SNDL Q3 2026 loss widens to $50.8M as revenue falls
SNDL completed the 1CM first closing for five Alberta and Saskatchewan stores; the planned second closing for 27 Ontario stores was not expected to proceed.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
SNDL Inc. reported third-quarter 2026 net revenue of $237.994 million, compared with $244.219 million a year earlier, and gross profit of $57.886 million versus $64.177 million. Net loss was $50.789 million, compared with $13.319 million, and included $52.331 million of asset impairment, including $52.022 million of goodwill impairment in cannabis operations. Net cash provided by operating activities was $18.550 million, versus $31.701 million in Q3 2025.
Cash and cash equivalents were $132.479 million at September 30, 2026. In the first nine months, SNDL purchased and cancelled 21,632,053 common shares for $43.1 million including commissions, at a weighted average price of $1.97 (US$1.42) per share excluding commissions. In Q3, SNDL contributed $60.762 million to its 50%-owned SunStream joint venture, carried at $467.730 million at quarter-end. The July 27, 2026, restructuring of Parallel gave SNDL indirect majority economic exposure; it expects to assume direct control of Parallel’s medical cannabis operations in Florida, Texas and Massachusetts, subject to applicable legal, regulatory, accounting and Nasdaq requirements.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major point$50.789 million Q3 net loss versus $13.319 million in 2025; goodwill impairment was $52.022 million. 17% of market cap
- Moderate pointOperating cash flow was $18.550 million, down from $31.701 million in Q3 2025.
Filing Explained
After
Key Figures
Key Terms
EU-GMP audit regulatory
impairment to goodwill financial
fair value through other comprehensive income financial
equity-method financial
cash generating unit financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was SNDL’s Q3 2026 net loss?
How many shares did SNDL repurchase in 2026?
What happened with SNDL’s Parallel restructuring?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number 001-39005
SNDL INC.
(Registrant’s name)
#101, 17220 Stony Plain Road NW
Edmonton, AB T5S 1K6
Tel.: (780) 944-9994
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference in SNDL Inc.’s registration statements on Form S-8 (File No. 333-233156, File No. 333-262233, File No. 333-267510, File No. 333-269242, File No. 333-278683 and File No. 333-286169) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
SNDL INC. |
|
Date: October 26, 2026 |
By: |
/s/ Alberto Paredero Quiros |
|
Name: |
Alberto Paredero Quiros |
|
Title: |
Chief Financial Officer |
EXHIBIT
Exhibit |
|
Description of Exhibit |
99.1 |
|
Condensed Consolidated Interim Financial Statements for the Three and Nine Months Ended September 30, 2026 |
99.2 |
|
Management’s Discussion and Analysis for the Three and Nine Months Ended September 30, 2026 |
99.3 |
|
Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations) |
99.4 |
|
Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations) |
EXHIBIT 99.1

SNDL Inc.
Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited – expressed in thousands of Canadian dollars)
SNDL Inc.
Condensed Consolidated Interim Statements of Financial Position
(Unaudited - expressed in thousands of Canadian dollars)
As at |
Note |
September 30, 2026 |
|
December 31, 2025 |
|
||
|
|
|
|
|
|
||
Assets |
|
|
|
|
|
||
Current assets |
|
|
|
|
|
||
Cash and cash equivalents |
|
|
132,479 |
|
|
252,243 |
|
Restricted cash |
|
|
8,162 |
|
|
20,081 |
|
Marketable securities |
|
|
139 |
|
|
84 |
|
Accounts receivable |
|
|
31,734 |
|
|
27,643 |
|
Biological assets |
6 |
|
2,407 |
|
|
3,120 |
|
Inventory |
7 |
|
128,721 |
|
|
126,877 |
|
Prepaid expenses and deposits |
|
|
16,614 |
|
|
15,566 |
|
Investments |
12 |
|
106 |
|
|
484 |
|
Assets held for sale |
|
|
700 |
|
|
746 |
|
Net investment in subleases |
10 |
|
2,997 |
|
|
2,775 |
|
|
|
|
324,059 |
|
|
449,619 |
|
Non-current assets |
|
|
|
|
|
||
Long-term deposits and receivables |
|
|
2,457 |
|
|
4,526 |
|
Right of use assets |
8 |
|
131,608 |
|
|
138,353 |
|
Property, plant and equipment |
9 |
|
139,376 |
|
|
151,900 |
|
Net investment in subleases |
10 |
|
9,954 |
|
|
11,643 |
|
Intangible assets |
11 |
|
56,434 |
|
|
58,520 |
|
Investments |
12 |
|
17,314 |
|
|
11,574 |
|
Equity-accounted investees |
13 |
|
467,730 |
|
|
385,534 |
|
Goodwill |
14 |
|
75,238 |
|
|
124,248 |
|
Total assets |
|
|
1,224,170 |
|
|
1,335,917 |
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
|
46,902 |
|
|
56,747 |
|
Lease liabilities |
15 |
|
35,706 |
|
|
35,462 |
|
|
|
|
82,608 |
|
|
92,209 |
|
Non-current liabilities |
|
|
|
|
|
||
Lease liabilities |
15 |
|
126,614 |
|
|
134,471 |
|
Other liabilities |
|
|
7,753 |
|
|
8,041 |
|
Total liabilities |
|
|
216,975 |
|
|
234,721 |
|
|
|
|
|
|
|
||
Shareholders’ equity |
|
|
|
|
|
||
Share capital |
16(b) |
|
2,127,355 |
|
|
2,310,398 |
|
Warrants |
|
|
306 |
|
|
306 |
|
Contributed surplus |
|
|
53,377 |
|
|
54,038 |
|
Accumulated deficit |
|
|
(1,225,053 |
) |
|
(1,302,441 |
) |
Accumulated other comprehensive income |
|
|
51,210 |
|
|
38,895 |
|
Total shareholders’ equity |
|
|
1,007,195 |
|
|
1,101,196 |
|
Total liabilities and shareholders’ equity |
|
|
1,224,170 |
|
|
1,335,917 |
|
Commitments and contingencies (note 24)
Subsequent events (note 16(b))
See accompanying notes to the condensed consolidated interim financial statements.
1
SNDL Inc.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
(Unaudited - expressed in thousands of Canadian dollars, except per share amounts)
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
Note |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net revenue |
|
18 |
|
|
237,994 |
|
|
|
244,219 |
|
|
|
669,666 |
|
|
|
693,902 |
|
Cost of sales |
|
7 |
|
|
180,108 |
|
|
|
180,042 |
|
|
|
502,619 |
|
|
|
505,483 |
|
Gross profit |
|
|
|
|
57,886 |
|
|
|
64,177 |
|
|
|
167,047 |
|
|
|
188,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment income |
|
19 |
|
|
927 |
|
|
|
1,777 |
|
|
|
3,472 |
|
|
|
6,162 |
|
Share of profit (loss) of equity-accounted investees |
|
13 |
|
|
6,934 |
|
|
|
(234 |
) |
|
|
5,084 |
|
|
|
(4,387 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
43,284 |
|
|
|
45,967 |
|
|
|
132,732 |
|
|
|
137,702 |
|
Sales and marketing |
|
|
|
|
3,462 |
|
|
|
3,617 |
|
|
|
11,136 |
|
|
|
10,768 |
|
Depreciation and amortization |
|
8,9,11 |
|
|
12,659 |
|
|
|
12,928 |
|
|
|
38,145 |
|
|
|
39,076 |
|
Share-based compensation |
|
17 |
|
|
1,767 |
|
|
|
10,883 |
|
|
|
5,033 |
|
|
|
15,190 |
|
Restructuring costs |
|
|
|
|
577 |
|
|
|
1,134 |
|
|
|
1,608 |
|
|
|
2,287 |
|
Asset impairment, net |
|
8,9,14 |
|
|
52,331 |
|
|
|
2,051 |
|
|
|
52,151 |
|
|
|
2,971 |
|
Other income |
|
|
|
|
— |
|
|
|
— |
|
|
|
(81 |
) |
|
|
— |
|
Research and development |
|
|
|
|
— |
|
|
|
156 |
|
|
|
12 |
|
|
|
354 |
|
(Gain) loss on disposition of assets |
|
|
|
|
(16 |
) |
|
|
34 |
|
|
|
139 |
|
|
|
(54 |
) |
Operating loss |
|
|
|
|
(48,317 |
) |
|
|
(11,050 |
) |
|
|
(65,272 |
) |
|
|
(18,100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expenses, net |
|
20 |
|
|
(2,464 |
) |
|
|
(2,269 |
) |
|
|
(6,424 |
) |
|
|
(7,041 |
) |
Loss before income tax |
|
|
|
|
(50,781 |
) |
|
|
(13,319 |
) |
|
|
(71,696 |
) |
|
|
(25,141 |
) |
Income tax (expense) recovery |
|
|
|
|
(8 |
) |
|
|
— |
|
|
|
3,174 |
|
|
|
— |
|
Net loss |
|
|
|
|
(50,789 |
) |
|
|
(13,319 |
) |
|
|
(68,522 |
) |
|
|
(25,141 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-accounted investees - share of other comprehensive (loss) income |
|
13 |
|
|
(29 |
) |
|
|
7,709 |
|
|
|
10,625 |
|
|
|
(13,250 |
) |
Investments at fair value through other comprehensive income ("FVOCI") - change in fair value |
|
12 |
|
|
2,773 |
|
|
|
12,940 |
|
|
|
1,690 |
|
|
|
9,754 |
|
Comprehensive (loss) income |
|
|
|
|
(48,045 |
) |
|
|
7,330 |
|
|
|
(56,207 |
) |
|
|
(28,637 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per common share attributable to owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
22 |
|
$ |
(0.21 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.27 |
) |
|
$ |
(0.10 |
) |
See accompanying notes to the condensed consolidated interim financial statements.
2
SNDL Inc.
Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity
(Unaudited - expressed in thousands of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
Accumulated other |
|
|
|
|||||||||
|
Note |
Share capital |
|
Warrants |
|
Contributed surplus |
|
Accumulated deficit |
|
Equity-accounted investees |
|
Investments at FVOCI |
|
Total |
|
|||||||
Balance at December 31, 2025 |
|
|
2,310,398 |
|
|
306 |
|
|
54,038 |
|
|
(1,302,441 |
) |
|
31,673 |
|
|
7,222 |
|
|
1,101,196 |
|
Net loss |
|
|
— |
|
|
— |
|
|
— |
|
|
(68,522 |
) |
|
— |
|
|
— |
|
|
(68,522 |
) |
Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10,625 |
|
|
1,690 |
|
|
12,315 |
|
Share issuances |
|
|
10 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10 |
|
Share repurchases |
16(b) |
|
(189,386 |
) |
|
— |
|
|
— |
|
|
145,910 |
|
|
— |
|
|
— |
|
|
(43,476 |
) |
Share-based compensation |
17 |
|
— |
|
|
— |
|
|
5,672 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,672 |
|
Employee awards exercised |
|
|
6,333 |
|
|
— |
|
|
(6,333 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Balance at September 30, 2026 |
|
|
2,127,355 |
|
|
306 |
|
|
53,377 |
|
|
(1,225,053 |
) |
|
42,298 |
|
|
8,912 |
|
|
1,007,195 |
|
Balance at December 31, 2024 |
|
|
2,346,728 |
|
|
667 |
|
|
57,156 |
|
|
(1,323,965 |
) |
|
50,906 |
|
|
1,864 |
|
|
1,133,356 |
|
Net loss |
|
|
— |
|
|
— |
|
|
— |
|
|
(25,141 |
) |
|
— |
|
|
— |
|
|
(25,141 |
) |
Other comprehensive (loss) income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(13,250 |
) |
|
9,754 |
|
|
(3,496 |
) |
Share repurchases |
|
|
(51,465 |
) |
|
— |
|
|
— |
|
|
36,396 |
|
|
— |
|
|
— |
|
|
(15,069 |
) |
Share-based compensation |
17 |
|
— |
|
|
— |
|
|
9,641 |
|
|
— |
|
|
— |
|
|
— |
|
|
9,641 |
|
Employee awards exercised |
|
|
362 |
|
|
— |
|
|
(362 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Balance at September 30, 2025 |
|
|
2,295,625 |
|
|
667 |
|
|
66,435 |
|
|
(1,312,710 |
) |
|
37,656 |
|
|
11,618 |
|
|
1,099,291 |
|
See accompanying notes to the condensed consolidated interim financial statements.
3
SNDL Inc.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited - expressed in thousands of Canadian dollars)
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
Note |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cash provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss for the period |
|
|
|
|
(50,789 |
) |
|
|
(13,319 |
) |
|
|
(68,522 |
) |
|
|
(25,141 |
) |
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense (recovery) |
|
|
|
|
8 |
|
|
|
— |
|
|
|
(3,174 |
) |
|
|
— |
|
Interest and fee income |
|
19 |
|
|
(927 |
) |
|
|
(1,675 |
) |
|
|
(3,417 |
) |
|
|
(5,849 |
) |
Change in fair value of biological assets |
|
6 |
|
|
585 |
|
|
|
180 |
|
|
|
594 |
|
|
|
(2,559 |
) |
Change in fair value of inventory sold |
|
|
|
|
(276 |
) |
|
|
349 |
|
|
|
249 |
|
|
|
1,313 |
|
Share-based compensation |
|
17 |
|
|
1,767 |
|
|
|
10,883 |
|
|
|
5,033 |
|
|
|
15,190 |
|
Depreciation and amortization |
|
8,9,11 |
|
|
13,893 |
|
|
|
13,972 |
|
|
|
41,998 |
|
|
|
42,108 |
|
(Gain) loss on disposition of assets |
|
|
|
|
(16 |
) |
|
|
34 |
|
|
|
139 |
|
|
|
(54 |
) |
Inventory impairment and obsolescence |
|
7 |
|
|
3,455 |
|
|
|
1,833 |
|
|
|
6,057 |
|
|
|
2,663 |
|
Finance costs, net |
|
20 |
|
|
1,951 |
|
|
|
1,812 |
|
|
|
6,007 |
|
|
|
5,149 |
|
Change in estimate of fair value of derivative warrants |
|
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
(26 |
) |
Unrealized foreign exchange loss (gain) |
|
|
|
|
180 |
|
|
|
(153 |
) |
|
|
(832 |
) |
|
|
40 |
|
Transaction costs |
|
|
|
|
— |
|
|
|
— |
|
|
|
10 |
|
|
|
— |
|
Asset impairment, net |
|
8,9,14 |
|
|
52,331 |
|
|
|
2,051 |
|
|
|
52,151 |
|
|
|
2,971 |
|
Share of (profit) loss of equity-accounted investees |
|
13 |
|
|
(6,934 |
) |
|
|
234 |
|
|
|
(5,084 |
) |
|
|
4,387 |
|
Unrealized (gain) on marketable securities |
|
19 |
|
|
— |
|
|
|
(102 |
) |
|
|
(55 |
) |
|
|
(313 |
) |
Additions to marketable securities |
|
|
|
|
— |
|
|
|
— |
|
|
|
151 |
|
|
|
313 |
|
Income distributions from equity-accounted investees |
|
13 |
|
|
315 |
|
|
|
— |
|
|
|
315 |
|
|
|
68 |
|
Interest received |
|
|
|
|
822 |
|
|
|
1,409 |
|
|
|
3,377 |
|
|
|
5,628 |
|
Exercise of cash-settled deferred share units |
|
17(d) |
|
|
— |
|
|
|
— |
|
|
|
(474 |
) |
|
|
— |
|
Change in non-cash working capital |
|
3,21 |
|
|
2,185 |
|
|
|
14,194 |
|
|
|
(8,805 |
) |
|
|
(282 |
) |
Net cash provided by operating activities |
|
|
|
|
18,550 |
|
|
|
31,701 |
|
|
|
25,718 |
|
|
|
45,606 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions to property, plant and equipment |
|
9 |
|
|
(1,196 |
) |
|
|
(5,185 |
) |
|
|
(5,620 |
) |
|
|
(8,853 |
) |
Additions to investments |
|
12 |
|
|
— |
|
|
|
— |
|
|
|
(4,183 |
) |
|
|
(16,414 |
) |
Principal payments from investments |
|
12 |
|
|
121 |
|
|
|
129 |
|
|
|
359 |
|
|
|
27,293 |
|
Proceeds from disposal of investments |
|
12 |
|
|
— |
|
|
|
15,058 |
|
|
|
— |
|
|
|
15,058 |
|
Capital (contributions) distributions from equity-accounted investees |
|
13 |
|
|
(60,762 |
) |
|
|
481 |
|
|
|
(63,628 |
) |
|
|
4,273 |
|
Proceeds from disposal of property, plant and equipment |
|
9 |
|
|
538 |
|
|
|
— |
|
|
|
2,332 |
|
|
|
166 |
|
Acquisitions |
|
4 |
|
|
— |
|
|
|
— |
|
|
|
(2,900 |
) |
|
|
(1,000 |
) |
Change in non-cash working capital |
|
21 |
|
|
75 |
|
|
|
39 |
|
|
|
712 |
|
|
|
10 |
|
Net cash (used in) provided by investing activities |
|
|
|
|
(61,224 |
) |
|
|
10,522 |
|
|
|
(72,928 |
) |
|
|
20,533 |
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in restricted cash |
|
|
|
|
11,950 |
|
|
|
— |
|
|
|
11,950 |
|
|
|
— |
|
Payments on lease liabilities, net |
|
10,15 |
|
|
(10,228 |
) |
|
|
(9,920 |
) |
|
|
(30,385 |
) |
|
|
(29,217 |
) |
Repurchase of common shares |
|
16(b) |
|
|
(10,042 |
) |
|
|
(3 |
) |
|
|
(43,113 |
) |
|
|
(15,034 |
) |
Change in non-cash working capital |
|
21 |
|
|
265 |
|
|
|
57 |
|
|
|
1,136 |
|
|
|
334 |
|
Net cash used in financing activities |
|
|
|
|
(8,055 |
) |
|
|
(9,866 |
) |
|
|
(60,412 |
) |
|
|
(43,917 |
) |
Change in cash and cash equivalents |
|
|
|
|
(50,729 |
) |
|
|
32,357 |
|
|
|
(107,622 |
) |
|
|
22,222 |
|
Adjustment on initial application of amendments to IFRS 9 on January 1, 2026 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(12,142 |
) |
|
|
— |
|
Cash and cash equivalents, beginning of period |
|
|
|
|
183,208 |
|
|
|
208,224 |
|
|
|
252,243 |
|
|
|
218,359 |
|
Cash and cash equivalents, end of period |
|
|
|
|
132,479 |
|
|
|
240,581 |
|
|
|
132,479 |
|
|
|
240,581 |
|
See accompanying notes to the condensed consolidated interim financial statements.
