Exhibit 99.5
NOTICE TO READER
As of September 30, 2019, Canopy Growth Corporation (the “Company”) determined that it no longer qualified as a “foreign private issuer” as such term is defined in Rule 405 under the Securities Act of 1933. This means that as of April 1, 2020, the Company has been required to comply with all of the periodic disclosure requirements of the Securities Exchange Act of 1934 applicable to U.S. domestic issues, such as Forms 10-K, 10-Q and 8-K, rather than the forms the Company has filed with the Securities and Exchange Commission (“SEC”) in the past as a foreign private issuer, such as Forms 40-F and 6-K.
Accordingly, the Company is now required to prepare its financial statements filed with the SEC in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). As required pursuant to section 4.3(4) of National Instrument 51-102 – Continuous Disclosure Obligations, the Company must restate its interim financial reports for the fiscal year ended March 31, 2020 in accordance with U.S. GAAP, such interim financial reports having previously been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
The attached amended and restated condensed interim consolidated financial statements (“Financial Statements”) for the three and six months ended September 30, 2019 and 2018 have been prepared in accordance with U.S. GAAP, are current as of November 14, 2019 and provide financial information for the three and six months ended September 30, 2019, as amended and restated on July 10, 2020. Other than as expressly set forth above, the revised Financial Statements do not, and do not purport to, update or restate the information in the original condensed interim consolidated financial statements or reflect any events that occurred after the date of the filing of the original condensed interim consolidated financial statements.
The Company’s Annual Report on Form 10-K (the “Annual Report”) dated June 1, 2020 is available under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Readers are cautioned that these Financial Statements should be read in conjunction with the Annual Report, including the consolidated financial statements and the related notes thereto included in Item 8 thereof.
CANOPY GROWTH CORPORATION
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(IN CANADIAN DOLLARS)
CANOPY GROWTH CORPORATION
TABLE OF CONTENTS
Condensed interim consolidated balance sheets | 1 | |||
Condensed interim consolidated statements of operations and comprehensive income (loss) | 2 | |||
Condensed interim consolidated statements of changes in shareholders’ equity | 3 | |||
Condensed interim consolidated statements of cash flows | 4 | |||
Notes to the condensed interim consolidated financial statements | 5-30 |
CANOPY GROWTH CORPORATION
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
UNAUDITED
September 30, | March 31, | |||||||||||
(Expressed in CDN $000’s) | Notes | 2019 | 2019 | |||||||||
Assets | ||||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 3 | $ | 1,102,464 | $ | 2,480,830 | |||||||
Short-term investments | 4 | 1,633,692 | 2,034,133 | |||||||||
Restricted short-term investments | 18,252 | 21,432 | ||||||||||
Amounts receivable, net | 5 | 107,487 | 106,974 | |||||||||
Inventory | 6 | 346,513 | 190,072 | |||||||||
Prepaid expenses and other assets | 7 | 118,111 | 85,691 | |||||||||
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3,326,519 | 4,919,132 | |||||||||||
Equity method investments | 8 | 113,046 | 112,385 | |||||||||
Other financial assets | 9 | 449,028 | 363,427 | |||||||||
Property, plant and equipment | 10 | 1,638,463 | 1,096,340 | |||||||||
Intangible assets | 11 | 554,455 | 558,070 | |||||||||
Goodwill | 12 | 1,858,288 | 1,489,859 | |||||||||
Other assets | 34,781 | 25,902 | ||||||||||
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$ | 7,974,580 | $ | 8,565,115 | |||||||||
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Liabilities and Shareholders’ equity | ||||||||||||
Current liabilities | ||||||||||||
Accounts payable | $ | 249,596 | $ | 188,920 | ||||||||
Other accrued expenses and liabilities | 13 | 37,266 | 37,613 | |||||||||
Current portion of long-term debt | 14 | 14,115 | 103,716 | |||||||||
Other liabilities | 15 | 142,816 | 81,414 | |||||||||
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443,793 | 411,663 | |||||||||||
Long-term debt | 14 | 590,373 | 842,259 | |||||||||
Deferred income tax liabilities | 24 | 101,984 | 105,081 | |||||||||
Warrant derivative liability | 26 | 450,894 | — | |||||||||
Other liabilities | 15 | 182,953 | 134,004 | |||||||||
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1,769,997 | 1,493,007 | |||||||||||
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Redeemable noncontrolling interest | 16 | 9,300 | 6,400 | |||||||||
Canopy Growth Corporation shareholders’ equity: | ||||||||||||
Common shares - $nil par value; Authorized - unlimited number of shares; Issued - 348,327,845 shares and 337,510,408 shares, respectively | 17 | 6,333,929 | 6,029,222 | |||||||||
Additional paid-in capital | 2,548,882 | 1,592,024 | ||||||||||
Accumulated other comprehensive income (loss) | 19 | (21,362 | ) | (5,905 | ) | |||||||
Deficit | (2,928,861 | ) | (835,118 | ) | ||||||||
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Total Canopy Growth Corporation shareholder’s equity | 5,932,588 | 6,780,223 | ||||||||||
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Non-controlling interests | 20 | 262,695 | 285,485 | |||||||||
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Total shareholders’ equity | 6,195,283 | 7,065,708 | ||||||||||
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Total liabilities and shareholders’ equity | $ | 7,974,580 | $ | 8,565,115 | ||||||||
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The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 1
CANOPY GROWTH CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
UNAUDITED
Three months ended | Six months ended | |||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||||
(Expressed in CDN $000’s except share amounts) | Notes | 2019 | 2018 | 2019 | 2018 | |||||||||||||||
Revenue | 22 | $ | 85,621 | $ | 23,327 | $ | 189,012 | $ | 49,243 | |||||||||||
Excise taxes | 22 | 9,008 | — | 21,917 | — | |||||||||||||||
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Net revenue | 22 | 76,613 | 23,327 | 167,095 | 49,243 | |||||||||||||||
Cost of goods sold | 72,970 | 42,663 | 145,162 | 61,115 | ||||||||||||||||
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Gross margin | 3,643 | (19,336 | ) | 21,933 | (11,872 | ) | ||||||||||||||
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Selling, general and administrative expenses | 181,601 | 86,024 | 327,248 | 129,975 | ||||||||||||||||
Share-based compensation | 92,881 | 86,555 | 180,243 | 112,122 | ||||||||||||||||
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Total operating expenses | 274,482 | 172,579 | 507,491 | 242,097 | ||||||||||||||||
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Operating loss | (270,839 | ) | (191,915 | ) | (485,558 | ) | (253,969 | ) | ||||||||||||
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Loss from equity method investments | 8 | (2,171 | ) | (4,363 | ) | (4,004 | ) | (6,932 | ) | |||||||||||
Other income (expense), net | 23 | 509,893 | (113,147 | ) | 542,661 | (144,316 | ) | |||||||||||||
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Income (loss) before income taxes | 236,883 | (309,425 | ) | 53,099 | (405,217 | ) | ||||||||||||||
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Income tax recovery (expense) | 24 | 5,767 | (1,003 | ) | (4,500 | ) | 1,490 | |||||||||||||
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Net income (loss) | $ | 242,650 | $ | (310,428 | ) | $ | 48,599 | $ | (403,727 | ) | ||||||||||
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Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interest | (16,268 | ) | 7,402 | (24,450 | ) | 3,774 | ||||||||||||||
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Net income (loss) attributable to Canopy Growth Corporation | $ | 258,918 | $ | (317,830 | ) | $ | 73,049 | $ | (407,501 | ) | ||||||||||
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Basic income (loss) per share | $ | 0.75 | $ | (1.43 | ) | $ | 0.21 | $ | (1.93 | ) | ||||||||||
Basic weighted average common shares outstanding | 347,226,921 | 221,725,511 | 346,028,903 | 210,972,889 | ||||||||||||||||
Diluted income (loss) per share | $ | 0.25 | $ | (1.43 | ) | $ | 0.19 | $ | (1.93 | ) | ||||||||||
Diluted weighted average common shares outstanding | 380,323,118 | 221,725,511 | 382,765,533 | 210,972,889 | ||||||||||||||||
Comprehensive income (loss): | ||||||||||||||||||||
Net income (loss) | 242,650 | (310,428 | ) | 48,599 | (403,727 | ) | ||||||||||||||
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Fair value changes of own credit risk of financial liabilities | 22,050 | (65,610 | ) | 36,660 | (75,030 | ) | ||||||||||||||
Foreign currency translation | 8,627 | (3,386 | ) | (52,117 | ) | (4,706 | ) | |||||||||||||
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Total other comprehensive income (loss), net of income tax effect | 30,677 | (68,996 | ) | (15,457 | ) | (79,736 | ) | |||||||||||||
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Comprehensive income (loss) | 273,327 | (379,424 | ) | 33,142 | (483,463 | ) | ||||||||||||||
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Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interest | (16,268 | ) | 7,402 | (24,450 | ) | 3,774 | ||||||||||||||
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Comprehensive income (loss) attributable to Canopy Growth Corporation | 289,595 | (386,826 | ) | 57,592 | (487,237 | ) | ||||||||||||||
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The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 2
CANOPY GROWTH CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
UNAUDITED
Additional paid-in capital | ||||||||||||||||||||||||||||||||||||||||
(Expressed in CDN | Note | Common shares | Share- based reserve | Warrants | Ownership changes | Redeemable noncontrolling interest | Accumulated other comprehensive income (loss) | Deficit | Noncontrolling interests | Total | ||||||||||||||||||||||||||||||
Balance at March 31, 2018 | $ | 1,079,442 | $ | 57,982 | $ | 70,455 | $ | (1,019 | ) | $ | (64,745 | ) | $ | 35,408 | $ | (132,904 | ) | $ | 85,732 | $ | 1,130,351 | |||||||||||||||||||
Cumulative effect from adoption of ASU 2016-1 | — | — | — | — | — | (34,800 | ) | 34,800 | — | — | ||||||||||||||||||||||||||||||
Other issuances of common shares and warrants | 966,708 | 226,674 | — | (424,113 | ) | — | — | — | 331 | 769,600 | ||||||||||||||||||||||||||||||
Exercise of warrants | 322 | — | (189 | ) | — | — | — | — | — | 133 | ||||||||||||||||||||||||||||||
Exercise of Omnibus Plan stock options | 51,669 | (26,776 | ) | — | — | — | — | — | — | 24,893 | ||||||||||||||||||||||||||||||
Share-based compensation | — | 99,102 | — | — | — | — | — | — | 99,102 | |||||||||||||||||||||||||||||||
Issuance of replacement equity instruments | — | 22,686 | 30,611 | — | — | — | — | — | 53,297 | |||||||||||||||||||||||||||||||
Issuance and vesting of restricted share units | 2,191 | 56 | — | — | — | — | — | — | 2,247 | |||||||||||||||||||||||||||||||
Changes in redeemable noncontrolling interest | — | — | — | — | (20,760 | ) | — | — | 1,810 | (18,950 | ) | |||||||||||||||||||||||||||||
Ownership changes relating to noncontrolling interests | — | — | — | 9,398 | — | — | (769 | ) | 119,661 | 128,290 | ||||||||||||||||||||||||||||||
