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operators and the local community.
−Removed: On April 22, 2021, ZP Data Platform 1 LLC, a wholly owned subsidiary
−Removed: of the Company (“ZP Data”), entered into a Limited Liability Company Operating Agreement (the “Beakon Operating Agreement”)
−Removed: with a non-affiliated joint venture partner in connection with the formation of Beakon, LLC (“Beakon”), a Delaware limited
−Removed: liability company formed on April 16, 2021.
−Removed: Beakon signed a licensing agreement for the licensing of a consumer data/marketing software
−Removed: platform that Beakon will white-label for the cannabis industry.
−Removed: Beakon’s goal is to develop and leverage the platform to help drive
−Removed: foot traffic to brick and mortar retail (i.e.
−Removed: dispensaries), and thus enhance the value of the real estate and mitigate risk.
−Removed: to the Beakon Operating Agreement, ZP Data purchased 50 units of Beakon for $50, which represent 50% of the membership interests of Beakon.
+Added: On April 22, 2021, ZP Data Platform 1 LLC, a wholly
+Added: owned subsidiary of the Company (“ZP Data”), entered into a Limited Liability Company Operating Agreement (the “Beakon
+Added: Operating Agreement”) with a non-affiliated joint venture partner in connection with the formation of Beakon, LLC (“Beakon”),
+Added: a Delaware limited liability company formed on April 16, 2021.
+Added: Beakon signed a licensing agreement for the licensing of a consumer data/marketing
+Added: software platform that Beakon will white-label for the cannabis industry.
+Added: Beakon’s goal is to develop and leverage the platform
+Added: to help drive foot traffic to brick and mortar retail (i.e.
+Added: dispensaries), and thus enhance the value of the real estate and mitigate
+Added: Pursuant to the Beakon Operating Agreement, ZP Data purchased 50 units of Beakon for $50, which represent 50% of the membership
+Added: interests of Beakon.
Each unit represents, with respect to any member, such member’s:
−Removed: (i) interest in Beakon’s capital, (ii) share of Beakon’s
−Removed: net profits and net losses (and specially allocated items of income, gain, and deduction), and the right to receive distributions of net
−Removed: cash flow from Beakon, (iii) right to inspect Beakon’s books and records, and (iv) right to participate in the management of and
−Removed: vote on matters coming before the members as provided in the Beakon Operating Agreement.
−Removed: The transactions discussed above resulted in
−Removed: a joint venture, in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification
−Removed: (“ASC”) 323-10 – Investments- Equity and Joint Ventures, between ZP Data and the non-affiliated party.
−Removed: the entities has 50% equity ownership and voting rights, and joint control in Beakon.
−Removed: ZP Data will account for its investment in Beakon
−Removed: under the equity method of accounting in accordance with ASC 323.
−Removed: During the three months ended June 30, 2021, we contributed $75,000
+Added: (i) interest in Beakon’s capital, (ii)
+Added: share of Beakon’s net profits and net losses (and specially allocated items of income, gain, and deduction), and the right to receive
+Added: distributions of net cash flow from Beakon, (iii) right to inspect Beakon’s books and records, and (iv) right to participate in
+Added: the management of and vote on matters coming before the members as provided in the Beakon Operating Agreement.
+Added: The transactions discussed
+Added: above resulted in a joint venture, in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting
+Added: Standards Codification (“ASC”) 323-10 – Investments- Equity and Joint Ventures, between ZP Data and the non-affiliated
+Added: Each of the entities has 50% equity ownership and voting rights, and joint control in Beakon.
+Added: ZP Data will account for its investment
+Added: in Beakon under the equity method of accounting in accordance with ASC 323.
+Added: During the nine months ended September 30, 2021, we contributed
+Added: $86,000 to Beakon.
On May 1, 2021, we entered into a Limited Liability
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$90,000 to Zoneomics.
−Removed: For the three and six months ended June 30, 2021 and 2020, substantially
−Removed: all of our revenues were generated from triple-net leases to tenants that are controlled by one entity (each, a “Significant Tenant”
−Removed: and collectively, the “Significant Tenants”), which is located in the State of Arizona.
+Added: For the three and nine months ended September
+Added: 30, 2021 and 2020, substantially all of our revenues were generated from triple-net leases to tenants that are controlled by one entity
+Added: (each, a “Significant Tenant” and collectively, the “Significant Tenants”), which is located in the State of Arizona.
On June 1, 2021, we closed on the sale of our
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and development, property management, facilities management systems, and security system installation.
−Removed: As of June 30, 2021, a summary of rental properties
−Removed: owned by us consisted of the following:
+Added: As of September 30, 2021, a summary of rental
+Added: properties owned by us consisted of the following:
Chino Valley,
Green Valley,
+Added: Greenhouse/ Nursery
(special use)
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Vacant Rentable Sq.
−Removed: rented as of June 30, 2021
+Added: rented as of September 30, 2021
Annual Base Rent (*,**)
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Chino Valley,
−Removed: Green Valley,
Supreme Court has ruled that it is the
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a lack of safety for use under medical supervision and a high potential for abuse.
−Removed: The DOJ defines Schedule I drugs, substances or chemicals
−Removed: as “drugs with no currently accepted medical use and a high potential for abuse.” However, the FDA has approved Epidiolex,
−Removed: which contains a purified form of the drug CBD, a non-psychoactive ingredient in the cannabis plant, for the treatment of seizures
−Removed: associated with two epilepsy conditions.
−Removed: The FDA has not approved cannabis or cannabis compounds as a safe and effective drug for any
−Removed: other condition.
−Removed: Moreover, pursuant to the Farm Bill, CBD remains a Schedule I controlled substance under the CSA, with a narrow exception
−Removed: for CBD derived from hemp with a THC concentration of less than 0.3%.
−Removed: The Company maintains its operations to remain
−Removed: in compliance with the CSA.
−Removed: Even in those jurisdictions in which the manufacture and use of medical marijuana has been legalized at the
−Removed: state level, the possession, use and cultivation all remain violations of federal law that are punishable by imprisonment and substantial
+Added: Department of Justice (the “DOJ”)
+Added: defines Schedule I drugs, substances or chemicals as “drugs with no currently accepted medical use and a high potential for abuse.”
+Added: However, the U.S.
+Added: Food and Drug Administration (the “FDA”) has approved Epidiolex, which contains a purified form of the drug
+Added: cannabidiol (“CBD”), a non-psychoactive ingredient in the cannabis plant, for the treatment of seizures associated
+Added: with two epilepsy conditions.
+Added: The FDA has not approved cannabis or cannabis compounds as a safe and effective drug for any other condition.
+Added: Moreover, pursuant to the Agriculture Improvement Act of 2018 (the “Farm Bill”), CBD remains a Schedule I controlled substance
+Added: under the CSA, with a narrow exception for CBD derived from hemp with a tetrahydrocannabinol (“THC”) concentration of less
+Added: The Company maintains its operations so as to
+Added: remain in compliance with the CSA.
+Added: Even in those jurisdictions in which the manufacture and use of medical marijuana has been legalized
+Added: at the state level, the possession, use and cultivation all remain violations of federal law that are punishable by imprisonment and substantial
fines, and the prescription of marijuana is a violation of federal law.
