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NewLake Capital Partners, Inc.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

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Item 2. Results of Operations

General

We derive substantially all our revenue from rents received from single tenants at each of our 34 properties, all of which are under triple-net leases. As of June 30, 2025, our portfolio remains conservatively leveraged, with only $7.6 million outstanding under our Revolving Credit Facility. Additionally, we maintain low general and administrative expense with an annualized ratio of 1.3% of total assets.

Comparison of the three months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, · Increase/(Decrease)
20252024Q2'25 vs Q2'24
Revenue:
Rental Income$12,564$12,253$311
Interest Income from Loans1371343
Fees and Reimbursables23168163
Total Revenue12,93212,455477
Expenses:
Reimbursable Property Expenses412813
Property Carrying Costs5—5
Depreciation and Amortization Expense3,8773,626251
General and Administrative Expenses:
Compensation Expense6701,150(480)
Professional Fees197243(46)
Other General and Administrative Expenses55445599
Total General and Administrative Expenses1,4211,848(427)
Total Expenses5,3445,502(158)
Loss on Sale of Real Estate(34)—(34)
Provision for Current Expected Credit Loss1012(2)
Income From Operations7,5646,965599
Other Income (Expense):
Other Income918110
Interest Expense(210)(128)(82)
Total Other Income (Expense)(119)(47)(72)
Net Income7,4456,918527
Net Income Attributable to Noncontrolling Interests(126)(122)(4)
Net Income Attributable to Common Stockholders$7,319$6,796$523

Revenues

Rental income for the three months ended June 30, 2025 increased by approximately $311 thousand to approximately $12.6 million, compared to approximately $12.3 million for the three months ended June 30, 2024. The increase in rental income was mainly attributable to:

A full quarter of rental income from the purchase of a dispensary in Ohio in February 2025, a full quarter of rental income from the purchase of a cultivation facility in Connecticut in May 2024 and approximately two months of rental income from the purchase of a dispensary in Ohio in April 2025. These acquisitions generated an increase of approximately $75 thousand of rental income during the three months ended June 30, 2025.

A full quarter of rental income from the funding of improvement allowances subsequent to June 30, 2024, at our Arizona, Connecticut, Missouri and Pennsylvania cultivation facilities, which generated approximately $189 thousand of additional rental income during the three months ended June 30, 2025. The additional rental income from our Missouri cultivation facility was derived from the expansion and development of the adjacent land parcel we acquired during the first quarter of 2023.

Annual rent escalations on our portfolio, which generated an increase of approximately $287 thousand of rental income during the three months ended June 30, 2025.

These increases were offset by a decline in rental income of approximately $240 thousand, attributable to Revolutionary Clinics paying only approximately 50% of their contractual rent during the three months ended June 30, 2025. During the second half of 2024, the tenant encountered significant operational challenges that impaired their ability to meet full rent obligations starting in June 2024. In December 2024, these challenges culminated in the tenant entering receivership. For further information refer to Note 4 - "Leases".

Interest Income from Loans

Interest income from loans increased slightly due to the annual interest rate increase on our one loan receivable.

Fees and Reimbursables

Fees and reimbursables for the three months ended June 30, 2025 increased by approximately $163 thousand to approximately $231 thousand compared to approximately $68 thousand for the three months ended June 30, 2024, due to timing of revenue reimbursements quarter over quarter.

Expenses

Reimbursable Property Expenses

In certain circumstances we will pay for certain expenses on behalf of the tenant with the tenant being obligated to reimburse us. However, timing differences may cause the recognition of expenses and corresponding reimbursement income to vary between periods. Reimbursable property expenses remained relatively flat quarter over quarter.

Property Carrying Costs

Property carrying costs are expenses we incur to maintain vacant or partially vacant properties. These costs typically include real estate taxes, utilities, property management fees, security, and other expenses needed to keep the properties functional and marketable for leasing. During the three months ended June 30, 2025, we incurred minimal carrying costs for our Fitchburg, Massachusetts property, which was vacated by Revolutionary Clinics in July 2025.