Comprehensive income (loss) | — | — | — | — | — | (79,736 | ) | (407,501 | ) | 3,774 | (483,463 | ) | ||||||||||||||||||||||||||||
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Balance at September 30, 2018 | $ | 2,100,332 | $ | 379,724 | $ | 100,877 | $ | (415,734 | ) | $ | (85,505 | ) | $ | (79,128 | ) | $ | (506,374 | ) | $ | 211,308 | $ | 1,705,500 | ||||||||||||||||||
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Balance at March 31, 2019 | $ | 6,029,222 | $ | 505,172 | $ | 1,589,925 | $ | (500,963 | ) | $ | (2,110 | ) | $ | (5,905 | ) | $ | (835,118 | ) | $ | 285,485 | $ | 7,065,708 | ||||||||||||||||||
Other issuances of common shares and warrants | 17 | 244,622 | (244,877 | ) | 359 | — | — | — | — | — | 104 | |||||||||||||||||||||||||||||
Exercise of warrants | 17 | (iii) | 932 | — | (486 | ) | — | — | — | — | — | 446 | ||||||||||||||||||||||||||||
Exercise of Omnibus Plan stock options | 18 | 58,764 | (22,741 | ) | — | — | — | — | — | — | 36,023 | |||||||||||||||||||||||||||||
Share-based compensation | 18 | — | 175,395 | — | — | — | — | — | — | 175,395 | ||||||||||||||||||||||||||||||
Issuance and vesting of restricted share units | 389 | (389 | ) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Acreage warrant modification | 26 | — | — | 1,049,153 | — | — | — | (2,166,792 | ) | — | (1,117,639 | ) | ||||||||||||||||||||||||||||
Changes in redeemable noncontrolling interest | 19 | — | — | — | — | 779 | — | — | (3,679 | ) | (2,900 | ) | ||||||||||||||||||||||||||||
Ownership changes relating to noncontrolling interests | 20 | — | — | — | (335 | ) | — | — | — | 5,339 | 5,004 | |||||||||||||||||||||||||||||
Comprehensive income (loss) | — | — | — | — | — | (15,457 | ) | 73,049 | (24,450 | ) | 33,142 | |||||||||||||||||||||||||||||
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Balance at September 30, 2019 | $ | 6,333,929 | $ | 412,560 | $ | 2,638,951 | $ | (501,298 | ) | $ | (1,331 | ) | $ | (21,362 | ) | $ | (2,928,861 | ) | $ | 262,695 | $ | 6,195,283 | ||||||||||||||||||
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The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 3
CANOPY GROWTH CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
UNAUDITED
September 30, | September 30, | |||||||||||
(Expressed in CDN $000’s) | Notes | 2019 | 2018 | |||||||||
Cash flows from operating activities | ||||||||||||
Net income (loss) | $ | 48,599 | $ | (403,727 | ) | |||||||
Adjustments for: | ||||||||||||
Depreciation of property, plant and equipment | 29,813 | 10,446 | ||||||||||
Amortization of intangible assets | 15,955 | 5,236 | ||||||||||
Share of loss on equity investments | 8 | 4,004 | 6,932 | |||||||||
Share-based compensation | 18 | 180,243 | 116,796 | |||||||||
Income tax expense (recovery) | 24 | 4,500 | (1,490 | ) | ||||||||
Non-cash foreign currency | (1,463 | ) | (410 | ) | ||||||||
Interest paid | (12,750 | ) | — | |||||||||
Change in operating assets and liabilities, net of effects from purchases of businesses: | ||||||||||||
Amounts receivable | 11,390 | (21,242 | ) | |||||||||
Prepaid expenses and other assets | (50,224 | ) | (6,811 | ) | ||||||||
Inventory | (143,229 | ) | (28,964 | ) | ||||||||
Accounts payable and accrued liabilities | 10,584 | 1,150 | ||||||||||
Other, including non-cash fair value adjustments | (469,507 | ) | 123,948 | |||||||||
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Net cash used in operating activities | (372,085 | ) | (198,136 | ) | ||||||||
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Cash flows from investing activities | ||||||||||||
Purchases of and deposits on property, plant and equipment | (440,150 | ) | (293,179 | ) | ||||||||
Purchases of intangible assets | (9,538 | ) | (6,341 | ) | ||||||||
Redemption (purchase) of short-term investments | 388,027 | (2,829 | ) | |||||||||
Investments in equity method investees | 8 | (4,719 | ) | (42,439 | ) | |||||||
Investments in other financial assets | 9 | (36,423 | ) | (29,695 | ) | |||||||
Investment in Acreage Arrangement | 9, 26 | (395,190 | ) | — | ||||||||
Change in acquisition related liabilities | (21,447 | ) | — | |||||||||
Net cash outflow on acquisition of NCI | — | (1,999 | ) | |||||||||
Net cash outflow on acquisition of subsidiaries | 25 | (416,028 | ) | 428 | ||||||||
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Net cash used in investing activities | (935,468 | ) | (376,054 | ) | ||||||||
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Cash flows from financing activities: | ||||||||||||
Payment of share issue costs | (129 | ) | (6,819 | ) | ||||||||
Proceeds from issuance of shares by Canopy Rivers | 156 | 91,218 | ||||||||||
Proceeds from exercise of stock options | 18 | 36,023 | 13,626 | |||||||||
Proceeds from exercise of warrants | 17 | 446 | 133 | |||||||||
Issuance of long-term debt | 14 | 5,278 | 600,000 | |||||||||
Payment of debt issue costs | 14 | — | (16,380 | ) | ||||||||
Repayment of long-term debt | (104,282 | ) | (747 | ) | ||||||||
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Net cash (used) provided by financing activities | (62,508 | ) | 681,031 | |||||||||
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Effect of exchange rate changes on cash and cash equivalents |
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Net cash (outflow) inflow | (1,378,366 | ) | 106,841 | |||||||||
Cash and cash equivalents, beginning of period | 2,480,830 | 322,560 | ||||||||||
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Cash and cash equivalents, end of period | $ | 1,102,464 | $ | 429,401 | ||||||||
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Supplemental disclosure of cash flow information | ||||||||||||
Cash paid during the year: | ||||||||||||
Income taxes | 1,305 | — | ||||||||||
Noncash investing and financing activities | ||||||||||||
Additions to property, plant and equipment | 128,440 | 110,608 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 4
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
1. | DESCRIPTION OF BUSINESS |
Canopy Growth Corporation is a publicly traded corporation, incorporated in Canada, with its head office located at 1 Hershey Drive, Smiths Falls, Ontario with its common shares listed on the TSX, under the trading symbol “WEED” and as of May 24, 2018 on the NYSE, under the trading symbol “CGC”. References in these condensed interim consolidated financial statements to “Canopy Growth” or “the Company” refer to Canopy Growth Corporation and its subsidiaries.
The principal activities of the Company are the production, distribution and sale of cannabis as regulated by the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) in Canada, up to and including October 16, 2018. On October 17, 2018, the ACMPR was superseded by The Cannabis Act which regulates the production, distribution, and possession of cannabis for both medical and adult recreational access in Canada. The Company is also expanding to jurisdictions outside of Canada where federally lawful and regulated for cannabis and/or hemp including subsidiaries which operate in the United States, Europe, Latin America and the Caribbean, Asia / Pacific, and Africa. Through its partially owned subsidiary Canopy Rivers Inc. (“Canopy Rivers”), the Company also provides growth capital and a strategic support platform that pursues investment opportunities in the global cannabis sector, where federally lawful.
2. | BASIS OF PRESENTATION |
These condensed interim consolidated financial statements have been presented in Canadian dollars and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Canopy Growth has determined that the Canadian dollar is the most relevant and appropriate reporting currency as, despite continuing shifts in the relative size of our operations across multiple geographies, the majority of our operations are conducted in Canadian dollars and our financial results are prepared and reviewed internally by management in Canadian dollars. Our condensed interim consolidated financial statements, and the financial information contained herein, are reported in thousands of Canadian dollars, except share and per share amounts or as otherwise stated.
Certain information and footnote disclosures normally included in the audited annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted or condensed. These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended March 31, 2020 (the “Annual Consolidated Financial Statements”), and have been prepared on a basis consistent with the accounting policies as described in the Annual Consolidated Financial Statements.
These condensed interim consolidated financial statements are unaudited and reflect adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods in accordance with U.S. GAAP.
The results reported in these condensed interim consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for an entire fiscal year. The policies set out below are consistently applied to all periods presented, unless otherwise noted.
(i) Principles of consolidation
The accompanying condensed interim consolidated financial statements include the accounts of the Company and all entities in which the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity. All intercompany accounts and transactions have been eliminated on consolidation. Information on the Company’s subsidiaries with noncontrolling interests is included in Note 20.
(ii) Variable interest entities
A variable interest entity (“VIE”) is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to control the entity’s activities or do not substantially participate in the gains and losses of the entity. Upon inception of a contractual agreement, and thereafter, if a reconsideration event occurs, the Company performs an assessment to determine whether the arrangement contains a variable interest in an entity and whether that entity is a VIE. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Under Accounting Standards Codification (“ASC”) 810 – Consolidations, where the Company concludes that it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE.
Page 5
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
(iii) Equity method investments
Investments accounted for using the equity method include those investments where the Company (i) can exercise significant influence over the other entity and (ii) holds common stock and/or in-substance common stock of the other entity. Under the equity method, investments are carried at cost, and subsequently adjusted for the Company’s share of net income (loss), comprehensive income (loss) and distributions received from the investee. If the current fair value of an investment falls below its carrying amount, this may indicate that an impairment loss should be recorded. Any impairment losses recognized are not reversed in subsequent periods. Refer to Note 8 for additional information on the Company’s investments accounted for using the equity method.
(iv) Use of estimates
The preparation of these condensed interim consolidated financial statements and accompanying notes in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.
(v) New accounting policies
(a) Recently adopted accounting pronouncements
Leases
In February 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance on the recognition and measurement of leases, ASC 842—Leases. Under this guidance, a lessee recognizes assets and liabilities on its balance sheet for most leases. Lease expense continues to be consistent with previous guidance. Additionally, this guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leasing arrangements.
