Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-56327 | |
Entity Registrant Name | NewLake Capital Partners, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 83-4400045 | |
Entity Address, Address Line One | 50 Locust Avenue, First Floor | |
Entity Address, City or Town | New Canaan | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06840 | |
City Area Code | 203 | |
Local Phone Number | 594-1402 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,403,817 | |
Entity Central Index Key | 0001854964 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Real Estate | ||
Land | $ 21,146 | $ 15,649 |
Building and Improvements | 375,051 | 272,432 |
Total Real Estate | 396,197 | 288,081 |
Less Accumulated Depreciation | (16,757) | (9,155) |
Net Real Estate | 379,440 | 278,926 |
Cash and Cash Equivalents | 45,023 | 127,097 |
Loans Receivable | 5,000 | 30,000 |
In-Place Lease Intangible Assets, net | 22,492 | 24,002 |
Other Assets | 2,667 | 858 |
Total Assets | 454,622 | 460,883 |
Liabilities: | ||
Accounts Payable and Accrued Expenses | 1,967 | 1,404 |
Revolving Credit Facility | 1,000 | 0 |
Loan Payable, net | 1,980 | 3,759 |
Dividends and Distributions Payable | 8,064 | 6,765 |
Security Deposits Payable | 7,310 | 6,047 |
Interest Reserve | 0 | 2,144 |
Rent Received in Advance | 862 | 1,429 |
Other Liabilities | 276 | 0 |
Total Liabilities | 21,459 | 21,548 |
Commitments and Contingencies | ||
Equity: | ||
Preferred Stock, $0.01 Par Value, 100,000,000 Shares Authorized, 0 and 0 Shares Issued and Outstanding, Respectively | 0 | 0 |
Common Stock, $0.01 Par Value, 400,000,000 Shares Authorized, 21,403,817 and 21,235,914 Shares Issued and Outstanding, Respectively | 214 | 213 |
Additional Paid-In Capital | 456,352 | 450,916 |
Accumulated Deficit | (30,811) | (23,574) |
Total Stockholders' Equity | 425,755 | 427,555 |
Noncontrolling Interests | 7,408 | 11,780 |
Total Equity | 433,163 | 439,335 |
Total Liabilities and Equity | $ 454,622 | $ 460,883 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common Stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized (in shares) | 400,000,000 | 400,000,000 |
Common Stock, Shares Issued (in shares) | 21,403,817 | 21,235,914 |
Common Stock, Shares Outstanding (in shares) | 21,403,817 | 21,235,914 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Rental Income | $ 11,639 | $ 8,048 | $ 30,317 | $ 19,083 |
Interest Income from Loans | 434 | 0 | 2,301 | 0 |
Total Revenue | 12,073 | 8,048 | 32,618 | 19,083 |
Expenses: | ||||
Depreciation and Amortization Expense | 3,630 | 2,464 | 9,113 | 5,601 |
General and Administrative Expenses: | ||||
Compensation expense | 760 | 805 | 3,898 | 2,209 |
Stock-Based Compensation | 280 | 816 | 1,201 | 1,820 |
Professional fees | 279 | 574 | 1,486 | 1,351 |
Other general and administrative expenses | 414 | 631 | 1,249 | 1,009 |
Total general and administrative expenses | 1,733 | 2,826 | 7,834 | 6,389 |
Total Expenses | 5,363 | 5,290 | 16,947 | 11,990 |
Loss on Sale of Real Estate | 0 | 0 | (60) | 0 |
Income From Operations | 6,710 | 2,758 | 15,611 | 7,093 |
Other Income (Expenses): | ||||
Interest Income | 7 | 21 | 103 | 40 |
Interest Expense | (94) | 0 | (167) | 0 |
Total Other Income (Expense) | (87) | 21 | (64) | 40 |
Net Income | 6,623 | 2,779 | 15,547 | 7,133 |
Preferred Stock Dividends | 0 | 0 | 0 | (4) |
Net Income Attributable to Noncontrolling Interests | (113) | (82) | (262) | (236) |
Net Income Attributable to Common Stockholders and Participating Securities | $ 6,510 | $ 2,697 | $ 15,285 | $ 6,893 |
Net Income per Common Share - Basic (in dollars per share) | $ 0.30 | $ 0.14 | $ 0.71 | $ 0.44 |
Net Income per Common Share - Diluted (in dollars per share) | $ 0.30 | $ 0.14 | $ 0.71 | $ 0.44 |
Weighted Average Shares of Common Stock Outstanding - Basic (in shares) | 21,428,905 | 19,410,307 | 21,417,149 | 15,588,544 |
Weighted Average Shares of Common Stock Outstanding - Diluted (in shares) | 21,802,487 | 19,555,867 | 21,815,763 | 15,637,064 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock Series A Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2020 | 7,758,145 | |||||
Beginning balance at Dec. 31, 2020 | $ 141,029 | $ 61 | $ 78 | $ 151,778 | $ (17,154) | $ 6,266 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net Proceeds from the Issuance of Common Stock (in shares) | 5,777,882 | |||||
Net Proceeds from the Issuance of Common Stock | 133,085 | $ 58 | 133,027 | |||
Issuance of Common Stock for Merger Transaction (in shares) | 7,699,887 | |||||
Issuance of Common Stock for Merger Transaction | 162,853 | $ 77 | 162,776 | |||
Issuance of Warrants for Merger Transaction | 4,820 | 4,820 | ||||
Redemption of Series A Preferred Stock | (125) | (61) | (64) | |||
Issuance of 88,200 OP Units for Property Acquisition | 2,205 | 2,205 | ||||
Stock-Based Compensation | 1,820 | 1,820 | ||||
Dividends to Preferred Stock | (4) | (4) | ||||
Dividends to Common Stock | (11,002) | (11,002) | ||||
Dividend Equivalents to Restricted Stock Units | (90) | (90) | ||||
Distributions to OP Unit Holders | (281) | (281) | ||||
Adjustment for Noncontrolling Interest Ownership in Operating Partnership | 0 | (3,399) | 3,399 | |||
Net Income | 7,133 | 6,897 | 236 | |||
Ending balance (in shares) at Sep. 30, 2021 | 21,235,914 | |||||
Ending balance at Sep. 30, 2021 | 441,443 | 0 | $ 213 | 450,822 | (21,327) | 11,735 |
Beginning balance (in shares) at Jun. 30, 2021 | 17,329,964 | |||||
Beginning balance at Jun. 30, 2021 | 349,109 | 0 | $ 173 | 359,514 | (19,455) | 8,877 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net Proceeds from the Issuance of Common Stock (in shares) | 3,905,950 | |||||
Net Proceeds from the Issuance of Common Stock | 93,507 | $ 40 | 93,467 | |||
Stock-Based Compensation | 816 | 816 | ||||
Dividends to Common Stock | (4,628) | (4,628) | ||||
Dividend Equivalents to Restricted Stock Units | (31) | 59 | (90) | |||
Distributions to OP Unit Holders | (109) | (109) | ||||
Adjustment for Noncontrolling Interest Ownership in Operating Partnership | 0 | (2,975) | 2,975 | |||
Net Income | 2,779 | 2,697 | 82 | |||
Ending balance (in shares) at Sep. 30, 2021 | 21,235,914 | |||||
Ending balance at Sep. 30, 2021 | 441,443 | $ 0 | $ 213 | 450,822 | (21,327) | 11,735 |
Beginning balance (in shares) at Dec. 31, 2021 | 21,235,914 | |||||
Beginning balance at Dec. 31, 2021 | 439,335 | $ 213 | 450,916 | (23,574) | 11,780 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of Vested RSUs to Common Stock (in shares) | 88,182 | |||||
Conversion of Vested RSUs to Common Stock | 0 | $ 1 | 125 | (126) | ||
Conversion of OP Units to Common Stock (in shares) | 79,721 | |||||
Conversion of OP Units to Common Stock | 0 | 1,586 | (1,586) | |||
Stock-Based Compensation | 1,201 | 1,201 | ||||
Dividends to Common Stock | (22,410) | (22,410) | ||||
Dividend Equivalents to Restricted Stock Units | (112) | (112) | ||||
Distributions to OP Unit Holders | (398) | (398) | ||||
Adjustment for Noncontrolling Interest Ownership in Operating Partnership | 0 | 2,524 | (2,524) | |||
Net Income | 15,547 | 15,285 | 262 | |||
Ending balance (in shares) at Sep. 30, 2022 | 21,403,817 | |||||
Ending balance at Sep. 30, 2022 | 433,163 | $ 214 | 456,352 | (30,811) | 7,408 | |
Beginning balance (in shares) at Jun. 30, 2022 | 21,318,637 | |||||
Beginning balance at Jun. 30, 2022 | 434,323 | $ 213 | 456,083 | (29,395) | 7,422 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of Vested RSUs to Common Stock (in shares) | 85,180 | |||||
Conversion of Vested RSUs to Common Stock | 0 | $ 1 | (1) | |||
Stock-Based Compensation | 280 | 280 | ||||
Dividends to Common Stock | (7,919) | (7,919) | ||||
Dividend Equivalents to Restricted Stock Units | (7) | (7) | ||||
Distributions to OP Unit Holders | (137) | (137) | ||||
Adjustment for Noncontrolling Interest Ownership in Operating Partnership | 0 | (10) | 10 | |||
Net Income | 6,623 | 6,510 | 113 | |||
Ending balance (in shares) at Sep. 30, 2022 | 21,403,817 | |||||
Ending balance at Sep. 30, 2022 | $ 433,163 | $ 214 | $ 456,352 | $ (30,811) | $ 7,408 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2021 shares | |
Issuance of OP Units for Property Acquisition (in shares) | 88,200 |
Operating Partnership (OP) | |
Issuance of OP Units for Property Acquisition (in shares) | 88,200 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 15,547 | $ 7,133 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||
Stock-Based Compensation | 1,201 | 1,820 |
Loss on Sale of Real Estate | 60 | 0 |
Depreciation and Amortization Expense | 9,113 | 5,601 |
Amortization of debt issuance costs | 72 | 0 |
Non-cash financing expense | 20 | 0 |
Changes in Assets and Liabilities | ||
Prepaid Expenses and Other Assets | (1,618) | 232 |
Accounts Payable and Accrued Expenses | 577 | (1,814) |
Security Deposits Payable | 1,263 | 2,179 |
Interest Reserve | (2,144) | 0 |
Rent Received in Advance | (567) | 623 |
Net Cash Provided by Operating Activities | 23,524 | 15,774 |
Cash Flows from Investing Activities: | ||
Cash Acquired from Merger Transaction | 0 | 64,355 |
Payment of Merger Related Transaction Costs | 0 | (2,144) |
Reimbursements of Tenant Improvements | (43,518) | (8,449) |
Investment in Loans Receivable | (5,000) | 0 |
Acquisition of Real Estate | (35,419) | (44,650) |
Disposition of Real Estate | 761 | 0 |
Net Cash (Used in) Provided by Investing Activities | (83,176) | 9,112 |
Cash Flows from Financing Activities: | ||
Proceeds from Issuance of Common Stock, Net of Offering Costs | 0 | 133,085 |
Preferred Stock Dividends Paid | 0 | (4) |
Common Stock Dividends Paid | (21,074) | (9,298) |
Restricted Stock Units Dividend Equivalents Paid | (147) | (84) |
Distributions to OP Unit Holders | (401) | (266) |
Redemption of Preferred Stock | 0 | (125) |
Borrowings from revolving line of credit | 1,000 | 0 |
Payment of Loan Payable | (1,800) | 0 |
Net Cash (Used in) Provided by Financing Activities | (22,422) | 123,308 |
Net Increase (Decrease) in Cash and Cash Equivalents | (82,074) | 148,194 |
Cash and Cash Equivalents - Beginning of Period | 127,097 | 19,617 |
Cash and Cash Equivalents - End of Period | 45,023 | 167,811 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Accrual for Dividends and Distributions Payable | 8,064 | 268 |
Real Estate Assets, In-Place Leases, Other Assets and Liabilities Acquired through the Issuance of Common Stock and Warrants | 0 | 103,319 |
Issuance of 88,200 OP Units for Property Acquisition | 0 | 2,205 |
Operating lease liability for obtaining right of use asset | 277 | 0 |
Conversion of Mortgage Loan Receivable to Real Estate | $ 30,000 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2021 shares | |
Statement of Cash Flows [Abstract] | |
