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Debt financing eclipses equity in US marijuana cultivation and retail fundings

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Chart showing the shift to debt financing in the cannabis industry

Capital raises in the U.S. marijuana industry are down nearly 65% this year versus 2021, but lower stock prices and more creditworthy cannabis companies mean debt financing is now the preferred method to raise funds for the first time in years.

Equity financing had dominated cannabis capital raises since at least 2018.

But so far this year, debt funding has dominated, according to data collected by New York-based cannabis capital, M&A and strategic advisory firm Viridian Capital Advisors.

To be sure, debt financing in the U.S. marijuana industry is down by 39.9% compared to last year from January to October, according to Viridian data.

But year-to-date, debt now makes up 93% of capital raised by U.S. cultivation and retail companies and 55.7% in the U.S. industry overall.

The shift comes as more companies have spruced up their balance sheets and are better positioned to repay loans.

Looking ahead, debt financing will continue to be the main means of raising capital until economic conditions change, according to analysts – think lower interest rates, higher stock prices, federal marijuana reform or some combination.

And despite this year’s shift in funding patterns, securing debt financing isn’t easy.

After bootstrapping ExtractionTek Stainless since 2011, Chief Marketing Officer Sean Winfield and his team at the Colorado-based company are at a crossroads.

The past two years of the COVID-19 pandemic have been tough, highlighted by supply-chain difficulties as well as added health and safety protocols at the extraction machinery company’s 30,000 square-foot manufacturing facility in Denver.

Now, ExtractionTek and its marijuana industry partners are battling lower cannabis prices at a time when the general economy is confronting raging inflation.

With expansion opportunities in emerging domestic markets and in Europe as well as his company’s plans to expand its training facility, Winfield is evaluating how best to secure investment of approximately $5 million for operating and growth capital.

What about debt financing?

Winfield winces at the word “debt” – something ExtractionTek has avoided taking on thus far.

“We don’t understand the implications of debt financing, necessarily,” Winfield said. “We need some further education, to find the right partners to really give us options that make sense and to educate us.”

Rising interest rates 

Most debt-financing deals are made between private companies.

But two recent deals made by public companies demonstrate some of the intricacies involved, most notably how interest rates and other terms are pegged to overall interest rates as well as risk spreads – such as the ICE BofA US High Yield Index Option-Adjusted Spread.

(The spread measures the difference between an index of corporate bonds and rates on government-backed U.S. Treasury securities.)

Which is to say that debt financing is getting more expensive.

Earlier this month, the Maryland and New Jersey subsidiaries of Toronto-headquartered cannabis operator TerrAscend – which has operations in five states and Canada – closed a nondilutive, senior secured loan for $45.5 million from Pelorus Equity Group.

Pelorus lends against the hard and soft costs of the real estate owned by a company, said Travis Goad, the financier’s managing partner.

“We’re also collateralized by the operating company and a license as well, so that if something were to ever go wrong or there was an issue, we could sell a functioning cannabis facility or lease it to somebody else,” he explained.

“So we spend a lot of time underwriting on a per-square-foot basis what they should be able to produce in this market.”

The $45.5 million comes at a 12.77% floating interest rate, which Frank Colombo, director of data analytics at Viridian, predicts will likely appear in more cannabis debt-financing deals to come.

He cited the Federal Reserve’s recent interest rate increases to fight inflation as well as expectations of further rates hikes.

“Is that potentially risky for cannabis companies? Yes,” Colombo said. “Because it’s 12.77% now; by the time the Fed finishes raising rates, what will it be?

“It could be another 100 basis points up from that.”

Equity-linked debt financing on the rise

In August, California-based Lowell Farms raised a total of $6.4 million through two rounds of debt financing to be used for “working capital purposes, automation, investments and expansion into new markets,” according to a news release announcing the deal.

“We are grateful for investor support as a testimony to the strategy we have employed to differentiate ourselves,” Lowell Farms Chair George Allen said in a statement.

“This financing allows Lowell to bring capabilities to market that have been in development for years.”

Lowell secured a 5.5% interest rate, but the debentures are convertible and include exercisable warrants for shares of its subsidiary Indus Holding Co. at $0.2613 and a 42-month term from the date of issuance.