The Company adopted the guidance on April 1, 2019, using the modified retrospective approach and, accordingly, prior period balances and disclosures have not been restated. The Company elected the package of transition practical expedients for expired or existing contracts, which retains prior conclusions reached on lease identification, classification, and initial direct costs incurred.
The adoption of this guidance resulted in the recognition of operating lease right-of-use assets of $99,880, net of lease provisions of $10,703 and $110,583 of lease liabilities, with a $nil impact on deficit. The transition to ASC 842 did not have a material impact on the Company’s results of operations or liquidity. When measuring lease liabilities, the Company used its incremental borrowing rate of April 1, 2019 of 4.5%. Further information is disclosed in Note 27.
Revenues
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which provides a single comprehensive model for accounting for revenue from contracts with customers and supersedes nearly all previously existing revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Canopy Growth adopted the new standard as of April 1, 2018. There was no impact of adopting ASU 2014-09 on the condensed interim consolidated financial statements.
Financial Instruments
In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities, which provides new guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. Canopy Growth adopted the standard on April 1, 2018. Under the new standard, changes in the fair value of equity investments with readily determinable fair values are recorded in other (income) expense, net within the condensed interim consolidated statement of operations. Previously, such fair value changes were recorded in other comprehensive income (loss). The impact of this transition is a cumulative-effect adjustment to deficit of $34,800.
Canopy Growth has elected to continue to measure its equity investments without readily determinable fair values at fair value. Changes in the measurement of these investments will continue to be recorded in other (income) expense, net within the condensed interim consolidated statement of operations.
Page 6
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
Income taxes
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which requires the recognition of the income tax effects of intercompany sales and transfers of assets, other than inventory, in the period in which the transfer occurs. Canopy Growth adopted the standard on April 1, 2018, using a modified retrospective approach. There was minimal impact of adopting ASU 2016-16 on the condensed interim consolidated financial statements.
(b) Accounting guidance not yet adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is evaluating the impact on the consolidated financial statements and expects to implement the provisions of ASU 2016-13 effective April 1, 2020.
In August 2018, the FASB issued ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) (“ASU 2018-13”). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company is evaluating the impact on the consolidated financial statements and expects to implement the provisions of ASU 2018-13 effective April 1, 2020.
3. | CASH AND CASH EQUIVALENTS |
Cash and cash equivalents are disaggregated as follows:
September 30, 2019 | March 31, 2019 | |||||||
Cash | $ | 492,804 | $ | 1,703,550 | ||||
Cash equivalents | 609,660 | 777,280 | ||||||
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Total cash and cash equivalents | $ | 1,102,464 | $ | 2,480,830 | ||||
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4. | SHORT-TERM INVESTMENTS |
The components of short-term investments are as follows:
September 30, 2019 | March 31, 2019 | |||||||
U.S. government securities | $ | 1,270,819 | $ | 1,663,245 | ||||
Term deposits | 268,323 | 1,600 | ||||||
Canadian government securities | 94,550 | 369,288 | ||||||
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Total short-term investments | $ | 1,633,692 | $ | 2,034,133 | ||||
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The amortized cost of short-term investments at September 30, 2019 is $1,633,123 (March 31, 2019 – $2,032,770).
Page 7
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
5. | AMOUNTS RECEIVABLE, NET |
Amounts receivable, net is comprised of:
September 30, | March 31, | |||||||
2019 | 2019 | |||||||
Accounts receivable, net | $ | 55,442 | $ | 61,830 | ||||
Indirect taxes receivable | 39,886 | 27,805 | ||||||
Interest receivable | 8,696 | 7,193 | ||||||
Other receivables | 3,463 | 10,146 | ||||||
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| |||||
Total amounts receivable | $ | 107,487 | $ | 106,974 | ||||
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Included in the accounts receivable, net balance at September 30, 2019 is an allowance for doubtful accounts of $272 (March 31, 2019—$635).
6. | INVENTORY |
Inventory is comprised of the following items:
September 30, | March 31, | |||||||
2019 | 2019 | |||||||
Raw materials | $ | 39,049 | $ | 845 | ||||
Work-in-process | 240,537 | 109,672 | ||||||
Finished goods | 35,998 | 30,054 | ||||||
Supplies and consumables | 30,929 | 49,501 | ||||||
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| |||||
Total inventory | $ | 346,513 | $ | 190,072 | ||||
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The Company recorded write-downs related to inventory in the three and six months ended September 30, 2019 of $21,747 and $26,536, respectively.
7. | PREPAID EXPENSES AND OTHER ASSETS |
The Company’s prepaid expenses and other assets consists of the following:
September 30, | March 31, | |||||||
2019 | 2019 | |||||||
Prepaid expenses | $ | 70,372 | $ | 26,339 | ||||
Deposits | 16,515 | 29,138 | ||||||
Prepaid inventory | 29,370 | 21,267 | ||||||
Other assets | 1,854 | 8,947 | ||||||
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| |||||
Total prepaid expenses and other assets | $ | 118,111 | $ | 85,691 | ||||
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Page 8
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
8. | EQUITY METHOD INVESTMENTS |
The following table outlines changes in the investments in associates that are accounted for using the equity method. Where the Company does not have the same reporting date as its investees, the Company will account for its investments one quarter in arrears. Accordingly, certain of the figures in the following table, including the Company’s share of the investee’s net income (loss), are based on the investees’ results for the period ended June 30, 2019, with adjustments for any significant transactions.
Entity | Instrument | Participating share | Balance at March 31, 2019 | Additions | Share of net loss | Balance at September 30, 2019 | ||||||||||||||||||
PharmHouse | Shares | 49.0 | % | $ | 39,278 | $ | — | $ | (695 | ) | $ | 38,583 | ||||||||||||
Agripharm | Shares | 40.0 | % | 36,127 | — | (1,593 | ) | 34,534 | ||||||||||||||||
Beckley Canopy Therapeutics | Shares | 42.2 | % | 11,653 | — | (385 | ) | 11,268 | ||||||||||||||||
CanapaR | Shares | 49.1 | % | 18,062 | — | (259 | ) | 17,803 | ||||||||||||||||
Other | Shares | 18.2% to 66.7 | % | 7,265 | 4,665 | (1,072 | ) | 10,858 | ||||||||||||||||
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$ | 112,385 | $ | 4,665 | $ | (4,004 | ) | $ | 113,046 | ||||||||||||||||
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Page 9
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
9. | OTHER FINANCIAL ASSETS |
The following tables outlines changes in Other financial assets. Additional details on how the fair value of significant investments is calculated are included in Note 21.
Entity | Instrument | Note | Balance at March 31, 2019 | Additions | FVTPL | Interest income | Exercise of options / disposal of shares / repayments | Balance at September 30, 2019 | ||||||||||||||||||||||
Acreage | Option | 26 | $ | — | $ | 395,190 | $ | (235,190 | ) | $ | — | $ | — | $ | 160,000 | |||||||||||||||
TerrAscend | Exchangeable shares | 160,000 | — | (60,000 | ) | — | — | 100,000 | ||||||||||||||||||||||
PharmHouse | Loan receivable | 40,000 | — | — | — | — | 40,000 | |||||||||||||||||||||||
Agripharm | Royalty interest | 10,254 | 8,000 | 1,292 | — | — | 19,546 | |||||||||||||||||||||||
ZeaKal | Shares | 9 | (i) | — | 13,487 | (245 | ) | — | — | 13,242 | ||||||||||||||||||||
Greenhouse | Convertible debenture | 5,944 | 3,000 | 1,947 | — | — | 10,891 | |||||||||||||||||||||||
SLANG | Warrants | 44,000 | — | (33,000 | ) | — | — | 11,000 | ||||||||||||||||||||||
Other - classified as fair value through net income (loss) | Various | 72,144 | 5,908 | (13,634 | ) | — | (1,201 | ) | 63,217 | |||||||||||||||||||||
Other - elected as fair value through net income (loss) | Various | 29,236 | 1,200 | (7,182 | ) | — | (3,635 | ) | 19,619 | |||||||||||||||||||||
Other - classified as held for investment | Loan receivable | 1,849 | 9,650 | — | 92 | (78 | ) | 11,513 | ||||||||||||||||||||||
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$ | 363,427 | $ | 436,435 | $ | (346,012 | ) | $ | 92 | $ | (4,914 | ) | $ | 449,028 | |||||||||||||||||
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(i) | On June 14, 2019, Canopy Rivers acquired 248,473 preferred shares of ZeaKal, Inc. (“ZeaKal”), a California-based plant science company, for $13,487 which represents a 9% equity interest on a fully diluted basis. |
Page 10
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
10. | PROPERTY, PLANT AND EQUIPMENT |
The components of property, plant and equipment are as follows:
September 30, 2019 | March 31, 2019 | |||||||
Buildings and greenhouses | $ | 543,855 | $ | 361,958 | ||||
Production and warehouse equipment | 212,222 | 175,325 | ||||||
Leasehold improvements | 46,757 | 32,264 | ||||||
Land | 58,407 | 37,681 | ||||||
Office and lab equipment | 28,336 | 23,495 | ||||||
Computer equipment | 25,256 | 19,228 | ||||||
Right-of-use assets | ||||||||
Buildings and greenhouses | 106,071 | — | ||||||
Production and warehouse equipment | 927 | — | ||||||
Assets in process | 694,744 | 491,722 | ||||||
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| |||||
1,716,575 | 1,141,673 | |||||||
Less: Accumulated depreciation | (78,112 | ) | (45,333 | ) | ||||
|
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|
| |||||
Total | $ | 1,638,463 | $ | 1,096,340 | ||||
|
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|
|
Depreciation expense included in cost of goods sold for the three and six months ended September 30, 2019 is $12,138 and $21,455, respectively (three and six months ended September 30, 2018 – $5,674 and $8,926, respectively). Depreciation expense included in selling, general and administrative expenses for the three and six months ended September 30, 2019 is $4,087 and $8,358, respectively (three and six months ended September 30, 2018 – $1,111 and $1,520, respectively).
