CGC 8-K
Canopy Growth Corp (CGC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On June 15, 2026, Canopy Growth Corporation (the “Company”) issued a press release announcing its financial results for its fiscal fourth quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in Item 2.02 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1* |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CANOPY GROWTH CORPORATION |
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Date: June 15, 2026 |
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By: |
/s/ Thomas Stewart |
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Thomas Stewart |
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Chief Financial Officer |
Exhibit 99.1
Canopy Growth Reports Fourth Quarter and Fiscal Year 2026 Financial Results;
Delivers Q4 FY2026 Net Revenue Growth of 27% in Canada Medical
and 68% in International Markets Cannabis
Full-year 2026 growth driven by net revenue increases of 20% in Canada adult-use cannabis and 18% in Canada medical
Completed acquisition of MTL Cannabis, positioning Canopy Growth as Canada’s leading medical cannabis company by revenue
Ended the fiscal year with $131.3M of net cash following strategic recapitalization completed in January 2026
Strategic decisions and financial discipline in FY2026 establish a foundation for acceleration and growth
SMITHS FALLS, ON, June 15, 2026 - Canopy Growth Corporation ("Canopy Growth" or the "Company") (TSX: WEED) (Nasdaq: CGC) today announced its financial results for the three months ended March 31, 2026 ("Q4 FY2026") and the fiscal year ended March 31, 2026 ("FY2026"). All financial information in this press release is reported in Canadian dollars, unless otherwise indicated.
“In fiscal 2026, we reset the business, laid a disciplined foundation, and made deliberate investments, including acquiring MTL Cannabis, that will drive the next phase of growth. We modernized our approach to innovation, and our business structure was optimized around a clear strategy. Looking ahead, the opportunity in front of us is significant. As the leading medical cannabis business in Canada by revenue, we are well positioned to extend that leadership into Europe – a market we believe represents enormous long-term opportunity and one where our brands, products and relentless execution give us a real competitive edge. We enter fiscal 2027 with momentum, clarity, and a team that has proven it can execute.”
Luc Mongeau, Chief Executive Officer
“The significant strengthening of our balance sheet during fiscal 2026 reduces risk while expanding our strategic flexibility. We took meaningful steps to reduce costs and focus resources where they can drive the best returns, and these efforts are starting to be reflected in our financial results. We are confident we have the right strategy and financial model in place to achieve our goal of delivering positive Adjusted EBITDA during fiscal 2027.”
Tom Stewart, Chief Financial Officer
Fourth Quarter FY2026 and FY2026 Financial Highlights
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- 1
Fiscal 2026 Highlights
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1 Adjusted gross margin is a non-GAAP measure. See "Non-GAAP Measures" and Schedules 5 and 6 for a reconciliation of adjusted gross margin on a consolidated basis and by segment.
2 Adjusted EBITDA is a non-GAAP measure. See "Non-GAAP Measures" and Schedule 7 for a reconciliation of net loss from continuing operations to adjusted EBITDA.
3 Free cash flow is a non-GAAP measure. See "Non-GAAP Measures" and Schedule 8 for a reconciliation of free cash flow - continuing operations.
FY2027 Outlook
The Company expects successful execution of its strategic priorities to drive net revenue growth across the business in the fiscal year ended March 31, 2027 ("FY2027"). Implementation of strengthened cultivation practices is projected to contribute to meaningful improvements in gross margin. Ongoing cost discipline, as well as a full year of the efficiencies implemented during FY2026, are expected to lead to reduced operating expense.
As a result, the Company expects to reach positive adjusted EBITDA2 during FY2027. With MTL Cannabis integration activities ongoing in the first half of 2027, the year-over-year improvements are expected to be more pronounced in the second half of the fiscal year.
Webcast and Conference Call Information
The Company will host a conference call and audio webcast with Luc Mongeau, CEO and Tom Stewart, CFO at 10:00 AM Eastern Time on June 15, 2026.
Webcast Information
A live audio webcast will be available at:
https://onlinexperiences.com/Launch/QReg/ShowUUID=A7EE0D0C-0666-4DFD-8731-2283EDBF8C3B
Replay Information
A replay will be accessible by webcast until 11:59 PM ET on September 13, 2026 at the same URL.
