AGM 2020

Jun 23, 2020

Welcome to the Green Thumb Annual Meeting of Shareholders. Your host today will be Ben Kovler, Chairman of the Board of Directors, Chief Executive Officer and Founder of Green Pump Industries. Ben, you may begin. Thank you, and welcome, everybody. The Annual General Meeting of Shareholders of Green Thumb Industries, Inc. Will now come to order. Welcome to our 1st virtual shareholder meeting and our first meeting as a U. S. SEC registered issuer. This is our 2nd annual meeting as a public company. I'm Ben Kovler, the Chairman of the Board of Directors, Chief Executive Officer and Founder of Green Thumb Industries. In accordance with the corporation's articles, I will preside as Chairman of the meeting. Beth Burke, the corporation's General Counsel and Secretary, Members of management team and the Board of Directors are joining me today and may participate in the question and answer session following the meeting as appropriate. Before beginning the formal business of this meeting and given that we are using a virtual format For the safety and convenience of all shareholders, I would like to direct everyone to the meeting agenda, which you can now see on your screen in the virtual meeting portal To the rules for orderly conduct, which you can review by clicking on the arrow next to Rules and Procedures in the meeting materials section of the portal window. To conduct an orderly meeting, we ask that all participants abide by the posted rules. Please note that only shareholders may ask a question And the rules of conduct will apply to all questions posed. In the interest of time, certain shareholders or proxy holders have been asked to move the resolutions on the matters that are set out Notice of Meeting and accompanying proxy statement. This will allow more time for shareholder questions and comments, which can be submitted through the virtual meeting portal. We welcome questions. Jude Ludlow of Broadridge will act as Inspector of Election and Scrutineer of this meeting. The Inspector of Election will report on the shareholders present and the number of securities represented in person and by proxy at this meeting, Compute the votes cast by ballot and report to me on these matters. Prior to the commencement of this meeting, the Inspector of Election filed a the meeting. The Secretary has confirmed that there is a quorum present. I have asked the Inspector of Election to deliver the formal report on attendance At the meeting to the Secretary as soon as possible. The notice of meeting and upon request In accordance with the notice and access regulations accompanying proxy statement and annual report have been mailed to shareholders of the corporation. The secretary of the meeting has provided me with proof of service of such materials and I direct that such proof of service be annexed to the minutes of the meeting. Accordingly, the notice of meeting will not be read. The 2019 annual report of the corporation For the fiscal year ending December 31, 2019 and Form 10 ks together with the 2019 audited financial statements and the report of the auditors thereon Have been distributed to the shareholders of the corporation and are available on the Investor Relations page of our website at gtigrows.com, Under the company's directory on SEDAR and on the SEC's webpage. You may also find the annual report by clicking the link under the heading Meeting Materials in the virtual meeting portal. Given the foregoing, these materials will not be read at the meeting and will be taken as received. Voting today will be conducted by electronic ballot. I will now take a moment The polls are now open. And at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers and who have not yet submitted their votes or wish to change their votes will now be able to do so by clicking on the green Vote Here button in the meeting portal. I will now present the 3 items of business to be considered at the meeting. The first item of business is To fix the number of directors at 7. The resolution approving the number of directors must be approved by an ordinary majority of votes cast by shareholders entitled to vote thereon. I would ask that a motion be brought to approve the resolution. I move that subject to provision of the articles of the corporation, the number of directors be fixed at 7. Thank you. And we will now proceed with the election of directors. 7 directors have been properly nominated for election. I nominate Benjamin Kovler, Wendy Berger, Anthony Georgiadis, William Groover, Wesley Moore, Glenn Fink and Alejandro Yeminigen to hold office until their successors are or appointed or the date on which they otherwise ceased to hold office under the British Columbia Business Corporations Act or under the articles of the corporation. Thank you. The next item of business is to appoint the auditors of the corporation for the current fiscal year and to authorize the Board of Directors To fix their remuneration and the terms of their engagement. I would ask that a motion be brought to approve this resolution. I move that Macias, Jeanne and O'Connell, LLP be reappointed as auditors of the corporation for the current year And that the Board of Directors be authorized to fix their remuneration and the terms of their engagement. Thank you. We will now provide registered shareholders and duly appointed proxy holders approximately one more minute to complete the electronic ballots. We're