11. | INTANGIBLE ASSETS |
The components of intangible assets are as follows:
September 30, 2019 | March 31, 2019 | |||||||||||||||
Gross Carrying Amount | Net Carrying Amount | Gross Carrying Amount | Net Carrying Amount | |||||||||||||
Finite lived intangible assets | ||||||||||||||||
Licensed brands | $ | 68,432 | $ | 64,754 | $ | 57,802 | $ | 57,678 | ||||||||
Distribution channel | 42,446 | 21,259 | 42,400 | 25,297 | ||||||||||||
Health Canada and operating licenses | 104,967 | 98,911 | 104,608 | 99,587 | ||||||||||||
Intellectual property | 151,634 | 141,254 | 153,797 | 149,360 | ||||||||||||
Software and domain names | 13,282 | 9,273 | 9,701 | 6,819 | ||||||||||||
Amortizable intangibles in process | 4,637 | 4,561 | 4,122 | 4,046 | ||||||||||||
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|
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| |||||||||
Total | 385,398 | 340,012 | 372,430 | 342,787 | ||||||||||||
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| |||||||||
Indefinite lived intangible assets | ||||||||||||||||
Operating licenses | 151,509 | 151,509 | ||||||||||||||
Acquired brands | 62,934 | 63,774 | ||||||||||||||
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| |||||||||||||
Total intangible assets | $ | 554,455 | $ | 558,070 | ||||||||||||
|
|
|
|
Amortization expense included in cost of goods sold for the three and six months ended September 30, 2019 is $26 and $38, respectively (three and six months ended September 30, 2018 – $25 and $35, respectively). Amortization expense included in selling, general and administrative expenses for the three and six months ended September 30, 2019 is $8,764 and $15,917, respectively (three and six months ended September 30, 2018 – $2,579 and $5,201, respectively).
Page 11
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
12. | GOODWILL |
The net change in goodwill is as follows:
Note | ||||||||
As at March 31, 2018 | $ | 277,445 | ||||||
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| |||||||
Purchase accounting allocations | 1,215,750 | |||||||
Foreign currency translation adjustments | (3,336 | ) | ||||||
As at March 31, 2019 | $ | 1,489,859 | ||||||
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| |||||||
Purchase accounting allocations | 25 | 388,586 | ||||||
Foreign currency translation adjustments | (20,157 | ) | ||||||
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| |||||||
As at September 30, 2019 | $ | 1,858,288 | ||||||
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13. | OTHER ACCRUED EXPENSES AND LIABILITIES |
The components of other accrued expenses and liabilities are as follows:
September 30, 2019 | March 31, 2019 | |||||||
Property, plant and equipment | $ | 6,890 | $ | 8,013 | ||||
Professional fees | 930 | 2,059 | ||||||
Employee compensation | 23,118 | 20,577 | ||||||
Other | 6,328 | 6,964 | ||||||
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| |||||
Total accounts payable and accrued liabilities | $ | 37,266 | $ | 37,613 | ||||
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14. | DEBT |
The components of debt are as follows:
September 30, | March 31, | |||||||||||
Maturity Date | 2019 | 2019 | ||||||||||
Convertible senior notes at 4.25% interest with semi-annual interest payments | July 15, 2023 | |||||||||||
Principal amount | $ | 600,000 | $ | 600,000 | ||||||||
Accrued interest | 5,454 | 5,454 | ||||||||||
Non-credit risk fair value adjustment (FVTPL) | (25,470 | ) | 183,120 | |||||||||
Credit risk fair value adjustment (FVOCI) | 10,470 | 47,130 | ||||||||||
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590,454 | 835,704 | |||||||||||
Term loan facility advanced in the form of prime rate operating loan | $ | — | $ | 95,000 | ||||||||
Transferred receivables, bearing interest rate of EURIBOR plus 0.850% | 2,924 | — | ||||||||||
Other revolving debt facility, loan, and financings | 11,110 | 15,271 | ||||||||||
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604,488 | 945,975 | |||||||||||
Less: current portion | (14,115 | ) | (103,716 | ) | ||||||||
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Long-term portion | $ | 590,373 | $ | 842,259 | ||||||||
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Page 12
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
(i) Convertible senior notes
On June 20, 2018, the Company issued convertible senior notes (“the notes”) with an aggregate principal amount of $600,000. The notes are subordinated in right of payment to any existing and future senior indebtedness, including indebtedness under the revolving credit facility. The notes will rank senior in right of payment to any future subordinated borrowings.
Holders of the notes have the right to exercise the conversion option at a rate of 20.7577 common shares for every $1 of principal amount of notes from September 30, 2018 to January 15, 2023, if (i) the market price of the Company common shares for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day, (ii) during the 5 business day period after any consecutive 5 trading day period (the “measurement period”) in which the trading price per $1 principal amount of the notes for each trading day in the measurement period was less than 98% of the product of the last reported sales price of the Company’s common shares and the conversion rate on each such trading day, (iii) the notes are called for redemption or (iv) upon occurrence of certain corporate events (“Fundamental Change”).
The Company may also redeem the notes if certain tax laws related to Canadian withholding tax change subject to certain further conditions. The redemption of the notes shall be at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest.
The overall change in fair value of the notes during the three and six months ended September 30, 2019 was a decrease of $199,194 and $245,250 respectively (three and six months ended September 30, 2018 – $288,984 and $301,224), which included accrued contractual interest of $6,306 and $12,750 respectively (three and six months ended September 30, 2018 – $990 and $7,224). Refer to Note 21 for additional details on how the fair value of the notes is calculated.
(ii) Alberta Treasury Board (“ATB”) financing
On June 14, 2019, the Company repaid its ATB term loan facility. A payment of $95,180 was made to settle the loan balance which included interest of $180.
(iii) Transferred receivables
The carrying amounts of the transferred receivables include receivables which are subject to a factoring arrangement. Under this arrangement, C3 has transferred the relevant receivables to PB Factoring GmbH in exchange for cash. The transferred receivables to PB Factoring GmbH is $3,249 and the associated secured borrowing is $2,924.
(iv) Other revolving debt facility, loans, and financings
The revolving debt facility is secured by a first charge on the properties in Niagara-on-the-Lake, Ontario, a corporate guarantee from the Company, and a general corporate security agreement.
15. | OTHER LIABILITIES |
The components of other liabilities are as follows:
September 30, 2019 | March 31, 2019 | |||||||||||||||||||||||||||
Notes | Current | Long-term | Total | Current | Long-term | Total | ||||||||||||||||||||||
Acquisition consideration related liabilities | $ | 25,616 | $ | 81,591 | $ | 107,207 | $ | 22,176 | $ | 87,747 | $ | 109,923 | ||||||||||||||||
Lease liabilities | 27 | 53,621 | 65,402 | 119,023 | — | — | — | |||||||||||||||||||||
Minimum royalty obligations | 6,308 | 22,069 | 28,377 | 3,445 | 24,392 | 27,837 | ||||||||||||||||||||||
Due to former shareholders of Storz & Bickel | — | — | — | 21,447 | — | 21,447 | ||||||||||||||||||||||
Refund liability | 22 | 37,790 | — | 37,790 | — | — | — | |||||||||||||||||||||
Settlement liability | 15 | (a) | 5,347 | 9,824 | 15,171 | 11,980 | 16,631 | 28,611 | ||||||||||||||||||||
Other | 14,134 | 4,067 | 18,201 | 22,366 | 5,234 | 27,600 | ||||||||||||||||||||||
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Total | $ | 142,816 | $ | 182,953 | $ | 325,769 | $ | 81,414 | $ | 134,004 | $ | 215,418 | ||||||||||||||||
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Page 13
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
(a) Settlement liability
During the year ended March 31, 2019, the Company reached a settlement with certain co-investors in Bedrocan Brasil S.A. and Entourage Phytolab S.A. to facilitate organizational changes to support the Company’s growth in Latin America. Under the terms of the agreement the Company agreed to make cash payments totaling $25,185 and a final payment equal to 1.2% of the fair value of the Company’s Latin American business as of June 30, 2023. The fair value of the settlement was estimated to be $28,611 and was recorded as an expense. The final payment represents a derivative liability that was initially measured at fair value with subsequent period end remeasurements of fair value recorded through net income (loss).
During the three and six months ended September 30, 2019, payments totalling $5,600 and $13,908 respectively, were made, with the remaining change in liability relating to accretion expense and fair value changes.
16. | REDEEMABLE NONCONTROLLING INTEREST |
The net change in the redeemable noncontrolling interests is as follows:
Vert Mirabel | ||||
As at March 31, 2019 | $ | 6,400 | ||
Income attributable to noncontrolling interest | 3,679 | |||
Adjustments to redemption amount | (779 | ) | ||
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| |||
As at September 30, 2019 | $ | 9,300 | ||
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|
Vert Mirabel | BC Tweed | Total | ||||||||||
As at March 31, 2018 | $ | 4,850 | $ | 56,300 | $ | 61,150 | ||||||
Income attributable to noncontrolling interest | (1,810 | ) | — | (1,810 | ) | |||||||
Adjustments to redemption amounts | 4,460 | 16,300 | 20,760 | |||||||||
Purchase of redeemable noncontrolling interest | — | (72,600 | ) | (72,600 | ) | |||||||
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| |||||||
As at September 30, 2018 | $ | 7,500 | $ | — | $ | 7,500 | ||||||
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Page 14
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
17. | SHARE CAPITAL |
CANOPY GROWTH
Authorized
An unlimited number of common shares.
(i) | Equity financings |
There were no equity financings during the six months ended September 30, 2019.
(ii) | Other issuances of common shares |
During the three and six months ended September 30, 2019, the Company issued 84,530 and 566,851 (three and six months ended September 30, 2018 – 19,167,538 and 20,494,376) shares with an increase of $3,041 and $21,715 (three and six months ended September 30, 2018 – $930,063 and $968,256) in share capital respectively.
(iii) | Warrants |
Note | Number of whole warrants | Average exercise price | Warrant value | |||||||||||||
Balance outstanding at March 31, 2019 | 107,848,322 | $ | 43.80 | $ | 1,589,925 | |||||||||||
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Tranche A warrant modification | 26 | — | — | 1,049,153 | ||||||||||||
Issuance of Tranche B warrants | 26 | 38,454,444 | 76.68 | — | ||||||||||||
Other issuance of warrants | 9,200 | 32.83 | 359 | |||||||||||||
Exercise of warrants | (12,523 | ) | 35.55 | (486 | ) | |||||||||||
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Balance outstanding at September 30, 20191 | 146,299,443 | $ | 52.44 | $ | 2,638,951 | |||||||||||
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1 | This balance excludes the Tranche C Warrants, which represent a derivative liability and have nominal value, see note 26. |
CANOPY RIVERS
(a) Authorized
Canopy Rivers Corporation (“Canopy Rivers”) is authorized to issue an unlimited number of common shares. There are two classes of common shares: Multiple Voting Shares and Subordinated Voting Shares. Each Multiple Voting Share is entitled to receive 20 votes, while each Subordinated Voting Share is entitled to receive one vote at all meetings of the shareholders. There is no priority or distinction between the two classes of shares in respect of their entitlement to the payment of dividends or participation on liquidation, dissolution or winding-up of the Company.
