Canopy Growth Reports Third Quarter Fiscal 2020 Financial Results

Generated $124 million Net Revenue, up from $76 million in Q2 2020
Excluding portfolio restructuring charges in Q2 2020, Net Revenue up 13%
Achieved Gross Margin of 34%
Total Operating Expenses down 14% versus the prior quarter
Adjusted EBITDA loss decreases to $92 million

SMITHS FALLS, ON, Feb. 14, 2020 /PRNewswire/ - Canopy Growth Corporation ("Canopy Growth" or the "Company") (TSX: WEED) (NYSE: CGC) today announced its financial results for the third quarter ended December 31, 2019. All financial information in this press release is reported in millions of Canadian dollars, unless otherwise indicated.




       
              Third Quarter Fiscal 2020 Financial Summary




                                                               Gross revenue(1) Net revenue   Gross margin(2)   Adjusted EBITDA(3)   Free cash flow4

                                                                                                                                                 ---


       
              Reported                                              $135.6       $123.8                34%              $(91.7)          $(359.6)

    ---


       % change vs. Q2 2020                                                15%         62%       
            NM                  41%               16%

    ---


       % change vs. Q3 2019                                                39%         49%  
            800 bps                 -23%              -20%

    ---

                            (1) Excludes the impact of other
                             revenue adjustments in Q2 2020,
                             which represent the Company's
                             determination of returns and
                             pricing adjustments.


                            (2) Gross margin is before fair
                             value impacts in cost of sale,
                             and is a non-IFRS measure. See
                             "Non-IFRS Measures" below.


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


                            4 Free cash flow is defined as
                             operating cash flow less capital
                             expenditures, and is a non-IFRS
                             measure. See "Non-IFRS Measures"
                             below.

Third Quarter Fiscal 2020 Corporate Financial Highlights

    --  Revenues: Reported Net Revenues increased 62% over Q2 2020, or 13%
        excluding the impact of portfolio restructuring charges. Gross
        Recreational B2B revenue increased 8% over prior quarter due, in part,
        to over 140 stores becoming active in the quarter and higher sales of
        premium dried flower and pre-roll joints. Our acquired businesses
        including Storz & Bickel and This Works also performed well,
        contributing to organic growth this quarter.
    --  Gross margin: Gross margin before fair value impacts was 34%. Gross
        margin performance in quarter benefited from lower period costs due to
        higher facility utilization
    --  Operating expenses: Total operating expenses decreased 14% versus Q2
        2020 primarily due to a $20 million reduction in G&A expenses and over
        $31 million lower stock-based compensation versus the prior quarter
    --  Adjusted EBITDA: Adjusted EBITDA loss of $92 million, a $64 million
        narrower loss versus Q2 2020 driven by higher sales, improved gross
        margins and lower operating expenses
    --  Cash Position: Gross cash balance was $2.3 billion, down from $2.7
        billion in Q2 2020, reflecting the EBITDA loss, capital investments and
        M&A

Third Quarter Fiscal 2020 Business & Operational Highlights

    --  Maintained leading market share in retail, at an estimated 22%, of the
        Canadian recreation market as we saw a strong demand for both premium
        and value priced dried flower and pre-rolled joints
    --  Continued market share gains and increase in the number of patients, to
        over 76,700, in the Canadian medical cannabis market
    --  Named David Klein as new Chief Executive Officer
    --  Completed first shipments of cannabis-infused edible chocolates and JUJU
        Power 510 batteries in December 2019
    --  Storz & Bickel expanded product line with launch of Crafty+ vaporizer in
        November 2019
    --  Announced initial line of First & Free Hemp-derived CBD products and
        began sales online through www.firstandfree.com, one quarter ahead of Q4
        2020 target

"In Q3 we executed across Canada, in our international markets and in our strategic acquisitions to drive revenue growth," said David Klein, CEO. "We have a lot of work to do. We are eager to capitalize on the opportunity to create an unassailable position through a tight focus on the consumer and on critical markets."

"We delivered significant gross improvement in the third quarter driven by stronger revenues and higher capacity utilization. Actions taken earlier this year are expected to meaningfully reduce stock-based compensation in FY21, and we have started to implement tighter cost controls across the organization," said Mike Lee, EVP & CFO. "We plan to take further steps to reduce our costs and right-size our business to ensure that we can generate a healthy margin profile and cash generation in the coming years."