Issuance of OP Units for Property Acquisition (in shares) | 88,200 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization NewLake Capital Partners, Inc. (the “Company”), a Maryland corporation, was formed on April 9, 2019, under the Maryland General Corporation Law, as GreenAcreage Real Estate Corp. (“GARE”). The Company is an internally managed Real Estate Investment Trust (“REIT”) focused on providing long-term, single-tenant, triple-net sale-leaseback and build-to-suit transactions for the cannabis industry. The Company’s year-end is December 31. On March 17, 2021, GARE completed a merger (the “Merger”) with another company (the “Target”) that owned a portfolio of cultivation facilities and dispensaries utilized in the cannabis industry, and renamed itself “NewLake Capital Partners, Inc.” The Merger was completed through the issuance of 7,699,887 shares of common stock valued at $21.15 per share and warrants to purchase up to 602,392 shares of the Company’s common stock valued at approximately $4.8 million. The Company also incurred approximately $2.1 million in merger-related transaction costs. The consideration issued was based upon the relative value of the two entities, such that the shareholders of the Company and the Target, immediately prior to the Merger, owned 56.79% and 43.21%, respectively, of the outstanding post-merger common stock of the Company. The Company issued warrants to Target shareholders based on the pre-merger options outstanding, using the equivalent proportion described in the previous sentence. Upon completion of the Merger, the Company owned 24 properties across nine states. The Merger was treated as an asset acquisition, and the Company was treated as the accounting acquirer. In connection with the Merger, the Company also entered into various arrangements and agreements with certain of our significant stockholders, including director nomination rights. The Company conducts its business through its subsidiary, NLCP Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” or “OP”). The Company holds an equity interest in the Operating Partnership and is the sole general partner. Subsequent to the Merger, the name of the Operating Partnership was changed from GreenAcreage Operating Partnership LP to NLCP Operating Partnership LP. On August 13, 2021, the Company completed its initial public offering ("IPO") of 3,905,950 shares of common stock, with a par value $0.01 per share. The public offering price was $26.00 per share for gross proceeds of approximately $102.0 million, before deducting placement agent fees and offering expenses. Net proceeds were approximately $93.5 million. The Company's common stock trades on the OTCQX® Best Market operated by the OTC Markets Group, Inc., under the symbol “NLCP”. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company, the Operating Partnership, as well as wholly owned subsidiaries of the Operating Partnership’s and variable interest entities ("VIEs") in which the Company is considered the primary beneficiary. The accompanying unaudited financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. In managements opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows have been made. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the operating results for the full year or any future period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and filed with the Securities and Exchange Commission (“SEC”) on March 18, 2022. Substantially all of the Company's asset are held by and all of its' operations are conducted through the Operating Partnership. The Company is the sole managing general partner of the Operating Partnership. Noncontrolling investors in the Operating Partnership are included in Noncontrolling Interest in the Company's consolidated financial statements. Refer to Note 7 for details. The Operating Partnership is a variable interest entity (“VIE”) because the holders of limited partnership interests do not have substantive kick-out rights or participating rights. Furthermore, the Company is the primary beneficiary of the Operating Partnership because it has the obligation to absorb losses and the right to receive benefits from the Operating Partnership and the exclusive power to direct the activities of the Operating Partnership. As of September 30, 2022 and December 31, 2021, the assets and liabilities of the Company and the Operating Partnership are substantially the same, as the Company does not have any significant assets other than its investment in the Operating Partnership. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management will adjust such estimates when facts and circumstances dictate. Such estimates include, but are not limited to, useful lives for depreciation of property, the fair value of property and in-place lease intangibles acquired, and the fair value of stock-based compensation. Actual results could differ from those estimates. Reclassification Certain prior year balances have been reclassified to conform to our current year presentation. Significant Accounting Policies There have been no significant changes to our accounting polices included in Note 2 to the Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2021. Recent Accounting Pronouncements |
Real Estate
Real Estate | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
Real Estate | Real Estate As of September 30, 2022, the Company owned 31 properties located in 12 states. The following table presents the Company's real estate portfolio as of September 30, 2022 (dollars in thousands): Tenant Market Site Type Land Building and Improvements Total Real Estate Accumulated Depreciation Net Real Estate Acreage Connecticut Dispensary $ 395 $ 534 $ 929 $ (53) $ 876 Acreage Massachusetts Cultivation 481 9,310 9,791 (816) 8,975 Acreage Pennsylvania Cultivation 952 9,209 10,161 (778) 9,383 Ayr Wellness, Inc. Nevada Cultivation 1,002 12,577 13,579 (109) 13,470 Ayr Wellness, Inc. Pennsylvania Cultivation 2,964 11,565 14,529 (116) 14,413 Bloom Medicinal Missouri Cultivation 598 11,167 11,765 (50) 11,715 Calypso Enterprises Pennsylvania Cultivation 1,486 28,514 30,000 (167) 29,833 Columbia Care California Dispensary 1,082 2,692 3,774 (133) 3,641 Columbia Care Illinois Dispensary 162 1,053 1,215 (50) 1,165 Columbia Care Illinois Cultivation 801 10,560 11,361 (508) 10,853 Columbia Care Massachusetts Dispensary 108 2,212 2,320 (118) 2,202 Columbia Care Massachusetts Cultivation 1,136 12,690 13,826 (809) 13,017 Cresco Labs Illinois Cultivation 276 50,456 50,732 (3,921) 46,811 Curaleaf Connecticut Dispensary 184 2,748 2,932 (141) 2,791 Curaleaf Florida Cultivation 388 75,595 75,983 (3,626) 72,357 Curaleaf Illinois Dispensary 69 525 594 (28) 566 Curaleaf Illinois Dispensary 65 959 1,024 (53) 971 Curaleaf Illinois Dispensary 606 1,128 1,734 (61) 1,673 Curaleaf Illinois Dispensary 281 3,072 3,353 (161) 3,192 Curaleaf North Dakota Dispensary 779 1,395 2,174 (80) 2,094 Curaleaf Ohio Dispensary 574 2,788 3,362 (170) 3,192 Curaleaf Pennsylvania Dispensary 877 1,041 1,918 (71) 1,847 Curaleaf Pennsylvania Dispensary 216 2,011 2,227 (105) 2,122 Greenlight '(1) Arkansas Dispensary 238 1,919 2,157 (101) 2,056 Mint Arizona Cultivation 2,400 9,032 11,432 — 11,432 Mint Massachusetts Cultivation 380 1,569 1,949 — 1,949 Organic Remedies Missouri Cultivation 204 20,615 20,819 (825) 19,994 PharmaCann Massachusetts Dispensary 411 1,701 2,112 (158) 1,954 PharmaCann Pennsylvania Dispensary 44 1,271 1,315 (61) 1,254 Revolutionary Clinics Massachusetts Cultivation 926 41,934 42,860 (1,559) 41,301 Trulieve Pennsylvania Cultivation 1,061 43,209 44,270 (1,929) 42,341 Total Real Estate $ 21,146 $ 375,051 $ 396,197 $ (16,757) $ 379,440 (1) GL Partners, Inc. (Greenlight) took over as tenant however Curaleaf remains the guarantor subject to certain conditions in the lease agreement. Real Estate Acquisitions During the nine months ended September 30, 2022, the Company invested approximately $65.4 million to acquire four cultivation facilities. The following table presents the real estate acquisitions for the nine months ended September 30, 2022 (in thousands): Tenant Market Site Type Closing Date Real Estate Acquisitions Bloom Medicinal Missouri Cultivation April 1, 2022 $ 7,301 (1) Ayr Wellness, Inc. Pennsylvania Cultivation June 30, 2022 14,529 Ayr Wellness, Inc. Nevada Cultivation June 30, 2022 13,579 Calypso Enterprises Pennsylvania Cultivation August 5, 2022 30,000 (2) Total $ 65,409 (1) Includes $5.0 million of TI funded at closing of the property. (2) The Company entered into a $30.0 million mortgage loan on October 29, 2021, which converted to a 20-year sale-leaseback on August 5, 2022. Tenant Improvements Funded During the nine months ended September 30, 2022, the Company funded approximately $43.5 million of tenant improvements. The following table presents the tenant improvements funded for the nine months ended September 30, 2022 (in thousands): Tenant Market Site Type Closing Date TI Funded Unfunded Commitments Curaleaf Florida Cultivation August 4, 2020 $ 20,983 (1) $ — Mint Massachusetts Cultivation April 1, 2021 349 — (4) Mint Arizona Cultivation June 24, 2021 5,906 (2) 3,063 PharmaCann Massachusetts Dispensary March 17, 2021 25 — Trulieve Pennsylvania Cultivation March 17, 2021 7,046 (3) — Organic Remedies Missouri Cultivation December 20, 2021 4,745 282 Bloom Medicinal Missouri Cultivation April 1, 2022 4,464 752 (5) Ayr Wellness, Inc. Pennsylvania Cultivation June 30, 2022 — 750 $ 43,518 $ 4,847 (1) On June 16, 2022, the Company funded the expansion of an existing property. (2) The tenant has been paying rent on the remaining commitment since July 2022 in accordance with the lease agreement. (3) The tenant had been paying rent on the TI since December 2021 in accordance with the lease agreement. As of May 2022, the TI had been fully funded. (4) Does not include approximately $2.7 million of commitments that the Company was released from its' commitment to fund subsequent to September 30, 2022. (5) The $0.8 million of unfunded commitments does not include a $16.5 million option but not obligation to acquire an adjacent property from an existing tenant. Disposal of Real Estate On March 21, 2022, the Company sold one of our PharmaCann Massachusetts properties for approximately $0.8 million. The Company recognized a loss on sale of the property of $60 thousand. The Company continues to collect the rent that would have been received from the PharmaCann Massachusetts property through increased lease payments from each of the remaining properties operated by PharmaCann in our portfolio. Construction in Progress Construction in progress was $10.6 million and $13.1 million on September 30, 2022 and December 31, 2021, respectively, and is included in "Buildings and Improvements" in the accompanying consolidated balance sheet. Depreciation and Amortization Depreciation expense for the three months ended September 30, 2022 and 2021, was $3.1 million and $2.0 million, respectively and for the nine months ended September 30, 2022 and 2021 it was $7.6 million and $4.5 million, respectively. Amortization of the Company’s acquired in-place lease intangible assets for the three months ended September 30, 2022 and 2021 was approximately $0.5 million and $0.5 million, respectively and was approximately $1.5 million and $1.1 million, respectively, for the nine months ended September 30, 2022 and 2021. The acquired in-place lease intangible assets have a weighted average remaining amortization period of 11.4 years. Depreciation and Amortization The following table presents the future amortization of the Company’s acquired in-place leases as of September 30, 2022 (in thousands): Year Expense 2022 (three months ending December 31, 2022) $ 503 2023 2,013 2024 2,013 2025 2,013 2026 2,013 Thereafter 13,937 Total $ 22,492 The following table presents the future contractual minimum rent under the Company’s operating leases as of September 30, 2022 (in thousands): Year Rent 2022 (three months ending December 31, 2022) $ 12,014 2023 48,858 2024 50,153 2025 51,447 2026 52,774 Thereafter 610,900 Total $ 826,146 Concentration of Credit Risk The ability of any of our tenants to honor the terms of its lease are dependent upon the economic, regulatory, competitive, natural and social factors affecting the community in which that tenant operates. The following table presents the tenants in our portfolio that represented the largest percentage of our total rental income for each of the periods presented: For the Three Months Ended September 30, 2022 2021 Number of Leases Percentage of Rental Income Number of Leases Percentage of Rental Income Curaleaf 10 24 % 11 29 % Cresco Labs 1 14 % 1 19 % Revolutionary Clinics 1 11 % 1 16 % Trulieve 1 11 % 1 12 % Columbia Care 5 9 % 5 13 % Acreage 3 6 % 3 9 % Organic Remedies 1 5 % N/A N/A AYR 2 6 % N/A N/A Calypso 1 5 % N/A N/A For the Nine Months Ended September 30, 2022 2021 Number of Leases Percentage of Rental Income Number of Leases Percentage of Rental Income Curaleaf 10 24 % 11 34 % Cresco Labs 1 16 % 1 24 % Revolutionary Clinics 1 13 % 1 7 % Trulieve 1 13 % 1 10 % Columbia Care 5 10 % 5 11 % Acreage 3 7 % 3 11 % Organic Remedies 1 6 % N/A N/A Impairment The Company reviewed tenant activities and changes in the business condition of all of its properties and did not identify the existence of any triggering events or impairment indicators. Accordingly, as of September 30, 2022 and December 31, 2021 no impairment losses were recognized. |