(b) Issued and outstanding
As at September 30, 2019, Canopy Rivers had 36,468,318 Multiple Voting Shares (March 31, 2019 – 36,468,318) and 151,731,576 Subordinated Voting Shares (March 31, 2019 – 150,592,136) issued and outstanding. As at September 30, 2019, the Company held 36,468,318 Multiple Voting Shares (March 31, 2019 – 36,468,318) and 15,223,938 Subordinated Voting shares (March 31, 2019 – 15,223,938) which represented a 27.5% ownership interest in Canopy Rivers and 84.5% of the voting rights (March 31, 2019 – 27.6% and 84.6% respectively). The voting rights allow the Company to direct the relevant activities of Canopy Rivers such that the Company has control over Canopy Rivers and Canopy Rivers is consolidated in these financial statements.
Page 15
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
(c) Financings
There were no financings during the six months ended September 30, 2019, other than the release of shares related to share purchase financing
(d) Initial financing and seed capital options
The 10,066,668 Subordinated Voting Shares acquired by way of share purchase loans, whereby funds were advanced to Canopy Rivers by the Company on behalf of certain employees of the Company and another individual, were initially accounted for as seed capital options and are not considered issued for accounting purposes until the loans are repaid on an individual employee/consultant basis. During the three and six months ended September 30, 2019, share purchase loans in the amount of $29 and $48 respectively (three and six months ended September 30, 2018 – $nil and $288 respectively) relating to Canopy Rivers shares held in trust by the Company on behalf of certain Canopy Growth employees were repaid, resulting in the release from escrow of Subordinated Voting Shares of 583,333 and 961,108 respectively (three and six months ended September 30, 2018 – nil and 5,750,000 respectively). As at September 30, 2019, there were 2,877,784 seed capital options outstanding (March 31, 2019 – 3,838,892).
18. | SHARE BASED COMPENSATION |
CANOPY GROWTH CORPORATION SHARE-BASED COMPENSATION PLAN
Canopy Growth’s eligible employees participate in a share-based compensation plan as noted below.
On September 15, 2017, shareholders approved an Omnibus Incentive Plan (as amended and restated, the “Omnibus Plan”) pursuant to which the Company can issue share-based long-term incentives. All directors, officers, employees and independent contractors of the Company are eligible to receive awards of common share purchase options (“Options”), restricted share units (“RSUs”), deferred share units, stock appreciation rights (“Stock Appreciation Rights”), performance awards (“Performance Awards”) or other stock based awards (collectively, the “Awards”) under the Omnibus Plan. In addition, shareholders also approved the 2017 Employee Stock Purchase Plan of the Company (the “Purchase Plan”). Under the Purchase Plan, the aggregate number of common shares that may be issued is 400,000, and the maximum number of common shares which may be issued in any one fiscal year shall not exceed 200,000.
Under the Omnibus Plan, the maximum number of shares issuable from treasury pursuant to Awards shall not exceed 15% of the total outstanding shares from time to time less the number of shares issuable pursuant to all other security-based compensation arrangements of the Company. The maximum number of common shares reserved for Awards is 52,249,177 at September 30, 2019. As of September 30, 2019, the only Awards issued have been options and RSUs under the Omnibus Plan.
The Omnibus Plan is administered by the Board of Directors of the Company who establishes exercise prices, at not less than the market price at the date of grant, and expiry dates. Options under the Omnibus Plan generally remain exercisable in increments with 1/3 being exercisable on each of the first, second and third anniversaries from the date of grant, with expiry dates set at six years from issuance. The Board of Directors has the discretion to amend general vesting provisions and the term of any award, subject to limits contained in the Omnibus Plan.
The following is a summary of the changes in the Company’s Omnibus Plan employee options during the six months ended September 30, 2019:
Options issued | Weighted average exercise price | |||||||
Balance outstanding at March 31, 2019 | 32,831,895 | $ | 34.10 | |||||
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|
| |||||
Options granted | 5,327,689 | 41.74 | ||||||
Options exercised | (3,290,212 | ) | 10.95 | |||||
Options forfeited/cancelled | (1,956,398 | ) | 45.84 | |||||
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| |||||
Balance outstanding at September 30, 2019 | 32,912,974 | $ | 36.95 | |||||
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Page 16
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
The following is a summary of the outstanding stock options as at September 30, 2019:
Options Outstanding | Options Exercisable | |||||||||||||||
Range of Exercise Prices | Outstanding at September 30, 2019 | Weighted Average Remaining Contractual Life (years) | Exercisable at September 30, 2019 | Weighted Average Remaining Contractual Life (years) | ||||||||||||
$1.32 - $27.94 | 6,155,483 | 3.56 | 2,888,874 | 3.30 | ||||||||||||
$27.95 - $35.00 | 3,666,663 | 4.78 | 609,686 | 4.41 | ||||||||||||
$35.01 - $38.88 | 7,815,201 | 5.29 | 500,000 | 5.23 | ||||||||||||
$38.89 - $42.84 | 6,267,481 | 4.89 | 1,439,214 | 4.56 | ||||||||||||
$42.85 - $67.64 | 9,008,146 | 5.42 | 853,363 | 4.99 | ||||||||||||
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| |||||||||
32,912,974 | 4.87 | 6,291,137 | 4.08 | |||||||||||||
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At September 30, 2019, the weighted average exercise price of options outstanding and options exercisable was $36.95 and $27.81, respectively (at March 31, 2019 – $34.10 and $13.99, respectively).
For the three and six months ended September 30, 2019, the Company recorded $79,163 and $149,979 in share-based compensation expense related to options issued to employees (for the three and six months ended September 30, 2018 – $31,312, and $44,859) and $1,062 and $3,339, respectively, in share-based compensation expense related to options issued to contractors (for the three and six months ended September 30, 2018 – $2,313, and $2,910). The compensation expense for the six months ended September 30, 2019 includes an amount related to 445,000 options being provided in exchange for services which are subject to performance conditions (for the six months ended September 30, 2018 – 422,974).
In determining the amount of share-based compensation related to options issued during the period, the Company used the Black-Scholes option pricing model to establish the fair value of options granted during the three months ended September 30, 2019 and 2018 on their measurement date by applying the following assumptions:
September 30, 2019 | September 30, 2018 | |||||||
Risk-free interest rate | 1.44 | % | 2.18 | % | ||||
Expected life of options (years) | 3 - 5 | 2 - 5 | ||||||
Expected annualized volatility | 72 | % | 76 | % | ||||
Expected forfeiture rate | 11 | % | 11 | % | ||||
Expected dividend yield | nil | nil | ||||||
Black-Scholes value of each option | $ | 22.57 | $ | 29.13 |
Volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. The risk-free rate was based on the zero coupon Canada government bonds with a remaining term equal to the expected life of the options.
During the six months ended September 30, 2019, 3,290,212 Omnibus Plan options were exercised ranging in price from $0.22 to $40.68 for gross proceeds of $36,023 (for the six months ended September 30, 2018 –3,844,191 Omnibus Plan options were exercised ranging in price from $1.32 to $27.99 for gross proceeds of $24,893).
During the three and six months ended September 30, 2019, the Company issued nil RSUs. As at September 30, 2019, the Company had 141,630 RSUs issued and outstanding, of which 17,820 were exercisable. For the three and six months ended September 30, 2019, the Company recorded $1,287 and $2,681 respectively, in share-based compensation expense related to these RSUs (for the three and six months ended September 30, 2018 – $428 and $2,675).
Page 17
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
Share-based compensation expense related to acquisition milestones is comprised of:
Three months ended | Six months ended | |||||||||||||||
September 30, 2019 | September 30, 2018 | September 30, 2019 | September 30, 2018 | |||||||||||||
Colombia | $ | 4,141 | $ | 9,417 | $ | 6,400 | $ | 9,417 | ||||||||
Canindica | 2,286 | 29,358 | 6,296 | 29,358 | ||||||||||||
Other | 2,687 | 11,955 | 6,699 | 19,050 | ||||||||||||
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$ | 9,114 | $ | 50,730 | $ | 19,395 | $ | 57,825 | |||||||||
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During the three and six months ended September 30, 2019, 84,530 and 566,851 shares, respectively (three and six months ended September 30, 2018 – 1,637,074 and 1,908,532 respectively) were released on completion of acquisition milestones. At September 30, 2019, there were up to 5,206,438 shares to be issued on the completion of acquisition and asset purchase milestones. In certain cases, the number of shares to be issued is based on the volume weighted average share price at the time the milestones are met. The number of shares has been estimated assuming the milestones were met at September 30, 2019. The number of shares excludes shares to be issued on July 4, 2023 to the previous shareholders of Spectrum Cannabis Colombia S.A.S. (“Spectrum Colombia”) and Canindica Capital Ltd. (“Canindica”) based on the fair market value of the Company’s Latin American business on that date.
During the three and six months ended September 30, 2019, the Company recorded share-based payments of $nil (three and six months ended September 30, 2018 – $3,801 and $4,585 respectively), related to shares issued for payment of royalties and sales and marketing services.
CANOPY RIVERS SHARE-BASED COMPENSATION PLAN
Seed Capital Options
On May 12, 2017, seed capital options were issued. These seed capital options consistent of 10,066,668 Class B shares acquired by way of share purchase loans. Since they were issued through loans, they are not considered issued for accounting purposes until the loans are repaid. The seed capital options were measured at fair value on May 12, 2017, using a Black-Scholes option pricing model and will be expensed over their vesting period. Where there are performance conditions in addition to service requirements Canopy Rivers has estimated the number of shares it expects to vest and is amortizing the expense over the expected vesting period.
Seed capital options issued | Seed capital loan balance | |||||||
Balance outstanding at March 31, 2019 | 3,838,892 | $ | 192 | |||||
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| |||||
Options exercised | (961,108 | ) | (48 | ) | ||||
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| |||||
Balance outstanding at September 30, 2019 | 2,877,784 | $ | 144 | |||||
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|
Canopy Rivers has a stock option plan (the “Plan”) under which non-transferable options to purchase Subordinated Voting Shares of the Company may be granted to directors, officers, employees, or independent contractors of the Company. Pursuant to the Plan, the maximum number of Subordinated Voting Shares issuable from treasury pursuant to outstanding options shall not exceed 10% of the issued and outstanding Subordinated Voting Shares. The Plan is administered by the Board who establishes exercise prices, at not less than the market price at the date of the grant, and expiry dates. Options under the Plan generally remain exercisable in increments, with one-third being exercisable on each of the first, second, and third anniversaries from the date of grant, and have expiry dates five years from the date of grant. The Board has the discretion to amend general vesting provisions and the term of any option grant, subject to limits contained in the Plan. The seed capital options are not within the scope of the Plan.
