Item 2.02 Results of Operations and Financial Condition.
Canopy Growth Corporation ("Canopy") recently disclosed its results for its
fourth quarter and year ended
Constellation will recognize its share of Canopy's results of operations and
related activities for the period
The following table presents the impact on Constellation's net income (loss) of
the equity in earnings (losses) and related activities of Canopy's results for
the three months ended
Three Months EndedMay 31, 2022
(
$ (165.0) (Provision for) benefit from income taxes (2) 20.2
Net income (loss) attributable to CBI - reported basis, Canopy EIE (GAAP) (1)
$ (144.8)
Equity in earnings (losses) and related activities - reported basis, Canopy EIE (GAAP) (1)
$ (165.0) Comparable adjustments: (3) Restructuring and other strategic business development costs 100.9 Net (gain) loss on fair value financial instruments 8.9 Acquisition costs 0.4 Other (gains) losses, net 2.8 113.0 Equity in earnings (losses) - comparable basis Canopy EIE (Non-GAAP) (1) (52.0) (Provision for) benefit from income taxes (2) 7.2
Net income (loss) attributable to CBI - comparable basis, Canopy EIE (Non-GAAP) (1)
$ (44.8)
(1)The amounts shown represent Constellation's share of Canopy's results of operations, as follows:
Date of Ownership Period Ownership Interest Percentage January 1, 2022, through March 31, 2022 March 31, 2022 36.1%
(2)The effective tax rate applied to Constellation's equity in earnings (losses)
of Canopy is generally based on the tax rates and utilization assumptions of the
legal entities that hold Constellation's investment in Canopy. This rate is
based on information currently available and is subject to change upon the
determination of Constellation's results for its first fiscal quarter ended
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(3)The effective tax rate applied to each comparable adjustment amount is generally based upon the jurisdiction in which the comparable adjustment was recognized.
The information in the table above is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
The table above contains non-GAAP financial measures; these are referred to as
"comparable" measures. For purposes of Regulation G, a non-GAAP financial
measure is a numerical measure of a registrant's historical or future financial
performance, financial position or cash flows that excludes amounts, or is
subject to adjustments that have the effect of excluding amounts, that are
included in the most directly comparable measure calculated and presented in
accordance with GAAP in the statement of income, balance sheet or statement of
cash flows (or equivalent statements) of the issuer; or includes amounts, or is
subject to adjustments that have the effect of including amounts, that are
excluded from the most directly comparable measure so calculated and presented.
In this regard, GAAP refers to generally accepted accounting principles in
Comparable measures, including those presenting the impact of the Company's equity method investment in Canopy, are provided because management uses this information to monitor the Company's investment in Canopy. In addition, the Company believes this information provides investors valuable insight on underlying business trends and results in order to evaluate year-over-year financial performance.
Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The word "expect," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements may relate to future plans and objectives of management, as well as information concerning expected actions of third parties. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements.
The forward-looking statements are based on management's current expectations and should not be construed in any manner as a guarantee that such results will in fact occur. All forward-looking statements speak only as of the date of this Current Report on Form 8-K and Constellation does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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