Focus on profitable revenue generation
delivered 67% increase in gross profit year-over-year
Record quarter for Canada Medical Cannabis
with Net Revenue increasing 20% year-over-year and 6th consecutive
quarter of growth
Extended maturity of senior secured term loan
to December 18, 2026 with an option
to further extend to September 18,
2027
SMITHS
FALLS, ON, Aug. 9, 2024 /PRNewswire/ - Canopy
Growth Corporation ("Canopy Growth" or the "Company") (TSX: WEED)
(Nasdaq: CGC) today announces its financial results for the first
quarter ended June 30, 2024 ("Q1
FY2025"). All financial information in this press release is
reported in Canadian dollars, unless otherwise indicated.
Highlights
- Achieved Gross profit of $23MM in Q1 FY2025 representing a 67%
increase over the first quarter ended June
30, 2023 ("Q1 FY2024"), despite a decline in consolidated
net revenue.
- Delivered consolidated gross margin of 35%, and Canada cannabis segment gross margin of 32%
during Q1 FY2025.
- Operating loss from continuing operations was $29MM in Q1
FY2025, a 47% improvement over Q1 FY2024.
- Consolidated Adjusted EBITDA1 loss narrowed to $5MM
in Q1 FY2025, a 77% improvement over Q1 FY2024 driven primarily by
cost reduction actions already implemented.
- Storz & Bickel net revenue increased 2% in Q1 FY2025 over
Q1 FY2024, led by over 100% growth in Storz & Bickel sales in
Germany2, which offset
a sales decline in the non-medical vaporizer channel in
Australia following a regulatory
change.
- Demonstrated broad-based improvement across key financial
metrics in Q1 FY2025 including a 31% reduction in Cost-of-Goods
Sold ("COGS") and a 24% reduction in Selling General &
Administrative ("SG&A") expenses, in each case, over Q1
FY2024.
- Cash and short-term investments balance of $195MM at
June 30, 2024 as compared to $203MM
at March 31, 2024.
"The fundamentals of our business continue to strengthen, and
our focus on profitable revenue generation is yielding clear
results as we set the stage for growth in the second half of fiscal
2025. With our core businesses delivering adjusted EBITDA
profitability and primed for growth, paired with Canopy
USA's positioning to benefit from
near-term market opportunities in the U.S., Canopy Growth is
advancing rapidly and is well established for multi-market cannabis
leadership."
David Klein, Chief Executive
Officer
"Our strategic initiatives have led to notable improvements in
Gross Margins and Adjusted EBITDA as well as reduction in SG&A
expenses. We are pleased that all of our business units delivered
positive Adjusted EBITDA during Q1 Fiscal 2025 and expect to
achieve positive Adjusted EBITDA on a consolidated basis in the
second half of the fiscal year. We've continued to enhance our
financial flexibility through additional actions, including the
extension of our term loan, which will enable us to fund strategic
growth initiatives."
Judy Hong, Chief Financial
Officer
First Quarter Fiscal 2025 Financial Summary
(in millions of Canadian
dollars, unaudited)
|
|
Net Revenue
|
Gross margin
percentage
|
Adjusted
gross margin
percentage3
|
Net loss
from
continuing
operations
|
Adjusted
EBITDA4
|
Free cash
flow5
|
Reported
|
|
$66.2
|
35 %
|
35 %
|
$(129.2)
|
$(5.3)
|
$(55.7)
|
vs. Q1
FY2024
|
|
(13 %)
|
1,700 bps
|
1,700 bps
|
(1,122 %)
|
77 %
|
49 %
|
1
|
Adjusted EBITDA is a
non-GAAP measure. See "Non-GAAP Measures" and Schedule 5 for a
reconciliation of net loss to Adjusted EBITDA.
|
2
|
Based on internal
estimates including sales in both B2B and B2C channels; in local
currency
|
3
|
Adjusted gross margin
is a non-GAAP measure, and for Q1 FY2025 excludes $nil of
restructuring cost recorded in cost of goods sold (Q1 FY2024 -
excludes $nil of restructuring costs recorded in cost of goods
sold). See "Non-GAAP Measures" and Schedule 4 for a reconciliation
of net revenue to adjusted gross margin.
|
4
|
Adjusted EBITDA is a
non-GAAP measure. See "Non-GAAP Measures" and Schedule 5 for a
reconciliation of net loss to Adjusted EBITDA.
|
5
|
Free cash flow is a
non-GAAP measure. See "Non-GAAP Measures" and Schedule 6 for a
reconciliation of net cash used in operating activities to free
cash flow.
|
- Net revenue declined by 13% to $66MM in Q1 FY2025 driven mostly
by the impact of divested businesses.
- Gross margin increased by 1,700 basis points ("bps") to 35% in
Q1 FY2025 driven by improvement in our Canada cannabis segment, which was primarily
due to the realized benefit of our cost savings program, a shift in
channel mix to higher margin medical sales and a decline in
write-down of excess inventory.
- SG&A expenses were $48MM in Q1 FY2025, representing a
decrease of 24% over Q1 FY2024 in part due to continued spending
discipline across the organization.
- Operating loss from continuing operations was $29MM in Q1
FY2025, representing an improvement of 47% compared to Q1 FY2024.
Adjusted EBITDA loss was $5MM, representing a 77% improvement
year-over-year, driven by higher gross profit and lower SG&A
expenses.
- Free Cash Flow was an outflow of $56MM in Q1 FY2025, an
improvement of 49% compared to Q1 FY2024 driven by business
transformation activities executed throughout FY2024 as well as a
reduction in interest costs, partially offset by increased capital
expenditure. Relative to the fourth quarter ended March 31, 2024, higher cash outflow from
operations is primarily due to the timing of working capital and
certain payments.
