Good day, and welcome to the Innovative Industrial Properties Second Quarter 2024 Earnings Conference 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; David Smith, Chief Financial Officer; Catherine Hastings, Chief Operating Officer; and Ben Regin, Chief Investment Officer. 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. 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 will now hand the call over to Alan. Alan?

Thank you, Brian, and welcome everyone. Q2 was another solid quarter for IIP generating $80 million in total revenues and $2.29 in AFFO per share. That performance enabled us to sequentially increase our Q2 common stock dividend by 4.4% to $1.90, continuing our track record of increasing our dividend every year since our inception in 2016. We achieved these results without the full impact of the rents for new leases that we executed in late 2023 and year-to-date, in addition to certain pre-leased properties under development where construction needs to be completed. Ben and Catherine will provide further updates on our progress here. On the investment front, in June, we announced our newest acquisition and long-term lease with AYR Wellness for a Florida property, which will undergo redevelopment for use as a regulated cannabis cultivation facility with an expected total investment upon completion of $43 million. AYR is an existing tenant partner of ours in Ohio, and we are excited to expand our long-term partnership with them. As we have reiterated in the past, we are really pleased with our capital position, especially in light of the macroeconomic environment impacting real estate companies in the cannabis industry. Our total available liquidity exceeded $210 million as of quarter end, including another upsizing capacity under our revolving credit facility in Q2 to $50 million, and fully funds any remaining development commitments we have, along with providing ample dry power for additional strategic investments. Additionally, we have one of the lowest levered balance sheets in the REIT industry at 11% debt to total gross assets, no variable rate debt, no debt maturities until May, 2026, and David will provide more detail as well as our financial results and capital position for the quarter. From a regulatory perspective, all eyes continue to be focused on a potential rescheduling of cannabis from schedule one to schedule three under the Controlled Substance Act. Paul will discuss our thoughts in more detail on this rescheduling process and state level dynamics that we are seeing in addition to some green sheets that we're seeing regarding a potential strengthening of capital availability for cannabis operators. And I'll now turn the call over to Paul to discuss market dynamics and regulatory developments. Paul?

Thanks, Alan. Market developments, as we have noted for some time now from a state market perspective, we continue to see divergence in performance and dynamics with new markets experiencing high growth, while some mature markets become increasingly competitive, especially after the extended period of price compression and the challenges in competing with the illicit markets that we have highlighted in past calls. For example, as we noted in our last call, 2023 saw strong rollouts for adult-use sales in Missouri and Maryland, both of which also benefited from cross border purchasing by residents in neighboring states with either a medical use only program or no program at all. In fact, from July, 2023 through June, 2024, Maryland's first year total adult-use cannabis sales topped $1.1 billion and Missouri's annual regulated cannabis sales for 2023 totaled over $1.3 billion. Ohio, which legalized adult-use in November began issuing operational licenses for adult-use cannabis cultivation last month. Ohio was expected to be one of the fastest growing markets in the near future and follows on the heels of very successful adult-use introductions in Missouri and Maryland. As we have discussed on other calls, while New York has struggled since adoption of its adult-use program, we are seeing some level of turnaround in the New York regulated market. With the increased pace of licensed dispensary openings for the adult-use program, an increase in enforcement on stores operating illicitly. Regulated sales in New York have increased from about $150 million for all of 2023 to over $260 million in the first six months of 2024. While this progress and the associated increase in regulated sales as welcome, this still represents just a fraction of the NYS Office of Cannabis Management's projection for the regulated cannabis industry in New York to generate $4.2 billion in…

