Curaleaf Holdings, Inc. (CURA) Earnings Call Transcript & Summary

Thank you for standing by. This is the conference operator. Welcome to the Curaleaf Holdings, Inc. Annual General Meeting. The conference is being recorded. [Operator Instructions] I would now like to turn the conference over to Joseph Lusardi. Please go ahead.

Good afternoon. My name is Joseph Lusardi, Chief Executive Officer of the company; and on behalf of our management and directors, I would like to welcome you to Annual General Meeting of Shareholders of Curaleaf Holdings, Inc. I will be acting as Chair of the meeting today. On behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance of today's meeting. As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. One, registered shareholders and duly appointed proxy holders who wish to communicate with members of the management team and the Board or who wish to present or ask a question in respect of a motion may do so using instant messaging on the Lumi virtual interface. Please note that there will be a slight delay in the publication of the communications received. Two, as described in our management proxy circular, duly appointed proxy holders were required to register with our transfer agent and obtain a control number prior to this meeting in order to participate, vote and ask questions during the meeting. Three, when asking a question, please indicate which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Four, questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting, provided that the questions regarding procedural matters are directly related to the motions before the meeting may be addressed during the meeting. Five, questions or comments containing inappropriate language or that are otherwise disruptive to the orderly conduct of the meeting for all shareholders will not be published nor answered. Six, questions which are already answered or that are redundant or repetitive will not be published nor answered. Seven, for the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on all business items at the same time. Voting will be open at the beginning of the formal part of the meeting, and will remain open throughout the same. This will allow you to choose to vote on each resolution as soon as voting opens a wait until the conclusion of the discussion on each resolution prior to casting your votes. Only registered shareholders and duly appointed proxy holders of the company are permitted to participate in the voting. When you are asked to vote, you will receive a message on the virtual platform requesting you to register your votes. You will only have a certain period of time to do so. I would also like to advise everyone that certain of the comments you will hear today are forward-looking statements that involve assumptions, risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. We refer you to our disclaimer regarding forward-looking statements contained in our annual Information Form for the year ending December 31, 2019, which was filed on SEDAR on September 25, 2020. Please note that only registered holders of common shares of record as of October 22, 2020, or their duly appointed proxy holders are permitted to participate, ask questions and vote at this meeting. The formal part of the meeting should last around 20 minutes. We will then move on to a presentation by Chief Financial Officer, Mike Carlotti, which will last between 20 and 30 minutes. Finally, we will end the meeting with a short moderated questions-and-answer period to answer a few questions from shareholders. To expedite the formal part of the meeting, I will move and second all motions. We will now proceed with the formal portion of today's meeting. Please note that voting is now open and will remain open throughout the formal portion of the meeting. I call to order the annual meeting of the company's shareholders. With the consent of the meeting, I appoint Peter Clateman, acting General Counsel of the company to act as Secretary for the meeting. In addition, and with the consent of the meeting, I appoint Odyssey Trust Company through its representatives as Scrutineer. The Scrutineer will report on the number of subordinate voting shares and multiple voting shares represented in person and by proxy at this meeting, calculate the votes and report the results. The Scrutineer has provided me with a copy of their report, which indicates that at least 2 shareholders of the company are present, represented by proxy. This meets the quorum requirement in the company's articles, and as such, we are permitted to proceed with the meeting. A copy of the final report on attendance will be filed with the records of the meeting. I have here the certificate of our transfer agent, Odyssey Trust Company, indicating that proper notice of the meeting has been given in accordance with applicable corporate and securities laws and the articles of the company. Accordingly, unless there is an objection, I will dispense with reading of the notice of the meeting, I direct that a copy of the notice with proof of mailing to be kept by the secretary with records of the meeting. The purpose of today's meeting are set out in the detail in the management information circular dated October 25, 2020, and copies of the circular were made available to shareholders on October 30, 2020, together with the notice of the meeting and the form of proxy. Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR website. For the purposes of the meeting today, voting on all matters will be conducted by a single ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. When you were asked to vote you'll receive a message on the virtual platform requesting you to register your votes. You will only have a certain amount of time to do so. After you register your votes for each for all business items of today's meeting, the Scrutineer will compile the votes in respect of each business item. You should know that proxies lodged before this meeting allow management of the company to cast a significant number of votes. Based on the number of shares represented at this meeting, the members of the management here with me today will be able to determine the outcome of all motions that will go forward that go to a vote today. I may therefore declare the motions, which will go to a vote today as carried, even though all votes may not have been counted or a final report may not yet be available. I shall do this to keep up the pace of the meeting. Under the company's articles that Chair of the meeting had proposed motions and no motion proposed at a meeting of shareholders as required to be seconded. In order to expedite the meeting, I'll propose certain motions and will not call for a seconder. But this is in no way intended to inhibit any questions or discussion with respect to motions. I now declare that this meeting was properly called and duly constituted for the transaction of business. The first item of business is the presentation of the company's consolidated financial statements for the fiscal year ended December 31, 2019, as well as the auditor's report thereon. These financial statements and auditor's report were made available on the SEDAR website under the company's profile on March 26, 2020. The financial statements are also made available on the Odyssey Trust site on October 30, 2020, as required for notice and access. Unless there is an objection, I will dispense with the reading of the ADOS report. We will entertain any questions with respect to financial statements and the general question period. We now move to the next item on today's agenda. The articles of the company require a minimum of 3 directors of the company. There are currently 6 directors of the company. I move to set the number of directors on the Board of Directors of the company at 7. The motion is now on the floor. Is there any discussion on the motion? As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. We will therefore continue with the next item of business. Unless there are any questions or discussions, I will move to the next item of business. The next matter to be acted upon is the election of 6 individuals to the Board of Directors. The term of office of the directors is from today until the next annual meeting of shareholders or until such time as their successors have been duly elected or appointed. The circular contains information on each of the 6 nominees recommended for election as directors. As outlined in the circular, the following individuals have each been nominated to hold office until the close of the next annual meeting of shareholders or until their successors are duly elected or appointed. They are Boris Jordan, the Chairman of the Board of the company; Joseph Lusardi, Jaswinder Grover, Karl Johansson, Peter Derby and Mitchell Kahn. Each of the persons nominated has confirmed that he is prepared to serve as a director. Each of them qualifies as a service a director under the provisions of the Business Corporations Act, British Columbia. Given that no nominations were received in accordance with the provisions contained in the company's articles, I declare the nominations to be closed. I move to nominate the directors as set forth in the circular. The motion is now on the floor. Proxies have been solicited for each of the 6 proposed qualified persons listed in the circular. The form of the proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually. Is there any discussion on the motion? As mentioned being this meeting, voting today will be conducted by a single electronic ballot. Unless there are any questions or discussions, I will move to the next item of business. The next item of business is the appointment of the auditors of the company for ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. I move that Antares Professional Corporation, Chartered Professional Accountants, formerly known as Personal Finance Consulting, professional company, charter professional accountants, be appointed auditors of the company until the next annual meeting of shareholders and that the directors be authorized to fix their remuneration. Is there any discussion on the motion? As previously mentioned, the voting today will be conducted by a single electronic ballot. Voting opened at the beginning of the formal part of the meeting, if you have not yet cast your vote or you expect to each of today's business items for this meeting, please do so now. Please register your votes by accessing the voting page when prompted and by pressing on the For or Against buttons next to the resolutions of respect to the setting of the number of directors of the company and by pressing on the For or Withhold buttons next to the name of each proposed director, and next to the resolution with respect to appointment of Antares Professional Corporation, Chartered Professional Accountants as the company's auditors. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. We will wait for a few moments for the completion of the electronic ballots and then move on with the remainder of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately one minute to complete the electronic ballots. Once voting is completed, I would ask the Scrutineer to compile the report regarding the results of the voting on all business matters. We will reconvene in a few moments with the Scrutineer's report and voting results.

This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.