Newlake Cap Partners Inc

Good morning. I will be your conference call operator today. At this time, I would like to welcome everyone to the New Lake Capital Partners First Quarter 2025 earnings conference call. Today's call is being recorded. I will now turn the call over to Walter Pinto, Managing Director of KCSA Strategic Communications. Please go ahead.

Thank you, operator. Good morning and welcome everyone to the New Lake Capital Partners First Quarter 2025 earnings conference call. I'm joined today by Gordon Dugan, Chairman, Anthony Camiglia, President and Chief Executive Officer, Lisa Meyer, Chief Financial Officer, and Jared Annenberg, Senior Vice President and Head of Investments. Before we begin, I'd like to remind everyone the statements made during today's conference call may be deemed forward-looking statements within the meaning of the Safe Harbor of the Private Securities Mitigation Reform Act of 1995. The actual results may differ materially due to a variety of risks and uncertainties and other factors. For a detailed discussion of some of the ongoing risks and uncertainties in the company's business, I refer you to the press release issued yesterday and filed with the SEC on Form 8K, as well as the company's 10K, 10Q, and other reports filed periodically with the SEC. The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. FFO and AFFO are supplemental non-GAAP financial measures used in the real estate industry to measure and compare the operating performance of real estate companies. A complete reconciliation containing adjustments from GAAP net income attributable to common shareholders to FFO and AFFO and definitions of terms are included at the end of our press release. Please refer to that press release for more information. With that, it's my pleasure to call over to Mr. Gordon Dugan. Gordon, please go ahead.

Thank you, Walter, and good morning, everyone. I appreciate you all joining us today. 2025 is off to a solid start for New Lake. Rent collections across our portfolio remain stable and in line with the expectations we outlined on our last earnings call. We also closed two new property acquisitions, modest in size, but fully in line with our strategy of disciplined, accretive investing. Our first quarter AFFO payout ratio of 84% is consistent with recent quarters and remains within our stated target range of 80 to 90% payout, providing strong coverage and continued support for our dividend. As we discussed just two months ago, we anticipated continuing headwinds for the cannabis sector as the industry awaits key catalysts. Since then, we've unfortunately seen additional headlines reflecting distress in the sector. Over the past few years, we've emphasized our differentiated underwriting approach, and that discipline has thus far provided relative stability for our shareholders amid broader industry challenges. I believe our consistent, cautious approach during the industry's hyper growth phase has positioned us well. It has supported a reliable dividend profile and preserved financial strength we need to capitalize on long-term opportunities as the industry matures. Beyond cannabis, the broader reed industry continues to navigate elevated interest rates in evolving capital markets. Tariff policy and recession concerns are impacting certain reed sectors, but as Anthony will discuss shortly, New Lake's cash flows are less sensitive to these external pressures than most. Despite the broader macroeconomic environment and continued difficulty in the cannabis industry, we believe New Lake is well positioned. We have strong liquidity, one of the lowest leverage ratios in the reed sector, and ample credit capacity. We are very well prepared to invest prudently in high-quality tenants and to navigate the current landscape for the long-term benefit of our shareholders. With that, I'll turn it over to Anthony.

