Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2021 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-37949 | |
Entity Registrant Name | Innovative Industrial Properties, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 81-2963381 | |
Entity Address, Address Line One | 1389 Center Drive, 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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 23,928,304 | |
Amendment Flag | false | |
Entity Central Index Key | 0001677576 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | IIPR | |
Security Exchange Name | NYSE | |
Series A Preferred Stock | ||
Title of 12(b) Security | Series A Preferred Stock, par value $0.001 per share | |
Trading Symbol | IIPR-PA | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Real estate, at cost: | ||
Land | $ 91,659 | $ 75,660 |
Buildings and improvements | 763,266 | 644,932 |
Tenant improvements | 476,974 | 339,647 |
Construction in progress | 3,835 | |
Total real estate, at cost | 1,335,734 | 1,060,239 |
Less accumulated depreciation | (58,875) | (40,195) |
Net real estate held for investment | 1,276,859 | 1,020,044 |
Construction loan | 6,000 | |
Cash and cash equivalents | 156,314 | 126,006 |
Investments | 649,352 | 619,275 |
Right of use office lease asset | 866 | 980 |
Other assets, net | 1,457 | 1,776 |
Total assets | 2,090,848 | 1,768,081 |
Liabilities and stockholders' equity | ||
Exchangeable senior notes, net | 137,749 | 136,693 |
Unsecured senior notes, net | 293,438 | |
Tenant improvements and construction funding payable | 60,670 | 36,500 |
Accounts payable and accrued expenses | 4,865 | 4,641 |
Dividends payable | 33,922 | 30,065 |
Other liabilities | 3,191 | 1,057 |
Rent received in advance and tenant security deposits | 41,846 | 34,153 |
Total liabilities | 575,681 | 243,109 |
Commitments and contingencies (Notes 6 and 11) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.001 per share, 50,000,000 shares authorized: 9.00% Series A cumulative redeemable preferred stock, $15,000 liquidation preference ($25.00 per share), 600,000 shares issued and outstanding at June 30, 2021 and December 31, 2020 | 14,009 | 14,009 |
Common stock, par value $0.001 per share, 50,000,000 shares authorized: 23,928,304 and 23,936,928 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 24 | 24 |
Additional paid-in capital | 1,559,908 | 1,559,059 |
Dividends in excess of earnings | (58,774) | (48,120) |
Total stockholders' equity | 1,515,167 | 1,524,972 |
Total liabilities and stockholders' equity | $ 2,090,848 | $ 1,768,081 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 23,928,304 | 23,936,928 |
Common Stock, Shares, Outstanding | 23,928,304 | 23,936,928 |
Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Dividend Rate, Percentage | 9.00% | 9.00% |
Preferred Stock, Liquidation Preference, Value | $ 15,000 | $ 15,000 |
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 |
Preferred Stock, Shares Issued | 600,000 | 600,000 |
Preferred Stock, Shares Outstanding | 600,000 | 600,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Rental (including tenant reimbursements) | $ 48,867 | $ 24,346 | $ 91,752 | $ 45,476 |
Total revenues | 48,867 | 24,346 | 91,752 | 45,476 |
Expenses: | ||||
Property expenses | 482 | 414 | 1,252 | 1,014 |
General and administrative expense | 5,604 | 3,010 | 11,204 | 6,356 |
Depreciation expense | 9,841 | 6,746 | 18,680 | 11,653 |
Total expenses | 15,927 | 10,170 | 31,136 | 19,023 |
Income from operations | 32,940 | 14,176 | 60,616 | 26,453 |
Interest and other income | 91 | 989 | 215 | 2,433 |
Interest expense | (3,692) | (1,855) | (5,565) | (3,704) |
Net income | 29,339 | 13,310 | 55,266 | 25,182 |
Preferred stock dividends | (338) | (338) | (676) | (676) |
Net income attributable to common stockholders | $ 29,001 | $ 12,972 | $ 54,590 | $ 24,506 |
Net income attributable to common stockholders per share (Note 8): | ||||
Basic | $ 1.21 | $ 0.73 | $ 2.27 | $ 1.46 |
Diluted | $ 1.17 | $ 0.73 | $ 2.22 | $ 1.45 |
Weighted-average shares outstanding: | ||||
Basic | 23,889,761 | 17,530,721 | 23,889,580 | 16,657,509 |
Diluted | 26,168,682 | 17,644,829 | 26,166,494 | 16,771,460 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Series A Preferred Stock | Common Stock | Additional Paid-In-Capital | Dividends in Excess of Earnings | Total |
Balances at beginning of period at Dec. 31, 2019 | $ 14,009 | $ 13 | $ 553,932 | $ (19,944) | $ 548,010 |
Balances at beginning of period (in shares) at Dec. 31, 2019 | 12,637,043 | ||||
Net income | 25,182 | 25,182 | |||
Net proceeds from sale of common stock | $ 6 | 434,806 | 434,812 | ||
Net proceeds from sale of common stock (in shares) | 5,988,999 | ||||
Exchange of exchangeable senior notes | 1 | 1 | |||
Exchange of exchangeable senior notes (in shares) | 14 | ||||
Issuance of unvested restricted stock, net of forfeitures | (2,166) | (2,166) | |||
Issuance of unvested restricted stock, net of forfeitures (in shares) | (11,495) | ||||
Preferred stock dividend | (676) | (676) | |||
Common stock dividend | (36,839) | (36,839) | |||
Stock-based compensation | 1,647 | 1,647 | |||
Balances at end of period at Jun. 30, 2020 | 14,009 | $ 19 | 988,220 | (32,277) | 969,971 |
Balances at end of period (in shares) at Jun. 30, 2020 | 18,614,561 | ||||
Balances at beginning of period at Mar. 31, 2020 | 14,009 | $ 17 | 870,433 | (25,480) | 858,979 |
Balances at beginning of period (in shares) at Mar. 31, 2020 | 17,035,674 | ||||
Net income | 13,310 | 13,310 | |||
Net proceeds from sale of common stock | $ 2 | 116,965 | 116,967 | ||
Net proceeds from sale of common stock (in shares) | 1,577,748 | ||||
Issuance of unvested restricted stock, net of forfeitures (in shares) | 1,139 | ||||
Preferred stock dividend | (338) | (338) | |||
Common stock dividend | (19,769) | (19,769) | |||
Stock-based compensation | 822 | 822 | |||
Balances at end of period at Jun. 30, 2020 | 14,009 | $ 19 | 988,220 | (32,277) | 969,971 |
Balances at end of period (in shares) at Jun. 30, 2020 | 18,614,561 | ||||
Balances at beginning of period at Dec. 31, 2020 | 14,009 | $ 24 | 1,559,059 | (48,120) | 1,524,972 |
Balances at beginning of period (in shares) at Dec. 31, 2020 | 23,936,928 | ||||
Net income | 55,266 | 55,266 | |||
Issuance of unvested restricted stock, net of forfeitures | (3,384) | (3,384) | |||
Issuance of unvested restricted stock, net of forfeitures (in shares) | (8,624) | ||||
Preferred stock dividend | (676) | (676) | |||
Common stock dividend | (65,244) | (65,244) | |||
Stock-based compensation | 4,233 | 4,233 | |||
Balances at end of period at Jun. 30, 2021 | 14,009 | $ 24 | 1,559,908 | (58,774) | 1,515,167 |
Balances at end of period (in shares) at Jun. 30, 2021 | 23,928,304 | ||||
Balances at beginning of period at Mar. 31, 2021 | 14,009 | $ 24 | 1,557,776 | (54,191) | 1,517,618 |
Balances at beginning of period (in shares) at Mar. 31, 2021 | 23,926,317 | ||||
Net income | 29,339 | 29,339 | |||
Issuance of unvested restricted stock, net of forfeitures (in shares) | 1,987 | ||||
Preferred stock dividend | (338) | (338) | |||
Common stock dividend | (33,584) | (33,584) | |||
Stock-based compensation | 2,132 | 2,132 | |||
Balances at end of period at Jun. 30, 2021 | $ 14,009 | $ 24 | $ 1,559,908 | $ (58,774) | $ 1,515,167 |
Balances at end of period (in shares) at Jun. 30, 2021 | 23,928,304 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net income | $ 55,266 | $ 25,182 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation | 18,680 | 11,653 |
Other non-cash adjustments | 47 | 97 |
Stock-based compensation | 4,233 | 1,647 |
Amortization of discounts on short-term investments | (199) | (1,910) |
Amortization of debt discount and issuance costs | 1,174 | 1,008 |
Changes in assets and liabilities | ||
Other assets, net | 220 | 3 |
Accounts payable, accrued expenses and other liabilities | 2,278 | (182) |
Rent received in advance and tenant security deposits | 7,693 | 5,612 |
Net cash provided by operating activities | 89,392 | 43,110 |
Cash flows from investing activities | ||
Purchases of investments in real estate | (99,073) | (138,319) |
Reimbursements of tenant improvements and construction funding | (152,052) | (160,579) |
Draws on construction loan | (6,000) | |
Deposits in escrow for acquisitions | (150) | (400) |
Purchases of short-term investments | (439,878) | (388,750) |
Maturities of short-term investments | 410,000 | 187,000 |
Net cash used in investing activities | (287,153) | (501,048) |
Cash flows from financing activities | ||
Issuance of common stock, net of offering costs | 434,812 | |
Gross proceeds from issuance of unsecured senior notes | 300,000 | |
Payment of deferred financing costs from issuance of unsecured senior notes | (6,484) | |
Dividends paid to common stockholders | (61,387) | (29,706) |
Dividends paid to preferred stockholders | (676) | (676) |
Taxes paid related to net share settlement of equity awards | (3,384) | (2,166) |
Net cash provided by financing activities | 228,069 | 402,264 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 30,308 | (55,674) |
Cash, cash equivalents and restricted cash, beginning of period | 126,006 | 117,316 |
Cash, cash equivalents and restricted cash, end of period | 156,314 | 61,642 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 2,696 | 2,696 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrual for reimbursements of tenant improvements and construction funding | 60,670 | 22,781 |
Deposits applied for acquisitions | 200 | 650 |
Accrual for common and preferred stock dividends declared | 33,922 | 20,108 |
Accrual for deferred financing costs | $ 196 | |
Accrual for stock issuance costs | 55 | |
Exchange of exchangeable senior notes | $ 1 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2021 | |
Organization | |
Organization | 1. Organization As used herein, the terms “we”, “us”, “our” or the “Company” refer to Innovative Industrial Properties, Inc., a Maryland corporation, and any of our subsidiaries, including IIP Operating Partnership, LP, a Delaware limited partnership (our “Operating Partnership”). We are an internally-managed real estate investment trust (“REIT”) focused on the acquisition, ownership and management of specialized properties leased to experienced, state-licensed operators for their regulated state-licensed cannabis facilities. We have acquired and intend to continue to acquire our properties through sale-leaseback transactions and third-party purchases. We have leased and expect to continue to lease our properties on a triple-net lease basis, where the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term, including structural repairs, maintenance, taxes and insurance. We were incorporated in Maryland on June 15, 2016. We conduct our business through a traditional umbrella partnership real estate investment trust, or UPREIT structure, in which our properties are owned by our Operating Partnership, directly or through subsidiaries. We are the sole general partner of our Operating Partnership and own, directly or through subsidiaries, 100% of the limited partnership interests in our Operating Partnership. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements | |
Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements | 2. Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements Basis of Presentation. This interim financial information should be read in conjunction with the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Any references to square footage or occupancy percentage, and any amounts derived from these values in these notes to the condensed consolidated financial statements, are outside the scope of our independent registered public accounting firm’s review. The Company considered the impact of COVID-19 on its assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2021. A prolonged outbreak or resurgence of COVID-19 could have a material adverse impact on the financial results and business operations of the Company. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2021. Federal Income Taxes. Use of Estimates. Reportable Segment. Acquisition of Real Estate Properties. Depreciation. We depreciate office equipment and furniture and fixtures over estimated useful lives ranging from three Provision for Impairment. Long-lived assets are individually evaluated for impairment when conditions exist that may indicate that the carrying amount of a long-lived asset may not be recoverable. The carrying amount of a long-lived asset to be held and used is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment indicators or triggering events for long-lived assets to be held and used are assessed by project and include significant fluctuations in estimated net operating income, occupancy changes, significant near-term lease expirations, current and historical operating and/or cash flow losses, construction costs, estimated completion dates, rental rates, and other market factors. We assess the expected undiscounted cash flows based upon numerous factors, including, but not limited to, construction costs, available market information, current and historical operating results, known trends, current market/economic conditions that may affect the property, and our assumptions about the use of the asset, including, if necessary, a probability-weighted approach if multiple outcomes are under consideration. Upon determination that an impairment has occurred, a write-down is recognized to reduce the carrying amount to its estimated fair value. We may adjust depreciation of properties that are expected to be disposed of or redeveloped prior to the end of their useful lives. No impairment losses were recognized during the six months ended June 30, 2021 and 2020. Revenue Recognition. Construction Loan. Cash and Cash Equivalents Investments. Exchangeable Notes. Deferred Financing Costs. Stock-Based Compensation. Lease Accounting. We adopted Topic 842 effective as of January 1, 2019 using the effective date method and elected the As lessee, we recognized a liability to account for our future obligations related to our corporate office lease, which had a remaining lease term of approximately 3.8 years and 4.3 years as of June 30, 2021 and December 31, 2020, respectively, excluding the extension option that we are not reasonably certain to exercise, and a corresponding right-of-use asset. The lease liability is measured based on the present value of the future lease payments discounted using the estimated incremental borrowing rate of 7.25%, which is the interest rate that we estimate we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments. Subsequently, the lease liability is accreted by applying a discount rate established at the lease commencement date to the lease liability balance as of the beginning of the period and is reduced by the payments made during the period. The right-of-use asset is measured based on the corresponding lease liability. We did not incur any initial direct leasing costs and any other consideration exchanged with the landlord prior to the commencement of the lease. Subsequently, the right-of-use asset is amortized on a straight-line basis during the lease term. For the six months ended June 30, 2021 and 2020, we recognized office lease expense of approximately $114,000 and $115,000, respectively, which are included in general and administrative expense in our consolidated statements of income. For the six months ended June 30, 2021 and 2020, amounts paid and classified as operating activities in our consolidated statements of cash flows for the office lease were approximately $117,000 and $38,000, respectively. As lessor, for each of our real estate transactions involving the leaseback of the related property to the seller or affiliates of the seller, we determine whether these transactions qualify as sale and leaseback transactions under the accounting guidance. For these transactions, we consider various inputs and assumptions including, but not necessarily limited to, lease terms, renewal options, discount rates, and other rights and provisions in the purchase and sale agreement, lease and other documentation to determine whether control has been transferred to the Company or remains with the lessee. A transaction involving a sale leaseback will be treated as a purchase of a real estate property if it is considered to transfer control of the underlying asset from the lessee. A lease will be classified as direct-financing if risks and rewards are conveyed without the transfer of control and will be classified as a sales-type lease if control of the underlying asset is transferred to the lessee. Otherwise, the lease is treated as an operating lease. These criteria also include estimates and assumptions regarding the fair value of the leased facilities, minimum lease payments, the economic useful life of the facilities, the existence of a purchase option, and certain other terms in the lease agreements. The lease accounting guidance requires accounting for a transaction as a financing in a sale leaseback when the seller-lessee is provided an option to purchase the property from the landlord at the tenant’s option. Our leases continued to be classified as operating leases and we continue to record revenue for each of our properties on a cash basis. Our tenant reimbursable revenue and property expenses continue to be presented on a gross basis as rental revenue and as property expenses, respectively, on our consolidated statements of income. Property taxes paid directly by the lessee to a third party continue to be excluded from our consolidated financial statements. In April 2020, in response to the coronavirus pandemic and associated severe economic disruption, we amended leases at certain of our properties to provide for drawdowns of part of the security deposits and temporary base rent and property management fee deferrals through June 30, 2020. The FASB has issued additional guidance for companies to account for any coronavirus related rent concessions in the form of FASB staff and board members’ remarks at the April 8, 2020 public meeting and the FASB staff question-and-answer document issued on April 10, 2020. We have elected the practical expedient which allows us to not have to evaluate whether concessions provided in response to coronavirus pandemic are lease modifications. This relief is subject to certain conditions being met, including ensuring the total remaining lease payments are substantially the same or less as compared to the original lease payments prior to the concession being granted. As of June 30, 2021, approximately $1.3 million of the deferred rents, property management fees and security deposits have been repaid. The remaining total balance of approximately $1.2 million is scheduled for pro rata monthly payments and to be repaid in full by December 2021. Lease amendments that are not associated with the coronavirus pandemic are evaluated to determine if the modification grants the lessee an additional right-of-use not included in the original lease and if the lease payments increase commensurate with the standalone price of the additional right-of-use, adjusted for the circumstances of the particular contract. If both conditions are present, the lease amendment is accounted for as a new lease that is separate from the original lease. One of our leases that was entered into prior to 2019 provides the lessee with a purchase option to purchase the leased property at the end of the initial lease term in September 2034, subject to the satisfaction of certain conditions. The purchase option provision allows the lessee to purchase the leased property at the greatest of (a) the fair value; (b) the value determined by dividing the then-current base rent by 8%; and (c) an amount equal to our gross investment in the property (including the purchase price at acquisition and any additional investment in the property made by us during the term of the lease), indexed to inflation. At June 30, 2021, our gross investment in the property with the purchase option was approximately $30.5 million. At June 30, 2021, the purchase option was not exercisable. Our leases generally contain options to extend the lease terms at the prevailing market rate or at the expiring rental rate at the time of expiration. Certain of our leases provide the lessee with a right of first refusal or right of first offer in the event we market the leased property for sale. Recent Accounting Pronouncements. comparative period presented. Early adoption is permitted but only as of the beginning of the fiscal year. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature, will no longer be allocated between debt and equity components. Upon our adoption, it will reduce the issue discount of our Exchangeable Senior Notes and will result in less non-cash interest expense in our consolidated financial statements. Additionally, ASU 2020-06 will result in the reporting of diluted earnings per share, if the effect is dilutive, in our consolidated financial statements, regardless of our settlement intent for the Exchangeable Senior Notes. We will be required to adopt ASU 2020-06 on January 1, 2022. Concentration of Credit Risk The following table sets forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the three months ended June 30, 2021, including tenant reimbursements: For the Three Months Ended June 30, 2021 Percentage of Number of Rental Leases Revenue PharmaCann Inc. (1) 5 13 % Parallel (1) 4 10 % Ascend Wellness Holdings, Inc. (1) 3 9 % Cresco Labs Inc. (1) 5 8 % Kings Garden Inc. (1) 6 7 % The following table sets forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the six months ended June 30, 2021, including tenant reimbursements: For the Six Months Ended June 30, 2021 Percentage of Number of Rental Leases Revenue PharmaCann Inc. (1) 5 13 % Ascend Wellness Holdings, Inc. (1) 3 9 % Parallel (1) 4 8 % Cresco Labs Inc. (1) 5 8 % Curaleaf Holdings, Inc. (1) 4 7 % The following table sets forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the three and six months ended June 30, 2020, including tenant reimbursements: For the Three Months Ended For the Six Months Ended June 30, 2020 June 30, 2020 Percentage of Percentage of Number of Rental Number of Rental Leases Revenue Leases Revenue PharmaCann Inc. (1) 5 21 % 5 22 % Ascend Wellness Holdings, Inc. (1) 3 12 % 3 11 % Cresco Labs Inc. (1) 5 9 % 5 8 % Vireo Health, Inc. (1) 4 6 % 4 6 % Parallel (1) 1 6 % 1 4 % (1) Includes leases with affiliates of the entity, for which the entity has provided a corporate guaranty. As of June 30, 2021 and December 31, 2020, none of our properties individually represented more than 5% of our net real estate held for investment. We have deposited cash with a financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of June 30, 2021, we had cash accounts in excess of FDIC insured limits. We have not experienced any losses in such accounts. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2021 | |
Common Stock | |
Common Stock | 3. Common Stock As of June 30, 2021, the Company was authorized to issue up to 50,000,000 shares of common stock, par value $0.001 per share, and there were 23,928,304 shares of common stock issued and outstanding. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Preferred Stock | |