Non-GAAP Measures
Adjusted EBITDA is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Management believes Adjusted EBITDA is a useful measure for investors because it provides meaningful and useful financial information, as this measure demonstrates the operating performance of businesses. Adjusted EBITDA is calculated as the reported net income (loss), adjusted to exclude income tax recovery (expense); other income (expense), net; loss on equity method investments; share-based compensation expense; depreciation and amortization expense; asset impairment and restructuring costs; acquisition-related restructuring and other inventory write-downs; and charges related to the flow-through of inventory step-up on business combinations, and further adjusted to remove acquisition, divestiture, and other costs. Asset impairments related to periodic changes to the Company’s supply chain processes are not excluded from Adjusted EBITDA given their occurrence through the normal course of core operational activities. Accordingly, management believes that Adjusted EBITDA provides meaningful and useful financial information as this measure demonstrates the operating performance of businesses. The Adjusted EBITDA reconciliation is presented within this press release and explained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Form 10-K”) to be filed with the Securities and Exchange Commission (“SEC”).
Free cash flow is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Management believes that free cash flow presents meaningful information regarding the amount of cash flow required to maintain and organically expand the Company’s business, and that the free cash flow measure provides meaningful information regarding the Company’s liquidity requirements. This measure is calculated as net cash provided by (used in) operating activities less purchases of and deposits on property, plant and equipment. The free cash flow reconciliation is presented within this press release and explained in the Form 10-K.
Adjusted gross margin and adjusted gross margin percentage are non-GAAP measures used by management that are not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Management believes that adjusted gross margin and adjusted gross margin percentage present meaningful and useful financial information as these measures provide insights into the gross margin performance of the business. Adjusted gross margin is calculated as gross margin excluding acquisition related restructuring and other inventory write-downs, and charges related to the flow-through of inventory step-up on business combinations. Adjusted gross margin percentage is calculated as adjusted gross margin divided by net revenue. The adjusted gross margin and adjusted gross margin percentage reconciliation is presented within this news release.
Contact
Media Contact: [email protected]
Investor Contact: [email protected]
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About Canopy Growth
Canopy Growth is a world-leading cannabis company dedicated to unleashing the power of cannabis to improve lives. Its portfolio of owned and licensed brands including Tweed, 7ACRES, DOJA, Deep Space, DeeLish, Claybourne, MTL Cannabis, Low Key by MTL and R’belle, as well as category defining Storz & Bickel, delivers innovative products to consumers across Canada and beyond.
Canopy Growth is Canada’s leading provider of medical cannabis services through Canada House Clinics and serves patients online via Abba Medix. The Company also holds unconsolidated, non-controlling interest in Canopy USA, LLC ("Canopy USA"), which provides exposure to the U.S. THC market.
Committed to quality, responsible use, and community, Canopy Growth is shaping a future where cannabis is embraced for its potential to enhance well-being.
For more information visit www.canopygrowth.com.
Notice Regarding Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of applicable securities laws, which involve certain known and unknown risks and uncertainties. To the extent any forward-looking statements in this press release constitutes “financial outlooks” within the meaning of applicable Canadian securities laws, the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “strategy,” “estimate,” “expect,” “project,” “projections,” “forecasts,” “plans,” “seeks,” “anticipates,” “potential,” “proposed,” “will,” “should,” “could,” “would,” “may,” “likely,” “designed to,” “foreseeable future,” “believe,” “scheduled” and other similar expressions. Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
Forward-looking statements include, but are not limited to, statements with respect to:
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Certain of the forward-looking statements contained herein concerning the industries in which we conduct our business are based on estimates prepared by us using data from publicly available governmental sources, market research, industry analysis and on assumptions based on data and knowledge of these industries, which we believe to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. The industries in which we conduct our business involve risks and uncertainties that are subject to change based on various factors, which are described further below.
The forward-looking statements contained herein are based upon certain material assumptions , including: (i) management’s perceptions of historical trends, current conditions and expected future developments; (ii) our ability to generate cash flow from operations; (iii) general economic, financial market, regulatory and political conditions in which we operate; (iv) the production and manufacturing capabilities and output from our facilities, strategic alliances and equity investments; (v) consumer interest in our products; (vi) competition; (vii) anticipated and unanticipated costs; (viii) government regulation of our activities and products including but not limited to the areas of taxation and environmental protection; (ix) the timely receipt of any required regulatory authorizations, approvals, consents, permits and/or licenses; (x) our ability to obtain qualified staff, equipment and services in a timely and cost-efficient manner; (xi) our ability to conduct operations in a safe, efficient and effective manner; (xii) our ability to realize anticipated benefits, synergies or generate revenue, profits or value from our recent acquisitions into our existing operations; and (xiii) other considerations that management believes to be appropriate in the circumstances. While our management considers these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct. Financial outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to various risks as set out herein. Our actual financial position and results of operations may differ materially from management’s current expectations.