Thank you, Gordon, and good morning, everyone. Our first quarter results reflect the consistency and resilience of our portfolio. These results are consistent with our expectations and highlight the benefits of the proactive steps we've taken in portfolio construction and risk management. I'd like to start by highlighting the progress with one of our tenants, Calypso, which secured a strategic investment and partnership that will help unlock the value of their license, particularly as Pennsylvania moves closer to approving an adult use market. Jarrett will provide more detail shortly, but I wanted to emphasize that this outcome validates a core element of our investment strategy, which is focusing on quality properties in limited licensed states where regulatory frameworks support tenant profitability and long-term value creation. As Gordon just mentioned, we entered 2025 with a cautious outlook on the cannabis industry and that view certainly remains intact. We anticipate continued small-scale M&A, tougher financing conditions, and more industry receiverships as that challenging environment persists. While headlines may weigh on sentiment, our focus on property-level cash flow and limited licensed markets provides a bit of a buffer against that broader volatility. We remain confident that New Lake is well positioned to navigate this period and capitalize on long-term opportunities. I'd like to turn to regulatory and legislative developments. The past few weeks have delivered a flurry of activity, though the lasting impact on federal progress does remain uncertain. First, the DEA's rescheduling process continues to face delays. However, during last week's confirmation hearing, the nominee for DEA administrator pledged to make advancing the rescheduling process one of his top priorities. As a reminder, the DEA submitted a proposed rule nearly 12 months ago to move cannabis from Schedule 1 to Schedule 3 under the Controlled Substances Act, a shift that could unlock meaningful tax relief for the industry and represent a significant milestone in federal cannabis reform. We also observed a few cannabis related bills introduced over the past few weeks, the States Act, the PREPARE Act, and the evidence based drug policy act. While passage of these bills is highly uncertain, it's great to see this type of activity in Washington around reform. During the presidential campaign, Donald Trump expressed support for rescheduling and an earlier version of the States Act, and we're going to be watching closely for any signals of policy alignment from the current administration. As we all know, tariff policy has taken center stage recently, impacting many sectors of the global economy. Compared to other sectors, the cannabis industry is likely to experience less disruption from recent tariffs. While some imported components, such as vaporizer cartridges and packaging materials, are sourced internationally, these do represent a relatively small percentage of the total product cost. Infrastructure related imports, like lighting and cultivation equipment, could be affected. However, given the current slowdown in capital expenditures for the industry, the near-term impact should be modest. This is also an industry, let's remember, that has demonstrated remarkable resilience. From navigating COVID-era supply chain shocks to adjusting quickly during periods of severe price compression, cannabis operators have consistently shown their ability to adapt, to optimize, and to endure. In that context, I'm fairly confident the industry will find its way through this uncertainty as well. Given the recent tariff actions, there's also been renewed concern about a potential recession. While those fears are valid across many sectors, we believe the cannabis industry, like the spirits and beer industries, has characteristics that make it more resilient in an economic downturn. Consumer demand for these categories tends to remain stable even when discretionary spending tightens. Cannabis, much like alcohol, is often viewed as an affordable indulgence and one that can, excuse me, one that customers continue to prioritize regardless of broader economic conditions. We did see this dynamic play out during the COVID-19 pandemic when cannabis sales remained relatively strong despite significant economic disruption. As a result, we're currently less concerned about a potential recession having a material impact on our portfolio. As I wrap up my comments today, I want to share a quick team update. Jarrett, who's been with us from the very beginning and played a key role in building the company, will be stepping away later this month to take the reins of his family business. Jarrett has been an incredible partner for many years. He's been steady, thoughtful, and deeply committed to New Lake success. From acquisition strategy to underwriting to tenant relationships, he set a tone of excellence that will continue to guide how we operate and grow. The quality portfolio we've built together reflects the high standards, discipline, and execution that Jarrett helped define here at New Lake. We're grateful for all he's contributed and while we'll certainly miss working with him day to day, the foundation he helped build is strong and will serve New Lake shareholders well for years to come. Nikki Creer, who has worked closely with Jarrett over the past three years, and many of you know, will step into an expanded role working directly with me on investment and portfolio management activities. We'll continue to evaluate our acquisition capabilities in the months ahead and importantly, Jarrett's going to remain involved as a consultant through year end to ensure a smooth and seamless transition. We're really excited for Jarrett and his wonderful family. We wish him the best of luck. And with that, I'll turn the call over to Jarrett.

