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 nine months ended December 31, 2020 (“Q3 2021”).
“Our quarter was highlighted by the announcement of our milestone transaction with Canopy Growth, which we believe will provide substantial value to our shareholders,” said Narbé Alexandrian, President and CEO, Canopy Rivers. “Our portfolio companies continue to gain momentum, and we are further encouraged by the potential for regulatory reform in the U.S. given recent progress at the state level and the new administration’s position on cannabis reform. We believe that we will have the opportunity to enter the U.S. market at an ideal point in time, and that our balance sheet, simplified share structure, strategic flexibility, and deep domain expertise will enable us to deliver value to shareholders as we consider potential material investments or acquisitions in the U.S.”
1The financial highlights in this summary are presented in CA$ thousands.
2Excludes the Company's share of loss from its investment in PharmHouse common shares, which is captured in "Equity method investees and fair value changes"
“After a challenging September quarter during which we recognized material charges on our investment in PharmHouse, we ended the calendar year with significant positive momentum, as evidenced by our financial results,” said Eddie Lucarelli, CFO, Canopy Rivers. “We expect to sustain this momentum during the current quarter as we work towards closing our transformative transaction with Canopy Growth. By redeeming shares at a discount to net asset value and successfully monetizing assets that carried significant liquidity restrictions, the financial merits of the transaction are clear. Fundamentally, we believe that the accretive nature and strategic value of this transaction will unlock substantial value for our shareholders and optimally position the Company to execute on new opportunities in the U.S., the world’s largest cannabis market.”
Canopy Rivers reported operating income (before equity method investees and fair value changes) of $3.0 million for the quarter. This includes royalty, interest, and lease income (before provisions for credit losses) of $5.9 million from the Company’s various royalty, convertible debenture, and loan agreements, among other items. Offsetting this gross income was a provision for credit losses on interest and royalty receivables of $2.9 million for the quarter relating to the Company’s royalty investment in Agripharm Corp. (“Agripharm”), which is currently ramping up sales to provincial distributors subsequent to the receipt of its sales licence amendment.
Operating expenses were $3.4 million for the quarter, compared with $3.9 million for the same period last year. Operating expenses included $1.0 million of general and administrative expenses relating to employee and director compensation, marketing and business development, and other public company costs; $0.4 million of professional fees relating to general legal, audit, tax, accounting, and other regulatory advisory fees; and $1.8 million of restructuring costs relating to professional and advisory fees incurred in connection with the CGC Transaction (as defined below).
The Company’s share of loss from equity method investees was $0.7 million for the quarter, which includes the Company’s equity investments in Canapar Corp. (“Canapar”), LeafLink Services International ULC (“LeafLink”), and Radicle Medical Marijuana Inc. (“Radicle”).
Canopy Rivers also reported a net increase in the fair value of financial assets that are reported at fair value through profit or loss (“FVTPL”) of $4.8 million for the quarter. The net increase was primarily driven by an $11.4 million increase in the fair value of the Company’s investments in the TerrAscend Canada Inc. (“TerrAscend Canada”) term loan and TerrAscend Corp. (“TerrAscend”) warrants, and a $1.0 million increase in the fair value of the Company’s investment in the preferred shares of Les Serres Vert Cannabis Inc. (“Vert Mirabel”), while partially offset by negative changes in the estimated fair values of the Company’s royalty investments in Agripharm and The Tweed Tree Lot Inc. (“Tweed Tree Lot”), call option investment in Canapar, and convertible debenture investment in Civilized Worldwide Inc.
The Company also updated its recoverability assessment relating to PharmHouse Inc. (“PharmHouse”) to determine the quantum of any charges to be recognized in respect of its various PharmHouse-related financial assets, as well as any charges related to PharmHouse’s $90.0 million non-revolving syndicated credit facility (the “PharmHouse Credit Facility”), which the Company has guaranteed (the “PharmHouse Guarantee”) (collectively, the “PharmHouse Recoverability Assessment”). Based on the updated PharmHouse Recoverability Assessment, the Company recognized an additional provision for credit losses on the Company’s loans receivable with PharmHouse of $6.2 million, representing the full amount advanced to PharmHouse pursuant to the DIP Financing (as defined below) during the quarter, as well as an additional provision for credit losses on the PharmHouse Guarantee liability of $7.5 million, resulting in an estimated liability on the Company’s statement of financial position related to the PharmHouse Guarantee of $32.5 million as at December 31, 2020.
After consideration of operating income, operating expenses, equity method investees, FVTPL fair value changes, PharmHouse charges, and expected tax recoveries, among other items, Canopy Rivers reported net income of $1.4 million for the quarter.