- The Company continues to proactively improve and strengthen its
balance sheet and announced today that it has entered into an
amendment to its credit agreement with all of the lenders to its
senior secured term loan (the "Term Loan"). This transaction
accomplishes:
- Significant deleveraging of up to US$200MM: Principal repayment
of US$100MM with an option to pay down an additional US$100MM;
- Repayment of US$97.5MM in order
to reduce the principal amount outstanding on the Term Loan by
US$100MM
- Option to pay an additional US$97.5MM in order to reduce an additional
US$100MM of the principal amount of the Term Loan;
- Interest expense savings through a reduction in annual interest
of US$14MM for each $100MM principal reduction and total
potential interest savings of US$28MM; and
- Maturity date extension of 9-months to December 18, 2026 with an option to further
extend the maturity date to September 18,
2027, upon completion of the voluntary prepayment
above.
Business Highlights
Canada
cannabis
- Canada cannabis net revenue
was $38MM in Q1 FY2025, a decrease of 6% year-over-year, with
record Canada medical cannabis net
revenue offset by lower adult-use cannabis net revenues.
Canada medical cannabis net
revenue increased 20% year-over-year, driven in part by strong
demand for high-margin Spectrum Therapeutics products and the
broader assortment of products available through the online
platform.
- In the latter half of Q1 FY2025, our Canadian adult-use
cannabis business launched a range of new products into the market
across priority categories including 7ACRES Ultra Jack flower,
Maitri Strawberry Frappe flower (Quebec exclusive), Tweed Sugar Free Cola
beverage, and the 7ACRES Café Vanilla Delight All-In-One vape.
- Higher flower yields resulting from upgrades underway at our
Kincardine facility, increased
pre-rolled production capacity, additional third-party suppliers,
targeted wholesale pricing actions, and increased distribution
secured in Q1 FY2025, are expected to increase Canada adult-use top line in the coming
quarters.
International markets cannabis
- International markets cannabis net revenue in Q1 FY2025
declined 1% as compared to Q1 FY2024, with growth in high-margin
Poland offset by a decline in
Australia. International markets
cannabis gross margin was 36% in Q1 FY2025, up 200 bps as compared
to Q1 FY2024.
- Maintained top 4 market share position in the Germany medical cannabis market6.
Strong demand signals in German medical cannabis market post
legalization with the number of prescriptions and volume of
cannabis prescribed increasing by over 20%
nationally6.
- The Company is taking steps to increase supply to the German
market by augmenting Canadian sourced flower with EU-based supply
with a supply agreement signed during the quarter and additional
agreements expected to be completed in FY2025.
Storz & Bickel®
- Storz & Bickel net revenue in Q1 FY2025 increased 2% as
compared to Q1 FY2024 driven by strong growth in Germany, contribution from the Venty portable
vaporizer, which was launched in the third quarter of FY2024, and
strong sales of the Mighty vaporizer.
- Following the regulatory changes in the non-medical channel in
Australia, Storz & Bickel
vaporizers are the only medically-certified whole flower vaporizers
available for sale in Australia
which is expected to drive growth opportunities in the Australian
medical channel.
- Additional market activities, including the launch of an
affiliate program with select retailers in key U.S. states, are
expected to increase U.S. distribution.
Canopy USA
- Canopy USA, LLC ("Canopy
USA") closed the acquisitions of
approximately 75% of the shares of Lemurian, Inc. ("Jetty") and two
of three Wana entities, being Wana Wellness, LLC and The CIMA
Group, LLC, with the full acquisition of Wana expected by end of
summer, subject to regulatory approval, once the acquisition of
Mountain High Products, LLC is complete.
- Wana Brands edibles were
launched in Connecticut and
New York State in the three-month
period ended June 30, 2024.
Wana Brands also announced the
launch of the first three hemp-derived edibles via its partnership
with Happi. Wana's revenue during the first half of calendar year
2024 was impacted by a challenging market dynamic in Colorado.
- Jetty expanded its solventless vape product offering in
California with the launch of
All-In-One and Hybrid vapes. Jetty also expanded its offering of
products in the state of New York
with the launch of high-THC infused pre-rolls. Jetty maintained its
#1 share of the national solventless vape market7.
- The option (the "Acreage Option") to acquire all of the issued
and outstanding Fixed Shares of Acreage Holdings Inc. ("Acreage")
has been exercised, with Canopy USA expecting to close its acquisition of
Acreage in the first half of calendar year 2025, subject to certain
closing conditions.
- On August 6, 2024, Acreage
announced the commencement of non-medical cannabis sales in the
state of Ohio at Acreage's The
Botanist dispensary locations in Akron, Canton, Cleveland, Wickliffe, and Columbus.
6 Source:
Insight Health Greenline ODV National Database, July
2024
|
7 Based on
BDSA June 2024 data for dollars sold for all product
categories
|
First Quarter Fiscal 2025 Revenue Review8
Revenue by Channel
(in millions of
Canadian dollars, unaudited)
|
|
Q1
FY2025
|
Q1
FY2024
|
Vs. Q1
FY2024
|
Canada
cannabis
|
|
|
|
|
Canadian adult-use
cannabis9
|
|
$18.9
|
$24.3
|
(22 %)
|
Canada medical
cannabis10
|
|
$18.8
|
$15.6
|
20 %
|
|
|
$37.7
|
$39.9
|
(6 %)
|
|
|
|
|
|
International
markets cannabis11
|
|
$10.1
|
$10.2
|
(1 %)
|
Storz &
Bickel
|
|
$18.4
|
$18.1
|
2 %
|
This
Works
|
|
$-
|
$6.0
|
(100 %)
|
Other
|
|
$-
|
$2.1
|
(100 %)
|
|
|
|
|
|
Net
revenue
|
|
$66.2
|
$76.3
|
(13 %)
|
The Q1 FY2025 and Q1 FY2024 financial results presented in this
press release have been prepared in accordance with U.S. GAAP.