Thanks, Paul. We have been very pleased with the activity we have seen in recent quarters, both on new investment opportunities as well as releasing of our vacant assets. Year-to-date, we have retenanted four properties covering 69 million in invested capital and selectively closed on new investments of just over 65 million. As we noted on our prior call, in April, we committed $6.1 million across two existing projects. We provided an additional allowance to Battle Green in Ohio to complete construction and expand their production capacity in advance of Ohio's adult-use rollout, and provided an additional allowance to forefront in Illinois to round out development of our 250,000 square foot production facility. In June, we closed on the acquisition of 145,000 square feet of industrial space on 16 acres in Florida, executing a long-term lease with AYR Wellness. A publicly traded MSO with operations across eight states. We acquired the property for $13 million or $90 per square foot and committed an additional $30 million for AYR to redevelop the main 98,000 square foot industrial building for use as a regulated cannabis cultivation facility. AYR maintains a strong presence in Florida, operating more than 60 dispensaries with 745,000 square feet of production capacity excluding our property. As Paul discussed, we are closely watching the developments in Florida with regards to the November election and potential adoption of adult-use cannabis. Also, in Q2, we closed on the disposition of our property in Los Angeles, which was leased up until the sale. For total consideration between the sales price and lease termination fee exceeding the property's net carrying value. This property was never fully built out for cannabis use, and the sale provides us additional capital to recycle into other opportunities that we believe will provide superior risk adjusted returns. And we continue to track an active pipeline across markets, actively evaluating opportunities and look forward to executing on new investment opportunities on a very selective discipline basis. With that, I'll turn it over to Catherine. Catherine?

Thanks, Ben. We've made a lot of progress in 2024 year-to-date on closing out or nearing completion on many of our tenants remaining development projects. From our last call, we highlighted completion of three leased projects, totaling $200 million of invested committed capital. Vireo's 325,000 square foot expansion in New York, 4Front’s 250,000 square foot ground up development in Illinois, and Battle Greens 157,000 square foot ground up development in Ohio. In Q2, we completed development of the 23,000 square foot Perez Road development project in California, which is fully leased and operational and just completed the 104,000 square foot cultivation component of our summit building in Michigan in July. As you may recall, the 97,000 square foot processing section of that building was previously approved for operations and the entire project is leased. We're also pleased to note that Loom, the new tenant at our Harvest Park facility, has received approvals to operate and is now occupying that facility. While we agreed to provide loom up to $2 million in qualifying infrastructure enhancement to the facility, we see this new lease as a good example of the general reusability of our facilities that have been built out for cannabis use. The overall layout and build out of the facility has worked for the replacement tenants we've brought in with very little change to the overall design of the facility. Regarding our portfolio, as of June 30, we own 108 properties across 19 states comprising 9 million rentable square feet, including 722,000 square feet under development and redevelopment. Of these 108 properties, 104 properties are included in our operating portfolio, which was 95.6% leased at quarter end with a weighted average remaining lease term of 14.4 years. Of the four properties under development redevelopment two were pre-leased at quarter end. Our portfolio continues to be well diversified with no one tenant representing more than 18% of our annualized base rent and no state representing more than 15% of our annualized base rent. We have relationships with some of the largest and most experienced operators in the industry with our least operating portfolio comprised of 91% multi-state operators and 62% lease to public company tenants. The total amount of capital invested and committed across our operating portfolio equates to $279 per square foot, which we believe remains significantly below replacement cost. And with that, I'll turn it over to David. David?

Thank you, Catherine. For the second quarter, we generated total revenues of $79.8 million, a 4% increase from Q2 of last year. The increase was primarily driven by activity in prior periods for the acquisition and leasing of new properties, additional funding and building improvements provided to tenants at certain properties that resulted in base rent increases and contractual rental escalations, along with a $3.9 million disposition contingent lease termination fee paid to us concurrently with the sale of our Los Angeles, California property. This increase in total revenues was partially offset by a loss in revenue for properties we took back possession of since the second quarter of 2023 and $1.3 million in rent received during the quarter, but not recognized in total revenues due to a reclassification of two leases as sales type lease as of January 1st, 2024, as we discussed in depth on last quarter's call. Revenues for the quarter were also up sequentially versus the first quarter of this year, primarily relating to the lease termination fee in addition to modest sequential increases in rental revenues and tenant reimbursements. In the second quarter, we sold a property in Los Angeles, California for $9.1 million and recognized a loss on sale of $3.4 million. However, we also earned a $3.9 million disposition contingent of lease termination fee. As a result, the total consideration received on the sale of $13 million exceeded our carrying value of the property as of the end of the first quarter, resulting in a net gain of $0.5 million. As disclosed in our second quarter earnings materials, I want to note that given the disposition contingent nature of the lease termination fee, we subtracted out the net positive impact of a loss on sale of real estate and lease termination fee when…

