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The RMR Group Inc. Announces Second Quarter Fiscal 2019 Results
Reading Time: 13 minutes
Net Income Attributable to The RMR Group Inc. and Adjusted Net Income
Attributable to The RMR Group Inc. of $0.50 Per Diluted Share
$384.1 million of Cash and No Debt at March 31, 2019 Positions RMR
Well for Possible Strategic Growth Initiatives
NEWTON, Mass.–(BUSINESS WIRE)–The RMR Group Inc. (Nasdaq: RMR) today announced its financial results
for the fiscal quarter ended March 31, 2019.
Adam Portnoy, President and Chief Executive Officer, made the following
statement regarding the second quarter fiscal 2019 results:
“During the quarter, we generated net income of $18.7 million,
Adjusted EBITDA of $24.7 million and an Adjusted EBITDA Margin of 54.1%.
Our operating results this quarter reflect the repositioning efforts
we’ve helped facilitate at certain of our Client Companies over the last
six months to strengthen their balance sheets and improve their
operating results and future prospects. We believe these efforts will
have positive long-term benefits for both our Client Companies and RMR,
but in the near term have created headwinds for our operating results.
At the close of the second fiscal quarter, our balance sheet
continues to leave us well positioned to assess strategic opportunities
for future growth, with $384.1 million of cash on hand and no debt. We
continue to invest time and resources in identifying and assessing a
wide spectrum of potential growth opportunities for RMR.”
Second Quarter Fiscal 2019 Highlights:
-
Total management and advisory services revenues for the quarter ended
March 31, 2019 were $43.4 million, compared to $47.6 million for the
quarter ended March 31, 2018. -
We earned management services revenues for the three months ended
March 31, 2019 and 2018 from the following sources (dollars in
thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2019 | 2018 | |||||||||||||
| Managed Equity REITs (1) | $ | 35,194 | 82.6 | % | $ | 39,460 | 84.8 | % | ||||||
| Managed Operators (2) | 6,144 | 14.4 | % | 6,339 | 13.6 | % | ||||||||
| Other | 1,262 | 3.0 | % | 760 | 1.6 | % | ||||||||
| Total | $ | 42,600 | 100.0 | % | $ | 46,559 | 100.0 | % | ||||||
(1) Managed Equity REITs for the periods presented includes: Hospitality
Properties Trust (HPT), Industrial Logistics Properties Trust (ILPT),
Office Properties Income Trust (OPI), Select Income REIT (SIR), until
its merger with OPI on December 31, 2018, and Senior Housing Properties
Trust (SNH).
(2) Managed Operators collectively refers to: Five Star Senior Living
Inc. (FVE), Sonesta International Hotels Corporation (Sonesta) and
TravelCenters of America LLC (TA).
-
For the three months ended March 31, 2019, net income was $18.7
million and net income attributable to The RMR Group Inc. was $8.2
million, or $0.50 per diluted share, compared to net income of $19.6
million and net income attributable to The RMR Group Inc. of $8.4
million, or $0.52 per diluted share, for the three months
ended March 31, 2018. -
For the three months ended March 31, 2019, adjusted net income
attributable to The RMR Group Inc. was $8.1 million, or $0.50 per
diluted share, compared to $8.7 million, or $0.54 per diluted share,
for the three months ended March 31, 2018. -
For the three months ended March 31, 2019, Adjusted EBITDA was $24.7
million and Adjusted EBITDA Margin was 54.1%, compared to Adjusted
EBITDA of $28.3 million and Adjusted EBITDA Margin of 56.5% for the
three months ended March 31, 2018. -
As of March 31, 2019, The RMR Group Inc. had $384.1 million in cash
and cash equivalents with no outstanding debt obligations. -
On December 22, 2017, the U.S government enacted comprehensive tax
legislation commonly referred to as the Tax Cuts and Jobs Act, or the
Tax Act. The Tax Act significantly revised the U.S. corporate income
tax system by, among other things, lowering corporate income tax
rates. Since we have a September 30 fiscal year end, our corporate
income tax rates were phased in for our 2018 fiscal year, resulting in
a federal statutory tax rate of approximately 24.5% for the fiscal
year 2018. Our federal statutory tax rate for fiscal year 2019 is now
21.0%. -
As of each of March 31, 2019 and March 31, 2018, The RMR Group Inc.
had approximately $30.0 billion total assets under management.
Reconciliations to GAAP:
Adjusted net income attributable to The RMR Group Inc., EBITDA, Adjusted
EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures.
Reconciliations of net income attributable to The RMR Group Inc.
determined in accordance with GAAP to adjusted net income attributable
to The RMR Group Inc., and of net income to EBITDA and Adjusted EBITDA
as well as calculations of Adjusted EBITDA Margin for each of the three
months ended March 31, 2019 and March 31, 2018 are presented later in
this press release.
