Good morning, and welcome to Innovative Industrial Properties Second Quarter 2020 Earnings Call. [Operator Instructions]. Please note this event is being recorded. I would now like to turn the conference over to Brian Wolfe, General Counsel. 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'd 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'll now hand the call over to Alan. Alan?

Thank you, Brian, and welcome, everyone, to our second quarter earnings call. First and foremost, we want to express our deep appreciation to all of our medical professionals, caregivers and researchers who are on the front lines fighting the coronavirus pandemic we are experiencing across the globe. It has been a trying time over these many months, as we continue to battle this health crisis and its resulting extreme economic disruption, but we are heartened by the advancements our health and science community has made in such a short period of time to understand this disease and formulate highly effective treatment plans for our patients and what we hope is a highly effective vaccine. As we discussed on our last call in May, the regulated cannabis industry, both medical and adult-use, was deemed an essential service by the vast majority of state and local jurisdictions in the United States. And our tenant operators have answered that call, adapting their operations in ways to ensure continued compassionate individualized service to their patients and customers in an environment designed to maximize the safety and health of patients, customers and employees. And to recap, on our investments in support of the tremendous future of this industry, during the second quarter of 2020, we acquired 8 properties, totaling over 775,000 square feet in 5 states and amended leases with our existing tenants for additional property improvements, collectively representing over $225 million of investments. These investments were comprised of both follow-on transactions with our existing tenant partners to facilitate their continued expansion including industry-leading operators: Ascend Wellness, Cresco, Holistic and Kings Garden; and new tenant relationships including Curaleaf and Columbia Care. Ben Regin, our Vice President of Investments, will discuss our recent acquisitions in more detail in our overall portfolio. As of today, we own…

Thanks, Alan. For this call, I plan to provide an update on the regulated cannabis industry with a focus on the COVID-19 pandemic 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. As mentioned on our last call, I'd 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. First, regarding the current regulatory environment as it pertains to the COVID-19 pandemic. As noted on our previous call, we continue to be in touch with each of our tenants during this pandemic, and we monitor state and local developments closely. In the vast majority of states, medical-use and adult-use cannabis have been determined by applicable government authorities to be essential businesses 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 as essential, but shut down adult-use cannabis businesses as not essential for a period of time, allowing them to reopen in late May. As noted previously, over the long term, we see the clear, nearly uniform designation of medical-use cannabis businesses as essential during this crisis as a very positive point for the industry and offering further validation of the key importance of medical cannabis for patients in managing their medical conditions. And as we touched on in prior calls, pre-pandemic, 2020 was shaping…

Thanks, Paul. As Alan noted, since April 1, we have acquired 8 properties in 5 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 61 properties across 16 states, representing approximately 4.5 million square feet including approximately 1.5 million square feet under development or redevelopment. Similar to past calls, I plan to touch on each of our acquisitions by state and also provide some information about each tenant and our portfolio overall in the state. As we previously announced just last month, we entered into our 16th state, acquiring 3 properties in New Jersey. We acquired a 111,000-square-foot industrial property and entered into a long-term lease with Curaleaf with our total investment in the acquisition and tenant improves at the property expected to be $35 million in the aggregate. Curaleaf is a leading multistate operator and late last month, announced the closing of its acquisition of Grassroots, another tenant of ours in Illinois, Pennsylvania and North Dakota. Curaleaf and Grassroots together have a presence in 23 states with over 135 dispensary licenses, 88 operational dispensary locations and over 30 processing facilities and 22 cultivation sites, comprising 1.6 million square feet of cultivation capacity. In total, we have long-term leases at 4 of our properties with Curaleaf and Grassroots, representing a total investment of a little over $100 million, including commitments to fund future tenant improvements. Shortly after our Curaleaf transaction, we completed the acquisitions of 2 properties in sale-leaseback transactions with Columbia Care, another strong multistate operator. As you may know, Columbia Care is in the process of acquiring the Green Solution, a tenant of ours in Colorado. Columbia Care and the Green Solution together are expected to operate in 18 jurisdictions with…