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The inconsistencies between federal and state
−Removed: regulation of cannabis were addressed in the Cole Memo, which then-Deputy Attorney General James Cole sent to all U.S.
−Removed: District Attorneys
−Removed: in 2013 outlining certain priorities for the DOJ relating to the prosecution of cannabis offenses.
−Removed: The Cole Memo acknowledged that, notwithstanding
−Removed: the designation of cannabis as a Schedule I controlled substance at the federal level, several states had enacted laws authorizing the
−Removed: use of cannabis for medical purposes.
−Removed: The Cole Memo noted that jurisdictions that have enacted laws legalizing cannabis in some form have
−Removed: also implemented strong and effective regulatory and enforcement systems to control the cultivation, processing, distribution, sale, and
−Removed: possession of cannabis.
−Removed: As such, conduct in compliance with those laws and regulations is less likely to implicate the Cole Memo’s
−Removed: enforcement priorities.
−Removed: The DOJ did not provide (and has not provided since) specific guidelines for what regulatory and enforcement systems
−Removed: would be deemed sufficient under the Cole Memo.
−Removed: In light of limited investigative and prosecutorial resources, the Cole Memo concluded
−Removed: that the DOJ should be focused on addressing only the most significant threats related to cannabis, such as distribution of cannabis from
−Removed: states where cannabis is legal to those where cannabis is illegal, the diversion of cannabis revenues to illicit drug cartels and sales
−Removed: of cannabis to minors.
+Added: regulation of cannabis were addressed in a memorandum (the “Cole Memo”) which then-Deputy Attorney General James Cole sent
+Added: District Attorneys in 2013 outlining certain priorities for the DOJ relating to the prosecution of cannabis offenses.
+Added: Cole Memo acknowledged that, notwithstanding the designation of cannabis as a Schedule I controlled substance at the federal level, several
+Added: states had enacted laws authorizing the use of cannabis for medical purposes.
+Added: The Cole Memo noted that jurisdictions that have enacted
+Added: laws legalizing cannabis in some form have also implemented strong and effective regulatory and enforcement systems to control the cultivation,
+Added: processing, distribution, sale, and possession of cannabis.
+Added: As such, conduct in compliance with those laws and regulations is less likely
+Added: to implicate the Cole Memo’s enforcement priorities.
+Added: The DOJ did not provide (and has not provided since) specific guidelines for
+Added: what regulatory and enforcement systems would be deemed sufficient under the Cole Memo.
+Added: In light of limited investigative and prosecutorial
+Added: resources, the Cole Memo concluded that the DOJ should be focused on addressing only the most significant threats related to cannabis,
+Added: such as distribution of cannabis from states where cannabis is legal to those where cannabis is illegal, the diversion of cannabis revenues
+Added: to illicit drug cartels and sales of cannabis to minors.
On January 4, 2018, former U.S.
−Removed: General Jeff Sessions issued the Sessions Memo, which rescinded the Cole Memo.
−Removed: The Sessions Memo stated, in part, that current law reflects
−Removed: “Congress’ determination that cannabis is a dangerous drug and cannabis activity is a serious crime,” and Mr.
−Removed: directed all U.S.
−Removed: Attorneys to enforce the laws enacted by Congress by following well-established principles when pursuing prosecutions
−Removed: related to cannabis activities.
−Removed: The Company is not aware of any prosecutions of investment companies doing routine business with licensed
−Removed: marijuana related businesses in light of the DOJ position following issuance of the Sessions Memo.
−Removed: However, there can be no assurance
−Removed: that the federal government will not enforce federal laws relating to cannabis in the future.
−Removed: As a result of the Sessions Memo, federal
−Removed: prosecutors are now free to utilize their prosecutorial discretion to decide whether to prosecute cannabis activities, despite the existence
−Removed: of state-level laws that may be inconsistent with federal prohibitions.
−Removed: No direction was given to federal prosecutors in the Sessions
−Removed: Memo as to the priority they should ascribe to such cannabis activities, and thus it is uncertain how active U.S.
−Removed: federal prosecutors
−Removed: will be in relation to such activities.
−Removed: Federal prosecutors appear to continue to use the Cole Memo’s
−Removed: priorities as an enforcement guide.
−Removed: Merrick Garland, who became Attorney General on March 10, 2021, has indicated that he would deprioritize
−Removed: enforcement of low-level cannabis crimes such as possession and has shared his view that the government should focus on large-scale
−Removed: criminal enterprises that circumvent state legalization laws instead of going after people who abide by local cannabis policies.
−Removed: believes it is too soon to determine what prosecutorial effects will be created by the rescission of the Cole Memo or any replacement
−Removed: thereof and when or if the Sessions Memo will be rescinded.
+Added: General Jeff Sessions issued a new memorandum (the “Sessions Memo”) which rescinded the Cole Memo.
+Added: The Sessions Memo stated,
+Added: in part, that current law reflects “Congress’ determination that cannabis is a dangerous drug and cannabis activity is a serious
+Added: crime,” and Mr.
+Added: Sessions directed all U.S.
+Added: Attorneys to enforce the laws enacted by Congress by following well-established
+Added: principles when pursuing prosecutions related to cannabis activities.
+Added: The Company is not aware of any prosecutions of investment companies
+Added: doing routine business with licensed marijuana related businesses in light of the DOJ position following issuance of the Sessions Memo.
+Added: However, there can be no assurance that the federal government will not enforce federal laws relating to cannabis in the future.
+Added: result of the Sessions Memo, federal prosecutors are now free to utilize their prosecutorial discretion to decide whether to prosecute
+Added: cannabis activities, despite the existence of state-level laws that may be inconsistent with federal prohibitions.
+Added: No direction was given
+Added: to federal prosecutors in the Sessions Memo as to the priority they should ascribe to such cannabis activities, and thus it is uncertain
+Added: how active U.S.
+Added: federal prosecutors will be in relation to such activities.
+Added: Federal prosecutors appear to continue to use
+Added: the Cole Memo’s priorities as an enforcement guide.
+Added: Merrick Garland, who became Attorney General on March 10, 2021, has indicated
+Added: that he would deprioritize enforcement of low-level cannabis crimes such as possession, and has shared his view that the government
+Added: should focus on large-scale criminal enterprises that circumvent state legalization laws instead of going after people who abide by local
+Added: cannabis policies.
+Added: The Company believes it is too soon to determine what prosecutorial effects will be created by the rescission of the
+Added: Cole Memo or any replacement thereof and when or if the Sessions Memo will be rescinded.
President Joseph R.
−Removed: Biden, who assumed office in January 2021, has not yet
−Removed: indicated whether and when he will decriminalize or legalize cannabis and has previously stated that he is opposed to legalization.
−Removed: sheer size of the cannabis industry, in addition to participation by state and local governments and investors, suggests that a large-scale
−Removed: federal enforcement operation would more than likely create unwanted political backlash for the DOJ and the current administration.
−Removed: is also possible that the change of Congressional leadership in January 2021 could change the priorities of Congress and encourage reconciliation
−Removed: of federal and state laws.
−Removed: Regardless, at this time, cannabis remains a Schedule I controlled substance at the federal level.
