RIV Capital Inc. (“RIV Capital” or the “Company”) (CSE: RIV) (OTC: CNPOF) today released its unaudited condensed interim consolidated financial statements and management’s discussion and analysis (“MD&A”) for the three and nine months ended December 31, 2021 (“Q3 2022”).
“We have narrowed our pipeline of potential U.S. cannabis acquisition targets and are more excited than ever by the immense opportunity ahead of us in the U.S.,” said Narbé Alexandrian, President and CEO of RIV Capital. “We are working toward announcing the next step of our U.S. acquisition and investment strategy prior to the end of this fiscal year and believe the plan we have in place will contribute to the long-term value for our shareholders.”
In early 2021, RIV Capital embarked upon a strategic shift to the U.S. cannabis market. As the Company explored various avenues, it determined that in order to create a market leader, the platform needed to be differentiated in a real, tangible manner. To that end, in August 2021, the Company announced a strategic partnership with The Scotts Miracle-Gro Company, a global leader of branded consumer products for lawn and garden care, via their newly-formed cannabis subsidiary, The Hawthorne Collective. This strategic partnership significantly bolstered RIV Capital’s approach to its U.S. transition, both strategically and financially. After continuing to develop its market intelligence and evaluating several opportunities, the Company has advanced discussions relating to key strategic U.S. markets and anticipates announcing further developments on its U.S. acquisition and investment strategy prior to the end of its fiscal year. No definitive agreement has been reached with respect to any potential investment or other transaction to date and there can be no assurance that any of the Company’s discussions will necessarily lead to an investment or other transaction.
Q3 2022 Financial Results2
| Select Summary of Quarterly Results | Three months ended 31-Dec-21 | Three months ended 31-Dec-20 |
| Operating income (before equity method investees and fair value changes) | $ 87 | $ 3,003 |
| Operating expenses | 2,474 | 3,390 |
| Net operating loss (before equity method investees and fair value changes) | (2,387) | (387) |
| Equity method investees and fair value changes | (4,387) | 4,524 |
| PharmHouse-related charges | – | (13,700) |
| Net operating loss | (6,774) | (9,563) |
| Other expenses (income) | (2,190) | 442 |
| Income tax recovery | 1,075 | 11,411 |
| Net income (loss) | (3,509) | 1,406 |
| Other comprehensive income (net of tax) | 434 | 80,759 |
| Total comprehensive income (loss) | (3,075) | 82,165 |
| Basic earnings (loss) per share (“EPS”) | $ (0.02) | $ 0.01 |
| Diluted EPS | $ (0.02) | $ 0.01 |
| Cash flows used in operating activities | (3,629) | (953) |
| Cash flows provided by investing activities | – | 944 |
| Cash flows provided by (used in) financing activities | (44) | 76 |
| Select Summary of Quarterly Results | Nine months ended 31-Dec-21 | Nine months ended 31-Dec-20 |
| Operating loss (before equity method investees and fair value changes) | $ (1,155) | $ (130) |
| Operating expenses | 10,109 | 7,615 |
| Net operating loss (before equity method investees and fair value changes) | (11,264) | (7,745) |
| Equity method investees and fair value changes | (40,744) | (34,042) |
| PharmHouse-related recovery (charges) | 1,935 | (84,456) |
| Net operating loss | (50,073) | (126,243) |
| Other expenses (income) | (5,024) | 2,034 |
| Income tax recovery | 9,624 | 15,875 |
| Net loss | (35,425) | (112,402) |
| Other comprehensive income (net of tax) | 376 | 114,877 |
| Total comprehensive income (loss) | (35,049) | 2,475 |
| Basic EPS | $ (0.25) | $ (0.59) |
| Diluted EPS | $ (0.25) | $ (0.59) |
| Cash flows used in operating activities | (27,156) | (2,815) |
| Cash flows provided by (used in) investing activities | 110,318 | (5,910) |
| Cash flows provided by (used in) financing activities | 187,205 | (4) |
1Based on December 31, 2021 reported cash of CA$405.6 million and a USD:CAD exchange rate of 1.2698 as of February 28, 2022.
2The financial highlights in this summary are presented in CA$ thousands, unless otherwise noted.
Eddie Lucarelli, Chief Financial Officer of RIV Capital, commented, “We believe we are in a favourable environment for consolidation activity in the U.S cannabis market, and are confident that our financial strength and strategic partnership optimally position us to successfully identify, evaluate, and execute upon accretive transaction opportunities in attractive markets.”
