Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 08, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 231,340,882 | ||
Entity Common Stock, Shares Outstanding | 20,503,520 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement for the 2024 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 | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, P.C. |
Auditor Location | Denver, CO |
Auditor Firm ID | 243 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Real Estate | ||
Land | $ 21,397 | $ 21,427 |
Building and Improvements | 390,911 | 378,047 |
Total Real Estate | 412,308 | 399,474 |
Less Accumulated Depreciation | (31,999) | (19,736) |
Net Real Estate | 380,309 | 379,738 |
Cash and Cash Equivalents | 25,843 | 45,192 |
In-Place Lease Intangible Assets, net | 19,779 | 21,765 |
Loan Receivable, net (current expected credit loss 2023: $167; 2022: $0) | 4,833 | 5,000 |
Other Assets | 2,528 | 2,554 |
Total Assets | 433,292 | 454,249 |
Liabilities: | ||
Accounts Payable and Accrued Expenses | 1,117 | 1,659 |
Revolving Credit Facility | 1,000 | 1,000 |
Loan Payable, net | 1,000 | 1,986 |
Dividends and Distributions Payable | 8,385 | 8,512 |
Security Deposits | 8,616 | 7,774 |
Rent Received in Advance | 990 | 1,375 |
Other Liabilities | 227 | 1,005 |
Total Liabilities | 21,335 | 23,311 |
Commitments and Contingencies (Note 15) | ||
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, 20,503,520 and 21,408,194 Shares Issued and Outstanding, respectively | 205 | 214 |
Additional Paid-In Capital | 445,289 | 455,822 |
Accumulated Deficit | (40,909) | (32,487) |
Total Stockholders' Equity | 404,585 | 423,549 |
Noncontrolling Interests | 7,372 | 7,389 |
Total Equity | 411,957 | 430,938 |
Total Liabilities and Equity | $ 433,292 | $ 454,249 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Current expected credit loss | $ 167 | $ 0 |
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) | 20,503,520 | 21,408,194 |
Common Stock, Shares Outstanding (in shares) | 20,503,520 | 21,408,194 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||
Rental Income | $ 46,341 | $ 42,216 |
Interest Income from Loans | 521 | 2,429 |
Fees And Reimbursables | 442 | 355 |
Total Revenue | 47,304 | 45,000 |
Expenses: | ||
Property Expenses | 657 | 219 |
Depreciation and Amortization Expense | 14,266 | 12,825 |
General and Administrative Expenses: | ||
Compensation Expense | 4,477 | 6,069 |
Professional Fees | 1,361 | 1,575 |
Other General and Administrative Expenses | 1,721 | 1,736 |
Total General and Administrative Expenses | 7,559 | 9,380 |
Total Expenses | 22,482 | 22,424 |
Loss on Sale of Real Estate | 0 | (60) |
Provision for Current Expected Credit Loss | (167) | 0 |
Income From Operations | 24,655 | 22,516 |
Other Income (Expense): | ||
Other Income | 747 | 113 |
Interest Expense | (379) | (273) |
Total Other Income (Expense) | 368 | (160) |
Net Income | 25,023 | 22,356 |
Net Income Attributable to Noncontrolling Interests | (438) | (380) |
Net Income Attributable to Common Stockholders | $ 24,585 | $ 21,976 |
Net Income Attributable to Common Stockholders Per Share - Basic (in dollars per share) | $ 1.16 | $ 1.03 |
Net Income Attributable to Common Stockholders Per Share - Diluted (in dollars per share) | $ 1.16 | $ 1.03 |
Weighted Average Shares of Common Stock Outstanding - Basic (in shares) | 21,169,010 | 21,418,484 |
Weighted Average Shares of Common Stock Outstanding - Diluted (in shares) | 21,548,976 | 21,810,789 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2021 | 21,235,914 | ||||
Beginning balance at Dec. 31, 2021 | $ 439,335 | $ 213 | $ 450,916 | $ (23,574) | $ 11,780 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of Vested RSUs to Common Stock (in shares) | 92,559 | ||||
Conversion of Vested RSUs to Common Stock | 0 | $ 1 | (1) | ||
Conversion of OP Units to Common Stock (in shares) | 79,721 | ||||
Conversion of OP Units to Common Stock | $ 0 | 2,080 | (2,080) | ||
Repurchase of Common Stock (in shares) | 0 | ||||
Cash Paid for Taxes in Lieu of Issuance of Common Stock | $ (813) | (813) | |||
Stock-Based Compensation | 1,493 | 1,493 | |||
Dividends to Common Stock | (30,759) | (30,759) | |||
Dividends to Restricted Stock Units | (130) | (130) | |||
Distributions to OP Unitholders | (544) | (544) | |||
Adjustment for Noncontrolling Interest Ownership in Operating Partnership | 0 | 2,147 | (2,147) | ||
Net Income | 22,356 | 21,976 | 380 | ||
Ending balance (in shares) at Dec. 31, 2022 | 21,408,194 | ||||
Ending balance at Dec. 31, 2022 | 430,938 | $ 214 | 455,822 | (32,487) | 7,389 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of Vested RSUs to Common Stock (in shares) | 3,720 | ||||
Conversion of Vested RSUs to Common Stock | $ 0 | ||||
Conversion of OP Units to Common Stock (in shares) | 0 | ||||
Repurchase of Common Stock (in shares) | (908,394) | (908,394) | |||
Repurchase of Common Stock | $ (11,807) | $ (9) | (11,798) | ||
Cash Paid for Taxes in Lieu of Issuance of Common Stock | (43) | (43) | |||
Stock-Based Compensation | 1,439 | 1,439 | |||
Dividends to Common Stock | (32,910) | (32,910) | |||
Dividends to Restricted Stock Units | (97) | (97) | |||
Distributions to OP Unitholders | (586) | (586) | |||
Adjustment for Noncontrolling Interest Ownership in Operating Partnership | 0 | (131) | 131 | ||
Net Income | 25,023 | 24,585 | 438 | ||
Ending balance (in shares) at Dec. 31, 2023 | 20,503,520 | ||||
Ending balance at Dec. 31, 2023 | $ 411,957 | $ 205 | $ 445,289 | $ (40,909) | $ 7,372 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 25,023 | $ 22,356 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||
Depreciation and Amortization Expense | 14,266 | 12,825 |
Stock-Based Compensation | 1,439 | 1,493 |
Loss on Sale of Real Estate | 0 | 60 |
Amortization of Debt Issuance Costs | 268 | 136 |
Amortization of Debt Discount | 14 | 27 |
Provision for Credit Loss | 167 | 0 |
Non-Cash Rental Income | (522) | 0 |
Non-Cash Lease Expense | (1) | 12 |
Non-Cash Application of Security Deposit | (1,323) | 0 |
Changes in Assets and Liabilities | ||
Other Assets | 229 | (450) |
Accounts Payable and Accrued Expenses | (540) | 255 |
Security Deposits | 2,166 | 1,726 |
Interest Reserve | 0 | (2,144) |
Rent Received in Advance | (385) | (54) |
Other Liabilities | (717) | 766 |
Net Cash Provided by Operating Activities | 40,084 | 37,008 |
Cash Flows from Investing Activities: | ||
Funding of Tenant Improvements | (14,434) | (45,245) |
Investment in Loan Receivable | 0 | (5,000) |
Acquisition of Real Estate | (350) | (36,969) |
Proceeds from Disposition of Real Estate | 1,949 | 761 |
Net Cash Used in Investing Activities | (12,835) | (86,453) |
Cash Flows from Financing Activities: | ||
Repurchase of Common Stock | (11,807) | 0 |
Cash Paid for Taxes in Lieu of Issuance of Common Stock | (43) | (813) |
Common Stock Dividends Paid | (33,058) | (28,993) |
Restricted Stock Units Dividend Equivalents Paid | (79) | (154) |
Distributions to OP Unitholders | (583) | (539) |
Borrowings from Revolving Credit Facility | 0 | 1,000 |
Principal Repayment on Loan Payable | (1,000) | (1,800) |
Deferred Financing Costs | (28) | (1,161) |
Net Cash Used in Financing Activities | (46,598) | (32,460) |
Net Decrease in Cash and Cash Equivalents | (19,349) | (81,905) |
Cash and Cash Equivalents - Beginning of Year | 45,192 | 127,097 |
Cash and Cash Equivalents - End of Year | 25,843 | 45,192 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest Paid | 137 | 29 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Dividends and Distributions Declared, Not Paid | 8,385 | 8,512 |
Investment in Warrants | 522 | 0 |
Conversion of Mortgage Loan Receivable | $ 0 | $ 30,000 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2023 | |
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 is the sole managing general partner of the Operating Partnership. Noncontrolling investors in the Operating Partnership are included in Noncontrolling Interest in the Company's consolidated financial statements. Refer to Note 8 for details. 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, 2023 | |
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 accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The consolidated financial statements include the accounts of the Company, the Operating Partnership, as well as its 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 is 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, 2023 and 2022, the assets and liabilities of the Company and the Operating Partnership are substantially the same, as the Company does not have any significant assets other than its investment in the Operating Partnership. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management will adjust such estimates when facts and circumstances dictate. Such estimates include, but are not limited to, useful lives for depreciation of property and corporate assets, the fair value of acquired real estate and in-place lease intangibles acquired and the valuation of stock-based compensation. Actual results could differ from those estimates. Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (continued) Real Estate Investments in real estate are presented at historical cost, less accumulated depreciation. Costs directly related to the properties’ acquisition, development, or redevelopment of the properties are capitalized. 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. The Company capitalizes cost associated with property and tenant improvements (“TI”) when it is considered the accounting owner of the improvements. Property and tenant improvements generally consist of building additions or significant upgrades to existing facilities and 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, determined 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 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 generally between 20 to 35 years and the amount allocated to site improvements at our buildings, if any, over the estimated useful lives, generally between 8 to 15 years. The Company amortizes the amount allocated to intangibles related to in-place leases over the remaining term of the lease. 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 investments in 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. Sale of Real Estate The Company classifies real estate held for sale when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale, (iii) the property is actively being marketed for sale at a price that is reasonable, (iv) the sale of the property within one year is considered probable, and (v) significant change to the plan to sell the property is not expected. A property classified as held for sale is no longer depreciated and is required to be reported at the lower of its carrying value or its fair value less cost to sell. A real estate asset held for sale is classified as "Property Held for Sale" in the consolidated balance sheets. The Company recognizes gains or losses when real estate is sold in accordance with the provisions of Accounting Standards Codification ("ASC") ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, The gain or loss recorded is measured as the difference between the sales price less cost to sell and the carrying Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (continued) amount of the real estate asset. The gain or loss from the sale of real estate is recognized in the consolidated statements of operations. 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 income, fees and reimbursables 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” in the consolidated balance sheets. 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, 2023, the Company had cash accounts in excess of FDIC insured limits. The Company mitigates the potential of losses with deposit accounts that offer FDIC insurance through a network of banks for its cash deposits in excess of $250,000. The Company did not hold any cash equivalents as of December 31, 2023 and December 31, 2022. Loan Receivable, net Loans originated by the Company are initially recorded at their principal amount net of any premium or discount and is accounted for under ASC 326, Financial Instruments - Credit Losses ("CECL"). The CECL expected loss model requires the Company to record an allowance for the expected credit loss for the life of a loan receivable, which is recognized when the loan is either originated or acquired. The allowance for credit losses is deducted from, or added to the amortized cost basis of the loan receivable to present the net amount expected to be collected on the financial asset(s). At each reporting period, the Company updates its estimate and adjusts the allowance for credit losses accordingly. Changes in the allowance are recorded in the consolidated statement of operations in “Other Income (Expenses). Decreases in the allowance are recorded as a reversal of credit loss expense. The Company generally uses a discounted cash flow model approach to determine the credit loss, if any, for its loans receivable subject to the CECL guidance. 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. Investment in Equity Securities The Company records its investment in warrants under ASC 321, Investments - Equity Securities (“ASC 321”). This guidance provides an alternative to the requirement to carry equity interests at fair value in accordance with ASC 820, Fair Value Measurement. The measurement alternative applies to certain equity interests without readily determinable fair values that are within the scope of ASC 321 and are otherwise required to be measured at fair value. Application of the measurement alternative is optional and is applied upon acquisition of an equity Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (continued) interest on an instrument-by-instrument basis. The Company elected to use the measurement alternative to value its investment in warrants which is reported at cost and is classified in “Other Assets” in the consolidated balance sheets. 