Aurora 2018 Annual Report
Aurora 2018 Annual Report
Aurora 2018 Annual Report
INTEGRATION
DIVERSIFICATION
30
Competitor 2
25
Quarterly Revenue (C$mm)
20
15
Competitor 1
10
0
31-Dec-14
31-Mar-15
30-Jun-15
30-Sep-15
31-Dec-15
31-Mar-16
30-Jun-16
30-Sep-16
31-Dec-16
31-Mar-17
30-Jun-17
30-Sep-17
31-Dec-17
31-Mar-18
30-Jun-18
Despite receiving its license from Health Canada 18 months after its largest competitors, Aurora
has dramatically scaled production capacity and total revenue through a mix of rapid organic growth
and strategic acquisitions that have produced the preeminent global cannabis leader.
1 Pro-forma revenue includes Aurora, CanniMed, and MedReleaf for all periods presented.
Through carefully targeted acquisitions and the rapid development of its production facilities,
Aurora has quickly expanded its total revenue base while broadening and diversifying its high-
margin product offerings.
Today, Aurora’s growth is driven by a broad mix of revenues from across the cannabis industry
value chain, including: Dried Flower, Oil, Patient Counselling, Hemp Products, Home Cultivation,
Accessories and Facility Construction.
Aurora will continue to expand its portfolio of products by leveraging the industry’s most
experienced science, and research and development teams, created through the combination
of the teams at Aurora, CanniMed, MedReleaf and Anandia.
206%
60
50
Reported Revenue (C$mm)
40
30
20
10 Dried Flower
Oil
Counselling Services
0 Other1
Q1 2018
Q2 2018
Q3 2018
Q4 2018
Fiscal 2017
Fiscal 2018
1 Other reported revenue includes Hempco, BC Northern Lights, Urban Cultivator Inc. and Aurora Larssen Projects Ltd.
ABOUT STRATEGIC
RATIONALE
TSX: CLIQ Alcanna retails adult beverages Rapid development of a
including beer, wine, spirits, and after Canadian, Aurora branded,
October 17, 2018, cannabis products retail network
through Aurora branded stores
TSX/V: RTI Radient extracts compounds from Consistent, efficient and
biological material using a patented high-quality cannabis ex-
platform that provides superior purity, tract production
yield, and cost outcomes
TSX/V: N Namaste distributes vaporizers and Expands Aurora’s smoke-
smoking accessories through e-com- free product offering for TOTAL AMOUNT INVESTED TO DATE
merce sites in 26 countries with five customers
$326.6
global distribution hubs
TSX/V: HEMP Hempco manufactures and sells Provides access to a low-
hemp seed food products for human cost raw material for the
and animal consumption. potential production of CBD
extracts MILLION
ASX: CAN Cann Group is building a world-class Develops Aurora’s inter-
Australian business to take advan- national operations in
tage of opportunities in the emerging Australia FAIR MARKET VALUE (JUNE 30, 2018)
$698.6
medicinal cannabis industry.
Private Capcium is a contract manufacturing Expands Aurora’s differenti-
platform specializing in softgel encap- ated, higher-margin product
sulation, providing high-value, high offerings
quality cannabis product
OTC: CTTH CTT provides safe, flexible, simple Provides exclusive access to
MILLION
and innovative drug delivery systems CTT’s product development
for pain management therapies and pipeline, including oral thin
treatments film wafers UNREALIZED GAIN ON INVESTMENT
$372.0
CSE: MWM Micron Waste is a leading organic Cost efficient and environ-
waste technology company that de- mentally friendly waste
veloped an on-site system that turns disposal technology
organic waste into clean water
CSE: CHOO Choom delivers elevated experiences Positions Aurora to par- MILLION
through curated retail environments, ticipate in the emerging
handcrafted cannabis supply, and craft cultivation market and
brand diversity for consumers Chooms Western Canada
retail strategy
TSX: TGOD TGOD is a Canadian licensed pro- Aurora has the right to pur-
ducer, growing high quality, organic, chase up to 20% of TGOD’s
medical cannabis with sustainable, annual production of organic
all-natural principles cannabis from TGOD’s
Ancaster and Valleyfield
facilities
Aurora remains committed to servicing the medical needs of its expanding base of registered
patients gained through the combination of Aurora, CanniMed & MedReleaf. The additional
production capacity coming online within the next 12-18 months will ensure Aurora can continue
to meet the demand of its patients while capitalizing on the significant opportunities ahead in the
domestic and global cannabis industry.
6,000,000 70,000
1
60,000
Grams of Dried Flower Equivalents
5,000,000
2
Registered Medical Patients
50,000
4,000,000
40,000
3,000,000
30,000
2,000,000
20,000
DEC-16
MAR-17
JUN-17
SEP-17
DEC-17
MAR-18
JUN-18
1 Grams of Dried Flower Equivalents Produced and Sold is a pro forma figure; and includes contributions of CanniMed and MedReleaf.
2 Registered Medical Patients is a pro-forma figure; and includes patients gained through the acquisition of CanniMed and MedReleaf.
$1.91 $2.09
Q4 2017 Q4 2017
11% 11%
$1.70 $1.87
Q4 2018 Q4 2018
DENMARK >500,000
kg/year
AURORA NORDIC
AURORA SKY
AURORA
MOUNTAIN
CANNIMED
AURORA SUN
MEDRELEAF MARKHAM
MEDRELEAF EXETER MEDRELEAF BRADFORD
1 Cash Cost to Produce and Cash Cost to Sell are non-IFRS measures and are not a recognized, defined or a standardized measure under IFRS.
These measures as well as other non-IFRS financial measures reported by Aurora are in the “Non-IFRS Measures” section of the Financial Review.
CANADA
MEXICO
CAYMAN ISLANDS
COLUMBIA
BRAZIL
Sales and operations
across five continents
URUGUAY2
DENMARK1
LITHUANIA
GERMANY
SPAIN2
ITALY
MALTA ISRAEL
SOUTH AFRICA
AUSTRALIA
1 Aurora Nordic will focus on the cultivation and sales of cannabis in Denmark, Sweden, Norway, Finland and Iceland through
Aurora’s wholly-owned subsidiary, Aurora Deutschland GmbH.
2 Through the planned acquisition of ICC Labs, Aurora gains entry to Uruguay and Spain.
Today, Aurora is vertically integrated and horizontally diversified across every key segment of the
cannabis value chain, from facility engineering and design to cannabis breeding, genetics research,
production, derivatives, high value-add product development, home cultivation, wholesale and
retail distribution.
JUNE 2017 SEPT 2017 DEC 2017 MAR 2017 JUNE 2018 SEPT 2018
Fiscal 2018 was a year of tremendous progress in We recognized at an early stage that effectively
which Aurora continued to execute consistently on integrating acquisitions would be key to our success;
its high-paced expansion strategy. We have worked and, as a result, integration is now one of our core
tirelessly and with clear focus towards establishing a competencies. As a measure of our effectiveness,
company that meets what we believe are the critical the integration of CanniMed was completed within
success factors in becoming a scale and margin the targeted 90 days; and, we have now started to
leader in the cannabis industry. We believe we are accelerate its patient registration, improve cultivation
exceptionally well positioned to capitalize on the techniques to increase yield, grow revenue, and
enormous opportunity presented by the domestic further product development and international
and international cannabis markets. expansion. This same focus on execution is now being
applied to the integrations of both MedReleaf and
To further demonstrate our successful execution, Anandia; creating a seamlessly vertically integrated
this time last year, we had one fully-licensed cannabis company. These transactions enable us
operational facility, two facilities under construction, to capture margin throughout the value chain, with
a funded capacity of 108,500kg of cannabis per an unparalleled ability to access new and restrictive
year, and were active in three countries. Presently, markets with a growing portfolio of innovative high-
we have seven facilities licensed for production margin products and services.
and five sales licenses. We are on target to have 11
facilities with a combined funded capacity in excess While scale is important, we believe that scale
of 500,000kg of cannabis per year. We expanded transforms into sustainable leadership only when
internationally with operations, investments and/or combined with the ability to consistently produce the
sales on six continents. We have a rapidly growing highest quality products at very low production costs.
and well diversified portfolio of high-quality value To this end, we are developing what we call Sky Class
add products; as well as a robust product pipeline, facilities, named after Aurora Sky, the world’s most
multiple medical and recreational brands, and an technologically advanced cannabis production facility
industry leading science and innovation team. to date. These facilities are best described as massive
scale, indoor facilities with a specialty glass roof.
We have grown significantly from a human resource The closed system nature of the facilities enables
perspective organically by recruiting at a rapid pace full control of all environmental variables, ensuring
and through several transformational acquisitions. consistently high product quality, while a high degree
At this time last year, we employed 300 people; and of automation and other yield optimizing technologies
are now exceeding 1,400. deliver substantial economies of scale. To illustrate
this point, at Aurora Mountain, Canada’s first purpose
While continuing to rapidly grow organically,
built indoor facility, produces some 4,800 kg per year
mergers and acquisitions are a core element of our
of cannabis, requiring approximately 125 people.
strategy that has enabled us to grow from a company
Aurora Sky, once up to full capacity, will produce
that was over 18 months behind our competitors some 100,000 kg per year of high quality cannabis,
from obtaining our first sales license, to now being using only approximately 380 people to do so. As a
an industry leader. We have completed 20 result, we anticipate that our Sky Class facilities will
transactions in the past two years starting with the have production costs of well below $1 per gram.
acquisition of CanvasRx, the country’s leading
patient counselling and physician education outreach Aurora Sky is now nearly fully operational, and we
organization, through to our most recent major are ramping up to full capacity, anticipating that the
acquisitions of CanniMed, MedReleaf and Anandia facility will produce more than 8,000 kg each month
Labs, three key players in the international cannabis by the beginning of 2019. In addition, we are in the
sector.
VERTICALLY INTEGRATED
Aurora Sun and Aurora Nordic, with a combined at the same time offering competitively priced
anticipated production capacity of around 270,000 products. This strategic objective is spearheaded
kg per year. With a sales license for Aurora Vie, the by the industry’s most experienced science, and
addition of the CanniMed and the two MedReleaf research and development team resulting in an
facilities, and with plants in Aurora Nordic Phase I, we expanding portfolio of products, such as topicals,
are dramatically increasing production and therefore capsules, gel caps, soft gels, pre-rolls. We are
our revenue generating potential while realizing developing a robust pipeline of marketable IP, novel
economies of scale. drug delivery technologies and additional form
factors. The combination of the teams at Aurora,
We have developed our key distribution channels
CanniMed, MedReleaf and Anandia creates not just
with multiple agreements to supply Provincial
the world leading cannabis science team, it creates
buyers upon the commencement of adult consumer
capabilities throughout the value chain, enabling us to
use on October 17, 2018. We will supply Canada’s
accelerate development of the company and support
largest pharmacy chains, such as Shoppers Drug
our goal of becoming the margin leader.
Mart and Pharmasave, which are anticipated to
become important sales channels in the Canadian Today, Aurora is vertically integrated and horizontally
cannabis markets. diversified across every key segment of the cannabis
value chain, from facility engineering and design, to
We have also invested in Alcanna, Canada’s largest
cannabis breeding, genetics research, production,
alcohol retailer. Alcanna is well positioned to open
derivatives, high value-add product development,
the maximum allowed number of 37 stores in Alberta
home cultivation, wholesale and retail distribution.
in year one of adult consumer use; and, is planning to
We are focused on all the critical success factors
open additional stores throughout the country in
that we believe will make Aurora the pre-eminent
provinces where private retail will be permitted.
cannabis company globally.
