RIV Capital Inc.

Before we start, please note that remarks on this conference call may contain forward-looking information within the meaning of applicable securities laws about RIV Capital, its investees and Etain, 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 constitutes financial outlook, this information may not be appropriate for any other purpose, and you should not place undue reliance on such financial outlook.

Forward-looking statements are made as of the date hereof based on information currently available to management and on estimates and assumptions based on factors that management believes are appropriate and reasonable in these circumstances. However, there can be no assurance that some estimates and assumptions will prove to be correct.

Many factors could cause actual results to differ materially from those expressed or implied by the 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 operations may differ materially from management's current expectations.

As a result, RIV Capital cannot guarantee that any forward-looking statements will materialize, and you are cautioned not to place undue reliance on those forward-looking statements.

Forward-looking information is made as of the date given, and except as may be required by law. RIV Capital 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 November 29, 2022, and the risk factors referenced in the Q2 2023, MD&A and RIV Capital's Annual Information Form.

In addition, this call may contain certain market and industry data obtained from various publicly available sources. Although the company believes that these independent sources are generally reliable, the accuracy and completeness of such information is not guaranteed and has not been verified due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and the limitations and uncertainty inherent in any statistical survey of market size, conditions and prospects.

The company does not make any representation as to the accuracy of such information.

All dollar amounts expressed today, unless otherwise stated, are in U.S. currency.

I would now like to turn the conference over to your host, Mr. Mark Sims, President and Chief Executive Officer of RIV Capital.

Thank you. You may begin.

Thank you, operator, and welcome, everyone, to our second quarter 2023 earnings call. I will begin today's call by providing an update on our acquisition of New York-based Etain and outlining our U.S.

strategy before turning it over to Chief Strategy Officer and General Counsel, Matt Mundy, for a regulatory outlook on New York, followed by a review of our financial results with our CFO, Eddie Lucarelli.

Last week, we were pleased to announce that the New York State Cannabis Control Board, or CCB, and the New York State Office of Cannabis Management, or OCM, approved Etain's change of control request. Now that all necessary regulatory approvals have been obtained, RIV can complete our previously announced Etain transaction.

We are eagerly awaiting the final closing of this transaction, which is expected to occur by year-end and will firmly establish RIV as a U.S. cannabis operator.

Last week, the CCB and OCM approved the long-awaited drafts of New York cannabis adult-use regulations, which will be going out for public comment shortly. Matt will address these regulations in more detail shortly.

We've already begun preparing our feedback and look forward to continuing to work with the regulators to support the establishment of a thoughtful, equitable and successful marketplace that is beneficial for all stakeholders while avoiding some of the pitfalls that we have seen in the regulatory rollout of other adult-use markets.

In the meantime, we have worked closely with our partners at Etain to make several improvements to our existing assets, especially and particularly our Chestertown cultivation facility.

These improvements have already resulted in higher yields, higher potency and a more attractive offering for our patients.

The latest 2 whole flower strain launches, the Golden Pineapple and Cranberry Haze, tested at more than 20% THC potency with robust terpene profiles, and we're excited about the continued strides we are making in ensuring patient satisfaction.

Our expansion and optimization of Etain's Chestertown cultivation facility continues and is expected to be complete by the end of calendar Q1 2023. We are planning to bring the expanded cultivation areas online in calendar Q2 2023 with our harvest from the expanding areas expected to occur in calendar Q3 of next year.

We are also continuing to upgrade Etain's retail locations for enhanced customer experience in anticipation of new SKUs and product launches.

In September, Etain launched its Mini Moment Pre-Rolls, which came filled with our new premium strains, Forte Lemon Cookies and Forte Key Lime Cookies.

During the quarter, we also signed a lease for our planned flagship cannabis cultivation and manufacturing facility in Buffalo, New York, and the developer has begun preparing the site for construction. The new facility is designed with premier cultivation and production infrastructure and will include 2 buildings totaling approximately 75,000 square feet with 10,000 square feet designated specifically to host social equity licensees.

The lease remains contingent on the receipt of regulatory and other necessary approvals, including completion of any environmental remediation pursuant to the New York State brownfield program. Operation of the facility is also subject to receipt of regulatory approval from the OCM.

