plnhf20230207_8k.htm
false 0001813452 0001813452 2023-03-23 2023-03-23
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 23, 2023
 
PLANET 13 HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
British Columbia
 
000-56374
 
83-2787199
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
 
2548 West Desert Inn Road, Suite 100
Las Vegas, Nevada
 
89109
(Address of principal executive offices)
 
(Zip Code) 
 
(702) 815-1313
(Registrants telephone number, including area code)      
 
Not applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 


 
 

 
Item 2.02 Results of Operations and Financial Condition.
 
On March 23, 2023, Planet 13 Holdings Inc. (the “Company”) announced via press release its results for the fourth quarter and year ended December 31, 2022. A copy of the Company’s press release is hereby furnished and incorporated herein by reference as Exhibit 99.1.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description
     
99.1
 
104
 
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
 
2

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Planet 13 Holdings Inc.
 
       
Date: March 23, 2023
By:
/s/ Robert Groesbeck
 
 
Name
Robert Groesbeck
 
 
Its:
Co-Chief Executive Officer
 
       
Date: March 23, 2023
By:
/s/ Larry Scheffler
 
 
Name:
Larry Scheffler
 
 
Its:
Co-Chief Executive Officer
 
 
3

Exhibit 99.1

 plth_ex991img2.jpg

 

Planet 13 Announces Q4 2022 Financial Results

 

 

Q4 2022 Revenue of $24.8 million, compared to $25.6 million in Q3 2022

 

Q4 2022 Net loss of $38.6 million driven by $32.8 million impairment charge

 

Q4 2022 Adjusted EBITDA1 loss of $0.8 million

 

Full year 2022 Revenue of $104.6 million, compared to $119.5 million for full year 2021

 

Full year 2022 Operating Cash flow of $3.8 million

 

All results are reported in United States dollars ($) unless otherwise indicated.

 

Las Vegas, Nevada March 23, 2023 Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (“Planet 13” or the “Company”), a leading vertically-integrated cannabis company, today announced its financial results for the three-month and twelve-month periods ended December 31, 2022. Planet 13’s financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

 

“Over the course of the year we saw state-wide pricing trends and the overall economic environment impact our revenue. Despite this backdrop, we continued to meet our goal of 8 – 10% of Nevada retail sales. For the full year we had 9% of the sales in Nevada. Towards the end of Q4 we saw those pricing compression trends start to stabilize and we remain optimistic about the outlook for 2023,” said Larry Scheffler, Co-CEO of Planet 13. “Despite the pressures on retail, we grew wholesale revenue by 26% year over year and had a top five brand in every product category. Moreover, in California, we increased our share of shelf and wholesale revenue every quarter.”

 

“Across our organization we are focused on three things: increasing profitability, preserving capital, and setting ourselves up for future growth,” commented Bob Groesbeck, Co-CEO of Planet 13. “At the end of 2022, we are in a solid position. We have no debt, positive operating cash flow, and over $50 million in cash. This is a strong foundation that alongside our numerous growth projects sets us up for future operating cash flow expansion.”

 

 


1 Adjusted EBITDA is a non-GAAP financial measure.

 

 

 

Financial Highlights Q4 2022

 

Operating Results

 

All comparisons below are to the quarter ended December 31, 2021, unless otherwise noted

 

 

Revenues were $24.8 million as compared to $29.9 million, a decrease of 16.8%

 

Gross profit was $10.7 million or 43.0% as compared to $16.2 million or 54.3%

  Operating expenses, excluding non-cash compensation expense, depreciation and amortization, and impairment loss, was $13.1 million as compared to $14.8 million, a decrease of 22.1%
 

Net loss before taxes of $37.8 million driven by a $32.8 million impairment charge as compared to a net loss of $1.3 million

 

Net loss of $38.6 million as compared to a net loss of $5.1 million

 

Adjusted EBITDA loss of $0.8 million as compared to Adjusted EBITDA of $1.9 million

