EX-99.1 2 cron-ex991_9.htm EX-99.1 cron-ex991_9.htm

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CRONOS GROUP INC.

 

Unaudited Condensed Interim Consolidated Financial Statements

 

For the Three and Nine Months Ended September 30, 2018 and September 30, 2017

 

(in thousands of Canadian dollars)

 

 

 

 

 

 


 

 

Cronos Group Inc.

Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

 

Table of Contents

 

 

 

 

 


 

  

Cronos Group Inc.

Unaudited Condensed Interim Consolidated Statements of Financial Position

As at September 30, 2018 and December 31, 2017

(in thousands of CDN $)

 

 

 

Notes

 

As at

September 30,

2018

 

 

As at

December 31,

2017

 

Assets

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

$

41,482

 

 

$

9,208

 

Accounts receivable

 

23(i)

 

 

3,278

 

 

 

1,140

 

Sales taxes receivable

 

 

 

 

9,953

 

 

 

3,114

 

Prepaids and other receivables

 

23(i)

 

 

10,246

 

 

 

790

 

Biological assets

 

6

 

 

5,632

 

 

 

3,722

 

Inventory

 

6

 

 

15,073

 

 

 

8,416

 

Loan receivable

 

7,23(i)

 

 

314

 

 

 

314

 

Total current assets

 

 

 

 

85,978

 

 

 

26,704

 

Advances to related corporations

 

8,23(i)

 

 

2,674

 

 

 

-

 

Investments in equity accounted investees

 

9

 

 

4,072

 

 

 

3,807

 

Other investments

 

10,23(iii)

 

 

994

 

 

 

1,347

 

Property, plant and equipment

 

11

 

 

127,595

 

 

 

56,172

 

Intangible assets

 

12

 

 

11,345

 

 

 

11,207

 

Goodwill

 

13

 

 

1,792

 

 

 

1,792

 

Total assets

 

 

 

$

234,450

 

 

$

101,029

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

Accounts payable and other liabilities

 

23(ii)

 

$

3,066

 

 

$

7,878

 

Government remittances payable

 

 

 

 

739

 

 

 

-

 

Construction loan payable

 

15

 

 

5,724

 

 

 

-

 

Total current liabilities

 

 

 

 

9,529

 

 

 

7,878

 

Construction loan payable

 

15

 

 

-

 

 

 

5,367

 

Deferred income tax liability

 

22

 

 

2,656

 

 

 

1,416

 

Total liabilities

 

 

 

 

12,185

 

 

 

14,661

 

Shareholders' equity

 

 

 

 

 

 

 

 

 

 

Share capital

 

16(a)

 

 

225,549

 

 

 

83,559

 

Shares to be issued

 

16(b)

 

 

17

 

 

 

-

 

Warrants

 

17(a)

 

 

1,548

 

 

 

3,364

 

Stock options

 

17(b)

 

 

4,982

 

 

 

2,289

 

Accumulated deficit

 

 

 

 

(11,261

)

 

 

(3,724

)

Accumulated other comprehensive income

 

 

 

 

1,119

 

 

 

880

 

Total equity attributable to shareholders of Cronos

 

 

 

 

221,954

 

 

 

86,368

 

Non-controlling interests

 

14

 

 

311

 

 

 

-

 

Total shareholders' equity

 

 

 

 

222,265

 

 

 

86,368

 

Total liabilities and shareholders' equity

 

 

 

$

234,450

 

 

$

101,029

 

Commitments and contingencies

 

21

 

 

 

 

 

 

 

 

Subsequent events

 

26

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

 

 

 

Approved on behalf of the Board of Directors:

 

 

 

"Michael Gorenstein"

 

"James Rudyk"

 

Director

 

Director

 

 

   

 

1


 

  

Cronos Group Inc.

Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss)

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except share and per share amounts)

 

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

Notes

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenue

18

 

$

3,760

 

 

$

1,314

 

 

$

10,099

 

 

$

2,471

 

Cost of sales before fair value adjustments

5,6

 

 

1,688

 

 

 

464

 

 

 

4,509

 

 

 

877

 

Gross profit before fair value adjustments

 

 

 

2,072

 

 

 

850

 

 

 

5,590

 

 

 

1,594

 

Fair value adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized change in fair value of biological assets

5,6

 

 

(1,533

)

 

 

(2,478

)

 

 

(11,108

)

 

 

(5,179

)

Realized fair value adjustments on inventory sold in the period

5,6

 

 

1,511

 

 

 

1,324

 

 

 

6,330

 

 

 

2,612

 

Total fair value adjustments

 

 

 

(22

)

 

 

(1,154

)

 

 

(4,778

)

 

 

(2,567

)

Gross profit

 

 

 

2,094

 

 

 

2,004

 

 

 

10,368

 

 

 

4,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

 

598

 

 

 

176

 

 

 

1,548

 

 

 

306

 

General and administrative

 

 

 

4,820

 

 

 

1,066

 

 

 

11,500

 

 

 

4,274

 

Share-based payments

17(b),20

 

 

1,223

 

 

 

539

 

 

 

2,947

 

 

 

1,170

 

Depreciation and amortization

11,12

 

 

330

 

 

 

255

 

 

 

938

 

 

 

684

 

Total operating expenses

 

 

 

6,971

 

 

 

2,036

 

 

 

16,933

 

 

 

6,434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

 

(4,877

)

 

 

(32

)

 

 

(6,565

)

 

 

(2,273

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

(62

)

 

 

(22

)

 

 

(121

)

 

 

(159

)

Share of income (loss) from investment in associate

9

 

 

20

 

 

 

(53

)

 

 

64

 

 

 

363

 

Gain on other investments

10

 

 

-

 

 

 

1,128

 

 

 

221

 

 

 

2,399

 

Total other income (expense)

 

 

 

(42

)

 

 

1,053

 

 

 

164

 

 

 

2,603

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

 

(4,919

)

 

 

1,021

 

 

 

(6,401

)

 

 

330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (recovery)

22

 

 

2,352

 

 

 

(76

)

 

 

1,197

 

 

 

(98

)

Net income (loss)

 

 

$

(7,271

)

 

$

1,097

 

 

$

(7,598

)

 

$

428

 

Net income (loss) attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cronos Group

 

 

 

(7,210

)

 

 

1,097

 

 

 

(7,537

)

 

 

428

 

Non-controlling interests

14

 

 

(61

)

 

 

-

 

 

 

(61

)

 

 

-

 

 

 

 

$

(7,271

)

 

$

1,097

 

 

$

(7,598

)

 

$

428

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on revaluation and disposal of other investments, net of tax

10,22

 

 

233

 

 

 

(2

)

 

 

237

 

 

 

692

 

Foreign exchange gain on translation of foreign operations

2(c)

 

 

3

 

 

 

-

 

 

 

3

 

 

 

-

 

Total other comprehensive income (loss)

 

 

 

236

 

 

 

(2

)

 

 

240

 

 

 

692

 

Comprehensive income (loss)

 

 

$

(7,035

)

 

$

1,095

 

 

$

(7,358

)

 

$

1,120

 

Comprehensive income (loss) attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cronos Group

 

 

 

(6,975

)

 

 

1,095

 

 

 

(7,298

)

 

 

1,120

 

Non-controlling interests

14

 

 

(60

)

 

 

-

 

 

 

(60

)

 

 

-

 

 

 

 

$

(7,035

)

 

$

1,095

 

 

$

(7,358

)

 

$

1,120

 

Net income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

19

 

$

(0.04

)

 

$

0.01

 

 

$

(0.04

)

 

$

0.00

 

Weighted average number of outstanding shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

19

 

 

177,483,122

 

 

 

134,913,931

 

 

 

170,097,232

 

 

 

130,782,161

 

Diluted

19

 

 

177,483,122

 

 

 

143,592,860

 

 

 

170,097,232

 

 

 

139,461,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

 

 

 

 

2


 

  

Cronos Group Inc.

Unaudited Condensed Interim Consolidated Statements of Changes in Equity

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except number of share amounts)

 

 

Notes

 

Number of

shares

 

 

Share capital

 

 

Shares to be

issued

 

 

 

Share-based reserve

 

 

Accumulated

deficit

 

 

Accumulated other comprehensive income

 

 

Non-controlling interests

 

 

Total

 

 

 

 

 

 

 

Warrants

 

 

Stock options

 

 

 

 

 

 

 

 

 

Balance at January 1, 2017

 

 

 

121,725,748

 

 

$

33,590

 

 

$

-

 

 

$

3,983

 

 

$

735

 

 

$

(6,215

)

 

$

1,584

 

 

$

-

 

 

$

33,677

 

Shares issued

16(a)

 

 

14,376,112

 

 

 

32,346

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

32,346

 

Share issuance costs

 

 

 

-

 

 

 

(1,350

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,350

)

Vesting of options

17(b)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,170

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,170

 

Options exercised

17(b)

 

 

478,746

 

 

 

752

 

 

 

-

 

 

 

-

 

 

 

(267

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

485

 

Warrants exercised

17(a)

 

 

6,072,096

 

 

 

2,152

 

 

 

-

 

 

 

(619

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,533

 

Shares to be issued

16(c)

 

 

-

 

 

 

-

 

 

 

76

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

76

 

Unrealized gains reclassified to net income

10

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,537

)

 

 

-

 

 

 

(1,537

)

Net income

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

428

 

 

 

-

 

 

 

-

 

 

 

428

 

Other comprehensive income

10

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

692

 

 

 

-

 

 

 

692

 

Balance at September 30, 2017

 

 

 

142,652,702

 

 

$

67,490

 

 

$

76

 

 

$

3,364

 

 

$

1,638

 

 

$

(5,787

)

 

$

739

 

 

$

-

 

 

$

67,520

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2018

 

 

 

149,360,603

 

 

$

83,559

 

 

$

-

 

 

$

3,364

 

 

$

2,289

 

 

$

(3,724

)

 

$

880

 

 

$

-

 

 

$

86,368

 

Shares issued

16(a)

 

 

15,677,143

 

 

 

146,032

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

146,032

 

Share issuance costs

 

 

 

-

 

 

 

(9,479

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,479

)

Vesting of options

17(b)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,947

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,947

 

Options exercised

17(b)

 

 

366,638

 

 

 

721

 

 

 

-

 

 

 

-

 

 

 

(154

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

567

 

Warrants exercised

17(a)

 

 

13,114,336

 

 

 

4,616

 

 

 

-

 

 

 

(1,816

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,800

 

Shares to be issued

16(b)

 

 

-

 

 

 

-

 

 

 

17

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17

 

Share appreciation rights

17(b)

 

 

181,726

 

 

 

100

 

 

 

-

 

 

 

-

 

 

 

(100

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Non-controlling interests arising from Cronos Israel

14

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

371

 

 

 

371

 

Net loss

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,537

)

 

 

-

 

 

 

(61

)

 

 

(7,598

)

Other comprehensive income

10,22,2(c)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

239

 

 

 

1

 

 

 

240

 

Balance at September 30, 2018

 

 

 

178,700,446

 

 

$

225,549

 

 

$

17

 

 

$

1,548

 

 

$

4,982

 

 

$

(11,261

)

 

$

1,119

 

 

$

311

 

 

$

222,265

 

 

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

 

 

 

 

3


 

 

Cronos Group Inc.

