Good day, and welcome to the Innovative Industrial Properties' Inc. Q1, 2020 Earnings Conference Call. All participants will be in listen-only mode.[Operator Instructions] After today's presentation, there will be an opportunity to ask question. Please note this event is being recorded.I would now like to turn the conference over to Brian Wolfe. Please go ahead.

Thank you for joining the call. Presenting today are Alan Gold, Executive Chairman; Paul Smithers, President and Chief Executive Officer; Catherine Hastings, Chief Financial Officer; and Ben Regin, Vice President of Investments.Before we begin, I would like to remind everyone that statements made during today's conference call may be deemed Forward-Looking Statements within the meaning of the Safe Harbor of the Private Securities Litigation Reform Act of 1995 and actual results may differ materially due to a variety of risks, uncertainties and other factors.For a detailed discussion of some of the ongoing risks and uncertainties of the Company's business, I refer you to the news release issued yesterday and filed with the SEC on Form 8-K, as well as the Company's 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.I will now hand the call over to Alan. Alan.

Thank you, Brian, and welcome everyone to our 2020 first quarter earnings call. First and foremost, we want to express our sincerest gratitude to all of our medical professionals, caregivers and researchers who are on the frontlines fighting the Coronavirus pandemic we are experiencing across the globe. It has been a trying time as we battle this health crisis, and it is resulting in extreme economic disruption.Although we have had our last call just in March, we have chosen to host the call today to share our financial results for the first quarter and provide our updated perspective on the business and the industry in light of the rapidly changing environment we are living through.To recap briefly on our business and financial results. During the first four months of 2020 we acquired nine properties totaling over one million square feet in seven states and amended leases with our existing tenants for additional property improvements, collectively representing over $225 million in investments, which include both follow on transactions with our existing tenant partners to facilitate the continuous expansion and new tenant relationships.Ben Regin, our Vice President Investments, will discuss our recent acquisitions in more detail and our overall portfolio.As of today, we own 55 properties in 15 states totaling 4.1 million square feet, which are over 99% leased on a long-term basis to high quality licensed cannabis operators. In addition, we paid a quarterly stock dividend of $1 per share to stockholders on April 15th representing 122% increase over our first quarter 2019 dividend driven by the property portfolios operating performance and continued execution on our pipeline of acquisitions.This dividend was also supported by our tremendous 200% plus growth year-over-year in rental revenue, net income and AFFO, which to note does not take into account at all the two acquisitions we completed after quarter end constituting $65 million of additional investments. Catherine will also provide more detail regarding our financial results.The medical use cannabis industry continues to experience tremendous growth and change. And Paul will provide some detail on industry and regulatory trends in our call today, focusing on the impact of this current pandemic and how our authorities and operators are adapting.We are resolutely focused on continuing to be long-term stewards of your investment in our Company and navigating through the immense challenges posed by this health crisis and economic disruption.Despite these challenges, we have continued to be strong believers in the resilience and potential of this emerging industry, and a key real estate capital provider to enable its continued strong growth for many years to come.With that, I would like to turn the call over to Paul. Paul.

Thanks, Alan. For this call, I plan to focus on the impact of the COVID-19 pandemic on the regulated cannabis industry, including one, the current regulatory environment for cannabis operators during this crisis and two, the dynamics of the industry during this crisis, and developments that we continue to monitor closely.I would like to also preface this discussion noting that regulations and industry developments are evolving rapidly. And while we want to provide you a general landscape as of now, there can be no assurance that this landscape will not significantly change over the coming months, weeks or even days.First regarding the current regulatory environment as it pertains to the COVID-19 pandemic. We have been in touch with each of our tenants during this pandemic, and we continue to monitor state and local developments where our tenants operate.In the vast majority of situations, medical use and adult use cannabis has been determined either formally or by implication to be an essential business that can continue to operate as an exception to general state and local shutdown orders.The essential designation has generally been applied throughout the supply chain, including cultivation, processing, packaging, distribution and dispensing.There have been certain exceptions however, such as in Massachusetts, where the Governor permitted medical use cannabis businesses to continue to operate, but shutdown adult use cannabis businesses as non-essential.While we are pleased to see state and local governments recognize the importance of medical use cannabis has an alternative treatment for patients suffering from serious medical conditions and categorizing these businesses as essential.Many authorities and businesses have introduced social distancing, and other restrictions that have significantly altered patients and consumers purchasing habits. These include online ordering, home delivery and curbside pickup.Certain operators have adapted more readily than others with technology and logistical enhancements. But in general, the…

