Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 08, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Ave, 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 | ||
Title of 12(g) Security | Common Stock, par value $0.01 per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 310,566,659 | ||
Entity Common Stock, Shares Outstanding | 21,408,914 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement for the 2023 Annual Meeting of Shareholders (to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year end) are incorporated by reference in this Annual Report on Form 10-K in response to Part II, Item 5 and Part III, Items 10, 11, 12, 13 and 14. | ||
Entity Central Index Key | 0001854964 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | Denver, CO |
Auditor Firm ID | 243 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Real Estate | ||
Land | $ 21,427 | $ 15,649 |
Building and Improvements | 378,047 | 272,432 |
Total Real Estate | 399,474 | 288,081 |
Less Accumulated Depreciation | (19,736) | (9,155) |
Net Real Estate | 379,738 | 278,926 |
Cash and Cash Equivalents | 45,192 | 127,097 |
Loans Receivable | 5,000 | 30,000 |
In-Place Lease Intangible Assets, net | 21,765 | 24,002 |
Other Assets | 2,554 | 858 |
Total Assets | 454,249 | 460,883 |
Liabilities: | ||
Accounts Payable and Accrued Expenses | 1,659 | 1,404 |
Revolving Credit Facility | 1,000 | 0 |
Loan Payable, net | 1,986 | 3,759 |
Dividends and Distributions Payable | 8,512 | 6,765 |
Security Deposits Payable | 7,774 | 6,047 |
Interest Reserve | 0 | 2,144 |
Rent Received in Advance | 1,375 | 1,429 |
Other Liabilities | 1,005 | 0 |
Total Liabilities | 23,311 | 21,548 |
Commitments and Contingencies | ||
Equity: | ||
Preferred Stock, $0.01 Par Value, 100,000,000 Shares Authorized, 0 Shares Issued and Outstanding, respectively | 0 | 0 |
Common Stock, $0.01 Par Value, 400,000,000 Shares Authorized, 21,408,194 and 21,235,914 Shares Issued and Outstanding, respectively | 214 | 213 |
Additional Paid-In Capital | 455,822 | 450,916 |
Accumulated Deficit | (32,487) | (23,574) |
Total Stockholders' Equity | 423,549 | 427,555 |
Noncontrolling Interests | 7,389 | 11,780 |
Total Equity | 430,938 | 439,335 |
Total Liabilities and Equity | $ 454,249 | $ 460,883 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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) | 21,408,194 | 21,235,914 |
Common Stock, Shares Outstanding (in shares) | 21,408,194 | 21,235,914 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||
Rental Income | $ 42,365 | $ 27,445 |
Interest Income from Loans | 2,429 | 613 |
Total Revenue | 44,794 | 28,058 |
Expenses: | ||
Depreciation and Amortization Expense | 12,825 | 8,097 |
General and Administrative Expenses: | ||
Compensation expense | 4,576 | 2,989 |
Stock-Based Compensation | 1,493 | 2,020 |
Professional fees | 1,575 | 2,040 |
Other general and administrative expenses | 1,749 | 1,417 |
Total general and administrative expenses | 9,393 | 8,466 |
Total Expenses | 22,218 | 16,563 |
Loss on Sale of Real Estate | (60) | 0 |
Income From Operations | 22,516 | 11,495 |
Other Income (Expenses): | ||
Interest Income | 113 | 100 |
Interest Expense | (273) | (6) |
Total Other Income (Expense) | (160) | 94 |
Net Income | 22,356 | 11,589 |
Preferred Stock Dividends | 0 | (4) |
Net Income Attributable to Noncontrolling Interests | (380) | (356) |
Net Income Attributable to Common Stockholders | $ 21,976 | $ 11,229 |
Net Income Attributable to Common Stockholders Per Share - Basic (in dollars per share) | $ 1.03 | $ 0.66 |
Net Income Attributable to Common Stockholders Per Share - Diluted (in dollars per share) | $ 1.03 | $ 0.65 |
Weighted Average Shares of Common Stock Outstanding - Basic (in shares) | 21,418,484 | 17,011,991 |
Weighted Average Shares of Common Stock Outstanding - Diluted (in shares) | 21,810,789 | 17,566,470 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Total | Series A Preferred Stock | Series A 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 | $ 141,029,000 | $ 61,000 | $ 78,000 | $ 151,778,000 | $ (17,154,000) | $ 6,266,000 | |
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 | 133,085,000 | $ 58,000 | 133,027,000 | ||||
Issuance of Common Stock for Merger Transaction (in shares) | 7,699,887 | ||||||
Issuance of Common Stock for Merger Transaction | 162,853,000 | $ 77,000 | 162,776,000 | ||||
Issuance of Warrants for Merger Transaction | 4,820,000 | 4,820,000 | |||||
Redemption of Series A Preferred Stock | (125,000) | (61,000) | (64,000) | ||||
Issuance of 88,200 OP Units for Property Acquisition | 2,205,000 | 2,205,000 | |||||
Stock-Based Compensation | 2,020,000 | 2,020,000 | |||||
Dividends to Preferred Stock | (4,000) | $ (4,167) | (4,000) | ||||
Dividends to Common Stock | (17,585,000) | (17,585,000) | |||||
Dividend Equivalents to Restricted Stock Units | (130,000) | (130,000) | |||||
Distributions to OP Unit Holders | (422,000) | (422,000) | |||||
Adjustment for Noncontrolling Interest Ownership in Operating Partnership | 0 | (3,505,000) | 3,505,000 | ||||
Net Income | 11,589,000 | 11,233,000 | 356,000 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 21,235,914 | ||||||
Ending balance at Dec. 31, 2021 | 439,335,000 | $ 0 | $ 213,000 | 450,916,000 | (23,574,000) | 11,780,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of Vested RSUs to Common Stock (in shares) | 92,559 | ||||||
Conversion of Vested RSUs to Common Stock | 0 | $ 1,000 | (1,000) | ||||
Conversion of OP Units to Common Stock (in shares) | 79,721 | ||||||
Conversion of OP Units to Common Stock | 0 | 2,080,000 | (2,080,000) | ||||
Cash Paid for Taxes in Lieu of Common Shares | (813,000) | (813,000) | |||||
Stock-Based Compensation | 1,493,000 | 1,493,000 | |||||
Dividends to Common Stock | (30,759,000) | (30,759,000) | |||||
Dividend Equivalents to Restricted Stock Units | (130,000) | (130,000) | |||||
Distributions to OP Unit Holders | (544,000) | (544,000) | |||||
Adjustment for Noncontrolling Interest Ownership in Operating Partnership | 0 | 2,147,000 | (2,147,000) | ||||
Net Income | 22,356,000 | 21,976,000 | 380,000 | ||||
Ending balance (in shares) at Dec. 31, 2022 | 21,408,194 | ||||||
Ending balance at Dec. 31, 2022 | $ 430,938,000 | $ 214,000 | $ 455,822,000 | $ (32,487,000) | $ 7,389,000 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 shares | |
Operating Partnership (OP) | |
Issuance of OP Units for Property Acquisition (in shares) | 88,200 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 22,356 | $ 11,589 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||
Depreciation and Amortization Expense | 12,825 | 8,097 |
Stock-Based Compensation | 1,493 | 2,020 |
Loss on Sale of Real Estate | 60 | 0 |
Amortization of Debt Issuance Costs | 136 | 0 |
Amortization of Debt Premium | 27 | 0 |
Non-cash Lease Expense | 12 | 0 |
Changes in Assets and Liabilities | ||
Other Assets | (450) | 462 |
Accounts Payable and Accrued Expenses | 255 | (1,840) |
Security Deposits Payable | 1,726 | 2,796 |
Interest Reserve | (2,144) | 2,144 |
Rent Received in Advance | (54) | 1,429 |
Other Liabilities | 766 | 0 |
Net Cash Provided by Operating Activities | 37,008 | 26,697 |
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 | (45,245) | (15,163) |
Investment in Loans Receivable | (5,000) | (30,000) |
Acquisition of Real Estate | (36,969) | (56,955) |
Proceeds from the Disposition of Real Estate | 761 | 0 |
Net Cash Used in Investing Activities | (86,453) | (39,907) |
Cash Flows from Financing Activities: | ||
Proceeds from Issuance of Common Stock, Net of Offering Costs | 0 | 133,085 |
Cash Paid for Taxes in Lieu of the Issuance of Common Shares | (813) | 0 |
Preferred Stock Dividends Paid | 0 | (4) |
Common Stock Dividends Paid | (28,993) | (11,665) |
Restricted Stock Units Dividend Equivalents Paid | (154) | (140) |
Distributions to OP Unit Holders | (539) | (461) |
Redemption of Series A Preferred Stock | 0 | (125) |
Borrowings from Revolving Credit Facility | 1,000 | 0 |
Principal Repayment on Loan Payable | (1,800) | 0 |
Deferred Financing Costs | (1,161) | 0 |
Net Cash (Used in) Provided by Financing Activities | (32,460) | 120,690 |
Net Increase (Decrease) in Cash and Cash Equivalents | (81,905) | 107,480 |
Cash and Cash Equivalents - Beginning of Period | 127,097 | 19,617 |
Cash and Cash Equivalents - End of Period | 45,192 | 127,097 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest Paid | 29 | 0 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Dividends and Distributions Declared, Not Paid | 8,512 | 6,765 |
Real Estate Assets, In-Place Leases, Other Assets and Liabilities Acquired through the Issuance of Common Stock and Warrants | 0 | 103,318 |
Loan Payable, Net of Discount | 0 | 3,759 |
Issuance of 88,200 OP Units for Property Acquisition | 0 | 2,205 |
Conversion of Mortgage Loan Receivable to Real Estate | $ 30,000 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 shares | |
Operating Partnership (OP) | |
Issuance of OP Units for Property Acquisition (in shares) | 88,200 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization NewLake Capital Partners, Inc. (the “Company”, “we”, “us", “our”), a Maryland corporation, was formed on April 9, 2019 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 conducts its operations 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. 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 values 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 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. On August 13, 2021, the Company completed its initial public offering (“IPO”) of 3,905,950 shares of common stock, with a par value of $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 | 12 Months Ended |
Dec. 31, 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 and Consolidation The accompanying consolidated financial statements and related notes have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP”). The consolidated financial statements include the accounts of the Company, the Operating Partnership, and the wholly owned subsidiaries of the Operating Partnership and variable interest entities (“VIEs”) in which the Company is considered the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Variable Interest Entities The Company consolidates a VIE in which it is considered the primary beneficiary . The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. NLCP Operating Partnership LP The Operating Partnership was determined to be a 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 December 31, 2022 and 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. Hero Diversified Associates, Inc. The Company funded a $30 million nine-month mortgage loan to Hero Diversified Associates, Inc. (“HDAI”) on October 29, 2021. We determined that HDAI was 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. Based on a number of factors, including that the Company did not have the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, the Company determined that, as of December 31, 2021, the Company did not have a controlling financial interest and was not the primary beneficiary of this VIE. The Company was 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. Our maximum exposure to a loss on the HDAI loan was $30 million. During the year ended December 31, 2022, the loan to HDAI converted to a twenty year sale-leaseback. Refer to Note 4 for further information. 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 (building and improvements, tenant improvements and site improvements), the fair value of real estate and in-place lease intangibles acquired, the fair value of stock-based compensation and discount rates used to classify leases. Actual results could differ from those estimates. Investment in Real Estate Properties Real estate properties are presented at cost, less accumulated depreciation. Costs directly related to the properties’ acquisition, development, or redevelopment of the properties are capitalized. Any repairs and maintenance cost incurred, if any, on the properties are expensed. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Reimbursements paid to tenants or incurred by the Company for property improvements, generally consisting of building additions or significant upgrades to existing facilities, are considered construction in progress until placed in service. Such improvements are considered placed in service when ready and available for its intended use. Upon acquisition of a property, the Company allocates the purchase price of the real estate to land, building and improvements (inclusive of tenant improvements), site improvements and if applicable and determined material intangibles, such as the value of above and below market leases and origination costs associated with the in-place lease. The tangible and intangible assets acquired and liabilities assumed are initially measured based upon their relative fair values. We estimate the fair value of land by reviewing comparable sales within the same submarket and/or region, the fair value of buildings on an as-if vacant basis and may engage third-party valuation specialists. Acquisition costs for asset acquisitions are capitalized as incurred. All of our real estate investments to date, including the Merger, were recorded as asset acquisitions. The Company depreciates the amount allocated to building and improvements on a straight-line basis over their estimated useful lives not to exceed 35 years and the amount allocated to site improvements at our buildings, if any, over the estimated useful lives, not to exceed 15 years. The Company amortizes the amount allocated to intangibles related to in-place leases over the remaining term of the in-place lease. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are exposed to concentrations of credit risk. The Company has deposited cash and cash equivalents with three financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per financial institution. As of December 31, 2022, the Company had cash accounts in excess of FDIC insured limits. The Company has not incurred any losses from such accounts and management considers the risk to be minimal. Deferred Financing Costs Deferred financing costs represent commitment fees, legal, title and other third party costs associated with obtaining commitments for financing which result in a closing of such financing. These costs are amortized over the terms of the respective agreements. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is determined that the financing will not close. Deferred financing costs related to the Company’s revolving credit facility are amortized on a straight-line basis and are classified in “Other Assets” in the consolidated balance sheets. Offering and Organization Costs Offering costs borne by the Company in connection with common stock offerings and private placements are reflected as a reduction of additional paid-in-capital. Offering costs borne by the Company in connection with its shelf registration will be deferred and recorded in "Other Assets" until such time the Company completes a common stock offering where all or a portion will be reclassified and reflected as a reduction of additional paid-in-capital. The deferred offering costs will be expensed upon the expiration of the shelf if the Company does not complete an equity offering. Organization costs are expensed as incurred. Lease Classification We adopted Topic 842 effective as of January 1, 2022 using the effective date method and elected the package of practical expedients that allows an entity not to reassess upon adoption (i) whether an expired or existing contract contains a lease, (ii) whether a lease classification related to expired or existing lease arrangements, and (iii) whether costs incurred on expired or existing leases qualify as initial direct costs, and as a lessor, the practical expedient not to separate certain non-lease components, such as common area maintenance, from the lease component if the timing and pattern of transfer are the same for the non-lease component and associated lease component, and the lease component would be classified as an operating lease if accounted for separately. Lease classification for leases under which the Company is the lessor are evaluated at lease commencement and leases not classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable. Lease classification for those leases under which the Company is the lessee are evaluated at lease commencement as finance or operating leases. Leases qualify as finance leases if the lease transfers ownership of the asset at the end of the lease term, the lease grants an option to purchase the asset that we are reasonably certain to exercise, the lease term is for a major part of the remaining economic life of the asset, or the present value of the lease payments exceeds substantially all of the fair value of the asset. Leases that do not qualify as finance leases are deemed to be operating leases. At lease commencement the Company records a lease liability which is measured as the present value of the lease payments and a right of use asset which is measured as the amount of the lease liability and any initial direct costs incurred. The Company applies a discount rate to determine the present value of the lease payments. If the rate implicit in the lease is not known, the Company uses a discount rate reflective of the Company’s incremental borrowing rate. On the consolidated statements of operations, operating leases are expensed through rent expense while financing leases are expensed through amortization and interest expense. Revenue Recognition The Company’s triple-net leases are accounted for as operating leases. Operating leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term, unless the collectability of minimum lease payments is not reasonably predictable. Rental increases based upon changes in the consumer price index are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements. Contractually obligated expenses as defined by the lease agreement that are paid directly by the tenant are not reflected in our consolidated financial statements. Operating leases where the minimum lease payments are not reasonably predictable are recognized on a cash basis. Due to our tenants’ limited operating history and the uncertain regulatory environment in the United States relating to the cannabis industry, the Company records rental revenue for its operating leases on a cash basis. Any rental payments received in advance of contractual due dates are recorded as “Rent Received in Advance” on the accompanying consolidated balance sheets. Reportable Segment We are engaged in the business of providing real estate/financing for the regulated cannabis industry. We have aggregated the properties into one reportable segment as our properties are similar in that they are leased to state-licensed operators on long-term triple-net basis and consist of improvements that are reusable and have similar economic characteristics. The financial information disclosed herein represents all of the financial information related to our one reportable segment. Income Taxes We have made an election to be taxed as a REIT, under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with 2019, our initial taxable year. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90% of the REIT’s ordinary taxable income to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we will continue to be organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income. Provision for Impairment The Company reviews current activities and changes in the business condition of all of our properties to determine the existence of any triggering events or impairment indicators. The Company evaluates our real estate assets for impairment on a property-by-property basis. If triggering events or impairment indicators are identified, the Company analyzes the carrying value of its real estate for any impairment. Such impairment indicators include but are not limited to, deterioration in rent rates for a property, decline in projected rental rates, evidence of material physical damage to the property, holding period, and tenant defaults. A provision is made for impairment if estimated future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property. Key inputs that the Company utilizes in this analysis include projected rental rates, estimated holding periods, capital expenditures and property sales capitalization rates. Stock-Based Compensation Stock-based compensation for equity awards is based on the grant date fair value of the equity awards and is recognized over the requisite service or performance period. If awards are forfeited prior to vesting, we reverse any previously recognized expense related to such awards in the period during which the forfeiture occurs and reclassify any non-forfeitable dividends and dividend equivalents previously paid on these awards from retained earnings to compensation expense. Forfeitures are recognized as incurred. Certain equity awards are subject to vesting based upon the satisfaction of various market conditions. Loans Receivable Loans receivable originated by us are recorded at their principal amount, net of any premium or discount value on our consolidated balance sheets. Interest income on loans is recorded using the effective interest method based on the contractual payment terms of the loan. Any premium amortization or discount accretion will be reflected as a component of “Interest Income from Loans” in the consolidated statements of operations. Loan Payable The Company records loan payable net of discounts on our consolidated balance sheets. The discount is amortized as a non-cash interest expense using the effective interest method or other method that is not materially different, over the life of the loan payable. Any premium amortization or discount accretion will be reflected as a component of “Interest Expense” in the consolidated statement of operations. Earnings Per Share The Company calculates earnings per share (“EPS”) in accordance with Accounting Standards Codification (“ASC”) ASC 260 – Earnings Per Share (“ASC 260”). Under ASC 260, non-vested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in computing basic EPS pursuant to the two-class method. GAAP requires use of the two-class method in computing earnings per share for all periods presented for each class of common stock and participating securities as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for dividends declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for dividends declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity. The Company’s participating securities are not allocated a share of the net loss, as the participating securities do not have a contractual obligation to share in the net losses of the Company. Noncontrolling Interests Noncontrolling 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. Reclassifications Certain prior year balances have been reclassified to conform to our current year presentation. Recent Accounting Pronouncements Description Adoption Date Effect on Financial Statements In 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. January 1, 2023 The adoption of this standard did not have a material impact on the Company’s consolidated financial statements due to the limited nature of financial assets held by the Company subject to ASU 2016-13. In July 2021, the FASB issued an update ("ASU 2021-05") Lessors - Certain Leases with Variable Lease Payments to ASC Topic 842, Leases ("ASC 842"). ASU 2021-05 provides additional ASC 842 classification guidance as it relates to a lessor's accounting for certain leases with variable lease payments. ASU 2021-05 requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. ASU 2021-05 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. January 1, 2022 The adoption of this standard did not have a material impact on the Company’s consolidation financial statements due to the nature of its leases. |
Real Estate
Real Estate | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
Real Estate | Real Estate On March 17, 2021, the Company completed the Merger with Target. The Target company owned a portfolio of 19 properties subject to long-term, single-tenant, triple-net sale leaseback and build-to-suit properties for the cannabis industry. The Merger was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations. Upon acquisition, the purchase price was allocated to the assets acquired, including identifiable intangible assets, and liabilities assumed from the Target at their relative fair values at the date of the completion of the Merger and the Merger related transaction costs were capitalized to the basis of the assets acquired. The purchase price allocation is summarized as follows (in thousands): Land $ 9,248 Building and Improvements 78,523 In-Place Lease Intangible Assets 25,595 Cash 64,355 Other Assets 154 Security Deposits Payable (1,658) Tenant Improvements Payable (4,384) Accounts Payable, Accrued Expenses and Other Liabilities (2,016) Total purchase price, including transaction costs $ 169,817 As of December 31, 2022, the Company owned 32 properties located in 12 states. The following table represents the Company’s real estate portfolio as of December 31, 2022 (dollars in thousands): Tenant Market Site Type Land Building and Improvements (1) Total Real Estate Accumulated Depreciation Net Real Estate Acreage Connecticut Dispensary $ 395 $ 534 $ 929 $ (57) $ 872 Acreage Massachusetts Cultivation 481 9,310 9,791 (884) 8,907 Acreage Pennsylvania Cultivation 952 9,209 10,161 (844) 9,317 Ayr Wellness, Inc. Nevada Cultivation 1,002 12,577 13,579 (203) 13,376 Ayr Wellness, Inc. Pennsylvania Cultivation 2,964 11,565 14,529 (215) 14,314 Bloom Medicinal Missouri Cultivation 598 11,385 11,983 (139) 11,844 Calypso Enterprises Pennsylvania Cultivation 1,486 28,514 30,000 (417) 29,583 Columbia Care California Dispensary 1,082 2,692 3,774 (155) 3,619 Columbia Care Illinois Dispensary 162 1,053 1,215 (58) 1,157 Columbia Care Illinois Cultivation 801 10,560 11,361 (590) 10,771 Columbia Care Massachusetts Dispensary 108 2,212 2,320 (137) 2,183 Columbia Care Massachusetts Cultivation 1,136 12,690 13,826 (944) 12,882 Cresco Labs Illinois Cultivation 276 50,456 50,732 (4,282) 46,450 Curaleaf Connecticut Dispensary 184 2,748 2,932 (164) 2,768 Curaleaf Florida Cultivation 388 75,595 75,983 (4,093) 71,890 Curaleaf Illinois Dispensary 69 525 594 (33) 561 Curaleaf Illinois Dispensary 65 959 1,024 (62) 962 Curaleaf Illinois Dispensary 606 1,128 1,734 (71) 1,663 Curaleaf Illinois Dispensary 281 3,072 3,353 (188) 3,165 Curaleaf North Dakota Dispensary 779 1,395 2,174 (91) 2,083 Curaleaf Ohio Dispensary 574 2,788 3,362 (198) 3,164 Curaleaf Pennsylvania Dispensary 877 1,041 1,918 (83) 1,835 Curaleaf Pennsylvania Dispensary 216 2,011 2,227 (122) 2,105 Greenlight (2) Arkansas Dispensary 238 1,919 2,157 (117) 2,040 Mint Arizona Cultivation 2,400 10,541 12,941 — ‘(3) 12,941 Mint Massachusetts Cultivation 380 1,569 1,949 — ‘(3) 1,949 Organic Remedies Missouri Cultivation 204 20,615 20,819 (1,105) 19,714 PharmaCann Massachusetts Dispensary 411 1,701 2,112 (184) 1,928 PharmaCann Ohio Dispensary 281 1,269 1,550 (6) 1,544 PharmaCann Pennsylvania Dispensary 44 1,271 1,315 (71) 1,244 Revolutionary Clinics Massachusetts Cultivation 926 41,934 42,860 (1,861) 40,999 Trulieve Pennsylvania Cultivation 1,061 43,209 44,270 (2,362) 41,908 Total Real Estate $ 21,427 $ 378,047 $ 399,474 $ (19,736) $ 379,738 (1) Includes construction in progress in the amount of $12.1 million that had been funded as of December 31, 2022. (2) GL Partners, Inc. (Greenlight) took over as tenant however Curaleaf remains the guarantor subject to certain conditions in the lease agreement. (3) This property is under development. Upon completion, the property will begin depreciation once assets are placed-in-service. As of December 31, 2021, the Company owned 28 properties located in 11 states. The following table represents the Company’s real estate portfolio as of December 31, 2021 (dollars in thousands): Tenant Market Site Type Land Building and Improvements (1) Total Real Estate Accumulated Depreciation Net Real Estate Acreage Connecticut Dispensary $ 395 $ 534 $ 929 $ (39) $ 890 Acreage Massachusetts Cultivation 481 9,310 9,791 (609) 9,182 Acreage Pennsylvania Cultivation 952 9,209 10,161 (581) 9,580 Columbia Care California Dispensary 1,082 2,692 3,774 (68) 3,706 Columbia Care Illinois Dispensary 162 1,053 1,215 (26) 1,189 Columbia Care Illinois Cultivation 801 10,560 11,361 (261) 11,100 Columbia Care Massachusetts Dispensary 108 2,212 2,320 (60) 2,260 Columbia Care Massachusetts Cultivation 1,136 12,690 13,826 (405) 13,421 Cresco Labs Illinois Cultivation 276 50,456 50,732 (2,835) 47,897 Curaleaf Connecticut Dispensary 184 2,748 2,932 (72) 2,860 Curaleaf Florida Cultivation 388 54,612 55,000 (2,165) 52,835 Curaleaf Illinois Dispensary 69 525 594 (14) 580 Curaleaf Illinois Dispensary 65 959 1,024 (27) 997 Curaleaf Illinois Dispensary 606 1,128 1,734 (31) 1,703 Curaleaf Illinois Dispensary 281 3,072 3,353 (83) 3,270 Curaleaf North Dakota Dispensary 779 1,395 2,174 (44) 2,130 Curaleaf Ohio Dispensary 574 2,788 3,362 (87) 3,275 Curaleaf Pennsylvania Dispensary 877 1,041 1,918 (37) 1,881 Curaleaf Pennsylvania Dispensary 216 2,011 2,227 (54) 2,173 Curaleaf (2) Arkansas Dispensary 238 1,919 2,157 (52) 2,105 Mint Arizona Cultivation 2,400 3,127 5,527 — ‘(3) 5,527 Mint Massachusetts Cultivation 380 1,220 1,600 — 1,600 Organic Remedies Missouri Cultivation 204 15,859 16,063 (31) 16,032 PharmaCann Massachusetts Dispensary 411 1,676 2,087 (81) 2,006 PharmaCann Massachusetts Dispensary 553 269 822 — 822 PharmaCann Pennsylvania Dispensary 44 1,271 1,315 (31) 1,284 Revolutionary Clinics Massachusetts Cultivation 926 41,934 42,860 (653) 42,207 Trulieve Pennsylvania Cultivation 1,061 36,162 37,223 (809) 36,414 Total Real Estate $ 15,649 $ 272,432 $ 288,081 $ (9,155) $ 278,926 (1) Includes construction in progress in the amount of $13.1 million that had been funded as of December 31, 2021. (2) In 2022, GL Partners, Inc. (Greenlight) took over as tenant however Curaleaf remains the guarantor subject to certain conditions in the lease agreement. (3) This property is under development. Upon completion, the property will begin depreciation once assets are placed-in-service. Real Estate Acquisitions During the year ended December 31, 2022, the Company invested approximately $67.0 million to acquire four cultivation facilities and one dispensary. The following table presents the real estate acquisitions for the year ended December 31, 2022 (in thousands): Tenant Market Site Type Closing Date Real Estate Acquisition Costs (1) Bloom Medicinal Missouri Cultivation April 1, 2022 $ 7,301 ‘(2) 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 ‘(3) PharmaCann Ohio Dispensary November 3, 2022 1,550 Total $ 66,959 (1) Includes the purchase price (and in some cases, transaction costs that have been capitalized into the purchase price) and tenant improvement commitments funded at closing, if any, as of December 31, 2022. Excludes tenant improvement commitments not funded as of December 31, 2022. Excludes approximately $11.0 thousand of capitalized transaction costs on properties purchased prior to January 1, 2022. (2) Includes approximately $5.0 million of tenant improvements funded at closing of the property. (3) The Company entered into a $30.0 million mortgage loan on October 29, 2021 which converted to real estate through a sale leaseback transaction on August 5, 2022. Excluding the Merger, during the year ended December 31, 2021, the Company invested approximately $63.2 million to acquire four cultivation facilities. The following table presents the real estate acquisitions for the year ended December 31, 2021 (in thousands): Tenant Market Site Type Closing Date Real Estate Acquisition Costs Mint Massachusetts Cultivation April. 