Canopy Growth Reports First Quarter Fiscal 2021 Financial Results

Transformation strategy gains traction

Net Revenue of $110 million increases 22% over Q1 FY20

Net Loss of $128 million; Adjusted EBITDA loss of $92 million narrows versus Q1 FY20

Established leadership position in growing cannabis-infused beverage segment; shipping +1.2mm cans to Canadian provinces since launch

Strengthened foothold in U.S. market with launch of shopcanopy.com

SMITHS FALLS, ON, Aug. 10, 2020 /PRNewswire/ - Canopy Growth Corporation ("Canopy Growth" or the "Company") (TSX: WEED) (NYSE: CGC) today announced its financial results for the first quarter fiscal 2021 ended June 30, 2020. All financial information in this press release is reported in millions of Canadian dollars, unless otherwise indicated.

"We're proud of our strong first-quarter performance, despite unprecedented volatility and uncertainty in the market and across the globe," said David Klein, CEO. "We grew our revenue year-over-year and are seeing market share improvement, notably achieving number one market share in cannabis-infused beverages in the Canadian market. We are implementing a renewed corporate strategy with the appointment of a new leadership team which will focus on delivering quality products to our consumers, positioning our business for continued growth. The proposed retooled Acreage announcement refocuses our entry for the evolving U.S. market, where we are seeing increased momentum."

"Following our previously announced restructuring actions, we have substantially reduced our expense and cash burn in this quarter in addition to reducing headcount by over 18% since beginning of this calendar year. Our marketing and R&D investments are being re-allocated to programs with high-return potential in order to drive sales," added Mike Lee, CFO. "Our gross margins in the quarter came in below our expectations due to under-utilization of our large-scale infrastructure. We've already proven we can deliver 40%-plus gross margin and are confident that we can return to that level as we work toward higher capacity utilization across our facilities as demand for our cannabis products continue to grow. In the meantime, we are focused on further optimizing our operating footprint through a full end-to-end strategy that looks at people, process, technology, and infrastructure that we believe will lead to best in class margins over time."

First Quarter Fiscal 2021 Financial Summary


                                                   Net revenue                       Gross margin       
         
             Adjusted     Net loss            Adjusted          Free cash
                                                                          percentage                       gross margin                        EBITDA(2)           flow(3)
                                                                                                          percentage(1)

                                                                                                                                                                                 ---

                   Reported                             $110.4                                  6%                                7%  $(128.3)             $(92.2)           $(180.1)

    ---

        vs. Q1 2020                                        22%               
            (1,400) bps               
           (1,300 bps)       34%                  1%                51%

    ---


       
              (1) Adjusted gross margin percentage is a non-GAAP measure. See "Non-GAAP Measures".



       
              (2) Adjusted EBITDA is a non-GAAP measure. See "Non-GAAP Measures".



