nlcp-20230331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to ________

Commission file number 000-56327

NewLake Capital Partners, Inc.

(Exact name of registrant as specified in its charter)


Maryland			83-4400045
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

50 Locust Avenue, First Floor, New Canaan CT 06840			203-594-1402
(Address of principal executive offices)			(Registrants Telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, par value $0.01 per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company x
Emerging Growth Company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The number of shares of the registrant’s Common Stock, par value $0.01 per share, outstanding as of May 9, 2023 was 21,358,887.

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NewLake Capital Partners, Inc.

FORM 10-Q

March 31, 2023

TABLE OF CONTENTS


		Page No.

Part I Financial Information:
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Equity	3
	Consolidated Statements of Cash Flows	4
	Notes to the Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Special Note Regarding Forward Looking Information
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
Part II Other Information:
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
Signatures		36

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

NEWLAKE CAPITAL PARTNERS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


	March 31, 2023		December 31, 2022
Assets:	(Unaudited)		(Audited)
Real Estate
Land	$	21,397	$	21,427
Building and Improvements	377,880		378,047
Total Real Estate	399,277		399,474
Less Accumulated Depreciation	(22,796)		(19,736)
Net Real Estate	376,481		379,738
Cash and Cash Equivalents	41,498		45,192
In-Place Lease Intangible Assets, net	21,268		21,765
Loan Receivable	5,000		5,000
Property Held for Sale	1,949		—
Other Assets	2,260		2,554
Total Assets	$	448,456	$	454,249

Liabilities and Equity:

Liabilities:
Accounts Payable and Accrued Expenses	$	1,274	$	1,659
Revolving Credit Facility	1,000		1,000
Loan Payable, net	990		1,986
Dividends and Distributions Payable	8,483		8,512
Security Deposits	7,469		7,774
Rent Received in Advance	651		1,375
Other Liabilities	478		1,005
Total Liabilities	20,345		23,311

Commitments and Contingencies

Equity:
Preferred Stock, $0.01 Par Value, 100,000,000 Shares Authorized, 0 and 0 Shares Issued and Outstanding, Respectively	—		—
Common Stock, $0.01 Par Value, 400,000,000 Shares Authorized, 21,358,887 and 21,408,194 Shares Issued and Outstanding, Respectively	214		214
Additional Paid-In Capital	455,470		455,822
Accumulated Deficit	(34,956)		(32,487)
Total Stockholders' Equity	420,728		423,549

Noncontrolling Interests	7,383		7,389
Total Equity	428,111		430,938

Total Liabilities and Equity	$	448,456	$	454,249

The accompanying notes are an integral part of the consolidated financial statements

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CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)


	Three Months Ended March 31,
	2023		2022
Revenue:
Rental Income	$	11,157	$	9,097
Interest Income from Loans	128		919
Fees and Reimbursables	131		150
Total Revenue	11,416		10,166

Expenses:
Depreciation and Amortization Expense	3,561		2,679
General and Administrative Expenses:
Compensation Expense	819		836
Stock-Based Compensation	308		405
Professional fees	322		541
Other General and Administrative Expenses	564		532
Total General and Administrative Expenses	2,013		2,314
Total Expenses	5,574		4,993

Loss on Sale of Real Estate	—		(60)

Income From Operations	5,842		5,113

Other Income (Expenses):
Interest Income	220		48
Interest Expense	(92)		(27)
Total Other Income (Expense)	128		21

Net Income	5,970		5,134



Net Income Attributable to Noncontrolling Interests	(102)		(117)

Net Income Attributable to Common Stockholders	$	5,868	$	5,017

Net Income Attributable to Common Stockholders Per Share - Basic	$	0.27	$	0.24

Net Income Attributable to Common Stockholders Per Share - Diluted	$	0.27	$	0.23

Weighted Average Shares of Common Stock Outstanding - Basic	21,423,470		21,382,069

Weighted Average Shares of Common Stock Outstanding - Diluted	21,797,316		21,931,352

The accompanying notes are an integral part of the consolidated financial statements

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NEWLAKE CAPITAL PARTNERS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In thousands, except share amounts)


Three Months Ended March 31, 2023
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interest		Total Equity
	Shares	Par

Balance as of December 31, 2022	21,408,194	$	214	$	455,822	$	(32,487)	$	7,389	$	430,938