1, 2021 $ 1,600 Mint Arizona Cultivation June. 24, 2021 2,710 Revolutionary Clinics Massachusetts Cultivation June. 30, 2021 42,853 ‘(1) Organic Remedies Missouri Cultivation December. 20, 2021 16,032 ‘(2) Total $ 63,195 (1) Includes $40.1 million in cash and 88,200 OP Units, valued at approximately $2.2 million, issued in connection with the purchase of the property. The Company was required to issue 132,727 OP Units pursuant to contribution agreement if certain conditions were met prior to June 30, 2022. These conditions were not met, and therefore the Company was relieved of it’s obligation to issue additional OP Units as of December 31, 2022. (2) Includes approximately $11.1 million of TI funded at closing of the property. Tenant Improvements Funded During the year ended December 31, 2022, the Company funded approximately $45.2 million of Tenant Improvements (“TI”). The following table presents the tenant improvements funded for the year ended December 31, 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 — Mint Arizona Cultivation June 24, 2021 7,415 1,554 (2) 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 4,682 534 (4) Ayr Wellness, Inc. Pennsylvania Cultivation June 30, 2022 — 750 Total $ 45,245 $ 3,120 (1) On June 16, 2022, the Company funded the expansion of an existing property. (2) The tenant has been paying rent for the remaining commitment since July 2022 in accordance with the lease agreement. (3) The tenant had been paying rent for the TI since December 2021 in accordance with the lease agreement. As of May 2022, the TI had been fully funded. (4) The unfunded commitment does not include a $16.5 million option but not obligation to acquire an adjacent property from the existing tenant. Excluding the Merger, during the year ended December 31, 2021, the Company funded approximately $24.0 million of TI. The following table presents the tenant improvements funded for the year ended December 31, 2021 (in thousands): Tenant Market Site Type Closing Date TI Funded Unfunded Commitments Columbia Care Massachusetts Cultivation March. 17, 2021 $ 659 $ — Mint Massachusetts Cultivation April. 1, 2021 — 3,000 Mint Arizona Cultivation June. 24, 2021 3,132 ‘(1) 8,968 Trulieve Pennsylvania Cultivation March. 17, 2021 9,088 7,046 (2) Organic Remedies Missouri Cultivation December. 20, 2021 11,106 ‘(3) 5,027 Total $ 23,985 $ 24,041 (1) Includes approximately $315.0 thousand of TI funded at closing of the property. (2) The tenant had been paying rent for the unfunded commitments since December 2021 in accordance with the lease agreement. (3) Includes approximately $11.1 million of TI funded at closing of the property. 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 $60.1 thousand. Subsequent to the sale, the lease payments from each of the remaining properties operated by PharmaCann, increased by the amount of rent that would have been received from the PharmaCann Massachusetts property that was sold. The increased rent discontinued upon acquisition of a third property operated by PharmaCann, that was acquired on November 3, 2022 in Wapakoneta, OH. Construction in Progress Construction in progress was $12.1 million and $13.1 million on December 31, 2022 and December 31, 2021, respectively and is included in “Buildings and Improvements” in the accompanying consolidated balance sheets. Depreciation and Amortization Depreciation expense was approximately $10.6 million and $6.5 million for the years ended December 31, 2022 and 2021, respectively. Amortization of the Company’s acquired in-place lease intangible assets were approximately $2.2 million and $1.6 million for the years ended December 31, 2022 and 2021, respectively. Acquired in-place lease intangible assets have a weighted average remaining amortization period of 11.2 years. In-place Leases The following table presents the future amortization of the Company’s acquired in-place leases as of December 31, 2022 (in thousands): Year Amortization Expense 2023 $ 1,985 2024 1,985 2025 1,985 2026 1,985 2027 1,985 Thereafter 11,840 Total $ 21,765 The following table presents the future contractual minimum rent under the Company’s operating leases as of December 31, 2022 (in thousands): Year Contractual Minimum Rent 2023 $ 49,015 2024 50,308 2025 51,606 2026 52,938 2027 54,305 Thereafter 560,891 Total $ 819,063 Concentration of Credit Risk The ability of any of our tenants to honor the terms of its lease is dependent upon the economic, regulatory, competition, natural and social factors affecting the community in which that tenant operates. As of December 31, 2022, we owned 32 properties located in Arizona, Arkansas, California, Connecticut, Florida, Illinois, Massachusetts, Missouri, Nevada, North Dakota, Ohio, and Pennsylvania. 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 Year Ended December 31, 2022 2021 Number of Percentage of Number of Percentage of Curaleaf 10 24 % 11 32 % Cresco Labs 1 15 % 1 23 % Revolutionary Clinics 1 12 % 1 9 % Trulieve 1 13 % 1 11 % Columbia Care 5 10 % 5 11 % Acreage 3 7 % 3 10 % Organic Remedies 1 5 % 1 0 % 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 December 31, 2022 and December 31, 2021, no impairment losses were recognized. |
Loans Receivable
Loans Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Loans Receivable | Loans Receivable Mortgage Loan The Company funded a $30.0 million mortgage loan to HDAI on October 29, 2021. Collateral for the loan included a first-lien mortgage on a cultivation and processing facility in Erie, Pennsylvania. The loan bore interest at 12.25% and was structured to convert to a twenty year sale leaseback, unless a specific provision in the loan agreement was satisfied prior to July 29, 2022. HDAI funded a $2,756,250 interest reserve at closing. On August 5, 2022 the mortgage loan converted to a twenty year sale leaseback and the Company recorded land and building and improvements which is included in "Total Real Estate" on the consolidated balance sheets as of December 31, 2022. Loan Receivable The Company funded a $5.0 million unsecured loan to Bloom Medicinals on June 10, 2022. The loan initially bears interest at a rate of 10.25% and is structured to increase by 2.25% annually. 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 December 31, 2022, the aggregate principal amount outstanding on the unsecured loan receivable was $5.0 million. |
Financings
Financings | 12 Months Ended |
Dec. 31, 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 loans outstanding balance as of December 31, 2022 was $2.0 million and the remaining unamortized discount was $13.5 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 1.0% 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 December 31, 2022, the Company is compliant with the covenants of the agreement. As of December 31, 2022, the Revolving Credit Facility had $89.0 million in funds available to be drawn subject to the pledge of additional collateral of fee simple real estate owned by certain subsidiaries of the Operating Partnerships, which was completed shortly after December 31, 2022. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 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 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 had 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 $53,494 during the years ended December 31, 2022 and 2021, respectively. Separation and Retirement of Executive Officers |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests The Company’s noncontrolling interests represent limited partnership interests in the Operating Partnership not held by the Company. Noncontrolling interests represented 1.7% and 2.1% ownership interest in the Company, at December 31, 2022 and 2021, respectively. The following table presents the activity for the Company’s noncontrolling interest issued by the Operating partnership for the years ended December 31, 2022 and 2021: 2022 2021 Common Shares OP Units Noncontrolling Interests % Common Shares OP Units Noncontrolling Interests % Balance at January 1, 21,235,914 453,303 2.1 % 7,758,145 365,103 4.5 % Common Stock Issued — — — % 13,477,769 — — % Restricted Stock Units Converted, net of taxes 92,559 — — % — — — % OP Units Issued — — — % — 88,200 — % OP Units Converted 79,721 (79,721) — % — — — % Balance at December 31, 21,408,194 373,582 1.7 % 21,235,914 453,303 2.1 % |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based CompensationOur 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 December 31, 2022, there were 2,081,600 shares available for issuance under the Plan, which assumes maximum performance is achieved with respect to PSUs. Restricted Stock Units During the years ended December 31, 2022 and 2021, the Company granted 19,362 and 89,498 Restricted Stock Units (“RSUs”) to certain directors, officers and employees of the Company, respectively. Total outstanding RSUs as of December 31, 2022 and 2021 are 47,789 and 176,825, respectively. Of the 47,789 outstanding RSUs as of December 31, 2022, 9,041 RSUs were not issued pursuant to a formal plan, were granted prior to the IPO, and became fully vested upon the IPO. 38,748 RSUs were granted pursuant to the Plan subsequent to the IPO. During the year ended December 31, 2022, 26,559 RSUs vested and 8,566 RSUs were forfeited. During the year ended December 31, 2021, 91,883 RSUs vested and 0 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. During the years ended December 31, 2022 and 2021, the Company paid $17,628 and $0, respectively, of dividend equivalents that became earned upon vesting of RSUs. Unearned dividend equivalents on unvested RSUs as of December 31, 2022 and 2021 were $38,575 and $14,279, 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 amount to approximately $0.9 million and $2.0 million for the years ended December 31, 2022 and 2021, respectively. Included in the $0.9 million of stock-based compensation for the year ended December 31, 2022, is approximately $0.2 million of accelerated expense related to the retirement and separation of certain officers. The remaining unrecognized compensation cost of approximately $0.5 million for RSU awards is expected to be recognized over a weighted average amortization period of 0.7 years as of December 31, 2022. The following table sets forth our unvested RSU activity for the years ended December 31, 2022 and 2021 : 2022 2021 Number of Unvested Weighted-Average Number of Unvested Weighted-Average Balance at January 1, 45,018 $ 27.49 47,403 $ 20.99 Granted 19,362 $ 20.54 89,498 $ 24.67 Forfeited (8,566) $ 27.49 — $ — Vested (26,559) $ 27.49 (91,883) $ 21.39 Balance at December 31, 29,255 $ 22.89 45,018 $ 27.49 Performance Stock Units During the years ended December 31, 2022 and 2021, the Company granted 0 and 77,742 Performance Stock Units (“PSUs”) to officers or employees of the Company, respectively. Total outstanding PSUs as of December 31, 2022 and 2021 are 66,841 and 77,742, respectively. All PSUs were granted pursuant to the Plan subsequent to the IPO. During the years ended December 31, 2022 and 2021, 10,901 and 0 PSUs were forfeited, respectively. 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. 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 December 31, 2022 and 2021 were $116,972 and $24,100, 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 amount to approximately $0.6 million and $32.4 thousand for the years ended December 31, 2022 and 2021, respectively. The remaining unrecognized compensation cost of approximately $1.0 million for PSU awards is expected to be recognized over a weighted average amortization period of 0.9 years as of December 31, 2022. The following table sets forth our unvested performance stock activity for the years ended December 31, 2022 and 2021: 2022 2021 Number of Unvested Weighted-Average Number of Unvested Weighted-Average Balance at January 1, 77,742 $ 24.04 - $ - Granted - - 77,742 24.04 Vested - - - - Forfeited (10,901) $ 24.03 - - Balance at December 31, 66,841 $ 24.04 77,742 $ 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 December 31, 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 during the years ended December 31, 2022 and 2021: 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 December 31, 175,952 24.00 175,952 24.00 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants On 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 years ended December 31, 2022 and 2021: 2022 2021 Number of Warrants Weighted Average Exercise Price Number of Warrants (1) Weighted Average Exercise Price Exercisable at January 1, 602,392 $ 24.00 - $ 24.00 Granted - - 602,392 - Exercised - - - - Exercisable at December 31, 602,392 $ 24.00 602,392 $ 24.00 (1) Warrants granted on March 17, 2021. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 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 Year Ended 2022 2021 Numerator: Net Income Attributable to Common Stockholders $ 21,976 $ 11,229 Add: Preferred Stock Dividends — 4 Add: Net Income Attributable to Noncontrolling Interest 380 356 Net Income Attributable to Common Stockholders - Diluted 22,356 11,589 Denominator: Weighted Average Shares of Common Stock Outstanding - Basic 21,418,484 17,011,991 Dilutive Effect of OP Units 392,305 453,303 Dilutive Effect of Options and Warrants — 98,974 Dilutive Effect of Unvested Restricted Stock Units — 2,202 Weighted Average Shares of Common Stock - Diluted 21,810,789 17,566,470 Earnings Per Share - Basic Net Income Attributable to Common Stockholders $ 1.03 $ 0.66 Earnings Per Share - Diluted Net Income Attributable to Common Stockholders $ 1.03 $ 0.65 |
Stockholder_s Equity