Preferred Stock | 4. Preferred Stock As of June 30, 2021, the Company was authorized to issue up to 50,000,000 shares of preferred stock, par value $0.001 per share, and there were issued and outstanding 600,000 shares of 9.00% Series A Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”). Generally, the Company is not permitted to redeem the Series A Preferred Stock prior to October 19, 2022, except in limited circumstances relating to the Company’s ability to qualify as a REIT and in certain other circumstances related to a change of control/delisting (as defined in the articles supplementary for the Series A Preferred Stock). On or after October 19, 2022, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such Series A Preferred Stock up to, but excluding the redemption date. Holders of the Series A Preferred Stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. |
Dividends
Dividends | 6 Months Ended |
Jun. 30, 2021 | |
Dividends | |
Dividends | 5. Dividends The following table describes the dividends declared by the Company during the six months ended June 30, 2021: Amount Dividend Dividend Declaration Date Security Class Per Share Period Covered Paid Date Amount (In thousands) March 15, 2021 Common stock $ 1.32 January 1, 2021 to March 31, 2021 April 15, 2021 $ 31,660 March 15, 2021 Series A preferred stock $ 0.5625 January 15, 2021 to April 14, 2021 April 15, 2021 $ 338 June 15, 2021 Common stock $ 1.40 April 1, 2021 to June 30, 2021 July 15, 2021 $ 33,584 June 15, 2021 Series A preferred stock $ 0.5625 April 15, 2021 to July 14, 2021 July 15, 2021 $ 338 |
Investments in Real Estate
Investments in Real Estate | 6 Months Ended |
Jun. 30, 2021 | |
Investments in Real Estate | |
Investments in Real Estate | 6. Investments in Real Estate Acquisitions The Company acquired the following properties during the six months ended June 30, 2021 (dollars in thousands): Rentable Square Purchase Transaction Property Market Closing Date Feet (1) Price Costs Total Harvest FL Florida January 22, 2021 295,000 $ 23,800 $ 16 $ 23,816 (2) Kings Garden CA California February 5, 2021 180,000 1,350 7 1,357 (3) Parallel TX Texas March 10, 2021 63,000 3,400 17 3,417 (4) GPI MI Davis Hwy Michigan April 16, 2021 175,000 15,550 4 15,554 (5) Parallel PA Pennsylvania May 13, 2021 239,000 41,750 11 41,761 (6) Sozo MI Michigan May 14, 2021 85,000 10,250 9 10,259 (7) Temescal MA Massachusetts May 26, 2021 70,000 3,100 9 3,109 (8) Total 1,107,000 $ 99,200 $ 73 $ 99,273 (9) (1) Includes expected rentable square feet at completion of construction of certain properties. (2) The tenant is expected to complete tenant improvements at the property, for which we agreed to provide reimbursement of up to approximately $10.8 million. (3) The purchase price related to the acquisition of additional land adjacent to one of our existing properties. In connection with the acquisition, we entered into a lease amendment for the existing property, which provided a tenant improvement allowance that resulted in a corresponding adjustment to the base rent for the lease at the property. The tenant is expected to complete construction of two new buildings at the property comprising approximately 180,000 square feet in the aggregate, for which we agreed to provide reimbursement of up to approximately $51.4 million. (4) The tenant is expected to construct three buildings at the property, for which we agreed to provide reimbursement of up to $24.0 million. (5) The tenant is expected to complete tenant improvements at the property, for which we agreed to provide reimbursement of up to approximately $14.4 million. (6) The tenant is expected to complete tenant improvements at the property, for which we agreed to provide reimbursement of up to $26.0 million. (7) The tenant is expected to complete tenant improvements at the property, for which we agreed to provide reimbursement of up to approximately $5.7 million. (8) The tenant is expected to complete tenant improvements at the property, for which we agreed to provide reimbursement of up to $15.0 million. (9) Approximately $16.0 million was allocated to land and approximately $83.3 million was allocated to building and construction in progress. The properties acquired during the three and six months ended June 30, 2021 generated approximately $1.8 million and $4.8 million of rental revenues (including tenant reimbursements), respectively, and approximately $1.5 million and $4.0 million of net operating income, respectively, after deducting property and depreciation expenses, during that period. The properties acquired during the three and six months ended June 30, 2020 generated approximately $1.9 million and $5.5 million of rental revenue (including tenant reimbursements), respectively, and approximately $1.6 million and $4.1 million of net operating income, respectively, after deducting property and depreciation expenses, during that period. New Lease and Lease Amendments In January 2021, we executed a new lease at our Los Angeles, California property with a subsidiary of Holistic Industries Inc., pursuant to which we agreed to make available up to $11.0 million in funding for future tenant improvements at the property. In February 2021, we amended our lease with a subsidiary of LivWell Holdings, Inc. at one of our Michigan properties, increasing the tenant improvement allowance under the lease by approximately $6.9 million to a total of approximately $29.9 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property. In February 2021, we amended our lease with PharmaCann Inc. at one of our New York properties, increasing the tenant improvement allowance under the lease by $2.5 million to a total of approximately $33.5 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property. In April 2021, we amended our lease with a subsidiary of Jushi Holdings, Inc. at one of our Pennsylvania properties, increasing the tenant improvement allowance under the lease by $30.0 million to a total of approximately $40.0 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property. With this additional tenant improvement allowance, the tenant is expected to expand the facility by approximately In June 2021, we amended our lease with a subsidiary of Parallel at one of our Florida properties, increasing the tenant improvement allowance under the lease by $8.0 million to a total of $16.2 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property. In June 2021, we amended our lease with a subsidiary of Harvest Health & Recreation Inc. at one of our Florida properties, increasing the tenant improvement allowance under the lease by $7.1 million to a total of approximately $17.9 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property. Including all of our properties, during the six months ended June 30, 2021, we capitalized costs of approximately $176.2 million and funded approximately $152.1 million relating to tenant improvements and construction activities at our properties. Future contractual minimum rent (including base rent, supplemental base rent (for one of our properties in New York) and property management fees) under the operating leases as of June 30, 2021 for future periods is summarized as follows (in thousands): Year Contractual Minimum Rent 2021 (six months ending December 31) $ 105,686 2022 222,381 2023 229,877 2024 236,715 2025 243,860 Thereafter 3,694,629 Total $ 4,733,148 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt | |
Exchangeable Senior Notes | 7. Debt Exchangeable Senior Notes As of June 30, 2021, our Operating Partnership had outstanding approximately $143.75 million principal amount of 3.75% Exchangeable Senior Notes due 2024 (the “Exchangeable Senior Notes”). The Exchangeable Senior Notes are senior unsecured obligations of our Operating Partnership, are fully and unconditionally guaranteed by us and our Operating Partnership’s subsidiaries and are exchangeable for cash, shares of our common stock, or a combination of cash and shares of our common stock, at our Operating Partnership’s option, at any time prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date. The exchange rate for the Exchangeable Senior Notes at June 30, 2021 was 15.18404 shares of our common stock per $1,000 principal amount of Notes and the exchange price at June 30, 2021 was approximately $65.859 per share of our common stock. The exchange rate and exchange price are subject to adjustment in certain circumstances. The Exchangeable Senior Notes will pay interest semiannually at a rate of 3.75% per annum and will mature on February 21, 2024, unless earlier exchanged or repurchased in accordance with their terms. Our Operating Partnership will not have the right to redeem the Exchangeable Senior Notes prior to maturity, but may be required to repurchase the Exchangeable Senior Notes from holders under certain circumstances. Upon issuance of the Exchangeable Senior Notes in February 2019, we recorded an approximately $5.8 million discount based on the implied value of the exchange option and an assumed effective interest rate of 4.65%, as well as approximately $5.2 million of initial issuance costs, of which approximately $5.0 million and $200,000 were allocated to the liability and equity components, respectively, based on their relative fair values. Issuance costs allocated to the liability component are being amortized using the effective interest method and recognized as non-cash interest expense over the expected term of the Exchangeable Senior Notes. The following table details our interest expense related to the Exchangeable Senior Notes (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Cash coupon $ 1,348 $ 1,348 $ 2,696 $ 2,696 Amortization of debt discount 284 272 566 540 Amortization of issuance cost 247 235 490 468 Total interest expense $ 1,879 $ 1,855 $ 3,752 $ 3,704 The following table details the carrying value of our Exchangeable Senior Notes on our condensed consolidated balance sheets (in thousands): June 30, 2021 December 31, 2020 Principal amount $ 143,749 $ 143,749 Unamortized discount (3,219) (3,785) Unamortized issuance cost (2,781) (3,271) Carrying value $ 137,749 $ 136,693 Accrued interest payable for the Exchangeable Senior Notes as of June 30, 2021 and December 31, 2020 was approximately $1.6 million for both periods, and is included in accounts payable and accrued expenses on our condensed consolidated balance sheets. Unsecured Senior Notes On May 25, 2021, our Operating Partnership issued $300.0 million aggregate principal amount of its Unsecured Senior Notes due 2026 (the “Unsecured Senior Notes”). The Unsecured Senior Notes are senior unsecured obligations of our Operating Partnership, are fully and unconditionally guaranteed by us and our Operating Partnership’s subsidiaries and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured indebtedness, including the Exchangeable Senior Notes. However, the Unsecured Senior Notes are effectively subordinated to any of the Company’s, the Operating Partnership’s and the Operating Partnership’s subsidiaries’ future secured indebtedness to the extent of the value of the assets securing such indebtedness. Interest at a rate of 5.50% per year is payable on May 15 and November 15 of each year, beginning on November 15, 2021, until the stated maturity date of May 25, 2026. The terms of the Unsecured Senior Notes are governed by an indenture, dated May 25, 2021, among the Operating Partnership, as issuer, the Company and the Operating Partnership’s subsidiaries, as guarantors, and GLAS Trust Company LLC, as trustee. Upon issuance of the Unsecured Senior Notes, we recorded approximately $6.7 million of initial issuance costs, which are being amortized using the effective interest method and recognized as non-cash interest expense over the term of the Unsecured Senior Notes. The following