TORONTO - Canopy Rivers Inc. (“Canopy Rivers” or the “Company”) (TSX: RIV) (OTC: CNPOF) today released its unaudited condensed interim consolidated financial statements and management’s discussion and analysis (“MD&A”) for the three and six months ended September 30, 2020 (“Q2 2021”).
“Our quarter was framed with a sharp focus on PharmHouse. We provided debtor-in-possession financing to enable PharmHouse to remain operational as it commenced its CCAA process and our team has been working towards securing the best possible outcome for our shareholders,” said Narbe Alexandrian, President and CEO, Canopy Rivers. “While supporting PharmHouse has been our priority, we are confident we will put this challenging situation behind us and remain encouraged by the progress across our portfolio. This quarter, we participated in Headset’s bridge round as it continues to bring its industry-leading analytical tools to new markets, High Beauty launched a new product line, and BioLumic’s most recent cannabis field trials showed promising gains in dried flower mass and cannabinoid content.”
“Most notably, the value of TerrAscend’s common shares increased by 101% during the quarter, and the implied value of our investment in TerrAscend is now approximately $214 million,” added Alexandrian. “After a U.S. election that potentially spells good outcomes for the cannabis sector, including the legalization of adult-use cannabis in New Jersey, we are pleased to have our U.S. exposure through our holdings of exchangeable shares in one of the nation’s leading multistate operators. We believe that we will be well positioned to capitalize on opportunities in the U.S. once we are permitted to do so.”
1Based on the closing price of the TerrAscend common shares on the Canadian Securities Exchange as of November 6, 2020 and assuming the conversion of all exchangeable shares and common share purchase warrants in the capital of TerrAscend held by Canopy Rivers. These instruments are not currently convertible or exercisable, and will not be convertible or exercisable until the earlier of: (i) federal legalization of permissibility in the United States regarding the general cultivation, distribution and possession of marijuana in the United States, and (ii) the stock exchange(s) on which securities of Canopy Rivers or its affiliates are listed, if any, permit listed issuers to invest in entities that are engaged in the cultivation, distribution or possession of marijuana in states within the United States where it is legal to do so.
2The financial highlights in this summary are presented in CA$ thousands.
3Excludes the Company's share of loss from its investment in PharmHouse common shares, which is captured in "Equity method investees and fair value changes"
“Naturally, we are extremely disappointed by the recent developments at PharmHouse and their impact on our financial results for this quarter, which reflect significant charges across various financial instruments we hold,” said Eddie Lucarelli, CFO, Canopy Rivers. “While the Company’s underlying net asset value continues to be supported by the sustained appreciation of our investment in TerrAscend, we remain critically focused on resolving PharmHouse’s current situation and maximizing value preservation for our shareholders.”
Canopy Rivers reported a net operating loss of $7.4 million (before equity method investees and fair value changes) for the quarter.
Royalty, interest, and lease income (before provisions for credit losses) was $4.1 million for the quarter. This includes income from the Company’s various royalty, convertible debenture, and loan agreements, among other items. Offsetting this income was a provision for credit losses of $9.9 million for the quarter, which primarily related to interest accrued on the Company’s $40.0 million shareholder loan to PharmHouse Inc. (“PharmHouse”) of $8.9 million.
Operating expenses were $1.6 million for the quarter, compared with $6.2 million for the same period last year. Share-based compensation was negative for the quarter as the Company recorded a significant recapture of previously-recognized share-based compensation expense as a result of stock option forfeitures. Operating expenses included $1.3 million of general and administrative expenses relating to employee and director compensation, marketing and business development, and other public company costs, as well as $0.4 million of professional fees relating to legal, audit, tax, accounting, and other regulatory advisory fees. Also included in operating expenses were $0.4 million in advisory fees relating to the Claim and Restructuring (each as defined and discussed in further detail below).
The Company’s share of loss from equity method investees (excluding PharmHouse) was $0.6 million for the quarter. The Company’s equity method investees include Canapar Corp. (“Canapar”), 10663522 Canada Inc. d/b/a/ Herbert (“Herbert”), High Beauty, Inc. (“High Beauty”), LeafLink Services International ULC (“LeafLink”), and Radicle Medical Marijuana Inc. (“Radicle”).
The Company also reported a net decrease in the fair value of financial assets that are reported at fair value through profit or loss (“FVTPL”) of $3.1 million for the quarter. The net decrease was primarily driven by negative changes in the estimated fair values of the Company’s royalty investment in Agripharm Corp. (“Agripharm”) and convertible debenture investments in 10831425 Canada Ltd. d/b/a/ Greenhouse Juice Company (“Greenhouse Juice”), and was partially offset by positive changes in the estimated fair values of the Company’s royalty investment in The Tweed Tree Lot Inc. (“Tweed Tree Lot”), and term loan investment to TerrAscend Canada Inc. (“TerrAscend Canada”), along with the associated warrants issued by TerrAscend Corp. (“TerrAscend”).