Depreciation and Amortization Expense

Depreciation and amortization for the three months ended June 30, 2025 increased by approximately $0.3 million to approximately $3.9 million compared to approximately $3.6 million for the three months ended June 30, 2024. The increase is primarily attributable to: (i) approximately $37.3 million of improvements placed into services during 2024 related to four cultivation facilities; (ii) our 2025 acquisitions of three dispensaries, contributing approximately $1.3 million in depreciable assets; and (iii) our 2024 acquisition of a cultivation facility, contributing approximately $3.7 million in depreciable assets. These depreciation increases were slightly offset by a decrease of approximately $0.2 million in depreciable assets, which became fully depreciated as of March 31, 2025 and therefore did not incur depreciation expense for three months ended June 30, 2025.

General and Administrative Expenses

The decrease in general and administrative expense is described below by category.

Compensation Expense

Compensation expense includes salaries and benefits for directors, employees and officers, as well as stock-based compensation. For the three months ended June 30, 2025 compensation expense decreased by approximately $0.5 million, to $0.7 million compared to $1.2 million for the three months ended June 30, 2024. The decrease was primarily driven by an employee resignation, resulting in reduced salary and bonus accruals, along with a one-time adjustment of $0.3 million to stock-based compensation for forfeited RSUs and PSUs.

Professional Fees

Professional fees generally include fees paid for audit, tax, legal and consulting services. Professional fees remained relatively flat quarter over quarter.

Other General and Administrative Expenses

Other general and administrative expenses increased moderately by approximately $99 thousand to $554 thousand during the three months ended June 30, 2025, compared to approximately $455 thousand during three months ended June 30, 2024. Other general and administrative expenses are primarily comprised of director and officer insurance, information technology fees, public relations fees, filing and regulatory fees, public reporting fees, corporate rent and various other expenses.

Loss on Sale of Real Estate

The loss on sale of real estate was recognized in connection with the Mokena/Brookville like-kind exchange, reflecting the difference between the carrying value of the Mokena property and the fair value allocation of the Brookville property received.

Provision for Current Expected Credit Loss

Provision for current expected credit loss remained relatively flat quarter over quarter.

Other Income (Expense)

Other Income

Other income, which is mainly comprised of interest income remained relatively flat quarter over quarter.

Interest Expense

Interest expense mainly relates to our Revolving Credit Facility. For the three months ended June 30, 2025, interest expense increased by approximately $82 thousand, to approximately $210 thousand compared to $128 thousand in the same period of 2024. The increase was due to a full quarter of the $7.6 million outstanding balance on our Revolving Credit Facility for the three months ended June 30, 2025 compared to the same period of 2024. Additionally, the Revolving Credit Facility accrued interest at a fixed rate of 5.65% through May 5, 2025. Commencing May 6, 2025, the Revolving Credit Facility adjusted to a variable rate of Prime plus 1%, or 8.50%, contributing to the increase in interest expense during the period.

Comparison of the six months ended June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30, · Increase/(Decrease)
20252024Q2'25 vs Q2'24
Revenue:
Rental Income$25,151$24,380$771
Interest Income from Loans2712656
Fees and Reimbursables720418302
Total Revenue26,14225,0631,079
Expenses:
Reimbursable Property Expenses66850618
Property Carrying Costs5—5
Depreciation and Amortization Expense7,7607,194566
General and Administrative Expenses:
Compensation Expense1,8752,385(510)
Professional Fees803645158
Other General and Administrative Expenses96487391
Total General and Administrative Expenses3,6423,903(261)
Total Expenses12,07511,147928
Loss on Sale of Real Estate(34)—(34)
Provision for Current Expected Credit Loss2326(3)
Income From Operations14,05613,942114
Other Income (Expense):
Other Income177181(4)
Interest Expense(384)(211)(173)
Total Other Income (Expense)(207)(30)(177)
Net Income13,84913,912(63)
Net Income Attributable to Noncontrolling Interests(234)(247)13
Net Income Attributable to Common Stockholders$13,615$13,665$(50)

