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Canopy Growth(CGC) - 2025 Q1 - Quarterly Report
CGCCanopy Growth(CGC)2024-08-09 10:30
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Financial Reporting and Currency - The company's financial statements are reported in thousands of Canadian dollars, with the majority of operations conducted in Canadian dollars[98] - A hypothetical 10% change in the U.S. dollar against the Canadian dollar would affect the carrying value of net assets by approximately 75.5million,whilea1075.5 million, while a 10% change in the euro would affect it by approximately 20.1 million[161] - The company's cash and cash equivalents, and short-term investments consisted of 75.5millionininterestratesensitiveinstrumentsasofJune30,2024[162]U.S.MarketExpansionandAcquisitions−ThecompanyisfocusingonacceleratingentryintotheU.S.cannabismarketthroughthecreationofCanopyUSA,LLC,withexpectationsforgrowthintheU.S.cannabissector[99]−CanopyUSAwascreatedtoholdU.S.cannabisinvestments,withthecompanymodifyingitsstructuretocomplywithNasdaqlistingrequirements,includingdeconsolidatingCanopyUSA′sfinancialresults[106]−CanopyUSAcompletedtheacquisitionofWana,aleadingcannabisediblesbrandinNorthAmerica,andJetty,aCalifornia−basedproducerofcannabisextracts,in2024[107]−CanopyUSAexercisedtheoptiontoacquireapproximately7075.5 million in interest rate sensitive instruments as of June 30, 2024[162] U.S. Market Expansion and Acquisitions - The company is focusing on accelerating entry into the U.S. cannabis market through the creation of Canopy USA, LLC, with expectations for growth in the U.S. cannabis sector[99] - Canopy USA was created to hold U.S. cannabis investments, with the company modifying its structure to comply with Nasdaq listing requirements, including deconsolidating Canopy USA's financial results[106] - Canopy USA completed the acquisition of Wana, a leading cannabis edibles brand in North America, and Jetty, a California-based producer of cannabis extracts, in 2024[107] - Canopy USA exercised the option to acquire approximately 70% of Acreage's shares, a leading vertically-integrated multi-state cannabis operator in the U.S., on June 4, 2024[107] - Canopy USA holds a 63.5% interest in TerrAscend, a major North American cannabis operator, through exchangeable shares, options, and warrants[108] - Canopy USA holds 60,955,929 common shares issued to Wana shareholders, representing a significant portion of Canopy USA's issued and outstanding shares[109] - Canopy USA issued 60,955,929 common shares and Canopy Growth issued 1,086,279 common shares to Wana shareholders as part of the Wana Amending Agreement[109] - Canopy USA's acquisition of Acreage involves issuing 0.045 of a Canopy Growth common share for each Floating Share held, with a total value of US30.4 million in common shares issued to Holders[111] - Canopy Growth deconsolidated Canopy USA's financial results as of April 30, 2024, recognizing an equity method investment and a loan receivable at fair value[114] Financial Performance and Metrics - Net revenue for Q1 fiscal 2025 was 66.2million,adecreaseof66.2 million, a decrease of 10.0 million (13%) compared to 76.3millioninQ1fiscal2024[118][120]−Grossmarginpercentageincreasedto3576.3 million in Q1 fiscal 2024[118][120] - Gross margin percentage increased to 35% in Q1 fiscal 2025, up from 18% in Q1 fiscal 2024, representing a 1,700 basis points improvement[118][125] - Net loss from continuing operations was 129.2 million in Q1 fiscal 2025, compared to 10.6millioninQ1fiscal2024,a1,12210.6 million in Q1 fiscal 2024, a 1,122% increase[118] - Canadian adult-use cannabis revenue decreased by 5.4 million (22%) to 18.9millioninQ1fiscal2025,whilemedicalcannabisrevenueincreasedby18.9 million in Q1 fiscal 2025, while medical cannabis revenue increased by 3.2 million (20%) to 18.8million[119][121]−Internationalmarketscannabisrevenueremainedflatat18.8 million[119][121] - International markets cannabis revenue