Canopy Growth Reports First Quarter Fiscal Year 2025 Financial Results

Focus on profitable revenue generation delivered 67% increase in gross profit year-over-year

Record quarter for Canada Medical Cannabis with Net Revenue increasing 20% year-over-year and 6th consecutive quarter of growth

Extended maturity of senior secured term loan to December 18, 2026 with an option to further extend to September 18, 2027

SMITHS FALLS, ON, Aug. 9, 2024 /PRNewswire/ - Canopy Growth Corporation ("Canopy Growth" or the "Company") (TSX: WEED) (Nasdaq: CGC) today announces its financial results for the first quarter ended June 30, 2024 ("Q1 FY2025"). All financial information in this press release is reported in Canadian dollars, unless otherwise indicated.

Highlights

    --  Achieved Gross profit of $23MM in Q1 FY2025 representing a 67% increase
        over the first quarter ended June 30, 2023 ("Q1 FY2024"), despite a
        decline in consolidated net revenue.
    --  Delivered consolidated gross margin of 35%, and Canada cannabis segment
        gross margin of 32% during Q1 FY2025.
    --  Operating loss from continuing operations was $29MM in Q1 FY2025, a 47%
        improvement over Q1 FY2024.
    --  Consolidated Adjusted EBITDA(1) loss narrowed to $5MM in Q1 FY2025, a
        77% improvement over Q1 FY2024 driven primarily by cost reduction
        actions already implemented.
    --  Storz & Bickel net revenue increased 2% in Q1 FY2025 over Q1 FY2024, led
        by over 100% growth in Storz & Bickel sales in Germany(2), which offset
        a sales decline in the non-medical vaporizer channel in Australia
        following a regulatory change.
    --  Demonstrated broad-based improvement across key financial metrics in Q1
        FY2025 including a 31% reduction in Cost-of-Goods Sold ("COGS") and a
        24% reduction in Selling General & Administrative ("SG&A") expenses, in
        each case, over Q1 FY2024.
    --  Cash and short-term investments balance of $195MM at June 30, 2024 as
        compared to $203MM at March 31, 2024.

"The fundamentals of our business continue to strengthen, and our focus on profitable revenue generation is yielding clear results as we set the stage for growth in the second half of fiscal 2025. With our core businesses delivering adjusted EBITDA profitability and primed for growth, paired with Canopy USA's positioning to benefit from near-term market opportunities in the U.S., Canopy Growth is advancing rapidly and is well established for multi-market cannabis leadership."

David Klein, Chief Executive Officer

"Our strategic initiatives have led to notable improvements in Gross Margins and Adjusted EBITDA as well as reduction in SG&A expenses. We are pleased that all of our business units delivered positive Adjusted EBITDA during Q1 Fiscal 2025 and expect to achieve positive Adjusted EBITDA on a consolidated basis in the second half of the fiscal year. We've continued to enhance our financial flexibility through additional actions, including the extension of our term loan, which will enable us to fund strategic growth initiatives."

Judy Hong, Chief Financial Officer

First Quarter Fiscal 2025 Financial Summary



            (in millions of Canadian            Net Revenue          Gross margin              Adjusted             Net loss
                                                                                                                        from   Adjusted        Free cash
                                          EBITDA




    dollars, unaudited)                                      percentage             gross margin          continuing           4         flow5
                                      percentage



                                                                                               (3)        operations



            
              Reported                       $66.2                   35 %                  35 %             $(129.2)    $(5.3)          $(55.7)



            vs. Q1 FY2024                            (13 %)             1,700 bps             1,700 bps            (1,122 %)      77 %             49 %


     1 
     Adjusted EBITDA is a non-GAAP measure. See "Non-GAAP Measures" and Schedule 5 for a reconciliation of net loss to Adjusted EBITDA.



     2 
     Based on internal estimates including sales in both B2B and B2C channels; in local currency



     3   Adjusted gross margin is a non-GAAP measure, and for Q1 FY2025 excludes $nil of restructuring cost recorded in cost of goods sold (Q1 FY2024 - excludes $nil of restructuring costs recorded in cost of
           goods sold). See "Non-GAAP Measures" and Schedule 4 for a reconciliation of net revenue to adjusted gross margin.



     4 
     Adjusted EBITDA is a non-GAAP measure. See "Non-GAAP Measures" and Schedule 5 for a reconciliation of net loss to Adjusted EBITDA.



