Good day and welcome to the Innovative Industrial Properties, Inc. Q3 2022 Earnings Conference Call. [Operator Instructions]. Please note, today's event is being recorded. I would now like to turn the conference over to Brian Wolfe, General Counsel. Please go ahead, sir.

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 maybe 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. Please refer to the documents filed by the company with the SEC, specifically the most recent reports on Forms 10-K and 10-Q, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, on today's call, we will discuss certain non-GAAP financial information, such as FFO, normalized FFO and adjusted FFO. You can find this information, together with reconciliations to the most directly comparable GAAP financial measure in our earnings release issued yesterday as well as in our 8-K filed with the SEC. I'll now hand the call over to Alan. Alan?

Thank you, Brian, and welcome, everyone. We are pleased to report another solid quarter of operations and financial results, especially in the context of the challenging macroeconomic conditions across industries that we are all experiencing. We believe we have positioned ourselves well in this context with one of the strongest and most experienced teams of real estate professionals in the cannabis industry with a high quality portfolio, and arguably one of the most conservative flexible balance sheets across the real estate sector. Now to recap the quarter, we generated total revenues of $71 million in Q3 with growth in excess of 30% over the prior year's third quarter. Rent collection for IIP's operating portfolio was 97% for the nine months ended September 30, 2022 with only tenants Kings Garden and Vertical not paying their full contractual rent. As we noted in our 8-K filed in September, we entered into a confidential conditional settlement agreement with Kings Garden. We are limited at this juncture as to what we can discuss, but we expect to provide further information in the coming months as we can. For now, Kings Garden continues to occupy four of the properties under that agreement, while relinquishing two of the properties that are under development back to us. We are pleased to report that we have an LOI, letter of intent, for a long-term lease at one of the properties in just over a month of marketing the property for lease and look forward to finalizing the arrangement with that operator. With respect to the San Bernardino property under development, with the current California market environment, we are evaluating all possible uses for that property, including non-cannabis uses. And earlier this week, we executed on our first property disposition, selling a property in Pennsylvania that we acquired in…

Thanks, Alan. I would first like to emphasize as Alan noted that our conviction of the long-term growth of the regulated cannabis industry is unabated, with expectations from industry analysts that U.S. regulated cannabis sales will continue its annualized double-digit growth over the coming years. As we noted on our last call, we have seen unit pricing for regulated cannabis products decline in certain states at the wholesale level in the past months, reflective of what we believe to be a number of factors, including basic supply-demand dynamics, driven by licensing structures, lack of meaningful enforcement in certain states on illicit, non-licensed cannabis sales by state and local law enforcement authorities, taxation and general macroeconomic conditions. We have seen and do expect to continue to see price compression on cannabis unit pricing across states to varying degrees depending on that state's market dynamics and program specifics. That said, we are closely monitoring the impact that California Attorney General, Rob Bonta's recent announced may have on the very large relatively uninhibited illicit market in the State of California. In October, the California Attorney General announced that California would expand its enforcement efforts against illicit cannabis grows, with its eradication and prevention of illicit cannabis task force shifting the seasonal 90 day focus on eradicating illicit grows to a year round practice with one of its goals to support the legal market. As we noted before, we believe this continued price compression will require operators to continue to focus on the dual aspects of brand strength through product quality and efficiency of operations, and that our mission-critical facilities are well designed to achieve both goals for our tenant partners. As we should note of course that while wholesale average price compression provides some informative value, pricing is heavily dependent with wide ranges,…

Thanks, Paul. For this call, I'd like to cover certain characteristics of our property portfolio and tenant roster in addition to discussing our investments year-to-date. As you know, we own 111 properties across 19 states, comprising 8.7 million rentable square feet. Beginning this quarter, we have bifurcated our portfolio between our operating portfolio consisting of 109 properties, and construction in progress or CIP, comprising the two development projects previously leased to Kings Garden, and the expansion project at one property for Kings Garden continues to occupy the property pursuant to our settlement agreement with them. For the nine months ended September 30, 2022, we've collected approximately 97% of contractually due base rent and property management fees from our operating portfolio. The Kings Garden defaults in July contributed to a large majority of that 3% of uncollected rent. And as we've noted in prior calls, in Vertical, a tenant of ours in Southern California that represents less than 1% of our total invested capital and contractual rents, has been making partial payments over time. As Alan noted, pursuant to the settlement agreement with Kings Garden, we regained possession of two properties that were under development. We signed an LOI for lease at one of the properties in a little over a month of marketing, and look forward to working with that prospective tenant towards finalizing the lease. For our San Bernardino property, given the size and location of the asset, we are exploring all possible uses, including non-cannabis to maximize value of the asset and the current California market environment. Our operating portfolios total cost basis, including commitments to fund future improvements, equates to approximately $272 per square foot, which we believe is substantially below replacement costs. Our operating portfolio is split between 67 cultivation and/or processing facilities, representing 90% of…