 

Financial Highlights Full Year 2022

 

Operating Results

 

All comparisons below are to the full year ended December 31, 2021, unless otherwise noted

 

 

Revenues were $104.6 million as compared to $119.5 million, a decrease of 12.5%

 

Gross profit was $48.0 million or 45.9% as compared to $66.0 million or 55.2%

  Operating expenses, excluding non-cash compensation expense, depreciation and amortization, and impairment loss, was $48.2 million as compared to $52.9 million, a decrease of 9.0%
 

Net loss before taxes of $40.2 million driven by a $32.8 million impairment charge as compared to a net loss of $6.0 million

 

Net loss of $49.0 million as compared to a net loss of $19.5 million

 

Adjusted EBITDA of $3.5 million as compared to Adjusted EBITDA of $16.9 million

 

Balance Sheet

 

All comparisons below are to December 31, 2021, unless otherwise noted

 

 

Cash of $52.4 million as compared to $61.6 million

 

Total assets of $233.6 million as compared to $216.8 million

 

Total liabilities of $42.7 million as compared to $43.1 million

 

 

2

 

Q4 Highlights and Recent Developments

 

For a more comprehensive overview of these highlights and recent developments, please refer to Planet 13's Management's Discussion and Analysis of the Financial Condition and Results of Operations for the Three and Twelve Months Ended December 31, 2022 (the " MD&A ").

 

 

On November 11, 2022, Planet 13 announced the location of its new Illinois dispensary.

 

On December 5, 2022, Planet 13 announced that it had received approval for a consumption lounge at its Las Vegas SuperStore.

 

On January 19, 2023, Planet 13 announced the location of its Port Orange dispensary in the Daytona Beach area of Florida.

  On February 3, 2023, Planet 13 purchased land and a building for its planned Illinois dispensary.
 

On February 7, 2023, Planet 13 announced it had exercised the option to buy the remaining 51% interest in its Planet 13 Illinois, LLC.

 

Results of Operations (Summary)

 

The following table sets forth consolidated statements of financial information for the three-and twelve-month periods ended December 31, 2022 and December 31, 2021.

 

(Figures in millions

 

For the Three Months Ended

   

For the Full Year Ended

 

and % change based

 

December 31,

   

December 31,

           

December 31,

   

December 31,

         

on these figures)

 

2022

   

2021

   

change

   

2022

   

2021

   

change

 

Total Revenue

  $ 24.84     $ 29.90       -17 %   $ 104.57     $ 119.49       -12 %

Gross Profit

  $ 10.69     $ 16.20       -34 %   $ 47.97     $ 66.01       -27 %

Gross Profit %

    43.0 %     54.3 %     -21 %     45.9 %     55.2 %     -17 %

Operating Expenses

  $ 45.87     $ 14.80       210 %   $ 80.94     $ 52.93       53 %

Operating Expenses %

    184.6 %     49.5 %             77.4 %     44.3 %     75 %

Net Loss Before Provision for Income Taxes

  $ (37.74 )   $ (1.30 )     2803 %   $ (40.23 )   $ (5.98 )     572 %

Net Loss

  $ (38.62 )   $ (5.10 )     657 %   $ (48.98 )   $ (19.46 )     152 %

Adjusted EBITDA

  $ (0.80 )   $ 1.90       -142 %   $ 3.47     $ 16.86       -79 %

Adjusted EBITDA Margin %

    -3.2 %     6.3 %             3.3 %     14.1 %        

 

The Company's Annual Report on Form 10-K for the year ended December 31, 2022, is available on the SEC's website at www.sec.gov or at https://www.planet13holdings.com/investors/. The Company's Management Discussion and Analysis for the year and the accompanying financial statements and notes are available under the Company's profile on SEDAR and on its website at https://www.planet13holdings.com/investors/.

 

This news release is not in any way a substitute for reading those financial statements, including the notes to the financial statements.