Total Assets Under Management:
The calculation of total assets under management primarily includes: (i)
the gross book value of real estate and related assets, excluding
depreciation, amortization, impairment charges or other non-cash
reserves, of the Managed Equity REITs and ABP Trust, plus (ii) the gross
book value of real estate assets, property and equipment of the Managed
Operators, excluding depreciation, amortization, impairment charges or
other non-cash reserves, plus (iii) the fair value of investments of
Affiliates Insurance Company and the RMR Office Property Fund LP, or
Open End Fund, the managed assets of RMR Real Estate Income Fund and the
equity of TRMT. This calculation of total assets under management may
include amounts in respect of the Managed Equity REITs that are higher
than the calculations of assets under management used for purposes of
calculating fees under the terms of the business management agreements,
which are based, in part, upon the lesser of the historical cost of real
estate assets or total market capitalization. For information on the
calculation of assets under management of the Managed Equity REITs for
purposes of the fee provisions of the business management agreements,
see The RMR Group Inc.’s Annual Report on Form 10-K for the fiscal year
ending September 30, 2018, filed with the Securities and Exchange
Commission, or SEC. The RMR Group Inc.’s SEC filings are available at
the SEC website: www.sec.gov.
Conference Call:
At 1:00 p.m. Eastern Time this afternoon, President and Chief Executive
Officer, Adam Portnoy, and Executive Vice President, Chief Financial
Officer and Treasurer, Matt Jordan, will host a conference call to
discuss The RMR Group Inc.’s fiscal second quarter ended March 31, 2019
financial results.
The conference call telephone number is (877) 329-4297. Participants
calling from outside the United States and Canada should dial (412)
317-5435. No pass code is necessary to access the call from either
number. Participants should dial in about 15 minutes prior to the
scheduled start of the call. A replay of the conference call will be
available through 11:59 p.m. Eastern Time on Friday May 17, 2019. To
access the replay, dial (412) 317-0088. The replay pass code is 05102019.
A live audio webcast of the conference call will also be available in a
listen only mode on RMR’s website, at www.rmrgroup.com. Participants
wanting to access the webcast should visit RMR’s website about five
minutes before the call. The archived webcast will be available for
replay on RMR’s website following the call for about one week. The
transcription, recording and retransmission in any way of The RMR Group
Inc.’s fiscal second quarter ended March 31, 2019 financial results
conference call are strictly prohibited without the prior written
consent of The RMR Group Inc.
About The RMR Group Inc.
The RMR Group Inc. is a holding company, and substantially all of its
business is conducted by its majority-owned subsidiary, The RMR Group
LLC. The RMR Group LLC is an alternative asset management company that
primarily provides management services to publicly traded REITs and real
estate operating companies. As of March 31, 2019, The RMR Group LLC had
approximately $30.0 billion of total assets under management, including
more than 1,500 properties, and employed over 600 real estate
professionals in more than 30 offices throughout the United States; and
the companies managed by The RMR Group LLC collectively had
approximately 50,000 employees. The RMR Group Inc. is headquartered in
Newton, Massachusetts.
|
The RMR Group Inc. Condensed Consolidated Statements of Income (amounts in thousands, except per share amounts) (unaudited) |
||||||||||||||||
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Revenues: | ||||||||||||||||
| Management services (1) | $ | 42,600 | $ | 46,559 | $ | 90,088 | $ | 95,129 | ||||||||
| Incentive business management fees | — | — | 120,094 | 155,881 | ||||||||||||
| Advisory services | 761 | 1,065 | 1,543 | 2,447 | ||||||||||||
| Total management and advisory services revenues | 43,361 | 47,624 | 211,725 | 253,457 | ||||||||||||
| Reimbursable compensation and benefits | 13,412 | 11,657 | 27,285 | 24,365 | ||||||||||||
| Other client company reimbursable expenses(2) | 73,323 | — | 171,399 | — | ||||||||||||
| Total reimbursable costs | 86,735 | 11,657 | 198,684 | 24,365 | ||||||||||||
| Total revenues | 130,096 | 59,281 | 410,409 | 277,822 | ||||||||||||
| Expenses: | ||||||||||||||||
| Compensation and benefits | 28,981 | 28,073 | 56,993 | 54,270 | ||||||||||||
| Equity based compensation | 1,204 | 901 | 3,015 | 3,455 | ||||||||||||
| Separation costs | 414 | 452 | 6,811 | 619 | ||||||||||||
| Total compensation and benefits expense | 30,599 | 29,426 | 66,819 | 58,344 | ||||||||||||
| General and administrative | 7,122 | 7,024 | 14,442 | 13,730 | ||||||||||||
| Other client company reimbursable expenses(2) | 73,323 | — | 171,399 | — | ||||||||||||
| Transaction costs | 47 | — | 231 | 142 | ||||||||||||
| Depreciation and amortization | 257 | 372 | 512 | 752 | ||||||||||||
| Total expenses | 111,348 | 36,822 | 253,403 | 72,968 | ||||||||||||
| Operating income | 18,748 | 22,459 | 157,006 | 204,854 | ||||||||||||
| Interest and other income | 2,468 | 1,076 | 3,994 | 1,860 | ||||||||||||
| Tax receivable agreement remeasurement | — | — | — | 24,710 | ||||||||||||
|
Unrealized gain (loss) on equity method investment |
522 | — | (2,247 | ) | — | |||||||||||
| Equity in earnings (losses) of investees | 109 | (212 | ) | 144 | (434 | ) | ||||||||||
| Income before income tax expense | 21,847 | 23,323 | 158,897 | 230,990 | ||||||||||||
| Income tax expense | (3,139 | ) | (3,681 | ) | (22,109 | ) | (52,024 | ) | ||||||||
| Net income | 18,708 | 19,642 | 136,788 | 178,966 | ||||||||||||
| Net income attributable to noncontrolling interest | (10,540 | ) | (11,286 | ) | (76,411 | ) | (99,490 | ) | ||||||||
| Net income attributable to The RMR Group Inc. | $ | 8,168 | $ | 8,356 | $ | 60,377 | $ | 79,476 | ||||||||
| Weighted average common shares outstanding – basic | 16,120 | 16,069 | 16,120 | 16,064 | ||||||||||||
| Weighted average common shares outstanding – diluted | 16,147 | 16,105 | 16,140 | 16,095 | ||||||||||||
|
Net income attributable to The RMR Group Inc. per common |
$ | 0.50 | $ | 0.52 | $ | 3.72 | $ | 4.92 | ||||||||
|
Net income attributable to The RMR Group Inc. per common |
$ | 0.50 | $ | 0.52 | $ | 3.72 | $ | 4.91 | ||||||||
(1)Includes business management fees earned from the Managed Equity
REITs based upon the lower of (i) the average historical cost of each
REIT’s properties and (ii) each REIT’s average market capitalization.