8 In Q1
FY2025, we are reporting our financial results for the following
four reportable segments: (i) Canada cannabis; (ii) international
markets cannabis; (iii) Storz & Bickel; and (iv) This Works. On
December 18, 2023, the Company completed the sale of This Works and
as of such date, the results of This Works are no longer included
in the Company's financial results. Information regarding segment
net revenue and segment gross margin for the comparative periods
has been restated to reflect the aforementioned change in
reportable segments.
|
9 For
Q1 FY2025, amount is net of excise taxes of $7.5 MM and other
revenue adjustments of $1.2 MM (Q1 FY2024 - $11.0 MM and $0.9 MM,
respectively).
|
10 For
Q1 FY2025, amount is net of excise taxes of $2.1 MM (Q1 FY2024 -
$1.4 MM).
|
11 For
Q1 FY2025, amount reflects other revenue adjustments of $nil (Q1
FY2024 - $0.1 MM).
|
Webcast and Conference Call Information
The Company will host a conference call and audio webcast with
David Klein, CEO and Judy Hong, CFO at 10:00
AM Eastern Time on August 9, 2024.
Webcast Information
A live audio webcast will be available at:
https://app.webinar.net/Lm5q6QW1Apv
Replay Information
A replay will be accessible by webcast until 11:59 PM ET on November 7,
2024 at: https://app.webinar.net/Lm5q6QW1Apv
Non-GAAP Measures
Adjusted EBITDA is a non-GAAP measure used by management that is
not defined by U.S. GAAP and may not be comparable to similar
measures presented by other companies. Adjusted EBITDA is
calculated as the reported net income (loss), adjusted to exclude
income tax recovery (expense); other income (expense), net; loss on
equity method investments; share-based compensation expense;
depreciation and amortization expense; asset impairment and
restructuring costs; restructuring costs recorded in cost of goods
sold; and charges related to the flow-through of inventory step-up
on business combinations, and further adjusted to remove
acquisition, divestiture, and other costs. Asset impairments
related to periodic changes to the Company's supply chain processes
are not excluded from Adjusted EBITDA given their occurrence
through the normal course of core operational activities. The
Adjusted EBITDA reconciliation is presented within this news
release and explained in the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30,
2024 (the "Form 10-Q") filed with the Securities and
Exchange Commission ("SEC").
Free cash flow is a non-GAAP measure used by management that is
not defined by U.S. GAAP and may not be comparable to similar
measures presented by other companies. This measure is calculated
as net cash provided by (used in) operating activities less
purchases of and deposits on property, plant and equipment. The
free cash flow reconciliation is presented within this news release
and explained in the Form 10-Q filed with the SEC.
Adjusted gross margin and adjusted gross margin percentage are
non-GAAP measures used by management that are not defined by U.S.
GAAP and may not be comparable to similar measures presented by
other companies. Adjusted gross margin is calculated as gross
margin excluding restructuring and other charges recorded in cost
of goods sold, and charges related to the flow-through of inventory
step-up on business combinations. Adjusted gross margin percentage
is calculated as adjusted gross margin divided by net revenue. The
adjusted gross margin and adjusted gross margin percentage
reconciliation is presented within this news release and explained
in the Form 10-Q filed with the SEC.
About Canopy Growth
Canopy Growth is a world leading cannabis company dedicated to
unleashing the power of cannabis to improve lives.
Through an unwavering commitment to our consumers, Canopy Growth
delivers innovative products with a focus on premium and mainstream
cannabis brands including Doja, 7ACRES, Tweed, and Deep Space, in
addition to category defining vaporizer technology made in
Germany by Storz &
Bickel.
Canopy Growth has also established a comprehensive ecosystem to
realize the opportunities presented by the U.S. THC market through
an unconsolidated, non-controlling interest in Canopy USA, which owns and operates Jetty Extracts, a
California-based producer of high-
quality cannabis extracts and pioneer of clean vape technology, in
addition to holding rights for Wana
Brands, a leading North American edibles brand, as well as
Acreage Holdings, a vertically integrated multi-state cannabis
operator with principal operations in densely populated states
across the Northeast and Midwest.
Beyond its world-class products, Canopy Growth is leading the
industry forward through a commitment to social equity, responsible
use, and community reinvestment – pioneering a future where
cannabis is understood and welcomed for its potential to help
achieve greater well-being and life enhancement.
For more information visit www.canopygrowth.com.
Notice Regarding Forward Looking Statements
This press release contains "forward-looking statements" within
the meaning of applicable securities laws, which involve certain
known and unknown risks and uncertainties. To the extent any
forward-looking statements in this news release constitutes
"financial outlooks" within the meaning of applicable Canadian
securities laws, the reader is cautioned that this information may
not be appropriate for any other purpose and the reader should not
place undue reliance on such financial outlooks. Forward-looking
statements predict or describe our future operations, business
plans, business and investment strategies and the performance of
our investments. These forward-looking statements are generally
identified by their use of such terms and phrases as "intend,"
"goal," "strategy," "estimate," "expect," "project," "projections,"
"forecasts," "plans," "seeks," "anticipates," "potential,"
"proposed," "will," "should," "could," "would," "may," "likely,"
"designed to," "foreseeable future," "believe," "scheduled" and
other similar expressions. Our actual results or outcomes may
differ materially from those anticipated. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date the statement was made.