remained flat at 10.1 million in Q1 fiscal 2025, with growth in Europe offset by declines in Australia[122] - Storz & Bickel revenue increased by 0.4million(20.4 million (2%) to 18.5 million in Q1 fiscal 2025, driven by strong growth of the Mighty vaporizer and new product launches[123] - This Works revenue was nilinQ1fiscal2025followingthedivestitureofthebusinessonDecember18,2023[124]−Costofgoodssolddecreasedbynil in Q1 fiscal 2025 following the divestiture of the business on December 18, 2023[124] - Cost of goods sold decreased by 19.3 million (31%) to 43.2millioninQ1fiscal2025,contributingtotheimprovedgrossmargin[125]−Canadacannabissegmentgrossmarginincreasedto43.2 million in Q1 fiscal 2025, contributing to the improved gross margin[125] - Canada cannabis segment gross margin increased to 12.1 million (32% of net revenue) in Q1 2025, compared to (0.3)million(−1(0.3) million (-1% of net revenue) in Q1 2024, driven by cost savings and strong medical cannabis sales[126][127] - International markets cannabis segment gross margin rose to 3.6 million (36% of net revenue) in Q1 2025, up from 3.5million(343.5 million (34% of net revenue) in Q1 2024, due to higher-margin sales in Poland and lower operational costs[126][127] - Storz & Bickel segment gross margin decreased to 7.3 million (40% of net revenue) in Q1 2025, down from 7.7million(437.7 million (43% of net revenue) in Q1 2024, primarily due to product mix changes and rebates for discontinued products[126][127] - This Works segment reported no gross margin in Q1 2025 following its divestiture on December 18, 2023, compared to 2.9 million (48% of net revenue) in Q1 2024[126][127] - Total operating expenses decreased by 24% to 52.1millioninQ12025,downfrom52.1 million in Q1 2025, down from 68.4 million in Q1 2024, driven by cost savings and restructuring efforts[128] - General and administrative expenses decreased by 26% to 18.9millioninQ12025,comparedto18.9 million in Q1 2025, compared to 25.5 million in Q1 2024, due to the divestiture of This Works and restructuring actions[128] - Sales and marketing expenses decreased by 27% to 15.2millioninQ12025,downfrom15.2 million in Q1 2025, down from 20.8 million in Q1 2024, reflecting the impact of divestiture and cost-saving initiatives[128] - Share-based compensation expense increased by 12% to 4.2millioninQ12025,upfrom4.2 million in Q1 2025, up from 3.7 million in Q1 2024, due to new grants of restricted share units and options[128][131] - Other income (expense), net, was an expense of 93.9millioninQ12025,comparedtoanincomeof93.9 million in Q1 2025, compared to an income of 46.1 million in Q1 2024, primarily due to non-cash fair value changes in financial assets[132][133] - Loss on asset impairment and restructuring decreased to 0.02millioninQ12025,downfrom0.02 million in Q1 2025, down from 1.9 million in Q1 2024, reflecting reduced restructuring costs and facility closures[131] - Decrease in income of 76.0millionrelatedtonon−cashfairvaluechangesonequitymethodinvestments,drivenbythefairvaluechangeofCanopyUSAequitymethodinvestment[134]−Decreaseinnon−cashincomeof76.0 million related to non-cash fair value changes on equity method investments, driven by the fair value change of Canopy USA equity method investment[134] - Decrease in non-cash income of 33.5 million related to fair value changes on acquisition-related contingent consideration, primarily due to various acquisition-related contingent consideration[135] - Change of 27.4millionrelatedtochargesassociatedwiththesettlementofdebt,includingagainof27.4 million related to charges associated with the settlement of debt, including a gain of 22.1 million from the exchange of the CBI Note[136] - Decrease in interest income of 5.8million,from5.8 million, from 7.8 million to 2.1million,duetolowercashandcashequivalentsandshort−terminvestmentbalances[136]−Decreaseininterestexpenseof2.1 million, due to lower cash and cash equivalents and short-term investment