Page 18
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
The following is a summary of the changes in Canopy Rivers’ stock options, excluding the seed capital options presented separately, during the six months ended September 30, 2019:
Options issued | Weighted average exercise price | |||||||
Balance outstanding at March 31, 2019 | 12,522,255 | $ | 1.98 | |||||
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| |||||
Options granted | 1,703,000 | 3.76 | ||||||
Options exercised | (178,332 | ) | 0.60 | |||||
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| |||||
Balance outstanding at September 30, 2019 | 14,046,923 | $ | 2.21 | |||||
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In determining the amount of share-based compensation related to options issued during the period, Canopy Rivers used the Black-Scholes option pricing model to establish the fair value of options granted during the three months ended September 30, 2019 and 2018 on their measurement date by applying the following assumptions:
September 30, 2019 | September 30, 2018 | |||||||
Risk-free interest rate | 1.41 | % | 2.02 | % | ||||
Expected life of options (years) | 3 - 4 | 3 - 5 | ||||||
Expected annualized volatility | 70 | % | 70 | % | ||||
Expected forfeiture rate | nil | nil | ||||||
Expected dividend yield | nil | nil | ||||||
Black-Scholes value of each option | $ | 1.23 | $ | 1.53 |
Volatility was estimated using companies that Canopy Rivers considers comparable that have trading and volatility history prior to Canopy Rivers becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding. The risk-free rate was based on zero coupon Canada government bonds with a remaining term equal to the expected life of the options.
For the three and six months ended September 30, 2019, the Company recorded $2,255 and $4,849 respectively, (three and six months ended September 30, 2018 – $1,771 and $3,853) in share-based compensation expense related to these options and the seed capital options with a corresponding increase to non-controlling interests.
19. | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
Accumulated other comprehensive income (loss) includes the following components:
Foreign currency translation adjustments | Changes of own credit risk of financial liabilities | Accumulated other comprehensive income (loss) | ||||||||||
Balance at March 31, 2019 | $ | 41,225 | $ | (47,130 | ) | $ | (5,905 | ) | ||||
Other comprehensive income (loss) | (52,117 | ) | 36,660 | (15,457 | ) | |||||||
|
|
|
|
|
| |||||||
Balance at September 30, 2019 | $ | (10,892 | ) | $ | (10,470 | ) | $ | (21,362 | ) | |||
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|
|
|
|
|
Foreign currency translation adjustments | Changes of own credit risk of financial liabilities | Fair value of other financial assets | Accumulated other comprehensive income (loss) | |||||||||||||
Balance at March 31, 2018 | $ | 608 | $ | — | $ | 34,800 | $ | 35,408 | ||||||||
Cumulative effect from adoption of ASU2016-1 | — | — | (34,800 | ) | (34,800 | ) | ||||||||||
Other comprehensive (loss) income | (4,706 | ) | (75,030 | ) | — | (79,736 | ) | |||||||||
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|
|
| |||||||||
Balance at September 30, 2018 | $ | (4,098 | ) | $ | (75,030 | ) | $ | — | $ | (79,128 | ) | |||||
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Page 19
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
20. | NONCONTROLLING INTERESTS |
The net change in the noncontrolling interests is as follows:
Canopy Rivers | Vert Mirabel | Other non- material interests | Total | |||||||||||||
As at March 31, 2019 | $ | 280,012 | $ | 2,422 | $ | 3,051 | $ | 285,485 | ||||||||
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| |||||||||
Comprehensive (loss) income | (30,214 | ) | 5,764 | — | (24,450 | ) | ||||||||||
Net loss attributable to redeemable noncontrolling interest | — | (3,679 | ) | — | (3,679 | ) | ||||||||||
Share-based compensation | 4,849 | — | — | 4,849 | ||||||||||||
Ownership changes | 490 | — | — | 490 | ||||||||||||
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| |||||||||
As at September 30, 2019 | $ | 255,137 | $ | 4,507 | $ | 3,051 | $ | 262,695 | ||||||||
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21. | FAIR VALUE OF FINANCIAL INSTRUMENTS |
(a) Fair value of financial instrument assets and liabilities that are measured at fair value on a recurring basis
The following table summarizes the valuation techniques and key inputs used in the fair value measurement of significant level 2 financial instruments:
Financial asset / financial liability | Valuation techniques | Key inputs | ||
AusCann Group Holdings options | Black-Scholes option pricing model | Quoted prices in active market | ||
Convertible senior note | Convertible note pricing model | Quoted prices in over-the-counter broker market |
Page 20
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
The following table summarizes the valuation techniques and significant unobservable inputs in the fair value measurement of significant level 3 financial instruments:
Financial asset / financial | Valuation techniques | Significant unobservable | Relationship of unobservable inputs to fair value | |||
Acreage financial instrument | Discounted cash flow | Intrinsic value of Acreage | Increase or decrease in intrinsic value will result in an increase or decrease in fair value | |||
Probability and timing of US legalization | Increase or decrease in probability of US legalization will result in an increase or decrease in fair value | |||||
Estimated premium on US legalization | Increase or decrease in estimated premium on US legalization will result in an increase or decrease in fair value | |||||
Control premium | Increase or decrease in estimated control premium will result in an increase or decrease in fair value | |||||
Synergy value to Canopy Growth | Increase or decrease in estimated synergy value to Canopy Growth will result in an increase or decrease in fair value | |||||
TerrAscend exchangeable shares | Put option pricing model | Probability and timing of US legalization | Increase or decrease in probability of US legalization will result in an increase or decrease in fair value | |||
HydRx Farms shares | Market approach | Share price | Increase or decrease in share price will result in an increase or decrease in fair value | |||
ZeaKal shares | Market approach | Share price | Increase or decrease in share price will result in an increase or decrease in fair value | |||
Greenhouse convertible debenture | FinCAD model | Share price | Increase or decrease in share price will result in an increase or decrease in fair value | |||
Good Leaf shares | Market approach | Share price | Increase or decrease in share price will result in an increase or decrease in fair value | |||
Agripharm royalty interest and repayable debenture | Discounted cash flow | Discount rate | Increase or decrease in discount rate will result in a decrease or increase in fair value | |||
Future royalties | Increase in future royalties to be paid will result in an increase in fair value | |||||
SLANG Worldwide warrant | Black-Scholes option pricing model | Probability and timing of US legalization | Increase or decrease in probability of US legalization will result in an increase or decrease in fair value | |||
Warrant derivative liability | Monte Carlo simulation model | Volatility of Canopy Growth share price | Increase or decrease in volatility will result in an increase or decrease in fair value | |||
Expected life | Increase or decrease in expected life will result in an increase or decrease in fair value | |||||
Vert Mirabel redeemable noncontrolling interest | Discounted cash flow | Discount rate | Increase or decrease in discount rate will result in a decrease or increase in fair value | |||
Future wholesale price and production levels | Increase in future wholesale price and production levels will result in an increase in fair value |
Page 21
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
During the six months ended September 30, 2019 and September 30, 2018, there were no transfers of amounts between levels.
(b) Fair value of financial instrument assets and liabilities that are not measured at fair value but fair value disclosures are required
The carrying values of cash and cash equivalents, short-term investments, accounts payable and other accrued expenses and liabilities approximate their fair values due to their short-term to maturity.
22. | REVENUE |
Revenues are disaggregated as follows:
Three months ended | Six months ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Recreational revenue | ||||||||||||||||
Business to business | $ | 16,677 | $ | — | $ | 67,102 | $ | — | ||||||||
Business to consumer | 13,100 | — | 23,738 | — | ||||||||||||
Medical revenue | ||||||||||||||||
Canadian | 14,149 | 19,903 | 27,200 | 41,267 | ||||||||||||
International | 18,090 | 2,222 | 28,586 | 5,592 | ||||||||||||
Other revenue | 23,605 | 1,202 | 42,386 | 2,384 | ||||||||||||
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Gross revenue | 85,621 | 23,327 | 189,012 | 49,243 | ||||||||||||
Excise taxes | 9,008 | — | 21,917 | — | ||||||||||||
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Net revenue | $ | 76,613 | $ | 23,327 | $ | 167,095 | $ | 49,243 | ||||||||
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The Company records an allowance for estimated returns and price adjustments to ensure that recognized revenue reflects the consideration that the Company expects to receive. The allowance is based on historical experience and Management’s expectation of future returns and price adjustments. Net revenue reflects actual returns and the allowance for estimated returns and price adjustments in the amounts of $32,727 and $40,727 for the three and six months ended September 30, 2019, respectively (three and six months ended September 30, 2018 – $nil). As of September 30, 2019, the liability for estimated returns and price adjustments was $37,790 (March 31, 2019 – $nil).
Page 22
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
23. | OTHER INCOME (EXPENSE), NET |
Other income (expense), net is disaggregated as follows:
Three months ended | Six months ended | |||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||||
Notes | 2019 | 2018 | 2019 | 2018 | ||||||||||||||||
Fair value changes on other financial assets | 9 | $ | (69,735 | ) | $ | 44,773 | $ | (110,822 | ) | $ | 36,583 | |||||||||
Fair value changes on asset arising from Acreage Arrangement | 9, 26 | (235,190 | ) | — | (235,190 | ) | — | |||||||||||||
Fair value changes on convertible senior notes | 14 | 164,394 | (223,374 | ) | 195,840 | (226,194 | ) | |||||||||||||
Fair value change on warrant derivative liability | 26 | 641,854 | — | 666,746 | — | |||||||||||||||
Fair value changes on acquisition related contingent consideration | (70 | ) | — | (1,640 | ) | — | ||||||||||||||
Interest income | 16,463 | 2,546 | 39,181 | 3,552 | ||||||||||||||||
Interest expense | (1,165 | ) | (192 | ) | (2,371 | ) | (348 | ) | ||||||||||||
Foreign currency loss | (5,553 | ) | (704 | ) | (8,409 | ) | (2,957 | ) | ||||||||||||
Gain on acquisition of consolidated entity | — | 62,682 | — | 62,682 | ||||||||||||||||
Debt issuance costs | — | (335 | ) | — | (16,380 | ) | ||||||||||||||
Other income (expense), net | (1,105 | ) | 1,457 | (674 | ) | (1,254 | ) | |||||||||||||
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Total other income (expense), net | $ | 509,893 | $ | (113,147 | ) | $ | 542,661 | $ | (144,316 | ) | ||||||||||
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24. | INCOME TAXES |
There have been no material changes to income tax matters in connection with normal course operations during the six months ended September 30, 2019.