       
                Third Quarter Fiscal 2020 Financial and Operational Review




                                                                                  Q3    Q2   %        Q3     %

                                                                                2020   2020 Change    2019   Change

                                                                                                             ---


       Canadian recreational cannabis


        -Business to
         business(1)                                                           $53.5  $49.4     8%   $60.1     -11%


        -Business to
         consumer                                                              $15.2  $13.1    16%   $11.5      32%


        Canadian medical
         cannabis                                                              $14.8  $14.1     5%   $15.9      -7%

    ---

                     Canadian cannabis                                         $83.5  $76.6     9%   $87.5      -5%

    ---

        International
         medical cannabis                                                      $18.7  $18.1     3%    $2.7     593%

    ---

                                    Cannabis gross
                                     revenue excluding
                                     other revenue
                                     adjustments                              $102.2  $94.7     8%   $90.2      13%

    ---

        Other revenue                                                          $33.4  $23.6    42%    $7.5     345%

    ---

                                    Gross revenue
                                     excluding other
                                     revenue
                                     adjustments                              $135.6 $118.3    15%   $97.7      39%

    ---

        Other revenue
         adjustments(2)                                                
              $- $32.7  -100%  
       $-  
       NM


        Excise taxes(3)                                                        $11.8   $9.0    31%   $14.7     -20%

    ---

                     Net revenue                                              $123.8  $76.6    62%   $83.0      49%

    ---

                            1 Excludes the impact of other
                             revenue adjustments.


                            (2) Other revenue adjustments
                             represent the Company's
                             determination of returns and
                             pricing adjustments.


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

Canadian Cannabis

    --  Recreational B2B sales increased 8% over Q2 2020, due to over 140 stores
        becoming active in the quarter and higher sales of premium dried flower
        and pre-roll joints
    --  Recreational B2C sales increased 16% over prior quarter, due in part to
        an 11% increase in same store sales
    --  Medical sales increased 5% over the prior quarter primarily attributable
        to the broadening of our brand and product offerings, including the
        availability of products from additional CraftGrow partners, as well as
        an increase in number of customers to over 76,700.

International Cannabis

    --  C3 revenue increased 5% over Q2 2020
    --  Germany cannabis sales higher than expected due to opportunistic sales
        into the German market to fill a supply gap that resulted from a
        regulatory enforced sales halt of cannabis products offered by another
        vendor

Strategic Acquisitions

    --  Storz & Bickel vaporizer revenue increased 46% over Q2 2020 due to solid
        organic growth and seasonal sales
    --  This Works revenue increased 42% over prior quarter due to strong
        organic growth



       
                Third Quarter Fiscal 2020 Cannabis Product Revenue Highlights




                                                               Q3                       Q2   %          Q3       %

                                                             2020                      2020 Change      2019     Change

                                                                                                                 ---

                     Canadian recreational -Business to business



       Dry cannabis                                        $55.8                     $47.4    18%     $39.3        42%


        Cannabis oil and
         softgels excluding
                other revenue
                adjustments                                  $3.0                      $2.0    50%     $20.8       -86%


        Other revenue
         adjustments(1)                                    $(5.3)                  $(32.7)  -84%   
        $-   
        NM

    ---

                                                            $53.5                     $16.7   220%     $60.1       -11%



                     Canadian recreational -Business to consumer



       Dry cannabis                                        $13.5                     $11.6    16%     $10.9        24%


        Cannabis oil and
         softgels                                            $1.7                      $1.5    13%      $0.6       183%

    ---

                                                            $15.2                     $13.1    16%     $11.5        32%




       
                Canadian medical



       Dry cannabis                                         $5.3                      $5.5    -4%      $8.1       -35%


        Cannabis oil and
         softgels                                            $9.5                      $8.6    10%      $7.8        22%

    ---

                                                            $14.8                     $14.1     5%     $15.9        -7%




       
                International medical



       Dry cannabis                                         $3.9                      $4.1    -5%      $2.7        44%


        Cannabis oil and
         softgels                                           $14.8                     $14.0     6%   
        $-   
        NM

    ---

                                                            $18.7                     $18.1     3%      $2.7       593%

                            (1) Other revenue adjustments
                             represent the Company's
                             determination of returns and
                             pricing adjustments.