Loans Receivable
Loans Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Loans and Leases Receivable Disclosure [Abstract] | |
Loans Receivable | Loans Receivable Mortgage Loan The Company funded a $30 million nine-month mortgage loan to Hero Diversified Associates, Inc. (“HDAI”) on October 29, 2021. The Company determined that HDAI met the definition of a VIE because the equity investors did not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company consolidates a VIE in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation , when it is the primary beneficiary of such VIE. Based on a number of factors, including that the Company does not have the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, the Company determined that it did not have a controlling financial interest and was not the primary beneficiary. The Company is required to reconsider its evaluation of whether to consolidate a VIE each reporting period, based upon changes in the facts and circumstances pertaining to the VIE. On August 5, 2022 the mortgage loan converted to a 20 year sale-leaseback and the Company recorded land, building and improvements which is included in "Total Real Estate" on the Consolidated Balance Sheets as of September 30, 2022. Loan Receivable The Company funded a $5.0 million unsecured loan to Bloom Medicinals on June 10, 2022. The loan initially will bear interest at a rate of 10.25% and is structured to increase by 0.225% on each anniversary of the disbursement date. The loan can be prepaid at any time without penalty and matures on June 30, 2026. The loan is cross defaulted with their lease agreement with the Company. As of September 30, 2022, the aggregate principal amount outstanding on the unsecured loan receivable was $5.0 million. |
Financings
Financings | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Financings | Financings Seller Financing In connection with the purchase and leaseback of a cultivation facility in Chaffee, Missouri on December 20, 2021, the Company entered into a $3.8 million loan payable to the seller, which is an independent third party from the tenant. The loan bears interest at a rate of 4.0% per annum. Principal on the loan is payable in annual installments of which $1.8 million was paid in January 2022. The remaining principal is payable in annual installments of $1.0 million in each of January 2023 and 2024. The loan's outstanding balance as of September 30, 2022 was $2.0 million and the remaining unamortized discount was $20.3 thousand. Revolving Credit Facility On May 6, 2022, the Company's Operating Partnership entered into a loan and security agreement (the “Loan and Security Agreement”) with a commercial federally regulated bank, as a lender and as agent for lenders that become party thereto from time to time (the “Agent”). The Loan and Security Agreement matures on May 6, 2027. The Loan and Security Agreement provides, subject to the Accordion Feature described below, $30.0 million in aggregate commitments for secured revolving loans (“Revolving Credit Facility”), the availability of which is based on a borrowing base consisting of fee simple owned real properties that satisfy eligibility criteria specified in the Loan and Security Agreement and the lease income thereunder which are owned by certain subsidiaries of the Operating Partnership. On July 29, 2022, the Operating Partnership, entered into an amendment to the Revolving Credit Facility, amending the Loan and Security Agreement, to increase the aggregate commitment under the Revolving Credit Facility from $30.0 million to $90.0 million and added two additional lenders.The Loan and Security Agreement also allows the Company, subject to certain conditions, to request additional revolving incremental loan commitments such that the Revolving Credit Facility may be increased to a total aggregate principal amount of up to $100.0 million. Borrowings under the Revolving Credit Facility may be voluntarily prepaid and re-borrowed, subject to certain fees. The Revolving Credit Facility bears a fixed rate of 5.65% for the first three years and thereafter a variable rate based upon the greater of (a) the Prime Rate quoted in the Wall Street Journal (Western Edition) (“Base Rate”) plus an applicable margin of 1% or (b) 4.75%. The facility is subject to certain liquidity and operating covenants and includes customary representations and warranties, affirmative and negative covenants and events of default. As of September 30, 2022, the Company is compliant with the covenants of the agreement. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Merger Agreement In connection with the Merger, the Company entered into an investor rights agreement (the “Investor Rights Agreement”). The Investor Rights Agreement provides the stockholders party thereto with certain rights with respect to the nomination of members to our board of directors. Prior to the completion of our IPO, pursuant to the Investor Rights Agreement, HG Vora Capital Management, LLC (“HG Vora”) had the right to nominate four directors to our board of directors. Following the completion of our IPO, for so long as HG Vora owns (i) at least 9% of our issued and outstanding common stock for 60 consecutive days, HG Vora may nominate two of the members of our board of directors, and (ii) at least 5% of our issued and outstanding common stock for 60 consecutive days, HG Vora may nominate one member of our board of directors. If HG Vora owns less than 5% of our issued and outstanding common stock for 60 consecutive days, then HG Vora may not nominate any members of our board of directors pursuant to the Investor Rights Agreement. Prior to the completion of our IPO, NLCP Holdings, LLC had the right to designate three directors to our board of directors. Subsequent to our IPO, NLCP Holdings, LLC no longer has these rights. Prior to the completion of our IPO, West Investment Holdings, LLC, West CRT Heavy, LLC, Gary and Mary West Foundation, Gary and Mary West Health Endowment, Inc., Gary and Mary West 2012 Gift Trust and WFI Co-Investments acting unanimously, collectively referred to as the “West Stockholders,” did not have a director nomination right. Following the completion of our IPO, the West Stockholders may nominate one member of our board of directors for so long as the West Stockholders own in the aggregate at least 5% of the issued and outstanding shares of our common stock. If the West Stockholders own in the aggregate less than 5% of our issued and outstanding common stock for 60 consecutive days, then the West Stockholders may not nominate any members of our board of directors pursuant to the Investor Rights Agreement. Prior to the completion of our IPO, NL Ventures, LLC (“Pangea”) did not have a director nomination right. Following the completion of our IPO, Pangea may nominate one member of our board of directors for so long as Pangea owns at least 4% of our issued and outstanding common stock for 60 consecutive days. If Pangea owns less than 4% of our issued and outstanding common stock for 60 consecutive days, then Pangea may not nominate any members of our board of directors pursuant to the Investor Rights Agreement. The Company made payments to Pangea for reimbursed expenses and services of $0 and $71,472 during the nine months ended September 30, 2022 and 2021, respectively. Separation and Retirement of Executive Officers In connection with the separation agreements of the former chief financial officer in June 2022 and the former chief executive officer, in July 2022, the Company incurred one-time severance costs of approximately $1.7 million. Such agreements were contemplated as part of the succession plan at the time of the merger in March 2021. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling InterestsNoncontrolling interests represent limited partnership interest in the Operating Partnership not held by the Company. Noncontrolling interests in the Operating Partnership are shown in the Consolidated Statements of Changes in Equity. The following table presents the activity for the Company’s noncontrolling interests issued by the Operating Partnership for the nine months ended September 30,: 2022 2021 OP Units Noncontrolling OP Units Noncontrolling Balance at January 1, 453,303 2.1% 365,103 4.5 % OP Units Issued — 88,200 OP Units Converted (79,721) — Balance at September 30, 373,582 1.7% 453,303 2.1 % |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation Our board of directors adopted our 2021 Equity Incentive Plan (the “Plan”), to provide employees of the Company and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the board of directors of the Company with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, other stock-based awards, and cash awards to enable us to motivate, attract and retain the services of directors, officers and employees considered essential to the long term success of the Company. Under the terms of the Plan, the aggregate number of shares of awards will be no more than 2,275,727 shares. If and to the extent shares of awards granted under the Plan, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, or if any stock awards, stock units or other stock-based awards are forfeited, terminated or otherwise not paid in full, the shares subject to such grants shall again be available for issuance or transfer under the Plan. The Plan has a term of ten years until August 12, 2031. As of September 30, 2022, there were approximately 2,148,441 shares available for issuance under the Plan. Restricted Stock Units During the nine months ended September 30, 2022, the Company granted 19,362 RSUs to certain directors of the Company. Total outstanding RSUs as of September 30, 2022 are 54,175. Of the 54,175 outstanding RSUs, 9,041 RSUs were not issued pursuant to a formal plan, were granted prior to the IPO, and became fully vested upon the IPO. 45,134 RSUs were granted pursuant to the Plan subsequent to the IPO. During the nine months ended September 30, 2022, 20,173 RSUs vested and 8,566 RSUs were forfeited. RSUs are subject to restrictions on transfer and may be subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. Each