By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking statements in this press release and other reports we file with, or furnish to, the SEC and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf. Such factors include, without limitation, risks related to our ability to remediate the material weakness identified in our internal control over financial reporting as of March 31, 2026, or inability to otherwise maintain an effective system of internal control; the risk that the restatement of certain of our prior financial statements could negatively affect investor confidence and raise reputation risks; our limited operating history; risks that we may be required to write down intangible assets, including goodwill, due to impairment; the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan (either within the expected timeframe or at all); the diversion of management time on matters related to Canopy USA; the risks that the Trust’s future ownership interest in Canopy USA is not quantifiable, and the Trust may have significant ownership and influence over Canopy USA; the risks in the event that Acreage Holdings, Inc. and Wana cannot satisfy their debt obligations as they become due; volatility in and/or degradation of general economic, market, industry or business conditions; risks relating to the overall macroeconomic environment, which may impact customer spending, our costs and our margins, including tariffs (and related retaliatory measures), the levels of inflation, interest rates and trade policy; risks relating to the evolving regulatory landscape in the United States; risks relating to our current and future operations in emerging markets; compliance with applicable environmental, economic, health and safety, energy and other policies and regulations and in particular health concerns with respect to vaping and the use of cannabis products in vaping devices; risks and uncertainty regarding future product development; changes in regulatory requirements in relation to our business and products; our reliance on licenses issued by and contractual arrangements with various federal, state and provincial governmental authorities; inherent uncertainty associated with projections; future levels of revenues and the impact of increasing levels of competition; third-party manufacturing risks; third-party transportation risks; our exposure to risks related to an agricultural business, including wholesale price volatility and variable product quality; changes in laws, regulations and guidelines and our compliance with such laws, regulations and guidelines; risks relating to inventory write downs; risks relating to our ability to refinance debt as and when required on terms favorable to us and to comply with covenants contained in our debt facilities and debt instruments; risks associated with jointly owned investments; our ability to manage disruptions in credit markets or changes to our credit ratings; the success or timing of completion of ongoing or anticipated capital or maintenance projects; risks related to the integration of acquired businesses; the timing and manner of the legalization of cannabis in the United States; business strategies, growth opportunities and expected investment; counterparty risks and liquidity risks that may impact our ability to obtain loans and other credit facilities on favorable terms; the potential effects of judicial, regulatory or other proceedings, litigation or threatened litigation or proceedings, or reviews or investigations, on our business, financial condition, results of operations and cash flows; risks associated with divestment and restructuring; the anticipated effects of actions of third parties such as competitors, activist investors or federal, state, provincial, territorial or local regulatory authorities, self-regulatory organizations, plaintiffs in litigation or persons threatening litigation; consumer demand for cannabis products; the implementation and effectiveness of key personnel changes; risks related to stock exchange restrictions; risks related to the protection and enforcement of our intellectual property rights; the risks related to our exchangeable shares (the “Exchangeable Shares”) having different rights from Canopy Shares and there may never be a trading market for the Exchangeable Shares; future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses; risks related to finalization of the consideration payable by us for the acquisition by Canopy USA of the remaining interests in Jetty; and the factors discussed under the heading “Risk Factors” in the Form 10-K. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.
Forward-looking statements are provided for the purposes of assisting the reader in understanding our financial performance, financial position and cash flows as of and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned that the forward-looking statements may not be appropriate for any other purpose. While we believe that the
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assumptions and expectations reflected in the forward-looking statements are reasonable based on information currently available to management, there is no assurance that such assumptions and expectations will prove to have been correct. Forward-looking statements are made as of the date they are made and are based on the beliefs, estimates, expectations and opinions of management on that date. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking statements, except as required by law. The forward-looking statements contained in this press release and other reports we file with, or furnish to, the SEC and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf are expressly qualified in their entirety by these cautionary statements.