Thanks David. I'd like to note the following. In closing, our team continues to execute on our plan to maximize the value of our portfolio for the benefit of our stockholders through our leasing investment and disposition activities, and to continually evaluate capital options with the goal of maintaining a strong balance sheet and liquidity position. I'm proud of this team's performance and believe this core focus will serve our stockholders well over the long term. With that, I'd like to open it up to questions. Operator, could you please open the call up for questions?

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

I'll be starting with Paul. Appreciate the commentary on lower year over year capital formation trends in the cannabis sector so far year to date. Typically, CapEx spending for the operators follows capital availability, but in this case, are you seeing any positive movement on the CapEx side driven by new state adult-use program expansions despite tighter capital markets?

There is a lot of enthusiasm in the industry. I think, as you know built around the rescheduling issue and we talked to our operators and we think that there's a lot of excitement but there is some wait and see about when is rescheduling going to happen, when is the 280-relief going to hit the bottom line? So I think there is a lot of built-up capital that's going to hit the market once there is more clarity on the timing and actually the effect of the 280 relief. So I think you're well aware of the schedule and we're pretty pleased, Tom, about where we are today with the rescheduling process. It's gone as quick as we thought it would, but right now it's of course, in the hands of DEA, they received 40,000 comments on the rescheduling over 90% positive. And in fact, a big percentage of those would want them to go further than rescheduling and get it to de-scheduling. So we're waiting to see what the DEA's going to do next in order and issue the final order and final ruling, which we think could happen, really any day. Once that happens, of course there's a 30-day period, that a lawsuit can be filed by any aggrieved party that wants to do so. So, we're waiting and staying. And we do think, as we've said in prior calls, that once that 280 relief does hit the bottom line. For people that don't really follow it closely and understand the significance of it, when 280 it goes away, if we get rescheduled to three, I mean, there's a lot of things that operators now can't deduct, such as rent, salaries and wages, utility costs, maintenance and repairs, marketing, advertising, health insurance, all these things add up, of course. And once those things hit the bottom line, we think there's going to be a lot more capital available for CapEx expansion.

Totally fair, and Paul maybe sticking with that item, could there be an impact on rescheduling from either the recent Chevron ruling, or a potential change in administration that might either slow up or completely change the progress when it comes to rescheduling activity?

Yes, so let's talk about the, recent Supreme Court case that took away Chevron. I think actually it's a positive, and I know you're going to get people that say no, it's going to complicate. So, for people that aren't following the U.S. Supreme Court rulings closely, what that recent case did is get rid of Chevron doctrine, which says that when there's an ambiguity in a federal statute, the courts leave it up to the administrative body to interpret what the Congress meant. In order to get to Chevron, you really have to have an ambiguity. In this case, it would be in the Controlled Substance Act. And I would certainly argue that there was no ambiguity in the CSA, because the CSA explicitly allows the DEA to reschedule controlled substances at their distress. So I don't think you even get to the Chevron. So that's -- I don't think it's going to happen. Question about who's President next year, I think is a fair question. And we look, so far, President Trump, former President Trump has not updated his stance that I'm aware of on cannabis. He has always been a supporter of medical cannabis and has supported research. So my thought is when we get rescheduling to three, I expect him to be supportive of it, because it does follow the thought of more support for medical and more research. So while yes, he could instruct DEA to undo, I don't think it's going to happen because by then I think it's a political issue. And as we've discussed in prior calls, certainly the overwhelming majority of voters in this country, support medical cannabis. So, it could happen, but I would say not.