The Company is subject to income tax in numerous jurisdictions with varying income tax rates. During the most recent period ended and the fiscal year to date, there were no material changes to the statutory income tax rates in the taxing jurisdictions where the majority of the Company’s income for tax purposes was earned, or where its temporary differences or losses are expected to be realized or settled. Although statutory income tax rates remain stable, the Company’s effective income tax rate may fluctuate, arising as a result of the Company’s evolving footprint, discrete transactions and other factors that, to the extent material, are disclosed in these financial statements.
The Company continues to believe the amount of unrealized tax benefits appropriately reflects the uncertainty of items that are or may in the future be under discussion, audit, dispute or appeal with a tax authority or which otherwise result in uncertainty in the determination of income for tax purposes. If appropriate, an unrealized tax benefit will be realized in the reporting period in which the Company determines that realization is not in doubt. Where the final determined outcome is different from the Company’s estimate, such difference will impact the Company’s income taxes in the reporting period during which such determination is made.
Page 23
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
25. | ACQUISITIONS |
Acquisitions completed in the six months ended September 30, 2019
The following table summarizes the consolidated statements of financial position impact on the acquisition date of the Company’s business combinations that occurred in the six months ended September 30, 2019
C3 | This Works | |||||||||||
(i) | (ii) | Total | ||||||||||
Cash and cash equivalents | $ | 2,818 | $ | 1,619 | $ | 4,437 | ||||||
Other current assets | 13,326 | 6,484 | 19,810 | |||||||||
Property, plant and equipment | 8,345 | 478 | 8,823 | |||||||||
Intangible assets | ||||||||||||
Brands | 10,229 | 2,319 | 12,548 | |||||||||
Intellectual property | — | 164 | 164 | |||||||||
Software and domain names | 8 | 176 | 184 | |||||||||
Goodwill | 322,334 | 66,252 | 388,586 | |||||||||
Accounts payable and other accrued expenses and liabilities | (4,454 | ) | (5,691 | ) | (10,145 | ) | ||||||
Debt and other liabilities | (3,942 | ) | — | (3,942 | ) | |||||||
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| |||||||
Net assets acquired | $ | 348,664 | $ | 71,801 | $ | 420,465 | ||||||
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| |||||||
Consideration paid in cash | $ | 348,664 | $ | 71,801 | $ | 420,465 | ||||||
Other consideration | — | — | — | |||||||||
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|
| |||||||
Total consideration | $ | 348,664 | $ | 71,801 | $ | 420,465 | ||||||
|
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| |||||||
Consideration paid in cash | $ | 348,664 | $ | 71,801 | $ | 420,465 | ||||||
Less: Cash and cash equivalents acquired | (2,818 | ) | (1,619 | ) | (4,437 | ) | ||||||
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| |||||||
Net cash outflow | $ | 345,846 | $ | 70,182 | $ | 416,028 | ||||||
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Page 24
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
The table above summarizes the fair value of the consideration given and the fair values assigned to the assets acquired and liabilities assumed for each acquisition. Goodwill arose in these acquisitions because the cost of acquisition included a control premium. In addition, the consideration paid for the combination reflected the benefit of expected revenue growth and future market development. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill arising on these acquisitions is expected to be deductible for tax purposes.
(i) C3
On April 30, 2019, the Company acquired 100% of the shares of C3 Cannabinoid Compound Company (“C3”) for total cash consideration of $348,664. C3 is a European based biopharmaceutical company that develops, manufactures and commercializes natural and synthetic cannabinoid based active ingredients. In connection with the acquisition, the Company entered into a five year cooperation agreement with the former majority shareholder of C3, for which the Company paid $8,694 which will be expensed ratably over the contract term.
Due to the timing of this acquisition, the purchase price allocation for the C3 acquisition is provisional. The fair value assigned to the consideration paid, intangible assets and net assets acquired is based on management’s best estimate using the information currently available and may be revised by the Company as additional information is received.
(ii) This Works
On May 21, 2019, the Company acquired 100% of the shares of TWP UK Holdings Limited (“This Works”) and its subsidiary companies, This Works Products Limited, TWP USA Inc. and TWP IP Limited for total cash consideration of $71,801 (GBP 42,144). Based in London, United Kingdom, This Works is a natural skincare and sleep solutions company.
Due to the timing of this acquisition, the purchase price allocation for the This Works acquisition is provisional. The fair value assigned to the consideration paid, intangible assets and net assets acquired is based on management’s best estimate using the information currently available and may be revised by the Company as additional information is received.
26. | ACREAGE TRANSACTIONS |
(a) Acreage Arrangement
On June 27, 2019 (the “Effective date”) Canopy Growth and Acreage Holdings, Inc. (“Acreage”) completed a Plan of Arrangement (the “Arrangement”). Pursuant to the terms of the Arrangement, Acreage shareholders and holders of certain securities convertible into Acreage shares as of June 26, 2019, received an immediate aggregate total payment of US$300 million ($395,190) in exchange for granting Canopy Growth both the right and the obligation (the “Acreage financial instrument”) to acquire 100% of the shares of Acreage, at such time as the occurrence or waiver of changes in U.S. federal law to permit the general cultivation, distribution, and possession of marijuana or to remove the regulation of such activities from the federal laws of the United States (the “Acreage Triggering Event”). If the Acreage Triggering Event is not satisfied or waived by December 27, 2026, the Arrangement will terminate.
Following the occurrence, or waiver by Canopy Growth, of the Acreage Triggering Event and the satisfaction or waiver of certain customary closing conditions to the completion of the acquisition, Canopy Growth will issue to the shareholders of Acreage 0.5818 of a common share of Canopy Growth (the “Acreage exchange ratio”) for each issued and outstanding subordinate voting share of Acreage held (following the automatic conversion of other classes of Acreage shares into subordinate voting shares in accordance with the Arrangement). In the event Acreage issues more than 188,235,587 subordinate voting shares on a fully diluted basis, and Canopy Growth has not provided written approval for the issuance of such additional securities, the Acreage exchange ratio shall be the fraction, calculated to six decimal places, determined by the formula of A x B/C where:
• | “A” equals 0.5818, |
• | “B” equals 188,235,587, and |
• | “C” equals the aggregate number of subordinate voting shares of Acreage on a fully diluted basis at the time of acquisition. |
On the Effective Date Canopy Growth also granted Acreage a non-exclusive, non-transferable, royalty-free license and right to use the intellectual property, systems and trademarks in the United States for a period of 90 months. Management has estimated the fair value of this license to be nominal.
Page 25
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
On initial recognition, the Acreage financial instrument represented a financial asset and has been recorded at its fair value of $395,190, as the estimated fair value of the Acreage business is greater than the estimated fair value of the consideration to be provided upon required exercise of the Acreage financial instrument. Any subsequent changes in fair value will be recognized in net income (loss). The fair value determination includes a high degree of subjectivity and judgement, which results in significant estimation uncertainty. See Note 21 for additional details on how the fair value of the Acreage financial instrument is calculated on a recurring basis. From a measurement perspective, Canopy Growth has elected the fair value option under ASC 825.
(b) Amendment to the Constellation Investor Rights Agreement and warrants
On November 1, 2018 Canopy Growth issued 104,500,000 common shares from treasury and two tranches of warrants to a subsidiary of Constellation Brands, Inc. (“Constellation”) in exchange for proceeds of $5,072,500 and entered into an Amended and Restated Investor Rights Agreement. The first tranche warrants (“Tranche A Warrants”) allowed Constellation to acquire 88.5 million additional shares of Canopy Growth for a fixed price of $50.40 per share. The second tranche warrants (“Final Warrants”) allowed for the purchase of 51.3 million additional shares at a price equal to the 5-day volume-weighted average price immediately prior to exercise. The Final Warrants could only be exercised if the Tranche A Warrants had been exercised in full. Both the Tranche A Warrants and the Final Warrants expire on November 1, 2021. Canopy Growth accounted for the Tranche A Warrants as equity instruments with a relative fair value of $1,505,351 and the Final Warrants as equity instruments with a nominal value.
On June 27, 2019 Constellation and Canopy Growth entered into the Second Amended and Restated Investor Rights Agreement and Consent Agreement. In contemplation of these agreements, Canopy Growth also amended the terms of the Tranche A Warrants and Final Warrants as follows:
• | Extended the term of the Tranche A Warrants to November 1, 2023 and the term of the Final Warrants to November 1, 2026. |
• | The Final Warrants were also replaced by two tranches of warrants (the “Tranche B Warrants” and “Tranche C Warrants”) with different terms: |
• | Tranche B Warrants allow Constellation to acquire 38.5 million shares of Canopy Growth for a fixed price of $76.68 per share. |
• | Tranche C Warrants allow Constellation to acquire 12.8 million shares of Canopy Growth at a price equal to the 5-day volume-weighted average price immediately prior to exercise. |
• | In connection with the Tranche B Warrants and the Tranche C Warrants, Canopy Growth will provide Constellation with a share repurchase credit of up to $1.583 billion on the aggregate exercise price of the Tranche B Warrants and Tranche C Warrants in the event that Canopy Growth does not repurchase the lesser of (i) 27,378,866 common shares, and (ii) common shares with a value of $1.583 billion, during the period commencing on June 27, 2019 and ending on the date that is 24 months after the date that Constellation exercises all of the Tranche A Warrants. |
The modifications to the Tranche A Warrants resulted in them meeting the definition of a derivative instrument under ASC 815 – Derivatives and Hedging. They continue to be classified in equity as the number of shares and the exercise price were both fixed at inception. The extension of the term of the Tranche A Warrants resulted in additional value being attributed to those warrants. On June 27, 2019 the fair value of the Tranche A Warrants was estimated to be $2,554,503 using a Monte Carlo model and assuming a volatility of 66.7%. The Company recorded a deemed dividend of $1,049,153 in deficit related to the difference between the original and modified Tranche A warrants.
The Tranche B Warrants failed the fixed-for-fixed criterion and, as a result, the Tranche B Warrants are classified as derivative instruments measured at fair value in accordance with ASC 815. On June 27, 2019 the fair value of the Tranche B Warrants was estimated to be $1,117,640 using a Monte Carlo model and assuming a volatility of 66.7%. The value of the Tranche B warrants was recorded directly in deficit as a deemed dividend. Any subsequent changes in fair value will be recorded in net income (loss). As at September 30, 2019, the fair value of the warrant derivative liability is $450,894, and a gain of $666,746 has been recorded during the six months ended September 30, 2019 in Other income (expense), net. The fair value determination includes a high degree of subjectivity and judgement, which results in significant estimation uncertainty. See Note 21 for additional details on how the fair value of the warrant derivative liability is calculated on a recurring basis.