Repurchase of Common Stock	(49,307)	—		(622)		—		—		(622)

Stock-Based Compensation	—	—		308		—		—		308
Dividends to Common Stock	—	—		—		(8,330)		—		(8,330)
Dividend Equivalents to Restricted Stock Units	—	—		—		(7)		—		(7)
Distributions to OP Unit Holders	—	—		—		—		(146)		(146)
Adjustment for Noncontrolling Interest Ownership in Operating Partnership	—	—		(38)		—		38		—
Net Income	—	—		—		5,868		102		5,970
Balance as of March 31, 2023	21,358,887	$	214	$	455,470	$	(34,956)	$	7,383	$	428,111


Three Months Ended March 31, 2022
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interest		Total Equity
	Shares	Par
Balance as of December 31, 2021	21,235,914	$	213	$	450,916	$	(23,574)	$	11,780	$	439,335
Conversion of Vested RSUs to Common Stock	3,002	—		126		—		(126)		—
Conversion of OP Units to Common Stock	61,494	—		1,104		—		(1,104)		—
Stock-Based Compensation	—	—		405		—		—		405


Dividends to Common Stock	—	—		—		(7,029)		—		(7,029)
Dividend Equivalents to Restricted Stock Units	—	—		—		—		(42)		(42)




Distributions to OP Unit Holders	—	—		—		—		(129)		(129)
Adjustment for Noncontrolling Interest Ownership in Operating Partnership	—	—		139		—		(139)		—
Net Income	—	—		—		5,017		117		5,134
Balance as of March 31, 2022	21,300,410	$	213	$	452,690	$	(25,586)	$	10,357	$	437,674

The accompanying notes are an integral part of the consolidated financial statements

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NEWLAKE CAPITAL PARTNERS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	For the Three Months Ended
	March 31. 2023		March 31, 2022
Cash Flows from Operating Activities:
Net Income	$	5,970	$	5,134
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Stock-Based Compensation	308		405
Loss on Sale of Real Estate	—		60
Depreciation and Amortization Expense	3,557		2,679
Amortization of Debt Issuance Costs	64		—
Amortization of Debt Discount	3		7

Changes in Assets and Liabilities
Other Assets	259		(121)
Accounts Payable and Accrued Expenses	(383)		(685)
Security Deposits	(305)		—
Interest Reserve	—		(919)
Rent Received in Advance	(724)		(323)
Other Liabilities	(512)		—
Net Cash Provided by Operating Activities	8,237		6,237

Cash Flows from Investing Activities:


Escrow Deposits	—		(7,300)
Reimbursements of Tenant Improvements	(1,402)		(3,443)

Acquisition of Real Estate	(350)		—
Disposition of Real Estate	—		761
Net Cash Used in Investing Activities	(1,752)		(9,982)

Cash Flows from Financing Activities:


Repurchase of Common Stock	(622)		—
Common Stock Dividends Paid	(8,349)		(6,593)
Restricted Stock Units Dividend Equivalents Paid	(17)		(42)
Distributions to OP Unit Holders	(146)		(129)


Principal Repayment on Loan Payable	(1,000)		(1,800)
Deferred Financing Costs	(45)		—
Net Cash Used in Financing Activities	(10,179)		(8,564)

Net Increase (Decrease) in Cash and Cash Equivalents	(3,694)		(12,309)
Cash and Cash Equivalents - Beginning of Period	45,192		127,097

Cash and Cash Equivalents - End of Period	$	41,498	$	114,788
Supplemental Disclosure of Cash Flow Information:
Interest Paid	$	94	$	5
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Dividends and Distributions Declared, Not Paid	$	8,483	$	7,200

The accompanying notes are an integral part of the consolidated financial statements

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 1 - Organization

NewLake Capital Partners, Inc. (the “Company”), a Maryland corporation, was formed on April 9, 2019, under the Maryland General Corporation Law, 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’s year-end is December 31. On March 17, 2021, GARE completed a merger (the “Merger”) with another company (the “Target”) that owned a portfolio of cultivation facilities and dispensaries utilized in the cannabis industry, and renamed itself “NewLake Capital Partners, Inc.” The Merger was completed through the issuance of 7,699,887 shares of common stock valued at $21.15 per share and warrants to purchase up to 602,392 shares of the Company’s common stock valued at approximately $4.8 million. Upon completion of the Merger, the Company owned 24 properties across nine states. In connection with the Merger, the Company also entered into various arrangements and agreements with certain of the Company's significant stockholders, including director nomination rights.