RSU represents the right to receive one share of common stock upon vesting. Each RSU is also entitled to receive a dividend equivalent payment equal to the dividend paid on one share of common stock upon vesting. Unearned dividend equivalents on unvested RSUs as of September 30, 2022 and 2021 were $35,850 and $0, respectively. The amortization of compensation costs for the awards of RSUs are included in "Stock-Based Compensation" in the accompanying consolidated statements of operations and amounted to approximately $0.8 million and $1.8 million for the nine months ended September 30, 2022 and 2021, respectively. Included in the $0.8 million of stock-based compensation for the nine months ended September 30, 2022, is approximately $0.2 million of accelerated expense related to the retirement and separation of certain officers. Amortization of compensation costs for the awards of RSUs amounted to $0.1 million and $0 million for the three months ended September 30, 2022 and 2021, respectively. The remaining unrecognized compensation cost of approximately $0.6 million for RSU awards is expected to be recognized over a weighted average amortization period of 0.8 years as of September 30, 2022. The following table sets forth our unvested restricted stock activity for the nine months ended September 30,: 2022 2021 Number of Weighted Average Number of Weighted Average Balance at January 1, 45,018 $ 27.49 47,403 $ 20.99 Granted 19,362 $ 20.54 39,849 $ 21.15 Forfeited (8,566) $ 27.49 — — Vested (20,173) $ 27.49 (87,252) $ 21.06 Balance at September 30, 35,641 $ 23.71 — $ — Performance Stock Units During the nine months ended September 30, 2022, the Company did not grant any Performance Stock Units (“PSUs”) to officers or employees of the Company. Total outstanding PSUs as of September 30, 2022 and 2021 are 66,841 and 0, respectively. During the nine months ended September 30, 2022, 10,901 PSUs were forfeited. PSUs vest subject to the achievement of relative total shareholder return as measured against a peer group of companies and absolute compounded annual growth in stock price during each performance period. The actual number of shares of common stock issued will range from 0 to 133,682 depending upon performance. The performance periods are August 13, 2021 through December 31, 2023 and January 1, 2022 through December 31, 2024, and 18,858 and 47,983 PSUs are scheduled to vest at the end of each performance period, respectively. PSUs are recorded at fair value which involved using a Monte Carlo simulation for the future stock prices of the Company and its corresponding peer group. A fair value of $24.15 and $24.00 were used for PSUs with performance periods ending December 31, 2023 and 2024, respectively. Performance Stock Units (continued) PSUs are subject to restrictions on transfer and may be subject to a risk of forfeiture if the award recipient ceases to be an employee of the Company prior to vesting of the award. Each PSU is entitled to receive a dividend equivalent payment equal to the dividend paid on the number of shares of common stock issued per PSU vesting. Unearned dividend equivalents on unvested PSUs as of September 30, 2022 and 2021 were $90,904 and $0, respectively. The amortization of compensation costs for the awards of PSUs are included in "Stock-Based Compensation" in the accompanying Consolidated Statements of Operations and amounted to $0.4 million and $0 for the nine months ended September 30, 2022 and 2021, respectively. Amortization of compensation costs for the awards of PSUs amounted to $0.2 million and $0 for the three months ended September 30, 2022 and 2021, respectively. The remaining unrecognized compensation cost of approximately $1.1 million for PSU awards is expected to be recognized over a weighted average amortization period of 1.0 years as of September 30, 2022. The following table sets forth our unvested performance stock activity for the nine months ended September 30,: 2022 Number of Unvested Shares of Weighted Average Grant Balance at January 1, 77,742 $ 24.04 Forfeit (10,901) $ 24.03 Balance at September 30, 66,841 $ 24.04 Stock Options Prior to the completion of the IPO, the Company issued 791,790 nonqualified stock options (the “Options”) to purchase shares of the Company’s common stock, subject to the terms and conditions of the applicable Option Grant Agreements, with an exercise price per share of common stock equal to $24.00 and in such amounts as set forth in the Option Grant Agreements. The Options vested on August 31, 2020. The Options are exercisable upon the earliest of (i) the second anniversary of the Grant Date; (ii) termination of the grantee’s employment or service by the Company other than for cause, or by the grantee for “good reason”, the grantee’s death or disability or (iii) a change in control, as defined. As of September 30, 2022, 615,838 of the 791,790 Option Grants issued to the Company’s former employees and a director are exercisable. The options expire on July 15, 2027. The following table summarizes stock option activity for the nine months September 30,: 2022 2021 Number of Weighted Average Number of Weighted Average Non-Exercisable at January 1, 175,952 $ 24.00 263,928 $ 24.00 Granted — — — — Exercisable — — (87,976) — Non-Exercisable at September 30, 175,952 $ 24.00 175,952 $ 24.00 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | WarrantsOn March 17, 2021, in connection with the Merger, the Company entered into a warrant agreement which granted the right to purchase 602,392 shares of common stock of the Company at a purchase price of $24.00 per share. Warrants are immediately exercisable and expire on July 15, 2027. The following table summarizes warrant activity for the nine months ended September 30,: 2022 2021 Number of Weighted Number of Warrants (1) Weighted Exercisable at January 1, 602,392 $ 24.00 — $ 24.00 Granted — — 602,392 — Exercised — — — — Exercisable at September 30, 602,392 $ 24.00 602,392 $ 24.00 (1) Warrants granted on March 17, 2021. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table presents the computation of basic and diluted earnings per share (in thousands, except share data) : For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Numerator: Net Income Attributable to Common Stockholders and Participating securities $ 6,510 $ 2,697 $ 15,285 $ 6,893 Add: Preferred Stock Dividends — — — 4 Add: Net Income Attributable to Noncontrolling Interest 113 82 262 236 Dilutive Net Income Attributable to Common Stockholders & Participating Securities $ 6,623 $ 2,779 $ 15,547 $ 7,133 Denominator: Weighted Average Shares of Common Stock & Participating Securities Outstanding - Basic 21,428,905 19,410,307 21,417,149 15,588,544 Dilutive Effect of OP Units 373,582 — 398,614 — Dilutive Effect of Options and Warrants — 145,560 — 48,520 Weighted Average Shares of Common Stock & Participating Securities Outstanding - Diluted 21,802,487 19,555,867 21,815,763 15,637,064 Earnings Per Share - Basic Net Income Attributable to Common Stockholders & Participating Securities $ 0.30 $ 0.14 $ 0.71 $ 0.44 Earnings Per Share - Diluted Net Income Attributable to Common Stockholders & Participating Securities $ 0.30 $ 0.14 $ 0.71 $ 0.44 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity Preferred Stock On April 6, 2021, the Company redeemed the 125 shares of Series A Preferred Stock outstanding. The shares were redeemed at a redemption price of $1,000 per share, plus accrued and unpaid dividends and an early redemption fee for a total payment of $137,416, in cash. As of September 30, 2022 there were no shares of Series A preferred stock outstanding. On September 15, 2022, the Board of Directors approved all 125 authorized but unissued shares of the Company's 12.5% Series A Redeemable Cumulative Preferred Stock to be reclassified into shares of preferred stock of the Company, $0.01 par value per share without designation as to class or series. Common Stock As of September 30, 2022, the Company had 21,403,817 shares of common stock outstanding. Activity for the three and nine months ended September 30, 2022: During the three and nine months ended September 30, 2022, 0 and 79,721 OP Units were converted into shares of our common stock, respectively. Additionally, during the three and nine months ended September 30, 2022, 85,180 and 88,182 RSUs were converted into shares of our common stock, respectively. Activity for the three and nine months ended September 30, 2021: During January and February 2021, the Company issued 1,871,932 shares of common stock for $21.15 per share, resulting in net proceeds of approximately $39.6 million, after deducting offering expenses. During March 2021, in connection with the Merger, the Company issued 7,699,887 shares of common stock and warrants to purchase up to 602,392 shares of the Company’s common stock. On August 13, 2021, the Company closed on its initial public offering ("IPO") of 3,905,950 shares of common stock at a public offering price of $26.00 per share, resulting in net proceeds of approximately $93.5 million, after deducting offering expenses. Dividends The following tables present the cash dividends, dividend equivalents on vested RSUs and, in our capacity as general partner of the Operating Partnership, authorized distributions on our OP Units declared by the Company during the nine months ended September 30, 2022 and 2021: Declaration Date Share/Unit Period Covered Distributions Paid Date Amount March 15, 2022 $ 0.33 January 1, 2022 to March 31, 2022 April 14, 2022 $ 7,200,400 June 15, 2022 0.35 April 1, 2022 to June 30, 2022 July 15, 2022 7,640,568 September 15, 2022 0.37 July 1, 2022 to September 30, 2022 October 14, 2022 8,064,495 Total $ 1.05 $ 22,905,463 Dividends (continued) Declaration Date Share/Unit Period Covered Distributions Paid Date Amount February 27, 2021 $ 0.15 January 1, 2021 to March 16, 2021 March 22, 2021 $ 1,518,070 March 15, 2021 0.08 January 1, 2021 to March 16, 2021 March 29, 2021 809,665 June 16, 2021 0.24 March 17, 2021 to June 30, 2021 July 15, 2021 4,276,968 August 11, 2021 0.12 July 1, 2021 to August 12, 2021 August 12, 2021 2,149,253 September 15, 2021 0.12 August 13, 2021 to September 30, 2021 October 15, 2021 2,617,967 Total $ 0.71 $ 11,371,923 The Company had accrued unearned dividend equivalents on unvested RSUs and unvested PSUs of $35,850 and $90,904 as of September 30, 2022. There were no accrued unearned dividend equivalents on unvested RSUs or unvested PSUs as of September 30, 2021. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standards describe three levels of inputs that may be used to measure fair value: Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Includes other inputs that are directly or indirectly observable in the marketplace. Level 3 – Unobservable inputs that are supported by little or no market activities, therefore requiring an entity to develop its own assumptions. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of September 30, 2022, the Company had aggregate unfunded commitments to invest $4.8 million to develop and improve our existing cultivation facilities in Arizona, Missouri, and Pennsylvania. This does not include the $2.7 million for a Massachusetts cultivation facility of which the Company was released of its obligation to fund subsequent to September 30, 2022. This also does not include the option to acquire an adjacent parcel of land and fund the construction of a cultivation facility of an existing tenant (subject to normal and customary closing conditions and regulatory approvals) for a cost of up to $16.5 million; however, there is no obligation of the Company at this time as there is no guarantee the transaction will close. As of September 30, 2022, the Company is the lessee under one office lease for a term of four years, subject to annual escalations. The annual rent payments range from approximately $72 thousand in year one to $85 thousand in year four. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Stock Repurchase Program On November 7, 2022, the Board of Directors of the Company authorized a stock repurchase program of its common stock up to $10 million through December 31, 2023. Purchases made pursuant to the stock repurchase program will be made in the open market, in privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b-18 of the Securities and Exchange Act of 1934, as amended. The authorization of the stock repurchase program does not obligate the Company to acquire any particular amount of common stock. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The stock repurchase program may be suspended or discontinued by us at any time and without prior notice. The Company has not, as of the date hereof, repurchased any shares of common stock under the the stock repurchase program. Acquisitions |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company, the Operating Partnership, as well as wholly owned subsidiaries of the Operating Partnership’s and variable interest entities ("VIEs") in which the Company is considered the primary beneficiary. The accompanying unaudited financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. In managements opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows have been made. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the operating results for the full year or any future period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and filed with the Securities and Exchange Commission (“SEC”) on March 18, 2022. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management will adjust such estimates when facts and circumstances dictate. Such estimates include, but are not limited to, useful lives for depreciation of property, the fair value of property and in-place lease intangibles acquired, and the fair value of stock-based compensation. Actual results could differ from those estimates. |
Reclassification | Reclassification Certain prior year balances have been reclassified to conform to our current year presentation. |
Recent Accounting Pronouncements | Recent Accounting PronouncementsIn June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses, which changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, companies will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, which among other updates, clarifies that receivables arising from operating leases are not within the scope of this guidance and should be evaluated in accordance with Topic 842. This standard will be effective for the Company as of January 1, 2023. The Company does not anticipate this standard will have a material impact on our consolidated financial statements due to the limited nature of financial assets held by the Company subject to ASU 2016-13. |
Real Estate (Tables)
Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
Properties Acquired and Current Properties | The following table presents the Company's real estate portfolio as of September 30, 2022 (dollars in thousands): Tenant Market Site Type Land Building and Improvements Total Real Estate Accumulated Depreciation Net Real Estate Acreage Connecticut Dispensary $ 395 $ 534 $ 929 $ (53) $ 876 Acreage Massachusetts Cultivation 481 9,310 9,791 (816) 8,975 Acreage Pennsylvania Cultivation 952 9,209 10,161 (778) 9,383 Ayr Wellness, Inc. Nevada Cultivation 1,002 12,577 13,579 (109) 13,470 Ayr Wellness, Inc. Pennsylvania Cultivation 2,964 11,565 14,529 (116) 14,413 Bloom Medicinal Missouri Cultivation 598 11,167 11,765 (50) 11,715 Calypso Enterprises Pennsylvania Cultivation 1,486 28,514 30,000 (167) 29,833 Columbia Care California Dispensary 1,082 2,692 3,774 (133) 3,641 Columbia Care Illinois Dispensary 162 1,053 1,215 (50) 1,165 Columbia Care Illinois Cultivation 801 10,560 11,361 (508) 10,853 Columbia Care Massachusetts Dispensary 108 2,212 2,320 (118) 2,202 Columbia Care Massachusetts Cultivation 1,136 12,690 13,826 (809) 13,017 Cresco Labs Illinois Cultivation 276 50,456 50,732 (3,921) 46,811 Curaleaf Connecticut Dispensary 184 2,748 2,932 (141) 2,791 Curaleaf Florida Cultivation 388 75,595 75,983 (3,626) 72,357 Curaleaf Illinois Dispensary 69 525 594 (28) 566 Curaleaf Illinois Dispensary 65 959 1,024 (53) 971 Curaleaf Illinois Dispensary 606 1,128 1,734 (61) 1,673 Curaleaf Illinois Dispensary 281 3,072 3,353 (161) 3,192 Curaleaf North Dakota Dispensary 779 1,395 2,174 (80) 2,094 Curaleaf Ohio Dispensary 574 2,788 3,362 (170) 3,192 Curaleaf Pennsylvania Dispensary 877 1,041 1,918 (71) 1,847 Curaleaf Pennsylvania Dispensary 216 2,011 2,227 (105) 2,122 Greenlight '(1) Arkansas Dispensary 238 1,919 2,157 (101) 2,056 Mint Arizona Cultivation 2,400 9,032 11,432 — 11,432 Mint Massachusetts Cultivation 380 1,569 1,949 — 1,949 Organic Remedies Missouri Cultivation 204 20,615 20,819 (825) 19,994 PharmaCann Massachusetts Dispensary 411 1,701 2,112 (158) 1,954 PharmaCann Pennsylvania Dispensary 44 1,271 1,315 (61) 1,254 Revolutionary Clinics Massachusetts Cultivation 926 41,934 42,860 (1,559) 41,301 Trulieve Pennsylvania Cultivation 1,061 43,209 44,270 (1,929) 42,341 Total Real Estate $ 21,146 $ 375,051 $ 396,197 $ (16,757) $ 379,440 Tenant Market Site Type Closing Date Real Estate Acquisitions Bloom Medicinal Missouri Cultivation April 1, 2022 $ 7,301 (1) Ayr Wellness, Inc. Pennsylvania Cultivation June 30, 2022 14,529 Ayr Wellness, Inc. Nevada Cultivation June 30, 2022 13,579 Calypso Enterprises Pennsylvania Cultivation August 5, 2022 30,000 (2) Total $ 65,409 (1) Includes $5.0 million of TI funded at closing of the property. |
Tenant Improvements Funded | The following table presents the tenant improvements funded for the nine months ended September 30, 2022 (in thousands): Tenant Market Site Type Closing Date TI Funded Unfunded Commitments Curaleaf Florida Cultivation August 4, 2020 $ 20,983 (1) $ — Mint Massachusetts Cultivation April 1, 2021 349 — (4) Mint Arizona Cultivation June 24, 2021 5,906 (2) 3,063 PharmaCann Massachusetts Dispensary March 17, 2021 25 — Trulieve Pennsylvania Cultivation March 17, 2021 7,046 (3) — Organic Remedies Missouri Cultivation December 20, 2021 4,745 282 Bloom Medicinal Missouri Cultivation April 1, 2022 4,464 752 (5) Ayr Wellness, Inc. Pennsylvania Cultivation June 30, 2022 — 750 $ 43,518 $ 4,847 (1) On June 16, 2022, the Company funded the expansion of an existing property. (2) The tenant has been paying rent on the remaining commitment since July 2022 in accordance with the lease agreement. (3) The tenant had been paying rent on the TI since December 2021 in accordance with the lease agreement. As of May 2022, the TI had been fully funded. (4) Does not include approximately $2.7 million of commitments that the Company was released from its' commitment to fund subsequent to September 30, 2022. (5) The $0.8 million of unfunded commitments does not include a $16.5 million option but not obligation to acquire an adjacent property from an existing tenant. |
Future Amortization Expense | The following table presents the future amortization of the Company’s acquired in-place leases as of September 30, 2022 (in thousands): Year Expense 2022 (three months ending December 31, 2022) $ 503 2023 2,013 2024 2,013 2025 2,013 2026 2,013 Thereafter 13,937 Total $ 22,492 |
Future Contractual Minimum Rent | The following table presents the future contractual minimum rent under the Company’s operating leases as of September 30, 2022 (in thousands): Year Rent 2022 (three months ending December 31, 2022) $ 12,014 2023 48,858 2024 50,153 2025 51,447 2026 52,774 Thereafter 610,900 Total $ 826,146 |
Tenants in Portfolio that Represents the Largest Percentage of Total Revenue | The following table presents the tenants in our portfolio that represented the largest percentage of our total rental income for each of the periods presented: For the Three Months Ended September 30, 2022 2021 Number of Leases Percentage of Rental Income Number of Leases Percentage of Rental Income Curaleaf 10 24 % 11 29 % Cresco Labs 1 14 % 1 19 % Revolutionary Clinics 1 11 % 1 16 % Trulieve 1 11 % 1 12 % Columbia Care 5 9 % 5 13 % Acreage 3 6 % 3 9 % Organic Remedies 1 5 % N/A N/A AYR 2 6 % N/A N/A Calypso 1 5 % N/A N/A For the Nine Months Ended September 30, 2022 2021 Number of Leases Percentage of Rental Income Number of Leases Percentage of Rental Income Curaleaf 10 24 % 11 34 % Cresco Labs 1 16 % 1 24 % Revolutionary Clinics 1 13 % 1 7 % Trulieve 1 13 % 1 10 % Columbia Care 5 10 % 5 11 % Acreage 3 7 % 3 11 % Organic Remedies 1 6 % N/A N/A |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Activity | The following table presents the activity for the Company’s noncontrolling interests issued by the Operating Partnership for the nine months ended September 30,: 2022 2021 OP Units Noncontrolling OP Units Noncontrolling Balance at January 1, 453,303 2.1% 365,103 4.5 % OP Units Issued — 88,200 OP Units Converted (79,721) — Balance at September 30, 373,582 1.7% 453,303 2.1 % |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Unvested Restricted Stock Activity | The following table sets forth our unvested restricted stock activity for the nine months ended September 30,: 2022 2021 Number of Weighted Average Number of Weighted Average Balance at January 1, 45,018 $ 27.49 47,403 $ 20.99 Granted 19,362 $ 20.54 39,849 $ 21.15 Forfeited (8,566) $ 27.49 — — Vested (20,173) $ 27.49 (87,252) $ 21.06 Balance at September 30, 35,641 $ 23.71 — $ — |
Unvested Performance Stock Activity | The following table sets forth our unvested performance stock activity for the nine months ended September 30,: 2022 Number of Unvested Shares of Weighted Average Grant Balance at January 1, 77,742 $ 24.04 Forfeit (10,901) $ 24.03 Balance at September 30, 66,841 $ 24.04 |