−Removed: federal government has always reserved the right to enforce federal law regarding the sale and disbursement of medical or adult use
−Removed: cannabis, even if state law authorizes such sale and disbursement.
−Removed: It is unclear whether the risk of enforcement has been altered.
+Added: Biden, who assumed office
+Added: in January 2021, has not yet indicated whether and when he will decriminalize or legalize cannabis and has previously stated that he is
+Added: opposed to legalization.
+Added: The sheer size of the cannabis industry, in addition to participation by state and local governments and investors,
+Added: suggests that a large-scale federal enforcement operation would more than likely create unwanted political backlash for the DOJ and the
+Added: current administration.
+Added: It is also possible that the change of Congressional leadership in January 2021 could change the priorities of
+Added: Congress and encourage reconciliation of federal and state laws.
+Added: Regardless, at this time, cannabis remains a Schedule I controlled
+Added: substance at the federal level.
+Added: federal government has always reserved the right to enforce federal law regarding the sale and
+Added: disbursement of medical or adult use cannabis, even if state law authorizes such sale and disbursement.
+Added: It is unclear whether the risk
+Added: of enforcement has been altered.
One legislative safeguard for the medical cannabis
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For fiscal years 2015, 2016,
−Removed: 2017 and 2018, Congress adopted the Rohrabacher-Blumenauer Amendment to prevent the federal government from using congressionally appropriated
−Removed: funds to enforce federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local law.
−Removed: Rohrabacher-Blumenauer Amendment was included in the fiscal year 2018 budget passed on March 23, 2018.
−Removed: The Rohrabacher-Blumenauer
−Removed: Amendment was included in the consolidated appropriations bill signed into legislation by former President Trump in February 2019.
−Removed: signing the Rohrabacher-Blumenauer Amendment, former President Trump issued a signing statement noting that the Rohrabacher-Blumenauer
−Removed: Amendment “provides that the Department of Justice may not use any funds to prevent implementation of medical marijuana laws by
−Removed: various States and territories,” and further stating “I will treat this provision consistent with the President’s constitutional
−Removed: responsibility to faithfully execute the laws of the United States.” On June 20, 2019, the House approved a broader amendment
−Removed: that, in addition to protecting state medical cannabis programs, would also protect state adult use programs.
−Removed: On September 26, 2019,
−Removed: the Senate Appropriations Committee declined to take up the broader amendment but did approve the Rohrabacher-Blumenauer Amendment for
−Removed: the fiscal year 2020 spending bill.
−Removed: On September 27, 2019, the Rohrabacher-Blumenauer Amendment was renewed as part of a stopgap
−Removed: spending bill, in effect through November 21, 2019, and was then renewed through a series of stopgap spending bills passed in 2020.
−Removed: On December 27, 2020, the amendment was renewed through the signing of the fiscal year 2021 omnibus spending bill, effective through
−Removed: September 30, 2021.
−Removed: Despite the rescission of the Cole Memo, the DOJ appears to continue to adhere to the enforcement priorities
−Removed: set forth in the Cole Memo.
−Removed: The Cole Memo and the Rohrabacher-Blumenauer Amendment gave licensed
−Removed: cannabis operators (particularly medical cannabis operators) and investors in states with legal regimes greater certainty regarding the
−Removed: DOJ’s enforcement priorities and the risk of operating cannabis businesses.
−Removed: While the Sessions Memo has introduced some uncertainty
−Removed: regarding federal enforcement, the cannabis industry continues to experience growth in legal medical and adult use markets across the
−Removed: United States.
+Added: 2017 and 2018, Congress adopted a so-called “rider” provision to the Consolidated Appropriations Act (formerly referred to
+Added: as the Rohrabacher-Farr Amendment and currently referred to as the Rohrabacher-Blumenauer Amendment) to prevent the federal government
+Added: from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical cannabis actors operating in
+Added: compliance with state and local law.
+Added: The Rohrabacher-Blumenauer Amendment was included in the fiscal year 2018 budget passed on March 23,
+Added: The Rohrabacher-Blumenauer Amendment was included in the consolidated appropriations bill signed into legislation by former President
+Added: Trump in February 2019.
+Added: In signing the Rohrabacher-Blumenauer Amendment, former President Trump issued a signing statement noting that
+Added: the Rohrabacher-Blumenauer Amendment “provides that the Department of Justice may not use any funds to prevent implementation of
+Added: medical marijuana laws by various States and territories,” and further stating “I will treat this provision consistent with
+Added: the President’s constitutional responsibility to faithfully execute the laws of the United States.” On June 20, 2019,
+Added: the House approved a broader amendment that, in addition to protecting state medical cannabis programs, would also protect state adult
+Added: use programs.
+Added: On September 26, 2019, the Senate Appropriations Committee declined to take up the broader amendment but did approve
+Added: the Rohrabacher-Blumenauer Amendment for the fiscal year 2020 spending bill.
+Added: On September 27, 2019, the Rohrabacher-Blumenauer Amendment
+Added: was renewed as part of a stopgap spending bill, in effect through November 21, 2019, and was then renewed through a series of stopgap
+Added: spending bills passed in 2020.
+Added: On December 27, 2020, the amendment was renewed through the signing of the fiscal year 2021 omnibus
+Added: spending bill, effective through September 30, 2021.
+Added: Despite the rescission of the Cole Memo, the DOJ appears to continue to adhere
+Added: to the enforcement priorities set forth in the Cole Memo.
+Added: The Cole Memo and the Rohrabacher-Blumenauer Amendment
+Added: gave licensed cannabis operators (particularly medical cannabis operators) and investors in states with legal regimes greater certainty
+Added: regarding the DOJ’s enforcement priorities and the risk of operating cannabis businesses.
+Added: While the Sessions Memo has introduced
+Added: some uncertainty regarding federal enforcement, the cannabis industry continues to experience growth in legal medical and adult use markets
+Added: across the United States.
When she was a U.S.
−Removed: Senator, Vice President Kamala Harris was the lead sponsor of the Marijuana Opportunity, Reinvestment,
−Removed: and Expungement (MORE) Act, which seeks to end the federal prohibition of marijuana, among other things, but in March 2020, it was reported
−Removed: that Vice President Harris has adopted the same position as President Biden, who opposes legalization.
−Removed: Currently, there is no guarantee
−Removed: that state laws legalizing and regulating the sale and use of cannabis will remain in place or that local governmental authorities will
−Removed: not limit the applicability of state laws within their respective jurisdictions.
+Added: Senator, Vice President Kamala Harris was the lead sponsor of the Marijuana Opportunity,
+Added: Reinvestment, and Expungement (MORE) Act, which seeks to end the federal prohibition of marijuana, among other things, but in March 2020,
+Added: it was reported that Vice President Harris has adopted the same position as President Biden, who opposes legalization.
+Added: Currently, there
+Added: is no guarantee that state laws legalizing and regulating the sale and use of cannabis will remain in place or that local governmental
+Added: authorities will not limit the applicability of state laws within their respective jurisdictions.
Unless and until the U.S.
−Removed: Congress amends the CSA with
−Removed: respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal
−Removed: authorities may enforce current U.S.