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Schedule 1
CANOPY GROWTH CORPORATION |
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March 31, |
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March 31, |
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(As Restated) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
364,683 |
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$ |
113,811 |
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Short-term investments |
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- |
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17,656 |
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Restricted short-term investments |
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5,046 |
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6,410 |
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Amounts receivable, net |
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36,289 |
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52,780 |
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Inventory |
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110,513 |
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96,373 |
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Prepaid expenses and other assets |
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12,935 |
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7,544 |
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Total current assets |
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529,466 |
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294,574 |
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Other investments |
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108,010 |
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179,977 |
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Property, plant and equipment |
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316,494 |
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293,523 |
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Intangible assets |
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92,411 |
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87,200 |
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Goodwill |
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55,685 |
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46,042 |
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Other assets |
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16,666 |
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16,385 |
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Total assets |
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$ |
1,118,732 |
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$ |
917,701 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
34,817 |
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$ |
26,099 |
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Other accrued expenses and liabilities |
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42,999 |
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38,613 |
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Current portion of long-term debt |
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16,237 |
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4,258 |
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Warrant derivative liability |
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27,522 |
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8,647 |
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Other liabilities |
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36,868 |
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25,434 |
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Total current liabilities |
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158,443 |
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103,051 |
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Long-term debt |
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217,123 |
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299,811 |
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Deferred income tax liabilities |
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8,199 |
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- |
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Other liabilities |
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37,373 |
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36,273 |
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Total liabilities |
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421,138 |
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439,135 |
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Commitments and contingencies |
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Canopy Growth Corporation shareholders’ equity: |
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Share capital |
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9,233,577 |
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8,782,405 |
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Additional paid-in capital |
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2,591,714 |
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2,570,945 |
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Accumulated other comprehensive income |
