Canopy Rivers Takes $112 Million Charge On PharmHouse

Canopy Rivers Inc. (OTC: CNPOF) today released its unaudited condensed interim consolidated financial statements in Canadian dollars and acknowledged taking a $112 million hit for its PharmHouse investment.  The total comprehensive loss for the quarter was $87.0 million. On a positive note, its investment into TerrAscend has appreciated implying an investment value of $214 million.

The company reported that its royalty, interest, and lease income (before provisions for credit losses) was $4.1 million for the quarter. It included income from its various royalty, convertible debenture, and loan agreements, among other items. Other comprehensive income was $23.4 million, net of tax, for the quarter, which included a net increase in the fair value of financial assets of $27.4 million attributed to the positive change in the fair value of the investment in TerrAscend. TerrAscend’s share value increase from $2.87 on June 30, 2020, to $9.75 as of the close of markets on November 6, 2020.

Offsetting this income was a provision for credit losses of $9.9 million for the quarter, which was primarily related to interest accrued on the company’s $40.0 million shareholder loan to PharmHouse Inc. of $8.9 million. Operating expenses were $1.6 million for the quarter, compared with $6.2 million for the same period last year. For the quarter, Canopy Rivers reported a net operating loss of $7.4 million.


Canopy Rivers owns 49% in the joint venture of PharmHouse, which was formed in May 2018. The company partnered with Canopy Growth Corporation (CGC) and TerrAscend Canada Inc. which provided strong support for the company’s significant investment in PharmHouse’s automated production facility, as well as its guarantee of the PharmHouse Credit Facility.

“Our quarter was framed with a sharp focus on PharmHouse. We provided debtor-in-possession financing to enable PharmHouse to remain operational as it commenced its CCAA process and our team has been working towards securing the best possible outcome for our shareholders,” said Narbe Alexandrian, President and CEO, Canopy Rivers. “While supporting PharmHouse has been our priority, we are confident we will put this challenging situation behind us and remain encouraged by the progress across our portfolio. This quarter, we participated in Headset’s bridge round as it continues to bring its industry-leading analytical tools to new markets, High Beauty launched a new product line, and BioLumic’s most recent cannabis field trials showed promising gains in dried flower mass and cannabinoid content.”

Canopy Rivers detailed the charges as follows:

  • Share of loss from investment in PharmHouse common shares (due to impairment adjustments) of $32.6 million;
  • Provision for credit losses on the Company’s loans receivable with PharmHouse of $45.8 million; and
  • Provision for credit losses on the PharmHouse Guarantee liability of $25.0 million.


During the quarter, TerrAscend opened an Apothecarium location in Berkeley, California. TerrAscend also received approval to cultivate cannabis at its New Jersey facility and open its first Apothecarium dispensary in the state. Finally, in August, TerrAscend announced strong second-quarter results, reporting net sales of $47.2 million. The company owns 19,445,285 exchangeable shares of TerrAscend that are convertible into common shares upon the occurrence of certain events.

“Most notably, the value of TerrAscend’s common shares increased by 101% during the quarter, and the implied value of our investment in TerrAscend is now approximately $214 million,” added Alexandrian. “After a U.S. election that potentially spells good outcomes for the cannabis sector, including the legalization of adult-use cannabis in New Jersey, we are pleased to have our U.S. exposure through our holdings of exchangeable shares in one of the nation’s leading multistate operators. We believe that we will be well-positioned to capitalize on opportunities in the U.S. once we are permitted to do so.”

More Writedowns

Canopy Rivers also reported a net decrease in the fair value of financial assets of $3.1 million for the quarter. The net decrease was primarily driven by negative changes in the estimated fair values of its royalty investment in Agripharm Corp. and convertible debenture investments in Greenhouse Juice Company and was partially offset by positive changes in the estimated fair values of the company’s royalty investment in The Tweed Tree Lot Inc. and term loan investment to TerrAscend Canada Inc. along with the associated warrants issued by TerrAscend Corp. Agripharm secured a supply agreement to provide the Ontario Cannabis Store with dried flower (and edibles at a later date) from Green House Seed Co., for which Agripharm holds an exclusive license in Canada.

“Naturally, we are extremely disappointed by the recent developments at PharmHouse and their impact on our financial results for this quarter, which reflect significant charges across various financial instruments we hold,” said Eddie Lucarelli, CFO, Canopy Rivers. “While the Company’s underlying net asset value continues to be supported by the sustained appreciation of our investment in TerrAscend, we remain critically focused on resolving PharmHouse’s current situation and maximizing value preservation for our shareholders.”

Debra Borchardt

Debra Borchardt is the Co-Founder, and Executive Editor of GMR. She has covered the cannabis industry for several years at Forbes, Seeking Alpha and TheStreet. Prior to becoming a financial journalist, Debra was a Vice President at Bear Stearns where she held a Series 7 and Registered Investment Advisor license. Debra has a Master's degree in Business Journalism from New York University.

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