Thank you, H.E., for the much too kind words. Before I discuss my transition in more detail, I'll provide an update on deal activity, talk about RevClinics and Calypso, give insight into the operating environment, and talk about transaction activity. In Q1, we acquired a Cresco dispenser in Ohio with a total commitment of a million dollars. At subsequent to quarter end, we acquired a second Cresco dispenser in Ohio for an additional commitment of $875,000. Between the two dispensaries, approximately one million of the total commitment is construction improvement allowance. Moving to TI allowance, we did not have any disbursements in the first quarter. As of March 31st, we had 11 million in outstanding TI with C3 in Connecticut. The timing of those disbursements for C3 will vary as the tenant reevaluating options after final construction pricing came in significantly higher than the original bits. Turning to our existing facilities, average EBITDA coverage for the latest available quarter was 3.4 times for cultivation and 8.6 times for dispensaries, both down slightly from the previous quarter. Now, these metrics are from Q4, which has historically been a slower quarter for the industry. That said, the coverages are still within the same range that they have been over the past 24 months. But given price compression across the industry, time will tell if these coverages are really seasonality or the new normal for the industry. Please note that we use estimates where appropriate, given each company reports slightly differently on a property level basis. Next, I want to give an update on RevClinics and Calypso. Starting with RevClinics, who as a reminder entered receivership in mid-December. They have continued to pay us 50% of contractual rent as they wind down operations, and we expect to take possession of the building towards the end of June. We've hired a broker who has conducted tours with interested cannabis users. And while we have had activity early on, given the difficult operating environment in Massachusetts, we anticipate it will take some time to release the property. With regards to Calypso, their security deposit was applied to rent through mid-February, after which we received the remaining outstanding rent for the first quarter in connection with the financial restructuring of Calypso to raise new third-party capital. We're excited for our tenant, and the added capital should allow them to build out own dispensaries, creating a vertically integrated operator in Pennsylvania, with the adult use of legislation just passed through the state house this week. The Calypso transaction is currently awaiting regulatory approval and customary closing conditions. We expect to receive full rent moving forward. Now, as Anthony and Gordon noted, the industry continues to experience headwinds as we await federal reforms and margins continue to compress. However, we are starting to see tack-on acquisitions in select markets where operators with stronger balance sheets are taking advantage of the opportunity to buy quality assets from distressed sellers. These assets tend to be markets where the acquirer already has a presence and views the acquisition as a low-risk opportunity that is immediately creative to their existing operations. We expect to see this type of M&A continue as some operators look to shore up their balance sheets while others are looking to grow. Regarding transaction activity, as I mentioned, we closed on two dispensaries with Cresco in Ohio in the past 90 days. While dispensaries aren't the same size as cultivation assets, these transactions do demonstrate that we are deploying capital in an accretive manner while maintaining our disciplined approach. We continue to see these types of opportunities for both dispensaries and cultivation assets as we have ample capital available in a much less competitive environment. Lastly, on a personal note, as Anthony said, after six incredibly rewarding years helping build New Lake from the ground up, I've made the difficult decision to step away from the company. In a few weeks, I'll be transitioning to help lead my family's real estate investment business, something I've wanted to do for as long as I can remember. While I'm excited for what's ahead, it is bittersweet and I'm deeply proud of everything we've accomplished here together. I'll continue to support the team in a consulting role over the next six months to ensure continuity and momentum during the transition. I'm incredibly grateful to our investors, tenants, the board, and the New Lake team for their trust, support that you've shown me over the last few years. I'll be cheering the company on and the continued success not only on a personal level but as a shareholder and a believer in the company's long-term prospects. With that, I'll turn it over to Lisa.

Thank you, Jared. In the first quarter of 2025, our portfolio generated total revenue of $13.2 million, an increase of .8% from the previous year, reflecting the quality of our portfolio. The key factors contributing to this increase include rental income from the acquisition of a cultivation facility in Connecticut and a dispensary in Ohio. We've committed to fund an additional $11.7 million in building and improvements for these properties. Base rent growth from the funding of building improvements across four cultivation facilities and annual rent escalators that consistently boost our revenue. As discussed, revolutionary clinics continued paying 50% of the contractual rent in the first quarter. Also, for Calypso, we apply the remaining escrow and security deposit of $490,000 to the first quarter rent, and as Jared mentioned, we received the remaining contractual rent for the quarter as Calypso progressed through its recapitalization. During the three months ended March 31, 2025, we acquired a Cresco dispensary in Ohio and ended the quarter with a total unfunded commitment of $11.7 million. Net income attributable to common shareholders for the three months ended March 31, 2025, total $6.3 million or 31 cents per share. Adjusted funds from operations for the quarter was $10.7 million or 51 cents per share, reflecting a modest decline of .2% as compared to the same period in 2024. While revenue increased, the decline in ASFO was driven by higher professional fees and timing of tenant billbacks and the associated reimbursements. Since we recognize revenue on a cash basis, timing differences can arise from when we pay property expenses on behalf of our tenants and when the tenants reimburse us, leading to temporary fluctuations in earnings. On a sequential basis, revenue grew .6% in the first quarter of 2025, driven by the acquisition of a Cresco dispensary, annual rent escalators, and reimbursable revenue from tenant billbacks recorded during the quarter. However, ASFO modestly decreased compared to the fourth quarter, driven by higher professional fees and the timing of tenant billbacks and their associated reimbursements, as previously discussed. We declared a first quarter 2025 cash dividend of 43 cents per share of common stock, equivalent to $1.72 per share of common stock on an annualized basis. The dividend is fully supported by the earnings power of our portfolio, with a first quarter payout ratio of 84%. This demonstrates our commitment to delivering consistent shareholder returns while maintaining a solid balance sheet. The first quarter dividend was paid on April 15, 2025 to stockholders of record at the close of business on March 31, 2025. On March 31, 2025, our balance sheet remains strong, with $432 million in gross real estate assets and only $8 million in debt outstanding, and a debt to EBITDA ratio of less than 0.2 times. Our liquidity is solid, with $102 million available, including $19.9 million in cash and $82.4 million in untapped revolving credit facility capacity. The company is strategically positioned to execute a business strategy to grow earnings for investors as we prudently deploy capital. With that, I will turn the call over to the operator for Q&A.

