Re: Corporate Governance, Accountability, and Transparency .My first previous post raised a number of questions which may have been interpreted as questioning the competence, integrity and performance of the current executive management team of Ascent Industries Corp. (including its affiliates and subsidiaries) (the "
Company"), specifically (i) Paul Dillman, CEO & Director, (ii) Mark Lotz, CFO & Director, and by association (iii) Garett Senez, VP Marketing (the "
Current Management").
Two members of the Current Management team have effectively been in place since April 26, 2019 (*5-months ago) when as I understand they were unilaterally nominated and confirmed by Drew Malcolm on behalf of a group of concerned shareholders (the “Concerned Shareholders”); a group whom collectively control(led) approximately 53% of the outstanding common shares of the Company.
It is worth not losing sight that Current Management are purportedly supervised by (i) Jeremy South, Chairman of the Board, (ii) David Hurford, Director, and (iii) Mahony Cai, as well as the Company's CEO, Paul Dillman and CFO Mark Lotz (collectively, the "
Board of Directors").
What I meant to do was to interspectively question whether the Company's Current Management and Board of Directors are cognizant and in compliance of their Fiduciary Duties to all of the Company's shareholders (which may still include friends and family of the Company's former officers and Directors, Philip Campbell, Reid Parr and James Poelzer (among others) - the widely alleged causation of the Company's predicaments).
1) Bi-Weekly Default Status Report:
I initially questioned whether Current Management were simply too inept to publish (a cut and paste) press release on time.
Whether it is ineptness, something as innocent as not having adequate support staff (i.e. mismanagement), or something more nefarious (such as willful negligence, professional misconduct, fraud, etc.) is not for me to decide. What I can tell you is that Current Management are almost certainly indemnified by the Company, which likely carries Management Liability Insurance on their behalf (see the Monitor Reports).
This however, does not excuse Current Management of failing to comply with NP 12-203 until such time that the CCAA Proceedings conclude, or until the default is making the Annual Filings are remedied.
"The Company reports that since its news release of August 14, 2019, there have been no material changes regarding the information contained in that news release. Further, there is no other material information concerning the affairs of the Company that has not been generally disclosed. The Company confirms that, since its news release of August 14, 2019, there have been no failures by it in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines under NP 12-203, and the Company intends to file the Annual Filings as soon as possible."
Forgive me for questioning whether the underlined statement above is an accurate representation of the current affairs of the Company given the lack of transparency.
All the Company's shareholders should ask themselves:
(a) what are the consequences of failing to comply with NP 12-203?;
(b) is Current Management intentionally testing the securities commission to find the Company in default (and if so, who advised them to do so)?;
(c) what are the risks and consequences of defaulting?;
(d) would the Company be delinted, and if so, what would happen to all shareholders' equity?; and
(f) Cui Bono (to whom is it a benefit)?
As it stands, it appears that Management is making a habit of stretching the required by-weekly disclosures to a three week period.
2) CCAA / Stay Extension Order Update(s) / Monitor Report(s):
As previously stated, Current Management has not provided any updates on the progress of the CCAA proceedings, inclusive of the Stay Extension Order which is set to expire this Friday September 27 since July 30 (*~3-months ago). The only sources of limited information and insight have been the Ernst & Young CCAA Monitor Reports, the last of which was published over 2-months ago.
All the Company's shareholders should ask themselves:
(a) is Current Management intentionally withholding an update (and if so, why)?;
(b) what happens if the Court does not provide another Stay Extension Order?;
(c) what happens to the Claims Process, list of Creditors (whether good or bad)?;
(d) what is happening with the Claims Process and voluminous list of secured Creditors?;
(e) what is happening with what we last heard was potential litigation against the Company?;
(f) what happens to Oregon and Nevada (and why no news about operations there - this should at least be the one thread of hope - yet nothing - are they lame ducks hemorrhaging money)?;
(g) who benefits from this apparent secrecy (and how)? and
(h) how will the Honourable Court react to the lack of corporate governance, accountability and oversight? (rumor has it that she's a tough cookie)
Should the Company's shareholders be expecting a Sixth Monitor Report any time soon, or has Ernst & Young been sidelined, dropped the ball, or are they possibly colluding with Current Management?
3) CEO Updates (nearly 2-months of utter silence):
CEO and Director Paul Dillman came out of the gate swinging with promises of corporate governance, accountability, transparency, and most importantly hope. However, that appears to be just hollow rhetoric and empty promises.
Aside from the lack of communication, does Current Management even have a Business Plan formulated yet (5-months into the job)? Will Paul Dillman eventually elaborate on his implied statements that the Company will change its name, stock symbol, etc. or is the current situation so untenable that even this industry heavyweight has burnt out so early on into his tenure that he's throwing in his gloves?
When will Current Management call the delayed Annual General Meeting (the "AGM"), or have they forgotten about their press release on May 16 delaying the scheduled June 6 meeting (*nearly 4-months ago)?
4) 2018 Tax Filings:
CFO and Director Mark Lotz was billed as bringing "a wealth of experience in business, tax and consulting". However, after 5-months on the job this CPA appears either ineffectual, checked-out, or simply unwilling to file the Company's Financial Statements and tax filings. Why?
The Company surely had auditors prior to the revelation in the Sixth Monitor Report that Current Management were seeking funds to engage Meyers Norris Penny LLP (“MNP”) in late July (*2-months ago). What happened to results of other audits - are the contents simply "that" sensitive or did Current Management find irregularities they may need to clear up (caused by any of the previous C-Suite)? and if so, are any of those "irregularities" under investigation or scrutiny?
The lack of updates from Current Management (a thereby oversight by the Board of Directors) on this issue are abhorrent. It seems apparent that these delays will not end well, nor be looked upon kindly by CRA (among other agencies).
5) Additional Observations and Questions: (a) The once vocal Drew Malcolm and his Concerned Shareholders have fallen deftly silent - why? This group pressed hard for the SGM, yet have evidently sat by for nearly 4-months without even a rumble to demand the AGM - who muzzled this veracious investors?
(b) The Board of Directors is either incapable of oversight, complicit or blind to Current Management's conduct.
(c) Is / are there a criminal investigation(s) enclosing on the Company and/or any of its former employees as implied in a number of press releases and Monitor Reports?
(d) Curious how "CupcakeBazaar" and "GreenTitan" haven't questioned my previous statement of fact? I thought of all Company proponents they would come to it's defense!
(e) Class-Action Certification, as tempting as it sounds may be as effective as getting blood from a stone. Despite Management Liability Insurance, who's to say that the Company won't be bled dry - the appropriate target would be up to attorneys to determine, whether that be original C-Suite, 3rd parties, or somewhere in between.
(f) Coming to terms with possibly being conned by individuals who may (or may not) have set this up as an IPO scam (akin to a Chinese tech company IPO) will be difficult for many shareholders to come to terms with. I'm reminded of the 2014 Alibaba IPO and subsequent Class-Action cases in California and New York (both of which have been recently settled).
To avoid such an event what you can do is demand change, demand Corporate Governance, Accountability, and Transpacency from Current Management and the Board of Directors.
If you want to just write off your investment that is your prerogative, but your hands will be tied while Current Management navigates the rest of CCAA proceedings (unless that is the Honourable Court decides to throw it out).
GLTO