4
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
SNDL Inc. (“SNDL” or the “Company”) was incorporated under the Business Corporations Act (Alberta) on August 19, 2006.
The Company’s head office is located at 101, 17220 Stony Plain Road NW, Edmonton, Alberta, Canada, T5S 1K6.
The principal activities of the Company are the retailing of wines, beers and spirits, the operation and support of corporate-owned, controlled and franchised retail cannabis stores in certain Canadian jurisdictions where the private sale of adult-use cannabis is permitted, the manufacturing of cannabis products providing proprietary cannabis processing services, the production, distribution and sale of cannabis in Canada and for export pursuant to the Cannabis Act (Canada) (the “Cannabis Act”), and the deployment of capital to investment opportunities. The Cannabis Act regulates the production, distribution, and possession of cannabis for both medical and adult-use access in Canada.
SNDL and its subsidiaries operate solely in Canada. Through its joint venture, SunStream Bancorp Inc. (“SunStream”) (note 13), the Company provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. The Company also makes strategic portfolio investments in debt and equity securities.
The Company’s liquor retail operations are seasonal in nature. Accordingly, sales will vary by quarter based on consumer spending behaviour. The Company is able to adjust certain variable costs in response to seasonal revenue patterns; however, costs such as occupancy are fixed, causing the Company to report a higher level of earnings in the third and fourth quarters. This business seasonality results in quarterly performance that is not necessarily indicative of the year’s performance. The cannabis industry is a growing industry and the Company has not observed significant seasonality as of yet.
The Company’s common shares trade on the Nasdaq Capital Market under the ticker symbol “SNDL” and on the Canadian Securities Exchange under the symbol “SNDL”.
U.S. TARIFFS
Since early 2025, the U.S. administration has imposed tariffs on imports from certain countries, including Canada, and the Canadian government has responded with its own tariffs on certain imports from the United States. During the third quarter of 2026, trade tensions escalated, including through the imposition of additional United States tariffs on Canadian goods and Canadian counter-tariffs on United States-origin goods, and trade negotiations between Canada and the United States were suspended. Whether and when negotiations will resume, and the terms of any resulting agreement are unknown. These measures and the risk of further tariffs and retaliatory actions have created uncertainty, which has permeated the economic and investment outlook, impacting current economic conditions, including such issues as the inflation rate and the global supply chain. Aside from the impact on the global economy, these tariffs may continue to impact SNDL.
In response to tariffs imposed by the United States, several Canadian provinces had taken retaliatory measures by removing United States alcohol from store shelves and restaurant, bar and retailer fulfillment catalogues. While some provinces, including Alberta, have lifted their ban on United States liquor imports, other provinces continue to impose the ban.
SNDL is continuing to monitor the evolving situation and the impacts and potential consequences on its financial position. The Company did not experience a significant impact to its financial performance during the nine months ended September 30, 2026.
5
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
Statement of compliance
These condensed consolidated interim financial statements (“financial statements”) have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. These financial statements were prepared using the same accounting policies and methods as those disclosed in the annual consolidated financial statements for the year ended December 31, 2025. These financial statements should be read in conjunction with the annual consolidated financial statements for the Company for the year ended December 31, 2025.
Certain prior period amounts have been reclassified to conform to current year presentation. Specifically, changes to investments have been separated into additions to investments and principal payments from investments and change in fair value of biological assets has been separated into change in fair value of biological assets and change in fair value of inventory sold, both on the condensed consolidated interim statement of cash flows.
These financial statements were approved and authorized for issue by the board of directors of the Company (the “Board”) on October 26, 2026.
Classification and Measurement of Financial Instruments — Amendments to IFRS 9 and IFRS 7
On January 1, 2026, the Company adopted the amendments to IFRS 9 and IFRS 7 using the prospective application. The amendments include the following:
Impact on adoption
At September 30, 2026, there was an $8.8 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, which is reflected in the statement of financial position and statement of cash flows. The Company estimated the impact to be approximately $12.1 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, had the amendments been in effect for the annual period ending December 31, 2025.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after January 1, 2027. The new accounting standard introduces the following key new requirements:
In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.
6
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
The Company is still in the process of assessing the impact of the new accounting standard, particularly with respect to the structure of the Company’s statement of profit or loss, the statement of cash flows and the additional disclosures required for management-defined performance measures.
On April 9, 2025, the Company announced that it had entered into an arrangement agreement (the “1CM Agreement”) with 1CM Inc. (“1CM”) pursuant to which it would acquire 32 cannabis retail stores (the “1CM Transaction”) operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan (the “1CM Stores”).
Under the terms of the 1CM Agreement, the Company would acquire, with the option to assign, the 1CM Stores for total consideration of $32.2 million cash, subject to certain adjustments at the closing of the 1CM Transaction. The 1CM Stores are comprised of 2 stores in Alberta, 3 stores in Saskatchewan and 27 stores located in Ontario.
The 1CM Transaction was to be completed by way of an arrangement under the Business Corporations Act (Ontario). On June 16, 2025, 1CM announced the approval of the 1CM Transaction by 1CM shareholders. On June 18, 2025, 1CM announced that the Ontario Superior Court of Justice (Commercial List) approved the plan of arrangement involving SNDL.
On December 15, 2025, the Company announced that it had entered into an amended and restated arrangement agreement (the “1CM A&R Agreement”). Under the 1CM A&R Agreement, the parties agreed to, among other things, complete the 1CM Transaction in two stages to align with the status of required provincial regulatory approvals. The aggregate purchase price for the 1CM Transaction had not been amended.
On January 7, 2026, the first closing (“First Closing”) was completed and involved the purchase of 5 cannabis retail stores located in Alberta and Saskatchewan. The purchase price for the First Closing was $5.0 million cash, subject to certain adjustments at the time of the First Closing. Pursuant to the 1CM A&R Agreement, in December 2025, the Company had previously paid a $2.0 million non-refundable cash deposit towards the purchase price in respect of the First Closing.
The second closing (“Second Closing”) was expected to occur in the first half of 2026 for the purchase of the remaining 27 cannabis retail stores, each of which are located in Ontario. The 1CM Transaction had an outside date that was extended from December 31, 2025 to May 31, 2026. On May 27, 2026, the Company announced that the Second Closing was not expected to proceed following a prolonged regulatory review process that extended beyond commercially reasonable timelines contemplated by the parties. The Company paid a $0.26 million termination fee that was deducted from the previously paid $1.0 million deposit meant to be applied towards the purchase price in respect of the Second Closing, and the remaining $0.74 million was returned to the Company.
The purchase price allocation is not final as the Company continues to obtain and verify information required to determine the fair value of certain assets and liabilities and the amount of deferred income taxes, if any, arising on their recognition.
Due to the inherent complexity associated with valuations and the timing of the acquisition, the amounts below are provisional and subject to adjustment. The fair value of consideration paid was as follows:
|
Provisional |
|
Adjustments |
|
Provisional |
|
|||
Cash |
|
5,000 |
|
|
— |
|
|
5,000 |
|
7
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
The preliminary fair value of the assets and liabilities acquired was as follows:
|
Provisional |
|
Adjustments |
|
Provisional |
|
|||
Inventory |
|
385 |
|
|
22 |
|
|
407 |
|
Prepaid expenses and deposits |
|
10 |
|
|
— |
|
|
10 |
|
Right of use assets |
|
554 |
|
|
1,150 |
|
|
1,704 |
|
Property, plant and equipment |
|
1,172 |
|
|
— |
|
|
1,172 |
|
Lease liabilities |
|
(435 |
) |
|
(870 |
) |
|
(1,305 |
) |
Total identifiable net assets acquired |
|
1,686 |
|
|
302 |
|
|
1,988 |
|
Goodwill |
|
3,314 |
|
|
(302 |
) |
|
3,012 |
|
|
|
5,000 |
|
|
— |
|
|
5,000 |
|
Goodwill reflects benefits arising from the acquisition that are not individually identifiable or separately recognizable, including expected operational synergies and future growth opportunities.
As new information is obtained within one year of the date of acquisition, about facts and circumstances that existed at the date of acquisition, the accounting for the acquisition will be revised.
The consolidated financial statements incorporate the operations of the 5 cannabis retail stores located in Alberta and Saskatchewan commencing January 8, 2026. During the period January 8, 2026 to September 30, 2026 the Company recorded revenues of $3.3 million and a net earnings of $0.6 million from the 5 cannabis retail stores. Had the First Closing closed on January 1, 2026, management estimates that for the period January 1, 2026, to January 7, 2026, revenue would have increased by $79 thousand and net earnings would have decreased by $17 thousand. In determining these amounts, management assumes the fair values on the date of acquisition would have been the same as if the acquisition had occurred on January 1, 2026.
The Company incurred costs related to the First Closing of $0.3 million which have been included in transaction costs.
The Company’s reportable segments are organized by business line and are comprised of four reportable segments: liquor retail, cannabis retail, cannabis operations, and investments.
Liquor retail includes the sale of wines, beers and spirits through wholly owned liquor stores. Cannabis retail includes the private sale of adult-use cannabis products and accessories through corporate-owned, controlled and franchised retail cannabis stores. Cannabis operations include the cultivation, distribution and sale of cannabis for the adult-use and medical markets domestically and for export, and providing proprietary cannabis processing services, in addition to product development, manufacturing, and commercialization of cannabis consumer packaged goods. Investments include the deployment of capital to investment opportunities. Certain overhead expenses not directly attributable to any operating segment are reported as “Corporate”.
8
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
|
Cannabis |
|
Cannabis |
|
Intersegment |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
||||||||
As at September 30, 2026 |
|
|||||||||||||||||||||||
Total assets |
|
209,052 |
|
|
153,046 |
|
|
— |
|
|
362,098 |
|
|
310,490 |
|
|
485,150 |
|
|
66,432 |
|
|
1,224,170 |
|
Nine months ended September 30, 2026 |
|
|||||||||||||||||||||||
Net revenue (1) |
|
246,154 |
|
|
88,704 |
|
|
(38,757 |
) |
|
296,101 |
|
|
373,565 |
|
|
— |
|
|
— |
|
|
669,666 |
|
Gross profit |
|
65,472 |
|
|
4,747 |
|
|
— |
|
|
70,219 |
|
|
96,828 |
|
|
— |
|
|
— |
|
|
167,047 |
|
Operating income (loss) |
|
9,328 |
|
|
(80,836 |
) |
|
— |
|
|
(71,508 |
) |
|
5,899 |
|
|
8,340 |
|
|
(8,003 |
) |
|
(65,272 |
) |
Earnings (loss) before income tax |
|
7,596 |
|
|
(80,993 |
) |
|
— |
|
|
(73,397 |
) |
|
1,738 |
|
|
8,340 |
|
|
(8,377 |
) |
|
(71,696 |
) |
Three months ended September 30, 2026 |
|
|||||||||||||||||||||||
Net revenue (1) |
|
85,605 |
|
|
27,040 |
|
|
(9,425 |
) |
|
103,220 |
|
|
134,774 |
|
|
— |
|
|
— |
|
|
237,994 |
|
Gross profit |
|
23,118 |
|
|
(1,622 |
) |
|
— |
|
|
21,496 |
|
|
36,390 |
|
|
— |
|
|
— |
|
|
57,886 |
|
Operating income (loss) |
|
5,244 |
|
|
(64,693 |
) |
|
— |
|
|
(59,449 |
) |
|
6,035 |
|
|
7,861 |
|
|
(2,764 |
) |
|
(48,317 |
) |
Earnings (loss) before income tax |
|
4,666 |
|
|
(64,709 |
) |
|
— |
|
|
(60,043 |
) |
|
4,652 |
|
|
7,861 |
|
|
(3,251 |
) |
|
(50,781 |
) |
|
Cannabis |
|
Cannabis |
|
Intersegment |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
||||||||
As at December 31, 2025 |
|
|||||||||||||||||||||||
Total assets |
|
219,462 |
|
|
211,625 |
|
|
— |
|
|
431,087 |
|
|
324,447 |
|
|
397,537 |
|
|
182,846 |
|
|
1,335,917 |
|
Nine months ended September 30, 2025 |
|
|||||||||||||||||||||||
Net revenue (1) |
|
246,960 |
|
|
107,544 |
|
|
(51,391 |
) |
|
303,113 |
|
|
390,789 |
|
|
— |
|
|
— |
|
|
693,902 |
|
Gross profit |
|
63,974 |
|
|
23,452 |
|
|
— |
|
|
87,426 |
|
|
100,993 |
|
|
— |
|
|
— |
|
|
188,419 |
|
Operating income (loss) (2) |
|
10,557 |
|
|
(20,186 |
) |
|
— |
|
|
(9,629 |
) |
|
10,884 |
|
|
1,775 |
|
|
(21,130 |
) |
|
(18,100 |
) |
Earnings (loss) before income tax (2) |
|
8,422 |
|
|
(20,330 |
) |
|
— |
|
|
(11,908 |
) |
|
7,964 |
|
|
1,775 |
|
|
(22,972 |
) |
|
(25,141 |
) |
Three months ended September 30, 2025 |
|
|||||||||||||||||||||||
Net revenue (1) |
|
85,021 |
|
|
37,389 |
|
|
(17,579 |
) |
|
104,831 |
|
|
139,388 |
|
|
— |
|
|
— |
|
|
244,219 |
|
Gross profit |
|
22,465 |
|
|
5,008 |
|
|
— |
|
|
27,473 |
|
|
36,704 |
|
|
— |
|
|
— |
|
|
64,177 |
|
Operating income (loss) (2) |
|
5,047 |
|
|
(10,882 |
) |
|
— |
|
|
(5,835 |
) |
|
6,591 |
|
|
1,543 |
|
|
(13,349 |
) |
|
(11,050 |
) |
Earnings (loss) before income tax (2) |
|
4,028 |
|
|
(10,906 |
) |
|
— |
|
|
(6,878 |
) |
|
5,743 |
|
|
1,543 |
|
|
(13,727 |
) |
|
(13,319 |
) |
In 2026, the Company began allocating applicable direct and indirect overhead costs, incorporating employee utilization and head count, from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.
The following tables present the effect of the adjustments made to operating income (loss) and earnings (loss) before income tax for the periods indicated.
9
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
|
Cannabis |
|
Cannabis |
|
Intersegment |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
||||||||
Nine months ended September 30, 2025 |
|
|||||||||||||||||||||||
Operating income (loss) as previously reported |
|
22,329 |
|
|
(3,628 |
) |
|
— |
|
|
18,701 |
|
|
24,276 |
|
|
1,775 |
|
|
(62,852 |
) |
|
(18,100 |
) |
Adjustment to general and administrative expenses |
|
(11,772 |
) |
|
(16,558 |
) |
|
— |
|
|
(28,330 |
) |
|
(13,392 |
) |
|
— |
|
|
41,722 |
|
|
— |
|
Operating income (loss) as recast |
|
10,557 |
|
|
(20,186 |
) |
|
— |
|
|
(9,629 |
) |
|
10,884 |
|
|
1,775 |
|
|
(21,130 |
) |
|
(18,100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) before income tax as previously reported |
|
20,194 |
|
|
(3,772 |
) |
|
— |
|
|
16,422 |
|
|
21,356 |
|
|
1,775 |
|
|
(64,694 |
) |
|
(25,141 |
) |
Adjustment to general and administrative expenses |
|
(11,772 |
) |
|
(16,558 |
) |
|
— |
|
|
(28,330 |
) |
|
(13,392 |
) |
|
— |
|
|
41,722 |
|
|
— |
|
Earnings (loss) before income tax as recast |
|
8,422 |
|
|
(20,330 |
) |
|
— |
|
|
(11,908 |
) |
|
7,964 |
|
|
1,775 |
|
|
(22,972 |
) |
|
(25,141 |
) |
|
Cannabis |
|
Cannabis |
|
Intersegment |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
||||||||
Three months ended September 30, 2025 |
|
|||||||||||||||||||||||
Operating income (loss) as previously reported |
|
9,105 |
|
|
(5,434 |
) |
|
— |
|
|
3,671 |
|
|
11,222 |
|
|
1,543 |
|
|
(27,486 |
) |
|
(11,050 |
) |
Adjustment to general and administrative expenses |
|
(4,058 |
) |
|
(5,448 |
) |
|
— |
|
|
(9,506 |
) |
|
(4,631 |
) |
|
— |
|
|
14,137 |
|
|
— |
|
Operating income (loss) as recast |
|
5,047 |
|
|
(10,882 |
) |
|
— |
|
|
(5,835 |
) |
|
6,591 |
|
|
1,543 |
|
|
(13,349 |
) |
|
(11,050 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) before income tax as previously reported |
|
8,086 |
|
|
(5,458 |
) |
|
— |
|
|
2,628 |
|
|
10,374 |
|
|
1,543 |
|
|
(27,864 |
) |
|
(13,319 |
) |
Adjustment to general and administrative expenses |
|
(4,058 |
) |
|
(5,448 |
) |
|
— |
|
|
(9,506 |
) |
|
(4,631 |
) |
|
— |
|
|
14,137 |
|
|
— |
|
Earnings (loss) before income tax as recast |
|
4,028 |
|
|
(10,906 |
) |
|
— |
|
|
(6,878 |
) |
|
5,743 |
|
|
1,543 |
|
|
(13,727 |
) |
|
(13,319 |
) |
Geographical disclosure
As at September 30, 2026, the Company had non-current assets related to credit investments in the United States of $467.7 million (December 31, 2025 – $385.5 million). For the nine months ended September 30, 2026, share of profit of equity-accounted investees related to operations in the United States was a profit of $5.1 million (nine months ended September 30, 2025 – loss of $4.4 million). All other non-current assets relate to operations in Canada and revenues from external customers relate to operations in Canada.
10
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
The Company’s biological assets consist of cannabis plants in various stages of vegetation, including plants which have not been harvested. The change in carrying value of biological assets is as follows:
As at |
September 30, 2026 |
|
December 31, 2025 |
|
||
Balance, beginning of year |
|
3,120 |
|
|
1,187 |
|
Increase in biological assets due to capitalized costs |
|
13,914 |
|
|
16,082 |
|
Net change in fair value of biological assets |
|
(594 |
) |
|
2,322 |
|
Transferred to inventory upon harvest |
|
(14,033 |
) |
|
(16,471 |
) |
Balance, end of period |
|
2,407 |
|
|
3,120 |
|
Biological assets are valued in accordance with International Accounting Standard 41 – Agriculture and are presented at their fair value less costs to sell up to the point of harvest. This is determined using a model which estimates the expected harvest yield in grams for plants currently being cultivated, and then adjusts that amount for the expected selling price less costs to produce and sell per gram.