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 incurred by the Company in connection with common stock offerings and private placements are reflected as a reduction of additional paid-in-capital. Offering costs incurred 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. Loan Payable, net The Company records its loan payable net of discount in 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. Lease Classification The Company elected the practical expedients that allow an entity not to reassess upon adoption (i) whether an expired or existing contract contains a lease, (ii) the 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 Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (continued) 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. Property Expenses The Company’s 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. Under certain circumstances, the Company will pay for certain expenses on behalf of the tenant and the tenant is required to reimburse the Company. The presentation in the statements of operations for these expenses are gross where the Company records revenue and a corresponding reimbursable expense. Expenses paid directly by a tenant are not reimbursable and therefore are not reflected in the statements of operations. The expense and reimbursable amounts may differ due to timing. The revenues associated with the reimbursable expenses were classified in "Fees and Reimbursables" in the accompanying consolidated statements of operations. 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. The Company elected to treat a domestic subsidiary as a taxable REIT subsidiary ("TRS") and may elect to treat other subsidiaries as TRSs in the future. In general, a TRS is utilized to hold assets and engage in activities that the Company cannot hold or engage in directly. Generally, a TRS may engage in any real estate or non-real estate-related business. A domestic TRS may declare dividends to the Company which will be included in the Company’s taxable income/(loss) and may necessitate a distribution to stockholders. Conversely, if the Company retains earnings at the Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (continued) domestic TRS level, no distribution is required. A domestic TRS is subject to U.S. federal, state and local corporate income taxes. Stock-Based Compensation The Company recognizes stock-based compensation expense for its equity awards in accordance with ASC 718 - Compensation-Stock Compensation (“ASC 718”). Restricted Stock Units Under ASC 718, stock based compensation expense for restricted stock units (“RSUs”) 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, the Company will reverse any previously recognized expense related to such awards in the period during which the forfeiture occurs. Performance Stock Units Under ASC 718, stock based compensation expense for performance stock units (“PSUs”) is recorded at fair value of the equity award and is recognized over the performance period whether or not the performance hurdles are achieved. The fair value of the PSUs are determined using a Monte Carlo simulation for the future stock price of the Company and its corresponding peer group over the performance period. If awards are forfeited prior to vesting, the Company will reverse any previously recognized expense related to such awards in the period during which the forfeiture occurred. If performance hurdles are not met as of the last day of the performance period, the units are cancelled and no reversal of previously recognized expense is recorded for the cancelled units. Earnings Per Share The Company calculates earnings per share (“EPS”) in accordance with 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 of compensation expense and property expenses. Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (continued) Recently Adopted Accounting Pronouncements Description Effective 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. Recently Issued Accounting Pronouncements Description Effective Date Effect on Financial Statements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The update also requires disclosure regarding the chief operating decision maker and expands the interim segment disclosure requirements. For fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. For fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements. |
Real Estate
Real Estate | 12 Months Ended |
Dec. 31, 2023 | |
Real Estate [Abstract] | |
Real Estate | Real Estate 2023 Real Estate Portfolio As of December 31, 2023, the Company owned 31 properties located in 12 states. The following table represents the Company’s real estate portfolio as of December 31, 2023 (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 $ (75) $ 854 Acreage Massachusetts Cultivation 481 9,310 9,791 (1,160) 8,631 Acreage Pennsylvania Cultivation 952 9,209 10,161 (1,107) 9,054 Ayr Wellness, Inc. Nevada Cultivation 1,002 12,577 13,579 (578) 13,001 Ayr Wellness, Inc. Pennsylvania Cultivation 2,964 11,565 14,529 (611) 13,918 Bloom Medicinal Missouri Cultivation 948 19,242 20,190 (512) (2) 19,678 Calypso Pennsylvania Cultivation 1,486 30,527 32,013 (1,419) (2) 30,594 Columbia Care California Dispensary 1,082 2,692 3,774 (241) 3,533 Columbia Care Illinois Dispensary 162 1,053 1,215 (91) 1,124 Columbia Care Illinois Cultivation 801 10,560 11,361 (920) 10,441 Columbia Care Massachusetts Dispensary 108 2,212 2,320 (213) 2,107 Columbia Care Massachusetts Cultivation 1,136 12,690 13,826 (1,483) 12,343 Cresco Labs Illinois Cultivation 276 50,456 50,732 (5,730) 45,002 Curaleaf Connecticut Dispensary 184 2,748 2,932 (255) 2,677 Curaleaf Florida Cultivation 388 75,595 75,983 (6,322) 69,661 Curaleaf Illinois Dispensary 69 525 594 (51) 543 Curaleaf Illinois Dispensary 65 959 1,024 (96) 928 Curaleaf Illinois Dispensary 606 1,128 1,734 (110) 1,624 Curaleaf Illinois Dispensary 281 3,072 3,353 (292) 3,061 Curaleaf North Dakota Dispensary 779 1,395 2,174 (135) 2,039 Curaleaf Ohio Dispensary 574 2,788 3,362 (309) 3,053 Curaleaf Pennsylvania Dispensary 877 1,041 1,918 (129) 1,789 Curaleaf Pennsylvania Dispensary 216 2,011 2,227 (191) 2,036 Greenlight (3) Arkansas Dispensary 238 1,919 2,157 (183) 1,974 Mint Arizona Cultivation 2,400 14,822 17,222 — (2) 17,222 Organic Remedies Missouri Cultivation 204 20,897 21,101 (2,181) 18,920 PharmaCann Massachusetts Dispensary 411 1,701 2,112 (287) 1,825 PharmaCann Ohio Dispensary 281 1,269 1,550 (42) 1,508 PharmaCann Pennsylvania Dispensary 44 1,271 1,315 (110) 1,205 Revolutionary Clinics Massachusetts Cultivation 926 41,934 42,860 (3,070) 39,790 Trulieve Pennsylvania Cultivation 1,061 43,209 44,270 (4,096) 40,174 Total Real Estate $ 21,397 $ 390,911 $ 412,308 $ (31,999) $ 380,309 (1) Includes construction in progress in the amount of $24.2 million that had been funded as of December 31, 2023. (2) A portion of this investment is currently under development or undergoing building improvements. Once the development or improvements are completed and placed-in-service, the Company will begin depreciating the applicable part of the property. (3) GL Partners, Inc. (dba Greenlight), acquired the tenant and was added as a guarantor. Curaleaf remains as an additional guarantor subject to certain conditions in the lease agreement. Note 3 - Real Estate (continued) 2022 Real Estate Portfolio 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. (dba Greenlight), acquired the tenant and was added as a guarantor. Curaleaf remains an as additional guarantor subject to certain conditions in the lease agreement. (3) This property is under development. Once the development is completed and placed-in-service, the Company will begin depreciating this asset. Note 3 - Real Estate (continued) Real Estate Acquisitions 2023 Acquisitions During the year ended December 31, 2023, the Company exercised its option to acquire an adjacent parcel of land to expand its cultivation facility in Missouri and invested approximately $350 thousand and committed to fund $16.2 million to expand the facility (refer to the Tenant Improvements (“TI”) table below). The following table presents the real estate acquisitions for the year ended December 31, 2023 (in thousands): Tenant Market Site Type Closing Date Real Estate Acquisition Costs Bloom Medicinal Missouri Cultivation March 3, 2023 $ 350 Total $ 350 2022 Acquisitions During the year ended December 31, 2022, the Company invested approximately $67.0 million to acquire four cultivation facilities and one dispensary. Included in the acquisitions is the August 5, 2022 conversion of the $30.0 million mortgage loan with Hero Diversified Associates, Inc (“HDAI”) to a sale leaseback with Calypso Enterprises. 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 Medicinals 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 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. (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. Note 3 - Real Estate (continued) Tenant Improvements Funded 2023 Tenant Improvements During the year ended December 31, 2023, the Company funded approximately $14.4 million of tenant improvements. The following table presents the tenant improvements funded for the year ended December 31, 2023 (in thousands): Tenant Market Site Type Closing Date TI Funded Unfunded Commitments Mint Arizona Cultivation June 24, 2021 $ 4,281 $ 3,788 (1) Organic Remedies Missouri Cultivation December 20, 2021 282 — Bloom Medicinal Missouri Cultivation April 1, 2022 7,858 8,826 Ayr Wellness, Inc. Pennsylvania Cultivation June 30, 2022 — 750 Calypso Pennsylvania Cultivation August 5, 2022 2,013 987 Total $ 14,434 $ 14,351 (1) Effective June 1, 2023, the lease agreement was amended to include an additional TI commitment of approximately $6.5 million. 2022 Tenant Improvements During the year ended December 31, 2022, the Company funded approximately $45.2 million of tenant improvements. 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 ‘(3) (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 had 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 commitments did not include an option, because the Company did not have an obligation to acquire the adjacent property from an existing tenant and fund TIs. Note 3 - Real Estate (continued) Disposal of Real Estate On October 27, 2023, the Company closed on the sale of its property in Palmer, Massachusetts, for $2.0 million, which was leased to Mint. The Company's investment in the property was $1.9 million. Upon closing, Mint's lease agreement was terminated and they paid a portion of the closing costs, resulting in a break-even sale of the property . Therefore, the Company did not recognize a gain or loss on sale of the property. On March 21, 2022, the Company sold one of its Massachusetts properties for approximately $0.8 million, which was leased to PharmaCann. The Company recognized a loss on sale of the property of approximately $60 thousand. PharmaCann continued to pay rent for the sold Massachusetts property through increased rent payments from each of the remaining two properties leased by PharmaCann until a suitable replacement property was found. On November 3, 2022, a replacement property in Wapakoneta, OH was acquired by the Company and leased to PharmaCann. Construction in Progress Construction in progress was $24.2 million and $12.1 million on December 31, 2023 and 2022, respectively and is included in “Buildings and Improvements” in the accompanying consolidated balance sheets. 2023 Construction in Progress The following table summarizes the construction in progress balance for the year ended December 31, 2023 (in thousands): Tenant Site Type Beginning Balance 01/01/2023 Fundings Placed-in-Service Ending Balance 12/31/2023 Mint Cultivation $ 1,569 $ (1,569) (1) $ — $ — Mint Cultivation 10,541 4,281 — 14,822 Bloom Medicinals Cultivation — 7,324 — 7,324 Calypso Cultivation — 2,013 — 2,013 $ 12,110 $ 12,049 $ — $ 24,159 (1) These tenant improvements were never placed in service. The property was sold on October 27, 2023. 2022 Construction in Progress The following table summarizes the construction in progress balance for the year ended December 31, 2022 (in thousands): Tenant Site Type Beginning Balance 01/01/2022 Fundings Placed-in-service Ending Balance 12/31/2022 Trulieve Cultivation $ 8,453 $ 7,047 $ (15,500) $ — PharmaCann Dispensary 269 (269) (1) — — Mint Cultivation 1,220 349 — 1,569 Mint Cultivation 3,127 7,414 — 10,541 Organic Remedies Cultivation — 4,745 (4,745) — Bloom Medicinals Cultivation — 9,468 (9,468) — $ 13,069 $ 28,754 $ (29,713) $ 12,110 (1) These tenant improvements were never placed in service. The property was sold on March 21, 2022. Note 3 - Real Estate (continued) Depreciation and Amortization Depreciation expense on the Company’s real estate assets was approximately $12.3 million and $10.6 million for the years ended December 31, 2023 and 2022, respectively. Amortization of the Company’s acquired in-place lease intangible assets were approximately $2.0 million and $2.2 million for the years ended December 31, 2023 and 2022, respectively. Acquired in-place lease intangible assets have a weighted average remaining amortization period of 10.2 years. In-place Leases The following table presents the future amortization of the Company’s acquired in-place leases as of December 31, 2023 (in thousands): Year Amortization Expense 2024 $ 1,985 2025 1,985 2026 1,985 2027 1,985 2028 1,985 Thereafter 9,854 Total $ 19,779 Impairment |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases As Lessor The Company’s 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. Under certain circumstances the Company will pay for certain expenses on behalf of the tenant and the tenant is required to reimburse the Company. The presentation in the statement of operations for these expenses are gross where the Company records revenue and a corresponding reimbursable expense. Expenses paid directly by a tenant are not reimbursable and therefore not reflected in the statement of operations. The expense and reimbursable amounts may differ due to timing. The revenues associated with the reimbursable expenses were classified in "Fees and Reimbursables" in the accompanying consolidated statements of operations. For the year ended December 31, 2023 and 2022, the reimbursable revenues were $255.8 thousand and $206.3 thousand, respectively. Reimbursable expenses are classified as "Property Expenses" in the accompanying consolidated statements of operations. The Company’s tenants operate in the 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 Note 4 – Leases (continued) base rent, per the lease agreement. Certain of the Company’s leases provide the lessee with a right of first refusal or right of first offer in the event the Company markets the leased property for sale. Two of the Company’s leases that were entered into in December 2019 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 the Company’s investment. As of December 31, 2023, the Company’s gross investment in these two properties was approximately $6.3 million. Lease Amendments Revolutionary Clinics On October 27, 2023, the Company entered into a lease amendment and forbearance agreement (the "Agreements”) for its existing lease agreement with Revolutionary Clinics on its cultivation facility in Massachusetts, where Revolutionary Clinics is the sole tenant. Under the terms of the