Unaudited Condensed Interim Consolidated Statements of Cash Flows

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $)

 

 

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

Notes

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

$

(6,392

)

 

$

1,097

 

 

$

(6,719

)

 

$

428

 

Items not affecting cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized change in fair value of biological assets

 

5,6

 

 

(1,533

)

 

 

(2,478

)

 

 

(11,108

)

 

 

(5,179

)

Realized fair value adjustments on inventory sold in the period

 

5,6

 

 

1,511

 

 

 

1,324

 

 

 

6,330

 

 

 

2,612

 

Share-based payments

 

17(b),20

 

 

1,223

 

 

 

539

 

 

 

2,947

 

 

 

1,170

 

Depreciation and amortization

 

11,12

 

 

645

 

 

 

255

 

 

 

1,760

 

 

 

684

 

Share of income (loss) from investment in associate

 

9

 

 

(20

)

 

 

53

 

 

 

(64

)

 

 

(363

)

Gain on other investments

 

10

 

 

-

 

 

 

(1,128

)

 

 

(221

)

 

 

(2,399

)

Deferred income tax expense (recovery)

 

22

 

 

1,473

 

 

 

(76

)

 

 

318

 

 

 

(98

)

Foreign exchange loss (gain)

 

 

 

 

2

 

 

 

-

 

 

 

(10

)

 

 

-

 

 

 

 

 

 

(3,091

)

 

 

(414

)

 

 

(6,767

)

 

 

(3,145

)

Net changes in non-cash working capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

23(i)

 

 

(434

)

 

 

(102

)

 

 

(2,138

)

 

 

(293

)

Sales taxes receivable

 

 

 

 

(3,001

)

 

 

-

 

 

 

(6,839

)

 

 

-

 

Prepaids and other receivables

 

23(i)

 

 

(6,134

)

 

 

452

 

 

 

(9,456

)

 

 

(1,700

)

Biological assets

 

5,6

 

 

2,800

 

 

 

2,452

 

 

 

9,198

 

 

 

4,162

 

Inventory

 

5,6

 

 

(4,250

)

 

 

(3,408

)

 

 

(12,987

)

 

 

(5,502

)

Accrued interest on loan receivable

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5

)

Accounts payable and other liabilities

 

 

 

 

733

 

 

 

3,261

 

 

 

(5,017

)

 

 

3,470

 

Government remittances payable

 

 

 

 

739

 

 

 

-

 

 

 

739

 

 

 

-

 

Cash flows provided by (used in) operating activities

 

 

 

 

(12,638

)

 

 

2,241

 

 

 

(33,267

)

 

 

(3,013

)

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of purchase price liability

 

 

 

 

-

 

 

 

(1,291

)

 

 

-

 

 

 

(2,590

)

Investments in equity accounted investees

 

9

 

 

(201

)

 

 

-

 

 

 

(201

)

 

 

(1,076

)

Investment in ABcann Global Corporation

 

10

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,016

)

Proceeds from sale of other investments

 

10

 

 

-

 

 

 

3,383

 

 

 

967

 

 

 

5,154

 

Payment to exercise ABcann Global Corporation warrants

 

10

 

 

-

 

 

 

(2,268

)

 

 

(113

)

 

 

(2,268

)

Advances to related corporations

 

8

 

 

(2,674

)

 

 

-

 

 

 

(2,674

)

 

 

-

 

Cash assumed on acquisition of Cronos Israel

 

14

 

 

1,304

 

 

 

-

 

 

 

-

 

 

 

-

 

Purchase of property, plant and equipment

 

11

 

 

(34,229

)

 

 

(11,571

)

 

 

(71,896

)

 

 

(17,101

)

Purchase of intangible assets

 

12

 

 

(125

)

 

 

-

 

 

 

(294

)

 

 

-

 

Cash flows used in investing activities

 

 

 

 

(35,925

)

 

 

(11,747

)

 

 

(74,211

)

 

 

(18,897

)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from exercise of warrants

 

17(a)

 

 

444

 

 

 

720

 

 

 

1,856

 

 

 

1,533

 

Proceeds received for shares to be issued

 

16(b)

 

 

-

 

 

 

-

 

 

 

961

 

 

 

76

 

Proceeds from exercise of options

 

17(b)

 

 

27

 

 

 

43

 

 

 

567

 

 

 

485

 

Proceeds from share issuance

 

16(a)

 

 

-

 

 

 

15,010

 

 

 

146,032

 

 

 

32,346

 

Share issuance costs

 

 

 

 

(35

)

 

 

(29

)

 

 

(9,479

)

 

 

(1,350

)

Increase in indebtedness

 

 

 

 

-

 

 

 

869

 

 

 

-

 

 

 

869

 

Proceeds from construction loan payable

 

15

 

 

-

 

 

 

5,022

 

 

 

-

 

 

 

5,022

 

Payment of accrued interest on construction loan

 

15

 

 

-

 

 

 

-

 

 

 

(185

)

 

 

-

 

Repayment of mortgage payable

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,000

)

Cash flows provided by financing activities

 

 

 

 

436

 

 

 

21,635

 

 

 

139,752

 

 

 

34,981

 

Net change in cash

 

 

 

 

(48,127

)

 

 

12,129

 

 

 

32,274

 

 

 

13,071

 

Cash - beginning of period

 

 

 

 

89,609

 

 

 

4,406

 

 

 

9,208

 

 

 

3,464

 

Cash - end of period

 

 

 

$

41,482

 

 

$

16,535

 

 

$

41,482

 

 

$

16,535

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

 

 

$

189

 

 

$

22

 

 

$

684

 

 

$

222

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

 

 

 

4


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

1.

Nature of business

 

Cronos Group Inc. ("Cronos Group" or the "Company"), was incorporated under the Business Corporations Act (Ontario). Cronos Group is a publicly traded corporation, with its head office located at 720 King Street West, Suite 320, Toronto, Ontario, M5V 2T3. The Company's common shares are currently listed on the Toronto Stock Exchange ("TSX") and Nasdaq Global Market under the trading symbol "CRON".

 

Cronos Group is a geographically diversified and vertically integrated global cannabis company, with a presence across five continents, whose principal activities are the production and sale of cannabis in federally legal jurisdictions, including Canada and Germany. The Company operates two wholly-owned holders of licenses under the Cannabis Act (Canada) and its relevant regulations (collectively, the "Cannabis Act"), known as "License Holders". The Company's License Holders are Peace Naturals Project Inc. ("Peace Naturals"), which has production facilities near Stayner, Ontario, and Original BC Ltd. ("OGBC"), which has a production facility in Armstrong, British Columbia. Currently, Cronos Group sells dried cannabis and cannabis oils through wholesale and direct-to-consumer channels under our medical cannabis brand, PEACE NATURALSTM, and recreational cannabis brands, COVETM and SPINACHTM.

 

Cronos Group has also entered into six strategic joint ventures, including those in Colombia, Australia, and Israel, and holds minority interests in cannabis-related companies and License Holders. Two of these strategic joint ventures are considered subsidiaries for financial reporting purposes, refer to Note 2(a).

 

2.

Basis of presentation

 

 

 

 

The unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2018 and September 30, 2017, have been prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting. The accounting policies adopted in the preparation of the unaudited condensed interim consolidated financial statements are consistent with those followed in the preparation of the Company’s audited annual consolidated financial statements for the year ended December 31, 2017. The Company applied, as of January 1, 2018, International Financial Reporting Standard ("IFRS") 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments. As required by IAS 34, the nature and effect of these changes are disclosed in Note 3. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

 

 

 

 

The unaudited condensed interim consolidated financial statements do not conform in all respects to the requirements of IFRS as issued by the International Accounting Standards Board ("IASB") for annual financial statements. Accordingly, these unaudited condensed interim consolidated financial statements should be read in conjunction with the December 31, 2017 audited consolidated financial statements and notes.

 

 

 

 

These unaudited condensed interim consolidated financial statements were approved by the Board of Directors (the "Board") of Cronos Group on November 12, 2018.

 

 

 

 

(a)

Basis of consolidation

 

 

 

 

 

 

 

These unaudited condensed interim consolidated financial statements include the accounts of Cronos Group and its subsidiaries, summarized in the following chart. All intercompany transactions, balances, revenues and expenses have been eliminated upon consolidation. The Company applies the acquisition method to account for business combinations. Acquisition related costs are expensed as incurred.

 


5


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

The Company's subsidiaries consolidated in these unaudited condensed interim consolidated financial statements are as follows:

 

Subsidiaries

Jurisdiction of incorporation

Incorporation (Formation) date

Ownership interest

 

Hortican Inc.

Canada

January 17, 2013

100%

 

Peace Naturals Project Inc.

Canada

November 21, 2012

100%

 

Original BC Ltd.

Canada

March 15, 2013

100%

 

Cronos Canada Holdings Inc.

Canada

March 13, 2018

100%

 

Cronos Indigenous Holdings Inc.

Canada

March 16, 2017

100%

 

Indigenous Roots Inc.

Canada

December 14, 2016

100%

 

Indigenous Roots Limited Partnership

Canada

April 19, 2017

50%

 

Cronos Global Holdings Inc.

Canada

April 25, 2017

100%

 

Cronos Group Celtic Holdings Ltd.

Ireland

February 6, 2018

100%

 

Cronos Israel G.S. Cultivations Ltd. (i)

Israel

February 4, 2018

70%

 

Cronos Israel G.S. Manufacturing Ltd. (i)

Israel

September 4, 2018

90%

 

Cronos Israel G.S. Store Ltd. (i)

Israel

June 28, 2018

90%

 

Cronos Israel G.S. Pharmacy Ltd. (i)

Israel

February 15, 2018

90%

 

 

 

 

(i)

Cronos Israel G.S. Cultivations Ltd., Cronos Israel G.S. Manufacturing Ltd., Cronos Israel G.S. Store Ltd., and Cronos Israel G.S. Pharmacy Ltd. are collectively referred to as "Cronos Israel".

 

 

(b)

Basis of measurement

 

 

 

 

Apart from certain assets and liabilities measured at fair value as required under certain IFRSs, the unaudited condensed interim consolidated financial statements have been presented and prepared on the basis of historical cost.

 

 

 

 

(c)

Functional and presentation currency

 

 

 

 

These unaudited condensed interim consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and all of its subsidiaries, with the exception of Cronos Israel which has a functional currency of the Israeli Shekel.

 

The assets and liabilities of foreign operations are translated into Canadian dollars at period-end exchange rates. Income and expenses, and cash flows of foreign operations are translated into Canadian dollars using average exchange rates. Exchange differences resulting from translating foreign operations are recognized in other comprehensive income and accumulated in equity.

 

 

 

 

(d)

Estimates and critical judgments by management

 

The preparation of these unaudited condensed interim consolidated financial statements in conformity with IAS 34 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates are reviewed periodically and adjustments are made as appropriate in the period they become known. Items for which actual results may differ materially from these estimates are described in the following section.

 

6


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

(i)

Warrants and options

 

 

 

 

 

Warrants and options are initially valued at fair value, based on the application of the Black-Scholes option pricing model. This pricing model requires management to make various assumptions and estimates which are susceptible to uncertainty, including the volatility of the share price, expected dividend yield, expected term of the warrant or option and expected risk-free interest rate.

 

 

 

 

 

(ii)

Useful lives and impairment of long-lived assets

 

 

 

 

 

 

Long-lived assets are defined as property, plant and equipment and intangible assets with finite lives. Depreciation and amortization are dependent upon estimates of useful lives and impairment is dependent upon estimates of recoverable amounts. These are determined through the exercise of judgment, and are dependent upon estimates that take into account factors such as economic and market conditions, frequency of use, anticipated changes in laws, and technological improvements.

 

(iii)

Impairment of cash-generating units and goodwill

 

 

 

 

 

 

The impairment test for cash generating units ("CGUs") to which goodwill is allocated is based on the value in use of the CGU, determined in accordance with the expected cash flow approach. The calculation is based on assumptions used to estimate future cash flows, the cash flow growth rate and the discount rate.