Stockholder’s Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Stockholder’s 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 December 31, 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 Activity for the year ended December 31, 2022: During the year ended December 31, 2022, 79,721 OP Units and 92,559 RSUs were converted into shares of our common stock. Activity for the year ended December 31, 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. See Note 3. On August 13, 2021, the Company closed on its 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. 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 $10.0 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. As of December 31, 2022, the Company has not repurchased any shares of common stock under the stock repurchase program. Dividends The following tables describe 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 years ended December 31, 2022 and 2021: Declaration Date Record Date Period Covered Distributions Paid Date Amount per Share/Unit March 15, 2022 March 31, 2022 January 1, 2022 to March 31, 2022 April 14, 2022 $ 0.33 June 15, 2022 June 30, 2022 April 1, 2022 to June 30, 2022 July 15, 2022 0.35 September 15, 2022 September 30, 2022 July 1, 2022 to September 30, 2022 October 14, 2022 0.37 December 15, 2022 December 30, 2022 October 1, 2022 to December 30, 2022 January 13, 2023 0.39 Total $ 1.44 Declaration Date Record Date Period Covered Distributions Paid Date Amount per Share/Unit February 27, 2021 February 27, 2021 January 1, 2021 to March 16, 2021 March 22, 2021 $ 0.15 March 15, 2021 March 15, 2021 January 1, 2021 to March 16, 2021 March 29, 2021 0.08 June 16, 2021 June 30, 2021 March 17, 2021 to June 30, 2021 July 15, 2021 0.24 August 11, 2021 August 11, 2021 July 1, 2021 to August 12, 2021 August 12, 2021 0.12 September 15, 2021 September 30, 2021 August 13, 2021 to September 30, 2021 October 15, 2021 0.12 December 15, 2021 December 31, 2021 October 1, 2021 to December 31, 2021 January 15, 2022 0.31 Total $ 1.02 During the year ended December 31, 2021, the Company paid cash dividends on our Series A Preferred Stock totaling $4,167. During the years ended December 31, 2022 and 2021, the Company paid $17,628 and $0, respectively, of dividend equivalents that became earned upon vesting of RSUs. The Company had accrued unearned dividend equivalents on unvested RSUs and unvested PSUs of $155,547 and $38,379 as of December 31, 2022 and 2021, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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. The following table presents the carrying value and estimated fair value of financial instruments at December 31, 2022 and 2021 (in thousands) December 31, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Note Receivable (1) $ 5,000 $ 4,952 N/A N/A Revolving Credit Facility (2) $ 1,000 $ 915 N/A N/A Seller Financing (2) $ 1,986 $ 1,942 $ 3,759 $ 3,759 (1) The fair value measurement of the $5.0 million Note Receivable is based on unobservable inputs, and as such, is classified as Level III. (2) This fair value measurement of the Company’s Revolving Credit Facility and Seller Financing is based on observable inputs, and as such, are classified as Level II As of December 31, 2022, the carrying amounts of financial instruments such as cash and cash equivalents, accounts payable and accrued expenses, and other liabilities approximate their fair values due to the generally short-term nature and the market rates of interest of these instruments. As of December 31, 2021, the carrying amounts of financial instruments such as cash and cash equivalents, accounts payable and accrued expenses, and other liabilities approximate their fair values due to the generally short-term nature and the market rates of interest of these instruments. The Company’s $30.0 million mortgage loan receivable’s carrying amount approximates its fair value due to the generally short-term nature and the market rates of interest of this instrument. The fair value measurement of the mortgage loan receivable is based on unobservable inputs, and as such is classified as a Level III. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of December 31, 2022, the Company had aggregate unfunded commitments to invest $3.1 million to develop and improve of our existing cultivation facilities in Arizona, Missouri and Pennsylvania. Refer to Note 15- “Subsequent Events” for details on commitments the Company entered into after December 31, 2022. As of December 31, 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 $72.0 thousand in year one to $85.0 thousand in year four. The Company owns a portfolio of properties that it leases to entities which cultivate, harvest, process and distribute cannabis. Cannabis is an illegal substance under the Controlled Substances Act. Although the operations of the Company’s tenants are legalized in the states and local jurisdictions in which they operate, the Company and its tenants are subject to certain risks and uncertainties associated with conducting operations subject to conflicting federal, state and local laws in an industry with a complex regulatory environment which is continuously evolving. These risks and uncertainties include the risk that the strict enforcement of federal laws regarding cannabis would likely result in the Company’s inability, and the inability of its tenants, to execute their respective business plans. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases As Lessor Our properties are leased to single tenants on a long-term, triple-net basis, which obligates the tenant to be responsible for the ongoing expenses of a property, in addition to its rent obligations. Our tenants operate in the fast-growing cannabis industry. All of our leases generally contain annual increases in rent (typically between 2% and 3%) over the expiring rental rate at the time of expiration. Certain of our leases also contain a Tenant Improvement Allowance (“TIA”). TIA is generally available to be funded between 12 and 18 months. In some leases, the tenant becomes liable to pay rent as if the full TIA has been funded, even if there are still unfunded commitments. TIA also contains annual increases which generally increase at the same rate as base rent, per the lease agreement. Certain of our leases provide the lessee with a right of first refusal or right of first offer in the event we market the leased property for sale. Two of the Company’s leases that were entered into in December 2020 provide the lessee with a purchase option to purchase the leased property at the end of the initial lease term in December 2029, subject to the satisfaction of certain conditions. The purchase option provision allows the lessee to purchase the leased property for an amount based on the fair market value of our investment. As of December 31, 2022, our gross investment in these two properties was approximately $6.3 million. As Lessee As of December 31, 2022 the Company was the lessee under one office lease that qualifies under the right-of-use ("ROU") model. The Company record a ROU asset of $273,048 which is classified in “ Other Assets Other Liabilities The following table presents the future contractual rent obligations as lessee as December 31, 2022 (in thousands): Year Contractual Base Rent 2023 $ 73 2024 75 2025 77 2026 52 2027 — Thereafter — Total Minimum Lease Payments $ 277 Amount Discounted Using Incremental Borrowing Rate 30 Total Lease Liability $ 247 As of December 31, 2022, the weighted-average discount rate used to calculate the lease liability was 5.65% and remaining lease term was 3.7 years, inclusive of purchase options expected to be exercised. |
Leases | Leases As Lessor Our properties are leased to single tenants on a long-term, triple-net basis, which obligates the tenant to be responsible for the ongoing expenses of a property, in addition to its rent obligations. Our tenants operate in the fast-growing cannabis industry. All of our leases generally contain annual increases in rent (typically between 2% and 3%) over the expiring rental rate at the time of expiration. Certain of our leases also contain a Tenant Improvement Allowance (“TIA”). TIA is generally available to be funded between 12 and 18 months. In some leases, the tenant becomes liable to pay rent as if the full TIA has been funded, even if there are still unfunded commitments. TIA also contains annual increases which generally increase at the same rate as base rent, per the lease agreement. Certain of our leases provide the lessee with a right of first refusal or right of first offer in the event we market the leased property for sale. Two of the Company’s leases that were entered into in December 2020 provide the lessee with a purchase option to purchase the leased property at the end of the initial lease term in December 2029, subject to the satisfaction of certain conditions. The purchase option provision allows the lessee to purchase the leased property for an amount based on the fair market value of our investment. As of December 31, 2022, our gross investment in these two properties was approximately $6.3 million. As Lessee As of December 31, 2022 the Company was the lessee under one office lease that qualifies under the right-of-use ("ROU") model. The Company record a ROU asset of $273,048 which is classified in “ Other Assets Other Liabilities The following table presents the future contractual rent obligations as lessee as December 31, 2022 (in thousands): Year Contractual Base Rent 2023 $ 73 2024 75 2025 77 2026 52 2027 — Thereafter — Total Minimum Lease Payments $ 277 Amount Discounted Using Incremental Borrowing Rate 30 Total Lease Liability $ 247 As of December 31, 2022, the weighted-average discount rate used to calculate the lease liability was 5.65% and remaining lease term was 3.7 years, inclusive of purchase options expected to be exercised. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Tenant Improvements Subsequent to December 31, 2022, the Company funded approximately $1.4 million of tenant improvements to our cultivation facilities in Massachusetts and Missouri. Seller Financing On January 3, 2023, the Company paid down $1.0 million of its loan payable to the seller of a cultivation facility in Chaffee, Missouri. The remaining outstanding balance after payment is $1.0 million. Real Estate Acquisitions In March 2023, the Company exercised its option with Bloom Medicinal and acquired a parcel of land adjacent to the Company’s Missouri property $350.0 thousand. The option includes an expansion to the existing cultivation facility and the Company will provide up to $16.2 million to fund the expansion. In March 2023, the Company executed a non-binding Letter of Intent with The Mint Cannabis to provide up to $7.5 million for improvements to the cultivation and processing facility under construction located in Phoenix, Arizona. Non-Performing Tenant |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The accompanying consolidated financial statements and related notes have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP”). The consolidated financial statements include the accounts of the Company, the Operating Partnership, and the wholly owned subsidiaries of the Operating Partnership and variable interest entities (“VIEs”) in which the Company is considered the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. |
Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements and related notes have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP”). The consolidated financial statements include the accounts of the Company, the Operating Partnership, and the wholly owned subsidiaries of the Operating Partnership and variable interest entities (“VIEs”) in which the Company is considered the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. |
Variable Interest Entities | Variable Interest Entities The Company consolidates a VIE in which it is considered the primary beneficiary . The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. |
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 (building and improvements, tenant improvements and site improvements), the fair value of real estate and in-place lease intangibles acquired, the fair value of stock-based compensation and discount rates used to classify leases. Actual results could differ from those estimates. |
Investment in Real Estate Properties | Investment in Real Estate Properties Real estate properties are presented at cost, less accumulated depreciation. Costs directly related to the properties’ acquisition, development, or redevelopment of the properties are capitalized. Any repairs and maintenance cost incurred, if any, on the properties are expensed. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Reimbursements paid to tenants or incurred by the Company for property improvements, generally consisting of building additions or significant upgrades to existing facilities, are considered construction in progress until placed in service. Such improvements are considered placed in service when ready and available for its intended use. Upon acquisition of a property, the Company allocates the purchase price of the real estate to land, building and improvements (inclusive of tenant improvements), site improvements and if applicable and determined material intangibles, such as the value of above and below market leases and origination costs associated with the in-place lease. The tangible and intangible assets acquired and liabilities assumed are initially measured based upon their relative fair values. We estimate the fair value of land by reviewing comparable sales within the same submarket and/or region, the fair value of buildings on an as-if vacant basis and may engage third-party valuation specialists. Acquisition costs for asset acquisitions are capitalized as incurred. All of our real estate investments to date, including the Merger, were recorded as asset acquisitions. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are exposed to concentrations of credit risk. The Company has deposited cash and cash equivalents with three financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per financial institution. |
Deferred Financing Costs | Deferred Financing CostsDeferred financing costs represent commitment fees, legal, title and other third party costs associated with obtaining commitments for financing which result in a closing of such financing. These costs are amortized over the terms of the respective agreements. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is determined that the financing will not close. Deferred financing costs related to the Company’s revolving credit facility are amortized on a straight-line basis and are classified in “Other Assets” in the consolidated balance sheets. |
Offering and Organization Costs | Offering and Organization CostsOffering costs borne by the Company in connection with common stock offerings and private placements are reflected as a reduction of additional paid-in-capital. Offering costs borne by the Company in connection with its shelf registration will be deferred and recorded in "Other Assets" until such time the Company completes a common stock offering where all or a portion will be reclassified and reflected as a reduction of additional paid-in-capital. The deferred offering costs will be expensed upon the expiration of the shelf if the Company does not complete an equity offering. Organization costs are expensed as incurred. |
Lease Classification | Lease Classification We adopted Topic 842 effective as of January 1, 2022 using the effective date method and elected the package of practical expedients that allows an entity not to reassess upon adoption (i) whether an expired or existing contract contains a lease, (ii) whether a lease classification related to expired or existing lease arrangements, and (iii) whether costs incurred on expired or existing leases qualify as initial direct costs, and as a lessor, the practical expedient not to separate certain non-lease components, such as common area maintenance, from the lease component if the timing and pattern of transfer are the same for the non-lease component and associated lease component, and the lease component would be classified as an operating lease if accounted for separately. Lease classification for leases under which the Company is the lessor are evaluated at lease commencement and leases not classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct financing leases when the present |