We generated total revenues of $71 million for the quarter, a 32% increase from Q3 of last year. The increase was driven primarily by the acquisition and leasing of new properties, additional building infrastructure allowances provided to tenants at certain properties that resulted in base rent adjustments and contractual rent escalations at certain properties. During the quarter, we did not collect contractual rents totaling $5.7 million from Kings Garden and Vertical, which includes approximately $5.3 million in base rents and property management fees and $369,000 in tenant reimbursements for property taxes and insurance. However, we did apply approximately $2.6 million from security deposits held by us for defaults by Kings Garden in its obligations to pay, rent, to partially offset this decrease. As we have indicated in the past, our Q3 revenue reflects only partial quarters of revenues from the acquisitions and investments executed during the quarter. And our revenues for the quarter were also impacted by scheduled rent phase-ins under certain leases, which will continue to phase-in over the next six to nine months, as we continue to account for all of our leases on a cash basis. For the three months ended September 30, 2022, we recorded net income attributable to common stockholders of $37 million or $1.32 per diluted share. Net income for the quarter was impacted by $2 million in litigation related expenses incurred related to Kings Garden and the shareholder lawsuit filed earlier this year. You'll note that, for this quarter, we have added back this expense from our calculation of FFO to normalized FFO. Adjusted funds from operations for the quarter, which adds back non-cash, stock-based compensation and non-cash interest expense related to our unsecured senior notes to normalized FFO was $60 million or $2.13 per diluted share. On October 14th, we paid our…

Thanks, Catherine. I'd like to note the following in closing: Our conviction is as strong as ever in the long-term growth and promise of the regulated cannabis industry and our team's commitment to serving you all as owners of the company, every day to effectively manage the Company through the inevitable flows of the regulated cannabis industry. We certainly appreciate and value all of our long-term owners and our team is singularly focused on the protection enhancement of the value of this company for your benefit. With that, I'd like to open it up to questions. Operator, could you please open the call up for questions?

[Operator Instructions] First question comes from Tom Catherwood with BTIG.

Maybe starting with the Maitri asset sale. Very interesting to see that this quarter. Can you provide some more color around the transaction? Kind of what I'm getting at is, was this a reverse inquiry? Was this something there you were evaluating your portfolio and kind of decided to kind of prune some of your assets? What was the driver behind this transaction?

It's a very interesting question or a good question. Keeping in mind that 85% of our tenants are MSOs and only 15% are single state operators and Maitri being one of those single state operators. So, we are in constant contact with all of our tenants, but primarily highly focused, given the dynamics of the industry and our single state operators. And an opportunity came about between my trader investors and owners, where it was a beneficial, a win-win situation for them and for us to be able to transact. And we took it upon ourselves to move forward with the transaction, which I do think is a win-win structure, in that they've reduced the need for the long-term lease or they eliminate their long-term lease, and we get the capital back to redeploy and even higher yielding, better quality operators.

And then maybe given the economic uncertainty, obviously, you mentioned in your prepared remarks. But are you seeing cannabis operators pause or delay their capital spending plans?

I think all industries and all companies are using this time or taking this time to reevaluate all their operations. And I don't think the cannabis industry is different in that sense. The one positive thing about the cannabis industry is that revenues are continuing to -- are expected to continue to grow. That's new states are coming online. The revenue is expected to double by 2026. And new states -- or there are -- I think there's four new states that are looking to approve adult use, and there are five states that are expected that are on the ballot, coming into this coming up week. And with that growth and demand, I think the industry itself is while still nascent, still has tremendous growth opportunities.

Understood and that makes sense, especially with the expansion of state programs. And Paul, you had mentioned that, as operators -- cannabis operators are looking to fund kind of these expansions that they've been turning invariably to debt recently, we've seen those yields push up, 300 plus basis points that was before the rate hike yesterday. Has there been a similar move in yields on sale leaseback transactions or deals that people are looking for in the market?

