Canopy Growth Reports Second Quarter Fiscal 2020 Financial Results

SMITHS FALLS, ON, Nov. 14, 2019 /PRNewswire/ - Canopy Growth Corporation ("Canopy Growth" or the "Company") (TSX: WEED) (NYSE: CGC) today announced its financial results for the second quarter ended September 30, 2019. All financial information in this press release is reported in Canadian dollars, unless otherwise indicated. This press release is intended to be read in conjunction with the Company's Condensed Interim Consolidated Financial Statements and Management Discussion & Analysis for the three and six months ended September 30, 2019, which will be filed on SEDAR (www.sedar.com) and will be available at www.canopygrowth.com.

Key highlights include:

    --  The company has established leading market share across the country
        including a noteworthy share of over 35% in Alberta, Canada's most
        developed provincial recreational market.
    --  Consumer demand for cannabis continues to increase versus Q1 2020 with
        Company-owned recreational same-store sales growth of 17% and global
        medical organic growth of 23%.
    --  More than 30 SKUs submitted to Health Canada for Cannabis 2.0 products
        across chocolate, vapes, and beverage formats.
    --  As part of a management-initiated portfolio review, the Company has
        taken a restructuring charge of $32.7 million for returns, return
        provisions, and pricing allowances primarily related to its softgel &
        oil portfolio. Additionally, management has recorded an inventory charge
        of $15.9 million to align the portfolio with the new strategy. This new
        strategy includes new retail pricing architecture, a rationalized
        package assortment, and a focused marketing/educational strategy to
        further develop this category. The Q2 2020 gross margin impact of the
        portfolio restructuring costs is $40.4 million. With this acute
        restructuring charge, management believes that current inventory levels
        both internally and externally are in-line with demand forecasts.
    --  Consolidated Q2 2020 gross revenue, excluding the portfolio
        restructuring costs, was up 6% to $118.3 million including increases
        from full-quarter benefits of the C3 and ThisWorks acquisitions (flat
        excluding incremental revenue from acquisitions). Net of the portfolio
        restructuring costs, revenue was $76.6 million, a decrease of 15% over
        Q1 2020.
    --  Cannabis gross revenues for Q2 2020, excluding the portfolio
        restructuring costs, was $94.7 million, an increase of 2% over Q1 2020.
    --  The Company ended Q2 2020 with $2.7 billion in cash and cash equivalents
        and marketable securities available for sale, with its Canadian
        Infrastructure and global M&A programs substantially completed.

Management Commentary

"The last two quarters have been challenging for the Canadian cannabis sector as provinces have reduced purchases to lower inventory levels, retail store openings have fallen short of expectations, and Cannabis 2.0 products are yet to come to market," said Mark Zekulin, CEO, Canopy Growth. "However, we believe these conditions are a short-term headwind in what is a brand-new industry, and Canopy continues to be best positioned with cash-on-hand, a world-class infrastructure, and a portfolio of intellectual property to deliver sustained, long-term market leadership."

Added Zekulin: "We took the necessary steps to address inventory levels on our oils and softgels; looking beyond this, the fundamentals are strong: our retail store sales are growing on an overall and same-store basis, our Canadian medical revenues are up, and international medical sales are growing on both an organic and inorganic basis. And, even though revenue is muted during the quarter due to the restructuring charge, actual cannabis shipments grew quarter-over-quarter, which is a great accomplishment in light of the inventory reset that's occurring at the provinces. We believe our fundamentals are strong and are confident we're moving in the right direction."

"After five years of investment in market research, product development, product marketing, production engineering, as well as production facility design, construction and qualification, we are ready to bring our Cannabis 2.0 product offerings to market," said Zekulin. "This marks the end of significant expansion investments in Canada and we are confident that the high quality, differentiated beverage, vape and edible products that we are bringing to market combined with a retail channel that we expect to grow significantly next fiscal year, will drive the next leg of growth for our business."



       
              Second Quarter Fiscal 2020 Financial and Operational Summary




         (CDN millions, except where indicated)                                 
           Q2   
            Q1    
         %              
            Q2     
         %

                                                                                      2020           2020 
        Change                     2019 
         Change

    ---

                                                                                           (Restated(1))              (Restated
                                                                                                                        (1)
        
              )


        Gross revenue excluding other revenue
         adjustments                                                                $118.3         $111.4          6%                    $23.3         408%



       Other revenue adjustments(2)                                                 $32.7           $8.0        309%              
            $-    
         NM



       Excise taxes                                                                  $9.0          $12.9        -30%              
            $-    
         NM




       Net revenue(3)                                                               $76.6          $90.5        -15%                    $23.3         229%




        Gross margin percentage, before fair value
             impacts in cost of sales4                                                -13%           19%       -32%                      33%        -46%