       
                Third Quarter Fiscal 2020 Adjusted EBITDA




                                                                   Q3       Q2   %          Q3     %

                                                                 2020      2020 Change      2019   Change

                                                                                                   ---

                     Adjusted
                      EBITDA(1)                               $(91.7) $(155.7)   41%   $(74.8)    -23%



       Attributed as follows:


        -
         Operations
         and
         corporate
         overhead                                             $(44.4) $(109.0)   59%   $(52.8)     16%


        -
         Strategic
         investments
         and
         business


           development                                        $(39.1)  $(36.2)   -8%    $(8.9)   -339%


        - Non-
         operating
         or
         under-
         utilized
         facilities                                            $(8.2)  $(10.5)   22%   $(13.1)     37%

    ---

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

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.

Free Cash Flow, 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 cash provided by (used in) operating activities less purchases and deposits of property, plant and equipment.

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, as of April 1, 2020, Canopy Growth will be required to prepare its consolidated financial statements, including the Company's March 31, 2020 audited annual consolidated financial statements, in conformity with United States generally accounting principles, with such change being applied retrospectively. The extent of the impact of this change in accounting framework has not yet been quantified. Canopy Growth will also be required to provide an auditor attestation report under Section 404(b) of the Sarbanes-Oxley Act.

This press release is intended to be read in conjunction with the Company's Unaudited Condensed Interim Consolidated Financial Statements ("Financial Statements) and Management Discussion & Analysis ("MD&A) for the three and nine months ended December 31, 2019, which will be filed on SEDAR (www.sedar.com) and will be available at www.canopygrowth.com. The basis of financial reporting in the Financial Statements and MD&A is in thousands of Canadian dollars, unless otherwise indicated.

Webcast and Conference Call Information

The Company will host a conference call and audio webcast with David Klein, CEO and Mike Lee, CFO at 10:00 AM Eastern Time on February 14, 2020.

Webcast Information
A live audio webcast will be available at:
https://event.on24.com/wcc/r/2171215/8311836AC24F7988B042B4BB0FA5622A

Replay Information
A replay of the call will be accessible by webcast, until 11:59 PM ET on May 14, 2020, at
https://event.on24.com/wcc/r/2171215/8311836AC24F7988B042B4BB0FA5622A

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                                                    December 31,              March 31,


        (Expressed in CDN $000's)                                            2019                    2019

    ---                                                                                              ---




       
                Assets



       Current assets


        Cash and cash equivalents                                                 $
       
           1,561,664  $
          2,480,830



       Marketable securities                                                                  705,921          2,034,133



       Amounts receivable                                                                     108,822            106,974



       Biological assets                                                                       59,107             78,975



       Inventory                                                                              622,575            262,105


        Prepaid expenses and other current
         assets                                                                                114,637            107,123

    ---

                                                                                             3,172,726          5,070,140




        Investments in equity method investees                                                 123,077            112,385



       Other financial assets                                                                 351,952            363,427


        Property, plant and equipment                                                        1,725,333          1,096,340



       Intangible assets                                                                      567,185            519,556



       Goodwill                                                                             2,068,696          1,544,055



       Other long-term assets                                                                  37,073             25,902

    ---



                                                                                  $
       
           8,046,042  $
          8,731,805

                                                                                                                       ---




       
                Liabilities



       Current liabilities


        Accounts payable and
         accrued liabilities                                                        $
       
           225,181    $
          226,533


        Current portion of long-term debt                                                       21,652            103,716



       Other current liabilities                                                              171,476             81,414

    ---

                                                                                               418,309            411,663





       Long-term debt                                                                         536,107            842,259



       Deferred tax liability                                                                  65,733             96,031


        Share repurchase credit liability                                                    1,301,322



       Other long-term liabilities                                                            194,737            140,404

    ---



                                                                                             2,516,208          1,490,357





                     Shareholders' equity



       Share capital                                                                        6,359,643          6,026,618



       Other reserves                                                                       2,768,725          1,673,472


        Accumulated other comprehensive income                                                (45,904)            28,630



       Deficit                                                                            (3,826,095)         (777,087)

    ---



        Equity attributable to Canopy Growth
         Corporation                                                                         5,256,369          6,951,633

    ---




       Non-controlling interests                                                              273,465            289,815

    ---




       Total equity                                                                         5,529,834          7,241,448

    ---



                                                                                  $
       
           8,046,042  $
          8,731,805

                                                                                                                       ---





       
                CANOPY GROWTH CORPORATION

    ===


       CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS



       
                FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018



       UNAUDITED                                                                                  Three months ended          Nine months ended



