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Scotts Miracle-Gro sued over channel stuffing accusations

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A Florida retirement fund is suing Scotts Miracle-Gro (NYSE: SMG) and some of its executives over poor decisions that caused the value of the shares to fall damaging the group’s pension plan. The Hialeah Employees’ Retirement System is a benefit pension plan based in Hialeah, Florida filed a complaint last week in the Southern District of Ohio outlining the allegations of mismanagement at Scott’s. Scotts maintains its headquarters in Marysville, Ohio, which is situated in this District.

The pension fund claims it bought shares in the company during a period in which the value was inflated as investors were unaware of the true situation with the company’s finances. The market period was defined as between November 3, 2021, and August 1, 2023. They claim that once Scott’s told investors the truth about the financial situation, the shares sold off causing the fund to see its investment fall as well.

Accusations against Scotts

The main allegations against Scotts in the complaint revolve around inventory levels, debt levels, and maintaining a specific covenant of the debt regarding a debt-to-EBITDA ratio.

Stuffing the channels

The first complaint is that Scotts missed out on millions of dollars in sales in 2020 and 2021 due to a lack of inventory as it faced surging demand. The investors accused Scotts of buying too much inventory after having too little and then hiding the problem. They claim that instead of Scotts coming clean with investors over having more inventory than it could sell, it engaged in “stuffing the channels.” The complaint alleges that Scotts sales personnel pressured retailers to purchase more inventory than they wanted or needed. The court document read, “This scheme enabled Scotts to book as revenue the sales to its distributors and maintain earnings to debt ratios that just barely exceeded those required by its debt covenants.”

The investors also pointed to earnings calls in which the Scotts CEO Jim Hagedorn told investors about record shipments, which they say was a false claim.

Debt levels

The investors are also upset that at the beginning of the class period, Scotts held $2.3 billion of debt but by the end, Scotts’ debt had ballooned to $3.1 billion. The problem with the debt levels growing was that Scott’s has to maintain a debt-to-EBITDA ratio under 6.25 in order to remain in good standing on its debt. If the debt goes higher than the earnings by too much it breaches the debt covenants.

They alleged that by claiming the company had higher earnings, it wouldn’t trigger the debt covenants even as the debt was rising. However, quarterly sales were falling forcing the company to move the goalposts on the debt covenants to 7.0 times the debt-to-EBITDA ratio. That way the company could tell investors that it wasn’t in default of its debt covenants.

Had Scotts admitted it was in default, the investors claim the company’s lenders could have declared all outstanding indebtedness immediately due and payable.

Stock selloff

The main issue that caused the lawsuit was that Scott’s common stock plunged in value once the company told investors that it was having difficulties. When Scott’s reported its 2022 full-year earnings, the company cut its projections to roughly half of its prior guidance. The company also announced plans to take on additional debt to cover restructuring charges as it attempted to cut costs. Still, executives were optimistic, which the investor’s claim wasn’t warranted.

Then by the third fiscal quarter of 2023, the company slashed fiscal year EBITDA guidance by a staggering 25% and announced it had to take a $20 million write-down. The market responded with a selloff.

The complaint notes that Scotts had a closing price of $102.18 per share on June 7, 2022, which then fell to a closing price of $93.13 per share on June 8, 2022. As the executives began expressing the problems to the market, shares fell from $71.44 on August 1, 2023, to a closing price of $57.86 per share on August 2, 2023.

News of the investor lawsuit may have triggered more selling. The stock closed on June 7 at $68 and in early trading on Monday, shares fell to $65.

1845000-1845636-https-ecf-ohsd-uscourts-gov-doc1-143110141935



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Cannabis companies, big and small, collapsed in 2024

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As 2024 winds to a close, the year may well be remembered as one in which the U.S. marijuana industry got a serious wakeup call, with several big-name companies flaming out in spectacular fashion, while plenty of smaller operators also quietly closed up shop.

Even as more state marijuana markets continued their new rollouts – from New York to Ohio to Missouri – the sun set for the last time on several big marijuana names, including MedMen Enterprises, High Times, StateHouse Holdings and Slang Worldwide, all of which just a few years ago seemed poised to become national cannabis brands with impressive portfolios.

Instead, this year the bill came due for a lot of the industry. A few big-name cannabis failures kicked off the reckoning in 2023, such as the major distributor Herbl in California, which had such a web of connections and so much outstanding debt that its ripple effects went on for months. And when those bills arrived, a number of cannabis companies found they were unable to pay.

However, the big players were far from the only casualties this past year; there were also plenty of smaller businesses that went bankrupt or into court-appointed receiverships for various reasons, including Unrivaled Brands, Irwin Naturals, Delta 9 Cannabis and Revolutionary Clinics.