Stock Option Activity | The following table summarizes stock option activity for the nine months September 30,: 2022 2021 Number of Weighted Average Number of Weighted Average Non-Exercisable at January 1, 175,952 $ 24.00 263,928 $ 24.00 Granted — — — — Exercisable — — (87,976) — Non-Exercisable at September 30, 175,952 $ 24.00 175,952 $ 24.00 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Activity | The following table summarizes warrant activity for the nine months ended September 30,: 2022 2021 Number of Weighted Number of Warrants (1) Weighted Exercisable at January 1, 602,392 $ 24.00 — $ 24.00 Granted — — 602,392 — Exercised — — — — Exercisable at September 30, 602,392 $ 24.00 602,392 $ 24.00 (1) Warrants granted on March 17, 2021. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | The following table presents the computation of basic and diluted earnings per share (in thousands, except share data) : For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Numerator: Net Income Attributable to Common Stockholders and Participating securities $ 6,510 $ 2,697 $ 15,285 $ 6,893 Add: Preferred Stock Dividends — — — 4 Add: Net Income Attributable to Noncontrolling Interest 113 82 262 236 Dilutive Net Income Attributable to Common Stockholders & Participating Securities $ 6,623 $ 2,779 $ 15,547 $ 7,133 Denominator: Weighted Average Shares of Common Stock & Participating Securities Outstanding - Basic 21,428,905 19,410,307 21,417,149 15,588,544 Dilutive Effect of OP Units 373,582 — 398,614 — Dilutive Effect of Options and Warrants — 145,560 — 48,520 Weighted Average Shares of Common Stock & Participating Securities Outstanding - Diluted 21,802,487 19,555,867 21,815,763 15,637,064 Earnings Per Share - Basic Net Income Attributable to Common Stockholders & Participating Securities $ 0.30 $ 0.14 $ 0.71 $ 0.44 Earnings Per Share - Diluted Net Income Attributable to Common Stockholders & Participating Securities $ 0.30 $ 0.14 $ 0.71 $ 0.44 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Common Dividends, Dividend Equivalents and Distributions Declared | The following tables present the cash dividends, dividend equivalents on vested RSUs and, in our capacity as general partner of the Operating Partnership, authorized distributions on our OP Units declared by the Company during the nine months ended September 30, 2022 and 2021: Declaration Date Share/Unit Period Covered Distributions Paid Date Amount March 15, 2022 $ 0.33 January 1, 2022 to March 31, 2022 April 14, 2022 $ 7,200,400 June 15, 2022 0.35 April 1, 2022 to June 30, 2022 July 15, 2022 7,640,568 September 15, 2022 0.37 July 1, 2022 to September 30, 2022 October 14, 2022 8,064,495 Total $ 1.05 $ 22,905,463 Dividends (continued) Declaration Date Share/Unit Period Covered Distributions Paid Date Amount February 27, 2021 $ 0.15 January 1, 2021 to March 16, 2021 March 22, 2021 $ 1,518,070 March 15, 2021 0.08 January 1, 2021 to March 16, 2021 March 29, 2021 809,665 June 16, 2021 0.24 March 17, 2021 to June 30, 2021 July 15, 2021 4,276,968 August 11, 2021 0.12 July 1, 2021 to August 12, 2021 August 12, 2021 2,149,253 September 15, 2021 0.12 August 13, 2021 to September 30, 2021 October 15, 2021 2,617,967 Total $ 0.71 $ 11,371,923 |
Organization (Details)
Organization (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 2 Months Ended | ||||
Aug. 13, 2021 USD ($) $ / shares shares | Mar. 17, 2021 USD ($) property state $ / shares shares | Mar. 31, 2021 shares | Feb. 28, 2021 $ / shares shares | Sep. 30, 2022 property $ / shares | Dec. 31, 2021 $ / shares | |
Asset Acquisition [Line Items] | ||||||
Shares issued (in dollars per share) | $ 21.15 | |||||
Number of properties | property | 31 | |||||
Shares issued (in shares) | shares | 1,871,932 | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Merger with Target | ||||||
Asset Acquisition [Line Items] | ||||||
Shares issued during merger (in shares) | shares | 7,699,887 | 7,699,887 | ||||
Shares issued (in dollars per share) | $ 21.15 | |||||
Merger with Target | NewLake Capital Partners Inc | ||||||
Asset Acquisition [Line Items] | ||||||
Shares issued (in dollars per share) | $ 26 | |||||
Noncontrolling ownership percentage by parent | 56.79% | |||||
Number of properties | property | 24 | |||||
Number of states | state | 9 | |||||
Shares issued (in shares) | shares | 3,905,950 | |||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||
Gross proceeds from initial public offering | $ | $ 102 | |||||
Net proceeds from initial public offering | $ | $ 93.5 | |||||
Merger with Target | NewLake Capital Partners Inc | Target | ||||||
Asset Acquisition [Line Items] | ||||||
Noncontrolling ownership percentage of noncontrolling owners | 43.21% | |||||
Merger with Target | Common Stock | ||||||
Asset Acquisition [Line Items] | ||||||
Merger-related transaction costs | $ | $ 2.1 | |||||
Merger with Target | Warrants Issued in Connection with the Merger | ||||||
Asset Acquisition [Line Items] | ||||||
Number of warrants to purchase (in shares) | shares | 602,392 | 602,392 | ||||
Warrants | $ | $ 4.8 |
Real Estate - Narrative (Detail
Real Estate - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 21, 2022 USD ($) property | Sep. 30, 2022 USD ($) state property facility | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) state property facility | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Real Estate [Line Items] | ||||||
Number of properties | property | 31 | 31 | ||||
Real estate acquisition costs | $ 35,419 | $ 44,650 | ||||
Number of states where real estate property is owned | state | 12 | 12 | ||||
Number of cultivation facilities acquired | facility | 4 | 4 | ||||
Payments for tenant improvements | $ 43,518 | 8,449 | ||||
Depreciation expense | $ 3,100 | $ 2,000 | 7,600 | 4,500 | ||
Amortization of in-place lease intangible assets | 500 | $ 500 | 1,500 | $ 1,100 | ||
Impairment loss | $ 0 | $ 0 | ||||
Leases, Acquired-in-Place | ||||||
Real Estate [Line Items] | ||||||
Acquired in-place lease intangible asset weighted average remaining amortization period (in years) | 11 years 4 months 24 days | |||||
Building and Improvements | ||||||
Real Estate [Line Items] | ||||||
Construction in progress | $ 10,600 | $ 10,600 | $ 13,100 | |||
PharmaCann Massachusetts Property | ||||||
Real Estate [Line Items] | ||||||
Number of properties sold | property | 1 | |||||
Proceeds from sale | $ 800 | |||||
Loss on sale | $ 60 |
Real Estate - Properties Acquir
Real Estate - Properties Acquired and Current Properties (Details) - USD ($) $ in Thousands | 9 Months Ended | |||||
Aug. 05, 2022 | Apr. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 29, 2021 | |
Real Estate [Line Items] | ||||||
Land | $ 21,146 | $ 15,649 | ||||
Building and Improvements | 375,051 | 272,432 | ||||
Total Real Estate | 396,197 | 288,081 | ||||
Accumulated Depreciation | (16,757) | (9,155) | ||||
Net Real Estate | 379,440 | 278,926 | ||||
Real Estate Acquisitions | 35,419 | $ 44,650 | ||||
Payments for tenant improvements | 43,518 | $ 8,449 | ||||
Loans receivable | 5,000 | $ 30,000 | ||||
Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Real Estate Acquisitions | 65,409 | |||||
Acreage | Connecticut | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 395 | |||||
Building and Improvements | 534 | |||||
Total Real Estate | 929 | |||||
Accumulated Depreciation | (53) | |||||
Net Real Estate | 876 | |||||
Acreage | Massachusetts | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 481 | |||||
Building and Improvements | 9,310 | |||||
Total Real Estate | 9,791 | |||||
Accumulated Depreciation | (816) | |||||
Net Real Estate | 8,975 | |||||
Acreage | Pennsylvania | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 952 | |||||
Building and Improvements | 9,209 | |||||
Total Real Estate | 10,161 | |||||
Accumulated Depreciation | (778) | |||||
Net Real Estate | 9,383 | |||||
Ayr Wellness, Inc. | Nevada | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Real Estate Acquisitions | 13,579 | |||||
Ayr Wellness, Inc. | Nevada | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 1,002 | |||||
Building and Improvements | 12,577 | |||||
Total Real Estate | 13,579 | |||||
Accumulated Depreciation | (109) | |||||
Net Real Estate | 13,470 | |||||
Ayr Wellness, Inc. | Pennsylvania | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Real Estate Acquisitions | 14,529 | |||||
Ayr Wellness, Inc. | Pennsylvania | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 2,964 | |||||
Building and Improvements | 11,565 | |||||
Total Real Estate | 14,529 | |||||
Accumulated Depreciation | (116) | |||||
Net Real Estate | 14,413 | |||||
Bloom Medicinal | Missouri | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Real Estate Acquisitions | 7,301 | |||||
Payments for tenant improvements | $ 5,000 | |||||
Bloom Medicinal | Missouri | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 598 | |||||
Building and Improvements | 11,167 | |||||
Total Real Estate | 11,765 | |||||
Accumulated Depreciation | (50) | |||||
Net Real Estate | 11,715 | |||||
Calypso Enterprises | Pennsylvania | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Real Estate Acquisitions | 30,000 | |||||
Sale lease back term (in years) | 20 years | |||||
Calypso Enterprises | Pennsylvania | Wholly Owned Properties | Mortgage Receivable | ||||||
Real Estate [Line Items] | ||||||
Loans receivable | $ 30,000 | |||||
Calypso Enterprises | Pennsylvania | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 1,486 | |||||
Building and Improvements | 28,514 | |||||
Total Real Estate | 30,000 | |||||
Accumulated Depreciation | (167) | |||||
Net Real Estate | 29,833 | |||||
Columbia Care | California | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 1,082 | |||||
Building and Improvements | 2,692 | |||||
Total Real Estate | 3,774 | |||||
Accumulated Depreciation | (133) | |||||
Net Real Estate | 3,641 | |||||
Columbia Care | Illinois | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 162 | |||||
Building and Improvements | 1,053 | |||||
Total Real Estate | 1,215 | |||||
Accumulated Depreciation | (50) | |||||
Net Real Estate | 1,165 | |||||
Columbia Care | Illinois | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 801 | |||||
Building and Improvements | 10,560 | |||||
Total Real Estate | 11,361 | |||||
Accumulated Depreciation | (508) | |||||
Net Real Estate | 10,853 | |||||
Columbia Care | Massachusetts | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 108 | |||||
Building and Improvements | 2,212 | |||||
Total Real Estate | 2,320 | |||||
Accumulated Depreciation | (118) | |||||
Net Real Estate | 2,202 | |||||
Columbia Care | Massachusetts | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 1,136 | |||||
Building and Improvements | 12,690 | |||||
Total Real Estate | 13,826 | |||||
Accumulated Depreciation | (809) | |||||
Net Real Estate | 13,017 | |||||
Cresco Labs | Illinois | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 276 | |||||
Building and Improvements | 50,456 | |||||
Total Real Estate | 50,732 | |||||
Accumulated Depreciation | (3,921) | |||||
Net Real Estate | 46,811 | |||||
Curaleaf | Connecticut | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 184 | |||||
Building and Improvements | 2,748 | |||||
Total Real Estate | 2,932 | |||||
Accumulated Depreciation | (141) | |||||
Net Real Estate | 2,791 | |||||
Curaleaf | Florida | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 388 | |||||
Building and Improvements | 75,595 | |||||
Total Real Estate | 75,983 | |||||
Accumulated Depreciation | (3,626) | |||||
Net Real Estate | 72,357 | |||||
Curaleaf | Illinois | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 69 | |||||
Building and Improvements | 525 | |||||
Total Real Estate | 594 | |||||
Accumulated Depreciation | (28) | |||||
Net Real Estate | 566 | |||||
Curaleaf | Illinois | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 65 | |||||
Building and Improvements | 959 | |||||
Total Real Estate | 1,024 | |||||
Accumulated Depreciation | (53) | |||||
Net Real Estate | 971 | |||||
Curaleaf | Illinois | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 606 | |||||
Building and Improvements | 1,128 | |||||
Total Real Estate | 1,734 | |||||
Accumulated Depreciation | (61) | |||||
Net Real Estate | 1,673 | |||||
Curaleaf | Illinois | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 281 | |||||
Building and Improvements | 3,072 | |||||
Total Real Estate | 3,353 | |||||
Accumulated Depreciation | (161) | |||||
Net Real Estate | 3,192 | |||||
Curaleaf | North Dakota | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 779 | |||||
Building and Improvements | 1,395 | |||||