Revenue Recognition | Revenue Recognition The Company’s triple-net leases are accounted for as operating leases. Operating leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term, unless the collectability of minimum lease payments is not reasonably predictable. Rental increases based upon changes in the consumer price index are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements. Contractually obligated expenses as defined by the lease agreement that are paid directly by the tenant are not reflected in our consolidated financial statements. Operating leases where the minimum lease payments are not reasonably predictable are recognized on a cash basis. Due to our tenants’ limited operating history and the uncertain regulatory environment in the United States relating to the cannabis industry, the Company records rental revenue for its operating leases on a cash basis. Any rental payments received in advance of contractual due dates are recorded as “Rent Received in Advance” on the accompanying consolidated balance sheets. |
Reportable Segment | Reportable Segment We are engaged in the business of providing real estate/financing for the regulated cannabis industry. We have aggregated the properties into one reportable segment as our properties are similar in that they are leased to state-licensed operators on long-term triple-net basis and consist of improvements that are reusable and have similar economic characteristics. The financial information disclosed herein represents all of the financial information related to our one reportable segment. |
Income Taxes | Income Taxes We have made an election to be taxed as a REIT, under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with 2019, our initial taxable year. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90% of the REIT’s ordinary taxable income to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we will continue to be organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income. |
Provision for Impairment | Provision for Impairment The Company reviews current activities and changes in the business condition of all of our properties to determine the existence of any triggering events or impairment indicators. The Company evaluates our real estate assets for impairment on a property-by-property basis. If triggering events or impairment indicators are identified, the Company analyzes the carrying value of its real estate for any impairment. Such impairment indicators include but are not limited to, deterioration in rent rates for a property, decline in projected rental rates, evidence of material physical damage to the property, holding period, and tenant defaults. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation for equity awards is based on the grant date fair value of the equity awards and is recognized over the requisite service or performance period. If awards are forfeited prior to vesting, we reverse any previously recognized expense related to such awards in the period during which the forfeiture occurs and reclassify any non-forfeitable dividends and dividend equivalents previously paid on these awards from retained earnings to compensation expense. Forfeitures are recognized as incurred. Certain equity awards are subject to vesting based upon the satisfaction of various market conditions. |
Loans Receivable | Loans Receivable Loans receivable originated by us are recorded at their principal amount, net of any premium or discount value on our consolidated balance sheets. Interest income on loans is recorded using the effective interest method based on the contractual payment terms of the loan. Any premium amortization or discount accretion will be reflected as a component of “Interest Income from Loans” in the consolidated statements of operations. |
Loan Payable | Loan Payable The Company records loan payable net of discounts on our consolidated balance sheets. The discount is amortized as a non-cash interest expense using the effective interest method or other method that is not materially different, over the life of the loan payable. Any premium amortization or discount accretion will be reflected as a component of “Interest Expense” in the consolidated statement of operations. |
Earnings Per Share | Earnings Per Share The Company calculates earnings per share (“EPS”) in accordance with Accounting Standards Codification (“ASC”) ASC 260 – Earnings Per Share (“ASC 260”). Under ASC 260, non-vested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in computing basic EPS pursuant to the two-class method. GAAP requires use of the two-class method in computing earnings per share for all periods presented for each class of common stock and participating securities as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for dividends declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for dividends declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity. The Company’s participating securities are not allocated a share of |
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. |
Reclassifications | Reclassifications Certain prior year balances have been reclassified to conform to our current year presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Description Adoption Date Effect on Financial Statements In 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. January 1, 2023 The adoption of this standard did not have a material impact on the Company’s consolidated financial statements due to the limited nature of financial assets held by the Company subject to ASU 2016-13. In July 2021, the FASB issued an update ("ASU 2021-05") Lessors - Certain Leases with Variable Lease Payments to ASC Topic 842, Leases ("ASC 842"). ASU 2021-05 provides additional ASC 842 classification guidance as it relates to a lessor's accounting for certain leases with variable lease payments. ASU 2021-05 requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. ASU 2021-05 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. January 1, 2022 The adoption of this standard did not have a material impact on the Company’s consolidation financial statements due to the nature of its leases. |
Real Estate (Tables)
Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
Purchase Price Allocation | The purchase price allocation is summarized as follows (in thousands): Land $ 9,248 Building and Improvements 78,523 In-Place Lease Intangible Assets 25,595 Cash 64,355 Other Assets 154 Security Deposits Payable (1,658) Tenant Improvements Payable (4,384) Accounts Payable, Accrued Expenses and Other Liabilities (2,016) Total purchase price, including transaction costs $ 169,817 |
Properties Acquired and Current Properties | The following table represents the Company’s real estate portfolio as of December 31, 2022 (dollars in thousands): Tenant Market Site Type Land Building and Improvements (1) Total Real Estate Accumulated Depreciation Net Real Estate Acreage Connecticut Dispensary $ 395 $ 534 $ 929 $ (57) $ 872 Acreage Massachusetts Cultivation 481 9,310 9,791 (884) 8,907 Acreage Pennsylvania Cultivation 952 9,209 10,161 (844) 9,317 Ayr Wellness, Inc. Nevada Cultivation 1,002 12,577 13,579 (203) 13,376 Ayr Wellness, Inc. Pennsylvania Cultivation 2,964 11,565 14,529 (215) 14,314 Bloom Medicinal Missouri Cultivation 598 11,385 11,983 (139) 11,844 Calypso Enterprises Pennsylvania Cultivation 1,486 28,514 30,000 (417) 29,583 Columbia Care California Dispensary 1,082 2,692 3,774 (155) 3,619 Columbia Care Illinois Dispensary 162 1,053 1,215 (58) 1,157 Columbia Care Illinois Cultivation 801 10,560 11,361 (590) 10,771 Columbia Care Massachusetts Dispensary 108 2,212 2,320 (137) 2,183 Columbia Care Massachusetts Cultivation 1,136 12,690 13,826 (944) 12,882 Cresco Labs Illinois Cultivation 276 50,456 50,732 (4,282) 46,450 Curaleaf Connecticut Dispensary 184 2,748 2,932 (164) 2,768 Curaleaf Florida Cultivation 388 75,595 75,983 (4,093) 71,890 Curaleaf Illinois Dispensary 69 525 594 (33) 561 Curaleaf Illinois Dispensary 65 959 1,024 (62) 962 Curaleaf Illinois Dispensary 606 1,128 1,734 (71) 1,663 Curaleaf Illinois Dispensary 281 3,072 3,353 (188) 3,165 Curaleaf North Dakota Dispensary 779 1,395 2,174 (91) 2,083 Curaleaf Ohio Dispensary 574 2,788 3,362 (198) 3,164 Curaleaf Pennsylvania Dispensary 877 1,041 1,918 (83) 1,835 Curaleaf Pennsylvania Dispensary 216 2,011 2,227 (122) 2,105 Greenlight (2) Arkansas Dispensary 238 1,919 2,157 (117) 2,040 Mint Arizona Cultivation 2,400 10,541 12,941 — ‘(3) 12,941 Mint Massachusetts Cultivation 380 1,569 1,949 — ‘(3) 1,949 Organic Remedies Missouri Cultivation 204 20,615 20,819 (1,105) 19,714 PharmaCann Massachusetts Dispensary 411 1,701 2,112 (184) 1,928 PharmaCann Ohio Dispensary 281 1,269 1,550 (6) 1,544 PharmaCann Pennsylvania Dispensary 44 1,271 1,315 (71) 1,244 Revolutionary Clinics Massachusetts Cultivation 926 41,934 42,860 (1,861) 40,999 Trulieve Pennsylvania Cultivation 1,061 43,209 44,270 (2,362) 41,908 Total Real Estate $ 21,427 $ 378,047 $ 399,474 $ (19,736) $ 379,738 (1) Includes construction in progress in the amount of $12.1 million that had been funded as of December 31, 2022. (2) GL Partners, Inc. (Greenlight) took over as tenant however Curaleaf remains the guarantor subject to certain conditions in the lease agreement. Tenant Market Site Type Land Building and Improvements (1) Total Real Estate Accumulated Depreciation Net Real Estate Acreage Connecticut Dispensary $ 395 $ 534 $ 929 $ (39) $ 890 Acreage Massachusetts Cultivation 481 9,310 9,791 (609) 9,182 Acreage Pennsylvania Cultivation 952 9,209 10,161 (581) 9,580 Columbia Care California Dispensary 1,082 2,692 3,774 (68) 3,706 Columbia Care Illinois Dispensary 162 1,053 1,215 (26) 1,189 Columbia Care Illinois Cultivation 801 10,560 11,361 (261) 11,100 Columbia Care Massachusetts Dispensary 108 2,212 2,320 (60) 2,260 Columbia Care Massachusetts Cultivation 1,136 12,690 13,826 (405) 13,421 Cresco Labs Illinois Cultivation 276 50,456 50,732 (2,835) 47,897 Curaleaf Connecticut Dispensary 184 2,748 2,932 (72) 2,860 Curaleaf Florida Cultivation 388 54,612 55,000 (2,165) 52,835 Curaleaf Illinois Dispensary 69 525 594 (14) 580 Curaleaf Illinois Dispensary 65 959 1,024 (27) 997 Curaleaf Illinois Dispensary 606 1,128 1,734 (31) 1,703 Curaleaf Illinois Dispensary 281 3,072 3,353 (83) 3,270 Curaleaf North Dakota Dispensary 779 1,395 2,174 (44) 2,130 Curaleaf Ohio Dispensary 574 2,788 3,362 (87) 3,275 Curaleaf Pennsylvania Dispensary 877 1,041 1,918 (37) 1,881 Curaleaf Pennsylvania Dispensary 216 2,011 2,227 (54) 2,173 Curaleaf (2) Arkansas Dispensary 238 1,919 2,157 (52) 2,105 Mint Arizona Cultivation 2,400 3,127 5,527 — ‘(3) 5,527 Mint Massachusetts Cultivation 380 1,220 1,600 — 1,600 Organic Remedies Missouri Cultivation 204 15,859 16,063 (31) 16,032 PharmaCann Massachusetts Dispensary 411 1,676 2,087 (81) 2,006 PharmaCann Massachusetts Dispensary 553 269 822 — 822 PharmaCann Pennsylvania Dispensary 44 1,271 1,315 (31) 1,284 Revolutionary Clinics Massachusetts Cultivation 926 41,934 42,860 (653) 42,207 Trulieve Pennsylvania Cultivation 1,061 36,162 37,223 (809) 36,414 Total Real Estate $ 15,649 $ 272,432 $ 288,081 $ (9,155) $ 278,926 (1) Includes construction in progress in the amount of $13.1 million that had been funded as of December 31, 2021. (2) In 2022, GL Partners, Inc. (Greenlight) took over as tenant however Curaleaf remains the guarantor subject to certain conditions in the lease agreement. (3) This property is under development. Upon completion, the property will begin depreciation once assets are placed-in-service. Tenant Market Site Type Closing Date Real Estate Acquisition Costs (1) Bloom Medicinal Missouri Cultivation April 1, 2022 $ 7,301 ‘(2) 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 ‘(3) PharmaCann Ohio Dispensary November 3, 2022 1,550 Total $ 66,959 (1) Includes the purchase price (and in some cases, transaction costs that have been capitalized into the purchase price) and tenant improvement commitments funded at closing, if any, as of December 31, 2022. Excludes tenant improvement commitments not funded as of December 31, 2022. Excludes approximately $11.0 thousand of capitalized transaction costs on properties purchased prior to January 1, 2022. (2) Includes approximately $5.0 million of tenant improvements funded at closing of the property. (3) The Company entered into a $30.0 million mortgage loan on October 29, 2021 which converted to real estate through a sale leaseback transaction on August 5, 2022. Tenant Market Site Type Closing Date Real Estate Acquisition Costs Mint Massachusetts Cultivation April. 1, 2021 $ 1,600 Mint Arizona Cultivation June. 24, 2021 2,710 Revolutionary Clinics Massachusetts Cultivation June. 30, 2021 42,853 ‘(1) Organic Remedies Missouri Cultivation December. 20, 2021 16,032 ‘(2) Total $ 63,195 (1) Includes $40.1 million in cash and 88,200 OP Units, valued at approximately $2.2 million, issued in connection with the purchase of the property. The Company was required to issue 132,727 OP Units pursuant to contribution agreement if certain conditions were met prior to June 30, 2022. These conditions were not met, and therefore the Company was relieved of it’s obligation to issue additional OP Units as of December 31, 2022. (2) Includes approximately $11.1 million of TI funded at closing of the property. |
Tenant Improvements Funded | The following table presents the tenant improvements funded for the year ended December 31, 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 — Mint Arizona Cultivation June 24, 2021 7,415 1,554 (2) 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 4,682 534 (4) Ayr Wellness, Inc. Pennsylvania Cultivation June 30, 2022 — 750 Total $ 45,245 $ 3,120 (1) On June 16, 2022, the Company funded the expansion of an existing property. (2) The tenant has been paying rent for the remaining commitment since July 2022 in accordance with the lease agreement. (3) The tenant had been paying rent for the TI since December 2021 in accordance with the lease agreement. As of May 2022, the TI had been fully funded. (4) The unfunded commitment does not include a $16.5 million option but not obligation to acquire an adjacent property from the existing tenant. Tenant Market Site Type Closing Date TI Funded Unfunded Commitments Columbia Care Massachusetts Cultivation March. 17, 2021 $ 659 $ — Mint Massachusetts Cultivation April. 1, 2021 — 3,000 Mint Arizona Cultivation June. 24, 2021 3,132 ‘(1) 8,968 Trulieve Pennsylvania Cultivation March. 17, 2021 9,088 7,046 (2) Organic Remedies Missouri Cultivation December. 20, 2021 11,106 ‘(3) 5,027 Total $ 23,985 $ 24,041 (1) Includes approximately $315.0 thousand of TI funded at closing of the property. (2) The tenant had been paying rent for the unfunded commitments since December 2021 in accordance with the lease agreement. (3) Includes approximately $11.1 million of TI funded at closing of the property. |
Future Amortization Expense | The following table presents the future amortization of the Company’s acquired in-place leases as of December 31, 2022 (in thousands): Year Amortization Expense 2023 $ 1,985 2024 1,985 2025 1,985 2026 1,985 2027 1,985 Thereafter 11,840 Total $ 21,765 |
Future Contractual Minimum Rent | The following table presents the future contractual minimum rent under the Company’s operating leases as of December 31, 2022 (in thousands): Year Contractual Minimum Rent 2023 $ 49,015 2024 50,308 2025 51,606 2026 52,938 2027 54,305 Thereafter 560,891 Total $ 819,063 |