     5 
     Free cash flow is a non-GAAP measure. See "Non-GAAP Measures" and Schedule 6 for a reconciliation of net cash used in operating activities to free cash flow.
    --  Net revenue declined by 13% to $66MM in Q1 FY2025 driven mostly by the
        impact of divested businesses.
    --  Gross margin increased by 1,700 basis points ("bps") to 35% in Q1 FY2025
        driven by improvement in our Canada cannabis segment, which was
        primarily due to the realized benefit of our cost savings program, a
        shift in channel mix to higher margin medical sales and a decline in
        write-down of excess inventory.
    --  SG&A expenses were $48MM in Q1 FY2025, representing a decrease of 24%
        over Q1 FY2024 in part due to continued spending discipline across the
        organization.
    --  Operating loss from continuing operations was $29MM in Q1 FY2025,
        representing an improvement of 47% compared to Q1 FY2024. Adjusted
        EBITDA loss was $5MM, representing a 77% improvement year-over-year,
        driven by higher gross profit and lower SG&A expenses.
    --  Free Cash Flow was an outflow of $56MM in Q1 FY2025, an improvement of
        49% compared to Q1 FY2024 driven by business transformation activities
        executed throughout FY2024 as well as a reduction in interest costs,
        partially offset by increased capital expenditure. Relative to the
        fourth quarter ended March 31, 2024, higher cash outflow from operations
        is primarily due to the timing of working capital and certain payments.
    --  The Company continues to proactively improve and strengthen its balance
        sheet and announced today that it has entered into an amendment to its
        credit agreement with all of the lenders to its senior secured term loan
        (the "Term Loan"). This transaction accomplishes:
        --  Significant deleveraging of up to US$200MM: Principal repayment of
            US$100MM with an option to pay down an additional US$100MM;
        --  Repayment of US$97.5MM in order to reduce the principal amount
            outstanding on the Term Loan by US$100MM
        --  Option to pay an additional US$97.5MM in order to reduce an
            additional US$100MM of the principal amount of the Term Loan;
        --  Interest expense savings through a reduction in annual interest of
            US$14MM for each $100MM principal reduction and total potential
            interest savings of US$28MM; and
        --  Maturity date extension of 9-months to December 18, 2026 with an
            option to further extend the maturity date to September 18, 2027,
            upon completion of the voluntary prepayment above.

Business Highlights

Canada cannabis

    --  Canada cannabis net revenue was $38MM in Q1 FY2025, a decrease of 6%
        year-over-year, with record Canada medical cannabis net revenue offset
        by lower adult-use cannabis net revenues. Canada medical cannabis net
        revenue increased 20% year-over-year, driven in part by strong demand
        for high-margin Spectrum Therapeutics products and the broader
        assortment of products available through the online platform.
    --  In the latter half of Q1 FY2025, our Canadian adult-use cannabis
        business launched a range of new products into the market across
        priority categories including 7ACRES Ultra Jack flower, Maitri
        Strawberry Frappe flower (Quebec exclusive), Tweed Sugar Free Cola
        beverage, and the 7ACRES Café Vanilla Delight All-In-One vape.
    --  Higher flower yields resulting from upgrades underway at our Kincardine
        facility, increased pre-rolled production capacity, additional
        third-party suppliers, targeted wholesale pricing actions, and increased
        distribution secured in Q1 FY2025, are expected to increase Canada
        adult-use top line in the coming quarters.

International markets cannabis

    --  International markets cannabis net revenue in Q1 FY2025 declined 1% as
        compared to Q1 FY2024, with growth in high-margin Poland offset by a
        decline in Australia. International markets cannabis gross margin was
        36% in Q1 FY2025, up 200 bps as compared to Q1 FY2024.
    --  Maintained top 4 market share position in the Germany medical cannabis
        market(6). Strong demand signals in German medical cannabis market post
        legalization with the number of prescriptions and volume of cannabis
        prescribed increasing by over 20% nationally(6).
    --  The Company is taking steps to increase supply to the German market by
        augmenting Canadian sourced flower with EU-based supply with a supply
        agreement signed during the quarter and additional agreements expected
        to be completed in FY2025.

Storz & Bickel(®)

    --  Storz & Bickel net revenue in Q1 FY2025 increased 2% as compared to Q1
        FY2024 driven by strong growth in Germany, contribution from the Venty
        portable vaporizer, which was launched in the third quarter of FY2024,
        and strong sales of the Mighty vaporizer.
    --  Following the regulatory changes in the non-medical channel in
        Australia, Storz & Bickel vaporizers are the only medically-certified
        whole flower vaporizers available for sale in Australia which is
        expected to drive growth opportunities in the Australian medical
        channel.
    --  Additional market activities, including the launch of an affiliate
        program with select retailers in key U.S. states, are expected to
        increase U.S. distribution.