going to pause now for a minute for anybody that hasn't voted to vote. All right. Hopefully, everybody had a chance to vote who needed to right there. And I now declare the polls are closed. All properly submitted electronic votes will be automatically submitted. The Inspector of Election will compile the report on the results of voting on all business matters. I have been advised by the Inspector of Election that all the motions have been carried by the requisite majority of the votes cast at the meeting. Therefore, I declare all the resolutions carried. The vote totals will be reported on the Form 8 ks to be filed with the Securities and Exchange Commission. All the resolutions passed. Is there any further business? Thank you. As there is no further business to come before the meeting, I move that the formal portion of this meeting now terminate. Seeing and hearing no objections, I declare the meeting terminated. There will now I'm now going to give a short presentation For those who wish to remain, you're obviously not required. And then we're going to open it up to some Q and A. I believe folks are shortly going to see the formal presentation here For the investor presentation, I guess. There we go. All right. So thanks everybody for joining. This is still Ben Kovler speaking. I'm going to walk you through essentially The overview of the business, what we talk to a lot about investors who are just coming into the space and What are opportunities? Let's look at the agenda here on Page 3. So I'm going to walk through really what the American cannabis market opportunity is, why we're all here and why we come to work every day, how Greentum is positioned, what the overview of Greentum and who we are is, What our strategy is in order to execute on that opportunity. We're going to talk a little bit about our consumer products portfolio, a little bit of our retail experience And get into some details on Community Impact, which we're really excited about. And then finally, the financial performance, Which we will walk through. So really what is the opportunity? What is the opportunity in U. S. Cannabis? Looking at this, you can see the size of the cannabis market at $80,000,000,000 that compares. Just trying to put this on the map for how big it is. Dollars 80,000,000,000 is a similar That's the kind of size market opportunity that exists here. And if we look at what's going on with the growth rate Within this market opportunity, you can see that cannabis is growing at 20%, whereas the other markets and there's differences within those markets are low to mid single digits and sometimes even negative, Especially in the case of smoking tobacco. So huge market opportunity, monstrous growth. And where is the world on this? On Slide 7, I like to think of this as essentially the tipping point slide. This shows you that there is really bipartisan support Among the U. S. Population for legalization. 2 out of 3 people support legalization, the chart on the left, and you can see that over time, dating back to the early '70s. What's happened in policy, whether it's the Farm Bill, which legalized CBD and hemp, Canada legalizing, there's 30 countries around the world that have different sorts of programs. We've seen cannabis help and benefit from the opioid or help those who are suffering from opioid addiction or the opioid epidemic. And even more recently, we've seen the appetite for cannabis legalization increase with COVID economic softness, because at the end of the day, cannabis is not only bringing well-being Individuals, but jobs and tax revenue for states that badly need it. So we feel like we're set up in the right sort of spot. Let's try to quantify this sort of opportunity. I like this chart. It's very basic. Like what's the projected market size, the dark green? What's the market cap of the companies that operate in those markets, the total amount of market cap and what's the actual market size. And What you can see here quite obviously in the U. S. Is the entire U. S. Market cap equals about the market size, just mid teen $1,000,000,000 a year of annual revenue. We think that's going to the $80,000,000,000 I talked about before. That's a decade of 20% annual compound growth. That's a macro consumer cycle going on here right in front of our eyes. Take a look at Canada, market cap versus actual market, lopsided And the actual market size, smaller than the market cap, a little bit questionable, but clearly not a massive opportunity. So we like where we're set up clearly on the left side there for that blue bar To grow as we the light green becomes the dark green. So that's our position. Where are we? We positioned ourselves as a national leader in cannabis Consumer Products. And how are we doing that? We are promoting well-being through the power of cannabis. And we think of well-being as happy, healthy and comfortable. Essentially, we built our business on trusted consumer brands. We believe that cannabis is a branded consumer product. We're going to talk about that a little bit. Accessible Retail. These are where people can access the product. It's essentially currently all off prem, but as that evolves, Accessible Retail, thinking about people first, both inside the business and outside. And as we invest and we allocate shareholder Capital for the benefit of all of us as shareholders. We're thinking heavily about that over time and putting our bets Where we have the