Innovative Industrial Properties, Inc. (NYSE:IIPR) Q4 2022 Earnings Call Transcript

Innovative Industrial Properties, Inc. (NYSE:IIPR) Q4 2022 Earnings Call Transcript February 28, 2023

Operator: Good day and welcome to the Innovative Industrial Properties, Inc. Q4 2022 Earnings Conference Call. . 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.

Brian Wolfe: 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?

Alan Gold: 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?

Paul Smithers: 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 current on the two other properties we leased to them in Florida. As for Kings Garden, as we noted in our operational update press release in January, they continue to occupy and pay rented four properties and are exploring a potential merger transaction. Market developments. As we have discussed on past calls, we continue to see price compression on regulated cannabis products with that compression more pronounced in certain states, driven by basically supply/demand dynamics, the relatively uninhibited illicit market, challenging taxation at all levels of government and general macroeconomic conditions.

To give a sense of the magnitude of the change. According to cannabis benchmarks, the volume weighted average spot price of cannabis in the U.S. for the last week of 2022 was $967 per pound, down nearly 30% from the same period in 2021. As an example of the illicit market issues, it was reported recently that as many as 1,400 shops are operating in New York City alone, and illegally selling cannabis products, by only one was actually licensed and open for adult use at the time the data was released in January. I think this gives you a sense of the issues surrounding illicit sales and lack of meaningful enforcement and the priority that we believe state and local governments need to place on supporting the regulated cannabis industry with more reasonable taxation and regulation frameworks and by taking meaningful steps in tackling the illicit market.

And this is certainly not a New York specific issue, while the U.S. regulated cannabis market reached an estimated $26 billion in sales in 2021, New Frontier Data estimates the size of the U.S. illicit cannabis market in 2021 was approximately $70 billion, an order of magnitude nearly 3x greater than the regulated market. Capital availability. As we have been reporting for some time now, financial markets have turned restrictive, with the rapid tightening of monetary policy that really accelerated through the back half of last year. The impact of that restrictive environment has not dissipated in any way, especially as it pertains to capital availability for the regulated cannabis industry. Capital raising across the cannabis industry continues to be extremely challenged, with total capital raised in 2022 down over two-thirds compared to 2021 for U.S. regulated cannabis operators, and the beginning of this year is showing little improvement with capital availability remaining at multi year lows.

Cannabis equity prices as measured by the leading cannabis ETF MSOS were also down over 85% as of year-end 2022 since their February 2021 peak. This dynamic is also evident in M&A activity with transaction volume for 2022 down over 70% versus 2021. As we noted on our prior calls as well, capital availability in the public REIT markets also diminished considerably in 2022 with the decline steepening through the back half of 2022. U.S. reach raised $41.5 billion in debt and equity in 2022, compared to $133.6 billion in 2021, marking the lowest year since 2009 in the depths of the Great Recession. Inflation and supply chain issues: a continuing theme as well as the impact of inflation on our operators’ input costs as well as cost per development projects.

While we are seeing some loosening of supply chain issues and some limited relief on pricing, we still see extraordinarily long lead times for certain key inputs in our development projects, in particular, electrical switchgear, which are causing significant delays in project completion. Of course, these challenges have the effect of requiring the operator to put up more capital to complete the project and/or resulting in delays in revenue generation as projects take longer to complete. In combination with the current environment of limited capital availability, this continues to be a significant obstacle for certain operators. With all of these dynamics in play, cannabis operators across the spectrum have been focused on efficiencies, including right sizing in certain areas with prevailing market conditions.

This includes some of the larger operators who have announced consolidation or reduction in operations in certain states, including layoffs. State programs. Shifting to adoption of state programs, we continue to see momentum in states that span the political spectrum. In November of last year, Maryland and Missouri both adopted adult use programs by popular vote. Meanwhile, adult use legislation is progressing to the Minnesota Legislature and there are expectations that Ohio, Oklahoma and Pennsylvania could legalize adult use cannabis this year. In Florida, the Smart and Safe Florida organization supporting adoption of an adult use cannabis program in the state collected sufficient signatures to trigger review of the proposal by the Florida Supreme Court in anticipation of putting it forth via constitutional amendment for voters in November of next year.

Federal legislation. In terms of long awaited federal legislation, the cannabis industry continues to experience roadblocks in achieving any meaningful progress. The SAFE Banking Act, of course, was blocked again from both the annual defense spending bill and omnibus spending bill in recent months. With the Congress now divided, with Republicans Holding a slim majority in the House, and the Senate majority being Democrat, and with the factions squaring off within each party, we continue to see significant challenges in successfully bringing forth meaningful federal legislation addressing issues of the cannabis industry, even though there is bipartisan support on any of those issues. I’d like to now turn the call over to Ben to discuss our portfolio and investment activity for 2022 and year-to-date 2023.

Ben?

Ben Regin: 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, or approximately $461 per square foot, which is well above our operating portfolio average of $272 per square foot and above what we originally paid for the property including funded improvements. For this transaction, we recognized a gain on sale of approximately $3.6 million. We also then entered into an agreement to sell our properties previously leased to Vertical in Needles, California earlier this month with seller financing to a third-party that is taking over cannabis operations. This month, we closed on a sale leaseback transaction for a 58,000 square foot fully operational cannabis facility with TILT in Pennsylvania for $15 million.

We acquired our first property with TILT in Massachusetts in May of last year. Concurrent with our closing of the Pennsylvania transaction this month, TILT refinanced or retired its legacy debt substantially reducing its overall leverage and extending out the maturity on its primary debt obligations to 2026. And last week, we committed an additional $34 million of capital for improvements at three projects, each of which resulted in a corresponding adjustment to base rent that starts immediately. Those include $15 million in additional funding for Ascend at its New Jersey facility, an additional $15 million for PharmaCann at its New York property, an additional $4 million to Goodness Growth at its New York property. We also negotiated cross-default provisions on all leases for each of those three tenants.

As Paul discussed, we initiated litigation proceedings against Parallel at the properties in Pennsylvania and in Texas, and against Green Peak at one of our properties in Michigan. The timing for resolution or re-leasing of those properties is uncertain, but we will keep you informed as much as we can as we progress. We had committed approximately $158 million to these three properties, which together represent approximately 7% of our total invested and committed capital. However, Parallel’s Texas property has been under development and is yet to commence Vertical construction with only around $8 million funded to date, including the site acquisition, although they have been paying full rent on the full amount of committed capital to that project since October of 2021.

Therefore, approximately $90 million that we previously committed to the Texas project, and approximately $12 million we previously committed to the Michigan project, has not been spent on those projects. In terms of expected additional investment activity, as always, forecasting investment activity in this industry is challenging. As we noted in our last few calls, we expect to continue to be opportunistic with our investments as we focus on the ability to raise capital in terms we determined to be reasonably favorable in light of the opportunities to place that capital. With that, I’ll turn it over to Catherine. Catherine?

Catherine Hastings: 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?

Alan Gold: 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?

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Q&A Session

Operator: First question comes from Tom Catherwood with BTIG.

Tom Catherwood: 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?

Alan Gold: 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.

Paul Smithers: 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.

Alan Gold: 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.

Tom Catherwood: 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?

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

Paul Smithers: 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.

Tom Catherwood: 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?