Yes, I think, Tom, I think generally, we have seen an uptick commensurate with the rest of the environment. As we mentioned that the pipeline still remains very strong even at these increased yields. And Ben, do you want to give any more specific color on that?

Sure. I mean, as Paul said, we are seeing a similar uptick in yields for our capital. We're seeing a tremendous demand for the capital and back to your earlier question’s part of why we were so excited to execute on the Maitri transaction to recycle that capital into extremely attractive, very high quality opportunities.

Appreciate that color. And then last one for me, along those same lines of thinking of available capital to put to work. On the two larger Kings Garden developments, looks like your basis in the assets is $10 million lower than last quarter and capital committed to the projects is down almost $28 million. Are these amounts now part of your uncommitted capital availability or those kind of amounts still earmarked to those developments?

I think that, one, cash is the kind of ubiquitous and it goes in anywhere. It's cash that's come in and we can use it in any way we have or any way we want to. I want to be very careful that we don't talk about the settlement and work at this point. We still -- there is still things that we're working through. And we will look to talk about that in the months ahead. But we are excited about our availability of uncommitted capital and certainly the opportunities we have, as Ben said, in our very strong pipeline, with very strong operators.

The next question comes from Alexander Goldfarb with Piper Jaffray. Please go ahead.

Good morning out there. Just a few questions. First, maybe continuing on that line of questions. Can you just give a sense of the economics of the backfill on the one warehouse, and your thoughts around the other? Just it's great to see trades. Obviously, the Pittsburgh one is great. But just would be useful certainly to get a sense of the ability to reuse and whether or not the sites are worth more or less?

Okay. Well, first, on the Pittsburgh transaction, certainly we sold that at a higher price than we originally paid for. So there is one very strong data point. Also what we sold it for on a per square foot basis is, certainly higher than we have in many of our other assets in that market and across the country. Third, on the asset -- the development asset that we have that we have from Kings Garden, we are very, very pleased with the economics associated with the LOI. This letter of intent is just a letter of intent and we're moving as quickly as we can to finalize lease. I just want to make sure that, people understand that, nothing is done until we actually have a definitive agreement. But we are very, very pleased with the economics associated with that transaction.

What about the remaining one that you're going to reevaluate for alternative uses? How does your basis compare to what alternative uses would be?

Well, we think the basis in it is, below what other industrial commercial buildings in the market traded for in the past. So that's one good thing. The fact that it's on the 215 Freeway, the fact that a Freeway adjacent that has Freeway visibility, all play to the quality of this asset. We are in the preliminary stages of trying to maximize that value for our shareholders, and we hope to have more information to come in the next 12 to 18 months.

Okay. Next question is on the security deposits, and just thinking about fourth quarter and go forward. Is there any security deposits left remaining? Or should we think about fourth quarter being down, sort of call it whatever roughly 3 million?

Can you clarify left in what are you referring to?

You use security deposits? Sorry about that. Landline, we still have. You guys have security deposits that you applied against the Kings Garden rent, I'm assuming that you've exhausted those security deposits? So for the fourth quarter, it sounds rents the quarterly episode was going to be down by the amount of those security deposits that were applied in the third quarters of the case.

Yes. We have applied our full security deposit. But beyond that, we're not able to comment due to the conditional settlement.

And then just two other questions. One is going back to the comments that you guys talked about out in California. It's good to see the AG out there going after the illegal market. But just curious, you got Michigan, Colorado, Oregon, Washington, California, all these markets that have either had tremendous price competition or unlimited licenses or et cetera. Your exposure in those markets, one or all the tenants current and two, are these all markets that you would continue to expand in? Or is your view that as you grow the company, you're going to reduce exposure to the unlimited, licensed markets?