The Company conducts its business through its subsidiary, NLCP Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” or “OP”). The Company holds an equity interest in the Operating Partnership and is the sole general partner. Subsequent to the Merger, the name of the Operating Partnership was changed from GreenAcreage Operating Partnership LP to NLCP Operating Partnership LP.

On August 13, 2021, the Company completed its initial public offering ("IPO") of 3,905,950 shares of common stock, with a par value $0.01 per share. The Company's common stock trades on the OTCQX® Best Market operated by the OTC Markets Group, Inc., under the symbol “NLCP”.

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company, the Operating Partnership, as well as wholly owned subsidiaries of the Operating Partnership’s and variable interest entities ("VIEs") in which the Company is considered the primary beneficiary. The accompanying unaudited financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. In managements opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows have been made. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the operating results for the full year or any future period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and filed with the Securities and Exchange Commission (“SEC”) on March 9, 2023.

Substantially all of the Company's asset are held by and all of its' operations are conducted through the Operating Partnership. 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 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 March 31, 2023 and December 31, 2022, the assets and liabilities of

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (continued)

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, the fair value and impairment of property and in-place lease intangibles acquired, and the fair value of stock-based compensation. Actual results could differ from those estimates.

Reclassification

Certain prior year balances have been reclassified to conform to the Company's current year presentation.

Significant Accounting Policies

There have been no significant changes to the Company's accounting polices included in Note 2 to the Consolidated Financial Statements of the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Recent Accounting Pronouncements

Description

Adoption 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.

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 3 - Real Estate

As of March 31, 2023, the Company owned 32 properties, including one that is classified as held for sale, located in 12 states. The following table presents the Company's held for investment real estate portfolio as of March 31, 2023 (dollars in thousands):


Tenant		Market	Site Type	Land		Building and Improvements		Total Real Estate		Accumulated Depreciation		Net Real Estate
Acreage		Connecticut	Dispensary	$	395	$	534	$	929	$	(62)	$	867
Acreage		Massachusetts	Cultivation	481		9,310		9,791		(953)		8,838
Acreage		Pennsylvania	Cultivation	952		9,209		10,161		(910)		9,251
Ayr Wellness, Inc.		Nevada	Cultivation	1,002		12,577		13,579		(297)		13,282
Ayr Wellness, Inc.		Pennsylvania	Cultivation	2,964		11,565		14,529		(314)		14,215
Bloom Medicinal		Missouri	Cultivation	948		11,919		12,867		(232)		12,635
Calypso Enterprises		Pennsylvania	Cultivation	1,486		28,514		30,000		(668)		29,332
Columbia Care		California	Dispensary	1,082		2,692		3,774		(176)		3,598
Columbia Care		Illinois	Dispensary	162		1,053		1,215		(66)		1,149
Columbia Care		Illinois	Cultivation	801		10,560		11,361		(673)		10,688
Columbia Care		Massachusetts	Dispensary	108		2,212		2,320		(156)		2,164
Columbia Care		Massachusetts	Cultivation	1,136		12,690		13,826		(1,079)		12,747
Cresco Labs		Illinois	Cultivation	276		50,456		50,732		(4,643)		46,089
Curaleaf		Connecticut	Dispensary	184		2,748		2,932		(187)		2,745
Curaleaf		Florida	Cultivation	388		75,595		75,983		(4,649)		71,334
Curaleaf		Illinois	Dispensary	69		525		594		(37)		557
Curaleaf		Illinois	Dispensary	65		959		1,024		(70)		954
Curaleaf		Illinois	Dispensary	606		1,128		1,734		(81)		1,653
Curaleaf		Illinois	Dispensary	281		3,072		3,353		(214)		3,139
Curaleaf		North Dakota	Dispensary	779		1,395		2,174		(102)		2,072
Curaleaf		Ohio	Dispensary	574		2,788		3,362		(226)		3,136
Curaleaf		Pennsylvania	Dispensary	877		1,041		1,918		(95)		1,823
Curaleaf		Pennsylvania	Dispensary	216		2,011		2,227		(140)		2,087
Greenlight	(1)	Arkansas	Dispensary	238		1,919		2,157		(134)		2,023
Mint	(2)	Arizona	Cultivation	2,400		11,293		13,693		—		13,693
Organic Remedies		Missouri	Cultivation	204		20,731		20,935		(1,369)		19,566
PharmaCann		Massachusetts	Dispensary	411		1,701		2,112		(209)		1,903
PharmaCann		Ohio	Dispensary	281		1,269		1,550		(15)		1,535
PharmaCann		Pennsylvania	Dispensary	44		1,271		1,315		(81)		1,234
Revolutionary Clinics		Massachusetts	Cultivation	926		41,934		42,860		(2,164)		40,696
Trulieve		Pennsylvania	Cultivation	1,061		43,209		44,270		(2,794)		41,476
Total Real Estate(3)				$	21,397	$	377,880	$	399,277	$	(22,796)	$	376,481