Beyond our borders, the international medical
We have also made a number of strategic
opportunity promises to be huge. With external
investments, which have generated both
analysts estimating the global medical market
competitive advantages and substantial value for
to grow to approximately 10 million kg per year,
our shareholders. Our portfolio includes The Green
dwarfing the currently announced funded capacity of
Organic Dutchman, Cann Group Limited, Alcanna,
the entire cannabis industry. We recognized the
Radient Technologies, Choom Holdings, Micron
potential of the international markets early; and have
Waste, Wagner Dimas, Evio, CTT Pharmaceuticals
made great progress in leveraging our first mover
and Capcium. In fact, our total unrealized gain on
advantage by entering a large and growing number of
investment in public companies approaches $360
international markets. We are the European Union’s
million as at June 30, 2018.
(EU) largest distributor of medical cannabis providing
access to restrictive markets which generally require Looking to 2019, we will continue to execute on
EU Good Manufacturing Practices (GMP) certified our aggressive growth strategy supported by the
facilities. We own three of the world’s seven incredible dedication and hard work of our people.
designated facilities. We are now active in six Through them, Aurora’s standards continue to set
continents; and, are actively targeting additional the industry benchmarks for execution; and I look
markets. forward to sharing new and exciting developments
with you as we reach new milestones on our journey.
On behalf of the Aurora team, I want to thank you for
your ongoing support.
“Signed”
Consequently, Aurora has been executing on an aggressive growth strategy that is focused on
developing a vertically integrated company with a diversified portfolio offering.
SCALE
Develop large scale, highly
efficient production capacity
in diverse geographic markets
to serve the global demand for
medical cannabis.
SCIENCE INNOVATION
Develop and acquire mar- Develop, adopt and acquire
ketable intellectual property innovations across the entire
while strengthening our global cannabis industry value chain
medical brand and generating to deliver efficiencies and cre-
increased visibility ate competitive advantages.
COST OF
PRODUCTION
Adopt a purpose-built,
high-technology, automated,
yield optimized facility model
that is replicable across the
DIVERSIFICATION Company’s different markets, BRANDS
Develop a broad portfolio of ensuring consistently high- Create unique brands and
high value-add products to quality cannabis products, customer experiences that
deliver higher margins. produced at low costs. resonate both with the medical
community and the adult
consumer use market to help
DISTRIBUTION capture market share.
11 >500,0001 kg/year
VERTICALLY INTEGRATED
Production Funded
Facilities Capacity
Aurora
• •
Mountain View, 55,200 ft2 4,800 kg/year Operating since 2015
Mountain Alberta, Canada
Aurora
• •
Pointe Claire, 40,000 ft 2
4,000 kg/year Operating since June 2018
Vie Quebec, Canada
Aurora
•
Lachute, Quebec, 48,000 ft2 4,500 kg/year Facility construction
Eau Canada completed
Aurora
•
Edmonton, 800,000 ft2 >100,000 kg/year Full facility to be completed
Sky Alberta, Canada by end of 2018
Aurora Medicine Hat, 1,200,000 ft2 >150,000 kg/year Currently under construc-
Sun Alberta, Canada tion. Estimated completion
H1 2020
CanniMed
• •
Saskatoon, 97,000 ft2 19,000 kg/year Operating since 2004.
Saskatchewan, Upgrading to EU GMP
Canada specifications
MedReleaf
• •
Markham, 55,000 ft2 7,000 kg/year Operating since 2014
Markham Ontario, Canada
MedReleaf
• •
Bradford, 210,000 ft2 28,000 kg/year Expansion underway from
Bradford Ontario, Canada 9,500 kg to 28,000 kg/ year.
Expected to be completed
by end of 2018
MedReleaf Exeter, Ontario, 1,000,000 ft2 105,000 kg/year Land and building
Exeter Canada purchased
1 The sum of Aurora’s announced funded capacity is 500,000+ kg per year, which includes Aurora’s proportionate share of TGOD’s funded
capacity of 23,000 kg per year.
VERTICALLY INTEGRATED
CanvasRx, a wholly owned subsidiary of Aurora, is Canada’s trusted resource and marketplace,
enabling you to develop a better understanding of medical marijuana and its various strains and
uses, as well as information on licensed producers in Canada. With 28 facilities in operation
nationwide, CanvasRx is a leading Canadian network of cannabis counseling and outreach centres.
To date CanvasRx has assisted over 42,200 patients. Over 9,500 medical doctors across Canada have
referred patients to CanvasRx and its affiliated medical clinics.
This collaboration will see Aurora produce and deliver accredited pharmacy education programs
to Canadian pharmacists and eventually distribute medical cannabis through pharmacists
across Canada.
With the EU GMP certification of Aurora Mountain, MedReleaf Markham and Pedanios GmbH,
Aurora is one of only a handful of companies globally with this pharma-grade designation across
both production and distribution facilities in Canada and Germany respectively, allowing it to sell
into the most restrictive and promising markets in the EU, such as Italy.
International Distribution
ACTIVE INTERNATIONAL MEDICAL MARKETS:
Reflecting the importance of the European market, Aurora has established a pan-European
company, Aurora Europe GmbH, headquartered in Berlin, Germany. Furthermore, the Company
has incorporated a number of local subsidiaries, an important step towards becoming part of
the cannabis infrastructure in each of these countries.
Pedanios GmbH, Europe’s largest distributor of cannabis, will henceforth operate as Aurora
Deutschland GmbH, while the Company has also formed Aurora Italia, Aurora Malta and
Aurora Denmark, as well as a number of other, local companies. Aurora currently employs
over 70 people in Europe and anticipates this number to grow substantially over the coming
quarters as the Company expands its business activities across the continent.
DENMARK DEUTSCHLAND
EUROPE
MALTA ITALIA
VERTICALLY INTEGRATED
supply cannabis for the entire Canadian adult consumer market, once legalized. Under the terms
of these current and prospective agreements, Aurora will supply the provinces with a wide variety
of premium product from its facilities. Supply quantities will be determined based on demand on an
ongoing basis.
NORTHWEST TERRITORIES
LIQUOR COMMISSION
BRITISH COLUMBIA
LIQUOR DISTRIBUTION
BRANCH CANNABIS NEWFOUNDLAND
• Alcanna will build, own and operate the new cannabis stores, leveraging its experience and
expertise as a responsible retailer of controlled substances.
• Alcanna is currently converting several of its existing liquor stores into cannabis retail outlets and
will work with commercial landlords to secure a multitude of locations where permitted.
• Alcanna will retain Aurora through CanvasRx, CanniMed and MedReleaf, which have deep
experience working with cannabis users, and unparalleled data regarding efficacy and customer
experience to assist in training its in-store associates known as Category Specialists.
VERTICALLY INTEGRATED
Consumer Use Brands
Aurora has secured a broadly diversified portfolio of three recognizable and well- established
cannabis brands, including Aurora, CanniMed and MedReleaf, and consumer and wellness brands,
such as San Rafael ‘71, Woodstock and AltaVie.
These brands are backed by award-winning products, detailed consumer and marketplace insights
and advanced analytical frameworks.
ACQUISITIONS
MAR 2018 JUNE 2018 JULY 2018 AUG 2018 SEP 2018 SEP 2018
AUG 2016 MAR 2017 MAY 2017 OCT 2017 OCT 2017 DEC 2017 DEC 2017
01 02 03 04 05
BUILDING CULTIVATION & PLANT SCIENCE & DISTRIBUTION CONSUMER
EXTRACTION PRODUCT R&D ENGAGEMENT &
BRANDS
DEC 2016 MAR 2017 JUNE 2017 SEP 2017 JAN 2018
JAN 2018 MAY 2018 JUNE 2018 FEB 2018 JUNE 2018 JULY 2018
STRATEGIC INVESTMENTS
TABLE OF CONTENTS
This MD&A should be read in conjunction with the Company’s audited Consolidated Financial
Statements for the year ended June 30, 2018 and notes thereto (the “Financial Statements”) which
have been prepared in accordance with International Financial Reporting Standards (“IFRS”).
The Financial Statements include the accounts of the Company and its wholly-owned subsidiaries,
Aurora Cannabis Enterprises Inc. (“ACE”), Aurora Deutschland GmbH (“Aurora Deutschland”),
CanniMed Therapeutics Inc. (“CanniMed”), Aurora Larssen Projects Ltd. (“ALPS”), CanvasRX Inc.
(“CanvasRX”), Peloton Pharmaceuticals Inc. (“Peloton” or “Aurora Vie”), H2 Biopharma Inc. (“H2”
or “Aurora Eau”), B.C. Northern Lights Enterprises Ltd. (“BCNL”), Urban Cultivator Inc. (“UCI”), and
Hempco Food and Fiber Inc. (“Hempco”). All significant intercompany balances and transactions
have been eliminated on consolidation.
The Company has reclassified certain immaterial items on the comparative consolidated
statement of comprehensive loss to conform with current period’s presentation and improve
clarity.
All dollar amounts referred to in this MD&A are expressed in thousands of Canadian dollars, except
for share and per share amounts, and where otherwise indicated.
The Company believes that these non-IFRS financial measures, in addition to conventional
measures prepared in accordance with IFRS, enable investors to evaluate the Company’s
operating results, underlying performance and prospects in a manner similar to Aurora’s
management. These non‑IFRS financial performance measures are defined in the following
sections.
As there are no standardized methods of calculating these non-IFRS measures, the Company’s
approaches may differ from those used by others; and accordingly, the use of these measures
may not be directly comparable. Accordingly, these non-IFRS measures are intended to provide
additional information and should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with IFRS.
The Company’s principal business is the production and distribution of medical cannabis in
Canada and internationally. The Company produces and distributes dried medical cannabis and
cannabis oils in Canada pursuant to the Access to Cannabis for Medical Purposes Regulations
(“ACMPR”) through its wholly-owned subsidiary, Aurora Cannabis Enterprises Inc. (“ACE”),
distributes wholesale medical cannabis in the European Union pursuant to the German Medicinal
Products Act and German Narcotic Drugs Act, and in Italy through the January 2018 tender
process.
Aurora does not engage in any U.S. cannabis-related activities as defined in Canadian Securities
Administrators Staff Notice 51-352. While the Company has held an interest in Australis Holdings LLP
(“Australis Holdings” or “AHL”)), a U.S. based company, as at June 30, 2018, AHL has not engaged
in any cannabis-related activities for the periods ended. Additionally, AHL was spun-out to Aurora
shareholders as part of the Australis Capital Inc. spin-out completed subsequent to June 30, 2018.
Aurora is one of the world`s largest and fastest growing cannabis companies and has created a
growing constellation of subsidiaries and strategic partnerships that provide differentiation in terms
of geographic reach, production, technology, product offering, and execution.
With a growing number of countries adopting medical cannabis legislation, the Company has
embarked on an aggressive international expansion strategy that currently sees Aurora with
operations and investments in Germany, Denmark, Italy, Australia, Cayman Islands, Malta,
Lithuania, and South Africa.
2018
(in thousands except as otherwise noted) Q4 Q3 Q2 Q1 Total
Financial Results
Rev enue $ 19,147 $ 16,100 $ 11,700 $ 8,249 $ 55,196
( 1)
Gross margin on medical cannabis 74% 59% 63% 58% 65%
Earnings (loss) 79,268 (20,795) 7,194 3,560 69,227
Balance Sheet
Cannabis inv entory and biological assets 41,031 29,162 17,325 16,846 41,031
Total assets 1,910,716 1,671,400 732,394 347,834 1,910,716
The Company’s financial results for the fourth quarter continued to show strong growth in medical
dried cannabis and cannabis oil sales. Compared to the prior quarter, medical cannabis revenue
increased by 38%, while at the same time allowing for a significant increase in inventory. Cannabis
inventory and biological assets increased 41% from the prior quarter in preparation for the
commencement of the Canadian adult-use market on October 17, 2018.