3In 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 $80.8 million for the quarter, driven by the increase, net of tax, in the fair value of financial assets that are reported at fair value through other comprehensive income ("FVTOCI"). The Company reported a gross increase in the fair value of financial assets at FVTOCI of $94.5 million for the quarter, which was primarily attributable to the positive change in the fair value of the Company’s exchangeable share investment in TerrAscend. This was driven by a significant increase in TerrAscend’s share price during the quarter and a lower estimate of the liquidity discount used in the exchangeable share valuation due to positive cannabis regulatory reform momentum in the U.S., including support for cannabis legalization at all three levels of government and the success of five cannabis ballot initiatives at the state level. Partially offsetting this material increase was a decrease in the estimated fair value of the Company’s investment in Vert Mirabel common shares of $9.5 million, driven primarily by lower expectations about long-term wholesale cannabis pricing in Canada.
On December 21, 2020, Canopy Rivers entered into a definitive agreement with Canopy Growth Corporation (“Canopy Growth”) (TSX: WEED) (NASDAQ: CGC) pursuant to which Canopy Rivers agreed to sell its interests in TerrAscend and TerrAscend Canada, Vert Mirabel, and Tweed Tree Lot to Canopy Growth for $115.0 million in cash, up to 3.75 million common shares4 in Canopy Growth, and the cancellation of Canopy Growth’s multiple voting shares and subordinated voting shares of Canopy Rivers (the “CGC Transaction”). The CGC Transaction represents a return on invested capital of approximately 5.6x and an internal rate of return of approximately 101% as at the time of announcement. Following the anticipated close of the CGC Transaction, the Company expects to have approximately $310 million in net cash and liquid securities on a pro forma basis.5
The Company believes the CGC Transaction will propel it to its next phase of growth. Among the numerous benefits it provides to shareholders, the CGC Transaction unlocks value and provides significant liquidity for the Company, eliminates the Company’s dual-class share structure, and enables the Company to access previously unavailable investment and acquisition opportunities in the U.S. In the weeks following the announcement of the CGC Transaction, the market reacted favourably, with a significant increase in the Company’s share price. As the Company reviews its corporate strategy and considers potential material investments in, or acquisitions of, established operating businesses in the U.S. cannabis market, its priority remains delivering value for its shareholders.
There will be a special meeting of shareholders on February 16, 2021 to approve the CGC Transaction. The Company is encouraged by early voting results, which signal strong support for the CGC Transaction, and expects that the CGC Transaction will close shortly after receiving shareholder approval. Following approval, the Company’s corporate name will change to RIV Capital Inc., and further updates on the CGC Transaction and other corporate events will be communicated under this name. The Company is also initiating the process to delist its shares from the TSX following the completion of the CGC Transaction and list its securities on an alternate stock exchange that does not prohibit listed Canadian companies to invest in or acquire legal U.S.-based cannabis businesses.
The Company’s operating results and financial position for the quarter include estimates of fair value for the assets being sold or transferred to Canopy Growth in connection with the CGC Transaction. Given that the CGC Transaction has not yet closed, the Company’s fair value estimates as at December 31, 2020, are based upon valuation methodologies, inputs, and assumptions that reflect current circumstances and are consistent with prior reporting periods, and may result in fair value estimates that are different than the actual values ascribed to these individual assets pursuant to the plan of arrangement in respect of the CGC Transaction. The Company anticipates that the full impact of the CGC Transaction on the Company’s financial position and future outlook will be reflected in its financial results for the quarter ending March 31, 2021.
Resolving PharmHouse’s restructuring proceedings under the Companies’ Creditors Arrangement Act (“CCAA”) in a manner that maximizes value preservation for the Company’s shareholders continues to be a top priority.
As previously disclosed, the 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 remains underway. Phase one of the SISP concluded on November 30, 2020, and a number of parties were selected by PharmHouse (with the assistance of the monitor and the SISP advisor) to continue into phase two. Binding offers for phase two of the SISP are due on or about February 16, 2021, and the Company expects to provide an update on the SISP shortly thereafter.
Day-to-day operations at PharmHouse have continued throughout its restructuring, and the Company believes that PharmHouse has taken significant steps forward in its operations over the past few months. PharmHouse continues to source new opportunities in the Canadian cannabis sector and ramp up its cannabis growing operations, and the Company continues to support PharmHouse with a debtor-in-possession interim, non-revolving credit facility (the “DIP Financing”). During the quarter, the maximum amount available to be drawn pursuant to the DIP Financing was increased by approximately $2.5 million to a total of $9.7 million, and the maturity date was extended from December 29, 2020, to February 28, 2021. The court-ordered stay of proceedings with respect to PharmHouse was also extended to February 28, 2021.
The Company continues to work 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 by PharmHouse monthly.
Subsequent to the quarter, on February 10, 2021, the Company received a statement of claim (the “Claim”) filed by the PharmHouse majority shareholder concerning certain disputes relating to PharmHouse. The Claim is substantially similar to a claim previously filed in September 2020, which was subsequently discontinued. The Claim makes a number of allegations against Canopy Rivers, Canopy Growth, TerrAscend, and TerrAscend Canada. As with the previously filed statement of claim, Canopy Rivers views the Claim as it relates to its actions to be completely without merit and intends to vigorously defend its position at the appropriate time and in the appropriate forum.
