IIPR Innovative Industrial Properties Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 13, 2024

 

 

Innovative Industrial Properties, Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland		001-37949		81-2963381
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

 

1389 Center Drive, Suite 200

Park City, UT 84098

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (858) 997-3332

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		IIPR		New York Stock Exchange
Series A Preferred Stock, par value $0.001 per share		IIPR-PA		New York Stock Exchange

 

 

Item 7.01 Regulation FD Disclosure.

 

On May 13, 2024, Innovative Industrial Properties, Inc. (the “Company”) posted an investor presentation to its website located at http://investors.innovativeindustrialproperties.com/. A copy of the investor presentation is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

The information contained in this Current Report, including Exhibit 99.1 referenced herein, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit Number		Description of Exhibit
99.1		Innovative Industrial Properties, Inc. Investor Presentation, dated May 13, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 13, 2024	INNOVATIVE INDUSTRIAL PROPERTIES, INC.
	By:	/s/ David Smith
	Name:	David Smith
	Title:	Chief Financial Officer

 

 

Exhibit 99.1

 

Innovative Industrial Properties 1 INNOVATIVE INDUSTRIAL PROPERTIES NYSE: IIPR INNOVATIVEINDUSTRIALPROPERTIES.COM COMPANY PRESENTATION – MAY 2024

Innovative Industrial Properties 2 This presentation and our associated comments include "forward - looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) that are subject to risks and uncertain tie s. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward - looking statements. Likewise, our statements regarding anticipated growth in our funds from operations and anticipated market and regulatory conditions, our strategic direction, our dividend rate and policy, demographics, results of operations, plans and objectives are forward - looking statements. Forward - looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward - looking statements depend on a ssumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described ( or that they will happen at all). You can identify forward - looking statements by the use of forward - looking terminology such as "believes“, "expects“, "may“, "will“, "should“, "seeks“, "approximately“, "int ends“, "plans“, "estimates" or "anticipates" or the negative of these words and phrases or similar words or phrases. You can also identify forward - looking statements by discussions of strategy, plans or inten tions. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward - looking statements: rates of default on l eases for our assets; concentration of our portfolio of assets and limited number of tenants; the estimated growth in and evolving market dynamics of the regulated cannabis market; the demand for regu lat ed cannabis facilities; inflation dynamics; our ability to improve our internal control over financial reporting, including our inability to remediate an identified material weakness, and the cost s a nd the time associated with such efforts; the impact of pandemics on us, our business, our tenants, or the economy generally; war and other hostilities, including the conflicts in Ukraine and Israel; ou r b usiness and investment strategy; our projected operating results; actions and initiatives of the U.S. or state governments and changes to government policies and the execution and impact of these actions , i nitiatives and policies, including the fact that cannabis remains illegal under federal law; availability of suitable investment opportunities in the regulated cannabis industry; our understanding of ou r competition and our potential tenants’ alternative financing sources; the expected medical - use or adult - use cannabis legalization in certain states; shifts in public opinion regarding regulated cannabis ; the potential impact on us from litigation matters, including rising liability and insurance costs; the additional risks that may be associated with certain of our tenants cultivating, processing and/or d isp ensing adult - use cannabis in our facilities; the state of the U.S. economy generally or in specific geographic areas; economic trends and economic recoveries; our ability to access equity or debt capi tal ; financing rates for our target assets; our level of indebtedness, which could reduce funds available for other business purposes and reduce our operational flexibility; covenants in our debt instru men ts, which may limit our flexibility and adversely affect our financial condition; our ability to maintain our investment grade credit rating; changes in the values of our assets; our expected port fol io of assets; our expected investments; interest rate mismatches between our assets and our borrowings used to fund such investments; changes in interest rates and the market value of our assets; th e d egree to which any interest rate or other hedging strategies may or may not protect us from interest rate volatility; the impact of and changes in governmental regulations, tax law and rates, accou nti ng guidance and similar matters; our ability to maintain our qualification as a real estate investment trust for U.S. federal income tax purposes; our ability to maintain our exemption from registration un der the Investment Company Act of 1940; availability of qualified personnel; and market trends in our industry, interest rates, real estate values, the securities markets or the general economy. The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performa nce . In addition, we discussed a number of material risks in our most recent Annual Report on Form 10 - K and subsequent Quarterly Reports on Form 10 - Q. Those risks continue to be relevant to our performance and financial condition. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from th ose contained in any forward - looking statements. Any forward - looking statement made by us speaks only of the date on which we make it. We undertake no obligation to publicly update or revise any fo rward - looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Stockholders and investors are cautioned not to unduly rely on suc h forward - looking statements when evaluating the information presented in our filings and reports. Market and industry data are included in this presentation. We have obtained substantially all of this information from inter nal studies, public filings, other independent published industry sources and market studies prepared by third parties. We believe these internal studies, public filings, other independent published indu str y sources and market studies prepared by third parties are reliable. However, this information may prove to be inaccurate. No representation or warranty is made as to the accuracy of such inform ati on. All amounts shown in this presentation are unaudited. This is not an offer to sell or solicitation to buy securities of Innovative Industrial Properties, Inc. Any offers to sell or solicitations to buy securities of Innovative Industrial Properties, Inc. shall be made only by means of a prospectus approved for that purpose. FORWARD LOOKING STATEMENTS

