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NewLake Capital Partners Inc

For the period ended Dec 31, 2023. Filed Mar 11, 2024.

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FY2023 · Filed Mar 11, 2024

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Contents

Item 2. Properties

Our Properties

We seek to acquire specialized real estate assets used for cultivation and processing of cannabis as well as retail dispensaries that are strategic profit centers for our tenants and are well positioned for the regulatory evolution of the industry. These licensed facilities are critical components of the cannabis industry, particularly in limited-license jurisdictions. As of December 31, 2023, we owned 31 properties comprised of 17 dispensaries and 14 cultivation facilities that are 100% leased to state-licensed cannabis operators, with a weighted average remaining lease term of 14.3 years. Based on invested capital, as of December 31, 2023, our portfolio is comprised of approximately 90.8% cultivation facilities and 9.2% dispensaries.

As of December 31, 2023, we have aggregate unfunded commitments to invest $14.4 million for the development and improvement of our existing cultivation facilities in Arizona, Missouri and Pennsylvania. We define these tenant improvement commitments as a commitment pursuant to our lease with the tenant to fund alterations, additions or improvements to the premises. Our leases are generally structured to disburse capital over specified periods of time. The leases also generally contain certain provisions that require tenants to pay rent on the full amount of capital under each lease, whether or not disbursed.

Existing Portfolio. The table below sets forth our property portfolio as of December 31, 2023 (in thousands, except square feet):

Property Type · State · Tenant(1) · Rentable Square Feet(2) · Investment in Real Estate(3) · Real Estate Construction in Progress · Total Real Estate · In-Place Lease Intangible Assets(4) · Total Investment
CultivationFloridaCuraleaf417,350$75,983$—$75,983$—$75,983
CultivationPennsylvaniaTrulieve144,60244,270—44,27012,33156,601
CultivationIllinoisCresco222,45550,732—50,732—50,732
CultivationMassachusettsRevolutionary Clinics145,85242,860—42,860—42,860(5)
CultivationPennsylvaniaCalypso99,20030,0002,01332,013—32,013
CultivationMissouriOrganic Remedies81,80821,101—21,101—21,101
CultivationMassachusettsColumbia Care38,89013,826—13,8264,12017,946
CultivationPennsylvaniaAYR38,03114,529—14,529—14,529
CultivationIllinoisColumbia Care32,80211,361—11,3613,10614,467
CultivationNevadaAYR56,53613,579—13,579—13,579
CultivationArizonaMint100,7582,40014,82217,222—17,222
CultivationMissouriBloom Medicinals94,57012,8677,32320,190—20,190
CultivationPennsylvaniaAcreage30,62510,161—10,161—10,161
CultivationMassachusettsAcreage38,3809,791—9,791—9,791
DispensaryCaliforniaColumbia Care2,4703,774—3,7741,0714,845
DispensaryIllinoisGrassroots5,0403,362—3,3625753,937
DispensaryOhioGrassroots7,2003,353—3,3535823,935
DispensaryFloridaGrassroots11,1812,932—2,9324413,373
DispensaryMassachusettsColumbia Care4,2902,320—2,3203732,693
DispensaryMassachusettsPharmaCann11,1162,112—2,1123632,475
DispensaryPennsylvaniaGrassroots3,5002,227—2,2273692,596
DispensaryNorth DakotaGrassroots4,5902,174—2,1743552,529
DispensaryArkansasGreenlight(6)7,5922,157—2,1573202,477
DispensaryPennsylvaniaGrassroots1,9681,918—1,9183202,238
DispensaryIllinoisGrassroots6,1001,734—1,7342571,991
DispensaryPennsylvaniaPharmaCann3,4811,315—1,3152561,571
DispensaryOhioPharmaCann3,7351,550—1,550—1,550
DispensaryIllinoisColumbia Care4,7361,215—1,2152061,421
DispensaryIllinoisGrassroots4,2001,024—1,0241781,202
DispensaryConnecticutAcreage2,872929—929—929
DispensaryIllinoisGrassroots1,851594—59498692
Total1,627,781$388,150$24,158$412,308$25,321$437,629

(1) Lease is with a subsidiary of this entity, for which this entity or an affiliate is a guarantor.