Total Real Estate | 2,174 | |||||
Accumulated Depreciation | (80) | |||||
Net Real Estate | 2,094 | |||||
Curaleaf | Ohio | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 574 | |||||
Building and Improvements | 2,788 | |||||
Total Real Estate | 3,362 | |||||
Accumulated Depreciation | (170) | |||||
Net Real Estate | 3,192 | |||||
Curaleaf | Pennsylvania | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 877 | |||||
Building and Improvements | 1,041 | |||||
Total Real Estate | 1,918 | |||||
Accumulated Depreciation | (71) | |||||
Net Real Estate | 1,847 | |||||
Curaleaf | Pennsylvania | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 216 | |||||
Building and Improvements | 2,011 | |||||
Total Real Estate | 2,227 | |||||
Accumulated Depreciation | (105) | |||||
Net Real Estate | 2,122 | |||||
Greenlight | Arkansas | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 238 | |||||
Building and Improvements | 1,919 | |||||
Total Real Estate | 2,157 | |||||
Accumulated Depreciation | (101) | |||||
Net Real Estate | 2,056 | |||||
Mint | Arizona | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 2,400 | |||||
Building and Improvements | 9,032 | |||||
Total Real Estate | 11,432 | |||||
Accumulated Depreciation | 0 | |||||
Net Real Estate | 11,432 | |||||
Mint | Massachusetts | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 380 | |||||
Building and Improvements | 1,569 | |||||
Total Real Estate | 1,949 | |||||
Accumulated Depreciation | 0 | |||||
Net Real Estate | 1,949 | |||||
Organic Remedies | Missouri | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 204 | |||||
Building and Improvements | 20,615 | |||||
Total Real Estate | 20,819 | |||||
Accumulated Depreciation | (825) | |||||
Net Real Estate | 19,994 | |||||
PharmaCann | Massachusetts | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 411 | |||||
Building and Improvements | 1,701 | |||||
Total Real Estate | 2,112 | |||||
Accumulated Depreciation | (158) | |||||
Net Real Estate | 1,954 | |||||
PharmaCann | Pennsylvania | Wholly Owned Properties | Dispensary | ||||||
Real Estate [Line Items] | ||||||
Land | 44 | |||||
Building and Improvements | 1,271 | |||||
Total Real Estate | 1,315 | |||||
Accumulated Depreciation | (61) | |||||
Net Real Estate | 1,254 | |||||
Revolutionary Clinics | Massachusetts | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 926 | |||||
Building and Improvements | 41,934 | |||||
Total Real Estate | 42,860 | |||||
Accumulated Depreciation | (1,559) | |||||
Net Real Estate | 41,301 | |||||
Trulieve | Pennsylvania | Wholly Owned Properties | Cultivation | ||||||
Real Estate [Line Items] | ||||||
Land | 1,061 | |||||
Building and Improvements | 43,209 | |||||
Total Real Estate | 44,270 | |||||
Accumulated Depreciation | (1,929) | |||||
Net Real Estate | $ 42,341 |
Real Estate - Tenant Improvemen
Real Estate - Tenant Improvements Funded (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Oct. 01, 2022 | |
Real Estate [Line Items] | |||
Payments for tenant improvements | $ 43,518 | $ 8,449 | |
Unfunded Commitments | 4,847 | ||
Option to acquire property | 16,500 | ||
Florida | Curaleaf | |||
Real Estate [Line Items] | |||
Payments for tenant improvements | 20,983 | ||
Unfunded Commitments | 0 | ||
Massachusetts | Mint | |||
Real Estate [Line Items] | |||
Payments for tenant improvements | 349 | ||
Unfunded Commitments | 0 | ||
Massachusetts | Mint | Subsequent Event | |||
Real Estate [Line Items] | |||
Other commitments | $ 2,700 | ||
Massachusetts | PharmaCann | |||
Real Estate [Line Items] | |||
Payments for tenant improvements | 25 | ||
Unfunded Commitments | 0 | ||
Arizona | Mint | |||
Real Estate [Line Items] | |||
Payments for tenant improvements | 5,906 | ||
Unfunded Commitments | 3,063 | ||
Pennsylvania | Trulieve | |||
Real Estate [Line Items] | |||
Payments for tenant improvements | 7,046 | ||
Unfunded Commitments | 0 | ||
Pennsylvania | Ayr Wellness, Inc. | |||
Real Estate [Line Items] | |||
Payments for tenant improvements | 0 | ||
Unfunded Commitments | 750 | ||
Missouri | Organic Remedies | |||
Real Estate [Line Items] | |||
Payments for tenant improvements | 4,745 | ||
Unfunded Commitments | 282 | ||
Missouri | Bloom Medicinal | |||
Real Estate [Line Items] | |||
Payments for tenant improvements | 4,464 | ||
Unfunded Commitments | $ 752 |
Real Estate - Future Amortizati
Real Estate - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Real Estate [Abstract] | ||
2022 (three months ending December 31, 2022) | $ 503 | |
2023 | 2,013 | |
2024 | 2,013 | |
2025 | 2,013 | |
2026 | 2,013 | |
Thereafter | 13,937 | |
Total | $ 22,492 | $ 24,002 |
Real Estate - Future Contractua
Real Estate - Future Contractual Minimum Rent (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Real Estate [Abstract] | |
2022 (three months ending December 31, 2022) | $ 12,014 |
2023 | 48,858 |
2024 | 50,153 |
2025 | 51,447 |
2026 | 52,774 |
Thereafter | 610,900 |
Total | $ 826,146 |
Real Estate - Tenants in Portfo
Real Estate - Tenants in Portfolio that Represents the Largest Percentage of Total Revenue (Details) - lease | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Curaleaf | ||||
Real Estate [Line Items] | ||||
Number of Leases | 10 | 11 | 10 | 11 |
Percentage of Rental Income | 24% | 29% | 24% | 34% |
Cresco Labs | ||||
Real Estate [Line Items] | ||||
Number of Leases | 1 | 1 | 1 | 1 |
Percentage of Rental Income | 14% | 19% | 16% | 24% |
Revolutionary Clinics | ||||
Real Estate [Line Items] | ||||
Number of Leases | 1 | 1 | 1 | 1 |
Percentage of Rental Income | 11% | 16% | 13% | 7% |
Trulieve | ||||
Real Estate [Line Items] | ||||
Number of Leases | 1 | 1 | 1 | 1 |
Percentage of Rental Income | 11% | 12% | 13% | 10% |
Columbia Care | ||||
Real Estate [Line Items] | ||||
Number of Leases | 5 | 5 | 5 | 5 |
Percentage of Rental Income | 9% | 13% | 10% | 11% |
Acreage | ||||
Real Estate [Line Items] | ||||
Number of Leases | 3 | 3 | 3 | 3 |
Percentage of Rental Income | 6% | 9% | 7% | 11% |
Organic Remedies | ||||
Real Estate [Line Items] | ||||
Number of Leases | 1 | 1 | ||
Percentage of Rental Income | 5% | 6% | ||
AYR | ||||
Real Estate [Line Items] | ||||
Number of Leases | 2 | |||
Percentage of Rental Income | 6% | |||
Calypso | ||||
Real Estate [Line Items] | ||||
Number of Leases | 1 | |||
Percentage of Rental Income | 5% |
Loans Receivable (Details)
Loans Receivable (Details) - USD ($) $ in Thousands | Aug. 05, 2022 | Jun. 10, 2022 | Oct. 29, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Loans and Leases Receivable Disclosure [Line Items] | |||||
Loans receivable | $ 5,000 | $ 30,000 | |||
Mortgage Receivable | HDAI | |||||
Loans and Leases Receivable Disclosure [Line Items] | |||||
Loans receivable | $ 30,000 | ||||
Financing receivable term (in months and years) | 9 months | ||||
Sale lease back term (in years) | 20 years | ||||
Unsecured Loan Receivable | Bloom Medicinal | |||||
Loans and Leases Receivable Disclosure [Line Items] | |||||
Loans receivable | $ 5,000 | $ 5,000 | |||
Loan interest rate | 10.25% | ||||
Loan interest rate increase | 0.225% |
Financings (Details)
Financings (Details) | Jul. 29, 2022 USD ($) lender | Jan. 31, 2024 USD ($) | Jan. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | May 06, 2022 USD ($) | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 20, 2021 USD ($) |
Debt Instrument [Line Items] | ||||||||
Revolving Credit Facility | $ 1,000,000 | $ 0 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 90,000,000 | $ 30,000,000 | ||||||
Number of additional lenders | lender | 2 | |||||||
Minimum variable rate | 4.75% | |||||||
Revolving Credit Facility | 1,000,000 | |||||||
Revolving Credit Facility | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin | 1% | |||||||
Revolving Credit Facility | Fixed Interest Rate For First Three Years | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 5.65% | |||||||
Potential Expansion of Borrowing Capacity for Additional Lenders | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||
Loans Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 3,800,000 | |||||||
Interest rate | 4% | |||||||
Annual principal payment | $ 1,800,000 | |||||||
Total long-term debt | 2,000,000 | |||||||
Unamortized discount | $ 20,300 | |||||||
Loans Payable | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual principal payment | $ 1,000,000 | $ 1,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 9 Months Ended | ||
Aug. 12, 2021 director | Jul. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) director | Sep. 30, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||
Severance costs | $ | $ 1,700,000 | |||
Affiliated Entity | HG Vora | ||||
Related Party Transaction [Line Items] | ||||
Number of directors | 4 | |||
Number of consecutive days (in days) | 60 days | |||
Affiliated Entity | HG Vora | Related Party, Terms Of Nomination Of Members Of Board Of Directors, Term One | ||||
Related Party Transaction [Line Items] | ||||
Number of directors | 2 | |||
Number of consecutive days (in days) | 60 days | |||
Affiliated Entity | HG Vora | Related Party, Terms Of Nomination Of Members Of Board Of Directors, Term Two | ||||
Related Party Transaction [Line Items] | ||||
Number of directors | 1 | |||
Number of consecutive days (in days) | 60 days | |||
Affiliated Entity | HG Vora | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Minimum ownership percentage | 5% | |||
Affiliated Entity | HG Vora | Common Stock | Related Party, Terms Of Nomination Of Members Of Board Of Directors, Term One | ||||
Related Party Transaction [Line Items] | ||||
Minimum ownership percentage | 9% | |||
Affiliated Entity | HG Vora | Common Stock | Related Party, Terms Of Nomination Of Members Of Board Of Directors, Term Two | ||||
Related Party Transaction [Line Items] | ||||
Minimum ownership percentage | 5% | |||
Affiliated Entity | NLCP Holdings, LLC | ||||
Related Party Transaction [Line Items] | ||||
Number of directors | 3 | |||
Affiliated Entity | West Stockholders | ||||
Related Party Transaction [Line Items] | ||||
Number of directors | 1 | |||
Number of consecutive days (in days) | 60 days | |||
Affiliated Entity | West Stockholders | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Minimum ownership percentage | 5% | |||
Affiliated Entity | Pangea | ||||
Related Party Transaction [Line Items] | ||||
Number of directors | 1 | |||
Number of consecutive days (in days) | 60 days | |||
Affiliated Entity | Pangea | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Minimum ownership percentage | 4% | |||
Reimbursement for Accounting Support | Affiliated Entity | Pangea | ||||
Related Party Transaction [Line Items] | ||||
Payments to related party | $ | $ 0 | $ 71,472 |
Noncontrolling Interests - Nonc
Noncontrolling Interests - Noncontrolling Interest Activity (Details) - shares | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
OP Units Issued (in shares) | 88,200 | |||
Noncontrolling Interests % | 170% | 2.10% | 210% | 4.50% |
Operating Partnership (OP) | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
OP Units Issued (in shares) | 88,200 | |||
Common Stock | Operating Partnership (OP) | OP Units | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance (in shares) | 453,303 | 365,103 | ||
OP Units Issued (in shares) | 0 | 88,200 | ||
OP Units Converted (in shares) | (79,721) | 0 | ||
Ending balance (in shares) | 373,582 | 453,303 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 29 Months Ended | 36 Months Ended | |||