 

(iv)

Income taxes

 

 

 

 

Income taxes and tax exposures recognized in these unaudited condensed interim consolidated financial statements reflect management's best estimate of the outcome based on facts known at the reporting date. When the Company anticipates a future income tax payment based on its estimates, it recognizes a liability. The difference between the expected amount and the final tax outcome has an impact on current and deferred taxes when the Company becomes aware of this difference.

 

 

 

In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences.

 

(v)

Biological assets and inventory

 

 

 

Biological assets, consisting of cannabis plants, are measured at fair value less costs to sell. At the point of harvest, the biological assets are transferred to inventory at fair value less costs to sell. As a result, critical estimates related to the valuation of biological assets are also applicable to inventory.

 

 

 

Determining the fair value less costs to sell requires the Company to make assumptions about the expected harvest yield from the cannabis plants, the value associated with each stage of the plants' growth cycle, estimated selling price, processing costs to convert harvested cannabis into finished goods, selling costs, and the equivalency factor to convert dry cannabis into cannabis oil. The Company's estimates are, by their nature, subject to change. Refer to Note 6.

 

7


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

3.

Adoption of new accounting pronouncements

 

(a)

Amendments to IFRS 2 Share-based payments

 

The amendments to IFRS 2 clarify how to account for certain types of share-based payment transactions. The amendments provide requirements on the accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, share-based payment transactions with a net settlement feature for withholding tax obligations, and a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The effective date of these amendments was January 1, 2018. The Company has adopted these amendments as of the effective date and has assessed no significant changes as a result of the adoption of these amendments.

 

(b)

IFRS 15 Revenue from contracts with customers

 

IFRS 15 was issued by the IASB in May 2014 and specifies how and when revenue should be recognized based on a five-step model, which is applied to all contracts with customers. IFRS 15 became effective for annual periods beginning on or after January 1, 2018 with early adoption permitted. The Company has adopted this new standard as of its effective date using the full retrospective method of adoption, and has assessed no significant changes as a result of the adoption of this new standard.

 

Under IFRS 15, the revenue recognition model has changed from one based on the transfer of risks and rewards of ownership to the transfer of control. The Company’s contracts with customers for the sales of dried cannabis and cannabis oil include one performance obligation, a promise in a contract with a customer to transfer a good or service. As the transfer of risks and rewards generally coincides with the transfer of control at a point in time, upon shipment or delivery, depending on the contract, the timing and amount of revenue considering discounts, rebates, and variable consideration, recognized from this principal revenue stream has not changed as a result of the adoption of this new standard.

 

The following is the Company's revenue recognition policy in accordance with IFRS 15:

 

(i)

Revenue recognition

 

 

Revenue is recognized at the transaction price, which is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. The Company's contracts with customers for the sales of dried cannabis and cannabis oil include one performance obligation. The Company has concluded that revenue from the sale of these products should be recognized at the point in time when control of the assets is transferred to the customer, which is on shipment or delivery, depending on the contract. For consumer sales, payment is due prior to transfer of control. For non-consumer sales, payment is due 60 days after transfer of control. For international sales, fixed consideration is due 30 days and variable consideration due maximum 120 days after transfer of control.

 

(c)

IFRS 9 Financial instruments

 

IFRS 9 addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only three categories: amortized cost, fair value through other comprehensive income, and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. The effective date of this standard was January 1, 2018. The Company has adopted this new standard as of its effective date on a retrospective basis with the exception of financial assets that were derecognized at the date of initial application, January 1, 2018. The 2017 comparatives were not restated. As a result of the new classification model and measurement requirements under IFRS 9, the Company has elected to classify the available-for-sale equity investments as fair value through other comprehensive income investments as they are not held for trading by the Company. Under this classification, there is no recycling of gains or losses from accumulated other comprehensive income to profit or loss. Due to the adoption of IFRS 9, during the nine months ended September 30, 2018, a net gain of approximately $294 on the disposal of investments classified as fair value through other comprehensive income was recorded in other comprehensive income rather than profit or loss during the period. The new classification and measurement of the Company's financial assets are as follows:

 

8


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

(i)

Equity instruments at fair value through other comprehensive income ("FVOCI")

 

 

This category only includes equity instruments, which the Company intends to hold for the foreseeable future and which the Company has irrevocably elected to so classify upon initial recognition or transition. The Company classified its quoted and unquoted equity instruments as equity instruments at FVOCI. Equity instruments in this category are subsequently measured at fair value with changes recognized in other comprehensive income, with no recycling of gains or losses to profit or loss upon derecognition. Dividend income is recognized in earnings. Equity instruments at FVOCI are not subject to an impairment assessment under IFRS 9.

 

(ii)

Amortized cost

 

 

This category includes financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the solely principal and interest ("SPPI") criterion. Financial assets classified in this category are measured at amortized cost using the effective interest method.

 

(iii)

Fair value through profit or loss

 

 

This category includes derivative instruments as well as quoted equity instruments which the Company has not irrevocably elected, at initial recognition or transition, to classify at FVOCI. This category would also include debt instruments whose cash flow characteristics fail the SPPI criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets in this category are recorded at fair value with changes recognized in profit or loss.

 

The assessment of the Company's business models was made as of the date of initial application, January 1, 2018, and then applied retrospectively to those financial assets that were not derecognized before January 1, 2018.

 

 

 

IAS 39

 

IFRS 9

Financial assets

 

 

 

 

Cash

 

Fair value through profit or loss

Fair value through profit or loss

Accounts receivable

 

Amortized cost

 

Amortized cost

Other receivables

 

Amortized cost

 

Amortized cost

Loan receivable

 

Amortized cost

 

Amortized cost

Advances to related corporations

 

Amortized cost

 

Amortized cost

Other investments

 

Available-for-sale

 

FVOCI

Financial liabilities

 

 

 

 

Accounts payable and other liabilities

 

Amortized cost

 

Amortized cost

Construction loan payable

 

Amortized cost

 

Amortized cost

 

(iv)

Impairment of financial assets

 

 

The adoption of IFRS 9 has fundamentally changed the Company's accounting of impairment losses for financial assets by replacing IAS 39's incurred loss approach with a forward-looking expected credit loss ("ECL") approach. IFRS 9 requires the Company to record an allowance for ECLs for all debt financial assets not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive. The shortfall is then discounted at a rate approximating the asset's original effective interest rate.

 

9


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

4.

New and revised standards and interpretations issued but not yet effective

 

 

(a)

IFRS 16 Leases

 

IFRS 16 was issued in January 2016 and replaces the previous guidance on leases. This standard provides a single recognition and measurement model to be applied by lessees to leases, with required recognition of assets and liabilities for most leases. This standard is effective for annual periods beginning on or after January 1, 2019. The Company will adopt this new standard as of its effective date. The Company is currently evaluating the impact of the adoption of this new standard on its unaudited condensed interim consolidated financial statements.

 

 

(b)

IFRIC 23 Uncertainty over income tax treatments

 

IFRIC 23 clarifies the application of recognition and measurement requirements in IAS 12, Income Taxes, when there is uncertainty over income tax treatments. It specifically addresses whether an entity considers each tax treatment independently or collectively, the assumptions an entity makes about the examination of tax treatments by taxation authorities, how an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, and how an entity considers changes in facts and circumstances. IFRIC 23 will be effective for the Company’s fiscal year beginning on January 1, 2019. The Company will adopt this interpretation as of its effective date. The Company is currently assessing the impact of the adoption of this standard on its unaudited condensed interim consolidated financial statements.

 

 

5.

Accounting Changes

 

 

 

 

 

 

 

 

(a)

Change in estimate

 

The Company revised its estimate of the useful life of the Health Canada Licenses, described in Note 12. Previously, the Company estimated that the licenses had an indefinite life. During the three months ended March 31, 2018, the Company revised its estimate, and assessed that the licenses have an estimated useful life equal to the remaining useful life of the corresponding facilities.

 

 

 

 

 

 

 

 

 

The change in estimate was accounted for prospectively.

 

(b)

Change in accounting policy

 

During the three months ended June 30, 2018, the Company made a voluntary change in accounting policy to capitalize the direct and indirect costs attributable to the biological asset transformation. The previous accounting policy was to expense these costs as period costs. The new accounting policy is as follows:

 

(i)

Biological assets

 

 

The Company measures biological assets consisting of cannabis plants at fair value less costs to sell up to the point of harvest. Production costs related to the transformation of biological assets to the point of harvest are capitalized, which become the cost basis of the biological assets. While the Company's biological assets are within the scope of IAS 41 Agriculture, the Company applies a similar approach to IAS 2 Inventories in capitalizing direct and indirect costs of biological assets. These costs include direct costs such as nutrients, soil, and seeds, as well as other indirect costs such as utilities, an allocation of indirect labour, property taxes, and depreciation of equipment used in the growing process. The biological assets are then revalued to fair value less costs to sell at the end of the period. Agricultural produce consisting of cannabis is measured at fair value less costs to sell at the point of harvest, which becomes the basis for the cost of inventory after harvest. Gains or losses arising from changes in fair value less costs to sell, excluding capitalized production costs, are included under fair value adjustments within the statement of operations. Upon harvest, capitalized production costs are transferred to inventory and are included in cost of sales when the inventory is sold.

 


10


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

The new accounting policy provides more reliable and relevant information to users as the gross profit before fair value adjustments only considers the costs incurred on inventory sold during the year, and excludes costs incurred on the biological transformation until the related harvest is sold. The following demonstrates the change for each prior period presented. There is no impact of this policy change on gross profit, net income (loss), basic and diluted earnings per share, the statement of financial position, or the statement of changes in equity on the current or any prior period, upon retrospective application.

 

 

Three Months Ended

September 30, 2018

 

 

Three Months Ended

September 30, 2017

 

 

Original

accounting

policy

 

 

New

accounting

policy

 

 

Original

accounting

policy

 

 

New

accounting

policy

 

Statement of Operations and Comprehensive Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales before fair value adjustments

$

658

 

 

$

1,688

 

 

$

214

 

 

$

464

 

Production costs

 

1,276

 

 

 

-

 

 

 

531

 

 

 

-

 

Total cost of sales

 

1,934

 

 

 

1,688

 

 

 

745

 

 

 

464

 

Gross profit before fair value adjustments

 

1,826

 

 

 

2,072

 

 

 

569

 

 

 

850

 

Fair value adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized change in fair value of biological assets

 

(2,809

)

 

 

(1,533

)

 

 

(3,009

)

 

 

(2,478

)

Realized fair value adjustments on inventory sold in the period

 

2,541

 

 

 

1,511

 

 

 

1,574

 

 

 

1,324

 

Total fair value adjustments

 

(268

)

 

 

(22

)

 

 

(1,435

)

 

 

(1,154

)

Gross profit

$

2,094

 

 

$

2,094

 

 

$

2,004

 

 

$

2,004

 

 

 

Nine Months Ended

September 30, 2018

 

 

Nine Months Ended

September 30, 2017

 

 

Original

accounting

policy

 

 

New

accounting

policy

 

 

Original

accounting

policy

 

 

New

accounting

policy

 

Statement of Operations and Comprehensive Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales before fair value adjustments

$

1,438

 

 

$

4,509

 

 

$

339

 

 

$

877

 

Production costs

 

4,986

 

 

 

-

 

 

 

940

 

 

 

-

 

Total cost of sales

 

6,424

 

 

 

4,509

 

 

 

1,279

 

 

 

877

 

Gross profit before fair value adjustments

 

3,675

 

 

 

5,590

 

 

 

1,192

 

 

 

1,594

 

Fair value adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized change in fair value of biological assets

