Good day and welcome to the Innovative Industrial Properties, Inc. Q4 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, Chief Investment Officer. 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. Today we are pleased to discuss our results for our seventh full year of operations and our recent activity. As reflected by our total revenue growth of over 35% over 2021, the company performed well in 2022, especially in the context of the significant macroeconomic headwinds experienced across industries and in the regulated cannabis industry in particular. That financial performance drove dividend growth per share of 24% over 2021, totaling $7.10 of dividends declared over the course of 2022. We also closed on a new acquisition with TILT in Pennsylvania earlier this month, as well as lease amendments for additional real estate improvements at our properties in New Jersey and New York with Ascend, PharmaCann and Goodness Growth. Ben will provide additional detail on those transactions, and on additional portfolio activity and statistics. As we enter 2023 we continue to see headwinds for the regulated cannabis industry, driven by a number of factors that Paul will touch on in detail. Price compression and restrictive capital markets environment and inflation on inputs and construction costs are driving many companies including larger MSOs to streamline their operations. This is no doubt a challenging time for the industry we serve. We are steadfast in our belief of the long-term growth prospects and future of the regulated cannabis industry, with longer term projections still for double-digit growth and certain Eastern states driving growth well in excess of that average with expected introduction of adult use programs in the near future. In fact, notwithstanding the many challenges faced by the cannabis industry in recent months, U.S. legal cannabis sales are projected to grow 14% in 2023. As we noted in our January 2023 press release, certain tenants are experiencing difficulties and have defaulted on their obligations to pay rent. Paul will discuss the status of those situations. And we are here to answer any questions you have to the extent we can. That said, the vast majority of our tenant base continues to perform and we expect that these near-term challenges will contribute to driving operators to be more and more efficient. As with any industry, there will be ebbs and flows and I'm proud of the way our dedicated and experienced team has responded and managed through the challenges that our industry has faced in recent months. I will now turn the call over to Paul to discuss licensing and industry dynamics. Paul?

Thanks, Alan. Before I delve into our perspective on market dynamics, I'd like to touch on the properties where tenants have not paid rent. We're, of course, first and foremost focused on maximizing the value of each of our properties, and having tenants with strong teams that can manage their businesses successfully through the inevitable ups and downs of this industry. We have engaged local counsel and other advisors in these situations, commence legal proceedings for damages, and possession and are in discussions with applicable regulatory agencies. We expect each process to be different in both duration and complexity, depending on the nature of the state licensing program, and rules and regulations governing the cannabis licensing, as well as the current and projected state market dynamics. In many states re-leasing is a new concept for cannabis licensing authorities, with many programs launched only in recent years. With our veteran team internally, in combination with our advisors across a spectrum of specialties, we are confident in our ability to successfully navigate these situations. We have commenced litigation for recovery of damages and possession against Green Peak at our Summit property in Michigan. We have also filed two actions against parallel for possession and damages at our Pennsylvania property, as well as an action at our Parallel Texas property, which is in the early stages of the development process. Parallel failed to pay rent on the Texas property for the first time in February, and we commenced an action against them as soon as they defaulted. Each of these situations is highly variable. But as we progress through re-leasing our properties, we will endeavor to share as much detail as we can. Green Peak is current on their rent obligations at all other properties that we leased to them and Parallel is…

Thanks, Paul. For this call, I'd like to cover certain characteristics of our property portfolio and tenant roster in addition to discussing our investment activity in 2022, and year-to-date. At year-end, we owned 110 properties across 19 states comprising 8.7 million rentable square feet. As noted on our prior calls of these 110 properties 108 properties are included in our operating portfolio. No one tenant represents more than 14% of our total invested capital, and no state represents more than 16% of our total invested capital. Multistate operators make up 85% of our total portfolio, and 55% of our operating portfolio is leased to public company tenants. The total amount of capital invested and committed across our operating portfolio equates to $272 per square foot, which we believe remains significantly below replacement costs. To note these statistics do not include our additional investments this month, which I will discuss in some detail. For fiscal year 2022, we have 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 noted in our update press release issued in January, Vertical, Parallel, one of our properties in Pennsylvania; and Green Peak, one of our properties in Michigan, constituted the remaining balance of uncollected rents in 2022. To recap, for the full year 2022, we acquired nine properties and executed lease amendments to provide funding for improvements at 12 properties, representing a total investment commitment of about $394 million. As you may know, we also executed on our first property disposition in Q4 of last year, selling a Pennsylvania property that we originally acquired in 2019 and leased to Maitri, a private single state operator for $23.5 million,…