highest probability of big time success for shareholders, and we think that we're excited about where that capital is going. If we take a look at Look at Slide 11 here. You can just see it's a place where people come first. It's a family of cannabis brands. We talked about the 1700 plus people Started the business in 2014, growing really nicely. The 6 different brands we have, We'll talk about some of those in detail, but we think it's early stage development of national branded cannabis products. And so we're excited about that position to deliver it in the 1st mover way as new consumers experience the product as branded cannabis. We also have an incredible advantage, which is a national retail chain within the business, currently have 46 open stores, With the ability to open 96 unit economics are very strong. It really feeds the business. And we're offering unbelievable experiences as people want More cannabis, they want well-being, they want to feel better, happy, healthy, comfortable are 3 needs states that it's hard to argue with. And we think there's just overwhelming demand across several different consumer categories. Put all that together and the results speak for themselves. Yes, 2020 on there and where we're headed. We're very excited about what's going on. We're very focused on execution and that shows up in the results and that shows up in the numbers. Just to talk quickly about the supply chain, there's production growing of the plants, Making of Consumer Products and Distributing Them, TO Retail Channels and then Where the Consumer IS. And so far we focused heavily. We're doing everything, but we think our real edge is in the production. It's not necessarily the growing, but it's in the production of consumer products and then meeting the consumer where they are, We have a huge edge. So what's our strategy and execution? We've talked about this Slide 14. Enter open scale Several times since we've been public. It's really nice. Enter, OpenScale has been our playbook since we started in 2014 when we were in the enter phase. We moved into the open phase. A lot of people underestimate once you've entered a market how hard it is to open that market, which means turn it on and generate revenue. And now we see our business in the scale phase where we have an awesome footprint that we work very hard to get that we like a lot. We're investing in that footprint to drive scale. That's going to be in these brands that resonate with consumers. It's going to be operational excellence, efficiency that drive down our costs and allow us Scale, which we think helps us separate. We think our relationship with communities is just really beginning. That means being a good neighbor where we operate. We have a privilege here and we can really use it for the good, we hope, into a business, into a balance sheet that is set up really well. The business is now profitable as we'll talk about, and a nice balance sheet where we're not we don't feel the pressure of the capital markets. We're able to go execute into these massive growth markets from a position of offense. So we sleep well at night on the balance sheet. Taking a look at the national footprint here, these are all the states we are in. The orange or yellow states are the ones that are now currently wrecked, And you can see adult use, you can see that the wave coming from the West. So we can learn from some of those markets, but the core of this, really Illinois and these green markets, Where we can learn from what's happened before. We believe we have 1st mover leading market position in several of these markets in order to take advantage of what's coming. We've talked a lot about Illinois and PA, but there's several other exciting things happening on the East Coast over time there. If we think about the consumer products experience and excellence there, it's the brands We've talked about different form factors from topicals, edibles, vape and flower. We've seen the basket evolve for consumers and it's not by accident. We're studying the data on where people New entrants are going, where brand recognition matters, where we think we can drive scale production. And so we look at that Pie and figure out how to invest in what sorts of products and brands make sense based on size of the basket and the growth within those subcategories, Which results in consumer driven brand foundations, right, capacity and automation and then getting the product out. So this is really the playbook here. Nothing that fancy, but Really understanding the priorities and the mission helps set us up to succeed. And so that the output there is a family of brands that we've built And partnered with that we're really excited about. We'll talk about a few of them. And I guess we'll look at the How we've mapped these here is a very simple need state. I mean, we've talked about this is all about well-being. How do we define well-being healthy, comfortable, happy? How we position those products and where they are in the value chain. What's the price? There's a place for premium cannabis products, there's a consumer for that, and there's a place for value cannabis products, and there's So we're thinking about that entire landscape as we develop, allocate resources in order to produce these products To resonate, thinking medium term, long term even. Those of you that have known us for a long time, you know about Rhythm. You know about Rhythm For A Cause