The following represents a summary of other key developments within the Canopy Rivers portfolio during Q3 2021:
Agripharm, pursuant to its exclusive licence to distribute SLANG products in Canada, shipped the first O.pen line of vape products to British Columbia in October, followed by Ontario in December. Agripharm also distributed SLANG’s Firefly Mini products for sale in Ontario.
Canopy Rivers sold its 49% interest in Italy-based Canapar to RAMM Pharma Corp. for consideration of up to $9.0 million, including a cash payment of $7.0 million and contingent consideration of $2.0 million.
Dynaleo Inc. received its sale licence from Health Canada, enabling it to supply and sell cannabis edibles to provincial, territorial, and private wholesalers across Canada.
Greenhouse Juice Company (“Greenhouse Juice”) announced that its products are available at IGA and Fresh St. Market locations in the Vancouver area. Greenhouse Juice also expanded its home delivery service, including extended shelf-life guarantees and carbon offsetting all deliveries.
Headset Inc. launched Headset Insights in Saskatchewan. In Canada, Headset Insights is also available in Alberta, British Columbia, and Ontario.
High Beauty, Inc. entered into a co-development and commercial partnership with Lygos, Inc., a vertically integrated provider of safe and sustainable specialty ingredients.
TerrAscend announced its third quarter results, reporting sales of approximately $51.0 million and adjusted EBITDA of approximately $17.8 million, and announced the close of a US$120.0 million debt financing.
YSS Corp. (“YSS”) announced its third quarter results, reporting a 24% revenue increase quarter-over-quarter. YSS also announced the opening of several new stores during the quarter, bringing its total to 19 in Alberta and Saskatchewan. Subsequent to the quarter, YSS entered into an agreement with Alcanna Inc. to combine cannabis retail businesses to form Nova Cannabis Inc., which will target the value-conscious consumer, an under-served segment of the market that is estimated to account for approximately 70% of the total recreational cannabis market in Canada (both legal and illicit).
4The actual number of Canopy Growth common shares issued pursuant to the Transaction are subject to a downward adjustment in the event that certain rights of first refusal in respect of the Vert Mirabel common shares are exercised.
5Based on estimated net cash proceeds from the CGC Transaction, the Company’s current adjusted cash balance, and the implied value of 3.75 million Canopy Growth common shares based on the closing price of $62.35 per share on February 9, 2021, net of the estimated liability in respect of the PharmHouse Guarantee. This estimate is based upon a significant number of assumptions and will be updated as additional information becomes available.
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 nine months ended December 31, 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 an investment and acquisition company specializing in cannabis with a portfolio of 17 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.
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 Company’s expectations regarding legislation, regulations, and licensing related to the Canadian and global cannabis markets and product offerings in Canada and internationally; the evolution of cannabis markets globally and the potential for global investment opportunities to arise; the potential outcomes for the cannabis sector as a result of the U.S. election; 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; expectations with respect to the Claim, including the merits thereof; the supply of Dynaleo’s products to the Canadian adult-use market by the end of the calendar year; the closing of the transactions contemplated by the CGC Transaction; the Company's financial position following the completion of the transactions contemplated by the CGC Transaction; the anticipated timing and occurrence of the shareholder meeting to approve the arrangement contemplated under the CGC Transaction; the anticipated benefits, costs and risks associated with the CGC Transaction, including the implied value of, or anticipated proceeds from, the CGC Transaction; the anticipated benefits of the collapse of the Company's dual-class share structure in connection with the CGC Transaction; the attractiveness of the Company’s shares as acquisition currency following the CGC Transaction; the anticipated de-listing of the Company's securities on the TSX and the subsequent listing of its securities on a stock exchange that does not prohibit investments or acquisitions of companies with business activities related to marijuana operations in the U.S.; the Company's ability and position to pivot to the U.S. market following the completion of the CGC Transaction; the benefits associated with an entry into the U.S. cannabis market; the Company’s expected focus and priorities for the coming quarters; the Company's ability to sustain its current momentum; 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: the possibility that the CGC Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, the required shareholder approval or approval of the court, or other approvals and other conditions of closing necessary to complete the CGC Transaction, or for other reasons; the occurrence of any event, change or other circumstances that could give rise to the termination of the CGC Transaction; the delay of implementation of the CGC Transaction or failure to complete the CGC Transaction for any reason; the Company's ability to alter its capital structure on the anticipated terms; the entry into the U.S. market by the Company, including by way of investment or acquisition; the profitability of engaging in investments or operations in the U.S.; the potential for the company's board of directors and shareholders to be prosecuted for aiding and abetting violations of U.S. federal law; enhanced scrutiny of the Company's investments and operations if the Company invests in or operates U.S. cannabis businesses; the effect of operating or investing in the U.S. on the Company's existing contractual arrangements and business relationships; the risks associated with U.S. banking and anti-money laundering laws and regulations; the classification of the Company's income as proceeds of crime and the ability of the Company to declare or pay dividends or effect other distributions or the repatriation of funds back to Canada; 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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