Agreements, the lease term was extended by 5 years, the Company received $480 thousand of unpaid rent and applied the remaining $315 thousand of security deposit. Under the terms of the Agreements, the rental payments have annual fixed escalations and may also escalate as the tenant’s business achieves certain gross revenue metrics based on a trailing 12 months and calculated quarterly. Under the forbearance agreement, the Company provided forbearance for approximately $2.0 million of back rental income, fees and reimbursable expenses. Lastly, the Company received warrants which if exercised will entitle the Company to receive 26,058 of common units in Revolutionary Clinics. Refer to Note 10 for additional details. Calypso Enterprises On November 15, 2023, the Company’s tenant Calypso Enterprises (“Calypso”) was sold by its parent HDAI to Canvas Acquisition Corporation, LLC (“Canvas”) an independent third party, whose parent replaced HDAI as the lease guarantor. In connection with the sale, the Company and Canvas agreed to certain revised terms through a lease amendment. Under the terms of the amendment, the Company reduced the rent payments, provided up to $3.0 million in tenant improvements allowance, provided an option to purchase the property at the Company’s cost basis, (inclusive of funding the $3.0 million of tenant improvements), and received 6 months of rent escrow, among other provisions. The purchase option is exercisable from December 1, 2024 through December 31, 2025, with notice to be delivered no later than December 31, 2024. In the event the purchase option is exercised prior to December 31, 2025, the Company would receive a make-whole rent payment for rent through December 31, 2025. As compensation for providing such lease modifications, HDAI agreed to pay the Company approximately $1.5 million of additional rent to be paid in 5 installments over 18 months from November 15, 2023. Note 4 – Leases (continued) Lease Income The following table presents the future contractual minimum rent under the Company’s operating leases as of December 31, 2023 (in thousands): Year Contractual Minimum Rent (1) 2024 $ 49,390 2025 51,421 2026 52,966 2027 54,345 2028 55,760 Thereafter 544,835 Total $ 808,717 (1) This table includes future contractual minimum rent from the Company’s existing lease agreements as of December 31, 2023. Credit Risk and Geographic Concentration The ability of any of the Company’s tenants to honor the terms of its lease are dependent upon the economic, regulatory, competition, natural and social factors affecting the community in which that tenant operates. As of December 31, 2023, the Company owned 31 properties leased to 13 tenants across 12 states including Arizona, Arkansas, California, Connecticut, Florida, Illinois, Massachusetts, Missouri, Nevada, North Dakota, Ohio, and Pennsylvania. During the year ended December 31, 2022, the Company owned 32 properties leased to 13 tenants across 12 states. Credit Risk Concentration The following table presents the tenants in the Company’s portfolio that represented the largest percentage of the Company’s total rental revenue, excluding reimbursable revenues, for each of the periods presented: For the Year Ended December 31, 2023 2022 Tenant Number of Leases Percentage of Rental Revenue (1) Tenant Number of Percentage of Rental Revenue (1) Curaleaf 10 24% Curaleaf 10 24% Cresco Labs 1 14% Cresco Labs 1 15% Trulieve 1 12% Trulieve 1 13% Columbia Care 5 9% Revolutionary Clinics 1 12% Calypso 1 (2) 7% Columbia Care 5 10% (1) Calculated based on rental income received during the period. This amount excludes revenue reimbursements. (2) This tenant held a mortgage loan during the six months ended June 30, 2022, therefore the Company received interest income rather than rental income during that period. In August 2022, the mortgage loan converted to a twenty year sale-leaseback. Note 4 – Leases (continued) Geographic Concentration The following table presents the states in the Company’s portfolio that represented the largest percentage of the Company’s total rental income, excluding reimbursable revenues, for each of the periods presented: For the Year Ended December 31, 2023 2022 State Number of Properties Percentage of Rental Income State Number of Properties Percentage of Rental Income Pennsylvania 7 27% Pennsylvania 7 23% Florida 1 20% Massachusetts 7 (2) 21% Illinois 7 19% Illinois 7 20% Massachusetts 6 (1) 14% Florida 1 19% Missouri 2 9% Missouri 2 7% (1) Included in the number of properties and revenue is one Massachusetts property sold in October 2023. (2) Included in the number of properties and revenue is one Massachusetts property sold in March 2022. As Lessee As of December 31, 2023 the Company was 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 approximately $85.0 thousand in year four. The office lease qualifies under the right-of-use ("ROU") model. Upon entering into the lease in June 2022, the Company recorded a ROU asset of $273 thousand which is classified in “ Other Assets Other Liabilities The following table presents the future contractual rent obligations as lessee as December 31, 2023 (in thousands): Year Amount 2024 $ 75 2025 77 2026 52 (1) Total Future Contractual Lease Payments $ 204 Amount Discounted Using Incremental Borrowing Rate (19) Total Lease Liability $ 185 (1) The lease is scheduled to expire in August 31, 2026. The lease allows for one renewal option of 3 years commencing immediately upon the expiration of the initial term. As of December 31, 2023, the weighted-average discount rate used to calculate the lease liability was 5.65% and remaining lease term was 2.7 years. |
Leases | Leases As Lessor The Company’s 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. Under certain circumstances the Company will pay for certain expenses on behalf of the tenant and the tenant is required to reimburse the Company. The presentation in the statement of operations for these expenses are gross where the Company records revenue and a corresponding reimbursable expense. Expenses paid directly by a tenant are not reimbursable and therefore not reflected in the statement of operations. The expense and reimbursable amounts may differ due to timing. The revenues associated with the reimbursable expenses were classified in "Fees and Reimbursables" in the accompanying consolidated statements of operations. For the year ended December 31, 2023 and 2022, the reimbursable revenues were $255.8 thousand and $206.3 thousand, respectively. Reimbursable expenses are classified as "Property Expenses" in the accompanying consolidated statements of operations. The Company’s tenants operate in the 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 Note 4 – Leases (continued) base rent, per the lease agreement. Certain of the Company’s leases provide the lessee with a right of first refusal or right of first offer in the event the Company markets the leased property for sale. Two of the Company’s leases that were entered into in December 2019 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 the Company’s investment. As of December 31, 2023, the Company’s gross investment in these two properties was approximately $6.3 million. Lease Amendments Revolutionary Clinics On October 27, 2023, the Company entered into a lease amendment and forbearance agreement (the "Agreements”) for its existing lease agreement with Revolutionary Clinics on its cultivation facility in Massachusetts, where Revolutionary Clinics is the sole tenant. Under the terms of the Agreements, the lease term was extended by 5 years, the Company received $480 thousand of unpaid rent and applied the remaining $315 thousand of security deposit. Under the terms of the Agreements, the rental payments have annual fixed escalations and may also escalate as the tenant’s business achieves certain gross revenue metrics based on a trailing 12 months and calculated quarterly. Under the forbearance agreement, the Company provided forbearance for approximately $2.0 million of back rental income, fees and reimbursable expenses. Lastly, the Company received warrants which if exercised will entitle the Company to receive 26,058 of common units in Revolutionary Clinics. Refer to Note 10 for additional details. Calypso Enterprises On November 15, 2023, the Company’s tenant Calypso Enterprises (“Calypso”) was sold by its parent HDAI to Canvas Acquisition Corporation, LLC (“Canvas”) an independent third party, whose parent replaced HDAI as the lease guarantor. In connection with the sale, the Company and Canvas agreed to certain revised terms through a lease amendment. Under the terms of the amendment, the Company reduced the rent payments, provided up to $3.0 million in tenant improvements allowance, provided an option to purchase the property at the Company’s cost basis, (inclusive of funding the $3.0 million of tenant improvements), and received 6 months of rent escrow, among other provisions. The purchase option is exercisable from December 1, 2024 through December 31, 2025, with notice to be delivered no later than December 31, 2024. In the event the purchase option is exercised prior to December 31, 2025, the Company would receive a make-whole rent payment for rent through December 31, 2025. As compensation for providing such lease modifications, HDAI agreed to pay the Company approximately $1.5 million of additional rent to be paid in 5 installments over 18 months from November 15, 2023. Note 4 – Leases (continued) Lease Income The following table presents the future contractual minimum rent under the Company’s operating leases as of December 31, 2023 (in thousands): Year Contractual Minimum Rent (1) 2024 $ 49,390 2025 51,421 2026 52,966 2027 54,345 2028 55,760 Thereafter 544,835 Total $ 808,717 (1) This table includes future contractual minimum rent from the Company’s existing lease agreements as of December 31, 2023. Credit Risk and Geographic Concentration The ability of any of the Company’s tenants to honor the terms of its lease are dependent upon the economic, regulatory, competition, natural and social factors affecting the community in which that tenant operates. As of December 31, 2023, the Company owned 31 properties leased to 13 tenants across 12 states including Arizona, Arkansas, California, Connecticut, Florida, Illinois, Massachusetts, Missouri, Nevada, North Dakota, Ohio, and Pennsylvania. During the year ended December 31, 2022, the Company owned 32 properties leased to 13 tenants across 12 states. Credit Risk Concentration The following table presents the tenants in the Company’s portfolio that represented the largest percentage of the Company’s total rental revenue, excluding reimbursable revenues, for each of the periods presented: For the Year Ended December 31, 2023 2022 Tenant Number of Leases Percentage of Rental Revenue (1) Tenant Number of Percentage of Rental Revenue (1) Curaleaf 10 24% Curaleaf 10 24% Cresco Labs 1 14% Cresco Labs 1 15% Trulieve 1 12% Trulieve 1 13% Columbia Care 5 9% Revolutionary Clinics 1 12% Calypso 1 (2) 7% Columbia Care 5 10% (1) Calculated based on rental income received during the period. This amount excludes revenue reimbursements. (2) This tenant held a mortgage loan during the six months ended June 30, 2022, therefore the Company received interest income rather than rental income during that period. In August 2022, the mortgage loan converted to a twenty year sale-leaseback. Note 4 – Leases (continued) Geographic Concentration The following table presents the states in the Company’s portfolio that represented the largest percentage of the Company’s total rental income, excluding reimbursable revenues, for each of the periods presented: For the Year Ended December 31, 2023 2022 State Number of Properties Percentage of Rental Income State Number of Properties Percentage of Rental Income Pennsylvania 7 27% Pennsylvania 7 23% Florida 1 20% Massachusetts 7 (2) 21% Illinois 7 19% Illinois 7 20% Massachusetts 6 (1) 14% Florida 1 19% Missouri 2 9% Missouri 2 7% (1) Included in the number of properties and revenue is one Massachusetts property sold in October 2023. (2) Included in the number of properties and revenue is one Massachusetts property sold in March 2022. As Lessee As of December 31, 2023 the Company was 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 approximately $85.0 thousand in year four. The office lease qualifies under the right-of-use ("ROU") model. Upon entering into the lease in June 2022, the Company recorded a ROU asset of $273 thousand which is classified in “ Other Assets Other Liabilities The following table presents the future contractual rent obligations as lessee as December 31, 2023 (in thousands): Year Amount 2024 $ 75 2025 77 2026 52 (1) Total Future Contractual Lease Payments $ 204 Amount Discounted Using Incremental Borrowing Rate (19) Total Lease Liability $ 185 (1) The lease is scheduled to expire in August 31, 2026. The lease allows for one renewal option of 3 years commencing immediately upon the expiration of the initial term. As of December 31, 2023, the weighted-average discount rate used to calculate the lease liability was 5.65% and remaining lease term was 2.7 years. |
Loans Receivable, net
Loans Receivable, net | 12 Months Ended |
Dec. 31, 2023 | |
Loans and Leases Receivable Disclosure [Abstract] | |
Loans Receivable, net | Loan Receivable, net Loan Receivable The Company funded a $5.0 million unsecured loan to Bloom Medicinals on June 10, 2022. The loan initially bore interest at a rate of 10.25% and is structured to increase annually in April by the product of 1.0225 times the interest rate in effect immediately prior to the anniversary date. The loan is interest only for the first four years and can be prepaid at any time without penalty. If full principal payment on the loan is not made on June 30, 2026, the loan will begin amortizing principal and interest over the next 5 years, with a final maturity of June 30, 2031. The loan is cross defaulted with their lease agreement with the Company. As of December 31, 2023 and December 31, 2022, the loan earned interest at a rate of 10.48% and 10.25%, respectively, and the aggregate principal amount outstanding on the unsecured loan receivable as of December 31, 2023 and 2022 was $5.0 million. CECL Reserve The Company recorded a provision for current expected credit loss on the $5.0 million unsecured loan (discussed above). Estimating the CECL allowance for credit loss requires significant judgement. The Company used a discounted cash flow analysis to determine the expected credit loss of approximately $167 thousand as of December 31, 2023, which is included in “Other Expense” on the consolidated statement of operations. |