So maybe as reported, we've collected the rent, we've collect the rents, and in those markets, all of our tenants are current as of today. But what I what to, you focused on the geographic location of these tenants. And I think that we want you to make sure that you understand is that when we're making these investments, yes, we're making them in geographic locations, which we think are high quality locations and mission critical facilities. But they're mission critical facilities for the tenant operators. And why we're so focused on the fact that 85% of our tenants are multi state operators, benefiting from a broader market than any one specific market. We believe that has helped us generate one of the highest quality portfolios of tenants. As a matter of fact, as you can see on Page 14 of our financial supplement, public tenants within our top 15 tenants have a combined market cap of over $9.7 billion as of the end of the third quarter. And the public tenants within our top 15 tenants reported at the end of the second quarter, I think revenue of over $1.4 billion and an annual run rate of over $5.9 billion. And lastly, of our top 15 tenants, all the public tenants reported positive adjusted EBITDA in the second quarter. So what we're saying is that we have very strong tenants and why we focus on the MSOs, because of any individual market might have up or a down in any period of time.

And then just a final question, Sentinel, obviously, is a big issue been in the news. Are you seeing anything that whereby the licensed dispensaries are benefiting, so your tenants are seeing bigger demand because people trust the quality of the product they're getting there versus buying on the street. I'm just curious if there's been any sort of uptick because your tenants obviously have extreme quality controls, whereas people who buy products on the street don't know what's getting mixed in there. Have you seen any change in that or not really?

Well, I think that's a, an interesting data point and an interesting situation that is out there and guests are our tenants do go through a tremendous amount of scrutiny and regulations to produce their products and making sure that not only the product is pesticide free, and has any environmental, does have any environmental factors associated with the product, but the product so in that sense, we think that there is a lot of confidence in the product that our tenants provide. They specifically say that any one factor is increased revenues. I don't think we can say that, but what we can say is that revenues are expected to double by 2026.

Our next question comes from Scott Fortune with ROTH Capital.

Just want to follow-up on some comments about your pipeline. We've seen the cost of capital for the cannabis industry increased here and many of the top MSOs are cutting around their CapEx plans here, cost of capital, we saw two deals around 12%, 13% from that side, that rate. But overall the demand is this causing more incoming calls for your pipeline for sale leaseback for these well capitalized and so it's just kind of quantify or overall interests in demand for potential sale leaseback opportunity pipeline versus kind of last year or a couple quarters ago?

Yes, no, I mean -- and I'll have Ben follow-up on this. But yes our pipeline is very strong, it continues to be strong, and it's strong for a number of factors. One, when we commit to a transaction, our tenant partners know that we execute on that. And so we have a great reputation. And that reputation stems from I think just a very strong management team that has been in this industry for a very long period of time. And I guess actually, we, I think have the longest tenure in the cannabis real estate industry. And I think the continued demand for capital is there and at very attractive rates. Ben you're going to fall over.

Yes, sure. Scott, I mean we are continuing to see tremendous demand for our capital. I think a lot of the top operators in the industry recognize the value that we bring through our reputation, the value of being able to source non-dilutive capital in a very challenging environment. And we're very excited about our ability to capitalize on that given, as Alan mentioned, the management team we have in place, extremely strong, flexible balance sheet that we have, and just tremendous amount of opportunities in the industry.

Appreciate the color. And then just kind of a follow-up on the health of the tenant base here in this type of capital market. You mentioned kind of single state operators or the smaller tenants that are maybe under a little more pressure to meet debt obligations, obviously, the drawn debt here and potential defaults there. Do you work with the lenders with the companies two of the accounts companies potentially and what is the process of an operator defaulting on debt outside of your guys side, and lenders kind of go down the process of forced liquidation. Is there recourse for IIP there? Can you kind of step us through on those type of small tenants that you might have to work with?

I think, no, I mean, there isn't -- we don't, somebody defaults on loan, there isn't necessarily a default on our lease as long as they've continued to pay our rent. Now I think many of the debt lenders are really quasi partners with these tenants, and they certainly look to the overall structure of any one of these tenants to help them succeed and continue to pay back not only their debt obligations, but continue the operations just in general. And so I think that's how their relationships and their partnerships work, and that works to our benefit.

Got it. And then last real quick question for me, probably for Paul. Can you provide a little color, I mean, some nice steps by the Biden administration, right? There is Federal efforts around potential C plus coming on board here, the free up, potentially institutional capital in the capital markets to help your tenant base. But, more specific of IIP, with your New York Stock Exchange listing, are you seeing more discussions with the exchanges with potential uplifting with the tenants in your portfolio and kind of in light of the Canopy Growth statement with the USA structure there. Can you provide maybe a little bit more color on what the exchanges need to get to besides the explicit Safe Harbor language to move forward with uplifting? Does SAFE with a new Cole Memo provide enough cover for that or comfort that for listening? Just kind of little more color on your thoughts around, if it's a job listing to help out your tenant base there?