       
              3 Free cash flow is a non-GAAP measure. See "Non-GAAP Measures".

First Quarter Fiscal 2021 Corporate Financial Highlights

    --  Revenues: Net revenue in Q1 2021 increased by 22% versus Q1 2020 driven
        by higher medical cannabis sales in Canada and Germany, strong Storz &
        Bickel ("S&B") vaporizer sales and the benefit of a full quarter of
        contribution from acquired businesses C(3) (acquired in April 2019) and
        This Works (acquired in May 2019) that were reflected for a full quarter
        in Q1 2021. Excluding the impact from acquired businesses, net sales
        growth increased 9% versus Q1 2020. The growth was partially offset by a
        decline in Canadian Recreational cannabis revenue due to restricted
        retail operating environment in response to the COVID-19 pandemic and
        increased competition in dried flower-based products.
    --  Gross margin: Gross margin was 6%. Adjusted gross margin, excluding
        inventory step-up costs, was 7%, down 1,300 bps versus Q1 2020. Gross
        margin was impacted by lower production output as well as manufacturing
        variances and inventory adjustments.
    --  Operating expenses: Total SG&A expenses declined by 23% versus Q1 2020,
        driven by year-over-year reductions in Sales & Marketing expenses,
        partially offset by higher General & Administrative (G&A) and Research &
        Development ("R&D") expenses. Sales & Marketing expense decline of 25%
        reflects lower compensation expenses resulting from corporate
        restructuring actions taken earlier in the year, delayed or cancelled
        marketing activities and reduced travel-related expenses due to the
        COVID-19 pandemic. G&A expenses increased 2%, while R&D expenses rose
        61% mainly driven by research studies that commenced in Q2 and Q3 2020
        and increased activities to support Cannabis 2.0 product development.
        Share-based Compensation expenses decreased 65% over Q1 2020.
    --  Net Loss: Net loss of $128 million in Q1 2021, a $66 million narrower
        loss versus Q1 2020, was driven by higher revenue and lower SG&A
        expenses.
    --  Adjusted EBITDA: Adjusted EBITDA loss was $92 million in Q1 2021,
        compared to a loss of $93 million in Q1 2020.
    --  Cash Position: Cash and Short-term Investments amounted to $2.0 billion
        at June 30, 2020, unchanged from $2.0 billion at March 31, 2020
        reflecting the investment of approximately $245 million by an indirect
        wholly-owned subsidiary of Constellation Brands (NYSE:STZ) to exercise
        warrants in the Company offset by the EBITDA loss and capital
        investments.

Business & Operational Highlights

    --  Significant progress on our strategic priorities and organizational
        design: Key activities included implementing new organizational
        structure and aligning resources to reflect a new strategy, initiating
        end to end supply chain review, and rolling out dried flower quality
        improvement programs.
    --  Strengthened competitive positioning in Canada recreational market:
        --  Completed a national repositioning of Twd. dried flower value brand;
            our dollar share increased nearly 5pts in value flower in the
            province of Ontario during the latest 4-weeks ended July 19, 2020.
        --  Company's Rec 2.0 products accounted for 13% of total Canada B2B
            sales in Q1 2021; Four Ready-to- Drink ("RTD") cannabis beverages
            under Tweed, Houseplant and DeepSpace brands available nation-wide
            in the Canadian recreational market; over 1.2 million beverage units
            have been shipped since late March 2020.
    --  Stepped up activities in the U.S. market to drive accelerated revenue
        growth:
        --  Launched shopcanopy.com ("ShopCanopy") ecommerce site in current
            quarter; ShopCanopy provides a one-stop shopping destination for the
            Company's growing portfolio of CBD products in the U.S.
        --  BioSteel RTD non-CBD beverages in new environmentally friendly
            Tetrapak packaging is now available for sale online in the U.S; we
            are actively engaging with major retailers in an effort to expand
            distribution of BioSteel products to key markets across the U.S.
        --  Expanded distribution of S&B vaporizer products in the U.S.
        --  Final preparations underway for the launch of Martha Stewart branded
            health and wellness CBD products expected in the coming weeks.
    --  The Company and Acreage Holdings, Inc. ("Acreage") entered into a
        proposal agreement to amend the terms of the existing arrangement
        between the Company and Acreage (the "Amended Arrangement"), that
        reaffirms the Company's path to the U.S. THC market when federally
        permissible; the Amended Arrangement is subject to, among other things,
        Acreage shareholder approval and court approval.
    --  Continuing to assess the impact of the COVID-19 pandemic, with a focus
        on the health and safety of our employees, business continuity and
        supporting our communities.  To date, there has been minimal disruption
        to production and supply chain, all of our 22 corporate-owned retail
        stores have re-opened and our liquidity position remains strong.