Thanks, Paul. As Alan noted since January 1, we have acquired nine properties in seven states representing a mix of expansion of our existing real estate partnerships with top operators and establishment of new tenant relationships.As of today, we own 55 properties across 15 states representing approximately 4.1 million square feet, including approximately 1.3 million square feet under development or redevelopment. I plan to touch on each of our acquisitions by state and also provide some information about each tenant in our portfolio overall in the state.Starting with Illinois, we acquired a 231,000 square foot industrial property in a sale leaseback transaction with GTI with our total investment in the acquisition and tenant improvements at the properties expected to be $50 million in the aggregate. GCI is a leading multi-state operator with 13 manufacturing facilities licenses from 96 retail locations and operations across 12 U.S markets with 1600 employees.This transaction represented our third sale leaseback transaction with GCI following our sales spec transaction with GTI for their medical cannabis cultivation and processing facility in Pennsylvania in November of last year, and their medical cannabis processing facility in Ohio in February, which I will touch on later.As of today, we own six properties in Illinois and our total investment, including committed funding for future tenant improvements is $172.1 million, which does not include the additional 10.7 million which may be requested by grassroots at our Litchfield property.These six properties, or at least to some of the top regulated cannabis operators in the United States, including Ascend Wellness, Cresco Labs, Grassroots, GTI, and PharmaCann. As of today, Illinois has allowed both adult use and medical use cannabis businesses to remain open. Illinois commenced adult use sales on January 1st under a regulatory framework of Limited Licenses with nearly $110 million in products…

Thanks, Ben. I would like to briefly summarize our results for the quarter and then provide some updates on subsequent decisions we have made after speaking with each of our tenants, and monitoring the impact of the current pandemic, and economic disruption on the industry.We generated total revenues of approximately $21.1 million for the quarter, a 210% increase from Q1 of last year. The increase was driven primarily by the acquisition and leasing of new properties, additional tenant improvement allowances provided to tenants with certain properties that resulted in base rent adjustments in contractual rent escalations at certain properties.As noted in our press release, total revenues also include the application in full of the remaining security deposit for our lease at our Los Angeles, California property, which is under receivership. And an application of part of the security deposit that we have with Vertical for properties leased to them in Southern California for March rent.As we have indicated in the past or Q1 revenue reflects only partial quarters of revenues from the acquisitions and leases executed during the quarter, and no revenues of course for the leases executed after the end of the quarter.And our revenues for the quarter were also impacted by rent abatements or deferrals under certain leases that are expected to burn off in the next few months. As we continue to account for all of our leases on a cash basis.For the three months ended March 31, 2020, we recorded net income of $11.5 million. Funds from operations which adds back property depreciation to net income was $16.4 million. Adjusted funds from operations, which adds back non-cash stock based compensation expense and non-cash interest expense related to or exchangeable senior notes for $17.8 million. For the three months ended March 31, 2020, adjusted funds from operations…

Thanks Catherine. As we continue to navigate this challenging time, I want to highlight a few things in closing. We are proud of everything that our tenants have accomplished. And thank our tenants and their teams for continuing to operate to provide key access to medical use cannabis patients during these difficult times.We are well capitalized with a tremendous balance sheet that puts us on a strong footing not only to weather these conditions, but to continue to support the industry and make real estate investments with best-in-class tenant operators. We remain steadfast in our support of this industry and believe with the utmost conviction in its very bright long-term future.I want to personally thank our stockholders for your continued support and in trusting us as stewards of your investment. We have and will continue to do our very best in that role every day.Now with that, I would like to open it up for questions. Operator, could you please open the call for questions?

Thank you [Operator Instructions] Our first question comes from Tom Catherwood with BTIG. Please go ahead.

Thank you and good morning everybody.

Good morning Tom.