Aug. 12, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Amortization of compensation costs | $ 280,000 | $ 816,000 | $ 1,201,000 | $ 1,820,000 | |||
Exercise price (in dollars per share) | $ 0 | $ 0 | |||||
The 2021 Equity Incentive Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 2,275,727 | 2,275,727 | |||||
Term of plan (in years) | 10 years | ||||||
Shares available for issuance (in shares) | 2,148,441 | 2,148,441 | |||||
Restricted Stock Units (RSUs) | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Grants in period (in shares) | 19,362 | 39,849 | |||||
Shares outstanding (in shares) | 54,175 | 54,175 | |||||
Shares vested (in shares) | 20,173 | 87,252 | |||||
Shares forfeited (in shares) | 8,566 | 0 | |||||
Unearned dividend equivalents | $ 35,850 | 0 | $ 35,850 | $ 0 | |||
Amortization of compensation costs | 100,000 | 0 | 800,000 | 1,800,000 | |||
Accelerated expense | 200,000 | ||||||
Unrecognized compensation cost | $ 600,000 | $ 600,000 | |||||
Weighted average amortization period (in years) | 9 months 18 days | ||||||
Restricted Stock Units (RSUs) | The 2021 Equity Incentive Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Grants in period (in shares) | 45,134 | ||||||
Shares not issued (in shares) | 9,041 | 9,041 | |||||
Shares vested (in shares) | 20,173 | ||||||
Performance Stock Units (PSU) | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares forfeited (in shares) | 10,901 | ||||||
Unearned dividend equivalents | $ 90,904 | $ 0 | $ 90,904 | $ 0 | |||
Performance Stock Units (PSU) | The 2021 Equity Incentive Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Grants in period (in shares) | 0 | ||||||
Shares outstanding (in shares) | 66,841 | 0 | 66,841 | 0 | |||
Unearned dividend equivalents | $ 90,904 | $ 0 | $ 90,904 | $ 0 | |||
Amortization of compensation costs | 200,000 | $ 0 | 400,000 | $ 0 | |||
Unrecognized compensation cost | $ 1,100,000 | $ 1,100,000 | |||||
Weighted average amortization period (in years) | 1 year | ||||||
Forfeitures (in shares) | 10,901 | ||||||
Performance Stock Units (PSU) | The 2021 Equity Incentive Plan | Forecast | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares vested (in shares) | 18,858 | 47,983 | |||||
Fair value (in dollars per share) | $ 24.15 | $ 24 | |||||
Performance Stock Units (PSU) | The 2021 Equity Incentive Plan | Minimum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 0 | 0 | |||||
Performance Stock Units (PSU) | The 2021 Equity Incentive Plan | Maximum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 133,682 | 133,682 | |||||
Nonqualified Stock Options | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 791,790 | ||||||
Exercise price (in dollars per share) | $ 24 | ||||||
Shares exercisable (in shares) | 615,838 | 615,838 |
Stock Based Compensation - Unve
Stock Based Compensation - Unvested Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Number of Unvested Shares of RSUs | ||
Number of Unvested Shares, beginning balance (in shares) | 45,018 | 47,403 |
Granted (in shares) | 19,362 | 39,849 |
Forfeited (in shares) | (8,566) | 0 |
Vested (in shares) | (20,173) | (87,252) |
Number of Unvested Shares, ending balance (in shares) | 35,641 | 0 |
Weighted Average Grant Date Fair Value Per Share | ||
Weighted Average Grant Date Fair Value Per Share, beginning balance (in dollars per share) | $ 27.49 | $ 20.99 |
Granted (in dollars per share) | 20.54 | 21.15 |
Forfeited (in dollars per share) | 27.49 | 0 |
Vested (in dollars per share) | 27.49 | 21.06 |
Weighted Average Grant Date Fair Value Per Share, ending balance (in dollars per share) | $ 23.71 | $ 0 |
Stock Based Compensation - Un_2
Stock Based Compensation - Unvested Performance Stock Activity (Details) - Performance Stock Units (PSU) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Unvested Shares of PSUs | |
Number of Unvested Shares, beginning balance (in shares) | shares | 77,742 |
Forfeited (in shares) | shares | (10,901) |
Number of Unvested Shares, ending balance (in shares) | shares | 66,841 |
Weighted Average Grant Date Fair Value Per Share | |
Weighted Average Grant Date Fair Value Per Share, beginning balance (in dollars per share) | $ / shares | $ 24.04 |
Forfeited (in dollars per share) | $ / shares | 24.03 |
Weighted Average Grant Date Fair Value Per Share, ending balance (in dollars per share) | $ / shares | $ 24.04 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Option Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Number of Shares | ||
Number of Shares, Non-Exercisable, beginning balance (in shares) | 175,952 | 263,928 |
Granted (in shares) | 0 | 0 |
Exercisable (in shares) | 0 | (87,976) |
Number of Shares, Non-Exercisable, ending balance (in shares) | 175,952 | 175,952 |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, beginning balance (in dollars per share) | $ 24 | $ 24 |
Granted (in dollars per share) | 0 | 0 |
Exercisable (in dollars per share) | 0 | 0 |
Weighted Average Exercise Price, ending balance (in dollars per share) | $ 24 | $ 24 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - Warrants Issued in Connection with the Merger - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 17, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||||||
Purchase price of warrant (in dollars per share) | $ 24 | $ 24 | $ 24 | $ 24 | ||
Merger with Target | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of warrants to purchase (in shares) | 602,392 | 602,392 | ||||
Purchase price of warrant (in dollars per share) | $ 24 |
Warrants - Warrant Activity (De
Warrants - Warrant Activity (Details) - Warrants Issued in Connection with the Merger - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Number of Warrants | ||
Number of Warrants Exercisable, beginning balance (in shares) | 602,392 | 0 |
Number of Warrants Granted (in shares) | 0 | 602,392 |
Number of Warrants Exercised (in shares) | 0 | 0 |
Number of Warrants Exercisable, ending balance (in shares) | 602,392 | 602,392 |
Weighted Average Exercise Price | ||
Warrants Exercisable, Weighted Average Exercise Price, beginning (in dollars per share) | $ 24 | $ 24 |
Warrants Granted, Weighted Average Exercise Price (in dollars per share) | 0 | 0 |
Warrants Exercised, Weighted Average Exercise Price (in dollars per share) | 0 | 0 |
Warrants Exercisable, Weighted Average Exercise Price, ending (in dollars per share) | $ 24 | $ 24 |
Earnings Per Share - Earnings P
Earnings Per Share - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net Income Attributable to Common Stockholders and Participating Securities | $ 6,510 | $ 2,697 | $ 15,285 | $ 6,893 |
Add: Preferred Stock Dividends | 0 | 0 | 0 | 4 |
Add: Net Income Attributable to Noncontrolling Interest | 113 | 82 | 262 | 236 |
Dilutive Net Income Attributable to Common Stockholders & Participating Securities | $ 6,623 | $ 2,779 | $ 15,547 | $ 7,133 |
Denominator: | ||||
Weighted Average Shares of Common Stock & Participating Securities Outstanding - Basic (in shares) | 21,428,905 | 19,410,307 | 21,417,149 | 15,588,544 |
Dilutive Effect of Options and Warrants (in shares) | 0 | 145,560 | 0 | 48,520 |
Weighted Average Shares of Common Stock & Participating Securities Outstanding - Diluted (in shares) | 21,802,487 | 19,555,867 | 21,815,763 | 15,637,064 |
Earnings Per Share - Basic | ||||
Net Income Attributable to Common Stockholders & Participating Securities, Basic (in dollars per share) | $ 0.30 | $ 0.14 | $ 0.71 | $ 0.44 |
Earnings Per Share - Diluted | ||||
Net Income Attributable to Common Stockholders & Participating Securities, Diluted (in dollars per share) | $ 0.30 | $ 0.14 | $ 0.71 | $ 0.44 |
OP Units | ||||
Denominator: | ||||
Dilutive Effect of OP Units (in shares) | 373,582 | 0 | 398,614 | 0 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 15, 2022 | Aug. 13, 2021 | Apr. 06, 2021 | Mar. 17, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Preferred Units [Line Items] | ||||||||||
Redemption fee | $ 0 | $ 125,000 | ||||||||
Preferred stock outstanding (in shares) | 0 | 0 | 0 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Common stock outstanding (in shares) | 21,403,817 | 21,403,817 | 21,235,914 | |||||||
Shares issued (in shares) | 1,871,932 | |||||||||
Shares issued (in dollars per share) | $ 21.15 | |||||||||
Net proceeds | $ 39,600,000 | |||||||||
Restricted Stock Units (RSUs) | ||||||||||
Preferred Units [Line Items] | ||||||||||
Unearned dividend equivalents | $ 35,850 | $ 35,850 | 0 | |||||||
Performance Stock Units (PSU) | ||||||||||
Preferred Units [Line Items] | ||||||||||
Unearned dividend equivalents | $ 90,904 | $ 90,904 | $ 0 | |||||||
Merger with Target | ||||||||||
Preferred Units [Line Items] | ||||||||||
Shares issued (in dollars per share) | $ 21.15 | |||||||||
Shares issued during merger (in shares) | 7,699,887 | 7,699,887 | ||||||||
Merger with Target | NewLake Capital Partners Inc | ||||||||||
Preferred Units [Line Items] | ||||||||||
Shares issued (in shares) | 3,905,950 | |||||||||
Shares issued (in dollars per share) | $ 26 | |||||||||
Net proceeds from initial public offering | $ 93,500,000 | |||||||||
Merger with Target | Warrants Issued in Connection with the Merger | ||||||||||
Preferred Units [Line Items] | ||||||||||
Number of warrants to purchase (in shares) | 602,392 | 602,392 | ||||||||
Conversion of OP Units into Common Stock | ||||||||||
Preferred Units [Line Items] | ||||||||||
Conversion of shares (in shares) | 0 | 79,721 | ||||||||
Conversion of RSUs Into Common Stock | ||||||||||
Preferred Units [Line Items] | ||||||||||
Conversion of shares (in shares) | 85,180 | 88,182 | ||||||||
Series A Preferred Stock | ||||||||||
Preferred Units [Line Items] | ||||||||||
Shares redeemed (in shares) | 125 | 125 | ||||||||
Redemption price per share (in dollars per share) | $ 1,000 | |||||||||
Redemption fee | $ 137,416 | |||||||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||||||
Preferred Stock, Dividend Rate (percentage) | 12.50% | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 |
Stockholders' Equity - Common D
Stockholders' Equity - Common Dividends, Dividend Equivalents and Distributions Declared (Details) - USD ($) | 9 Months Ended | |||||||||
Sep. 15, 2022 | Jun. 15, 2022 | Mar. 15, 2022 | Sep. 15, 2021 | Aug. 11, 2021 | Jun. 16, 2021 | Mar. 15, 2021 | Feb. 27, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||||||||||
Share/Unit | $ 0.37 | $ 0.35 | $ 0.33 | $ 0.12 | $ 0.12 | $ 0.24 | $ 0.08 | $ 0.15 | $ 1.05 | $ 0.71 |
Amount | $ 8,064,495 | $ 7,640,568 | $ 7,200,400 | $ 2,617,967 | $ 2,149,253 | $ 4,276,968 | $ 809,665 | $ 1,518,070 | $ 22,905,463 | $ 11,371,923 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) lease | Oct. 01, 2022 USD ($) | |
Other Commitments [Line Items] | ||
Unfunded commitments | $ 4,800 | |
Land acquisition maximum | $ 16,500 | |
Massachusetts | Subsequent Event | Cultivation | ||
Other Commitments [Line Items] | ||
Unfunded commitments | $ 2,700 | |
One Office Lease | ||
Other Commitments [Line Items] | ||
Number of leases | lease | 1 | |
Lease term (in years) | 4 years | |
Annual rent payment, year one | $ 72 | |
Annual rent payment, after year four | $ 85 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | Nov. 03, 2022 | Nov. 07, 2022 |
Subsequent Event [Line Items] | ||
Stock repurchase program authorized amount | $ 10 | |
Ohio | PharmaCann | Dispensary | ||
Subsequent Event [Line Items] | ||
Consideration transferred in acquisition | $ 1.6 |