false 0001813452 0001813452 2023-08-09 2023-08-09
 


 
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): August 9, 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 August 9, 2023, Planet 13 Holdings Inc. (the “Company”) announced via press release its results for the second quarter ended June 30, 2023. 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.
 
Exhibit No.
 
Description
     
99.1
 
104
 
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
 
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: August 9, 2023
By:
/s/ Robert Groesbeck
 
 
Name
Robert Groesbeck
 
 
Its:
Co-Chief Executive Officer
 
       
Date: August 9, 2023
By:
/s/ Larry Scheffler
 
 
Name:
Larry Scheffler
 
 
Its:
Co-Chief Executive Officer
 
 
2

Exhibit 99.1

 

plth_991img1.jpg

 

Planet 13 Announces Q2 2023 Financial Results

 

 

Q2 2023 Revenue of $25.8 million, compared to $24.9 million in Q1 2023 

 

 

Q2 2023 Net loss of $4.3 million

 

 

Q2 2023 Adjusted EBITDA of $3.0 million

 

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

 

Las Vegas, Nevada  August 9, 2023  Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced its financial results for the three-month period ended June 30, 2023. Planet 13’s financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

 

“During the quarter, we grew our share of total Nevada state-wide sales and once again had some of the most sold brands across all major product categories. We had a steady quarter in California and across our business we saw improvement in gross margins and EBITDA margins sequentially. Overall weve had a good first half of the year,” said Larry Scheffler, Co-CEO of Planet 13.

 

“We are executing on the strategic goals we laid out at the beginning of the year. We continue to strengthen the destination appeal and reputation of the SuperStore and are making progress towards opening our consumption lounge. We are also nearing the completion of our new dispensary in Illinois, an exciting addition to our retail portfolio,” commented Bob Groesbeck, Co-CEO of Planet 13. “Between our ongoing construction projects, the strength of our business in Nevada and our rock-solid balance sheet 2024 is shaping up to be a good year for Planet 13.”

 

Financial Highlights  Q2  2023

 

Operating Results

 

All comparisons below are to the quarter ended June 30, 2022, unless otherwise noted

 

 

Revenue was $25.8 million as compared to $28.4 million, a decrease of 9.1%. The decline in revenue was driven by a decline in the average price of cannabis in Nevada, partially offset by an increase in wholesale revenue in Nevada.

 

 

Gross profit was $11.9 million or 46.0% as compared to $13.8 million or 48.7%. The decline in gross profit was driven by a decrease in the average price of cannabis in Nevada and a greater percentage of revenue coming from lower-margin wholesale revenue.

 

 

Total expenses were $15.4 million as compared to $15.6 million, a decrease of 1.6%. The decline in total expenses was driven by lower share-based compensation offset by higher professional fees associated with potential M&A.

 

 

Net loss of $4.3 million as compared to a net loss of $2.0 million. The increase in net loss was driven by lower gross profit dollars as well as high one-time costs associated with potential M&A.

 

 

Adjusted EBITDA of $3.0 million as compared to Adjusted EBITDA of $2.9 million. The higher Adjusted EBITDA margin was primarily due to improvement in the Company’s operating costs.

 

 

 

 

Balance Sheet

 

All comparisons below are to December 31, 2022, unless otherwise noted

 

 

Cash of $40.5 million as compared to $52.4 million

 

Total assets of $222.7 million as compared to $233.6 million

 

Total liabilities of $40.5 million as compared to $42.7 million

 

Q2 Highlights and Recent Developments

 

For a more comprehensive overview of these highlights and recent developments, please refer to Planet 13’s Managements Discussion and Analysis of the Financial Condition and Results of Operations for the Three and Six Months Ended June 30, 2023 (the “MD&A”).

 

 

On June 23, 2023, Planet 13 announced they had received the first Nevada State conditional consumption lounge license. 

 

On June 29, 2023, Planet 13 announced the return of Cannabition, an immersive cannabis experience. 

 

Results of Operations (Summary)

 

The following tables set forth consolidated statements of financial information for the three-month periods ending June 30, 2023, and June 30, 2022.

 

Financial Highlights

 

Results of Operations

 

(Figures in millions

 

For the Three Months Ended

         

and % change based

 

June 30,

   

June 30,

         

on these figures)

 

2023

   

2022

   

change

 
                         

Total Revenue

  $ 25.83     $ 28.41       -9 %

Gross Profit

  $ 11.88     $ 13.82       -14 %

Gross Profit %

    46.0 %     48.7 %     -5 %

Net income (Loss) Before Provision for Income Taxes

  $ (1.49 )   $ 0.85       -274 %

Net Loss

  $ (4.35 )   $ (2.04 )     113 %

Adjusted EBITDA

  $ 3.00     $ 2.92       3 %

Adjusted EBITDA Margin %

    11.6 %     10.3 %        

 

The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, 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 period 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.