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 3 - Real Estate (continued)

(1) GL Partners, Inc. (Greenlight) took over as tenant, however Curaleaf remains the guarantor subject to certain conditions in the lease agreement.

(2) This property is under development. Once completed and placed in service, the Company will start depreciating this property.

(3) The table does not include one property held for sale.

Real Estate Acquisitions

During the three months ended March 31, 2023, the Company invested approximately $350 thousand to acquire one parcel of land and committed to fund $16.2 million to expand a cultivation facility in Missouri . The following table presents the real estate acquisition for the three months ended March 31, 2023 (in thousands):

Tenant

Market

Site Type

Closing Date

Real Estate Acquisition Costs

Bloom Medicinal

Missouri

Cultivation

March 3, 2023

350

(1)

Total

350

(1)The Company exercised its option to purchase the adjacent parcel of land to expand its cultivation facility in Missouri and has committed to fund $16.2 million for the expansion.

During the year ended December 31, 2022, the Company invested approximately $67.0 million to acquire four cultivation facilities and one dispensary. 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 Medicinal

Missouri

Cultivation

April 01, 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 Enterprises

Pennsylvania

Cultivation

August 05, 2022

30,000

(3)

PharmaCann

Ohio

Dispensary

November 03, 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 TI commitments funded at closing, if any, as of December 31, 2022. Excludes TI commitments not funded as of December 31, 2022. Excludes approximately $11.0 thousand of capitalized transaction costs on properties purchased prior to January 1, 2022.

(2) Includes approximately $5.0 million of TI funded at closing of the property.

(3) The Company entered into a $30.0 million mortgage loan on October 29, 2021 which converted to a sale-leaseback on August 5, 2022.

Conversion of Mortgage Loan

The Company funded a $30.0 million mortgage loan to Hero Diversified Associates, Inc. (“HDAI" or "Calypso") on October 29, 2021. On August 5, 2022 the mortgage loan converted to a twenty year sale-leaseback and the Company recorded land and building and improvements which have been included in "Total Real Estate" on the consolidated balance sheets.

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 3 - Real Estate (continued)

Tenant Improvements Funded

During the three months ended March 31, 2023, the Company funded approximately $1.4 million of tenant improvements. The following table presents the tenant improvements funded for the three months ended March 31, 2023 (in thousands):

Tenant

Market

Site Type

Closing Date

TI Funded

Unfunded Commitments

Mint

Arizona

Cultivation

June 24, 2021

752

802

(1)

Organic Remedies

Missouri

Cultivation

December 20, 2021

116

166

Bloom Medicinal

Missouri

Cultivation

April 1, 2022

534

16,150

Ayr Wellness, Inc.

Pennsylvania

Cultivation

June 30, 2022

—

750

Total

1,402

17,868

(1)The tenant has been paying rent for the remaining commitment since July 2022 in accordance with the lease agreement.

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

—

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

'(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 has 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 commitment does not include a $16.5 million option but not obligation to acquire an adjacent property from an existing tenant.

Disposal of Real Estate

There were no sales of real estate during the three months ended March 31, 2023.

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 $60 thousand. The Company continued to collect the rent that would have been received from the Massachusetts property through increased lease payments from each of the remaining two properties leased by PharmaCann until the acquisition of a third property that was leased to PharmaCann in November 2022.