Sure. So yes, I think the short answer Scott is -- the exchanges have said that, unless there is -- until there is some significant movement at the federal level, de-scheduling or re-scheduling they're not going to open up the exchanges. So the question then is what's Canopy is doing with the Toronto Exchange. That's interesting. but we did note that NASDAQ did object to the Canopy USA up listed them. Now that's the latest as of this week. That's a fluid operation, but it is interesting to see if there is going to be any play to the Toronto Exchange. As far as SAFE, I think, obviously, Senator Schumer said Sunday that they were “very close” to passing SAFE. But I don't know if Senator Schumer has a tremendous amount of credibility when he's talking about what can those bills are going to pass or not pass. But along with the Biden's announcement to reexamine the scheduling and some movement on SAFE, we think SAFE or SAFE Plus does have a better chance in the lame duck. But as far as any Safe Harbor language for the exchanges, we don't think that's going to be part of SAFE or SAFE Plus right now, because if we dig down deep and look at the path to getting SAFE Plus, with some type of protection for the exchanges, it's got to go through Sherrod Brown's committee, and he has said he does not want to put any language that would favor banking, I mean, unless there's significant social equity language. So we're back to that same old bow we've had for the last two years, the social equity versus the capital market access. So I think Smart Money, Scott says that, if something gets done in lame duck is going to be a very simple SAFE without capital market access.

[Operator Instructions] The next question comes from Eric Des Lauriers with Craig-Hallum Capital.

First one as a follow-up on the Pennsylvania disposition. Just wondering how you're thinking about other potential properties that might be available for sale, you guys obviously, sort of called out how they are one of the single state operators in your portfolio that represents just 15% of the overall capital. Should we think of potential properties for sale, as only those belonging to single state operators? Just any additional color on sort of what you consider, as potentially available for sale for your properties?

I mean, I think that we don't, we're not looking at trying to sell anything that we've recently just require, unless there's a strategic reason behind it. I think that you could be, we have our San Bernardino asset that is held that we have held in development, and we could be looking at developing that. Or we could be looking at selling that asset. But in general, I think we're very pleased with the quality of our assets on our tenants to date. And we'll look at one or two assets strategically for sale, if it makes sense.

Eric, does that answer your question? Do you have more questions?

Yes, it does. Thank you. I was on mute. Thank you. You've previously described your sort of the decreased acquisition activity, despite your strong pipeline as essentially a widening of the bid and ask spreads. I guess first question, are you noticing that spread narrowing at all as these markets sort of readjust to higher rates? Are you seeing a bit more of an agreeance on potential cap rates for these properties? And then, second question, would you characterize the negotiations with your potential investors in the same way as sort of strong demand, but a widespread here?

I think the best way to answer that is that we've gone from an acquisition program of consistent quarter-over-quarter acquisitions to a very opportunistic model. Where we're being very judicious in deploying the capital that we do have available to us to, to the best operators that we can, and being very careful a bit as to our thoughts on future capital, even though that we do have access to capital from that our investors are, I think positively looking at the way we're deploying the capital and being a steward of that capital, but that the general market requires us to, I think, as I said, become be more opportunistic.

Okay, that certainly makes sense. So I suppose, you know, in terms of us, thinking about 2023 2024, et cetera, not that you're given guidance or anything like that, but I guess the proper way to be thinking about this is more of a probably discontinued opportunistic acquisition pace as opposed to okay, we have maybe a two, three, four quarter kind of wall, but then we get cashed up and go on, sort of continue our normal acquisition pace, it should be more the former than the latter, if I'm understanding correctly?

Right. Unless your crystal ball is much clearer than mine, and then you can actually tell me what's going to happen in 2023 in the first quarter, because if you can, we should take that offline and have a really good conversation. But we just believe that there's a lot of uncertainty in the market and we think that it's going to take some time for that uncertainty to become more clear. And then once that happens, we can certainly discuss our acquisition pace at that point.

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

Thank you and I'd certainly want to thank you all our stockholders for your support and your continued support. All the people who have asked questions on the call, thank you. Very good questions. And most importantly, I want to thank the team for all their continued hard and dedicated work during these interesting times that we're in. And so with that, thank you, all. We sign off.

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