       Operating expenses5                                                         $269.4         $233.3         15%                   $181.8          48%



       Adjusted EBITDA6                                                          $(155.7)       $(92.0)        69%                  $(61.9)        152%



       Attributed as follows:



       - Operations and corporate overhead                                       $(109.0)       $(57.8)        89%                  $(50.6)        115%


        -Strategic investments and business
         development                                                               $(36.2)       $(18.0)       101%                   $(4.3)        742%


        - Non-operating or under-utilized facilities                               $(10.5)       $(16.2)       -35%                   $(7.0)         50%





       Net loss                                                                  $(374.6)    $(1,281.2)       -71%                 $(330.6)         13%



       Loss on extinguishment of warrants7                                     
           $-    $(1,176.4)      -100%              
            $-    
         NM



       Kilograms harvested (kilograms)                                             40,570         40,960         -1%                   15,217         167%

    ---


       (CDN millions, except where indicated)                                  
           Q2   
            Q1    
         %              
            Q4     
         %

                                                                                      2020           2020 
        Change                     2019 
         Change

    ---



        Cash, cash equivalents and marketable
         securities                                                               $2,736.2       $3,140.9        -13%                 $4,515.0         -39%



       Inventory                                                                   $461.8         $393.7         17%                   $262.1          76%

    ---


              NM = Not Meaningful


                            1 Refer to Note 2(d) of the Interim
                             Financial Statements for further
                             details on the impact of the change
                             in accounting policy with respect to
                             royalty payments in the three months
                             ended September 30, 2019.


                            (2) Other revenue adjustments
                             represent the Company's
                             determination of returns and pricing
                             adjustments, and which primarily
                             relate to oils and softgels.


                            (3) Includes other revenue
                             adjustments, and the impact from
                             other revenue adjustments on excise
                             taxes.


                            4 Gross margin percentage, before
                             fair value impacts in cost of sales,
                             is a non-IFRS measure. See "Non-
                             IFRS Measures" below.


                            5 Includes share-based compensation
                             expense and depreciation and
                             amortization, both of which are non-
                             cash expenses.


                            6 Adjusted EBITDA is a non-IFRS
                             measure. See "Non-IFRS Measures"
                             below.


                            7 Relates to a non-cash loss on the
                             extinguishment of warrants held by
                             Constellation upon the amendment of
                             the Investor Rights Agreement
                             between Canopy Growth and
                             Constellation.



       
                Second Quarter Fiscal 2020 Revenue Highlights




        (CDN millions, except
         where indicated)                                          
         Q2 
        Q1    
        %   
        Q2     
        %

                                                                       2020     2020 
       Change      2019 
        Change

    ---

        Canadian recreational
         cannabis


        -Business to
         business(1)                                                  $49.4    $58.4       -15%   
        $-    
        NM


        Canadian recreational
         cannabis


        -Business to
         consumer                                                     $13.1    $10.6        24%   
        $-    
        NM


        Canadian medical
         cannabis                                                     $14.1    $13.1         8%     $19.9        -29%

    ---

        Canadian cannabis                                             $76.6    $82.1        -7%     $19.9        285%

    ---

        International medical
         cannabis                                                     $18.1    $10.5        72%      $2.2        723%

    ---

                     Cannabis gross
                      revenue excluding

                                                    other
                                 revenue adjustments                  $94.7    $92.6         2%     $22.1        329%

    ---

        Other revenue                                                 $23.6    $18.8        26%      $1.2       1867%

    ---

                     Gross revenue
                      excluding other
                      revenue adjustments                            $118.3   $111.4         6%     $23.3        408%


        Other revenue
         adjustments(2)                                               $32.7     $8.0       309%   
        $-    
        NM


        Excise taxes(3)                                                $9.0    $12.9       -30%   
        $-    
        NM

    ---

                     Net revenue                                      $76.6    $90.5       -15%     $23.3        229%

    ---

                            1 Excludes the impact of other
                             revenue adjustments.


                            (2) Other revenue adjustments
                             represent the Company's
                             determination of returns and
                             pricing adjustments, and which
                             primarily relate to oils and
                             softgels.


                            (3) Excise taxes is presented net
                             of the impact from other revenue
                             adjustments.