Thank you, Ben. For 2022 we generated total revenues of $276 million, an increase of 35% over 2021. The increase was driven primarily by the acquisition and leasing of new properties, and additional real estate infrastructure allowances at our existing properties, totaling $394 million in 2022, as well as contractual rent escalations at certain properties, offset by the previously disclosed non-collection of rents primarily associated with the defaulted tenants. Rental revenues for 2022 also included $3.2 million of security deposits applied for payment of rent for leases with Kings Garden in California and Sozo in Michigan, which we previously disclosed. Although we have the right to draw upon the security deposits that we hold for any of the defaulted properties, we have not yet done so for Parallel or Green Peak. As we detailed in our earnings press release issued yesterday, rent collection for our operating portfolio was 92% for the first two months of 2023, 94% for Q4 of 2022, and 97% for the full year of 2022. In 2022, we recorded net income attributable to common stockholders of $153 million or $5.52 per diluted share. Net income for the year was impacted by $3 million in litigation related expenses incurred primarily related to King's Garden and the shareholder lawsuit filed in 2022. Consistent with Q3, we've added back this expense from our calculation of FFO to normalized FFO. Adjusted funds from operations for 2022, which adds back noncash stock-based compensation and noncash interest expense related to our unsecured senior notes to normalized FFO, was $234 million or $8.45 per diluted share. Of course, FFO, normalized FFO and AFFO all exclude the $3.6 million gain on sale of one of our Pennsylvania properties in Q4, which was previously leased to Maitri. On January 13th, we paid our quarterly dividend of $1.80 per share to common stockholders of record as of December 30th. The common stock dividends declared in 2022 totaled $7.10 per common share, and represented an increase of $1.38 or 24% over dividends declared in 2021. Our Board continues to target a dividend payout ratio of 75% to 85% of AFFO. For Q4, our payout ratio for the quarter was 85%. At year-end, we had approximately $2.6 billion in total gross assets, and a total of about 306 million in debt consisting solely of unsecured debt with no maturities this year, or next year, and 300 million of that debt not maturing until May of 2026. Our debt to total gross assets ratio was 12% at quarter end, and our total fixed cash interest obligation was a little over $4 million per quarter. We've maintained investment grade credit rating and have a debt service coverage ratio of over 15x. And with that, I'll turn it back to Alan. Alan?

Thanks Catherine. I'd like to note the following in closing. We are steadfast believers in the long-term growth and success of the regulated cannabis industry. And as with any industry, there will be challenging times that will push industry participants to drive for further efficiency in their operations and strengthen their brand. We believe our facilities are well positioned to address those needs, with well-developed highly-controlled environments for production of distinguishing products that are the long-term driving force for brand recognition, and the capacity to produce efficiency at scale. And with our experienced team of dedicated professionals and advisors, I'm confident in our ability to successfully navigate the inevitable ups and downs of this industry. As always, we thank you sincerely as long-term owners of our company and for your steadfast support throughout these years. With that, I'd like to open it up for questions. Operator, can you please open the call up for questions?

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

Alan, appreciate your comments at the outset. And then Ben, you touched on it as well about the complexities of the legal and re-tenanting process for both Parallel and Green Peak and how that really differs by state. Can you help us though, understand, maybe the litigation process a bit better. Does eviction come first, and then there's hearings on damages or the task is intertwined, and therefore it could take even longer for you to potentially get the assets back under your control?

Yes, I think that's a very complex question. And since it's really complex, I'm going to turn it over to Paul, because he can handle those.

Well, thank you, Alan. So Tom, so I think you're getting it. Typically, in jurisdictions when you file unlawful detainer, possession, it gets priority. And so that's what we're seeing in the three jurisdictions where we have filed in Texas, Pennsylvania in Michigan. The possession cases will be heard sooner than the damages cases. And in each of those jurisdictions, they're separate. So we have filed in each of those jurisdictions for possession and we do have hearing dates coming up in the next two or three weeks in each of these jurisdictions for possession. So, we do anticipate that we will get a judgment in our favor for possession, and then we will execute immediately to get possession. So I want to stress that we have moved as quickly as possible. And we have retained local counsel who are expert in their jurisdictions and the local laws with regard to unlawful detainer eviction. So we're very pleased with the speed that we're able to file these actions and we look forward to getting possession of the assets as soon as possible. Then following those possession cases, come the damages cases. And those typically follow a more typical timeline and that’s probably 12 to 24 months before we get any resolution on those. So again, we're filing those with all due speed and obviously, we'll keep you advised as those matters develop.