In light of recent developments at PharmHouse, described in further detail below, the Company performed a recoverability assessment as at September 30, 2020, to estimate the differences between the recoverable amounts of its investments in various PharmHouse-related financial assets and their respective carrying values. The Company estimated the recoverable amount of PharmHouse en bloc to determine the quantum of charges to be recognized in respect of its various financial assets. Due to the lack of profitable operating history of PharmHouse as a cannabis entity, the Company estimated the net proceeds to be received pursuant to an orderly liquidation of PharmHouse’s assets and then compared this amount to the carrying values of various PharmHouse-related financial instruments held by the Company, in sequence based on the priority of claims on PharmHouse’s assets held by various stakeholders (the “PharmHouse Recoverability Assessment”).
Based on the PharmHouse Recoverability Assessment, the Company estimated that the recoverable amount of PharmHouse’s assets en bloc may be less than the principal amount drawn on PharmHouse’s $90.0 million non-revolving syndicated credit facility (the “PharmHouse Credit Facility”), which the Company has guaranteed (the “PharmHouse Guarantee”). Accordingly, the Company recognized the following charges during the quarter:
Share of loss from investment in PharmHouse common shares (due to impairment adjustments) of $32.6 million;
Provision for credit losses on the Company’s loans receivable with PharmHouse of $45.8 million; and
Provision for credit losses on the PharmHouse Guarantee liability of $25.0 million.
The Company’s financial liability in respect of the PharmHouse Guarantee was estimated to be $25.0 million as at September 30, 2020, on the basis of a number of assumptions and estimates regarding the recoverable amount of PharmHouse’s assets under an orderly liquidation scenario where the greenhouse facility is no longer used for cannabis operations. A further deterioration in PharmHouse’s credit worthiness, an inability to generate sufficient future cash flows, or a significant decrease in the value of the PharmHouse assets will expose the Company to the risk of additional losses. There is a risk that the actual net proceeds that PharmHouse would realize upon an orderly liquidation of its assets is less than that estimated, which could materially increase the Company’s financial liability in respect of the PharmHouse Guarantee.
After consideration of operating income, operating expenses, equity method investees, FVTPL fair value changes, and PharmHouse charges, among other items, Canopy Rivers reported a net loss of $110.4 million for the quarter.
4In addition to the fair value change noted above, net change in fair value of financial assets at FVTOCI also includes FX gains/losses related to equity method investees denominated in USD currency
Other comprehensive income was $23.4 million, net of tax, for the quarter, which includes a net increase in the fair value of financial assets that are reported at fair value through other comprehensive income ("FVTOCI") of $27.4 million. The net increase was primarily attributable to the positive change in the fair value of the Company’s exchangeable share investment in TerrAscend.
Total comprehensive loss for the quarter was $87.0 million.
On August 14, 2020, the Company announced that it had formed a special committee comprised of the Company’s independent directors (the “Special Committee”) to oversee the Company’s investment in PharmHouse, including the offtake agreements with Canopy Growth Corporation (“Canopy Growth”) and TerrAscend Canada, and the PharmHouse Guarantee, as well as to consider potential alternatives for the Company regarding its investment in PharmHouse.
While the Special Committee’s review of the Company’s investment in PharmHouse continues, there were several notable developments during and subsequent to the quarter:
On September 14, 2020, the Company received a statement of claim (the “Claim”) filed by the PharmHouse majority shareholder concerning certain disputes relating to PharmHouse. The Claim makes a number of allegations against the Company, Canopy Growth, TerrAscend, and TerrAscend Canada, including claims relating to bad faith, fraud, civil conspiracy, breach of the duty of honesty and good faith in contractual relations, and breach of fiduciary duty, and claims relating to PharmHouse’s offtake agreements with Canopy Growth and TerrAscend Canada. The Company considers the Claim as it relates to its own actions to be completely without merit and intends to vigorously defend its position. The Company has not recognized any provision relating to the Claim. Pursuant to an endorsement from the Ontario Superior Court of Justice (the “Court”) dated October 30, 2020, the PharmHouse majority shareholder is to discontinue the Claim and has agreed not to issue a new claim in respect of this matter prior to January 1, 2021.