Revenues

Rental income for the six months ended June 30, 2025 increased by approximately $0.8 million to approximately $25.2 million, compared to approximately $24.4 million for the six months ended June 30, 2024. The increase in rental income was primarily attributable to:

The full six months of rental income in 2025 from the purchase of a cultivation facility in Connecticut in May 2024, which generated an increase of approximately $0.2 million of rental income during the six months ended June 30, 2025.

During the six months ended June 30, 2025, we earned approximately $18.9 thousand of rental income from the acquisitions during the period.

Funding of improvement allowances at our Arizona, Connecticut, Missouri and Pennsylvania cultivation facilities, which generated approximately $0.5 million of additional rental income during the six months ended June 30, 2025. The additional rental income from our Missouri cultivation facility was derived from the expansion and development of the adjacent land parcel we acquired during the first quarter of 2023.

Annual rent escalations on our portfolio, which generated an increase of approximately $0.6 million of rental income during the six months ended June 30, 2025.

These increases were offset by a decline in rental income of approximately $0.5 million, attributable to Revolutionary Clinics paying only approximately 50% of their contractual rent during the six months ended June 30, 2025. Beginning in June 2024 and throughout the second half of the 2024, the tenant encountered significant operational challenges that impaired their ability to meet full rent obligations. In December 2024, these challenges culminated in the tenant entering receivership. For further information refer to Note 4 - "Leases".

Interest Income from Loans

Interest income from loans increased slightly due to the annual interest rate increase on our one $5.0 million loan receivable.

Fees and Reimbursables

Fees and reimbursables for the six months ended June 30, 2025 increased by approximately $302 thousand to approximately $720 thousand from approximately $418 thousand for the six months ended June 30, 2024, due to timing of revenue reimbursements year over year.

Expenses

Reimbursable Property Expenses

For the six months ended June 30, 2025, reimbursable property expenses increased by approximately $618 thousand to approximately $668 thousand compared to approximately $50 thousand for the six months ended June 30, 2024. This increase is mainly attributable to real estate taxes, insurance and utility payments made on behalf of two tenants. In certain circumstances we will pay for certain expenses on behalf of the tenant with the tenant being obligated to reimburse us. However, timing differences may cause the recognition of expenses and corresponding reimbursement income to vary between periods.

Property Carrying Costs

Property carrying costs are expenses we incur to maintain vacant or partially vacant properties. These costs typically include real estate taxes, utilities, property management fees, security, and other expenses needed to keep the properties functional and marketable for leasing. During the six months ended June 30, 2025, the Company incurred minimal property operating costs for our Fitchburg, Massachusetts property, which was vacated by Revolutionary Clinics in July 2025.

Depreciation and Amortization Expense

Depreciation and amortization expense for the six months ended June 30, 2025 increased by approximately $0.6 million to approximately $7.8 million compared to approximately $7.2 million for the six months ended June 30, 2024. The increase is primarily attributable to: (i) approximately $37.3 million of improvements placed into services during 2024 related to four cultivation facilities; (ii) our 2025 acquisitions of three dispensaries, contributing approximately $1.3 million in depreciable assets; and (iii) our 2024 acquisition of a cultivation facility, contributing approximately $3.7 million in depreciable assets. These depreciation increases were slightly offset by a decrease of approximately $0.2 million in depreciable assets, which became fully depreciated during the six months ended June 30, 2025.

General and Administrative Expenses

The decrease in general and administrative expense is described below by category.