+Added: Congress amends
+Added: the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is
+Added: a risk that federal authorities may enforce current U.S.
federal law criminalizing cannabis.
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federal proceeding which may be brought against the Company.
−Removed: As of June 30, 2021, 39 states, plus the District
−Removed: of Columbia (and the territories of Guam, Puerto Rico, the U.S.
−Removed: Virgin Islands and the Northern Mariana Islands), have legalized the cultivation
−Removed: and sale of cannabis for medical purposes.
−Removed: In 18 of those states, the sale and possession of cannabis is legal for both medical and adult
−Removed: use, and the District of Columbia has legalized adult use but not commercial sale.
−Removed: In November 2020, voters in Arizona, Montana, New Jersey,
−Removed: and South Dakota voted by referendum to legalize cannabis for adult use, and voters in Mississippi and South Dakota voted to legalized
−Removed: cannabis for medical use, and in February 2021, the Virginia legislature approved a bill that would legalize cannabis for adult use beginning
−Removed: The Virginia bill is awaiting signature by the governor, and if signed, Virginia will be the first southern state to legalize
−Removed: cannabis for adult use.
−Removed: Also in February 2021, New Jersey Governor Phil Murphy signed three bills into law that legalize cannabis for
+Added: As of September 30, 2021, 39 states, plus the
+Added: District of Columbia (and the territories of Guam, Puerto Rico, the U.S.
+Added: Virgin Islands and the Northern Mariana Islands), have legalized
+Added: the cultivation and sale of cannabis for medical purposes.
+Added: In 18 of those states, the sale and possession of cannabis is legal for both
+Added: medical and adult use, and the District of Columbia has legalized adult use but not commercial sale.
+Added: In November 2020, voters in Arizona,
+Added: Montana, New Jersey, and South Dakota voted by referendum to legalize cannabis for adult use, and voters in Mississippi and South Dakota
+Added: voted to legalized cannabis for medical use.
+Added: In July 2021, Virginia became the first southern state to legalize cannabis for adult use.
+Added: Also in February 2021, New Jersey Governor Phil Murphy signed three bills into law that legalize cannabis for adult use.
+Added: In addition, in November 2010, Arizona voters
+Added: passed the Arizona Medical Marijuana Act (“AMMA”).
+Added: The AMMA designates the Arizona Department of Health Services (“ADHS”)
+Added: as the licensing authority for the program.
+Added: ADHS is tasked with issuing Registry Identification Cards (“RIC”) to qualifying
+Added: patients, designated caregivers, and dispensary agents, as well as selecting, registering, and providing oversight for nonprofit medical
+Added: marijuana dispensaries.
+Added: With permission from ADHS, qualifying patients or their caregivers may cultivate marijuana if the patient lives
+Added: more than 25 miles from a dispensary.
+Added: Qualifying patients can legally possess and purchase
+Added: medical marijuana under Arizona law as long as they hold a RIC.
+Added: They acquire their medicine from non-profit medical marijuana dispensaries.
+Added: These dispensaries acquire, possess, cultivate, manufacture, deliver, transfer, transport, supply, sell, and dispense medical marijuana.
+Added: Arizona is divided into 126 Community Health Assessment Areas (each, a “CHAA”) and each CHAA may only have one dispensary
+Added: located within it.
+Added: Dispensaries are the only place patients are legally allowed to purchase medical marijuana in Arizona.
+Added: permits the number of CHAAs to change based on the number of registered pharmacies in Arizona.
+Added: In order to operate, a dispensary must
+Added: have a Dispensary Registration Certificate and Approval to Operate Certificate from ADHS.
+Added: The first dispensaries began operation in 2012,
+Added: and it is anticipated that at maturity, there will be about 112 dispensaries statewide - one in each CHAA not part of one of Arizona’s
+Added: Native American Indian Reservations.
+Added: We will continue to monitor
+Added: compliance on an ongoing basis in accordance with our compliance program and standard operating procedures.
+Added: While our operations are in
+Added: full compliance with all applicable state laws, regulations and licensing requirements, such activities remain illegal under federal law.
+Added: For the reasons described above and the risks further described in our Annual Report for the year ended December 31, 2020, as filed with
+Added: the SEC, there are significant risks associated with our business.
+Added: Financial transactions involving proceeds generated
+Added: by marijuana-related conduct can form the basis for prosecution under the federal money laundering statutes, unlicensed money transmitter
+Added: statute and the Bank Secrecy Act.
+Added: Previous guidance issued by the Financial Crimes Enforcement Network, a division of the U.S.
+Added: of the Treasury (“FinCEN”), clarifies how financial institutions can provide services to marijuana-related businesses consistent
+Added: with their obligations under the Bank Secrecy Act.
+Added: Prior to the DOJ’s announcement in 2018 of the rescission of the Cole Memo and
+Added: related memoranda, supplemental guidance from the DOJ directed federal prosecutors to consider the federal enforcement priorities enumerated
+Added: in the Cole Memo when determining whether to charge institutions or individuals with any of the financial crimes described above based
+Added: upon marijuana-related activity.
+Added: Consequently, those businesses involved in the
+Added: marijuana industry continue to encounter difficulty establishing banking relationships, which may increase over time.
+Added: Our inability to
+Added: maintain our current bank accounts would make it difficult for us to operate our business, increase our operating costs, and pose additional
+Added: operational, logistical and security challenges and could result in our inability to implement our business plan.
+Added: The inability of our current and potential tenants
+Added: to open accounts and continue using the services of banks will limit their ability to enter into triple-net lease arrangements with us
+Added: or may result in their default under our lease agreements, either of which could materially harm our business and the trading price of
+Added: our securities.
+Added: Local, state and federal marijuana laws and regulations
+Added: are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance
+Added: or alter our business plan.
+Added: In addition, violations of these laws, or allegations of such violations, could disrupt our business and result
+Added: in a material adverse effect on its operations.
+Added: In addition, it is possible that regulations may be enacted in the future that will be
+Added: directly applicable to our proposed business.
+Added: We cannot predict the nature of any future laws, regulations, interpretations or applications,
+Added: nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated,
+Added: could have on our business.
The Company will focus heavily on the growth of
5 unchanged sentences
We are moving to take advantage of new opportunities.
−Removed: Pursuant to the terms of the several lease amendments our Significant
−Removed: Tenants, among other things, base rent base rent was abated from June 1, 2020 to July 31, 2020 on all of our Significant Tenant leases
−Removed: which decreased our cash flow from operation during the year ended December 31, 2020 by $179,000.
−Removed: In addition, the parties agreed that
−Removed: from the period from May 31, 2020 to June 30, 2022, our Significant Tenants will invest a combined total of at least $8,000,000 improvements
−Removed: in and to the properties in Chino Valley and Tempe prior to June 30, 2022.
−Removed: Any increase in the rentable area of the leased premises will
−Removed: result in an increase in all amounts calculated based on the same, including, without limitation, base rent.
−Removed: As of June 30, 2021, the
−Removed: Company’s Significant Tenants have completed improvements to the Facilities totaling in excess of $8,000,000 and have satisfied
−Removed: the contractual obligations related to the same.