Compared to Q4 2017, total revenue increased by 223%, primarily due to an increase in the
number of active registered patients, increased product availability and the consolidation of the
results of acquisitions.
Aurora’s Mountain facility continued to produce high quality cannabis at optimal levels. However,
with additional production from new facilities just coming online, the Company chose to constrain
international sales to properly serve the Canadian medical market, while also building inventory in
anticipation of the legalization of the Canadian adult-use market. With Aurora Vie, Sky, and
MedReleaf facilities now operational, and with CanniMed yield improvements, this was a short-
term constraint.
Cash cost of sales per gram of dried cannabis sold and cash cost to produce per gram of dried
cannabis sold increased by $0.07 and $0.17 respectively from the prior quarter, mainly due to the
inclusion of CanniMed’s higher per unit production costs, partially offset by lower utility costs in the
summer months. The Company has continued to drive yield and efficiency improvements at
CanniMed and is now realizing significant rewards.
Production costs per gram are expected to decrease significantly once Aurora Sky is fully
operational and the efficiencies from automation, scale and yield expertise are also realized in
the CanniMed facilities and other newly acquired Aurora facilities. Management expects that
cash costs to produce a gram of cannabis at a Sky Class facility will be well below $1.00 per gram.
During the fourth quarter of 2018, Aurora continued to ramp up investments in infrastructure and
talent required to realize the tremendous opportunities in the Canadian and international medical
cannabis markets, and the upcoming Canadian adult-use market. Across the company,
headcount increased from 300 at June 30, 2018 to over 1,400 currently.
General and administration costs increased primarily due to professional fees related to the
significant volume of strategic corporate transactions, compliance, and other general corporate
matters; travel costs resulting from increased market development and integration activities; and
higher wages and benefits from additional headcount to support the Company’s growth and
strategic objectives. The inclusion of CanniMed’s general and administrative cost accounted for
25% of the increase overall.
Sales and marketing costs also increased compared to the third quarter of fiscal 2018. The increase
was primarily due to significant investment in the Company’s overall brand building initiatives,
including consumer education and engagement activities in preparation for the impending adult-
use market in Canada. The inclusion of CanniMed’s sales and marketing cost accounted for 19%
of the increase overall.
The Company continued to invest heavily in production facilities and strategic assets. Aurora is
building a diversified and vertically integrated company that can realize the tremendous
opportunity of the global cannabis markets.
During fiscal 2018, Aurora made a number of investments in publicly traded companies that
provide a significant strategic advantage for the company. These companies include TGOD,
Radient, Alcanna, and Cann Group, as well as a number of others. The Company reflects these
investments in its IFRS financial statements as either Marketable Securities, Derivatives, Investments
in Associates and/or Joint Ventures. However, under IFRS, these are not necessarily all reflected at
current market value. For the publicly traded companies that Aurora has invested in, the market
value of the shares, and “in-the-money” warrants and options at June 30, 2018 was $697.6 million.
On August 20, 2018, the Company fully converted its debenture into common shares of
CTT.
TGOD is currently completing a 14,000 kg per year facility in Ancaster, and constructing an
820,000 square foot, 104,000 kg per annum, high-technology cannabis facility in Valleyfield,
Quebec. Aurora currently has rights to 20% of the production output from these two
facilities.
On June 14, 2018, the Company entered into a Funding Agreement pursuant to which
Aurora advanced $500,000 to ACI, in consideration for which ACI provided Aurora with the
Restricted Back-in Right, by issuing to Aurora:
i. a warrant to purchase 20% of the issued and outstanding shares of ACI at an exercise
price of $0.20 per share; and
ii. a warrant to purchase 20% of the issued and outstanding shares of ACI at an exercise
price equal to the five-day volume weighted average trading price of ACI’s shares on
the CSE.
Subsequent to June 30, 2018, the Company completed the spin-out of ACI and distributed
to Aurora shareholders, as a return of capital, units of ACI on the basis of one unit for every
thirty-four Aurora shares. Each unit consists of one unit share and one warrant exercisable
at $0.25 per warrant for a period of one year.
Aurora will supply SAQ with a wide variety of premium product from its facilities in Quebec,
and elsewhere based on consumer demand. Supply quantities will be determined based
on demand with no set maximum, and a minimum of 5,000 kg for the first year.
Acquisitions
The transaction creates strong strategic synergies, in particular for the domestic and
international medical cannabis markets, in terms of distribution, product development, and
branding. Integration of CanniMed into Aurora is complete and acceleration of
CanniMed’s production and other operations has commenced.
j) Exporting to Italy
On April 13, 2018, Aurora completed the first ever successful delivery of privately exported
medical cannabis from Canada to the Italian government through its wholly-owned
German subsidiary Aurora Deutschland GmbH (“Aurora Deutschland,” formerly “Pedanios
GmbH”).
This export followed Aurora and Aurora Deutschland’s success in winning a highly-
competitive EU-wide public tender to supply medical cannabis to the Italian government
through the Italian Ministry of Defense, who oversee medical cannabis production and
distribution in Italy.
Facility Development
m) Aurora Sun
On April 16, 2018, Aurora acquired approximately 71 acres of land in Medicine Hat, Alberta,
for the construction of “Aurora Sun”, a highly automated cannabis production facility with
ultra-low operating costs and robust margins. The facility will be 1,200,000 square feet, 50%
larger than Aurora's Sky.
d) Supply Agreements
On July 5, 2018, Aurora entered into an agreement with the Alberta Gaming Liquor &
Cannabis Commission("AGLC") to supply high-quality cannabis products for the adult-use
market in Alberta. The AGLC is responsible for regulating private retail cannabis licensing,
distribution of cannabis to retail stores, and operation of an online cannabis store for the
Albertan market.
On August 21, 2018, Aurora and its wholly-owned subsidiary, MedReleaf, entered into
supply agreements with Ontario Cannabis Stores, a key market in the Company's adult-use
strategy. When government-run online sales commence on October 17, Aurora and
MedReleaf will supply a broad range of dried flower and higher margin products, such as
pre-rolls, oils and capsules
Opportunities to increase Aurora's and CanniMed's international reach are also being
pursued through CanniMed's relationships in South Africa, the Cayman Islands, and
Australia. CanniMed continues to ship oils to both of the latter jurisdictions.
Under the terms of the Amended Arrangement Agreement dated May 23, 2018, holders of
MedReleaf common shares received 3.575 common shares of Aurora and $0.000001 cash
for each MedReleaf common share held. The Company issued an aggregate of
370,120,238 common shares with a fair value of $2,568,634 and 14,033,784 replacement
stock options. The exercise price of the stock options is based on the exercise price per
MedReleaf stock options adjusted for the Exchange Ratio.
The Transaction, once approved, creates a strong foundation for expansion and will
leverage ICC's first mover advantage in South America, bringing significant low-cost
production capacity of both THC and CBD based products in both Uruguay and Colombia.
ICC presently has over 70% market share in Uruguay, the first country in the world to legalize
cannabis for adult-use. In addition, ICC has extensive distribution channels throughout
South America and internationally.
International Developments
o) MED Colombia
Through the acquisition of MedReleaf, the Company now owns MED Colombia, a licensed
cannabis company in Colombia with substantial grow potential and a strong portfolio of
genetics. Upon successful completion of the ICC acquisition, MED Colombia will become
part of Aurora’s South American platform.
p) Australia
Aurora recently exported oil products to Australia, which were supplied to patients through
its partially-owned strategic partner Cann Group. Cann Group has announced it will be
constructing an ALPS (Aurora Larssen Projects) designed high-technology, hybrid
cultivation facility at the Melbourne International Airport. Aurora and its wholly-owned
subsidiary Anandia have also successfully exported plant tissue culture derived genetics for
Cann Group to enhance its cultivation program.
Aurora received its Health Canada license to produce encapsulated oil at its Mountain
facility. Aurora intends to produce unique, integral hard shells for the medical markets, as
well as for the adult-use market, once legalized.
Financing Activities
2018
(in thousands except as otherwise noted) Q4 Q3 Q2 Q1 Total
Financial Results
Rev enue $ 19,147 $ 16,100 $ 11,700 $ 8,249 $ 55,196
( 1)
Gross margin on medical cannabis 74% 59% 63% 58% 65%
Earnings (loss) 79,268 (20,795) 7,194 3,560 69,227
Earnings (loss) attributable to Aurora Cannabis Inc. $ 79,870 $ (19,215) $ 7,721 $ 3,560 71,936
Balance Sheet
W orking capital 144,533 338,476 302,526 169,674 144,533
Cannabis inv entory and biological assets 41,031 29,162 17,325 16,846 41,031
Total assets 1,910,716 1,671,400 732,394 347,834 1,910,716
Balance Sheet
W orking capital 170,142 126,530 60,060 23,213 170,142
Cannabis inv entory and biological assets 11,791 8,694 5,718 3,103 11,791
Total assets 322,679 197,065 98,219 56,769 322,679
Medical Cannabis
Revenue
The Company primarily operates in the medical cannabis market which includes auxiliary support
functions such as CanvasRX patient counselling services, and Aurora Larssen Projects Ltd. (“ALPS”)
design, engineering and construction services.
2018 2017
(in thousands except as otherwise noted) Q4 Q3 Q2 Q1 Total Total
Medical cannabis segment revenue
Canadian dried cannabis $ 7,529 $ 6,304 $ 5,757 $ 4,641 $ 24,231 $ 14,679
Canadian cannabis oils 4,710 2,178 1,508 1,439 9,835 804
European dried cannabis 2,641 2,331 2,483 1,235 8,690 439
Medical cannabis rev enue 14,880 10,813 9,748 7,315 42,756 15,922
Patient counselling serv ices 1,553 591 866 923 3,933 2,145
Design, engineering and construction serv ices 1,239 2,979 - - 4,218 -
Other 85 97 32 11 225 -
Total medical cannabis segment rev enue 17,757 14,480 10,646 8,249 51,132 18,067
Other segment rev enues 1,390 1,620 1,054 - 4,064 -
Total revenue $ 19,147 $ 16,100 $ 11,700 $ 8,249 $ 55,196 $ 18,067
Medical cannabis revenue increased $4,067, or 38%, over the prior quarter. The increase in
revenue was primarily due to higher volumes of both dried cannabis and cannabis oils sold;
coupled with higher average selling prices relative to the prior quarter, both domestically and
internationally, due to the following factors:
• Both dried cannabis and cannabis oils sold increased over the previous quarter by 85,063
grams and 178,611 grams equivalents respectively. The inclusion of CanniMed’s sales in
the quarter accounted for 422,771 grams, or 33%, of total dried cannabis sold; and 221,240
grams equivalents, or 64%, of total cannabis oil gram equivalents sold. This was partially
offset by lower bulk sales as the Company increased its inventory reserves for the
impending legalization of the adult-use market in Canada.
• The average net selling price of dried cannabis increased by $0.72 per gram over the prior
quarter primarily due to higher prices charged on bulk orders as well as lower promotional
discounts offered to new patients. The average net selling price of cannabis oils increased
by $0.69 per gram equivalent primarily due to lower promotional discounts for new
patients.
Design, engineering and consulting services decreased by $1,740 due to the timing of services
provided.