The following table presents a summary of each Managed Equity REIT’s
primary strategy and the lesser of the historical cost of its assets
under management and its market capitalization as of March 31,
2019 and 2018, as applicable:
| Lesser of Historical Cost of Assets | |||||||||
| Under Management or Market Capitalization (a) | |||||||||
| March 31, | |||||||||
| REIT | Primary Strategy | 2019 | 2018 | ||||||
| HPT | Hotels and travel centers | $ | 8,517,461 | $ | 8,300,521 | ||||
| ILPT | Industrial and logistics properties | 1,828,674 | 1,452,901 | ||||||
| OPI | Office properties leased to single tenants, including the government (b) | 4,383,569 | 3,584,960 | ||||||
| SIR | Office properties primarily leased to single tenants (b) | — | 3,437,363 | ||||||
| SNH | Senior living, medical office and life science properties | 6,568,729 | 7,405,208 | ||||||
| $ | 21,298,433 | $ | 24,180,953 | ||||||
(a) The basis on which our base business management fees are calculated
for the three and six months ended March 31, 2019 and 2018 may differ
from the basis at the end of the periods presented in the table above.
As of March 31, 2019, the market capitalization was lower than the
historical costs of assets under management for HPT, OPI, and SNH; the
historical costs of assets under management for HPT, OPI and SNH as of
March 31, 2019, were $10,205,827, $6,490,978 and $8,645,049,
respectively. For ILPT, the historical costs of assets under management
were lower than their market capitalization of $2,061,309, calculated as
of March 31, 2019.
(b) SIR merged with and into OPI (formerly named Government Properties
Income Trust) on December 31, 2018 with OPI continuing as the surviving
entity.
(2) Reflects the prospective adoption of Accounting Standards Update, or
ASU, No. 2014-09, Revenue from Contracts with Customers, which
has been codified as Accounting Standard Codification, or ASC, 606,
effective October 1, 2018. Under ASC 606, beginning October 1, 2018, we
account for the costs of services provided by third parties to our
client companies, and the related reimbursement, on a gross basis.
(3) We calculate earnings per share using the two-class method as
calculated below:
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Basic EPS | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net income attributable to RMR Inc. | $ | 8,168 | $ | 8,356 | $ | 60,377 | $ | 79,476 | ||||||||
| Income attributable to unvested participating securities | (55 | ) | (49 | ) | (409 | ) | (487 | ) | ||||||||
| Net income attributable to RMR Inc. used in calculating basic EPS | $ | 8,113 | $ | 8,307 | $ | 59,968 | $ | 78,989 | ||||||||
| Denominator: | ||||||||||||||||
| Weighted average common shares outstanding – basic | 16,120 | 16,069 | 16,120 | 16,064 | ||||||||||||
| Net income attributable to RMR Inc. per common share – basic | $ | 0.50 | $ | 0.52 | $ | 3.72 | $ | 4.92 | ||||||||
| Diluted EPS | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net income attributable to RMR Inc. | $ | 8,168 | $ | 8,356 | $ | 60,377 | $ | 79,476 | ||||||||
| Income attributable to unvested participating securities | (55 | ) | (49 | ) | (409 | ) | (487 | ) | ||||||||
| Net income attributable to RMR Inc. used in calculating diluted EPS | $ | 8,113 | $ | 8,307 | $ | 59,968 | $ | 78,989 | ||||||||
| Denominator: | ||||||||||||||||
| Weighted average common shares outstanding – basic | 16,120 | 16,069 | 16,120 | 16,064 | ||||||||||||
| Dilutive effect of incremental unvested shares | 27 | 36 | 20 | 31 | ||||||||||||
| Weighted average common shares outstanding – diluted | 16,147 | 16,105 | 16,140 | 16,095 | ||||||||||||
| Net income attributable to RMR Inc. per common share – diluted | $ | 0.50 | $ | 0.52 | $ | 3.72 | $ | 4.91 | ||||||||
The RMR Group Inc.
Reconciliation of Adjusted Net Income Attributable to The RMR Group
Inc. from
Net Income Attributable to The RMR Group Inc.
