Strong execution drove significant improvement
in gross margins and reduced cash burn in Q2 FY2024
Management reaffirms expectation to achieve
positive Adjusted EBITDA in all business units exiting
FY2024
Solidified foundation expected to deliver
profitable growth and achieve sustainable cannabis market
leadership
SMITHS
FALLS, ON, Nov. 9, 2023 /PRNewswire/ - Canopy
Growth Corporation ("Canopy Growth" or the "Company") (TSX: WEED)
(Nasdaq: CGC) today announces its financial results for the second
quarter ended September 30, 2023. All
financial information in this press release is reported in Canadian
dollars, unless otherwise indicated.
Highlights
- Canadian cannabis business delivered its third consecutive
quarter of organic revenue growth while significantly reducing
costs.
- Achieved Q2 FY2024 net revenue of $70 MM. Consolidated gross margin was 34% in Q2
FY2024, compared to (1%) in Q2 FY2023, primarily driven by the
business transformation initiatives executed since the beginning of
FY2023.
- Delivered additional cost reduction of $54 MM in Q2 FY2024, bringing the total cost
reduction to $226 MM since the
beginning of FY2023. Management is tightening its previously
announced cost reduction target to $270 MM – $300 MM
by the end of FY2024.
- With the completed sale of the Company's Hershey Drive
facility, generated aggregate gross proceeds of approximately
$155 MM from facilities sales since
April 1, 2023.
- Reduced overall debt by $364 MM
to $681 MM in Q2 FY2024; total debt
reduction of approximately $1 BN
delivered since the beginning of FY2023.
"Canopy Growth has successfully transformed into an asset-light,
cannabis-focused company with a stronger balance sheet. These
actions have resulted in a Company that looks and operates
fundamentally different than before, a Canopy Growth that is
purpose-built for the markets and geographies of greatest
opportunity."
David Klein, Chief Executive
Officer
"Our financial results demonstrated marked improvement this
quarter, including significant gross margin gains and reduced cash
burn. This enhanced performance, together with a series of
completed balance sheet strengthening actions, has solidified our
foundation and set the stage for profitable growth
ahead."
Judy Hong, Chief Financial
Officer
Second Quarter Fiscal 2024 Financial Summary
(in millions of Canadian
dollars, unaudited)
|
|
Net Revenue
|
Gross margin
percentage
|
Adjusted
gross margin
percentage1
|
Net loss
|
Adjusted
EBITDA2
|
Free cash
flow3
|
Reported
|
|
$69.6
|
34 %
|
33 %
|
$(148.2)
|
$(11.9)
|
$(67.1)
|
vs. Q2
FY2023
|
|
(21 %)
|
3,500 bps
|
2,800 bps
|
25 %
|
79 %
|
32 %
|
Financial Highlights
- Canadian cannabis business delivered net revenue of
$39 MM in Q2 FY2024. Canadian medical
cannabis net revenue increased by 6% compared to the prior year
period against the backdrop of a declining medical cannabis
market.
- Canadian cannabis gross margins improved to 36% in Q2 FY2024.
Adjusted gross margin, excluding reversal of the prior
restructuring charge, was 34% in Q2 FY2024, up 4,900 basis points
from Q2 FY2023. The year-over-year improvement is primarily driven
by reduction in operational costs from the business transformation
initiatives as well as opportunistic use of lower cost inputs.
Since the beginning of FY2023, the Canadian business generated
approximately $80 MM savings in Cost
of Goods Sold (COGS).
- Sales & Marketing, General & Administrative, and
Research & Development expenses totaled $40 MM in Q2 FY2024, down approximately
$32 MM from Q2 FY2023.
- Operating loss from continuing operations narrowed to
$7 MM in Q2 FY2024. Adjusted EBITDA
loss was $12 MM in Q2 FY2024,
compared to a loss of $56 MM in Q2
FY2023, driven by the business transformation and cost reduction
actions taken to date.
- Free cash flow from continuing operations of $(67) MM comprised of cash from operations, which
included $28 MM of cash interest
payment, and capital expenditure of $1 MM in Q2 FY2024.
- Net debt balance was $411 MM at
September 30, 2023, compared to
$474 MM at June 30, 2023.
Business Highlights
Improved product portfolio driving profitable growth of
Canadian cannabis business
- Continued enhancements to the Company's cannabis flower
quality, leveraging new genetics, cultivation procedures and
post-harvest processes, have enabled the Company to consistently
produce new high-quality cannabis flower products. Flower
innovations have performed well in market.