The fair value measurements for biological assets have been categorized as Level 3 fair values based on the inputs to the valuation technique used. The Company’s method of accounting for biological assets attributes value accretion on a straight-line basis throughout the life of the biological asset from initial cloning to the point of harvest.
The Company estimates the harvest yields for cannabis at various stages of growth. As at September 30, 2026, it is estimated that the Company’s biological assets will yield approximately 11,024 kilograms (December 31, 2025 – 12,189 kilograms) of dry cannabis when harvested. During the nine months ended September 30, 2026, the Company harvested 30,336 kilograms of dry cannabis (nine months ended September 30, 2025 – 19,681 kilograms).
As at |
September 30, 2026 |
|
December 31, 2025 |
|
||
Retail liquor |
|
77,561 |
|
|
75,145 |
|
Retail cannabis |
|
16,871 |
|
|
16,348 |
|
Harvested cannabis |
|
|
|
|
||
Work-in-progress |
|
1,853 |
|
|
2,203 |
|
Finished goods |
|
4,482 |
|
|
4,342 |
|
Manufactured cannabis |
|
|
|
|
||
Dried cannabis & biomass |
|
587 |
|
|
2,270 |
|
Work in progress |
|
12,294 |
|
|
12,577 |
|
Finished goods |
|
8,077 |
|
|
5,600 |
|
Packaging supplies and consumables |
|
6,996 |
|
|
8,392 |
|
|
|
128,721 |
|
|
126,877 |
|
During the three and nine months ended September 30, 2026, inventories of $176.3 million and $495.7 million were recognized in cost of sales as an expense (three and nine months ended September 30, 2025 – $177.7 million and $504.1 million).
During the three and nine months ended September 30, 2026, the Company recognized inventory write downs of $3.5 million and $6.1 million (three and nine months ended September 30, 2025 – $1.8 million and $2.7 million).
11
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
Cost |
|
|
|
|
Balance at December 31, 2025 |
|
|
270,591 |
|
Acquisition (note 4) |
|
|
1,704 |
|
Additions |
|
|
5,113 |
|
Renewals, remeasurements and dispositions |
|
|
10,744 |
|
Balance at September 30, 2026 |
|
|
288,152 |
|
|
|
|
|
|
Accumulated depreciation and impairment |
|
|
|
|
Balance at December 31, 2025 |
|
|
132,238 |
|
Depreciation |
|
|
24,848 |
|
Impairment reversal |
|
|
(542 |
) |
Balance at September 30, 2026 |
|
|
156,544 |
|
|
|
|
|
|
Net book value |
|
|
|
|
Balance at December 31, 2025 |
|
|
138,353 |
|
Balance at September 30, 2026 |
|
|
131,608 |
|
For the nine months ended September 30, 2026, renewals, remeasurements and dispositions of $10.7 million mainly related to lease renewals for which the Company reassessed likely terms.
For the nine months ended September 30, 2026, the Company recorded the following net impairment losses (reversals) on right of use assets:
|
Reporting Segment |
|
|
|
|||||
Three months ended |
Liquor retail |
|
Cannabis retail |
|
Total |
|
|||
March 31, 2026 |
|
— |
|
|
(300 |
) |
|
(300 |
) |
June 30, 2026 |
|
— |
|
|
— |
|
|
— |
|
September 30, 2026 |
|
— |
|
|
(242 |
) |
|
(242 |
) |
|
|
— |
|
|
(542 |
) |
|
(542 |
) |
Refer to note 9 for the significant assumptions applied in the impairment test.
For the nine months ended September 30, 2025, the Company recorded the following net impairment losses (reversals) on right of use assets:
|
Reporting Segment |
|
|
|
|||||
Three months ended |
Liquor retail |
|
Cannabis retail |
|
Total |
|
|||
March 31, 2025 |
|
— |
|
|
(468 |
) |
|
(468 |
) |
June 30, 2025 |
|
— |
|
|
(586 |
) |
|
(586 |
) |
September 30, 2025 |
|
— |
|
|
(461 |
) |
|
(461 |
) |
|
|
— |
|
|
(1,515 |
) |
|
(1,515 |
) |
12
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
|
Land |
|
Production facilities |
|
Leasehold improvements |
|
Equipment |
|
Construction |
|
Total |
|
||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2025 |
|
9,454 |
|
|
69,519 |
|
|
84,580 |
|
|
111,672 |
|
|
5,153 |
|
|
280,378 |
|
Acquisition (note 4) |
|
— |
|
|
— |
|
|
1,172 |
|
|
— |
|
|
— |
|
|
1,172 |
|
Additions |
|
— |
|
|
460 |
|
|
103 |
|
|
2,933 |
|
|
1,408 |
|
|
4,904 |
|
Transfers from CIP |
|
— |
|
|
122 |
|
|
(971 |
) |
|
5,557 |
|
|
(4,708 |
) |
|
— |
|
Dispositions |
|
— |
|
|
(2,626 |
) |
|
— |
|
|
(456 |
) |
|
— |
|
|
(3,082 |
) |
Balance at September 30, 2026 |
|
9,454 |
|
|
67,475 |
|
|
84,884 |
|
|
119,706 |
|
|
1,853 |
|
|
283,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accumulated depreciation and impairment |
|
|||||||||||||||||
Balance at December 31, 2025 |
|
689 |
|
|
11,567 |
|
|
45,907 |
|
|
70,315 |
|
|
— |
|
|
128,478 |
|
Depreciation |
|
— |
|
|
1,732 |
|
|
6,042 |
|
|
7,290 |
|
|
— |
|
|
15,064 |
|
Impairment (recovery) |
|
— |
|
|
475 |
|
|
(587 |
) |
|
783 |
|
|
— |
|
|
671 |
|
Dispositions |
|
— |
|
|
— |
|
|
— |
|
|
(217 |
) |
|
— |
|
|
(217 |
) |
Balance at September 30, 2026 |
|
689 |
|
|
13,774 |
|
|
51,362 |
|
|
78,171 |
|
|
— |
|
|
143,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2025 |
|
8,765 |
|
|
57,952 |
|
|
38,673 |
|
|
41,357 |
|
|
5,153 |
|
|
151,900 |
|
Balance at September 30, 2026 |
|
8,765 |
|
|
53,701 |
|
|
33,522 |
|
|
41,535 |
|
|
1,853 |
|
|
139,376 |
|
During the nine months ended September 30, 2026, depreciation expense of $3.9 million was capitalized to biological assets and inventory (nine months ended September 30, 2025 – $3.0 million).
During the three months ended March 31, 2026, the Company determined that indicators of impairment existed relating to the Stellarton facility due to slow moving market conditions. The estimated recoverable amount of the facility was determined to be its fair value less costs of disposal and an impairment of $0.5 million was recorded to write down the facility to its recoverable amount of $1.9 million. The fair value measurement was categorized within Level 3 of the fair value hierarchy. The impairment was recognized in the Company’s cannabis operations reporting segment. During the three months ended June 30, 2026, proceeds of $1.7 million were received for the disposition of the Stellarton facility and a loss on disposal of $0.2 million was recognized.
During the three months ended September 30, 2026, the Company determined that indicators of impairment existed relating to certain machinery and equipment, due to a rationalization of product lines and the decommissioning of certain manufacturing equipment. The estimated recoverable amount of the assets was determined to be nil and an impairment of $1.0 million was recorded. The impairment was recognized in the Company’s cannabis operations segment.
During the nine months ended September 30, 2026, the Company determined that indicators of impairment reversal existed relating to four cannabis retail stores and three liquor retail stores showing improved store level operating results. For impairment testing of retail property, plant and equipment and right of use assets, the Company determined that a cash generating unit (“CGU”) was defined as each individual retail store. The Company completed impairment tests for each CGU determined to have an indicator of potential impairment or impairment reversal using a discounted cash flow model. The recoverable amounts for each CGU were based on the higher of its estimated value in use and fair value less costs of disposal using Level 3 inputs. The significant assumptions applied in the impairment test are described below:
13
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
For the nine months ended September 30, 2026, the Company recorded the following net impairment losses (reversals) on retail property, plant and equipment:
|
Reporting Segment |
|
|
|
|||||
Three months ended |
Liquor retail |
|
Cannabis retail |
|
Total |
|
|||
March 31, 2026 |
|
(171 |
) |
|
(182 |
) |
|
(353 |
) |
June 30, 2026 |
|
— |
|
|
(2 |
) |
|
(2 |
) |
September 30, 2026 |
|
— |
|
|
(416 |
) |
|
(416 |
) |
|
|
(171 |
) |
|
(600 |
) |
|
(771 |
) |
The Company also recorded impairment losses and impairment reversals on right of use assets (note 8).
For the nine months ended September 30, 2025, the Company recorded the following net impairment losses (reversals) on retail property, plant and equipment:
|
Reporting Segment |
|
|
|
|||||
Three months ended |
Liquor retail |
|
Cannabis retail |
|
Total |
|
|||
March 31, 2025 |
|
— |
|
|
(263 |
) |
|
(263 |
) |
June 30, 2025 |
|
— |
|
|
(487 |
) |
|
(487 |
) |
September 30, 2025 |
|
— |
|
|
(567 |
) |
|
(567 |
) |
|
|
— |
|
|
(1,317 |
) |
|
(1,317 |
) |
|
September 30, 2026 |
|
December 31, 2025 |
|
||
Balance, beginning of year |
|
14,418 |
|
|
18,186 |
|
Finance income |
|
398 |
|
|
612 |
|
Rents recovered (payments made directly to landlords) |
|
(2,523 |
) |
|
(3,342 |
) |
Dispositions and remeasurements |
|
658 |
|
|
(1,038 |
) |
Balance, end of period |
|
12,951 |
|
|
14,418 |
|
|
|
|
|
|
||
Current portion |
|
2,997 |
|
|
2,775 |
|
Long-term |
|
9,954 |
|
|
11,643 |
|
Net investment in subleases represents leased retail stores that have been subleased to certain franchise partners. These subleases are classified as finance leases as the sublease terms are for the remaining term of the head lease.
14
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
|
Brands and trademarks |
|
Franchise agreements |
|
Software |
|
Retail |
|
Total |
|
|||||
Cost |
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2025 |
|
81,900 |
|
|
10,000 |
|
|
5,589 |
|
|
6,482 |
|
|
103,971 |
|
Balance at September 30, 2026 |
|
81,900 |
|
|
10,000 |
|
|
5,589 |
|
|
6,482 |
|
|
103,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization and impairment |
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2025 |
|
35,792 |
|
|
5,564 |
|
|
3,365 |
|
|
730 |
|
|
45,451 |
|
Amortization |
|
129 |
|
|
935 |
|
|
659 |
|
|
363 |
|
|
2,086 |
|
Balance at September 30, 2026 |
|
35,921 |
|
|
6,499 |
|
|
4,024 |
|
|
1,093 |
|
|
47,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net book value |
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2025 |
|
46,108 |
|
|
4,436 |
|
|
2,224 |
|
|
5,752 |
|
|
58,520 |
|
Balance at September 30, 2026 |
|
45,979 |
|
|
3,501 |
|
|
1,565 |
|
|
5,389 |
|
|
56,434 |
|
As at |
September 30, 2026 |
|
December 31, 2025 |
|
||
Investments at amortized cost |
|
461 |
|
|
822 |
|
Investments at FVOCI |
|
16,959 |
|
|
11,236 |
|
|
|
17,420 |
|
|
12,058 |
|
|
|
|
|
|
||
Current portion |
|
106 |
|
|
484 |
|
Long-term |
|
17,314 |
|
|
11,574 |
|
Investments at amortized cost
The Company has loans outstanding to franchise partners with a total balance of $0.5 million, maturity dates ranging from October 2026 to June 2030, and annual interest rates ranging from 7.5% – 8%.
Investments at fAIR vALUE tHROUGH OTHER COMPREHENSIVE INCOME
During the nine months ended September 30, 2026, the Company acquired an additional $4.2 million of investments in listed common shares that are not held for trading, for which the Company irrevocably elected at initial recognition to designate at fair value through other comprehensive income. The shares were marked to market to $17.0 million as a Level 1 investment and the corresponding $1.7 million gain was recognized in other comprehensive income.
As at |
September 30, 2026 |
|
December 31, 2025 |
|
||
Interest in joint venture |
|
467,730 |
|
|
385,534 |
|
SunStream is a joint venture in which the Company has a 50% ownership interest. SunStream is a private company, incorporated under the Business Corporations Act (Alberta), which provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities.
SunStream is structured separately from the Company, and the Company has a residual interest in the net assets of SunStream. Accordingly, the Company has classified its interest in SunStream as a joint venture, which is accounted for using the equity-method.
15
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
The current investment portfolio of SunStream is comprised of secured debt, hybrid debt, derivative instruments and convertible equity instruments with United States based cannabis businesses. These investments are recorded at fair value each reporting period with any changes in fair value recorded through profit or loss. SunStream actively monitors these investments for changes in credit risk, market risk and other risks specific to each investment.
During the three months ended September 30, 2026, the Company contributed $60.8 million to SunStream.
The following table summarizes the carrying amount of the Company’s interest in the joint venture:
|
|
Carrying amount |
|
|
Balance at December 31, 2025 |
|
|
385,534 |
|
Share of net earnings |
|
|
5,084 |
|
Share of other comprehensive income (taxes at 23%) |
|
|
13,799 |
|
Capital contributions |
|
|
63,628 |
|
Distributions |
|
|
(315 |
) |
Balance at September 30, 2026 |
|
|
467,730 |
|
SunStream is a related party due to it being classified as a joint venture of the Company. Capital contributions to the joint venture and distributions received from the joint venture are classified as related party transactions.
The following table summarizes the financial information of SunStream:
As at |
September 30, 2026 |
|
September 30, 2025 |
|
||
Current assets (including cash and cash equivalents - 2026: $0.9 million, 2025: $0.7 million) |
|
3,897 |
|
|
5,646 |
|
Non-current assets |
|
460,943 |
|
|
383,461 |
|
Current liabilities |
|
(4,308 |
) |
|
(887 |
) |
Net assets (liabilities) (100%) |
|
460,532 |
|
|
388,220 |
|
|
|
|
|
|
||
Nine months ended September 30 |
2026 |
|
2025 |
|
||
Revenue (loss) |
|
6,928 |
|
|
(2,330 |
) |
Profit (loss) from operations |
|
5,738 |
|
|
(3,825 |
) |
Other comprehensive income (loss) |
|
13,799 |
|
|
(13,250 |
) |
Total comprehensive income (loss) |
|
19,538 |
|
|
(17,065 |
) |
Net book value |
|
|
|
|
Balance at December 31, 2025 |
|
|
124,248 |
|
Acquisitions through business combinations (note 4) |
|
|
3,012 |
|
Impairment |
|
|
(52,022 |
) |
Balance at September 30, 2026 |
|
|
75,238 |
|
At September 30, 2026, the Company determined that indicators of impairment existed relating to the cannabis operations - manufacturing CGU group’s goodwill due to lower than expected operating results and forecasts.
The Company performed a quantitative test as at September 30, 2026. The impairment test for the Company’s cannabis operations – manufacturing CGU groups used a value in use approach based on internal cash flow estimates at September 30, 2026, and a discount rate of 15%. The discount rate was estimated based on the Company’s weighted average cost of capital, adjusted for risks specific to the CGU group. The estimated cash flows were based on a 5-year model taking into account the overall forecasted Canadian adult-use cannabis industry market growth projections. A terminal value thereafter was applied.
16
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
The Company determined that the recoverable amount of the CGU group was lower than its carrying amount and recorded an impairment to goodwill of $52.0 million. The goodwill impairment was recognized in the cannabis operations reportable segment.
|
September 30, 2026 |
|
December 31, 2025 |
|
||
Balance, beginning of year |
|
169,933 |
|
|
152,273 |
|
Acquisition (note 4) |
|
1,305 |
|
|
— |
|
Additions |
|
5,094 |
|
|
9,634 |
|
Lease payments |
|
(32,908 |
) |
|
(42,587 |
) |
Renewals, remeasurements and dispositions |
|
11,220 |
|
|
42,790 |
|
Tenant inducement allowances received |
|
1,248 |
|
|
303 |
|
Accretion expense |
|
6,428 |
|
|
7,520 |
|
Balance, end of period |
|
162,320 |
|
|
169,933 |
|
|
|
|
|
|
||
Current portion |
|
35,706 |
|
|
35,462 |
|
Long-term |
|
126,614 |
|
|
134,471 |
|
For the nine months ended September 30, 2026, renewals, remeasurements and dispositions of $11.2 million mainly related to lease renewals for which the Company reassessed likely terms.
The following table presents the contractual undiscounted cash flows, excluding periods covered by lessee lease extension options that have been included in the determination of the lease term, related to the Company’s lease liabilities as at September 30, 2026:
|
|
September 30, 2026 |
|
|
Less than one year |
|
|
22,007 |
|
One to three years |
|
|
80,982 |
|
Three to five years |
|
|
70,170 |
|
Thereafter |
|
|
14,872 |
|
Minimum lease payments |
|
|
188,031 |
|
The authorized capital of the Company consists of an unlimited number of voting common shares and preferred shares with no par value.
|
|
September 30, 2026 |
|
December 31, 2025 |
|
||||||||
|
Note |
Number of |
|
Carrying |
|
Number of |
|
Carrying |
|
||||
Balance, beginning of year |
|
|
263,359,123 |
|
|
2,310,398 |
|
|
263,021,847 |
|
|
2,346,728 |
|
Share issuances |
|
|
3,263 |
|
|
10 |
|
|
— |
|
|
— |
|
Share repurchases |
|
|
(21,632,053 |
) |
|
(189,386 |
) |
|
(5,899,897 |
) |
|
(52,688 |
) |
Employee awards exercised |
|
|
3,046,411 |
|
|
6,333 |
|
|
6,237,173 |
|
|
16,358 |
|
Balance, end of period |
|
|
244,776,744 |
|
|
2,127,355 |
|
|
263,359,123 |
|
|
2,310,398 |
|
17
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
During the nine months ended September 30, 2026, the Company purchased and cancelled 21.6 million common shares, pursuant to its repurchase program, at a weighted average price, excluding commissions, of $1.97 (US$1.42) per common share for a total cost of $43.1 million including commissions. Accumulated deficit was reduced by $145.9 million, representing the excess of the average carrying value of the common shares over their purchase price.
Subsequent to September 30, 2026, the Company purchased and cancelled 1.5 million common shares, pursuant to its repurchase program, at a weighted average price, excluding commissions, of $1.77 (US$1.25) per common share for a total cost of $2.6 million including commissions.
The Company has a number of share-based compensation plans which include simple and performance warrants, stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”). During 2019, the Company established the stock option, RSU and DSU plans to replace the granting of simple warrants and performance warrants.