And the company is using all its expertise and diligence to mitigate those damages through a variety of processes, including re-leasing, reselling or selling any assets that we can.

Appreciate it. Really, really helpful to understand that. And then maybe Cat along the same topic, you mentioned, not having to apply the security deposits from Parallel and Green Peak to the back rent. Are you restricted on that use or is there a different strategy and approach here?

Again, I think this is a complicated question. And it really has to do with the litigation for possession. Is that right, Paul?

Yes, so it is, and each jurisdiction differs somewhat. But you want to be careful, especially when you're trying to get possession, you don't want to complicate the case at all, because some judges will look for a reason not to grant eviction, because some jurisdictions are slanted in favor of tenancy, but that's why we're being very cautious as to when we do reach the security deposits. But rest assured, the security deposits are 100% in our control. So when we feel and local counsel feels appropriate to tap those security deposits, we will.

Got it. And then you've been adding cross-default provisions into your lease amendments over the last -- or at least kind of been publicly saying that over the last few quarters. Can you provide some additional insight into how those provisions work and then maybe the portion of your leases that currently include them?

I mean, I think they work when as though if -- it's very simple. If someone defaults on one lease, then they basically have defaulted on all their leases. And so there's no picking and choosing which project they may be struggling with. They're -- all their leases are at risk, putting the entire company at risk. And so when companies enter into those cross-default provisions, they do them very carefully, very consciously, and with a great deal of thought and negotiation. Right now, we have -- we believe that we have over 38% of our revenues are subject to cross-default provisions.

And then last one for me. Just going back through the fourth quarter, operating an investment recap that you put out in mid-January, looks like there were roughly $157 million of transactions under PSA or LOI. So far, Ben I think you have covered $49 million of transactions that have closed this year. Some of which seem to be kind of above and beyond that original $157 million if I'm reading it. How is your acquisition pipeline sizing up right now? And then what are your thoughts on funding that as we get through 2023?

Go ahead, Ben.

Yes, talking about the pipeline in general obviously, there's always ebbs and flows. But just as a general comment, there continues to be a tremendous amount of demand for capital in the industry overall. So we feel the pipeline is very healthy and we're being very opportunistic, and thoughtful in our approach as to which of these transactions that we're evaluating that we ultimately want to move forward with.

The next question comes from Connor Mitchell with Piper Sandler.

So first, obviously, there are a lot of moving pieces here with different tenants and properties, either defaulting or maybe becoming current again. So would it be possible for you guys just to provide a brief update on the old back rent on situations such as Kings Garden or Sozo in the repayment of the security deposits?

Well. First, we only have kind of like 28, 30 tenants. So it's not that complicated. Two, as to Sozo. Sozo was granted a relief, and we used three months of security deposit. And so we've used the security deposit they placed for that rent, so there's no back rent owed from Sozo. They do owe -- they do -- they are going to be required over the next the 12 months period of time to replace that security deposit, and we expect them to do just that. Back rent, I mean, the concept of back rent, I don't understand, I guess the way you're thinking about it. And I'd like to understand the way you're thinking about it better is I mean, because we've collected the rents, the rents that have been collected, those who haven't collected, they've been in default. And then ones are in default are Kings Garden, Green Peak and Parallel. And as we discussed, we're pursuing those individual transactions. They represent a total of -- what of our total revenue? Do we know? Do we have that…? Let me let's work on that. And we'll get back to you on that percent of our total revenue combined.

And then regarding Kings Garden, Parallel, they both defaulted on developments. So, I guess, is there any change in how you guys are approaching these investments or whether you're becoming more cautious about new development investments? And at the same time, how you're comparing that to the risk profile of funding incremental existing asset expansions and CapEx in that matter?

Yes, I mean, I think we're being -- as we described our pipeline, we're being an opportunistic and cautious in evaluating every transaction. But our business is to provide capital for this industry. And thinking through the way this industry works, new state obtains the permission to go ahead and do medical cannabis, or even adult use cannabis, that those products, those buildings, those facilities didn't exist before. So there is an absolute need. And that is why we are in existence. And it is the opportunity for us to generate these, what we think are above average returns for what we still believe is below average risk. And we still have five or six developments that are still being finished. And they are proceeding very well and there -- and we still believe that, that is a good business line for us. And that's how we were able to generate with less than or approximately 17% of our invested capital in 2022, a 35% year-over-year total revenue growth.