       
                Second Quarter Fiscal 2020 Product Sales Highlights




        (CDN millions, except
         where indicated)                                
              Q2   
         Q1    
        %   
        Q2     
        %

                                                                  2020        2020 
       Change      2019 
        Change

    ---

                     Recreational -Business
                      to business


        Dry cannabis sales
         (kilograms)                                             7,497       6,881         9%              
        NM


        Dry cannabis revenue                                     $47.4       $51.5        -8%   
        $-    
        NM


        Cannabis oil and
         softgels sales
            (kilogram
            equivalents)                                           259       1,288       -80%              
        NM


        Cannabis oil and
         softgels revenue
         excluding
         other revenue
         adjustments                                              $2.0        $6.9       -71%   
        $-    
        NM


        Other revenue
         adjustments(1)                                        $(32.7)     $(8.0)      309%   
        $-    
        NM




                     Recreational -Business
                      to consumer


        Dry cannabis sales
         (kilograms)                                             1,064         792        34%              
        NM


        Dry cannabis revenue                                     $11.6        $9.3        25%   
        $-    
        NM


        Cannabis oil and
         softgels sales
            (kilogram
            equivalents)                                            98          99        -1%              
        NM


        Cannabis oil and
         softgels revenue                                         $1.5        $1.3        15%   
        $-    
        NM




                     Medical


        Dry cannabis sales
         (kilograms)                                               998         807        24%     1,698        -41%


        Dry cannabis revenue                                      $9.6        $7.2        33%     $14.7        -35%


        Cannabis oil and
         softgels sales
            (kilogram
            equivalents)                                           997         682        46%       499        100%


        Cannabis oil and
         softgels revenue                                        $22.6       $16.4        38%      $7.4        205%

    ---

                            (1) Other revenue adjustments
                             represent the Company's
                             determination of returns and
                             pricing adjustments, and which
                             primarily relate to oils and
                             softgels.

We sold 10,913 kilograms and kilogram equivalents of cannabis products during Q2 2020, an increase of 3% from the previous quarter. Total gross revenue for Q2 2020, before portfolio restructuring costs, was $118.3 million.

Gross revenue of $32.2 million was generated in the medical channel in Q2 2020, as sales increased 34% from the previous quarter to 1,995 kilogram and kilogram equivalents. Oils and softgels represented 50% of our medical sales during the quarter. Canadian medical cannabis gross revenue increased 8% from Q1 2020 to $14.1 million in Q2 2020, as our larger harvests in recent months, the broadening of our brand and product offerings for our medical customers, and an increase in the number of patients registered with Spectrum Therapeutics to 75,600 at September 30, 2019 have resulted in sequential improvements in the number of orders placed by our customers and growth in our revenue during the quarter.

International medical cannabis gross revenue was $18.1 million in Q2 2020, with the 72% growth driven primarily by the acquisition in May 2019 of C(3), which contributed a full quarter of revenue in the amount of $14.0 million to our results in Q2 2020. Additionally, our German medical business returned to growth in Q2 2020 as we resolved the supply constraints experienced in previous quarters which led to notable shipments to Germany in July and early August 2019. Cannabis now on hand today in our German facility and held in inventory by German pharmacy customers may serve the partial needs of Q3 2020. While management is very confident in the sustained growth of the German market over the long term, management does not expect this level of growth to repeat in Q3 2020.

Gross revenue from the Canadian recreational channel in Q2 2020 was $29.8 million and reflects portfolio restructuring costs of $32.7 million. Revenue of $13.1 million was generated in the business-to-consumer retail channel, representing sequential growth of 24% from the previous quarter as we continue to build-out our retail store platform across Canada. At the time of this release we have 27 retail stores open across Canada, operating under the Tweed or Tokyo Smoke banner. Gross revenue from the business-to-business channel was $16.7 million, reflecting the portfolio restructuring costs as described above. Solid product inventory levels at Canopy in the second half of the quarter, supplied by our large harvest in the first quarter, helped drive strong shipment velocities of dried flower and pre-rolled joints across our Canadian recreational channels. This resulted in dried bud shipments up 12% quarter over quarter. Revenue from the sale of our dry bud products was $59.0 million in Q2 2020 and included revenue of $7.8 million on sales 1.2 million higher-margin pre-rolled cannabis products.

Other revenue was $23.6 million in Q2 2020, an increase from $18.8 million in the previous quarter which was attributable to the acquisition of This Works, which contributed a full quarter of revenue in Q2 2020, and revenue from other strategic sources including extraction services and clinic partners.

Second Quarter Fiscal 2020 Gross Margin (before the fair value impacts in cost of sales) Overview (See Non-IFRS Measures)

Our reported gross margin before fair value impacts in cost of sales was negative 13% of net revenue in Q2 2020. Gross margin before fair value impacts in cost of sales was 38% for Q2 2020 when adjusted for the following items: (1) operating costs of $10.5 million relating to facilities that were not yet cultivating cannabis, were under-utilized, or were not yet producing cannabis-related products, (2) the impact of $9.2 million on gross margin of the portfolio restructuring costs, as described above, (3) a charge for excess finished recreational cannabis inventory of $15.9 million resulting from our assessment of current and forecasted "sell-in" rates of certain oil and softgel products, as described above, and (4) other adjustments related to the net realizable value of inventory.

