8-K
Zoned Properties, Inc. (ZDPY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 26, 2020
| Zoned Properties, Inc. | |
|---|---|
| (Exact Name of Registrant as Specified in its Charter) | |
| Nevada | |
| (State or Other Jurisdiction of Incorporation) | |
| 000-51640 | 46-5198242 |
| --- | --- |
| (Commission File Number) | (IRS Employer Identification No.) |
| 14269 N. 87th Street, #205<br><br> <br>Scottsdale, AZ | 85260 |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (877) 360-8839
N/A
(Former name, former address and former fiscal year, 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.)
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 andFinancial Condition.
On March 26, 2020, Zoned Properties, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 31, 2020. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this current report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
Beginning March 26, 2020, the Company’s management will deliver the investor presentation attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information included in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
Item 9.01. Financial Statementsand Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of the registrant dated March 26, 2020. |
| 99.2 | Investor presentation to be delivered by management of the registrant. |
1
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 hereunto duly authorized.
| ZONED PROPERTIES, INC. | |
|---|---|
| Dated: March 26, 2020 | /s/ Bryan McLaren |
| Bryan McLaren | |
| Chief Executive Officer & Chief Financial Officer |
2
Exhibit 99.1
Zoned Properties Reports Full-Year 2019Financial Results
SCOTTSDALE, Ariz., March 26, 2020 /BusinessWire/ -- Zoned Properties®, Inc. (OTCQB: ZDPY), a strategic real estate development firm whose primary mission is to provide real estate and sustainability services for the regulated cannabis industry, positioning the Company for property acquisitions and revenue growth, today announced its financial results for the year ended December 31, 2019.
Full-Year 2019 Financial Results
| ● | Completed a 32.3% common stock redemption as consideration for amending agreements with its Significant Tenant in Arizona,<br>providing an immediate return of value to shareholders. As a result, Zoned Properties closed 2019 with 11.9 million common shares<br>issued and outstanding. |
|---|---|
| ● | Revenues were $1.26 million for the year ended December 31, 2019, compared to $1.24 million for the year ended December 31,<br>2018, after the Company’s transition to a new business model. |
| --- | --- |
| ● | Operating expenses were $1.26 million for the year ended December 31, 2019, compared to $3.20 million for the year ended December<br>31, 2018, which included a one-time non-cash write-off of $1.85 million related to deferred rent receivables in the second quarter<br>of 2018. |
| --- | --- |
| ● | Cash provided by operating activities was $285,000 for the year ended December 31, 2019 compared to $360,000 for the year ended<br>December 31, 2018. |
| --- | --- |
| ● | The Company had cash of $640,000 as of December 31, 2019, compared to $355,000 as of December 31, 2018, continuing positive<br>cash-flow. |
| --- | --- |
“Zoned Properties closed 2019 with a tight capital structure, a clean balance sheet with no toxic debt, and a positive cash position; a rarity among companies operating in the regulated cannabis industry. We have a strong, unleveraged portfolio of triple-net leased properties producing passive rental revenue that are positioned for large-scale expansion and increased value potential. I am extremely excited about our opportunity to utilize the past year’s achievements to scale Zoned Properties in the coming years,” commented Bryan McLaren, Chief Executive Officer.
“I believe 2020 will be a transformative year for the cannabis industry. As we continue to execute on our strategic plan, Zoned Properties is positioned to play an important leadership role in shaping this emerging industry while capitalizing on this transformation for the benefit of all stakeholders,” continued Mr. McLaren. “Subsequent to the 2019 year-end, Zoned Properties was validated by the United Nations and One Carbon World as the first cannabis industry-focused business to achieve carbon neutrality, we completed a $100,000 investment in an exciting new franchise start-up organization, and we have continued to expand our advisory services across the cannabis industry. We very much look forward to sharing tangible updates as we work to grow Zoned Properties as an industry-wide leader.”
About Zoned Properties, Inc. (OTCQB:ZDPY):
Zoned Properties is a strategic real estate development firm whose primary mission is to provide real estate and sustainability services for clients in the regulated cannabis industry, positioning the company for real estate acquisitions and revenue growth. We intend to pioneer sustainable development for emerging industries, including the regulated cannabis industry. We are an accredited member of the Better Business Bureau, the U.S. Green Building Council, and the Forbes Real Estate Council. We focus on investing capital to acquire and develop commercial properties to be leased on a triple-net basis, and engaging clients that face zoning, permitting, development, and operational challenges. We provide development strategies and advisory services that could potentially have a major impact on cash flow and property value. We do not grow, harvest, sell or distribute cannabis or any substances regulated under United States law such as the Controlled Substance Act of 1970, as amended (the “CSA”).
Website: www.ZonedProperties.com
Twitter: @ZonedProperties
LinkedIN: @ZonedProperties
Safe Harbor Statement
This press release contains forward-lookingstatements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended. All statements other than statements of historical facts included in this press release are forward-lookingstatements. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,”“anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-lookingstatements include risks and uncertainties, and there are important factors that could cause actual results to differ materiallyfrom those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in theCompany’s filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-lookingstatements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company’scontrol which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-lookingstatement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertaintiesand assumptions relating to operations, results of operations, growth strategy and liquidity. The Company assumes no obligationto publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differmaterially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Investor Relations
Zoned Properties, Inc.