 

(16,094

)

 

 

(11,108

)

 

 

(6,119

)

 

 

(5,179

)

Realized fair value adjustments on inventory sold in the period

 

9,401

 

 

 

6,330

 

 

 

3,150

 

 

 

2,612

 

Total fair value adjustments

 

(6,693

)

 

 

(4,778

)

 

 

(2,969

)

 

 

(2,567

)

Gross profit

$

10,368

 

 

$

10,368

 

 

$

4,161

 

 

$

4,161

 

 

11


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

 

Three Months Ended

September 30, 2018

 

 

Three Months Ended

September 30, 2017

 

 

Original

accounting

policy

 

 

New

accounting

policy

 

 

Original

accounting

policy

 

 

New

accounting

policy

 

Statement of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items not affecting cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized change in fair value of biological assets

$

(2,809

)

 

$

(1,533

)

 

$

(3,009

)

 

$

(2,478

)

Realized fair value adjustments on inventory sold in the period

 

2,541

 

 

 

1,511

 

 

 

1,574

 

 

 

1,324

 

Net changes in non-cash working capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in biological assets

 

4,076

 

 

 

2,800

 

 

 

2,983

 

 

 

2,452

 

Increase in inventory

 

(5,280

)

 

 

(4,250

)

 

 

(3,658

)

 

 

(3,408

)

Net effect on cash flows used in operating activities

$

(1,472

)

 

$

(1,472

)

 

$

(2,110

)

 

$

(2,110

)

 

 

Nine Months Ended

September 30, 2018

 

 

Nine Months Ended

September 30, 2017

 

 

Original

accounting

policy

 

 

New

accounting

policy

 

 

Original

accounting

policy

 

 

New

accounting

policy

 

Statement of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items not affecting cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized change in fair value of biological assets

$

(16,094

)

 

$

(11,108

)

 

$

(6,119

)

 

$

(5,179

)

Realized fair value adjustments on inventory sold in the period

 

9,401

 

 

 

6,330

 

 

 

3,150

 

 

 

2,612

 

Net changes in non-cash working capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in biological assets

 

14,184

 

 

 

9,198

 

 

 

5,102

 

 

 

4,162

 

Increase in inventory

 

(16,058

)

 

 

(12,987

)

 

 

(6,040

)

 

 

(5,502

)

Net effect on cash flows used in operating activities

$

(8,567

)

 

$

(8,567

)

 

$

(3,907

)

 

$

(3,907

)

 

6.

Biological assets and inventory

 

The Company's biological assets consist of cannabis plants. The changes in the carrying amount of the biological assets are as follows:

 

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

 

2018

(Note 5)

 

 

2017

(Note 5)

 

 

2018

(Note 5)

 

 

2017

(Note 5)

 

Biological assets - beginning of period

 

$

6,899

 

 

$

2,785

 

 

$

3,722

 

 

$

1,795

 

Capitalization of production costs

 

 

1,276

 

 

 

531

 

 

 

4,986

 

 

 

940

 

Unrealized change in fair value of biological assets

 

 

1,533

 

 

 

2,478

 

 

 

11,108

 

 

 

5,179

 

Transferred to inventory upon harvest

 

 

(4,076

)

 

 

(2,983

)

 

 

(14,184

)

 

 

(5,103

)

Biological assets - end of period

 

$

5,632

 

 

$

2,811

 

 

$

5,632

 

 

$

2,811

 

 

 

As of September 30, 2018, it is expected that the Company's biological assets will ultimately yield approximately 3,319 kg of cannabis (December 31, 2017 - 1,695 kg). As at September 30, 2018, the Company has 24,961 plants (December 31, 2017 - 7,353 plants) that are biological assets.

 

 


12


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

The direct and indirect costs related to biological assets and inventory are allocated as follows:

 

Nature of cost

Allocation basis (i)

Consumables (insect control, fertilizers, soil)

100% allocated to production costs as these costs are incurred to support plant growth

Labour costs (including salaries and benefits)

Allocated based on job descriptions of various personnel of which 26% are allocated to processing costs, 42% are allocated to production costs, and 32% are allocated to operating expenses, on a weighted average basis

Supplies and small tools

Allocated based on job descriptions of various personnel of which 20% are allocated to processing costs and 80% are allocated to production costs

Utilities

Allocated based on estimates of usage of which 10% are allocated to processing costs and 90% are allocated to production costs

Property taxes, amortization, security

Allocated based on estimates of square footage of which 20% are allocated to processing costs, 50% are allocated to production costs, and 30% are allocated to operating expenses

Packaging costs

100% are allocated to processing costs

 

 

(i)

Processing costs are capitalized to inventory and then recognized in cost of sales when the inventory is sold. Production costs are capitalized to biological assets as a cost directly attributable to growing the plants. Refer to Note 5(b)(i).

 

Production costs related to the transformation of biological assets to the point of harvest are capitalized, which become the cost basis of the biological assets. These costs include direct costs such as nutrients, soil, and seeds, as well as other indirect costs such as utilities, an allocation of indirect labour, property taxes, and depreciation of equipment used in the growing process. The biological assets are then revalued to fair value less costs to sell at the end of the period. Agricultural produce consisting of cannabis is measured at fair value less costs to sell at the point of harvest, which becomes the basis for the cost of inventory after harvest. Gains or losses arising from changes in fair value less costs to sell, excluding capitalized production costs, are included under fair value adjustments within the statement of operations. Upon harvest, capitalized production costs are transferred to inventory and are included in cost of sales when the inventory is sold.

 

The Company measures its biological assets at fair value less costs to sell. This valuation is based on the expected harvest yield (in grams) for plants currently being cultivated, adjusted for expected selling price less post-harvest costs attributable to bringing a harvested gram of cannabis to a saleable condition and ultimate sale (on a per gram basis). The Company accretes fair value of each cannabis plant on a straight line basis over the expected growing cycle. As at September 30, 2018, the plants were on average 5 weeks (December 31, 2017 - 7 weeks) into the growing cycle (31% complete, December 31, 2017 - 44%) and were ascribed approximately 31% (December 31, 2017 - 44%) of their expected fair value at harvest date.

 

The Company has made the following significant estimates in this valuation model:

Selling price - estimated selling price per gram of dry cannabis based on historical sales and anticipated prices

Harvest yield per plant - represents the expected grams of dry cannabis to be harvested from a cannabis plant, based on the weighted average historical yields by plant strain

Stage of growth - represents the weighted average plants' age (in weeks) out of the 16 week growing cycle as of the period end date

Processing costs - represents estimated post-harvest costs per gram to bring a gram of harvested cannabis to its saleable condition, including drying, curing, testing and packaging, and overhead allocation, estimated based on post-harvest costs incurred during the period divided by number of grams processed during the period

Selling costs - represents estimated shipping, order fulfillment, and labelling costs per gram, calculated by dividing selling costs incurred during the period by number of grams sold during the period

Equivalency factor - represents the estimated grams of dry cannabis required to produce one millilitre of cannabis oil, estimated based on historical results

 

The following table quantifies each of the significant unobservable inputs above and provides a sensitivity analysis of the impact on fair value of biological assets. Sensitivity analysis for each significant input is performed by assuming a 5% decrease of the input while other significant inputs remain constant at the management estimates as of the period end date.

13


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

 

 

 

 

 

 

 

5% Decrease as at

September 30, 2018

 

 

 

 

 

 

5% Decrease as at

December 31, 2017

 

 

 

As at

September 30,

2018

 

 

Biological assets

 

 

Inventory

 

 

As at

December 31,

2017

 

 

Biological assets

 

 

Inventory

 

Selling price per gram

$

7.00

 

 

$

(357

)

 

$

(697

)

 

$

8.50

 

 

$

227

 

 

$

443

 

Harvest yield per plant

133 grams

 

 

 

(277

)

 

 

-

 

 

182 grams

 

 

 

181

 

 

 

-

 

Stage of growth

5 weeks

 

 

 

(277

)

 

 

-

 

 

7 weeks

 

 

 

181

 

 

 

-

 

Processing costs per gram

$

1.13

 

 

 

56

 

 

 

17

 

 

$

0.82

 

 

 

22

 

 

 

9

 

Selling costs per gram

$

0.47

 

 

 

24

 

 

 

47

 

 

$

0.97

 

 

 

227

 

 

 

443

 

Equivalency factor

0.25 grams

 

 

 

(9

)

 

 

(61

)

 

0.30 grams

 

 

 

(1

)

 

 

(17

)

 

 

These inputs are level 3 on the fair value hierarchy, and are subject to volatility and several uncontrollable factors, which could significantly affect the fair value of biological assets in future periods.

 

 

Inventory as at September 30, 2018 consisted of the following:

 

 

As at

September 30,

2018

 

 

As at

December 31,

2017

 

Dry cannabis

 

 

 

 

 

 

 

Finished goods

$

11,137

 

 

$

6,145

 

Work-in-process

 

1,915

 

 

 

1,630

 

 

 

13,052

 

 

 

7,775

 

 

 

 

 

 

 

 

 

Cannabis oils

 

 

 

 

 

 

 

Finished goods

 

589

 

 

 

332

 

Work-in-process

 

591

 

 

 

-

 

 

 

1,180

 

 

 

332

 

 

 

 

 

 

 

 

 

Raw materials

 

171

 

 

 

183

 

Supplies and consumables

 

670

 

 

 

126

 

 

$

15,073

 

 

$

8,416

 

 

As at September 30, 2018, the Company held 1,702 kg of dry cannabis and 294 L of cannabis oil as finished goods (December 31, 2017 - 815 kg and 137 L, respectively). In addition, the Company held 342 kg (December 31, 2017 - 243 kg) of harvested cannabis in the processing stage, and 314 L (December 31, 2017 - nil) of harvested cannabis in the oil extraction processing stage, classified as work-in-process as at September 30, 2018. Finally, 0.267 kg of seeds were held by the Company as raw materials (December 31, 2017 - 0.288 kg).

 

 

 

 

 

 

 

 

 

 

 

 

 

The amount of cost of sales before fair value adjustments during the period is as follows:

 

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

 

2018

(Note 5)

 

 

2017

(Note 5)

 

 

2018

(Note 5)

 

 

2017

(Note 5)

 

Cost of sales

$

3,199

 

 

$

1,788

 

 

$

10,839

 

 

$

3,489

 

Realized fair value adjustments on inventory sold in the period (i)

 

 

(1,511

)

 

 

(1,324

)

 

 

(6,330

)

 

 

(2,612

)

Cost of sales before fair value adjustments (ii)

 

$

1,688

 

 

$

464

 

 

$

4,509

 

 

$

877

 

 

(i)

This figure is included in the statement of operations as a fair value adjustment.

(ii)

This figure is recorded in the statement of operations as cost of sales before fair value adjustments.

 

14


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

7.

Loan receivable

 

 

 

As at

September 30,

2018

 

 

As at

December 31,

2017

 

Loan receivable from Evergreen Medicinal Supply Inc. ("Evergreen") (i)

$

265

 

 

$

265

 

Add: Accrued interest

 

49

 

 

 

49

 

Loan receivable

$

314

 

 

$

314

 

 

(i)

The loan is due on demand. The loan accrued interest at 8% per year, up to March 31, 2017, calculated and payable annually in arrears.

 

 

 

 

 

 

8.