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 3 - Real Estate (continued)

Real Estate Held for Sale

As of March 31, 2023, the Company is under contract with a broker to sell a property with a carrying amount $1.9 million located in Massachusetts. The property is available for immediate sale in its present condition and management expects the property will sell within one year. A property that is held for sale is required to be recorded at the lower of carrying amount or fair value less cost to sell with a loss recognized if the carrying amount of the property exceeds its fair value less cost to sell. As of March 31, 2023, the property was recorded at its carry value as a result of a make whole provision in the lease agreement.

At March 31, 2023, the property's initial recording amount was $1.9 million and it is classified in "Property Held for Sale" in the accompanying consolidated balance sheet.

Construction in Progress

Construction in progress was $12.9 million and $12.1 million on March 31, 2023 and December 31, 2022, respectively, and is included in "Buildings and Improvements" in the accompanying consolidated balance sheets.

Depreciation and Amortization

Depreciation expense for the three months ended March 31, 2023 and 2022, was $3.1 million and $2.2 million, respectively.

Amortization of the Company’s acquired in-place lease intangible assets was approximately $0.5 million for both the three months ended March 31, 2023 and 2022. The acquired in-place lease intangible assets have a weighted average remaining amortization period of 10.9 years.

In-place Leases

The following table presents the future amortization of the Company’s acquired in-place leases as of March 31, 2023 (in thousands):


Year	Expense
2023 (nine months ending December 31, 2023)	$	1,489
2024	1,985
2025	1,985
2026	1,985
2027	1,985
Thereafter	11,839
Total	$	21,268

Impairment

The Company reviewed tenant activities and changes in the business condition of all of its properties and reviewed the existence of potential triggering events or impairment indicators to determine if there is impairment. Based on its review, as of March 31, 2023 and March 31, 2022 no impairment losses were recognized.

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 4 - 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. The Company's tenants operate in the fast-growing cannabis industry. All of the Company's leases generally contain annual increases in rent (typically between 2% and 3%) over the expiring rental rate at the time of expiration. Certain of the Company's 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 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 2020 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 March 31, 2023, the Company's gross investment in these two properties was approximately $6.3 million.

The following table presents the future contractual minimum rent under the Company’s operating leases as of March 31, 2023 (in thousands):


Year	Contractual Minimum Rent
2023 (nine months ending December 31, 2023)	$	36,889
2024	51,211
2025	53,405
2026	54,777
2027	56,186
Thereafter	593,151
Total	$	845,619

Concentration of Credit Risk

The ability of any of the Company's tenants to honor the terms of its lease are dependent upon the economic, regulatory, competitive, natural and social factors affecting the community in which that tenant operates.

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 4 - Leases (continued)

The following table presents the five tenants in the Company's portfolio that represented the largest percentage of the Company's total rental income for each of the periods presented:


For the Three Months Ended March 31,
2023				2022
Tenant	Number of Leases		Percentage of Rental Income(1)	Tenant		Number of Leases	Percentage of Rental Income(1)
Curaleaf	10		25%	Curaleaf		11	26%
Cresco Labs	1		15%	Cresco Labs		1	17%
Trulieve	1		12%	Trulieve		1	14%
Columbia Care	5		9%	Revolutionary Clinics	'(3)	1	14%
Calypso	1	'(2)	8%	Columbia Care		5	11%

(1) Calculated based on rental income received during the period. This amount excludes revenue from fees and reimbursements.

(2) This tenant held a mortgage loan as of the three months ended March 31, 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.

(3) This tenant failed to pay rental income during the three months ended March 31, 2023. A security deposit of approximately $315 thousand was applied.

Non-Performing Tenant

Through March 31, 2023, Revolutionary Clinics failed to pay contractual rent, under one lease agreement. The Company is currently in discussion with the tenant to negotiate a resolution, which could include rent deferrals, or other concessions. The Company held a security deposit of approximately three months of contractual rent, of which we applied $315 thousand towards the outstanding rent during the three months ended March 31, 2023.