Compensation Expense

Compensation expense includes compensation to directors, employees and officers of the Company as well as stock-based compensation. For the the six months ended June 30, 2025, compensation expense decreased by approximately $0.5 million to approximately $1.9 million compared to approximately $2.4 million for the six months ended June 30, 2024. The decrease was primarily driven by an employee resignation during the period, resulting in reduced salary and bonus accruals, along with a one-time adjustment of $0.3 million to stock-based compensation for forfeited RSUs and PSUs.

Professional Fees

Professional fees generally include fees paid for audit, tax, legal and consulting services. Professional fees for the six months ended June 30, 2025 were approximately $0.8 million compared to approximately $0.6 million for the six months ended June 30, 2024. The increase was primarily driven by higher audit expenses incurred during the first quarter of 2025 as most audit fieldwork related to our annual financial statements occurred during that period. Additionally, we incurred incremental costs associated with obtaining consent from our former auditor in connection with our Form 10-K filing.

Other General and Administrative Expenses

Other general and administrative expenses for the six months ended June 30, 2025 increased moderately by approximately $91 thousand from $964 thousand during the six months ended June 30, 2025, compared to $873 thousand during the six months ended June 30, 2024. Other general and administrative expenses are primarily comprised of director and officer insurance, information technology fees, public relations fees, filing and regulatory fees, public reporting fees, corporate rent and various other expenses.

Loss on Sale of Real Estate

The loss on sale of real estate was recognized in connection with the Mokena/Brookville like-kind exchange, reflecting the difference between the carrying value of the Mokena property and the fair value allocation of the Brookville property received.

Provision for Current Expected Credit Loss

Provision for current expected credit loss remained relatively year over year.

Other Income (Expense)

Other Income

Other income, which is mainly comprised of interest income, remained relatively flat year over year.

Interest Expense

Interest expense mainly relates to our Revolving Credit Facility. For the six months ended June 30, 2025, interest expense increased by approximately $0.2 million, to approximately $0.4 million compared to $0.2 million in the same period of 2024. The increase was due to a full six months of interest expense incurred on the $7.6 million outstanding balance on the Revolving Credit Facility for the six months ended June 30, 2025, compared to the same period of 2024. Additionally, the Revolving Credit Facility accrued interest at a fixed rate of 5.65% through May 5, 2025. Commencing May 6, 2025, the Revolving Credit Facility adjusted to a variable rate of Prime plus 1%, or 8.50%, contributing to the increase in interest expense during the six months ended June 30, 2025.

Non-GAAP Financial Information and Other Metrics

Funds from Operations and Adjusted Funds from Operations

Funds from Operations ("FFO") and Adjusted Funds from Operations ("AFFO") are non-GAAP financial measures and should not be viewed as alternatives to net income calculated in accordance with GAAP as a measurement of our operating performance. We believe that FFO and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs.

We calculate FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition. NAREIT currently defines FFO as follows: net income (loss) (computed in accordance with GAAP) excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by an entity. Other REITs may not define FFO in accordance with the NAREIT definition or may interpret the current NAREIT definition differently than we do and therefore our computation of FFO may not be comparable to such other REITs.

We calculate AFFO by starting with FFO and adjusting for non-cash and certain non-recurring transactions, including non-cash components of compensation expense and the effect of provisions for credit loss. Other REITs may not define AFFO in the same manner as we do and therefore our calculation of AFFO may not be comparable to such other REITs. You should not consider FFO and AFFO to be alternatives to net income as a reliable measure of our operating performance; nor should you consider FFO and AFFO to be alternatives to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity.