Canopy USA

    --  Canopy USA, LLC ("Canopy USA") closed the acquisitions of approximately
        75% of the shares of Lemurian, Inc. ("Jetty") and two of three Wana
        entities, being Wana Wellness, LLC and The CIMA Group, LLC, with the
        full acquisition of Wana expected by end of summer, subject to
        regulatory approval, once the acquisition of Mountain High Products, LLC
        is complete.
    --  Wana Brands edibles were launched in Connecticut and New York State in
        the three-month period ended June 30, 2024. Wana Brands also announced
        the launch of the first three hemp-derived edibles via its partnership
        with Happi. Wana's revenue during the first half of calendar year 2024
        was impacted by a challenging market dynamic in Colorado.
    --  Jetty expanded its solventless vape product offering in California with
        the launch of All-In-One and Hybrid vapes. Jetty also expanded its
        offering of products in the state of New York with the launch of
        high-THC infused pre-rolls. Jetty maintained its #1 share of the
        national solventless vape market(7).
    --  The option (the "Acreage Option") to acquire all of the issued and
        outstanding Fixed Shares of Acreage Holdings Inc. ("Acreage") has been
        exercised, with Canopy USA expecting to close its acquisition of Acreage
        in the first half of calendar year 2025, subject to certain closing
        conditions.
    --  On August 6, 2024, Acreage announced the commencement of non-medical
        cannabis sales in the state of Ohio at Acreage's The Botanist dispensary
        locations in Akron, Canton, Cleveland, Wickliffe, and Columbus.


     
     6 Source: Insight Health Greenline ODV National Database, July 2024



     
     7 Based on BDSA June 2024 data for dollars sold for all product categories

First Quarter Fiscal 2025 Revenue Review(8)

Revenue by Channel


                   (in millions of Canadian dollars, unaudited)       Q1 FY2025 Q1 FY2024  Vs. Q1 FY2024



     
                Canada cannabis



     Canadian adult-use cannabis9                                        $18.9      $24.3          (22 %)



     Canada medical cannabis10                                           $18.8      $15.6            20 %


                                                                          $37.7      $39.9           (6 %)




                   International markets cannabis11                       $10.1      $10.2           (1 %)



     
                Storz & Bickel                                         $18.4      $18.1             2 %



     
                This Works                                   
     
              $-      $6.0         (100 %)



     Other                                                         
            $-      $2.1         (100 %)





     
                Net revenue                                            $66.2      $76.3          (13 %)

The Q1 FY2025 and Q1 FY2024 financial results presented in this press release have been prepared in accordance with U.S. GAAP.


        8 In Q1 FY2025, we are reporting our financial results for the following four reportable segments: (i) Canada cannabis; (ii) international markets cannabis; (iii) Storz & Bickel; and (iv) This Works. On December 18, 2023, the Company completed the sale of This Works and as of such date, the results of This Works are no longer included in the Company's financial results. Information regarding segment net revenue and segment gross margin for the comparative periods has been restated to reflect the
         aforementioned change in reportable segments.



     
     9 For Q1 FY2025, amount is net of excise taxes of $7.5 MM and other revenue adjustments of $1.2 MM (Q1 FY2024 - $11.0 MM and $0.9 MM, respectively).



     
     10 For Q1 FY2025, amount is net of excise taxes of $2.1 MM (Q1 FY2024 - $1.4 MM).



     
     11 For Q1 FY2025, amount reflects other revenue adjustments of $nil (Q1 FY2024 - $0.1 MM).

Webcast and Conference Call Information

The Company will host a conference call and audio webcast with David Klein, CEO and Judy Hong, CFO at 10:00 AM Eastern Time on August 9, 2024.

Webcast Information

A live audio webcast will be available at: https://app.webinar.net/Lm5q6QW1Apv

Replay Information

A replay will be accessible by webcast until 11:59 PM ET on November 7, 2024 at: https://app.webinar.net/Lm5q6QW1Apv

Non-GAAP Measures

Adjusted EBITDA is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Adjusted EBITDA is calculated as the reported net income (loss), adjusted to exclude income tax recovery (expense); other income (expense), net; loss on equity method investments; share-based compensation expense; depreciation and amortization expense; asset impairment and restructuring costs; restructuring costs recorded in cost of goods sold; and charges related to the flow-through of inventory step-up on business combinations, and further adjusted to remove acquisition, divestiture, and other costs. Asset impairments related to periodic changes to the Company's supply chain processes are not excluded from Adjusted EBITDA given their occurrence through the normal course of core operational activities. The Adjusted EBITDA reconciliation is presented within this news release and explained in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (the "Form 10-Q") filed with the Securities and Exchange Commission ("SEC").

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

Adjusted gross margin and adjusted gross margin percentage are non-GAAP measures used by management that are not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Adjusted gross margin is calculated as gross margin excluding restructuring and other charges recorded in cost of goods sold, and charges related to the flow-through of inventory step-up on business combinations. Adjusted gross margin percentage is calculated as adjusted gross margin divided by net revenue. The adjusted gross margin and adjusted gross margin percentage reconciliation is presented within this news release and explained in the Form 10-Q filed with the SEC.

