 , and the Alcanna Transaction closed on March 31, 2022 . Alcanna is a Canadian liquor retailer, operating predominantly in Alberta under its three retail brands, “Wine and Beyond”, “Liquor Depot” and “Ace Liquor”. Alcanna holds an approximate 63 % equity interest in Nova, a Canadian cannabis retailer operating stores across Alberta, Saskatchewan and Ontario, under its “Value Buds” and “Sweet Tree” retail brands. The Company is deemed to control Nova through its equity interest and Nova’s results are included in the consolidated financial statements of the Company with the minority interest shown as non-controlling interest through equity. Alcanna was acquired to diversify and stabilize cash flows and advance the Company’s vertical integration strategy. The Alcanna Transaction consideration was comprised of (i) an aggregate $ 54.3 million cash ($ 1.50 in cash for each Alcanna common share), and (ii) an aggregate 32.1 million SNDL common shares valued at $ 287.1 million based on the fair value of each common share of the Company on the closing date ( 0.885 of a SNDL common share for each Alcanna common share). The Company engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed and related deferred income tax impacts, if any. The fair value of consideration paid was as follows: Provisional Adjustments Final Cash 54,339 — 54,339 Issuance of common shares 287,129 — 287,129 341,468 — 341,468 The fair value of the assets and liabilities acquired was as follows: Provisional Adjustments Final Cash 23,190 — 23,190 Accounts receivable 1,868 — 1,868 Prepaid expenses and deposits 10,986 — 10,986 Inventory 105,022 — 105,022 Right of use assets 171,866 ( 31,117 ) 140,749 Property, plant and equipment 86,059 24,632 110,691 Intangible assets — 45,100 45,100 Goodwill 280,243 ( 129,308 ) 150,935 Accounts payable and accrued liabilities ( 36,703 ) ( 44 ) ( 36,747 ) Long-term debt ( 10,000 ) — ( 10,000 ) Lease liabilities ( 232,755 ) 90,736 ( 142,019 ) Derivative warrants ( 58 ) ( 27 ) ( 85 ) Non-controlling interest ( 58,250 ) 28 ( 58,222 ) 341,468 — 341,468 Non-controlling interest has been measured as the fair value of the non-controlling interest in Nova, which at the time was 37 %, and was measured by applying a market approach with reference to Nova’s closing share price on the day of the Alcanna Transaction of $ 2.66 . On March 31, 2022, the Company repaid in full the acquired long-term debt balance of $ 10.0 million. These consolidated financial statements incorporate the operations of Alcanna commencing March 31, 2022. During the period March 31, 2022 to December 31, 2022, the Company recorded revenu es of $ 639.5 mi llion and net loss of $ 101.0 million from the Alcanna operations. Had the Alcanna Transaction closed on January 1, 2022, management estimates that for the period January 1, 2022, to March 30, 2022, revenue would have increased by $ 162.5 million and net loss would have increased by $ 25.5 million. In determining these amounts, management assumes the fair values on the date of acquisition would have been the same as if the acquisition had occurred on January 1, 2022. The Company incurred costs related to the Alcanna Transaction of $ 7.0 million which have been included in transaction costs for the year ended December 31, 2022. The Company recorded adjustments to the fair value in the fourth quarter of 2022 to reflect additional information and greater certainty with respect to management estimates pertaining to facts and circumstances that were either unknown or uncertain at the date of acquisition. These adjustments related to changes in preliminary valuation assumptions, including refinement of right of use assets, property, plant and equipment, intangible assets, accounts payable and accrued liabilities, lease liabilities, derivative warrants and non-controlling interest. All measurement period adjustments were offset to goodwill. B) Zenabis On November 1, 2022, the Company announced that, in the context of proceedings pursuant to the Zenabis Group’s (as defined below) filing under the Companies’ Creditors Arrangement Act (“CCAA”), it had successfully acquired all of the assets of the business of the Zenabis Group, subject to certain exclusions, (the “Zenabis Business”), pursuant to an approval order of the Québec Superior Court (the “Court”). The order of the Court approved the acquisition by a wholly owned subsidiary of SNDL of all issued and outstanding shares of Zenabis Ltd., a corporation resulting from the amalgamation of select Zenabis entities (collectively, the “Zenabis Group”), as part of the consideration