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10,530 |
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535 |
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Deficit |
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(11,138,227 |
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(10,875,319 |
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Total shareholders’ equity |
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697,594 |
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478,566 |
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Total liabilities and shareholders’ equity |
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$ |
1,118,732 |
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$ |
917,701 |
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Schedule 2
CANOPY GROWTH CORPORATION |
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Three months ended March 31, |
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Years ended March 31, |
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2026 |
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2025 |
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2026 |
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2025 |
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(As Restated) |
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(As Restated) |
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Revenue |
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$ |
84,690 |
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$ |
77,984 |
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$ |
346,827 |
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$ |
313,969 |
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Excise taxes |
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13,445 |
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12,953 |
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62,224 |
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44,974 |
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Net revenue |
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71,245 |
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65,031 |
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284,603 |
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268,995 |
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Cost of goods sold |
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62,984 |
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54,487 |
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214,933 |
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189,484 |
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Gross margin |
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8,261 |
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10,544 |
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69,670 |
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79,511 |
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Operating expenses |
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Selling, general and administrative expenses |
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41,143 |
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38,452 |
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159,984 |
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169,626 |
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Share-based compensation |
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1,468 |
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(18,736 |
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4,266 |
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(4,205 |
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Loss on asset impairment and restructuring |
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61,441 |
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9,098 |
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67,079 |
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31,233 |
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Total operating expenses |
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104,052 |
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28,814 |
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231,329 |
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196,654 |
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Operating loss from continuing operations |
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(95,791 |
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(18,270 |
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(161,659 |
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(117,143 |
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Other income (expense), net |
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(59,783 |
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(178,071 |
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(101,226 |
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(390,617 |
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Loss from continuing operations before income taxes |
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(155,574 |
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(196,341 |
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(262,885 |
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(507,760 |