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 Year Ended December 31, 2022 2021 Number of Percentage of Number of Percentage of Curaleaf 10 24 % 11 32 % Cresco Labs 1 15 % 1 23 % Revolutionary Clinics 1 12 % 1 9 % Trulieve 1 13 % 1 11 % Columbia Care 5 10 % 5 11 % Acreage 3 7 % 3 10 % Organic Remedies 1 5 % 1 0 % |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | The following table presents the activity for the Company’s noncontrolling interest issued by the Operating partnership for the years ended December 31, 2022 and 2021: 2022 2021 Common Shares OP Units Noncontrolling Interests % Common Shares OP Units Noncontrolling Interests % Balance at January 1, 21,235,914 453,303 2.1 % 7,758,145 365,103 4.5 % Common Stock Issued — — — % 13,477,769 — — % Restricted Stock Units Converted, net of taxes 92,559 — — % — — — % OP Units Issued — — — % — 88,200 — % OP Units Converted 79,721 (79,721) — % — — — % Balance at December 31, 21,408,194 373,582 1.7 % 21,235,914 453,303 2.1 % |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Unvested Restricted Stock Activity | The following table sets forth our unvested RSU activity for the years ended December 31, 2022 and 2021 : 2022 2021 Number of Unvested Weighted-Average Number of Unvested Weighted-Average Balance at January 1, 45,018 $ 27.49 47,403 $ 20.99 Granted 19,362 $ 20.54 89,498 $ 24.67 Forfeited (8,566) $ 27.49 — $ — Vested (26,559) $ 27.49 (91,883) $ 21.39 Balance at December 31, 29,255 $ 22.89 45,018 $ 27.49 |
Unvested Performance Stock Activity | The following table sets forth our unvested performance stock activity for the years ended December 31, 2022 and 2021: 2022 2021 Number of Unvested Weighted-Average Number of Unvested Weighted-Average Balance at January 1, 77,742 $ 24.04 - $ - Granted - - 77,742 24.04 Vested - - - - Forfeited (10,901) $ 24.03 - - Balance at December 31, 66,841 $ 24.04 77,742 $ 24.04 |
Stock Option Activity | The following table summarizes stock option activity during the years ended December 31, 2022 and 2021: 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 December 31, 175,952 24.00 175,952 24.00 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Activity | The following table summarizes warrant activity for the years ended December 31, 2022 and 2021: 2022 2021 Number of Warrants Weighted Average Exercise Price Number of Warrants (1) Weighted Average Exercise Price Exercisable at January 1, 602,392 $ 24.00 - $ 24.00 Granted - - 602,392 - Exercised - - - - Exercisable at December 31, 602,392 $ 24.00 602,392 $ 24.00 (1) Warrants granted on March 17, 2021. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table presents the computation of basic and diluted earnings per share (in thousands, except share data): For the Year Ended 2022 2021 Numerator: Net Income Attributable to Common Stockholders $ 21,976 $ 11,229 Add: Preferred Stock Dividends — 4 Add: Net Income Attributable to Noncontrolling Interest 380 356 Net Income Attributable to Common Stockholders - Diluted 22,356 11,589 Denominator: Weighted Average Shares of Common Stock Outstanding - Basic 21,418,484 17,011,991 Dilutive Effect of OP Units 392,305 453,303 Dilutive Effect of Options and Warrants — 98,974 Dilutive Effect of Unvested Restricted Stock Units — 2,202 Weighted Average Shares of Common Stock - Diluted 21,810,789 17,566,470 Earnings Per Share - Basic Net Income Attributable to Common Stockholders $ 1.03 $ 0.66 Earnings Per Share - Diluted Net Income Attributable to Common Stockholders $ 1.03 $ 0.65 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Dividends | The following tables describe 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 years ended December 31, 2022 and 2021: Declaration Date Record Date Period Covered Distributions Paid Date Amount per Share/Unit March 15, 2022 March 31, 2022 January 1, 2022 to March 31, 2022 April 14, 2022 $ 0.33 June 15, 2022 June 30, 2022 April 1, 2022 to June 30, 2022 July 15, 2022 0.35 September 15, 2022 September 30, 2022 July 1, 2022 to September 30, 2022 October 14, 2022 0.37 December 15, 2022 December 30, 2022 October 1, 2022 to December 30, 2022 January 13, 2023 0.39 Total $ 1.44 Declaration Date Record Date Period Covered Distributions Paid Date Amount per Share/Unit February 27, 2021 February 27, 2021 January 1, 2021 to March 16, 2021 March 22, 2021 $ 0.15 March 15, 2021 March 15, 2021 January 1, 2021 to March 16, 2021 March 29, 2021 0.08 June 16, 2021 June 30, 2021 March 17, 2021 to June 30, 2021 July 15, 2021 0.24 August 11, 2021 August 11, 2021 July 1, 2021 to August 12, 2021 August 12, 2021 0.12 September 15, 2021 September 30, 2021 August 13, 2021 to September 30, 2021 October 15, 2021 0.12 December 15, 2021 December 31, 2021 October 1, 2021 to December 31, 2021 January 15, 2022 0.31 Total $ 1.02 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Carrying Value and Estimated Fair Value of Financial Instruments | The following table presents the carrying value and estimated fair value of financial instruments at December 31, 2022 and 2021 (in thousands) December 31, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Note Receivable (1) $ 5,000 $ 4,952 N/A N/A Revolving Credit Facility (2) $ 1,000 $ 915 N/A N/A Seller Financing (2) $ 1,986 $ 1,942 $ 3,759 $ 3,759 (1) The fair value measurement of the $5.0 million Note Receivable is based on unobservable inputs, and as such, is classified as Level III. (2) This fair value measurement of the Company’s Revolving Credit Facility and Seller Financing is based on observable inputs, and as such, are classified as Level II |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Future Contractual Rent Obligations | The following table presents the future contractual rent obligations as lessee as December 31, 2022 (in thousands): Year Contractual Base Rent 2023 $ 73 2024 75 2025 77 2026 52 2027 — Thereafter — Total Minimum Lease Payments $ 277 Amount Discounted Using Incremental Borrowing Rate 30 Total Lease Liability $ 247 |
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 | Dec. 31, 2022 property $ / shares | Dec. 31, 2021 property $ / shares | |
Asset Acquisition [Line Items] | ||||||
Price per share of stock issued (in dollars per share) | $ 21.15 | |||||
Number of properties | property | 32 | 28 | ||||
New issues (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] | ||||||
Number of shares issued in acquisition (in shares) | shares | 7,699,887 | 7,699,887 | ||||
Price per share of stock issued (in dollars per share) | $ 21.15 | |||||
Merger with Target | NewLake Capital Partners Inc | ||||||
Asset Acquisition [Line Items] | ||||||
Price per share of stock issued (in dollars per share) | $ 26 | |||||
Noncontrolling ownership percentage by parent | 56.79% | |||||
Number of properties | property | 24 | |||||
Number of states | state | 9 | |||||
New issues (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] | ||||||
Percentage of ownership interest | 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 (in shares) | shares | 602,392 | 602,392 | ||||
Value of warrant outstanding | $ | $ 4.8 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Aug. 05, 2022 | Oct. 29, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Variable Interest Entity [Line Items] | ||||
Mortgage loan receivable | $ 5,000 | $ 30,000 | ||
Number of reportable segments | segment | 1 | |||
Building and Building Improvements | ||||
Variable Interest Entity [Line Items] | ||||
Depreciation period (in years) | 35 years | |||
Building Improvements | ||||
Variable Interest Entity [Line Items] | ||||
Depreciation period (in years) | 15 years | |||
Mortgage Receivable | ||||
Variable Interest Entity [Line Items] | ||||
Mortgage loan receivable | $ 30,000 | |||
HDAI | Mortgage Receivable | ||||
Variable Interest Entity [Line Items] | ||||
Mortgage loan receivable | $ 30,000 | |||
Term of note receivable (in months) | 9 months | |||
Term of sale leaseback (in years) | 20 years | 20 years | ||
HDAI | Mortgage Receivable | Variable Interest Entity, Not Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Maximum exposure | $ 30,000 | |||
Term of sale leaseback (in years) | 20 years |
Real Estate - Narrative (Detail
Real Estate - Narrative (Details) | 12 Months Ended | |||
Mar. 21, 2022 USD ($) property | Mar. 17, 2021 property | Dec. 31, 2022 USD ($) state property dispensary | Dec. 31, 2021 USD ($) facility state property | |
Real Estate [Line Items] | ||||
Number of properties | property | 32 | 28 | ||
Number of states where real estate property is owned | state | 12 | 11 | ||
Acquisition of real estate | $ 36,969,000 | $ 56,955,000 | ||
Number of acquired cultivation facilities | facility | 4 | |||
Number of acquired dispensaries | dispensary | 1 | |||
Funded tenant improvements | $ 45,245,000 | $ 23,985,000 | ||
Depreciation expense | 10,600,000 | 6,500,000 | ||
Amortization of acquired in-place lease intangible assets | 2,200,000 | 1,600,000 | ||
Impairment loss | 0 | 0 | ||
Building and Improvements | ||||
Real Estate [Line Items] | ||||
Construction in progress | 12,100,000 | 13,100,000 | ||
PharmaCann Massachusetts Property | ||||
Real Estate [Line Items] | ||||
Number of properties sold | property | 1 | |||
Proceeds from sale | $ 800,000 | |||
Losses on sale of property | $ 60,100 | |||
Wholly Owned Properties | ||||
Real Estate [Line Items] | ||||
Acquisition of real estate | $ 66,959,000 | $ 63,195,000 | ||
Leases, Acquired-in-Place | ||||
Real Estate [Line Items] | ||||
Weighted average remaining amortization period (in years) | 11 years 2 months 12 days | |||
Merger with Target | ||||
Real Estate [Line Items] | ||||
Number of properties acquired | property | 19 |
Real Estate - Purchase Price Al
Real Estate - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Real Estate [Line Items] | |||
Land | $ 21,427 | $ 15,649 | |
Building and Improvements | 378,047 | 272,432 | |
In-Place Lease Intangible Assets | 21,765 | 24,002 | |
Other Assets | 2,554 | 858 | |
Security Deposits Payable | $ (7,774) | $ (6,047) | |
Merger with Target | |||
Real Estate [Line Items] | |||
Land | $ 9,248 | ||
Building and Improvements | 78,523 | ||
In-Place Lease Intangible Assets | 25,595 | ||
Cash | 64,355 | ||
Other Assets | 154 | ||
Security Deposits Payable | (1,658) | ||
Tenant Improvements Payable | (4,384) | ||
Accounts Payable, Accrued Expenses and Other Liabilities | (2,016) | ||
Total purchase price, including transaction costs | $ 169,817 |
Real Estate - Properties Acquir
Real Estate - Properties Acquired and Current Properties (Details) - USD ($) | 12 Months Ended | ||||
Apr. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | Oct. 29, 2021 | |
Real Estate [Line Items] | |||||
Land | $ 21,427,000 | $ 15,649,000 | |||
Building and Improvements | 378,047,000 | 272,432,000 | |||
Total Real Estate | 399,474,000 | 288,081,000 | |||
Accumulated Depreciation | (19,736,000) | (9,155,000) | |||
Net Real Estate | 379,738,000 | 278,926,000 | |||
Payments for purchase of adjacent parcel | 36,969,000 | 56,955,000 | |||
Funded tenant improvements | 45,245,000 | 23,985,000 | |||
Mortgage loan receivable | 5,000,000 | 30,000,000 | |||
Building and Improvements | |||||
Real Estate [Line Items] | |||||
Construction in progress | 12,100,000 | 13,100,000 | |||
Mortgage Receivable | |||||
Real Estate [Line Items] | |||||
Mortgage loan receivable | 30,000,000 | ||||
Revolutionary Clinics | |||||
Real Estate [Line Items] | |||||
Payments for purchase of adjacent parcel | $ 40,100,000 | ||||
Shares issued (in shares) | 132,727 | ||||
Revolutionary Clinics | OP Units | |||||
Real Estate [Line Items] | |||||
Number of OP units issued for property acquisition (in shares) | 88,200 | ||||
Partners capital issued in connection with purchase of property | $ 2,200,000 | ||||
Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Payments for purchase of adjacent parcel | 66,959,000 | 63,195,000 | |||
Capitalized transaction costs | $ 11,000 | ||||
Missouri | Organic Remedies | |||||
Real Estate [Line Items] | |||||
Funded tenant improvements | 4,745,000 | 11,106,000 | |||
Tenant improvement reimbursement commitments | 11,100,000 | ||||
Ayr Wellness, Inc. | Nevada | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Payments for purchase of adjacent parcel | 13,579,000 | ||||
Ayr Wellness, Inc. | Pennsylvania | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Payments for purchase of adjacent parcel | 14,529,000 | ||||
Bloom Medicinal | Missouri | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Payments for purchase of adjacent parcel | 7,301,000 | ||||
Funded tenant improvements | $ 5,000,000 | ||||
Calypso Enterprises | Pennsylvania | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Payments for purchase of adjacent parcel | 30,000,000 | ||||
Calypso Enterprises | Pennsylvania | Wholly Owned Properties | Mortgage Receivable | |||||
Real Estate [Line Items] | |||||
Mortgage loan receivable | $ 30,000,000 | ||||
Mint | Arizona | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Payments for purchase of adjacent parcel | 2,710,000 | ||||
Mint | Massachusetts | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Payments for purchase of adjacent parcel | 1,600,000 | ||||
Organic Remedies | Missouri | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Payments for purchase of adjacent parcel | 16,032,000 | ||||
PharmaCann | Ohio | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Payments for purchase of adjacent parcel | 1,550,000 | ||||
Revolutionary Clinics | Massachusetts | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Payments for purchase of adjacent parcel | 42,853,000 | ||||
Dispensary | Acreage | Connecticut | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 395,000 | 395,000 | |||
Building and Improvements | 534,000 | 534,000 | |||
Total Real Estate | 929,000 | 929,000 | |||
Accumulated Depreciation | (57,000) | (39,000) | |||
Net Real Estate | 872,000 | 890,000 | |||
Dispensary | Columbia Care | California | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 1,082,000 | 1,082,000 | |||
Building and Improvements | 2,692,000 | 2,692,000 | |||
Total Real Estate | 3,774,000 | 3,774,000 | |||
Accumulated Depreciation | (155,000) | (68,000) | |||
Net Real Estate | 3,619,000 | 3,706,000 | |||
Dispensary | Columbia Care | Illinois | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 162,000 | 162,000 | |||
Building and Improvements | 1,053,000 | 1,053,000 | |||
Total Real Estate | 1,215,000 | 1,215,000 | |||
Accumulated Depreciation | (58,000) | (26,000) | |||
Net Real Estate | 1,157,000 | 1,189,000 | |||
Dispensary | Columbia Care | Massachusetts | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 108,000 | 108,000 | |||
Building and Improvements | 2,212,000 | 2,212,000 | |||
Total Real Estate | 2,320,000 | 2,320,000 | |||
Accumulated Depreciation | (137,000) | (60,000) | |||
Net Real Estate | 2,183,000 | 2,260,000 | |||
Dispensary | Curaleaf | Connecticut | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 184,000 | 184,000 | |||
Building and Improvements | 2,748,000 | 2,748,000 | |||
Total Real Estate | 2,932,000 | 2,932,000 | |||
Accumulated Depreciation | (164,000) | (72,000) | |||
Net Real Estate | 2,768,000 | 2,860,000 | |||
Dispensary | Curaleaf | Illinois | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 69,000 | 69,000 | |||
Building and Improvements | 525,000 | 525,000 | |||
Total Real Estate | 594,000 | 594,000 | |||
Accumulated Depreciation | (33,000) | (14,000) | |||