Advances to related corporations

 

 

 

 

 

 

 

 

 

 

 

As at

September 30,

2018

 

 

As at

December 31,

2017

 

Cronos Australia PTY Ltd. (i)

$

896

 

 

$

-

 

Cronos Growing Company Inc. (ii)

 

11

 

 

 

-

 

MedMen Canada Inc. (ii)

 

1,767

 

 

 

-

 

 

$

2,674

 

 

$

-

 

 

(i)

The loan bears interest at a rate of 12% per annum, calculated and compounded daily, in arrears, on the amounts advanced from the date of each advance. The loan is due on December 1, 2020. If the loan is overdue, the outstanding amount bears interest at an additional 2% per annum. Refer to Note 9(b)(iii).

 

 

 

 

 

 

(ii)

Advances are unsecured, non-interest bearing, and there are no terms of repayment. Refer to Note 9(b)(i) and (ii).

 

 

 

9.

Investments in equity accounted investees

 

(a)

Investment in associate

 

As at September 30, 2018, the investment represents an approximate 19.0% (December 31, 2017 - 20.3%) ownership in Whistler Medical Marijuana Corporation ("Whistler"), incorporated in British Columbia, Canada. Whistler is a holder of a license to sell medical cannabis with operations in British Columbia, Canada.

 

A reconciliation of the carrying amount of the investment in associate is as follows:

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Balance - beginning of period

$

3,851

 

 

$

4,058

 

 

$

3,807

 

 

$

2,566

 

Purchase of additional shares

 

-

 

 

 

-

 

 

 

-

 

 

 

1,076

 

Company's share of income (loss)

 

20

 

 

 

(53

)

 

 

64

 

 

 

363

 

Balance - end of period

$

3,871

 

 

$

4,005

 

 

$

3,871

 

 

$

4,005

 

 


15


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

(b)

Investments in joint ventures

 

A reconciliation of the carrying amount of the investments is as follows:

 

 

 

 

 

Ownership percentage

 

 

As at

January 1,

2018

 

 

Capital contributions

 

 

As at

September 30,

2018

 

MedMen Canada Inc. ("MedMen Canada") (i)

 

50%

 

 

$

-

 

 

$

101

 

 

$

101

 

Cronos Growing Company Inc. ("Cronos GrowCo") (ii)

 

50%

 

 

 

-

 

 

 

100

 

 

 

100

 

Cronos Australia PTY Ltd. ("Cronos Australia") (iii)

 

50%

 

 

 

-

 

 

 

-

 

 

 

-

 

Total investment in joint ventures

 

 

 

 

 

$

-

 

 

$

201

 

 

$

201

 

 

The Company did not hold interests in joint ventures as at September 30, 2017.

 

 

 

 

 

 

 

 

 

 

 

(i)

MedMen Canada was incorporated under the Canada Business Corporations Act ("CBCA") on March 13, 2018, with the objective of distribution, sale, and marketing of cannabis products in Canada. MedMen Canada holds the exclusive license to the MedMen brand in Canada for a minimum term of 20 years.

 

 

 

 

 

 

 

 

 

 

 

(ii)

Cronos GrowCo was incorporated under the CBCA on June 14, 2018, with the objective to build a cannabis production greenhouse, apply for cannabis licenses under the Cannabis Act, and grow, cultivate, extract, produce, sell, and distribute cannabis in accordance with such licenses.

 

 

 

 

 

 

 

 

 

 

 

(iii)

Cronos Australia was incorporated under the Corporations Act 2001 (Australia) on December 6, 2016 with a nominal capital contribution. Cronos Group has committed to provide 50% of the capital expenditure and operating expense funding requirements, approximately $7,200 and $3,800 respectively. The timing of these funding obligations has not been determined as of September 30, 2018.

 

10.

Other investments

 

Other investments consist of investments in common shares and warrants of several companies in the cannabis industry. These investments, with the exception of shares of Evergreen and warrants of ABcann Global Corporation (now known as "VIVO Cannabis Inc.") ("ABcann"), were traded in an active market as of the relevant period end date and, as a result, had a reliably measurable fair value as of such period end dates.

 

 

As at

September 30,

2018

 

 

As at

December 31,

2017

 

Fair value through other comprehensive income investments

 

 

 

 

 

 

 

Canopy Growth Corporation ("Canopy") (i)

$

694

 

 

$

877

 

Evergreen (ii)

 

300

 

 

 

300

 

 

$

994

 

 

$

1,177

 

 

 

 

 

 

 

 

 

Fair value through profit or loss investment

 

 

 

 

 

 

 

ABcann - share warrants (iii and v)

 

-

 

 

 

170

 

 

$

994

 

 

$

1,347

 

16


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

 

The gains (losses) recognized upon the increase (decrease) in the fair value of other investments were as follows:

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Gain (loss) recognized in net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canopy (i)

$

-

 

 

$

-

 

 

$

-

 

 

$

36

 

ABcann - shares (iii)

 

-

 

 

 

1,051

 

 

 

-

 

 

 

2,089

 

ABcann - share warrants (iii and v)

 

-

 

 

 

(286

)

 

 

221

 

 

 

(89

)

The Hydropothecary Corporation ("Hydropothecary") (iv)

 

-

 

 

 

363

 

 

 

-

 

 

 

363

 

 

$

-

 

 

$

1,128

 

 

$

221

 

 

$

2,399

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Gain (loss) recognized in other comprehensive income before taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hydropothecary (iv)

$

-

 

 

$

(115

)

 

$

-

 

 

$

199

 

Canopy (i)

 

269

 

 

 

81

 

 

 

504

 

 

 

46

 

ABcann - shares (iii)

 

-

 

 

 

32

 

 

 

(224

)

 

 

447

 

 

$

269

 

 

$

(2

)

 

$

280

 

 

$

692

 

 

(i)

During the nine months ended September 30, 2018, the Company sold some of its shares of Canopy for proceeds of $687 (September 30, 2017 - $88).

 

 

 

 

 

 

 

 

 

 

 

(ii)

On March 16, 2017, Evergreen received a cultivation license under the Cannabis Act. As a result, the Company completed its subscription for a second tranche of shares of Evergreen for $100 and exercised its option to acquire an additional 5% of the equity of Evergreen for $500, for a total additional investment of $600. However, Evergreen, through its counsel, has indicated that the Company is not entitled to any interest in Evergreen and has rejected the payment. The Company filed a statement of claim in the Supreme Court of British Columbia and Evergreen has filed a statement of defence. The Company intends to vigorously pursue the enforcement of its rights to acquire equity in Evergreen.

 

 

 

 

 

 

 

 

 

 

 

(iii)

During the nine months ended September 30, 2018, the Company exercised 182,927 share warrants for aggregate consideration of $113, for additional shares of ABcann. Prior to the exercise, the share warrants were revalued to fair value using the Black-Scholes option pricing model. Subsequently, the Company sold all of its shares of ABcann for proceeds of $280.

 

 

 

 

 

 

 

 

 

 

 

 

During the nine months ended September 30, 2017, ABcann completed a reverse takeover with Panda Capital Inc. As a result of this transaction, ABcann began trading on the TSX. The Company subscribed for additional shares of ABcann of $1,016 and sold certain shares of ABcann for proceeds of $4,523 during the nine months ended September 30, 2017.

 

 

 

 

 

 

 

 

 

 

 

(iv)

During the nine months ended September 30, 2017, BFK Capital Corp. acquired all of the outstanding shares of Hydropothecary (currently operating as HEXO Corp. and trading as TSX: HEXO), and began trading as Hydropothecary. As a result of this transaction, Hydropothecary executed a 6:1 stock split.

 

 

 

 

 

 

 

 

 

 

 

 

During the nine months ended September 30, 2017, the Company sold certain shares of Hydropothecary for proceeds of $543. The cumulative gain previously recognized as other comprehensive income on these shares was reclassified to income during the period. The remaining shares were revalued at September 30, 2017 based on the fair market value, with the gain recognized as other comprehensive income.

 

 

 

 

 

 

 

 

 

 

 

(v)

As at December 31, 2017, the fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: risk free rate: 1.66%; volatility: 65%; share price: $1.53 per share; expected life: 0.76 years; and dividend yield: Nil%.

 

17


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

11.

Property, plant and equipment

 

 

Cost

As at

January 1, 2018

 

 

Additions

 

 

As at

September 30, 2018

 

Land

$

1,558

 

 

$

19

 

 

$

1,577

 

Building structures

 

11,518

 

 

 

7,346

 

 

 

18,864

 

Furniture and equipment

 

134

 

 

 

318

 

 

 

452

 

Computer equipment

 

148

 

 

 

150

 

 

 

298

 

Security equipment

 

886

 

 

 

87

 

 

 

973

 

Production equipment

 

2,481

 

 

 

386

 

 

 

2,867

 

Road

 

137

 

 

 

-

 

 

 

137

 

Leasehold improvements

 

1,497

 

 

 

87

 

 

 

1,584

 

Equipment under finance lease

 

-

 

 

 

217

 

 

 

217

 

Construction in progress

 

39,337

 

 

 

64,045

 

 

 

103,382

 

 

$

57,696

 

 

$

72,655

 

 

$

130,351

 

 

During the nine months ended September 30, 2018, there were non-cash additions from the capitalization of transaction costs and accrued interest on construction in progress and building structures amounting to $542 (September 30, 2017 - $Nil), refer to Note 15. As at September 30, 2018 the net carrying amount of property, plant, and equipment includes equipment held under finance lease with a net carrying amount of $178 (December 31, 2017 - $Nil).

 

 

Accumulated depreciation

As at

January 1, 2018

 

 

Additions

 

 

As at

September 30, 2018

 

Building structures

$

433

 

 

$

504

 

 

$

937

 

Furniture and equipment

 

43

 

 

 

50

 

 

 

93

 

Computer equipment

 

75

 

 

 

44

 

 

 

119

 

Security equipment

 

196

 

 

 

139

 

 

 

335

 

Production equipment

 

431

 

 

 

322

 

 

 

753

 

Road

 

10

 

 

 

5

 

 

 

15

 

Leasehold improvements

 

336

 

 

 

129

 

 

 

465

 

Equipment under finance lease

 

-

 

 

 

39

 

 

 

39

 

 

 

1,524

 

 

 

1,232

 

 

 

2,756

 

Net book value

$

56,172

 

 

 

 

 

 

$

127,595

 

 

During the nine months ended September 30, 2018, $134 (September 30, 2017 - $Nil) of depreciation expense was recorded as part of cost of sales. An additional $182 and $506 of depreciation expense remained capitalized in biological assets and inventory, respectively, as at September 30, 2018 (December 31, 2017 - $Nil).

 

 

Cost

As at

January 1, 2017

 

 

Additions

 

 

As at

September 30, 2017

 

Land

$

1,558

 

 

$

-

 

 

$

1,558

 

Building structures

 

2,761

 

 

 

3,197

 

 

 

5,958

 

Furniture and equipment

 

63

 

 

 

65

 

 

 

128

 

Computer equipment

 

88

 

 

 

20

 

 

 

108

 

Security equipment

 

474

 

 

 

189

 

 

 

663

 

Production equipment

 

2,106

 

 

 

911

 

 

 

3,017

 

Road

 

137

 

 

 

-

 

 

 

137

 

Leasehold improvements

 

1,429

 

 

 

-

 

 

 

1,429

 

Construction in progress

 

6,034

 

 

 

12,719

 

 

 

18,753

 

 

$

14,650

 

 

$

17,101

 

 

$

31,751

 

18


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

 

Accumulated depreciation

As at

January 1, 2017

 

 

Additions

 

 

As at

September 30, 2017

 

Building structures

$

120

 

 

$

164

 

 

$

284

 

Furniture and equipment

 

18

 

 

 

18

 

 

 

36

 

Computer equipment

 

36

 

 

 

26

 

 

 

62

 

Security equipment

 

60

 

 

 

86

 

 

 

146

 

Production equipment

 

103

 

 

 

274

 

 

 

377

 

Road

 

5

 

 

 

4

 

 

 

9

 

Leasehold improvements

 

186

 

 

 

112

 

 

 

298

 

 

 

528

 

 

 

684

 

 

 

1,212

 

Net book value

$

14,122

 

 

 

 

 

 

$

30,539

 

 

12.