table details our interest expense related to the Unsecured Senior Notes (in thousands): For the Three and Six Months Ended June 30, 2021 Cash coupon $ 1,695 Amortization of issuance cost 118 Total interest expense $ 1,813 The following table details the carrying value of our Unsecured Senior Notes on our condensed consolidated balance sheet (in thousands): June 30, 2021 Principal amount $ 300,000 Unamortized issuance cost (6,562) Carrying value $ 293,438 The Operating Partnership may redeem some or all of the notes at its option at any time at the applicable redemption price. If the notes are redeemed prior to February 25, 2026, the redemption price will be equal to 100% of the principal amount of the notes being redeemed, plus a make-whole premium and accrued and unpaid interest thereon to, but excluding, the applicable redemption date. If the notes are redeemed on or after February 25, 2026, the redemption price will be equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date. The terms of the indenture for the Unsecured Senior Notes require compliance with various financial covenants, including minimum level of debt service coverage and limits on the amount of total leverage and secured debt maintained by the Operating Partnership. Management believes that it was in compliance with those covenants as of June 30, 2021. On May 25, 2021, the Company, the Operating Partnership and the subsidiaries of the Operating Partnership entered into a registration rights agreement with the representative of the initial purchasers of the Unsecured Senior Notes, pursuant to which the Company, the Operating Partnership and the subsidiaries of the Operating Partnership agreed to use commercially reasonable efforts to file with the Securities and Exchange Commission within 60 days , and cause to become effective within 180 days , a registration statement registering exchange notes with nearly identical terms to the Unsecured Senior Notes, and to cause an exchange offer to be consummated within 60 days after the registration statement is declared effective. In addition, in some circumstances, the Company, the Operating Partnership and the subsidiaries of the Operating Partnership agreed to file a shelf registration statement providing for the sale of all of the Unsecured Senior Notes by the holders thereof. Accrued interest payable for the Unsecured Senior Notes as of June 30, 2021 was approximately $1.7 million, and is included in accounts payable and accrued expenses on our condensed consolidated balance sheets. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Net Income Per Share | |
Net Income Per Share | 8. Net Income Per Share Grants of restricted stock of the Company and restricted stock units (“RSUs”) in share-based payment transactions are considered participating securities prior to vesting and, therefore, are considered in computing basic earnings per share under the two-class method. The two-class method is an earnings allocation method for calculating earnings per share when a company’s capital structure includes either two or more classes of common stock or common stock and participating securities. Earnings per basic share under the two-class method is calculated based on dividends declared on common shares and other participating securities (“distributed earnings”) and the rights of participating securities in any undistributed earnings, which represents net income remaining after deduction of dividends accruing during the period. The undistributed earnings are allocated to all outstanding common shares and participating securities based on the relative percentage of each security to the total number of outstanding participating securities. Earnings per basic share represents the summation of the distributed and undistributed earnings per share class divided by the total number of shares. Through June 30, 2021, all of the Company’s participating securities received dividends or dividend equivalents at an equal dividend rate per share or unit. As a result, distributions to participating securities for the three and six months ended June 30, 2021 and 2020 have been included in net income attributable to common stockholders to calculate net income per basic and diluted share. The 2,182,691 shares necessary to settle the Exchangeable Senior Notes on the if-exchanged method basis were dilutive for the three and six months ended June 30, 2021, respectively, and were included in the computation of diluted earnings per share. The 2,134,451 shares necessary to settle the Exchangeable Senior Notes on the if-exchanged method basis were anti-dilutive for the three and six months ended June 30, 2020, respectively, and were excluded from the computation of diluted earnings per share. Performance share units (“PSUs”) granted to certain employees during the six months ended June 30, 2021 were not included in dilutive securities as of June 30, 2021 as the performance thresholds for vesting of any performance share units were not met (see Note 10 for further discussion of the PSUs). Computations of net income per basic and diluted share (in thousands, except share and per share data) were as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net income $ 29,339 $ 13,310 $ 55,266 $ 25,182 Preferred stock dividends (338) (338) (676) (676) Distribution to participating securities (137) (121) (263) (236) Net income attributable to common stockholders used to compute net income per share - basic 28,864 12,851 54,327 24,270 Dilutive effect of Exchangeable Senior Notes 1,879 — 3,752 — Net income attributable to common stockholders used to compute net income per share - diluted $ 30,743 $ 12,851 $ 58,079 $ 24,270 Weighted-average common shares outstanding: Basic 23,889,761 17,530,721 23,889,580 16,657,509 Restricted stock and RSUs 96,230 114,108 94,223 113,951 Dilutive effect of Exchangeable Senior Notes 2,182,691 — 2,182,691 — Diluted 26,168,682 17,644,829 26,166,494 16,771,460 Net income attributable to common stockholders per share: Basic $ 1.21 $ 0.73 $ 2.27 $ 1.46 Diluted $ 1.17 $ 0.73 $ 2.22 $ 1.45 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 9. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Includes other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs that are supported by little or no market activities, therefore requiring an entity to develop its own assumptions. The following table presents the carrying value in the condensed consolidated financial statements and approximate fair value of financial instruments at June 30, 2021 and December 31, 2020 (in thousands): At June 30, 2021 At December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Investments (1) $ 649,352 $ 649,324 $ 619,275 $ 619,270 Exchangeable Senior Notes (2) $ 137,749 $ 419,030 $ 136,693 $ 397,663 Unsecured Senior Notes (2) $ 293,438 $ 308,664 $ — $ — (1) Short-term investments consisting of obligations of the U.S. government with an original maturity at the time of purchase of greater than three months are classified as held-to-maturity and valued using Level 1 inputs. (2) The fair value is determined based upon Level 2 inputs as the Exchangeable Senior Notes and Unsecured Senior Notes were trading in the private market. As of June 30, 2021 and December 31, 2020, cash equivalent instruments consisted of $146.0 million and $98.3 million, respectively, in short-term money market funds that were measured using the net asset value per share that have not been classified using the fair value hierarchy. The fund invests primarily in short-term U.S. Treasury and government securities. Short-term investments consisting of certificate of deposits and obligations of the U.S. government are stated at amortized cost, which approximates their relative fair values due to the short-term maturities and market rates of interest of these instruments. The carrying amounts of financial instruments such as cash equivalents invested in certificates of deposit, obligations of the U.S. government with an original maturity at the time of purchase of less than or equal to three months, accounts payable, accrued expenses and other liabilities approximate their fair values due to the short-term maturities and market rates of interest of these instruments. |
Common Stock Incentive Plan
Common Stock Incentive Plan | 6 Months Ended |
Jun. 30, 2021 | |
Common Stock Incentive Plan | |
Common Stock Incentive Plan | 10. Common Stock Incentive Plan Our board of directors adopted our 2016 Omnibus Incentive Plan (the “2016 Plan”) to enable us to motivate, attract and retain the services of directors, employees and consultants considered essential to our long-term success. The 2016 Plan offers our directors, employees and consultants an opportunity to own our stock or rights that will reflect our growth, development and financial success. Under the terms of the 2016 Plan, the aggregate number of shares of our common stock subject to options, restricted stock, stock appreciation rights, restricted stock units and other awards, will be no more than 1,000,000 shares. Any equity awards that lapse, expire, terminate, are canceled or are forfeited (including forfeitures in connection with satisfaction of tax withholdings obligations of the recipient) are re-credited to the 2016 Plan’s reserve for future issuance. The 2016 Plan automatically terminates on the date which is ten years following the effective date of the 2016 Plan. A summary of the restricted stock activity under the 2016 Plan and related information for the six months ended June 30, 2021 is included in the table below: Weighted- Unvested Average Restricted Grant Date Fair Stock Value Balance at December 31, 2020 76,346 $ 50.14 Granted 7,692 $ 189.41 Vested (28,816) $ 50.90 Forfeited (1) (18,303) $ 31.99 Balance at March 31, 2021 36,919 $ 87.57 Granted 1,987 $ 181.27 Vested (1,139) $ 87.82 Balance at June 30, 2021 37,767 $ 92.49 (1) Shares that were forfeited to cover the employees’ tax withholding obligation upon vesting . The remaining unrecognized compensation cost of approximately $2.6 million for restricted stock awards is expected to be recognized over a weighted-average amortization period of approximately 1.6 years as of June 30, 2021. The fair value of restricted stock that vested during the six months ended June 30, 2021 was approximately $8.8 million. The following table summarizes our RSU activity for the six months ended June 30, 2021. RSUs are issued as part of the Innovative Industrial Properties, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”), which allows a select group of management and our non-employee directors to defer receiving certain of their cash and equity-based compensation. RSUs are subject to vesting conditions of the Deferred Compensation Plan and have the same economic rights as shares of restricted stock under the 2016 Plan: Weighted-Average Restricted Grant Date Fair Stock Units Value Balance at December 31, 2020 36,687 $ 76.06 Granted 21,873 $ 189.41 Balance at March 31, 2021 58,560 $ 118.40 Granted 1,766 $ 181.27 Balance at June 30, 2021 60,326 $ 120.24 The remaining unrecognized compensation cost of approximately $5.0 million for RSU awards is expected to be recognized over an amortization period of approximately 2.1 years as of June 30, 2021. In January 2021, we issued 70,795 “target” PSUs to a select group of officers, which vest and are settled in shares of common stock (“Award Shares”) based on the Company’s total stockholder return over a period commencing on January 11, 2021 and ending on December 31, 2023 (the “Performance Period”) relative to two different comparator groups of companies. At the end of the Performance Period, a recipient of PSUs may receive as few as of the number of