Dentalcorp Holdings Ltd. (DNTL) Earnings Call Transcript & Summary

Welcome to the Annual General Meeting of Shareholders of dentalcorp Holdings Ltd. Please note, the meeting is being recorded. I would like to introduce Graham Rosenberg, Chief Executive Officer of the company and Chairman of the Board of Directors. Mr. Rosenberg, please go ahead.

Good morning, ladies and gentlemen. We would like to welcome you to dentalcorp's Annual General Meeting. My name is Graham Rosenberg, and I'm the Chief Executive Officer of the company and Chairman of the Board of Directors. To proactively deal with the unprecedented public health impact of the COVID-19 pandemic and to mitigate risks to the health and safety of our communities, shareholders, executives, employees and other stakeholders, the meeting is being held as a virtual meeting in what I hope is dentalcorp's first and last virtual AGM. Although we are disappointed that we cannot see each of you today, on behalf of the Board, I want to offer my sincere hopes that all of our shareholders, team members and communities are on the road recovery as soon as possible as we make our way to brighter days. As with any technology, unexpected glitches may occur with this meeting and potentially to my or your Internet connections. But our service providers for this platform are very experienced in running this type of meeting and will do their best to assist with any technology-related issues. Given the virtual format of today's meeting and in order for us to expediently undertake the business to be conducted at this meeting, we would request that our shareholders or duly appointed proxy holders who have specific comments or questions or unformal items of business to submit their questions or comments via the Ask a Question icon, clearly identifying the applicable item of the formal business. During the course of this meeting, at the appropriate time, such submissions will be addressed prior to voting on the applicable motions. Following the formal business of the meeting, I will answer any questions, and I'm joined here by my management team, Guy Amini and Nate Tchaplia. If you have any questions not specifically relating to an item of formal business to be discussed at today's meeting, please feel free to submit those questions at any time, and we will do our best to ensure that such questions are addressed at the conclusion of the meeting. We will do our best to answer all such shareholder questions, but if for any reason we are unable to do so, we will endeavor to follow up with you after the meeting. I would also like to provide the caution that to the extent we make forward-looking statements about our business or prospects in the course of today's meeting, any such statements are based on management's beliefs and opinions and are subject to risk and uncertainty that may cause actual results to vary. I will direct you to the detailed discussion of risk factors set out in our annual information form for the financial year ended December 31, 2021. We have 3 matters of formal business to conduct today: the presentation of our 2021 financial statements; the election of our Directors; and the reappointment of the company's auditors for the coming year and authorization of the Directors of the company to fix such auditors' remuneration. While the practice generally adopted at shareholder meetings is for a motion to be made by one person and seconded by another, such a process is not necessary at all times. In accordance with the articles of the company and in light of the current context of the virtual meetings, we will forgo having seconders for the formal business specified in the notice of this meeting and I shall move all motions. The meeting is now called to order. In accordance with the company's articles, I will preside as Chair of this meeting, and Stu Miller, Deputy General Counsel of the company, will act as Secretary of the meeting. I hereby appoint TSX Trust Company through its representative, Rebecca Prentice, to act as Scrutineer for the meeting. The Secretary has advised me that the notice calling this meeting together with the form of proxy on management information circular and the annual financial statements and related NDA for the financial year ended December 31, 2021 and the auditor's report thereon, have been properly sent to each Director of the company, the auditors of the company and each intermediary and registered 4:10 [indiscernible] of the company of record on April 11, 2022, being the record date for the purpose of determining which shareholders are entitled to receive the notice and vote at this meeting in accordance with the notice and access to the very procedures as provided under Canadian securities laws. Additional copies of these materials are also available online on the company's SEDAR profile. I will be -- I will dispense with the reading of the notice of meeting. The Scrutineer has provided me with his preliminary report on attendance at this meeting, and I confirm that the requisite form of shareholders is present in person or represented by proxy. Accordingly, I declare that the meeting is duly and properly constituted for the transaction of business, and I direct that the confirmation of mailing of the notice of meeting received by the TSX Trust company and the Scrutineer company reports [indiscernible] annex to the minutes of the meeting. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or duly appointed proxy holder you are using your control number to log into the meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot. If you have not already voted by proxy and you vote again at ballots during the meeting, your online vote will provoke your previously submitted proxy. If you have already voted by proxy and you do not wish to revoke a previously submitted proxy, do not vote again during the online ballot. The polls will be opened for all items of business to be voted on at the same time. This will allow you to vote on each item immediately, or if you prefer, you may wait until the conclusion of discussion on each item right before casting your vote. The items of business to be voted on and your available voting options will be visible on the voting panel on the screen by picking the voting icon, Submit a Vote. Please click on the voting choice displayed on your screen. Once discussion is completed on all items of business, we will provide a few additional moments for you to enter your votes. I will then declare voting closed on all matters of business. And I declare the online voting polls open on all items of business. The first item of business is the presentation of the company's financial statements and the auditor's report thereon. We will dispense with the reading of the auditor's report. These documents are now placed before the meeting. Nobody is required for the reception of these documents. Accordingly, I declare that these documents have been received. As previously noted, there will be a question-and-answer period after the formal business of the meeting is completed and management will be available to answer any questions. The next item of business is the election of Directors. The number of Directors to be elected at this meeting has been set by the company's Board of Directors at 8. The circular of this meeting set out in the details -- sets out the details of 8 individuals nominated for the election of the Board. Pursuant to the circular, the following 8 individuals are the nominees for election considered Directors for the company to hold out [indiscernible] until the close of the next Annual General Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles of the company: Graham Rosenberg, Andrew Taub, Rajan Shah, Jeffrey Rosenthal, Gino Volpacchio, Sandra Bosela, Robert Wolf and Stacey Mowbray. As the company did not previously receive timely notice of any further nominations or [ precedence ] for election as Directors of the company as required by the advance notice provisions of the company's articles, I declare the nomination is closed. Mr. Miller, can you please advise whether any questions have been received on this matter from the participants of this meeting?

Ms. Chair, I will pause for a moment to allow for questions to be submitted. Mr. Chair, I confirm that we have not received any questions from shareholders specifically on this item.

Thank you. We will now conduct a vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options by ticking the voting icon. If you have previously submitted a complete a proxy, you will have voted in respect of this item of business and it is not necessary to vote again on this ballot. We will now proceed to the reappointment of the company's auditors. I move that Ernst & Young LLP, chartered professional accountants -- chartered accountants, licensed public accountants be reappointed as auditors of the company until the close of the next Annual General Meeting of Shareholders or until the successors are appointed and that the Board of Directors be authorized to fix the auditor's remuneration. Mr. Miller, can you please provide whether any questions have been received on this matter from the participants at this meeting?

Mr. Chair, I will pause for a moment to allow for questions to be submitted. Mr. Chair, I confirm we have not received any questions from shareholders specifically on this item.