We continue to build high-quality, dried flower inventory that we believe will be necessary to meet the increased demand that will be generated by growth in the recreational cannabis retail platform across Canada over the next 12 to 18 months, particularly in the province of Ontario. As the Company nears completion of its expansion program in Canada, we expect our gross margins to continue to improve in the coming quarters when all of the cultivation and processing are in use and approaching planned capacity.



       
                Second Quarter Fiscal 2020 
            Operating Expense Summary




         (CDN millions,
          except where
          indicated)                          
           Q2                          
              Q1    
        %   
              Q2     
       %

                                                    2020                                    2020 
       Change            2019 
       Change

    ---

                                                                                  (Restated(1))             (Restated(1))


        Sales and marketing                        $60.5                                   $49.2        23%           $40.2        50%


        Research and
         development                               $11.9                                    $8.5        40%            $1.9       526%


        General and
         administration                            $87.9                                   $62.3        41%           $37.1       137%


        Acquisition-related
         costs                                      $2.6                                   $13.2       -80%            $3.2       -19%


        Share-based
         compensation
         expense(2)                                $92.9                                   $87.3         6%           $95.8        -3%


        Depreciation and
         amortization(2)                           $13.6                                   $12.8         6%            $3.6       278%

    ---


       Total                                     $269.4                                  $233.3        15%          $181.8        48%

    ---

                            1 Refer to Note 2(d) of the Interim
                             Financial Statements for further
                             details on the impact of the
                             change in accounting policy with
                             respect to royalty payments in the
                             three months ended September 30,
                             2019.


                            (2) Share-based compensation
                             expense and depreciation and
                             amortization are non-cash
                             expenses.

The increase in sales and marketing expense in Q2 2020 over the previous quarter was primarily due to pre-revenue investments in brand awareness, product marketing and consumer education initiatives focused on preparation for the launch of our Cannabis 2.0 products in Canada, and the rollout of CBD products in the United States and other international markets in the coming months. Staffing costs also increased as we continue to enhance our marketing and sales capabilities in the Canadian, United States, and international markets, and as we build-out our network of Tweed and Tokyo Smoke-branded retail stores in Canada.

The increase in research and development expense in Q2 2020 over the previous quarter was due our investment in new research and development efforts. Included in this are costs associated with hiring researchers and engineers, in the areas of vaporizers and vape research and development, new cannabis-based product form factors, including beverages and edibles, plant genetics, applied technology and cannabis-based medical therapy clinical research. As a result, we incurred higher compensation costs associated with the teams conducting research and development activities, costs associated with advanced product and system development and testing, as well as costs associated with conducting external laboratory testing and clinical trials for CBD-based human and animal health products.

General and administration expense increased in Q2 2020 over the previous quarter due to an increase in costs associated with enhancing our finance and information technology capabilities, higher public company compliance and regulatory requirements, losses incurred related to legal disputes with a third-party supplier, losses associated with additional reserves on onerous retail lease obligations which were driven by an overall softening of the retail real estate market in Canada, and other pre-revenue administrative costs associated with expanding our operations.

The increase in share-based compensation expense is primarily attributable to the continued increase in the number of stock options granted to employees, which is primarily related to the increase in the number of employees of the Company from approximately 2,000 at September 30, 2018 to approximately 4,550 at September 30, 2019. The number of outstanding stock options increased from 22.2 million at September 30, 2018 to 32.9 million at September 30, 2019. The Company has re-structured its formula for granting options, as part of a broader total rewards assessment to ensure overall compensation structures reflect the Company's size and maturity.

Second Quarter Fiscal 2020 Adjusted EBITDA summary (See Non-IFRS Measures)

Adjusted EBITDA in Q2 2020 amounted to a loss of $155.7 million, reflecting continuing losses in our core operations in Canada and Europe as we scale as a new business serving a completely new sector, make investments ahead of revenue in many new markets around the world, and make investments in research and development that we believe will generate future value as we build a portfolio of intellectual property that can be used to generate new profit streams in the future. We believe these pre-revenue investments are necessary to position Canopy Growth to generate a significant and sustained increase in shareholder value over the long-term.

Total other expense, net was $109.3 million in Q2 2020 as compared to $1,143.7 million in Q1 2020. The other expense amount recorded in Q1 2020 is reflective of the loss on extinguishment of the warrants held by Constellation, as discussed in our Q1 2020 earnings release.