- Distribution of high-quality cannabis flower was instrumental
in the Company becoming a top 3 supplier of cannabis flower to
British Columbia cannabis stores
during Q2 FY2024, up from 11th in Q2 FY2023.4
- Illustrating quality and consumer appeal of flower being
produced by the Company, Tweed Kush Mints was nominated for a 2023
Karma Cup award in the Hybrid Flower category.
- Canadian medical business delivered 4th consecutive quarter of
revenue growth. Wana gummies are available to the Company's
registered medical cannabis patients in Canada through the Spectrum web site.
- The Company is executing a plan to re-introduce the Wana brand
in the Canadian adult-use cannabis market including planned new
product introductions and active outreach to key retailers in 2H
FY2024.
Strong demand is expected to accelerate growth in
international medical cannabis markets
- Responding to market opportunities, the Company started
shipping 5 new SKUs to international medical markets in Q3 FY2024.
Additional product SKUs are expected to be launched over the coming
months.
- Company is increasing focus on the growing Australian medical
cannabis market; Canopy Growth's Australian medical cannabis
business has generated 10 straight quarters of revenue growth.
- Successful attainment of EU-GMP certification of the
Kincardine, Ontario cultivation
facility bolsters the Company's ability to supply international
medical cannabis markets.
Expanded Storz & Bickel product portfolio with
introduction of new Venty portable vaporizer
- Venty vaporizer features adjustable airflow up to an industry
leading 20 liters per minute maximum, short 20 second heat up time,
precise single degree temperature control from 40C to 210C and fast
USB-C charging.
U.S. THC platform demonstrates asset-light growth
capabilities
- In August 2023, Wana5
launched 11 new product SKUs in 4 existing markets. During the
quarter, Wana executed two agreements for new state launches
expected in Q1 CY2024.
- In July 2023, Jetty6
introduced its award-winning vape products in Colorado and achieved #3 market share in the
solventless vape cartridge category in that state just 3 months
after launch7. In August
2023, Jetty expanded its product offering in California with the launch of a family of OCal
Certified (California cannabis
comparable-to-organic certification) solventless vapes.
- On November 1, 2023,
Acreage8 debuted its Superflux craft cannabis brand in
New Jersey. The initial launch
will introduce four limited-edition, small-batch flower strains
crafted with bespoke genetics, including Red Carpet Runtz and Silly
Rabbit.
On November 3, 2023, we received a
letter from the staff of the SEC (the "Staff") in which the Staff
indicated that, despite the Reorganization Amendments, it would
object to the deconsolidation of Canopy USA once Canopy USA acquires Wana, Jetty or the Fixed Shares
of Acreage. We are currently assessing additional structural
amendments to Canopy USA that
would facilitate the deconsolidation of Canopy USA from the financial results of Canopy
Growth, and intend to maintain active discussions with the Staff on
such changes.
Second Quarter Fiscal 2024 Revenue Review9
Revenue by Channel
(in millions of
Canadian dollars, unaudited)
|
|
Q2
FY2024
|
Q2
FY2023
|
Vs. Q2
FY2023
|
Canada
cannabis
|
|
|
|
|
Canadian adult-use
cannabis
|
|
|
|
|
Business-to-business10
|
|
$24.0
|
$25.3
|
(5 %)
|
Business-to-consumer
|
|
$-
|
$12.8
|
(100 %)
|
|
|
$24.0
|
$38.1
|
(37 %)
|
Canadian medical
cannabis11
|
|
$15.0
|
$14.2
|
6 %
|
|
|
$39.0
|
$52.3
|
(25 %)
|
|
|
|
|
|
Rest-of-world
cannabis12
|
|
$9.0
|
$10.5
|
(14 %)
|
Storz &
Bickel
|
|
$12.0
|
$13.5
|
(11 %)
|
This
Works
|
|
$7.1
|
$6.9
|
3 %
|
Other
|
|
$2.5
|
$4.7
|
(47 %)
|
|
|
|
|
|
Net
revenue
|
|
$69.6
|
$87.9
|
(21 %)
|
The Q2 FY2024 and Q2 FY2023 financial results presented in this
press release have been prepared in accordance with U.S. GAAP.