−Removed: As soon as the improved, rentable areas have received all required approvals for occupancy
−Removed: and commencement of operations, the Company and Broken Arrow expect to complete any appropriate amendments to the Lease Agreement.
+Added: Pursuant to the terms of the several lease amendments
+Added: our Significant Tenants, among other things, base rent base rent was abated from June 1, 2020 to July 31, 2020 on all of our Significant
+Added: Tenant leases, which decreased our cash flow from operations during the year ended December 31, 2020 by $179,000.
+Added: In addition, the parties
+Added: agreed that from the period from May 31, 2020 to June 30, 2022, our Significant Tenants will invest a combined total of at least $8,000,000
+Added: in improvements in and to the properties in Chino Valley and Tempe prior to June 30, 2022.
+Added: Any increase in the rentable area of the leased
+Added: premises will result in an increase in all amounts calculated based on the same, including, without limitation, base rent.
+Added: As of September
+Added: 30, 2021, the Company’s Significant Tenants have completed improvements to the facilities totaling in excess of $8,000,000 and have
+Added: satisfied the contractual obligations related to the same.
+Added: Effective September 1, 2021, the Company and Broken Arrow completed amendments
+Added: to the Chino Valley Lease Agreement.
+Added: Also, in the Third Chino Valley Amendment, the
+Added: parties acknowledged that the premises had received approval for a plan that authorizes additional operational square footage that can
+Added: be constructed.
+Added: If built to currently approved capacity, the rental payments would increase to $128,995 base rental payment monthly, plus
+Added: additional rental payments.
+Added: However, Broken Arrow is under no contractual obligation to complete this additional expansion.
In March 2020, the World Health Organization declared
4 unchanged sentences
Currently, all of the properties in our portfolio are open to our
−Removed: Significant Tenants and their customers and have remained open pursuant to state and local government requirements.
−Removed: We did not experience
−Removed: in 2020, and we do not foresee in 2021, any material changes to our operations from COVID-19.
−Removed: Our tenants are continuing to generate revenue
−Removed: at these properties, and they have continued to make rental payments in full and on time and we believe the tenants’ liquidity position
−Removed: is sufficient to cover its expected rental obligations.
−Removed: Accordingly, while we do not anticipate an impact on our operations, we cannot
−Removed: estimate the duration of the pandemic and potential impact on our business if the properties must close or if the tenants are otherwise
−Removed: unable or unwilling to make rental payments.
−Removed: In addition, a severe or prolonged economic downturn could result in a variety of risks to
−Removed: our business, including weakened demand for our properties and a decreased ability to raise additional capital when needed on acceptable
−Removed: terms, if at all.
−Removed: At this time, we are unable to estimate the impact of this event on our operations.
+Added: Significant Tenants pursuant to state and local government requirements.
+Added: We did not experience in 2020, and we do not foresee in 2021,
+Added: any material changes to our operations from COVID-19.
+Added: Our tenants are continuing to generate revenue at these properties, and they have
+Added: continued to make rental payments in full and on time and we believe the tenants’ liquidity position is sufficient to cover its
+Added: expected rental obligations.
+Added: Accordingly, while we do not anticipate an impact on our operations, we cannot estimate the duration of the
+Added: pandemic and potential impact on our business if the properties must close or if the tenants are otherwise unable or unwilling to make
+Added: rental payments.
+Added: In addition, a severe or prolonged economic downturn could result in a variety of risks to our business, including weakened
+Added: demand for our properties and a decreased ability to raise additional capital when needed on acceptable terms, if at all.
+Added: time, we are unable to estimate the impact of this event on our operations.
Results of Operations
2 unchanged sentences
the periods identified below and should be read in conjunction with the unaudited condensed consolidated financial statements and the
−Removed: notes to those statements for the three and six months ended June 30, 2021 and 2020, which are included elsewhere in this quarterly report
−Removed: on Form 10-Q.
−Removed: The results discussed below are for the three and six months ended June 30, 2021 and 2020.
+Added: notes to those statements for the three and nine months ended September 30, 2021 and 2020, which are included elsewhere in this quarterly
+Added: report on Form 10-Q.
+Added: The results discussed below are for the three and nine months ended September 30, 2021 and 2020.
Comparison of Results of Operations for
−Removed: the Three and Six Months ended June 30, 2021 and 2020
−Removed: For the three and six months ended June 30, 2021 and 2020, revenues
+Added: the Three and Nine Months Ended September 30, 2021 and 2020
+Added: For the three and nine months ended September 30, 2021 and 2020, revenues
consisted of the following:
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: Nine Months Ended
+Added: September 30,
Rent revenues
2 unchanged sentences
Total revenues
−Removed: For the three months ended June 30, 2021, total
−Removed: revenues amounted to $550,064, including Significant Tenants revenues of $291,982, as compared to $299,824, including Significant Tenant
−Removed: revenues of $294,043, for the three months ended June 30, 2020, an increase of $250,240, or 83.5%.
−Removed: For the six months ended June 30, 2021,
+Added: For the three months ended September 30, 2021,
total revenues amounted to $387,365, including Significant Tenants revenues of $311,065, as compared to $302,772, including Significant
−Removed: Tenant revenues of $580,946, for the six months ended June 30, 2020, an increase of $292,216, or 48.4%.
−Removed: For the three months ended June
−Removed: 30, 2021, the increase in revenues was attributable to an increase in rental revenue from our Significant Tenant of $22,756 and an increase
−Removed: in brokerage revenue of $236,592 related to commission earned on a real estate listing, offset by a decrease in advisory revenues of $9,108.
−Removed: For the six months ended June 30, 2021, the increase in revenues was attributable to an increase in rental revenue from our Significant
−Removed: Tenant of $38,451, an increase in brokerage revenue of $236,592 related to commission earned on a real estate listing, and an increase
+Added: Tenant revenues of $297,793, for the three months ended September 30, 2020, an increase of $84,593, or 27.9%.
+Added: For the nine months ended
+Added: September 30, 2021, total revenues amounted to $1,283,274, including Significant Tenants revenues of $899,525, as compared to $906,465,
+Added: including Significant Tenant revenues of $878,759, for the nine months ended September 30, 2020, an increase of $376,809, or 41.6%.
+Added: the three months ended September 30, 2021, the increase in revenues was attributable to an increase in rental revenue from our Significant
+Added: Tenant of $29,780 and an increase in brokerage revenue of $69,500 related to commission earned on a real estate listing, offset by a decrease
in advisory revenues of $14,687.
−Removed: Substantially all of the Company’s real estate properties are leased under triple-net leases to
−Removed: the Significant Tenants.
+Added: For the nine months ended September 30, 2021, the increase in revenues was attributable to an increase
+Added: in rental revenue from our Significant Tenant of $68,231, an increase in brokerage revenue of $306,092 related to commission earned on
+Added: real estate listings, and an increase in advisory revenues of $2,486.
+Added: Substantially all of the Company’s real estate properties
+Added: are leased under triple-net leases to the Significant Tenants.
Operating expenses
−Removed: For the three months ended June 30, 2021, operating
−Removed: expenses amounted to $410,411 as compared to $290,071 for the three months ended June 30, 2020, an increase of $120,340, or 41.5%.