 

 

 

Conference Call

 

Planet 13 will host a conference call on August 9, 2023 at 5:00 p.m. ET to discuss its second quarter financial results and provide investors with key business highlights, strategy, and outlook. The call will be chaired by Larry Scheffler, Co-CEO, and Dennis Logan, CFO.

 

CONFERENCE CALL DETAILS

 

Date: August 9, 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: 940077

Listen to webcast: https://www.webcaster4.com/Webcast/Page/2477/48812

 

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.

 

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

         

and % change based

 

June 30,

   

June 30,

         

on these figures)

 

2023

   

2022

   

change

 
                         

Net Income (Loss)

  $ (4.35 )   $ (2.04 )     113 %

Add impact of:

                       

Interest income, net

  $ (0.30 )   $ (0.05 )     561 %

Provision for income taxes

  $ 2.86     $ 2.89       -1 %

Depreciation and amortization

  $ 1.99     $ 1.96       1 %

Depreciation included in cost of goods sold

  $ 0.98     $ 0.72       36 %

EBITDA

  $ 1.18     $ 3.50       -66 %

Change in fair value of warrants

  $ -     $ (2.64 )     -100 %

Share-based compensation and related premiums

  $ 0.60     $ 2.06       -71 %

Professional fees expensed related to NGW acquisition

  $ -     $ -       0 %

Professional fees expensed related to M&A activities

  $ 0.93     $ -       0 %

Professional fees expensed related to SEC Domestic Issuer Form 10 filing and U.S Domestication from British Columbia to Nevada

  $ 0.28     $ -       0 %

Adjusted EBITDA

  $ 3.00     $ 2.92       3 %

 

For more information on Planet 13, visit the investor website (www.planet13holdings.com/investors).

 

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 in Orange County, California. Planet 13 also holds a medical marijuana treatment center license in Florida and a conditional Social-Equity Justice Involved 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. Licensed cannabis activity is legal in these states but remains illegal under U.S. federal law. Planet 13's shares trade on the Canadian Securities Exchange (CSE) under the symbol PLTH and are quoted on the OTCQX under the symbol PLNHF.

 

 

 

Cautionary Note Regarding Forward-Looking Information

 

This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. All statements, other than statements of historical fact, are forward-looking statements and are often, but not always, identified by phrases such as "plans", "expects", "proposed", "may", "could", "would", "intends", "anticipates", or "believes", or variations of such words and phrases. In this news release, forward-looking statements relate to our strategic goals or future performance. Such forward-looking statements reflect what management of the Company believes, or believed at the time, to be reasonable assumptions and accordingly readers are cautioned not to place undue reliance upon such forward-looking statements and that actual results may vary from such forward-looking statements. These assumptions, risks and uncertainties which may cause actual results to differ include, among others: final regulatory and other approvals or consents needed to operate our business; fluctuations in general macroeconomic conditions; inflationary pressures; 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; 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 Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission at www.sec.gov and on the Company's issuer profile on SEDAR at www.sedar.com and in the Company's periodic reports subsequently filed with the U.S. Securities and Exchange Commission and on SEDAR. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

 

For further inquiries, please contact:

 

LodeRock Advisors Inc., Planet 13 Investor Relations

mark.kuindersma@loderockadvisors.com

 

Robert Groesbeck or Larry Scheffler

Co-Chief Executive Officers

ir@planet13lasvegas.com

 

 

 

PLANET 13 HOLDINGS INC.

Interim Condensed Consolidated Balance Sheets

(Unaudited, In United States Dollars)

 

   

June 30,

   

December 31,

 
   

2023

   

2022

 

ASSETS

               

Current Assets:

               

Cash

  $ 40,467,525     $ 52,356,914  

Accounts Receivable

    1,320,998       1,326,795  

Inventory

    14,712,473       13,004,839  

Prepaid Expenses and Other Current Assets

    2,848,838       3,810,394  

Total Current Assets

    59,349,834       70,498,942  
                 

Property and Equipment

    69,453,103       71,466,051  

Intangible Assets

    71,100,663       69,288,007  

Right of Use Assets - Operating

    21,650,593       21,168,171  

Long-term Deposits and Other Assets

    832,853       862,545  

Deferred Tax Asset

    318,294       346,257  
                 

TOTAL ASSETS

  $ 222,705,340     $ 233,629,973  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

               

LIABILITIES

               

Current:

               

Accounts Payable

  $ 3,018,576     $ 3,112,820  

Accrued Expenses

    6,989,504       8,072,224  

Income Taxes Payable

    781,233       2,826,501  

Notes Payable - Current Portion

    884,000       884,000  

Operating Lease Liabilities

    545,043       479,161  

Total Current Liabilities

    12,218,356       15,374,706  
                 

Long-Term Liabilities:

               

Operating Lease Liabilities

    26,738,325       25,833,071  

Warranty Liability

    -       18,127  

Other Long-term Liabilities

    28,000       28,000  

Deferred Tax Liability

    1,482,864       1,487,204  

Total Liabilities

    40,467,545       42,741,108  
                 

Commitments and Contingencies (refer to Note 16)

               
                 

SHAREHOLDERS' EQUITY

               

Common Shares, no par value, unlimited Common Shares authorized, 222,247,854 issued and outstanding at June 30, 2023 and 220,470,061 at December 31, 2022

    -       -  

Additional Paid-In Capital

    314,025,857       312,023,359  

Deficit

    (131,788,062 )     (121,134,494 )

Total Shareholders' Equity

    182,237,795       190,888,865  
                 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

  $ 222,705,340     $ 233,629,973  

 

 

 

 

PLANET 13 HOLDINGS INC.