Webcast and Conference Call Information
The Company will host a conference call and audio webcast with
David Klein, CEO and Judy Hong, CFO at 5:30 PM
Eastern Time on November 9, 2023.
Webcast Information
A live audio webcast will be available at
https://app.webinar.net/8jnJ0EJDRBz
Replay Information
A replay will be accessible by webcast until 11:59 PM Eastern Time on February 7, 2024 at
https://app.webinar.net/8jnJ0EJDRBz
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 September 30, 2023 (the "Form 10-Q") to be filed
with the Securities and Exchange Commission (the "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 to be 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 to be filed with the SEC.
1 Adjusted
gross margin is a non-GAAP measure, and for Q2 FY2024 excludes
$(0.7) MM of restructuring cost reversals recorded in cost of goods
sold (Q2 FY2023 - excludes $4.8 MM 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.
2 Adjusted EBITDA is a non-GAAP measure. See "Non-GAAP
Measures" and Schedule 5 for a reconciliation of net loss to
Adjusted EBITDA.
3 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.
4 Unless
otherwise indicated, market share data disclosed in this press
release is calculated using the Company's internal proprietary
market share tool that utilizes point of sales data supplied by
third-party data providers and government agencies.
5 Until such
time as Canopy USA (as defined herein) elects to exercise its
rights to acquire Mountain High Products, LLC, Wana Wellness,
LLC and The Cima Group, LLC (collectively, "Wana"), Canopy USA will
have no direct or indirect economic or voting interests in Wana,
Canopy USA will not directly or indirectly control Wana, and Canopy
USA, on the one hand, and Wana, on the other hand, will continue to
operate independently of one another. The Company holds non-voting
and non-participating shares in Canopy USA that are exchangeable
into common shares of Canopy USA.
6 Until such time as Canopy USA elects to exercise its
rights to acquire Lemurian, Inc. ("Jetty"), Canopy USA will have no
direct or indirect economic or voting interests in Jetty, Canopy
USA will not directly or indirectly control Jetty, and Canopy USA,
on the one hand, and Jetty, on the other hand, will continue to
operate independently of one another. The Company holds non-voting
and non-participating shares in Canopy USA that are exchangeable
into common shares o Canopy USA.
7 Based on October 2023 BDSA data for dollars sold for
all product categories.
8 Until such time as the rights to acquire Acreage
Holdings, Inc. ("Acreage") are exercised, neither the Company nor
Canopy USA will have any direct or indirect economic or voting
interests in Acreage, neither the Company nor Canopy USA will
directly or indirectly control Acreage, and each of the Company,
Canopy USA and Acreage will continue to operate independently of
one another. The Company holds non-voting and non-participating
shares in Canopy USA that are exchangeable into common shares of
Canopy USA.
9 In Q2
FY2024, we are reporting our financial results for the following
four reportable segments: (i) Canada cannabis; (ii) rest-of-world
cannabis; (iii) Storz & Bickel; and (iv)
This Works. Information regarding segment net revenue and segment
gross margin for the comparative periods has been restated to
reflect the
aforementioned change in reportable segments.
10 For Q2 FY2024, amount is net of excise taxes of $10.8
MM and other revenue adjustments of $0.5 MM (Q2 FY2023 - $11.4 MM
and $0.4 MM, respectively).
11 For Q2 FY2024, amount is net of excise taxes of $1.7
MM (Q2 FY2023 - $1.1 MM).
12 For Q2 FY2024, amount reflects other revenue
adjustments of $0.1 MM (Q2 FY2023 - $0.5 MM).
|
About Canopy Growth
Canopy Growth is a leading North American cannabis and consumer
packaged goods ("CPG") 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.
Canopy Growth's CPG portfolio features targeted 24-hour skincare
and wellness solutions from This Works, gourmet wellness products
by Martha Stewart CBD, and 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
its rights to Acreage, a vertically integrated multi-state cannabis
operator with principal operations in densely populated states
across the Northeast, as well as Wana
Brands, a leading cannabis edible brand in North America, and Jetty Extracts, a
California-based producer of
high–quality cannabis extracts and pioneer of clean vape
technology.
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.
References to information included on, or accessible through,
website do not constitute incorporation by reference of the
information contained at or available through such websites, and
you should not consider such information to be part of this press
release.