Forward-looking statements include, but are not limited to,
statements with respect to:
- laws and regulations and any amendments thereto applicable to
our business and the impact thereof, including uncertainty
regarding the application of U.S. state and federal law to hemp
(including cannabidiol ("CBD")) products and the scope of any
regulations by the U.S. Food and Drug Administration, the U.S. Drug
Enforcement Administration, the U.S. Federal Trade Commission, the
U.S. Patent and Trademark Office, the U.S. Department of
Agriculture and any state equivalent regulatory agencies over hemp
(including CBD) products;
- expectations regarding the amount or frequency of impairment
losses, including as a result of the write-down of intangible
assets, including goodwill;
- our ability to refinance debt as and when required on terms
favorable to us and comply with covenants contained in our debt
facilities and debt instruments;
- the impacts of the Company's strategy to accelerate entry into
the U.S. cannabis market through the creation of Canopy
USA, including the costs and
benefits associated with the amendments made to the Canopy
USA structure to facilitate the
deconsolidation of the financial results of Canopy USA within the Company's financial
statements;
- expectations for Canopy USA to
capitalize on the opportunity for growth in the United States cannabis sector and the
anticipated benefits of such strategy;
- the timing and outcome of the floating share arrangement,
whereby, subject to the terms and conditions of a Floating Share
Arrangement Agreement (the "Floating Share Arrangement Agreement"),
Canopy USA is expected to acquire
all of the issued and outstanding Class D subordinate voting shares
(the "Floating Shares") of Acreage by way of a court-approved plan
on arrangement under the Business Corporations Act (British Columbia) (the "Floating Share
Arrangement") in exchange for 0.045 of a Company common share for
each Floating Share held, the anticipated benefits of the Floating
Share Arrangement, the anticipated timing and occurrence of the
acquisition of the Class E subordinate voting shares (the "Fixed
Shares") of Acreage pursuant to the exercise of the Acreage Option,
the anticipated timing and occurrence of the acquisition of the
Floating Shares by Canopy USA, the
satisfaction or waiver of the closing conditions set out in the
Floating Share Arrangement Agreement and the arrangement agreement
dated April 18, 2019, as amended on
May 15, 2019, September 23, 2020 and November 17, 2020 (the "Existing Acreage
Arrangement Agreement"), including receipt of all regulatory
approvals;
- the anticipated timing and occurrence of the acquisition of
Mountain High Products, LLC;
- the acquisition of additional Class A shares of Canopy
USA in connection with the
investment in Canopy USA by the
Huneeus 2017 Irrevocable Trust (the "Trust") in the aggregate
amount of up to US$20 million (the
"Trust Transaction"), including any warrants of Canopy USA issued to the Trust in accordance with the
share purchase agreement entered into by the Trust and Canopy
USA;
- the anticipated extension to the maturity date of the Term Loan
and the timing and occurrence of any prepayments of the Term Loan
in connection with the amendment to the credit agreement;
- expectations regarding the potential success of, and the costs
and benefits associated with, our acquisitions, strategic
alliances, equity investments and dispositions;
- the grant, renewal and impact of any license or supplemental
license to conduct activities with cannabis or any amendments
thereof;
- our international activities, including required regulatory
approvals and licensing, anticipated costs and timing, and expected
impact;
- our ability to successfully create and launch brands and
further create, launch and scale cannabis-based products and
hemp-derived consumer products in jurisdictions where such products
are legal and that we currently operate in;
- the benefits, viability, safety, efficacy, dosing and social
acceptance of cannabis, including CBD and other cannabinoids;
- our ability to maintain effective internal control over
financial reporting;
- our ability to continue as a going concern;
- expectations regarding the use of proceeds of equity
financings;
- the legalization of the use of cannabis for medical or
adult-use in jurisdictions outside of Canada, the related timing and impact thereof
and our intentions to participate in such markets, if and when such
use is legalized;
- our ability to execute on our strategy and the anticipated
benefits of such strategy;
- the ongoing impact of the legalization of additional cannabis
product types and forms for adult-use in Canada, including federal, provincial,
territorial and municipal regulations pertaining thereto, the
related timing and impact thereof and our intentions to participate
in such markets;
- the ongoing impact of developing provincial, state, territorial
and municipal regulations pertaining to the sale and distribution
of cannabis, the related timing and impact thereof, as well as the
restrictions on federally regulated cannabis producers
participating in certain retail markets and our intentions to
participate in such markets to the extent permissible;
- the timing and nature of legislative changes in the U.S.
regarding the regulation of cannabis including
tetrahydrocannabinol;
- the future performance of our business and operations;
- our competitive advantages and business strategies;
- the competitive conditions of the industry;
- the expected growth in the number of customers using our
products;
- our ability or plans to identify, develop, commercialize or
expand our technology and research and development initiatives in
cannabinoids, or the success thereof;
- expectations regarding revenues, expenses and anticipated cash
needs;
- expectations regarding cash flow, liquidity and sources of
funding;
- expectations regarding capital expenditures;
- the expansion of our production and manufacturing, the costs
and timing associated therewith and the receipt of applicable
production and sale licenses;
- expectations with respect to our growing, production and supply
chain capacities;
- expectations regarding the resolution of litigation and other
legal and regulatory proceedings, reviews and investigations;
- expectations with respect to future production costs;
- expectations with respect to future sales and distribution
channels and networks;
- the expected methods to be used to distribute and sell our
products;
- our future product offerings;
- the anticipated future gross margins of our operations;
- accounting standards and estimates;
- expectations regarding our distribution network;
- expectations regarding the costs and benefits associated with
our contracts and agreements with third parties, including under
our third-party supply and manufacturing agreements;
- our ability to comply with the listing requirements of the
Nasdaq Stock Market LLC and the Toronto Stock Exchange; and
- expectations on price changes in cannabis markets.
Certain of the forward-looking statements contained herein
concerning the industries in which we conduct our business are
based on estimates prepared by us using data from publicly
available governmental sources, market research, industry analysis
and on assumptions based on data and knowledge of these industries,
which we believe to be reasonable. However, although generally
indicative of relative market positions, market shares and
performance characteristics, such data is inherently imprecise. The
industries in which we conduct our business involve risks and
uncertainties that are subject to change based on various factors,
which are described further below.