According to Viridian data, equity-linked debt deals dropped off earlier this year but have bounced back to account for about 50% of debt-financing deals in the U.S.

The difference this time around is that equity-linked deals are more expensive.

In 2021, larger multistate operators with good credit could finance debt for around 8%, according to Viridian data. In the case of Lowell, Colombo estimates the cost at around 30%.

“I think Lowell had a liquidity problem, and they needed to raise cash,” Colombo said. “It’s likely not a financing of opportunity but a financing of need.”

Lowell did not immediately return an MJBizDaily request for comment.

Private deals

Michigan-based retailer Noxx closed a $15 million debt-financing deal with Altmore Capital in August. The terms weren’t disclosed.

Noxx CEO Tommy Nafso said he pitched to about a half-dozen potential capital partners and received an array of offers before striking a deal with Altmore.

Nafso said he focused on clearly articulating:

  • The market opportunities for the three retail licenses the company holds in Grand Rapids.
  • The executive team’s experience working at companies such as Amazon, Ralph Lauren and Domino’s Pizza.
  • Noxx’s customer-focused goals, future expansion plans and how well-positioned the company would be should market conditions change.

Since securing the funding, Noxx has opened its first store while investing in e-commerce, delivery services and ensuring the store design was as close to the renderings as possible.

“It feels like you’re in a different universe in our store,” Nafso gushed.

Last week, Noxx announced its latest phase of its growth plan: a partnership with Cookies, the California-based cannabis brand, to open a 3,000 square-foot Cookies location in Grand Rapids.

Watch for prepayment provisions

Colombo anticipates debt financing to continue to be the main means of raising capital until economic conditions change, with lower interest rates, stronger markets, legislative changes or a combination of the above.

But he warns borrowers to look beyond interest rates and closely at prepayment provisions.

If banking reform legislation passes – which would boost marijuana stock prices – or interest rates decrease, agreeing to a provision requiring a premium on a prepayment or a minimum number of earned interest could mean losing out on less expensive borrowing conditions in the future.

“That’s one of the reasons why debt is not as down as much (as equity),” Colombo said.

“If you have to raise money because you have a liquidity issue or maybe you have a really great opportunity that you have to come up with the cash for, the only way you’re going to really want to do it is with debt.”

Source: https://mjbizdaily.com/debt-financing-eclipses-equity-in-us-cannabis-cultivation-and-retail-fundings/

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New Mexico cannabis operator fined, loses license for alleged BioTrack fraud

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New Mexico regulators fined a cannabis operator nearly $300,000 and revoked its license after the company allegedly created fake reports in the state’s traceability software.

The New Mexico Cannabis Control Division (CCD) accused marijuana manufacturer and retailer Golden Roots of 11 violations, according to Albuquerque Business First.

Golden Roots operates the The Cannabis Revolution Dispensary.

The majority of the violations are related to the Albuquerque company’s improper use of BioTrack, which has been New Mexico’s track-and-trace vendor since 2015.

The CCD alleges Golden Roots reported marijuana production only two months after it had received its vertically integrated license, according to Albuquerque Business First.

Because cannabis takes longer than two months to be cultivated, the CCD was suspicious of the report.

After inspecting the company’s premises, the CCD alleged Golden Roots reported cultivation, transportation and sales in BioTrack but wasn’t able to provide officers who inspected the site evidence that the operator was cultivating cannabis.

In April, the CCD revoked Golden Roots’ license and issued a $10,000 fine, according to the news outlet.

The company requested a hearing, which the regulator scheduled for Sept. 1.

At the hearing, the CCD testified that the company’s dried-cannabis weights in BioTrack were suspicious because they didn’t seem to accurately reflect how much weight marijuana loses as it dries.

Company employees also poorly accounted for why they were making adjustments in the system of up to 24 pounds of cannabis, making comments such as “bad” or “mistake” in the software, Albuquerque Business First reported.

Golden Roots was fined $298,972.05 – the amount regulators allege the company made selling products that weren’t properly accounted for in BioTrack.

The CCD has been cracking down on cannabis operators accused of selling products procured from out-of-state or not grown legally:

Golden Roots was the first alleged rulebreaker in New Mexico to be asked to pay a large fine.