Financings
Financings | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Financings | Financings Loan Payable, net 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 and $1.0 million were paid in January 2022 and January 2023, respectively. The remaining principal of $1.0 million and accrued interest is payable in January 2024 (refer to Note 16 for further information on the repayment). The discount has been fully amortized as of December 31, 2023 and the loans outstanding principal balance as of December 31, 2023 and 2022 was $1.0 million and $2.0 million, respectively. 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%. Note 6 – Financings (continued) As of December 31, 2023 and 2022, the Company had outstanding borrowings of $1.0 million under its Revolving Credit Facility, respectively. As of December 31, 2023, $89.0 million in funds available to be drawn, subject to sufficient collateral in the borrowing base. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Investor Rights Agreement Pursuant to our Investor Rights Agreement (the “Investor Rights Agreement”) HG Vora Capital Management, LLC (“HG Vora”), 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 and NL Ventures, LLC (“Pangea”) hold certain nomination rights with respect of members to our board of directors so long as they individually own in the aggregate certain percentages of the Company’s issued and outstanding common stock for 60 consecutive days. Separation and Retirement of Executive Officers |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2023 | |
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 1.8% and 1.7% ownership interest in the Operating Partnership at December 31, 2023 and 2022, respectively. The following table presents the activity for the Company’s noncontrolling interests issued by the Operating Partnership for the years ended December 31, 2023 and 2022: 2023 2022 OP Units Noncontrolling Interests % OP Units Noncontrolling Interests % Balance at January 1, 373,582 1.7 % 453,303 2.1 % OP Units Converted — (79,721) Balance at December 31, 373,582 1.8 % 373,582 1.7 % |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation The Company’s 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 the Company 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, 2023 and 2022, there were 1,950,251 and 2,081,600 shares, respectively, available for issuance under the Plan, which assumes maximum performance is achieved with respect to PSUs. Restricted Stock Units Restricted Stock Units (“RSU, RSUs”) are granted to certain directors, officers and employees of the Company. Per the terms of the agreements, certain director RSUs that vest cannot be converted until the director separates from the Company. Total outstanding RSUs as of December 31, 2023 and 2022 were 100,434 and 47,789, respectively. Unvested Restricted Stock Units The following table sets forth the Company’s unvested RSU activity for the years ended December 31, 2023 and 2022: 2023 2022 Number of Unvested Weighted-Average Grant Date Fair Value Per Share Number of Unvested Weighted-Average Grant Date Fair Value Per Share Balance at January 1, 29,255 $ 22.89 45,018 $ 27.49 Granted 59,031 $ 12.87 19,362 $ 20.54 Forfeited — $ — (8,566) $ 27.49 Vested (24,704) (1) $ 22.04 (26,559) $ 27.49 Balance at December 31, 63,582 $ 13.92 29,255 $ 22.89 (1) Vested shares does not include 2,666 shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the 2021 Equity Incentive Plan. Note 9 - Stock Based Compensation (continued) Vested Restricted Stock Units The following table sets forth the Company’s vested RSU activity for the years ended December 31, 2023 and 2022: 2023 2022 Number of Vested Shares of RSUs Weighted Average Grant Date Fair Value Per Share Number of Vested Shares of RSUs Weighted Average Grant Date Fair Value Per Share Balance at January 1, 18,534 $ 23.93 131,807 $ 21.31 Vested 24,704 $ 22.04 26,559 $ 27.49 Converted (6,386) (1) $ 27.49 (139,832) (2) $ 22.13 Balance at December 31, 36,852 $ 22.05 18,534 $ 23.93 (1) Represents the gross number of RSUs vested, which includes 2,666 shares withheld for taxes and not converted to common stock. (2) Represents the gross number of RSU’s vested, which includes 47,273 shares withheld for taxes and not converted to common stock. Each RSU represents the right to receive one share of common stock upon vesting. The vested RSUs are also entitled to receive an accumulated dividend payment equal to the dividends paid on each share of common stock during the vesting period. During the years ended December 31, 2023 and 2022, the Company paid $35,264 and $17,628, respectively of accumulated dividends that became earned upon vesting of RSUs. Accrued unearned dividends on unvested RSUs as of December 31, 2023 and 2022 were $114,189 and $38,575, respectively. The amortization of compensation costs for the awards of RSUs are classified in “Compensation Expense” in the accompanying consolidated statements of operations and amounted to approximately $0.7 million and $0.9 million for the years ended December 31, 2023 and 2022, 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. There was no accelerated expense during the year ended December 31, 2023. The remaining unrecognized compensation cost of approximately $0.6 million for RSU awards is expected to be recognized over a weighted average amortization period of 1.1 years as of December 31, 2023. Note 9 - Stock Based Compensation (continued) Performance Stock Units Performance Stock Units (“PSU, PSUs”) are granted to officers and certain employees of the Company. Total outstanding PSUs as of December 31, 2023 and 2022 were 103,000 and 66,841, respectively. The following table sets forth the Company’s unvested performance stock activity for the years ended December 31, 2023 and 2022: 2023 2022 Number of Unvested Weighted-Average Grant Date Fair Value Per Share Number of Unvested Weighted-Average Grant Date Fair Value Per Share Balance at January 1, 66,841 $ 24.04 77,742 $ 24.04 Granted 55,017 11.23 - - Cancelled (18,858) (1) $ 24.15 - - Forfeited - - (10,901) 24.03 Balance at December 31, 103,000 $ 17.18 66,841 $ 24.04 (1) The Company did not meet the performance hurdles for 18,858 PSUs granted on December 14, 2021. Accordingly, the awards were not issued on December 31, 2023, which was the end of the performance period. Under the terms of the Plan, the canceled PSUs were recycled back into the Plan. 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 206,000 depending upon performance. The performance periods are January 1, 2022 through December 31, 2024, and January 1, 2023 through December 31, 2025 and 47,983 and 55,017 PSUs are scheduled to vest at the end of each performance period, respectively. The fair value of PSUs is determined using a Monte Carlo simulation for our future stock price and the corresponding peer group. The grant date fair value is an equally weight value comprised of (i) total shareholder return of the Company and a peer group of companies (“rTSR”); and (ii) the Company’s absolute compound annual growth rate (“CAGR”). To derive the value of rTSR, the Company uses a stochastic stock price simulation model using Geometric Brownian Motion (“GBM”) to model the future stock prices of the Company and the peer group companies. The key inputs to the GBM model include the standard deviation of the movement of the share price, also expressed as stock price volatility. Historical volatility is analyzed for the Company and peer group companies based on publicly traded shares of common stock. The model also assists in deriving a value of the Company’s CAGR which is then subjected to the vesting percentages according to the terms of the PSU agreements. The key inputs to calculate CAGR are the ending stock price, initial stock price and vesting period. The GBM simulates the ending stock price that is used in the CAGR model to determine the grant date fair value. Using the above methodology, grant date fair values of $24.00 and $11.23 were used for PSUs with performance periods ending December 31, 2024 and 2025, 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 represents the right to receive one share of common stock upon vesting. Upon vesting each PSU is also entitled to receive an accumulated dividend payment equal to the dividend paid on each share of common stock during the performance period. If PSUs do not meet the performance hurdles and are cancelled, no dividends are paid on the cancelled units. During the years ended December 31, 2023 and 2022, no PSUs vested and therefore the Company did not pay any dividends. Unearned dividends on unvested PSUs as of December 31, 2023 and 2022 were $245,680 and $116,972, respectively. Note 9 - Stock Based Compensation (continued) The amortization of compensation costs for the awards of PSUs are classified in “Compensation Expense” in the accompanying consolidated statements of operations and amounted to approximately $0.8 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively. The remaining unrecognized compensation cost of approximately $0.8 million for PSU awards is expected to be recognized over a weighted average amortization period of 1.5 years as of December 31, 2023. 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. As of December 31, 2023 and 2022, the Options were fully exercisable and expire on July 15, 2027. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Warrants Issued On March 17, 2021, the Company entered into a warrant agreement which granted the holder the right to purchase 602,392 shares of common stock of the Company at a purchase price of $24.00 per share. Warrants were immediately exercisable and expire on July 15, 2027 . As of December 31, 2023 and 2022, the warrants were fully exercisable. Investment in Warrants |
Stockholder_s Equity
Stockholder’s Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Stockholder’s Equity Preferred Stock 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. As of December 31, 2023 and 2022, the Company had 100,000,000 shares of preferred stock authorized and 0 shares of Series A preferred stock outstanding. Common Stock On August 13, 2021, the Company completed its IPO of 3,905,950 shares of common stock, with a par value of $0.01 per share. Note 11 - Stockholder’s Equity (continued) 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. On September 15, 2023, the board of directors authorized an amendment to the stock repurchase program of up to an additional $10.0 million of outstanding common stock and extended the program through December 31, 2024.The stock repurchase program may be suspended or discontinued by us at any time and without prior notice. During the year ended December 31, 2023, pursuant to the stock repurchase program, the Company acquired 908,394 shares of common stock with an average purchase price, including commissions of $13.00 totaling approximately $11.8 million. The remaining availability under the stock repurchase program as of December 31, 2023 was approximately $8.2 million. The Company did not repurchase any shares of common stock under the stock repurchase program during the year ended December 31, 2022. Conversion of OP Units There were no OP Units converted to common stock during the year ended December 31, 2023. During the year ended December 31, 2022, 79,721 OP Units were converted one for one into shares of the Company’s common stock. Conversion of RSUs During the year ended December 31, 2023 and 2022, 3,720 and 92,559 RSUs were converted into shares of our common stock. Note 11 - Stockholder’s Equity (continued) Dividends The following tables describe the cash dividends declared on the Company’s common stock and vested RSUs and in the Company’s capacity as general partner of the operating partnership, authorized distributions on our OP Units declared by the Company during the years ended December 31, 2023 and 2022: Declaration Date Record Date Period Covered Distributions Paid Date Amount per Share/Unit March 7, 2023 March 31, 2023 January 1, 2023 to March 31, 2023 April 14, 2023 $ 0.39 June 15, 2023 June 30, 2023 April 1, 2023 to June 30, 2023 July 14, 2023 0.39 September 15, 2023 September 29, 2023 July 1, 2023 to September 30, 2023 October 13, 2023 0.39 December 14, 2023 December 29, 2023 October 1, 2023 to December 31, 2023 January 12, 2024 0.40 Total $ 1.57 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 31, 2022 January 13, 2023 0.39 Total $ 1.44 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Numerator: Net Income Attributable to Common Stockholders $ 24,585 $ 21,976 Add: Net Income Attributable to Noncontrolling Interest 438 380 Net Income Attributable to Common Stockholders - Diluted 25,023 22,356 Denominator: Weighted Average Shares of Common Stock Outstanding - Basic 21,169,010 21,418,484 Dilutive Effect of OP Units 373,582 392,305 Dilutive Effect of Unvested Restricted Stock Units 6,384 — Weighted Average Shares of Common Stock - Diluted 21,548,976 21,810,789 Earnings Per Share - Basic Net Income Attributable to Common Stockholders $ 1.16 $ 1.03 Earnings Per Share - Diluted Net Income Attributable to Common Stockholders $ 1.16 $ 1.03 Note 12 - Earnings Per Share (continued) During the year ended December 31, 2023, the effect of including OP Units and unvested RSUs were included in the Company’s calculation of weighted average shares of common stock outstanding – diluted. The effect of 175,952 and 602,392 outstanding stock options and warrants, respectively, were excluded in the Company’s calculation of weighted average shares of common stock outstanding – diluted as their inclusion would have been anti-dilutive. During the year ended December 31, 2022, the effect of including OP Units was included in the Company’s calculation of weighted average shares of common stock outstanding – diluted. The effect of 175,952 and 602,392 outstanding stock options and warrants, respectively, and 29,255 unvested RSUs were excluded in the Company’s calculation of weighted average shares of common stock outstanding – diluted as their inclusion would have been anti-dilutive. The Company does not include the effect of outstanding PSUs in the calculation of earnings per share due to the nature of the shares being performance based since there is no guarantee the PSUs will vest and be converted to common stock. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Note Receivable (1) $ 4,833 $ 4,748 $ 5,000 $ 4,952 Revolving Credit Facility (2) $ 1,000 $ 968 $ 1,000 $ 915 Loan Payable (2) $ 1,000 $ 992 $ 1,986 $ 1,942 (1) The fair value measurement of the $5.0 million Note Receivable is based on unobservable inputs, and as such, is classified as Level 3. The carrying value reflects the provision for current expected credit loss of $167 thousand (2) The fair value measurement of the Company’s Revolving Credit Facility and Loan Payable is based on observable inputs, and as such, are classified as Level 2. As of December 31, 2023, the Company’s i nvestment in warrants was valued based on the initial investment, less impairment. The Company determined the investment was not impaired as of December 31, 2023. Since these securities are not actively traded, the Company will apply valuation adjustments if and when such indicators become available. As such, these securities are carried at cost and are classified as Level 3 of the fair value hierarchy. Note 13 - Fair Value Measurements (continued) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a REIT, the Company is not subject to federal income tax to the extent that it makes qualifying distributions to its stockholders, and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution, and stock ownership tests. The state and local tax jurisdictions for which the Company is subject to tax-filing obligations recognize the Company’s status as a REIT, and therefore, the Company generally does not pay income tax in such jurisdictions. The Company may, however, be subject to certain minimum state and local tax filing fees as well as certain excise, franchise, or business taxes. Taxable REIT Subsidiarie s In October 2023, the Company elected to treat a domestic subsidiary as a TRS. The TRS is subject to U.S. federal, state and local corporate income taxes at the current federal statutory rate of 21%. The Company’s effective tax rate differs from its combined U.S. federal, state and local corporate statutory tax rate primarily due to income earned at the REIT, which is not subject to tax, due to the deduction for qualifying distributions made by the Company. For the year ended December 31, 2023, the TRS had limited activity and did not generate taxable income. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of December 31, 2023, the Company had aggregate unfunded commitments to invest $14.4 million to develop and improve of our existing cultivation facilities in Arizona, Missouri and Pennsylvania. Refer to Note 16- “Subsequent Events” for details on commitments the Company entered into after December 31, 2023. As of December 31, 2023, the Company is the lessee under one office lease. Refer to Note 4 for further information. 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Tenant Improvements Subsequent to December 31, 2023, the Company funded approximately $5.6 million of tenant improvements to our cultivation facilities in Arizona and Missouri. Note 16 - Subsequent Events (continued) Loan Payable On January 3, 2024, the Company made its annual principal and interest payment of approximately $1.0 million on its loan payable to the seller of a cultivation facility in Chaffee, Missouri. This represents the final installment payment on the Company’s loan payable. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 24,585 | $ 21,976 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation |
Consolidation | Basis of Presentation and Consolidation |
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 and corporate assets, the fair value of acquired real estate and in-place lease intangibles acquired and the valuation of stock-based compensation. Actual results could differ from those estimates. |
Real Estate | Real Estate Investments in real estate are presented at historical cost, less accumulated depreciation. Costs directly related to the properties’ acquisition, development, or redevelopment of the properties are capitalized. 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. The Company capitalizes cost associated with property and tenant improvements (“TI”) when it is considered the accounting owner of the improvements. Property and tenant improvements generally consist of building additions or significant upgrades to existing facilities and 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, determined 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 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 generally between 20 to 35 years and the amount allocated to site improvements at our buildings, if any, over the estimated useful lives, generally between 8 to 15 years. The Company amortizes the amount allocated to intangibles related to in-place leases over the remaining term of the lease. |
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 investments in 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. |
Sale of Real Estate | Sale of Real Estate The Company classifies real estate held for sale when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale, (iii) the property is actively being marketed for sale at a price that is reasonable, (iv) the sale of the property within one year is considered probable, and (v) significant change to the plan to sell the property is not expected. A property classified as held for sale is no longer depreciated and is required to be reported at the lower of its carrying value or its fair value less cost to sell. A real estate asset held for sale is classified as "Property Held for Sale" in the consolidated balance sheets. The Company recognizes gains or losses when real estate is sold in accordance with the provisions of Accounting Standards Codification ("ASC") ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, The gain or loss recorded is measured as the difference between the sales price less cost to sell and the carrying amount of the real estate asset. The gain or loss from the sale of real estate is recognized in the consolidated statements of operations. |
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 income, fees and reimbursables 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” in the consolidated balance sheets. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Loans Receivable, net | Loan Receivable, net Loans originated by the Company are initially recorded at their principal amount net of any premium or discount and is accounted for under ASC 326, Financial Instruments - Credit Losses ("CECL"). The CECL expected loss model requires the Company to record an allowance for the expected credit loss for the life of a loan receivable, which is recognized when the loan is either originated or acquired. The allowance for credit losses is deducted from, or added to the amortized cost basis of the loan receivable to present the net amount expected to be collected on the financial asset(s). At each reporting period, the Company updates its estimate and adjusts the allowance for credit losses accordingly. Changes in the allowance are recorded in the consolidated statement of operations in “Other Income (Expenses). Decreases in the allowance are recorded as a reversal of credit loss expense. The Company generally uses a discounted cash flow model approach to determine the credit loss, if any, for its loans receivable subject to the CECL guidance. 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. |
Investments in Equity Securities | Investment in Equity Securities The Company records its investment in warrants under ASC 321, Investments - Equity Securities (“ASC 321”). This guidance provides an alternative to the requirement to carry equity interests at fair value in accordance with ASC 820, Fair Value Measurement. The measurement alternative applies to certain equity interests without readily determinable fair values that are within the scope of ASC 321 and are otherwise required to be measured at fair value. Application of the measurement alternative is optional and is applied upon acquisition of an equity interest on an instrument-by-instrument basis. The Company elected to use the measurement alternative to value its investment in warrants which is reported at cost and is classified in “Other Assets” in the consolidated balance sheets. |
Deferred Financing Costs | Deferred Financing Costs |
Offering and Organization Costs | Offering and Organization Costs |
Loan Payable, net | Loan Payable, net The Company records its loan payable net of discount in 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. |
Lease Classification | Lease Classification The Company elected the practical expedients that allow an entity not to reassess upon adoption (i) whether an expired or existing contract contains a lease, (ii) the 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 |
Property Expenses | Property Expenses |
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. The Company elected to treat a domestic subsidiary as a taxable REIT subsidiary ("TRS") and may elect to treat other subsidiaries as TRSs in the future. In general, a TRS is utilized to hold assets and engage in activities that the Company cannot hold or engage in directly. Generally, a TRS may engage in any real estate or non-real estate-related business. A domestic TRS may declare dividends to the Company which will be included in the Company’s taxable income/(loss) and may necessitate a distribution to stockholders. Conversely, if the Company retains earnings at the domestic TRS level, no distribution is required. A domestic TRS is subject to U.S. federal, state and local corporate income taxes. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation expense for its equity awards in accordance with ASC 718 - Compensation-Stock Compensation (“ASC 718”). Restricted Stock Units Under ASC 718, stock based compensation expense for restricted stock units (“RSUs”) 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, the Company will reverse any previously recognized expense related to such awards in the period during which the forfeiture occurs. Performance Stock Units |
Earnings Per Share | Earnings Per Share The Company calculates earnings per share (“EPS”) in accordance with 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 |
Reclassifications | Reclassifications |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Description Effective 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. Recently Issued Accounting Pronouncements Description Effective Date Effect on Financial Statements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The update also requires disclosure regarding the chief operating decision maker and expands the interim segment disclosure requirements. For fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. For fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements. |
Real Estate (Tables)
Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Real Estate [Abstract] | |
Properties Acquired and Current Properties | The following table represents the Company’s real estate portfolio as of December 31, 2023 (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 $ (75) $ 854 Acreage Massachusetts Cultivation 481 9,310 9,791 (1,160) 8,631 Acreage Pennsylvania Cultivation 952 9,209 10,161 (1,107) 9,054 Ayr Wellness, Inc. Nevada Cultivation 1,002 12,577 13,579 (578) 13,001 Ayr Wellness, Inc. Pennsylvania Cultivation 2,964 11,565 14,529 (611) 13,918 Bloom Medicinal Missouri Cultivation 948 19,242 20,190 (512) (2) 19,678 Calypso Pennsylvania Cultivation 1,486 30,527 32,013 (1,419) (2) 30,594 Columbia Care California Dispensary 1,082 2,692 3,774 (241) 3,533 Columbia Care Illinois Dispensary 162 1,053 1,215 (91) 1,124 Columbia Care Illinois Cultivation 801 10,560 11,361 (920) 10,441 Columbia Care Massachusetts Dispensary 108 2,212 2,320 (213) 2,107 Columbia Care Massachusetts Cultivation 1,136 12,690 13,826 (1,483) 12,343 Cresco Labs Illinois Cultivation 276 50,456 50,732 (5,730) 45,002 Curaleaf Connecticut Dispensary 184 2,748 2,932 (255) 2,677 Curaleaf Florida Cultivation 388 75,595 75,983 (6,322) 69,661 Curaleaf Illinois Dispensary 69 525 594 (51) 543 Curaleaf Illinois Dispensary 65 959 1,024 (96) 928 Curaleaf Illinois Dispensary 606 1,128 1,734 (110) 1,624 Curaleaf Illinois Dispensary 281 3,072 3,353 (292) 3,061 Curaleaf North Dakota Dispensary 779 1,395 2,174 (135) 2,039 Curaleaf Ohio Dispensary 574 2,788 3,362 (309) 3,053 Curaleaf Pennsylvania Dispensary 877 1,041 1,918 (129) 1,789 Curaleaf Pennsylvania Dispensary 216 2,011 2,227 (191) 2,036 Greenlight (3) Arkansas Dispensary 238 1,919 2,157 (183) 1,974 Mint Arizona Cultivation 2,400 14,822 17,222 — (2) 17,222 Organic Remedies Missouri Cultivation 204 20,897 21,101 (2,181) 18,920 PharmaCann Massachusetts Dispensary 411 1,701 2,112 (287) 1,825 PharmaCann Ohio Dispensary 281 1,269 1,550 (42) 1,508 PharmaCann Pennsylvania Dispensary 44 1,271 1,315 (110) 1,205 Revolutionary Clinics Massachusetts Cultivation 926 41,934 42,860 (3,070) 39,790 Trulieve Pennsylvania Cultivation 1,061 43,209 44,270 (4,096) 40,174 Total Real Estate $ 21,397 $ 390,911 $ 412,308 $ (31,999) $ 380,309 (1) Includes construction in progress in the amount of $24.2 million that had been funded as of December 31, 2023. (2) A portion of this investment is currently under development or undergoing building improvements. Once the development or improvements are completed and placed-in-service, the Company will begin depreciating the applicable part of the property. (3) GL Partners, Inc. (dba Greenlight), acquired the tenant and was added as a guarantor. Curaleaf remains as an additional 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 $ (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. (dba Greenlight), acquired the tenant and was added as a guarantor. Curaleaf remains an as additional guarantor subject to certain conditions in the lease agreement. (3) This property is under development. Once the development is completed and placed-in-service, the Company will begin depreciating this asset. The following table presents the real estate acquisitions for the year ended December 31, 2023 (in thousands): Tenant Market Site Type Closing Date Real Estate Acquisition Costs Bloom Medicinal Missouri Cultivation March 3, 2023 $ 350 Total $ 350 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 Medicinals 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 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. (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. Note 3 - Real Estate (continued) |