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited, In United States Dollars)

 

   

Three Months Ended

 
   

June 30,

   

June 30,

 
   

2023

   

2022

 
                 

Revenues, net of discounts

  $ 25,832,711     $ 28,412,230  

Cost of Goods Sold

    (13,950,477 )     (14,587,723 )

Gross Profit

    11,882,234       13,824,507  
                 

Expenses:

               

General and Administrative

    11,271,370       12,011,053  

Sales and Marketing

    1,332,498       887,436  

Lease Expense

    794,389       779,050  

Depreciation

    1,986,578       1,963,937  

Total Expenses

    15,384,835       15,641,476  
                 

Loss From Operations

    (3,502,601 )     (1,816,969 )
                 

Other Income (Expense):

               

Interest income, net

    299,306       45,258  

Foreign exchange gain (loss)

    4,229       74,543  

Change in fair value of warrant liability

    -       2,635,425  

Other Income (Expense), net

    1,712,598       (85,698 )

Total Other Income

    2,016,133       2,669,528  
                 

Loss Before Provision for Income Taxes

    (1,486,468 )     852,559  
                 

Provision For Income Taxes

               

Current Tax Expense

    (2,904,644 )     (2,908,359 )

Deferred Tax Recovery

    41,787       16,275  
      (2,862,857 )     (2,892,084 )
                 

Net Loss and Comprehensive Loss

  $ (4,349,325 )   $ (2,039,525 )
                 

Loss per Share

               

Basic and diluted loss per share

  $ (0.02 )   $ (0.01 )
                 

Weighted Average Number of Common Shares

               

Basic and diluted

    221,791,320       220,088,004  

 

 

 

 

PLANET 13 HOLDINGS INC.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited, In United States Dollars)

 

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2023

   

2022

 

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

               

Net loss

  $ (10,653,568 )   $ (4,100,596 )

Adjustments for items not involving cash:

               

Shared based compensation expense

    1,323,618       4,116,573  

Non-cash lease expense

    2,559,990       1,799,593  

Depreciation

    6,230,026       5,316,191  

Change in fair value of warrant liability

    (18,127 )     (6,795,234 )

Loss on translation of warrant liability

    -       12,758  

Deferred tax recovery

    (4,340 )     -  

Proceeds from lease incentive

    -       1,000,000  

Lease incentive amortization

    (52,231 )     (260,987 )

Gain on sale of fixed assets

    (14,749 )     -  
      (629,381 )     1,088,298  
                 

Net Changes in Non-cash Working Capital Items

    (4,079,677 )     1,848,718  

Repayment of lease liabilities

    (2,016,581 )     (1,751,380 )

Total Operating

    (6,725,639 )     1,185,636  
                 

FINANCING ACTIVITIES

               

RSU withholding taxes paid in lieu of share issuance

    (267,526 )     -  

Proceeds from exercise of warrants and options

    -       97,980  

Total Financing

    (267,526 )     97,980  
                 

INVESTING ACTIVITIES

               

Purchase of property, plant and equipment

    (4,070,701 )     (11,737,742 )

Proceeds from sales of fixed assets

    40,727       -  

Purchase of 51% interest in Planet 13 Illinois

    (866,250 )     -  

Net cash acquired through NGW acquisition

    -       1,478,698  

Total Investing

    (4,896,224 )     (10,259,044 )
                 

Effect of foreign exchange on cash

    -       1,909  
                 

NET CHANGE IN CASH DURING THE PERIOD

    (11,889,389 )     (8,973,519 )
                 

CASH

               

Beginning of Period

    52,356,914       61,588,843  
                 

End of Period

  $ 40,467,525     $ 52,615,324  

 

 
v3.23.2
Document And Entity Information
Aug. 09, 2023
Document Information [Line Items]  
Entity, Registrant Name PLANET 13 HOLDINGS INC.
Document, Type 8-K
Document, Period End Date Aug. 09, 2023
Entity, Incorporation, State or Country Code A1
Entity, File Number 000-56374
Entity, Tax Identification Number 83-2787199
Entity, Address, Address Line One 2548 West Desert Inn Road
Entity, Address, Address Line Two Suite 100
Entity, Address, City or Town Las Vegas
Entity, Address, State or Province NV
Entity, Address, Postal Zip Code 89109
City Area Code 702
Local Phone Number 815-1313
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001813452

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