The talk of expanded marijuana legalization is starting to pop up in SEC filings for non-cannabis firms in sectors such as alcohol, pharmaceuticals, finance and behavioral health. Pictured: A man sports a marijuana leaf lapel pin at the Colorado Symphony's Classically Cannabis private fundraising event May 23, 2014 in Denver. (Denver Post file)

The non-weed biz world is zeroing in on legalization

Public companies with no direct ties to cannabis are increasingly addressing legalization in SEC disclosures

As companies like Scotts Miracle-Gro and Microsoft dabble in the legal cannabis industry, financial analysts said it was only a matter of time for other traditional businesses to join the fray.

Any given number of market research or economic impact studies have alluded to the potential of marijuana becoming a big business. Investment banker Cowen and Company’s multi-sector look into the industry was none different: Marijuana could be a $50 billion market by 2026, if weed were to become legal on the federal level, according to the report.

“I don’t think you need federal legalization to get investors interested,” said Vivien Azer, a Cowen analyst who co-authored the report. “I think you need critical trends.”

The very mention of “marijuana” has increased dramatically in U.S. Securities and Exchange Commission filings in recent years — 99 mentions in 2012 to 1,121 mentions in 2015, according to The Cannabist’s review of SEC documents. Separately, filings that included the term “cannabis” totaled 31 in 2012 and 562 in 2015.

And while some publicly traded companies in the cannabis industry — including those that jumped ship from the energy industry — are banking on more states adopting marijuana-friendly laws, the temperature of traditional, non-cannabis businesses appears somewhat tepid for now.

During the 12-month period that ended on Oct. 31, 2016, only a few publicly traded non-cannabis companies addressed the potential impacts of broader marijuana legalization on their respective businesses in their quarterly or annual SEC filings. (Note: This brief look does not account for companies such as Scotts, which has invested hundreds of millions of dollars in hydroponics and has had its executives extol the potential of legal cannabis, but has not explicitly mentioned “marijuana” or “cannabis” in its filings).

Here’s a closer look at how the talk of expanded marijuana legalization is starting to pop up in SEC filings for non-cannabis firms in sectors such as alcohol, pharmaceuticals, finance and behavioral health.

Marijuana as a ‘risk factor’

Cowen and Company’s equity research report on cannabis projected that tobacco firms could land a 20 percent slice of that $50 billion pie.

The biggest players in tobacco have weighed jumping into this industry, but say they are not making any moves into the sector, according to USA Today.

Other firms that potentially could be harmed by a budding cannabis industry haven’t kept quiet.

Legal cannabis poses a threat to the $200 billion U.S. alcoholic beverages industry, Cowen analysts said.

When comparing the incidence rates of cannabis use among men, Azer found that cannabis appears to have gained share at the expense of alcohol from 2014 to 2015. Additionally, during the past 10 years, the risk perceptions around cannabis have declined while the opposite can be said for alcohol, according to the Cowen study.

“While the alcohol beverage category has looked insulated from cannabis thus far (from a revenue perspective), with the legal market still in its infancy we think the risk to alcoholic beverage consumption will become increasingly apparent,” researchers wrote in the report.

Some members of the alcohol industry believe that to be the case, according to a September report published by The Intercept. Noting the Beer Distributors PAC made a $25,000 contribution to the anti-legalization campaign in Massachusetts, the article references SEC filings made by the makers of Jack Daniel’s Tennessee Whiskey and Sam Adams beer.

Since 2013, Brown-Forman, the maker of Jack Daniel’s, has tossed legal marijuana in among “risk factors” — uncertainties and events that could affect the business and financial results — listed in its annual report.

The Louisville, Ky.-based Brown-Forman’s annual filing (10-K) made in June:

We are a branded consumer products company in a highly competitive market, and our success depends on our continued ability to offer consumers appealing, high-quality products. Consumer preferences and purchases may shift due to a host of factors, many of which are difficult to predict, including changes in economic conditions, demographic and social trends, public health policies and initiatives, changes in government regulation of beverage alcohol products, the potential legalization of marijuana use on a more widespread basis within the United States or elsewhere, and changes in travel, leisure, dining, gifting, entertaining, and beverage consumption trends. Consumers also may begin to prefer the products of competitors or may generally reduce their demand for brands produced by larger companies…

Phil Lynch, a Brown-Forman spokesman, wrote in an e-mail to The Cannabist that he could not say much beyond the SEC filings.

“There’s just not enough data out there to know what impact widespread legalization could have on our business, but we identify it as a potential risk, just as we identify other potential issues as risks,” Lynch wrote.

Tagged cannabis plants grow in the Outliers Collective's cultivation facility in San Diego County, California. (Vince Chandler, The Denver Post)
A light shines behind plants growing in the indoor cultivation facility for The Outliers Collective, a California medical marijuana dispensary in San Diego, on Oct. 19, 2016. (Vince Chandler, The Denver Post)

Since 2015, Boston Beer Co., the maker of Sam Adams, referenced cannabis in noting that “changes in public attitudes and drinker tastes” could harm the business.

“Certain states are considering or have passed laws and regulations that allow the sale and distribution of marijuana. It is possible that legal marijuana usage could adversely impact the demand for the Company’s products,” the firm stated in its annual filing made in February.

Separately, Boston Beer hasn’t completely shunned the marijuana industry. In May, the craft brewer entered into a land deal with Denver-based AmeriCann, selling the medical marijuana facilities company a 52-acre parcel of land in Freetown, Mass., for $4.15 million, the Boston Business Journal reported.