Tenant Improvements Funded | The following table presents the tenant improvements funded for the year ended December 31, 2023 (in thousands): Tenant Market Site Type Closing Date TI Funded Unfunded Commitments Mint Arizona Cultivation June 24, 2021 $ 4,281 $ 3,788 (1) Organic Remedies Missouri Cultivation December 20, 2021 282 — Bloom Medicinal Missouri Cultivation April 1, 2022 7,858 8,826 Ayr Wellness, Inc. Pennsylvania Cultivation June 30, 2022 — 750 Calypso Pennsylvania Cultivation August 5, 2022 2,013 987 Total $ 14,434 $ 14,351 (1) Effective June 1, 2023, the lease agreement was amended to include an additional TI commitment of approximately $6.5 million. 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 ‘(3) (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 had 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 commitments did not include an option, because the Company did not have an obligation to acquire the adjacent property from an existing tenant and fund TIs. |
Construction in Progress | The following table summarizes the construction in progress balance for the year ended December 31, 2023 (in thousands): Tenant Site Type Beginning Balance 01/01/2023 Fundings Placed-in-Service Ending Balance 12/31/2023 Mint Cultivation $ 1,569 $ (1,569) (1) $ — $ — Mint Cultivation 10,541 4,281 — 14,822 Bloom Medicinals Cultivation — 7,324 — 7,324 Calypso Cultivation — 2,013 — 2,013 $ 12,110 $ 12,049 $ — $ 24,159 (1) These tenant improvements were never placed in service. The property was sold on October 27, 2023. The following table summarizes the construction in progress balance for the year ended December 31, 2022 (in thousands): Tenant Site Type Beginning Balance 01/01/2022 Fundings Placed-in-service Ending Balance 12/31/2022 Trulieve Cultivation $ 8,453 $ 7,047 $ (15,500) $ — PharmaCann Dispensary 269 (269) (1) — — Mint Cultivation 1,220 349 — 1,569 Mint Cultivation 3,127 7,414 — 10,541 Organic Remedies Cultivation — 4,745 (4,745) — Bloom Medicinals Cultivation — 9,468 (9,468) — $ 13,069 $ 28,754 $ (29,713) $ 12,110 (1) These tenant improvements were never placed in service. The property was sold on March 21, 2022. |
Future Amortization Expense | The following table presents the future amortization of the Company’s acquired in-place leases as of December 31, 2023 (in thousands): Year Amortization Expense 2024 $ 1,985 2025 1,985 2026 1,985 2027 1,985 2028 1,985 Thereafter 9,854 Total $ 19,779 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Future Contractual Minimum Rent | The following table presents the future contractual minimum rent under the Company’s operating leases as of December 31, 2023 (in thousands): Year Contractual Minimum Rent (1) 2024 $ 49,390 2025 51,421 2026 52,966 2027 54,345 2028 55,760 Thereafter 544,835 Total $ 808,717 (1) This table includes future contractual minimum rent from the Company’s existing lease agreements as of December 31, 2023. |
Tenants and States in Portfolio that Represents the Largest Percentage of Total Revenue | The following table presents the tenants in the Company’s portfolio that represented the largest percentage of the Company’s total rental revenue, excluding reimbursable revenues, for each of the periods presented: For the Year Ended December 31, 2023 2022 Tenant Number of Leases Percentage of Rental Revenue (1) Tenant Number of Percentage of Rental Revenue (1) Curaleaf 10 24% Curaleaf 10 24% Cresco Labs 1 14% Cresco Labs 1 15% Trulieve 1 12% Trulieve 1 13% Columbia Care 5 9% Revolutionary Clinics 1 12% Calypso 1 (2) 7% Columbia Care 5 10% (1) Calculated based on rental income received during the period. This amount excludes revenue reimbursements. (2) This tenant held a mortgage loan during the six months ended June 30, 2022, therefore the Company received interest income rather than rental income during that period. In August 2022, the mortgage loan converted to a twenty year sale-leaseback. The following table presents the states in the Company’s portfolio that represented the largest percentage of the Company’s total rental income, excluding reimbursable revenues, for each of the periods presented: For the Year Ended December 31, 2023 2022 State Number of Properties Percentage of Rental Income State Number of Properties Percentage of Rental Income Pennsylvania 7 27% Pennsylvania 7 23% Florida 1 20% Massachusetts 7 (2) 21% Illinois 7 19% Illinois 7 20% Massachusetts 6 (1) 14% Florida 1 19% Missouri 2 9% Missouri 2 7% (1) Included in the number of properties and revenue is one Massachusetts property sold in October 2023. (2) Included in the number of properties and revenue is one Massachusetts property sold in March 2022. |
Future Contractual Rent Obligations | The following table presents the future contractual rent obligations as lessee as December 31, 2023 (in thousands): Year Amount 2024 $ 75 2025 77 2026 52 (1) Total Future Contractual Lease Payments $ 204 Amount Discounted Using Incremental Borrowing Rate (19) Total Lease Liability $ 185 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | The following table presents the activity for the Company’s noncontrolling interests issued by the Operating Partnership for the years ended December 31, 2023 and 2022: 2023 2022 OP Units Noncontrolling Interests % OP Units Noncontrolling Interests % Balance at January 1, 373,582 1.7 % 453,303 2.1 % OP Units Converted — (79,721) Balance at December 31, 373,582 1.8 % 373,582 1.7 % |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Unvested Restricted Stock Activity | The following table sets forth the Company’s unvested RSU activity for the years ended December 31, 2023 and 2022: 2023 2022 Number of Unvested Weighted-Average Grant Date Fair Value Per Share Number of Unvested Weighted-Average Grant Date Fair Value Per Share Balance at January 1, 29,255 $ 22.89 45,018 $ 27.49 Granted 59,031 $ 12.87 19,362 $ 20.54 Forfeited — $ — (8,566) $ 27.49 Vested (24,704) (1) $ 22.04 (26,559) $ 27.49 Balance at December 31, 63,582 $ 13.92 29,255 $ 22.89 (1) Vested shares does not include 2,666 shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the 2021 Equity Incentive Plan. |
Vested Restricted Stock Activity | The following table sets forth the Company’s vested RSU activity for the years ended December 31, 2023 and 2022: 2023 2022 Number of Vested Shares of RSUs Weighted Average Grant Date Fair Value Per Share Number of Vested Shares of RSUs Weighted Average Grant Date Fair Value Per Share Balance at January 1, 18,534 $ 23.93 131,807 $ 21.31 Vested 24,704 $ 22.04 26,559 $ 27.49 Converted (6,386) (1) $ 27.49 (139,832) (2) $ 22.13 Balance at December 31, 36,852 $ 22.05 18,534 $ 23.93 (1) Represents the gross number of RSUs vested, which includes 2,666 shares withheld for taxes and not converted to common stock. (2) Represents the gross number of RSU’s vested, which includes 47,273 shares withheld for taxes and not converted to common stock. |
Unvested Performance Stock Activity | The following table sets forth the Company’s unvested performance stock activity for the years ended December 31, 2023 and 2022: 2023 2022 Number of Unvested Weighted-Average Grant Date Fair Value Per Share Number of Unvested Weighted-Average Grant Date Fair Value Per Share Balance at January 1, 66,841 $ 24.04 77,742 $ 24.04 Granted 55,017 11.23 - - Cancelled (18,858) (1) $ 24.15 - - Forfeited - - (10,901) 24.03 Balance at December 31, 103,000 $ 17.18 66,841 $ 24.04 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Dividends | The following tables describe the cash dividends declared on the Company’s common stock and vested RSUs and in the Company’s capacity as general partner of the operating partnership, authorized distributions on our OP Units declared by the Company during the years ended December 31, 2023 and 2022: Declaration Date Record Date Period Covered Distributions Paid Date Amount per Share/Unit March 7, 2023 March 31, 2023 January 1, 2023 to March 31, 2023 April 14, 2023 $ 0.39 June 15, 2023 June 30, 2023 April 1, 2023 to June 30, 2023 July 14, 2023 0.39 September 15, 2023 September 29, 2023 July 1, 2023 to September 30, 2023 October 13, 2023 0.39 December 14, 2023 December 29, 2023 October 1, 2023 to December 31, 2023 January 12, 2024 0.40 Total $ 1.57 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 31, 2022 January 13, 2023 0.39 Total $ 1.44 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Numerator: Net Income Attributable to Common Stockholders $ 24,585 $ 21,976 Add: Net Income Attributable to Noncontrolling Interest 438 380 Net Income Attributable to Common Stockholders - Diluted 25,023 22,356 Denominator: Weighted Average Shares of Common Stock Outstanding - Basic 21,169,010 21,418,484 Dilutive Effect of OP Units 373,582 392,305 Dilutive Effect of Unvested Restricted Stock Units 6,384 — Weighted Average Shares of Common Stock - Diluted 21,548,976 21,810,789 Earnings Per Share - Basic Net Income Attributable to Common Stockholders $ 1.16 $ 1.03 Earnings Per Share - Diluted Net Income Attributable to Common Stockholders $ 1.16 $ 1.03 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Note Receivable (1) $ 4,833 $ 4,748 $ 5,000 $ 4,952 Revolving Credit Facility (2) $ 1,000 $ 968 $ 1,000 $ 915 Loan Payable (2) $ 1,000 $ 992 $ 1,986 $ 1,942 (1) The fair value measurement of the $5.0 million Note Receivable is based on unobservable inputs, and as such, is classified as Level 3. The carrying value reflects the provision for current expected credit loss of $167 thousand (2) The fair value measurement of the Company’s Revolving Credit Facility and Loan Payable is based on observable inputs, and as such, are classified as Level 2. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Variable Interest Entity [Line Items] | |
Number of reportable segments | 1 |
Building and Building Improvements | Minimum | |
Variable Interest Entity [Line Items] | |
Depreciation period (in years) | 20 years |
Building and Building Improvements | Maximum | |
Variable Interest Entity [Line Items] | |
Depreciation period (in years) | 35 years |
Building Improvements | Minimum | |
Variable Interest Entity [Line Items] | |
Depreciation period (in years) | 8 years |
Building Improvements | Maximum | |
Variable Interest Entity [Line Items] | |
Depreciation period (in years) | 15 years |
Real Estate - Narrative (Detail
Real Estate - Narrative (Details) $ in Thousands | 12 Months Ended | ||||||
Oct. 27, 2023 USD ($) | Mar. 21, 2022 USD ($) property | Dec. 31, 2023 USD ($) state property | Dec. 31, 2022 USD ($) property cultivation_site dispensary state | Aug. 05, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 29, 2021 USD ($) | |
Real Estate [Line Items] | |||||||
Number of properties | property | 31 | 32 | |||||
Number of states where real estate property is owned | state | 12 | 12 | |||||
Acquisition of real estate | $ 350 | $ 36,969 | |||||
Unfunded Commitments | 14,351 | $ 3,120 | |||||
Number of acquired cultivation facilities | cultivation_site | 4 | ||||||
Number of acquired dispensaries | dispensary | 1 | ||||||
Mortgage loan receivable | 4,833 | $ 5,000 | |||||
Funded tenant improvements | 14,434 | 45,245 | |||||
Investment in property | 380,309 | 379,738 | |||||
Construction in progress | 24,159 | 12,110 | $ 13,069 | ||||
Depreciation expense | 12,300 | 10,600 | |||||
Amortization of acquired in-place lease intangible assets | 2,000 | 2,200 | |||||
Impairment loss | 0 | 0 | |||||
Cultivation Facility In Missouri | |||||||
Real Estate [Line Items] | |||||||
Unfunded Commitments | 16,200 | ||||||
Building and Improvements | |||||||
Real Estate [Line Items] | |||||||
Construction in progress | 24,200 | 12,100 | |||||
Mint Massachusetts Property | |||||||
Real Estate [Line Items] | |||||||
Proceeds from sale | $ 2,000 | ||||||
Investment in property | $ 1,900 | ||||||
PharmaCann Massachusetts Property | |||||||
Real Estate [Line Items] | |||||||
Number of properties | property | 2 | ||||||
Proceeds from sale | $ 800 | ||||||
Number of properties sold | property | 1 | ||||||
Losses on sale of property | $ 60 | ||||||
Wholly Owned Properties | |||||||
Real Estate [Line Items] | |||||||
Acquisition of real estate | $ 350 | 66,959 | |||||
Wholly Owned Properties | Calypso | Pennsylvania | |||||||
Real Estate [Line Items] | |||||||
Acquisition of real estate | $ 30,000 | ||||||
Wholly Owned Properties | Calypso | Pennsylvania | Mortgage Receivable | |||||||
Real Estate [Line Items] | |||||||
Mortgage loan receivable | $ 30,000 | $ 30,000 | |||||
Leases, Acquired-in-Place | |||||||
Real Estate [Line Items] | |||||||
Weighted average remaining amortization period (in years) | 10 years 2 months 12 days |
Real Estate - Properties Acquir
Real Estate - Properties Acquired and Current Properties (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Apr. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 05, 2022 | Dec. 31, 2021 | Oct. 29, 2021 | |
Real Estate [Line Items] | ||||||
Land | $ 21,397 | $ 21,427 | ||||
Building and Improvements | 390,911 | 378,047 | ||||
Total Real Estate | 412,308 | 399,474 | ||||
Accumulated Depreciation | (31,999) | (19,736) | ||||
Net Real Estate | 380,309 | 379,738 | ||||
Construction in progress | 24,159 | 12,110 | $ 13,069 | |||
Payments for purchase of adjacent parcel | 350 | 36,969 | ||||
Funded tenant improvements | 14,434 | 45,245 | ||||
Mortgage loan receivable | 4,833 | 5,000 | ||||
Building and Improvements | ||||||
Real Estate [Line Items] | ||||||
Construction in progress | 24,200 | 12,100 | ||||
Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Payments for purchase of adjacent parcel | 350 | 66,959 | ||||
Ayr Wellness, Inc. | Nevada | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Payments for purchase of adjacent parcel | 13,579 | |||||
Ayr Wellness, Inc. | Pennsylvania | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Payments for purchase of adjacent parcel | 14,529 | |||||
Bloom Medicinal | Missouri | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Payments for purchase of adjacent parcel | 350 | 7,301 | ||||
Funded tenant improvements | $ 5,000 | |||||
Calypso | Pennsylvania | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Payments for purchase of adjacent parcel | 30,000 | |||||
Calypso | Pennsylvania | Wholly Owned Properties | Mortgage Receivable | ||||||
Real Estate [Line Items] | ||||||
Mortgage loan receivable | $ 30,000 | $ 30,000 | ||||
PharmaCann | Ohio | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Payments for purchase of adjacent parcel | 1,550 | |||||
Dispensary | Acreage | Connecticut | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 395 | 395 | ||||
Building and Improvements | 534 | 534 | ||||
Total Real Estate | 929 | 929 | ||||
Accumulated Depreciation | (75) | (57) | ||||
Net Real Estate | 854 | 872 | ||||
Dispensary | Columbia Care | California | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 1,082 | 1,082 | ||||
Building and Improvements | 2,692 | 2,692 | ||||
Total Real Estate | 3,774 | 3,774 | ||||
Accumulated Depreciation | (241) | (155) | ||||
Net Real Estate | 3,533 | 3,619 | ||||
Dispensary | Columbia Care | Illinois | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 162 | 162 | ||||