Intangible assets

 

 

Cost

As at

January 1, 2018

 

 

Additions

 

 

As at

September 30, 2018

 

Software

$

-

 

 

$

294

 

 

$

294

 

Health Canada Licenses - OGBC

 

1,611

 

 

 

-

 

 

 

1,611

 

Health Canada Licenses - Peace Naturals

 

9,596

 

 

 

-

 

 

 

9,596

 

Israeli Code - Cronos Israel G.S. Cultivations Ltd.

 

-

 

 

 

155

 

 

 

155

 

Israeli Code - Cronos Israel G.S. Manufacturing Ltd.

 

 

-

 

 

 

217

 

 

 

217

 

 

$

11,207

 

 

$

666

 

 

$

11,873

 

 

Accumulated amortization

As at

January 1, 2018

 

 

Additions

 

 

As at

September 30, 2018

 

Software

$

-

 

 

$

52

 

 

$

52

 

Health Canada Licenses - OGBC

 

-

 

 

 

76

 

 

 

76

 

Health Canada Licenses - Peace Naturals

 

-

 

 

 

400

 

 

 

400

 

 

 

-

 

 

 

528

 

 

 

528

 

Net book value

$

11,207

 

 

 

 

 

 

$

11,345

 

 

Cost

As at

January 1, 2017

 

 

Additions

 

 

As at

September 30, 2017

 

Health Canada Licenses - OGBC

$

1,611

 

 

$

-

 

 

$

1,611

 

Health Canada Licenses - Peace Naturals

 

9,596

 

 

 

-

 

 

 

9,596

 

Net book value

$

11,207

 

 

$

-

 

 

$

11,207

 

 

 13.

Goodwill

 

 

 

As at

January 1, 2018

 

 

Additions

 

 

As at

September 30, 2018

 

OGBC

$

392

 

 

$

-

 

 

$

392

 

Peace Naturals

 

1,400

 

 

 

-

 

 

 

1,400

 

 

$

1,792

 

 

$

-

 

 

$

1,792

 

19


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

 

 

As at

January 1, 2017

 

 

Additions

 

 

As at

September 30, 2017

 

OGBC

$

392

 

 

$

-

 

 

$

392

 

Peace Naturals

 

1,400

 

 

 

-

 

 

 

1,400

 

 

$

1,792

 

 

$

-

 

 

$

1,792

 

 

14.

Subsidiaries with non-controlling interests

 

 

 

 

 

During the three months ended March 31, 2018, the Company announced a strategic joint venture in Israel, consisting of four legal entities, with the Israeli agricultural collective settlement Kibbutz Gan Shmuel ("Gan Shmuel"), for the production, manufacture and distribution of medical cannabis. During the three months ended March 31, 2018, Gan Shmuel provided the Company a promissory note for monies advanced from the Company up to the sum of 2,700 Israeli Shekels ("ILS") ($969).

 

 

 

 

 

During the three months ended September 30, 2018, the Company subscribed for its equity interest in all four of the Israeli entities comprising Cronos Israel, accounted for as asset acquisitions as the Israeli entities did not meet the definition of a business at the respective dates Cronos acquired control. The results of the Israeli entities have been consolidated in these unaudited condensed interim consolidated financial statements as at September 30, 2018, as this transaction provided Cronos with control over these entities. As a result of this consolidation, 3,600 ILS ($1,304) advanced to Cronos Israel during the six months ended June 30, 2018 was deemed as cash assumed on acquisition of Cronos Israel during the three months ended September 30, 2018.

 

 

 

 

 

As at September 30, 2018, financial information of material subsidiaries with non-controlling interests are as follows:

 

 

Cronos Israel G.S. Cultivations Ltd.

 

 

Cronos Israel G.S. Manufacturing Ltd.

 

Current assets

$

1,769

 

 

$

12

 

Non-current assets

 

1,087

 

 

 

2,135

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

2,520

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

336

 

 

 

2,147

 

Attributable to:

 

 

 

 

 

 

 

Cronos Group

 

235

 

 

 

1,937

 

Non-controlling interests

 

101

 

 

 

210

 

 

The above information represents amounts before intercompany eliminations.

 

15.

Construction loan payable

 

 

 

As at

September 30,

2018

 

 

As at

December 31,

2017

 

First advance

$

6,304

 

 

$

6,304

 

Less: transaction costs (net of amortization)

 

(641

)

 

 

(1,122

)

Add: accrued interest

 

61

 

 

 

185

 

 

$

5,724

 

 

$

5,367

 

 

20


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

On August 23, 2017, Peace Naturals, as borrower, signed a construction loan agreement with Romspen Investment Corporation as lender, to borrow $40,000, to be funded by way of multiple advances. The aggregate advances are limited to $35,000 until the lender receives an appraisal valuing the property in British Columbia at an amount of not less than $8,000. The loan bears interest at a rate of 12% per annum, calculated and compounded monthly, in arrears, on the amounts advanced from the date of each advance. The term of the loan is two years, with the borrower's option to extend for another twelve months. The loan is guaranteed by Cronos Group, Hortican Inc. ("Hortican"), OGBC, the responsible-person-in-charge and the senior-person-in-charge of OGBC and Peace Naturals. The loan is secured as follows:

 

(a)

first-ranking charge on the lands owned by OGBC, Peace Naturals, and Hortican, (collectively, the "Property") with a net book value of approximately $1,577 as at September 30, 2018 (December 31, 2017 - $1,558);

(b)

first-ranking general assignment of all present and future leases of each Property;

(c)

general security agreements creating first-ranking security interests on all the personal property of Peace Naturals and the corporate guarantors including without limitation, goods, chattels, paper, documents, accounts, intangible assets, securities, monies, books and records;

(d)

specific assignment of each Property's right, title, and interest in the construction project which the loan is being used to fund, including licenses, permits, plans and specifications, development approvals and agreements;

(e)

acknowledgement of the status and terms of any contracts affecting or with respect to each Property including without limitation, any pertaining to ownership, insurance, shared facilities, passageway agreements, or similar matters, confirming the good status of such contracts, and the rights of the lender under such contracts;

(f)

the subordination of all other indebtedness of Peace Naturals;

(g)

an unconditional, joint and several covenant by the guarantors as principal debtor for the performance of obligations by Peace Naturals, it being understood that the lender is not obliged to proceed against Peace Naturals or exhaust any security before proceeding against the guarantors;

(h)

assignment, postponement, and subordination by the corporate guarantors in favour of the lender;

(i)

assignment of all insurance policies with respect to each Property and the construction project;

(j)

pledge of the shares of Peace Naturals, OGBC, and Hortican;

(k)

an environmental indemnity from Peace Naturals and the corporate guarantors; and

(l)

deficiency and completion guarantee from Peace Naturals and the corporate guarantors.

 

 

 

16.

Share capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Common Shares

 

 

 

 

 

 

 

 

 

 

The Company is authorized to issue an unlimited number of no par value common shares.

 

 

 

 

 

 

 

 

 

 

The holders of the common shares are entitled to receive dividends which may be declared from time to time, and are entitled to one vote per share at shareholder meetings of the Company. All common shares are ranked equally with regards to the Company's residual assets.

 

 

 

 

 

 

 

 

 

 

During the nine months ended September 30, 2018, the Company issued 15,677,143 (September 30, 2017 - 14,376,112) common shares for aggregate gross proceeds of $146,032 (September 30, 2017 - $32,346) through two bought deal offerings.

 

 

 

 

 

 

 

 

 

 

As at September 30, 2018, the Company had nil (September 30, 2017 - 1,928,984) shares held in escrow. The release of these shares was subject to regulatory approval.

 

 

 

 

 

 

 

 

 

 

(b)

Shares to be issued

 

 

 

 

 

 

 

 

 

 

The Company received cash of $17 (September 30, 2017 - $76) for the exercise of options and warrants, for which common shares were not yet issued as of September 30, 2018. Refer to Note 17(a) and (b).

 

 


21


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

17.

Share-based payments

 

 

(a)

Warrants

 

The following is a summary of the changes in warrants for the period from January 1, 2017 to September 30, 2017:

 

 

 

 

 

Grant date

 

Exercise price

 

 

Number of warrants

 

 

Amount

 

Balance at January 1, 2017

 

 

 

 

 

 

 

 

45,885,172

 

 

$

3,983

 

Exercise of warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1

 

January 18, 2013

 

$

0.08

 

 

 

(298,066

)

 

 

-

 

 

 

January 30, 2014

 

 

0.71

 

 

 

(375,565

)

 

 

(164

)

 

 

October 8, 2015

 

 

0.31

 

 

 

(1,140,351

)

 

 

(116

)

Q2

 

January 18, 2013

 

 

0.08

 

 

 

(959,575

)

 

 

-

 

 

 

October 28, 2015

 

 

0.31

 

 

 

(543,859

)

 

 

(103

)

Q3

 

January 18, 2013

 

 

0.08

 

 

 

(1,199,130

)

 

 

-

 

 

 

October 28, 2015

 

 

0.31

 

 

 

(157,894

)

 

 

(30

)

 

 

May 17, 2016

 

 

0.25

 

 

 

(2,300,000

)

 

 

(202

)

 

 

May 27, 2016

 

 

0.25

 

 

 

(48,720

)

 

 

(4

)

Cancellation of warrants

 

 

 

 

 

 

 

 

(19,210

)

 

 

-

 

Balance at September 30, 2017

 

 

 

 

 

 

 

 

38,842,802

 

 

$

3,364

 

 

The following is a summary of the changes in warrants for the period from January 1, 2018 to September 30, 2018:

 

 

 

Grant date

 

Exercise price

 

 

Number of warrants

 

 

Amount

 

Balance at January 1, 2018

 

 

 

 

 

 

 

 

38,654,654

 

 

$

3,364

 

Exercise of warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1

 

January 18, 2013

 

$

0.08

 

 

 

(2,898,784

)

 

 

-

 

 

 

October 8, 2015

 

 

0.31

 

 

 

(766,086

)

 

 

(78

)

 

 

May 27, 2016

 

 

0.25

 

 

 

(3,307,609

)

 

 

(608

)

Q2

 

May 27, 2016

 

 

0.25

 

 

 

(4,391,856

)

 

 

(810

)

Q3

 

October 23, 2015

 

 

0.31

 

 

 

(236,602

)

 

 

(41

)

 

 

May 27, 2016

 

 

0.25

 

 

 

(1,513,399

)

 

 

(279

)

Cancellation of warrants

 

 

 

 

 

 

 

 

(82,695

)

 

 

-

 

Balance at September 30, 2018

 

 

 

 

 

 

 

 

25,457,623

 

 

$

1,548

 

 

As at September 30, 2018, the Company had outstanding warrants as follows:

 

Grant date

 

Number of warrants

 

 

Exercise price

 

 

Expiry

October 8, 2015

 

 

3,335,594

 

 

$

0.31

 

 

October 8, 2020

October 23, 2015

 

 

1,241,643

 

 

 

0.31

 

 

October 23, 2020

October 28, 2015

 

 

9,548

 

 

 

0.31

 

 

October 28, 2020

May 13, 2016

 

 

8,510,812

 

 

 

0.25

 

 

May 13, 2021

May 27, 2016

 

 

12,360,026

 

 

 

0.25

 

 

May 27, 2021

 

 

 

25,457,623

 

 

$

0.26

 

 

 

22


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

(b)

Stock Options

 

(i)

Stock Option Plans

 

The Company had adopted an amended and restated stock option plan dated May 26, 2015 (the "2015 Stock Option Plan") which was approved by shareholders of the Company at the annual and general meeting of shareholders held on June 28, 2017. The 2015 Stock Option Plan allowed the Board to award options to purchase shares to certain directors, officers, key employees and service providers of the Company.