target PSUs in Award Shares, plus deemed dividends. PSUs will also be reduced as necessary so the total value at the vesting date does not exceed of the grant date PSU price, and if the Company’s absolute total stockholder return during the Performance Period is negative, the payout of Award Shares is capped at the target number of PSUs, notwithstanding the Company’s outperformance of comparator groups. No dividends are paid to the recipient during the Performance Period. At the end of the Performance Period, if the Company’s total stockholder return is such that the recipient earns Award Shares, the recipient will receive additional shares of common stock relating to dividends deemed to have been paid and reinvested on the Award Shares. The recipient of the Award Shares may not sell, transfer or otherwise dispose of the Award Shares for a one-year period following the vesting date of the Award Shares. The grant date fair value of the PSUs granted in January 2021 was $12.0 million. The fair value was calculated using a Monte Carlo simulation pricing model based on the following assumptions: PSU Award Fair Value Assumptions Valuation date January 6, 2021 Fair value per share on valuation date $169.51 Expected term 3 years Expected price volatility 57.64% Risk-free interest rate 0.20% Discount for post vesting restriction 12.44% The expected share price volatility was based on the historical volatility of our shares of common stock over a period of approximately the Performance Period. The risk-free interest rate was based on the zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve on the valuation date. The discount for the post vesting restriction was estimated using the Finnerty model. Stock-based compensation for market-based PSU awards is based on the grant date fair value of the equity awards and is recognized over the Performance Period. For the three and six months ended June 30, 2021, we recognized stock-based compensation expense of $1.0 million and $2.0 million, respectively, relating to the PSU awards. As of June 30, 2021, the remaining unrecognized compensation cost of approximately $10.0 million relating to PSU awards is expected to be recognized over the remaining Performance Period of approximately 2.5 years. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies Office Lease Year Amount 2021 (six months ending December 31) $ 118 2022 242 2023 249 2024 256 2025 88 Total future contractual lease payments 953 Effect of discounting (13) Office lease liability $ 940 Tenant Improvement Allowances Construction Loan. Environmental Matters. Litigation |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events Acquisitions Subsequent to June 30, 2021, we acquired a property in Illinois for $6.5 million and executed a lease with a subsidiary of 4Front Ventures Corp. (“4Front”) for the entire property. 4Front is expected to construct approximately 250,000 square feet of industrial space at the property, for which we agreed to provide reimbursement of up to approximately $43.8 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements | |
Basis of Presentation | Basis of Presentation. This interim financial information should be read in conjunction with the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Any references to square footage or occupancy percentage, and any amounts derived from these values in these notes to the condensed consolidated financial statements, are outside the scope of our independent registered public accounting firm’s review. The Company considered the impact of COVID-19 on its assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2021. A prolonged outbreak or resurgence of COVID-19 could have a material adverse impact on the financial results and business operations of the Company. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2021. |
Federal Income Taxes | Federal Income Taxes. |
Use of Estimates | Use of Estimates. |
Reportable Segment | Reportable Segment. |
Acquisition of Real Estate Properties | Acquisition of Real Estate Properties. |
Depreciation | Depreciation. We depreciate office equipment and furniture and fixtures over estimated useful lives ranging from three |
Provision for Impairment | Provision for Impairment. Long-lived assets are individually evaluated for impairment when conditions exist that may indicate that the carrying amount of a long-lived asset may not be recoverable. The carrying amount of a long-lived asset to be held and used is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment indicators or triggering events for long-lived assets to be held and used are assessed by project and include significant fluctuations in estimated net operating income, occupancy changes, significant near-term lease expirations, current and historical operating and/or cash flow losses, construction costs, estimated completion dates, rental rates, and other market factors. We assess the expected undiscounted cash flows based upon numerous factors, including, but not limited to, construction costs, available market information, current and historical operating results, known trends, current market/economic conditions that may affect the property, and our assumptions about the use of the asset, including, if necessary, a probability-weighted approach if multiple outcomes are under consideration. Upon determination that an impairment has occurred, a write-down is recognized to reduce the carrying amount to its estimated fair value. We may adjust depreciation of properties that are expected to be disposed of or redeveloped prior to the end of their useful lives. No impairment losses were recognized during the six months ended June 30, 2021 and 2020. |
Revenue Recognition | Revenue Recognition. |
Construction Loan | Construction Loan. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Investments | Investments. |
Exchangeable Notes | Exchangeable Notes. |
Deferred Financing Costs | Deferred Financing Costs. |
Stock-Based Compensation | Stock-Based Compensation. |
Lease Accounting | Lease Accounting. We adopted Topic 842 effective as of January 1, 2019 using the effective date method and elected the As lessee, we recognized a liability to account for our future obligations related to our corporate office lease, which had a remaining lease term of approximately 3.8 years and 4.3 years as of June 30, 2021 and December 31, 2020, respectively, excluding the extension option that we are not reasonably certain to exercise, and a corresponding right-of-use asset. The lease liability is measured based on the present value of the future lease payments discounted using the estimated incremental borrowing rate of 7.25%, which is the interest rate that we estimate we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments. Subsequently, the lease liability is accreted by applying a discount rate established at the lease commencement date to the lease liability balance as of the beginning of the period and is reduced by the payments made during the period. The right-of-use asset is measured based on the corresponding lease liability. We did not incur any initial direct leasing costs and any other consideration exchanged with the landlord prior to the commencement of the lease. Subsequently, the right-of-use asset is amortized on a straight-line basis during the lease term. For the six months ended June 30, 2021 and 2020, we recognized office lease expense of approximately $114,000 and $115,000, respectively, which are included in general and administrative expense in our consolidated statements of income. For the six months ended June 30, 2021 and 2020, amounts paid and classified as operating activities in our consolidated statements of cash flows for the office lease were approximately $117,000 and $38,000, respectively. As lessor, for each of our real estate transactions involving the leaseback of the related property to the seller or affiliates of the seller, we determine whether these transactions qualify as sale and leaseback transactions under the accounting guidance. For these transactions, we consider various inputs and assumptions including, but not necessarily limited to, lease terms, renewal options, discount rates, and other rights and provisions in the purchase and sale agreement, lease and other documentation to determine whether control has been transferred to the Company or remains with the lessee. A transaction involving a sale leaseback will be treated as a purchase of a real estate property if it is considered to transfer control of the underlying asset from the lessee. A lease will be classified as direct-financing if risks and rewards are conveyed without the transfer of control and will be classified as a sales-type lease if control of the underlying asset is transferred to the lessee. Otherwise, the lease is treated as an operating lease. These criteria also include estimates and assumptions regarding the fair value of the leased facilities, minimum lease payments, the economic useful life of the facilities, the existence of a purchase option, and certain other terms in the lease agreements. The lease accounting guidance requires accounting for a transaction as a financing in a sale leaseback when the seller-lessee is provided an option to purchase the property from the landlord at the tenant’s option. Our leases continued to be classified as operating leases and we continue to record revenue for each of our properties on a cash basis. Our tenant reimbursable revenue and property expenses continue to be presented on a gross basis as rental revenue and as property expenses, respectively, on our consolidated statements of income. Property taxes paid directly by the lessee to a third party continue to be excluded from our consolidated financial statements. In April 2020, in response to the coronavirus pandemic and associated severe economic disruption, we amended leases at certain of our properties to provide for drawdowns of part of the security deposits and temporary base rent and property management fee deferrals through June 30, 2020. The FASB has issued additional guidance for companies to account for any coronavirus related rent concessions in the form of FASB staff and board members’ remarks at the April 8, 2020 public meeting and the FASB staff question-and-answer document issued on April 10, 2020. We have elected the practical expedient which allows us to not have to evaluate whether concessions provided in response to coronavirus pandemic are lease modifications. This relief is subject to certain conditions being met, including ensuring the total remaining lease payments are substantially the same or less as compared to the original lease payments prior to the concession being granted. As of June 30, 2021, approximately $1.3 million of the deferred rents, property management fees and security deposits have been repaid. The remaining total balance of approximately $1.2 million is scheduled for pro rata monthly payments and to be repaid in full by December 2021. Lease amendments that are not associated with the coronavirus pandemic are evaluated to determine if the modification grants the lessee an additional right-of-use not included in the original lease and if the lease payments increase commensurate with the standalone price of the additional right-of-use, adjusted for the circumstances of the particular contract. If both conditions are present, the lease amendment is accounted for as a new lease that is separate from the original lease. One of our leases that was entered into prior to 2019 provides the lessee with a purchase option to purchase the leased property at the end of the initial lease term in September 2034, subject to the satisfaction of certain conditions. The purchase option provision allows the lessee to purchase the leased property at the greatest of (a) the fair value; (b) the value determined by dividing the then-current base rent by 8%; and (c) an amount equal to our gross investment in the property (including the purchase price at acquisition and any additional investment in the property made by us during the term of the lease), indexed to inflation. At June 30, 2021, our gross investment in the property with the purchase option was approximately $30.5 million. At June 30, 2021, the purchase option was not exercisable. Our leases generally contain options to extend the lease terms at the prevailing market rate or at the expiring rental rate at the time of expiration. Certain of our leases provide the lessee with a right of first refusal or right of first offer in the event we market the leased property for sale. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements. comparative period presented. Early adoption is permitted but only as of the beginning of the fiscal year. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature, will no longer be allocated between debt and equity components. Upon our adoption, it will reduce the issue discount of our Exchangeable Senior Notes and will result in less non-cash interest expense in our consolidated financial statements. Additionally, ASU 2020-06 will result in the reporting of diluted earnings per share, if the effect is dilutive, in our consolidated financial statements, regardless of our settlement intent for the Exchangeable Senior Notes. We will be required to adopt ASU 2020-06 on January 1, 2022. |