       
                Second Quarter Fiscal 2020 Earnings Summary




        (CDN millions, except where
         indicated)                                     
              Q2 
             Q1    
        %   
           Q2     
        %

                                                                 2020          2020 
       Change         2019 
        Change

    ---

        Adjusted EBITDA(1)                                   $(155.7)      $(92.0)       69%      $(61.9)       152%


        Attributed as follows:


        -Operations and corporate
         overhead                                            $(109.0)      $(57.8)       89%      $(50.6)       115%


        -Strategic investments and
         business
         Development                                          $(36.2)      $(18.0)      101%       $(4.3)       742%


        - Non-operating or under-
         utilized facilities                                  $(10.5)      $(16.2)      -35%       $(7.0)        50%





       Net loss                                             $(374.6)   $(1,281.2)      -71%     $(330.6)        13%


        Net loss per share (basic
         and diluted)                                         $(1.08)      $(3.70)      -71%      $(1.52)       -29%

    ---

                            (1) Adjusted EBITDA is a
                             non-IFRS measure. See
                             "Non-IFRS Measures" below.

Second Quarter Fiscal 2020 Balance Sheet and Cash Flow Summary

At September 30, 2019, the Company's cash and cash equivalents available and marketable securities totaled $2.7 billion, representing a decrease of $404.7 million from June 30, 2019. The primary uses of cash during the quarter were for our operations, as reflected in the Adjusted EBITDA loss for the quarter, and capital spending of $228.3 million as we near completion of the build-out of our infrastructure in Canada, most notably the construction of purpose-built, highly-scalable advanced manufacturing and beverage production facilities.

Inventory at September 30, 2019 amounted to $461.8 million (March 31, 2018 - $262.1 million), including $131.5 million in finished goods and $280.1 million of work-in-process.

The unaudited Consolidated Financial Statements and Management's Discussion and Analysis for the three and six months ended September 30, 2019 will be filed on SEDAR, and will be available at www.sedar.com. The basis of financial reporting in the Unaudited Condensed Consolidated Financial Statements and Management's Discussion and Analysis is in thousands of Canadian dollars, unless otherwise indicated.

Non-IFRS Measures

Gross margin percentage, before fair value impacts in cost of sales, a non-IFRS measure, is a key operational metric that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. This measure is calculated as net revenue less inventory production costs expensed to cost of sales, divided by net revenue, and may be computed from the consolidated statements of operations presented within this news release.

Adjusted EBITDA, a non-IFRS measure, is a key operational metric that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Adjusted EBITDA is calculated as earnings before interest, tax, depreciation and amortization, share-based compensation expense, fair value changes and other non-cash items, and further adjusted to remove acquisition-related costs. The Company attributes Adjusted EBITDA to its operations and corporate overhead, strategic investments and business developments, and non-operating or under-utilized facilities. The Adjusted EBITDA reconciliation is presented within this news release and explained in Management's Discussion & Analysis under "Adjusted EBITDA (Non-IFRS Measure)", a copy of which will be filed on SEDAR.

Transition to U.S. GAAP Reporting

As part of our U.S. financial reporting requirements, Canopy Growth confirmed that, as of September 30, 2019, it no longer met the criteria for qualification as a foreign private issuer because (1) more than 50% of the outstanding voting securities are held by residents of the United States, and (2) the majority of Canopy Growth's directors are United States citizens.

Therefore, as of April 1, 2020 Canopy Growth will be considered a United States domestic issuer and a large accelerated filer. As a result of this change, Canopy Growth will be required to issue its consolidated financial statements in conformity with accounting principles generally accepted in the United States, and provide an auditor attestation report under Section 404(b) of the Sarbanes-Oxley Act.

Webcast and Conference Call Information
The Company will host a conference call and audio webcast with Mark Zekulin, CEO and Mike Lee, CFO at 8:30 AM Eastern Time on November 14, 2019.

Webcast Information
A live audio webcast will be available at:
https://event.on24.com/wcc/r/2118418/9F112F44A037BCC4D081CBECAF10EA1E

Calling Information
Toll Free Dial-In Number: 1-888-231-8191
International Dial-In Number: (647) 427-7450
Conference ID: 3878046

Replay Information
A replay of the call will be accessible by telephone until 11:59 PM ET on February 14, 2020.
Toll Free Dial-in Number: 1-855-859-2056
Replay Password: 3878046

About Canopy Growth Corporation
Canopy Growth (TSX:WEED, NYSE:CGC) is a world-leading diversified cannabis, hemp and cannabis device company, offering distinct brands and curated cannabis varieties in dried, oil and Softgel capsule forms, as well as medical devices through the Company's subsidiary, Storz & Bickel GMbH & Co. KG. From product and process innovation to market execution, Canopy Growth is driven by a passion for leadership and a commitment to building a world-class cannabis company one product, site and country at a time. The Company has operations in over a dozen countries across five continents.

The Company's medical division, Spectrum Therapeutics is proudly dedicated to educating healthcare practitioners, conducting robust clinical research, and furthering the public's understanding of cannabis, and has devoted millions of dollars toward cutting edge, commercializable research and IP development. Spectrum Therapeutics sells a range of full-spectrum products using its colour-coded classification Spectrum system as well as single cannabinoid Dronabinol under the brand Bionorica Ethics.