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Income tax (recovery) expense |
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850 |
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(329 |
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(23 |
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(7,141 |
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Net loss from continuing operations |
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(154,724 |
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(196,670 |
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(262,908 |
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(514,901 |
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Discontinued operations, net of income tax |
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- |
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713 |
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- |
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6,023 |
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Net loss attributable to Canopy Growth Corporation |
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$ |
(154,724 |
) |
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$ |
(195,957 |
) |
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$ |
(262,908 |
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$ |
(508,878 |
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Basic and diluted loss per share |
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Continuing operations |
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$ |
(0.40 |
) |
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$ |
(1.27 |
) |
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$ |
(0.88 |
) |
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$ |
(4.79 |
) |
Discontinued operations |
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- |
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- |
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- |
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0.06 |
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Basic and diluted loss per share |
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$ |
(0.40 |
) |
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$ |
(1.27 |
) |
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$ |
(0.88 |
) |
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$ |
(4.73 |
) |
Basic and diluted weighted average common shares |
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384,988,024 |
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154,551,440 |
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298,043,044 |
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107,553,729 |
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Schedule 3
CANOPY GROWTH CORPORATION |
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Years ended March 31, |
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2026 |
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2025 |
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(As Restated) |
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Cash flows from operating activities: |
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Net loss |
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$ |
(262,908 |
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$ |
(508,878 |
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Gain (loss) from discontinued operations, net of income tax |
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- |
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6,023 |
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Net loss from continuing operations |
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(262,908 |
) |
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(514,901 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation of property, plant and equipment |
|
|
19,026 |
|
|
|
21,522 |
|
Amortization of intangible assets |
|
|
17,447 |
|
|
|
21,596 |
|
Share-based compensation |
|
|
4,266 |
|
|
|
(4,205 |
) |
Loss on asset impairment and restructuring |
|
|
58,055 |
|
|
|
20,285 |
|
Income tax expense |
|
|
23 |
|
|
|
7,141 |
|
Non-cash fair value adjustments and charges related to |
|
|
72,907 |
|
|
|
324,175 |
|
Change in operating assets and liabilities, net of effects from |
|
|
|
|
|
|
||
Amounts receivable |
|
|
25,685 |
|
|
|
(4,485 |
) |
Inventory |
|
|
3,710 |
|
|
|
(17,715 |
) |
Prepaid expenses and other assets |
|
|
(4,367 |
) |
|
|
5,719 |
|
Accounts payable and accrued liabilities |
|
|
(4,353 |
) |
|
|
(15,484 |
) |
Other, including non-cash foreign currency |
|
|
6,703 |
|
|
|
(9,398 |
) |
Net cash used in operating activities |
|
|
(63,806 |
) |
|
|
(165,750 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of and deposits on property, plant and equipment |
|
|
(5,333 |
) |
|
|
(10,813 |
) |
Purchases of intangible assets |
|
|
(620 |
) |
|
|
(467 |
) |
Proceeds on sale of property, plant and equipment |
|
|
5 |
|
|
|
4,932 |
|
Redemption of short-term investments |
|
|
19,001 |
|
|
|
16,428 |
|
Net cash outflow on sale or deconsolidation of subsidiaries |
|
|
- |
|
|
|
(6,968 |
) |
Net cash outflow on acquisition of subsidiaries |
|
|
(41,536 |
) |
|
|
- |
|
Net cash inflow on loan receivable |
|
|
153 |
|
|
|
30,308 |
|
Investment in other financial assets |
|
|
- |
|
|
|
(95,335 |
) |
Other investing activities |
|
|