Net Real Estate | 561,000 | 580,000 | |||
Dispensary | Curaleaf | Illinois | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 65,000 | 65,000 | |||
Building and Improvements | 959,000 | 959,000 | |||
Total Real Estate | 1,024,000 | 1,024,000 | |||
Accumulated Depreciation | (62,000) | (27,000) | |||
Net Real Estate | 962,000 | 997,000 | |||
Dispensary | Curaleaf | Illinois | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 606,000 | 606,000 | |||
Building and Improvements | 1,128,000 | 1,128,000 | |||
Total Real Estate | 1,734,000 | 1,734,000 | |||
Accumulated Depreciation | (71,000) | (31,000) | |||
Net Real Estate | 1,663,000 | 1,703,000 | |||
Dispensary | Curaleaf | Illinois | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 281,000 | 281,000 | |||
Building and Improvements | 3,072,000 | 3,072,000 | |||
Total Real Estate | 3,353,000 | 3,353,000 | |||
Accumulated Depreciation | (188,000) | (83,000) | |||
Net Real Estate | 3,165,000 | 3,270,000 | |||
Dispensary | Curaleaf | North Dakota | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 779,000 | 779,000 | |||
Building and Improvements | 1,395,000 | 1,395,000 | |||
Total Real Estate | 2,174,000 | 2,174,000 | |||
Accumulated Depreciation | (91,000) | (44,000) | |||
Net Real Estate | 2,083,000 | 2,130,000 | |||
Dispensary | Curaleaf | Ohio | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 574,000 | 574,000 | |||
Building and Improvements | 2,788,000 | 2,788,000 | |||
Total Real Estate | 3,362,000 | 3,362,000 | |||
Accumulated Depreciation | (198,000) | (87,000) | |||
Net Real Estate | 3,164,000 | 3,275,000 | |||
Dispensary | Curaleaf | Pennsylvania | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 877,000 | 877,000 | |||
Building and Improvements | 1,041,000 | 1,041,000 | |||
Total Real Estate | 1,918,000 | 1,918,000 | |||
Accumulated Depreciation | (83,000) | (37,000) | |||
Net Real Estate | 1,835,000 | 1,881,000 | |||
Dispensary | Curaleaf | Pennsylvania | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 216,000 | 216,000 | |||
Building and Improvements | 2,011,000 | 2,011,000 | |||
Total Real Estate | 2,227,000 | 2,227,000 | |||
Accumulated Depreciation | (122,000) | (54,000) | |||
Net Real Estate | 2,105,000 | 2,173,000 | |||
Dispensary | Curaleaf | Arkansas | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 238,000 | ||||
Building and Improvements | 1,919,000 | ||||
Total Real Estate | 2,157,000 | ||||
Accumulated Depreciation | (52,000) | ||||
Net Real Estate | 2,105,000 | ||||
Dispensary | Greenlight | Arkansas | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 238,000 | ||||
Building and Improvements | 1,919,000 | ||||
Total Real Estate | 2,157,000 | ||||
Accumulated Depreciation | (117,000) | ||||
Net Real Estate | 2,040,000 | ||||
Dispensary | PharmaCann | Massachusetts | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 411,000 | 411,000 | |||
Building and Improvements | 1,701,000 | 1,676,000 | |||
Total Real Estate | 2,112,000 | 2,087,000 | |||
Accumulated Depreciation | (184,000) | (81,000) | |||
Net Real Estate | 1,928,000 | 2,006,000 | |||
Dispensary | PharmaCann | Ohio | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 281,000 | ||||
Building and Improvements | 1,269,000 | ||||
Total Real Estate | 1,550,000 | ||||
Accumulated Depreciation | (6,000) | ||||
Net Real Estate | 1,544,000 | ||||
Dispensary | PharmaCann | Pennsylvania | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 44,000 | 44,000 | |||
Building and Improvements | 1,271,000 | 1,271,000 | |||
Total Real Estate | 1,315,000 | 1,315,000 | |||
Accumulated Depreciation | (71,000) | (31,000) | |||
Net Real Estate | 1,244,000 | 1,284,000 | |||
Dispensary | PharmaCann | Massachusetts | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 553,000 | ||||
Building and Improvements | 269,000 | ||||
Total Real Estate | 822,000 | ||||
Accumulated Depreciation | 0 | ||||
Net Real Estate | 822,000 | ||||
Cultivation | Acreage | Massachusetts | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 481,000 | 481,000 | |||
Building and Improvements | 9,310,000 | 9,310,000 | |||
Total Real Estate | 9,791,000 | 9,791,000 | |||
Accumulated Depreciation | (884,000) | (609,000) | |||
Net Real Estate | 8,907,000 | 9,182,000 | |||
Cultivation | Acreage | Pennsylvania | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 952,000 | 952,000 | |||
Building and Improvements | 9,209,000 | 9,209,000 | |||
Total Real Estate | 10,161,000 | 10,161,000 | |||
Accumulated Depreciation | (844,000) | (581,000) | |||
Net Real Estate | 9,317,000 | 9,580,000 | |||
Cultivation | Ayr Wellness, Inc. | Nevada | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 1,002,000 | ||||
Building and Improvements | 12,577,000 | ||||
Total Real Estate | 13,579,000 | ||||
Accumulated Depreciation | (203,000) | ||||
Net Real Estate | 13,376,000 | ||||
Cultivation | Ayr Wellness, Inc. | Pennsylvania | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 2,964,000 | ||||
Building and Improvements | 11,565,000 | ||||
Total Real Estate | 14,529,000 | ||||
Accumulated Depreciation | (215,000) | ||||
Net Real Estate | 14,314,000 | ||||
Cultivation | Bloom Medicinal | Missouri | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 598,000 | ||||
Building and Improvements | 11,385,000 | ||||
Total Real Estate | 11,983,000 | ||||
Accumulated Depreciation | (139,000) | ||||
Net Real Estate | 11,844,000 | ||||
Cultivation | Calypso Enterprises | Pennsylvania | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 1,486,000 | ||||
Building and Improvements | 28,514,000 | ||||
Total Real Estate | 30,000,000 | ||||
Accumulated Depreciation | (417,000) | ||||
Net Real Estate | 29,583,000 | ||||
Cultivation | Columbia Care | Illinois | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 801,000 | 801,000 | |||
Building and Improvements | 10,560,000 | 10,560,000 | |||
Total Real Estate | 11,361,000 | 11,361,000 | |||
Accumulated Depreciation | (590,000) | (261,000) | |||
Net Real Estate | 10,771,000 | 11,100,000 | |||
Cultivation | Columbia Care | Massachusetts | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 1,136,000 | 1,136,000 | |||
Building and Improvements | 12,690,000 | 12,690,000 | |||
Total Real Estate | 13,826,000 | 13,826,000 | |||
Accumulated Depreciation | (944,000) | (405,000) | |||
Net Real Estate | 12,882,000 | 13,421,000 | |||
Cultivation | Cresco Labs | Illinois | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 276,000 | 276,000 | |||
Building and Improvements | 50,456,000 | 50,456,000 | |||
Total Real Estate | 50,732,000 | 50,732,000 | |||
Accumulated Depreciation | (4,282,000) | (2,835,000) | |||
Net Real Estate | 46,450,000 | 47,897,000 | |||
Cultivation | Curaleaf | Florida | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 388,000 | 388,000 | |||
Building and Improvements | 75,595,000 | 54,612,000 | |||
Total Real Estate | 75,983,000 | 55,000,000 | |||
Accumulated Depreciation | (4,093,000) | (2,165,000) | |||
Net Real Estate | 71,890,000 | 52,835,000 | |||
Cultivation | Mint | Arizona | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 2,400,000 | 2,400,000 | |||
Building and Improvements | 10,541,000 | 3,127,000 | |||
Total Real Estate | 12,941,000 | 5,527,000 | |||
Accumulated Depreciation | 0 | 0 | |||
Net Real Estate | 12,941,000 | 5,527,000 | |||
Cultivation | Mint | Massachusetts | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 380,000 | 380,000 | |||
Building and Improvements | 1,569,000 | 1,220,000 | |||
Total Real Estate | 1,949,000 | 1,600,000 | |||
Accumulated Depreciation | 0 | 0 | |||
Net Real Estate | 1,949,000 | 1,600,000 | |||
Cultivation | Organic Remedies | Missouri | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 204,000 | 204,000 | |||
Building and Improvements | 20,615,000 | 15,859,000 | |||
Total Real Estate | 20,819,000 | 16,063,000 | |||
Accumulated Depreciation | (1,105,000) | (31,000) | |||
Net Real Estate | 19,714,000 | 16,032,000 | |||
Cultivation | Revolutionary Clinics | Massachusetts | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 926,000 | 926,000 | |||
Building and Improvements | 41,934,000 | 41,934,000 | |||
Total Real Estate | 42,860,000 | 42,860,000 | |||
Accumulated Depreciation | (1,861,000) | (653,000) | |||
Net Real Estate | 40,999,000 | 42,207,000 | |||
Cultivation | Trulieve | Pennsylvania | Wholly Owned Properties | |||||
Real Estate [Line Items] | |||||
Land | 1,061,000 | 1,061,000 | |||
Building and Improvements | 43,209,000 | 36,162,000 | |||
Total Real Estate | 44,270,000 | 37,223,000 | |||
Accumulated Depreciation | (2,362,000) | (809,000) | |||
Net Real Estate | $ 41,908,000 | $ 36,414,000 |
Real Estate - Tenant Improvemen
Real Estate - Tenant Improvements Funded (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Real Estate [Line Items] | ||
TI Funded | $ 45,245,000 | $ 23,985,000 |
Unfunded Commitments | 3,120,000 | 24,041,000 |
Option to purchase land | 16,500,000 | |
Florida | Curaleaf | ||
Real Estate [Line Items] | ||
TI Funded | 20,983,000 | |
Unfunded Commitments | 0 | |
Massachusetts | Columbia Care | ||
Real Estate [Line Items] | ||
TI Funded | 659,000 | |
Unfunded Commitments | 0 | |
Massachusetts | Mint | ||
Real Estate [Line Items] | ||
TI Funded | 349,000 | 0 |
Unfunded Commitments | 0 | 3,000,000 |
Massachusetts | Mint | ||
Real Estate [Line Items] | ||
TI Funded | 3,132,000 | |
Unfunded Commitments | 8,968,000 | |
Massachusetts | PharmaCann | ||
Real Estate [Line Items] | ||
TI Funded | 25,000 | |
Unfunded Commitments | 0 | |
Arizona | Mint | ||
Real Estate [Line Items] | ||
TI Funded | 7,415,000 | |
Unfunded Commitments | 1,554,000 | |
Tenant improvement reimbursement commitments | 315,000 | |
Pennsylvania | Trulieve | ||
Real Estate [Line Items] | ||
TI Funded | 7,046,000 | 9,088,000 |
Unfunded Commitments | 0 | 7,046,000 |
Pennsylvania | Ayr Wellness, Inc. | ||
Real Estate [Line Items] | ||
TI Funded | 0 | |
Unfunded Commitments | 750,000 | |
Missouri | Organic Remedies | ||
Real Estate [Line Items] | ||
TI Funded | 4,745,000 | 11,106,000 |
Unfunded Commitments | 282,000 | 5,027,000 |
Tenant improvement reimbursement commitments | $ 11,100,000 | |
Missouri | Bloom Medicinal | ||
Real Estate [Line Items] | ||
TI Funded | 4,682,000 | |
Unfunded Commitments | $ 534,000 |
Real Estate - Future Amortizati
Real Estate - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Real Estate [Abstract] | ||
2023 | $ 1,985 | |
2024 | 1,985 | |
2025 | 1,985 | |
2026 | 1,985 | |
2027 | 1,985 | |
Thereafter | 11,840 | |
Total | $ 21,765 | $ 24,002 |
Real Estate - Future Contractua
Real Estate - Future Contractual Minimum Rent (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Real Estate [Abstract] | |
2023 | $ 49,015 |
2024 | 50,308 |
2025 | 51,606 |
2026 | 52,938 |
2027 | 54,305 |
Thereafter | 560,891 |
Total | $ 819,063 |
Real Estate - Tenants in Portfo
Real Estate - Tenants in Portfolio that Represents the Largest Percentage of Total Revenue (Details) - lease | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Curaleaf | ||
Real Estate [Line Items] | ||
Number of Leases | 10 | 11 |
Percentage of Rental Income | 24% | 32% |
Cresco Labs | ||
Real Estate [Line Items] | ||
Number of Leases | 1 | 1 |
Percentage of Rental Income | 15% | 23% |
Revolutionary Clinics | ||
Real Estate [Line Items] | ||
Number of Leases | 1 | 1 |
Percentage of Rental Income | 12% | 9% |
Trulieve | ||
Real Estate [Line Items] | ||
Number of Leases | 1 | 1 |
Percentage of Rental Income | 13% | 11% |
Columbia Care | ||
Real Estate [Line Items] | ||
Number of Leases | 5 | 5 |
Percentage of Rental Income | 10% | 11% |
Acreage | ||
Real Estate [Line Items] | ||
Number of Leases | 3 | 3 |
Percentage of Rental Income | 7% | 10% |
Organic Remedies | ||
Real Estate [Line Items] | ||
Number of Leases | 1 | 1 |
Percentage of Rental Income | 5% | 0% |
Loans Receivable (Details)
Loans Receivable (Details) - USD ($) | Aug. 05, 2022 | Jun. 10, 2022 | Oct. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Mortgage loan receivable | $ 5,000,000 | $ 30,000,000 | |||
Interest reserve | 0 | 2,144,000 | |||
Mortgage Receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Mortgage loan receivable | $ 30,000,000 | ||||
HDAI | Mortgage Receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Mortgage loan receivable | $ 30,000,000 | ||||
Interest rate | 12.25% | ||||
Term of sale leaseback (in years) | 20 years | 20 years | |||
Interest reserve | 2,756,250 | ||||
Bloom Medicinal | Unsecured Loan Receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Mortgage loan receivable | $ 5,000,000 | $ 5,000,000 | |||
Interest rate | 10.25% | ||||
Interest rate increase | 2.25% |
Financings (Details)
Financings (Details) | Jul. 29, 2022 USD ($) lender | Jan. 31, 2024 USD ($) | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 06, 2022 USD ($) | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 20, 2021 USD ($) |
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | $ 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% | |||||||
Funds available to be drawn | 89,000,000 | |||||||
Outstanding borrowings | 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] | ||||||||
Loan payable | $ 3,800,000 | |||||||
Interest rate | 4% | |||||||
Per annum principal payments | $ 1,800,000 | |||||||
Total long-term debt | 2,000,000 | |||||||
Unamortized discount | $ 13,500 | |||||||
Loans Payable | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Per annum principal payments | $ 1,000,000 | $ 1,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 12 Months Ended | ||
Aug. 12, 2021 director | Jul. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) director | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||
Severance costs | $ | $ 1,800,000 | |||
Affiliated Entity | HG Vora Capital Management, LLC ("HG Vora") | ||||
Related Party Transaction [Line Items] | ||||
Number of directors who have right to nominate | 4 | |||
Number of consecutive days (in days) | 60 days | |||
Affiliated Entity | HG Vora Capital Management, LLC ("HG Vora") | Related Party, Terms Of Nomination Of Members Of Board Of Directors, Term One | ||||
Related Party Transaction [Line Items] | ||||
Number of directors who have right to nominate | 2 | |||
Number of consecutive days (in days) | 60 days | |||
Affiliated Entity | HG Vora Capital Management, LLC ("HG Vora") | Related Party, Terms Of Nomination Of Members Of Board Of Directors, Term Two | ||||
Related Party Transaction [Line Items] | ||||
Number of directors who have right to nominate | 1 | |||
Number of consecutive days (in days) | 60 days | |||
Affiliated Entity | NLCP Holdings, LLC | ||||
Related Party Transaction [Line Items] | ||||
Number of directors who have right to nominate | 3 | |||
Affiliated Entity | West Stockholders | ||||
Related Party Transaction [Line Items] | ||||
Number of directors who have right to nominate | 1 | |||
Number of consecutive days (in days) | 60 days | |||
Affiliated Entity | NL Ventures, LLC (Pangea) | ||||
Related Party Transaction [Line Items] | ||||
Number of directors who have right to nominate | 1 | |||
Number of consecutive days (in days) | 60 days | |||
Affiliated Entity | Reimbursement for Accounting Support | NL Ventures, LLC (Pangea) | ||||
Related Party Transaction [Line Items] | ||||
Amount reimbursed | $ | $ 0 | $ 53,494 | ||
Affiliated Entity | Common Stock | HG Vora Capital Management, LLC ("HG Vora") | ||||
Related Party Transaction [Line Items] | ||||
Minimum ownership percentage | 5% | |||