                                                                                                 
       
                December 31,     
              December 31,  December 31,   
     December 31,



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

    ---

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





       Revenue                                                                                                       $135,546                      $97,703       $324,558          $146,946



       Excise taxes                                                                                                    11,782                       14,655         33,699            14,655

    ---




       
                Net revenue                                                                                       123,764                       83,048        290,859           132,291





       Inventory production costs expensed 
              to cost of sales                                                 81,953                       61,329        241,456            90,358

    ---




       Gross margin before the undernoted                                                                              41,811                       21,719         49,403            41,933




        Fair value changes in biological 
              assets included in inventory sold 
          and
         other charges                                                                                                  60,546                       28,105        175,765           105,989



       Unrealized gain on changes in fair 
              value of biological assets                                      (78,964)                    (22,267)     (300,303)         (90,500)

    ---




       
                Gross margin                                                                                       60,229                       15,881        173,941            26,444

    ---




       Sales and marketing                                                                                             62,104                       48,324        171,814           107,199



       Research and development                                                                                        20,795                        5,264         41,191             7,964



       General and administration                                                                                      67,385                       46,088        217,517           102,777



       Acquisition-related costs                                                                                        3,256                        4,520         19,000             9,606



       Share-based compensation expense                                                                                56,763                       40,062        217,611           108,159



       Share-based compensation expense 
              related to acquisition milestones                                    4,916                       23,849         24,311            81,674



       Depreciation and amortization                                                                                   16,530                        5,015         42,953            11,640

    ---




       Operating expenses                                                                                             231,749                      173,122        734,397           429,019

    ---




       
                Loss from operations                                                                            (171,520)                   (157,241)     (560,456)        (402,575)

    ---




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



       Other income (expense), net                                                                                     24,903                      233,142       (51,759)           54,445

    ---


       
                Total other income (expense), net                                                                  24,903                      233,142    (1,228,109)           54,445

    ---




       
                (Loss) income before income taxes                                                               (146,617)                      75,901    (1,788,565)        (348,130)

    ---




       Income tax recovery (expense)                                                                                   22,451                      (1,041)         8,611             1,398

    ---




       
                Net (loss) income                                                                              $(124,166)                     $74,860   $(1,779,954)       $(346,732)

    ---




       
                Net (loss) income attributable to:



       Canopy Growth Corporation                                                                                   $(120,969)                     $67,582   $(1,778,208)       $(349,831)



       Non-controlling interests                                                                                      (3,197)                       7,278        (1,746)            3,099

    ---

                                                                                                                    $(124,166)                     $74,860   $(1,779,954)       $(346,732)






       
                (Loss) earnings per share, basic



       Net (loss) income per share, basic:                                                                            $(0.35)                       $0.22        $(5.13)          $(1.45)



       Weighted average number of 
              outstanding common shares:                                           348,530,622                  303,281,549    346,877,660       241,806,351





       
                Loss per share, diluted



       Net loss per share, diluted:                                                                                   $(0.35)                     $(0.38)       $(5.13)          $(1.45)


                                                                                                                   348,530,622                  315,974,639    346,877,660       242,044,821


       Weighted average number of 
              outstanding common shares, 
              diluted:





       
                CANOPY GROWTH CORPORATION

    ===


       CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS



       
                FOR THE NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018



       UNAUDITED                                         
              
        December 31,                      
     December 31,



       (Expressed in CDN $000's)                                                                    2019                              2018

    ---



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





       
                Operating



       Net loss                                                                       $
       
       (1,779,954)                $
          (346,732)



       Adjustments for:


        Depreciation of property, plant and equipment                                              57,926                            15,703



       Amortization of intangible assets                                                          26,680                             7,869



       Share of loss on equity investments                                                         6,668                             9,021


        Fair value changes in biological assets
         included in 
              inventory sold and
         other charges                                                                            175,765                           105,989


        Unrealized gain on changes in fair value of
         biological 
              assets                                                           (300,303)                         (90,500)



       Share-based compensation                                                                  241,922                           194,686



       Other assets                                                                                              (16,908)



       Loss on extinguishment of warrants                                                      1,176,350



       Other income and expense                                                                   93,162                          (44,476)



       Income tax recovery                                                                       (8,611)                          (1,398)