About Canopy Growth

Canopy Growth is a world leading cannabis company dedicated to unleashing the power of cannabis to improve lives.

Through an unwavering commitment to our consumers, Canopy Growth delivers innovative products with a focus on premium and mainstream cannabis brands including Doja, 7ACRES, Tweed, and Deep Space, in addition to category defining vaporizer technology made in Germany by Storz & Bickel.

Canopy Growth has also established a comprehensive ecosystem to realize the opportunities presented by the U.S. THC market through an unconsolidated, non-controlling interest in Canopy USA, which owns and operates Jetty Extracts, a California-based producer of high- quality cannabis extracts and pioneer of clean vape technology, in addition to holding rights for Wana Brands, a leading North American edibles brand, as well as Acreage Holdings, a vertically integrated multi-state cannabis operator with principal operations in densely populated states across the Northeast and Midwest.

Beyond its world-class products, Canopy Growth is leading the industry forward through a commitment to social equity, responsible use, and community reinvestment - pioneering a future where cannabis is understood and welcomed for its potential to help achieve greater well-being and life enhancement.

For more information visit www.canopygrowth.com.

Notice Regarding Forward Looking Statements

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

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

    --  laws and regulations and any amendments thereto applicable to our
        business and the impact thereof, including uncertainty regarding the
        application of U.S. state and federal law to hemp (including cannabidiol
        ("CBD")) products and the scope of any regulations by the U.S. Food and
        Drug Administration, the U.S. Drug Enforcement Administration, the U.S.
        Federal Trade Commission, the U.S. Patent and Trademark Office, the U.S.
        Department of Agriculture and any state equivalent regulatory agencies
        over hemp (including CBD) products;
    --  expectations regarding the amount or frequency of impairment losses,
        including as a result of the write-down of intangible assets, including
        goodwill;
    --  our ability to refinance debt as and when required on terms favorable to
        us and comply with covenants contained in our debt facilities and debt
        instruments;
    --  the impacts of the Company's strategy to accelerate entry into the U.S.
        cannabis market through the creation of Canopy USA, including the costs
        and benefits associated with the amendments made to the Canopy USA
        structure to facilitate the deconsolidation of the financial results of
        Canopy USA within the Company's financial statements;
    --  expectations for Canopy USA to capitalize on the opportunity for growth
        in the United States cannabis sector and the anticipated benefits of
        such strategy;
    --  the timing and outcome of the floating share arrangement, whereby,
        subject to the terms and conditions of a Floating Share Arrangement
        Agreement (the "Floating Share Arrangement Agreement"), Canopy USA is
        expected to acquire all of the issued and outstanding Class D
        subordinate voting shares (the "Floating Shares") of Acreage by way of a
        court-approved plan on arrangement under the Business Corporations Act
        (British Columbia) (the "Floating Share Arrangement") in exchange for
        0.045 of a Company common share for each Floating Share held, the
        anticipated benefits of the Floating Share Arrangement, the anticipated
        timing and occurrence of the acquisition of the Class E subordinate
        voting shares (the "Fixed Shares") of Acreage pursuant to the exercise
        of the Acreage Option, the anticipated timing and occurrence of the
        acquisition of the Floating Shares by Canopy USA, the satisfaction or
        waiver of the closing conditions set out in the Floating Share
        Arrangement Agreement and the arrangement agreement dated April 18,
        2019, as amended on May 15, 2019, September 23, 2020 and November 17,
        2020 (the "Existing Acreage Arrangement Agreement"), including receipt
        of all regulatory approvals;
    --  the anticipated timing and occurrence of the acquisition of Mountain
        High Products, LLC;
    --  the acquisition of additional Class A shares of Canopy USA in connection
        with the investment in Canopy USA by the Huneeus 2017 Irrevocable Trust
        (the "Trust") in the aggregate amount of up to US$20 million (the "Trust