The forward-looking statements contained herein are based upon
certain material assumptions , including: (i) management's
perceptions of historical trends, current conditions and expected
future developments; (ii) our ability to generate cash flow from
operations; (iii) general economic, financial market, regulatory
and political conditions in which we operate; (iv) the production
and manufacturing capabilities and output from our facilities,
strategic alliances and equity investments; (v) consumer interest
in our products; (vi) competition; (vii) anticipated and
unanticipated costs; (viii) government regulation of our activities
and products including but not limited to the areas of taxation and
environmental protection; (ix) the timely receipt of any required
regulatory authorizations, approvals, consents, permits and/or
licenses; * our ability to obtain qualified staff, equipment and
services in a timely and cost-efficient manner; (xi) our ability to
conduct operations in a safe, efficient and effective manner; (xii)
our ability to realize anticipated benefits, synergies or generate
revenue, profits or value from our recent acquisitions into our
existing operations; and (xiii) other considerations that
management believes to be appropriate in the circumstances. While
our management considers these assumptions to be reasonable based
on information currently available to management, there is no
assurance that such expectations will prove to be correct.
Financial outlooks, as with forward-looking statements generally,
are, without limitation, based on the assumptions and subject to
various risks as set out herein. Our actual financial position and
results of operations may differ materially from management's
current expectations.
By their nature, forward-looking statements are subject to
inherent risks and uncertainties that may be general or specific
and which give rise to the possibility that expectations,
forecasts, predictions, projections or conclusions will not prove
to be accurate, that assumptions may not be correct and that
objectives, strategic goals and priorities will not be achieved. A
variety of factors, including known and unknown risks, many of
which are beyond our control, could cause actual results to differ
materially from the forward-looking statements in this press
release and other reports we file with, or furnish to, the SEC and
other regulatory agencies and made by our directors, officers,
other employees and other persons authorized to speak on our
behalf. Such factors include, without limitation, our limited
operating history; our ability to continue as a going concern;
risks that we may be required to write down intangible assets,
including goodwill, due to impairment; the adequacy of our capital
resources and liquidity, including but not limited to, availability
of sufficient cash flow to execute our business plan (either within
the expected timeframe or at all); our ability to maintain an
effective system of internal control; the diversion of management
time on matters related to Canopy USA; the ability of parties to certain
transactions to receive, in a timely manner and on satisfactory
terms, the necessary regulatory approvals; the risks that the
Trust's future ownership interest in Canopy USA is not quantifiable, and the Trust may
have significant ownership and influence over Canopy USA; the risks relating to the conditions set
forth in the Floating Share Arrangement Agreement and the Existing
Acreage Arrangement Agreement not being satisfied or waived; the
risks related to Acreage's financial statements expressing doubt
about its ability to continue as a going concern; the risks in the
event that Acreage cannot satisfy its debt obligations as they
become due;; volatility in and/or degradation of general economic,
market, industry or business conditions; risks relating to our
current and future operations in emerging markets; compliance with
applicable environmental, economic, health and safety, energy and
other policies and regulations and in particular health concerns
with respect to vaping and the use of cannabis products in vaping
devices; risks and uncertainty regarding future product
development; changes in regulatory requirements in relation to our
business and products; our reliance on licenses issued by and
contractual arrangements with various federal, state and provincial
governmental authorities; inherent uncertainty associated with
projections; future levels of revenues and the impact of increasing
levels of competition; third-party manufacturing risks; third-party
transportation risks; inflation risks; our exposure to risks
related to an agricultural business, including wholesale price
volatility and variable product quality; changes in laws,
regulations and guidelines and our compliance with such laws,
regulations and guidelines; risks relating to inventory write
downs; risks relating to our ability to refinance debt as and when
required on terms favorable to us and to comply with covenants
contained in our debt facilities and debt instruments; risks
associated with jointly owned investments; our ability to manage
disruptions in credit markets or changes to our credit ratings; the
success or timing of completion of ongoing or anticipated capital
or maintenance projects; risks related to the integration of
acquired businesses; the timing and manner of the legalization of
cannabis in the United States;
business strategies, growth opportunities and expected investment;
counterparty risks and liquidity risks that may impact our ability
to obtain loans and other credit facilities on favorable terms; the
potential effects of judicial, regulatory or other proceedings,
litigation or threatened litigation or proceedings, or reviews or
investigations, on our business, financial condition, results of
operations and cash flows; risks associated with divestment and
restructuring; the anticipated effects of actions of third parties
such as competitors, activist investors or federal, state,
provincial, territorial or local regulatory authorities,
self-regulatory organizations, plaintiffs in litigation or persons
threatening litigation; consumer demand for cannabis and hemp
products; the implementation and effectiveness of key personnel
changes; risks related to stock exchange restrictions; risks
related to the protection and enforcement of our intellectual
property rights; the risks related to our exchangeable shares
having different rights from our common shares and there may never
be a trading market for our exchangeable shares; future levels of
capital, environmental or maintenance expenditures, general and
administrative and other expenses; and the factors discussed under
the heading "Risk Factors" in the Company's Annual Report on Form
10-K for the fiscal year ended March 31,
2024 and in Item 1A of Part II of the Form 10-Q for the
fiscal quarter ended June 30, 2024 to
be filed with the SEC. Readers are cautioned to consider these and
other factors, uncertainties and potential events carefully and not
to put undue reliance on forward-looking statements.
Forward-looking statements are provided for the purposes of
assisting the reader in understanding our financial performance,
financial position and cash flows as of and for periods ended on
certain dates and to present information about management's current
expectations and plans relating to the future, and the reader is
cautioned that the forward-looking statements may not be
appropriate for any other purpose. While we believe that the
assumptions and expectations reflected in the forward-looking
statements are reasonable based on information currently available
to management, there is no assurance that such assumptions and
expectations will prove to have been correct. Forward-looking
statements are made as of the date they are made and are based on
the beliefs, estimates, expectations and opinions of management on
that date. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information,
estimates or opinions, future events or results or otherwise or to
explain any material difference between subsequent actual events
and such forward-looking statements, except as required by law. The
forward-looking statements contained in this press release and
other reports we file with, or furnish to, the SEC and other
regulatory agencies and made by our directors, officers, other
employees and other persons authorized to speak on our behalf are
expressly qualified in their entirety by these cautionary
statements.