Thank you. We'll now be conducting a question and answer session.

If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys.

One moment please while we pull up our questions. Our first question is from Pablo Zuanek with Zuanek

and Associates.

Thank you. Good morning, everyone. I'm going to start with some basic modeling housekeeping questions. Regarding C3, you said that they may not go ahead with their project, so the $11 million in unfunded commitments may be won't materialize, meaning you will not be able to actually model that in my book progression for the year, I'm assuming. But if you can give more color on that and remind us whether you had advanced any monies to C3 as part of a Connecticut property, and what happens with that money? Do you get it back or do they pay rent on that? And I'll follow up with the links on RebClinics, but let's start with C3. Thanks.

Yeah. So thanks, Pablo, for the question. We own the property in Connecticut. They pay rent on the property in Connecticut. They are reevaluating the build out of that facility given how high the costs have come in to complete the project. And so the timing of takedown or the ultimate takedown of any additional TI is uncertain, as we've said. And so we don't want to predispose what the final outcome is going to be. But I think for the intermediate time here, for your modeling purposes, pausing the distribution of the TI would make sense.

Thank you. And then regarding RebClinics, understood from what you said, I think the receiver is in control and they are making sure that 50% of rent is paid. How does that work going forward? Is that being evaluated quarter by quarter or should we assume that it's being paid every quarter, 50% of the rent? And is there a deadline in terms of when you take control and hand it over to a broker to lease or you can do that any time? Thanks.

Yeah. So we've already engaged brokers to try to source retenanting with the expectation that the receiver will turn the building back over to us. And in Jarrett's comments, he identified that they'd be in there, I think, through the end of the second quarter. The receiver's charge is to sell the business to maximize the proceeds for the creditors. And we do have that stipulation agreement with the receiver that so long as they're in the building, they will pay us that 50% rent. And so as the receiver winds down their activity in either selling the business if they can get that done or liquidating what assets are available to the company, i.e. inventory, before they turn the building back over to us. So yeah, what we've said is expect through the end of the second quarter and we expect to get the building back at the end of the second quarter. And we've already started touring people through for releasing activities.

Right. And I don't know, can you quantify the 50% rental in terms of offer per share? Are we at that?

It's about one and a half cents.

Okay. All right. And regarding Calypso, the way I heard what you said is that pretty much, I guess, everything is back to normal. You're going to get the extra deposits up again and they want to keep paying for rental per normal.

That is the plan is subject to regulatory approval and customary closing conditions, but that generally would be the plan.

But while we wait for the regulatory approval, what happens in terms of again, modeling and rental being collected?

What we've said, we don't provide forward looking statements, but what we've said is that we've been confident in the resolution and if there was a disruption to rent, it would be very short lived. But we do expect the all tenants to pay rent timely and Calypso is no different. Okay.

Thank

you.

And then just stepping back, bigger picture, obviously your stock has been penalized or impacted by what's happening at IPR, first with the pharma gun situation and then with some tenant defaults that they've disclosed. What's the read here for New Lake and what can we say to investors in terms of why is this different in the case of New Lake?