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:
- the Company's ability to transform to an "asset light" model
and to further reduce costs and to deliver further SG&A and
COGS reduction of $270 MM to
$300 MM in the aggregate;
- the Company's ability to achieve profitable growth in its core
businesses and position itself for North American cannabis
leadership;
- the Company's ability to achieve positive Adjusted EBITDA
across its business units exiting FY2024 and further enhance its
financial position;
- expectations regarding the development and outcome of
proceedings commenced by BioSteel Sports Nutrition Inc. under the
CCAA in the Ontario Superior Court of Justice and the recognition
of that proceeding under Chapter 15 of the United States Bankruptcy
Code;
- 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 U.S.
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 (the "USDA") and any state equivalent regulatory
agencies over U.S. 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 Company's ability to execute on its strategy to accelerate
the Company's entry into the U.S. cannabis market through the
creation of Canopy USA (the
"Reorganization");
- expectations regarding the potential success of, and the costs
and benefits associated, with the Reorganization;
- expectations regarding the Company's ability deconsolidate the
financial results of Canopy USA
from the financial results of Canopy Growth upon Canopy
USA's acquisition of Wana, Jetty
and the Fixed Shares of Acreage;
- expectations regarding the potential success of, and the costs
and benefits associated with, the comprehensive steps and actions
being undertaken by the Company with respect to its Canadian
operations (the "Canadian Transformation Plan") including any
progress, challenges and effects related thereto as well as changes
in strategy, metrics, investments, operating expenses, employee
turnover and other changes with respect thereto;
- expectations related to our announcement of certain
restructuring actions, the Reorganization, the Canadian
Transformation Plan and any progress, challenges and effects
related thereto as well as changes in strategy, metrics,
investments, costs, operating expenses, employee turnover and other
changes with respect thereto;
- expectations 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 arrangement agreement we entered
into with Acreage and Canopy USA
on October 24, 2022, as amended (the
"Floating Share Arrangement Agreement)", the anticipated benefits
of such arrangement, the anticipated timing of the acquisition of
Acreage's Class E subordinate voting shares (the "Fixed Shares")
and Class D subordinated voting shares by Canopy USA, the satisfaction or waiver of the closing
conditions set out in the Floating Share Arrangement Agreement and
the arrangement agreement we previously entered into with Acreage
on April 18, 2019, as amended,
including receipt of all regulatory approvals, and the anticipated
timing and occurrence of the Company's exercise of the option to
acquire the Fixed Shares and closing of such transaction;
- expectations regarding the Company's contemplated asset sales
and the direction of certain proceeds from such asset sales;
- expectations regarding the laws and regulations and any
amendments thereto relating to the U.S. hemp industry in the U.S.,
including the promulgation of regulations for the U.S. hemp
industry by the USDA and relevant state regulatory
authorities;
- expectations regarding the potential success of, and the costs
and benefits associated with, our acquisitions, joint ventures,
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 and joint venture interests,
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 U.S.
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 remediation plan and our ability to remediate the material
weaknesses in our internal control over financial reporting;
- our ability to continue as a going concern;
- the anticipated benefits and impact of the investments in us
(the "CBI Group Investments") from Constellation Brands, Inc. and
its affiliates (collectively, the "CBI Group");
- the potential exercise of the warrants held by the CBI Group,
pre-emptive rights and/or top-up rights held by the CBI Group;
- expectations regarding the use of proceeds of equity
financings, including the proceeds from the CBI Group
Investments;
- 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, 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
("THC");
- 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 that were applied in drawing a
conclusion or making a forecast or projection, 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 and our joint ventures, 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 and, as a
result, our Adjusted EBITDA and selling, general and administrative
("SG&A") cost savings may differ materially from the values
provided in this news release.