The table below is a reconciliation of net income attributable to common stockholders to FFO and AFFO for the three and six months ended June 30, 2025 and 2024 (in thousands):

For the Three Months Ended June 30,For the Six Months Ended June 30,
2025202420252024
Net Income Attributable to Common Stockholders$7,319$6,796$13,615$13,665
Net Income Attributable to Noncontrolling Interests126122234247
Net Income7,4456,91813,84913,912
Adjustments:
Real Estate Depreciation and Amortization3,8733,6227,7517,185
Loss on Sale of Real Estate34—34—
FFO Attributable to Common Stockholders - Diluted11,35210,54021,63421,097
Provision for Current Expected Credit Loss(10)(12)(23)(26)
Stock-Based Compensation47424434774
Non-cash Interest Expense6767135135
Amortization of Straight-line Rent Expense(1)—(2)(1)
AFFO Attributable to Common Stockholders - Diluted$11,455$11,019$22,178$21,979

Liquidity and Capital Resources

Our cash requirements include the payment of dividends to our shareholders, distributions to our holders of LPI Units ("LPI Unitholders"), general and administrative expenses, debt service, other expenses related to managing our existing portfolio as well as acquisition and unfunded improvement commitments on our properties. The sources of liquidity to fund these cash requirements include rental income from the leasing of our properties, which is our primary source of cash flows, borrowings under our Revolving Credit Facility and equity and debt issuances, including issuance of common stock under our ATM Program, if markets permit. Where possible, we also may issue LPI Units to acquire properties from existing owners seeking a tax-deferred transaction.

As of June 30, 2025, we had $104.3 million of liquidity comprised of $21.9 million of cash and cash equivalents and $82.4 million available on our $90.0 million Revolving Credit Facility, subject to sufficient collateral in the borrowing base. Additionally, the ATM Program allows us to issue equity to raise capital up to $50.0 million. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.

During the second half of 2024, the Federal Reserve began easing its monetary policy, reducing the target range for the federal funds rate by a cumulative 100 basis points over several meetings. However, interest rates have remained relatively stable through the first half of 2025, as the Federal Reserve held rates steady. As of June 30, 2025, the annual inflation rate in the United States stood at 2.7% for the twelve-month period then ended. Despite signs of inflation moderation, ongoing macroeconomic challenges including elevated interest rates and lingering inflationary pressures could continue to adversely affect our cash flow from ongoing operations.

We expect that our cash flow from continuing operations over the next twelve months, combined with our cash reserves, will be sufficient to fund our business operations, pay cash dividends to our shareholders, make distributions on our LPI Units, and cover debt service.

Acquisitions and unfunded improvement allowance costs may require funding from borrowings, equity issuance and/or issuances of LPI Units.

Summary of Cash Flows

The following summary discussion of our cash flows is based on the consolidated statements of cash flows in our consolidated financial statements and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below (in thousands):

For the Six Months Ended June 30,
20252024
Net Cash Provided by Operating Activities$21,625$21,759
Net Cash Used in Investing Activities$(785)$(15,364)
Net Cash Used in Financing Activities$(19,199)$(11,551)
Cash and Cash Equivalents - End of Period$21,854$20,687

Net Cash Provided by Operating Activities:

Net cash provided by operating activities for the six months ended June 30, 2025 and 2024 were approximately $21.6 million and $21.8 million, respectively. Net cash flows provided by operating activities for the six months ended June 30, 2025 and 2024 were primarily related to contractual rent received from our properties, partially offset by our general and administrative expenses.

Net Cash Used in Investing Activities:

Net cash used in investing activities for the six months ended June 30, 2025 and 2024 were approximately $0.8 million and $15.4 million, respectively. Net cash used in investing activities for the six months ended June 30, 2025 related to approximately $0.8 million used to purchase two dispensaries in Ohio. Net cash used in investing activities for the six months ended June 30, 2024 related to approximately $4.0 million used to purchase a cultivation facility in Connecticut and approximately $11.4 million used to fund improvement allowances at our cultivation facilities in Arizona and Missouri.