        Transaction"), including any warrants of Canopy USA issued to the Trust
        in accordance with the share purchase agreement entered into by the
        Trust and Canopy USA;
    --  the anticipated extension to the maturity date of the Term Loan and the
        timing and occurrence of any prepayments of the Term Loan in connection
        with the amendment to the credit agreement;
    --  expectations regarding the potential success of, and the costs and
        benefits associated with, our acquisitions, strategic alliances, equity
        investments and dispositions;
    --  the grant, renewal and impact of any license or supplemental license to
        conduct activities with cannabis or any amendments thereof;
    --  our international activities, including required regulatory approvals
        and licensing, anticipated costs and timing, and expected impact;
    --  our ability to successfully create and launch brands and further create,
        launch and scale cannabis-based products and hemp-derived consumer
        products in jurisdictions where such products are legal and that we
        currently operate in;
    --  the benefits, viability, safety, efficacy, dosing and social acceptance
        of cannabis, including CBD and other cannabinoids;
    --  our ability to maintain effective internal control over financial
        reporting;
    --  our ability to continue as a going concern;
    --  expectations regarding the use of proceeds of equity financings;
    --  the legalization of the use of cannabis for medical or adult-use in
        jurisdictions outside of Canada, the related timing and impact thereof
        and our intentions to participate in such markets, if and when such use
        is legalized;
    --  our ability to execute on our strategy and the anticipated benefits of
        such strategy;
    --  the ongoing impact of the legalization of additional cannabis product
        types and forms for adult-use in Canada, including federal, provincial,
        territorial and municipal regulations pertaining thereto, the related
        timing and impact thereof and our intentions to participate in such
        markets;
    --  the ongoing impact of developing provincial, state, territorial and
        municipal regulations pertaining to the sale and distribution of
        cannabis, the related timing and impact thereof, as well as the
        restrictions on federally regulated cannabis producers participating in
        certain retail markets and our intentions to participate in such markets
        to the extent permissible;
    --  the timing and nature of legislative changes in the U.S. regarding the
        regulation of cannabis including tetrahydrocannabinol;
    --  the future performance of our business and operations;
    --  our competitive advantages and business strategies;
    --  the competitive conditions of the industry;
    --  the expected growth in the number of customers using our products;
    --  our ability or plans to identify, develop, commercialize or expand our
        technology and research and development initiatives in cannabinoids, or
        the success thereof;
    --  expectations regarding revenues, expenses and anticipated cash needs;
    --  expectations regarding cash flow, liquidity and sources of funding;
    --  expectations regarding capital expenditures;
    --  the expansion of our production and manufacturing, the costs and timing
        associated therewith and the receipt of applicable production and sale
        licenses;
    --  expectations with respect to our growing, production and supply chain
        capacities;
    --  expectations regarding the resolution of litigation and other legal and
        regulatory proceedings, reviews and investigations;
    --  expectations with respect to future production costs;
    --  expectations with respect to future sales and distribution channels and
        networks;
    --  the expected methods to be used to distribute and sell our products;
    --  our future product offerings;
    --  the anticipated future gross margins of our operations;
    --  accounting standards and estimates;
    --  expectations regarding our distribution network;
    --  expectations regarding the costs and benefits associated with our
        contracts and agreements with third parties, including under our
        third-party supply and manufacturing agreements;
    --  our ability to comply with the listing requirements of the Nasdaq Stock
        Market LLC and the Toronto Stock Exchange; and
    --  expectations on price changes in cannabis markets.