(dollars in thousands, except per share amounts)
(unaudited)
The RMR Group Inc. is providing the below reconciliation and information
regarding certain individually significant items occurring or impacting
its financial results for the three months ended March 31, 2019 and 2018
for supplemental informational purposes and to enhance understanding of
The RMR Group Inc.’s condensed consolidated statements of income and to
facilitate a comparison of The RMR Group Inc.’s current operating
performance with its historical operating performance. This information
should be considered in conjunction with net income, net income
attributable to The RMR Group Inc. and operating income as presented in
The RMR Group Inc.’s condensed consolidated statements of income.
| Three Months Ended March 31, 2019 | ||||||||
|
Impact on Net Income |
Impact on Net Income |
|||||||
| Net income attributable to The RMR Group Inc. | $ | 8,168 | $ | 0.50 | ||||
| Separation costs (1) | 156 | 0.01 | ||||||
|
Unrealized gain on equity method investment accounted for under |
(196 | ) | (0.01 | ) | ||||
| Transaction costs (3) | 17 | — | ||||||
| Adjusted net income attributable to The RMR Group Inc. | $ | 8,145 | $ | 0.50 | ||||
(1) Includes $414 of separation costs related to former officers,
adjusted to reflect amounts attributable to the noncontrolling interest
and net of tax at a rate of approximately 14.4%.
(2) Includes $522 in unrealized gains on our investment in TA common
shares, adjusted to reflect amounts attributable to the noncontrolling
interest and net of tax at a rate of approximately 14.4%.
(3) Includes $47 of transaction costs, adjusted to reflect amounts
attributable to the noncontrolling interest net of tax at a rate of
approximately 14.4%.
| Three Months Ended March 31, 2018 | |||||||
|
Impact on Net Income |
Impact on Net Income |
||||||
| Net income attributable to The RMR Group Inc. | $ | 8,356 | $ | 0.52 | |||
| Share accelerations(1) | 169 | 0.01 | |||||
| Separation costs(2) | 165 | 0.01 | |||||
| Adjusted net income attributable to The RMR Group Inc. | $ | 8,690 | $ | 0.54 | |||
(1) Includes $466 from the acceleration of unvested common share awards
of our former Managing Director, Barry Portnoy, adjusted to reflect
amounts attributable to the noncontrolling interest net of tax at a rate
of approximately 15.6%.
(2) Includes $452 of separation costs related to former officers,
adjusted to reflect amounts attributable to the noncontrolling interest
and net of tax at a rate of approximately 15.6%.
|
The RMR Group Inc. Reconciliation of EBITDA and Adjusted EBITDA from Net Income and Calculation of Adjusted EBITDA Margin (1) (dollars in thousands) (unaudited) |
||||||||||||||||
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
|
Reconciliation of EBITDA and Adjusted EBITDA from net |
||||||||||||||||
| Net income | $ | 18,708 | $ | 19,642 | $ | 136,788 | $ | 178,966 | ||||||||
| Plus: income tax expense | 3,139 | 3,681 | 22,109 | 52,024 | ||||||||||||
| Plus: depreciation and amortization | 257 | 372 | 512 | 752 | ||||||||||||
| EBITDA | 22,104 | 23,695 | 159,409 | 231,742 | ||||||||||||
| Plus: other asset amortization | 2,354 | 2,354 | 4,708 | 4,708 | ||||||||||||
|
Plus: operating expenses paid in The RMR Group Inc.’s |
448 | 1,585 | 943 | 1,984 | ||||||||||||
| Plus: separation costs | 414 | 452 | 6,811 | 619 | ||||||||||||
| Plus: transaction costs | 47 | — | 231 | 142 | ||||||||||||
| Plus: business email compromise fraud costs | — | — | — | 225 | ||||||||||||
|
Plus: unrealized (gain) loss on equity method investment |
(522 | ) | — | 2,247 | — | |||||||||||
|
Less: tax receivable agreement remeasurement due to the Tax |
— | — | — | (24,710 | ) | |||||||||||
| Less: incentive business management fees earned | — | — | (120,094 | ) | (155,881 | ) | ||||||||||
| Certain other net adjustments | (113 | ) | 165 | (148 | ) | (38 | ) | |||||||||
| Adjusted EBITDA | $ | 24,732 | $ | 28,251 | $ | 54,107 | $ | 58,791 | ||||||||
| Calculation of Adjusted EBITDA Margin: | ||||||||||||||||
|
Contractual management and advisory fees (excluding any |
$ | 45,715 | $ | 49,978 | $ | 96,339 | $ | 102,284 | ||||||||
| Adjusted EBITDA | $ | 24,732 | $ | 28,251 | $ | 54,107 | $ | 58,791 | ||||||||
| Adjusted EBITDA Margin | 54.1 | % | 56.5 | % | 56.2 | % | 57.5 | % | ||||||||
(1) EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP
financial measures calculated as presented in the tables above. The RMR
Group Inc. considers EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
to be appropriate supplemental measures of its operating performance,
along with net income, net income attributable to The RMR Group Inc. and
operating income. The RMR Group Inc. believes that EBITDA, Adjusted
EBITDA and Adjusted EBITDA Margin provide useful information to
investors because by excluding the effects of certain amounts, such as
those outlined in the tables above, EBITDA, Adjusted EBITDA and Adjusted
EBITDA Margin may facilitate a comparison of current operating
performance with The RMR Group Inc.’s historical operating performance
and with the performance of other asset management businesses. In
addition, The RMR Group Inc. believes that providing Adjusted EBITDA
Margin may help investors assess The RMR Group Inc.’s performance of its
business by providing the margin that Adjusted EBITDA represents to its
contractual management and advisory fees (excluding any incentive
business management fees). EBITDA, Adjusted EBITDA and Adjusted EBITDA
Margin do not represent cash generated by operating activities in
accordance with GAAP and should not be considered as alternatives to net
income, net income attributable to The RMR Group Inc. or operating
income as an indicator of The RMR Group Inc.’s financial performance or
as a measure of The RMR Group Inc.’s liquidity. These measures should be
considered in conjunction with net income, net income attributable to
The RMR Group Inc. and operating income as presented in The RMR Group
Inc.’s condensed consolidated statements of income. Also, other asset
management businesses may calculate EBITDA, Adjusted EBITDA and Adjusted
EBITDA Margin differently than The RMR Group Inc. does.