First Quarter Fiscal 2021 Financial and Operational Review

Revenue by Channel


                     (in millions of
                      Canadian dollars,
                      unaudited)                                      Q1 2021            Q1 2020  vs. Q1 2020

                                                                                                          ---



                     Canadian recreational net revenue


        -Business to
         business(1)                                                    $34.9               $38.9         (10%)


        -Business to consumer                                            $9.3               $10.6         (12%)

    ---

                     Canadian recreational
                      net revenue                                       $44.2               $49.5         (11%)

    ---

                     Canadian medical net
                      revenue(2)                                        $13.9               $11.7           19%

    ---

                     International medical
                      revenue                                           $20.2               $10.5           92%

    ---

                     All other revenue                                  $32.1               $18.8           71%

    ---

                     Net revenue                                       $110.4               $90.5           22%

    ---

                     (1) Includes excise taxes of $7.2 million (Q1 2020 -$11.5 million).


                     (2) Includes excise taxes of $1.4 million (Q1 2020 -$1.4 million).

Revenue by Form


                     (in millions of
                      Canadian dollars,
                      unaudited)        Q1 2021   Q1 2020   vs. Q1 2020





                     Canadian
                      recreational
                      revenue


        -Dry bud(1)                       $40.1      $60.8          (34%)


        -Oils and
         softgels(1)                       $7.7       $8.2           (6%)


        -Cannabis 2.0
         products(2)                       $7.0 
           $- 
              NM


        -Other revenue
         adjustments(3)                  $(3.4)    $(8.0)           58%


        -Excise taxes                    $(7.2)   $(11.5)           37%



                                          $44.2      $49.5          (11%)


                     Global medical
                      revenue


         -Dry bud                         $10.2       $7.2            42%


         -Oils and
          softgels                        $25.0      $16.4            52%


         -Cannabis 2.0
          products(2)                      $0.3 
           $- 
              NM


         -Excise taxes                   $(1.4)    $(1.4)            0%



                                          $34.1      $22.2            54%




        All other revenue                 $32.1      $18.8            71%

    ---

                     Net revenue         $110.4      $90.5            22%

    ---


                            (1) Excludes the impact of other
                             revenue adjustments.


                            (2) Cannabis 2.0 products include
                             cannabis-infused chocolates,
                             cannabis-infused beverages, and
                             cannabis vape products (including
                             power sources such as rechargeable
                             and compact batteries, ready-to-go
                             vape pens, and cartridges/vape
                             pods)


                            (3) Other revenue adjustments
                             represent the Company's
                             determination of returns and pricing
                             adjustments, and relate to the
                             Canadian recreational business-to-
                             business channel.

Canadian Cannabis

    --  Canadian medical revenue increased 19% from Q1 2020. The year-over-year
        increase due primarily to the prior year quarter being impacted by the
        transition of medical customers to the Spectrum Therapeutics online
        store and limited supply of medical cannabis medical products, as well
        as higher average basket size we saw in Q1 2021.
    --  Recreational B2C net sales declined 12% over the comparative period due
        primarily to the restricted cannabis retail operating environment in
        response to the COVID-19 pandemic, including full closure of our
        corporate owned store for the first half of Q1 2021, and upon reopening
        with click & collect/curbside pick up and reduced hours.
    --  Recreational B2B net sales declined by 10% from Q1 2020 primarily as a
        result of increased competition driving lower market share in dried
        flower, partially offset by new cannabis 2.0 products and reduced
        provisions for returns.

International Cannabis

    --  C(3 )revenue in Q1 2021 increased 75% over Q1 2020 due to the
        recognition of a full quarter of revenue in Q1 2021 (compared to
        approximately two months of revenue in Q1 2020 following the acquisition
        of C(3) by the Company in April 2019) and growth of the Dronabinol
        market in Germany. C(3) revenue increased by 17% on an organic basis,
        adjusted for the timing of acquisitions.

    --  Dried flower sales in Germany grew 181% in Q1 2021 over Q1 2020 due to
        increased supply and patient demand.

Strategic Acquisitions

    --  S&B vaporizer revenue in Q1 2021 increased 74% over Q1 2020, benefiting
        from expanded distribution in the United States and broader product
        portfolio.
    --  This Works sales in Q1 2021 increased 160% over Q1 2020 due in part to
        the recognition of a full quarter of revenue in Q1 2021 (compared to
        less than a month of revenue in Q1 2020 following the acquisition of
        This Works by the Company in May 2020). This Works sales declined by 13%
        on an organic basis, mainly due to the closure of retail stores as a
        result of the COVID-19 pandemic.