 

3

 

Conference Call

 

Planet 13 will host a conference call on March 23, 2023 at 5:00 p.m. ET to discuss its fourth quarter and full year financial results and provide investors with key business highlights, strategy and outlook. The call will be chaired by Bob Groesbeck, Co-CEO, Larry Scheffler, Co-CEO, and Dennis Logan, CFO.

 

CONFERENCE CALL DETAILS

 

Date: March 23, 2023 | Time: 5:00 p.m. EST

Participant Dial-in: Toll Free 888-506-0062 or International 973-528-0011 

Replay Dial-in: Toll Free 877-481-4010 or International 919-882-2331 

(Available for 2 weeks)

Reference Number: 836329

Listen to webcast: https://pr.report/92yoIJOS

 

Non-GAAP Financial Measures

 

There are financial measures included in this press release that are not in accordance with GAAP and therefore may not be comparable to similarly titled measures and metrics presented by other publicly traded companies. These non-GAAP financial measures should be considered as supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. The Company includes EBITDA and Adjusted EBITDA because it believes certain investors use these measures and metrics as a means of assessing financial performance. EBITDA is calculated as net income (loss) before interest, taxes, depreciation and amortization, and Adjusted EBITDA is calculated as EBITDA before share-based compensation, the change in fair value of warrants and one-time non-recurring expenses.

 

4

 

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods presented:

 

Reconciliation of Non-GAAP Adjusted EBITDA

                                               

(Figures in millions

 

For the Three Months Ended

   

For the Full Year Ended

 

and % change based

 

December 31,

   

December 31,

           

December 31,

   

December 31,

         

on these figures)

 

2022

   

2021

   

change

   

2022

   

2021

   

change

 
                                                 

Net Loss

  $ (38.6 )   $ (5.1 )     657 %   $ (49.0 )   $ (19.5 )     152 %

Add impact of:

                                               

Interest expense

  $ 0.3     $ -       0 %   $ (0.5 )   $ 0.0       -2778 %

Provision for income taxes

  $ 0.9     $ 3.8       -77 %   $ 8.8     $ 13.5       -35 %

Depreciation and amortization

  $ 2.4     $ 2.0       18 %   $ 8.3     $ 5.3       56 %

Depreciation included in cost of goods sold

  $ 1.1     $ 0.5       124 %   $ 3.3     $ 1.9       71 %

EBITDA

  $ (34.0 )   $ 1.3       -2714 %   $ (29.1 )   $ 1.3       -2348 %

Impairment of goodwill and other intangibles

  $ 32.8     $ -             $ 32.8     $ -          

Gain on sale-leaseback

  $ (0.5 )   $ -             $ (0.5 )   $ -          

Change in fair value of warrants

  $ (0.4 )   $ (2.7 )     -87 %   $ (7.2 )   $ (0.0 )     95350 %

Share-based compensation and related premiums

  $ 1.3     $ 3.4       -62 %   $ 7.5     $ 15.6       -52 %

Adjusted EBITDA

  $ (0.8 )   $ 1.9       -142 %   $ 3.5     $ 16.9       -79 %

 

For further inquiries, please contact:         

 

LodeRock Advisors Inc., Planet 13 Investor Relations
[email protected]

 

Bob Groesbeck and Larry Scheffler

Co-Chief Executive Officers

[email protected]
         

About Planet 13

 

Planet 13 (www.planet13holdings.com) is a vertically integrated cannabis company, with award-winning cultivation, production and dispensary operations in Las Vegas and California. Planet 13 also holds a medical marijuana treatment center license in Florida and a dispensing license in the Chicago-region of Illinois. Planet 13's mission is to build a recognizable global brand known for world-class dispensary operations and a creator of innovative cannabis products. Planet 13's shares trade on the Canadian Securities Exchange (CSE) under the symbol PLTH and OTCQX under the symbol PLNHF.