       Non-cash foreign currency                                                                 (3,945)                            1,394


        Changes in non-cash operating working capital
         items                                                                                  (233,918)                        (129,547)

    ---



                     Net cash used in operating activities                                      (548,258)                        (294,899)

    ---




       
                Investing


        Purchases and deposits of property, plant
              and equipment                                                                     (610,858)                        (495,236)



       Purchases of intangible assets                                                            (7,800)                         (40,140)


        Redemption (purchase) of marketable securities,
         net                                                                                    1,324,682                         (802,247)


        Investments in equity method investees                                                    (4,719)                         (27,201)


        Investments in other financial assets                                                    (46,647)                         (74,071)



       Premium paid for Acreage Call Option                                                    (395,190)


        Net cash outflow on acquisition of non-
         controlling interests                                                                                     (1,996)


        Net cash outflow on acquisition of subsidiaries                                         (511,080)                        (344,472)


        Payment of acquisition related liabilities                                               (29,837)

    ---



                     Net cash used in investing activities                                      (281,449)                      (1,785,363)

    ---




       
                Financing



       Payment of share issue costs                                                                (245)                         (18,617)


        Proceeds from issuance of common shares and
         warrants                                                                                                5,072,500


        Proceeds from issuance of shares by Canopy
         Rivers                                                                                     1,062                            91,218


        Proceeds from exercise of stock options                                                    39,149                            28,730



       Proceeds from exercise of warrants                                                            446                            18,684



       Issuance of long-term debt                                                                 10,268                           600,000


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


        Payment of interest on long-term debt                                                    (13,738)



       Repayment of lease obligations                                                            (9,331)                          (2,728)



       Repayment of long-term debt                                                             (112,705)                          (3,499)

    ---



                     Net cash (used) provided by financing
                      activities                                                                 (85,094)                        5,769,908

    ---



        Effect of exchange rate changes on cash and
         cash equivalents                                                                         (4,365)                          103,664

    ---




       Net cash (outflow) inflow                                                               (919,166)                        3,793,310


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

    ---



                     Cash and cash equivalents, end of
                      period                                                             $
       
       1,561,664                 $
          4,115,870

    ---                                                                                                                                  ---


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



                     (In CDN$000's)                                                        December 31,                  December 31,

                                                                                                   2019                                2018

    ---                                                                                                                                ---



                                    Adjusted EBITDA(1) Reconciliation

    ---

                     Loss from operations -
                      as reported                                                                       $
              
                (171,520)  $
       (157,241)

                                                                                                                                                       ---




       
                IFRS fair value accounting related to biological assets and inventory


        Fair value changes in biological
         assets included
               in
         inventory sold and other charges                                                                                         60,546           28,105


        Unrealized gain on changes in
         fair value of
         biological assets                                                                                                      (78,964)        (22,267)



                                                                                                                                (18,418)           5,838



        Share-based compensation expense
         (per statements of cash flows)                                                                                           61,679           64,179


        Acquisition-related costs                                                                                                  3,256            4,520


        Depreciation and amortization
         (per statements of cash flows)                                                                                           33,342            7,890



                                                                                                                                  98,277           76,589



                     Adjusted EBITDA                                                                     $
              
                (91,661)   $
       (74,814)

                                                                                                                                                       ---





                                                                                                        Nine months ended



                     (In CDN$000's)                                                        December 31,                  December 31,

                                                                                                   2019                                2018

    ---                                                                                                                                ---



                                    Adjusted EBITDA(1) Reconciliation

    ---

                     Loss from operations -
                      as reported                                                                       $
              
                (560,456)  $
       (402,575)

                                                                                                                                                       ---




       
                IFRS fair value accounting related to biological assets and inventory


        Fair value changes in biological
         assets included 
              in
         inventory sold and other charges                                                                                        175,765          105,989


        Unrealized gain on changes in
         fair value of
         biological assets                                                                                                     (300,303)        (90,500)



                                                                                                                               (124,538)          15,489



        Share-based compensation expense
         (per statements of cash flows)                                                                                          241,922          194,686


        Acquisition-related costs                                                                                                 19,000            9,606


        Depreciation and amortization
         (per statements of cash flows)                                                                                           84,606           23,572



                                                                                                                                 345,528          227,864



                     Adjusted EBITDA                                                                    $
              
                (339,466)  $
       (159,222)

                                                                                                                                                       ---

                            (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