So, in terms of medical cannabis sales data, Paul, I know you made the comment and on it being mixed. We have obviously seen it strong and some of the Limited License states, but it kind of more challenged in California, Colorado and Nevada where there is more issue with local regulations, dispensary closures and black market competition. But when you think of the deferrals that you have given, is there a geographic concentration with those tenants on par with kind of that sales data? Or does it have to do with tenants that are in the early stages of their CapEx cycle? Or are there other external factors that are driving a need for deferment?

So Tom, this is Alan. There are multiple reasons for each of our tenants having - or each of those three tenants having some sort of an issue. We have gone from a California tenant to a Michigan tenant to a Colorado tenant, Pennsylvania tenant.And so we can go through, each one of the tenants and talk about why and it is, but it does, it does start as you described some of it with, kind of an emerging tenant and then some with having to deal with the state issues themselves.I'm going to turn it over to Ben to go through the three tenants.

Hey Tom. So the tenants particular Vertical Wellness in California, Green Peak in Michigan, and then Maitri Medicinals in Pennsylvania. And you are really seeing a number of factors from construction impacts for earlier stage facilities to disruption at the retail level as you are shifting to the social distancing, curbside pickup and home delivery model.As well as, our potential collection issues when it comes to California and you have impacted the retail level that can affect Vertical’s wholesale business for example. So it is different factors for each tenant.We had in depth discussions with all of our tenants and thought it was uprooting to support these three in particular through the rent referrals and have a very high level of competence in each of these management teams to be able to navigate through these challenging times.

Got it. Appreciate that color. I want to Ben, thank you. So I guess taking it from another perspective then, many of the other REITs that have reported seem to be in the early stages of engaging with their tenants and evaluating deferral requests. From your statements here, it sounds like you have already engaged with all your tenants. So my question is, are there more referral requests that you are evaluating? And if so, how large of a percent could that be?

As I said, we have talked with all 21 of our tenants and I think we are, we are fairly confident that we are have dealt with the issues that our tenants might have. Keeping in mind that the majority of our tenants over - I think we generate over 70% to 80% of our tenants are EBITDA positive as reported in the last reporting periods.And so, we are fairly confident in our, the quality of our portfolio, and are very excited about the growth prospects of our tenants going forward, especially given the fact that we now believe we are at the beginning of reopening of these of the economy in general and specifically in some of these states. And we believe that opening is going to allow the states to remove the regulations that are preventing some of these tenants from achieving their maximum revenues.

Got you. On that last point, the idea being that three months is enough of a window to allow some reopening a while dispensary's to reopen and kind of carry those tenants through and construction to complete.

And that is how we evaluated it. Yes.

Got it. And then regarding acquisitions you have already put, including the deals with Grassroots and Curaleaf from 2019 looks like you have put roughly $246 million to work year-to-date. How is your pipeline shaping up currently and has your investment focus or interest shifted at all since the onset of COVID?

So I think, perhaps we are a little bit - slow things down just a little bit in our acquisitions when we said we raised the capital, we indicated that we would be able to place that capital on a three to six months into our six, around six month time period. Although I think we are going to achieve that, but more to the backend. I think our pipeline continues to be very strong.And Ben, why don't you talk about that for this?

Yes, I echo that a pipeline is, is very strong right now, continues to grow. We are seeing a continued demand for this type of capital solution. There is still a lot of very high quality operators out there continuing to grow their businesses.And real estate capital is very important to be able to build out these mission critical facilities to continue to support their operations. And we have the ability to be very disciplined and selective and work with the top companies in the country and support their business.

Got it. That is it for me. Thanks everyone.

Thanks Tom.

Our next question comes from Scott Fortune with Roth Capital Partners. Please go ahead.

Good morning and thank you and congrats on the quarter. Following up on that, paid on the fund and you fund about 720 million, give unfunded commitments about 144 million, not counting the 35 million tenant options of around 380 million in cash. So that gets us about 200 million going forward to be developed into the pipeline can you confirm that. And then just kind of follow-on providing the color on the new COVID environment for the pipeline moving forward? Are we seeing more TI delays or final type blind acquisition delays that kind of slowed down on the drawdown of the capital.