The components of share-based compensation expense are as follows:
|
Three months ended |
|
Nine months ended |
|
||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
||||
Equity-settled expense |
|
|
|
|
|
|
|
|
||||
Restricted share units (C) |
|
1,788 |
|
|
3,561 |
|
|
5,672 |
|
|
9,641 |
|
Cash-settled (recovery) expense |
|
|
|
|
|
|
|
|
||||
Deferred share units (1) (D) |
|
(21 |
) |
|
7,322 |
|
|
(639 |
) |
|
5,549 |
|
|
|
1,767 |
|
|
10,883 |
|
|
5,033 |
|
|
15,190 |
|
Equity-settled plans
The Company issued simple warrants and performance warrants to employees, directors and others at the discretion of the Board. Simple and performance warrants granted generally vest annually over a three-year period, simple warrants expire five years after the grant date and performance warrants expire five years after vesting criteria are met.
The following table summarizes changes in the simple and performance warrants during the nine months ended September 30, 2026:
|
|
Simple |
|
|
Weighted |
|
|
Performance |
|
|
Weighted |
|
||||
Balance at December 31, 2025 |
|
|
16,320 |
|
|
$ |
64.32 |
|
|
|
20,800 |
|
|
$ |
40.38 |
|
Forfeited |
|
|
(320 |
) |
|
|
155.19 |
|
|
|
— |
|
|
|
0.00 |
|
Expired |
|
|
— |
|
|
|
0.00 |
|
|
|
(12,800 |
) |
|
|
18.75 |
|
Balance at September 30, 2026 |
|
|
16,000 |
|
|
$ |
62.50 |
|
|
|
8,000 |
|
|
$ |
75.00 |
|
18
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
The following table summarizes outstanding simple and performance warrants as at September 30, 2026:
|
|
Warrants outstanding |
|
|
Warrants exercisable |
|
||||||||||||||||||
Range of exercise prices |
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
||||||
Simple warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
$62.50 - $93.75 |
|
|
16,000 |
|
|
$ |
62.50 |
|
|
|
0.28 |
|
|
|
16,000 |
|
|
$ |
62.50 |
|
|
|
0.28 |
|
Performance warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
$62.50 - $93.75 |
|
|
8,000 |
|
|
$ |
75.00 |
|
|
n/a |
|
|
|
— |
|
|
$ |
— |
|
|
n/a |
|
||
The Company issues stock options to employees and others at the discretion of the Board. Stock options granted generally vest annually over a three-year period and generally expire ten years after the grant date.
The following table summarizes changes in stock options during the nine months ended September 30, 2026:
|
|
Stock options outstanding |
|
|
Weighted |
|
||
Balance at December 31, 2025 |
|
|
320,951 |
|
|
$ |
11.86 |
|
Forfeited |
|
|
(236,853 |
) |
|
|
11.79 |
|
Expired |
|
|
(300 |
) |
|
|
31.50 |
|
Balance at September 30, 2026 |
|
|
83,798 |
|
|
$ |
11.98 |
|
The following table summarizes outstanding stock options as at September 30, 2026:
|
|
Stock options outstanding |
|
|
Stock options exercisable |
|
||||||||||
Exercise prices |
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
||||
$11.50 |
|
|
10,000 |
|
|
|
3.66 |
|
|
|
10,000 |
|
|
|
3.66 |
|
$11.79 |
|
|
64,738 |
|
|
|
0.30 |
|
|
|
64,738 |
|
|
|
0.30 |
|
$11.90 |
|
|
8,160 |
|
|
|
3.74 |
|
|
|
8,160 |
|
|
|
3.74 |
|
$31.50 |
|
|
900 |
|
|
|
1.73 |
|
|
|
900 |
|
|
|
1.73 |
|
|
|
|
83,798 |
|
|
|
1.05 |
|
|
|
83,798 |
|
|
|
1.05 |
|
RSUs are granted to employees and the vesting requirements and maximum term are at the discretion of the Board. RSUs are exchangeable for an equal number of common shares.
The following table summarizes changes in RSUs during the nine months ended September 30, 2026:
|
|
|
|
RSUs |
|
|
Balance at December 31, 2025 |
|
|
|
|
6,855,023 |
|
Granted |
|
|
|
|
3,704,062 |
|
Forfeited |
|
|
|
|
(836,244 |
) |
Exercised |
|
|
|
|
(3,046,410 |
) |
Balance at September 30, 2026 |
|
|
|
|
6,676,431 |
|
19
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
At September 30, 2026, no RSUs were vested or exercisable.
Cash-settled plans
DSUs are granted to directors and generally vest in equal instalments over one year. DSUs are settled by making a cash payment to the holder equal to the fair value of the Company’s common shares calculated at the date of such payment.
The DSU plan was amended for grants made in 2025 and onward, allowing directors who have met the Company’s share ownership guidelines to select a redemption date based on specific criteria. All DSUs granted prior to December 31, 2024 can only be exercised once a director ceases to be on the Board. The fair value of DSUs that will be redeemed within the next year are classified as a current liability within accounts payable.
As at September 30, 2026, the Company recognized a liability of $7.0 million relating to the fair value of cash-settled DSUs (December 31, 2025 – $8.1 million) with $6.8 million (December 31, 2025 – $7.6 million) included as a non-current liability within other liabilities and $0.2 million (December 31, 2025 – $0.5 million) included as a current liability within accounts payable.
The following table summarizes changes in DSUs during the nine months ended September 30, 2026:
|
|
|
|
DSUs |
|
|
Balance at December 31, 2025 |
|
|
|
|
3,568,503 |
|
Granted |
|
|
|
|
476,507 |
|
Exercised |
|
|
|
|
(217,602 |
) |
Balance at September 30, 2026 |
|
|
|
|
3,827,408 |
|
At September 30, 2026, 3.83 million DSUs were vested (December 31, 2025 – 3.57 million) and 0.17 million were exercisable (December 31, 2025 – 0.3 million).
Liquor retail revenue is derived from the sale of wines, beers and spirits to customers and proprietary licensing. Cannabis retail revenue is derived from retail cannabis sales to customers, proprietary licensing, franchise revenue consisting of royalty and franchise fee revenue, and other revenue consisting of millwork, supply and accessories revenue. Cannabis operations revenue is derived from contracts with customers and is comprised of sales to provincial boards that sell cannabis through their respective distribution models, sales to licensed producers for further processing, provision of proprietary cannabis processing services, product development, manufacturing and commercialization of cannabis consumer products and sales to medical customers.
20
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
|
Three months ended |
|
Nine months ended |
|
||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
||||
Liquor retail revenue |
|
|
|
|
|
|
|
|
||||
Retail |
|
134,387 |
|
|
139,000 |
|
|
372,403 |
|
|
389,501 |
|
Proprietary licensing |
|
387 |
|
|
388 |
|
|
1,162 |
|
|
1,288 |
|
Liquor retail revenue |
|
134,774 |
|
|
139,388 |
|
|
373,565 |
|
|
390,789 |
|
Cannabis retail revenue |
|
|
|
|
|
|
|
|
||||
Retail |
|
79,172 |
|
|
79,521 |
|
|
229,336 |
|
|
230,668 |
|
Proprietary licensing |
|
5,292 |
|
|
4,261 |
|
|
13,533 |
|
|
12,618 |
|
Franchise |
|
1,141 |
|
|
1,239 |
|
|
3,285 |
|
|
3,674 |
|
Cannabis retail revenue |
|
85,605 |
|
|
85,021 |
|
|
246,154 |
|
|
246,960 |
|
Cannabis operations revenue |
|
|
|
|
|
|
|
|
||||
Provincial boards |
|
29,865 |
|
|
43,095 |
|
|
96,972 |
|
|
115,363 |
|
Wholesale |
|
6,597 |
|
|
10,235 |
|
|
22,816 |
|
|
32,851 |
|
Analytical testing and other |
|
— |
|
|
149 |
|
|
113 |
|
|
459 |
|
Intersegment eliminations |
|
(9,425 |
) |
|
(17,579 |
) |
|
(38,757 |
) |
|
(51,391 |
) |
Cannabis operations revenue |
|
27,037 |
|
|
35,900 |
|
|
81,144 |
|
|
97,282 |
|
Gross revenue |
|
247,416 |
|
|
260,309 |
|
|
700,863 |
|
|
735,031 |
|
Excise taxes (1) |
|
9,422 |
|
|
16,090 |
|
|
31,197 |
|
|
41,129 |
|
Net revenue |
|
237,994 |
|
|
244,219 |
|
|
669,666 |
|
|
693,902 |
|
|
Three months ended |
|
Nine months ended |
|
||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
||||
Interest income from investments at amortized cost |
|
14 |
|
|
23 |
|
|
36 |
|
|
1,414 |
|
Interest income from cash |
|
913 |
|
|
1,652 |
|
|
3,381 |
|
|
4,435 |
|
Gain on marketable securities |
|
— |
|
|
102 |
|
|
55 |
|
|
313 |
|
|
|
927 |
|
|
1,777 |
|
|
3,472 |
|
|
6,162 |
|
21
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
|
Three months ended |
|
Nine months ended |
|
||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
||||
Finance (costs) income |
|
|
|
|
|
|
|
|
||||
Accretion on lease liabilities |
|
(2,120 |
) |
|
(1,936 |
) |
|
(6,428 |
) |
|
(5,564 |
) |
Financial guarantee liability recovery |
|
13 |
|
|
13 |
|
|
33 |
|
|
41 |
|
Other finance costs |
|
28 |
|
|
(38 |
) |
|
(10 |
) |
|
(97 |
) |
Interest income |
|
128 |
|
|
149 |
|
|
398 |
|
|
471 |
|
Total finance costs |
|
(1,951 |
) |
|
(1,812 |
) |
|
(6,007 |
) |
|
(5,149 |
) |
Change in fair value of derivative warrants |
|
— |
|
|
1 |
|
|
— |
|
|
26 |
|
Transaction costs |
|
(252 |
) |
|
(465 |
) |
|
(875 |
) |
|
(1,561 |
) |
Foreign exchange (loss) gain |
|
(261 |
) |
|
7 |
|
|
458 |
|
|
(357 |
) |
|
|
(2,464 |
) |
|
(2,269 |
) |
|
(6,424 |
) |
|
(7,041 |
) |
|
Three months ended |
|
Nine months ended |
|
||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
||||
Cash provided by (used in): |
|
|
|
|
|
|
|
|
||||
Accounts receivable |
|
1,793 |
|
|
3,487 |
|
|
8,510 |
|
|
2,270 |
|
Biological assets |
|
(150 |
) |
|
1,362 |
|
|
119 |
|
|
239 |
|
Inventory |
|
1,472 |
|
|
4,986 |
|
|
(7,743 |
) |
|
(1,391 |
) |
Prepaid expenses and deposits |
|
(1,403 |
) |
|
2,363 |
|
|
(1,106 |
) |
|
4,211 |
|
Right of use assets |
|
(1,315 |
) |
|
(5,884 |
) |
|
(5,173 |
) |
|
(8,833 |
) |
Property, plant and equipment |
|
75 |
|
|
39 |
|
|
712 |
|
|
10 |
|
Accounts payable and accrued liabilities |
|
441 |
|
|
2,021 |
|
|
(8,616 |
) |
|
(5,594 |
) |
Lease liabilities |
|
1,612 |
|
|
5,916 |
|
|
6,340 |
|
|
9,150 |
|
|
|
2,525 |
|
|
14,290 |
|
|
(6,957 |
) |
|
62 |
|
|
|
|
|
|
|
|
|
|
||||
Changes in non-cash working capital relating to: |
|
|
|
|
|
|
|
|
||||
Operating |
|
2,185 |
|
|
14,194 |
|
|
(8,805 |
) |
|
(282 |
) |
Investing |
|
75 |
|
|
39 |
|
|
712 |
|
|
10 |
|
Financing |
|
265 |
|
|
57 |
|
|
1,136 |
|
|
334 |
|
|
|
2,525 |
|
|
14,290 |
|
|
(6,957 |
) |
|
62 |
|
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Weighted average shares outstanding (000s) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted (1) |
|
|
246,979 |
|
|
|
257,370 |
|
|
|
254,948 |
|
|
|
257,929 |
|
Net loss attributable to owners of the Company |
|
|
(50,789 |
) |
|
|
(13,319 |
) |
|
|
(68,522 |
) |
|
|
(25,141 |
) |
Per share - basic and diluted |
|
$ |
(0.21 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.27 |
) |
|
$ |
(0.10 |
) |
22
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
The financial instruments recognized on the consolidated statement of financial position are comprised of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, investments at amortized cost, investments at FVOCI and accounts payable and accrued liabilities.
Fair value
The carrying value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable and accrued liabilities approximate their fair value due to the short-term nature of the instruments. The carrying value of investments at amortized cost approximate their fair value as the fixed interest rates approximate market rates for comparable transactions.
Fair value measurements of marketable securities, investments at FVOCI and derivative warrants are as follows:
|
|
|
Fair value measurements using |
|
||||||||
September 30, 2026 |
Carrying |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
||||
Recurring measurements: |
|
|
|
|
|
|
|
|
||||
Financial assets |
|
|
|
|
|
|
|
|
||||
Marketable securities |
|
139 |
|
|
139 |
|
|
— |
|
|
— |
|
Investments at FVOCI |
|
16,959 |
|
|
16,959 |
|
|
— |
|
|
— |
|
|
|
|
Fair value measurements using |
|
||||||||
December 31, 2025 |
Carrying |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
||||
Recurring measurements: |
|
|
|
|
|
|
|
|
||||
Financial assets |
|
|
|
|
|
|
|
|
||||
Marketable securities |
|
84 |
|
|
84 |
|
|
— |
|
|
— |
|
Investments at FVOCI |
|
11,236 |
|
|
11,236 |
|
|
— |
|
|
— |
|
There were no transfers between Levels 1, 2 and 3 inputs during the period.
The following table summarizes contractual commitments at September 30, 2026:
|
Less than |
|
One to three |
|
Three to five |
|
Thereafter |
|
Total |
|
|||||
Accounts payable and accrued liabilities |
|
46,902 |
|
|
— |
|
|
— |
|
|
— |
|
|
46,902 |
|
Financial guarantee liability |
|
— |
|
|
114 |
|
|
— |
|
|
— |
|
|
114 |
|
Loyalty liability |
|
— |
|
|
792 |
|
|
— |
|
|
— |
|
|
792 |
|
Balance, end of period |
|
46,902 |
|
|
906 |
|
|
— |
|
|
— |
|
|
47,808 |
|
23
SNDL Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)
The Company has entered into certain supply agreements to provide dried cannabis and cannabis products to third parties. The contracts require the provision of various amounts of dried cannabis on or before certain dates. Should the Company not deliver the product in the agreed timeframe, financial penalties apply which may be paid either in product in-kind or cash.
From time to time, the Company and its subsidiaries are or may become involved in various legal claims and actions which arise in the ordinary course of their business and operations. While the outcome of any such claim or action is inherently uncertain, the Company believes that the losses that may result, if any, will not be material to the consolidated financial statements.
24
EXHIBIT 99.2

SNDL Inc.
Management’s Discussion and Analysis
For the three and nine months ended September 30, 2026
Management’s Discussion and Analysis
This Management’s Discussion and Analysis (“MD&A”) of the financial condition and performance of SNDL Inc. (“SNDL” or the “Company”) for the three and nine months ended September 30, 2026 is dated October 26, 2026. This MD&A should be read in conjunction with the Company’s condensed consolidated interim financial statements and the notes thereto for the three and nine months ended September 30, 2026 (the “Interim Financial Statements”) and the audited consolidated financial statements and notes thereto for the year ended December 31, 2025 (the “Audited Financial Statements”) and the risks identified in the Company’s Annual Information Form for the year ended December 31, 2025 (the “AIF”) and elsewhere in this MD&A. This MD&A has been prepared in accordance with National Instrument 51-102 - Continuous Disclosure Obligations and is presented in thousands of Canadian dollars, except where otherwise indicated.
MD&A – Table of Contents
COMPANY OVERVIEW |
1 |
RECENT DEVELOPMENTS |
2 |
Other developments |
2 |
FINANCIAL HIGHLIGHTS |
4 |
CONSOLIDATED RESULTS |
5 |
OPERATING SEGMENTS |
6 |
LIQUOR RETAIL SEGMENT RESULTS |
9 |
CANNABIS RETAIL SEGMENT RESULTS |
10 |
CANNABIS OPERATIONS SEGMENT RESULTS |
11 |
INVESTMENTS SEGMENT RESULTS |
12 |
SELECTED QUARTERLY INFORMATION |
13 |
LIQUIDITY AND CAPITAL RESOURCES |
13 |
CONTRACTUAL COMMITMENTS AND CONTINGENCIES |
17 |
NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES |
17 |
RELATED PARTIES |
20 |
OFF BALANCE SHEET ARRANGEMENTS |
20 |
CRITICAL ACCOUNTING ESTIMATES |
20 |
NEW ACCOUNTING PRONOUNCEMENTS |
20 |
RISK FACTORS |
21 |
DISCLOSURE CONTROLS AND PROCEDURES |
21 |
INTERNAL CONTROL OVER FINANCIAL REPORTING |
22 |
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING |
22 |
ABBREVIATIONS |
22 |
FORWARD-LOOKING INFORMATION |
22 |
ADDITIONAL INFORMATION |
24 |
COMPANY OVERVIEW
SNDL operates under four reportable segments:
The principal activities of the Company are: (i) the retailing of wines, beers and spirits under the Wine and Beyond, Ace Liquor and Liquor Depot retail banners; (ii) the operation and support of corporate-owned, controlled and franchised retail cannabis stores in certain Canadian jurisdictions where the private sale of adult-use cannabis is permitted, under the Value Buds and Spiritleaf retail banners; (iii) the manufacturing of cannabis products providing proprietary cannabis processing services, the production, distribution and sale of cannabis in Canada and for export pursuant to the Cannabis Act (Canada) (the “Cannabis Act”) through an owned and licensed cannabis brand portfolio that includes Top Leaf, Contraband, Palmetto, Bon Jak, La Plogue, Versus, Grasslands, Pearls by Grön, No Future and Bhang Chocolate; and (iv) the provision of financial services through the deployment of capital to direct and indirect investments and partnerships throughout the cannabis industry. The Cannabis Act regulates the production, distribution, and possession of cannabis for both medical and adult-use access in Canada.
The Company produces and markets cannabis products for the Canadian adult-use market and for the international medicinal market. SNDL’s operations cultivate cannabis using approximately 380,000 square feet of total space in Atholville, New Brunswick. SNDL’s extraction and manufacturing operations include approximately 74,100 square feet of total space in British Columbia and approximately 65,500 square feet of total space in Ontario.