Concentration of Credit Risk | Concentration of Credit Risk The following table sets forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the three months ended June 30, 2021, including tenant reimbursements: For the Three Months Ended June 30, 2021 Percentage of Number of Rental Leases Revenue PharmaCann Inc. (1) 5 13 % Parallel (1) 4 10 % Ascend Wellness Holdings, Inc. (1) 3 9 % Cresco Labs Inc. (1) 5 8 % Kings Garden Inc. (1) 6 7 % The following table sets forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the six months ended June 30, 2021, including tenant reimbursements: For the Six Months Ended June 30, 2021 Percentage of Number of Rental Leases Revenue PharmaCann Inc. (1) 5 13 % Ascend Wellness Holdings, Inc. (1) 3 9 % Parallel (1) 4 8 % Cresco Labs Inc. (1) 5 8 % Curaleaf Holdings, Inc. (1) 4 7 % The following table sets forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the three and six months ended June 30, 2020, including tenant reimbursements: For the Three Months Ended For the Six Months Ended June 30, 2020 June 30, 2020 Percentage of Percentage of Number of Rental Number of Rental Leases Revenue Leases Revenue PharmaCann Inc. (1) 5 21 % 5 22 % Ascend Wellness Holdings, Inc. (1) 3 12 % 3 11 % Cresco Labs Inc. (1) 5 9 % 5 8 % Vireo Health, Inc. (1) 4 6 % 4 6 % Parallel (1) 1 6 % 1 4 % (1) Includes leases with affiliates of the entity, for which the entity has provided a corporate guaranty. As of June 30, 2021 and December 31, 2020, none of our properties individually represented more than 5% of our net real estate held for investment. We have deposited cash with a financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of June 30, 2021, we had cash accounts in excess of FDIC insured limits. We have not experienced any losses in such accounts. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements | |
Schedule of tenants in the company's portfolio that represented the largest percentage of total rental revenue for each period presented, including tenant reimbursements | The following table sets forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the three months ended June 30, 2021, including tenant reimbursements: For the Three Months Ended June 30, 2021 Percentage of Number of Rental Leases Revenue PharmaCann Inc. (1) 5 13 % Parallel (1) 4 10 % Ascend Wellness Holdings, Inc. (1) 3 9 % Cresco Labs Inc. (1) 5 8 % Kings Garden Inc. (1) 6 7 % The following table sets forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the six months ended June 30, 2021, including tenant reimbursements: For the Six Months Ended June 30, 2021 Percentage of Number of Rental Leases Revenue PharmaCann Inc. (1) 5 13 % Ascend Wellness Holdings, Inc. (1) 3 9 % Parallel (1) 4 8 % Cresco Labs Inc. (1) 5 8 % Curaleaf Holdings, Inc. (1) 4 7 % The following table sets forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the three and six months ended June 30, 2020, including tenant reimbursements: For the Three Months Ended For the Six Months Ended June 30, 2020 June 30, 2020 Percentage of Percentage of Number of Rental Number of Rental Leases Revenue Leases Revenue PharmaCann Inc. (1) 5 21 % 5 22 % Ascend Wellness Holdings, Inc. (1) 3 12 % 3 11 % Cresco Labs Inc. (1) 5 9 % 5 8 % Vireo Health, Inc. (1) 4 6 % 4 6 % Parallel (1) 1 6 % 1 4 % (1) Includes leases with affiliates of the entity, for which the entity has provided a corporate guaranty. |
Dividends (Tables)
Dividends (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Dividends | |
Schedule of dividends payable | The following table describes the dividends declared by the Company during the six months ended June 30, 2021: Amount Dividend Dividend Declaration Date Security Class Per Share Period Covered Paid Date Amount (In thousands) March 15, 2021 Common stock $ 1.32 January 1, 2021 to March 31, 2021 April 15, 2021 $ 31,660 March 15, 2021 Series A preferred stock $ 0.5625 January 15, 2021 to April 14, 2021 April 15, 2021 $ 338 June 15, 2021 Common stock $ 1.40 April 1, 2021 to June 30, 2021 July 15, 2021 $ 33,584 June 15, 2021 Series A preferred stock $ 0.5625 April 15, 2021 to July 14, 2021 July 15, 2021 $ 338 |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments in Real Estate | |
Schedule of real estate properties | The Company acquired the following properties during the six months ended June 30, 2021 (dollars in thousands): Rentable Square Purchase Transaction Property Market Closing Date Feet (1) Price Costs Total Harvest FL Florida January 22, 2021 295,000 $ 23,800 $ 16 $ 23,816 (2) Kings Garden CA California February 5, 2021 180,000 1,350 7 1,357 (3) Parallel TX Texas March 10, 2021 63,000 3,400 17 3,417 (4) GPI MI Davis Hwy Michigan April 16, 2021 175,000 15,550 4 15,554 (5) Parallel PA Pennsylvania May 13, 2021 239,000 41,750 11 41,761 (6) Sozo MI Michigan May 14, 2021 85,000 10,250 9 10,259 (7) Temescal MA Massachusetts May 26, 2021 70,000 3,100 9 3,109 (8) Total 1,107,000 $ 99,200 $ 73 $ 99,273 (9) (1) Includes expected rentable square feet at completion of construction of certain properties. (2) The tenant is expected to complete tenant improvements at the property, for which we agreed to provide reimbursement of up to approximately $10.8 million. (3) The purchase price related to the acquisition of additional land adjacent to one of our existing properties. In connection with the acquisition, we entered into a lease amendment for the existing property, which provided a tenant improvement allowance that resulted in a corresponding adjustment to the base rent for the lease at the property. The tenant is expected to complete construction of two new buildings at the property comprising approximately 180,000 square feet in the aggregate, for which we agreed to provide reimbursement of up to approximately $51.4 million. (4) The tenant is expected to construct three buildings at the property, for which we agreed to provide reimbursement of up to $24.0 million. (5) The tenant is expected to complete tenant improvements at the property, for which we agreed to provide reimbursement of up to approximately $14.4 million. (6) The tenant is expected to complete tenant improvements at the property, for which we agreed to provide reimbursement of up to $26.0 million. (7) The tenant is expected to complete tenant improvements at the property, for which we agreed to provide reimbursement of up to approximately $5.7 million. (8) The tenant is expected to complete tenant improvements at the property, for which we agreed to provide reimbursement of up to $15.0 million. (9) Approximately $16.0 million was allocated to land and approximately $83.3 million was allocated to building and construction in progress. |
Schedule of future contractual minimum rent | Future contractual minimum rent (including base rent, supplemental base rent (for one of our properties in New York) and property management fees) under the operating leases as of June 30, 2021 for future periods is summarized as follows (in thousands): Year Contractual Minimum Rent 2021 (six months ending December 31) $ 105,686 2022 222,381 2023 229,877 2024 236,715 2025 243,860 Thereafter 3,694,629 Total $ 4,733,148 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Exchangeable Senior Notes | |
Schedule of interest expense | The following table details our interest expense related to the Exchangeable Senior Notes (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Cash coupon $ 1,348 $ 1,348 $ 2,696 $ 2,696 Amortization of debt discount 284 272 566 540 Amortization of issuance cost 247 235 490 468 Total interest expense $ 1,879 $ 1,855 $ 3,752 $ 3,704 |
Schedule of carrying value | The following table details the carrying value of our Exchangeable Senior Notes on our condensed consolidated balance sheets (in thousands): June 30, 2021 December 31, 2020 Principal amount $ 143,749 $ 143,749 Unamortized discount (3,219) (3,785) Unamortized issuance cost (2,781) (3,271) Carrying value $ 137,749 $ 136,693 |
Unsecured Senior Notes | |
Schedule of interest expense | The following table details our interest expense related to the Unsecured Senior Notes (in thousands): For the Three and Six Months Ended June 30, 2021 Cash coupon $ 1,695 Amortization of issuance cost 118 Total interest expense $ 1,813 |
Schedule of carrying value | The following table details the carrying value of our Unsecured Senior Notes on our condensed consolidated balance sheet (in thousands): June 30, 2021 Principal amount $ 300,000 Unamortized issuance cost (6,562) Carrying value $ 293,438 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Net Income Per Share | |
Schedule of earnings per share, basic and diluted | Computations of net income per basic and diluted share (in thousands, except share and per share data) were as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net income $ 29,339 $ 13,310 $ 55,266 $ 25,182 Preferred stock dividends (338) (338) (676) (676) Distribution to participating securities (137) (121) (263) (236) Net income attributable to common stockholders used to compute net income per share - basic 28,864 12,851 54,327 24,270 Dilutive effect of Exchangeable Senior Notes 1,879 — 3,752 — Net income attributable to common stockholders used to compute net income per share - diluted $ 30,743 $ 12,851 $ 58,079 $ 24,270 Weighted-average common shares outstanding: Basic 23,889,761 17,530,721 23,889,580 16,657,509 Restricted stock and RSUs 96,230 114,108 94,223 113,951 Dilutive effect of Exchangeable Senior Notes 2,182,691 — 2,182,691 — Diluted 26,168,682 17,644,829 26,166,494 16,771,460 Net income attributable to common stockholders per share: Basic $ 1.21 $ 0.73 $ 2.27 $ 1.46 Diluted $ 1.17 $ 0.73 $ 2.22 $ 1.45 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value of Financial Instruments | |