Turning to our broader industry outlook, both the macroeconomic environment and the cannabis market have changed considerably since the first quarter of this year when we first announced our plans to acquire Etain.

In the last few months, we have seen a number of notable developments in New York cannabis space, including Ascend Wellness pulling out of its agreement to acquire MedMen, and Verano pulling out of its agreement to acquire Goodness Growth purportedly due to the state of the assets and agreement breaches, respectively.

More recently, Sean Combs agreed to buy the assets of Columbia Care and Cresco for up to $185 million, while the 2 are undergoing a merger originally valued at $2 billion.

What we are seeing is a decline in the market value of assets based on comparable businesses, exacerbated by slower-than-expected regulatory developments related to the New York adult-use cannabis market.

As Eddie will discuss during the second quarter, we determined that these were indicators of impairment for our Etain cash generating unit. When we conducted a quantitative impairment assessment, we recognized a goodwill impairment charge of $138.9 million on the asset.

While unfortunate, this development is consistent with what other cannabis operators are experiencing. Impairment charges are not uncommon, not just in the New York cannabis market, but in cannabis markets across the U.S.

Macro headwinds, regulatory uncertainty, political gridlock and the flight of capital from the space and the markets in general have led directly to a deterioration of asset values, but importantly, not the deterioration of the quality of the assets themselves.

This couldn't be more true for Etain. Etain's enduring brand presence in New York since the cannabis programs' inception when combined with cultivation capabilities that we are in the process of expanding provides a solid platform on which to grow.

We still intend to develop and expand new brands and products that will resonate with New York consumers, offered alongside Etain's product line as one of our core brands.

It's becoming increasingly clear from our perspective that New York is going to be a wholesale market where the most successful companies will be those that can build the strongest brands. This was our thesis upon entering the state, and it continues to be our thesis.

We believe that New York offers has the best platform to launch our brand-focused strategy, one that will be supported by the unique and diversified expertise of our leadership team and partners.

To capitalize on this thesis, we believe that Etain's cultivation footprint, which we're in the process of expanding more than fourfold, will provide RIV with the type of operational horsepower we need to gain significant market share in the premium wholesale market.

to build a leading multistate operating and brand platform with New York serving as our foundation. In the near term though, we are focused solely on our New York operations, and we'll continue to execute on our plans as we obtain clarity on the regulatory climate.

Before I turn the call over to Matt, I'd also like to take this opportunity to welcome Amanda Rico as our Chief Human Resources Officer. With more than 17 years of experience at HR across various industry, she joins us from the Scotts Miracle-Gro Company, where she served as the Vice President of Human Resource Operations.

In that role, she was responsible for managing all HR operations for the company, primarily supporting the Hawthorne Gardening division.

Amanda hold a Bachelor's degree in business from the Ohio State University and brings a unique perspective to supporting people operations.

On behalf of everyone at the company, we'd like to give a warm welcome to Amanda as she begins to support and further develop RIV's diverse and inclusive culture.

With that, I will now turn the call over to Matt Mundy, Chief Strategy Officer and General Counsel, for a regulatory outlook on the New York market. Matt?

Thanks, Mark. I'll begin with what I suspect is on the top of most listeners' minds, last week's publication of the CCB and OCM's draft regulations for New York State's cannabis program.

I will review some relevant points of the draft regulations from the perspective of a registered organization, or RO, which is the license held by Etain.

First, the draft regulations call for a 100,000 square foot canopy limit, with the highest in the supply tier and corresponds to approximately 50,000 pounds of annual biomass. This limit can be further increased with regulatory approval.

Biomass processing will be capped at 55,000 pounds per year under the draft regulations.

Second, adult-use market entry fees under the currently proposed regulations would include an upfront $5 million fee for cultivation with up to an additional $5 million in cultivation fees to be paid over 5 years; and $9 million in adult-use retail related fees payable upon co-location.