The first quarter fiscal 2021 and first quarter fiscal 2020 financial results presented in this press release have been prepared in accordance with U.S. GAAP.

Webcast and Conference Call Information

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

Webcast Information

A live audio webcast will be available at:
https://produceredition.webcasts.com/starthere.jsp?ei=1343663&tp_key=96c72fd568

Replay Information

A replay of the call will be accessible by webcast, until 11:59 PM ET on November 8, 2020, at
https://produceredition.webcasts.com/starthere.jsp?ei=1343663&tp_key=96c72fd568

Non-GAAP Measures

Adjusted EBITDA is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Adjusted EBITDA is calculated as the reported net loss, adjusted to exclude income tax recovery (expense); other income (expense), net; loss on equity method investments; share-based compensation expense; depreciation and amortization expense; asset impairment and restructuring costs; and charges related to the flow-through of inventory step-up on business combinations, and further adjusted to remove acquisition-related costs. The Adjusted EBITDA reconciliation is presented within this news release and explained in the Company's Quarterly Report on Form 10-Q to be filed with the SEC.

Adjusted Gross Margin and Adjusted Gross Margin Percentage are non-GAAP measures used by management that are not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Adjusted Gross Margin is calculated as gross margin excluding charges related to the flow-through of inventory step-up associated with business combinations. Adjusted Gross Margin Percentage is calculated as Adjusted Gross Margin divided by Net Revenue. The Adjusted Gross Margin reconciliation is presented within this news release.

Free Cash Flow is a non- GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. This measure is calculated as net cash provided by (used in) operating activities less purchases of and deposits on property, plant and equipment. The Free Cash Flow reconciliation is presented within this news release and explained in the Company's Quarterly Report on Form 10-Q to be filed with the SEC.

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'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 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. For more information visit www.canopygrowth.com.

Notice Regarding Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of applicable securities laws, which involve certain known and unknown risks and uncertainties. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as "intend," "goal," "strategy," "estimate," "expect," "project," "projections," "forecasts," "plans," "seeks," "anticipates," "potential," "proposed," "will," "should," "could," "would," "may," "likely," "designed to," "foreseeable future," "believe," "scheduled" and other similar expressions. Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Forward-looking statements include, but are not limited to, statements with respect to:

    --  the uncertainties associated with the COVID-19 pandemic, including our
        ability to continue operations, the ability of our suppliers and
        distribution channels to continue to operate, and the use of our
        products by consumers, and disruptions to the global and local economies
        due to related stay-at-home orders, quarantine policies and restrictions
        on travel, trade and business operations and a reduction in
        discretionary consumer spending;
    --  laws and regulations and any amendments thereto applicable to our
        business and the impact thereof, including uncertainty regarding the
        application of U.S. state and federal law to U.S. hemp (including CBD)
        products and the scope of any regulations by the U.S. Federal Drug
        Administration, the U.S. Federal Trade Commission, the U.S. Patent and
        Trademark Office, the U.S. Department of Agriculture (the "USDA") and
        any state equivalent regulatory agencies over U.S. hemp (including CBD)
        products;
    --  expectations regarding the regulation of the U.S. hemp industry in the
        U.S., including the promulgation of regulations for the U.S. hemp
        industry by the USDA;
    --  expectations regarding the potential success of, and the costs and
        benefits associated with, our acquisitions, joint ventures, strategic
        alliances and equity investments;
    --  the plan of arrangement with Acreage Holdings, Inc., as may be amended
        pursuant to the Proposal Agreement, including the consummation of such
        acquisition
    --  the grant, renewal and impact of any license or supplemental license to
        conduct activities with cannabis or any amendments thereof;
    --  our international activities and joint venture interests, including
        required regulatory approvals and licensing, anticipated costs and
        timing, and expected impact;
    --  the ability to successfully create and launch brands and further create,
        launch and scale cannabis-based products and U.S. hemp-derived consumer
        products in jurisdictions where such products are legal and that we
        currently operate in;
    --  the benefits, viability, safety, efficacy, dosing and social acceptance
        of cannabis, including CBD and other cannabinoids;
    --  the anticipated benefits and impact of the CBI Group investments in us
        (the "CBI Group Investments");
    --  the potential exercise of the warrants held by the CBI Group,
        pre-emptive rights and/or top-up rights in connection with the CBI Group
        Investments, including proceeds to us that may result therefrom or the
        potential conversion of notes held by the CBI Group in connection with
        the CBI Group Investments;
    --  expectations regarding the use of proceeds of equity financings,
        including the proceeds from the CBI Group Investments;
    --  the legalization of the use of cannabis for medical or recreational in
        jurisdictions outside of Canada, the related timing and impact thereof
        and our intentions to participate in such markets, if and when such use
        is legalized;
    --  our ability to execute on our strategy and the anticipated benefits of
        such strategy;
    --  the ongoing impact of the legalization of additional cannabis product
        types and forms for recreational use in Canada, including federal,
        provincial, territorial and municipal regulations pertaining thereto,
        the related timing and impact thereof and our intentions to participate
        in such markets;
    --  the ongoing impact of developing provincial, territorial and municipal
        regulations pertaining to the sale and distribution of cannabis, the
        related timing and impact thereof, as well as the restrictions on
        federally regulated cannabis producers participating in certain retail
        markets and our intentions to participate in such markets to the extent
        permissible;
    --  the future performance of our business and operations;
    --  our competitive advantages and business strategies;
    --  the competitive conditions of the industry;
    --  the expected growth in the number of customers using our products;
    --  our ability or plans to identify, develop, commercialize or expand our
        technology and research and development initiatives in cannabinoids, or
        the success thereof;
    --  expectations regarding revenues, expenses and anticipated cash needs;
    --  expectations regarding cash flow, liquidity and sources of funding;
    --  expectations regarding capital expenditures;
    --  the expansion of our production and manufacturing, the costs and timing
        associated therewith and the receipt of applicable production and sale
        licenses;
    --  the expected growth in our growing, production and supply chain
        capacities;
    --  expectations regarding the resolution of litigation and other legal
        proceedings;
    --  expectations with respect to future production costs;
    --  expectations with respect to future sales and distribution channels;
    --  the expected methods to be used to distribute and sell our products;
    --  our future product offerings;
    --  the anticipated future gross margins of our operations;
    --  accounting standards and estimates;
    --  expectations regarding our distribution network; and
    --  expectations regarding the costs and benefits associated with our
        contracts and agreements with third parties, including under our
        third-party supply and manufacturing agreements.

Certain of the forward-looking statements contained herein concerning the industries in which we conduct our business are based on estimates prepared by us using data from publicly available governmental sources, market research, industry analysis and on assumptions based on data and knowledge of these industries, which we believe to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. The industries in which we conduct our business involve risks and uncertainties that are subject to change based on various factors, which are described further below.

The forward-looking statements contained herein are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including: (i) management's perceptions of historical trends, current conditions and expected future developments; (ii) our ability to generate cash flow from operations; (iii) general economic, financial market, regulatory and political conditions in which we operate; (iv) the production and manufacturing capabilities and output from our facilities and our joint ventures, strategic alliances and equity investments; (v) consumer interest in our products; (vi) competition; (vii) anticipated and unanticipated costs; (viii) government regulation of our activities and products including but not limited to the areas of taxation and environmental protection; (ix) the timely receipt of any required regulatory authorizations, approvals, consents, permits and/or licenses; (x) our ability to obtain qualified staff, equipment and services in a timely and cost-efficient manner; (xi) our ability to conduct operations in a safe, efficient and effective manner; (xii) our ability to realize anticipated benefits, synergies or generate revenue, profits or value from our recent acquisitions into our existing operations; (xiii) our ability to continue to operate in light of the COVID-19 pandemic and the impact of the pandemic on demand for, and sales of, our products and our distribution channels; and (xiv) other considerations that management believes to be appropriate in the circumstances. While our management considers these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct.