SNDL and its subsidiaries operate solely in Canada. Through its joint venture, SunStream Bancorp Inc. (“SunStream”), the Company provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. The current investment portfolio of SunStream is comprised of secured debt, hybrid debt, derivative instruments and convertible equity instruments issued by United States (“U.S.”) based cannabis businesses. The Company also makes strategic portfolio investments in debt and equity securities.
SNDL was incorporated under the Business Corporations Act (Alberta) (the “ABCA”) on August 19, 2006. The Company’s common shares are listed under the symbol “SNDL” on the Nasdaq Capital Market (the “Nasdaq”) and the Canadian Securities Exchange (the “CSE”).
SNDL is headquartered in Edmonton, Alberta, with operations in Kelowna, British Columbia, Bolton, Ontario, London, Ontario, Toronto, Ontario and Atholville, New Brunswick, and corporate-owned, controlled and franchised retail liquor and cannabis stores in five provinces across Canada.
SNDL’s overall strategy is to build sustainable, long-term shareholder value by improving liquidity and cost of capital while optimizing the capacity and capabilities of its production facilities in the creation of a consumer-centric brand and product portfolio. SNDL’s retail operations will continue to build a Canadian retail liquor brand and a network of retail cannabis stores across Canadian jurisdictions where the private distribution of cannabis is legal. SNDL’s investment operations seek to deploy capital through direct and indirect investments and partnerships throughout the cannabis industry.
1
RECENT DEVELOPMENTS
Successful completion of eu-gmp audit at atholville facility
On August 4, 2026, the Company announced the successful completion of a European Union Good Manufacturing Practice (“EU-GMP”) audit at its Atholville, New Brunswick cultivation facility.
The successful audit reinforces SNDL’s ability to participate in regulated international medical cannabis markets and reflects the Company’s continued focus on quality, operational excellence and regulatory compliance. EU-GMP compliance is an important standard for supplying medical cannabis products into many international jurisdictions. The Company has not yet received the EU-GMP certification for its Atholville facility, but anticipates receiving it within 90 days following August 4, 2026.
The successful audit follows continued investments in cultivation performance, facility reliability, quality systems, and process improvement at its Atholville facility. The facility’s scale, cost structure, and ability to support international demand remain key strengths within SNDL’s cultivation platform.
Restructuring of parallel
On July 27, 2026, the restructuring of Surterra Holdings, Inc. and certain of its affiliates (collectively, “Parallel”) was completed. As the principal asset within the SunStream investment portfolio, Parallel represents a significant step forward for SNDL, which gained indirect majority economic exposure through the restructuring transaction. Parallel currently operates 56 retail locations, three cultivation facilities and a manufacturing facility. Subject to applicable legal, regulatory, accounting, and Nasdaq requirements, SNDL expects to assume direct control of Parallel’s medical cannabis operations in Florida, Texas, and Massachusetts in the coming months. This milestone has the potential to make SNDL the first Nasdaq-listed company to consolidate U.S. medical cannabis operations and establish the Company as a leading vertically integrated cannabis operator in North America.
Rise Rewards Loyalty Program
On April 22, 2025, the Company announced the launch of its Rise Rewards loyalty program (“Rise Rewards”), designed to help Value Buds customers save more, earn more, and get even more from every visit. Rise Rewards is available at all Value Buds locations in Alberta, Ontario, Saskatchewan, and Manitoba. Customers can earn points with every visit and by participating in the Company’s recycling initiative, reinforcing Value Buds’ commitment to affordability, sustainability, and customer appreciation. By leveraging insights from Rise Rewards, the Company aims to optimize Value Buds’ pricing strategies and marketing efforts to provide superior customer experiences.
On March 10, 2026, the Company launched Rise Rewards at all Ace Liquor and Liquor Depot locations in Alberta, and on July 27, 2026, launched Rise Rewards at all Wine and Beyond locations in Alberta and Saskatchewan.
OTHER DEVELOPMENTS
U.S. justice department Reclassifies state-licensed and fda-approved marijuana products
On April 23, 2026, the U.S. Justice Department and the U.S. Drug Enforcement Administration announced the issuance of an order immediately placing both Food and Drug Administration-approved products containing marijuana and marijuana products regulated by a state medical marijuana license in Schedule III of the U.S. Controlled Substances Act, as well as the initiation of an expedited administrative hearing process to consider the broader rescheduling of marijuana from Schedule I to Schedule III. The administrative hearing process commenced on June 29, 2026 and concluded on July 15, 2026. The broader rescheduling proposal remains subject to the ongoing administrative rulemaking process, including the release of the decision from the hearing, and the timing and outcome remain uncertain.
U.S. TARIFFS
Since early 2025, the U.S. administration has imposed tariffs on imports from certain countries, including Canada, and the Canadian government has responded with its own tariffs on certain U.S. imports. U.S. trade tensions escalated during the third quarter of 2026. On July 1, 2026, the U.S. declined to extend the Canada-United States-Mexico Agreement (“CUSMA”)
2
at its first joint review; CUSMA remains in force but is now subject to annual reviews. Effective August 22, 2026, the U.S. imposed a 50% tariff on certain Canadian-origin beverage alcohol products, without an exemption for CUSMA-compliant goods. The government of Canada subsequently suspended trade negotiations with the U.S. and, effective September 8, 2026, imposed counter-tariffs on approximately $27.6 billion of U.S.-origin goods. Effective September 29, 2026, the U.S. also prohibited the import of most Canadian alcoholic beverages and certain other Canadian products. Whether and when negotiations will resume, and the terms of any resulting agreement, are unknown. These measures, and the risk of further tariffs and retaliatory actions, have created uncertainty, which has permeated the economic and investment outlook, impacting current economic conditions, including such issues as the inflation rate and the global supply chain. Aside from the impact on the global economy, these tariffs may continue to impact SNDL.
In response to tariffs imposed by the U.S., several Canadian provinces removed U.S. alcohol from store shelves and restaurant, bar and retailer fulfillment catalogues. While some provinces, including Alberta, have lifted their ban on U.S. liquor imports, or returned certain U.S. products to their shelves, other provinces continue to restrict the sale or purchase of U.S. alcohol.
SNDL is continuing to monitor the evolving situation and the impacts and potential consequences on its financial position. The Company did not experience a significant impact to its financial performance during the nine months ended September 30, 2026.
acquisition of cost cannabis and t cannabis locations from 1cm
On April 9, 2025, the Company announced that it had entered into an arrangement agreement (the “1CM Agreement”) with 1CM Inc. (“1CM”) pursuant to which it would acquire 32 cannabis retail stores (the “1CM Transaction”) operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan (the “1CM Stores”).
Under the terms of the 1CM Agreement, the Company would acquire, with the option to assign, the 1CM Stores for total consideration of $32.2 million cash, subject to certain adjustments at the closing of the 1CM Transaction. The 1CM Stores are comprised of 2 stores in Alberta, 3 stores in Saskatchewan and 27 stores located in Ontario.
The 1CM Transaction was to be completed by way of an arrangement under the Business Corporations Act (Ontario). On June 16, 2025, 1CM announced the approval of the 1CM Transaction by 1CM shareholders. On June 18, 2025, 1CM announced that the Ontario Superior Court of Justice (Commercial List) approved the plan of arrangement involving SNDL.
On December 15, 2025, the Company announced that it had entered into an amended and restated arrangement agreement (the “1CM A&R Agreement”). Under the 1CM A&R Agreement, the parties agreed to, among other things, complete the 1CM Transaction in two stages to align with the status of required provincial regulatory approvals. The aggregate purchase price for the 1CM Transaction had not been amended.
On January 7, 2026, the first closing (“First Closing”) was completed and involved the purchase of 5 cannabis retail stores located in Alberta and Saskatchewan. The purchase price for the First Closing was $5.0 million cash, subject to certain adjustments at the time of the First Closing. Pursuant to the 1CM A&R Agreement, in December 2025, the Company had previously paid a $2.0 million non-refundable cash deposit towards the purchase price in respect of the First Closing.
The second closing (“Second Closing”) was expected to occur in the first half of 2026 for the purchase of the remaining 27 cannabis retail stores, each of which are located in Ontario. The 1CM Transaction had an outside date that was extended from December 31, 2025 to May 31, 2026. On May 27, 2026, the Company announced that the Second Closing was not expected to proceed following a prolonged regulatory review process that extended beyond commercially reasonable timelines contemplated by the parties. The Company paid a $0.26 million termination fee that was deducted from the previously paid $1.0 million deposit meant to be applied towards the purchase price in respect of the Second Closing, and the remaining $0.74 million was returned to the Company.
The 1CM Transaction is expected to strengthen the Company’s overall financial condition as the addition of the 1CM Stores will broaden the Company’s exposure in key Canadian markets. The Company’s financial performance and cash flows are projected to improve based on current 1CM store level operating results.
share repurchase program
On November 3, 2025, the Company announced that the board of directors of the Company (the “Board”) approved a renewal of the share repurchase program upon its expiry on November 20, 2025. On November 21, 2025, the Company announced that it had received approval from the CSE for the renewal of its share repurchase program. The share
3
repurchase program authorizes the Company to repurchase up to $100 million of its outstanding common shares from time to time through open market purchases at prevailing market prices. SNDL may purchase up to a maximum of approximately 24.5 million common shares under the share repurchase program, representing approximately 10% of the issued and outstanding common shares as at the date of announcement, and will expire on November 20, 2026. The share repurchase program does not require the Company to purchase any minimum number of common shares and repurchases may be suspended or terminated at any time at the Company’s discretion. The actual number of common shares which may be purchased pursuant to the share repurchase program and the timing of any purchases will be determined by SNDL’s management and the Board. All common shares purchased pursuant to the share repurchase program will be returned to treasury for cancellation.
Upon the expiry of the share repurchase program on November 20, 2026, the Company intends to renew the program. In addition, the Board has directed management to pursue a possible substantial issuer bid (“SIB”) in the near future as a way to increase value to shareholders. Any formal launch of a SIB is subject to applicable exchange and cross-border regulatory approvals, and in accordance with applicable laws, would not operate concurrently with the Company’s repurchase program.
For the three months ended September 30, 2026, the Company purchased and cancelled 5.4 million common shares at a weighted average price, excluding commissions, of $1.83 (US$1.31) per common share for a total cost of $10.0 million including commissions.
For the nine months ended September 30, 2026, the Company purchased and cancelled 21.6 million common shares at a weighted average price, excluding commissions, of $1.97 (US$1.42) per common share for a total cost of $43.1 million including commissions.
Refer to “Liquidity and Capital Resources – Equity” below for further details regarding common shares purchased and cancelled.
FINANCIAL HIGHLIGHTS
The following table summarizes selected financial information of the Company for the periods noted.
|
|
|
|
|
|
|
|
|
||||
($000s, except per share amounts) |
Q3 2026 |
|
Q3 2025 |
|
Change |
|
% Change |
|
||||
Financial Results |
|
|
|
|
|
|
|
|
||||
Net revenue |
|
237,994 |
|
|
244,219 |
|
|
(6,225 |
) |
|
-3 |
% |
Cost of sales |
|
180,108 |
|
|
180,042 |
|
|
66 |
|
|
0 |
% |
Gross profit |
|
57,886 |
|
|
64,177 |
|
|
(6,291 |
) |
|
-10 |
% |
Gross margin (1) |
|
24.3 |
% |
|
26.3 |
% |
|
|
|
-2.0 |
% |
|
Operating loss |
|
(48,317 |
) |
|
(11,050 |
) |
|
(37,267 |
) |
|
-337 |
% |
Adjusted operating income (loss) (2) |
|
5,249 |
|
|
(9,512 |
) |
|
14,761 |
|
|
155 |
% |
Net loss attributable to owners of the Company |
|
(50,789 |
) |
|
(13,319 |
) |
|
(37,470 |
) |
|
-281 |
% |
Per share, basic and diluted |
|
(0.21 |
) |
|
(0.05 |
) |
|
(0.16 |
) |
|
-320 |
% |
Change in cash and cash equivalents |
|
(50,729 |
) |
|
32,357 |
|
|
(83,086 |
) |
|
-257 |
% |
Free cash flow (2) |
|
19,954 |
|
|
16,692 |
|
|
3,262 |
|
|
20 |
% |
|
|
|
|
|
|
|
|
|
||||
Statement of Financial Position |
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
132,479 |
|
|
240,581 |
|
|
(108,102 |
) |
|
-45 |
% |
Inventory |
|
128,721 |
|
|
125,334 |
|
|
3,387 |
|
|
3 |
% |
Right of use assets |
|
131,608 |
|
|
122,701 |
|
|
8,907 |
|
|
7 |
% |
Property, plant and equipment |
|
139,376 |
|
|
152,510 |
|
|
(13,134 |
) |
|
-9 |
% |
Total assets |
|
1,224,170 |
|
|
1,318,061 |
|
|
(93,891 |
) |
|
-7 |
% |
4
CONSOLIDATED RESULTS
General and administrative
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
($000s) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Salaries and wages |
|
|
25,708 |
|
|
|
28,109 |
|
|
|
80,323 |
|
|
|
85,245 |
|
Consulting fees |
|
|
847 |
|
|
|
985 |
|
|
|
3,789 |
|
|
|
3,945 |
|
Office and general |
|
|
12,082 |
|
|
|
13,791 |
|
|
|
35,804 |
|
|
|
38,024 |
|
Professional fees |
|
|
1,410 |
|
|
|
1,061 |
|
|
|
4,193 |
|
|
|
3,372 |
|
Merchant processing fees |
|
|
1,911 |
|
|
|
1,853 |
|
|
|
5,268 |
|
|
|
5,126 |
|
Director fees |
|
|
253 |
|
|
|
226 |
|
|
|
718 |
|
|
|
707 |
|
Other |
|
|
1,073 |
|
|
|
(58 |
) |
|
|
2,637 |
|
|
|
1,283 |
|
|
|
|
43,284 |
|
|
|
45,967 |
|
|
|
132,732 |
|
|
|
137,702 |
|
General and administrative expenses for the three months ended September 30, 2026 were $43.3 million compared to $46.0 million for the three months ended September 30, 2025. The decrease of $2.7 million was mainly due to decreases in salaries and wages and office and general expenses, partially offset by an increase in other expenses. The decrease in salaries and wages was due to continued optimization of corporate overheads. Office and general expenses decreased due to the timing of investor relations costs, lower licence fees and less spending on repairs and maintenance and utilities. The increase in other expenses was mainly due to an increase in expected credit losses.
General and administrative expenses for the nine months ended September 30, 2026 were $132.7 million compared to $137.7 million for the nine months ended September 30, 2025. The decrease of $5.0 million was mainly due to decreases in salaries and wages and office and general expenses, partially offset by increases in professional fees and other expenses. The decrease in salaries and wages was due to continued optimization of corporate overheads, partially offset by severance costs recognized in the current period. Office and general expenses decreased due to the timing of investor relations costs and less spending on office supplies and repairs and maintenance. The increase in professional fees was due to higher legal and accounting expenses. The increase in other expenses was mainly due to an increase in expected credit losses.
Share-based compensation
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
($000s) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Equity-settled expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted share units |
|
|
1,788 |
|
|
|
3,561 |
|
|
|
5,672 |
|
|
|
9,641 |
|
Cash-settled expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred share units |
|
|
(21 |
) |
|
|
7,322 |
|
|
|
(639 |
) |
|
|
5,549 |
|
|
|
|
1,767 |
|
|
|
10,883 |
|
|
|
5,033 |
|
|
|
15,190 |
|
Share-based compensation expense includes the expense related to the Company’s issuance of restricted share units (“RSUs”) and deferred share units (“DSUs”) to employees, directors, and others at the discretion of the Board. DSUs are accounted for as a liability instrument and measured at fair value based on the market value of the Company’s common shares at each period end.
Share-based compensation expense for the three months ended September 30, 2026 was $1.8 million compared to $10.9 million for the three months ended September 30, 2025. The decrease of $9.1 million was due to decreases in both RSU expense and DSU expense. The decrease in RSU expense was due to the vesting of RSUs granted in prior years and a decrease in the number and value of RSUs granted in the current year. The decrease in DSU expense was mainly caused by the change in the fair value of DSUs. The current period experienced a decrease in fair value resulting from a decrease
5
in share price, while the comparative period experienced an increase in fair value resulting from an increase in share price.
Share-based compensation expense for the nine months ended September 30, 2026 was $5.0 million compared to $15.2 million for the nine months ended September 30, 2025. The decrease of $10.2 million was due to decreases in both RSU expense and DSU expense. The decrease in RSU expense was due to the vesting of RSUs granted in prior years and a decrease in the number and value of RSUs granted in the current year. The decrease in DSU expense was mainly due to the change in the fair value of DSUs. The current period experienced a decrease in fair value resulting from a decrease in share price, while the comparative period experienced an increase in fair value resulting from an increase in share price.
Operating loss
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
($000s) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating loss |
|
|
(48,317 |
) |
|
|
(11,050 |
) |
|
|
(65,272 |
) |
|
|
(18,100 |
) |
Operating loss for the three months ended September 30, 2026 was $48.3 million compared to $11.1 million for the three months ended September 30, 2025. The increase in operating loss of $37.2 million was due to a decrease in gross profit ($6.3 million) and an increase in asset impairment ($50.3 million), partially offset by an increase in share of profit of equity-accounted investees ($7.1 million) and decreases in general and administrative expenses ($2.7 million) and share-based compensation expense ($9.1 million). The changes noted above are discussed in more detail throughout the relevant consolidated and segment results sections.
Operating loss for the nine months ended September 30, 2026 was $65.3 million compared to $18.1 million for the nine months ended September 30, 2025. The increase in operating loss of $47.2 million was due to decreases in gross profit ($21.4 million) and investment income ($2.7 million) and an increase in asset impairment ($49.2 million), partially offset by an increase in share of profit of equity-accounted investees ($9.5 million) and decreases in general and administrative expenses ($5.0 million) and share-based compensation expense ($10.2 million). The changes noted above are discussed in more detail throughout the relevant consolidated and segment results sections.
Net loss
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
($000s) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net loss |
|
|
(50,789 |
) |
|
|
(13,319 |
) |
|
|
(68,522 |
) |
|
|
(25,141 |
) |
Net loss for the three months ended September 30, 2026 was $50.8 million compared to $13.3 million for the three months ended September 30, 2025. The increase in net loss of $37.5 million was largely due to a decrease in gross profit ($6.3 million) and an increase in asset impairment ($50.3 million), partially offset by an increase in share of profit of equity-accounted investees ($7.1 million) and decreases in general and administrative expenses ($2.7 million) and share-based compensation expense ($9.1 million). The changes noted above are discussed in more detail throughout the relevant consolidated and segment results sections.
