United States securities and exchange commission logo
February 3, 2022
David Klein
Chief Executive Officer
Canopy Growth Corp
1 Hershey Drive
Smiths Falls, Ontario, Canada
Re: Canopy Growth Corp
Form 10-K for the
Fiscal Year ended March 31, 2021
Filed June 1, 2021
File No. 001-38496
Dear Mr. Klein:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended March 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part 4- Critical Accounting Policies and Estimates
Impairment of Indefinite Lived Intangible Assets and Goodwill, page 86
1. You state that you
changed the structure of your internal management reporting in the
fourth quarter of
fiscal 2021 and identified two operating and reportable segments. You
disclose that no
indication of impairment was noted for any of your reporting units, as the
estimated fair value of
each of your reporting units with goodwill exceeded their carrying
value. Please clarify
for us if any of the reporting units is at risk of failing the impairment
test, and if so, please
provide the following disclosures for the at risk reporting units in
future filings:
David Klein
Canopy Growth Corp
February 3, 2022
Page 2
The percentage by which fair value exceeded carrying value as
of the date of the most
recent test;
The amount of goodwill allocated to the reporting unit;
A description of the methods and key assumptions used and how
the key assumptions
were determined;
A discussion of the degree of uncertainty associated with the
key assumptions. The
discussion regarding uncertainty should provide specifics to the
extent possible (e.g.,
the valuation model assumes recovery from a business downturn
within a defined
period of time); and
A description of potential events and/or changes in
circumstances that could
reasonably be expected to negatively affect the key assumptions.
Note 17. Goodwill, page F-32
2. Please tell us your consideration of providing the required
disclosures for goodwill under
ASC 350-20-50-1 in total and for each reportable segment.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Li Xiao at 202-551-4391 or Mary Mast at 202-551-3613
with any
questions.
FirstName LastNameDavid Klein Sincerely,
Comapany NameCanopy Growth Corp
Division of
Corporation Finance
February 3, 2022 Page 2 Office of Life
Sciences
FirstName LastName