balances[136] - Decrease in interest expense of 11.0 million, from 32.2millionto32.2 million to 21.1 million, primarily due to the reduction of debt balances[137] - Income tax expense increased to 6.2millioninfiscal2025Q1,comparedto6.2 million in fiscal 2025 Q1, compared to 2.0 million in fiscal 2024 Q1, driven by deferred income tax expense[138] - Net loss from continuing operations increased to 129.2millioninfiscal2025Q1,comparedto129.2 million in fiscal 2025 Q1, compared to 10.6 million in fiscal 2024 Q1, primarily due to changes in other income (expense)[139] - Adjusted EBITDA loss decreased to 5.3millioninfiscal2025Q1,comparedto5.3 million in fiscal 2025 Q1, compared to 23.0 million in fiscal 2024 Q1, driven by increased gross margin and decreased selling, general, and administrative expenses[141] Cash Flow and Debt Management - Cash and cash equivalents stood at 192.2million,withshort−terminvestmentsof192.2 million, with short-term investments of 2.8 million as of June 30, 2024[142] - Established an ATM Program allowing the sale of up to US250millionofcommonshares,with250 million of common shares, with 46.3 million in gross proceeds from selling 4,747,064 common shares in Q1 fiscal 2025[142] - Net cash used in operating activities decreased to 51.8millioninQ22024from51.8 million in Q2 2024 from 148.7 million in Q2 2023, primarily due to reduced working capital spending and lower cash interest payments[143] - Cash used in investing activities totaled 33.0millioninQ22024,comparedtocashprovidedof33.0 million in Q2 2024, compared to cash provided of 142.6 million in Q2 2023, driven by strategic investments in Acreage's debt and reduced short-term investment redemptions[143] - Cash provided by financing activities was 105.8millioninQ22024,comparedtocashusedof105.8 million in Q2 2024, compared to cash used of 133.1 million in Q2 2023, mainly due to proceeds from share sales and warrant exercises[147] - Free cash flow improved to an outflow of 55.7millioninQ22024from55.7 million in Q2 2024 from 108.2 million in Q2 2023, reflecting reduced operating cash outflows[148] - Total debt outstanding decreased to 560.9millionasofJune30,2024,from560.9 million as of June 30, 2024, from 597.2 million as of March 31, 2024, due to debt settlements and repayments[149] - The company repurchased 11.2millionofCreditFacilityprincipalinQ12025,reducingtotalprincipalto11.2 million of Credit Facility principal in Q1 2025, reducing total principal to 584.5 million as of June 30, 2024[149] - Strategic investments in other financial assets totaled 95.3millioninQ22024,primarilyfortheacquisitionofAcreage′sdebt[143]−Purchasesofproperty,plant,andequipmentwere95.3 million in Q2 2024, primarily for the acquisition of Acreage's debt[143] - Purchases of property, plant, and equipment were 3.9 million in Q2 2024, focused on Canadian cultivation and production facility improvements[143] - Net redemptions of short-term investments decreased to 30.0millioninQ22024from30.0 million in Q2 2024 from 72.2 million in Q2 2023, with 2.8millionremainingasofJune30,2024[143]−TheCreditFacilitymaturitywasextendedtoDecember18,2026,withamandatory2.8 million remaining as of June 30, 2024[143] - The Credit Facility maturity was extended to December 18, 2026, with a mandatory 97.5 million prepayment required by December 31, 2024[151] - Supreme Cannabis issued 100.0millionin6.0100.0 million in 6.0% senior unsecured convertible debentures on October 19, 2018, later amended to cancel 63.5 million of principal, increase the interest rate to 8%, extend the maturity date to September 10, 2025, and reduce the conversion price to 2.85[152]−SupremeCannabisissuednewseniorunsecurednon−convertibledebentures(AccretionDebentures)onSeptember9,2020,withaprincipalamountstartingat2.85[152] - Supreme Cannabis issued new senior unsecured non-convertible debentures (Accretion Debentures) on September 9, 2020, with a principal amount starting at nil and accreting at 11.06% annually, reaching a