(2) Contractual management and advisory fees are the base business
management fees, property management fees and advisory fees The RMR
Group Inc. or its subsidiaries earns pursuant to its management and
investment advisory agreements with its client companies. These amounts
are calculated pursuant to the contractual formulas and do not deduct
other asset amortization of $2,354 for each of the three months ended
March 31, 2019 and 2018 or $4,708 for each of the six months ended
March 31, 2019 and 2018, required to be recognized as a reduction to
management services revenues in accordance with GAAP and do not include
the incentive business management fees of $120,094 and $155,881 that The
RMR Group Inc. recognized under GAAP during the six months ended
March 31, 2019 and 2018, respectively, which were earned for the
calendar years 2018 and 2017, respectively.
|
The RMR Group Inc. Condensed Consolidated Balance Sheets (dollars in thousands, except per share amounts) (unaudited) |
||||||||
| March 31, | September 30, | |||||||
| 2019 | 2018 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 384,113 | $ | 256,848 | ||||
| Due from related parties | 62,512 | 28,846 | ||||||
| Prepaid and other current assets | 6,813 | 10,392 | ||||||
| Total current assets | 453,438 | 296,086 | ||||||
| Property and equipment, net | 2,336 | 2,589 | ||||||
| Due from related parties, net of current portion | 5,100 | 8,183 | ||||||
| Equity method investment | 7,129 | 7,051 | ||||||
| Equity method investment accounted for under the fair value option | 6,135 | — | ||||||
| Goodwill | 1,859 | 1,859 | ||||||
| Intangible assets, net of amortization | 349 | 375 | ||||||
| Deferred tax asset | 25,363 | 25,726 | ||||||
| Other assets, net of amortization | 157,852 | 162,559 | ||||||
| Total assets | $ | 659,561 | $ | 504,428 | ||||
| Liabilities and Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 87,283 | $ | 28,307 | ||||
| Total current liabilities | 87,283 | 28,307 | ||||||
| Long term portion of deferred rent payable, net of current portion | 1,352 | 1,229 | ||||||
|
Amounts due pursuant to tax receivable agreement, net of current portion |
32,048 | 32,048 | ||||||
| Employer compensation liability, net of current portion | 5,100 | 8,183 | ||||||
| Total liabilities | 125,783 | 69,767 | ||||||
| Commitments and contingencies | ||||||||
| Equity: | ||||||||
|
Class A common stock, $0.001 par value; 31,600,000 shares |
15 | 15 | ||||||
|
Class B-1 common stock, $0.001 par value; 1,000,000 shares authorized, issued and outstanding |
1 | 1 | ||||||
|
Class B-2 common stock, $0.001 par value; 15,000,000 shares authorized, issued and outstanding |
15 | 15 | ||||||
| Additional paid in capital | 101,670 | 99,239 | ||||||
| Retained earnings | 243,254 | 182,877 | ||||||
| Cumulative other comprehensive income | — | 82 | ||||||
| Cumulative common distributions | (60,827 | ) | (49,467 | ) | ||||
| Total shareholders’ equity | 284,128 | 232,762 | ||||||
| Noncontrolling interest | 249,650 | 201,899 | ||||||
| Total equity | 533,778 | 434,661 | ||||||
| Total liabilities and equity | $ | 659,561 | $ | 504,428 | ||||
WARNING CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other securities laws. Forward looking statements can be identified by
use of words such as “outlook,” “believe,” “expect,” “potential,”
“will,” “may,” “estimate,” “anticipate” and derivatives or negatives of
such words or similar words. Forward looking statements in this press
release are based upon present beliefs or expectations. However, forward
looking statements and their implications are not guaranteed to occur
and may not occur for various reasons, including some reasons beyond The
RMR Group Inc.’s control. For example:
-
Mr. Portnoy states that RMR has helped facilitate repositioning
efforts at certain of its Client Companies to strengthen their balance
sheets and improve their operating results and future prospects and
that RMR believes these efforts will have positive long-term benefits
for RMR and its Client Companies.
Contacts
Timothy A. Bonang, Senior Vice President
(617) 796-8230
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Innocan
Innocan Pharma Submits Investigational New Animal Drug Application to FDA’s Veterinary Center
HERZLIYA, Israel and CALGARY, AB, July 26, 2024 /PRNewswire/ — Innocan Pharma Corporation (CSE: INNO) (FSE: IP4) (OTCQB: INNPF) (“Innocan” or the “Company”), a pioneer in the pharmaceutical and biotechnology industries, is pleased to announce that the FDA’s Center for Veterinary Medicine (CVM) has granted the Company a sponsor fee waiver and assigned an Investigational New Animal Drug (INAD) number for its LPT-CBD (Liposome Platform Technology-Cannabidiol) product. This represents a significant step for the Company, as an INAD designation facilitates correspondence and data exchange with CVM to support LPT-CBD development as a new veterinary drug.