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, risks related to
our ability to remediate the material weaknesses in our internal
control over financial reporting, or inability to otherwise
maintain an effective system of internal control; the risk that our
recent restatement could negatively affect investor confidence and
raise reputation risks; our ability to continue as a going concern;
our limited operating history; risks that we may be required to
write down intangible assets, including goodwill, due to
impairment; the diversion of management time on issues related to
Canopy USA; the ability of parties
to certain transactions to receive, in a timely manner and on
satisfactory terms, the necessary regulatory, court and shareholder
approvals; the risks related to Acreage's financial statements
expressing doubt about its ability to continue as a going concern;
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);
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 and U.S. hemp 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 U.S. hemp
products; the risks that the Canadian Transformation Plan will not
result in the expected cost-savings, efficiencies and other
benefits or will result in greater than anticipated turnover in
personnel; 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 risk that cost savings and any other synergies
from the CBI Group Investments may not be fully realized or may
take longer to realize than expected; future levels of capital,
environmental or maintenance expenditures, general and
administrative and other expenses; risks relating to the long term
macroeconomic effects of the COVID-19 pandemic and any future
pandemic or epidemic; and the factors discussed under the heading
"Risk Factors" in the Company's Annual Report on Form 10-K for the
year ended March 31, 2023 and in Item
1A of Part II of the Form 10-Q 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)
|
|
|
September 30,
2023
|
|
|
March 31,
2023
|
|
ASSETS
|
|
Current
assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
240,376
|
|
|
$
|
667,693
|
|
Short-term
investments
|
|
|
30,000
|
|
|
|
105,526
|
|
Restricted short-term
investments
|
|
|
7,990
|
|
|
|
11,765
|
|
Amounts receivable,
net
|
|
|
68,856
|
|
|
|
68,459
|
|
Inventory
|
|
|
87,470
|
|
|
|
83,230
|
|
Assets of discontinued
operations
|
|
|
35,541
|
|
|
|
116,291
|
|
Prepaid expenses and
other assets
|
|
|
23,462
|
|
|
|
24,290
|
|
Total current
assets
|
|
|
493,695
|
|
|
|
1,077,254
|
|
Other financial
assets
|
|
|
556,355
|
|
|
|
568,292
|
|
Property, plant and
equipment
|
|
|
346,227
|
|
|
|
471,271
|
|
Intangible
assets
|
|
|
148,765
|
|
|
|
160,750
|
|
Goodwill
|
|
|
83,858
|
|
|
|
85,563
|
|
Noncurrent assets of
discontinued operations
|
|
|
20,366
|
|
|
|
56,569
|
|
Other assets
|
|
|
18,958
|
|
|
|
19,996
|
|
Total
assets
|
|
$
|
1,668,224
|
|
|
$
|
2,439,695
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
Current
liabilities:
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
22,724
|
|
|
$
|
31,835
|
|
Other accrued expenses
and liabilities
|
|
|
51,668
|
|
|
|
53,743
|
|
Current portion of
long-term debt and convertible debentures
|
|
|
49,964
|
|
|
|
556,890
|
|
Liabilities of
discontinued operations
|
|
|
18,627
|
|
|
|
67,624
|
|
Other
liabilities
|
|
|
53,269
|
|
|
|
93,750
|
|
Total current
liabilities
|
|
|
196,252
|
|
|
|
803,842
|
|
Long-term
debt
|
|
|
631,228
|
|
|
|
749,991
|
|
Noncurrent liabilities