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

The forward-looking statements contained herein are based upon certain material assumptions , including: (i) management's perceptions of historical trends, current conditions and expected future developments; (ii) our ability to generate cash flow from operations; (iii) general economic, financial market, regulatory and political conditions in which we operate; (iv) the production and manufacturing capabilities and output from our facilities, strategic alliances and equity investments; (v) consumer interest in our products; (vi) competition; (vii) anticipated and unanticipated costs; (viii) government regulation of our activities and products including but not limited to the areas of taxation and environmental protection; (ix) the timely receipt of any required regulatory authorizations, approvals, consents, permits and/or licenses; (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; and (xiii) other considerations that management believes to be appropriate in the circumstances. While our management considers these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct. Financial outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to various risks as set out herein. Our actual financial position and results of operations may differ materially from management's current expectations.

By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking statements in this press release and other reports we file with, or furnish to, the SEC and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf. Such factors include, without limitation, our limited operating history; our ability to continue as a going concern; risks that we may be required to write down intangible assets, including goodwill, due to impairment; the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan (either within the expected timeframe or at all); our ability to maintain an effective system of internal control; the diversion of management time on matters related to Canopy USA; the ability of parties to certain transactions to receive, in a timely manner and on satisfactory terms, the necessary regulatory approvals; the risks that the Trust's future ownership interest in Canopy USA is not quantifiable, and the Trust may have significant ownership and influence over Canopy USA; the risks relating to the conditions set forth in the Floating Share Arrangement Agreement and the Existing Acreage Arrangement Agreement not being satisfied or waived; the risks related to Acreage's financial statements expressing doubt about its ability to continue as a going concern; the risks in the event that Acreage cannot satisfy its debt obligations as they become due;; volatility in and/or degradation of general economic, market, industry or business conditions; risks relating to our current and future operations in emerging markets; compliance with applicable environmental, economic, health and safety, energy and other policies and regulations and in particular health concerns with respect to vaping and the use of cannabis products in vaping devices; risks and uncertainty regarding future product development; changes in regulatory requirements in relation to our business and products; our reliance on licenses issued by and contractual arrangements with various federal, state and provincial governmental authorities; inherent uncertainty associated with projections; future levels of revenues and the impact of increasing levels of competition; third-party manufacturing risks; third-party transportation risks; inflation risks; our exposure to risks related to an agricultural business, including wholesale price volatility and variable product quality; changes in laws, regulations and guidelines and our compliance with such laws, regulations and guidelines; risks relating to inventory write downs; risks relating to our ability to refinance debt as and when required on terms favorable to us and to comply with covenants contained in our debt facilities and debt instruments; risks associated with jointly owned investments; our ability to manage disruptions in credit markets or changes to our credit ratings; the success or timing of completion of ongoing or anticipated capital or maintenance projects; risks related to the integration of acquired businesses; the timing and manner of the legalization of cannabis in the United States; business strategies, growth opportunities and expected investment; counterparty risks and liquidity risks that may impact our ability to obtain loans and other credit facilities on favorable terms; the potential effects of judicial, regulatory or other proceedings, litigation or threatened litigation or proceedings, or reviews or investigations, on our business, financial condition, results of operations and cash flows; risks associated with divestment and restructuring; the anticipated effects of actions of third parties such as competitors, activist investors or federal, state, provincial, territorial or local regulatory authorities, self-regulatory organizations, plaintiffs in litigation or persons threatening litigation; consumer demand for cannabis and hemp products; the implementation and effectiveness of key personnel changes; risks related to stock exchange restrictions; risks related to the protection and enforcement of our intellectual property rights; the risks related to our exchangeable shares having different rights from our common shares and there may never be a trading market for our exchangeable shares; future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses; and the factors discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024 and in Item 1A of Part II of the Form 10-Q for the fiscal quarter ended June 30, 2024 to be filed with the SEC. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.

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

Schedule 1


                                                                                
              
                CANOPY GROWTH CORPORATION
                                                                           
                CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
                                                            (in thousands of Canadian dollars, except number of shares and per share data, unaudited)




                                                                                                                                                                      June 30,                     March 31,
                                                                                                                                                                  2024                    2024


                                                                                         
              
                ASSETS



             Current assets:



             Cash and cash equivalents                                                                                                                 $
           192,156         $
            170,300



             Short-term investments                                                                                                                               2,766                    33,161



             Restricted short-term investments                                                                                                                    7,691                     7,310



             Amounts receivable, net                                                                                                                             50,889                    51,847



             Inventory                                                                                                                                           84,518                    77,292



             Assets of discontinued operations                                                                                                                                             8,038



             Prepaid expenses and other assets                                                                                                                   19,773                    23,232



             Total current assets                                                                                                                               357,793                   371,180



             Equity method investments                                                                                                                          150,669



             Other financial assets                                                                                                                             297,865                   437,629



             Property, plant and equipment                                                                                                                      315,022                   320,103



             Intangible assets                                                                                                                                   98,956                   104,053



             Goodwill                                                                                                                                            43,368                    43,239



             Other assets                                                                                                                                        22,555                    24,126



             Total assets                                                                                                                            $
           1,286,228       $
            1,300,330




                                                                          
              
                LIABILITIES AND SHAREHOLDERS' EQUITY



             Current liabilities:



             Accounts payable                                                                                                                           $
           25,488          $
            28,673



             Other accrued expenses and liabilities                                                                                                              51,293                    54,039



             Current portion of long-term debt                                                                                                                    2,457                   103,935



             Other liabilities                                                                                                                                   87,361                    48,068



             Total current liabilities                                                                                                                          166,599                   234,715



             Long-term debt                                                                                                                                     558,489                   493,294



             Other liabilities                                                                                                                                   28,217                    71,814



             Total liabilities                                                                                                                                  753,305                   799,823



             Commitments and contingencies



             Canopy Growth Corporation shareholders' equity:



             Share capital                                                                                                                                    8,393,936                 8,244,301
      Common shares - $nil par value; Authorized - unlimited; Issued and
      outstanding - 80,999,437 shares and 91,115,501 shares, respectively.
      Exchangeable shares - $nil par value; Authorized - unlimited; Issued
      and outstanding - 26,261,474 shares and nil shares, respectively.



             Additional paid-in capital                                                                                                                       2,617,703                 2,602,148



             Accumulated other comprehensive loss                                                                                                              (21,548)                 (16,051)



             Deficit                                                                                                                                       (10,457,168)             (10,330,030)



             Total Canopy Growth Corporation shareholders' equity                                                                                               532,923                   500,368



             Noncontrolling interests                                                                                                                                                        139



             Total shareholders' equity                                                                                                                         532,923                   500,507



             Total liabilities and shareholders' equity                                                                                              $
           1,286,228       $
            1,300,330

Schedule 2


                                                                       
              
                CANOPY GROWTH CORPORATION
                                                                    CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                                   (in thousands of Canadian dollars, except number of shares and per share data, unaudited)