The Company operates retail stores across Canada under its award-winning Tweed and Tokyo Smoke banners. Tweed is a globally recognized cannabis brand which has built a large and loyal following by focusing on quality products and meaningful customer relationships.

From our historic public listing on the Toronto Stock Exchange and New York Stock Exchange to our continued international expansion, pride in advancing shareholder value through leadership is engrained in all we do at Canopy Growth. Canopy Growth has established partnerships with leading sector names including cannabis icons Snoop Dogg and Seth Rogen, breeding legends DNA Genetics and Green House Seeds, and Fortune 500 alcohol leader Constellation Brands, to name but a few. Canopy Growth operates eleven licensed cannabis production sites with over 5.2 million square feet of production capacity, including over one million square feet of GMP certified production space. For more information visit www.canopygrowth.com

Notice Regarding Forward Looking Statements
This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Canopy Growth or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Examples of such statements include statements with respect to the Company's expectations with respect to future harvests, the Company's expectation for additional finished inventory available for sale in future quarters, bringing CBD products to market by the end of fiscal 2020, the accelerated market expansion for Acreage, the anticipated benefits of the rebranding of Spectrum Therapeutics on the Company's market share, the potential opportunity for cannabis products in Europe and the anticipated Increase in Canadian and Danish product availability, the anticipated increased sales from Storz & Bickel, the expectation that facilities will be fully operational in the months ahead, the launch of new CBD consumer products and brands in fiscal 2020, the timing for implementation of the transaction with Acreage. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including changes in laws, regulations and guidelines; compliance with laws; international laws; operational, regulatory and other risks; execution of business strategy; management of growth; difficulty to forecast; reliance on licences; risks inherent in an agricultural business; contracts with provincial and territorial governments; constraints on marketing products; risks inherent in acquisitions and investments; expansion into foreign jurisdictions; governmental regulations; cannabis is a controlled substance in the United States; Farm Bill risks; assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory and court approvals for the transaction with Acreage; and such risks contained in the Company's management information circular of the Company dated May 17, 2019 and in the annual information form dated June 24, 2019 and filed with Canadian securities regulators and available on the Company's issuer profile on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive. Although the Company believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.




                     CANOPY GROWTH CORPORATION

    ---


       CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION



       UNAUDITED                                                       September 30,              March 31,


        (Expressed in CDN $000's)                                                2019                    2019

    ---                                                                                                  ---




       
                Assets



       Current assets


        Cash and cash equivalents                                                     $
       
           1,102,464  $
          2,480,830



       Marketable securities                                                                    1,633,692          2,034,133



       Amounts receivable                                                                         107,487            106,974



       Biological assets                                                                          110,347             78,975



       Inventory                                                                                  461,757            262,105


        Prepaid expenses and other current
         assets                                                                                    152,761            107,123

    ---

                                                                                                 3,568,508          5,070,140




        Investments in equity method investees                                                     113,046            112,385



       Other financial assets                                                                     449,028            363,427



       Property, plant and equipment                                                            1,633,303          1,096,340



       Intangible assets                                                                          514,033            519,556



       Goodwill                                                                                 1,912,484          1,544,055



       Other long-term assets                                                                      34,781             25,902

    ---



                                                                                      $
       
           8,225,183  $
          8,731,805

                                                                                                                           ---




       
                Liabilities



       Current liabilities


        Accounts payable and accrued
         liabilities                                                                    $
       
           286,862    $
          226,533


        Current portion of long-term debt                                                           14,115            103,716



       Other current liabilities                                                                  124,853             81,414

    ---

                                                                                                   425,830            411,663





       Long-term debt                                                                             590,373            842,259



       Deferred tax liability                                                                      91,026             96,031


        Share repurchase credit liability                                                        1,288,079



       Other long-term liabilities                                                                207,183            140,404

    ---



                                                                                                 2,602,491          1,490,357





                     Shareholders' equity



       Share capital                                                                            6,331,325          6,026,618



       Other reserves                                                                           2,756,749          1,673,472


        Accumulated other comprehensive income                                                    (29,064)            28,630



       Deficit                                                                                (3,707,022)         (777,087)

    ---



        Equity attributable to Canopy Growth
         Corporation                                                                             5,351,988          6,951,633

    ---




       Non-controlling interests                                                                  270,704            289,815

    ---




       Total equity                                                                             5,622,692          7,241,448

    ---



                                                                                      $
       
           8,225,183  $
          8,731,805

                                                                                                                           ---





       
                CANOPY GROWTH CORPORATION

    ---


       CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS



       
                FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018



       UNAUDITED                                                                                                
        Three months ended                      
       Six months ended