On September 15, 2020, PharmHouse obtained an order (the “Initial Order”) from the Court granting PharmHouse creditor protection under the Companies’ Creditors Arrangement Act (“CCAA”) (the “CCAA Proceedings”). Ernst & Young Inc. was appointed by the Court to act as the Monitor of PharmHouse in the CCAA Proceedings while PharmHouse explores a restructuring of its business and operations (the “Restructuring”).
Pursuant to the Initial Order, Canopy Rivers entered an agreement to provide a debtor-in-possession interim, non-revolving credit facility up to a maximum principal amount of $7.2 million (the “DIP Financing”). The DIP Financing matures on December 29, 2020. Based on current circumstances, the Company anticipates that PharmHouse will require additional capital beyond that available pursuant to the DIP Financing prior to the conclusion of the CCAA Proceedings.
On October 29, 2020, PharmHouse received approval from the Court to initiate a Sale and Investment Solicitation Process (“SISP”) to identify interest in, and opportunities for, a sale of, or investment in, all or part of PharmHouse’s assets or business. This may include a restructuring, recapitalization, or other form of reorganization of PharmHouse’s business and affairs. The phase one deadline for offers under the SISP will be on or about November 30, 2020.
The Company is working collaboratively with the syndicate of lenders under the PharmHouse Credit Facility during the CCAA Proceedings. No repayments of principal have occurred and the current outstanding balance remains $90.0 million, with interest payable monthly.
Note: The Company’s press release dated April 16, 2020, incorrectly stated that the commencement date of principal repayments under the PharmHouse Credit Facility was extended to March 31, 2021. The Conversion Date (as defined in the PharmHouse Credit Agreement) was extended to March 31, 2021, and the principal repayment commencement date was extended to September 30, 2020.
The Company will continue to provide updates on the Restructuring and other aspects of the CCAA Proceedings as required.
The following represents a summary of key developments at Canopy Rivers and its other portfolio companies during Q2 2021:
Asha Daniere was named Chair of the Board of Directors (the “Board”).
Canopy Rivers also welcomed Garth Hankinson, CFO of Constellation Brands, to the Board.
Canopy Rivers participated in Headset Inc.’s (“Headset”) bridge financing, helping the company to continue to expand to new markets in the U.S. and Canada. Headset’s bridge round closed at US$3.2 million.
Olivier Dufourmantelle, Canopy Rivers’ Chief Operating Officer, will be leaving the Company to pursue new opportunities, effective November 13, 2020. The Company thanks him for his contributions and wishes him the best in his future endeavours. The Company does not expect to hire a replacement for Mr. Dufourmantelle at this time.
TerrAscend again had several notable announcements during the quarter. Its success, alongside increased market optimism around cannabis in the U.S., helped TerrAscend’s share value increase from $2.87 on June 30, 2020 to $9.75 as of the close of markets on November 6, 2020. During the quarter, the company opened an Apothecarium location in Berkeley, California. TerrAscend also received approval to cultivate cannabis at its New Jersey facility and open its first Apothecarium dispensary in the state. Finally, in August, TerrAscend announced strong second quarter results, reporting net sales of $47.2 million. The Company owns 19,445,285 exchangeable shares of TerrAscend that are convertible into common shares upon the occurrence of certain events. The Company also owns an additional 2,559,437 common share purchase warrants of TerrAscend, exercisable upon the occurrence of similar events as the conversion of the exchangeable shares. Assuming the conversion and exercise of both instruments, this would imply a value of $214.5 million for the Company’s investment in TerrAscend as of the close of markets on November 6, 2020.5
High Beauty introduced canBE, a new line of natural, aloe-based products combining hemp seed oil, organic plant oils, essential vitamins, antioxidants, and bioflavonoids. canBE is now available on Walmart.com and in 1,760 CVS locations across the U.S. High Beauty has also signed a contract to sell canBE in Kohls in early 2021. High Beauty’s products are now available in 33 retailers, totalling over 2,800 stores, in Canada, the U.S., and Europe.
BioLumic Ltd.’s (“BioLumic”) proprietary UV light treatment for cannabis achieved 59% dry flower mass gains in its most recent trials. The tests have demonstrated cannabinoid increases of 25% or higher in each of THCA, CBGA, CBG, CBD, and CBC. BioLumic was also named a finalist for the 2020 KiwiNet Research Commercialisation Awards, recognizing impact from science through successful research commercialization.
Agripharm obtained an amendment to its licence from Health Canada enabling it to sell certain U.S.-based SLANG-branded products in Canada. Furthermore, Agripharm secured a supply agreement to provide the Ontario Cannabis Store with dried flower (and edibles at a later date) from Green House Seed Co., for which Agripharm holds an exclusive licence in Canada.
Headset launched Headset Insights in Oregon and Massachusetts. It also launched the free version of this tool, Headset Insights Pulse, in Michigan, expanding its coverage of the North American market.