Schedule of condensed financial statements | The following table presents the carrying value in the condensed consolidated financial statements and approximate fair value of financial instruments at June 30, 2021 and December 31, 2020 (in thousands): At June 30, 2021 At December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Investments (1) $ 649,352 $ 649,324 $ 619,275 $ 619,270 Exchangeable Senior Notes (2) $ 137,749 $ 419,030 $ 136,693 $ 397,663 Unsecured Senior Notes (2) $ 293,438 $ 308,664 $ — $ — (1) Short-term investments consisting of obligations of the U.S. government with an original maturity at the time of purchase of greater than three months are classified as held-to-maturity and valued using Level 1 inputs. (2) The fair value is determined based upon Level 2 inputs as the Exchangeable Senior Notes and Unsecured Senior Notes were trading in the private market. |
Common Stock Incentive Plan (Ta
Common Stock Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of fair value assumptions | The grant date fair value of the PSUs granted in January 2021 was $12.0 million. The fair value was calculated using a Monte Carlo simulation pricing model based on the following assumptions: PSU Award Fair Value Assumptions Valuation date January 6, 2021 Fair value per share on valuation date $169.51 Expected term 3 years Expected price volatility 57.64% Risk-free interest rate 0.20% Discount for post vesting restriction 12.44% |
Restricted Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the activity | A summary of the restricted stock activity under the 2016 Plan and related information for the six months ended June 30, 2021 is included in the table below: Weighted- Unvested Average Restricted Grant Date Fair Stock Value Balance at December 31, 2020 76,346 $ 50.14 Granted 7,692 $ 189.41 Vested (28,816) $ 50.90 Forfeited (1) (18,303) $ 31.99 Balance at March 31, 2021 36,919 $ 87.57 Granted 1,987 $ 181.27 Vested (1,139) $ 87.82 Balance at June 30, 2021 37,767 $ 92.49 (1) Shares that were forfeited to cover the employees’ tax withholding obligation upon vesting . |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the activity | The following table summarizes our RSU activity for the six months ended June 30, 2021. RSUs are issued as part of the Innovative Industrial Properties, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”), which allows a select group of management and our non-employee directors to defer receiving certain of their cash and equity-based compensation. RSUs are subject to vesting conditions of the Deferred Compensation Plan and have the same economic rights as shares of restricted stock under the 2016 Plan: Weighted-Average Restricted Grant Date Fair Stock Units Value Balance at December 31, 2020 36,687 $ 76.06 Granted 21,873 $ 189.41 Balance at March 31, 2021 58,560 $ 118.40 Granted 1,766 $ 181.27 Balance at June 30, 2021 60,326 $ 120.24 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Schedule of future contractual lease payments | Office Lease Year Amount 2021 (six months ending December 31) $ 118 2022 242 2023 249 2024 256 2025 88 Total future contractual lease payments 953 Effect of discounting (13) Office lease liability $ 940 |
Organization (Details)
Organization (Details) | Jun. 30, 2021 |
Iip Operating Partnership Lp [Member] | |
Percentage Leased | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements - Additional Information (Details) | Jan. 01, 2019 | Jun. 30, 2021USD ($)tenantsegmentleaseproperty | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Number of Reportable Segments | segment | 1 | |||
Impairment loss | $ 0 | $ 0 | ||
Cash equivalents | $ 146,000,000 | $ 98,300,000 | ||
Lease, Practical Expedients, Package [true false] | true | |||
Remaining lease term (in years) | 3 years 9 months 18 days | 4 years 3 months 18 days | ||
Incremental borrowing rate | 7.25% | 7.25% | ||
Amounts paid and classified as operating activities for the office lease | $ 117,000 | $ 38,000 | ||
Deferred rents, property management fees and security deposits repaid | 1,300,000 | |||
Remaining balance of deferred rents, property management fees and security deposits | $ 1,200,000 | |||
Number of Leases, with Purchase Option | lease | 1 | |||
Percentage of current base rent | 8.00% | |||
Gross investment in the property with the purchase option | $ 30,500,000 | |||
Number of Properties | property | 72 | |||
Construction loan funded | $ 6,000,000 | |||
Customer concentration | Rental revenues (including tenant reimbursements) | ||||
Number of Tenants | tenant | 5 | |||
Geographic concentration | Net real estate held for investment | ||||
Concentration Risk, Threshold Percentage | 5.00% | 5.00% | ||
General and administrative expense | ||||
Office lease expense | $ 114,000 | $ 115,000 | ||
Maximum | ||||
Cash, FDIC Insured Amount | $ 250,000 | |||
Building and Improvements | Maximum | ||||
Property, Plant and Equipment, Useful Life | 40 years | |||
Tenant improvements at buildings | Maximum | ||||
Property, Plant and Equipment, Useful Life | 40 years | |||
Office equipment and furniture and fixtures | Minimum | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Office equipment and furniture and fixtures | Maximum | ||||
Property, Plant and Equipment, Useful Life | 6 years | |||
Construction Loan | ||||
Construction loan agreement to development | $ 18,500,000 | |||
Construction loan funded | $ 6,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements - Concentration of Credit Risk (Details) - Rental revenues (including tenant reimbursements) - Customer concentration | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021lease | Jun. 30, 2020leasetenant | Jun. 30, 2021leasetenant | Jun. 30, 2020leasetenant | |
Concentration Risk [Line Items] | ||||
Number of Leases | tenant | 5 | 5 | 5 | |
PharmaCann Inc. | ||||
Concentration Risk [Line Items] | ||||
Number of Leases | 5 | 5 | 5 | 5 |
Percentage of Rental Revenue | 13.00% | 21.00% | 13.00% | 22.00% |
Parallel | ||||
Concentration Risk [Line Items] | ||||
Number of Leases | 4 | 1 | 4 | 1 |
Percentage of Rental Revenue | 10.00% | 6.00% | 8.00% | 4.00% |
Ascend Wellness Holdings, Inc. | ||||
Concentration Risk [Line Items] | ||||
Number of Leases | 3 | 3 | 3 | 3 |
Percentage of Rental Revenue | 9.00% | 12.00% | 9.00% | 11.00% |
Cresco Labs Inc. | ||||
Concentration Risk [Line Items] | ||||
Number of Leases | 5 | 5 | 5 | 5 |
Percentage of Rental Revenue | 8.00% | 9.00% | 8.00% | 8.00% |
Kings Garden Inc. | ||||
Concentration Risk [Line Items] | ||||
Number of Leases | 6 | |||
Percentage of Rental Revenue | 7.00% | |||
Vireo Health, Inc. | ||||
Concentration Risk [Line Items] | ||||
Number of Leases | 4 | 4 | ||
Percentage of Rental Revenue | 6.00% | 6.00% | ||
Curaleaf Holdings Inc. | ||||
Concentration Risk [Line Items] | ||||
Number of Leases | 4 | |||
Percentage of Rental Revenue | 7.00% |
Common Stock (Details)
Common Stock (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common Stock | ||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 23,928,304 | 23,936,928 |
Common Stock, Shares, Issued | 23,928,304 | 23,936,928 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Oct. 19, 2022 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Series A Preferred Stock | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||
Preferred Stock, Shares Issued | 600,000 | 600,000 | |
Preferred Stock, Shares Outstanding | 600,000 | 600,000 | |
Preferred Stock, Dividend Rate, Percentage | 9.00% | 9.00% | |
Preferred Stock, Voting Rights | Holders of the Series A Preferred Stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. | ||
Series A Preferred Stock | Forecast | |||
Preferred Stock, Redemption Price Per Share | $ 25 |
Dividends (Details)
Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Dividend Amount | $ 33,922 | $ 30,065 |
Common Stock On March 15 2021 | ||
Declaration Date | Mar. 15, 2021 | |
Dividends Declared Security Class | Common stock | |
Amount Per Share | $ 1.32 | |
Period Covered | January 1, 2021 to March 31, 2021 | |
Dividend Paid Date | Apr. 15, 2021 | |
Dividend Amount | $ 31,660 | |
Common Stock On June 15 2021 | ||
Declaration Date | Jun. 15, 2021 | |
Dividends Declared Security Class | Common stock | |
Amount Per Share | $ 1.40 | |
Period Covered | April 1, 2021 to June 30, 2021 | |
Dividend Paid Date | Jul. 15, 2021 | |
Dividend Amount | $ 33,584 | |
Series A Preferred Stock On March 31 2021 | ||
Declaration Date | Mar. 15, 2021 | |
Dividends Declared Security Class | Series A preferred stock | |
Amount Per Share | $ 0.5625 | |
Period Covered | January 15, 2021 to April 14, 2021 | |
Dividend Paid Date | Apr. 15, 2021 | |
Dividend Amount | $ 338 | |
Series Preferred Stock On June 15 2021 | ||
Declaration Date | Jun. 15, 2021 | |
Dividends Declared Security Class | Series A preferred stock | |
Amount Per Share | $ 0.5625 | |
Period Covered | April 15, 2021 to July 14, 2021 | |
Dividend Paid Date | Jul. 15, 2021 | |
Dividend Amount | $ 338 |
Investments in Real Estate (Det
Investments in Real Estate (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)ft² | |
Rentable Square Feet | ft² | 1,107,000 |
Purchase Price | $ 99,200 |
Transaction Costs | 73 |
Total | $ 99,273 |
Harvest FL | |
Rentable Square Feet | ft² | 295,000 |
Purchase Price | $ 23,800 |
Transaction Costs | 16 |
Total | $ 23,816 |
Kings Garden CA | |
Rentable Square Feet | ft² | 180,000 |
Purchase Price | $ 1,350 |
Transaction Costs | 7 |
Total | $ 1,357 |
Parallel TX | |
Rentable Square Feet | ft² | 63,000 |
Purchase Price | $ 3,400 |
Transaction Costs | 17 |
Total | $ 3,417 |
GPI MI Davis Hwy | |
Rentable Square Feet | ft² | 175,000 |
Purchase Price | $ 15,550 |
Transaction Costs | 4 |
Total | $ 15,554 |
Parallel PA | |
Rentable Square Feet | ft² | 239,000 |
Purchase Price | $ 41,750 |
Transaction Costs | 11 |
Total | $ 41,761 |
Sozo MI | |
Rentable Square Feet | ft² | 85,000 |
Purchase Price | $ 10,250 |
Transaction Costs | 9 |
Total | $ 10,259 |
Temescal MA | |
Rentable Square Feet | ft² | 70,000 |
Purchase Price | $ 3,100 |
Transaction Costs | 9 |
Total | $ 3,109 |
Investments in Real Estate - Ad
Investments in Real Estate - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021USD ($)ft² | Apr. 30, 2021USD ($)ft² | Feb. 28, 2021USD ($) | Jun. 30, 2021USD ($)ft² | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)ft²building | Jun. 30, 2020USD ($) | Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Rentable Square Feet | ft² | 1,107,000 | 1,107,000 | 1,107,000 | ||||||
Total Property Acquisitions | $ 99,273 | $ 99,273 | $ 99,273 | ||||||
Rental (including tenant reimbursements) | 48,867 | $ 24,346 | 91,752 | $ 45,476 | |||||
Operating Income (Loss) | 32,940 | 14,176 | 60,616 | 26,453 | |||||
Tenant improvements allowance | 476,974 | 476,974 | 476,974 | $ 339,647 | |||||
Real Estate Property Cost | 176,200 | 176,200 | 176,200 | ||||||
Additional Purchase for Building Improvements Payable | 152,100 | 152,100 | 152,100 | ||||||
Michigan Properties | |||||||||
Increase amount of tenant improvement allowance | $ 6,900 | ||||||||
Tenant improvements allowance | 29,900 | ||||||||
New York Properties | |||||||||
Increase amount of tenant improvement allowance | 2,500 | ||||||||
Tenant improvements allowance | $ 33,500 | ||||||||
Pennsylvania properties | |||||||||
Rentable Square Feet | ft² | 89,000 | ||||||||
Increase amount of tenant improvement allowance | $ 30,000 | ||||||||
Tenant improvements allowance | $ 40,000 | ||||||||
Expected expansion of facility area upon tenant improvement allowance | ft² | 40,000 | ||||||||
Florida properties[Member] | |||||||||
Increase amount of tenant improvement allowance | 8,000 | ||||||||
Tenant improvements allowance | 16,200 | 16,200 | 16,200 | ||||||
Subsidiary Of Harvest Health & Recreation Inc. At Florida properties [Member] | |||||||||
Increase amount of tenant improvement allowance | 7,100 | ||||||||
Tenant improvements allowance | 17,900 | 17,900 | 17,900 | ||||||
Maximum | California Property | |||||||||