Thanks, Ben. It's been yet another busy quarter, and the regulated cannabis market has really shown its resiliency during these unprecedented times, both of which are reflected in our financial results for the second quarter and 6 months year-to-date. We generated total revenues of approximately $24.3 million for the quarter, a 183% increase from Q2 of last year. The increase was driven primarily by the acquisition and leasing of new properties, additional tenant improvement allowances provided to tenants at certain properties that resulted in base rent adjustments, and contractual rent escalations at certain properties, offset by temporary rent deferrals. As we discussed on our last call, we've been in close discussions with each of our tenants during these unprecedented times and executed temporary rent deferrals for 3 of our 23 tenants, generally structured to apply a portion of the security deposit we hold under each lease to pay April rent in full, defer rent for May and June in full and provide for the pro rata repayment of the security deposit and deferred rent over an 18-month time period starting July 1, 2020. Pursuant to these amendments, a total of $743,000 of security deposits that we hold in cash were applied to the payment of rent for April and a total of $1.5 million in rent was deferred for May and June. The total amount of $2.3 million from these amendments represents approximately 2.5% of our total revenues annualized as reported for Q2. As Alan mentioned, we've collected 100% of contractually due rent across our total portfolio for the months of April, May, June and July, other than for our Los Angeles property, including full repayment of July rent and pro rata repayments of the security deposit and deferred rent from the 3 tenants that were under the rent deferral…

Thanks, Catherine. As we have highlighted in prior calls, I'd like to note the following in closing. We are proud of everything that our tenants have accomplished and commend them in the way that they have adapted to this ongoing pandemic to continue to provide safe and reliable access to patients and consumers. We are well capitalized with strong, flexible balance sheet that we see as a tremendous asset to allow us to weather these uncertain times and continue to support our tenants and the industry as a whole and its continued expansion. And we believe the last few months have demonstrated the tremendous resiliency of this industry, and we are steadfast in our belief of its very bright, long-term future. I want to personally thank our stockholders for your continued support and entrusting us as stewards of your investment. We have and will continue to do our very best in that role every day. With that, I'd like to open it up for questions. Operator, could you please open the call up for questions?

[Operator Instructions]. Our first question today comes from Tom Catherwood with BTIG.

So I don't want to talk politics here, but taking a step back, the DNC voted down federal legalization from its 2020 platform recently. And it's -- that it supports decriminalization and then rescheduling through executive action, primarily targeted at medical cannabis. So in relation to your portfolio, how could decriminalization or rescheduling impact your business? And would it expose your tenants to competition from interstate commerce or import of cannabis from other countries?

Tom, it's Paul. So yes, we're -- interesting to see that DNC pretty much adopted the Biden-Sanders policy published. So that was no surprise there, but we were actually kind of pleased to see what the Biden-Sanders policy was and now the DNC. So as you know, what they're proposing is that medical cannabis be legal over 50 states, which means that doctors can recommend cannabis without any federal intervention. So we think that's a real positive for our business and the industry because that certainly opens up all states to medical cannabis without the necessity of a vote. What it does to -- it's not descheduling cannabis, which would not open up interstate commerce. So that's another net positive, we think. So if this plan comes into fruition next year, Biden is elected and the Democrats take the Senate, we could see some change, but we're all pretty positive about what that would look like because we're not going to see a complete descheduling of cannabis. And it looks like bid is really adapting the STATES Act as opposed to the MORE Act. So that would put the decision to recreational cannabis to the individual states, so we see it as a net positive for the industry and certainly, our tenant operators.

Got it. And then next one is, this goes back a bit, but if I recall correctly, when MedMen was going to acquire PharmaCann, you had signed a tri-party agreement to govern how PharmaCann's leases would be handled after that transaction. With Curaleaf closing on Grassroots, which you mentioned and, obviously, Columbia Care with TGS and even with the announced deal between Jushi Holdings and Vireo in Pennsylvania, how are you addressing your leases during changes in ownership? And do you get any additional credit enhancements or increased corporate guarantees?