Consolidated medical cannabis segment revenues for fiscal 2018 increased by $33,065, or 183%,
over the prior year primarily attributable to:
Gross Margin
2018 2017
(in thousands except as otherwise noted) Q4 Q3 Q2 Q1 Total Total
Medical cannabis segment rev enue $ 17,757 $ 14,480 $ 10,646 $ 8,249 $ 51,132 $ 18,067
Medical cannabis segment cost of sales 4,702 4,757 3,680 3,072 16,211 7,876
Gross profit on medical cannabis segment before fair v alue
( 1)
adjustments 13,055 9,723 6,966 5,177 34,921 10,191
Less: non-medical cannabis rev enue (2,792) (3,570) (866) (923) (8,151) (2,145)
Add: non-medical cannabis cost of sales 747 277 25 29 1,078 71
Gross profit on medical cannabis before fair v alue
adjustments ( 1) 11,010 6,430 6,125 4,283 27,848 8,117
Gross margin on medical cannabis before fair v alue
adjustments ( 1) 74% 59% 63% 58% 65% 56%
(1) Gross profit on medical cannabis is a non-IFRS financial measure and is calculate by taking the medical cannabis segment gross profit
excluding the effects of revenues and cost of sales from patient counselling services; and design, engineering, and construction
services. These are considered auxiliary support services for the medical cannabis market and do not directly relate to the production
of cannabis.
Gross margin on medical cannabis before the effect of changes in fair value for the three months
ended June 30, 2018, was 74% compared to 59% for the prior quarter. The increase was primarily
due to a higher average selling price per gram, and a change in the sales ratio of cannabis oils
to dried cannabis, as cannabis oils have higher profit margin relative to dried cannabis. For the
three months ended June 30, 2018, cannabis oils comprised 32% of total medical cannabis
revenues compared to 20% of total medical cannabis sales in the prior quarter.
Gross margin on medical cannabis before the effect of changes in fair value for the twelve months
ended June 30, 2018, was 65% compared to 56% in the prior year. The increase is mostly
attributable to an increase in the average selling price per gram; from lower cost of sales per gram
as the Company realized further economies of scale from the full ramp up of its Aurora Mountain
facility; and a change in the sales ratio of cannabis oils to dried cannabis. Cannabis oils made up
23% of medical cannabis revenues in the twelve months ended June 30, 2018, compared to 5%
in the prior year.
In accordance with IFRS, the Company is required to record its biological assets at fair value. As
biological assets move through the production process, capitalized production costs and the fair
value on the eventual sale of the cannabis from the plants are both recognized based on the
stage of completion of the biological assets. The fair value portion of the biological assets is
recognized as unrealized gains from the change in fair value of biological assets in the statement
of operations for the reporting period. At the time of harvest, the biological assets are transferred
to inventory and include capitalized production costs to date and the related fair value portion,
which is adjusted to the lower of cost or inventory net realizable value. On the eventual sale of
inventory, the fair value portion is relieved through unrealized loss on change in fair value on sale
of inventory reported in the results of operations.
Cash Cost of Sales of Dried Cannabis and Cash Cost to Produce Dried Cannabis Sold – Aurora
Produced Medical Cannabis
2018
(in thousands except as otherwise noted) Q4 Q3 Q2 Q1 Total
Total consolidated cost of sales $ 4,867 $ 6,827 $ 4,837 $ 3,072 $ 19,603
Adjustments:
( 1)
Non-medical cannabis cost of sales 135 (2,993) (1,889) (908) (5,655)
( 2)
Oil and extracts conv ersion costs (1,534) (862) (451) (217) (3,064)
Cost of cannabis purchased (108) (568) (536) (211) (1,423)
Cost of consumable raw materials (511) (350) (267) (197) (1,325)
Depreciation (301) (293) (203) (125) (922)
( 3)
Cash cost of sales of dried cannabis sold $ 2,548 $ 1,761 $ 1,491 $ 1,414 $ 7,214
Packaging costs (221) (265) (283) (295) (1,064)
( 3)
Cash cost to produce dried cannabis sold $ 2,327 $ 1,496 $ 1,208 $ 1,119 $ 6,150
Grams of dried cannabis sold - Aurora produced 1,366 979 856 653 3,854
( 3)
Cash cost of sales per gram of dried cannabis sold $ 1.87 $ 1.80 $ 1.74 $ 2.17 $ 1.87
( 3)
Cash cost to produce per gram of dried cannabis sold $ 1.70 $ 1.53 $ 1.41 $ 1.71 $ 1.60
(1) Non-medical cost of sales consists of patient counselling services and design, engineering and construction services. These are
considered auxiliary support services as they are not directly related to the production of medical cannabis.
(2) Oil and extracts conversion costs are costs attributable to the post-production processing of dried cannabis into cannabis derivatives.
(3) Cash cost of sales per gram of dried cannabis sold and cash cost to produce per gram of dried cannabis sold represent the cash cost
per gram sold by Aurora, including CanniMed’s costs in Q4 2018.
Cash cost of sales per gram of dried cannabis sold and cash cost to produce per gram of dried
cannabis sold increased by $0.07 and $0.17 respectively from the prior quarter, mainly due to the
inclusion of CanniMed, partially offset by lower utility costs in the summer months.
Grams of Dried Cannabis and Grams Equivalent of Oil Produced – Medical Cannabis
Grams of dried cannabis produced in the period refers to the grams of dried cannabis harvested
from plants in the period. The Company calculates grams produced in the period based on the
final recorded weight of dried harvested buds that have completed the drying stage net of any
weight loss during the drying process.
Grams equivalent of oil produced represents the equivalent number of dried grams that would
be used to produce the cannabis oils. The dried cannabis is first extracted into a bulk concentrate
which is then diluted into cannabis oil. The “grams equivalent” measure is used to disclose the
volume in grams, of oil sold and (or) produced in the period as opposed to milliliters. The actual
grams used in the production of cannabis oils can vary depending on the strain of dried cannabis
used which yields a different potency and strength in the oil. The Company estimates and converts
its cannabis oil inventory to equivalent grams based on the tetrahydrocannabinol (“THC”) and
cannabidiol (“CBD”) content in the cannabis oils.
Other Segments
The Company’s other reportable segments include its horizontally integrated businesses and
operating expenses.
Revenue
Other segment revenue of $4,067 relates to sales of hemp and home cultivation products,
attributable to acquisitions in the year.
Operating Expenses
2018 2017
(in thousands except as otherwise noted) Q4 Q3 Q2 Q1 Total Total
General and administration $ 22,557 $ 9,847 $ 7,568 $ 2,993 $ 42,965 $ 6,813
Sales and marketing 14,761 5,880 5,136 3,668 $ 29,445 10,270
Acquisition costs 8,025 5,543 1,756 340 $ 15,664 1,551
Depreciation and amortization 10,121 873 460 634 $ 12,088 716
Research and dev elopment 923 477 172 107 $ 1,679 314
Share-based payments 11,636 15,872 7,456 2,486 $ 37,450 7,584
Total operating expense $ 68,023 $ 38,492 $ 22,548 $ 10,228 $ 139,291 $ 27,248
General and administration costs increased by $12,710, or 129%, compared to the prior quarter.
The increase was primarily due to increased audit, legal and accounting fees relating to external
financial reporting, audit and tax fees, as well as consulting and legal fees related to the
acquisition of CanniMed. Travel costs increased due to market development, as well as
CanniMed integration activities. Wages and benefits increased as a result of growth in Aurora’s
workforce to support its corporate strategy. The inclusion of CanniMed’s general and
administrative cost accounted for $3,171, or 25%, of the increase overall.
Acquisition cost increased $2,482, or 45%, compared to the prior quarter mainly due to
professional, banking, and legal fees incurred in relation to the successful completion of the
acquisitions of both CanniMed and MedReleaf.
Depreciation and amortization expense increased by $9,248, or 1,059%, from the third quarter of
fiscal 2018 primarily due to the increase in assets in use at the Aurora Sky facility; as well as the
consolidation of CanniMed’s depreciation and amortization expense in the quarter.
Annual operating expenses were $112,043 higher than the prior year primarily due to an increase
in the following:
• General and administrative expenses of $36,152 in wages and benefits expense due to
increased headcount to support the growth of various aspects of the Company;
professional and transfer agent fees relating to strategic corporate transactions and
general corporate matters; and corporate office charges related to the expansion of
operations and business functions;
• Sales and marketing expense of $19,175 due to increased brand, public relations and
tradeshow activities;
• Acquisition costs of $14,113 related to horizontally diversified and vertically integrated
business acquisitions;
• Depreciation and amortization expense of $11,372 from additional capital assets in
operational use within Aurora Sky and other facilities; and
• Share-based payments of $29,866 from the issuance of stock options.
The inclusion of CanniMed’s results accounted for 9% of the annual increase in general and
administrative expenses; and 9% of the annual increase in sales and marketing expense.
The Company manages its liquidity risk by monitoring its operating requirements and preparing
budgets and cash forecasts to ensure it has sufficient funds to fulfill obligations.
The table below sets out cash and working capital as at June 30, 2018, and 2017:
The Company’s working capital as of June 30, 2018 was $144,533 compared to $170,142 as at
June 30, 2017. The decrease in working capital of $25,609 was largely attributable to an increase
in the accounts payable and accrued liabilities balance from the timing of payables related to
construction of our production facilities.
The table below summarizes total capitalization as at June 30, 2018, and 2017:
Total capitalization increased $1,483,522 compared to the prior year mostly due to an increase in
equity of $1,344,198 from the issuance of shares relation to strategic acquisitions; as well as from
the exercise and conversion of stock options, warrants and convertible debentures throughout
fiscal 2018.
On August 29, 2018, the Company closed a $200,000 debt facility with Bank of Montreal, consisting
of a $150,000 term loan and a $50,000 revolving credit facility, both of which will mature in 2021.
The new debt facility will shift the capital structure of the Company to include more traditional
debt financing which will lower the cost of capital. The Company anticipates that it will have
sufficient liquidity and capital resources to meet its planned expenditures for the next twelve
months.
The table below summarizes the Company’s cash flows for the years ended June 30, 2018, and
2017:
2018 2017
(in thousands except as otherwise noted) Q4 Q3 Q2 Q1 Total Total
Cash used in operating activ ities $ (45,121) $ (26,915) $ (4,657) $ (4,974) $ (81,667) $ (13,378)
Cash used in inv esting activ ities (105,548) (323,821) (79,958) (28,432) (537,759) (49,341)
Cash prov ided by (used in) financing activ ities 8,418 230,873 307,979 1,279 548,549 221,985
Effect of foreign exchange 502 45 (438) 246 355 190
(Decrease) increase in cash and cash
equiv alents $(141,749) $(119,818) $ 222,926 $ (31,881) $ (70,522) $ 159,456
Operating activities
For the twelve months ended June 30, 2018, cash used in operating activities resulted primarily
from cash inflows of $35,593 from gross profit before the effect of changes in fair value; offset by
cash flows used for operating expenses of $84,717, finance and other costs of $7,159 and cash
outflows of $25,384 related to changes in non-cash working capital.
Cash used in operating activities in the prior year resulted primarily from cash inflows of $10,192
from gross profit before the effect of changes in fair value, offset by cash flows used for operating
expenses of $18,825, finance and other costs of $2,288 and cash outflows of $1,242 related to
changes in non-cash working capital.
For the twelve months ended June 30, 2018, cash used in investing activities were primarily for the
purchase of production equipment building improvements and construction of other facilities of
$136,945, investments of $63,437 in marketable securities and derivatives, investment in associates
of $218,183, and the acquisition of assets and business combinations, net of cash, for $108,329.
Investing activities in the prior year consisted primarily of cash outflows of $25,718 for the purchase
of equipment and the construction of Aurora Sky, $13,665 for asset acquisitions and business
combinations net of cash acquired, and $7,877 from investments in marketable securities and
derivatives.