−Removed: the six months ended June 30, 2021, operating expenses amounted to $799,624 as compared to $660,642 for the six months ended June 30,
−Removed: 2020, an increase of $138,982, or 21.0%.
−Removed: For the three and six months ended June 30, 2021 and 2020, operating expenses consisted of the
+Added: For the three months ended September 30, 2021,
+Added: operating expenses amounted to $440,816 as compared to $249,021 for the three months ended September 30, 2020, an increase of $191,795,
+Added: For the nine months ended September 30, 2021, operating expenses amounted to $1,240,440 as compared to $909,663 for the nine
+Added: months ended September 30, 2020, an increase of $330,777, or 36.4%.
+Added: For the three and nine months ended September 30, 2021 and 2020, operating
+Added: expenses consisted of the following:
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: Nine Months Ended
+Added: September 30,
Compensation and benefits
4 unchanged sentences
Gain on sale of rental property
−Removed: For the three months ended June 30, 2021, compensation and benefit expense decreased by $23,585, or 26.9%, as compared to the three months ended June 30, 2020.
−Removed: This decrease was primarily attributable to a decrease in compensation and benefits of $23,585.
−Removed: For the six months ended June 30, 2021, compensation and benefit expense decreased by $22,955, or 10.5%, as compared to the six months ended June 30, 2020.
−Removed: This decrease was attributable to a decrease in compensation and benefits of $54,628, offset by an increase in stock-based compensation of $31,673.
+Added: For the three months ended September 30, 2021, compensation and benefit expense increased by $67,450, or 113.5%, as compared to the three months ended September 30, 2020.
+Added: This increase was primarily attributable to an increase in stock-based compensation of $22,329 related to stock options issued and an increase in compensation and benefits of $45,121 related to the hiring of additional personnel.
+Added: For the nine months ended September 30, 2021, compensation and benefit expense increased by $44,495, or 16.0%, as compared to the nine months ended September 30, 2020.
+Added: This increase was attributable to an increase in stock-based compensation of $54,002, offset by a decrease in compensation and benefits of $9,507.
The increase in stock-based compensation related to an increase in stock-based compensation from the accretion of stock option expense and an increase in the value of shares issued for services.
−Removed: For the three months ended June 30, 2021, professional fees increased by $184,321, or 433.7%, as compared to the three months ended June 30, 2020.
−Removed: This increase was primarily attributable to an increase in consulting fees of $37,563, an increase in public relations fees of $16,500, an increase in legal fees of $9,081, and an increase in commission fees of $124,741 primarily related to commission paid on brokerage revenues, offset by a decrease in accounting fees of $3,800.
−Removed: For the six months ended June 30, 2021, professional fees increased by $207,328, or 182.0%, as compared to the six months ended June 30, 2020.
+Added: For the three months ended September 30, 2021, professional fees increased by $112,209, or 314.3%, as compared to the three months ended September 30, 2020.
+Added: This increase was primarily attributable to an increase in consulting fees of $36,330, an increase in public relations fees of $18,410, an increase in legal fees of $12,556, and an increase in commission fees of $44,913 primarily related to commission paid on brokerage revenues.
+Added: For the nine months ended September 30, 2021, professional fees increased by $319,537, or 213.6%, as compared to the nine months ended September 30, 2020.
This increase was primarily attributable to an increase in consulting fees of $96,122, an increase in public relations fees of $41,410, an increase in legal fees of $16,408, and an increase in commission fees of $169,653 primarily related to commission paid on brokerage revenues, offset by a decrease in accounting fees of $4,042.
General and administrative expenses consist of expenses such as rent expense, directors’ and officers’ liability insurance, travel expenses, office expenses, telephone and internet expenses and other general operating expenses.
−Removed: For the three months ended June 30, 2021, general and administrative expenses increased by $1,913, or 4.0%, as compared to the three months ended June 30, 2020.
−Removed: For the six months ended June 30, 2021, general and administrative expenses decreased by $3,705, or 3.5%, as compared to the six months ended June 30, 2020.
−Removed: For the three months ended June 30, 2021, depreciation expense increased by $9,348, or 10.3%, as compared to the three months ended June 30, 2020.
−Removed: For the six months ended June 30, 2021, depreciation expense increased by $9,511, or 5.2%, as compared to the six months ended June 30, 2020.
−Removed: For the three months ended June 30, 2021, real estate taxes increased by $287, or 1.4%, as compared to the three months ended June 30, 2020.
−Removed: For the six months ended June 30, 2021, real estate taxes increased by $747, or 1.8%, as compared to the six months ended June 30, 2020.
−Removed: For the three and six months ended June 30, 2021, we recorded a gain from the sale of our Gilbert property of $51,944.
+Added: For the three months ended September 30, 2021, general and administrative expenses increased by $4,570, or 10.8%, as compared to the three months ended September 30, 2020.
+Added: For the nine months ended September 30, 2021, general and administrative expenses increased by $865, or 0.6%, as compared to the nine months ended September 30, 2020.
+Added: For the three months ended September 30, 2021, depreciation expense increased by $7,553, or 8.3%, as compared to the three months ended September 30, 2020.
+Added: For the nine months ended September 30, 2021, depreciation expense increased by $17,064, or 6.3%, as compared to the nine months ended September 30, 2020.
+Added: For the three months ended September 30, 2021, real estate taxes increased by $13, or less than 1.0%, as compared to the three months ended September 30, 2020.
+Added: For the nine months ended September 30, 2021, real estate taxes increased by $760, or 1.2%, as compared to the nine months ended September 30, 2020.
+Added: For the nine months ended September 30, 2021, we recorded a gain from the sale of our Gilbert property of $51,944.
We did not record any gain or loss from the sale of rental property during the 2020 periods.
1 unchanged sentence
As a result of the factors described above, for
−Removed: the three months ended June 30, 2021, income from operations amounted to $139,653 as compared to income from operations of $9,753 for
−Removed: the three months ended June 30, 2020, an increase of $129,900, or 1,331.9%.
−Removed: For the six months ended June 30, 2021, income from operations
−Removed: amounted to $96,285 as compared to a loss from operations of $(56,949) for the six months ended June 30, 2020, an increase of $153,234,
+Added: the three months ended September 30, 2021, loss from operations amounted to $(53,451) as compared to income from operations of $53,751
+Added: for the three months ended September 30, 2020, a decrease of $107,202, or 199.4%.
+Added: For the nine months ended September 30, 2021, income
+Added: from operations amounted to $42,834 as compared to a loss from operations of $(3,198) for the nine months ended September 30, 2020, an
+Added: increase of $46,032, or 1,439.4%.
Other (expense) income
1 unchanged sentence
expense incurred on debt with third parties and a related party and also includes other income (expense).
−Removed: For the three months ended June
+Added: For the three months ended September
30, 2021, total other expenses, net amounted to $42,044 as compared to total other expenses, net of $28,662, respectively, representing
−Removed: a decrease of $1,621, or 5.6%.
−Removed: This decrease was attributable to an increase in interest income of $1,621 attributable to interest earned
−Removed: on the convertible note receivable.
−Removed: For the six months ended June 30, 2021, total other expenses, net amounted to $55,026 as compared
−Removed: to total other expenses, net of $58,748, respectively, representing a decrease of $3,722, or 6.3%.
