Real Estate | Real Estate As of September 30, 2024, the Company owned 32 properties, located in 12 states. The following table presents the Company's real estate portfolio as of September 30, 2024 (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 $ (88) $ 841 Acreage Massachusetts Cultivation 481 9,310 9,791 (1,367) 8,424 Acreage Pennsylvania Cultivation 952 9,209 10,161 (1,305) 8,856 Ayr Wellness, Inc. Nevada Cultivation 1,002 12,577 13,579 (859) 12,720 Ayr Wellness, Inc. Pennsylvania Cultivation 2,963 12,315 15,278 (916) 14,362 C3 Industries Connecticut Cultivation 321 4,272 4,593 (42) (3) 4,551 C3 Industries Missouri Cultivation 948 28,069 29,017 (958) 28,059 Calypso Enterprises Pennsylvania Cultivation 1,486 30,527 32,013 (2,170) (3) 29,843 Cannabist (2) California Dispensary 1,082 2,692 3,774 (305) 3,469 Cannabist (2) Illinois Dispensary 162 1,053 1,215 (115) 1,100 Cannabist (2) Illinois Cultivation 801 10,560 11,361 (1,167) 10,194 Cannabist (2) Massachusetts Dispensary 108 2,212 2,320 (270) 2,050 Cannabist (2) Massachusetts Cultivation 1,136 12,690 13,826 (1,887) 11,939 Cresco Labs Illinois Cultivation 276 50,456 50,732 (6,815) 43,917 Curaleaf Connecticut Dispensary 184 2,748 2,932 (324) 2,608 Curaleaf Florida Cultivation 388 75,595 75,983 (7,992) 67,991 Curaleaf Illinois Dispensary 69 525 594 (65) 529 Curaleaf Illinois Dispensary 65 959 1,024 (122) 902 Curaleaf Illinois Dispensary 606 1,128 1,734 (140) 1,594 Curaleaf Illinois Dispensary 281 3,072 3,353 (371) 2,982 Curaleaf North Dakota Dispensary 779 1,395 2,174 (168) 2,006 Curaleaf Ohio Dispensary 574 2,788 3,362 (393) 2,969 Curaleaf Pennsylvania Dispensary 877 1,041 1,918 (164) 1,754 Curaleaf Pennsylvania Dispensary 216 2,011 2,227 (242) 1,985 Greenlight Arkansas Dispensary 238 1,919 2,157 (232) 1,925 Mint Arizona Cultivation 2,400 18,610 21,010 — (3) 21,010 Organic Remedies Missouri Cultivation 204 20,897 21,101 (2,993) 18,108 PharmaCann Massachusetts Dispensary 411 1,701 2,112 (364) 1,748 PharmaCann Ohio Dispensary 281 1,269 1,550 (70) 1,480 PharmaCann Pennsylvania Dispensary 44 1,271 1,315 (140) 1,175 Revolutionary Clinics Massachusetts Cultivation 926 41,934 42,860 (3,977) 38,883 Trulieve Pennsylvania Cultivation 1,061 43,209 44,270 (5,396) 38,874 Total Real Estate (4) $ 21,717 $ 408,548 $ 430,265 $ (41,417) $ 388,848 (1) Includes construction in progress in the amount of $21.2 million that had been funded as of September 30, 2024. (2) This tenant was formerly known as Columbia Care. (3) A portion of this investment is currently under development or undergoing building or tenant improvements. Once the development or improvements are completed and placed-in service, the Company will begin depreciating the applicable part of the property. (4) At times, numbers in this table may differ due to rounding. Real Estate Acquisitions 2024 Acquisitions In May 2024, the Company purchased a cultivation facility in Connecticut for approximately $4.0 million and committed to fund approximately $12.0 million in building and tenant improvements (refer to the Building and Tenant Improvements table below for details). The property was simultaneously leased to a related entity of an existing tenant. The following table presents the real estate acquisition for the nine months ended September 30, 2024 (in thousands): Tenant Market Site Type Closing Date Real Estate Acquisition Costs C3 Industries Connecticut Cultivation May 7, 2024 $ 3,993 Total $ 3,993 2023 Acquisitions In March 2023, the Company exercised its option to acquire an adjacent parcel of land to expand its cultivation facility in Missouri and invested $350 thousand and committed to fund approximately $16.2 million to expand the facility (refer to the Building and Tenant Improvements table below for details). The following table presents the real estate acquisition for the year ended December 31, 2023 (in thousands): Tenant Market Site Type Closing Date Real Estate Acquisition Costs C3 Industries Missouri Cultivation March 3, 2023 $ 350 Total $ 350 Real Estate Commitments 2024 Improvement Allowances For the nine months ended September 30, 2024, the Company funded approximately $14.0 million towards its' committed improvement allowances across four tenants. The following table presents the funded commitments and the remaining unfunded commitments for the nine months ended September 30, 2024 (in thousands): Tenant Market Site Type Closing Date Funded Commitments Unfunded Commitments Ayr Wellness, Inc. Pennsylvania Cultivation June 30, 2022 $ 750 $ — C3 Industries Connecticut Cultivation May 7, 2024 600 11,424 C3 Industries Missouri Cultivation March 3, 2023 (1) 8,826 — Mint Arizona Cultivation June 24, 2021 3,788 800 (2) Total $ 13,964 $ 12,224 (1) Funded commitments and unfunded commitments relate to the Missouri cultivation facility expansion project. (2) Effective June 6, 2024, the lease agreement was amended to include an additional commitment of approximately $800 thousand. 