So I'm going to have Cat deal with the first question and then we will deal with your second part of your question regarding the COVID and displays happen deal -.

Yes. The way that we look at our uncommitted capital we really have about 113 million of uncommitted capital today. We raised a little over a billion dollars in capital and placed almost a little under 900 million. So I think your numbers may not be including the additional about $35 million of tenant improvements that is really at the election of two operators to, to be able to request. And then Alan.

Yes. And as to COVID impact on the pipeline and maybe construction activities. I think Ben, why don't you deal with that?

Yes. So we are, we are likely to start about the pipeline. We are continuing to see extremely high demand for this type of capital given the challenging economic conditions, like we were saying, we continue to be very selective and discipline in which types of investments that we are willing to pursue and move forward with in the environment.

Great, kind of follow-up on that Ben, going forward you said your pipeline would come around 50% or 75% from existing clients. Is that kind of moving up or as our radar you are still seeing, there is a lot of numbers covering the space is a lot of good, I think coming private companies that are positive EBITDA going forward. Are you still think some nice opportunities to add new tenants going forward kind of structurally represents as a pipeline of margin for say?

Yes. We are continuing to see both. We are continue to see a lot of organic growth within our current portfolio, as our tenants expand into other states or expand their facilities or their footprints in their existing states. And a big part of our business plan has always been to support our existing growers as they expand their operations.And on top of that, like you mentioned, we are seeing new tenants, new operators in the industry that are extremely successful and that are coming to us with a potential investment opportunity. So, it is a nice of existing tenant relationships as well as new growers coming to us for new potential investments.

Okay. Thank you for the color. And then one last question, just any additional color on DionyMed and outlook for that property. Kind of dovetailing that with looking at some of these tenants now 3 tenants that you are helping get across the finish line here for we assume COVID kind of continues to put lot of pressure on this. And then challenges continue for the tenants. What are kind of next step for these tenants or process going forward for these tenants not being able to meet the rent payments, even though it is a small percentage of the overall portfolio. Just kind of send me through, how you are looking at DionyMed, is there interest in that property, not being repurchased or being purchased versus being recommissioned from that standpoint and the next step for these potential tenants down the road as the risk.

Alright. So, before I turn it over to Paul to talk about DionyMed, let me be clear that these tenants could and should make their rent payments. What we felt was, is that, by working with the tenants, we can make these tenants or put these tenants in better financial position for the long run.Now, this was the combinations that we made or combinations that we believe was in best interests of the tenants and of the company. But, let's make it very clear that our existing tenants do have the ability to continue to pay their rent going forward and aren’t the position of going into a receivership position that we know of today.And now I'm going to turn it over to Paul to talk about beyond that.

Sure. Hi Scott. So what I can tell you about as well as our property is very positive. We are happy to report that we are in advanced negotiations with a very qualified, multi-state operator. And we are hopeful to have a deal in place in the next few weeks. So, we are moving very positively in that direction.

Okay, good. I appreciate it. I will jump back in the queue. Thanks guys.

Thanks Scott.

Thanks.

Our next question comes from Eric Des Lauriers with Craig-Hallum Capital. Please go ahead.

Alright. Great. Thanks for taking my questions, guys. A bit of a follow-up on your pipeline. In terms of minimizing tenant risk can you help us understand, how you guys think about diversifying your tenant base versus increasing your exposure to higher quality tenants like GTI?

Well, I mean, first - I think one thing that we haven't talked about is when we talk about our pipelines is the fact that yields have remained very high and very strong. And I think that that is an important point. We are still seeing transaction opportunities in our pipelines with yields north of a 12 and certainly close to the 15%.And then in terms of good diversification, obviously we believe with 21 tenants that we are fairly well diversified within our tenants base, we continue to grow that. Keeping in mind that every time we add a new grower, the grower that is added expects us to be there for not only for the current transaction, but to be a partner with them going forward.And that is the basis of our business modeling and why are we focused on the highest quality growers going forward today and why we are so excited that we have in our portfolio of the top 10 growers. I believe we have seven to 10 of those. And hopefully, we were hoping to add the last couple as we go forward.So that is how we are looking at it. It is important that we do diversify within our tenant base. And we intend to do that in a very controlled basis over the next couple of years. But it is also important for us to be able to continue to support our existing growers by providing them additional capital as they continue to expand and take advantage of this emerging industry.