and Green Thumb For Good. Maybe you've seen the Brownie Scouts, which is one of our most popular genetics. Maybe you've seen this month Pride, which we're very excited about. You can see the pen there and various other things. Maybe you know about dog walkers, which is a brand of pre rolls. You saw the growth within pre rolls. We think flower is a very sustainable category, but ready to use, ready to consume. This is a marijuana Cigarette Joint, that has a connection to the community through dog shelters. Everybody loves their dog. We all do at GreenComet. And it's easy to connect with consumers when you have a simple, honest message, which is, let's all spend more time with our dogs Hope more dogs are cared for well. We think there's lots of room for these kinds of brands that speak to consumers and can resonate with them over time. And we're excited about the Dog Walker business as that expands on the East Coast. Taking a look at the retail experience, Like I said, we have 46 open stores that have very strong unit economics. We've talked about the same store sales being over 75% last quarter, Which we're very excited about. We really haven't seen a lot of maturity in many of our markets. I think one of the best ways to monitor the business is looking at state level Economics as people ask about how to track what's going on within the markets. And I think if you're in the retail business and you're not thinking about omni channel, Your party yesterday, you've got to be thinking about where the consumer is, your digital experience in your relationship with the consumer and how they get the product and how they interact with you. So that's text, that's delivery, that's digital format, that's preorder, that's curbside for us, and That's care and friendly experiences in the store. We can win with service and selection. It's what's on the menu and how it's served to the consumer where they are. Slide 22 is a great picture of what happened on January 1 in Chicago. We celebrated legalization. If you haven't seen this slide before, It's always interesting. This slide reminds me of a 1930s prohibition crowded bar because it's really the same thing. It sort of rhymes with what happened before. And fortunately for us, fortunately for you all of us as shareholders, like what we saw here in Chicago is what is going to happen In several other markets across the Midwest, Central Atlantic, East Coast, New England. I can't tell you which one when, But it's just a matter of time before more of this happens and sets up for success. And there are several components of a successful legal program that we think can happen as everybody learns. We've talked about the business being people first, who we are. We spent a lot of time thinking about our people. We win because of the team. I think the best team in the cannabis business, and we're excited about that. We're excited about the community partnerships we have. We talked about social equity In different formats, but one of the successful pieces we think of adult use program as in our roles would be opportunity for folks that have not had an opportunity in the cannabis space. And given our position, effectively, we have the privilege to be able to help others be successful. We think that can create a lot of good and some positive cycles, Some actual momentum, which is good. Take a look at the leadership team, many or all of whom are on today's call And are around working hard, but this is how we win as we all communicate. Here's the Board of Directors That you all just reelected for another term, plus Anthony and myself who serve on the Board as well. A great group of individuals and exciting time for all of us. Real quick on some of the financial performance. We announced last quarter, I think in I think that was in May, where we talked about the Q1 where we did over $100,000,000 in revenue and $25,000,000 of EBITDA, Generated some cash. We think the business is at the beginning of kind of the next level of growth, but we have turned the corner to positive EBITDA. Balance sheet has cash. We do have some debt. We have about 3 more years on the debt, which we're comfortable with. And you can see the revenue and EBITDA percent As the fixed costs in the business continue to lever across, which is an interesting spot. We try to be very transparent with the balance sheet in terms of number of shares, 2 20,000,000 fully diluted shares, 209.5 percent currently outstanding. And you can see the math there on Page 28, and this is also on our public Investor Presentation. That's Around the World with Green Thumb here in about 10, 15 minutes. I'm happy to take any questions if there are virtually or live or however we are doing it. I don't see any questions coming in, but I'm going to give it a minute or so as people try to figure out the virtual meeting setup. Well, with no questions, I will conclude. But if you have one here, I'll hit it before we conclude. But thanks everybody for joining our 2nd Annual Meeting as a public company. We're excited about where we are. We think this is early in the U. S. Cannabis growth cycle. I think I emphasized that We think our shareholders are partners with us. We're excited you're here and look forward to the future together. So thank you everybody for joining. Please reach out to Investor Relations with any other questions or if you need anything. And look forward to talking to you soon. Thanks everybody.