Bryan McLaren
Tel (877) 360-8839
Investors@zonedproperties.com
www.zonedproperties.com
Exhibit 99.2
Investor Presentation April 2020 | OTCQB: ZDPY A brand new EMERGING INDUSTRY “We are building for an industry that does not yet exist. It’s our responsibility to make sure it gets done right.” - Bryan McLaren OTCQB: ZDPY I April 2020 877 - 360 - 8839 | @ZonedProperties
FORWARD - LOOKING STATEMENTS This presentation release contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . Readers are cautioned not to place undue reliance on these forward - looking statements . Actual results may differ materially from those indicated by these forward - looking statements as a result of risks and uncertainties impacting the Company's business including, increased competition ; the ability of the Company to expand its operations through either acquisitions or internal growth, to attract and retain qualified professionals, and to expand commercial relationships ; general economic conditions ; and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission . 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
ZONED PROPERTIES ® , INC. Our MISSION To provide Real Estate & Sustainability Services for the Regulated Cannabis Industry, positioning the company for Property A cquisitions and Revenue G rowth . Our VISION Our VALUES Rising Prosperity in Local C ommunities resulting from a strong Paradigm for Sustainable D evelopment in emerging industries, including the Regulated Cannabis Industry. Sophistication, Safety, Sustainability, Stewardship 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
COMPANY ORGANIZATION (Real Estate Assets & NNN Leasing Revenue) ( Future Charitable Organization) (Advisory Services Revenue) (Commission Based Revenue ) 877 - 360 - 8839 | @ZonedProperties TM OTCQB: ZDPY I April 2020
Source: Newfrontierdata.com THE MARKET OPPORTUNITY 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
THE MARKET OPPORTUNITY Source: Newfrontierdata.com 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
Source: Newfrontierdata.com THE MARKET OPPORTUNITY 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
THE MARKET CHALLENGE Regulated Cannabis Industry Market Challenge Properly predicting the risk and success of a regulated operator, which will in turn affect the potential value of the operating property. How can a Real Estate Company, Fund, or Investor effectively identify properties with successful operators for acquisition targets and sale - leaseback opportunities? 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
OUR MARKET APPROACH Acquisition & Growth Opportunities Sustainability Services Real Estate Services Research Services Zoned Advisory Services provides Real Estate & Sustainability Services to Regulated Cannabis Clients in order to mitigate the risks common to acquisition & growth opportunities. 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
ZONED ADVISORY SERVICES STRATEGY Client & Partner TESTIMONIALS “Our business would not exist without the strategic guidance from Zoned Properties.” – Valera K. Chief Compliance Officer “Zoned Properties has been an excellent partner in this project.” – Ruth M. Development Services Director “The Town of Parachute is excited to see a Zoned Properties development come to town.” – Stuart M. Town Manager We help clients develop Cannabis Projects Let us develop your project, so you can develop your business. Secure Your Property Develop Your Project Sustain Your Profits 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
CORPORATE SOCIAL RESPONSIBILITY • Why would a Real Estate company like Zoned Properties ® aim to pioneer Sustainable Development and Corporate Social Responsibility for the Regulated Cannabis industry? • As NAREIT points out in its Sustainability and Investing Overview , "Real estate is not just the physical places where we live, work, and spend our leisure time; it helps unite and define local communities and provides an important investment resource to millions of Americans .” * • We have a chance to Set the Stage & Create the Paradigm for the future of the Cannabis Marketplace by focusing on these efforts. * Source : https:// www.reit.com/investing/reits - sustainability OTCQB: ZDPY I April 2020 877 - 360 - 8839 | @ZonedProperties
ZONED GROWTH STRATEGY Zoned Advisory Services & Real Estate Teams can generate new revenue while vetting future acquisition targets, feeding our pipeline for property acquisitions and revenue growth. Services Revenue Real Estate Services Services Revenue Sustainability Services Commission Revenue REALTOR® Transactions Active Asset Growth Sale Leaseback Acquisitions Passive Revenue Growth Triple - Net NNN Lease Revenue Client Services Revenue to Support Company Expenses & Growth Portfolio Revenue to Support Shareholder Value 1. Project Research Services • Real Estate Services • Sustainability Services 2. Project Advisory Services • Real Estate Services • Sustainability Services 3. Cannabis Real Estate Team • Commercial Transactions • Buyer/Seller Introductions 4. Property Sale - Leasebacks • With Engaged Advisory Clients • For Successful Operators 5. Property Portfolio Growth • Balance Sheet Asset Ownership • Triple - Net (NNN) Leasing Revenue 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