Net loss for the nine months ended September 30, 2026 was $68.5 million compared to $25.1 million for the nine months ended September 30, 2025. The increase in net loss of $43.4 million was largely due to decreases in gross profit ($21.4 million) and investment income ($2.7 million) and an increase in asset impairment ($49.2 million), partially offset by an increase in share of profit of equity-accounted investees ($9.5 million) and decreases in general and administrative expenses ($5.0 million) and share-based compensation expense ($10.2 million) and an increase in income tax recovery ($3.2 million). The changes noted above are discussed in more detail throughout the relevant consolidated and segment results sections.
OPERATING SEGMENTS
The Company’s reportable segments are organized by business line and are comprised of four reportable segments: liquor retail, cannabis retail, cannabis operations, and investments.
6
Liquor retail includes the sale of wines, beers and spirits through wholly owned liquor stores. Cannabis retail includes the private sale of adult-use cannabis products and accessories through corporate-owned, controlled and franchised retail cannabis stores. Cannabis operations include the cultivation, distribution and sale of cannabis for the adult-use and medical markets domestically and for export, and providing proprietary cannabis processing services, in addition to product development, manufacturing, and commercialization of cannabis consumer packaged goods. Investments include the deployment of capital to investment opportunities. Certain overhead expenses not directly attributable to any operating segment are reported as “Corporate”.
($000s) |
Cannabis |
|
Cannabis |
|
Intersegment |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
||||||||
As at September 30, 2026 |
|
|||||||||||||||||||||||
Total assets |
|
209,052 |
|
|
153,046 |
|
|
— |
|
|
362,098 |
|
|
310,490 |
|
|
485,150 |
|
|
66,432 |
|
|
1,224,170 |
|
Nine months ended September 30, 2026 |
|
|||||||||||||||||||||||
Net revenue (1) |
|
246,154 |
|
|
88,704 |
|
|
(38,757 |
) |
|
296,101 |
|
|
373,565 |
|
|
— |
|
|
— |
|
|
669,666 |
|
Gross profit |
|
65,472 |
|
|
4,747 |
|
|
— |
|
|
70,219 |
|
|
96,828 |
|
|
— |
|
|
— |
|
|
167,047 |
|
Operating income (loss) |
|
9,328 |
|
|
(80,836 |
) |
|
— |
|
|
(71,508 |
) |
|
5,899 |
|
|
8,340 |
|
|
(8,003 |
) |
|
(65,272 |
) |
Adjusted operating income (loss) (2) |
|
9,403 |
|
|
(27,303 |
) |
|
— |
|
|
(17,900 |
) |
|
6,126 |
|
|
8,340 |
|
|
(7,241 |
) |
|
(10,675 |
) |
Three months ended September 30, 2026 |
|
|||||||||||||||||||||||
Net revenue (1) |
|
85,605 |
|
|
27,040 |
|
|
(9,425 |
) |
|
103,220 |
|
|
134,774 |
|
|
— |
|
|
— |
|
|
237,994 |
|
Gross profit |
|
23,118 |
|
|
(1,622 |
) |
|
— |
|
|
21,496 |
|
|
36,390 |
|
|
— |
|
|
— |
|
|
57,886 |
|
Operating income (loss) |
|
5,244 |
|
|
(64,693 |
) |
|
— |
|
|
(59,449 |
) |
|
6,035 |
|
|
7,861 |
|
|
(2,764 |
) |
|
(48,317 |
) |
Adjusted operating income (loss) (2) |
|
5,284 |
|
|
(11,391 |
) |
|
— |
|
|
(6,107 |
) |
|
6,037 |
|
|
7,861 |
|
|
(2,542 |
) |
|
5,249 |
|
($000s) |
Cannabis |
|
Cannabis |
|
Intersegment |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
||||||||
As at December 31, 2025 |
|
|||||||||||||||||||||||
Total assets |
|
219,462 |
|
|
211,625 |
|
|
— |
|
|
431,087 |
|
|
324,447 |
|
|
397,537 |
|
|
182,846 |
|
|
1,335,917 |
|
Nine months ended September 30, 2025 |
|
|||||||||||||||||||||||
Net revenue (1) |
|
246,960 |
|
|
107,544 |
|
|
(51,391 |
) |
|
303,113 |
|
|
390,789 |
|
|
— |
|
|
— |
|
|
693,902 |
|
Gross profit |
|
63,974 |
|
|
23,452 |
|
|
— |
|
|
87,426 |
|
|
100,993 |
|
|
— |
|
|
— |
|
|
188,419 |
|
Operating income (loss) (2) |
|
10,557 |
|
|
(20,186 |
) |
|
— |
|
|
(9,629 |
) |
|
10,884 |
|
|
1,775 |
|
|
(21,130 |
) |
|
(18,100 |
) |
Adjusted operating income (loss) (2)(3) |
|
10,557 |
|
|
(16,258 |
) |
|
— |
|
|
(5,701 |
) |
|
10,884 |
|
|
1,775 |
|
|
(19,671 |
) |
|
(12,713 |
) |
Three months ended September 30, 2025 |
|
|||||||||||||||||||||||
Net revenue (1) |
|
85,021 |
|
|
37,389 |
|
|
(17,579 |
) |
|
104,831 |
|
|
139,388 |
|
|
— |
|
|
— |
|
|
244,219 |
|
Gross profit |
|
22,465 |
|
|
5,008 |
|
|
— |
|
|
27,473 |
|
|
36,704 |
|
|
— |
|
|
— |
|
|
64,177 |
|
Operating income (loss) (2) |
|
5,047 |
|
|
(10,882 |
) |
|
— |
|
|
(5,835 |
) |
|
6,591 |
|
|
1,543 |
|
|
(13,349 |
) |
|
(11,050 |
) |
Adjusted operating income (loss) (2)(3) |
|
5,047 |
|
|
(10,220 |
) |
|
— |
|
|
(5,173 |
) |
|
6,591 |
|
|
1,543 |
|
|
(12,473 |
) |
|
(9,512 |
) |
7
In 2026, the Company began allocating applicable direct and indirect overhead costs, incorporating employee utilization and head count, from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.
The following tables present the effect of the adjustments made to operating income (loss) and adjusted operating income (loss) for the periods indicated.
($000s) |
Cannabis |
|
Cannabis |
|
Intersegment |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
||||||||
Nine months ended September 30, 2025 |
|
|||||||||||||||||||||||
Operating income (loss) as previously reported |
|
22,329 |
|
|
(3,628 |
) |
|
— |
|
|
18,701 |
|
|
24,276 |
|
|
1,775 |
|
|
(62,852 |
) |
|
(18,100 |
) |
Adjustment to general and administrative expenses |
|
(11,772 |
) |
|
(16,558 |
) |
|
— |
|
|
(28,330 |
) |
|
(13,392 |
) |
|
— |
|
|
41,722 |
|
|
— |
|
Operating income (loss) as recast |
|
10,557 |
|
|
(20,186 |
) |
|
— |
|
|
(9,629 |
) |
|
10,884 |
|
|
1,775 |
|
|
(21,130 |
) |
|
(18,100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted operating income (loss) as previously reported |
|
22,329 |
|
|
300 |
|
|
— |
|
|
22,629 |
|
|
24,276 |
|
|
1,775 |
|
|
(61,393 |
) |
|
(12,713 |
) |
Adjustment to general and administrative expenses |
|
(11,772 |
) |
|
(16,558 |
) |
|
— |
|
|
(28,330 |
) |
|
(13,392 |
) |
|
— |
|
|
41,722 |
|
|
— |
|
Adjusted operating income (loss) as recast |
|
10,557 |
|
|
(16,258 |
) |
|
— |
|
|
(5,701 |
) |
|
10,884 |
|
|
1,775 |
|
|
(19,671 |
) |
|
(12,713 |
) |
($000s) |
Cannabis |
|
Cannabis |
|
Intersegment |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
||||||||
Three months ended September 30, 2025 |
|
|||||||||||||||||||||||
Operating income (loss) as previously reported |
|
9,105 |
|
|
(5,434 |
) |
|
— |
|
|
3,671 |
|
|
11,222 |
|
|
1,543 |
|
|
(27,486 |
) |
|
(11,050 |
) |
Adjustment to general and administrative expenses |
|
(4,058 |
) |
|
(5,448 |
) |
|
— |
|
|
(9,506 |
) |
|
(4,631 |
) |
|
— |
|
|
14,137 |
|
|
— |
|
Operating income (loss) as recast |
|
5,047 |
|
|
(10,882 |
) |
|
— |
|
|
(5,835 |
) |
|
6,591 |
|
|
1,543 |
|
|
(13,349 |
) |
|
(11,050 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted operating income (loss) as previously reported |
|
9,105 |
|
|
(4,772 |
) |
|
— |
|
|
4,333 |
|
|
11,222 |
|
|
1,543 |
|
|
(26,610 |
) |
|
(9,512 |
) |
Adjustment to general and administrative expenses |
|
(4,058 |
) |
|
(5,448 |
) |
|
— |
|
|
(9,506 |
) |
|
(4,631 |
) |
|
— |
|
|
14,137 |
|
|
— |
|
Adjusted operating income (loss) as recast |
|
5,047 |
|
|
(10,220 |
) |
|
— |
|
|
(5,173 |
) |
|
6,591 |
|
|
1,543 |
|
|
(12,473 |
) |
|
(9,512 |
) |
8
LIQUOR RETAIL SEGMENT RESULTS
Operating income (loss)
|
Three months ended |
|
Nine months ended |
|
||||||||||||||||||||
($000s) |
2026 |
|
2025 |
|
2026 |
|
2025 |
|
||||||||||||||||
|
|
|
As Previously Reported |
|
(2) |
|
As |
|
|
|
As Previously Reported |
|
(2) |
|
As |
|
||||||||
Net revenue |
|
134,774 |
|
|
139,388 |
|
|
— |
|
|
139,388 |
|
|
373,565 |
|
|
390,789 |
|
|
— |
|
|
390,789 |
|
Cost of sales |
|
98,384 |
|
|
102,684 |
|
|
— |
|
|
102,684 |
|
|
276,737 |
|
|
289,796 |
|
|
— |
|
|
289,796 |
|
Gross profit |
|
36,390 |
|
|
36,704 |
|
|
— |
|
|
36,704 |
|
|
96,828 |
|
|
100,993 |
|
|
— |
|
|
100,993 |
|
Gross margin (1) |
|
27.0 |
% |
|
26.3 |
% |
|
|
|
26.3 |
% |
|
25.9 |
% |
|
25.8 |
% |
|
|
|
25.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
General and administrative |
|
21,528 |
|
|
16,910 |
|
|
4,631 |
|
|
21,541 |
|
|
64,111 |
|
|
50,381 |
|
|
13,392 |
|
|
63,773 |
|
Sales and marketing |
|
1,077 |
|
|
821 |
|
|
— |
|
|
821 |
|
|
3,456 |
|
|
2,747 |
|
|
— |
|
|
2,747 |
|
Depreciation and amortization |
|
7,644 |
|
|
7,751 |
|
|
— |
|
|
7,751 |
|
|
23,068 |
|
|
23,631 |
|
|
— |
|
|
23,631 |
|
Share-based compensation |
|
112 |
|
|
— |
|
|
— |
|
|
— |
|
|
335 |
|
|
— |
|
|
— |
|
|
— |
|
Restructuring costs |
|
2 |
|
|
— |
|
|
— |
|
|
— |
|
|
227 |
|
|
— |
|
|
— |
|
|
— |
|
Asset (reversal) impairment |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(171 |
) |
|
— |
|
|
— |
|
|
— |
|
Other income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(81 |
) |
|
— |
|
|
— |
|
|
— |
|
Gain on disposition of assets |
|
(8 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(16 |
) |
|
(42 |
) |
|
— |
|
|
(42 |
) |
Operating income (loss) |
|
6,035 |
|
|
11,222 |
|
|
(4,631 |
) |
|
6,591 |
|
|
5,899 |
|
|
24,276 |
|
|
(13,392 |
) |
|
10,884 |
|
Net revenue for the three months ended September 30, 2026 was $134.8 million compared to $139.4 million for the three months ended September 30, 2025. The decrease of $4.6 million was primarily due to lower customer traffic reflecting declining market trends, partially offset by pricing strategies.
Net revenue for the nine months ended September 30, 2026 was $373.6 million compared to $390.8 million for the nine months ended September 30, 2025. The decrease of $17.2 million was primarily due to lower customer traffic reflecting declining market trends, partially offset by pricing strategies.
Cost of sales for the three months ended September 30, 2026 was $98.4 million compared to $102.7 million for the three months ended September 30, 2025. The decrease of $4.3 million was due to an overall decrease in sales as noted above.
Cost of sales for the nine months ended September 30, 2026 was $276.7 million compared to $289.8 million for the nine months ended September 30, 2025. The decrease of $13.1 million was due to an overall decrease in sales as noted above.
Gross profit for the three months ended September 30, 2026 was $36.4 million (27.0%) compared to $36.7 million (26.3%) for the three months ended September 30, 2025. The decrease of $0.3 million was partly due to a reduction in net revenue and cost of sales noted above, in addition to pricing strategies.
Gross profit for the nine months ended September 30, 2026 was $96.8 million (25.9%) compared to $101.0 million (25.8%) for the nine months ended September 30, 2025. The decrease of $4.2 million was partly due to a reduction in net revenue and cost of sales noted above, in addition to pricing strategies.
The increase in sales and marketing expense of $0.7 million for the three and nine months ended September 30, 2026 were mainly caused by new store marketing expenses.
During the three months ended September 30, 2026, and the three months ended September 30, 2025, no impairments or impairment reversals were recorded.
During the nine months ended September 30, 2026, the Company recorded impairment reversals on retail property, plant and equipment of $0.2 million due to improved store level operating results. During the nine months ended September 30, 2025, no impairments or impairment reversals were recorded.
9
At October 26, 2026, the Ace Liquor store count was 130, the Liquor Depot store count was 19 and the Wine and Beyond store count was 16.
CANNABIS RETAIL SEGMENT RESULTS
Operating income (loss)
|
Three months ended |
|
Nine months ended |
|
||||||||||||||||||||
($000s) |
2026 |
|
2025 |
|
2026 |
|
2025 |
|
||||||||||||||||
|
|
|
As Previously Reported |
|
(2) |
|
As |
|
|
|
As Previously Reported |
|
(2) |
|
As |
|
||||||||
Net revenue |
|
85,605 |
|
|
85,021 |
|
|
— |
|
|
85,021 |
|
|
246,154 |
|
|
246,960 |
|
|
— |
|
|
246,960 |
|
Cost of sales |
|
62,487 |
|
|
62,556 |
|
|
— |
|
|
62,556 |
|
|
180,682 |
|
|
182,986 |
|
|
— |
|
|
182,986 |
|
Gross profit |
|
23,118 |
|
|
22,465 |
|
|
— |
|
|
22,465 |
|
|
65,472 |
|
|
63,974 |
|
|
— |
|
|
63,974 |
|
Gross margin (1) |
|
27.0 |
% |
|
26.4 |
% |
|
|
|
26.4 |
% |
|
26.6 |
% |
|
25.9 |
% |
|
|
|
25.9 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
General and administrative |
|
13,893 |
|
|
9,874 |
|
|
4,058 |
|
|
13,932 |
|
|
43,499 |
|
|
31,779 |
|
|
11,772 |
|
|
43,551 |
|
Sales and marketing |
|
398 |
|
|
575 |
|
|
— |
|
|
575 |
|
|
1,078 |
|
|
1,276 |
|
|
— |
|
|
1,276 |
|
Depreciation and amortization |
|
4,162 |
|
|
3,934 |
|
|
— |
|
|
3,934 |
|
|
12,533 |
|
|
11,430 |
|
|
— |
|
|
11,430 |
|
Share-based compensation |
|
39 |
|
|
— |
|
|
— |
|
|
— |
|
|
127 |
|
|
— |
|
|
— |
|
|
— |
|
Restructuring costs |
|
40 |
|
|
— |
|
|
— |
|
|
— |
|
|
75 |
|
|
— |
|
|
— |
|
|
— |
|
Asset (reversal) impairment |
|
(658 |
) |
|
(1,028 |
) |
|
— |
|
|
(1,028 |
) |
|
(1,142 |
) |
|
(2,832 |
) |
|
— |
|
|
(2,832 |
) |
Loss (gain) on disposition of assets |
|
— |
|
|
5 |
|
|
— |
|
|
5 |
|
|
(26 |
) |
|
(8 |
) |
|
— |
|
|
(8 |
) |
Operating income (loss) |
|
5,244 |
|
|
9,105 |
|
|
(4,058 |
) |
|
5,047 |
|
|
9,328 |
|
|
22,329 |
|
|
(11,772 |
) |
|
10,557 |
|
Net revenue for the three months ended September 30, 2026 was $85.6 million compared to $85.0 million for the three months ended September 30, 2025. The increase of $0.6 million is mainly attributable to an increase in proprietary licensing revenue, partially offset by decreases in retail sales and a minor decrease in franchise revenue.
Net revenue for the nine months ended September 30, 2026 was $246.2 million compared to $247.0 million for the nine months ended September 30, 2025. The decrease of $0.8 million is mainly attributable to decreases in retail sales and franchise revenue, partially offset by an increase in proprietary licensing revenue.
Cost of sales for the three months ended September 30, 2026 was $62.5 million compared to $62.6 million for the three months ended September 30, 2025. The decrease of $0.1 million was due to a decrease in retail sales as noted above and a change in product mix from changing consumer preferences.
Cost of sales for the nine months ended September 30, 2026 was $180.7 million compared to $183.0 million for the nine months ended September 30, 2025. The decrease of $2.3 million was due to a decrease in retail sales as noted above and a change in product mix from changing consumer preferences.
Gross profit for the three months ended September 30, 2026 was $23.1 million (27.0%) compared to $22.5 million (26.4%) for the three months ended September 30, 2025. The increase of $0.6 million was due to a change in product mix from changing consumer preferences and an increase in net revenue noted above.
Gross profit for the nine months ended September 30, 2026 was $65.5 million (26.6%) compared to $64.0 million (25.9%) for the nine months ended September 30, 2025. The increase of $1.5 million was due to a change in product mix from changing consumer preferences, an increase in net revenue and decrease in cost of sales noted above.
During the three months ended September 30, 2026, the Company recorded impairment reversals on right of use assets of $0.3 million and retail property, plant and equipment of $0.4 million. During the three months ended September 30, 2025, the Company recorded impairment reversals on right of use assets of $0.5 million and retail property, plant and equipment of $0.5 million due to improved store level operating results.
