Part of cannabis and investing
Cannabis company Tilt Holdings Inc. has amended two major financial filings under orders from British Columbia’s securities watchdog, disclosing more about its recent US$496-million writedown and removing language the regulator deemed promotional, among other changes.
The refiling is the latest development in a three-month saga that has seen the company blame its auditor for the writedown, replace its CEO, and pay executives and board members US$60-million after disclosing the writedown.
Tilt said the amendments were made after a “continuous disclosure review" by the British Columbia Securities Commission. In an e-mail, the BCSC said it typically does not disclose the reasons for such reviews, but added that “statements in the media from the company’s former CEO formed part of our review but were not the sole reason.”
The review also came after a US$119-million financing by Tilt in November that was underwritten by Canadian investment banks and led by Canaccord Genuity. The private placement was priced at $5.25 per share, and the stock closed at 85 cents Wednesday on the Canadian Securities Exchange.
Massachusetts-based Tilt is one of many companies marketed to Canadian investors as a means of capitalizing on the potential of cannabis use being legalized in the United States. With multiple divisions, Tilt offers cannabis production, retail software for dispensaries and consulting services.
As of Wednesday, Tilt has updated its “management’s discussion and analysis,” or MD&A, documents for two separate time periods: fiscal 2018, and the first quarter of fiscal 2019. Chief among the changes is a detailed explanation of the company’s recent writedown, which was announced in May when Tilt reported its results for fiscal 2018.
In the original MD&A, Tilt said the non-cash charge was tied to its reverse takeover of Canada’s Santé Veritas Holdings Inc. in November. As part of this deal, Tilt also acquired three other U.S. businesses – Baker Technologies LLC, Briteside Holdings LLC and Sea Hunter Therapeutics LLC – and merged them.
In May, Tilt recorded impairment charges on three of these businesses: US$132-million for Santé Veritas Holdings Inc., US$158-million for Baker Technologies and US$206-million for Briteside Holdings.
At the time, Tilt said the combined writedown reflects the “outlook on the medical cannabis industry in Canada as a result of the legalized recreational market." Tilt has been hoping to obtain a licence from Health Canada to cultivate cannabis for the recreational market, but there is no assurance it will succeed.
Twelve days later, Tilt’s former CEO Alex Coleman told The Globe “the statement about Canada and the medicinal market that was in our [financial statements] was inaccurate." He added that the assessment came from Tilt’s auditor, MNP LLP, adding that the auditor is “underresourced." Mr. Coleman is no longer with the company.
Tilt now attributes the writedown to overpaying for the acquired companies. In the amending filings, the company said its purchase prices were based on potential synergies and a positive long-term perspective for the industry. However, these inputs do not appear “in the quantifiable measurement process of the cash flows” for each division.
Tilt also said some of the variables involved in calculating the purchase prices were “descriptive, subjective or difficult to measure.”
The MD&A documents have also been amended to remove language deemed “promotional” by the BCSC; to identify the people involved in the company’s “related party transactions;” and to disclose more about the “significant increase” in consulting fees, general and office expenses, professional expenses and wages and benefits in fiscal 2018.
In an e-mail to The Globe, Tilt said the amendments were made to “address comments received [from the BCSC] and in order to improve the company’s disclosure."
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