As Lessee

As of March 31, 2023, the Company was the lessee under one office lease that qualifies under the right-of-use ("ROU") model. The Company recorded a ROU asset of $273 thousand which is classified in “Other Assets” on the Company's consolidated balance sheets through a ROU model, in which the Company recorded a ROU asset and a lease liability. The ROU asset is amortized over the remaining lease term. The amortization is made up of the principal amortization under the lease liability plus or minus the straight-line adjustment of the operating lease rent. The lease liability is included in “Other Liabilities” the Company's consolidated balance sheets.

The following table presents the future contractual rent obligations as lessee as of March 31, 2023 (in thousands):


Year	Contractual Base Rent
2023	$	59
2024	75
2025	77
2026	52


Total Minimum Lease Payments	$	263
Less Amount Discounted Using Incremental Borrowing Rate	48
Total Lease Liability	$	215

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 4 - Leases (continued)

As of March 31, 2023, the weighted-average discount rate used to calculate the lease liability was 5.65% and the remaining lease term was 3.4 years.

Note 5 – 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 rate in effect immediately prior to the anniversary date. The loan can be prepaid at any time without penalty and matures on June 30, 2026. The loan is cross defaulted with their lease agreement with the Company. As of March 31, 2023, the aggregate principal amount outstanding on the unsecured loan receivable was $5.0 million.

Note 6 – Financings

Seller Financing

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 is payable in January 2024. The loan's outstanding balance as of March 31, 2023 was $1.0 million and the remaining unamortized discount was $10.2 thousand.

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%.

As of March 31, 2023, the Company had approximately $1.0 million in borrowings under the Revolving Credit Facility and $89.0 million in funds available to be drawn, subject to sufficient collateral in the borrowing base.

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 5 – Financings (continued)

The facility is subject to certain liquidity and operating covenants and includes customary representations and warranties, affirmative and negative covenants and events of default. As of March 31, 2023, the Company complied with the terms of such covenants.

Note 7 - Related Party Transactions

Merger Agreement

In connection with the Merger, the Company entered into an Investor Rights Agreement (the "Investor Rights Agreement"). The Investor Rights Agreement provides the stockholders party thereto with certain rights with respect to the nomination of members to the Company's board of directors. Prior to the completion of the Company's IPO, pursuant to the Investor Rights Agreement, HG Vora Capital Management, LLC (“HG Vora”) had the right to nominate four directors to our board of directors. Following the completion of our IPO, for so long as HG Vora owns (i) at least 9% of our issued and outstanding common stock for 60 consecutive days, HG Vora may nominate two of the members of our board of directors, and (ii) at least 5% of our issued and outstanding common stock for 60 consecutive days, HG Vora may nominate one member of our board of directors. If HG Vora owns less than 5% of our issued and outstanding common stock for 60 consecutive days, then HG Vora may not nominate any members of our board of directors pursuant to the Investor Rights Agreement.

Prior to the completion of our IPO, NLCP Holdings, LLC had the right to designate three directors to our board of directors. Subsequent to our IPO, NLCP Holdings, LLC no longer has these rights.

Prior to the completion of our IPO, West Investment Holdings, LLC, West CRT Heavy, LLC, Gary and Mary West 2012 Gift Trust, Gary and Mary West Charitable Trust and WFI Co-Investments acting unanimously, collectively referred to as the “West Stockholders,” did not have a director nomination right. Following the completion of our IPO, the West Stockholders may nominate one member of our board of directors for so long as the West Stockholders own in the aggregate at least 5% of the issued and outstanding shares of our common stock. If the West Stockholders own in the aggregate less than 5% of our issued and outstanding common stock for 60 consecutive days, then the West Stockholders may not nominate any members of our board of directors pursuant to the Investor Rights Agreement.

Prior to the completion of our IPO, NL Ventures, LLC (“Pangea”) did not have a director nomination right. Following the completion of our IPO, Pangea may nominate one member of our board of directors for so long as Pangea owns at least 4% of our issued and outstanding common stock for 60 consecutive days. If Pangea owns less than 4% of our issued and outstanding common stock for 60 consecutive days, then Pangea may not nominate any members of our board of directors pursuant to the Investor Rights Agreement.

Note 8 - Noncontrolling Interests

The Company's noncontrolling interests represent limited partnership interest in the Operating Partnership not held by the Company. Noncontrolling interests represented 1.7% and 1.8% ownership in the Operating Partnership at March 31, 2023 and March 31, 2022, respectively.