 

5

 

Cautionary Note Regarding Forward-Looking Information

 

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian and U.S. securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward looking-statements relate to, among other things, the Companys future goals and future financial performance.

 

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: final regulatory and other approvals or consents needed to operate our business; risks associated with COVID-19 and other infectious diseases presenting as major health issues; fluctuations in general macroeconomic conditions; fluctuations in securities markets; expectations regarding the size of the cannabis market in the states in which we currently operate in or contemplate future operations and changing consumer habits in such states; the ability of the Company to successfully achieve its business objectives; the ability of the Company to integrate the NGW business and realize any benefits from the acquisition; plans for expansion; political and social uncertainties including international conflict; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on cultivation, production, distribution and sale of cannabis and cannabis related products in the states in which we currently operate in or contemplate future operations; employee relations and other risks and uncertainties discussed under the heading Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission and on the Companys issuer profile on SEDAR at www.sedar.com. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

 

The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational and medicinal cannabis marketplace in the United States through licensed subsidiary entities in states that have legalized marijuana operations, however, these activities are currently illegal under United States federal law.

 

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

 

6

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


Planet 13 Holdings, Inc. 

Consolidated Balance Sheets

(In United States Dollars) 

 

   

December 31,

   

December 31,

 
   

2022

   

2021

 

ASSETS

               

Current Assets:

               

Cash

  $ 52,356,914     $ 61,588,843  

Accounts Receivable

    1,326,795       1,216,128  

Inventory

    13,004,839       14,225,369  

Prepaid Expenses and Other Current Assets

    3,810,394       3,977,524  
                 

Total Current Assets

    70,498,942       81,007,864  
                 

Property and Equipment

    71,466,051       50,778,277  

Intangible Assets and Goodwill

    69,288,007       63,398,007  

Right of Use Assets - Operating

    21,168,171       20,399,965  

Long-term Deposits and Other Assets

    862,545       1,061,879  

Deferred Tax Asset

    346,257       162,804  
                 

TOTAL ASSETS

  $ 233,629,973     $ 216,808,796  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

               
                 

LIABILITIES

               

Current:

               

Accounts Payable

  $ 3,112,820     $ 3,266,783  

Accrued Expenses

    8,072,224       7,032,620  

Income Taxes Payable

    2,826,501       1,126,249  

Notes Payable - Current Portion

    884,000       884,000  

Operating Lease Liabilities

    479,161       423,573  
                 

Total Current Liabilities

    15,374,706       12,733,225  
                 

Long-Term Liabilities:

               

Operating Lease Liabilities

    25,833,071       23,134,012  

Warranty Liability

    18,127       7,206,049  

Other Long-term Liabilities

    28,000       28,000  

Deferred Tax Liability

    1,487,204       -  
                 

Total Liabilities

    42,741,108       43,101,286  
                 

Shareholders' Equity

               

Common Shares, no par value, unlimited Common Shares authorized, 220,470,061 issued and outstanding at December 31, 2022 and 198,687,950 at December 31, 2021

    -       -  

Additional Paid-In Capital

    312,023,359       245,861,704  

Deficit

    (121,134,494 )     (72,154,194 )

Total Shareholders Equity

    190,888,865       173,707,510  
                 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

  $ 233,629,973     $ 216,808,796  

 

7

 

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND

COMPREHENSIVE INCOME (LOSS)


 

Planet 13 Holdings, Inc.   