of discontinued operations
|
|
|
1,962
|
|
|
|
3,417
|
|
Other
liabilities
|
|
|
89,318
|
|
|
|
122,423
|
|
Total
liabilities
|
|
|
918,760
|
|
|
|
1,679,673
|
|
Commitments and
contingencies
|
|
|
|
|
|
|
Canopy Growth
Corporation shareholders' equity:
|
|
|
|
|
|
|
Common shares - $nil
par value; Authorized - unlimited number of shares;
Issued - 829,083,667 shares and 517,305,551 shares,
respectively
|
|
|
8,219,846
|
|
|
|
7,938,571
|
|
Additional paid-in
capital
|
|
|
2,575,174
|
|
|
|
2,506,485
|
|
Accumulated other
comprehensive loss
|
|
|
(24,799)
|
|
|
|
(13,860)
|
|
Deficit
|
|
|
(10,020,896)
|
|
|
|
(9,672,761)
|
|
Total Canopy Growth
Corporation shareholders' equity
|
|
|
749,325
|
|
|
|
758,435
|
|
Noncontrolling
interests
|
|
|
139
|
|
|
|
1,587
|
|
Total shareholders'
equity
|
|
|
749,464
|
|
|
|
760,022
|
|
Total liabilities and
shareholders' equity
|
|
$
|
1,668,224
|
|
|
$
|
2,439,695
|
|
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
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
|
|
|
|
|
(As
Restated)
|
|
Revenue
|
|
$
|
82,076
|
|
|
$
|
100,437
|
|
Excise taxes
|
|
|
12,481
|
|
|
|
12,496
|
|
Net revenue
|
|
|
69,595
|
|
|
|
87,941
|
|
Cost of goods
sold
|
|
|
46,169
|
|
|
|
88,552
|
|
Gross
margin
|
|
|
23,426
|
|
|
|
(611)
|
|
Operating
expenses
|
|
|
|
|
|
|
Selling, general and
administrative expenses
|
|
|
57,611
|
|
|
|
95,020
|
|
Share-based
compensation
|
|
|
2,717
|
|
|
|
9,573
|
|
(Gain)/loss on asset
impairment and restructuring
|
|
|
(29,895)
|
|
|
|
43,968
|
|
Total operating
expenses
|
|
|
30,433
|
|
|
|
148,561
|
|
Operating loss from
continuing operations
|
|
|
(7,007)
|
|
|
|
(149,172)
|
|
Other income
(expense), net
|
|
|
(128,334)
|
|
|
|
(39,074)
|
|
Loss from continuing
operations before income taxes
|
|
|
(135,341)
|
|
|
|
(188,246)
|
|
Income tax
expense
|
|
|
(12,821)
|
|
|
|
(8,220)
|
|
Net loss from
continuing operations
|
|
|
(148,162)
|
|
|
|
(196,466)
|
|
Discontinued
operations, net of tax
|
|
|
(176,638)
|
|
|
|
(109,345)
|
|
Net loss
|
|
|
(324,800)
|
|
|
|
(305,811)
|
|
Net loss from
continuing operations attributable to
noncontrolling interests and redeemable
noncontrolling
interest
|
|
|
-
|
|
|
|
(1,289)
|
|
Discontinued
operations attributable to noncontrolling
interests and redeemable noncontrolling
interest
|
|
|
(14,786)
|
|
|
|
(12,352)
|
|
Net loss attributable
to Canopy Growth Corporation
|
|
$
|
(310,014)
|
|
|
$
|
(292,170)
|
|
|
|
|
|
|
|
|
Basic and diluted
loss per share
|
|
|
|
|
|
|
Continuing
operations
|
|
$
|
(0.21)
|
|
|
$
|
(0.41)
|
|
Discontinued
operations
|
|
|
(0.22)
|
|
|
|
(0.21)
|
|
Basic and diluted loss
per share
|
|
$
|
(0.43)
|
|
|
$
|
(0.62)
|
|
Basic and diluted
weighted average common shares
outstanding
|
|
|
716,294,433
|
|
|
|
471,592,150
|
|
Schedule 3
CANOPY GROWTH
CORPORATION CONDENSED INTERIM CONSOLIDATED STATEMENTS OF
CASH FLOWS (in thousands of Canadian dollars,
unaudited)
|
|
|
Six months ended
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
|
|
|
|
|
(As
Restated)
|
|
Cash flows from
operating activities:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(366,661)
|
|
|
$
|
(2,397,561)
|
|
Loss from discontinued
operations, net of tax
|
|
|
(207,930)
|
|
|
|
(131,960)
|
|
Net loss from
continuing operations
|
|
|
(158,731)
|
|
|
|
(2,265,601)
|
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
Depreciation of
property, plant and equipment
|
|
|
16,568
|
|
|
|
29,554
|
|