Schedule 1
CANOPY GROWTH
CORPORATION CONDENSED INTERIM CONSOLIDATED BALANCE
SHEETS (in thousands of Canadian dollars, except number of
shares and per share data, unaudited)
|
|
|
|
June 30,
2024
|
|
|
March 31,
2024
|
|
ASSETS
|
|
Current
assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
192,156
|
|
|
$
|
170,300
|
|
Short-term
investments
|
|
|
2,766
|
|
|
|
33,161
|
|
Restricted short-term
investments
|
|
|
7,691
|
|
|
|
7,310
|
|
Amounts receivable,
net
|
|
|
50,889
|
|
|
|
51,847
|
|
Inventory
|
|
|
84,518
|
|
|
|
77,292
|
|
Assets of discontinued
operations
|
|
|
-
|
|
|
|
8,038
|
|
Prepaid expenses and
other assets
|
|
|
19,773
|
|
|
|
23,232
|
|
Total current
assets
|
|
|
357,793
|
|
|
|
371,180
|
|
Equity method
investments
|
|
|
150,669
|
|
|
|
-
|
|
Other financial
assets
|
|
|
297,865
|
|
|
|
437,629
|
|
Property, plant and
equipment
|
|
|
315,022
|
|
|
|
320,103
|
|
Intangible
assets
|
|
|
98,956
|
|
|
|
104,053
|
|
Goodwill
|
|
|
43,368
|
|
|
|
43,239
|
|
Other assets
|
|
|
22,555
|
|
|
|
24,126
|
|
Total
assets
|
|
$
|
1,286,228
|
|
|
$
|
1,300,330
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
Current
liabilities:
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
25,488
|
|
|
$
|
28,673
|
|
Other accrued expenses
and liabilities
|
|
|
51,293
|
|
|
|
54,039
|
|
Current portion of
long-term debt
|
|
|
2,457
|
|
|
|
103,935
|
|
Other
liabilities
|
|
|
87,361
|
|
|
|
48,068
|
|
Total current
liabilities
|
|
|
166,599
|
|
|
|
234,715
|
|
Long-term
debt
|
|
|
558,489
|
|
|
|
493,294
|
|
Other
liabilities
|
|
|
28,217
|
|
|
|
71,814
|
|
Total
liabilities
|
|
|
753,305
|
|
|
|
799,823
|
|
Commitments and
contingencies
|
|
|
|
|
|
|
Canopy Growth
Corporation shareholders' equity:
|
|
|
|
|
|
|
Share capital
Common shares - $nil par value; Authorized -
unlimited; Issued and
outstanding - 80,999,437 shares and 91,115,501 shares,
respectively.
Exchangeable shares - $nil par value; Authorized -
unlimited; Issued
and outstanding - 26,261,474 shares and nil shares,
respectively.
|
|
|
8,393,936
|
|
|
|
8,244,301
|
|
Additional paid-in
capital
|
|
|
2,617,703
|
|
|
|
2,602,148
|
|
Accumulated other
comprehensive loss
|
|
|
(21,548)
|
|
|
|
(16,051)
|
|
Deficit
|
|
|
(10,457,168)
|
|
|
|
(10,330,030)
|
|
Total Canopy Growth
Corporation shareholders' equity
|
|
|
532,923
|
|
|
|
500,368
|
|
Noncontrolling
interests
|
|
|
-
|
|
|
|
139
|
|
Total shareholders'
equity
|
|
|
532,923
|
|
|
|
500,507
|
|
Total liabilities and
shareholders' equity
|
|
$
|
1,286,228
|
|
|
$
|
1,300,330
|
|
Schedule 2
CANOPY GROWTH
CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (in
thousands of Canadian dollars, except number of shares and per
share data, unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
|
|
2024
|
|
|
2023
|
|
Revenue
|
|
$
|
75,783
|
|
|
$
|
88,644
|
|
Excise taxes
|
|
|
9,571
|
|
|
|
12,386
|
|
Net revenue
|
|
|
66,212
|
|
|
|
76,258
|
|
Cost of goods
sold
|
|
|
43,181
|
|
|
|
62,496
|
|
Gross
margin
|
|
|
23,031
|
|
|
|
13,762
|
|
Operating
expenses
|
|
|
|
|
|
|
Selling, general and
administrative expenses
|
|
|
47,968
|
|
|
|
62,763
|
|
Share-based
compensation
|
|
|
4,151
|
|
|
|
3,717
|
|
Loss on asset
impairment and restructuring
|
|
|
20
|
|
|
|
1,934
|
|
Total operating
expenses
|
|
|
52,139
|
|
|
|
68,414
|
|
Operating loss from
continuing operations
|
|
|
(29,108)
|
|
|
|
(54,652)
|
|
Other income
(expense), net
|
|
|
(93,889)
|
|
|
|
46,101
|
|
Loss from continuing
operations before income taxes
|
|
|
(122,997)
|
|
|
|
(8,551)
|
|
Income tax
expense
|
|
|
(6,194)
|
|
|
|
(2,018)
|
|
Net loss from
continuing operations
|
|
|
(129,191)
|
|
|
|
(10,569)
|
|
Discontinued
operations, net of income tax
|
|
|
2,053
|
|
|
|
(31,292)
|
|
Net loss
|
|
|
(127,138)
|
|
|
|
(41,861)
|
|
Discontinued
operations attributable to noncontrolling interests
and redeemable noncontrolling interest
|
|
|
-
|
|
|
|
(3,740)
|
|
Net loss attributable
to Canopy Growth Corporation
|
|
$
|
(127,138)
|
|
|
$
|
(38,121)
|
|
|
|
|
|
|
|
|
Basic and diluted
loss per share1
|
|
|
|
|
|
|
Continuing
operations
|
|
$
|
(1.63)
|
|
|
$
|
(0.19)
|
|
Discontinued
operations
|
|
|
0.03
|
|
|
|
(0.50)
|
|
Basic and diluted loss
per share
|
|
$
|
(1.60)
|
|
|
$
|
(0.69)
|
|
Basic and diluted
weighted average common shares
outstanding1
|
|
|
79,243,020
|
|
|
|
55,045,936
|
|
1 Prior
year share and per share amounts have been retrospectively adjusted
to reflect the Share Consolidation, which became effective on
December 15, 2023.