−Removed: This decrease was attributable to an
−Removed: increase in interest income of $3,722 attributable to interest earned on the convertible note receivable.
+Added: an increase of $13,382, or 46.7%.
+Added: This increase was attributable to an increase in loss from joint ventures of $15,021, offset by an increase
+Added: in interest income of $1,639 attributable to interest earned on the convertible note receivable.
+Added: For the nine months ended September
+Added: 30, 2021, total other expenses, net amounted to $97,070 as compared to total other expenses, net of $87,410, respectively, representing
+Added: an increase of $9,660, or 11.1%.
+Added: This increase was attributable to an increase in loss from joint ventures of $15,021, offset by an increase
+Added: in interest income of $5,361 attributable to interest earned on the convertible note receivable.
+Added: Net (loss) income
As a result of the foregoing, for the three months
−Removed: ended June 30, 2021 and 2020, net income (loss) amounted to $112,594, or $0.01 per common share (basic) and $0.00 per common share (diluted),
−Removed: and $(18,927), or $(0.00) per common share (basic and diluted), respectively.
−Removed: For the six months ended June 30, 2021 and 2020, net income
−Removed: (loss) amounted to $41,259, or $0.00 per common share (basic) and $0.00 per common share (diluted), and $(115,697), or $(0.01) per common
−Removed: share (basic and diluted), respectively.
+Added: ended September 30, 2021 and 2020, net (loss) income amounted to $(95,495), or $(0.01) per common share (basic and diluted), and $25,089,
+Added: or $0.00 per common share (basic and diluted), respectively.
+Added: For the nine months ended September 30, 2021 and 2020, net loss amounted
+Added: to $(54,236), or $(0.00) per common share (basic and diluted), and $(90,608), or $(0.01) per common share (basic and diluted), respectively.
Liquidity and Capital Resources
1 unchanged sentence
adequate amounts of cash to meet its needs for cash requirements.
−Removed: We had cash of $1,031,316 and $699,335 of cash as of June 30, 2021 and
−Removed: December 31, 2020, respectively.
+Added: We had cash of $1,090,682 and $699,335 of cash as of September 30, 2021
+Added: and December 31, 2020, respectively.
Our primary uses of cash have been for compensation
10 unchanged sentences
We may need to raise additional funds, particularly
−Removed: if we are unable to generate positive cash flow as a result of our operations.
+Added: if we are unable to continue to generate positive cash flows from our operations.
We estimate that based on current plans and assumptions,
58 unchanged sentences
of the A&R Debenture are substantially identical to the terms of the Original Debenture.
+Added: On August 2, 2021, KCB issued to the Company a
+Added: second amended and restated convertible debenture (the “Second A&R Debenture”).
+Added: The Second A&R Debenture amends and
+Added: restates in its entirety the A&R Debenture.
+Added: Pursuant to the Second A&R Debenture, the Company and KCB agreed to revise certain
+Added: terms in the A&R Debenture, as described below.
+Added: Right of Prepayment .
+Added: KCB may prepay the Second A&R Debenture
+Added: at any point after 18 months following the Issue Date, in whole or in part.
+Added: However, if KCB elects to prepay the Second A&R Debenture
+Added: prior to March 19, 2025 (the “Maturity Date”) or prior to any conversion in whole or in part, the Company will be entitled
+Added: to receive a number of KCB Class B units (“Class B Units”), in addition to such prepayment amount, constituting 10% of the
+Added: total outstanding KCB Units (as defined in KCB’s Limited Liability Company Operating Agreement (the “Operating Agreement”)),
+Added: for the avoidance of doubt, being 10% of the total of KCB’s Class A units (“Class A Units”) and the Class B Units together,
+Added: and 10% of the total Percentage Interest (as defined in the Operating Agreement) following such issuance and at the time of such issuance.
+Added: Voluntary Conversion .
+Added: On or after six months from the Issue
+Added: Date, the Company is entitled to convert all or a portion of the principal balance and all accrued and unpaid interest due under the Second
+Added: A&R Debenture (the “Outstanding Amount”) into a number of Class B Units equal to the proportion of the Outstanding Amount
+Added: being converted multiplied by the Conversion Percentage, as defined below).
+Added: Should KCB default on payment hereof, the Company may, at
+Added: its option, extend all conversion rights, through and including the date KCB tenders or attempts to tender payment in full of all amounts
+Added: due under the Second A&R Debenture.
+Added: Conversion rights will terminate upon acceptance by the Company of payment in full of principal,
+Added: accrued interest and any other amounts due under the Second A&R Debenture.
+Added: Conversion Percentage.
+Added: The Conversion Percentage will be 33%
+Added: of the total number of Units (for the avoidance of doubt, being 33% of the total of the Class A Units and the Class B Units together),
+Added: issued and outstanding at the time of conversion, constituting 33% of the total Percentage Interest (the “Conversion Percentage”).
+Added: Right of Maturity Units .
+Added: If (i) KCB does not elect to exercise
+Added: its prepayment rights prior to the Maturity Date, and (ii) the Company does not elect to exercise its conversion rights, and (iii) KCB
+Added: pays to the Company all outstanding principal and interest accrued and due under the terms of the Second A&R Debenture on the Maturity
+Added: Date, then the Company will still be entitled to receive a number of Class B Units, in addition to such payment amount, constituting 8%
+Added: of the total outstanding Units (for the avoidance of doubt, being 8% of the total of the Class A Units and the Class B Units together)
+Added: and 8% of the total Percentage Interest (as such term is defined in the Second A&R Debenture) following such issuance and at the time
+Added: of such issuance.
+Added: Apart from the terms described above, the terms of the Second A&R
+Added: Debenture are substantially identical to the terms of the A&R Debenture.
As discussed in the Overview section and elsewhere,
−Removed: during the three months ended June 30, 2021, we contributed $75,000 to the Beakon joint venture and we contributed $90,000 to the Zoneomics
−Removed: joint venture.
+Added: during the three months ended September 30, 2021, we contributed $86,000 to the Beakon joint venture and we contributed $90,000 to the
+Added: Zoneomics joint venture.
Our future operations are dependent on our ability
6 unchanged sentences
of rent collections.
−Removed: As of June 30, 2021 and December 31, 2020, we had an asset concentration related to our Significant Tenant leases.
−Removed: As of June 30, 2021 and December 31, 2020, these Significant Tenants represented approximately 78.7% and 83.2% of total assets, respectively.
−Removed: If our Significant Tenants are prohibited from operating due to federal or state regulations or due to COVID-19, or cannot pay their rent,
−Removed: we may not have enough working capital to support our operations and we would have to seek out new tenants at rental rates per square
−Removed: less than our current rate per square foot.
+Added: As of September 30, 2021 and December 31, 2020, we had an asset concentration related to our Significant Tenant
+Added: As of September 30, 2021 and December 31, 2020, these Significant Tenants represented approximately 79.2% and 84.3% of total assets,
+Added: respectively.
+Added: If our Significant Tenants are prohibited from operating due to federal or state regulations or due to COVID-19, or cannot
+Added: pay their rent, we may not have enough working capital to support our operations and we would have to seek out new tenants at rental rates
+Added: per square less than our current rate per square foot.