                                                                                                                                                                   ---

                                                                                                  September 30,                September 30,  September 30,             September 30,



       (Expressed in CDN $000's except share amounts)                                                     2019                          2018            2019                       2018

    ---                                                                                                                                                                           ---

                                                                                                                                                                   (Restated -see                           (Restated -see note 2(d))
                                                                                                                                                                       note 2(d))





       Revenue                                                                                                    $
        
                85,621                        $
              23,327                   $
            
                189,012       $
             49,243



       Excise taxes                                                                                      9,008                                                                               21,917

    ---




       
                Net revenue                                                                                                    76,613                                    23,327                                          167,095                  49,243





       Inventory production costs expensed 
              to cost of sales                                                             86,321                                    15,624                                          159,503                  29,029

    ---




       Gross margin before the undernoted                                                                                         (9,708)                                    7,703                                            7,592                  20,214




        Fair value changes in biological 
              assets included in inventory sold 
     and other
         charges                                                                                                                    69,089                                    51,496                                          115,219                  77,884



       Unrealized gain on changes in fair 
              value of biological assets                                                  (82,320)                                 (10,944)                                       (221,339)               (68,233)

    ---




       
                Gross margin                                                                                                    3,523                                  (32,849)                                         113,712                  10,563

    ---




       Sales and marketing                                                                                                         60,483                                    40,182                                          109,710                  58,875



       Research and development                                                                                                    11,922                                     1,944                                           20,396                   2,700



       General and administration                                                                                                  87,861                                    37,101                                          150,132                  56,689



       Acquisition-related costs                                                                                                    2,562                                     3,202                                           15,744                   5,086



       Share-based compensation expense                                                                                            83,767                                    45,025                                          160,848                  68,097



       Share-based compensation expense 
              related to acquisition milestones                                                9,114                                    50,730                                           19,395                  57,825



       Depreciation and amortization                                                                                               13,644                                     3,595                                           26,423                   6,625

    ---




       Operating expenses                                                                                                         269,353                                   181,779                                          502,648                 255,897

    ---




       
                Loss from operations                                                                                        (265,830)                                (214,628)                                       (388,936)              (245,334)

    ---




       Loss on extinguishment of warrants                                                                                                                                              (1,176,350)



       Other income (expense), net                                                                                              (109,283)                                (115,702)                                        (76,662)              (178,697)

    ---


       
                Total other income (expense), net                                                                           (109,283)                                (115,702)                                     (1,253,012)              (178,697)

    ---




       
                Loss before income taxes                                                                                    (375,113)                                (330,330)                                     (1,641,948)              (424,031)

    ---




       Income tax recovery (expense)                                                                                                  493                                     (284)                                        (13,840)                  2,439

    ---




       
                Net loss                                                                                   $
        
                (374,620)                    $
              (330,614)                $
          
                (1,655,788)   $
             (421,592)

    ---                                                                                                                                                                                                                                                  ---




       
                Net (loss) income attributable to:



       Canopy Growth Corporation                                                                               $
        
                (374,184)                    $
              (337,136)                $
          
                (1,657,239)   $
             (417,413)



       Non-controlling interests                                                                                                    (436)                                    6,522                                            1,451                 (4,179)

    ---

                                                                                                                $
        
                (374,620)                    $
              (330,614)                $
          
                (1,655,788)   $
             (421,592)

                                                                                                                                                                                                                                                         ---




       
                Net loss per share, basic and diluted



       Net loss per share:                                                                                        $
        
                (1.08)                       $
              (1.52)                   $
            
                (4.79)      $
             (1.98)



       Weighted average number of 
              outstanding common shares:                                                       347,226,921                               221,725,511                                      346,028,903             210,972,889




                     CANOPY GROWTH CORPORATION

    ---


       CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS



       
                FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018



       UNAUDITED                                                         September 30,          September 30,


        (Expressed in CDN $000's)                                                  2019                    2018

    ---                                                                                                    ---



        Net inflow (outflow) of cash related to the
         following activities:





       
                Operating



       Net loss                                                                        $
       
         (1,655,788)           $
          (421,592)



       Adjustments for:


        Depreciation of property, plant and
         equipment                                                                                    35,309                       10,446



       Amortization of intangible assets                                                             15,955                        5,236


        Share of loss on equity investments                                                            4,004                        6,932


        Fair value changes in biological assets
         included in 
              inventory sold and
         other charges                                                                               115,219                       77,884


        Unrealized gain on changes in fair value of
         biological 
              assets                                                              (221,339)                    (68,233)



       Share-based compensation                                                                     180,243                      130,596



       Other assets                                                                                    (23)                    (18,810)


        Loss on extinguishment of warrants                                                         1,176,350



       Other income and expense                                                                     104,909                      171,109