So just for clarification, there was no tri-party agreement with MedMen, Treehouse / us, back then. The -- and just to be -- so that didn't exist. And what we -- but what we do is all of our leases come with a corporate guarantee and give us the ability to review who the new -- any new entity is, and that any guarantee wouldn't disappear if we don't believe that the new entity that is -- it is acquiring one of our transactions and through -- and one of our leases in a better financial position than the previous entity. All -- so leases are subject to our -- to our approvals as to whether -- when an acquisition occurs. And then the corporate guarantee stay in place and then transfer. And then if we do, we do come to an agreement with the new entity. The new entity then is now the new corporate guarantor of the leases that we have in place.

Got it. Okay. So -- and is it -- I guess I would assume then that if you approve and if that lease transfer is over and you get the new corporate guarantee of the new entity, the rest of the terms remain the same, whether it's rents, whether it's rent increases up to that point in time, whether it's lease duration, all that remains from the previous -- from the original agreement, correct?

Yes. Other than a one lease where we have -- the tenant has a right to purchase option, all of our lease terms, none of them are -- there's no early termination rights. There's no changes, no pre-agreed modification to any lease.

Got it. And then maybe for Paul here. In regards to your asset at 1500 Esperanza Street, great to hear that Holistic is under contract to acquire those licenses. It seems very similar to Holistic's first deal in California in 2018. But help me understand the receivership process. If I recall correctly, throughout this process, it sounded like there was reverse inquiries and interest on your space. But at the same point in time, the licenses and the processing of the receiver held up agreements. Is the process that the licenses and the assets that are under receivership have to be resolved before you can lease the space? Or is that just a process that you've decided to follow? How did that work exactly?

Yes. So it's been a long process, certainly, and it hasn't been helped by the COVID shutdowns with some of the administrative offices in Los Angeles and with the receiver. So we've been working closely with the receiver, and we're very happy to see Holistic's interest in the property. But at this point, it's still not a done deal. We're optimistic it will close. But when the receiver gets final court approval of the transfer of the licenses to Holistic, we'll then be in a position to talk about the lease, but it's premature for us now to discuss the lease terms.

And just to back up just a little bit on that specific transaction, it was further complicated by the fact that there was the Canadian owner that started the receivership process and the receivership process was started in Canada. And then when that receivership process was adjudicated, then the owner became the primary investor or capital source for the previous tenant. And then it was -- there was a second receivership process started in California and L.A. So that further complicated the process on top of COVID, on top of the lack of access to the courts and administrative process in California. So just keeping all that in mind. Typically, we are -- we wouldn't see that type of complication.

Got it. Got it. That's really helpful. And then last one for me, for Ben. You may not have this, kind of, at your fingertips right now, but you spoke a lot about kind of tenant expansions. So whether it's Phase 2 or Phase 3 of someone building out their space, it obviously seems to be a great source of investment in your portfolio. Do you have a sense of how much expansion potential there is within the assets that you already own, whether it's fitting out space that already exists or greenfield expansion on additional acreage? Do you have any sense of that?

Yes. So we're continuing to see a real nice mix in the pipeline between expansion in our existing facilities and new investments. Similar to many aspects of the business, it's very much driven by the state-by-state markets. And as we continue to see specific states, we saw a lot in Illinois. As an example, late last year, I think we'll see a lot of that in the Midwest, East Coast medical states continuing this year. The increase in the market is driving a lot of demand for the real estate capital to expand these facilities, and it is part of our underwriting going in on the acquisition that the site or the building itself will be able to support where we see the market going over the long term.

Our next question comes from Scott Fortune with ROTH Capital Partners.