Financing activities
For the twelve months ended June 30, 2018, cash provided by financing activities were primarily
generated from the November 2017 bought deal financing for net proceeds of $70,639, the
November 2017 special warrant financing for net proceeds of $110,922, the March 2018
convertible debenture financing for net proceeds of $222,205, and the exercise of warrants,
options and compensation options for $144,967.
Financing activities in the prior year were primarily generated from equity financings for net
proceeds of $91,727, net proceeds from convertible debentures of $109,973, and the exercise of
warrants, options and compensation options for $29,096.
The Company’s major capital expenditures during the three months ended June 30, 2018 mainly
consisted of the construction of Aurora Sky and the commencement of construction at Aurora
Sun. Subsequent to June 30, 2018, the Company finalized its $200,000 debt facility with BMO. The
Company believes it has sufficient cash and resources to fund the Company’s operations and
complete construction of its announced facilities for at least the next fiscal year. See “Facilities”
for Aurora’s operating, under construction and announced production facilities.
Contractual Obligations
The Company had the following contractual obligations as of June 30, 2018:
(In thousands except as otherwise noted) Total Less than 1 year 1 to 3 years 3 to 5 years
Accounts payable and accrued liabilities $ 47,456 $ 47,456 $ - $ -
Loans and borrowings 11,747 $ 2,482 $ 2,511 $ 6,754
Contingent consideration payable 23,742 $ 14,438 $ 9,304 $ -
Operating lease 83 60 23 -
Conv ertible notes and interest ( 1) 251,356 11,604 237,649 2,103
Office lease 47,257 5,332 14,764 27,161
Capital projects ( 2) 38,474 38,474 - -
Total contractual obligations $ 420,115 $ 119,846 $ 264,251 $ 36,018
(1) Assumes the principal balance outstanding at June 30, 2018 remains unconverted and includes the estimated interest payable until
the maturity date.
(2) Relates to capital commitments that the Company has made to specific vendors for capital projects pertaining to on-going
construction projects.
On November 29, 2017, a claim was commenced against the Company regarding 300,000 stock
options with an exercise price of $0.39 per share issued to a consultant pursuant to an agreement
dated March 16, 2015. The agreement was terminated on March 8, 2016, and in accordance to
the Company’s stock option plan, the unexercised options expired 90 days from the date of the
termination of the agreement.
The option holder is attempting to enforce exercise rights which the Company believes do not
exist. The Company believes the action to be without merit and intends to defend this claim
vigorously. Due to the uncertainty of timing and the amount of estimated future cash outflows
relating to this claim, no provision had been recognized.
As at the date of this MD&A, the Company had no material off-balance sheet arrangements that
have, or are reasonably likely to have, a current or future effect on the financial performance or
financial condition of the Company.
The Company incurred the following transactions with related parties during the years ended June
30, 2018 and 2017:
These transactions are in the normal course of operations and are measured at the exchange
value being the amounts agreed to by the parties.
The Company’s key management personnel have the authority and responsibility for planning,
directing and controlling the activities of the Company and consists of the Company’s executive
management team and management directors.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized in the period in which the estimate is revised, if the revision
affects only that period, or in the period of the revision and future periods, if the revision affects
both current and future periods.
Significant judgments, estimates and assumptions that have the most significant effect on the
amounts recognized in the Financial Statements are as follows:
Biological assets
Determination of the fair values of the biological assets requires the Company to make
assumptions about how market participants assign fair values to these assets. These assumptions
primarily relate to the level of effort required to bring the cannabis up to the point of harvest, costs
to convert the harvested cannabis to finished goods, sales price, risk of loss, expected future yields
from the cannabis plants and estimating values during the growth cycle. The average grow cycle
of plants up to the point of harvest is approximately twelve weeks.
The valuation of biological assets at the point of harvest is the cost basis for all cannabis-based
inventory and thus any critical estimates and judgments related to the valuation of biological
assets are also applicable for inventory. The valuation of work-in-process and finished goods also
requires the estimate of conversion costs incurred, which become part of the carrying amount for
the inventory. The Company must also determine if the cost of any inventory exceeds its net
realizable value, such as cases where prices have decreased, or inventory has spoiled or has
otherwise been damaged.
Depreciation of property, plant and equipment is dependent upon estimates of useful lives and
residual values which are determined through the exercise of judgment. The assessment of any
impairment of these assets is dependent upon estimates of recoverable amounts that take into
account factors such as economic and market conditions and the useful lives of assets.
The Company uses judgement in its assessment of whether the Company has significant influence.
Significant influence is the power to participate in the financial and operating policy decisions of
the investee, including but not limited to, the ability to exercise significant influence through board
representation, material transactions with the investee, provision of technical information, and the
interchange of managerial personnel. Whether an investment is classified as an investment in
associate can have a significant impact on the entries made on and after acquisition.
In determining the fair value of all identifiable assets, liabilities and contingent liabilities acquired,
the most significant estimates relate to contingent consideration and intangible assets.
Management exercises judgment in estimating the probability and timing of when earn-outs are
expected to be achieved which is used as the basis for estimating fair value. For any intangible
asset identified, depending on the type of intangible asset and the complexity of determining its
fair value, an independent valuation expert or management may develop the fair value, using
appropriate valuation techniques, which are generally based on a forecast of the total expected
future net cash flows. The evaluations are linked closely to the assumptions made by management
regarding the future performance of these assets and any changes in the discount rate applied.
The Company held a revenue royalty and an annuity receivable from SubTerra LLC. These assets
were held in Australis Capital Inc. which was classified as a disposal group held for distribution to
Aurora shareholders. The Company used judgment in estimating the fair value of the SubTerra
assets. In determining the fair value of the revenue royalty, management exercised judgment in
determining the likelihood of SubTerra generating revenues from the sale of cannabis-based
products. The fair value of the annuity receivable was estimated using the effective interest
method using a ten-year corporate debt yield at the measurement date.
Amortization of intangible assets is dependent upon estimates of useful lives and residual values
which are determined through the exercise of judgment.
Goodwill is allocated to cash generating units (“CGUs”) which are expected to benefit from the
synergies of the business combination. CGUs are determined based on the smallest identifiable
group of assets that generates cash inflows that are largely independent of cash inflows from
other assets or group of assets. Management has exercised judgement in this assessment and
determined the Company’s CGUs to be: the production and sale of medical cannabis; patient
counselling services; design, engineering and construction consulting services; the production
and sale of indoor cultivators; and the production and sale of hemp related food products.
Convertible instruments
Share-based payments
In estimating fair value of warrants using the Binomial model, management is required to make
certain assumptions and estimates such as the expected life of warrants, volatility of the
Company’s future share price, risk free rate, and future dividend yields. Changes in assumptions
used to estimate fair value could result in materially different results.
In estimating fair value of options using the Black-Scholes option pricing model, management is
required to make certain assumptions and estimates such as the expected life of options, volatility
of the Company’s future share price, risk free rate, future dividend yields and estimated forfeitures
at the initial grant date. Changes in assumptions used to estimate fair value could result in
materially different results.
Deferred tax assets, including those arising from tax loss carry-forwards, require management to
assess the likelihood that the Company will generate sufficient taxable earnings in future periods
in order to utilize recognized deferred tax assets. Assumptions about the generation of future
taxable profits depend on management’s estimates of future cash flows. In addition, future
changes in tax laws could limit the ability of the Company to obtain tax deductions in future
periods. To the extent that future cash flows and taxable income differ significantly from estimates,
the ability of the Company to realize the net deferred tax assets recorded at the reporting date
could be impacted.
The individual fair values attributed to the different components of a financing transaction,
notably investment in equity in securities, derivative financial instruments, convertible debt and
loans, are determined using valuation techniques. The Company uses judgment to select the
methods used to make certain assumptions and in performing the fair value calculations in order
to determine (a) the values attributed to each component of a transaction at the time of their
issuance; (b) the fair value measurements for certain instruments that require subsequent
measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial
instruments subsequently carried at amortized cost. These valuation estimates could be
significantly different because of the use of judgment and the inherent uncertainty in estimating
the fair value of these instruments that are not quoted in an active market.
IFRS 7 Financial instruments: Disclosure, was amended to require additional disclosures on transition
from IAS 39 to IFRS 9. IFRS 7 is effective on adoption of IFRS 9, which is effective for annual periods
commencing on or after January 1, 2018. The Company intends to adopt the amendments to IFRS
7 on July 1, 2018; and does not expect the implementation will result in a significant effect to the
financial statements.
In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments, which reflects all phases
of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and
Measurement and all previous versions of IFRS 9. The standard introduces new requirements for
classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual
periods beginning on or after 1 January 2018, with early application permitted.
The Company intends to adopt IFRS 9 on July 1, 2018, retrospectively where the cumulative impact
of adoption will be recognized in retained earnings as of July 1, 2018; comparatives will not be
restated.
The Company has conducted a preliminary assessment of the impact from this new standard. IFRS
9 introduces new requirements to determine the measurement basis of financial assets, involving
the cash flow characteristics of assets and the business models under which they are managed.
Accordingly, the basis of measurement for the Company’s financial assets may change. IFRS 9
affects the accounting for available-for-sale equity securities, requiring a designation, on an
instrument by instrument basis, between recording both unrealized and realized gains and losses
either through (i) OCI with no recycling to profit and loss or (ii) profit and loss. The Company will be
electing to classify its available-for-sale equity investments at Fair Value through OCI as these
equity investments are for strategic purposes. The FVOCI election is made upon initial recognition,
on an instrument-by-instrument basis and once made is irrevocable. Gains and losses on these
instruments including when derecognized or sold are recorded in OCI and are not subsequently
reclassified to the Consolidated Statement of Comprehensive Income (Loss).
The IASB replaced IAS 18 Revenue, in its entirety with IFRS 15 Revenue from Contracts with
Customers. The standard contains a single model that applies to contracts with customers and
two approaches to recognizing revenue: at a point in time or over time. The model features a
contract-based five-step analysis of transactions to determine whether, how much and when
revenue is recognized. IFRS 15 is effective for annual periods beginning on or after January 1, 2018,
with early application permitted.
The Company intends to adopt IFRS 15 on July 1, 2018, using the modified retrospective approach
where the cumulative impact of adoption will be recognized in retained earnings as of July 1,
2018; comparatives will not be restated.
The Company has conducted a preliminary assessment of the impact from this new standard.
Under IFRS 15, revenue from the sale of medicinal cannabis would be recognized at a point in
time when control over the goods have been transferred to the customer. The Company transfers
control and satisfies its performance obligation upon delivery and acceptance by the customer,
which is consistent with the Company’s current revenue recognition policy under IAS 18.
Referral revenues earned from Licensed Producers through CanvasRx are recognized over a
period of time as the referred patients remain active with the Licensed Producers. This is consistent
with the Company’s current revenue recognition policy under IAS 18 where revenue is recognized
on a monthly basis over a specified period of time that the referred patient remains an active
purchaser of medical cannabis with the Licensed Producer.
Based on the Company’s preliminary assessment, the adoption of this new standard is not
expected to have a material impact on its consolidated financial statements.
IFRS 16 Leases
In January 2016, the IASB issued IFRS 16 Leases, which will replace IAS 17 Leases. This standard
introduces a single lessee accounting model and requires a lessee to recognize assets and
liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low
value. A lessee is required to recognize a right-of-use asset representing its right to use the
underlying asset and a lease liability representing its obligation to make lease payments. The
standard will be effective for annual periods beginning on or after January 1, 2019, with earlier
application permitted for entities that apply IFRS 15 Revenue from Contracts with Customers at or
before the date of initial adoption of IFRS 16. The Company intends to adopt IFRS 16 on July 1,
2019, and is assessing the impact of this new standard on its consolidated financial statements.
Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects
the significance of the inputs to fair value measurements. The three levels of hierarchy are:
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 Inputs other than quoted prices that are observable for the asset or liability, either
directly or indirectly; and
Level 3 Inputs for the asset or liability that are not based on observable market data.
Significant Judgement
The individual fair values attributed to the different components of a financing transaction,
notably investment in equity in securities, derivative financial instruments, convertible debt and
loans, are determined using valuation techniques. The Company uses judgment to select the
methods used to make certain assumptions and in performing the fair value calculations in order
to determine (a) the values attributed to each component of a transaction at the time of their
issuance; (b) the fair value measurements for certain instruments that require subsequent
measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial
instruments subsequently carried at amortized cost. These valuation estimates could be
significantly different because of the use of judgment and the inherent uncertainty in estimating
the fair value of these instruments that are not quoted in an active market.
The carrying values of the financial instruments at June 30, 2018, are summarized in the following
table:
Held-for- Financial
Available-for- Other Financial
(in thousands except as Loans and trading assets
sale financial financial liabilities at Total
otherwise noted) receivables derivative designated as
assets liabilities FVTPL
assets at FVTPL FVTPL
Financial Assets
Cash and cash equiv alents $ - $ 89,193 $ - $ - $ - $ - $ 89,193
Short-term inv estments - 990 - - - - 990
Accounts receiv able - 15,096 - - - - 15,096
Marketable securities 59,188 - - - - - 59,188
Deriv ativ es - - 5,331 119,611 - - 124,942
Financial Liabilities
( 1)
Accounts payable - - - - 47,456 - 47,456
( 2)
Conv ertible notes - - - - 191,528 - 191,528
Contingent consideration - - - - - 21,333 21,333
Loans and borrowings - - - - 11,683 - 11,683
(1) Balance includes interest rate swaps of $63 which are included in accounts payable and accrued liabilities on the Statement of
Financial Position.
(2) The fair value of convertible notes, including both the debt and equity components.
The following is a summary of financial assets measured at fair value segregated based on the
various levels of inputs:
There have been no transfers between fair value levels during the period.
Changes in the carrying value of level 3 financial assets for the period were as follows:
(in thousands except as otherwise noted) Convertible Debenture Warrant Derivatives Total
Opening, June 30, 2017 $ 11,071 $ 292 $ 11,363
Additions - 30,681 30,681
Unrealized gain at inception - 3,050 3,050
Unrealized gain (loss) 830 (9,790) (8,960)
Conv ersion of debenture (11,901) 4,330 (7,571)
Exercise of warrants - (23,723) (23,723)
Ending balance $ - $ 4,840 $ 4,840
For the year ended June 30, 2018, the Company recognized unrealized gains (losses) on level 3
financial assets as follows:
(in thousands except as otherwise noted) Convertible Debenture Warrant Derivatives Total
Gain (loss) on changes in fair v alue $ 830 $ (9,790) $ (8,960)
Amortized deferred inception gains 6,107 5,217 11,324
Unrealized gains (losses) on lev el 3 financial assets $ 6,937 $ (4,573) $ 2,364
Deferred gains
Changes in deferred gains on convertible debenture and derivatives measured at fair value and
included in level 3 of the fair value hierarchy were as follows:
(in thousands except as otherwise noted) Convertible Debenture Warrant Derivatives Total
Opening, June 30, 2017 $ 10,206 $ 321 $ 10,527
Additions - 3,051 3,051
Conv ersion of debenture (4,099) 4,099 -
Unrealized gains amortized (6,107) (5,217) (11,324)
Ending balance $ - $ 2,254 $ 2,254
The Company’s contingent consideration liability was measured at fair value based on
unobservable inputs and was considered a level 3 financial instrument. The fair value of these
liabilities determined by this analysis was primarily driven by the Company’s expectations of the
Subsidiaries’ achieving their milestones. The expected milestones were assessed probabilities by
management which were discounted to present value in order to derive a fair value of the
contingent consideration. The primary inputs of the calculation were the probabilities of achieving
the milestones and a discount rate.
Credit risk
Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial
instrument fails to meet its contractual obligations. The Company is moderately exposed to credit
risk from its cash and cash equivalents, trade and other receivables, short-term GIC investments,
and advances receivable. The risk exposure is limited to their carrying amounts at the statement
of financial position date. The risk for cash and cash equivalents is mitigated by holding these
instruments with highly rated Canadian financial institutions. The Company does not invest in asset-
backed deposits or investments and does not expect any credit losses. The Company periodically
assesses the quality of its investments and is satisfied with the credit rating of the financial
institutions and the investment grade of its guaranteed investment certificates. Trade and other
receivables primarily consist of trade accounts receivable and goods and services taxes
recoverable (“GST”). Credit risk from the advances receivable arises from the possibility that
principal and/or interest due may become uncollectible. The Company mitigates this risk by
managing and monitoring the underlying business relationships.
The Company provides credit to its customers in the normal course of business and has established
credit evaluation and monitoring processes to mitigate credit risk but has limited risk as the majority
of sales are transacted with credit cards.
As at June 30, 2018 and 2017, the Company’s aging of receivables was approximately as follows:
Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated
with financial liabilities. The Company manages liquidity risk through the management of its
capital structure. The Company has access to CanniMed’s Canadian and U.S. operating lines of
credit with a maximum of $1,000 and US $500, respectively. The Canadian and U.S. operating lines
of credit bear interest at bank prime rate plus 0.75% and at U.S. base rate plus 0.75%, respectively.
The lines of credit are secured by a general security agreement covering all assets of the
Company and can be accessed to the lesser of the maximum available credit or the aggregate
of 90% of Government of Canada receivables, 85% of undoubted receivables and 75% of
acceptable receivables, less intercompany and priority claim amounts. These operating lines of
credit were undrawn as of June 30, 2018. Subsequent to June 30, 2018, the Company also secured
a $200,000 debt facility with BMO. The Company’s approach to managing liquidity is to ensure
that it will have sufficient liquidity to settle obligations and liabilities when due.
Market risk
The operating results and financial position of the Company are reported in Canadian dollars.
As the Company operates in an international environment, some of the Company’s financial
instruments and transactions are denominated in currencies other than the Canadian dollar.
The results of the Company’s operations are subject to currency transaction and translation
risks.
The Company holds cash in Canadian dollars, U.S. dollars, Danish Krone and Euros, and
investments in Australian and U.S. dollars. The Company’s main risk is associated with
fluctuations in the Euros, Danish Krone, Australian and U.S. dollars. Assets and liabilities are
translated based on the foreign currency translation policy.
The Company has determined that an effect of a 10% increase or decrease in Euros, Danish
Krone, Australian dollar, and U.S. dollar against the Canadian dollar on financial assets and
liabilities, as at June 30, 2018, would result in an increase or decrease of approximately $79
(2017 - $1,430) to the net loss and comprehensive loss for the year ended June 30, 2018.
At June 30, 2018, the Company had no hedging agreements in place with respect to foreign
exchange rates. The Company has not entered into any agreements or purchased any
instruments to hedge possible currency risks at this time.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. Cash and cash equivalents bear
interest at market rates. The Company’s investments and convertible notes have fixed rates of
interest. The majority of the Company’s loans and borrowings have floating interest rates. The
Company holds interest rate swaps to fix its exposure to variable interest rates on
approximately one half of its loans and borrowings.
Price risk is the risk of variability in fair value due to movements in equity or market prices. The
Company’s marketable securities and investments are susceptible to price risk arising from
uncertainties about their future values. The fair value of marketable securities is based on
quoted market prices which the shares of the investments can be exchanged for.
If the fair value of these financial assets were to increase or decrease by 10%, the Company
would incur an associated increase or decrease in net loss and comprehensive loss of
approximately $28,221 (2017 - $2,823). See Note 8 for additional details regarding the fair value
of investments and marketable securities.
The Company had the following securities issued and outstanding as at September 24, 2018:
(1)
Securities Units Outstanding
Issued and outstanding common shares 960,962,079
Stock options 42,824,768
W arrants 23,019,275
Restricted share units 2,718,527
Conv ertible debentures 17,892,131
(1) See the Company’s Consolidated Financial Statements Note 17 “Convertible Debentures”, Note 19 “Share Capital and Warrants”,
and Note 20 “Share-based Payments” for a detailed description of these securities.
RISK FACTORS
This section discusses factors relating to the business of Company that should be considered by
both existing and potential investors. The information in this section is intended to serve as an
overview and should not be considered comprehensive and the Company may face risks and
uncertainties not discussed in this section, or not currently known to us, or that we deem to be
immaterial. All risks to the Company’s business have the potential to influence its operations in a
materially adverse manner.
Reliance on Licensing
The ability of Aurora to continue its business of growth, storage and distribution of medical
marijuana is dependent on the good standing of all licenses, including the licenses to produce
and sell cannabis oil products, and adherence to all regulatory requirements related to such
activities. Any failure to comply with the terms of the licenses, or to renew the licenses after their
expiry dates, would have a material adverse impact on the financial condition and operations
of the business of the Company. Although the Company believes that it will meet the
requirements of the ACMPR for future extensions or renewals of the licenses, there can be no
assurance that Health Canada will extend or renew the licenses, or if extended or renewed, that
they will be extended or renewed on the same or similar terms. Should Health Canada not
extend or renew the licenses, or should they renew the licenses on different terms, the business,
financial condition and operating results of the Company would be materially adversely
affected.
Aurora’s business is subject to a variety of laws, regulations and guidelines relating to marketing,
acquisition, manufacture, management, transportation, storage, sale and disposal of medical
marijuana but also laws and regulations relating to health and safety, the conduct of operations
and the protection of the environment. Changes to such laws, regulations and guidelines may
cause adverse effects to the Company’s operations.
The Liberal Party of Canada, which has formed the current federal Government of Canada, has
made electoral commitments to legalize, regulate and tax recreational cannabis use in
Canada. On April 13, 2017, the Government of Canada introduced the Cannabis Act. On June
19, 2018, Prime Minister Justin Trudeau announced that the Cannabis Act and its regulations will
come into force in Canada on October 17, 2018, on order to provide the provinces and
territories time to prepare for retail sales. The Cannabis Act passed its final legislative step and
received Royal Assent on June 21, 2018.
The legislative framework pertaining to the Canadian recreational cannabis market will be
subject to significant provincial and territorial regulation, which will vary across provinces and
territories and result in an asymmetric regulatory and market environment, different competitive
pressures and significant additional compliance and other costs and/or limitations on the
Company’s ability to participate in such market.
Regulatory Risk
Achievement of the Company’s business objectives are contingent, in part, upon compliance
with the regulatory requirements, including those imposed by Health Canada, enacted by these
government authorities and obtaining all regulatory approvals, where necessary, for the sale of its
products. Aurora cannot predict the time required to secure all appropriate regulatory approvals
for its products, or the extent of testing and documentation that may be required by government
authorities. Any delays in obtaining, or failure to obtain regulatory approvals would significantly
delay the development of markets and products and could have a material adverse effect on
the Company’s business, results of operation and financial condition.
The Company is subject to all of the business risks and uncertainties associated with any early-
stage enterprise, including under-capitalization, cash shortages, limitation with respect to
personnel, financial and other resources, and lack of revenues.
The Company has incurred operating losses in recent periods. The Company may not be able to
achieve or maintain profitability and may continue to incur significant losses in the future. In
addition, the Company expects to continue to increase operating expenses as it implements
initiatives to grow its business. If the Company’s revenues do not increase to offset these expected
increases in costs and operating expenses, the Company will not be profitable. There is no
assurance that the Company will be successful in achieving a return on shareholders’ investments
and the likelihood of success must be considered in light of the early stage of operations.