Really appreciate those thoughts. Thank you, Paul. And maybe on the last one for me. Ben, you'd mentioned pursuing new investments on a highly selective basis. What characteristics does a sale lease leaseback or follow on investment have to include to meet your underwriting and have these requirements changed at all in recent quarters?

I think before Ben starts with that, I'd just like to remind not only you Tom, but everybody, but the sale leaseback concept is our basic business model that we've been following since for the last eight years. And it seems to be -- it has continued to produce what we think are below average risks for above average returns. Now, with that, I'm going to turn it over to Ben to go ahead and describe that what we do in our sale lease by acquisition and underwriting.

I wouldn't say that our underwriting criteria has necessarily changed over the years. I think we're still highly selective on the types of opportunities in markets we like with tenants we like, as we have been since our inception. I think we're very pleased with the state of the pipeline. We're still seeing the low and mid-teens yields on the opportunities in the pipeline. I think we're cautiously optimistic that we will hit our goal of north of $100 million in investment activity this year as we did in 2023. On top of the investment activity that we've seen year-to-date, and very pleased with the leasing activities well, retenanting, $69 million worth of assets year-to-date, and over $125 million worth of assets over the last three quarters. So between that executing on selective pipeline opportunities feel very good about the state of the pipeline and the portfolio overall.

The next question comes from Connor Mitchell with Piper Sandler.

Maybe just continuing on that and really focusing on the tenants. I was just wondering how you guys think about balancing investments with new external tenants and then the existing tenants in terms of additional investment commitment, retenanting, et cetera.

I think that's a really good question. Because it throughout our history, we've spent a great deal of time in capital supporting our existing tenants and being what we believe is a very strong real estate partner for them in this industry. And we continue to believe that focusing on our tenants and giving them the greatest chance for success in a very competitive, and as we've discussed a difficult general macroeconomic environment is best. But maybe Ben, you might want to talk about the how we look at new tenants and how we support our existing.

Alan's describing feel very good about our current tenant roster of our 30 tenants, north of 90% of our revenue comes from multi-state operators, and we really feel that we have some of the best operators in the industry in our portfolio and have continued to support them over the years, while also maintaining a well-diversified portfolio across our tenant base as well as across state markets. We, of course, will look at new opportunities to work with new operators as we see fit with management teams that we like, that have strong financials track record of performance in the same kind of rigorous underwriting criteria that we've used historically for our existing tenants.

That's helpful. And then you guys have done a pretty good job of releasing some spaces that have come available over the past 12 or 18 months. Just wondering if you could provide an update on any current spaces that are unoccupied and the leasing efforts or possibly like selling efforts of those properties?

Yes, no, I think, before I turn it over to Cath and Ben to provide those details, I do, I really want to compliment again, our team for their unbelievable execution on releasing as many people who've been involved with our company from the inception, there was a great belief that our properties would be very difficult to release, that our, they would be too specialized. And we continuously, believe that we've underwritten them properly, that we have a very reasonable cost per square foot, given the amount of infrastructure that goes into these facilities. And I think that's proven out with the releasing efforts. Cath, do you want to provide more details?

Yes, thanks Alan. Connor, as Alan was talking about, I think the team is just really pleased with the success of our releasing and the attractiveness of the facilities to those new tenants, really speaks to the general reusability of those facilities. And we plan to bring that same success to the remaining assets that we have, which are really just down to a handful of properties. We have 160,000 square feet of cannabis real estate in Pittsburgh, 238,000 square feet of warehouse space in California, and a 12-acre parcel of land in Texas. We also have two small retail properties in Michigan that total about 6,000 square feet. And overall, we're really confident in the talent of our team to continue to position these assets in the future and hope to have additional updates as we work through those.

And then maybe one more question for me. You guys have had a pretty good handle on correcting any issues or fixing any issues you've had with tenants in the system. Just wondering if you could provide an update on maybe a watch list or a tenant credit update, if anything might be brewing or you guys feel pretty good about the environment Saturas.