Building and Improvements | 1,053 | 1,053 | ||||
Total Real Estate | 1,215 | 1,215 | ||||
Accumulated Depreciation | (91) | (58) | ||||
Net Real Estate | 1,124 | 1,157 | ||||
Dispensary | Columbia Care | Massachusetts | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 108 | 108 | ||||
Building and Improvements | 2,212 | 2,212 | ||||
Total Real Estate | 2,320 | 2,320 | ||||
Accumulated Depreciation | (213) | (137) | ||||
Net Real Estate | 2,107 | 2,183 | ||||
Dispensary | Curaleaf | Connecticut | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 184 | 184 | ||||
Building and Improvements | 2,748 | 2,748 | ||||
Total Real Estate | 2,932 | 2,932 | ||||
Accumulated Depreciation | (255) | (164) | ||||
Net Real Estate | 2,677 | 2,768 | ||||
Dispensary | Curaleaf | Illinois | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 69 | 69 | ||||
Building and Improvements | 525 | 525 | ||||
Total Real Estate | 594 | 594 | ||||
Accumulated Depreciation | (51) | (33) | ||||
Net Real Estate | 543 | 561 | ||||
Dispensary | Curaleaf | Illinois | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 65 | 65 | ||||
Building and Improvements | 959 | 959 | ||||
Total Real Estate | 1,024 | 1,024 | ||||
Accumulated Depreciation | (96) | (62) | ||||
Net Real Estate | 928 | 962 | ||||
Dispensary | Curaleaf | Illinois | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 606 | 606 | ||||
Building and Improvements | 1,128 | 1,128 | ||||
Total Real Estate | 1,734 | 1,734 | ||||
Accumulated Depreciation | (110) | (71) | ||||
Net Real Estate | 1,624 | 1,663 | ||||
Dispensary | Curaleaf | Illinois | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 281 | 281 | ||||
Building and Improvements | 3,072 | 3,072 | ||||
Total Real Estate | 3,353 | 3,353 | ||||
Accumulated Depreciation | (292) | (188) | ||||
Net Real Estate | 3,061 | 3,165 | ||||
Dispensary | Curaleaf | North Dakota | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 779 | 779 | ||||
Building and Improvements | 1,395 | 1,395 | ||||
Total Real Estate | 2,174 | 2,174 | ||||
Accumulated Depreciation | (135) | (91) | ||||
Net Real Estate | 2,039 | 2,083 | ||||
Dispensary | Curaleaf | Ohio | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 574 | 574 | ||||
Building and Improvements | 2,788 | 2,788 | ||||
Total Real Estate | 3,362 | 3,362 | ||||
Accumulated Depreciation | (309) | (198) | ||||
Net Real Estate | 3,053 | 3,164 | ||||
Dispensary | Curaleaf | Pennsylvania | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 877 | 877 | ||||
Building and Improvements | 1,041 | 1,041 | ||||
Total Real Estate | 1,918 | 1,918 | ||||
Accumulated Depreciation | (129) | (83) | ||||
Net Real Estate | 1,789 | 1,835 | ||||
Dispensary | Curaleaf | Pennsylvania | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 216 | 216 | ||||
Building and Improvements | 2,011 | 2,011 | ||||
Total Real Estate | 2,227 | 2,227 | ||||
Accumulated Depreciation | (191) | (122) | ||||
Net Real Estate | 2,036 | 2,105 | ||||
Dispensary | Greenlight | Arkansas | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 238 | 238 | ||||
Building and Improvements | 1,919 | 1,919 | ||||
Total Real Estate | 2,157 | 2,157 | ||||
Accumulated Depreciation | (183) | (117) | ||||
Net Real Estate | 1,974 | 2,040 | ||||
Dispensary | PharmaCann | ||||||
Real Estate [Line Items] | ||||||
Construction in progress | 0 | 269 | ||||
Dispensary | PharmaCann | Massachusetts | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 411 | 411 | ||||
Building and Improvements | 1,701 | 1,701 | ||||
Total Real Estate | 2,112 | 2,112 | ||||
Accumulated Depreciation | (287) | (184) | ||||
Net Real Estate | 1,825 | 1,928 | ||||
Dispensary | PharmaCann | Ohio | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 281 | 281 | ||||
Building and Improvements | 1,269 | 1,269 | ||||
Total Real Estate | 1,550 | 1,550 | ||||
Accumulated Depreciation | (42) | (6) | ||||
Net Real Estate | 1,508 | 1,544 | ||||
Dispensary | PharmaCann | Pennsylvania | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 44 | 44 | ||||
Building and Improvements | 1,271 | 1,271 | ||||
Total Real Estate | 1,315 | 1,315 | ||||
Accumulated Depreciation | (110) | (71) | ||||
Net Real Estate | 1,205 | 1,244 | ||||
Cultivation | Acreage | Massachusetts | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 481 | 481 | ||||
Building and Improvements | 9,310 | 9,310 | ||||
Total Real Estate | 9,791 | 9,791 | ||||
Accumulated Depreciation | (1,160) | (884) | ||||
Net Real Estate | 8,631 | 8,907 | ||||
Cultivation | Acreage | Pennsylvania | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 952 | 952 | ||||
Building and Improvements | 9,209 | 9,209 | ||||
Total Real Estate | 10,161 | 10,161 | ||||
Accumulated Depreciation | (1,107) | (844) | ||||
Net Real Estate | 9,054 | 9,317 | ||||
Cultivation | Ayr Wellness, Inc. | Nevada | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 1,002 | 1,002 | ||||
Building and Improvements | 12,577 | 12,577 | ||||
Total Real Estate | 13,579 | 13,579 | ||||
Accumulated Depreciation | (578) | (203) | ||||
Net Real Estate | 13,001 | 13,376 | ||||
Cultivation | Ayr Wellness, Inc. | Pennsylvania | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 2,964 | 2,964 | ||||
Building and Improvements | 11,565 | 11,565 | ||||
Total Real Estate | 14,529 | 14,529 | ||||
Accumulated Depreciation | (611) | (215) | ||||
Net Real Estate | 13,918 | 14,314 | ||||
Cultivation | Bloom Medicinal | ||||||
Real Estate [Line Items] | ||||||
Construction in progress | 7,324 | 0 | 0 | |||
Cultivation | Bloom Medicinal | Missouri | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 948 | 598 | ||||
Building and Improvements | 19,242 | 11,385 | ||||
Total Real Estate | 20,190 | 11,983 | ||||
Accumulated Depreciation | (512) | (139) | ||||
Net Real Estate | 19,678 | 11,844 | ||||
Cultivation | Calypso | ||||||
Real Estate [Line Items] | ||||||
Construction in progress | 2,013 | 0 | ||||
Cultivation | Calypso | Pennsylvania | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 1,486 | 1,486 | ||||
Building and Improvements | 30,527 | 28,514 | ||||
Total Real Estate | 32,013 | 30,000 | ||||
Accumulated Depreciation | (1,419) | (417) | ||||
Net Real Estate | 30,594 | 29,583 | ||||
Cultivation | Columbia Care | Illinois | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 801 | 801 | ||||
Building and Improvements | 10,560 | 10,560 | ||||
Total Real Estate | 11,361 | 11,361 | ||||
Accumulated Depreciation | (920) | (590) | ||||
Net Real Estate | 10,441 | 10,771 | ||||
Cultivation | Columbia Care | Massachusetts | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 1,136 | 1,136 | ||||
Building and Improvements | 12,690 | 12,690 | ||||
Total Real Estate | 13,826 | 13,826 | ||||
Accumulated Depreciation | (1,483) | (944) | ||||
Net Real Estate | 12,343 | 12,882 | ||||
Cultivation | Cresco Labs | Illinois | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 276 | 276 | ||||
Building and Improvements | 50,456 | 50,456 | ||||
Total Real Estate | 50,732 | 50,732 | ||||
Accumulated Depreciation | (5,730) | (4,282) | ||||
Net Real Estate | 45,002 | 46,450 | ||||
Cultivation | Curaleaf | Florida | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 388 | 388 | ||||
Building and Improvements | 75,595 | 75,595 | ||||
Total Real Estate | 75,983 | 75,983 | ||||
Accumulated Depreciation | (6,322) | (4,093) | ||||
Net Real Estate | 69,661 | 71,890 | ||||
Cultivation | Mint | ||||||
Real Estate [Line Items] | ||||||
Construction in progress | 0 | 1,569 | 1,220 | |||
Cultivation | Mint | Arizona | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 2,400 | 2,400 | ||||
Building and Improvements | 14,822 | 10,541 | ||||
Total Real Estate | 17,222 | 12,941 | ||||
Accumulated Depreciation | 0 | 0 | ||||
Net Real Estate | 17,222 | 12,941 | ||||
Cultivation | Mint | ||||||
Real Estate [Line Items] | ||||||
Construction in progress | 14,822 | 10,541 | 3,127 | |||
Cultivation | Mint | Massachusetts | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 380 | |||||
Building and Improvements | 1,569 | |||||
Total Real Estate | 1,949 | |||||
Accumulated Depreciation | 0 | |||||
Net Real Estate | 1,949 | |||||
Cultivation | Organic Remedies | ||||||
Real Estate [Line Items] | ||||||
Construction in progress | 0 | 0 | ||||
Cultivation | Organic Remedies | Missouri | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 204 | 204 | ||||
Building and Improvements | 20,897 | 20,615 | ||||
Total Real Estate | 21,101 | 20,819 | ||||
Accumulated Depreciation | (2,181) | (1,105) | ||||
Net Real Estate | 18,920 | 19,714 | ||||
Cultivation | Revolutionary Clinics | Massachusetts | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 926 | 926 | ||||
Building and Improvements | 41,934 | 41,934 | ||||
Total Real Estate | 42,860 | 42,860 | ||||
Accumulated Depreciation | (3,070) | (1,861) | ||||
Net Real Estate | 39,790 | 40,999 | ||||
Cultivation | Trulieve | ||||||
Real Estate [Line Items] | ||||||
Construction in progress | 0 | $ 8,453 | ||||
Cultivation | Trulieve | Pennsylvania | Wholly Owned Properties | ||||||
Real Estate [Line Items] | ||||||
Land | 1,061 | 1,061 | ||||
Building and Improvements | 43,209 | 43,209 | ||||
Total Real Estate | 44,270 | 44,270 | ||||
Accumulated Depreciation | (4,096) | (2,362) | ||||
Net Real Estate | $ 40,174 | $ 41,908 |
Real Estate - Tenant Improvemen
Real Estate - Tenant Improvements Funded (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 01, 2023 | |
Real Estate [Line Items] | |||
TI Funded | $ 14,434 | $ 45,245 | |
Unfunded Commitments | 14,351 | 3,120 | |
Arizona | Mint | |||
Real Estate [Line Items] | |||
TI Funded | 4,281 | 7,415 | |
Unfunded Commitments | 3,788 | 1,554 | $ 6,500 |
Missouri | Organic Remedies | |||
Real Estate [Line Items] | |||
TI Funded | 282 | 4,745 | |
Unfunded Commitments | 0 | 282 | |
Missouri | Bloom Medicinal | |||
Real Estate [Line Items] | |||
TI Funded | 7,858 | 4,682 | |
Unfunded Commitments | 8,826 | 534 | |
Pennsylvania | Ayr Wellness, Inc. | |||
Real Estate [Line Items] | |||
TI Funded | 0 | 0 | |
Unfunded Commitments | 750 | 750 | |
Pennsylvania | Calypso | |||
Real Estate [Line Items] | |||
TI Funded | 2,013 | ||
Unfunded Commitments | $ 987 | ||
Pennsylvania | Trulieve | |||
Real Estate [Line Items] | |||
TI Funded | 7,046 | ||
Unfunded Commitments | 0 | ||
Florida | Curaleaf | |||
Real Estate [Line Items] | |||
TI Funded | 20,983 | ||
Unfunded Commitments | 0 | ||
Massachusetts | Mint | |||
Real Estate [Line Items] | |||
TI Funded | 349 | ||
Unfunded Commitments | 0 | ||
Massachusetts | PharmaCann | |||
Real Estate [Line Items] | |||
TI Funded | 25 | ||
Unfunded Commitments | $ 0 |
Real Estate - Construction in P
Real Estate - Construction in Progress (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Construction In Progress [Roll Forward] | ||
Beginning Balance | $ 12,110 | $ 13,069 |
Fundings | 12,049 | 28,754 |
Placed-in-Service | 0 | (29,713) |
Ending Balance | 24,159 | 12,110 |
Cultivation | Mint | ||
Construction In Progress [Roll Forward] | ||
Beginning Balance | 1,569 | 1,220 |
Fundings | (1,569) | 349 |
Placed-in-Service | 0 | 0 |
Ending Balance | 0 | 1,569 |
Cultivation | Mint | ||
Construction In Progress [Roll Forward] | ||
Beginning Balance | 10,541 | 3,127 |
Fundings | 4,281 | 7,414 |
Placed-in-Service | 0 | 0 |
Ending Balance | 14,822 | 10,541 |
Cultivation | Bloom Medicinal | ||
Construction In Progress [Roll Forward] | ||
Beginning Balance | 0 | 0 |
Fundings | 7,324 | 9,468 |
Placed-in-Service | 0 | (9,468) |
Ending Balance | 7,324 | 0 |
Cultivation | Calypso | ||
Construction In Progress [Roll Forward] | ||
Beginning Balance | 0 | |
Fundings | 2,013 | |
Placed-in-Service | 0 | |
Ending Balance | 2,013 | 0 |
Cultivation | Trulieve | ||
Construction In Progress [Roll Forward] | ||
Beginning Balance | 0 | 8,453 |
Fundings | 7,047 | |
Placed-in-Service | (15,500) | |
Ending Balance | 0 | |
Cultivation | Organic Remedies | ||
Construction In Progress [Roll Forward] | ||
Beginning Balance | 0 | 0 |
Fundings | 4,745 | |
Placed-in-Service | (4,745) | |
Ending Balance | 0 | |
Dispensary | PharmaCann | ||
Construction In Progress [Roll Forward] | ||
Beginning Balance | $ 0 | 269 |
Fundings | (269) | |
Placed-in-Service | 0 | |
Ending Balance | $ 0 |
Real Estate - Future Amortizati
Real Estate - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Real Estate [Abstract] | ||
2024 | $ 1,985 | |
2025 | 1,985 | |
2026 | 1,985 | |
2027 | 1,985 | |
2028 | 1,985 | |
Thereafter | 9,854 | |
Total | $ 19,779 | $ 21,765 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | |||||
Nov. 15, 2023 USD ($) installment | Oct. 27, 2023 USD ($) shares | Dec. 31, 2023 USD ($) lease property tenant state | Dec. 31, 2022 USD ($) property tenant state | Jun. 30, 2022 USD ($) | Dec. 31, 2019 lease | |
Lessor, Lease, Description [Line Items] | ||||||
Reimbursable revenue | $ 255,800 | $ 206,300 | ||||
Number of leases with purchase option | lease | 2 | 2 | ||||
Total real estate | $ 412,308,000 | $ 399,474,000 | ||||
Number of properties | property | 31 | 32 | ||||
Number of tenants | tenant | 13 | 13 | ||||
Number of states where real estate property is owned | state | 12 | 12 | ||||
Number of leases | lease | 1 | |||||
ROU asset | $ 273,000 | |||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets | Other Assets | Other Assets | |||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities | Other Liabilities | Other Liabilities | |||
Weighted-average discount rate | 5.65% | |||||
Remaining lease term (in years) | 2 years 8 months 12 days | |||||
One Office Lease | ||||||
Lessor, Lease, Description [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 | |||||
Revolutionary Clinics | ||||||
Lessor, Lease, Description [Line Items] | ||||||
Extension term (in years) | 5 years | |||||
Proceeds from unpaid rent | $ 480,000 | |||||
Security deposit | 315,000 | |||||
Right of use asset under forbearance agreement | $ 2,000,000 | |||||
Calypso | ||||||
Lessor, Lease, Description [Line Items] | ||||||
Decrease in rental income | $ 3,000,000 | |||||
Term of rent escrow (in months) | 6 months | |||||
Additional rental income | $ 1,500,000 | |||||
Number of installments | installment | 5 | |||||
Term of additional rent (in months) | 18 months | |||||
Real Estate Investment, Leased Assets with Option to Purchase | ||||||
Lessor, Lease, Description [Line Items] | ||||||
Total real estate | $ 6,300,000 | |||||
Warrant | Revolutionary Clinics | ||||||
Lessor, Lease, Description [Line Items] | ||||||
Number of common units if warrants exercised (in shares) | shares | 26,058 | |||||
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 Min
Leases - Future Contractual Minimum Rent (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 49,390 |