10
During the nine months ended September 30, 2026, the Company recorded impairment reversals on right of use assets of $0.5 million and retail property, plant and equipment of $0.6 million due to improved store level operating results. During the nine months ended September 30, 2025, the Company recorded impairment reversals on right of use assets of $1.5 million and retail property, plant and equipment of $1.3 million due to improved store level operating results.
At October 26, 2026, the Spiritleaf store count was 60 (4 corporate stores and 56 franchise stores) and the Value Buds store count was 133 corporate stores.
CANNABIS OPERATIONS SEGMENT RESULTS
Operating income (loss)
|
Three months ended |
|
Nine months ended |
|
||||||||||||||||||||
($000s) |
2026 |
|
2025 |
|
2026 |
|
2025 |
|
||||||||||||||||
|
|
|
As Previously Reported |
|
(2) |
|
As |
|
|
|
As Previously Reported |
|
(2) |
|
As |
|
||||||||
Net revenue |
|
27,040 |
|
|
37,389 |
|
|
— |
|
|
37,389 |
|
|
88,704 |
|
|
107,544 |
|
|
— |
|
|
107,544 |
|
Cost of sales |
|
28,662 |
|
|
32,381 |
|
|
— |
|
|
32,381 |
|
|
83,957 |
|
|
84,092 |
|
|
— |
|
|
84,092 |
|
Gross profit |
|
(1,622 |
) |
|
5,008 |
|
|
— |
|
|
5,008 |
|
|
4,747 |
|
|
23,452 |
|
|
— |
|
|
23,452 |
|
Gross margin (1) |
|
-6.0 |
% |
|
13.4 |
% |
|
|
|
13.4 |
% |
|
5.4 |
% |
|
21.8 |
% |
|
|
|
21.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
General and administrative |
|
7,357 |
|
|
4,266 |
|
|
5,448 |
|
|
9,714 |
|
|
23,439 |
|
|
11,767 |
|
|
16,558 |
|
|
28,325 |
|
Sales and marketing |
|
1,940 |
|
|
1,971 |
|
|
— |
|
|
1,971 |
|
|
6,405 |
|
|
6,206 |
|
|
— |
|
|
6,206 |
|
Depreciation and amortization |
|
323 |
|
|
657 |
|
|
— |
|
|
657 |
|
|
950 |
|
|
2,100 |
|
|
— |
|
|
2,100 |
|
Share-based compensation |
|
157 |
|
|
— |
|
|
— |
|
|
— |
|
|
571 |
|
|
— |
|
|
— |
|
|
— |
|
Restructuring costs |
|
313 |
|
|
258 |
|
|
— |
|
|
258 |
|
|
544 |
|
|
828 |
|
|
— |
|
|
828 |
|
Asset impairment |
|
52,989 |
|
|
3,079 |
|
|
— |
|
|
3,079 |
|
|
53,464 |
|
|
5,803 |
|
|
— |
|
|
5,803 |
|
Research and development |
|
— |
|
|
156 |
|
|
— |
|
|
156 |
|
|
12 |
|
|
354 |
|
|
— |
|
|
354 |
|
(Gain) loss on disposition of assets |
|
(8 |
) |
|
55 |
|
|
— |
|
|
55 |
|
|
198 |
|
|
22 |
|
|
— |
|
|
22 |
|
Operating income (loss) |
|
(64,693 |
) |
|
(5,434 |
) |
|
(5,448 |
) |
|
(10,882 |
) |
|
(80,836 |
) |
|
(3,628 |
) |
|
(16,558 |
) |
|
(20,186 |
) |
The Company’s revenue comprises bulk and packaged sales under the Cannabis Act pursuant to its supply agreements with Canadian provincial boards, other licensed producers and international exports, proprietary extraction services, white label product formulation and manufacturing, the sale of bulk winterized oil and distillate, toll processing and co-packaging services and analytical testing.
Net revenue for the three months ended September 30, 2026 was $27.0 million compared to $37.4 million for the three months ended September 30, 2025. The decrease of $10.4 million was mainly due to decreases in sales to provincial boards and wholesale sales.
Net revenue for the nine months ended September 30, 2026 was $88.7 million compared to $107.5 million for the nine months ended September 30, 2025. The decrease of $18.8 million was mainly due to decreases in sales to provincial boards and wholesale sales.
Cost of sales for the three months ended September 30, 2026 were $28.7 million compared to $32.4 million for the three months ended September 30, 2025. The decrease of $3.7 million was mainly due to the decrease in net revenue as noted above, changes in product mix with higher direct costs and an increase in inventory obsolescence of $1.6 million.
Cost of sales for the nine months ended September 30, 2026 were $84.0 million compared to $84.1 million for the nine months ended September 30, 2025. The decrease of $0.1 million was mainly due to the decrease in net revenue as noted above, changes in product mix with higher direct costs and an increase in inventory obsolescence of $3.4 million.
11
Gross profit for the three months ended September 30, 2026 was negative $1.6 million (-6.0%) compared to $5.0 million (13.4%) for the three months ended September 30, 2025. The decrease of $6.6 million was due to the decrease in net revenue and increases in cost of sales and inventory obsolescence noted above.
Gross profit for the nine months ended September 30, 2026 was $4.7 million (5.4%) compared to $23.5 million (21.8%) for the nine months ended September 30, 2025. The decrease of $18.8 million was due to the decrease in net revenue and increases in cost of sales and inventory obsolescence noted above.
During the three months ended September 30, 2026, the Company recorded impairments on property, plant and equipment of $1.0 million due to a rationalization of product lines and the decommissioning of certain manufacturing equipment and recorded impairments of goodwill of $52.0 million due to lower than expected operating results and forecasts. During the three months ended September 30, 2025, the Company recorded impairments on property, plant and equipment of $0.4 million due to the consolidation of the Company’s edible facilities as part of its integration strategy and $2.7 million due to slow moving market conditions.
During the nine months ended September 30, 2026, the Company recorded impairments on property, plant and equipment of $0.5 million due to slow moving market conditions and $1.0 million due to a rationalization of product lines and the decommissioning of certain manufacturing equipment and recorded impairments of goodwill of $52.0 million due to lower than expected operating results and forecasts. During the nine months ended September 30, 2025, the Company recorded impairments on property, plant and equipment of $3.1 million due to the consolidation of the Company’s edible facilities as part of its integration strategy and $2.7 million due to slow moving market conditions.
During the nine months ended September 30, 2026, the Company received proceeds of $1.7 million for the disposition of its Stellarton facility and a loss on disposal of $0.2 million was recognized.
INVESTMENTS SEGMENT RESULTS
Operating income (loss)
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
($000s) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Investment income |
|
|
927 |
|
|
|
1,777 |
|
|
|
3,472 |
|
|
|
6,162 |
|
Share of profit (loss) of equity-accounted investees |
|
|
6,934 |
|
|
|
(234 |
) |
|
|
5,084 |
|
|
|
(4,387 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
— |
|
|
|
— |
|
|
|
216 |
|
|
|
— |
|
Operating income (loss) |
|
|
7,861 |
|
|
|
1,543 |
|
|
|
8,340 |
|
|
|
1,775 |
|
Investment income for the three months ended September 30, 2026 was $0.9 million compared to $1.8 million for the three months ended September 30, 2025. The decrease of $0.9 million was mainly due to lower interest revenue from cash due to lower balances.
Investment income for the nine months ended September 30, 2026 was $3.5 million compared to $6.2 million for the nine months ended September 30, 2025. The decrease of $2.7 million was mainly due to lower interest income from investments at amortized cost, caused by the principal repayment of a $27 million commercial mortgage in March 2025 and lower interest revenue from cash.
Share of profit (loss) of equity-accounted investees is comprised of the Company’s share of the net profit (or loss) generated from its investments in SunStream. The current investment portfolio of SunStream is comprised of secured debt, hybrid debt, derivative instruments and convertible equity instruments issued by U.S. based cannabis businesses.
Share of profit of equity-accounted investees for the three months ended September 30, 2026 was $6.9 million compared to a loss of $0.2 million for the three months ended September 30, 2025. The increase of $7.1 million was mostly due to accounting fair value adjustments to the investments.
Share of profit of equity-accounted investees for the nine months ended September 30, 2026 was $5.1 million compared to a loss of $4.4 million for the nine months ended September 30, 2025. The increase of $9.5 million was mostly due to accounting fair value adjustments to the investments.
12
SELECTED QUARTERLY INFORMATION
The following table summarizes selected consolidated operating and financial information of the Company for the preceding eight quarters.
|
2026 |
|
2025 |
|
2024 |
|
||||||||||||||||||
($000s, except per share amounts) |
Q3 |
|
Q2 |
|
Q1 |
|
Q4 |
|
Q3 |
|
Q2 |
|
Q1 |
|
Q4 |
|
||||||||
Net revenue |
|
237,994 |
|
|
235,766 |
|
|
195,906 |
|
|
252,499 |
|
|
244,219 |
|
|
244,769 |
|
|
204,914 |
|
|
257,679 |
|
Gross profit |
|
57,886 |
|
|
56,349 |
|
|
52,812 |
|
|
70,229 |
|
|
64,177 |
|
|
67,601 |
|
|
56,641 |
|
|
68,799 |
|
Investment income |
|
927 |
|
|
1,008 |
|
|
1,537 |
|
|
1,652 |
|
|
1,777 |
|
|
1,529 |
|
|
2,856 |
|
|
2,734 |
|
Net (loss) earnings attributable to owners of the Company (1) |
|
(50,789 |
) |
|
(7,822 |
) |
|
(9,911 |
) |
|
9,367 |
|
|
(13,319 |
) |
|
2,885 |
|
|
(14,707 |
) |
|
(67,142 |
) |
Per share, basic and diluted (1) |
|
(0.21 |
) |
|
(0.03 |
) |
|
(0.04 |
) |
|
0.04 |
|
|
(0.05 |
) |
|
0.01 |
|
|
(0.06 |
) |
|
(0.25 |
) |
During the eight most recent quarters the following items have had a significant impact on the Company’s financial results and results of operations:
LIQUIDITY AND CAPITAL RESOURCES
($000s) |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Cash and cash equivalents |
|
|
132,479 |
|
|
|
252,243 |
|
Capital resources are financing resources available to the Company and are defined as the Company’s debt and equity. The Company manages its capital resources with the objective of maximizing shareholder value and sustaining future development of the business. The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the Company’s activities. The Company may adjust capital spending, issue new equity or issue new debt, subject to the availability of such debt or equity financing on commercial terms. During the nine months ended September 30, 2026 the Company contributed $60.8 million to SunStream and repurchased and cancelled 21.6 million common shares for a total cost of $43.1 million.
The Company’s primary need for liquidity is to fund investment opportunities, capital expenditures, working capital requirements and for general corporate purposes. The Company’s working capital requirements are primarily driven by maintaining inventory levels, the extension of credit to customers and the settling of obligations with suppliers. The Company’s primary source of liquidity historically has been from funds received from the proceeds of common share issuances and debt financing. The Company’s ability to fund operations and investments and make planned capital expenditures depends on future operating performance and cash flows, as well as the availability of future financing, all of which are subject to prevailing economic conditions and financial, business and other factors.
Management believes its current capital resources will be sufficient to satisfy cash requirements associated with funding the Company’s operating expenses and future development activities for at least the next 12 months. However, no assurance can be given that this will be the case or that future sources of capital will not be necessary.
13
Debt
As at September 30, 2026, the Company had no outstanding bank debt or other debt.
Equity
As at September 30, 2026, the Company had the following share capital instruments outstanding:
(000s) |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Common shares |
|
|
244,777 |
|
|
|
263,359 |
|
Common share purchase warrants (1) |
|
|
54 |
|
|
|
54 |
|
Simple warrants (2) |
|
|
16 |
|
|
|
16 |
|
Performance warrants (3) |
|
|
8 |
|
|
|
21 |
|
Stock options (4) |
|
|
84 |
|
|
|
321 |
|
Restricted share units |
|
|
6,676 |
|
|
|
6,855 |
|
The number of common shares outstanding changed during the nine months ended September 30, 2026 in connection with the following transactions:
From October 1, 2026 to October 26, 2026:
As at October 26, 2026, a total of 243.3 million common shares were issued and outstanding.
Cash Flow Summary
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
($000s) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cash provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating activities |
|
|
18,550 |
|
|
|
31,701 |
|
|
|
25,718 |
|
|
|
45,606 |
|
Investing activities |
|
|
(61,224 |
) |
|
|
10,522 |
|
|
|
(72,928 |
) |
|
|
20,533 |
|
Financing activities |
|
|
(8,055 |
) |
|
|
(9,866 |
) |
|
|
(60,412 |
) |
|
|
(43,917 |
) |
Change in cash and cash equivalents |
|
|
(50,729 |
) |
|
|
32,357 |
|
|
|
(107,622 |
) |
|
|
22,222 |
|
Cash Flow – Operating Activities
Net cash provided by operating activities was $18.6 million for the three months ended September 30, 2026 compared to $31.7 million provided by operating activities for the three months ended September 30, 2025. The decrease of $13.1 million was due to unfavourable changes in working capital, and a decrease in net earnings and adjustments for non-cash items. The change in non-cash working capital is comprised of changes in inventory, accounts receivable, prepaid expenses and deposits and accounts payable. Accounts receivable was impacted by the adoption of the IFRS 7 and IFRS 9 amendments, refer to “New Accounting Pronouncements” below for additional information.
Net cash provided by operating activities was $25.7 million for the nine months ended September 30, 2026 compared to $45.6 million provided by operating activities for the nine months ended September 30, 2025. The decrease of $19.9 million was due to an increase in net loss and adjustments for non-cash items, unfavourable changes in working capital,
14
and lower interest received. The change in non-cash working capital is comprised of changes in inventory, accounts receivable, prepaid expenses and deposits and accounts payable. Accounts receivable was impacted by the adoption of the IFRS 7 and IFRS 9 amendments, refer to “New Accounting Pronouncements” below for additional information.
Cash Flow – Investing Activities
Net cash used in investing activities was $61.2 million for the three months ended September 30, 2026 compared to $10.5 million provided by investing activities for the three months ended September 30, 2025. The decrease of $71.7 million was primarily due to capital contributions to equity-accounted investees and lower proceeds from the disposal of investments, partially offset by lower additions to property, plant and equipment. During the current period the Company contributed $60.8 million to equity-accounted investees. During the comparative period the Company received $15.0 million in proceeds for the disposition of investments at fair value through other comprehensive income.
Net cash used in investing activities was $72.9 million for the nine months ended September 30, 2026 compared to $20.5 million provided by investing activities for the nine months ended September 30, 2025. The decrease of $93.4 million was primarily due to capital contributions to equity-accounted investees, lower principal payments from investments, lower proceeds from the disposal of investments, partially offset by lower additions to investments. During the current period the Company contributed $63.6 million to equity-accounted investees. During the comparative period the Company received $15.0 million in proceeds for the disposition of investments at fair value through other comprehensive income, and received principal repayment of a $27 million commercial mortgage.
Cash Flow – Financing Activities
Net cash used in financing activities was $8.1 million for the three months ended September 30, 2026 compared to $9.9 million used in financing activities for the three months ended September 30, 2025. The decrease of $1.8 million was largely due to the change in restricted cash, partially offset by an increase in common shares repurchased.
Net cash used in financing activities was $60.4 million for the nine months ended September 30, 2026 compared to $43.9 million used in financing activities for the nine months ended September 30, 2025. The increase of $16.5 million was largely due to an increase in common shares repurchased, partially offset by the change in restricted cash.
Free cash flow
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
($000s) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Free cash flow |
|
|
19,954 |
|
|
|
16,692 |
|
|
|
5,692 |
|
|
|
7,733 |
|
Free cash flow is a specified financial measure that does not have a standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information. The Company defines free cash flow as the total change in cash and cash equivalents less cash used for common share repurchases, dividends (if any), changes to debt instruments, changes to long-term investments, net cash used for acquisitions plus cash provided by dispositions (if any).
Free cash flow was positive $20.0 million for the three months ended September 30, 2026 compared to positive $16.7 million for the three months ended September 30, 2025. The increase of $3.3 million was mainly due to the change in restricted cash and lower additions to property, plant and equipment, partially offset by unfavourable changes in working capital which resulted in higher cash outflows compared to the prior period and a decrease in net earnings and adjustments for non-cash items. The adjustments for non-cash items were mostly due to change in fair value of biological assets and inventory sold, share-based compensation expense, inventory obsolescence and impairment, asset impairment and share of profit of equity-accounted investees.
Free cash flow was positive $5.7 million for the nine months ended September 30, 2026 compared to positive $7.7 million for the nine months ended September 30, 2025. The decrease of $2.0 million was mainly due to a decrease in net loss and adjustments for non-cash items, exercise of cash-settled DSUs and unfavourable changes in working capital which resulted in higher cash outflows compared to the prior period, partially offset by lower additions to property, plant and equipment, higher proceeds from the disposal of property, plant and equipment and the change in restricted cash. The adjustments for non-cash items were mostly due to income tax recovery, change in fair value of biological assets and
15
inventory sold, share-based compensation, inventory obsolescence and impairment, asset impairment and share of profit of equity-accounted investees.
Financial Instruments
Refer to note 23 in the Interim Financial Statements for additional information on the Company’s financial instruments and the related fair value estimates and disclosures.
Liquidity risks associated with financial instruments
Credit risk
Credit risk is the risk of financial loss if the counterparty to a financial transaction fails to meet its obligations. The maximum amount of the Company’s credit risk exposure is the carrying amounts of cash and cash equivalents, accounts receivable, and investments. The Company attempts to mitigate such exposure to its cash and cash equivalents by investing only in financial institutions with investment grade credit ratings or secured investments. The Company manages risk over its accounts receivable by issuing credit only to creditworthy counterparties. The Company limits its exposure to credit risk over its investments by ensuring the agreements governing the investments are secured in the event of counterparty default. The Company considers financial instruments to have low credit risk when its credit risk rating is equivalent to investment grade. The Company assumes that the credit risk on a financial asset has increased significantly if it is outstanding past the contractual payment terms. The Company considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the Company.
The Company applies the simplified approach under IFRS 9 for trade receivables by grouping receivables based on shared credit risk characteristics and the days past due. The expected loss rates are based on historical credit losses experienced over a period of 12 months.
The Company applies the general approach under IFRS 9 to other receivables and other investments, which is an assessment of whether the credit risk of a financial instrument has increased significantly since initial recognition.
Liquidity risk
Liquidity risk is the risk that the Company cannot meet its financial obligations when due. The Company manages liquidity risk by monitoring operating and growth requirements. The Company prepares forecasts to ensure sufficient liquidity to fulfil obligations and operating plans. Management believes its current capital resources will be sufficient to satisfy cash requirements associated with funding the Company’s operating expenses and future development activities for at least the next 12 months. However, no assurance can be given that this will be the case or that future sources of capital will not be necessary.