Consolidated Statements of Operations and Comprehensive Loss  

(In United States Dollars, except share amounts)

 

   

December 31,

 
   

2022

   

2021

 
                 

Revenues, net of discounts

  $ 104,574,377     $ 119,493,435  

Cost of Goods Sold

    (56,599,623 )     (53,485,458 )

Gross Profit

    47,974,754       66,007,977  
                 

Expenses:

               

General and Administrative

    49,395,500       59,928,356  

Sales and Marketing

    3,504,309       5,969,792  

Lease Expense

    2,744,532       2,608,016  

Impairment loss

    32,750,466       -  

Depreciation and Amortization

    8,337,476       5,335,055  
                 

Total Expenses

    96,732,283       73,841,219  
                 

Loss From Operations

    (48,757,529 )     (7,833,242 )
                 

Other Income (Expense):

               

Interest income (expense), net

    454,892       (16,984 )

Foreign exchange gain (loss)

    (25,528 )     1,662,679  

Transaction costs

    -       (256,667 )

Change in fair value of warrant liability

    7,177,805       7,520  

Gain on Sale-Leaseback

    509,392       -  

Other Income, net

    413,029       454,300  
                 

Total Other Income

    8,529,590       1,850,848  
                 

Loss Before Provision for Income Taxes

    (40,227,939 )     (5,982,394 )
                 

Provision For Income Taxes

               

Current Tax Expense

    (10,672,538 )     (13,954,784 )

Deferred Tax Recovery

    1,920,177       476,226  
      (8,752,361 )     (13,478,558 )
                 

Net Loss and Comprehensive Loss

  $ (48,980,300 )   $ (19,460,952 )
                 

Loss per Share

               

Basic and diluted loss per share

  $ (0.23 )   $ (0.10 )
                 

Weighted Average Number of Common Shares

               

Basic and diluted

    216,586,621       195,126,972  

 

8

 

CONSOLIDATED STATEMENTS OF CASH FLOWS


Planet 13 Holdings, Inc. 

Consolidated Statements of Cash Flows 

(In United States Dollars) 

 

   

December 31, 2022

   

December 31, 2021

 

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

               

Net loss

  $ (48,980,300 )   $ (19,460,952 )

Adjustments for items not involving cash:

    -       -  

Shared based compensation expense

    7,459,267       15,576,643  

Non-cash lease expense

    4,737,162       4,485,919  

Depreciation

    11,258,697       7,213,096  

Amortization of intangibles

    372,222       -  

Change in fair value of warrant liability

    (7,177,805 )     (7,520 )

(Gain) loss on translation of warrant liability

    (10,117 )     100,637  

Transaction costs

    -       256,667  

Deferred tax recovery

    (1,736,724 )     (410,359 )

Proceeds from lease incentive

    1,100,000       -  

Lease incentive amortization

    (239,133 )     -  

Unrealized (gain) loss on foreign currency exchange

    -       (185,916 )

Impairment of goodwill

    25,802,688       -  

Impairment of intangible assets

    6,947,778       -  

Gain on sale leaseback

    (509,392 )     -  

Loss on disposal of property and equipment

    70,601       -  
      (905,056 )     7,568,215  
                 

Net Changes in Non-cash Working Capital Items

    8,273,643       (4,589,077 )

Repayment of lease liabilities

    (3,566,817 )     (3,359,021 )

Total Operating

    3,801,770       (379,883 )
                 

FINANCING ACTIVITIES

               
                 

Proceeds from private placements

    -       53,852,980  

Proceeds from exercise of warrants and options

    1,142,238       14,180,009  

Financing issuance expenses

    -       (3,494,930 )

Total Financing

    1,142,238       64,538,059  
                 

INVESTING ACTIVITIES

               
                 

Purchase of property, plant and equipment

    (16,674,704 )     (25,909,880 )

Net cash acquired through NGW acquisition

    1,479,134       -  

Purchase of licenses

    -       (55,846,866 )

Proceeds from sale/lease back

    1,049,633       -  

Purchase of domain name

    (30,000 )     -  

Total Investing

    (14,175,937 )     (81,756,746 )
                 

Effect of foreign exchange on cash

    -       186,563  
                 

NET CHANGE IN CASH DURING THE YEAR

    (9,231,929 )     (17,598,570 )
                 

CASH

               

Beginning of Year

    61,588,843       79,000,850  
                 

End of Year

  $ 52,356,914     $ 61,588,843  

 

9