                                                                                                                                                           Three months ended June 30,


                                                                                                                                                       2024                              2023



             Revenue                                                                                                                           $
         75,783                   $
             88,644



             Excise taxes                                                                                                                              9,571                              12,386



             Net revenue                                                                                                                              66,212                              76,258



             Cost of goods sold                                                                                                                       43,181                              62,496



             Gross margin                                                                                                                             23,031                              13,762



             Operating expenses



             Selling, general and administrative expenses                                                                                             47,968                              62,763



             Share-based compensation                                                                                                                  4,151                               3,717



             Loss on asset impairment and restructuring                                                                                                   20                               1,934



             Total operating expenses                                                                                                                 52,139                              68,414



             Operating loss from continuing operations                                                                                              (29,108)                           (54,652)



             Other income (expense), net                                                                                                            (93,889)                             46,101



             Loss from continuing operations before income taxes                                                                                   (122,997)                            (8,551)



             Income tax expense                                                                                                                      (6,194)                            (2,018)



             Net loss from continuing operations                                                                                                   (129,191)                           (10,569)



             Discontinued operations, net of income tax                                                                                                2,053                            (31,292)



             Net loss                                                                                                                              (127,138)                           (41,861)



             Discontinued operations attributable to noncontrolling interests                                                                                                           (3,740)
      and redeemable noncontrolling interest



             Net loss attributable to Canopy Growth Corporation                                                                             $
         (127,138)                $
             (38,121)





             
                Basic and diluted loss per share(1)



             Continuing operations                                                                                                             $
         (1.63)                  $
             (0.19)



             Discontinued operations                                                                                                                    0.03                              (0.50)



             Basic and diluted loss per share                                                                                                  $
         (1.60)                  $
             (0.69)



             Basic and diluted weighted average common shares                                                                                     79,243,020                          55,045,936
      outstanding(1)


     
     (1) Prior year share and per share amounts have been retrospectively adjusted to reflect the Share Consolidation, which became effective on December 15, 2023.

Schedule 3


                                                                                 
              
                CANOPY GROWTH CORPORATION
                                                                              CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                   (in thousands of Canadian dollars, unaudited)




                                                                                                                                                         Three months ended June
                                                                                                                                                                       30,


                                                                                                                                                  2024                             2023



             
                Cash flows from operating activities:



             Net loss                                                                                                                    $
       (127,138)                $
            (41,861)



             Gain (loss) from discontinued operations, net of income tax                                                                          2,053                           (31,292)



             Net loss from continuing operations                                                                                              (129,191)                          (10,569)



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



             Depreciation of property, plant and equipment                                                                                        5,682                             10,689



             Amortization of intangible assets                                                                                                    5,348                              6,422



             Share-based compensation                                                                                                             4,151                              3,717



             Loss on asset impairment and restructuring                                                                                              86                             10,582



             Income tax expense                                                                                                                   6,194                              2,018



             Non-cash fair value adjustments and charges related to                                                                              79,793                           (68,455)
      settlement of long-term debt



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



             Amounts receivable                                                                                                                     668                           (20,410)



             Inventory                                                                                                                          (7,008)                             2,237



             Prepaid expenses and other assets                                                                                                    (185)                               404



             Accounts payable and accrued liabilities                                                                                           (5,911)                          (18,015)



             Other, including non-cash foreign currency                                                                                        (11,407)                          (24,839)



             Net cash used in operating activities - continuing operations                                                                     (51,780)                         (106,219)



             Net cash used in operating activities - discontinued operations                                                                                                     (42,452)



             Net cash used in operating activities                                                                                             (51,780)                         (148,671)



             
                Cash flows from investing activities:



             Purchases of and deposits on property, plant and equipment                                                                         (3,920)                           (1,946)



             Purchases of intangible assets                                                                                                        (14)                             (304)



             Proceeds on sale of property, plant and equipment                                                                                    4,926                             83,143



             Redemption of short-term investments                                                                                                30,022                             72,153



             Net cash outflow on sale or deconsolidation of subsidiaries                                                                        (6,968)



             Net cash inflow on loan receivable                                                                                                  28,103                                367



             Investment in other financial assets                                                                                              (95,335)                             (472)



             Other investing activities                                                                                                                                          (10,556)



             Net cash (used in) provided by investing activities - continuing operations                                                       (43,186)                           142,385



             Net cash provided by investing activities - discontinued operations                                                                 10,157                                189



             Net cash (used in) provided by investing activities                                                                               (33,029)                           142,574



             
                Cash flows from financing activities:



             Proceeds from issuance of common shares and warrants                                                                                53,854



             Issuance of long-term debt and convertible debentures                                                                               68,255



             Repayment of long-term debt                                                                                                       (11,836)                         (118,277)



             Other financing activities                                                                                                         (4,498)                          (14,833)



             Net cash provided by (used in) financing activities                                                                                105,775                          (133,110)



             Effect of exchange rate changes on cash and cash equivalents                                                                           890                            (4,534)



             Net increase (decrease) in cash and cash equivalents                                                                                21,856                          (143,741)



             Cash and cash equivalents, beginning of period(1)                                                                                  170,300                            677,007



             Cash and cash equivalents, end of period(2)                                                                                   $
       192,156                  $
            533,266



             
                (1) Includes cash of our discontinued operations of $nil and $9,314 for March 31, 2024 and 2023, respectively.



