| | PART I | |
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| Item 1. | Business | 5 |
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| Item 1A. | Risk Factors | 23 |
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| Item 1B. | Unresolved Staff Comments | 59 |
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| Item 1C. | Cybersecurity | 59 |
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| Item 2. | Properties | 60 |
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| Item 3. | Legal Proceedings | 60 |
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| Item 4. | Mine Safety Disclosures | 60 |
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| | PART II | |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 61 |
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| Item 6. | [Reserved] | 62 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 63 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 79 |
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| Item 8. | Financial Statements and Supplementary Data | 80 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 80 |
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| Item 9A. | Controls and Procedures | 80 |
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| Item 9B. | Other Information | 82 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 82 |
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| | PART III | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 82 |
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| Item 11. | Executive Compensation | 83 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 83 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 83 |
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| Item 14. | Principal Accounting Fees and Services | 83 |
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| | PART IV | |
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| Item 15. | Exhibit and Financial Statement Schedule | 84 |
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| | SIGNATURES | |
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| Signatures | 86 | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We make statements in this report that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). In particular, our statements regarding anticipated growth in our funds from operations and anticipated market and regulatory conditions, our strategic direction, demographics, results of operations, plans and objectives are forward-looking statements. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases, as well as by discussions of strategy, plans or intentions. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
| ● | rates of default on leases for our assets; |
| ● | our ability to re-lease properties upon tenant defaults or lease terminations for the rent we currently receive, or at all; |
| ● | concentration of our portfolio of assets and limited number of tenants; |
| ● | the estimated growth in and evolving market dynamics of the regulated cannabis market; |
| ● | the demand for regulated cannabis facilities; |
| ● | the impact of pandemics on us, our business, our tenants, or the economy generally; |
| ● | war and other hostilities, including the conflicts in Ukraine and Israel; |
| ● | our business and investment strategy; |
| ● | our projected operating results; |
| ● | actions and initiatives of the U.S. or state governments and changes to government policies and the execution and impact of these actions, initiatives and policies, including the fact that cannabis remains illegal under federal law; |
| ● | availability of suitable investment opportunities in the regulated cannabis industry; |
| ● | our understanding of our competition and our potential tenants’ alternative financing sources; |
| ● | the expected medical-use or adult-use cannabis legalization in certain states; |
| ● | shifts in public opinion regarding regulated cannabis; |
| ● | the potential impact on us from litigation matters, including rising liability and insurance costs; |
| ● | the additional risks that may be associated with certain of our tenants cultivating, processing and/or dispensing adult-use cannabis in our facilities; |
| ● | the state of the U.S. economy generally or in specific geographic areas; |
| ● | economic trends and economic recoveries; |
| ● | our ability to access equity or debt capital; |
| ● | financing rates for our target assets; |
| ● | our level of indebtedness, which could reduce funds available for other business purposes and reduce our operational flexibility; |
| ● | covenants in our debt instruments, which may limit our flexibility and adversely affect our financial condition; |
| ● | our ability to maintain our investment grade credit rating; |
| ● | changes in the values of our assets; |
| ● | our expected portfolio of assets; |
| ● | our expected investments; |
| ● | interest rate mismatches between our assets and our borrowings used to fund such investments; |
| ● | changes in interest rates and the market value of our assets; |
| ● | the degree to which any interest rate or other hedging strategies may or may not protect us from interest rate volatility; |
| ● | the impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters; |
| ● | how and when any forward equity sales may settle; |
| ● | our ability to maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes; |
| ● | our ability to maintain our exemption from registration under the Investment Company Act of 1940 (the “Investment Company Act”); |
| ● | availability of qualified personnel; and |
| ● | market trends in our industry, interest rates, real estate values, the securities markets or the general economy. |
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a further discussion of these and other factors that could impact our future results, performance or transactions, see Item 1A, “Risk Factors.”
Market data and industry forecasts and projections used in this Annual Report on Form 10-K have been obtained from independent industry sources. Forecasts, projections and other forward-looking information obtained from such sources are subject to similar qualifications and uncertainties as other forward-looking statements in this report.