(As of Dec 31, 2019) SUMMARY PROPERTY PORTFOLIO 5 Properties in the State of Arizona generating Triple - Net NNN Lease Revenue 102,937 Square Feet of Building Space Generating $1,021,800 Revenue 2,234,409 Square Feet of Land to be Developed Undeveloped / Future: Developed / Leased: Chino Valley 2,072,149 Green Valley 57,769 Tempe 158,772 Kingman 13,939 Gilbert 34,717 2,337,346 Square Feet Total Property Portfolio Owned 1 Total Property Portfolio Revenue 2 1 Square footage of Chino Valley Cultivation Facility is not to scale on chart 2 Property Portfolio Revenue generated from 102,937 Square Feet of Developed and Leased Building Space Chino Valley $480,000 Green Valley $42,000 Tempe $419,400 Kingman $48,000 Gilbert $32,400 $1,021,800 Annual Revenue 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
SUMMARY PROPERTY PORTFOLIO Chino Valley, Arizona Ownership of 47 acres with Medical Marijuana Cultivation Facilities granted a multi - year Development Deal Tempe, Arizona Ownership of 3.5 acres with Medical Marijuana Cultivation Facilities developed as a Medical Marijuana Business Park Kingman, Arizona Leased to a licensed medical marijuana operator over a 20 - year term with a triple - net (NNN) leasing structure Green Valley, Arizona Leased to a licensed medical marijuana operator over a 20 - year term with a triple - net (NNN) leasing structure Parachute, Colorado Medical Marijuana Business Park granted a multi - year Vested Property Rights Agreement for development Gilbert, Arizona Undeveloped Land that has been leased to an executive towing company; potential future Dispensary Site 877 - 360 - 8839 | @ZonedProperties (As of Dec 31, 2019) OTCQB: ZDPY I April 2020
SUMMARY CAPITAL STRUCTURE Book Value (BV) of Total Capital Market Value (MV) of Total Capital 1 $2.02M of Debt + $5.97M of Stockholders’ Equity = $7.99M BV of Total Capital 2 $2.02M of Debt + $2.50M of MV Equity ($0.21/share at 12/31/2019 * 11.90M shares outstanding) = $4.52M MV of Total Capital Total Capital Total Capital Book Value of Equity Total Debt Market Value of Equity Total Debt 55% 45% 75% 25% $8.0M 1 $4.5M 2 (As of Dec 31, 2019) *$ in millions 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
SUMMARY STATEMENTS OF OPERATIONS Year Year Ended Year Ended 12/31/2019 12/31/2018 12/31/2017 12/31/2016 12/31/2015 Total revenues $1,260,421 $1,236,930 $2,113,864 $1,853,708 $1,419,928 Total operating expenses $1,259,706 $3,198,413 $1,416,698 $2,125,949 $2,566,494 Interest expenses $120,000 - $42,983 $192,492 $193,448 Interest expenses – related parties $1,200 $121,200 $129,288 $35,000 $35,000 Net income / (loss) $(12,281) 3 ($ 2,027,278) 2 $ 1,377,902 1 ($501,576) ($1,372,030) 1 Includes one - time gain of $831,753 from the sale of property for the year ended 12/31/2017 2 Reflects Company’s shift to new business model effective May 1, 2018, including $1.9 million one - time, non - cash write - off of de ferred rent receivable 3 Includes one - time gain of $108,204 from receipt of utilities rebate 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020 (As of Dec 31, 2019)
SUMMARY BALANCE SHEETS As of 12/31/2019 12/31/2018 Cash $639,781 $354,867 Rental Properties, net $7,374,807 $7,730,087 Total Debt $2,020,000 $2,020,000 Total Liabilities $2,193,859 $2,308,003 Total Shareholders’ Equity $5,965,644 $5,923,213 $5,965,644 $2,193,859 $8,159,503 Total Shareholders' Equity Total Liabilities Total Assets Summary Balance Sheets as of December 31, 2019 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
INDUSTRY LEADERSHIP Executive Councils & Memberships 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
David Honaman Independent Director COMPANY LEADERSHIP Bryan McLaren, MBA Chief Executive Officer & Chief Financial Officer Management Board of Directors Bryan McLaren Chairman Alex McLaren Director Art Friedman Independent Director Derek Overstreet Independent Director John Kester III, PHD Director of Sustainability Services 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
ZONED PROPERTIES ® , INC. TIGHT CAPITAL STRUCTURE 12,011,548 COMMON SHARES (As of March 31, 2020) 2 MILLION SQ. FT. OF PROPERTY OWNERSHIP ( No Toxic Debt) MULTI - STATE EXPERIENCE & PROVEN SUCCESS EXECUTIVE MEMBERSHIPS FORBES, USGBC, NCIA, BBB COMMUNITY FOCUSED REGULATED CANNABIS CO. OVER 5 - YEARS AS PUBLIC COMPANY IN REGULATED CANNABIS CASH FLOW POSITIVE FROM OPERATIONS TRIPLE - NET (NNN) PASSIVE REVENUE STREAM 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020
FOR MORE INFORMATION COMPANY CONTACT Bryan McLaren ; Chairman, CEO & CFO Zoned Properties, Inc. | Scottsdale, AZ www.ZonedProperties.com | Tel 877.360.8839 | Bryan@ZonedProperties.com 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I April 2020