Innovative Industrial Properties 3 NNN cannabis REIT • Large diversified portfolio of over $2.4B of cannabis real estate • Diversified across 19 states and 30 tenants (4) • Contractual, annual escalations provide built in cash flow growth History of providing value to shareholders • Consistent dividend and AFFO per share performance • One of the lowest leveraged publicly traded REITs • Demonstrated access to multiple capital markets IIPR provides direct investment exposure to cannabis with the stability of real estate • The only NYSE - listed cannabis REIT • High growth industry with an estimated 9% CAGR over next 5 years (5) • Diversified exposure to numerous cannabis markets and tenants Seasoned management team with significant REIT experience • Our founder, Alan Gold, has a history of establishing real estate companies • Senior management team with long term public REIT experience Note : Data as of March 31 , 2024 , unless otherwise noted . (1) Total Committed / Invested Capital includes ( 1 ) total investments in properties (consisting of purchase price and improvements reimbursed to tenants, if any, but excluding transaction costs) and ( 2 ) total additional commitments to reimburse certain tenants for completion of construction and improvements at the properties . Excludes a $ 23 . 0 million loan commitment from us to a developer for construction of a regulated cannabis cultivation and processing facility in California and a seller - financed note issued to us by the buyer in connection with our disposition of a portfolio of four properties in southern California . (2) Reflects annualized common stock dividend paid on April 15 , 2024 of $ 1 . 82 per share . The decision to declare or pay dividends is in the sole discretion of our board of directors in light of conditions then existing, and there can be no assurance that a dividend will be declared or paid for any time period in any amount . (3) Weighted average lease length calculated by weighting the remaining lease term based on the base rent and management fees, after the expiration of applicable base rent phase - in periods for the Operating Portfolio . (4) Each “Tenant” represents the parent company of the tenant, for which the parent company has provided a corporate guaranty . A parent company may have multiple tenant subsidiaries across IIPR’s properties . Includes two pre - leased tenants . Excludes non - cannabis tenants . (5) BDSA Legal Cannabis Market Forecast (March 2024 ) . IIPR AT A GLANCE $2. 4 B Total Committed / Invested Capital (1) 108 Properties 8.9M Rentable Square Feet 19 U.S. States $7.28 Q1 2024 Annualized Dividend (2) $75.5M Q1 2024 Total Revenue 14.8 Years Weighted Average Lease Length (3) COMPANY VALUE SPOTLIGHT