6,981 |
|
|
|
- |
|
Net cash provided by (used in) investing activities - continuing operations |
|
|
(21,349 |
) |
|
|
(61,915 |
) |
Net cash provided by investing activities - discontinued operations |
|
|
- |
|
|
|
14,127 |
|
Net cash provided by (used in) investing activities |
|
|
(21,349 |
) |
|
|
(47,788 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from issuance of common shares and warrants |
|
|
374,171 |
|
|
|
385,391 |
|
Proceeds from exercise of stock options |
|
|
- |
|
|
|
112 |
|
Proceeds from exercise of warrants |
|
|
- |
|
|
|
8,454 |
|
Issuance of long-term debt and convertible debentures |
|
|
207,990 |
|
|
|
68,255 |
|
Repayment of long-term debt |
|
|
(221,508 |
) |
|
|
(289,031 |
) |
Debt issuance and extinguishment costs |
|
|
(11,039 |
) |
|
|
(791 |
) |
Other financing activities |
|
|
(17,205 |
) |
|
|
(23,730 |
) |
Net cash provided by (used in) financing activities |
|
|
332,409 |
|
|
|
148,660 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
3,618 |
|
|
|
8,389 |
|
Net increase/(decrease) in cash and cash equivalents |
|
|
250,872 |
|
|
|
(56,489 |
) |
Cash and cash equivalents, beginning of period |
|
|
113,811 |
|
|
|
170,300 |
|
Cash and cash equivalents, end of period |
|
$ |
364,683 |
|
|
$ |
113,811 |
|
|
|
|
Schedule 4 - Segment Net Revenue
Net Revenue |
|
Three months ended March 31, |
|
|
|
|
|
|
|
|||||||
(in thousands of Canadian dollars) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Cannabis |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canadian adult-use cannabis1 |
|
$ |
20,584 |
|
|
$ |
20,404 |
|
|
$ |
180 |
|
|
|
1 |
% |
Canadian medical cannabis2 |
|
|
25,280 |
|
|
|
19,973 |
|
|
|
5,307 |
|
|
|
27 |
% |
International markets cannabis3 |
|
|
8,599 |
|
|
|
5,131 |
|
|
|
3,468 |
|
|
|
68 |
% |
|
|
$ |
54,463 |
|
|
$ |
45,508 |
|
|
$ |
8,955 |
|
|
|
20 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Storz & Bickel |
|
$ |
16,782 |
|
|
$ |
19,523 |
|
|
$ |
(2,741 |
) |
|
|
(14 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue |
|
$ |
71,245 |
|
|
$ |
65,031 |
|
|
$ |
6,214 |
|
|
|
10 |
% |
1 Includes excise taxes of $10,616 and other revenue adjustments, representing our determination of returns and pricing adjustments, of $2,675 for the three months ended March 31, 2026 (three months ended March 31, 2025 - excise taxes of $10,687 and other revenue adjustments of $742). |
|
|||||||||||||||
2 Includes excise taxes of $2,829 for the three months ended March 31, 2026 (three months ended March 31, 2025 - $2,266). |
|
|||||||||||||||
3 Reflects other revenue adjustments of -$70 for the three months ended March 31, 2026 (three months ended March 31, 2025 - $50). |
|
|||||||||||||||
Net Revenue |
|
Year ended March 31, |
|
|
|
|
|
|
|
|||||||
(in thousands of Canadian dollars) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Cannabis |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canadian adult-use cannabis1 |
|
$ |
94,472 |
|
|
$ |
78,828 |
|
|
$ |
15,644 |
|
|
|
20 |
% |
Canadian medical cannabis2 |
|
|
90,818 |
|
|
|
77,032 |
|
|
|
13,786 |
|
|
|
18 |
% |
International markets cannabis3 |
|
|
28,654 |
|
|
|
30,866 |
|
|
|
(2,212 |
) |
|
|
(7 |
%) |
|
|
$ |
213,944 |
|
|
$ |
186,726 |
|
|
$ |
27,218 |
|
|
|
15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Storz & Bickel |
|
$ |
70,659 |
|
|
$ |
82,269 |
|
|
$ |
(11,610 |
) |
|
|
(14 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue |
|
$ |
284,603 |
|
|
$ |
268,995 |
|
|
$ |
15,608 |
|
|
|
6 |
% |
1 Reflects excise taxes of $51,856 and other revenue adjustments, representing our determination of returns and pricing adjustments, of $3,885 for the year ended March 31, 2026 (year ended March 31, 2025 - excise taxes of $36,442 and other revenue adjustments of $4,166). |
|
|||||||||||||||
2 Reflects excise taxes of $10,368 for the year ended March 31, 2026 (year ended March 31, 2025 - $8,532). |
|
|||||||||||||||
3 Reflects other revenue adjustments of $1,222 for the year ended March 31, 2026 (year ended March 31, 2025 - $100). |
|
|||||||||||||||
|
|
|
Schedule 5 - Consolidated Gross Margin and Adjusted Gross Margin
|
|
Three months ended March 31, |
|
|||||
(in thousands of Canadian dollars except where indicated; unaudited) |
|
2026 |
|
|
2025 |
|
||
Net revenue |
|
$ |
71,245 |
|
|
$ |
65,031 |
|
Gross margin, as reported |
|
|
8,261 |
|
|
|
10,544 |
|
Gross margin percentage, as reported |
|
|
12 |
% |
|
|
16 |
% |
Adjustments to gross margin: |
|
|
|
|
|
|
||
Acquisition related restructuring and other inventory write-downs |
|
|
9,878 |
|
|
|
1,991 |
|
Charges related to the flow-through of inventory step-up on |
|
|
849 |
|
|
|
- |
|
Adjusted gross margin1 |
|
$ |
18,988 |
|
|
$ |
12,535 |
|
Adjusted gross margin percentage1 |
|
|
27 |
% |
|
|
19 |
% |
1 Adjusted gross margin and adjusted gross margin percentage are non-GAAP measures. See "Non-GAAP Measures". |
|
|||||||
|
|
Years ended March 31, |
|
|||||
(in thousands of Canadian dollars except where indicated; unaudited) |
|
2026 |
|
|
2025 |
|
||
Net revenue |
|
$ |
284,603 |
|
|
$ |
268,995 |
|
Gross margin, as reported |
|
|
69,670 |
|
|
|
79,511 |
|
Gross margin percentage, as reported |
|
|
24 |
% |
|
|
30 |
% |
Adjustments to gross margin: |
|
|
|
|
|
|
||
Acquisition related restructuring and other inventory write-downs |
|
|
9,878 |
|
|
|
1,991 |
|
Charges related to the flow-through of inventory step-up on |
|
|
849 |
|
|
|
- |
|
Adjusted gross margin1 |
|
$ |
80,397 |