But it wasn’t all bad news for the industry. It’s also worth highlighting the high-profile turnaround of California-based cannabis delivery operator Eaze, which took a wealthy patron to save the business from its troubles.

Eaze even told shareholders in the fall that it was prepping to lay off all employees and close down by the end of the year, before its new owner, billionaire James Henry Clark, resuscitated the company with $10 million of his own money in November after buying the business at auction in August.

Here’s a rundown of some of the high-profile cannabis collapses of 2024 and how they went bust.

MedMen Enterprises

MedMen was by far the highest-profile washout of the year. Originally a darling of the California medical marijuana boom prior to going public in 2018 (CSE: MMEN), the former unicorn formally filed for bankruptcy in Canada and a court-appointed receiver in the U.S. in April, after the company ran up nearly $600 million in debts during a multiyear expansion push that ultimately proved fatal.

Warning signs existed for years before MedMen’s collapse. Founding CEO Adam Bierman suddenly relinquished control of the struggling business in 2020, amid mass layoffs at the multistate operator and ongoing sale of assets in a desperate attempt to right the financial ship. Co-founder Andrew Modlin also resigned at the time.

Even so, four years of a revolving C-suite and new corporate strategies came to naught, and MedMen’s former national empire – which spanned seven states and more than two dozen retail dispensaries – has been resigned to the auction block.

High Times

High Times’ foray into the actual marijuana plant-touching business came to a ruinous conclusion this year when its assets went up for auction after it couldn’t repay a $29 million loan.

The original stoner magazine, which dates back to 1974, pivoted from cannabis media directly into selling marijuana in 2020 with the purchase of 10 California dispensaries from Harvest Health and Recreation for $80 million in a combination cash-and-stock deal.

The parent company, Hightimes Holding Corp., never truly found its footing in the tough California market and endured critical press for years as it struggled. Hightimes Holding Corp. tried to go public in 2023 via a complex intellectual property deal with Lucy Scientific (Nasdaq: LSDI), but that fell apart after a lawsuit from U.S. securities regulators alleged fraud and illegal stock promotion by CEO Adam Levin, which resulted in a settlement of more than $500,000.

High Times was ultimately forced to begin selling off dispensaries and assets this year to settle a $29 million debt to ExWorks, under the management of a court-appointed receiver.

StateHouse Holdings

Originally known as Harborside – a major part of cannabis activism in Northern California during the height of dispensary raids in the Bush and Obama years – StateHouse earlier this year was relegated to bankruptcy in Canada and a court-appointed receiver in the U.S., driven by a lawsuit over $116 million in debt owed to one of its creditors.

Harborside was rebranded as StateHouse in 2022, three years after it was taken public in 2019 by brothers Steve and Andrew DeAngelo, who said later they were forced out by what they described as a hostile takeover. After the DeAngelos were removed, new company leadership went on an acquisition spree, purchasing three companies in the span of a year and rebranding in a bid to become a more powerful overall California brand.

But the move backfired, and it proved too much too quick. StateHouse found itself unable to repay loans from creditor Pelorus Fund, and Pelorus filed suit in September to force StateHouse’s hand.

StateHouse has since been put up for sale, and the receiver in charge is taking bids for assets until Jan. 15, 2025.

Slang Worldwide

At its height, Toronto-based Slang Worldwide distributed cannabis goods to 2,600 dispensaries in 15 states. But in November, the company declared bankruptcy in Canada and entered a receivership in the U.S., after seven years in the marijuana trade, and reported pared-down operations in only Colorado and Vermont.

Slang drew far less media attention than MedMen and High Times, and its quiet path to insolvency arguably more reflects the broader troubles of the U.S. and Canadian cannabis industries in general. After ambitious expansion for several years, Slang was forced to pull out of several key markets, including California, Oklahoma and Oregon, in 2023 as conditions worsened for it and other operators.

More trouble appeared on the horizon as recently as fall 2023, when Slang essentially put itself up for sale when it retained PGP Capital Advisors to evaluate its options.

The bottom line was the company didn’t have $17 million with which to repay creditors when at least one loan comes due in 2025. Slang formally entered bankruptcy in Canada on Nov. 26, according to receiver B. Riley Farber’s website, and a meeting of creditors was scheduled for Monday this week.

In a trustee report, Farber wrote that Slang had just $107,325 in total assets, including $52,529 in cash, against $27.2 million in debts to various creditors.



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Appeals court ruling deals blow to Cannabis Commission – Cannabis Business Executive

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