Operating Income and Expenses
| Three months ended 31-Dec-21 | Three months ended 31-Dec-20 | |
| Royalty, interest, and lease income (before provisions) | $ 755 | $ 5,853 |
| Provision for credit losses on interest and royalty receivables | (668) | (2,850) |
| Operating income (before equity method investees and fair value changes) | $ 87 | $ 3,003 |
| General and administrative expenses | $ 1,587 | $ 981 |
| Consulting and professional fees | 577 | 441 |
| Share-based compensation | 260 | 80 |
| Depreciation and amortization expense | 50 | 50 |
| Restructuring costs | – | 1,838 |
| Operating expenses | $ 2.474 | $ 3,390 |
| Net operating loss (before equity method investees and fair value changes) | $ (2,387) | $ (387) |
| Nine months ended 31-Dec-21 | Nine months ended 31-Dec-20 | |
| Royalty, interest, and lease income (before provisions) | $ 1,731 | $ 12,586 |
| Provision for credit losses on interest and royalty receivables | ||
| PharmHouse | – | (8,939) |
| Other | (2,886) | (3,777) |
| Operating loss (before equity method investees and fair value changes) | $ (1,155) | $ (130) |
| General and administrative expenses | $ 6,215 | $ 3,610 |
| Consulting and professional fees | 2,818 | 1,168 |
| Share-based compensation | 932 | 434 |
| Depreciation and amortization expense | 144 | 137 |
| Restructuring costs | – | 2,266 |
| Operating expenses | $ 10,109 | $ 7,615 |
| Net operating loss (before equity method investees and fair value changes) | $ (11,264) | $ (7,745) |
Operating income (before equity method investees and fair value changes) in Q3 2022 was $0.1 million and primarily consisted of royalty and interest income (before provisions for expected credit losses) of $0.8 million generated from the Company’s debenture and royalty agreements with 10831425 Canada Ltd. d/b/a/ Greenhouse Juice Company (“Greenhouse Juice”) and NOYA Cannabis Inc. (“NOYA”, formerly known as Radicle Medical Marijuana Inc.), respectively; offset by an increase in provision for expected credit losses on interest and royalty receivables of $0.7 million.
Operating expenses in Q3 2022 were $2.5 million. General and administrative expenses were $1.6 million, primarily attributable to employee compensation and other general and administrative activities, including insurance, business development, and general public company costs. Consulting and professional fees were $0.6 million, primarily attributable to legal fees and audit, tax, accounting, and other regulatory compliance advisory fees.
Equity Method Investees and Fair Value Changes
| Three months ended 31-Dec-21 | Three months ended 31-Dec-20 | |
| Share of loss from equity method investees | $ (595) | $ (728) |
| Net change in fair value of financial assets at FVPTL | (3,792) | 4,790 |
| Other PharmHouse-related charges | ||
| Change in provision for credit losses on loans receivable | – | (6,200) |
| Change in provision for credit losses on financial guarantee liability | – | (7,500) |
| Gain on disposition of equity method investee | – | 462 |
| Equity method investees and fair value changes | $ (4,387) | $ (9,176) |
| Nine months ended 31-Dec-21 | Nine months ended 31-Dec-20 | |
| Share of loss from equity method investees | ||
| PharmHouse | $ – | $ (37,025) |
| Other | (1,467) | (845) |
| Net change in fair value of financial assets at FVPTL | (39,277) | 3,366 |
| Other PharmHouse-related recovery (charges) | ||
| Change in provision for credit losses on loans receivable | – | (51,956) |
| Change in provision for credit losses on financial guarantee liability | 1,935 | (32,500) |
| Gain on disposition of equity method investee | – | 462 |
| Equity method investees and fair value changes | $ (38,809) | $ (118,498) |
The Company’s share of loss from equity method investees in Q3 2022 was $0.6 million. Greenhouse Juice, LeafLink Services International ULC (“LeafLink International”), and NOYA represented the Company’s equity method investees for which a share of income or loss was recognized for the quarter.
The Company also reported a net decrease in the fair value of financial assets that are reported at fair value through profit or loss (“FVTPL”) in Q3 2022 of $3.8 million, which included a $2.6 million decrease in the estimated fair value of the Company’s royalty investment in Agripharm Corp. (“Agripharm”).