Congrats on the quarter. And working through this COVID environment, I just want to get a sense of kind of the velocity of the pipeline. I know you've acquired about $387 million year-to-date. But since COVID's come on board, can you provide the time line of placing or deploying capital? Normalized, you've said it's about 3 to 6 months, but are we seeing delays or expectations of that extending out in this environment going forward?

So Scott, when we raised the capital -- our last 2 capital raises, we made it very clear that we could place that capital in a 6- to 9-month time frame. And we believe that we're right on that path and -- or slightly ahead of that schedule. We don't believe that COVID -- while COVID does make it a little bit more difficult for us to transact our businesses in any specific location, we are -- the team has done a fantastic job of overcoming those issues and continues on pace to deploy the capital that we've raised in that 6- to 9-month time frame.

Okay. Great. And then a quick follow-up on that. Kind of, Paul, you mentioned about the legalization front. It seems like there's a lot more momentum on federal legalization and potential descheduling, which changes the dynamics a little bit and more competitors can come on board. But with the portfolio, are you still seeing yields in the 13% range and remain high? Or are you seeing tenants kind of holding off since ahead of potential federal legalization and policy reform? Just kind of talk about that as we look forward into November here?

Yes, Scott, so I don't think we've seen any real hesitancy on any of our potential acquisitions to wait and see what's going to happen in November because I think people understand that there's a lot of moving parts in what could happen, who takes the White House, who takes the Senate. But we've talked about earlier where if Biden takes the White house, and we see some congressional action, it will be mostly states rights type movement. And I think that's going to be a slower process than some people might think. But I do believe that we're not going to see a descheduling of cannabis from the CSA. So it's still going to remain a controlled substance, whether it's a Schedule 2 or 3. So we're not seeing a huge shift immediately one way or the other, whatever happens in November. If we do see more legislation towards the States Rights, so we think that's really great for the industry. We're not anticipating interstate commerce with the States Rights Act. So we're not seeing tremendous differences in what we have today as far as the each of the operators being able to operate within their state boundaries. So we'll have to wait and see what happens, but we're very optimistic for the industry and for our operators.

And to be clear, we are not predicting federal legalization as we're seeing federal legalization on the horizon right now. We are seeing both party platforms having a preference to states rights and that's what we're seeing.

I agree. And then real last, real quick one from my side. As far as the pipeline is probably a big question, obviously, you guys have continued to move up into the top MSOs that are out there and have done a nice job expanding with them. But underneath the pipeline, are you seeing more smaller regional profitable players coming onboard to start discussing potential deployment of capital for these new and upcoming players?

Yes. I think we're still seeing a nice mix of both. We have established relationships with a lot of the top groups. I think we'll continue to look to expand those relationships through their organic growth or through any M&A activity that they might pursue. And in a lot of these markets, to your point, we are also taking a look at smaller, private or single state operators that are successful in the markets that they're in with perhaps a smaller footprint. And if the underwriting makes sense and we like the investment, we're taking a look at those as well.

Our next question comes from Eric Des Lauriers with Craig-Hallum Capital Group.

Just a follow-up on Scott's question there, but perhaps more from a risk management perspective. So it's great to see that your 3 tenants with rent deferrals made full rental payments through July. And you guys have also obviously done a great job increasing your exposure to your Tier 1 tenants. My question for you is, how do you guys kind of think about diversifying your tenant base versus increasing your exposure to existing Tier 1 tenants? And then as a bit of a follow-up, can you help us understand how much exposure you're willing to take on with any individual operator? For example, would you ever want to get to 100% of the company's production assets? Just trying to get a sense of the runway you guys have within your existing tenants?

Thank you. So I think the -- I think we're really very comfortable with our tenants that we currently have in our portfolio. And the business model has always been one of growing with our cadre of tenants and being a partner with them and their growth plans moving forward. We believe that gives us the greatest ability to attract the top-quality tenants and to be able to support those top-quality tenants as they expand throughout the states that they're in. We remind everybody that this is a nascent industry, and this is an industry that has been emerging over the last several years and that it only has a certain amount of high quality or a certain number of growers that are of the size that we wish to do business with. And we are very excited about the team that we have, and we continue to add new ones as they emerge, but that it is a relatively small segment or a small industry to begin with. We think that supporting the tenants in their growth facilities is appropriate and a risk -- and it is risk-adjusted in the sense that we don't have all of their real estate and nor do we provide all of their capital. We do provide a significant portion of it and very pleased to be partnered with those tenants that we're doing that with.

