Planet 13 Holdings Inc. (PLTH) Earnings Call Transcript & Summary

Hello, and welcome to the Planet 13 Holdings meeting 2020. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Robert Groesbeck. The floor is yours.

Thank you, and good afternoon, everyone. On behalf of the Board of Directors and management of Planet 13 Holdings Inc., it is my pleasure to welcome you to Planet 13's Annual Meeting of Shareholders. My name is Robert Groesbeck, the Co-Chief Executive Officer and a Director of the company and the Chairman of today's meeting. In light of the current COVID-19 public health emergency, this meeting is also being held virtually on the Lumi virtual shareholder meeting platform. Registered shareholders and duly appointed proxy holders attending the meeting be permitted to vote and to submit questions and comments to the moderator to be read and addressed at the meeting. [Operator Instructions] Before we begin, I would to take this opportunity to enjoy -- to introduce members of the company's Board of Directors who are in attendance with us today, Michael Harman, Adrienne O’Neal; Larry Scheffler, Co-CEO and Director, is present by phone. And also representing senior management, I'd like to introduce Dennis Logan, Chief Financial Officer; Leighton Koehler, General Counsel. With that introduction, I'd now like to call this meeting to order. In order that the meeting covers all the business for which it was convened within a reasonable time frame, we have prearranged with certain persons attending this afternoon to make and second motions, namely Dennis Logan and Leighton Koehler. This procedure is not an attempt to discourage participation, and there will be ample opportunity during the course of the meeting to ask questions. After the formal business is attended to, and we have updated you as to the business and affairs of the company, we will have an open question-and-answer period. I do note that in our discussion today, we may provide forward-looking statements, whether we do this in our presentations or in our answers to questions. These forward-looking statements include, but are not limited to, statements concerning Planet 13's objectives, its strategies to achieve those objectives as well as general statements with respect to management's beliefs, plans, estimates and intentions and similar statements concerning anticipated future events, results, performance or expectations that are not historical facts. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements are not guarantees of future performance and are based on management's estimates and assumptions that are subject to and qualified, in their entirety, by risks and uncertainties, including those described under Risk Factors in Planet 13's management's discussion and analysis and available on sedar.com which could cause actual results to differ materially from such forward-looking statements. Our remarks today are qualified by our public record and the risk factors set forth in such filings. So I'll move to Item 2, appointment of Secretary and Scrutineer. As Chairman of the meeting, I've appointed Leighton Koehler, as indicated, to serve as Secretary to the meeting and would ask that Frank Kailik and/or Jacquie Fisher of Odyssey Trust Company to act as Scrutineers. Item 3, notice of the meeting. It is now time to ask the Secretary to table proof of service of the notice of meeting. I confirm that the Secretary has received an official notice of Odyssey as to the mailing of the notice to shareholders, the Directors and auditors. As all shareholders should have previously received a copy of this notice with the consent of the meeting, I will dispense with the reading of the notice. Item 4. Quorum, constitutional meeting and voting procedure. The preliminary Scrutineers' report stating the number of shares represented by the completed proxies received has now been tabled. Pursuant to the bylaws of Planet 13, business may be transacted at this meeting, if at least one shareholder is personally present or represented by proxy. I've been advised by the Scrutineer that the required quorum is present. I, therefore, declare that this Annual Meeting of Shareholders to be regularly called and properly constituted for the transaction of business. Before starting the business of this meeting, I have the following comments on the voting procedure. Each shareholder is entitled to one vote for each share held by that shareholder except for holders of restricted voting shares who are not entitled to vote those shares for the election of Directors. We will conduct each vote by way of vote cast on the Lumi platform and those submitted by proxy. I understand that the Scrutineer has tabulated all the votes received prior to the proxy voting cutoff. If you've previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote made prior to voting cutoff. We will now open the voting for all the resolutions, and voting will remain open till shortly after the last resolution is presented. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. Particulars of the votes cast on all matters may be obtained from the Secretary after the meeting. I further direct that the Scrutineers report on all matters be annexed to the minutes of this meeting as a schedule. Item 5, financial statements and auditor's report. The next item of business is to present the company's audited, consolidated financial statements for the financial year ended December 31, 2019, together with the auditor's report. These financial statements are also located on the Lumi dashboard page. As the financial statements have been mailed to all shareholders with notice of this meeting, with the consent of the meeting, I will dispense with the reading of the auditor's report. Item 6, election of Directors. It is now in order to proceed with the election of Directors. As set forth in the information circular, 4 Directors are to be elected at the meeting and each of the following persons has been nominated for the position of Director of the company to hold office for the ensuing year, and each has agreed to serve as a Director, if elected. They include Robert Groesbeck. Larry Scheffler, Michael Harman and Adrienne O’Neal. Could I please have a motion to nominate such persons for election as Directors of the company to hold office for the ensuing year.