|
|
$ |
81,502 |
|
Adjusted gross margin percentage1 |
|
|
28 |
% |
|
|
30 |
% |
1 Adjusted gross margin and adjusted gross margin percentage are non-GAAP measures. See "Non-GAAP Measures". |
|
|||||||
|
|
|
Schedule 6 - Gross Margin and Adjusted Gross Margin by Segment
|
|
Three months ended March 31, |
|
|||||
(in thousands of Canadian dollars except where indicated; unaudited) |
2026 |
|
|
2025 |
|
|||
Cannabis segment |
|
|
|
|
|
|
||
Net revenue |
|
$ |
54,463 |
|
|
$ |
45,508 |
|
Gross margin, as reported |
|
|
3,652 |
|
|
|
3,467 |
|
Gross margin percentage, as reported |
|
|
7 |
% |
|
|
8 |
% |
Adjustments to gross margin: |
|
|
|
|
|
|
||
Acquisition related restructuring and other inventory write-downs |
|
|
9,878 |
|
|
|
1,991 |
|
Charges related to the flow-through of inventory step-up on |
|
|
849 |
|
|
|
- |
|
Adjusted gross margin1 |
|
$ |
14,379 |
|
|
$ |
5,458 |
|
Adjusted gross margin percentage1 |
|
|
26 |
% |
|
|
12 |
% |
|
|
|
|
|
|
|
||
Storz & Bickel segment |
|
|
|
|
|
|
||
Revenue |
|
$ |
16,782 |
|
|
$ |
19,523 |
|
Gross margin, as reported |
|
|
4,609 |
|
|
|
7,077 |
|
Gross margin percentage, as reported |
|
|
27 |
% |
|
|
36 |
% |
1 Adjusted gross margin and adjusted gross margin percentage are non-GAAP measures. See "Non-GAAP Measures". |
|
|||||||
|
|
Year ended March 31, |
|
|||||
(in thousands of Canadian dollars except where indicated; unaudited) |
2026 |
|
|
2025 |
|
|||
Cannabis segment |
|
|
|
|
|
|
||
Net revenue |
|
$ |
213,944 |
|
|
$ |
186,726 |
|
Gross margin, as reported |
|
|
46,092 |
|
|
|
48,995 |
|
Gross margin percentage, as reported |
|
|
22 |
% |
|
|
26 |
% |
Adjustments to gross margin: |
|
|
|
|
|
|
||
Acquisition related restructuring and other inventory write-downs |
|
|
9,878 |
|
|
|
1,991 |
|
Charges related to the flow-through of inventory step-up on |
|
|
849 |
|
|
|
- |
|
Adjusted gross margin1 |
|
$ |
56,819 |
|
|
$ |
50,986 |
|
Adjusted gross margin percentage1 |
|
|
27 |
% |
|
|
27 |
% |
|
|
|
|
|
|
|
||
Storz & Bickel segment |
|
|
|
|
|
|
||
Revenue |
|
$ |
70,659 |
|
|
$ |
82,269 |
|
Gross margin, as reported |
|
|
23,578 |
|
|
|
30,516 |
|
Gross margin percentage, as reported |
|
|
33 |
% |
|
|
37 |
% |
1 Adjusted gross margin and adjusted gross margin percentage are non-GAAP measures. See "Non-GAAP Measures". |
|
|||||||
|
|
|
Schedule 7 - Adjusted EBITDA
|
|
Three months ended March 31, |
|
|||||
(in thousands of Canadian dollars, unaudited) |
|
2026 |
|
|
2025 |
|
||
|
|
|
|
|
(As Restated) |
|
||
Net loss from continuing operations |
|
$ |
(154,724 |
) |
|
$ |
(196,670 |
) |
Income tax expense |
|
|
(850 |
) |
|
|
329 |
|
Other (income) expense, net |
|
|
59,783 |
|
|
|
178,071 |
|
Share-based compensation |
|
|
1,468 |
|
|
|
(18,736 |
) |
Acquisition, divestiture, and other costs1 |
|
|
7,168 |
|
|
|
5,202 |
|
Depreciation and amortization |
|
|
8,653 |
|
|
|
11,467 |
|
Loss on asset impairment and restructuring |
|
|
61,441 |
|
|
|
9,098 |
|
Acquisition related restructuring and other |
|
|
9,878 |
|
|
|
1,991 |
|
Charges related to the flow-through of inventory |
|
|
849 |
|
|
|
- |
|
Adjusted EBITDA2 |
|
$ |
(6,334 |
) |
|
$ |
(9,248 |
) |
1 Acquisition, divestiture, and other costs include discrete transaction and litigation costs. |
|
|||||||
2 Adjusted EBITDA is a non-GAAP measure. See "Non-GAAP Measures". |
|
|||||||
|
|
Years ended March 31, |
|
|||||
(in thousands of Canadian dollars, unaudited) |
|
2026 |
|
|
2025 |
|
||
|
|
|
|
|
(As Restated) |
|
||
Net loss from continuing operations |
|
$ |
(262,908 |
) |
|
$ |
(514,901 |
) |
Income tax expense |
|
|
23 |
|
|
|
7,141 |
|
Other (income) expense, net |
|
|
101,226 |
|
|
|
390,617 |
|
Share-based compensation |
|
|
4,266 |
|
|
|
(4,205 |
) |
Acquisition, divestiture, and other costs1 |
|
|
22,944 |
|
|
|
21,502 |
|
Depreciation and amortization |
|
|
36,473 |
|
|
|
43,118 |
|
Loss on asset impairment and restructuring |
|
|
67,079 |
|
|
|
31,233 |
|
Acquisition related restructuring and other |
|
|
9,878 |
|
|
|
1,991 |
|
Charges related to the flow-through of inventory |
|
|
849 |
|
|
|
- |
|
Adjusted EBITDA2 |
|
$ |
(20,170 |
) |
|
$ |
(23,504 |
) |
1 Acquisition, divestiture, and other costs include discrete transaction and litigation costs. |
|
|||||||
2 Adjusted EBITDA is a non-GAAP measure. See "Non-GAAP Measures". |
|
|||||||
|
|
|
|
|
|
|
||
|
|
|
Schedule 8 - Free Cash Flow
Free Cash Flow1 Reconciliation (Non-GAAP Measure) |
|
|
|
|
|
|
||
|
|
Three months ended March 31, |
|
|||||
(in thousands of Canadian dollars, unaudited) |
|
2026 |
|
|
2025 |
|
||
Net cash used in operating activities - continuing operations |
|
$ |
(18,254 |
) |
|
$ |
(33,152 |
) |
Purchases of and deposits on property, plant and equipment |
|
|
(1,000 |
) |
|
|
(3,089 |
) |
Free cash flow1 - continuing operations |
|
$ |
(19,254 |
) |
|
$ |
(36,241 |
) |
1 Free cash flow is a non-GAAP measure. See "Non-GAAP Measures". |
|
|||||||
Free Cash Flow1 Reconciliation (Non-GAAP Measure) |
|
|
|
|
|
|
||
|
|
Year ended March 31, |
|
|||||
(in thousands of Canadian dollars, unaudited) |
|
2026 |
|
|
2025 |
|
||
Net cash used in operating activities - continuing operations |
|
$ |
(63,806 |
) |
|
$ |
(165,750 |
) |
Purchases of and deposits on property, plant and equipment |
|
|
(5,333 |
) |
|
|
(10,813 |
) |
Free cash flow1 - continuing operations |
|
$ |
(69,139 |
) |
|
$ |
(176,563 |
) |
1 Free cash flow is a non-GAAP measure. See "Non-GAAP Measures". |
|
|||||||
|
|
|