Funding for future tenant improvements | $ 11,000 | ||||||||
Land | |||||||||
Total Property Acquisitions | 16,000 | 16,000 | 16,000 | ||||||
Building and Improvements | |||||||||
Total Property Acquisitions | $ 83,300 | 83,300 | 83,300 | ||||||
Properties Acquired In 2021 | |||||||||
Rental (including tenant reimbursements) | 1,800 | 4,800 | |||||||
Operating Income (Loss) | $ 1,500 | $ 4,000 | |||||||
Properties Acquired In 2020 | |||||||||
Rental (including tenant reimbursements) | 1,900 | 5,500 | |||||||
Operating Income (Loss) | $ 1,600 | $ 4,100 | |||||||
Harvest FL | |||||||||
Rentable Square Feet | ft² | 295,000 | 295,000 | 295,000 | ||||||
Total Property Acquisitions | $ 23,816 | $ 23,816 | $ 23,816 | ||||||
Harvest FL | Maximum | |||||||||
Agreed reimbursement for redevelopment of building | $ 10,800 | $ 10,800 | $ 10,800 | ||||||
Kings Garden CA | |||||||||
Number of building expected to be constructed | building | 2 | ||||||||
Rentable Square Feet | ft² | 180,000 | 180,000 | 180,000 | ||||||
Total Property Acquisitions | $ 1,357 | $ 1,357 | $ 1,357 | ||||||
Kings Garden CA | Maximum | |||||||||
Agreed reimbursement for redevelopment of building | $ 51,400 | $ 51,400 | $ 51,400 | ||||||
Parallel TX | |||||||||
Number of building expected to be constructed | building | 3 | ||||||||
Rentable Square Feet | ft² | 63,000 | 63,000 | 63,000 | ||||||
Total Property Acquisitions | $ 3,417 | $ 3,417 | $ 3,417 | ||||||
Parallel TX | Maximum | |||||||||
Agreed reimbursement for redevelopment of building | $ 24,000 | $ 24,000 | $ 24,000 | ||||||
GPI MI Davis Hwy | |||||||||
Rentable Square Feet | ft² | 175,000 | 175,000 | 175,000 | ||||||
Total Property Acquisitions | $ 15,554 | $ 15,554 | $ 15,554 | ||||||
GPI MI Davis Hwy | Maximum | |||||||||
Agreed reimbursement for redevelopment of building | $ 14,400 | $ 14,400 | $ 14,400 | ||||||
Parallel PA | |||||||||
Rentable Square Feet | ft² | 239,000 | 239,000 | 239,000 | ||||||
Total Property Acquisitions | $ 41,761 | $ 41,761 | $ 41,761 | ||||||
Parallel PA | Maximum | |||||||||
Agreed reimbursement for redevelopment of building | $ 26,000 | $ 26,000 | $ 26,000 | ||||||
Sozo MI | |||||||||
Rentable Square Feet | ft² | 85,000 | 85,000 | 85,000 | ||||||
Total Property Acquisitions | $ 10,259 | $ 10,259 | $ 10,259 | ||||||
Sozo MI | Maximum | |||||||||
Agreed reimbursement for redevelopment of building | $ 5,700 | $ 5,700 | $ 5,700 | ||||||
Temescal MA | |||||||||
Rentable Square Feet | ft² | 70,000 | 70,000 | 70,000 | ||||||
Total Property Acquisitions | $ 3,109 | $ 3,109 | $ 3,109 | ||||||
Temescal MA | Maximum | |||||||||
Agreed reimbursement for redevelopment of building | $ 15,000 | $ 15,000 | $ 15,000 |
Investments in Real Estate - Fu
Investments in Real Estate - Future Contractual Minimum Rent (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Contractual Minimum Rent | |
2021 (six months ending December 31) | $ 105,686 |
2022 | 222,381 |
2023 | 229,877 |
2024 | 236,715 |
2025 | 243,860 |
Thereafter | 3,694,629 |
Total | $ 4,733,148 |
Debt - Exchangeable Senior Note
Debt - Exchangeable Senior Notes - Additional Information (Details) - Exchangeable Senior Notes | 6 Months Ended | ||
Jun. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Feb. 28, 2019USD ($) | |
Debt Instrument, Face Amount | $ 143,749,000 | $ 143,749,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | ||
Debt Instrument, Discount | $ 5,800,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 4.65% | ||
Initial issuance costs | $ 5,200,000 | ||
Initial issuance costs - equity components | 200,000 | ||
Initial issuance costs - liability components | $ 5,000,000 | ||
Accounts payable and accrued expenses | |||
Accrued interest payable | $ 1,600,000 | $ 1,600,000 | |
Common Stock | |||
Debt Instrument, Convertible, Conversion Ratio | 15.18404 | ||
Conversion of Stock, Amount Converted | $ 1,000 | ||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 65.859 |
Debt - Exchangeable Senior No_2
Debt - Exchangeable Senior Notes - Interest expense (Details) - Exchangeable Senior Notes - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash coupon | $ 1,348 | $ 1,348 | $ 2,696 | $ 2,696 |
Amortization of debt discount | 284 | 272 | 566 | 540 |
Amortization of issuance cost | 247 | 235 | 490 | 468 |
Total interest expense | $ 1,879 | $ 1,855 | $ 3,752 | $ 3,704 |
Debt - Exchangeable Senior No_3
Debt - Exchangeable Senior Notes - Carrying value (Details) - Exchangeable Senior Notes - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Principal amount | $ 143,749 | $ 143,749 |
Unamortized discount | (3,219) | (3,785) |
Unamortized issuance cost | (2,781) | (3,271) |
Carrying value | $ 137,749 | $ 136,693 |
Debt - Unsecured Senior Notes (
Debt - Unsecured Senior Notes (Details) - Unsecured Senior Notes - USD ($) $ in Thousands | May 25, 2021 | Jun. 30, 2021 |
Principal amount | $ 300,000 | $ 300,000 |
Interest rate | 5.50% | |
Initial issuance costs | $ 6,700 | |
Unsecured Senior Notes, Filing Term | 60 days | |
Unsecured Senior Notes, Effective Term | 180 days | |
Unsecured Senior Notes, Consummation Term | 60 days | |
Redeemed Prior To February 25, 2026 | ||
Redemption price, percentage of principal amount redeemed | 100.00% | |
Redeemed On Or After February 25, 2026 [Member] | ||
Redemption price, percentage of principal amount redeemed | 100.00% | |
Accounts payable and accrued expenses | ||
Accrued interest payable | $ 1,700 |
Debt - Unsecured Senior Notes -
Debt - Unsecured Senior Notes - Interest expense (Details) - Unsecured Senior Notes $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash coupon | $ 1,695 |
Amortization of issuance cost | 118 |
Total interest expense | $ 1,813 |
Debt - Unsecured Senior Notes_2
Debt - Unsecured Senior Notes - Carrying value (Details) - Unsecured Senior Notes - USD ($) $ in Thousands | Jun. 30, 2021 | May 25, 2021 |
Principal amount | $ 300,000 | $ 300,000 |
Unamortized issuance cost | (6,562) | |
Carrying value | $ 293,438 |
Net Income Per Share - Addition
Net Income Per Share - Additional information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net Income Per Share | ||||
Dilutive effect of Exchangeable Senior Notes | 2,182,691 | 2,182,691 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,134,451 | 2,134,451 |
Net Income Per Share - Computat
Net Income Per Share - Computations of net income per basic and diluted share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net Income Per Share | ||||
Net income | $ 29,339 | $ 13,310 | $ 55,266 | $ 25,182 |
Preferred stock dividends | (338) | (338) | (676) | (676) |
Distribution to participating securities | (137) | (121) | (263) | (236) |
Net income attributable to common stockholders used to compute net income per share - basic | 28,864 | 12,851 | 54,327 | 24,270 |
Dilutive effect of Exchangeable Senior Notes | 1,879 | 3,752 | ||
Net income attributable to common stockholders used to compute net income per share - diluted | $ 30,743 | $ 12,851 | $ 58,079 | $ 24,270 |
Weighted average common shares outstanding: | ||||
Basic | 23,889,761 | 17,530,721 | 23,889,580 | 16,657,509 |
Restricted stock and RSUs | 96,230 | 114,108 | 94,223 | 113,951 |
Dilutive effect of Exchangeable Senior Notes | 2,182,691 | 2,182,691 | ||
Diluted | 26,168,682 | 17,644,829 | 26,166,494 | 16,771,460 |
Net income attributable to common stockholders per share: | ||||
Basic | $ 1.21 | $ 0.73 | $ 2.27 | $ 1.46 |
Diluted | $ 1.17 | $ 0.73 | $ 2.22 | $ 1.45 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value of Financial Instruments | ||
Short-term Investments | $ 649,352 | $ 619,275 |
Exchangeable Senior Notes, Carrying Value | 137,749 | 136,693 |
Unsecured Debt, Carrying Value | 293,438 | |
Investments, Fair Value | 649,324 | 619,270 |
Exchangeable Senior Notes, Fair Value | 419,030 | $ 397,663 |
Unsecured Debt, Fair Value | $ 308,664 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Money market funds | ||
Cash and Cash Equivalents, Fair Value Disclosure | $ 146 | $ 98.3 |
Common Stock Incentive Plan - A
Common Stock Incentive Plan - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jan. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Restricted Shares | ||||
Unrecognized compensation cost | $ 2,600,000 | $ 2,600,000 | ||
Amortization period | 1 year 7 months 6 days | |||
Fair value of restricted stock | $ 8,800,000 | |||
Granted | 1,987 | 7,692 | ||
RSUs | ||||
Unrecognized compensation cost | $ 5,000,000 | $ 5,000,000 | ||
Amortization period | 2 years 1 month 6 days | |||
Granted | 1,766 | 21,873 | ||
PSUs | ||||
Amortization period | 2 years 6 months | |||
Granted | 70,795 | |||
Maximum total value at the at the vesting date as a percentage of the grant date price | 800.00% | |||
Dividends | $ 0 | |||
Minimum Term of Holding of Vested Shares | 1 year | |||
Granted date fair value | $ 12,000,000 | |||
PSUs | Minimum | ||||
Percentage of Number of Target Awards and Deemed Dividend | 0.00% | |||
PSUs | Maximum | ||||
Percentage of Number of Target Awards and Deemed Dividend | 150.00% | |||
2016 Plan | ||||
Expiration term | 10 years | |||
2016 Plan | Maximum | ||||
Number of shares authorized | 1,000,000 | 1,000,000 |
Common Stock Incentive Plan -_2
Common Stock Incentive Plan - Activity (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Restricted Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Beginning Balance | 36,919 | 76,346 |
Granted | 1,987 | 7,692 |
Vested | (1,139) | (28,816) |
Forfeited | (18,303) | |
Shares, Ending Balance | 37,767 | 36,919 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ 87.57 | $ 50.14 |
Weighted-Average Grant Date Fair Value, Granted | 181.27 | 189.41 |
Weighted-Average Grant Date Fair Value, Vested | 87.82 | 50.90 |
Weighted-Average Grant Date Fair Value, Forfeited | 31.99 | |
Weighted-Average Grant Date Fair Value, Ending Balance | $ 92.49 | $ 87.57 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Beginning Balance | 58,560 | 36,687 |
Granted | 1,766 | 21,873 |
Shares, Ending Balance | 60,326 | 58,560 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ 118.40 | $ 76.06 |
Weighted-Average Grant Date Fair Value, Granted | 181.27 | 189.41 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ 120.24 | $ 118.40 |
Common Stock Incentive Plan - S
Common Stock Incentive Plan - Summary of Fair Value Assumption (Details) - PSUs - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jan. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value per share on valuation date | $ 169.51 | ||
Expected term | 3 years | ||
Expected price volatility | 57.64% | ||
Risk-free interest rate | 0.20% | ||
Discount for post vesting restriction | 12.44% | ||
Stock-based compensation expense | $ 1 | $ 2 | |
Unrecognized compensation cost | $ 10 | $ 10 | |
Remaining Performance Period | 2 years 6 months |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies | |
2021 (six months ending December 31) | $ 118 |
2022 | 242 |
2023 | 249 |
2024 | 256 |
2025 | 88 |
Total future contractual lease payments | 953 |
Effect of discounting | (13) |
Office lease liability | $ 940 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Jun. 30, 2021USD ($) |
Commitments related to tenant improvement allowances | |
Other Commitments [Line Items] | |
Commitments | $ 287.2 |
Commitments related to construction loan | |
Other Commitments [Line Items] | |
Commitments | $ 12.5 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 1 Months Ended | |
Aug. 05, 2021USD ($)ft² | Jun. 30, 2021ft² | |
Expected to construct at the property | ft² | 1,107,000 | |
Subsequent Event | Illinois Property | ||
Payments to acquire property | $ | $ 6.5 | |
Expected to construct at the property | ft² | 250,000 | |
Agreed reimbursement for redevelopment of building | $ | $ 43.8 |