Innovative Industrial Properties 4 Founded in 2016 to Support the Growth and Capital Needs of the Regulated Cannabis Industry First and only publicly traded company on the NYSE (NYSE: IIPR) to provide real estate capital to address the specific needs of cannabis facility operators Specialized Real Estate U.S. cannabis operators require mission critical facilities with specialized buildouts to optimize environment and conform to licensing and zoning requirements Operators’ Outsized Need for Capital U.S. cannabis operators have an outsized need for capital to fund growth Rapid Adoption of State Legalization As of November 2023, 40 states and Washington, D.C. have legalized cannabis for medical - use, and 24 states and Washington, D.C. have legalized cannabis for adult - use (2) Large and Growing Industry Regulated cannabis sales estimated to grow to $46 billion by 2028, over 50% more than 2023 estimated regulated sales of $30 billion (1) Operators’ Limited Access to Financing Due to federal prohibition and being a nascent industry, U.S. cannabis operators were historically required to fund growth through highly dilutive forms of capital absent other forms of financing (1) BDSA Legal Cannabis Market Forecast (March 2024 ) . (2) 2023 U . S . Cannabis Report, New Frontier Data, National Conference of State Legislatures (www . ncsl . org), MJBizDaily (mjbizdaily . com) . WHY IIPR WAS FORMED

Innovative Industrial Properties 5 Structured long - term cash flows • Generally, 15 - 20 year initial lease terms (vs. ~5 years for traditional industrial leases) • Leases generally subject to parent company guarantees covering operations throughout the United States Capital efficient lease structure • Target leases are generally 100% triple - net ⚬ No recurring capital expenditures during lease term ⚬ All property expenses paid by the tenant, including capital repairs, property taxes and property insurance Strong initial rental yields with annual escalations Align closely with state - licensed cannabis operators Provide attractively priced financing that maximizes tenants’ access to capital Facilitate our tenants’ growth plans Execute sale - leasebacks and fund improvements for cultivation, processing and retail properties OUR BUSINESS MODEL & BENEFITS Established to Meet the Needs of Our Tenants

Innovative Industrial Properties 6 PORTFOLIO OVERVIEW IIPR has a geographically diversified portfolio of properties throughout the United States Note : Data as of March 31 , 2024 , unless otherwise noted . (1) As a % of Annualized Base Rent (“ABR”) . ABR is calculated by multiplying the sum of contractually due base rents and property management fees for the last month in the quarter, by twelve . (2) “Industrial” reflects facilities utilized or expected to be utilized for regulated cannabis cultivation, processing and/or distribution activities, which can consist of industrial and/or greenhouse space . Property Type (1) State Diversification (1) State ABR ($000s) (1) % of ABR (1) # of Properties Square Feet (000s) Massachusetts $41,288 14.5% 10 989 Pennsylvania 40,305 14.2% 10 1,361 Illinois 36,523 12.8% 7 965 New York 31,848 11.2% 2 623 Michigan 27,349 9.6% 14 946 Florida 23,930 8.4% 4 1,008 Ohio 16,518 5.8% 5 374 New Jersey 13,328 4.7% 4 291 California 11,781 4.1% 9 849 Maryland 11,161 3.9% 3 271 Total – Top 10 States $254,030 89.2% 68 7,677 10 - 15% No Presence 0 - 5% 5 - 10% 2% Retail 92% Industrial (2) 6% Industrial / Retail

Innovative Industrial Properties 7 Balance Sheet Statistics $300.0 Million 2024 2025 2026 2027 2028 Thereafter Notes Due 2026 Debt Overview Revolving Credit Facility: • Entire $45.0M capacity is undrawn Unsecured Senior Notes: • Investment grade rating BBB+ from Egan Jones, since May 2021 • $300.0M of 5.50% unsecured senior notes due May 25, 2026 Capital Structure (2) Debt Maturity Profile Note : As of March 31 , 2024 , unless otherwise noted . (1) Calculated in accordance with the indenture governing the Notes due 2026 , included in the Current Report on Form 8 - K filed with the Securities and Exchange Commission on May 25 , 2021 . (2) Share price per S&P Capital IQ Pro as of 3 / 31 / 2024 . $0.0B $0.5B $1.0B $1.5B $2.0B $2.5B $3.0B $2.9B in Common Equity $15.0M in Preferred Equity $300.0M in Gross Debt 11% Debt to Total Gross Assets (1) >16x Debt Service Coverage Ratio (1) No Debt Maturities Until 2026 IIPR is One of the Lowest Leveraged Public REITs BALANCE SHEET HIGHLIGHTS