for the senior secured debt of the Zenabis Group due to the SNDL subsidiary. Zenabis Ltd. owns all of the Zenabis Business, free and clear of any encumbrances except certain permitted encumbrances (namely the security of the wholly owned subsidiary of SNDL, which was preserved). The Zenabis acquisition consideration was comprised of (i) the extinguishment of the Company’s senior loan. The Company engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed and related deferred income tax impacts, if any. The fair value of consideration paid was as follows: Final Extinguishment of senior loan 18,215 18,215 The fair value of the assets and liabilities acquired was as follows: Final Cash 2,509 Accounts receivable 888 Biological assets 909 Prepaid expenses and deposits 1,856 Inventory 4,512 Assets held for sale 6,375 Right of use assets 32 Property, plant and equipment 4,658 Accounts payable and accrued liabilities ( 3,437 ) Lease liabilities ( 87 ) 18,215 Assets held for sale are comprised of a processing facility in Stellarton, Nova Scotia, whose primary purpose was the packaging and processing of value added and derivative products for the adult-use cannabis market. These consolidated financial statements incorporate the operations of Zenabis commencing November 1, 2022. During the period November 1, 2022 to December 31, 2022, the Company recorded revenu es of $ 0.4 mi llion and net loss of $ 1.8 million from the Zenabis operations. Had the acquisition closed on January 1, 2022, management estimates that for the period January 1, 2022, to October 31, 2022, revenue would have increased by $ 2.0 million and net loss would have increased by $ 9.0 million. In determining these amounts, management assumes the fair values on the date of acquisition would have been the same as if the acquisition had occurred on January 1, 2022. The Company incurred costs related to the Zenabis acquisition of $ 0.8 million which have been included in transaction costs for the year ended December 31, 2022. C) Valens On January 17, 2023, the Company acquired all of the issued and outstanding common shares of The Valens Company Inc. (“Valens”), other than those owned by SNDL and its subsidiaries, by way of a statutory plan of arrangement (the “Valens Transaction”). The Valens Transaction consideration was comprised of (i) the assumption of Valens’ $ 60 million non-revolving term loan facility from its then existing lender, (ii) an aggregate 27.6 million SNDL common shares valued at $ 84.0 million based on the fair value of each common share of the Company on the closing date ( 0.3334 of a SNDL common share for each Valens common share), and (iii) contingent consideration valued at $ 0.6 million representing the fair value of Valens stock options. Valens is a manufacturer of cannabis products providing proprietary cannabis processing services, in addition to product development, manufacturing, and commercialization of cannabis consumer packaged goods. Valens products are formulated for the medical, health and wellness, and recreational consumer segments. The Company engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed and related deferred income tax impacts, if any. The fair value of consideration paid was as follows: Provisional Adjustments Final Valens loan facility 61,512 — 61,512 Issuance of common shares 83,953 — 83,953 Contingent consideration — 602 602 145,465 602 146,067 Th e fair value of the assets and liabilities acquired was as follows: Provisional Adjustments Final Cash 3,615 — 3,615 Accounts receivable 21,361 — 21,361 Marketable securities 876 — 876 Prepaid expenses and deposits 4,980 — 4,980 Inventory 14,140 — 14,140 Assets held for sale 6,330 — 6,330 Right of use assets 2,882 — 2,882 Property, plant and equipment 63,030 ( 10,938 ) 52,092 Intangible assets 2,285 ( 785 ) 1,500 Goodwill 68,697 12,325 81,022 Accounts payable and accrued liabilities ( 34,185 ) — ( 34,185 ) Contractual obligation ( 5,339 ) — ( 5,339 ) Lease liabilities ( 3,207 ) — ( 3,207 ) 145,465 602 146,067 Valens subsidiary Green Roads, Inc. (“Green Roads”) was sold and has been classified as held for sale and discontinued operations (note 6). Valens facility located in Mission, British Columbia was also classified as held for sale and was disposed of during the current year (note 13). The financial statements incorporate the operations of Valens commencing January 18, 2023. During the period January 18, 2023 to December 31, 2023 the Company recorded gross revenues of $ 99.1 million and net loss of $ 85.8 million fro m the Valens operations. Had the Valens Transaction