The Company further announced that following the assessment of LPT-CBD’s scientific package, the CVM recognized Innocan’s contribution to pursuing innovative animal drug products and technology and granted the company a sponsor fee waiver for fiscal year 2024.
Innocan’s LPT-CBD is a proprietary drug delivery platform designed to provide prolonged-release CBD for chronic pain and well-being management in animals. Over the past year, repeated administration of LPT-CBD in dogs and other animals has demonstrated both efficacy and tolerability, providing sufficient evidence for the INAD application.
“We are thrilled by CVM’s response,” said Prof. Chezy Barenholz, CSO of Innocan Pharma. “The granted INAD will allow us to advance the investigational studies of LPT-CBD and share knowledge to support future discussions with CVM on LPT-CBD’s development plan. Moreover, the fee waiver, granted by CVM, supports our development and pursuit of innovative animal drug products and technology, further validating our approach and potential impact in veterinary medicine.”
Dr. Eyal Kalo, R&D Director at Innocan, added, “LPT-CBD is a unique technology that has proven itself worthy of the INAD fee waiver granted by CVM. This will streamline our efforts to deliver a unique solution for chronic pain management to the animal market.”
About Innocan Pharma:
Innocan is a pharmaceutical tech company that operates under two main segments: Pharmaceuticals and Consumer Wellness. In the Pharmaceuticals segment, Innocan focuses on developing innovative drug delivery platform technologies comprises with cannabinoids science, to treat various conditions to improve patients’ quality of life. This segment involves two drug delivery technologies: (i) LPT CBD-loaded liposome platform facilitating exact dosing and the prolonged and controlled release of CBD into the blood stream. The LPT delivery platform research is in the preclinical trial phase for two indications: Epilepsy and Pain Management. In the Consumer Wellness segment, Innocan develops and markets a wide portfolio of innovative and high-performance self-care products to promote a healthier lifestyle. Under this segment Innocan has established a Joint Venture by the name of BI Sky Global Ltd. that focuses developing on advanced targeted online sales. https://innocanpharma.com/
Contact Information:
For Innocan Pharma Corporation:
Iris Bincovich, CEO
+1 5162104025
+972-54-3012842
+442037699377
info@innocanpharma.com
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Caution Regarding Forward-Looking Information
Certain information set forth in this news release, including, without limitation, the Company’s plans for human trials of its LPT-CBD platform, is forward-looking information within the meaning of applicable securities laws. By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond Innocan’s control. . The forward-looking information contained in this news release is based on certain key expectations and assumptions made by Innocan, including expectations and assumptions concerning the anticipated benefits of the products, satisfaction of regulatory requirements in various jurisdictions and satisfactory completion of production and distribution arrangements.
Forward-looking information is subject to various risks and uncertainties that could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include but are not limited to: global and local (national) economic, political, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; and potential disruption of relationships with suppliers, manufacturers, customers, business partners and competitors. There are also risks that are inherent in the nature of product distribution, including import/export matters and the failure to obtain any required regulatory and other approvals (or to do so in a timely manner). The anticipated timeline for entry to markets may change for a number of reasons, including the inability to secure necessary regulatory requirements, or the need for additional time to conclude and/or satisfy the manufacturing and distribution arrangements. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release. A comprehensive discussion of other risks that impact Innocan can be found in Innocan’s public reports and filings which are available under Innocan’s profile at www.sedarplus.ca.
Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. Innocan does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.
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Cannabis
Verano Announces the Opening of Zen Leaf Fairless Hills, the Company’s Newest Affiliated Dispensary in Pennsylvania, in Prime New Location
- Zen Leaf Fairless Hills, the Company’s newest affiliated dispensary in Pennsylvania, relocated from its former home in Chester to 203 Lincoln Highway, a busy thoroughfare with daily traffic of over 17,000 vehicles per day1
- As the first medical cannabis dispensary in the city, Zen Leaf Fairless Hills will offer an elevated experience for area patients, including increased convenience and accessibility with numerous point-of-sale stations and kiosks for seamless in-store browsing and ordering
- Verano’s active operations span 13 states, comprised of 142 dispensaries and 13 cultivation and processing facilities with more than 1 million square feet of cultivation capacity
CHICAGO, July 26, 2024 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced the opening of Zen Leaf Fairless Hills in Pennsylvania on Friday, July 26th, following a ceremonial ribbon cutting at 11 a.m. local time. Zen Leaf Fairless Hills is located at 203 Lincoln Highway and will be open Monday through Saturday from 9 a.m. to 8 p.m. and Sunday from 10 a.m. to 6 p.m. local time.
The dispensary is located in Bucks County, the fourth largest county in the Commonwealth with a total population of over 630,0002 residents. To increase accessibility and convenience, Zen Leaf Fairless Hills features large in-store kiosks and numerous point-of-sale stations to enhance the browsing and ordering experience for patients. To celebrate the grand opening of Zen Leaf Fairless Hills and following a ceremonial ribbon cutting, patients will be greeted with complimentary deals and doorbusters on featured branded products.