So I think that's the statement that we talk about when we talk about a wash list is that we watch all of our tenants and with 30 tenants. So we have, we think we have that pretty well in hand. We keep -- we've reminded the audience about the difficult macroeconomic environment and not in general and in particularly in the cannabis industry. And we are still working, for the industry is still working through some of those issues. And we believe that there are tenants that because of supply chain issues or getting up to speed with the changing environment that there will be some difficulties. But in general, we're very -- as Ben and Cath has indicated we're very pleased with the quality and strength of our time.

The next question comes from Scott Fortune with Roth Capital Partners.

Just to follow-up maybe Cath on the properties that you're looking to release, obviously regulations and getting those licenses in place, but kind of developing them out. Is the timing kind of still in place where we expect this to happen towards end of the year, early next year? Just kind of an update on the timing for these turning into kind of rent lease revenue moving forward and the progression there with the regulation side of it.

Perhaps Ben, you might want to address the timing associated with the assets that are already built out as cannabis facilities.

Again, talking about the leasing activity, which again, we've been very pleased with the over $125 million worth of investments that we've retenant over the last three quarters. And just want to remind everyone that the timelines can vary state-by-state, market-by-market for the any build out that might be required, any licensing that might be required. So that can take anywhere from a relatively short period of time to 12 plus months, again, depending on the municipality in that particular situation. So knowing that a lot of this activity has happened Q4 last year into the first half of this year, we would expect rent to commence depending on the asset more likely into 2025, late 2024. But it's really an asset-by-asset basis on that.

And then just a little more color, obviously the health of the cannabis industry as we've seen kind of early 2Q reporting being very positive from a revenue growth, margin expansion. And these operators continue to focus on cash flow generation to operate in this environment without 280E kinds of benefit from that standpoint. We're seeing some M&A pick up here environment, so it seems like some capital is starting to go to work. But just a question kind of on expanding your portfolio in different states with large markets, Ohio coming on board, you guys were positive on New York saying to ramp up more there in adult-use and then potential capacity as we're seeing a lot of the operators add capacity in Florida. We just backdrop, can you call out states? What were you seeing pickup in discussions or for potential opportunities to be added to the portfolio?

Paul, do you want to address that because I, you've talked about the states that are expecting approvals and moving forward.

Scott, I know you follow this closely, but today could be really kind of a special day in Ohio and I'm waiting to see if the store's actually open today if not today, probably tomorrow when Ohio actually rolls out sales in the adult-use. So that's could be a really great example of a new state that's going to do it. And we're really excited the way Ohio did it by co-listing the existing medical operators with the adult-use license so they could hit the ground running. So absolutely, Ohio is exciting. I remember, a year ago talking about New York and then we just got kind of disappointed about the rollout, but boy, there's some really positive news coming out of New York with the Governor finally, making some really concrete moves and she had reported that just last month as a result of issuing new licenses. And I think more importantly, as a result of actually pad locking some of the illegal stores that sales have been up as much as 50% in New York City. So, is New York turning around? Boy, it sure looks like it. So we get excited about that, and Florida, we can't -- really, I think overstate how we think if Florida hits what amazing market that can be. We have talked in detail about the 60% threshold for the vote, and certainly, it's in the news about the opposition is well funded and picking up more, but the polling still remains positive. So we think that's got a good shot of hitting. Pennsylvania, we like Pennsylvania and that's in the legislature right now. And there's some, I think horse trading going on in the legislation in Pennsylvania between the Republicans and the Democrats and the Assembly. The Governor, of course is very pro adult-use. So we think that we will get across the finish line before not too long. So, those states, we think, we continue to be really excited about what's going on there.

I appreciate the color. It's going to be needed production in those states as they approve adult use. And then one last quick one for me, Paul. Obviously, VP Harris is now the Democrat elect. There's been this view that the Democrats look to kind of differentiate by moving forward, cannabis policy ahead of election, and that seems that now that's kind of moving forward on the rescheduling process. I know you provide an update there, but anything new about VP Harris being on the ticket now that will kind of help get the final draft rule over the finish line here in the coming months ahead of the election? Or just kind of thoughts around that with the new Democratic elect here?