By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking statements in this press release and other reports we file with, or furnish to, the Securities and Exchange Commission (the "SEC") and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf. Such factors include, without limitation, the risk that the COVID-19 pandemic may disrupt our operations and those of our suppliers and distribution channels and negatively impact the use of our products; consumer demand for cannabis and U.S. hemp products; that cost savings and any other synergies from the CBI Group Investments may not be fully realized or may take longer to realize than expected; future levels of revenues; our ability to manage disruptions in credit markets or changes to our credit rating; future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses; the success or timing of completion of ongoing or anticipated capital or maintenance projects; business strategies, growth opportunities and expected investment; the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan (either within the expected timeframe or at all); the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows; volatility in and/or degradation of general economic, market, industry or business conditions; compliance with applicable environmental, economic, health and safety, energy and other policies and regulations and in particular health concerns with respect to vaping and the use of cannabis and U.S. hemp products in vaping devices; the anticipated effects of actions of third parties such as competitors, activist investors or federal, state, provincial, territorial or local regulatory authorities, self-regulatory organizations, plaintiffs in litigation or persons threatening litigation; changes in regulatory requirements in relation to our business and products; and the factors discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended March 31, 2020 filed with the SEC on June 1, 2020. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.

Forward-looking statements are provided for the purposes of assisting the reader in understanding our financial performance, financial position and cash flows as of and for periods ended on certain dates and to present information about management's current expectations and plans relating to the future, and the reader is cautioned that the forward-looking statements may not be appropriate for any other purpose. While we believe that the assumptions and expectations reflected in the forward-looking statements are reasonable based on information currently available to management, there is no assurance that such assumptions and expectations will prove to have been correct. Forward-looking statements are made as of the date they are made and are based on the beliefs, estimates, expectations and opinions of management on that date. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking statements, except as required by law. The forward-looking statements contained in this press release and other reports we file with, or furnish to, the SEC and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf are expressly qualified in their entirety by these cautionary statements.

Schedule 1


                                   
              
                CANOPY GROWTH CORPORATION

                         
              
                CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

          
              (in thousands of Canadian dollars, except number of shares and per share data, unaudited)




                                                                           June 30,                              March 31,

                                                                               2020                                    2020



                                             
              
                ASSETS



     Current assets:



     Cash and cash equivalents                                            $975,870                              $1,303,176



     Short-term investments                                              1,060,901                                 673,323


      Restricted short-term investments                                      16,436                                  21,539



     Amounts receivable, net                                                72,578                                  90,155



     Inventory                                                             389,800                                 391,086


      Prepaid expenses and other assets                                      98,362                                  85,094




     Total current assets                                                2,613,947                               2,564,373



     Equity method investments                                              58,654                                  65,843



     Other financial assets                                                273,624                                 249,253


      Property, plant and equipment                                       1,508,668                               1,524,803



     Intangible assets                                                     444,199                                 476,366



     Goodwill                                                            1,929,418                               1,954,471



     Other assets                                                           17,320                                  22,636




     Total assets                                                       $6,845,830                              $6,857,745





                              
              
                LIABILITIES AND SHAREHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                      $89,368                                $123,393


      Other accrued expenses and
       liabilities                                                           82,981                                  64,994


      Current portion of long-term debt                                      22,570                                  16,393



     Other liabilities                                                     124,757                                 215,809




     Total current liabilities                                             319,676                                 420,589



     Long-term debt                                                        477,836                                 449,022


      Deferred income tax liabilities                                        45,816                                  47,113


      Liability arising from Acreage
       Arrangement                                                          285,000                                 250,000


      Warrant derivative liability                                          287,122                                 322,491



     Other liabilities                                                     168,239                                 190,660