 

On June 28, 2018, the shareholders of the Company approved a new stock option plan (the "2018 Stock Option Plan") which superseded the 2015 Stock Option Plan. No further awards will be granted under the 2015 Stock Option Plan; however, shares may be purchased via option exercise by the holders of any outstanding stock options previously issued under the 2015 Stock Option Plan.

 

Participants under the 2018 Option Plan are eligible to be granted options to purchase shares at an exercise price established upon approval of the grant by the Board. When options are granted, the exercise price is, with respect to a particular date, the closing price as reported by the TSX on the immediately preceding trading day (the "Fair Market Value"). The 2018 Option Plan does not authorize grants of options with an exercise price below the Fair Market Value.

 

Vesting conditions for grants of options are determined by the Board. The typical vesting for employee grants is quarterly vesting over five years, and the typical vesting for directors and executive officers is quarterly vesting over three to five years. The term of the options is established by the Board, provided that the term of an option may not exceed seven years from the date of the grant.

 

The 2018 Option Plan also provides for the issuance of share appreciation rights ("SARs") in tandem with options. Each SAR entitles the holder to surrender to the Company, unexercised, the right to subscribe for shares pursuant to the related option and to receive from the Company a number of shares, rounded down to the next whole share, with a Fair Market Value on the date of exercise of each such SAR that is equal to the difference between such Fair Market Value and the exercise price under the related option, multiplied by the number of shares that cease to be available under the option as a result of the exercise of the SAR, subject to satisfaction of applicable withholding taxes and other source deductions. Each unexercised SAR terminates when the related option is exercised or the option terminates, including upon a change in control. Upon each exercise of a SAR in respect of a share covered by an option such option is cancelled and is of no further force or effect in respect of such share.

 


23


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

(ii)

Summary of changes

 

The following is a summary of the changes in options for the period from January 1, 2017 to September 30, 2017:

 

 

 

 

 

Grant date

 

Exercise price

 

 

Number of options

 

 

Amount

 

Balance at January 1, 2017

 

 

 

 

 

 

 

 

6,177,594

 

 

$

735

 

Issuance of options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1

 

April 12, 2017

 

$

3.14

 

 

 

3,299,000

 

 

 

-

 

Q3

 

August 23, 2017

 

 

2.42

 

 

 

2,903,000

 

 

 

-

 

Exercise of options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1

 

January 30, 2014

 

 

0.71

 

 

 

(32,009

)

 

 

(14

)

 

 

August 5, 2014

 

 

1.15

 

 

 

(32,000

)

 

 

(23

)

 

 

September 19, 2014

 

 

1.15

 

 

 

(106,695

)

 

 

(76

)

 

 

December 17, 2014

 

 

1.15

 

 

 

(65,000

)

 

 

(28

)

Q2

 

August 5, 2014

 

 

1.15

 

 

 

(128,043

)

 

 

(91

)

 

 

October 6, 2016

 

 

1.23

 

 

 

(30,416

)

 

 

(15

)

Q3

 

August 5, 2016

 

 

0.50

 

 

 

(83,333

)

 

 

(19

)

 

 

October 6, 2016

 

 

1.23

 

 

 

(1,250

)

 

 

(1

)

Cancellation of options

 

 

 

 

1.15

 

 

 

(53,347

)

 

 

-

 

Vesting of issued options

 

 

 

 

 

 

 

 

-

 

 

 

1,170

 

Balance at September 30, 2017

 

 

 

 

 

 

 

 

11,847,501

 

 

$

1,638

 

 

The following is a summary of the changes in options for the period from January 1, 2018 to September 30, 2018:

 

 

 

 

 

Grant date

 

Exercise price

 

 

Number of options

 

 

Amount

 

Balance at January 1, 2018

 

 

 

 

 

 

 

 

11,603,750

 

 

$

2,289

 

Issuance of options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1

 

January 30, 2018

 

$

8.40

 

 

 

280,000

 

 

 

-

 

 

 

January 31, 2018

 

 

9.00

 

 

 

150,000

 

 

 

-

 

Q2

 

May 18, 2018

 

 

7.57

 

 

 

1,195,000

 

 

 

-

 

 

 

June 28, 2018

 

 

8.22

 

 

 

180,000

 

 

 

-

 

Q3

 

September 13, 2018

 

 

14.70

 

 

 

25,000

 

 

 

-

 

Exercise of options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1

 

October 6, 2016

 

 

1.23

 

 

 

(29,133

)

 

 

(15

)

 

 

April 12, 2017

 

 

3.14

 

 

 

(6,791

)

 

 

(11

)

 

 

August 23, 2017

 

 

2.42

 

 

 

(6,332

)

 

 

(6

)

Q2

 

August 5, 2016

 

 

0.50

 

 

 

(83,333

)

 

 

(20

)

 

 

October 6, 2016

 

 

1.23

 

 

 

(91,333

)

 

 

(46

)

 

 

November 16, 2016

 

 

1.50

 

 

 

(300,000

)

 

 

(101

)

 

 

April 12, 2017

 

 

3.14

 

 

 

(958

)

 

 

(1

)

 

 

August 23, 2017

 

 

2.42

 

 

 

(1,792

)

 

 

(2

)

Q3

 

October 6, 2016

 

 

1.23

 

 

 

(31,250

)

 

 

(16

)

 

 

April 12, 2017

 

 

3.14

 

 

 

(11,538

)

 

 

(18

)

 

 

August 23, 2017

 

 

2.42

 

 

 

(8,257

)

 

 

(11

)

 

 

January 30, 2018

 

 

8.40

 

 

 

(1,666

)

 

 

(7

)

Cancellation of options

 

 

 

 

 

 

 

 

(12,792

)

 

 

-

 

Vesting of issued options

 

 

 

 

 

 

-

 

 

 

2,947

 

Balance at September 30, 2018

 

 

 

 

 

 

 

 

12,848,575

 

 

$

4,982

 

24


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

 

The weighted average share price at the dates the options were exercised during the nine months ended September 30, 2018 was $9.17 per share (September 30, 2017 - $2.45 per share).

 

As at September 30, 2018, the Company had outstanding and exercisable options as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average

 

Grant date

 

Vesting terms

 

Expiry date

 

Number of options

 

 

Exercise price

 

 

Remaining contractual life (years)

 

August 5, 2016

 

Evenly over 48 months

 

August 5, 2021

 

 

1,058,334

 

 

$

0.50

 

 

 

2.85

 

October 6, 2016

 

Evenly over 48 months

 

October 6, 2021

 

 

3,423,555

 

 

 

1.23

 

 

 

3.02

 

November 21, 2016

 

Evenly over 48 months

 

November 21, 2021

 

 

182,000

 

 

 

1.84

 

 

 

3.15

 

April 12, 2017

 

Evenly over 48 months

 

April 12, 2022

 

 

3,275,483

 

 

 

3.14

 

 

 

3.53

 

August 23, 2017

 

Evenly over 48 months

 

August 23, 2022

 

 

2,880,869

 

 

 

2.42

 

 

 

3.90

 

November 9, 2017

 

Evenly over 48 months

 

November 9, 2022

 

 

200,000

 

 

 

3.32

 

 

 

4.11

 

January 30, 2018

 

Evenly over 48 months

 

January 30, 2023

 

 

278,334

 

 

 

8.40

 

 

 

4.34

 

January 31, 2018

 

Evenly over 48 months

 

January 31, 2023

 

 

150,000

 

 

 

9.00

 

 

 

4.34

 

May 18, 2018

 

Evenly over 48 months

 

May 18, 2023

 

 

1,195,000

 

 

 

7.57

 

 

 

4.63

 

June 28, 2018

 

Evenly over 60 months

 

June 28, 2023

 

 

180,000

 

 

 

8.22

 

 

 

4.75

 

September 13, 2018

 

Evenly over 48 months

 

September 13, 2025

 

 

25,000

 

 

 

14.70

 

 

 

6.96

 

Outstanding at September 30, 2018

 

 

12,848,575

 

 

$

2.92

 

 

 

3.58

 

Exercisable at September 30, 2018

 

 

4,854,301

 

 

$

2.17

 

 

 

3.36

 

 

These options shall expire at the earlier of 180 days of the death, disability or incapacity of the holder or the specified expiry date, and can only be settled in equity.

 

As at September 30, 2018, the weighted average exercise price of options outstanding was $2.92 per option (December 31, 2017 - $2.05 per option). The weighted average exercise price of options exercisable was $2.17 per option (December 31, 2017 - $1.71 per option).

 

(iii)

Fair Value of Options Issued During the Nine Months Ended

 

The fair value of the options issued during the period was determined using the Black-Scholes option pricing model, using the following inputs:

 

 

 

 

 

 

 

 

 

Nine Months Ended

September 30,

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

Share price at grant date (per share)

$7.57 - $14.70

 

 

$1.16 - $3.27

 

Exercise price (per option)

$7.57 - $14.70

 

 

$2.42 - $3.14

 

Risk free interest rate

2.01% - 2.45%

 

 

0.96% - 1.43%

 

Expected life of options (in years)

5- 7

 

 

5

 

Expected annualized volatility

55%

 

 

55%

 

Expected dividend yield

0%

 

 

0%

 

Weighted average Black-Scholes value at grant date (per option)

$3.72 - $8.42

 

 

$1.39

 

 


25


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

18.

Revenue from contracts with customers

 

The following is the disaggregation of the Company's revenue from contracts with customers:

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Canadian

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dry cannabis

$

2,099

 

 

$

998

 

 

$

6,815

 

 

$

1,870

 

Cannabis oils

 

1,029

 

 

 

-

 

 

 

1,920

 

 

 

-

 

Other

 

68

 

 

 

-

 

 

 

181

 

 

 

-

 

 

 

 

 

3,196

 

 

 

998

 

 

 

8,916

 

 

 

1,870

 

International

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dry cannabis

$

520

 

 

$

316

 

 

$

1,139

 

 

$

601

 

Cannabis oils

 

44

 

 

 

-

 

 

 

44

 

 

 

-

 

 

 

 

 

564

 

 

 

316

 

 

 

1,183

 

 

 

601

 

Total revenue from contracts with customers

$

3,760

 

 

$

1,314

 

 

$

10,099

 

 

$

2,471

 

 

During the nine months ended September 30, 2018 41% of the Company's total revenue from contracts with customers arose from 3 major customers (September 30, 2017 - 22% from 1 major customer).

 

19.

Earnings (loss) per share

 

Basic and diluted earnings (loss) per share are calculated using the following numerators and denominators:

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

 

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common shareholders

$

(6,331

)

 

$

1,097

 

 

$

(6,658

)

 

$

428

 

Net income (loss) used in the computation of basic and diluted income (loss) per share

$

(6,331

)

 

$

1,097

 

 

$

(6,719

)

 

$

428

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding for computation of basic income (loss) per share

 

177,483,122

 

 

 

134,913,931

 

 

 

170,097,232

 

 

 

130,782,161

 

Dilutive effect of warrants

 

-

 

 

 

3,585,814

 

 

 

-

 

 

 

3,585,814

 

Dilutive effect of options

 

-

 

 

 

5,093,115

 

 

 

-

 

 

 

5,093,115

 

Weighted average number of common shares for computation of diluted income (loss) per share

 

 

177,483,122

 

 

 

143,592,860

 

 

 

170,097,232

 

 

 

139,461,090

 

 

For the three and nine months ended September 30, 2018, all instruments were anti-dilutive.