closed on January 1, 2023, management estimates that for the period January 1, 2023, to January 17, 2023, revenue would have increased by $ 4.2 million and net loss would have increased by $ 2.1 million. In determining these amounts, management assumes the fair values on the date of acquisition would have been the same as if the acquisi tion had occurred on January 1, 2023. The Company incurred costs related to the Valens Transaction of $ 2.8 million w hich have been included in transaction costs for the year ended December 31, 2023. D) Superette On February 7, 2023, the Company acquired the right, title and interest in (i) five Superette retail locations within Toronto and Ottawa; (ii) the intellectual property rights related to the Superette brand; and (iii) the shares of Superette Ontario (collectively, the “Superette Transaction”). The Superette acquisition consideration was comprised of the extinguishment of the Company’s promissory note. The fair value of consideration paid was as follows: Extinguishment of promissory note 2,625 2,625 The fair value of the assets and liabilities acquired was as follows: Cash 80 Accounts receivable 30 Prepaid expenses and deposits 141 Inventory 371 Right of use assets 1,129 Property, plant and equipment 2,077 Accounts payable and accrued liabilities ( 74 ) Lease liabilities ( 1,129 ) 2,625 The financial statements incorporate the operations of Superette commencing February 8, 2023. During the period February 8, 2023 to December 31, 2023 the Company recorded gross revenues o f $ 3.8 million and net loss of $ 2.0 million from the Superette operations. Had the Superette Transaction closed o n January 1, 2023, management estimates that for the period January 1, 2023, to February 7, 2023, revenue would have increased by $ 0.5 million and net loss would have increased by $ 0.1 million. In determining these amounts, management assumes the fair values on the date of acquisition would have been the same as if the acquisition had occurr ed on January 1, 2023. The Company incurred costs related to the Superette Transaction of $ 0.7 million which have been included in transaction costs for the year ended December 31, 2023. E) Inner spirit On May 5, 2021, the Company and Inner Spirit Holdings Ltd. (“Inner Spirit”) announced that they had entered into an arrangement agreement pursuant to which the Company acquired all of the issued and outstanding common shares of Inner Spirit (the “Inner Spirit Transaction”). The Inner Spirit Transaction closed on July 20, 2021 . The Inner Spirit Transaction consideration was comprised of (i) an aggregate $ 92.6 million cash ($ 0.30 in cash for each Inner Spirit common share), (ii) an aggregate 2.4 million SNDL common shares valued at $ 26.2 million based on the fair value of each common share of the Company on the closing date ( 0.00835 of a SNDL common share for each Inner Spirit common share) and (iii) contingent consideration valued at $ 1.2 million representing the fair value of Inner Spirit warrants. The Company engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed and related deferred income tax impacts. The fair value of consideration paid was as follows: Provisional Adjustments Final Cash 92,583 — 92,583 Issuance of common shares 26,216 — 26,216 Contingent consideration 1,150 — 1,150 119,949 — 119,949 The fair value of the assets and liabilities acquired was as follows: Provisional Adjustments Final Cash 9,808 — 9,808 Accounts receivable 750 ( 327 ) 423 Prepaid expenses and deposits 853 — 853 Inventory 2,733 2,011 4,744 Right of use assets — 5,730 5,730 Property, plant and equipment 12,108 ( 5,730 ) 6,378 Intangible assets — 46,000 46,000 Net investment in subleases 23,751 50 23,801 Goodwill 114,537 ( 42,041 ) 72,496 Accounts payable and accrued liabilities ( 2,678 ) — ( 2,678 ) Convertible debentures ( 12,025 ) — ( 12,025 ) Lease liabilities ( 29,481 ) ( 50 ) ( 29,531 ) Financial guarantee liability ( 407 ) — ( 407 ) Deferred tax liability — ( 5,643 ) ( 5,643 ) 119,949 — 119,949 The Company recorded adjustments to the fair value in the third quarter of 2022 to reflect additional information and greater certainty with respect to management estimates pertaining to facts and circumstances that were either unknown or uncertain at the date of acquisition. These adjustments related to changes in preliminary valuation assumptions, including refinement of accounts receivable, inventory, net investment in subleases, lease liabilities and amounts allocated to intangible assets and deferred tax liability. All measurement period adjustments were offset to goodwill. |