     Total liabilities                                                   1,583,689                               1,679,875


      Commitments and contingencies


      Redeemable noncontrolling interest                                     81,600                                  69,750


      Canopy Growth Corporation
       shareholders' equity:


      Common shares -$nil par value;
       Authorized -unlimited number of
       shares;                                                            6,724,245                               6,373,544
      Issued -370,865,639 shares and
       350,112,927 shares, respectively



     Additional paid-in capital                                          2,520,371                               2,615,155


      Accumulated other comprehensive
       income                                                               152,415                                 220,899



     Deficit                                                           (4,431,737)                            (4,323,236)



      Total Canopy Growth Corporation
       shareholders' equity                                               4,965,294                               4,886,362



     Noncontrolling interests                                              215,247                                 221,758




     Total shareholders' equity                                          5,180,541                               5,108,120



      Total liabilities and shareholders'
       equity                                                            $6,845,830                              $6,857,745

Schedule 2


                                            
              
                CANOPY GROWTH CORPORATION

                             
              
                CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

                  
              (in thousands of Canadian dollars, except number of shares and per share data, unaudited)




                                                                        Three months ended June 30,



                                                                                               2020                           2019




     Revenue                                                                              $119,088                       $103,391



     Excise taxes                                                                            8,672                         12,909




     Net revenue                                                                           110,416                         90,482



     Cost of goods sold                                                                    103,921                         72,192




     Gross margin                                                                            6,495                         18,290



     Operating expenses:


      Selling, general and
       administrative expenses                                                              135,392                        145,647


      Share-based compensation                                                               30,685                         87,362


      Asset impairment and restructuring
       costs                                                                                 12,794



      Total operating expenses                                                              178,871                        233,009




     Operating loss                                                                      (172,376)                     (214,719)


      Loss from equity method
       investments                                                                          (7,189)                       (1,833)


      Other income (expense), net                                                            48,205                         32,768



      Loss before income taxes                                                            (131,360)                     (183,784)


      Income tax recovery (expense)                                                           3,038                       (10,267)




     Net loss                                                                            (128,322)                     (194,051)


      Net loss attributable to
       noncontrolling interests and                                                        (19,821)                       (8,182)
         redeemable noncontrolling interest



      Net loss attributable to Canopy
       Growth Corporation                                                                $(108,501)                    $(185,869)





      Basic and diluted loss per share                                                      $(0.30)                       $(0.54)


      Basic and diluted weighted average
       common shares outstanding                                                        363,763,347                    346,779,156

Schedule 3



                                                
              
                CANOPY GROWTH CORPORATION

                                 
              
                CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

                                             
              (in thousands of Canadian dollars, unaudited)




                                                                                    Three months ended June 30,



                                                                                                           2020         2019



                   Cash flows from operating activities:



     Net loss                                                                                       $(128,322)  $(194,051)


      Adjustments to reconcile net loss to
       net cash used in operating activities:


      Depreciation of property, plant and
       equipment                                                                                         17,415       13,587


      Amortization of intangible assets                                                                  16,632        7,165


      Share of loss on equity method
       investments                                                                                        7,189        1,833



     Share-based compensation                                                                           30,685       87,362


      Asset impairment and restructuring
       costs                                                                                             12,794


      Income tax (recovery) expense                                                                     (3,038)      10,267



     Non-cash foreign currency                                                                           8,688        2,834


      Change in operating assets and
       liabilities, net of effects from
       purchases

        of businesses:



     Amounts receivable                                                                                 17,577       13,506


      Prepaid expenses and other assets                                                                (16,059)    (24,009)



     Inventory                                                                                        (10,772)    (50,716)


      Accounts payable and accrued
       liabilities                                                                                        3,755     (12,582)


      Other, including non-cash fair value
       adjustments                                                                                     (75,090)    (13,486)



      Net cash used in operating activities                                                           (118,546)   (158,290)



                   Cash flows from investing activities:


      Purchases of and deposits on property,
       plant and equipment                                                                             (61,547)   (211,824)