Third, ROs would not be permitted to launch adult-use retail sales until 3 years after the state's first recreational sale. Once ROs do begin adult-use retail sales by co-locating up to 3 medical dispensaries for adult-use, 40% of the retail space must be allocated to non-auto suppliers for a period of 5 years from the date of the state's first recreational sale.

I'd like to emphasize that these are draft regulations, and they're subject to a 60-day public comment period that will commence from the date the draft regulations are published in the state register, which has not occurred as of today. We are looking forward to continuing to work with the state to help create an efficient market where registered organizations can operate effectively and which will lay the groundwork for a successful, equitable and responsible market.

We intend to provide our feedback during the public review period and continue to work with the regulators to support the creation of rules that are mutually beneficial for all stakeholders.

Turning to other relevant industry developments. Last month, President Biden took an important first step in cannabis justice reform, pledging to issue pardons to anyone with a federal conviction for possession and asking that governors do the same at the state level.

The President also called on the Secretary of Health and Human Services and the Attorney General to begin a process to review cannabis' scheduling under federal law, which could potentially move cannabis out of the most restrictive class, Schedule I.

While there is still significant uncertainty regarding how this process will play out, the President's action seems to be a favorable development for cannabis at the U.S. federal level.

We are also cautiously optimistic that Congress will make progress on potentially passing the Safe Banking Act during the lame-duck session.

Earlier this month, Kathy Hochul was reelected as the Governor of New York, which we also view as favorable for the state's cannabis industry. We are looking forward to dialoguing with Governor Hochul in her office and to working with the OCM and the CCB during the draft regulation public comment period and beyond.

This is a tremendously exciting time for the cannabis industry and for RIV Capital in particular. We are about to see the launch of the adult-use market in New York.

While there is much work to do to get there, this is undoubtedly a watershed moment for the industry as a whole.

The development of the cannabis industry has been one of incremental catalysts. Law by law, state by state, brick by brick, we are building this industry.

It's not easy, but it is important, meaningful work. And there's no doubt that when we look at these bricks that have been painstakingly built over the past years and decades, that adult-use in New York will be viewed as one of the more notable ones.

Legalizing cannabis in a global center of finance and culture like New York is an absolute landmark event, and we intend to be a major player there and are working tirelessly to make that happen. We could not be more excited.

I'll now hand the line to Eddie, who will walk us through our financial results. Eddie?

Thank you, Mark and Matt, for those updates. I will now review our financial results for the second quarter of our 2023 fiscal year.

Please note that as previously disclosed, as of April 1, 2022, we shifted our presentation currency from Canadian dollars to U.S. dollars.

For the second quarter ended September 30, 2022, we reported revenue, net of excess taxes, of $1.9 million comprising retail revenue generated from maintaining dispensaries and wholesale revenue generated from sales of Etain-branded products to other registered organizations in New York.

Cost of goods sold, excluding nominal amounts for unrealized fair value changes included in biological assets and realized fair value changes included in inventory sold, was $0.9 million for the quarter, and gross profit was also $0.9 million, representing a gross margin of approximately 48%.

Operating expenses included in selling, general and administrative expenses of $4.8 million during the quarter compared with $4 million for the same period last year. The size and scope of the company's general and administrative functions continue to increase as the Etain's operations scale in anticipation of the adult-use market coming online in New York in calendar year 2023.

Aside from selling, general and administrative activities, operating expenses also included today's factors that contributed to the net loss that we reported today, which was $138.9 million impairment charge related to our Etain cash-generating unit.

Since the time of the Etain acquisition was announced at the end of our last fiscal year, there have been delays in the development of the regulated market for adult-use cannabis in New York relative to initial expectations as well as increased uncertainty regarding the pathway for registered organizations to participate in such market. We believe that these developments have contributed to proposed transactions involving New York cannabis license holders being abandoned, and the values implied by recently announced transactions involving comparable businesses being lower than the purchase price paid in the Etain acquisition.

In addition, we believe that market-based perceptions of the value of the New York cannabis licenses have also been negatively impacted by the perceived proliferation of the unregulated market that has developed, particularly within New York City and the disappointing lack of enforcement to curtail such activities.