“We are excited to bring the Zen Leaf experience to local patients in Fairless Hills, where our talented team members will continue to deliver hospitality-driven care and top-quality products for local patients,” said George Archos, Verano Founder and Chief Executive Officer. “As the Pennsylvania medical cannabis patient population continues to grow, we are grateful for the opportunity to deepen our roots in Bucks County at our newest Zen Leaf location in the Commonwealth, and look forward to providing a warm and welcoming environment for current and future patients.”
Zen Leaf Fairless Hills adds another convenient outlet for Philadelphia area patients, and solidifies Verano’s footprint in the state as one of the Company’s 18 affiliated Pennsylvania dispensaries. Verano’s Pennsylvania operations also include a state-of-the-art 62,000 square foot cultivation and processing facility in Chester, where the Company produces its signature Verano Reserve flower and Troches, concentrates and vapes; (the) Essence and Savvy flower and extracts; and Avexia RSO cannabis oil and topicals. For additional convenience and accessibility, patients can choose to order ahead at ZenLeafDispensaries.com for express in-store pickup.
About Verano
Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF), one of the U.S. cannabis industry’s leading companies based on historical revenue, geographic scope and brand performance, is a vertically integrated, multi-state operator embracing a mission of saying Yes to plant progress and the bold exploration of cannabis. Verano provides a superior cannabis shopping experience in medical and adult use markets under the Zen Leaf™ and MÜV™ dispensary banners, including Cabbage Club™, an innovative annual membership program offering exclusive benefits for cannabis consumers. Verano produces a comprehensive suite of high-quality, regulated cannabis products sold under its diverse portfolio of trusted consumer brands including Verano™, (the) Essence™, MÜV™, Savvy™, BITS™, Encore™, and Avexia™. Verano’s active operations span 13 U.S. states, comprised of 13 production facilities with over 1,000,000 square feet of cultivation capacity. Learn more at Verano.com.
Contacts:
Media
Verano
Steve Mazeika
VP, Communications
Steve.Mazeika@verano.com
Investors
Verano
Julianna Paterra, CFA
VP, Investor Relations
Julianna.Paterra@verano.com
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans, strategies, or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “future”, “scheduled”, “estimates”, “forecasts”, “projects,” “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein, including, without limitation, the risk factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2023, its quarterly report on Form 10-Q for the quarter ended March 31, 2024 and any subsequent quarterly reports on Form 10-Q, in each case, filed with the U.S. Securities and Exchange Commission at www.sec.gov. The Company makes no assurances and cannot predict the outcome of all or any part of the on-going litigation with Goodness Growth referenced in this press release, including whether the Company will prevail on its Notice of Application and its counterclaim, or whether Goodness Growth will prevail on its claim for damages against the Company. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements.
###
1 Pennsylvania Department of Transportation
2 United States Census Bureau
Cannabis
Unlocking New Horizons in Health: TNR, The Niche Research Reveals the Transformative Power of Minor Cannabinoids
Wilmington, Delaware, July 25, 2024 (GLOBE NEWSWIRE) — Minor cannabinoids refer to the lesser-known compounds found in the cannabis plant, distinct from the well-known THC (tetrahydrocannabinol) and CBD (cannabidiol). While THC and CBD dominate the market, minor cannabinoids such as CBG (cannabigerol), CBC (cannabichromene), and CBN (cannabinol) are gaining attention for their potential therapeutic benefits. These compounds are extracted from both marijuana and hemp plants, with varying legal restrictions depending on their THC content. The minor cannabinoids market is poised for significant growth, driven by increasing consumer awareness and demand for alternative health and wellness products. As regulatory environments around cannabis products evolve, companies are exploring the potential of minor cannabinoids in various applications, including pharmaceuticals, nutraceuticals, cosmetics, and food and beverages.
Minor cannabinoids are being researched for their potential therapeutic effects, including anti-inflammatory, analgesic, and neuroprotective properties. This versatility facilitates product diversification in various industries. Companies are investing in research and development to create novel formulations and delivery methods for minor cannabinoids. This includes nano-emulsions, encapsulation technologies, and controlled-release systems to enhance bioavailability and efficacy. For example, in January 2022, CBDA + CBGA Tincture a new product was launched by Hometown Hero CBD. This 30ml tincture contains 600mg each of CBGA, CBDA, CBG, and CBD. Derived from hemp, the cannabinoids in this tincture comply with legal requirements across all 50 states in the USA. There is an increasing consumer preference for natural as well as plant-based remedies, which in turn is driving the demand for cannabinoid-infused products. This trend is particularly strong among younger demographics seeking alternatives to traditional pharmaceuticals. Evolving regulatory frameworks, particularly in regions like North America and Europe, are creating opportunities for legal market expansion. Regulatory clarity is crucial for market participants to navigate compliance and market entry.
Global Minor Cannabinoids Market: Key Datapoints
|
Market Value in 2023 |
US$ 17.8 Bn |
|
Market Value Forecast by 2034 |
US$ 42.3 Bn |
|
Growth Rate
|
8.2% |
|
Historical Data
|
2016 – 2022 |
|
Base Year
|
2023 |
|
Forecast Data
|
2024 – 2034 |
Increasing consumer interest in health and wellness products, coupled with the perceived therapeutic benefits of cannabinoids, is a major driver of market growth. Progressive cannabis legalization in various parts of the world, including the United States and parts of Europe, is expanding the addressable market for minor cannabinoids. Significant investments in research and development by pharmaceutical and biotechnology companies are accelerating product innovation and clinical trials. The market remains fragmented with opportunities for new entrants and niche players to introduce specialized products catering to specific consumer needs.