Innovative Industrial Properties 8 DIVERSIFIED TENANT BASE OF PRIMARILY MULTI STATE OPERATORS Note : Data as of March 31 , 2024 , unless otherwise noted . (1) As a % of Annualized Base Rent (“ABR”) . ABR is calculated by multiplying the sum of contractually due base rents and property management fees for the last month in the quarter, by twelve . (2) Each “Tenant” represents the parent company of the tenant, for which the parent company has provided a corporate guaranty . A parent company may have multiple tenant subsidiaries across IIP’s properties . Includes two pre - leased tenants . Excludes non - cannabis tenants from tenant count . Total Committed / Invested Capital includes ( 1 ) total investments in properties (consisting of purchase price and improvements reimbursed to tenants, if any, but excluding transaction costs) and ( 2 ) total additional commitments to reimburse certain tenants for completion of construction and improvements at the properties . Excludes a $ 23 . 0 million loan commitment from us to a developer for construction of a regulated cannabis cultivation and processing facility in California and a seller - financed note issued to us by the buyer in connection with our disposition of a portfolio of four properties in southern California . (3) Excludes non - cannabis tenants that comprise less than 1 % of annualized base rent in the aggregate . (4) “MSO” stands for Multi - State Operator which means the tenant (or guarantor) conducts cannabis operations in more than one state . “SSO” stands for Single - State Operator which means the tenant (or guarantor) conducts cannabis operations in a single state . Public vs. Private 60% Public 40% Private Operator Type (4) 90% MSO 10% SSO Tenant ABR ($000s) ABR (%) (1) Square Feet (000s) ABR/SF $48,194 16.9% 697 $69 30,005 10.5% 624 48 21,878 7.7% 664 33 20,047 7.0% 578 35 18,990 6.7% 740 26 17,623 6.2% 588 30 17,526 6.2% 333 53 16,289 5.7% 379 43 15,567 5.5% 593 26 13,460 4.7% 478 28 Total $219,579 77.1% 5,674 $39 $30.0M $73.3M $167.4M $690.0M $1.3B $2.0B $2.3B $2.4B 1 4 8 18 20 26 29 30 2016 2017 2018 2019 2020 2021 2022 2023 Invested Capital # of Tenants Total Committed / Invested Capital & Tenant Growth (2) Tenant Composition (1)(3)

Innovative Industrial Properties 9 $0.55 $1.20 $2.83 $4.47 $5.72 $7.10 $7.22 $0.67 $1.34 $3.28 $5.01 $6.66 $8.45 $9.08 2017 2018 2019 2020 2021 2022 2023 Dividend/Share AFFO/Share CONSISTENT GROWTH IN AFFO AND DIVIDENDS AFFO Payout (3) : 82% 90% 86% 89% 86% 84% 80% Annual AFFO Per Diluted Share CAGR (1,2) ‘17 – ’23: 54% Annual Dividend Per Share CAGR (2) ‘17 – ’23: 54% Average AFFO Payout Ratio ‘17 – ’23: 85% (1) Management believes that Adjusted Funds From Operations (“AFFO”) and AFFO per diluted share are appropriate supplemental measures of a REIT’s operating performance . See the company’s Quarterly Report on Form 10 - Q for the quarter ended March 31 , 2024 and Appendix A to the company’s proxy statement, as filed with the U . S . Securities and Exchange Commission on May 9 , 2024 and April 1 , 2024 , respectively, for definitions and a reconciliation of AFFO to GAAP net income attributable to common stockholders . (2) "CAGR" represents compound annualized growth rate for the relevant metric . (3) Calculated as dividends declared for the specified period divided by AFFO per diluted share .