Accordingly, we determined that indicators of impairment were present for the Etain cash-generating unit as of September 30, 2022. Cash-generating units are tested for impairment by comparing the carrying value of the cash-generating unit to its recoverable amount where the recoverable amount is the greater of fair value, less cost to sell and value in use.

The fair value less cost to sell of the Etain cash-generating unit was estimated using a discounted cash flow model that considered updated cash flow projections reflecting some of the realities that I just discussed as well as a discount rate that reflected the heightened uncertainty in the New York market.

As a result of this quantitative impairment assessment, we determined that the recoverable amount of the Etain cash-generating unit was less than its carried amount.

Accordingly, we recognized a goodwill impairment charge of $138.9 million, which eliminated the carrying value of the goodwill acquired through the Etain acquisition.

Other loss was $1.6 million for the quarter compared to a nominal other loss for the same period last year. Other income in this period included an unrealized foreign exchange gain of $4.4 million, which was primarily attributable to foreign denominated cash deposits held by the company in certain of its subsidiaries.

This was offset by accretion and interest expense of $4.3 million, which was primarily related to the convertible notes issued to the Hawthorne Collective and the deferred consideration payable related to the Etain acquisition among other items.

Income tax recovery was $2.1 million for the quarter compared with an income tax recovery of $2.9 million for the same period last year.

Based on the foregoing items, we reported net loss of $142.3 million for Q2 2023 compared with a net loss of $1.2 million for the same period last year.

Other comprehensive income was $0.4 million for the quarter compared with other comprehensive loss of $6.6 million for the same period last year.

In aggregate, the company reported a total comprehensive loss of $141.9 million for Q2 2023 compared with a total comprehensive loss of $7.8 million for the same period last year.

In terms of our cash flow activities during the quarter, net cash used in operating activities was $2.5 million, reflecting the day-to-day operations of the company. Net cash used in investing activities was $2 million, reflecting investments made in the development and operation of Etain's current and future cultivation and production facilities.

Net cash used in financing activities was $0.6 million and primarily related to lease payments.

Shifting to our balance sheet. During the quarter, we continued to refine the purchase price allocation related to the Etain acquisition.

Specifically, the total estimated fair value of intangible assets acquired was allocated between separately identifiable intangible assets, being the cannabis licenses and brands, and goodwill.

Furthermore, the estimated fair values were updated to reflect the tax attributes of the assets acquired. Specifically, as a result of the difference between the accounting basis and tax basis of the cannabis licenses acquired, we recognized a deferred tax liability of $23.9 million, with a corresponding increase to goodwill.

However, as discussed, as a result of the impairment testing, the carrying value of the goodwill was reduced to nil. The purchase price allocation remains provisional as of September 30, 2022, and will be finalized during the measurement period prescribed by the relevant accounting standard, which is 1 year from the date of acquisition.

Any measurement period adjustments would be applied retrospectively to the period of acquisition in the company's consolidated financial statements.

We ended the period with $165.4 million of cash on hand, and we estimate that the cash required for the second closing of the Etain acquisition will be approximately $42.4 million. Our financial position remains strong, and we continue to believe that provides us with more than enough liquidity to complete the Etain acquisition and finance our contemplated expansion plans in New York.

We continue to evaluate our capital allocation strategy, and as part of that process, we may consider a repurchase of our common shares, subject to the applicable law and stock exchange requirements and receipt of any applicable approvals. Any such action would be subject to further determination of the Board of Directors of the company and there can be no assurance that any such steps will be pursued by the company.

With that, I will now turn the call back to Mark for closing remarks.

Thank you, Eddie. We are eagerly awaiting the final closing of the Etain transaction in the coming months, which will establish RIV as a U.S.

cannabis operator. We are confident that New York is going to be a wholesale market, where the most successful companies will be those that build strong brands.

New York continues to offer us a strong platform from which to launch our brand-focused strategy, while our expanding cultivation capabilities and strong balance sheet position RIV well for the future.

Finally, during the next 2 months, we intend to work as much as we can with state regulators to support the creation of rules that are mutually beneficial for all stakeholders. We look forward to sharing our continued progress and updates on our strategy during our next call, and I thank all of you for joining us today.