(2) Includes estimated rentable square feet at completion of construction.

(3) Includes the purchase price (and in some cases, transaction costs that have been capitalized into the purchase price) and tenant improvement commitments funded and placed in service, if any, as of December 31, 2023. Excludes tenant improvement commitments not funded as of December 31, 2023.

(4) Represents gross In-Place Intangibles at acquisition. Does not include accumulated amortization.

(5) Includes approximately $40.0 million in cash and 88,200 OP Units issued in connection with the purchase of the property.

(6) 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.

The following table sets forth a summary of the lease expirations for leases in place as of December 31, 2023 for each of the ten full calendar years beginning January 1, 2024. The information set forth in the table assumes that tenants exercise no renewal options (square footage and annualized base rent in thousands).

Year of Lease ExpirationNumber ofLeases ExpiringSquareFootage of Expiring% ofPortfolioNetRentable Square FeetAnnualizedBase Rent(1)% ofPortfolioAnnualizedBase RentAnnualizedBase Rent perLeased Square Foot(2)
2024———%$——%$—
2025———%——%—
2026———%——%—
2027———%——%—
2028———%——%—
20293110.7%8561.8%74.47
2030———%——%—
20312150.9%4000.9%27.38
20328442.7%1,6873.5%38.69
20332100.6%5711.2%59.29
Thereafter161,54895.1%44,27492.7%28.59
Total/Weighted Average311,628100.0%$47,788100.0%$29.36

(1) Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents without regard to rental abatements or reimbursables) for the month ended December 31, 2023, by (ii) 12.

(2) Annualized base rent per leased square foot is calculated by dividing (i) annualized base rent (without regard to rental abatements or reimbursables) by (ii) net rentable square feet. Amounts may not recalculate due to rounding.

We target companies that have successfully navigated complex state regulation and fulfilled rigorous state-licensing requirements. We believe we have been diligent in partnering with a diverse tenant base of experienced operators in limited licensed jurisdictions that have strong management teams. Our tenants have generally demonstrated access to capital, which is critical to continuing to execute on their respective business plans.

As of December 31, 2023, all of our revenues were derived from 13 tenants. The following table sets forth the tenants in our property portfolio as of December 31, 2023 (dollars in thousands). All of our leases include a parent or other affiliate guarantee.

Tenant(1)Total Investment(2)Number ofLeasesPercentage of Annualized Rental Income(3)
Curaleaf$98,4771023.8%
Cresco50,732113.6%
Trulieve56,601111.6%
Revolutionary Clinics42,86016.0%
Columbia Care41,37358.6%
Calypso32,01317.5%
Acreage20,88036.9%
Ayr Wellness28,10725.9%
Organic Remedies21,10115.1%
Mint17,22214.9%
Bloom Medicinals20,19014.4%
PharmaCann5,59531.2%
Greenlight(4)2,47810.5%
Total$437,62931100.0%

(1) Lease may be with a subsidiary of this entity, for which this entity or an affiliate is a guarantor.

(2) Includes the purchase price (and in some cases, transaction costs that have been capitalized into the purchase price), gross In-Place Lease Intangible Assets and tenant improvement commitments funded, if any, as of December 31, 2023. Excludes tenant improvement commitments not funded as of December 31, 2023.

(3) Annualized Rental Income represents the annualized monthly base rent of executed leases as of December 31, 2023.

(4) 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.

Curaleaf

We own nine dispensaries and one cultivation facility that are leased to subsidiaries of Curaleaf, which is, or an affiliate is, the corporate guarantor. Curaleaf is publicly-traded on the CSE and OTC markets under the symbols CURA and CURLF, respectively. Curaleaf’s filings, including their financial information, are electronically available at www.sec.gov and from the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com, the Canadian equivalent of the SEC electronic document gathering and retrieval system.

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