Innovative Industrial Properties 10 Detailed Background on Management Ability to Raise Capital Detailed Financial Underwriting Guarantees and Security Deposits Ongoing Monitoring UNDERWRITING & MONITORING Diligent underwriting process with a focus on best - in - class operators within the regulated cannabis industry • Experienced management team • Alignment of management within ownership of the business • Evaluation of the macro environment surrounding strategic capital raising in the tenants’ prospective markets • History of successful capital raising and a cash balance on hand today • Evaluation of financial projections utilizing existing knowledge of industry dynamics • Detailed review of financial statements, strategic initiatives, and growth plans • Leases generally subject to parent company guarantees covering operations throughout the United States • Security deposits with larger deposits for less mature tenants • Quarterly reviews and requests for information pertaining to financials and ongoing operations of all properties • Meetings with tenants to talk through operations and financials

Innovative Industrial Properties 11 INDUSTRY TAILWINDS: GROWING LEGAL CANNABIS MARKET $30B $46B 2023 2024E 2025E 2026E 2027E 2028E Long - Term Growth Outlook for Cannabis $46B Estimated Legal Cannabis Sales by 2028 (1) 68% U.S. Population of States with an IIP Presence (2) 88% U.S. adults say marijuana should be legal at some level (3) (1) BDSA Legal Cannabis Market Forecast (March 2024 ) . (2) Per 2020 US Census Data . (3) Per Pew Research Center (March 2024 ) . US Legal Cannabis Sales Forecast (1)

Innovative Industrial Properties 12 Licensing • A regulated cannabis operator must obtain proper licensing from the state for the facility • Licensing driven by state specific program requirements, including limited licensing, costs and applicant requirements for licensing, identification of specific real estate for license approval • In many states, a highly competitive process, with highly valued license • Limited opportunities for locating regulated cannabis facilities based on zoning and permitting requirements imposed at county and city levels, including community support • Extensive negotiations with local governments for permitting and approvals • Highly regulated at the state and local levels, including extensive security, fire protection, seed to sale tracking, testing, and other requirements • Periodic inspections by local fire and safety officials and cannabis authorities to ensure compliance LICENSING, ZONING & REGULATORY DYNAMICS IIPR has built a strong competitive advantage through its scale, industry network and long - term industry experience Zoning Regulatory

Innovative Industrial Properties 13 Alan Gold Executive Chairman & Co - Founder Co - founder of BioMed Realty Trust (formerly NYSE: BMR); served as Chairman and CEO from inception of its predecessor in 1998 through BMR’s sale in 2016 • Owner and operator of high - quality life science real estate • Previously publicly traded investment grade REIT Co - founded Alexandria Real Estate Equities (NYSE: ARE) in 1994 and served as President and a director until 1998 • Invests in office buildings and laboratories leased to life science and technology companies Executive Chairman of IQHQ, Inc. • Privately - held life science real estate company with properties in both the U.S. and U.K. EXECUTIVE CHAIRMAN & CO - FOUNDER Alan Gold has experience founding and leading real estate companies focused on nuanced, regulated industries.

Innovative Industrial Properties 14 David Smith • 20+ years of finance and real estate experience • Former CFO of Aventine Property Group, Inc. CFO and Treasurer • 35+ years of legal and regulatory experience • Previously co - founded Iso Nano International, LLC Paul Smithers President, CEO and Co - Founder • 18+ years of real estate and accounting experience • Former Senior Associate, Investments and Asset Management at BioMed Realty CIO Ben Regin Catherine Hastings • 20+ years of accounting and real estate experience • Former VP, Internal Audit of BioMed Realty COO • Former VP, Corporate Legal of BioMed Realty • Former attorney at Latham & Watkins LLP Brian Wolfe VP, GC, and Secretary Andy Bui • Former Senior Director, Financial Reporting at BioMed Realty VP, Chief Accounting Officer • 20+ years legal experience representing real estate matters • Former attorney at Foley & Lardner LLP VP, Real Estate Counsel Kelly Spicher Tracie Hager • 30+ years of experience in property management • Former VP, Property Management at BioMed Realty VP, Asset Management SENIOR MANAGEMENT TEAM

 

v3.24.1.1.u2

Cover	May 13, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 13, 2024
Entity File Number	001-37949
Entity Registrant Name	Innovative Industrial Properties, Inc.
Entity Central Index Key	0001677576
Entity Tax Identification Number	81-2963381
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	1389 Center Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Park City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84098
City Area Code	858
Local Phone Number	997-3332
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	IIPR
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Series A Preferred Stock, par value $0.001 per share
Trading Symbol	IIPR-PA
Security Exchange Name	NYSE

---