Dynaleo Inc. (“Dynaleo”) entered into a supply agreement with High12 Brands to manufacture and package gummies for the Canadian adult-use market. Dynaleo and High12 Brands expect that these products will be available to consumers by the end of this calendar year.
YSS Corp. (“YSS”) announced its second quarter results, reporting a 12% revenue increase quarter-over-quarter. Subsequent to the Company’s quarter end, YSS opened its 18th store, YSS Hamptons, in Edmonton. Construction is underway on the company’s next two stores, including its first Ontario-based store in Waterloo.
5Based on the closing price of the TerrAscend common shares on the Canadian Securities Exchange as of November 6, 2020 and assuming (i) the conversion of all exchangeable shares in the capital of TerrAscend held by Canopy Rivers. These exchangeable shares are not currently convertible and will not be convertible until the earlier of: (A) the date that federal laws regarding the cultivation, distribution and possession of marijuana in the United States are changed, such that TerrAscend is fully compliant with federal regulation in the United States; and (B) the stock exchange(s) on which securities of Canopy Rivers or its affiliates are listed have amended its policies to permit listed issuers to invest in entities that are engaged in the cultivation, distribution or possession of marijuana in the states in the United States where it is legal to do so; and (ii) the exercise of all common share purchase warrants in the capital of TerrAscend held by Canopy Rivers. These warrants are not currently exercisable and will not be exercisable until similar events occur.
This press release should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and MD&A for the three and six months ended September 30, 2020, which are available under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.canopyrivers.com/investors. All financial information in this press release is reported in Canadian dollars, unless otherwise indicated.
For more information regarding the Company and its portfolio companies, please refer to the MD&A and the Company’s annual information form dated June 2, 2020 (“AIF”), also available under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.canopyrivers.com/investors.
Canopy Rivers is a venture capital firm specializing in cannabis with a portfolio of 18 companies across various segments of the cannabis value chain. We believe that bringing together people, capital, and ideas raises the potential of the entire cannabis industry. By leveraging our industry insights, in-house expertise, and thesis-driven approach to investing, we aim to provide shareholders with exposure to specialized and disruptive cannabis companies. Our mission is to invest in innovators across the cannabis value chain, help them grow, and ultimately create value by guiding these companies towards a monetization event. Together with our portfolio, we are helping build the cannabis industry of tomorrow, today.
This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. To the extent any forward-looking information 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 information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: the potential outcomes for the cannabis sector as a result of the U.S. election; the results from BioLumic’s cannabis field trials; expectations regarding the Company’s ability to capitalize on the opportunity in the United States once it is federally permissible to do so; the estimated recoverable amount of PharmHouse’s assets en bloc; the expected amount of the Company’s liability in respect of the PharmHouse Guarantee; expectations with respect to the SISP; the expectation that PharmHouse will require additional capital beyond that available pursuant to the DIP Financing prior to the conclusion of the CCAA Proceedings; the expectation that the Company will not hire a replacement for Mr. Dufourmantelle; the expectation that High Beauty’s canBE products will be sold in Kohls in early 2021; the sale of Agripharm edibles from Green House Seed Co. to the Ontario Cannabis Store in the future; the supply of Dynaleo and High12 Brands’ products to the Canadian adult-use market by the end of the calendar year; the Company’s expected focus and priorities for the coming quarters; the Company’s belief that it is well-positioned for U.S. market development through its investment in TerrAscend as well as its expectations regarding the conversion and implied value of its TerrAscend exchangeable shares; and expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical fact but instead reflects management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Financial outlooks, as with forward-looking information 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. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: risks associated with the termination, renegotiation and enforcement of material contracts; credit, liquidity and additional financing risks for the Company and its investees; litigation risks; stock market volatility; regulatory and licensing risks; cannabis pricing risks; changes in cannabis industry growth and trends; changes in the business activities, focus and plans of the Company and its investees and the timing associated therewith; the Company’s actual financial results and ability to manage its cash resources; changes in general economic, business and political conditions, including challenging global financial conditions and the impact of the novel coronavirus pandemic; competition risks; potential conflicts of interest; the regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; changes in the Company’s relationship with Canopy Growth and its investees; changes in applicable laws; compliance with extensive government regulation, including the Company’s interpretation of such regulation; changes in the global sentiment towards, and public opinion of, the cannabis industry; reliance on material contracts; risk of default by investees; divestiture risks; and the risk factors set out in the Company’s AIF, filed with the Canadian securities regulators and available on the Company’s profile on SEDAR at www.sedar.com.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
SOURCE Canopy Rivers Inc.
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