2025 | 51,421 |
2026 | 52,966 |
2027 | 54,345 |
2028 | 55,760 |
Thereafter | 544,835 |
Total | $ 808,717 |
Leases - Tenants and States in
Leases - Tenants and States in Portfolio that Represents the Largest Percentage of Total Revenue (Details) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2022 | Dec. 31, 2023 lease property | Dec. 31, 2022 property lease | |
Pennsylvania | |||
Lessor, Lease, Description [Line Items] | |||
Number of Properties | property | 7 | 7 | |
Percentage of Rental Revenue | 27% | 23% | |
Florida | |||
Lessor, Lease, Description [Line Items] | |||
Number of Properties | property | 1 | 7 | |
Percentage of Rental Revenue | 20% | 21% | |
Illinois | |||
Lessor, Lease, Description [Line Items] | |||
Number of Properties | property | 7 | 7 | |
Percentage of Rental Revenue | 19% | 20% | |
Massachusetts | |||
Lessor, Lease, Description [Line Items] | |||
Number of Properties | property | 6 | 1 | |
Percentage of Rental Revenue | 14% | 19% | |
Missouri | |||
Lessor, Lease, Description [Line Items] | |||
Number of Properties | property | 2 | 2 | |
Percentage of Rental Revenue | 9% | 7% | |
Curaleaf | |||
Lessor, Lease, Description [Line Items] | |||
Number of Leases | 10 | 10 | |
Percentage of Rental Revenue | 24% | 24% | |
Cresco Labs | |||
Lessor, Lease, Description [Line Items] | |||
Number of Leases | 1 | 1 | |
Percentage of Rental Revenue | 14% | 15% | |
Trulieve | |||
Lessor, Lease, Description [Line Items] | |||
Number of Leases | 1 | 1 | |
Percentage of Rental Revenue | 12% | 13% | |
Columbia Care | |||
Lessor, Lease, Description [Line Items] | |||
Number of Leases | 5 | 5 | |
Percentage of Rental Revenue | 9% | 10% | |
Revolutionary Clinics | |||
Lessor, Lease, Description [Line Items] | |||
Number of Leases | 1 | ||
Percentage of Rental Revenue | 12% | ||
Calypso | |||
Lessor, Lease, Description [Line Items] | |||
Number of Leases | 1 | ||
Percentage of Rental Revenue | 7% | ||
Calypso | Mortgage Receivable | |||
Lessor, Lease, Description [Line Items] | |||
Term of sale leaseback (in years) | 20 years |
Leases - Future Contractual Ren
Leases - Future Contractual Rent Obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) renewal_options |
Leases [Abstract] | |
2024 | $ 75 |
2025 | 77 |
2026 | 52 |
Total Future Contractual Lease Payments | 204 |
Amount Discounted Using Incremental Borrowing Rate | (19) |
Total Lease Liability | $ 185 |
Number of renewal options | renewal_options | 1 |
Renewal term (in years) | 3 years |
Loans Receivable, net (Details)
Loans Receivable, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 10, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loans and Leases Receivable Disclosure [Line Items] | |||
Note receivable | $ 5,000 | $ 5,000 | |
Current expected credit loss | 167 | 0 | |
Bloom Medicinal | Unsecured Loan Receivable | |||
Loans and Leases Receivable Disclosure [Line Items] | |||
Note receivable | $ 5,000 | $ 5,000 | $ 5,000 |
Interest rate | 10.25% | 10.48% | 10.25% |
Interest rate increase | 102.25% | ||
Term that loan is interest only (in years) | 4 years | ||
Amortization term of principal and interest (in years) | 5 years |
Financings (Details)
Financings (Details) $ in Thousands | Jul. 29, 2022 USD ($) lender | Jan. 31, 2024 USD ($) | Jan. 03, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 06, 2022 USD ($) | Jan. 31, 2022 USD ($) | Dec. 20, 2021 USD ($) |
Debt Instrument [Line Items] | |||||||||
Outstanding borrowings | $ 1,000 | $ 1,000 | |||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 90,000 | $ 30,000 | |||||||
Number of additional lenders | lender | 2 | ||||||||
Minimum variable rate | 4.75% | ||||||||
Outstanding borrowings | 1,000 | 1,000 | |||||||
Funds available to be drawn | 89,000 | ||||||||
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 | ||||||||
Loans Payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan payable | $ 3,800 | ||||||||
Interest rate | 4% | ||||||||
Per annum principal payments | $ 1,000 | $ 1,800 | |||||||
Total long-term debt | $ 1,000 | $ 2,000 | |||||||
Loans Payable | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Per annum principal payments | $ 1,000 | ||||||||
Total long-term debt | $ 1,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Severance costs | $ 0 | $ 1.8 |
Related Party, Terms Of Nomination Of Members Of Board Of Directors, Term One | HG Vora Capital Management, LLC ("HG Vora") | Related Party | ||
Related Party Transaction [Line Items] | ||
Number of consecutive days (in days) | 60 days |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest percentage | 1.80% | 1.70% | 2.10% |
Operating Partnership (OP) | OP Units | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance (in shares) | 373,582 | 453,303 | |
OP Units Converted (in shares) | 0 | (79,721) | |
Ending balance (in shares) | 373,582 | 373,582 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | 36 Months Ended | |||
Aug. 12, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2025 | Dec. 31, 2024 | |
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) | 1,950,251 | 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 each PSU (in shares) | 1 | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Outstanding RSUs (in shares) | 100,434 | 47,789 | |||
Payment of dividend equivalent | $ 35,264 | $ 17,628 | |||
Unearned dividend equivalents | 114,189 | 38,575 | |||
Stock based compensation expense | 700,000 | 900,000 | |||
Accelerated expense | 0 | $ 200,000 | |||
Remaining unrecognized compensation cost | $ 600,000 | ||||
Weighted average amortization period (in years) | 1 year 1 month 6 days | ||||
Vests in period (in shares) | 24,704 | 26,559 | |||
Performance Stock Units (PSU) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vests in period (in shares) | 0 | 0 | |||
Performance Stock Units (PSU) | The 2021 Equity Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Outstanding RSUs (in shares) | 103,000 | 66,841 | |||
Unearned dividend equivalents | $ 245,680 | $ 116,972 | |||
Stock based compensation expense | 800,000 | $ 600,000 | |||
Remaining unrecognized compensation cost | $ 800,000 | ||||
Weighted average amortization period (in years) | 1 year 6 months | ||||
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) | 55,017 | 47,983 | |||
Fair value (in dollars per share) | $ 11.23 | $ 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) | 206,000 | ||||
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 |
Stock Based Compensation - Unve
Stock Based Compensation - Unvested Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Unvested Shares of RSUs | ||
Number of Unvested Shares, beginning balance (in shares) | 29,255 | 45,018 |
Granted (in shares) | 59,031 | 19,362 |
Forfeited (in shares) | 0 | (8,566) |
Vested (in shares) | (24,704) | (26,559) |
Number of Unvested Shares, ending balance (in shares) | 63,582 | 29,255 |
Weighted-Average Grant Date Fair Value Per Share | ||
Weighted-Average Grant Date Fair Value Per Share, beginning balance (in dollars per share) | $ 22.89 | $ 27.49 |
Granted (in dollars per share) | 12.87 | 20.54 |
Forfeited (in dollars per share) | 0 | 27.49 |
Vested (in dollars per share) | 22.04 | 27.49 |
Weighted-Average Grant Date Fair Value Per Share, ending balance (in dollars per share) | $ 13.92 | $ 22.89 |
Share withheld for taxes not converted to common stock (in shares) | 2,666 | 47,273 |
The 2021 Equity Incentive Plan | ||
Weighted-Average Grant Date Fair Value Per Share | ||
Share withheld for taxes not converted to common stock (in shares) | 2,666 |
Stock Based Compensation - Vest
Stock Based Compensation - Vested Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Vested, Number Of Shares [Roll Forward] | ||
Number of Vested Shares, beginning balance (in shares) | 18,534 | 131,807 |
Vested (in shares) | 24,704 | 26,559 |
Converted (in shares) | (6,386) | (139,832) |
Number of Vested Shares, ending balance (in shares) | 36,852 | 18,534 |
Weighted-Average Grant Date Fair Value Per Share | ||
Weighted Average Grant Date Fair Value Per Share, beginning balance (in dollars per share) | $ 23.93 | $ 21.31 |
Vested (in dollars per share) | 22.04 | 27.49 |
Converted (in dollars per share) | 27.49 | 22.13 |
Weighted Average Grant Date Fair Value Per Share, ending balance (in dollars per share) | $ 22.05 | $ 23.93 |
Share withheld for taxes not converted to common stock (in shares) | 2,666 | 47,273 |
Stock Based Compensation - Un_2
Stock Based Compensation - Unvested Performance Stock Activity (Details) - Performance Stock Units (PSU) - $ / shares | 12 Months Ended | ||
Dec. 14, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Unvested Shares of PSUs | |||
Number of Unvested Shares, beginning balance (in shares) | 66,841 | 77,742 | |
Granted (in shares) | 18,858 | 55,017 | 0 |
Cancelled (in shares) | (18,858) | 0 | |
Forfeited (in shares) | 0 | (10,901) | |
Number of Unvested Shares, ending balance (in shares) | 103,000 | 66,841 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Weighted-Average Grant Date Fair Value Per Share, beginning balance (in dollars per share) | $ 24.04 | $ 24.04 | |
Granted (in dollars per share) | 11.23 | 0 | |
Cancelled (in dollars per share) | 24.15 | 0 | |
Forfeited (in dollars per share) | 0 | 24.03 | |
Weighted-Average Grant Date Fair Value Per Share, ending balance (in dollars per share) | $ 17.18 | $ 24.04 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 27, 2023 | Mar. 17, 2021 |
Revolutionary Clinics | ||
Class of Warrant or Right [Line Items] | ||
Term of forbearance of delinquent rent (in months) | 7 months | |
Investment in warrants | $ 522 | |
Merger with Target | Warrants Issued in Connection with the Merger | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 602,392 | |
Exercise price (in dollars per share) | $ 24 |
Stockholder_s Equity - Narrativ
Stockholder’s Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Sep. 15, 2022 $ / shares Rate shares | Aug. 13, 2021 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Sep. 15, 2023 USD ($) | Nov. 07, 2022 USD ($) | |
Preferred Units [Line Items] | ||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Preferred stock authorized (in shares) | 100,000,000 | 100,000,000 | ||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Authorized amount under stock repurchase program | $ | $ 10,000 | $ 10,000 | ||||
Number of shares purchased of stock (in shares) | 908,394 | 0 | ||||
Average cost per share (in dollars per share) | $ / shares | $ 13 | |||||
Repurchase of common stock | $ | $ 11,807 | |||||
Remaining availability under the program | $ | $ 8,200 | |||||
Conversion ratio | 1 | |||||
Common Stock | ||||||
Preferred Units [Line Items] | ||||||
Number of shares purchased of stock (in shares) | 908,394 | |||||
Repurchase of common stock | $ | $ 9 | |||||
OP units converted (in shares) | 0 | 79,721 | ||||
NewLake Capital Partners Inc | Merger with Target | ||||||
Preferred Units [Line Items] | ||||||
New issues (in shares) | 3,905,950 | |||||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | |||||
Series A Preferred Stock | ||||||
Preferred Units [Line Items] | ||||||
Shares redeemed (in shares) | 125 | |||||
Dividend rate | Rate | 12.50% | |||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | |||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||
Conversion of Restricted Stock Units ("RSUs") Into Common Stock | ||||||
Preferred Units [Line Items] | ||||||
Number of shares converted (in shares) | 3,720 | 92,559 |
Stockholder_s Equity - Dividend
Stockholder’s Equity - Dividends (Details) - $ / shares | 12 Months Ended | |||||||||
Dec. 14, 2023 | Sep. 15, 2023 | Jun. 15, 2023 | Mar. 07, 2023 | Dec. 15, 2022 | Sep. 15, 2022 | Jun. 15, 2022 | Mar. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||||||||||
Amount per Share/Unit (in dollars per share) | $ 0.40 | $ 0.39 | $ 0.39 | $ 0.39 | $ 0.39 | $ 0.37 | $ 0.35 | $ 0.33 | $ 1.57 | $ 1.44 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net Income Attributable to Common Stockholders | $ 24,585 | $ 21,976 |
Add: Net Income Attributable to Noncontrolling Interest | 438 | 380 |
Net Income Attributable to Common Stockholders - Diluted | $ 25,023 | $ 22,356 |
Denominator: | ||
Weighted Average Shares of Common Stock Outstanding - Basic (in shares) | 21,169,010 | 21,418,484 |
Weighted Average Shares of Common Stock - Diluted (in shares) | 21,548,976 | 21,810,789 |
Earnings Per Share - Basic | ||
Net Income Attributable to Common Stockholders - Basic (in dollars per share) | $ 1.16 | $ 1.03 |
Earnings Per Share - Diluted | ||
Net Income Attributable to Common Stockholders - Diluted (in dollars per share) | $ 1.16 | $ 1.03 |
OP Units | ||
Denominator: | ||
Dilutive Effect of OP Units (in shares) | 373,582 | 392,305 |
Restricted Stock Units (RSUs) | ||
Denominator: | ||
Dilutive Effect of Unvested Restricted Stock Units (in shares) | 6,384 | 0 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from weighted average shares calculation (in shares) | 175,952 | 175,952 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from weighted average shares calculation (in shares) | 602,392 | 602,392 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from weighted average shares calculation (in shares) | 29,255 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Note Receivable | $ 4,833 | $ 5,000 |
Revolving Credit Facility | 1,000 | 1,000 |
Loan Payable | 1,000 | 1,986 |
Estimated Fair Value | ||
Note receivable, gross | 5,000 | 5,000 |
Current expected credit loss | 167 | 0 |
Fair Value, Inputs, Level 3 | ||
Estimated Fair Value | ||
Note Receivable | 4,748 | 4,952 |
Fair Value, Inputs, Level 2 | ||
Estimated Fair Value | ||
Revolving Credit Facility | 968 | 915 |
Loan Payable | $ 992 | $ 1,942 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Impairment loss on investment in warrants | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2023 USD ($) lease |
Other Commitments [Line Items] | |
Unfunded commitments | $ | $ 14.4 |
Number of leases | 1 |
One Office Lease | |
Other Commitments [Line Items] | |
Number of leases | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||||
Mar. 11, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 03, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Subsequent Event [Line Items] | ||||||
TI Funded | $ 14,434 | $ 45,245 | ||||
Loans Payable | ||||||
Subsequent Event [Line Items] | ||||||
Per annum principal payments | $ 1,000 | $ 1,800 | ||||
Subsequent Event | Loans Payable | ||||||
Subsequent Event [Line Items] | ||||||
Per annum principal payments | $ 1,000 | |||||
Cultivation Facilities in Arizona and Missouri | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
TI Funded | $ 5,600 |