final principal amount of 10.4millionbySeptember9,2023[152]−TheMay2024ConvertibleDebenturewasissuedwithanaggregateprincipalamountof10.4 million by September 9, 2023[152] - The May 2024 Convertible Debenture was issued with an aggregate principal amount of 96.4 million, bearing interest at 7.50% per annum, and is convertible into Canopy Shares at 14.38pershare[154]−TheMay2024Investordeliveredapproximately14.38 per share[154] - The May 2024 Investor delivered approximately 27.5 million in Supreme Debentures and Accretion Debentures and paid approximately US50millioninexchangefortheMay2024ConvertibleDebentureand3,350,430May2024InvestorWarrants[154]−Thecompany′sfinancialliabilitiesconsistoflong−termfixed−ratedebtof50 million in exchange for the May 2024 Convertible Debenture and 3,350,430 May 2024 Investor Warrants[154] - The company's financial liabilities consist of long-term fixed-rate debt of 103,691 and variable-rate debt of 480,797asofJune30,2024[164]RegulatoryandLegalConsiderations−Thecompanyismonitoringthelegalizationofcannabisformedicaloradult−useinjurisdictionsoutsideofCanadaandintendstoparticipateinsuchmarketsiflegalized[100]−Thecompanyisassessingtheongoingimpactofdevelopingprovincial,state,territorial,andmunicipalregulationsonthesaleanddistributionofcannabis[100]−Thecompanyisconsideringtheresolutionoflitigationandotherlegalandregulatoryproceedings,reviews,andinvestigations[100]−The2024FederalBudgetProposalsincreasethecapitalgainsinclusionratefromone−halftotwo−thirdsforcorporations,trusts,andindividualsongainsexceeding480,797 as of June 30, 2024[164] Regulatory and Legal Considerations - The company is monitoring the legalization of cannabis for medical or adult-use in jurisdictions outside of Canada and intends to participate in such markets if legalized[100] - The company is assessing the ongoing impact of developing provincial, state, territorial, and municipal regulations on the sale and distribution of cannabis[100] - The company is considering the resolution of litigation and other legal and regulatory proceedings, reviews, and investigations[100] - The 2024 Federal Budget Proposals increase the capital gains inclusion rate from one-half to two-thirds for corporations, trusts, and individuals on gains exceeding 250,000[117] Operational and Production Capabilities - The company operates two major cannabis cultivation facilities in Kincardine, Ontario, and Kelowna, British Columbia, with the Kincardine facility holding EU GMP certification for exporting medical cannabis to Europe and other global markets[103] - The company's licensed operational capacity in Canada includes advanced manufacturing capabilities for oil, softgel encapsulation, pre-rolled joints, and hash production, primarily at the Smiths Falls, Ontario facility[103] - The company offers a 20% discount on medical cannabis prices for eligible low-income patients through its income-tested compassionate pricing program[103] - The company's European medical cannabis business operates under EU GMP compliance, supplying pharmaceutical-grade products to medical markets in Europe and Australia[103] - The company restructured its financial reporting into four segments: Canada cannabis, International markets cannabis, Storz & Bickel, and This Works, with the latter sold on December 18, 2023[105] - The company is focused on expanding production and manufacturing capabilities, with expectations for costs, timing, and receipt of necessary licenses[100] Goodwill and Impairment - The carrying value of goodwill associated with the Storz & Bickel reporting unit was $43,368 at June 30, 2024[158] - The company is required to perform its next annual goodwill impairment analysis on March 31, 2025, or earlier if an event occurs that would likely reduce the fair value of a reporting unit below its carrying amount[159] Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements that are reasonably likely to have a material effect on its financial condition[156]