2023 Improvement Allowances For the year ended December 31, 2023, the Company funded approximately $14.4 million towards its' committed improvement allowances across four tenants. The following table presents the funded commitments and the remaining unfunded commitments for the year ended December 31, 2023 (in thousands): Tenant Market Site Type Closing Date Funded Commitments Unfunded Commitments Ayr Wellness, Inc. Pennsylvania Cultivation June 30, 2022 $ — $ 750 C3 Industries Missouri Cultivation April 1, 2022 7,858 8,826 Calypso Pennsylvania Cultivation August 5, 2022 2,013 987 (1) Mint Arizona Cultivation June 24, 2021 4,281 3,788 (2) Organic Remedies Missouri Cultivation December 20, 2021 282 — Total $ 14,434 $ 14,351 (1) As of September 30, 2024, the Company's obligation to fund the remaining improvement allowance was suspended until all outstanding rent is paid and the escrow deposit is replenished. (2) Effective June 1, 2023, the lease agreement was amended to include an additional commitment of approximately $6.5 million. Construction in Progress As of September 30, 2024 and December 31, 2023, funded commitments recorded in Construction in Progress ("CIP") were $21.2 million and $24.2 million, respectively, and are classified in "Buildings and Improvements" in the accompanying consolidated balance sheets. 2024 Construction in Progress The following table presents the CIP balance as of September 30, 2024 (in thousands): Tenant State Site Type CIP Balance (1) C3 Industries Connecticut Cultivation $ 600 Calypso Pennsylvania Cultivation 2,013 Mint Arizona Cultivation 18,610 Total $ 21,223 (1) These properties were under development or undergoing building or tenant improvements as of September 30, 2024. Once the development or the improvements are completed for its intended use, the assets will be placed-in-service and the Company will begin depreciation. 2023 Construction in Progress The following table presents the CIP balance as of December 31, 2023 (in thousands): Tenant State Site Type CIP Balance (1) C3 Industries Missouri Cultivation $ 7,324 Calypso Pennsylvania Cultivation 2,013 Mint Arizona Cultivation 14,822 Total $ 24,159 (1) These properties were under development or improvement as of December 31, 2023. Once the development or the improvements are completed for its intended use, the assets will be placed-in-service and the Company will begin depreciation. Disposal of Real Estate 2024 Dispositions There were no sales of real estate property investments during the nine months ended September 30, 2024. 2023 Dispositions During the year ended December 31, 2023, there was one real estate property sold. 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. In-place Leases The following table presents the future amortization of the Company’s acquired in-place leases as of September 30, 2024 (in thousands): Year Amortization Expense 2024 (three months ending December 31, 2024) $ 497 2025 1,985 2026 1,985 2027 1,985 2028 1,985 Thereafter 9,853 Total $ 18,290 Depreciation and Amortization For the three months ended September 30, 2024 and 2023, depreciation expense on the Company's real estate assets was approximately $3.2 million and $3.1 million, respectively. Depreciation expense on the Company's real estate assets for the nine months ended September 30, 2024 and 2023, was approximately $9.4 million and $9.2 million, respectively. Amortization of the Company’s acquired in-place lease intangible assets was approximately $0.5 million for both the three months ended September 30, 2024 and 2023. Amortization of the Company’s acquired in-place lease intangible assets was approximately $1.5 million for both the nine months ended September 30, 2024 and 2023. The acquired in-place lease intangible assets have a weighted average remaining amortization period of approximately 9.48 years. Impairment The Company did not identify any situations in its review of tenant activities and changes in the business condition of all of its properties that would require the recognition of an impairment loss. Accordingly, the Company did not record an impairment loss for the three months ended September 30, 2024 and September 30, 2023, respectively. |