The following table presents the activity for the Company’s noncontrolling interests issued by the Operating Partnership;


	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
		OP Units	Noncontrolling Interests %	OP Units	Noncontrolling Interests %
Balance at January 1,		373,582	1.7%	453,303	2.1	%




OP Units Converted		—		(61,494)
Balance at March 31,		373,582	1.7%	391,809	1.8	%

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 9 - Stock Based Compensation

The Company's board of directors adopted the 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 us 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 March 31, 2023, there were approximately 1,943,936 shares available for issuance under the Plan.

Restricted Stock Units

During the three months ended March 31, 2023, the Company granted 27,630 RSUs to certain officers and employees of the Company. Total outstanding RSUs as of March 31, 2023 were 75,419. Of the 75,419 outstanding RSUs, 18,534 RSUs were fully vested and 56,885 RSUs were unvested. There were no RSUs that vested or were forfeited during the three months ended March 31, 2023. During the three months ended March 31, 2022, 1,044 RSUs were granted and 4,102 RSUs were forfeited. Total outstanding RSUs as of March 31, 2022 were 169,136. Of the 169,136 outstanding RSUs, 127,176 RSUs were fully vested and 41,960 RSUs were unvested. RSUs are subject to restrictions on transfer and may be subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award.

Each RSU represents the right to receive one share of common stock upon vesting. Each RSU is also entitled to receive a dividend equivalent payment equal to the dividend paid on one share of common stock upon vesting. Unearned dividend equivalents on unvested RSUs as of March 31, 2023 and 2022 were $60,760 and $26,854, respectively.

The amortization of compensation costs for the awards of RSUs are included in "Stock-Based Compensation" in the accompanying consolidated statements of operations and amounted to approximately $0.1 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively. The remaining unrecognized compensation cost of approximately $0.7 million for RSU awards is expected to be recognized over a weighted average amortization period of 1.6 years as of March 31, 2023.

The following table sets forth the Company's unvested restricted stock units activity for the three months ended March 31,:


	2023			2022
	Number of Unvested Shares of RSUs	Weighted Average Grant Date Fair Value Per Share		Number of Unvested Shares of RSUs	Weighted Average Grant Date Fair Value Per Share
Balance at January 1,	29,255	$	22.89	45,018	$	27.49
Granted	27,630	$	13.38	1,044	$	27.49
Forfeited	—	$	—	(4,102)	27.49

Balance at March 31,	56,885	$	18.27	41,960	$	27.49

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NEWLAKE CAPITAL PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 9 - Stock Based Compensation (continued)

Performance Stock Units

During the three months ended March 31, 2023, the Company granted 55,017 Performance Stock Units (“PSUs”) to officers and certain employees of the Company. Total outstanding PSUs as of March 31, 2023 and 2022 were 121,858 and 77,742, respectively. During the three months ended March 31, 2023 and 2022, no PSUs vested or were forfeited. 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 243,716 depending upon performance. The performance periods are August 13, 2021 through December 31, 2023, January 1, 2022 through December 31, 2024, and January 1, 2023 through December 31, 2025 and 18,858, 47,983 and 55,017 PSUs are scheduled to vest at the end of each performance period, respectively.

PSUs are recorded at fair value which involved using a Monte Carlo simulation for the future stock prices of the Company and its corresponding peer group. A fair value of $24.15, $24.00 and $11.23 were used for PSUs with performance periods ending December 31, 2023, 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 is entitled to receive a dividend equivalent payment equal to the dividend paid on the number of shares of common stock issued per PSU vesting. Unearned dividend equivalents on unvested PSUs as of March 31, 2023 and 2022 were $164,496 and $49,755, respectively.

The amortization of compensation costs for the awards of PSUs are included in "Stock-Based Compensation" in the accompanying consolidated statements of operations and amounted to $0.2 million for the three months ended March 31, 2023 and 2022. The remaining unrecognized compensation cost of approximately $1.4 million for PSU awards is expected to be recognized over a weighted average amortization period of 2.1 years as of March 31, 2023.

The following table sets forth the Company's unvested performance stock activity for the three months ended March 31,:


	2023			2022
	Number of Unvested Shares of PSUs	Weighted Average Grant Date Fair Value Per Share		Number of Unvested Shares of PSUs	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	—	$	—