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Streetwise Cannabis company pays executives and board US$60-million after half-billion-dollar writedown

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Four weeks after reporting a writedown worth nearly US$500-million, cannabis company Tilt Holdings Inc. disclosed it paid senior executives and board members US$60-million, mostly in stock options.

Massachusetts-based Tilt recorded the writedown in early May as part of its fourth-quarter earnings. The non-cash charge stemmed from goodwill impairments, and the company’s former CEO later blamed the writedown on Tilt’s accounting firm.

Four weeks later, Tilt has reported its first-quarter results and the company disclosed Thursday it paid “key management personnel” US$59.3-million in stock compensation in a single quarter, as well as US$0.9-million in cash compensation. The personnel group is comprised of Tilt’s executive management team and its board of directors, but the exact number of recipients was not provided.

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In an e-mailed statement to the Globe, Tilt said the compensation stems from stock options awarded when the company was formed through a four-way merger in late 2018. “There were incremental options awarded to founders within each of the various businesses, as well as additional options issued to new executives who were brought on board,” the company said.

Tilt was formed through a reverse takeover of Canada’s Sante Veritas Holdings Inc., which traded on the Canadian Securities Exchange, and then bulked up by acquiring three other U.S. businesses -- Baker Technologies LLC, Briteside Holdings LLC and Sea Hunter Therapeutics LLC. The goal was to build a vertically integrated business that ranges from cannabis production to retail software for dispensaries to consulting services.

Tilt remains listed on the CSE and its bankers, led by Canaccord Genuity, are Canadian. The company is one of many marketed to Canadians as a means of capitalizing on the potential of cannabis use being legalized in the United States.

Yet in its first six months of trading Tilt has now reported a writedown worth a half-billion U.S. dollars as well as a US$69-million loss before interest, taxes, depreciation and amortization in the first quarter, largely because of its compensation expense. After adjusting for one-time items, which include this pay, the loss amounted to US$8-million.

Asked repeatedly about the stock compensation on a conference call to discuss the quarterly earnings Friday, interim CEO Mark Scatterday said "nearly all” of the options awarded are currently 'out-of-the-money’ because they carry an exercise price of $5.25. Tilt’s stock closed at $1.80 Friday.

However, Tilt’s chief financial officer, David Caloia, acknowledged the frustration from investors. “We need to take a fresh look at the cadence of the vesting period here,” he said. (The vesting period is the time frame before an option can be exercised.)

To fund its expansion, Tilt raised US$119-million through a private placement last November priced at $5.25 per share. The financing was underwritten by Canadian investment banks and led by Canaccord Genuity. The company started trading on the CSE a month later.

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Given Tilt’s recent trading performance, anyone who bought into the offering is currently down 66 per cent on the investment. Canaccord Genuity declined to comment.

The sagging share price is problematic for Tilt’s growth plans because the company has experienced operating losses and negative operating cash flows since inception. Tilt has US$12-million in cash left in the bank, and on April 29 the company secured a US$20-million credit facility that charges an effective interest rate of 18.75 per cent.

In its latest financial statements, Tilt acknowledged that its continuing operations “are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future."

On Friday, Tilt downplayed any concerns about future capital raises. “Everybody is very excited about our asset base,” Mr. Scatterday said on the conference call. “There’s just a tremendous level of excitement.”

His comments follow those made by former CEO Alex Coleman earlier in May that attempted to downplay Tilt’s writedown.

When the charge was first announced, Mr. Coleman blamed it on “two conflicting accounting policies." When pressed about the policy change in an interview with the Globe, Mr. Coleman changed his argument and took aim at Tilt’s auditor, MNP LLP.

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In its year-end financial statements, Tilt reported that the writedown reflects the “outlook on the medical cannabis industry in Canada as a result of the legalized recreational market." (Tilt is hoping to obtain a licence from Health Canada to cultivate cannabis for the recreational market, but there is no assurance it will succeed, so for now it remains limited to the medicinal market.)

Asked about this, Mr. Coleman said “the statement about Canada and the medicinal market that was in our [financial statements] was inaccurate." He added: “I would say that MNP is underresourced and that kind of language was not attributed to our company.”

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