       Income tax (recovery) expense                                                                 13,840                      (2,439)



       Non-cash foreign currency                                                                    (1,463)                       (410)


        Changes in non-cash operating working
         capital items                                                                             (126,551)                    (88,855)

    ---



                     Net cash used in operating activities                                         (359,335)                   (198,136)

    ---




       
                Investing


        Purchases and deposits of property, plant
                 and equipment                                                                     (440,150)                   (293,179)



       Purchases of intangible assets                                                               (3,614)                     (6,340)


        Redemption (purchase) of marketable
         securities, net                                                                             388,027                      (2,829)


        Investments in equity method investees                                                       (4,719)                    (42,439)


        Investments in other financial assets                                                       (36,423)                    (29,695)


        Premium paid for Acreage Call Option                                                       (395,190)


        Net cash outflow on acquisition of non-
         controlling interests                                                                                   (1,999)


        Net cash outflow on acquisition of
         subsidiaries                                                                              (421,952)                         427


        Change in acquisition related liabilities                                                   (21,447)

    ---



                     Net cash used in investing activities                                         (935,468)                   (376,054)

    ---




       
                Financing



       Payment of share issue costs                                                                   (129)                     (6,819)


        Proceeds from issuance of shares by Canopy
         Rivers                                                                                          156                       91,218


        Proceeds from exercise of stock options                                                       36,023                       13,626


        Proceeds from exercise of warrants                                                               446                          133



       Issuance of long-term debt                                                                     5,278                      600,000


        Payment of long-term debt issue costs                                                                   (16,380)


        Payment of interest on long-term debt                                                       (12,750)



       Repayment of long-term debt                                                                (104,282)                       (747)

    ---



                     Net cash (used) provided by financing
                      activities                                                                    (75,258)                     681,031

    ---



        Effect of exchange rate changes on cash and
         cash equivalents                                                                            (8,305)

    ---




       Net cash (outflow) inflow                                                                (1,378,366)                     106,841


        Cash and cash equivalents, beginning of
         period                                                                                    2,480,830                      322,560

    ---



                     Cash and cash equivalents, end of
                      period                                                              $
       
         1,102,464              $
          429,401

    ---                                                                                                                                ---


                     Adjusted EBITDA(1)
                      Non-IFRS Measure                                                                   Three months ended



                     (In CDN$000's)                                                        September 30,                  September 30,

                                                                                                    2019                                 2018

    ---                                                                                                                                  ---



                                    Adjusted EBITDA(1) Reconciliation

    ---

                     Loss from operations -
                      as reported                                                                         $
              
                (265,830)  $
       (214,628)

                                                                                                                                                         ---




       
                IFRS fair value accounting related to biological assets and inventory


        Fair value changes in biological
         assets included 
              in
         inventory sold and other charges                                                                                           69,089           51,496


        Unrealized gain on changes in
         fair value of
         biological assets                                                                                                        (82,320)        (10,944)



                                                                                                                                  (13,231)          40,552



        Share-based compensation expense
         (per statements of cash flows)                                                                                             92,881           99,556


        Acquisition-related costs                                                                                                    2,562            3,202


        Depreciation and amortization
         (per statements of cash flows)                                                                                             27,873            9,389



                                                                                                                                   123,316          112,147



                     Adjusted EBITDA                                                                      $
              
                (155,745)   $
       (61,929)

                                                                                                                                                         ---





                                                                                                          Six months ended



                     (In CDN$000's)                                                        September 30,                  September 30,

                                                                                                    2019                                 2018

    ---                                                                                                                                  ---



                                    Adjusted EBITDA(1) Reconciliation

    ---

                     Loss from operations -
                      as reported                                                                         $
              
                (388,936)  $
       (245,334)

                                                                                                                                                         ---




       
                IFRS fair value accounting related to biological assets and inventory


        Fair value changes in biological
         assets included 
              in
         inventory sold and other charges                                                                                          115,219           77,884


        Unrealized gain on changes in
         fair value of
         biological assets                                                                                                       (221,339)        (68,233)



                                                                                                                                 (106,120)           9,651



        Share-based compensation expense
         (per statements of cash flows)                                                                                            180,243          130,507


        Acquisition-related costs                                                                                                   15,744            5,086


        Depreciation and amortization
         (per statements of cash flows)                                                                                             51,264           15,682



                                                                                                                                   247,251          151,275



                     Adjusted EBITDA                                                                      $
              
                (247,805)   $
       (84,408)

                                                                                                                                                         ---



                            (1) Adjusted EBITDA is earnings
                             before interest, tax, depreciation
                             and amortization, share-based
                             compensation expense, fair value
                             changes and other non-cash items,
                             and further adjusted to remove
                             acquisition-related costs.

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SOURCE Canopy Growth Corporation