Market risk
Market risk is the risk that changes in market prices will affect the Company’s income or value of its holdings of financial instruments. The Company is exposed to market risk in that changes in market prices will cause fluctuations in the fair value of its marketable securities. The fair value of marketable securities is based on quoted market prices as the Company’s marketable securities are shares of publicly traded entities.
Regulatory risk
Regulatory risk pertains to the risk that the Company’s business objectives are contingent, in part, upon compliance with regulatory requirements. Due to the nature of the industries in which the Company operates, the Company recognizes that regulatory requirements are more stringent and punitive in nature than most other sectors of the economy. Any delays in obtaining, or failure to obtain, regulatory approvals could significantly delay operational and/or product development and could have a material adverse effect on the Company’s business, results of operations, and financial condition. The Company is cognizant of the advent of regulatory changes in these industries on the city, provincial, and national levels in Canada and is aware of the effect that unforeseen regulatory changes in these industries could have on the goals and operations of the business as a whole.
16
CONTRACTUAL COMMITMENTS AND CONTINGENCIES
The information presented in the table below reflects management’s estimate of the contractual maturities of the Company’s obligations at September 30, 2026.
($000s) |
Less than |
|
One to three |
|
Three to five |
|
Thereafter |
|
Total |
|
|||||
Accounts payable and accrued liabilities |
|
46,902 |
|
|
— |
|
|
— |
|
|
— |
|
|
46,902 |
|
Lease liabilities |
|
22,007 |
|
|
80,982 |
|
|
70,170 |
|
|
14,872 |
|
|
188,031 |
|
Financial guarantee liability |
|
— |
|
|
114 |
|
|
— |
|
|
— |
|
|
114 |
|
Loyalty liability |
|
— |
|
|
792 |
|
|
— |
|
|
— |
|
|
792 |
|
Total |
|
68,909 |
|
|
81,888 |
|
|
70,170 |
|
|
14,872 |
|
|
235,839 |
|
The Company has entered into certain supply agreements to provide dried cannabis and cannabis products to third parties. The contracts require the provision of various amounts of dried cannabis on or before certain dates. Should the Company not deliver the product in the agreed timeframe, financial penalties apply which may be paid either in product in-kind or cash.
The Company has entered into royalty agreements to pay a certain amount of royalties on cannabis products sold. Should the Company not sell sufficient product in the agreed timeframe, a minimal royalty payment is accrued.
From time to time, the Company and its subsidiaries are or may become involved in various legal claims and actions which arise in the ordinary course of their business and operations. While the outcome of any such claim or action is inherently uncertain, the Company believes that the losses that may result, if any, will not be material to the consolidated financial statements.
NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES
Certain specified financial measures in this MD&A including adjusted operating income (loss), free cash flow, same store sales and adjusted EBITDA are non-IFRS measures. These terms are not defined by IFRS Accounting Standards and, therefore, may not be comparable to similar measures reported by other companies. These non-IFRS financial measures should not be considered in isolation or as an alternative for measures of performance prepared in accordance with IFRS Accounting Standards.
GROSS MARGIN
Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted.
Adjusted operating income (loss)
Adjusted operating income (loss) is a non-IFRS financial measure which the Company uses to evaluate its operating performance. Adjusted operating income (loss) provides information to investors, analysts, and others to aid in understanding and evaluating the Company’s operating results in a similar manner to its management team. The Company defines adjusted operating income (loss) as operating income (loss) less restructuring costs (recovery), goodwill and intangible asset impairments and asset impairments triggered by restructuring activities.
17
The following tables reconcile adjusted operating income (loss) to operating income (loss) for the periods noted.
($000s) |
Cannabis |
|
Cannabis |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
|||||||
Three months ended September 30, 2026 |
|
||||||||||||||||||||
Operating income (loss) |
|
5,244 |
|
|
(64,693 |
) |
|
(59,449 |
) |
|
6,035 |
|
|
7,861 |
|
|
(2,764 |
) |
|
(48,317 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring costs |
|
40 |
|
|
313 |
|
|
353 |
|
|
2 |
|
|
— |
|
|
222 |
|
|
577 |
|
Goodwill and intangible asset impairments |
|
— |
|
|
52,022 |
|
|
52,022 |
|
|
— |
|
|
— |
|
|
— |
|
|
52,022 |
|
Impairments triggered by restructuring |
|
— |
|
|
967 |
|
|
967 |
|
|
— |
|
|
— |
|
|
— |
|
|
967 |
|
Adjusted operating income (loss) |
|
5,284 |
|
|
(11,391 |
) |
|
(6,107 |
) |
|
6,037 |
|
|
7,861 |
|
|
(2,542 |
) |
|
5,249 |
|
($000s) |
Cannabis |
|
Cannabis |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
|||||||
Nine months ended September 30, 2026 |
|
||||||||||||||||||||
Operating income (loss) |
|
9,328 |
|
|
(80,836 |
) |
|
(71,508 |
) |
|
5,899 |
|
|
8,340 |
|
|
(8,003 |
) |
|
(65,272 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring costs |
|
75 |
|
|
544 |
|
|
619 |
|
|
227 |
|
|
— |
|
|
762 |
|
|
1,608 |
|
Goodwill and intangible asset impairments |
|
— |
|
|
52,022 |
|
|
52,022 |
|
|
— |
|
|
— |
|
|
— |
|
|
52,022 |
|
Impairments triggered by restructuring |
|
— |
|
|
967 |
|
|
967 |
|
|
— |
|
|
— |
|
|
— |
|
|
967 |
|
Adjusted operating income (loss) |
|
9,403 |
|
|
(27,303 |
) |
|
(17,900 |
) |
|
6,126 |
|
|
8,340 |
|
|
(7,241 |
) |
|
(10,675 |
) |
($000s) |
Cannabis |
|
Cannabis |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
|||||||
Three months ended September 30, 2025 |
|
||||||||||||||||||||
Operating income (loss) (1) |
|
5,047 |
|
|
(10,882 |
) |
|
(5,835 |
) |
|
6,591 |
|
|
1,543 |
|
|
(13,349 |
) |
|
(11,050 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring costs |
|
— |
|
|
258 |
|
|
258 |
|
|
— |
|
|
— |
|
|
876 |
|
|
1,134 |
|
Impairments triggered by restructuring |
|
— |
|
|
404 |
|
|
404 |
|
|
— |
|
|
— |
|
|
— |
|
|
404 |
|
Adjusted operating income (loss) |
|
5,047 |
|
|
(10,220 |
) |
|
(5,173 |
) |
|
6,591 |
|
|
1,543 |
|
|
(12,473 |
) |
|
(9,512 |
) |
($000s) |
Cannabis |
|
Cannabis |
|
Cannabis |
|
Liquor |
|
Investments |
|
Corporate |
|
Total |
|
|||||||
Nine months ended September 30, 2025 |
|
||||||||||||||||||||
Operating income (loss) (1) |
|
10,557 |
|
|
(20,186 |
) |
|
(9,629 |
) |
|
10,884 |
|
|
1,775 |
|
|
(21,130 |
) |
|
(18,100 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring costs |
|
— |
|
|
828 |
|
|
828 |
|
|
— |
|
|
— |
|
|
1,459 |
|
|
2,287 |
|
Impairments triggered by restructuring |
|
— |
|
|
3,100 |
|
|
3,100 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,100 |
|
Adjusted operating income (loss) |
|
10,557 |
|
|
(16,258 |
) |
|
(5,701 |
) |
|
10,884 |
|
|
1,775 |
|
|
(19,671 |
) |
|
(12,713 |
) |
Free cash flow
Free cash flow is a non-IFRS financial measure which the Company uses to evaluate its financial performance. Free cash flow provides information which management believes to be useful to investors, analysts and others in understanding
18
and evaluating the Company’s ability to generate positive cash flows as it removes cash used for non-operational items. The Company defines free cash flow as the total change in cash and cash equivalents less cash used for common share repurchases, dividends (if any), changes to debt instruments, changes to long-term investments, net cash used for acquisitions plus cash provided by dispositions (if any).
The following table reconciles free cash flow to change in cash and cash equivalents for the periods noted.
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
($000s) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Change in cash and cash equivalents |
|
|
(50,729 |
) |
|
|
32,357 |
|
|
|
(107,622 |
) |
|
|
22,222 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repurchase of common shares |
|
|
10,042 |
|
|
|
3 |
|
|
|
43,113 |
|
|
|
15,034 |
|
Changes to long-term investments |
|
|
60,641 |
|
|
|
(15,668 |
) |
|
|
67,301 |
|
|
|
(30,523 |
) |
Acquisitions, net of cash acquired |
|
|
— |
|
|
|
— |
|
|
|
2,900 |
|
|
|
1,000 |
|
Free cash flow |
|
|
19,954 |
|
|
|
16,692 |
|
|
|
5,692 |
|
|
|
7,733 |
|
Same store sales
Same store sales is a supplementary financial measure which the Company uses to evaluate its financial performance in its retail segments. Same store sales provides information which management believes to be useful to investors, analysts and others in understanding and evaluating the Company’s sales trends excluding the effect of the opening and closure of stores.
Same store sales refers to the revenue generated by the Company’s existing retail locations during the current and prior comparison periods.
ADJUSTED EBITDA
Adjusted EBITDA is a non-IFRS financial measure which the Company uses to evaluate its operating performance. Adjusted EBITDA provides information to investors, analysts, and others to aid in understanding and evaluating the Company’s operating results. The Company defines adjusted EBITDA as net earnings (loss) before inventory and biological assets fair value and impairment adjustments, share of (profit) loss of equity-accounted investees, depreciation and amortization, share-based compensation expense, restructuring costs, asset impairment, gain or loss on disposal of property, other expenses, net, income tax expense (recovery) and excluding non-recurring items including enterprise resource planning implementation costs and litigation settlements, net of recoveries.
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
($000s) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net loss |
|
|
(50,789 |
) |
|
|
(13,319 |
) |
|
|
(68,522 |
) |
|
|
(25,141 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inventory and biological assets fair value and impairment adjustments |
|
|
3,764 |
|
|
|
2,362 |
|
|
|
6,900 |
|
|
|
1,417 |
|
Share of loss (profit) of equity-accounted investees |
|
|
(6,934 |
) |
|
|
234 |
|
|
|
(5,084 |
) |
|
|
4,387 |
|
Depreciation and amortization |
|
|
12,659 |
|
|
|
12,928 |
|
|
|
38,145 |
|
|
|
39,076 |
|
Share-based compensation |
|
|
1,767 |
|
|
|
10,883 |
|
|
|
5,033 |
|
|
|
15,190 |
|
Restructuring costs |
|
|
577 |
|
|
|
1,134 |
|
|
|
1,608 |
|
|
|
2,287 |
|
Asset (reversal) impairment |
|
|
52,331 |
|
|
|
2,051 |
|
|
|
52,151 |
|
|
|
2,971 |
|
Loss (gain) on disposition of property, plant and equipment |
|
|
(16 |
) |
|
|
34 |
|
|
|
139 |
|
|
|
(54 |
) |
Other expenses, net |
|
|
2,464 |
|
|
|
2,269 |
|
|
|
6,424 |
|
|
|
7,041 |
|
Income tax recovery |
|
|
8 |
|
|
|
— |
|
|
|
(3,174 |
) |
|
|
— |
|
Non-recurring items |
|
|
(15 |
) |
|
|
(501 |
) |
|
|
549 |
|
|
|
(696 |
) |
Adjusted EBITDA |
|
|
15,816 |
|
|
|
18,075 |
|
|
|
34,169 |
|
|
|
46,478 |
|
19
RELATED PARTIES
SunStream is a joint venture in which the Company has a 50% ownership interest and is a related party due to it being classified as a joint venture of the Company. SunStream is a private company, incorporated under the ABCA, which provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. Capital contributions to the joint venture and distributions received from the joint venture are classified as related party transactions.
OFF BALANCE SHEET ARRANGEMENTS
As at September 30, 2026, the Company did not have any off-balance sheet arrangements.
CRITICAL ACCOUNTING ESTIMATES
The Company makes assumptions in applying critical accounting estimates that are uncertain at the time the accounting estimate is made and may have a significant effect on its consolidated financial statements. Critical accounting estimates include the classification and recoverable amounts of CGUs, value of inventory, value of equity-accounted investees, value of leases, acquisitions and fair value of assets acquired and liabilities assumed in a business combination. Critical accounting estimates are based on variable inputs including but not limited to:
Changes in critical accounting estimates can have a significant effect on profit or loss as a result of their impact on revenue, costs of sales, provisions and impairments. Changes in critical accounting estimates can have a significant effect on the valuation of inventory, property, plant and equipment, provisions and derivative financial instruments.
For a detailed discussion regarding the Company’s critical accounting estimates, refer to the notes to the Audited Financial Statements.
NEW ACCOUNTING PRONOUNCEMENTS
The International Accounting Standards Board and the IFRS Interpretations Committee regularly issue new and revised accounting pronouncements which have future effective dates and therefore are not reflected in the Company’s consolidated financial statements. Once adopted, these new and amended pronouncements may have an impact on the Company’s consolidated financial statements. The following accounting standard was effective for annual periods beginning on or after January 1, 2026 and had a material impact on the Company’s consolidated financial statements:
Classification and Measurement of Financial Instruments — Amendments to IFRS 9 and IFRS 7
On January 1, 2026, the Company adopted the amendments to IFRS 9 and IFRS 7 using the prospective application. The amendments include the following:
20
Impact on adoption
At September 30, 2026, there was an $8.8 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, which is reflected in the statement of financial position and statement of cash flows. The Company estimated the impact to be approximately $12.1 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, had the amendments been in effect for the annual period ending December 31, 2025.
There are new accounting standards, amendments to accounting standards and interpretations that are effective for annual periods beginning on or after January 1, 2027, discussed below, which have not been applied in preparing the consolidated financial statements for the three and nine months ended September 30, 2026.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after January 1, 2027. The new accounting standard introduces the following key new requirements:
In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.
The Company is still in the process of assessing the impact of the new accounting standard, particularly with respect to the structure of the Company’s statement of profit or loss, the statement of cash flows and the additional disclosures required for management-defined performance measures.
Other accounting standards
The following new and amended accounting standards are not expected to have a material impact on the Company’s consolidated financial statements:
RISK FACTORS
In addition to the risks described elsewhere in this document, for a detailed discussion regarding the Company’s risk factors, refer to the “Risk Factors” section of the AIF.
DISCLOSURE CONTROLS AND PROCEDURES
The Company has designed disclosure controls and procedures (as defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) and Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to provide reasonable assurance that: (i) material information relating to the Company is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time period specified in such securities legislation.
21
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2026. Based upon evaluation of the Company’s disclosure controls and procedures as of September 30, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2026.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in NI 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Refer to our MD&A for the year ended December 31, 2025, for a discussion regarding our internal control over financial reporting and the remediation of a previously identified material weakness.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no other changes in our internal control over financial reporting (as defined in NI 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ABBREVIATIONS
The following provides a summary of common abbreviations used in this document:
Financial and Business Environment |
|
$ or C$ |
Canadian dollars |
U.S. |
United States |
US$ |
United States dollars |
FORWARD-LOOKING INFORMATION
This MD&A may contain forward-looking information concerning the Company’s business, operations and financial performance and condition, as well as the Company’s plans, objectives and expectations for its business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim”, “anticipate”, “assume”, “believe”, “contemplate”, “continue”, “could”, “due”, “estimate”, “expect”, “goal”, “intend”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”, “pioneer”, “seek”, “should”, “target”, “will”, “would”, and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology.
These forward-looking statements include, but are not limited to, statements about:
22
Although the forward-looking statements contained in this MD&A are based on assumptions that the Company believes are reasonable, you are cautioned that actual results and developments (including Company results of operations, financial condition and liquidity, and the development of the industry in which the Company operates) may differ materially from those made in or suggested by the forward-looking statements contained in this MD&A. In addition, even if results and developments are consistent with the forward-looking statements contained in this MD&A, those results and developments may not be indicative of results or developments in subsequent periods.
Certain assumptions made in preparing the forward-looking statements contained in this MD&A include:
These forward-looking statements are based on current expectations, estimates, forecasts and projections about the Company’s business and the industry in which it operates and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond its control. As a result, any or all of the forward-looking information in this MD&A may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors” in the AIF and otherwise described in this MD&A. Readers of this MD&A are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this MD&A and, except as required by applicable law, the Company
23
assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with applicable securities regulators, including the Canadian securities regulators and the U.S. Securities and Exchange Commission (the “SEC”), after the date of this MD&A.
This MD&A contains estimates, projections and other information concerning the Company’s industry, its business and the markets for its products. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, the Company obtained this industry, business, market and other data from its own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. Certain statements included in this MD&A may be considered “financial outlook” for purposes of applicable securities laws, and such financial outlook may not be appropriate for purposes other than this MD&A. The purpose of the financial outlook is to provide readers with disclosure of the Company’s reasonable expectations of its anticipated results. The financial outlook is provided as of the date of this MD&A.
In addition, assumptions and estimates of the Company’s and industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” in the AIF and elsewhere in this MD&A. These and other factors could cause the Company’s future performance to differ materially from the Company’s assumptions and estimates. Readers of this MD&A are cautioned against placing undue reliance on forward-looking statements.
Further information regarding the assumptions and risks inherent in the making of forward-looking statements can be found in the AIF, along with the Company’s other public disclosure documents. Copies of the AIF and other public disclosure documents are available under the Company’s profile on the System for Electronic Data Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca and on the EDGAR section of the SEC’s website at www.sec.gov.
ADDITIONAL INFORMATION
Additional information relating to the Company, including the Company’s most recent AIF, can be viewed under the Company’s profile on SEDAR+ at www.sedarplus.ca, on the EDGAR section of the SEC’s website at www.sec.gov, or on the Company’s website at www.sndl.com. The information on or accessible through our website is not part of and is not incorporated by reference into this MD&A, and the inclusion of our website address in this MD&A is only for reference.
24
EXHIBIT 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Zachary George, Chief Executive Officer of SNDL Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SNDL Inc. (the “issuer”) for the interim period ended September 30, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”.
1
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: October 26, 2026
/s/ Zachary George
_______________________
Zachary George
Chief Executive Officer
2
EXHIBIT 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Alberto Paredero Quiros, Chief Financial Officer of SNDL Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SNDL Inc. (the “issuer”) for the interim period ended September 30, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”.
1
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: October 26, 2026
/s/ Alberto Paredero Quiros
_______________________
Alberto Paredero Quiros
Chief Financial Officer
2