      Purchases of intangible assets                                                                    (3,088)     (7,692)


      Proceeds on sale of intangible assets                                                              18,337


      (Purchases) redemption of short-term
       investments                                                                                    (382,486)     687,818


      Investments in equity method
       investments                                                                                                  (2,824)


      Investments in other financial assets                                                             (2,564)    (29,414)


      Investment in Acreage Arrangement                                                                           (395,190)


      Recovery of amounts related to
       construction financing                                                                            10,000


      Payment of acquisition related
       liabilities                                                                                      (4,511)    (21,447)


      Net cash outflow on acquisition of
       noncontrolling interests                                                                           (125)


      Net cash outflow on acquisition of
       subsidiaries                                                                                               (425,024)



      Net cash used in investing activities                                                           (425,984)   (405,597)



                   Cash flows from financing activities:



     Payment of share issue costs                                                                        (595)        (74)


      Proceeds from issuance of shares by
       Canopy Rivers                                                                                         92           86


      Proceeds from exercise of stock options                                                             4,722       16,077


      Proceeds from exercise of warrants                                                                244,990          427



     Issuance of long-term debt                                                                          4,439



     Repayment of long-term debt                                                                       (6,345)    (98,207)



      Net cash provided by (used in)
       financing activities                                                                             247,303     (81,691)



      Effect of exchange rate changes on cash
       and cash equivalents                                                                            (30,079)    (18,620)



      Net decrease in cash and cash
       equivalents                                                                                    (327,306)   (664,198)


      Cash and cash equivalents, beginning of
       period                                                                                         1,303,176    2,480,830



      Cash and cash equivalents, end of
       period                                                                                          $975,870   $1,816,632

Schedule 4



     
                Adjusted Gross Margin(1) Reconciliation (Non-GAAP Measure)


                                                                    Three months ended June
                                                                          30,



                   (in thousands of Canadian dollars,
                    unaudited)                                  2020                        2019




     Net revenue                                           $110,416                     $90,482




      Gross margin, as reported                                6,495                      18,290


      Adjustments to gross margin:


      Charges related to the flow-
       through of inventory                                    1,213
      step-up on business combinations




     Adjusted gross margin(1)                                $7,708                     $18,290




      Adjusted gross margin percentage(1)                         7%                        20%





                   (1) Adjusted gross margin and adjusted gross margin percentage are non-GAAP measures. See "Non-GAAP
                    Measures".

Schedule 5



                   Adjusted EBITDA
                
                  (1)
                          
                 Reconciliation (Non-GAAP
                                       Measure)


                                                                                Three months ended June
                                                                                 30,



                   (in thousands of Canadian dollars, unaudited)                                   2020        2019




     Net loss                                                                               $(128,322) $(194,051)



     Income tax (recovery) expense                                                             (3,038)     10,267



     Other (income) expense, net                                                              (48,205)   (32,768)



     Loss on equity method investments                                                           7,189       1,833



     Share-based compensation(2)                                                                30,685      87,362



     Acquisition-related costs                                                                   1,394      13,182



     Depreciation and amortization(2)                                                           34,047      20,752



     Asset impairment and restructuring costs                                                   12,794


      Charges related to the flow-through of inventory                                            1,213

        step-up on business combinations




     Adjusted EBITDA(1)                                                                      $(92,243)  $(93,423)






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


                   2 From Statement of Cash Flows.

Schedule 6


                   Free Cash Flow Reconciliation
                           
                  (1)


                                                                    Three months ended June
                                                                     30,



                   (in thousands of Canadian dollars,
                    unaudited)                                                         2020        2019



      Net cash used in operating
       activities                                                                $(118,546) $(158,290)


      Purchases of and deposits on
       property, plant and equipment                                               (61,547)  (211,824)




     Free cash flow(1)                                                          $(180,093) $(370,114)






     
                (1)Free cash flow is a non-GAAP measure. See "Non-GAAP Measures".

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SOURCE Canopy Growth Corporation