Our next question comes from John Massocca with Ladenburg Thalmann.

Touching on Esperanza a little bit more. Assuming things go as planned, am I correct in that you're negotiating a new lease at the property with Holistic rather than Holistic taking over the existing lease?

That's correct.

And I know you might be a little bit restricted in terms of what you can say on this, but could you provide may be any color with regards to where potential future cash rents with Holistic would be versus what was DionyMed was paying prior?

We aren't in a position to do that because of -- the transaction hasn't been approved by the courts, and it's still subject to the court approval and confidential. So we aren't prepared to be able to talk about that today.

Okay. That's perfectly understood. And then as I maybe think about cadence of acquisition volume, particularly in the near term, there were a couple of things in the pipeline at the time of the most recent equity raise. Some of those closed, but there was in particular 1 big transaction in Florida that was kind of in the pipeline. Is that still in the pipeline today? And has that may be moved from LOI to PSA or something slightly more solid?

So -- when we did the -- or the capital raise, we indicated that we had about $131 million between PSAs and LOIs. We have closed on approximately $78 million of that, leaving 1 large transaction still that is now under PSA. And a total PSA total of about $83 million today in addition -- no, not in addition, including that 1 large transaction.

Helpful. And then maybe a little bit bigger picture. We talked a little bit about legalization versus kind of decriminalization in terms of what it does for your tenants. But I guess how might that potentially affect your ability to access capital, particularly on the debt side? I mean is that as -- well, you have as much access to debt capital with decriminalization as you would with kind of full legalization.

That's hard to tell because we don't know what decriminalization might mean in terms of the banking side of the business. But whether it's decriminalization or legal -- full legalization or whatever you want it, whatever -- whoever has access to capital or debt capital, we will have the greatest access and the lowest cost of capital given the size of our balance sheet and the expertise that this management team has built up over the last 5 -- 4, 4.5 plus years. That's where...

Okay. And then circling back 1 more on the portfolio side of things. Sorry, if it's a little bit round about here. What kind of drove the additional funding at the Cresco property in Michigan? Just any color there would be helpful.

Yes, sure. John, this is Ben. I can speak to that. So similar to many of our other transactions, we will close on an initial transaction where the tenant will look to build-out a portion of the facility as they continue to look to grow in a particular market, they'll oftentimes come back to us. We'll discuss an amendment where we'll provide additional capital to build out the balance of the facility if they feel the market is right for it. And that is what happened with the Cresco building in Michigan. They wanted the additional capacity to meet the demand that they're seeing in the market right now.

And I guess they hadn't originally planned for that capacity. It wasn't essentially that they were looking for other capital sources and didn't get it and came back to you. It was -- they were going to build a smaller facility and realized a larger facility is necessary, and went back to you for more capital. Is that correct way of kind of framing it?

Well, there's another way to frame it, too. And that, when we -- it's a unique position we're in, is that, when we provide capital, we expect a definitive time frame in which rents start. And so they may have the plans for growth. But if they take the capital upfront, they're going to be paying rent on it upfront. So they -- it behooves them to take just what they need when they need it. And then after we own the facility, they absolutely need to come back to us for additional growth capital.

[Operator Instructions]. Seeing no further questions, I would like to hand the call back over to Alan Gold for any closing remarks.

Thank you. And thank you all for joining us today. And I'd also like to again thank our stakeholders and our stockholders for your continued support. And very importantly, to also thank all the employees for all their hard work in getting it and having such a successful quarter and the growth of this company. So thank you. And with that, we will sign off.

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