Yes, so it is fun to watch and just this morning of course, she announced the Minnesota Governor as a running mate, and he has a very strong history of being pro-cannabis, which we are very happy to see, of course. So I think between the two of them, on the Democratic ticket, it's very pro-cannabis. And I think, that we will see possibly an acceleration, but certainly stay the course. I cannot see the Democratic ticket with Harris at the top doing anything but supporting the rescheduling and getting it before the voters in November. So, we think it's a positive. And as I talked earlier, the idea about if Trump gets elected, will undo these things, I don't see it. I just think it's too; it'll have too much momentum by then and he won't risk that with the voters. So to answer your question, we're, we think that Harris and her new VP running mate are nothing but a positive for rescheduling.

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

First one from me, in terms of your pipeline, can you talk about the mix of demand you're seeing from existing tenants versus new tenants? It's nice to see this lease with AYR, of course, but wondering if there's sort of a longer-term natural trend of decreasing demand from existing operators and increasing demand from new tenants just given the relatively fixed number of industrial properties with existing tenants. And sort of the more sell leasebacks you do, the less that remain. How should we think of this longer term and kind of where are you now in this trend?

Ben can take that, but just keep in mind that our opportunities come not only from existing tenants growing in existing markets, but when new markets and new approvals occur that there's additional demand. With that Ben, why don't you take that question?

I mean, I think it is a mix, as you mentioned of our 30 tenants, as we've said, 91% of the revenue comes from multi-state operators. We have a lot of the largest and kind of best-in-class MSOs in our portfolio. So it's natural that there will be follow on opportunities as we continue to support those tenants with their growth initiatives. That said, we are always sourcing additional opportunities. We're very pleased with the state of the pipeline as it is today between a mix of existing opportunities with existing tenants as well as potential new tenants into the portfolio that we are underwriting. And this really goes across markets some established markets as well as some of these that we've been describing on the call. Long term, I think it will continue to be a mix as we look to balance continuing to support our existing tenants as we've done since our inception. As well as continuing to diversify our tenant base both across tenants and markets as we continue to grow the portfolio.

I appreciate that. And then my last question just on New York state, so nice to see the improvement in that market. Obviously, as you mentioned, it's still sort of a fraction of its potential. I'm wondering if these improvements are having a material impact on the profitability of some of your tenants there, or at least in the serviceability of these leases. Obviously, you have sort of two of your largest leases are in New York. Just wondering how you view that risk in relation to this current ramp. Seems like, if the ramp sort of continues at a slow pace, perhaps there's a possibility that kind of something's got to give. I'm just sort of wondering how comfortable you are with those leases and how would you think about your willingness to kind of potentially help your tenants through slow ramp period, if they are in fact still feeling any pressures?

Why don't you, Paul or Ben, I mean, I think, you've talked about how strong the New York market is, but we're not getting any indication of any anybody looking for any rent relief in New York. But go ahead, Paul and Ben.

That's correct. We're very pleased with the performance of our New York tenants. And I think this whole idea when we talk about a 50% bump in sales, that's at the retail level of course, and I think that's going to carry through and really get that demand up. And taking away the illicit market in New York is huge, and that along with issuing these new licenses is such a positive. And I think, as I mentioned, our New York leases are performing very well. So just with this added positive news, I think it's just more of a positive indicator that the potential for New York market, which is huge, is definitely turned the corner. And it's on its way to realizing just how big that marketing can be and that our tenants are well-positioned to take advantage of that market. So we think they're in a great position. That's great to hear.

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

Thank you all for joining us here today, and thank you to the team for your continued hard work and efforts. And with that, we conclude the call. Thank you all.

This concludes the -- today's conference. Thank you for attending today's presentation. You may now disconnect.