We included audited financial statements of our
−Removed: Significant Tenants as Exhibit 99.1 to our Annual Report on Form 10-K, as filed with the SEC on March 31, 2021, since such audited financial
−Removed: statements represent material information and are necessary for the protection of investors.
+Added: Significant Tenants as Exhibit 99.1 to our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March
+Added: 31, 2021, since such audited financial statements represent material information and are necessary for the protection of investors.
We may secure additional financing to acquire
8 unchanged sentences
may restrict our ability to grow our business operations.
−Removed: For the Six Months Ended June 30, 2021 and
−Removed: June 30, 2020
+Added: For the Nine Months ended September 30, 2021
+Added: and September 30, 2020
Net cash flow provided by operating activities
−Removed: was $284,408 for the six months ended June 30, 2021, as compared net cash flow provided by operating activities of $72,232 for the six
−Removed: months ended June 30, 2020, representing an increase of $212,176.
−Removed: Net cash flow provided by operating activities for the six months ended June 30, 2021 primarily reflected net income of $41,259 adjusted for the add-back of non-cash items consisting of depreciation of $181,486, amortization expense of $9,450, stock-based compensation expense of $52,000, accretion of stock-based stock option expense of $21,909, and a gain on sale of rental property of $(51,944), offset by changes in operating assets and liabilities primarily consisting of an increase in accounts receivable of $145,479, a decrease in prepaid expenses of $79,962, an increase in accounts payable of $74,731, increase in accrued expenses of $9,191, an increase in deferred revenues of $4,000.
−Removed: Net cash flow provided by operating activities for the six months ended June 30, 2020 primarily reflected net loss of $115,697 adjusted for the add-back of non-cash items consisting of depreciation of $181,424, stock-based compensation expense of $24,200 and accretion of stock-based stock option expense of $18,036, offset by changes in operating assets and liabilities primarily consisting of a decrease in prepaid expenses of $52,397, and an increase in accounts payable of $8,152, offset by an increase in deferred rent receivable of $88,750 attributable to the abatement of May and June 2020 rent as part of lease amendments effective on May 31, 2020.
−Removed: During the six months ended June 30, 2021, net
−Removed: cash flow provided by investing activities amounted to $47,573 as compared to net cash used in investing activities of $109,565, a positive
−Removed: change of $157,138.
−Removed: During the six months ended June 30, 2021, cash provided by investing activities was attributable to proceeds from
−Removed: the sale of rental property of $322,332, offset by cash used for an investment in a convertible note receivable of $100,000 as discussed
−Removed: above, cash used in the improvement of rental properties of $7,135, cash used for the purchase of property and equipment of $2,624, and
−Removed: cash used for investment in joint ventures of $165,000.
−Removed: During the six months ended June 30, 2020, net cash flow used in investing activities
−Removed: was attributable to cash used for an investment in a convertible note receivable of $100,000 as discussed above and cash used in the improvement
−Removed: of rental properties of $9,565.
+Added: was $387,999 for the nine months ended September 30, 2021, as compared net cash flow provided by operating activities of $48,470 for the
+Added: nine months ended September 30, 2020, representing an increase of $339,529.
+Added: Net cash flow provided by operating activities for the nine months ended September 30, 2021 primarily reflected a net loss of $54,236 adjusted for the add-back of non-cash items consisting of depreciation of $270,250, amortization expense of $18.900, stock-based compensation expense of $52,000, accretion of stock-based stock option expense of $46,012, a gain on sale of rental property of $(51,944), and a loss from joint ventures of $15,021, offset by changes in operating assets and liabilities primarily consisting of an increase in accounts receivable of $18,587, a decrease in prepaid expenses of $68,910, an increase in accounts payable of $8,148, an increase in accrued expenses of $16,447, an increase in deferred revenues of $6,687.
+Added: Net cash flow provided by operating activities for the nine months ended September 30, 2020 primarily reflected net loss of $90,608 adjusted for the add-back of non-cash items consisting of depreciation and amortization of $272,086, stock-based compensation expense of $24,200 and accretion of stock-based stock option expense of $19,810, offset by changes in operating assets and liabilities primarily consisting of an increase in deferred rent receivable of $176,004 attributable to the abatement of May and June 2020 rent as part of lease amendments effective on May 31, 2020.
+Added: During the nine months ended September 30, 2021,
+Added: net cash flow provided by investing activities amounted to $3,348 as compared to net cash used in investing activities of $110,488, a
+Added: positive change of $113,836.
+Added: During the nine months ended September 30, 2021, cash provided by investing activities was attributable to
+Added: proceeds from the sale of rental property of $322,332, offset by cash used for an investment in a convertible note receivable of $100,000
+Added: as discussed above, cash used in the improvement of rental properties of $40,360, cash used for the purchase of property and equipment
+Added: of $2,624, and cash used for investment in joint ventures of $176,000.
+Added: During the nine months ended September 30, 2020, net cash flow
+Added: used in investing activities was attributable to cash used for an investment in a convertible note receivable of $100,000 as discussed
+Added: above, cash used in the improvement of rental properties of $9,565 and cash used for the purchase of property and equipment of $923.
Contractual Obligations and Off-Balance Sheet
9 unchanged sentences
The following tables summarize our contractual
−Removed: obligations as of June 30, 2021 (dollars in thousands), and the effect these obligations are expected to have on our liquidity and cash
−Removed: flows in future periods.
+Added: obligations as of September 30, 2021 (dollars in thousands), and the effect these obligations are expected to have on our liquidity and
+Added: cash flows in future periods.
Payments Due by Period
67 unchanged sentences
and adjusted each period for our share of the investee’s income or loss.
−Removed: Investments are reviewed for changes in circumstance or
−Removed: the occurrence of events that suggest an other than temporary event where our investment may not be recoverable.
−Removed: We evaluate our investments
−Removed: in these entities for consolidation.
−Removed: We consider our percentage interest in the joint venture, evaluation of control and whether a variable
−Removed: interest entity exists when determining whether or not the investment qualifies for consolidation or if it should be accounted for as
−Removed: an unconsolidated investment under either the equity method of accounting.
−Removed: If an investment qualifies for the equity method of accounting,
−Removed: our investment is recorded initially at cost, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions.
−Removed: The net income or loss of an unconsolidated investment is allocated to its investors in accordance with the provisions of the operating
−Removed: agreement of the entity.
+Added: Investments are reviewed for changes in circumstance or the occurrence
+Added: of events that suggest an other than temporary event where our investment may not be recoverable.
+Added: We evaluate our investments in these
+Added: entities for consolidation.
+Added: We consider our percentage interest in the joint venture, evaluation of control and whether a variable interest
+Added: entity exists when determining whether or not the investment qualifies for consolidation or if it should be accounted for as an unconsolidated
+Added: investment under either the equity method of accounting.
+Added: If an investment qualifies for the equity method of accounting, our investment
+Added: is recorded initially at cost, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions.
+Added: net income or loss of an unconsolidated investment is allocated to its investors in accordance with the provisions of the operating agreement
+Added: of the entity.
The allocation provisions in these agreements may differ from the ownership interest held by each investor.
70 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.