And then maybe just one more for me, regarding the definitive sale agreement for the Vertical product or property, excuse me. It seems are all in California, so I guess, just hoping do you guys could give a little bit of insight as to how you're viewing the California market nowadays compared to other markets? And whether there's any insight you can provide as to the transaction process, and the sale of the Vertical property? Whether it has to do with the previously disclosed defaulted, whether that had an impact?

Well, certainly it had an impact and it's certainly we've been discussing and talking about Vertical for at least a year plus and we've been trying to figure out the best approach to deal with the Vertical transaction and try not to get any more committed to that transaction by providing more capital to it. And so we've been working with the tenant on a variety of bases, including helping them find alternative capital, and they found alternative capital and alternative capital came in. It came in -- it was needed, like the facility needed some additional capital to fix some of the things that the previous owner didn't do probably in the best way. And the new capital, new investor, in order to put the capital in, wanted to own the asset as opposed to be in a long-term sale leaseback transaction. So in combination with all that, we came up to what we thought was a very creative way for us to continue to receive I think a very attractive yield on our capital. Allow this new investor to continue to invest in the property and make that a successful opportunity. And then should something untoward continue to happen in that market, we'll have an asset that is -- has additional investment that's been put in, not by us, and a lower basis and ability to we think continue to recover our investors, capital and a return on our investors' capital.

The next question comes from Scott Fortune with ROTH Capital.

Just sticking on that note, kind of providing color on the tenants or potential buyers out there, they're looking kindly take over these California properties or potentially properties in Pennsylvania and Michigan. Kind of we take it that these are known existing tenants that have followed balance sheets and looking to add production and take market share in these tough markets so they can. Just want to get a sense for the health, or what are you looking for the interest potential re-leasing or even buying assets? And if you want to get back into the strategy that looking at properties whether to sell out on the tougher markets or continue managing by re-leasing…?

Well, I mean, I think that goes to the back half of the question, the last question, which is, what's going on in the California market. California market still is difficult, Paul?

Yes, so Scott, I know you know California well. It still remains challenge. However, we are certainly aware of and have tenants in the portfolio that know how to navigate the California market. There is money to be made in the California market, if you know how to do it. So, when we look at the global market in California, it looks -- can look bleak, but we do have some positive signs. As you know there's been some legislative reform in Sacramento with regards to taxation. There's been more funding for enforcement of the illicit market. So those are all positives. I mean we've also seen some stabilization of the spot market pricing. So, that's all positive. But it's still a very big black market in California just as it is in New York, Michigan and Massachusetts. So those are the challenges all these large markets do have to face. But as I mentioned, it's -- if you know how to navigate those challenges, you could be very successful in each of these markets.

And then as to -- I think the question revolved around as an example, the -- our [Prez] development asset that is subject to a letter of intent that -- for a lease. And it is continuing to proceed, I think very well. We hope to have a final lease in the near future. And so we're very positive about that situation. As to the other assets, certainly the Texas asset is an asset that we don't have control of -- over and are going to be in the beginning process, but we do believe the land site is in a quality industrial location. And with -- I think it has an Amazon distribution facility nearby. So there is value there. In addition to the fact that we've, I think we've collected -- based on the structure of that transaction, where we committed over $27 million, but only have spent $8.7 million and have actually collected what around 81% of the asset value already in cash flow, not to mention the fact that we still have if we get control of the asset, we will have the value of the asset to be able to further enhance the return to our shareholders. As to -- we don't have control over the assets in Michigan or in Pennsylvania. But we believe that there will be a variety of opportunities for us to deal with those assets. Anything else you want to add Ben or Cat?

Yes, well, I would say, Scott, about your question about how do you get some of these MSOs interested in these challenged markets, we kind of look at it like it's almost a monopoly board. And these are strategic acquisitions by some of these MSOs that may not have a presence in one of the states, they want a presence and they'll look at opportunities through M&A perhaps to get these. So, we're certainly aware of which players out there are looking for assets in these particular jurisdictions. So it's something we're working on.