|
Schedule 3
CANOPY GROWTH
CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (in
thousands of Canadian dollars, unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
|
|
2024
|
|
|
2023
|
|
Cash flows from
operating activities:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(127,138)
|
|
|
$
|
(41,861)
|
|
Gain (loss) from
discontinued operations, net of income tax
|
|
|
2,053
|
|
|
|
(31,292)
|
|
Net loss from
continuing operations
|
|
|
(129,191)
|
|
|
|
(10,569)
|
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
Depreciation of
property, plant and equipment
|
|
|
5,682
|
|
|
|
10,689
|
|
Amortization of
intangible assets
|
|
|
5,348
|
|
|
|
6,422
|
|
Share-based
compensation
|
|
|
4,151
|
|
|
|
3,717
|
|
Loss on asset
impairment and restructuring
|
|
|
86
|
|
|
|
10,582
|
|
Income tax
expense
|
|
|
6,194
|
|
|
|
2,018
|
|
Non-cash fair value
adjustments and charges related to
settlement of long-term debt
|
|
|
79,793
|
|
|
|
(68,455)
|
|
Change in operating
assets and liabilities, net of effects from
purchases of businesses:
|
|
|
|
|
|
|
Amounts
receivable
|
|
|
668
|
|
|
|
(20,410)
|
|
Inventory
|
|
|
(7,008)
|
|
|
|
2,237
|
|
Prepaid expenses and
other assets
|
|
|
(185)
|
|
|
|
404
|
|
Accounts payable and
accrued liabilities
|
|
|
(5,911)
|
|
|
|
(18,015)
|
|
Other, including
non-cash foreign currency
|
|
|
(11,407)
|
|
|
|
(24,839)
|
|
Net cash used in
operating activities - continuing operations
|
|
|
(51,780)
|
|
|
|
(106,219)
|
|
Net cash used in
operating activities - discontinued operations
|
|
|
-
|
|
|
|
(42,452)
|
|
Net cash used in
operating activities
|
|
|
(51,780)
|
|
|
|
(148,671)
|
|
Cash flows from
investing activities:
|
|
|
|
|
|
|
Purchases of and
deposits on property, plant and equipment
|
|
|
(3,920)
|
|
|
|
(1,946)
|
|
Purchases of
intangible assets
|
|
|
(14)
|
|
|
|
(304)
|
|
Proceeds on sale of
property, plant and equipment
|
|
|
4,926
|
|
|
|
83,143
|
|
Redemption of
short-term investments
|
|
|
30,022
|
|
|
|
72,153
|
|
Net cash outflow on
sale or deconsolidation of subsidiaries
|
|
|
(6,968)
|
|
|
|
-
|
|
Net cash inflow on
loan receivable
|
|
|
28,103
|
|
|
|
367
|
|
Investment in other
financial assets
|
|
|
(95,335)
|
|
|
|
(472)
|
|
Other investing
activities
|
|
|
-
|
|
|
|
(10,556)
|
|
Net cash (used in)
provided by investing activities - continuing operations
|
|
|
(43,186)
|
|
|
|
142,385
|
|
Net cash provided by
investing activities - discontinued operations
|
|
|
10,157
|
|
|
|
189
|
|
Net cash (used in)
provided by investing activities
|
|
|
(33,029)
|
|
|
|
142,574
|
|
Cash flows from
financing activities:
|
|
|
|
|
|
|
Proceeds from issuance
of common shares and warrants
|
|
|
53,854
|
|
|
|
-
|
|
Issuance of long-term
debt and convertible debentures
|
|
|
68,255
|
|
|
|
-
|
|
Repayment of long-term
debt
|
|
|
(11,836)
|
|
|
|
(118,277)
|
|
Other financing
activities
|
|
|
(4,498)
|
|
|
|
(14,833)
|
|
Net cash provided by
(used in) financing activities
|
|
|
105,775
|
|
|
|
(133,110)
|
|
Effect of exchange rate
changes on cash and cash equivalents
|
|
|
890
|
|
|
|
(4,534)
|
|
Net increase
(decrease) in cash and cash equivalents
|
|
|
21,856
|
|
|
|
(143,741)
|
|
Cash and cash
equivalents, beginning of period1
|
|
|
170,300
|
|
|
|
677,007
|
|
Cash and cash
equivalents, end of period2
|
|
$
|
192,156
|
|
|
$
|
533,266
|
|
1 Includes
cash of our discontinued operations of $nil and $9,314 for March
31, 2024 and 2023, respectively.
|
|
2 Includes
cash of our discontinued operations of $nil and $9,816 for June 30,
2024 and 2023, respectively.