Okay, that makes sense. That is, that is very helpful. Thank you. And then just a bit of a follow-up to that. Are you guys looking at different markets on a geographic basis in terms of looking to increase your exposure to more Limited License states? Or is it really kind of following your high quality tenants growth plans at this point. Thanks.

Paul, why don't you take that?

Sure. Thanks Eric. So it might be a little bit of both. I mean, we continue to follow our highly ranked MSOs in the portfolio and they are going to the states we like. And we do continue to like the Limited License states, Florida, New Jersey. We continue to avoid the Oregon's and Washington. So nothing has changed our game plan in that respect. But we do see many of our current tenants navigating to those new space.

And I will just add that we still remain focused on the United States.

Okay, great. Thanks guys.

Thank you Eric.

Our next question comes from John Massocca with Ladenburg Thalmann. Please go ahead.

Good morning.

Good morning.

Hey John.

So maybe just touching a little bit kind of a broader follow-up to the DionyMed questions. And I know it is a little hard to formulate without kind of a lot of historical data points in and obviously there is ongoing discussions at the former DionyMed property. But broadly speaking, what kind of recoveries do you think you can get on cannabis properties that need to be reconnected, they have a tenant that goes into receivership. Do you have any kind of thought process there?

So, from the very beginning we have focused on a specific asset class and that being the cannabis related real estate. These facilities are special purpose facilities. They have their high quality mission critical facilities. And they have very unique improvements within them that allow them to operate as a grow facility or a dispensary. And we believe that these facilities as that product, have long-term and tremendous value.If you are asking and they had to be repurposed for something different, we absolutely believe that the that in repurposing that the majority of the improvements that would not translate to another type of tenant.

Definitely focused on repurposing for additional for alternative cannabis cultivators or really retailing?

We are highly confident that a fully built out facility, especially one that has been built out within the last couple of years, it would be in very high demand from other growers. And certainly a grower that would be acquiring the license associated with the grower that happened to go into receivership, if that were to be the case. And so we believe that these improvements are generic and reusable and fungible between tenants and would be in great demand.

Understood. And then I know it maybe a little bit in - we are still in a period of kind of dislocation in the broader capital markets and just economically generally, but given maybe the resilience of your kind of cost to capital and the fact that people and kind of competitors of yours that don't have that same access to capital. And when I say competitors, other people kind of investing in the kind of cannabis real estate space. Is M&A potentially something that is still on the table in terms of a growth option or does the kind of current environment make that less attractive, just giving there is kind of a lot of uncertainty out there?

So I think the question is, would we be open to acquiring one of our competitors or working with a - joining with them. We have a very strong pipeline, we have a very strong group of growers that are looking to grow. And we are very proud of our portfolio and our tenants and we believe that supporting the existing growers and adding the right additional growers to our portfolio is the right path and the right business plan for us today.

Understand. And then one last quick one and sorry if maybe I missed in the prepared remarks. You guys gave some color on Massachusetts, but for your portfolio, specifically are all your assets kind of open or essentially have access to kind of retail distribution for the cultivation assets?

So we do have 1.3 million square feet of facilities under development. So obviously, those aren't open, okay. Of the assets that are completed and operating, they are operating in some functional ability if they can be, if the specific state allows them. But Ben and I think there might be one tenant that has closed a couple of their dispensaries.

We have seen certain disruptions on the retail side, but the vast majority of our facilities have been able to continue to operate with procedures put in place to address the -.

Okay.

Understood. I really appreciate the color. That is it for me. Thank you guys very much.

Thank you John.

Thanks John.

This concludes our question-and-answer session. I would like to turn the conference back over to Alan Gold for any closing remarks.

Well, thank you. And I would like to thank everybody for joining us here today, and I just want to reiterate that how proud we are of our tenants. And more importantly, I want going to say how thankful, I am of our team for their dedication and hard work. And with that, we conclude the call. Thank you.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.