Affiliated Entity | Common Stock | HG Vora Capital Management, LLC ("HG Vora") | Related Party, Terms Of Nomination Of Members Of Board Of Directors, Term One | ||||
Related Party Transaction [Line Items] | ||||
Minimum ownership percentage | 9% | |||
Affiliated Entity | Common Stock | HG Vora Capital Management, LLC ("HG Vora") | Related Party, Terms Of Nomination Of Members Of Board Of Directors, Term Two | ||||
Related Party Transaction [Line Items] | ||||
Minimum ownership percentage | 5% | |||
Affiliated Entity | Common Stock | West Stockholders | ||||
Related Party Transaction [Line Items] | ||||
Minimum ownership percentage | 5% | |||
Affiliated Entity | Common Stock | NL Ventures, LLC (Pangea) | ||||
Related Party Transaction [Line Items] | ||||
Minimum ownership percentage | 4% |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Noncontrolling Interests % | 1.70% | 2.10% | 4.50% |
NewLake Capital Partners Inc | GreenAcreage Management Owner LLC (GAMO) | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Noncontrolling Interests % | 1.70% | 2.10% | |
Operating Partnership (OP) | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
OP Units Issued (in shares) | 88,200 | ||
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) | 88,200 | ||
OP Units Converted (in shares) | (79,721) | ||
Ending balance (in shares) | 373,582 | 453,303 | |
Common Stock | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance (in shares) | 21,235,914 | 7,758,145 | |
Common Stock Issued (in shares) | 13,477,769 | ||
Restricted Stock Units Converted, net of taxes (in shares) | 92,559 | ||
OP Units Converted (in shares) | (79,721) | ||
Ending balance (in shares) | 21,408,194 | 21,235,914 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | 29 Months Ended | 36 Months Ended | ||
Aug. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unearned dividend equivalents | $ 155,547 | $ 38,379 | |||
Stock based compensation expense | $ 1,493,000 | $ 2,020,000 | |||
The 2021 Equity Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 2,275,727 | ||||
Term of plan (in years) | 10 years | ||||
Shares available for issuance (in shares) | 2,081,600 | ||||
Number of shares of common stock upon vesting for each RSU (in shares) | 1 | ||||
Number of shares of common stock upon vesting for dividend paid (in shares) | 1 | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Grants in period (in shares) | 19,362 | 89,498 | |||
Outstanding RSUs (in shares) | 47,789 | 176,825 | |||
Vests in period (in shares) | 26,559 | 91,883 | |||
Forfeited (in shares) | 8,566 | 0 | |||
Payment of dividend equivalent | $ 17,628 | $ 0 | |||
Unearned dividend equivalents | 38,575 | 14,279 | |||
Stock based compensation expense | 900,000 | $ 2,000,000 | |||
Accelerated expense | 200,000 | ||||
Remaining unrecognized compensation cost | $ 500,000 | ||||
Weighted average amortization period (in years) | 8 months 12 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) | 38,748 | ||||
Shares not issued (in shares) | 9,041 | ||||
Vests in period (in shares) | 26,559 | 91,883 | |||
Forfeited (in shares) | 8,566 | 0 | |||
Performance Stock Units (PSU) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Grants in period (in shares) | 0 | 77,742 | |||
Vests in period (in shares) | 0 | 0 | |||
Forfeited (in shares) | 10,901 | 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) | 77,742 | ||||
Outstanding RSUs (in shares) | 66,841 | 77,742 | |||
Unearned dividend equivalents | $ 116,972 | $ 24,100 | |||
Stock based compensation expense | 600,000 | $ 32,400 | |||
Remaining unrecognized compensation cost | $ 1,000,000 | ||||
Weighted average amortization period (in years) | 10 months 24 days | ||||
Forfeitures (in shares) | 10,901 | 0 | |||
Performance Stock Units (PSU) | The 2021 Equity Incentive Plan | Forecast | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vests in period (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 to be issued (in shares) | 0 | ||||
Performance Stock Units (PSU) | The 2021 Equity Incentive Plan | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares to be issued (in shares) | 133,682 | ||||
Nonqualified Stock Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares issued in period (in shares) | 791,790 | ||||
Exercise price per share (in dollars per share) | $ 24 | ||||
Number of shares exercisable (in shares) | 615,838 |
Stock Based Compensation - Unve
Stock Based Compensation - Unvested Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Unvested Shares of RSUs | ||
Number of Unvested Shares, beginning balance (in shares) | 45,018 | 47,403 |
Granted (in shares) | 19,362 | 89,498 |
Forfeited (in shares) | (8,566) | 0 |
Vested (in shares) | (26,559) | (91,883) |
Number of Unvested Shares, ending balance (in shares) | 29,255 | 45,018 |
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 | 24.67 |
Forfeited (in dollars per share) | 27.49 | 0 |
Vested (in dollars per share) | 27.49 | 21.39 |
Weighted-Average Grant Date Fair Value Per Share, ending balance (in dollars per share) | $ 22.89 | $ 27.49 |
Stock Based Compensation - Un_2
Stock Based Compensation - Unvested Performance Stock Activity (Details) - Performance Stock Units (PSU) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Unvested Shares of PSUs | ||
Number of Unvested Shares, beginning balance (in shares) | 77,742 | 0 |
Granted (in shares) | 0 | 77,742 |
Vested (in shares) | 0 | 0 |
Forfeited (in shares) | (10,901) | 0 |
Number of Unvested Shares, ending balance (in shares) | 66,841 | 77,742 |
Weighted-Average Grant Date Fair Value Per Share | ||
Weighted-Average Grant Date Fair Value Per Share, beginning balance (in dollars per share) | $ 24.04 | $ 0 |
Granted (in dollars per share) | 0 | 24.04 |
Vested (in dollars per share) | 0 | 0 |
Forfeited (in dollars per share) | 24.03 | 0 |
Weighted-Average Grant Date Fair Value Per Share, ending balance (in dollars per share) | $ 24.04 | $ 24.04 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Number of Shares, beginning balance (in shares) | 175,952 | 263,928 |
Granted (in shares) | 0 | 0 |
Exercisable (in shares) | 0 | (87,976) |
Number of Shares, ending balance (in shares) | 175,952 | 175,952 |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, beginning balance (in shares) | $ 24 | $ 24 |
Granted (in dollars per share) | 0 | 0 |
Exercisable (in dollars per share) | 0 | 0 |
Weighted Average Exercise Price, ending balance (in shares) | $ 24 | $ 24 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - Warrants Issued in Connection with the Merger - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 17, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||||
Exercise price (in dollars per share) | $ 24 | $ 24 | $ 24 | ||
Merger with Target | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 602,392 | 602,392 | |||
Exercise price (in dollars per share) | $ 24 |
Warrants - Warrant Activity (De
Warrants - Warrant Activity (Details) - Warrants Issued in Connection with the Merger - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 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 | ||
Weighted Average Exercise Price, Exercisable, beginning balance (in dollars per share) | $ 24 | $ 24 |
Weighted Average Exercise Price, Granted (in dollars per share) | 0 | 0 |
Weighted Average Exercise Price, Exercised (in dollars per share) | 0 | 0 |
Weighted Average Exercise Price, Exercisable, ending balance (in dollars per share) | $ 24 | $ 24 |
Earnings Per Share - Earnings P
Earnings Per Share - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net Income Attributable to Common Stockholders | $ 21,976 | $ 11,229 |
Add: Preferred Stock Dividends | 0 | 4 |
Add: Net Income Attributable to Noncontrolling Interest | 380 | 356 |
Net Income Attributable to Common Stockholders - Diluted | $ 22,356 | $ 11,589 |
Denominator: | ||
Weighted Average Shares of Common Stock Outstanding - Basic (in shares) | 21,418,484 | 17,011,991 |
Dilutive Effect of Options and Warrants (in shares) | 0 | 98,974 |
Weighted Average Shares of Common Stock - Diluted (in shares) | 21,810,789 | 17,566,470 |
Earnings Per Share - Basic | ||
Net Income Attributable to Common Stockholders - Basic (in dollars per share) | $ 1.03 | $ 0.66 |
Earnings Per Share - Diluted | ||
Net Income Attributable to Common Stockholders - Diluted (in dollars per share) | $ 1.03 | $ 0.65 |
OP Units | ||
Denominator: | ||
Dilutive Effect of OP Units (in shares) | 392,305 | 453,303 |
Restricted Stock Units (RSUs) | ||
Denominator: | ||
Dilutive Effect of Unvested Restricted Stock Units (in shares) | 0 | 2,202 |
Stockholder_s Equity - Narrativ
Stockholder’s Equity - Narrative (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||
Sep. 15, 2022 | Aug. 13, 2021 | Apr. 06, 2021 | Mar. 17, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 07, 2022 | |
Preferred Units [Line Items] | ||||||||||
Early 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 | |||||||
New issues (in shares) | 1,871,932 | |||||||||
Price per share of stock issued (in dollars per share) | $ 21.15 | |||||||||
Net proceeds from issuance of common stock | $ 39,600,000 | |||||||||
Authorized amount under stock repurchase program | $ 10,000,000 | |||||||||
Number of shares purchased of stock (in shares) | 0 | |||||||||
Dividends paid on preferred stock | $ 4,000 | |||||||||
Unearned dividend equivalents | $ 155,547 | $ 155,547 | 38,379 | |||||||
Series A Preferred Stock | ||||||||||
Preferred Units [Line Items] | ||||||||||
Shares redeemed (in shares) | 125 | 125 | ||||||||
Redemption price (in dollars per share) | $ 1,000 | |||||||||
Early redemption fee | $ 137,416 | |||||||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||||||
Dividend rate | 12.50% | |||||||||
Preferred stock par value (in dollars per share) | $ 0.01 | |||||||||
Dividends paid on preferred stock | 4,167 | |||||||||
Restricted Stock Units (RSUs) | ||||||||||
Preferred Units [Line Items] | ||||||||||
Payment of dividend equivalent | $ 17,628 | 0 | ||||||||
Unearned dividend equivalents | $ 38,575 | $ 38,575 | $ 14,279 | |||||||
Conversion Of OP Units Into Common Stock | ||||||||||
Preferred Units [Line Items] | ||||||||||
Number of shares converted (in shares) | 79,721 | |||||||||
Conversion of Restricted Stock Units ("RSUs") Into Common Stock | ||||||||||
Preferred Units [Line Items] | ||||||||||
Number of shares converted (in shares) | 92,559 | |||||||||
Merger with Target | ||||||||||
Preferred Units [Line Items] | ||||||||||
Price per share of stock issued (in dollars per share) | $ 21.15 | |||||||||
Number of shares issued in acquisition (in shares) | 7,699,887 | 7,699,887 | ||||||||
Merger with Target | Warrants Issued in Connection with the Merger | ||||||||||
Preferred Units [Line Items] | ||||||||||
Number of warrants (in shares) | 602,392 | 602,392 | ||||||||
IPO | ||||||||||
Preferred Units [Line Items] | ||||||||||
New issues (in shares) | 3,905,950 | |||||||||
Price per share of stock issued (in dollars per share) | $ 26 | |||||||||
Net proceeds from issuance of common stock | $ 93,500,000 |
Stockholder_s Equity - Dividend
Stockholder’s Equity - Dividends (Details) - $ / shares | 12 Months Ended | |||||||||||
Dec. 15, 2022 | Sep. 15, 2022 | Jun. 15, 2022 | Mar. 15, 2022 | Dec. 15, 2021 | Sep. 15, 2021 | Aug. 11, 2021 | Jun. 16, 2021 | Mar. 15, 2021 | Feb. 27, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||||||||||||
Amount per Share/Unit (in dollars per share) | $ 0.39 | $ 0.37 | $ 0.35 | $ 0.33 | $ 0.31 | $ 0.12 | $ 0.12 | $ 0.24 | $ 0.08 | $ 0.15 | $ 1.44 | $ 1.02 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying Value [Abstract] | ||
Note Receivable | $ 5,000 | $ 30,000 |
Revolving Credit Facility | 1,000 | 0 |
Seller Financing | 1,986 | 3,759 |
Fair Value, Inputs, Level 3 | ||
Estimated Fair Value | ||
Fair value of mortgage loan receivable | 4,952 | |
Fair Value, Inputs, Level 2 | ||
Estimated Fair Value | ||
Revolving Credit Facility | 915 | |
Seller Financing | $ 1,942 | $ 3,759 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage loan receivable | $ 5,000 | $ 30,000 |
Fair Value, Inputs, Level 3 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Fair value of mortgage loan receivable | $ 4,952 | |
Mortgage Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage loan receivable | 30,000 | |
Mortgage Receivable | Fair Value, Inputs, Level 3 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Fair value of mortgage loan receivable | $ 30,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) lease | |
Other Commitments [Line Items] | |
Unfunded commitments | $ 3,100,000 |
Number of leases | lease | 1 |
One Office Lease | |
Other Commitments [Line Items] | |
Number of leases | lease | 1 |
Lease term (in years) | 4 years |
Annual rent payment, year one | $ 72,000 |
Annual rent payment, after year four | $ 85,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | Dec. 31, 2020 lease | |
Lessor, Lease, Description [Line Items] | |||
Number of leases with purchase option | lease | 2 | 2 | |
Total real estate | $ 399,474,000 | $ 288,081,000 | |
Number of leases | lease | 1 | ||
ROU asset | $ 273,048 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets | Other Assets | |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities | Other Liabilities | |
Weighted-average discount rate | 5.65% | ||
Remaining lease term (in years) | 3 years 8 months 12 days | ||
Real Estate Investment, Leased Assets with Option to Purchase | |||
Lessor, Lease, Description [Line Items] | |||
Total real estate | $ 6,300,000 | ||
Minimum | |||
Lessor, Lease, Description [Line Items] | |||
Percentage of rent increase | 2% | ||
Term of tending improvement funding (in months) | 12 months | ||
Maximum | |||
Lessor, Lease, Description [Line Items] | |||
Percentage of rent increase | 3% | ||
Term of tending improvement funding (in months) | 18 months |
Leases - Future Contractual Ren
Leases - Future Contractual Rent Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 73 |
2024 | 75 |
2025 | 77 |
2026 | 52 |
2027 | 0 |
Thereafter | 0 |
Total Minimum Lease Payments | 277 |
Amount Discounted Using Incremental Borrowing Rate | 30 |
Total Lease Liability | $ 247 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 03, 2023 USD ($) | Mar. 31, 2023 USD ($) lease | Mar. 09, 2023 USD ($) | Mar. 31, 2023 USD ($) lease | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Subsequent Event [Line Items] | ||||||
TI Funded | $ 45,245,000 | $ 23,985,000 | ||||
Payments of long-term debt | 1,800,000 | 0 | ||||
Payments for purchase of adjacent parcel | 36,969,000 | $ 56,955,000 | ||||
Loans Payable | ||||||
Subsequent Event [Line Items] | ||||||
Total long-term debt | $ 2,000,000 | |||||
Subsequent Event | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Number of lease agreements for non-performing tenants | lease | 1 | 1 | ||||
Term of security deposits (in months) | 3 months | |||||
Subsequent Event | Loans Payable | ||||||
Subsequent Event [Line Items] | ||||||
Payments of long-term debt | $ 1,000,000 | |||||
Total long-term debt | $ 1,000,000 | |||||
Cultivation Facilities in Massachusetts and Missouri | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
TI Funded | $ 1,400,000 | |||||
Cultivation Facility In Missouri | Subsequent Event | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Payments for purchase of adjacent parcel | $ 350,000 | |||||
Commitment to fund expansion | 16,200,000 | $ 16,200,000 | ||||
Cultivation Facility In Arizona | Subsequent Event | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
TI Funded | $ 7,500,000 |