Officials for Boston Beer Co. could not be reached for comment.

“The read on the beer category right now is a little tough,” Azer said.

The data are limited to begin with; plus the majority of the states that have legalized the recreational use of marijuana — Colorado, Oregon, Washington — are hubs for the craft beer industry, she said.

Some pharmaceutical companies also have raised concerns about legalization.

Chandler, Ariz.-based Insys Therapeutics, which is in the business of developing synthetic cannabis drugs such as dronabinol, has emerged as a foe of marijuana legalization in its home state of Arizona.

Insys, in its recent annual filing, noted concerns about “natural cannabis” and the legalization of marijuana:

In addition, literature has been published arguing the benefits of natural cannabis, or marijuana, over dronabinol, and there are a number of states that have already enacted laws legalizing medicinal and recreational marijuana. There is some support in the United States for further legalization of marijuana. We also cannot assess the extent to which patients utilize marijuana illegally to alleviate CINV (treating nausea from chemotherapy), instead of using prescribed therapies such as approved dronabinol products.

Keeping a close watch

Some companies involved with handling money are trying to wrangle some murky banking laws related to legal cannabis.

ATM-maker Diebold, which is a few years out from exiting its controversial run in the electronic voting machine business, has started disclosing to investors the challenges that persist between the financial industry and legal cannabis:

Recent legalization of marijuana in more than 20 states has posed legal challenges under the Bank Secrecy Act. It is a criminal offense under the Bank Secrecy Act to engage in certain financial and monetary transactions with the proceeds of a “specified unlawful activity,” including proceeds from marijuana-related violations. The proliferation of marijuana-related business in the states that have legalized marijuana makes it increasingly difficult for Diebold and Wincor Nixdorf and their financial institution clients to comply fully with the Bank Secrecy Act. Although the Financial Crimes Enforcement Network has issued a guidance related to the subject, it remains unclear how financial service providers, including the ATM industry, should ensure compliance with the Bank Secrecy Act when dealing with proceeds from marijuana-related businesses. Diebold and Wincor Nixdorf will continue to monitor legal and regulatory developments in this area.

Credit card giant MasterCard Inc. started to address the marijuana industry in its most recent 10-K, filed in February:

Additional Regulatory Developments. Various regulatory agencies also continue to examine a wide variety of issues that could impact us, including evolving laws surrounding marijuana, prepaid payroll cards, virtual currencies, payment card add-on products, identity theft, account management guidelines, privacy, disclosure rules, security and marketing that would impact our customers directly.

Money laundering is a noted potential concern for some operators of casinos in Colorado’s mountain town of Black Hawk. Pinnacle Entertainment Inc., which runs the Ameristar Casino Resort Spa, and Isle of Capri Casinos Inc., operator of the Isle and Lady Luck casinos, both disclosed in SEC filings the Colorado Division of Gaming’s Nov. 3, 2015, bulletin that legal and illegal marijuana operations could be utilizing casinos to exchange their cash for larger bills, slot machine tickets or cashier’s checks.

Hedging bets

Atacama Resources, a Florida-based mining company that recently branched out into the smartphone app business, has disclosed in SEC filings that increasing marijuana legalization could materially impact its app Good2Drive, which gauges users’ alertness:

It is important to describe the science of the pioneering Good2Drive alertness test. If Good2Drive can replace the breathalyzer for alcohol while adding conclusive criteria regarding marijuana and other impairment issues, the impact on our nation’s roads will be immeasurable. With several states now having legal marijuana and more states to follow, marijuana will become a more serious issue in regard to driver impairment. When we add to that the millions of people using prescription and illegal drugs that clearly diminish the person’s ability to avoid accidents in emergency situations and we have to conclude that roads will become unsafe at an alarming rate.

Other companies such as LifeLoc Technologies are in the process of developing new cannabis-specific offerings in their current lines of business. Wheat Ridge-based LifeLoc is utilizing a grant from the Colorado Office of Economic Development to develop a marijuana breathalyzer and solve the challenge that “THC is exhaled in the breath in much smaller amounts than alcohol, which therefore requires that the analysis be performed on a larger sample from the exhaled breath.”

While LifeLoc cannot make any guarantees of the potential success for the product, the work is expected to be completed by Aug. 31, 2017, the company has disclosed.

Then there’s Alanco Technologies Inc., a Scottsdale, Ariz.-based energy and tech firm that recently changed course and entered the behavior health arena.

In its first acquisition, that of Bella Monte Recovery, a 38-bed 12-step drug treatment facility in California, officials noted that the behavioral health market is growing due to “expanded availability of drugs, including marijuana, and the continued need for prescription drug and alcohol treatment.”

David Johnson, a former executive of Arizona treatment centers and companies, now serves as Alanco Behavioral Health’s president.

“I believe that the growth (in behavioral health) is inevitable,” he said in an interview. “We have a continued need for services and a lack of providers. We also have an increased amount of people in need of treatment — more slanted toward opioid addiction and the crisis around that.”

Anecdotally, there is a correlation between treatment need and a greater number of states adopting marijuana legalization, Johnson said. It’s a statistical probability, he said, that the more people who use drugs, the more need there will be for treatment.

“We’re seeing an increased amount of inquiry calls for people in need of cannabis dependence treatment,” he said.