Thank you for the question. I would start by pointing out at our payout ratio. I think with an 84% AFFO payout ratio, well within our 80 to 90% guided range, I think that provides the coverage that investors can feel confident about the dividend that we've declared previously and our ability to continue delivering on the dividend for shareholders. I also think when you look across the portfolio of the 33 properties, we've had one and that is the revolutionary clinics. That's been an issue and while we've spent a lot of time on previous calls talking about Calypso, we've collected all rent from the inception of that lease. It's been noisy for sure, but we have collected rent. And I know a lot of people look at what's happening across the industry and expecting us to come up with a meaningful press release around a number of defaults. And I'd say if you just look at our EBITDA coverage disclosures and understand from hearing us talk about the way we underwrite deals, the best way to continue getting paid rent is to enter into deals that provide good cash flow for tenants. And we feel pretty good about the cash flow that our properties provide for the tenant. I want to be clear, I'm not saying we're never going to have another issue. You can't have a portfolio with over 13 years of remaining weighted average lease term and expect that you're not going to have another tenant issue. But again, I think why we've been insulated from a lot of the disruption that you've seen across the landscape is that emphasis not only on limited license states, but on the property level cash flows.

Thank you. And one more bigger picture. So in terms of, I mean, most companies sound more cautious, right? We've seen them so number so far, not a lot of growth. There's uncertainty in terms of when we get Florida, Virginia, Pennsylvania. So there's less capex in general. I think even a mortgage-read company yesterday talked about, it's lower outlook in that sense. In that context, what does that mean for sale lease back? I mean, does that mean that there's even less demand for sale lease back? And I guess asking the question a different way, when we look at that refinancing wall that people talk about, is that an opportunity for sale lease back or not really? Thanks.

Yeah. So I would, let me answer that in a couple of ways. Number one, when we look at this industry and where it is in the capex cycle, there isn't a significant demand for real estate capital today as it stands. Number two, when I look at the balance sheets of public companies, we estimate that there's approximately $2 billion of real estate residing on the balance sheets of public companies. And so that means away from the publics, there's more. And so just the existing cannabis real estate out there, there's billions of available properties, many of which are being utilized to secure shorter-term debt facilities. And so to your other question around, is there an opportunity? I certainly do believe there's an opportunity. We've been talking to operators in the industry that as they approach the refinancing of their facilities, that they look at sale lease back as a part of that approach and an opportunity for them to diversify their sources of capital, use their balance sheet assets potentially more efficiently than they are today by pledging them to a credit facility for 25%, 35%, 50% advance rate. And so I do think there's opportunities, but long-term, what is the opportunity? It's for states like Texas, Georgia, North Carolina. These are large, populous states that have, if they have a marijuana program like Texas, it's very, very small. And so there's lots of capex that's going to be required to build out those states, not to mention Kentucky and maybe Nebraska when they start to get their program organized. So I see that in the near term, and I think our pipeline reflects this, excuse me, our deal activity reflects that. You look at what we've done over the last year, it's been much less versus that 21, 22 period. But we do see some opportunities to continue to deploy capital in the near term. But then long-term, it'll be these large state activations that will continue to drive demand. And then when companies have the opportunity to approach a proper, what I would say, the market is going to be able to see them utilize sale leaseback more as they get to a more optimal capital structure and shed hard assets off of their balance sheet.

Got it. And one last question, Anthony. I mean, you were at ICBC Berlin recently. Is international an opportunity for New Lake and for sale leaseback within the cannabis world? Thank you.

Yeah, potentially. Potentially it is. And that's why we were over there evaluating the market, learning about the market. What's interesting is that people may not know that Germany has fully legalized cannabis. It's a different structure than we utilize here in the States. But they fully legalized cannabis. Lots of people believe that as Germany goes, the rest of the continent will go. And so just as we see reform occurring in the United States, I think we'll continue to see reform occur over the long term. And quite frankly, some of our tenants in the US are over in Europe already, and some of them are looking to enter Europe. And so if we're comfortable with a credit and a management team in the US, if we want to be a true partner for them, we certainly have to be ready if they call upon us to evaluate opportunities wherever their business may take them, whether that be in Canada or in Europe.

Thank you. That's all. Thanks. Thank you, Pablo.

Thank you. There are no further questions at this time. I'd like to hand the floor back over to

Anthony Coniglia for any closing comments.

Well, thank you everybody for joining us today. Have yourself a great summer. We'll speak to you in August.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.