The success of the medical marijuana industry may be significantly influenced by the public’s
perception of marijuana’s medicinal applications. Medical marijuana is a controversial topic, and
there is no guarantee that future scientific research, publicity, regulations, medical opinion and
public opinion relating to medical marijuana will be favourable. The medical marijuana industry
is an early-stage business that is constantly evolving with no guarantee of viability. The market for
medical marijuana is uncertain, and any adverse or negative publicity, scientific research, limiting
regulations, medical opinion and public opinion relating to the consumption of medical marijuana
may have a material adverse effect on our operational results, consumer base and financial
results.
Competition
The market for the Company’s products does appear to be sizeable and Health Canada has only
issued a limited number of licenses under the ACMPR to produce and sell medical marijuana. As
a result, the Company expects significant competition from other companies due to the recent
nature of the ACMPR regime. A large number of companies appear to be applying for
production licenses, some of which may have significantly greater financial, technical, marketing
and other resources, may be able to devote greater resources to the development, promotion,
sale and support of their products and services, and may have more extensive customer bases
and broader customer relationships.
Should the size of the medical marijuana market increase as projected the demand for products
will increase as well, and in order for the Company to be competitive it will need to invest
significantly in research and development, market development, marketing, production
expansion, new client identification, distribution channels and client support. If the Company is
not successful in achieving sufficient resources to invest in these areas, the Company’s ability to
compete in the market may be adversely affected, which could materially and adversely affect
the Company’s business, its financial conditions and operations.
Additional Financing
There is no guarantee that the Company will be able to execute on its strategy. The continued
development of the Company may require additional financing. The failure to raise such capital
could result in the delay or indefinite postponement of current business strategy or the Company
ceasing to carry on business. There can be no assurance that additional capital or other types of
financing will be available if needed or that, if available, the terms of such financing will be
favorable to the Company. If additional funds are raised through issuances of equity or
convertible debt securities, existing shareholders could suffer significant dilution. In addition, from
time to time, the Company may enter into transactions to acquire assets or the shares of other
Companies. These transactions may be financed wholly or partially with debt, which may
temporarily increase the Company’s debt levels above industry standards. Any debt financing
secured in the future could involve restrictive covenants relating to capital raising activities and
other financial and operational matters, which may make it more difficult for the Company to
The Company may be subject to liability for risks against which it cannot insure or against which
the Company may elect not to insure due to the high cost of insurance premiums or other factors.
The payment of any such liabilities would reduce the funds available for the Company’s normal
business activities. Payment of liabilities for which the Company does not carry insurance may
have a material adverse effect on the Company’s financial position and operations.
Key Personnel
The Company’s success will depend on its directors’ and officers’ ability to develop and execute
on the Company’s business strategies and manage its ongoing operations, and on the
Company’s ability to attract and retain key quality assurance, scientific, sales, public relations and
marketing staff or consultants now that production and selling operations have begun. The loss
of any key personnel or the inability to find and retain new key persons could have a material
adverse effect on the Company’s business. Competition for qualified technical, sales and
marketing staff, as well as officers and directors can be intense, and no assurance can be
provided that the Company will be able to attract or retain key personnel in the future, which may
adversely impact the Company’s operations.
The Company intends to expand its operations and business into jurisdictions outside of Canada.
There can be no assurance that any market for the Company’s products will develop in any such
foreign jurisdiction. The Company may face new or unexpected risks or significantly increase its
exposure to one or more existing risk factors, including economic instability, changes in laws and
regulations and the effects of competition. These factors may limit the Company’s capability to
successfully expand its operations and may have a material adverse effect on the Company’s
business, financial condition and results of operations.
Strategic Alliances
The Company currently has, and may in the future enter into, strategic alliances with third parties
that the Company believes will complement or augment its existing business. Aurora’s ability to
complete strategic alliances is dependent upon, and may be limited by, the availability of suitable
candidates and capital. In addition, strategic alliances could present unforeseen integration
obstacles or costs, may not enhance our business, and may involve risks that could adversely
affect the Company, including significant amounts of management time that may be diverted
from operations in order to pursue and complete such transactions or maintain such strategic
alliances. Future strategic alliances could result in the incurrence of additional debt, costs and
contingent liabilities, and there can be no assurance that future strategic alliances will achieve,
or that the Company’s existing strategic alliances will continue to achieve, the expected benefits
to the Company’s business or that the Company will be able to consummate future strategic
alliances on satisfactory terms, or at all. Any of the foregoing could have a material adverse effect
on the Company’s business, financial condition and results of operations.
Manufacturers and distributors of products are sometimes subject to the recall or return of their
products for a variety of reasons, including product defects, such as contamination, unintended
harmful side effects or interactions with other substances, packaging safety and inadequate or
inaccurate labeling disclosure. If any of the products produced by the Company are recalled
due to an alleged product defect or for any other reason, the Company could be required to
incur the unexpected expense of the recall and any legal proceedings that might arise in
connection with the recall. The Company may lose a significant amount of sales and may not be
able to replace those sales at an acceptable margin or at all. In addition, a product recall may
require significant management attention. Although Aurora has detailed procedures in place for
testing finished products, there can be no assurance that any quality, potency or contamination
problems will be detected in time to avoid unforeseen product recalls, regulatory action or
lawsuits, whether frivolous or otherwise. Additionally, if any of the products produced by Aurora
were subject to recall, the reputation and goodwill of that product and/or the Company could
be harmed. A recall for any of the foregoing reasons could lead to decreased demand for
products produced by Aurora and could have a material adverse effect on the Company’s
business, financial condition and results of operations. Additionally, product recalls may lead to
increased scrutiny of the operations of Aurora by Health Canada or other regulatory agencies,
requiring further management attention, increased compliance costs and potential legal fees,
fines, penalties and other expenses. Furthermore, any product recall affecting the medical
cannabis industry more broadly could lead consumers to lose confidence in the safety and
security of the products sold by Licensed Producers generally, which could have a material
adverse effect on the Company’s business, financial condition and results of operations.
The medical cannabis industry is, and the recreational cannabis industry will be, in its early stages
of development and it is likely that the Company, and its competitors, will seek to introduce new
products in the future. In attempting to keep pace with any new market developments, the
Company may need to expend significant amounts of capital in order to successfully develop
and generate revenues from new products introduced by the Company. As well, the Company
may be required to obtain additional regulatory approvals from Health Canada and any other
applicable regulatory authority, which may take significant amounts of time. The Company may
not be successful in developing effective and safe new products, bringing such products to
market in time to be effectively commercialized, or obtaining any required regulatory approvals,
which, together with any capital expenditures made in the course of such product development
and regulatory approval processes, may have a material adverse effect on the Company’s
business, financial condition and results of operations.
Conflict of Interest
Certain of the Company’s directors and officers are also directors and officers in other companies.
Situations may arise in connection with potential acquisitions or opportunities where the other
interests of these directors and officers conflict with or diverge from the Company interests. In
accordance with the BCBCA, directors who have a material interest in any person who is a party
to a material contract or a proposed material contract are required, subject to certain
exceptions, to disclose that interest and generally abstain from voting on any resolution to
approve the contract.
Litigation
The Company may become party to litigation, mediation and/or arbitration from time to time in
the ordinary course of business which could adversely affect its business. Monitoring and
defending against legal actions, whether or not meritorious, can be time-consuming, divert
management’s attention and resources and cause the Company to incur significant expenses. In
addition, legal fees and costs incurred in connection with such activities may be significant and
we could, in the future, be subject to judgments or enter into settlements of claims for significant
monetary damages. While the Company has insurance that may cover the costs and awards of
certain types of litigation, the amount of insurance may not be sufficient to cover any costs or
awards. Substantial litigation costs or an adverse result in any litigation may adversely impact the
Company’s business, operating results or financial condition.
Agricultural Operations
Since the Company’s business will revolve mainly around the growth of medical marijuana, an
agricultural product, the risks inherent with agricultural businesses will apply. Such risks may include
disease and insect pests, among others. Although the Company expects to grow its product in a
climate controlled, monitored, indoor location, there is no guarantee that changes in outside
weather and climate will not adversely affect production. Further, any rise in energy costs may
have a material adverse effect on the Company’s ability to produce medical marijuana.
The Company will depend on fast, cost-effective and efficient courier services to distribute its
product. Any prolonged disruption of this courier service could have an adverse effect on the
financial condition and results of operations of the Company. Rising costs associated with the
courier service used by the Company to ship its products may also adversely impact the business
of the Company and its ability to operate profitably.
The Company’s revenues are in a large part derived from the production, sale and distribution of
marijuana. The price of production, sale and distribution of marijuana will fluctuate widely due to
how young the marijuana industry is and is affected by numerous factors beyond the Company’s
control including international, economic and political trends, expectations of inflation, currency
exchange fluctuations, interest rates, global or regional consumptive patterns, speculative
activities and increased production due to new production and distribution developments and
improved production and distribution methods. The effect of these factors on the price of product
produced by the Company and, therefore, the economic viability of any of the Company’s
business, cannot accurately be predicted.
The Company’s operations are subject to environmental and safety laws and regulations
concerning, among other things, emissions and discharges to water, air and land; the handling
and disposal of hazardous and non-hazardous materials and wastes, and employee health and
safety. The Company will incur ongoing costs and obligations related to compliance with
environmental and employee health and safety matters. Failure to obtain an Environmental
Compliance Approval or otherwise comply with environmental and safety laws and regulations
may result in additional costs for corrective measures, penalties or in restrictions on our
manufacturing operations. In addition, changes in environmental, employee health and safety or
other laws, more vigorous enforcement thereof or other unanticipated events could require
extensive changes to the Company’s operations or give rise to material liabilities, which could
have a material adverse effect on the business, results of operations and financial condition of
the Company.
Intellectual Property
The success of the Company’s business depends in part on its ability to protect its ideas and
technology. Aurora has applied for a patent for Aurora EnvoyTM in August 2017. AMI has also
applied to register the trademark “AURORA” and has received an approval notice from the
Canadian Intellectual Property Office. CanvasRx has registered a trademark for “CanvasRx”. Even
if the Company moves to protect its technology with trademarks, patents, copyrights or by other
means, Aurora is not assured that competitors will not develop similar technology, business
methods or that Aurora will be able to exercise its legal rights. Other countries may not protect
intellectual property rights to the same standards as does Canada. Actions taken to protect or
preserve intellectual property rights may require significant financial and other resources such that
said actions have a meaningfully impact our ability to successfully grow our business.
The Company may be affected by possible political or economic instability. The risks include, but
are not limited to, terrorism, military repression, extreme fluctuations in currency exchange rates
and high rates of inflation. Changes in medicine and agriculture development or investment
policies or shifts in political attitude in certain countries may adversely affect the Company’s
business. Operations may be affected in varying degrees by government regulations with respect
to restrictions on production, distribution, price controls, export controls, income taxes,
expropriation of property, maintenance of assets, environmental legislation, land use, land claims
of local people and water use. The effect of these factors cannot be accurately predicted.
There is no guarantee that the Company’s intentions to acquire and/or construct additional
cannabis production and manufacturing facilities in Canada and in other jurisdictions with federal
legal cannabis markets, and to expand the Company’s marketing and sales initiatives will be
successful. Any such activities will require, among other things, various regulatory approvals,
licenses and permits (such as additional site licenses from Health Canada under the ACMPR, as
applicable) and there is no guarantee that all required approvals, licenses and permits will be
obtained in a timely fashion or at all. There is also no guarantee that the Company will be able to
complete any of the foregoing activities as anticipated or at all. The failure of the Company to
successfully execute its expansion strategy (including receiving required regulatory approvals and
permits) could adversely affect the Company’s business, financial condition and results of
operations and may result in the Company failing to meet anticipated or future demand for its
cannabis-based pharmaceutical products, when and if it arises.