Source: https://mjbizdaily.com/new-mexico-cannabis-operator-fined-loses-license-for-alleged-biotrack-fraud/

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Marijuana companies suing US attorney general in federal prohibition challenge

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Four marijuana companies, including a multistate operator, have filed a lawsuit against U.S. Attorney General Merrick Garland in which they allege the federal MJ prohibition under the Controlled Substances Act is no longer constitutional.

According to the complaint, filed Thursday in U.S. District Court in Massachusetts, retailer Canna Provisions, Treevit delivery service CEO Gyasi Sellers, cultivator Wiseacre Farm and MSO Verano Holdings Corp. are all harmed by “the federal government’s unconstitutional ban on cultivating, manufacturing, distributing, or possessing intrastate marijuana.”

Verano is headquartered in Chicago but has operations in Massachusetts; the other three operators are based in Massachusetts.

The lawsuit seeks a ruling that the “Controlled Substances Act is unconstitutional as applied to the intrastate cultivation, manufacture, possession, and distribution of marijuana pursuant to state law.”

The companies want the case to go before the U.S. Supreme Court.

They hired prominent law firm Boies Schiller Flexner to represent them.

The New York-based firm’s principal is David Boies, whose former clients include Microsoft, former presidential candidate Al Gore and Elizabeth Holmes’ disgraced startup Theranos.

Similar challenges to the federal Controlled Substances Act (CSA) have failed.

One such challenge led to a landmark Supreme Court decision in 2005.

In Gonzalez vs. Raich, the highest court in the United States ruled in a 6-3 decision that the commerce clause of the U.S. Constitution gave Congress the power to outlaw marijuana federally, even though state laws allow the cultivation and sale of cannabis.

In the 18 years since that ruling, 23 states and the District of Columbia have legalized adult-use marijuana and the federal government has allowed a multibillion-dollar cannabis industry to thrive.

Since both Congress and the U.S. Department of Justice, currently headed by Garland, have declined to intervene in state-licensed marijuana markets, the key facts that led to the Supreme Court’s 2005 ruling “no longer apply,” Boies said in a statement Thursday.

“The Supreme Court has since made clear that the federal government lacks the authority to regulate purely intrastate commerce,” Boies said.

“Moreover, the facts on which those precedents are based are no longer true.”

Verano President Darren Weiss said in a statement the company is “prepared to bring this case all the way to the Supreme Court in order to align federal law with how Congress has acted for years.”

While the Biden administration’s push to reschedule marijuana would help solve marijuana operators’ federal tax woes, neither rescheduling nor modest Congressional reforms such as the SAFER Banking Act “solve the fundamental issue,” Weiss added.

“The application of the CSA to lawful state-run cannabis business is an unconstitutional overreach on state sovereignty that has led to decades of harm, failed businesses, lost jobs, and unsafe working conditions.”

Source: https://mjbizdaily.com/marijuana-companies-suing-us-attorney-general-to-overturn-federal-prohibition/

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Alabama to make another attempt Dec. 1 to award medical cannabis licenses

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Alabama regulators are targeting Dec. 1 to award the first batch of medical cannabis business licenses after the agency’s first two attempts were scrapped because of scoring errors and litigation.

The first licenses will be awarded to individual cultivators, delivery providers, processors, dispensaries and state testing labs, according to the Alabama Medical Cannabis Commission (AMCC).

Then, on Dec. 12, the AMCC will award licenses for vertically integrated operations, a designation set primarily for multistate operators.

Licenses are expected to be handed out 28 days after they have been awarded, so MMJ production could begin in early January, according to the Alabama Daily News.

That means MMJ products could be available for patients around early March, an AMCC spokesperson told the media outlet.

Regulators initially awarded 21 business licenses in June, only to void them after applicants alleged inconsistencies with how the applications were scored.

Then, in August, the state awarded 24 different licenses – 19 went to June recipients – only to reverse themselves again and scratch those licenses after spurned applicants filed lawsuits.

A state judge dismissed a lawsuit filed by Chicago-based MSO Verano Holdings Corp., but another lawsuit is pending.

Source: https://mjbizdaily.com/alabama-plans-to-award-medical-cannabis-licenses-dec-1/

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