Operator
Operator
Good morning, and welcome to Canopy Rivers Financial Results Conference Call for the Quarter Ended December 31, 2021. I am joined this morning by Narbe Alexandrian, President and Chief Executive Officer; Eddie Lucarelli, Chief Financial Officer; and Matt Bundy, Chief Strategy Officer and General Counsel. Mr. Alexandrian and Mr. Lucarelli will make some formal remarks, following which, we'll conduct a question-and-answer session. [Operator Instructions] This call is being recorded on February 10, 2021. For your convenience, the press release, MD&A and condensed interim consolidated financial statements for the 3 and 9 months ended December 31, 2021, are available on the Investors section of Canopy Rivers website at www.canopyrivers.com as well as on SEDAR. Before we start, please note that remarks on this conference may contain forward-looking information within the meaning of applicable securities laws about Canopy Rivers and its investees' current and future plans, expectations, intentions, financial results, levels of activity, performance, goals or achievements or any other future events, trends or developments. To the extent any forward-looking information contained in the remarks constitute financial outlooks, this information may not be appropriate for any other purpose, and you should not place undue reliance on such financial outlooks. Forward-looking statements are made as of the date hereof based on information currently available to management and on estimates and assumptions made based on factors that management believes are appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct. Many factors could cause actual results to differ materially from those expressed or implied by forward-looking statements. Financial outlooks are also based on assumptions and subject to various risks and the company's actual financial position and results of operation may differ materially from management's current expectations. As a result, Canopy Rivers cannot guarantee that any forward-looking statements will materialize, and you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking information is made as of the date given. And except as may be required by law, Canopy Rivers undertakes no obligation to update or revise any forward-looking statement whether as a result of new information, future events or otherwise. For additional information on these assumptions and risks, please consult the cautionary statement regarding forward-looking information contained in the company's financial results press release dated Wednesday, February 10, 2021, and the risk factors in the MD&A and the company's annual information form dated June 2, 2020. Please note, Canopy Rivers reports in Canadian dollars. All dollar amounts expressed today, unless otherwise stated, are in Canadian currency. I would now like to turn the conference over to Narbe. Please go ahead. Narbé Alexandrian: Good morning, everyone. Thank you for joining us today and for your interest in Canopy Rivers. This morning, we reported our financial results for the quarter ended December 31, 2020. I would like to begin today's call by highlighting our recently announced transaction with Canopy Growth. Eddie will then walk through the financials before we conclude today's call, and I will end the call with in Corporate and portfolio updates from the previous quarter. Matt Mundy, Canopy Rivers' Chief Strategy Officer and General Counsel will also join us for today's question-and-answer period. I want to start by highlighting the transformational transaction we announced in December. This transaction, pending shareholder approval at next week's special meeting, represents the most significant milestone achieved by Canopy Rivers today. Under the terms of the transaction, we will sell our positions in TerrAscend, TerrAscend Canada, Vert Mirabel and Tweed Tree Lot to Canopy Growth. In exchange, we will receive $115 million in cash, 3.75 million common shares in Canopy Growth valued at $233.8 million as of yesterday's close and the cancellation of Canopy Growth's multiple and subordinate voting shares in Canopy Rivers, collapsing our dual share structure and buying back our shares on a highly accretive basis. We believe that this is tremendous news for our shareholders. As of signing, these returns represent a 5.6x return on our investments in TerrAscend, which we invested $25.5 million in; Tweed Tree Lot, which we invested $13.5 million in; and Vert Mirabel, which we invested $15 million in. A testament to our investment thesis in these companies. It is also important to note that these investments were among the most difficult in our portfolio to monetize. Our tariffs and investments, while growing rapidly over the past year, were uniquely structured with limited opportunities for liquidity. While momentum continues in the U.S. Federal legalization will take time to draft, pass and implement and given our limited opportunities for liquidity, we believe that this was the best time to exit our investment in TerrAscend to provide value for shareholders. Vert Mirabel also presented liquidity challenges, as it is controlled by Canopy Growth and has no exit event in its horizon. Lastly, we made the decision to sell our royalty interest in Tweed Tree Lot as well. Production has recently seized at this location, and the asset was not going to grow from its current value. We believe that monetizing these investments will help ensure that our assets and future outlook are adequately reflected in our share price, which we do not believe has been the case for much of the past 2 years. From a financial perspective, we firmly believe that this transaction provides significant value for Canopy Rivers and its shareholders. We believe that our bolstered cash position and our ownership of highly liquid candidate growth common shares provides the company with financial flexibility that may not have been available to us as the absence of this transaction. This leaves us with significant capital with which we can pursue potential material investments in or acquisitions of established operating businesses in the U.S. cannabis market, many of which continue to experience uncertain and constrained access to capital. This leads us to the strategic merits of the transaction, which we believe fundamentally reshape our position to shareholders. Previously, opportunities in the high-growth U.S. market have been unavailable to us for 2 reasons. The first was our relationship with Canopy Growth and the obligations we had pursuant to that relationship, which restricted our ability to invest and expand into the U.S. The second was that our involvement with certain U.S. companies would have been inconsistent with the policies of the Toronto Stock Exchange. As a result, as we pivot towards the U.S. in pursuit of our new strategic focus, we will be initiating the process to delist from the TSX and list on a stock exchange that does not prohibit us from making the investments or acquisitions that we believe are in the best interest of our shareholders. Today, we firmly believe that these opportunities are in the U.S. market. The U.S. market has been growing at a rapid pace since 2017. Since then, it has demonstrated a 22% year-over-year compounded annual growth rate. In 2020, the U.S. cannabis market eclipsed USD 15 billion. And with the total addressable market of approximately 222 million people, showing no signs of slowing down. ARCC Research estimates that the U.S. market will double over the next 4 years and reach USD 31.4 billion in 2024. This growth is driven by the accelerating regulatory momentum across a number of U.S. states. In November, constituents in 5 states voted to legalize recreational or medical marijuana, bringing the total number of adult use states to 15 and medical states to 36. The success of these initiatives appears to have motivated nearby space to accelerate their own legalization plans as well. Among several others, New York is among the states looking to legalize cannabis this year, and we expect that the number of legal states will include several newcomers when the calendar flips to 2022. The success of cannabis reform at the state level is also pushing the issue at the federal level as well. Just last week, 3 top democrats, including Senate majority leader, Chuck Schumer, announced their intentions to push forward major cannabis policy reform in 2021. While the timing of the passage of any major reform is uncertain, we expect that the bill will continue to uphold states' rights when it comes to legalization decisions while enabling cannabis companies to access critical services such as banking and capital markets as we would have been enabled to do under the SAFE Banking Act. We expect that our entry in the U.S. market will occur before federal legalization or any other major reform, opening the door for further value creation for our shareholders when these milestone events do happen. Before Eddie dives into our financials, I'd also like to emphasize that the transaction is accretive for minority shareholders, who drive a number of benefits associated with the elimination of our dual-class share structure. Shareholders will have a vote that is proportionate to the relative economic interest in the company, and our share price will be more attractive for purposes of raising capital or as an acquisition currency going forward. These benefits are underscored by the support received for the transaction from Jason Wild, Chairman of JW Asset Management, which, following the close of the transaction, will be Canopy Rivers' largest shareholder. As an active and successful investor in the U.S. cannabis market, Mr. Wild support for the transaction, and our strategy to invest in or acquire U.S.-based cannabis companies represents a significant vote of confidence on the merits of the transaction and the company's plans moving forward. I'd like to now hand it over to Eddie to discuss in more detail our financial results for the quarter. Following that, I will go over some of our portfolio highlights for the quarter. Eddie?