In addition, the construction of Aurora Sky, Aurora Sun and Aurora Nordic 2 is subject to various
potential problems and uncertainties, and may be delayed or adversely affected by a number
of factors beyond its control, including the failure to obtain regulatory approvals, permits, delays
in the delivery or installation of equipment by our suppliers, difficulties in integrating new
equipment with its existing facilities, shortages in materials or labor, defects in design or
construction, diversion of management resources, or insufficient funding or other resource
constraints. Moreover, actual costs for construction may exceed the Company’s budgets. As a
result of construction delays, cost overruns, changes in market circumstances or other factors, the
Company may not be able to achieve the intended economic benefits from the construction of
the new facilities, which in turn may materially and adversely affect its business, prospects,
financial condition and results of operations.
Material acquisitions, dispositions and other strategic transactions involve a number of risks,
including: (i) potential disruption of the Company’s ongoing business; (ii) distraction of
management; (iii) the Company may become more financially leveraged; (iv) the anticipated
benefits and cost savings of those transactions may not be realized fully or at all or may take longer
to realize than expected; (v) increasing the scope and complexity of the Company’s operations,
and (vi) loss or reduction of control over certain of the Company’s assets.
The market price for the Common Shares of the Company could be subject to wide fluctuations.
Factors such as commodity prices, government regulation, interest rates, share price movements
of peer companies and competitors, as well as overall market movements, may have a significant
impact on the market price of the Company. The stock market has from time to time experienced
extreme price and volume fluctuations, which have often been unrelated to the operating
performance of particular companies.
An economic downturn of global capital markets has been shown to make the raising of capital
by equity or debt financing more difficult. The Company will be dependent upon the capital
markets to raise additional financing in the future, while it establishes a user base for its products.
As such, the Company is subject to liquidity risks in meeting its development and future operating
cost requirements in instances where cash positions are unable to be maintained or appropriate
financing is unavailable. These factors may impact the Company’s ability to raise equity or obtain
loans and other credit facilities in the future and on terms favorable to the Company and its
management. If uncertain market conditions persist, the Company’s ability to raise capital could
be jeopardized, which could have an adverse impact on the Company’s operations and the
trading price of the Company’s shares on the Exchange.
Dividend Risk
The Company has not paid dividends in the past and does not anticipate paying dividends in the
near future. The Company expects to retain its earnings to finance further growth and, when
appropriate, retire debt.
The market price for Common Shares may be volatile and subject to wide fluctuations in response
to numerous factors, many of which are beyond the Company’s control, including the following:
Financial markets have recently experienced significant price and volume fluctuations that have
particularly affected the market prices of equity securities of companies and that have often
been unrelated to the operating performance, underlying asset values or prospects of such
companies. Such volatility has been particularly evident with regards to the share prices of
medical cannabis companies that are public issuers in Canada. Accordingly, the market price of
Company Common Shares may decline even if the Company’s operating results, underlying asset
values or prospects have not changed. Additionally, these factors, as well as other related factors,
may cause decreases in asset values that are lasting and not temporary, which may result in
impairment losses. There can be no assurance that continuing fluctuations in share price and
volume will not occur. If such increased levels of volatility and market turmoil continue, the
Company’s operations could be adversely impacted, and the trading price of Company
Common Shares may be materially adversely affected.
Breaches of Security
Given the nature of the Company’s product and its lack of legal availability outside of channels
approved by the Government of Canada, as well as the concentration of inventory in its facilities,
despite meeting or exceeding Health Canada’s security requirements, there remains a risk of
shrinkage as well as theft. A security breach at one of the Company’s facilities could expose the
Company to additional liability and to potentially costly litigation, increase expenses relating to
the resolution and future prevention of these breaches and may deter potential patients from
choosing the Company’s products.
In addition, Aurora collects and stores personal information about its patients and is responsible
for protecting that information from privacy breaches. A privacy breach may occur through
procedural or process failure, information technology malfunction, or deliberate unauthorized
intrusions. Theft of data for competitive purposes, particularly patient lists and preferences, is an
ongoing risk whether perpetrated via employee collusion or negligence or through deliberate
cyber-attack. Any such theft or privacy breach would have a material adverse effect on the
Company’s business, financial condition and results of operations.
Furthermore, there are a number of federal and provincial laws protecting the confidentiality of
certain patient health information, including patient records, and restricting the use and disclosure
of that protected information. In particular, the privacy rules under the Personal Information
Protection and Electronics Documents Act (Canada) (“PIPEDA”), protect medical records and
other personal health information by limiting their use and disclosure of health information to the
minimum level reasonably necessary to accomplish the intended purpose. If the Company was
found to be in violation of the privacy or security rules under PIPEDA or other laws protecting the
confidentiality of patient health information, it could be subject to sanctions and civil or criminal
penalties, which could increase its liabilities, harm its reputation and have a material adverse
effect on the business, results of operations and financial condition of the Company
The Company has entered into agreements with third parties for hardware, software,
telecommunications and other information technology (“IT”) services in connection with its
operations. The Company’s operations depend, in part, on how well it and its suppliers protect
networks, equipment, IT systems and software against damage from a number of threats,
including, but not limited to, cable cuts, damage to physical plants, natural disasters, intentional
damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. The
Company’s operations also depend on the timely maintenance, upgrade and replacement of
networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the
risks of failures. Any of these and other events could result in information system failures, delays
and/or increase in capital expenses. The failure of information systems or a component of
information systems could, depending on the nature of any such failure, adversely impact the
Company’s reputation and results of operations.
The Company has not experienced any material losses to date relating to cyber-attacks or other
information security breaches, but there can be no assurance that the Company will not incur
such losses in the future. The Company’s risk and exposure to these matters cannot be fully
mitigated because of, among other things, the evolving nature of these threats. As a result, cyber
security and the continued development and enhancement of controls, processes and practices
designed to protect systems, computers, software, data and networks from attack, damage or
unauthorized access is a priority. As cyber threats continue to evolve, the Company may be
required to expend additional resources to continue to modify or enhance protective measures
or to investigate and remediate any security vulnerabilities.
The Company is a holding company and essentially all of its operating assets are the capital stock
of its subsidiaries. As a result, investors in the Company are subject to the risks attributable to its
subsidiaries. As a holding company, the Company conducts substantially all of its business through
its subsidiaries, which generate substantially all of its revenues. Consequently, the Company’s cash
flows and ability to complete current or desirable future enhancement opportunities are
dependent on the earnings of its subsidiaries and the distribution of those earnings to the
Company. The ability of these entities to pay dividends and other distributions will depend on their
operating results and will be subject to applicable laws and regulations which require that
solvency and capital standards be maintained by such companies and contractual restrictions
contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or
reorganization of any of the Company’s subsidiaries, holders of indebtedness and trade creditors
will generally be entitled to payment of their claims from the assets of those subsidiaries before
any assets are made available for distribution to the Company.
Integration of MedReleaf
It is expected that the acquisition of MedReleaf will result in enhanced production capacity,
increased earnings and cost savings by taking advantage of operating and other synergies to be
realized from the consolidation of MedReleaf and the Company and enhanced growth
opportunities for the combined company. These anticipated benefits will depend in part on
whether MedReleaf and the Company’s operations can be integrated in an efficient and
effective manner. The integration of the two companies will present challenges to management,
including the integration of systems and personnel of the two companies, and special risks,
including possible unanticipated liabilities, unanticipated costs, and the loss of key employees.
The performance of operations acquired from the Company from the acquisition of MedReleaf
could be adversely affected if the combined company cannot retain key employees to assist in
Pursuant to NI 52-109, the Company has limited the scope of the design of DCP and ICFR to
exclude controls, policies and procedures over entities acquired by the Company not more than
365 days before the end of the financial period. These recently acquired entities include BCNL
and UCI (acquired September 29, 2017), Hempco Food and Fiber Inc. (acquired November 14,
2017 with 52.3% interest held at June 30, 2018), H2 Biopharma Inc. (acquired November 30, 2017),
Larssen Ltd. (acquired December 4, 2017), Aurora Nordic Cannabis A/S (51% interest acquired
February 12, 2018) and CanniMed Therapeutics Inc. (acquired March 15, 2018). Additionally, the
Company does not have a reasonable basis for making the representations on the adequacy of
internal controls for Hempco, which is proportionately consolidated based on the Company’s
percentage ownership interest as of June 30, 2018, as it does not have sufficient access to design
and evaluate those controls, policies and procedures carried out by that subsidiary. Excluding
goodwill and intangible assets generated from these acquisitions, on a combined basis, BCNL,
UCI, Hempco, H2, Larssen, Aurora Nordic and CanniMed represent approximately 22% of the
Company’s current assets, 6% of total assets, 14% current liabilities, 11% total liabilities, 35%
revenue, and 12% net loss for the twelve months ended June 30, 2018.
Regardless of how well the DCP and ICFR are designed, internal controls have inherent limitations
and can only provide reasonable assurance that the controls are meeting the Company’s
objectives in providing reliable financial reporting information in accordance with IFRS. These
inherent limitations include, but are not limited to, human error and circumvention of controls and
as such, there can be no assurance that the controls will prevent or detect all misstatements due
to errors or fraud, if any.
Based on the COSO control framework, the CEO and CFO concluded that the design and
operation of DCP and ICFR as at June 30, 2018 were effective and provides reasonable assurance
that material information relating to the Company is made known to them, information required
to be disclosed by the Company is reported within the required time periods as specified in such
legislation, and that the Company’s financial reporting is reliable and its financial statements have
been prepared in accordance with IFRS. The CEO and CFO are also responsible for disclosing any
changes to the Company’s internal controls during the most recent period that have materially
affected, or are reasonably likely to materially affect, its internal control over financial reporting.
There have been no changes to the Company’s internal control over financial reporting during
the three months ended June 30, 2018 that have materially affected, or are likely to materially
affect, the Company’s internal control over financial reporting.
Certain forward-looking statements in this MD&A include, but are not limited to the following:
• pro forma measures including revenue, registered medical patients and grams produced;
• the completion of construction of production facilities, associated costs, and receipt of
licenses from Health Canada to produce and sell cannabis and cannabis related products
from these facilities;
• the successful integration of CanniMed and MedReleaf into Aurora’s operations;
• strategic investments and capital expenditures, and related benefits;
• future growth expansion plans;
• expectations regarding production capacity, costs and yields; and
• product sales expectation and corresponding forecasted increase in revenue.
The above and other aspects of the Company’s anticipated future operations are forward-
looking in nature and, as a result, are subject to certain risks and uncertainties. Although the
Company believes that the expectations reflected in these forward-looking statements are
reasonable, undue reliance should not be placed on them as actual results may differ materially
from the forward-looking statements. Such forward-looking statements are estimates reflecting
the Company's best judgment based upon current information and involve a number of risks and
uncertainties, and there can be no assurance that other factors will not affect the accuracy of
such forward-looking statements. Such factors include but are not limited to the Company’s ability
to obtain the necessary financing and the general impact of financial market conditions, the yield
from marijuana growing operations, product demand, changes in prices of required commodities,
competition, government regulations and other risks as set out under “Risk Factors” in the
Company’s Annual Information Form dated September 24, 2018 filed on SEDAR at
www.sedar.com.
DIRECTORS OFFICERS
Adam Szweras
Director