             
                (2) Includes cash of our discontinued operations of $nil and $9,816 for June 30, 2024 and 2023, respectively.

Schedule 4



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


                                                                                                                                     Three months ended June 30,



     
                (in thousands of Canadian dollars except where indicated; unaudited)                                              2024                          2023



     Net revenue                                                                                                                 $
     66,212                     $
       76,258





     Gross margin, as reported                                                                                                      23,031                          13,762



     Adjusted gross margin(1)                                                                                                    $
     23,031                     $
       13,762





     Adjusted gross margin percentage(1)                                                                                                35                              18
                                                                                                                                          %                              %



     
                (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)                                                       2024                      2023



     Net loss from continuing operations                                                                      $
       (129,191)                $
     (10,569)



     Income tax expense                                                                                                6,194                       2,018



     Other (income) expense, net                                                                                      93,889                    (46,101)



     Share-based compensation                                                                                          4,151                       3,717



     Acquisition, divestiture, and other costs                                                                         8,627                       8,904



     Depreciation and amortization(2)                                                                                 11,030                      17,111



     Loss on asset impairment and restructuring                                                                           20                       1,934



     Adjusted EBITDA(1)                                                                                         $
       (5,280)                $
     (22,986)



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



     
                2 From Consolidated Statements of Cash Flows.

Schedule 6



             
                Free Cash Flow(1) Reconciliation (Non-GAAP Measure)


                                                                                                   Three months ended June
                                                                                                        30,



             
                (in thousands of Canadian dollars, unaudited)                       2024                    2023



              Net cash used in operating activities - continuing operations                 (51,780)                (106,219)



              Purchases of and deposits on property, plant and equipment                     (3,920)                  (1,946)
      - continuing operations



              Free cash flow - continuing operations(1)                                     (55,700)                (108,165)



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

Schedule 7



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


                                                                                                                                    Three months ended June 30,



     
                (in thousands of Canadian dollars except where indicated; unaudited)                                                             2024            2023



     
                Canada cannabis segment



     Net revenue                                                                                                                       $
              37,678      $
        39,893



     Gross margin, as reported                                                                                                                     12,094             (268)



     Gross margin percentage, as reported                                                                                                              32               (1)
                                                                                                                                                         %                %



     .



     Adjusted gross margin(1)                                                                                                          $
              12,094       $
        (268)



     Adjusted gross margin percentage(1)                                                                                                               32               (1)
                                                                                                                                                         %                %





     
                International markets cannabis segment



     Revenue                                                                                                                           $
              10,082      $
        10,162



     Gross margin, as reported                                                                                                                      3,625             3,481



     Gross margin percentage, as reported                                                                                                              36                34
                                                                                                                                                         %                %



     .



     Adjusted gross margin(1)                                                                                                           $
              3,625       $
        3,481



     Adjusted gross margin percentage(1)                                                                                                               36                34
                                                                                                                                                         %                %





     
                Storz & Bickel segment



     Revenue                                                                                                                           $
              18,452      $
        18,073



     Gross margin, as reported                                                                                                                      7,312             7,707



     Gross margin percentage, as reported                                                                                                              40                43
                                                                                                                                                         %                %





     Adjusted gross margin(1)                                                                                                           $
              7,312       $
        7,707



     Adjusted gross margin percentage(1)                                                                                                               40                43
                                                                                                                                                         %                %





     
                This Works segment



     Revenue                                                                                                                     
     $                           $
        6,017



     Gross margin, as reported                                                                                                                                       2,895



     Gross margin percentage, as reported                                                                                                               0                48
                                                                                                                                                         %                %



     .



     Adjusted gross margin(1)                                                                                                    
     $                           $
        2,895



     Adjusted gross margin percentage(1)                                                                                                                0                48
                                                                                                                                                         %                %





     
                Other



     Revenue                                                                                                                     
     $                           $
        2,113



     Gross margin, as reported                                                                                                                                        (53)



     Gross margin percentage, as reported                                                                                                               0               (3)
                                                                                                                                                         %                %





     Adjusted gross margin(1)                                                                                                    
     $                            $
        (53)



     Adjusted gross margin percentage(1)                                                                                                                0               (3)
                                                                                                                                                         %                %



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

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SOURCE Canopy Growth Corporation