|
|
Schedule 4
Adjusted Gross
Margin1 Reconciliation
(Non-GAAP Measure)
|
|
|
|
Three months ended June
30,
|
|
(in thousands of
Canadian dollars except where indicated; unaudited)
|
|
2024
|
|
|
2023
|
|
Net revenue
|
|
$
|
66,212
|
|
|
$
|
76,258
|
|
|
|
|
|
|
|
|
Gross margin, as
reported
|
|
|
23,031
|
|
|
|
13,762
|
|
Adjusted gross
margin1
|
|
$
|
23,031
|
|
|
$
|
13,762
|
|
|
|
|
|
|
|
|
Adjusted gross margin
percentage1
|
|
|
35
|
%
|
|
|
18
|
%
|
1 Adjusted
gross margin and adjusted gross margin percentage are non-GAAP
measures. See "Non-GAAP Measures".
|
|
Schedule 5
Adjusted
EBITDA1 Reconciliation (Non-GAAP
Measure)
|
|
|
|
|
|
|
|
|
Three months ended June
30,
|
|
(in thousands of
Canadian dollars, unaudited)
|
|
2024
|
|
|
2023
|
|
Net loss from
continuing operations
|
|
$
|
(129,191)
|
|
|
$
|
(10,569)
|
|
Income tax
expense
|
|
|
6,194
|
|
|
|
2,018
|
|
Other (income) expense,
net
|
|
|
93,889
|
|
|
|
(46,101)
|
|
Share-based
compensation
|
|
|
4,151
|
|
|
|
3,717
|
|
Acquisition,
divestiture, and other costs
|
|
|
8,627
|
|
|
|
8,904
|
|
Depreciation and
amortization2
|
|
|
11,030
|
|
|
|
17,111
|
|
Loss on asset
impairment and restructuring
|
|
|
20
|
|
|
|
1,934
|
|
Adjusted
EBITDA1
|
|
$
|
(5,280)
|
|
|
$
|
(22,986)
|
|
1Adjusted
EBITDA is a non-GAAP measure. See "Non-GAAP Measures".
|
|
2 From
Consolidated Statements of Cash Flows.
|
|
|
|
|
|
|
Schedule 6
Free Cash
Flow1 Reconciliation
(Non-GAAP Measure)
|
|
|
|
|
|
|
|
|
Three months ended June
30,
|
|
(in thousands of
Canadian dollars, unaudited)
|
|
2024
|
|
|
2023
|
|
Net cash used in
operating activities - continuing operations
|
|
|
(51,780)
|
|
|
|
(106,219)
|
|
Purchases of and
deposits on property, plant and equipment
- continuing operations
|
|
|
(3,920)
|
|
|
|
(1,946)
|
|
Free cash flow -
continuing operations1
|
|
|
(55,700)
|
|
|
|
(108,165)
|
|
1Free cash
flow is a non-GAAP measure. See "Non-GAAP Measures".
|
|
Schedule 7
Segmented Gross
Margin and Segmented Adjusted Gross Margin1 Reconciliation (Non-GAAP
Measure)
|
|
|
|
Three months ended June
30,
|
|
(in thousands of
Canadian dollars except where indicated; unaudited)
|
2024
|
|
|
2023
|
|
Canada cannabis
segment
|
|
|
|
|
|
|
Net revenue
|
|
$
|
37,678
|
|
|
$
|
39,893
|
|
Gross margin, as
reported
|
|
|
12,094
|
|
|
|
(268)
|
|
Gross margin
percentage, as reported
|
|
|
32
|
%
|
|
|
(1)
|
%
|
.
|
|
|
|
|
|
|
Adjusted gross
margin1
|
|
$
|
12,094
|
|
|
$
|
(268)
|
|
Adjusted gross margin
percentage1
|
|
|
32
|
%
|
|
|
(1)
|
%
|
|
|
|
|
|
|
|
International
markets cannabis segment
|
|
|
|
|
|
|
Revenue
|
|
$
|
10,082
|
|
|
$
|
10,162
|
|
Gross margin, as
reported
|
|
|
3,625
|
|
|
|
3,481
|
|
Gross margin
percentage, as reported
|
|
|
36
|
%
|
|
|
34
|
%
|
.
|
|
|
|
|
|
|
Adjusted gross
margin1
|
|
$
|
3,625
|
|
|
$
|
3,481
|
|
Adjusted gross margin
percentage1
|
|
|
36
|
%
|
|
|
34
|
%
|
|
|
|
|
|
|
|
Storz & Bickel
segment
|
|
|
|
|
|
|
Revenue
|
|
$
|
18,452
|
|
|
$
|
18,073
|
|
Gross margin, as
reported
|
|
|
7,312
|
|
|
|
7,707
|
|
Gross margin
percentage, as reported
|
|
|
40
|
%
|
|
|
43
|
%
|
|
|
|
|
|
|
|
Adjusted gross
margin1
|
|
$
|
7,312
|
|
|
$
|
7,707
|
|
Adjusted gross margin
percentage1
|
|
|
40
|
%
|
|
|
43
|
%
|
|
|
|
|
|
|
|
This Works
segment
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
6,017
|
|
Gross margin, as
reported
|
|
|
-
|
|
|
|
2,895
|
|
Gross margin
percentage, as reported
|
|
|
0
|
%
|
|
|
48
|
%
|
.
|
|
|
|
|
|
|
Adjusted gross
margin1
|
|
$
|
-
|
|
|
$
|
2,895
|
|
Adjusted gross margin
percentage1
|
|
|
0
|
%
|
|
|
48
|
%
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
2,113
|
|
Gross margin, as
reported
|
|
|
-
|
|
|
|
(53)
|
|
Gross margin
percentage, as reported
|
|
|
0
|
%
|
|
|
(3)
|
%
|
|
|
|
|
|
|
|
Adjusted gross
margin1
|
|
$
|
-
|
|
|
$
|
(53)
|
|
Adjusted gross margin
percentage1
|
|
|
0
|
%
|
|
|
(3)
|
%
|
1 Adjusted
gross margin and adjusted gross margin percentage are non-GAAP
measures. See "Non-GAAP Measures".
|
|
|
|
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SOURCE Canopy Growth Corporation