Amortization of
intangible assets
|
|
|
13,073
|
|
|
|
11,870
|
|
Share-based
compensation
|
|
|
6,434
|
|
|
|
14,838
|
|
(Gain)/loss on asset
impairment and restructuring
|
|
|
(25,986)
|
|
|
|
1,783,784
|
|
Income tax
expense
|
|
|
14,839
|
|
|
|
11,969
|
|
Non-cash fair value
adjustments and charges related to
settlement of unsecured senior notes
|
|
|
44,438
|
|
|
|
231,704
|
|
Change in operating
assets and liabilities, net of effects from
purchases of businesses:
|
|
|
|
|
|
|
Amounts
receivable
|
|
|
(12,903)
|
|
|
|
12,100
|
|
Inventory
|
|
|
(4,240)
|
|
|
|
2,393
|
|
Prepaid expenses and
other assets
|
|
|
(250)
|
|
|
|
(11,259)
|
|
Accounts payable and
accrued liabilities
|
|
|
(13,038)
|
|
|
|
(13,447)
|
|
Other, including
non-cash foreign currency
|
|
|
(52,817)
|
|
|
|
(29,640)
|
|
Net cash used in
operating activities - continuing operations
|
|
|
(172,613)
|
|
|
|
(221,735)
|
|
Net cash used in
operating activities - discontinued operations
|
|
|
(54,709)
|
|
|
|
(52,180)
|
|
Net cash used in
operating activities
|
|
|
(227,322)
|
|
|
|
(273,915)
|
|
Cash flows from
investing activities:
|
|
|
|
|
|
|
Purchases of and
deposits on property, plant and equipment
|
|
|
(2,636)
|
|
|
|
(4,308)
|
|
Purchases of
intangible assets
|
|
|
(803)
|
|
|
|
(938)
|
|
Proceeds on sale of
property, plant and equipment
|
|
|
152,417
|
|
|
|
10,784
|
|
Redemption of
short-term investments
|
|
|
81,015
|
|
|
|
211,092
|
|
Net cash proceeds on
sale of subsidiaries
|
|
|
-
|
|
|
|
12,432
|
|
Investment in other
financial assets
|
|
|
(472)
|
|
|
|
(29,205)
|
|
Other investing
activities
|
|
|
(9,682)
|
|
|
|
7,143
|
|
Net cash provided by
investing activities - operating activities
|
|
|
219,839
|
|
|
|
207,000
|
|
Net cash used in
investing activities - discontinued operations
|
|
|
(17,122)
|
|
|
|
-
|
|
Net cash provided by
investing activities
|
|
|
202,717
|
|
|
|
207,000
|
|
Cash flows from
financing activities:
|
|
|
|
|
|
|
Proceeds from issuance
of common shares and warrants
|
|
|
33,795
|
|
|
|
856
|
|
Proceeds from exercise
of stock options
|
|
|
-
|
|
|
|
270
|
|
Repayment of long-term
debt
|
|
|
(415,185)
|
|
|
|
(423)
|
|
Other financing
activities
|
|
|
(25,908)
|
|
|
|
(13,116)
|
|
Net cash used in
financing activities
|
|
|
(407,298)
|
|
|
|
(12,413)
|
|
Effect of exchange rate
changes on cash and cash equivalents
|
|
|
(2,129)
|
|
|
|
50,042
|
|
Net decrease in cash
and cash equivalents
|
|
|
(434,032)
|
|
|
|
(29,286)
|
|
Cash and cash
equivalents, beginning of period1
|
|
|
677,007
|
|
|
|
776,005
|
|
Cash and cash
equivalents, end of period2
|
|
$
|
242,975
|
|
|
$
|
746,719
|
|
1 Includes cash of our discontinued
operations of $9,314 and $13,610 for March 31, 2023 and 2022,
respectively.
|
2 Includes cash of our discontinued
operations of $2,599 and $4,864 for September 30, 2023 and 2022,
respectively.
|
Schedule 4
Adjusted Gross
Margin1 Reconciliation (Non-GAAP Measure)
|
|
|
|
Three months ended
September 30,
|
|
(in thousands of
Canadian dollars except where indicated; unaudited)
|
|
2023
|
|
|
2022
|
|
Net revenue
|
|
$
|
69,595
|
|
|
$
|
87,941
|
|
|
|
|
|
|
|
|
Gross margin, as
reported
|
|
|
23,426
|
|
|
|
(611)
|
|
Adjustments to gross
margin:
|
|
|
|
|
|
|
Restructuring costs
recorded in cost of goods sold
|
|
|
(689)
|
|
|
|
4,822
|
|
Adjusted gross
margin1
|
|
$
|
22,737
|
|
|
$
|
4,211
|
|
|
|
|
|
|
|
|
Adjusted gross margin
percentage1
|
|
|
33
|
%
|
|
|
5
|
%
|