Net Cash Used in Financing Activities:

Net cash used in financing activities for the six months ended June 30, 2025 and 2024 were approximately $19.2 million and $11.6 million, respectively. Net cash used in financing activities for the six months ended June 30, 2025, was mainly related to approximately $18.3 million in dividend payments to holders of our common stock and vested RSUs, as well as distributions on our LPI Units, approximately $0.3 million paid to redeem 15,198 LPI Units in cash, approximately $0.4 million related to cash paid for taxes in lieu of issuance of common stock on vested RSUs and PSUs and approximately

$0.3 million to issue PSUs in cash. Net cash used in financing activities for the six months ended June 30, 2024, was mainly related to approximately $17.0 million in dividend payments to holders of our common stock and vested RSUs, as well as distributions on our LPI Units, $1.0 million to pay down our loan payable and approximately $46 thousand related to cash paid for taxes in lieu of issuance of common stock on vested RSUs. These cash outflows were offset by $6.6 million drawn on our Revolving Credit Facility.

To maintain our qualification as a REIT, U.S. federal income tax law generally requires that we distribute at least 90% of our REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding capital gains. We must pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our taxable income. We evaluate each quarter to determine our ability to pay dividends to our stockholders based on our net taxable income if and to the extent authorized by our board of directors. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service payments. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution.

As a result of this distribution requirement, our Operating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. During the six months ended June 30, 2025, we declared and our board of directors approved, cash dividends on our common stock and restricted stock units and in our capacity as general partner of our Operating Partnership, we authorized distributions on our LPI Units of $0.86 per share.

During the six months ended June 30, 2024, we declared and our board of directors approved, cash dividends on our common stock and restricted stock units and in our capacity as general partner of the Operating Partnership, we authorized distributions on our LPI Units of 0.84 per share.

Contractual Obligations and Commitments

Unfunded Commitments

As of June 30, 2025, we had aggregate unfunded commitments of $12.1 million to develop and improve our cultivation facility in Connecticut and our two dispensaries in Ohio.

Corporate Office Lease

As of June 30, 2025, we were the lessee under one office lease for a term of four years, subject to annual escalations. The annual rent payments range from approximately $72 thousand in year one to approximately $85 thousand in year four. The office lease has a remaining weighted average term of approximately 1.17 years.

Revolving Credit Facility

The Revolving Credit Facility bore interest at a fixed rate of 5.65% through May 5, 2025. Subsequent to May 5, 2025, the Revolving Credit Facility bears interest at a variable rate based upon the greater of (a) the Prime Rate quoted in the Wall Street Journal (Western Edition) plus an applicable margin of 1.0% or (b) 4.75%. As of June 30, 2025, the interest rate on our Revolving Credit Facility was 8.50% and we had $7.6 million outstanding under the facility. See note 6 - Financings for more details.

Adoption of New or Revised Accounting Standards

We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we: (i) are no longer an emerging growth company; or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Interest Rate Risk

Interest rates are influenced by a range of factors, including fiscal and monetary policy, global economic conditions, and other variables beyond our control. We are subject to interest rate risk in connection with our Revolving Credit Facility, which carries a floating interest rate indexed to the prime rate (Wall Street Journal Western addition quoted rate). As of June 30, 2025, we had $7.6 million in principal outstanding under the facility, bearing interest at 8.50%, reflecting a 100 basis point spread over the prevailing prime rate of 7.50%. Our cost of financing increased following the transition from a fixed rate of 5.65% through May 2025 to a floating rate thereafter. While the prime rate has remained stable, our effective interest rate may fluctuate with future changes in the prime rate. We may seek to mitigate this exposure through the use of interest rate derivative instruments.

Impact of Inflation

As of June 2025, the annual inflation rate declined to approximately 2.7% from 3.0% as of June 2024. We enter into leases that generally provide for annual fixed increases in rent at a predetermined rate. In some instances, leases provide for annual increases in rent based on the increase in the Consumer Price Index ("CPI"). We expect these lease provisions to result in rent increases over time. During periods when inflation exceeds the rent increases stipulated in the leases, rent increases may not keep pace with the rate of inflation.

Seasonality

Our business is not, and we do not expect our business to be, subject to material seasonal fluctuations.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.