The COVID-19 pandemic initially disrupted supply chains and retail channels for minor cannabinoids products. However, the crisis also underscored the importance of health and wellness, leading to increased interest in natural remedies, including cannabinoids. As economies recover, the market is expected to rebound stronger.
The geopolitical tensions, such as the Russia-Ukraine conflict, have also affected global markets, including the minor cannabinoids sector. Fluctuating currency values, supply chain disruptions, and geopolitical uncertainty have impacted production and distribution channels. However, the long-term impact will depend on geopolitical developments and their influence on global trade and regulatory environments.
The minor cannabinoids market presents significant opportunities for growth and innovation, driven by evolving consumer preferences, regulatory advancements, and expanding research initiatives. Companies that can navigate regulatory complexities, invest in research and development, and respond to shifting consumer trends are well-positioned to capitalize on this emerging market. As the market matures, collaboration across sectors and regions will be crucial in unlocking the full potential of minor cannabinoids in various industries worldwide.
Global Minor Cannabinoids Market: Key Takeaways of the Report
- Cannabigerol (CBG) segment by product type is expected to grow at a CAGR of 6.7% in the minor cannabinoids market due to increasing research highlighting its potential therapeutic benefits, including anti-inflammatory, antimicrobial, and neuroprotective properties. As consumer awareness grows and regulatory environments become more favorable, there is heightened interest in CBG-based products for their diverse health applications, ranging from skincare to pharmaceutical formulations, driving sustained market demand and expansion.
- Pharmaceutical segment by application, leads the minor cannabinoids market with a significant revenue share of 35.8% owing to growing recognition of cannabinoids’ potential in therapeutic applications. Cannabinoids like CBD, CBG, and others show promise in treating conditions such as epilepsy, chronic pain, and anxiety disorders, backed by increasing clinical research and favorable regulatory developments. Pharmaceutical companies are investing heavily in cannabinoid-based drug development, driving market growth as they seek to capitalize on these compounds’ efficacy and market potential in addressing unmet medical needs.
- In 2023, Latin America is anticipated as fastest growing region in the global minor cannabinoids market due to evolving regulatory landscapes favoring cannabis legalization and cultivation. This shift is fostering a burgeoning industry infrastructure for cannabis extraction and product development. Additionally, increasing consumer acceptance of cannabinoid-based products for medicinal and wellness purposes is driving market expansion. With a vast potential consumer base and supportive regulatory frameworks, Latin America presents significant growth opportunities for companies seeking to enter or expand within the minor cannabinoids market.
Key Development:
- In December 2023, Rare Cannabinoid Company introduced Uplift Gummies infused with THC and THCV. These gummies combine the relaxing properties of Delta-9-THC with the energizing and appetite-controlling effects of CBD and THCV.
- In October 2022, High Tide Inc., a cannabis retailer, announced that its Colorado-based subsidiary, NuLeaf Naturals, had launched plant-based softgels and full-spectrum multicannabinoid oil in Manitoba. The products feature CBC, CBD, CBG, Delta-9 tetrahydrocannabinol (Delta 9), and CBN.
Browse Related Category Reports
Global Minor Cannabinoids Market:
- Aurora Europe GmbH
- BulKanna
- CBD. INC.
- Fresh Bros Hemp Company
- GCM Holdings, LLC (Global Cannabinoids)
- GenCanna.
- High Purity Natural Products.
- Laurelcrest
- Mile High Labs
- PBG Global
- Rhizo Sciences
- ZERO POINT EXTRACTION, LLC
- Other Industry Participants
Global Minor Cannabinoids Market
By Product Type
- Cannabigerol (CBG)
- Cannabichromene (CBC)
- Cannabinol (CBN)
- Cannabidivarin (CBDV)
- Tetrahydrocannabutol (THCB)
- Tetrahydrocannabivarin (THCV)
- Tetrahydrocannabiphorol (THCP)
- Others
By Application
- Pharmaceutical
- Pain Management
- Mental Health
- Sleep Disorders
- Anti-inflammatory
- Others
- Nutraceuticals
- Cosmetics and Personal Care
- Food and Beverages
- Others
By Region
- North America (U.S., Canada, Mexico, Rest of North America)
- Europe (France, The UK, Spain, Germany, Italy, Nordic Countries (Denmark, Finland, Iceland, Sweden, Norway), Benelux Union (Belgium, The Netherlands, Luxembourg), Rest of Europe)
- Asia Pacific (China, Japan, India, New Zealand, Australia, South Korea, Southeast Asia (Indonesia, Thailand, Malaysia, Singapore, Rest of Southeast Asia), Rest of Asia Pacific)
- Middle East & Africa (Saudi Arabia, UAE, Egypt, Kuwait, South Africa, Rest of Middle East & Africa)
- Latin America (Brazil, Argentina, Rest of Latin America)
Consult with Our Expert:
Jay Reynolds
The Niche Research
Japan (Toll-Free): +81 663-386-8111
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Saudi Arabia (Toll-Free): +966 800-850-1643
United Kingdom: +44 753-710-5080
United States: +1 302-232-5106
Email: askanexpert@thenicheresearch.com
Website: www.thenicheresearch.com
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