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
September 30,
|
|
(in thousands of
Canadian dollars, unaudited)
|
|
2023
|
|
|
2022
|
|
Net loss from
continuing operations
|
|
$
|
(148,162)
|
|
|
$
|
(196,466)
|
|
Income tax
expense
|
|
|
12,821
|
|
|
|
8,220
|
|
Other (income) expense,
net
|
|
|
128,334
|
|
|
|
39,074
|
|
Share-based
compensation
|
|
|
2,717
|
|
|
|
9,573
|
|
Acquisition,
divestiture, and other costs
|
|
|
10,488
|
|
|
|
14,006
|
|
Depreciation and
amortization2
|
|
|
12,530
|
|
|
|
20,427
|
|
(Gain)/loss on asset
impairment and restructuring
|
|
|
(29,895)
|
|
|
|
43,968
|
|
Restructuring costs
recorded in cost of goods sold
|
|
|
(689)
|
|
|
|
4,822
|
|
Adjusted
EBITDA1
|
|
$
|
(11,856)
|
|
|
$
|
(56,376)
|
|
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 September
30,
|
|
(in thousands of
Canadian dollars, unaudited)
|
|
2023
|
|
|
2022
|
|
Net cash used in
operating activities - continuing
operations
|
|
$
|
(66,393)
|
|
|
$
|
(96,832)
|
|
Purchases of and
deposits on property,
plant and equipment - continuing operations
|
|
|
(690)
|
|
|
|
(2,015)
|
|
Free cash
flow1 - continuing operations
|
|
$
|
(67,083)
|
|
|
$
|
(98,847)
|
|
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
September 30,
|
|
(in thousands of
Canadian dollars except where indicated; unaudited)
|
2023
|
|
|
2022
|
|
Canada cannabis
segment
|
|
|
|
|
|
|
Net revenue
|
|
$
|
38,992
|
|
|
$
|
52,304
|
|
Gross margin, as
reported
|
|
|
14,121
|
|
|
|
(7,652)
|
|
Gross margin
percentage, as reported
|
|
|
36
|
%
|
|
|
(15)
|
%
|
Adjustments to gross
margin:
|
|
|
|
|
|
|
Restructuring costs
recorded in cost of goods sold
|
|
|
(689)
|
|
|
|
-
|
|
Adjusted gross
margin1
|
|
$
|
13,432
|
|
|
$
|
(7,652)
|
|
Adjusted gross margin
percentage1
|
|
|
34
|
%
|
|
|
(15)
|
%
|
|
|
|
|
|
|
|
Rest-of-world
cannabis segment
|
|
|
|
|
|
|
Revenue
|
|
$
|
8,977
|
|
|
$
|
10,552
|
|
Gross margin, as
reported
|
|
|
2,691
|
|
|
|
(1,332)
|
|
Gross margin
percentage, as reported
|
|
|
30
|
%
|
|
|
(13)
|
%
|
Adjustments to gross
margin:
|
|
|
|
|
|
|
Restructuring costs
recorded in cost of goods sold
|
|
|
-
|
|
|
|
3,730
|
|
Adjusted gross
margin1
|
|
$
|
2,691
|
|
|
$
|
2,398
|
|
Adjusted gross margin
percentage1
|
|
|
30
|
%
|
|
|
23
|
%
|
|
|
|
|
|
|
|
Storz & Bickel
segment
|
|
|
|
|
|
|
Revenue
|
|
$
|
11,991
|
|
|
$
|
13,494
|
|
Gross margin, as
reported
|
|
|
3,918
|
|
|
|
6,002
|
|
Gross margin
percentage, as reported
|
|
|
33
|
%
|
|
|
44
|
%
|
|
|
|
|
|
|
|
Adjusted gross
margin1
|
|
$
|
3,918
|
|
|
$
|
6,002
|
|
Adjusted gross margin
percentage1
|
|
|
33
|
%
|
|
|
44
|
%
|
|
|
|
|
|
|
|
This Works
segment
|
|
|
|
|
|
|
Revenue
|
|
$
|
7,074
|
|
|
$
|
6,868
|
|
Gross margin, as
reported
|
|
|
3,386
|
|
|
|
2,303
|
|
Gross margin
percentage, as reported
|
|
|
48
|
%
|
|
|
34
|
%
|
Adjustments to gross
margin:
|
|
|
|
|
|
|
Restructuring costs
recorded in cost of goods sold
|
|
|
-
|
|
|
|
1,092
|
|
Adjusted gross
margin1
|
|
$
|
3,386
|
|
|
$
|
3,395
|
|
Adjusted gross margin
percentage1
|
|
|
48
|
%
|
|
|
49
|
%
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Revenue
|
|
$
|
2,561
|
|
|
$
|
4,723
|
|
Gross margin, as
reported
|
|
|
(690)
|
|
|
|
68
|
|
Gross margin
percentage, as reported
|
|
|
(27)
|
%
|
|
|
1
|
%
|
|
|
|
|
|
|
|
Adjusted gross
margin1
|
|
$
|
(690)
|
|
|
$
|
68
|
|
Adjusted gross margin
percentage1
|
|
|
(27)
|
%
|
|
|
1
|
%
|
|
|
|
|
|
|
|
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