Other Income and Expenses
| Three months ended 31-Dec-21 | Three months ended 31-Dec-20 | |
| Unrealized foreign exchange gain | $ (5,038) | $ – |
| Accretion and interest expense | 3,000 | 7 |
| Other expenses (income), net | (152) | 435 |
| Other expenses (income) | (2,190) | 442 |
| Nine months ended 31-Dec-21 | Nine months ended 31-Dec-20 | |
| Unrealized foreign exchange gain | $ (7,349) | $ – |
| Accretion and interest expense | 4,190 | 22 |
| Gain on disposition of finance lease receivable | (1,103) | – |
| Other expenses (income), net | (762) | 2,012 |
| Other expenses (income) | (5,024) | 2,034 |
The Company reported other income (net) in Q3 2022 of $2.2 million. During the quarter, the Company exchanged CA$200.0 million of its cash reserves to U.S. dollars, which, when combined with the U.S. dollar proceeds received by the Company in its previous fiscal quarter from the US$150.0 million unsecured convertible note issued to The Hawthorne Collective (the “Convertible Note”), led to an unrealized foreign exchange gain of $5.0 million for the quarter. This was partially offset by a $3.0 million non-cash accretion expense that the Company systematically recognizes on a quarterly basis in respect of the Convertible Note.
Net Change in Fair Value of Financial Assets at FVTOCI
| Three months ended 31-Dec-21 | Three months ended 31-Dec-20 | |
| Nova Cannabis | $ – | $ (55) |
| Headset | 500 | (200) |
| ZeaKal | – | (600) |
| Biolumic | – | (100) |
| Other | – | 95,500 |
| Gross change in fair value of financial assets at FVTOCI | $ 500 | $ 94,545 |
| OCI income tax expense (recovery) | 66 | 13,786 |
| Net change in fair value of financial assets at FVTOCI3 | $ 434 | $ 80,759 |
| Nine months ended 31-Dec-21 | Nine months ended 31-Dec-20 | |
| Nova Cannabis | $ (267) | $ (273) |
| Headset | 500 | (500) |
| ZeaKal | 100 | (1,500) |
| Biolumic | 100 | (39) |
| Dynaleo | – | 835 |
| Other | – | 134,124 |
| Gross change in fair value of financial assets at FVTOCI | $ 433 | $ 132,647 |
| OCI income tax expense | 57 | 17,748 |
| Net change in fair value of financial assets at FVTOCI3 | $ 376 | $ 114,899 |
3In addition to the fair value change noted above, the historical net change in fair value of financial assets at FVTOCI also includes FX gains/losses related to certain equity method investees denominated in USD currency.
Total comprehensive loss in Q3 2022 was $3.1 million, which included an increase of $0.5 million (before tax) in the estimated fair value of financial assets that are reported at fair value through other comprehensive income (“FVTOCI”).
| Period ended | As at 31-Dec-21 | As at 31-Mar-21 |
| Cash | $ 405,598 | $ 127,882 |
| Equity method investees | 6,899 | 7,366 |
| Financial assets at FVTPL | 16,301 | 164,030 |
| Financial assets at FVTOCI | 23,800 | 23,218 |
| Other assets | 16,741 | 12,866 |
| Total assets | $ 469,339 | $ 335,362 |
| Convertible note | 97,431 | – |
| Convertible note | 22,164 | – |
| Financial guarantee liability | – | 3,000 |
| Other liabilities | 2,296 | 20,902 |
| Total shareholders’ equity | 347,448 | 311,460 |
| Total liabilities and shareholders’ equity | $ 469,339 | $ 335,362 |
At December 31, 2021, RIV Capital had $405.6 million of cash on hand compared with $127.9 million as at the end of its most recently completed fiscal year, with the increase primarily due to the monetization of its previously-held Canopy Growth common shares and the proceeds from the Convertible Note.
Q3 2022 Portfolio Updates
The following represents a brief summary of other developments in the RIV Capital portfolio during and subsequent to Q3 2022:
- Dynaleo Inc. (“Dynaleo”) partnered with Niagara College to build on prior research for a therapeutic CBD-infused gummy to support muscle recovery for the sports and wellness markets. Additionally, Dynaleo’s Executive Chairman Michael Krestell was appointed to the Cannabis Council of Canada’s Board of Directors.
- Greenhouse Juice introduced zero sugar oat milk to market and began distributing its organic boosters nationally in Canada. Subsequent to the quarter, Greenhouse Juice was named to Canadian Business’ New Innovators List for 2022.
- Headset Inc. (“Headset”) completed a US$8.6 million financing round led by private equity firm Althea. Headset also expanded its competitive intelligence tool, Headset Insights Premium, to Arizona, Illinois, and Maryland.
This press release should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and MD&A for Q3 2022, which are available under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.rivcapital.com/investors. All financial information in this press release is reported in Canadian dollars, unless otherwise indicated.
For more information regarding the Company and its portfolio companies, please refer to the MD&A and the Company’s annual information form dated June 28, 2021 (“AIF”), also available under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.rivcapital.com/investors.