My name is Dennis Logan. I'm a shareholder of the company. I so move.

Do I have a second?

This is Leighton Koehler. I second the motion.

Thank you, gentlemen. The company did not receive notice of any other Director nominations in connection with the meeting in accordance with its advance notice bylaw requirements. Accordingly, the only persons eligible to be nominated for election to the Board of Directors of the company are the management nominees. Next item, Item #7, appointment of the auditors. The next item is the appointment of auditors. Would someone please move that Davidson & Company LLP be appointed as auditors of the company until the next Annual Meeting of Shareholders and authorize the Board of Directors of the company to fix their remuneration.

This is Dennis Logan, I so move.

This is Leighton Koehler. I second the motion.

Thank you, gentlemen. We'll move to Item 8, voting on items of business. As voting has been enabled for all previous motions, if shareholder -- if a shareholder has not voted yet, please do so now online. You may vote for or withhold in respect to each individual Director nominee, as indicated on the online ballot in respect of the appointment of auditors. We will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete the electronic ballots. [Voting]

And I'd ask the representative of Odyssey give me confirmation when the polls -- ballot have closed.

The poles have been closed.

Thank you. Electronic voting has now closed. I've been advised by the Scrutineer that the online ballots and proxies deposited for the meeting have been voted in favor of all the resolutions. Each of the 4 nominees have been elected as Directors of the company, to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed. On behalf of the company, I would like to thank the Directors for agreeing to stand for election and for their efforts and contributions to the success of the company. The appointment of Davidson & Company LLP as the auditors of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration. Next item, 9, termination. If there's no further formal business, I ask for a motion to terminate this Annual Meeting of the Shareholders of Planet 13 Holdings Inc.

My name is Dennis Logan. I so move.

This is Leighton Koehler. I second the motion.

All in favor signify by saying aye. Any oppose?

Aye.

Aye.

Motion carries unanimously. I, therefore, declare the formal part of the Annual Meeting of Shareholders terminated. Item 10, Co-CEOs' address. What I'd like to do is just take a couple of minutes to make a few comments to the record. I don't have a formal presentation, but I do want to take just a moment to thank our entire team at Planet 13 for the exceptional work they've done through these unprecedented times. COVID-19 has had a horrific and unprecedented impact upon our communities, our economy, and Planet 13 has worked hard to pivot in accordance with multiple regulation changes and orders issued during this pandemic. Las Vegas was hit particularly hard by the closures. Planet 13's team members have worked diligently, as stated, to pivot to more necessary to help us through these difficult times, going from closure on the one hand to limited delivery and to curbside pickup, and most recently, to limited openings of the store and now a larger 50% occupancy opening. It's been challenging, but again, I'm proud of our team for rising to the occasion. Traffic and sales are moving in the positive -- in a very positive direction. We expect continued improvement as the city continues to open properties. We will continue to work hard to meet the ongoing challenges associated with COVID-19 and will likewise strive to improve our operations every day. I want to thank all of you, our shareholders, for your confidence in Planet 13 and for your support of our vision. And with that, I'll conclude my remarks, and I'll move to Item 11, shareholders' question period. Mr. Koehler, do we have any?

I'll read in this comment, and then we will now be reviewing questions that were submitted during the meeting. [Operator Instructions] At this time, we have no messages that have come in through the -- or questions that have come in through the Lumi portal.

Thank you. Do we have any questions here for those in attendance?

No.

Then I will conclude the meeting, and I will, again, wish everybody a great day, and thank you for attending, and we will terminate the call.

Thank you. This concludes the meeting. You may now disconnect.