26


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

20.

Related party transactions and balances

 

The following is a summary of the Company's related party transactions during the period:

 

(a)

Key management compensation

 

Key management personnel are persons responsible for planning, directing and controlling activities of an entity, and include executive and non-executive directors. Compensation provided to key management is as follows:

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Short-term employee benefits, including salaries and fees

$

109

 

 

$

99

 

 

$

328

 

 

$

311

 

Professional fees

 

151

 

 

 

56

 

 

 

267

 

 

 

127

 

Share-based payments

 

385

 

 

 

539

 

 

 

1,080

 

 

 

767

 

 

$

645

 

 

$

694

 

 

$

1,675

 

 

$

1,205

 

 

As at September 30, 2018, there were no balances payable to members of key management (December 31, 2017 -$Nil).

 

21.

Commitments and contingencies

 

(a)

The following is a summary of the Company's minimum operating lease obligations for its premises due in future fiscal years:

 

Remainder of 2018

$

38

 

2019

 

200

 

2020

 

455

 

2021

 

460

 

2022

 

466

 

2023

 

527

 

2024 and onwards

 

1,552

 

 

$

3,698

 

 

In addition to the minimum lease payments, the Company is required to pay realty taxes and other occupancy costs.

 

(b)

On September 1, 2018, the Company entered into a research and development agreement with Ginkgo Bioworks Inc. ("Ginkgo") to develop consistent production of a wide range of cannabinoids, including THC, CBD and a variety of other lesser known and rarer products. As part of this arrangement, Cronos Group has agreed to issue up to 14,700,000 common shares of the Company (aggregate value of approximately $100,000 USD) in tranches and $22,000 USD in cash subject to Ginkgo's achievement of certain milestones.

 

 

(c)

The following contingencies are related to Peace Naturals:

 

 

(i)

MedCann Access Acquisition Claim. 8437718 Canada Inc., 8437726 Canada Inc., Michael Blaine Dowdle, Rade Kovacevic, Kevin Furet and 9388036 Canada Inc. (collectively, the "Plaintiffs") commenced a claim against Peace Naturals and a number of other parties, for $15,000 in damages as a result of an alleged breach of obligations to them by terminating a share purchase transaction for the acquisition of the Plaintiffs’ company, MedCann Access. The Company believes that the allegations contained in the statement of claim are without merit and plans to vigorously defend this claim; accordingly, no provision for loss has been recognized. On February 21, 2018, the parties began the discovery phase of the proceedings.

 

27


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

(ii)

Warrants Claim. Jeffrey Gobuty, brother to Mark Gobuty, former CEO of Peace Naturals, brought a claim against Peace Naturals for $300 and for warrants valued at $125 that were purportedly issued by Mark Gobuty, the former CEO of Peace Naturals. The Company believes that the allegations contained in the statement of claim are without merit and plans to vigorously defend this claim; accordingly, no provision for loss has been recognized.

 

 

(iii)

Former Employees' Unlawful Termination Claims. Peace Naturals, Cronos Group and certain directors were served with claims by a former employee for damages of $580 and 30,000 options of the Company, and the former CEO of Peace Naturals for approximately $12,682 and a 10% equity interest in Peace Naturals, in connection with alleged claims of wrongful termination. Both plaintiffs have amended their pleadings to discontinue the claims against the individual directors. The Company believes that the allegations contained in the statement of claim are without merit and plans to vigorously defend these claims; accordingly, no provision for loss has been recognized.

 

(d)

The following contingencies are related to Cronos Group:

 

 

(i)

U.S. Federal Securities Violation Claims. Two purported shareholders of Cronos Group each filed a putative class action in the United States District Court for the Southern District of New York against the Company and its Chairman, alleging that the Company's continuous disclosure omitted material information with respect to matters raised in a document published on a short-seller's website, thus rendering the Company's disclosure false and misleading in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder. The complaints purport to seek, among other things, compensatory damages and a reasonable allowance for plaintiff attorneys' and experts' fees. To date, the Company has not been served with the complaints. However, the Company believes the complaints are entirely without merit and, if served, plans to vigorously defend these claims; accordingly no provision for loss has been recognized.

 

22.

Income taxes

 

The Company's combined Canadian federal and provincial statutory income tax rate is 26.5% for the three and nine months ended September 30, 2018 and September 30, 2017. The rate is expected to apply for the full year and is applied to the pre-tax income of the three and nine month periods.

 

Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.

The changes in the net deferred tax liability are provided below:

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Balance - beginning of period

$

268

 

 

$

1,435

 

 

$

1,416

 

 

$

1,457

 

Recognized in income

 

2,352

 

 

 

(76

)

 

 

1,197

 

 

 

(98

)

Recognized in other comprehensive income

 

36

 

 

 

-

 

 

 

43

 

 

 

-

 

Balance - end of period

$

2,656

 

 

$

1,359

 

 

$

2,656

 

 

$

1,359

 

 

28


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

23.

Financial instruments

 

(i)

Credit risk

 

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s accounts receivable, other receivables, advances to related corporations, and loan receivable. The maximum exposure to credit risk is the carrying value of these financial assets. The Company provides credit to its customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. As at September 30, 2018 and December 31, 2017, there were insignificant expected credit losses recognized on these financial assets.

 

As at September 30, 2018, the carrying amount of advances to related corporations was $2,674 (December 31, 2017 - $Nil), loan receivable was $314 (December 31, 2017 - $314), other receivables were $544 (December 31, 2017 - $Nil), and trade receivables was $3,278 (December 31, 2017 - $1,140). The Company is not significantly exposed to credit risk, as these receivables comprise 2.9% (December 31, 2017 - 1.4%) of the Company's total assets. As at September 30, 2018, 22% (December 31, 2017 - 89.3%) of the Company's trade receivables were due from 1 customer (December 31, 2017 - 2 customers).

 

The following represents an analysis of the age of trade receivables:

 

 

As at

September 30,

2018

 

 

As at

December 31,

2017

 

Less than 30 days past billing date

$

2,722

 

 

$

1,020

 

31 to 60 days past billing date

 

257

 

 

 

85

 

61 to 90 days past billing date

 

20

 

 

 

35

 

Over 90 days past billing date

 

279

 

 

 

-

 

 

$

3,278

 

 

$

1,140

 

 

(ii)

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due, and arises principally from the Company’s accounts payable and other liabilities, government remittances payable, and construction loan payable. The Company's policy is to review liquidity resources and ensure that sufficient funds are available to meet financial obligations as they become due. Further, the Company's management is responsible for ensuring funds exist and are readily accessible to support business opportunities as they arise. The Company's funding is primarily provided in the form of capital raised through the issuance of shares and warrants.

 

The following represents an analysis of the age of trade accounts payable:

 

 

As at

September 30,

2018

 

 

As at

December 31,

2017

 

Less than 30 days past billing date

$

536

 

 

$

6,725

 

31 to 60 days past billing date

 

343

 

 

 

113

 

61 to 90 days past billing date

 

8

 

 

 

66

 

Over 90 days past billing date

 

160

 

 

 

172

 

 

$

1,047

 

 

$

7,076

 

29


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

 

(iii)

Market risk

 

(1)

Price risk

 

Price risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will significantly fluctuate due to changes in market prices. The value of the financial instruments can be affected by changes in interest rates, market and economic conditions, and equity and commodity prices. The Company is exposed to price risk in divesting its investments, in that, unfavourable market conditions could result in dispositions of investments at less than favourable prices. Further, the revaluation of securities classified as fair value through other comprehensive income, could result in significant write-downs of the Company's investments, which would have an adverse impact on the Company's financial position.

 

If the fair value of these securities were to decrease by 5%, the Company would incur an associated decrease in comprehensive income of approximately $50. Refer to Note 10.

 

The Company manages price risk by having a portfolio of securities from multiple issuers, such that the Company is not singularly exposed to any one issuer. The Company has also set thresholds on purchases of investments over which the approval of the Board is required.

 

(2)

Concentration risk

 

Concentration risk is the risk that any single investment or group thereof, has the potential to materially affect the operating results of the Company. The Company is exposed to this risk as all of its investments are currently within the cannabis industry. As such, the Company's financial results may be adversely affected by the unfavourable performance of those investments or the industry in which they operate. The Company manages concentration risk by investing in the cannabis industry of various countries, refer to Note 2 (a) and Note 9.

 

(iv)

Currency rate risk

 

Currency rate risk is the risk that changes in the relative value of Canadian dollars to other currencies will reduce the value of financial assets. The Company is exposed to this risk as an advance to a related corporation was denominated in Australian dollars, refer to Note 8 (i). The Company is further exposed to this risk through subsidiaries operating in Israel, refer to Note 2 (c). The Company does not currently use foreign exchange contracts to hedge its exposure to currency rate risk as management has determined that this risk is not significant at this point in time. As such, the Company's financial position and financial results may be adversely affected by the unfavourable fluctuations in currency exchange rates.

 

It is management's opinion that the Company is not subject to significant interest rate risk.

 

 

30


 

 

 

 

Cronos Group Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2018 and September 30, 2017

(in thousands of CDN $, except where otherwise noted, and share, per share, weight, volume and plant amounts)

 

 

24.

Fair value hierarchy

 

Assets recorded at fair value on the unaudited condensed interim consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets and liabilities. In these unaudited condensed interim consolidated financial statements, cash and other investments (Canopy, Hydropothecary, and ABcann shares) are included in this category.

 

Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. In these unaudited condensed interim consolidated financial statements, ABcann share purchase warrants are included in this category.

 

Level 3 - valuation techniques using the inputs for the asset or liability that are not based on observable market data. In these unaudited condensed interim consolidated financial statements, other investments (Evergreen), and biological assets are included in this category.

 

 

The Company's policy for determining when transfers between levels of the fair value hierarchy occur is based on the date of the event or changes in circumstances that caused the transfer.

 

During the nine months ended September 30, 2017, Hydropothecary and ABcann became publicly traded. Due to these events, the investment in Hydropothecary and ABcann were transferred out of Level 3 as the inputs for the valuation of the investment were no longer unobservable. The investment in Hydropothecary and ABcann were transferred into Level 1 of the fair value hierarchy, as the valuations of the investments were based on quoted prices in an active market.

 

During the nine months ended September 30, 2018, there were no transfers between levels.

 

25.

Capital management

 

The Company's objectives when managing its capital are to maintain a sufficient capital base to: (i) meet its short-term obligations, (ii) sustain future operations and expansions, (iii) ensure its ability to continue as a going concern, and (iv) retain stakeholder confidence. The Company defines capital as its net assets, total assets less total liabilities. Currently, there are no quantitative criteria established as the Company is experiencing significant growth.

 

As at September 30, 2018, the Company managed net assets of $221,954 (December 31, 2017 - $86,368).

 

26.

Subsequent events

 

 

(a)

Subsequent to September 30, 2018, a total of 10,718 options were exercised in exchange for $17 in cash. These options had a weighted average exercise price of $1.63 per common share. Also, subsequent to September 30, 2018, 5,746 share appreciation rights were exercised, in lieu of the associated options, in exchange for 3,259 common shares.

 

 

(b)

On October 15, 2018, the Company announced a research agreement with the Technion Research and Development Foundation of the Technion – Israel Institute of Technology (“Technion”). Research will be focused on the use of cannabinoids and their role in regulating skin health and skin disorders. The Company has committed to $1,784 USD of research funding over a period of three years. An additional $4,150 USD of cash payments will be paid to Technion upon reaching certain milestones.

 

31