And then one last one quick one for me. Without providing guidance, obviously, you guys have highlighted the challenges in the near-term macro environment and uncertainty in there. You've gotten away from acquisition more opportunistically. You're putting up - deploying capital, around $25 million, the last couple of quarters, it looks like you know $50 million this quarter to date, but fair to kind of project kind of a similar rate moving forward here near-term? And just trying to get a sense for when we can see strong demand or what's key to begin kind of the acquisition levels and kind of picking opportunities to start acquiring again, kind of what are you looking at for the rest into 2023 from those levels?

Well, first of all, it's extremely unfair to put any sort of budget or any sort of commitment, given the fact that we've just spent a great deal of time describing how difficult to not only the industry is experiencing capital raising, but also the real estate industry and how interest rates have come -- have increased significantly, and our cost of capital has increased significantly. As to -- I think we've talked about a very strong pipeline, but a pipeline that is conditioned upon us having access to capital, and we're exploring all sorts of avenues for capital, we believe that there is secured debt capital out there, we could be looking at that. We could be looking at unsecured debt capital. We have some other unique opportunities that we're looking at. And as we move forward down the path of exploring that capital, we will match fund that with acquisitions as we've done in the past. So, I -- we aren't going to give any guidance. We aren't going to give any indication as to how much additional acquisitions that we're going to do. This management team is highly focused on making sure that rents are collected, that we can recapture any value from transactions where we get the assets back and appropriately deploying capital when we think it makes the most sense.

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

So just kind of a high level one for me. So as we look out over the past year, it's clear that price compression risk and regulatory risk have increased. Looking at New York, I think it's clear that a flip from medical to adult use doesn't always equate to outsized growth for the existing operators. I'm just wondering, on a high-level, can you just talk about how these developments have influenced any changes to your capital allocation strategy? Or maybe it's more any changes to your lease terms? You've got some more cross-default provisions in there, as we've mentioned? Could you just kind of talk high level, how these developments have influenced any changes to sort of which markets you're looking at, what kind of operator, just any sort of high level changes to help us understand sort of how you're thinking, in response to some of these recent developments would be great?

No, I mean, I think the cross-default section is something that we are highly focused on. We haven't changed, or the length of our leases, we're still going down that process. We're still very interested in new markets that have the ability to limit licenses. Even though that that's the case in New York, we can't force the government to apply the law to everybody. But we certainly hope that they get the message that it's an important thing to do. We are being opportunistic, and we are focusing in on the best operators with the greatest amount of capital and certainly have become much, much more cautious with any new start-ups with hoping to grow into their space or grow into their development over time. So, I think that's the best we can do. We do believe this industry continues to be a very exciting industry. Even with all what we talked about, with all the cautionary tales, we are still looking at new states such as Oklahoma, Ohio, Minnesota maybe, Kentucky, New Hampshire, maybe even with Pennsylvania having adult use and there's others that we can look at. So there's still a great opportunity for us in this industry over the long-term. And even revenue -- or total revenues for the industry, I think we're up 13% or 14% for 2022 and are expected to continue to grow in 2023 and beyond. And so we are cautiously optimistic on 2023, but certainly very optimistic on the long-term aspects of this industry.

Appreciate that color. And then last one, for me is kind of a follow-up here. When you look at both cap rates, and the sort of annual step up, obviously, we do have pricing down in some markets like 50% year-over-year, I'm just wondering how you look at both of those, if you see any likelihood of those kinds of softening and perhaps the quarters ahead. If we don't get any material rebound in prices, I'm just wondering, sort of how you are kind of weighing the sort of pros and cons of more attractive rates for you, but putting more pressure on the tenants in a kind of challenging environment here. Just wondering sort of how you feel about the cap rates and annual step up, specifically? And, yes, any comments, that would be great. Thanks. A - Alan Gold So just to remind everybody that we are -- we enter into sale leaseback transactions. So we're more focused on our yields, and our yields continued to be very, I think, accretive to our current cost of capital, which is still very high. And as long as we continue to have the ability to do accretive transactions, I think we are still looking at potentially deploying capital in the future, if we can raise capital effectively and cost effectively. That's how we're looking at it. We don't have the business of buying from existing investors at whatever cap rate that they want. That's not our business. We believe that cap rates for all real estate asset classes have increased with the U.S. economy in general increase in rates and cost of capital.

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 first, I want to thank the team for all their hard work. I mean, it's, they've done a phenomenal job to get us to where we are today and they still have tremendous challenges and work as we move forward throughout 2023. I also want to again, thank our stakeholders, our shareholders for their continued support. And with that, like to end the call. Thank you all.

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