Page 26
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
The Tranche C Warrants are also accounted for as derivative liabilities. Therefore, 12.8 million of the Final Warrants were derecognized and 12.8 million Tranche C Warrants were recognized as new derivative liabilities. The fair values of the Final Warrants and Tranche C Warrants both approximate $nil therefore there was no impact to shareholders’ equity. Any subsequent changes in fair value will be recorded in net income (loss).
The share repurchase credit feature is a derivative liability as Canopy Growth has an obligation to repurchase a variable number of its common shares in order to settle the liability in the future within the share repurchase period or has the option to settle the liability in cash. The fair value of this liability is nominal. The initial value of the derivative liability is a deemed dividend recorded directly in shareholders’ deficit. Any subsequent changes in fair value will be recorded in net income (loss).
27. | LEASES |
The Company primarily leases office and production facilities, warehouses, production equipment and vehicles. The Company assesses service arrangements to determine if an asset is explicitly or implicitly specified in the agreement and if we have the right to control the use of the identified asset.
The right-of-use asset is initially measured at cost, which is primarily comprised of the initial amount of the lease liability, plus initial direct costs and lease payments at or before the lease commencement date, less any lease incentives received, and is amortized on a straight-line basis over the remaining lease term. All right-of-use assets are reviewed periodically for impairment. The lease liability is initially measured at the present value of lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate. We elected to recognize expenses for leases with a term of 12 months or less on a straight-line basis over the lease term and not to recognize these short-term leases on the balance sheet. Leases have varying terms with remaining lease terms of up to approximately 30 years. Certain of our lease arrangements provide us with the option to extend or to terminate the lease early.
Lease payments included in the measurement of the lease liability comprise (a) fixed payments, including in-substance fixed payments; (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; (c) amounts expected to be payable under a residual value guarantee; and (d) the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
At inception or reassessment of a contract that contains lease and non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.
Balance Sheet location
A summary of lease right-of-use assets and liabilities are as follows:
Assets: | ||||
Property, plant and equipment | ||||
Operating lease | $ | 74,124 | ||
Finance lease | 27,498 | |||
|
| |||
$ | 101,622 | |||
|
| |||
Liabilities: | ||||
Current: | ||||
Operating lease | $ | 29,894 | ||
Finance lease | 23,727 | |||
Non-current: | ||||
Operating lease | 61,222 | |||
Finance lease | 4,180 | |||
|
| |||
$ | 119,023 | |||
|
|
Lease Expense
The components of total lease expense are as follows:
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CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
September 30, 2019 | ||||||||
Three months ended | Six months ended | |||||||
Operating lease expense | $ | 2,885 | $ | 4,867 | ||||
Finance lease expense: | ||||||||
Amortization of right-of-use assets | 374 | 748 | ||||||
Interest on lease liabilities | 314 | 688 | ||||||
|
|
|
| |||||
$ | 3,573 | $ | 6,303 | |||||
|
|
|
|
Lease maturities
As of September 30, 2019, the minimum payments due for lease liabilities for each of the five succeeding fiscal years and thereafter are as follows:
September 30, 2019 | ||||||||
Operating Leases | Finance Leases | |||||||
2021 | $ | 13,647 | $ | 24,352 | ||||
2022 | 13,124 | 310 | ||||||
2023 | 12,543 | 310 | ||||||
2024 | 11,712 | 321 | ||||||
2025 | 9,787 | 325 | ||||||
Thereafter | 37,800 | 4,916 | ||||||
|
|
|
| |||||
Total lease payments | 98,613 | 30,534 | ||||||
Less: Interest | (7,497 | ) | (2,627 | ) | ||||
|
|
|
| |||||
Total lease liabilities | $ | 91,116 | $ | 27,907 | ||||
|
|
|
|
As of September 30, 2019, we have additional operating leases that have not yet commenced with immaterial aggregated minimum payments on an undiscounted basis.
As of September 30, 2019, future lease expense for operating leases is expected to be as follows:
September 30, 2019 | ||||
2021 | $ | 13,059 | ||
2022 | 12,018 | |||
2023 | 10,991 | |||
2024 | 9,821 | |||
2025 | 7,854 | |||
Thereafter | 20,381 | |||
|
| |||
$ | 74,124 | |||
|
|
Page 28
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
Supplemental information
Cash paid for amounts included in the measurement of lease liabilities:
September 30, 2019 | ||||||||
Three months ended | Six months ended | |||||||
Operating cash flows from operating leases | $ | 2,885 | $ | 4,867 | ||||
Operating cash flows from finance leases | 374 | 748 | ||||||
Financing cash flows from finance leases | 377 | 754 | ||||||
Right-of- use assets obtained in exchange for new lease liabilities: | ||||||||
Operating leases | $ | 13,370 | ||||||
Finance leases | — | |||||||
Weighted average remaining lease term (in years): | ||||||||
Operating leases | 7 | |||||||
Finance leases | 3 | |||||||
Weighted average discount rate: | ||||||||
Operating leases | 4.50 | % | ||||||
Finance leases | 4.50 | % |
28. | SEGMENTED INFORMATION |
(a) Reportable segments
The Company operates in two segments. 1) Cannabis operations, which encompasses the production, distribution and sale of both medical and recreational cannabis and 2) Canopy Rivers, through which the Company provides growth capital and strategic support in the global cannabis sector, where federally lawful. Financial information for Canopy Rivers is included in the table below, and in Note 20.
September 30, 2019 | March 31, 2019 | |||||||
Ownership interest | 28 | % | 28 | % | ||||
|
|
|
| |||||
Cash and cash equivalents | $ | 82,779 | $ | 104,145 | ||||
Prepaid expenses and other current assets | 5,399 | 15,490 | ||||||
Investments in associates | 66,052 | 64,606 | ||||||
Other financial assets | 167,505 | 181,572 | ||||||
Other long-term assets | 20,108 | 17,696 | ||||||
Deferred tax liability | (2,303 | ) | (6,641 | ) | ||||
Other liabilities | (2,807 | ) | (3,458 | ) | ||||
Non-controlling interests | (255,137 | ) | (280,012 | ) | ||||
|
|
|
| |||||
Equity attributable to Canopy Growth | $ | 81,596 | $ | 93,398 | ||||
|
|
|
|
(b) Entity-wide disclosures
All property, plant and equipment and intangible assets are located in Canada, except for $488,916 which is located outside of Canada at September 30, 2019 (March 31, 2019 – $350,125).
All revenues were generated in Canada during the three and six months ended September 30, 2019, except for $34,866 and $57,407 respectively, related to medical cannabis and cannabis related devices and merchandise generated outside of Canada (three and six months ended September 30, 2018 – $2,235 and $5,610, respectively).
Page 29
CANOPY GROWTH CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Expressed in CDN $000’s except share amounts)
For the three months ended September 30, 2019, no customer represented more than 10% of the Company’s revenue (three months ended September 30, 2018 – none).
For the six months ended September 30, 2019, one customer represented more than 10% of the Company’s revenue (six months ended September 30, 2018 – none).
29. | SUBSEQUENT EVENTS |
These financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s annual report on Form 10-K for the year ended March 31, 2020, which contain disclosures relating to subsequent events through June 1, 2020.
On June 25, 2020 the Company announced that it had entered into a proposal agreement (the “Proposal Agreement”) with Acreage to amend the terms of the arrangement (the “Existing Arrangement”) made pursuant to an arrangement agreement between the Company and Acreage dated April 18, 2019, as amended on May 15, 2019 (the “Arrangement Agreement”). Pursuant to the terms of the Proposal Agreement, the Existing Arrangement will be amended (the “Amended Arrangement”) to provide for, among other things, the following:
• | The creation of two new classes of shares in the capital of Acreage with each existing Acreage subordinated voting share (each, an “Existing Share”) being converted into 0.7 of a Fixed Share (as defined below) and 0.3 of a Floating Share (as defined below), with proportionate adjustments for the existing proportionate voting shares and existing multiple voting shares; |
• | The new subordinated voting shares (the “Fixed Shares”) will have the same attributes as the Existing Shares and will continue to be listed on the Canadian Securities Exchange (the “CSE”). The Fixed Shares will be subject to the terms of the existing call option in favour of Canopy Growth at an amended exchange ratio equal to 0.3048 of a common share of Canopy Growth to be received for each Fixed Share held (reduced from 0.5818 per Existing Share pursuant to the Existing Arrangement); |
• | The new floating shares (the “Floating Shares”), which Acreage will apply to have listed on the CSE, will be subject to the terms of a new call right in favour of Canopy Growth, exercisable following the occurrence or waiver of the Triggering Event at a price equal to the 30-day volume weighted average trading price of the Floating Shares on the CSE, subject to a minimum call price of US$6.41 per Floating Share, payable in either cash or Canopy Growth common shares at Canopy Growth’s option; |
• | Upon implementation of the Amended Arrangement, a cash payment to Acreage shareholders and certain convertible security holders in the aggregate amount of US$37,500; and |
• | An aggregate of up to 32,700,000 Fixed Shares and Floating Shares that Acreage is permitted to issue following the implementation of the Amended Arrangement. |
Following the occurrence or waiver (at the discretion of the Company) of the Triggering Event and subject to the satisfaction or waiver of the conditions set out in the Arrangement Agreement (as modified in connection with the Amended Arrangement), Canopy Growth will acquire all of the issued and outstanding Fixed Shares. At the time of the occurrence or waiver of the Triggering Event, Canopy Growth will also have the right, but not the obligation, to acquire all of the issued and outstanding Floating Shares. If the occurrence or waiver of the Triggering Event does not occur within 10 years from the date the Amended Arrangement is implemented, Canopy Growth’s rights to acquire both the Fixed Shares and the Floating Shares will terminate.
In connection with the Amended Agreement, Canopy Growth has agreed to loan a wholly-owned subsidiary of Acreage (“Acreage Hempco”) up to US$100,000 pursuant to a secured debenture, of which US$50,000 will be advanced upon the implementation of the Amended Arrangement, and the remaining US$50,000 will be subject to the satisfaction of certain conditions by Acreage Hempco. The secured debenture will bear interest at a rate of 6.1% per annum, and mature 10 years from the date the Amended Arrangement is implemented or such earlier date in accordance with the terms of the secured debenture.
Implementation of the Amended Arrangement is contingent upon obtaining the requisite prior approvals of the Acreage Shareholders, the Supreme Court of British Columbia and the CSE, and certain other closing conditions.
Page 30