Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 | 28,039,830 | |
Entity Central Index Key | 0001677576 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Real estate, at cost: | ||
Land | $ 142,524 | $ 139,953 |
Buildings and improvements | 2,100,662 | 2,010,628 |
Construction in progress | 107,772 | 54,106 |
Total real estate, at cost | 2,350,958 | 2,204,687 |
Less accumulated depreciation | (186,121) | (138,405) |
Net real estate held for investment | 2,164,837 | 2,066,282 |
Construction loan receivable | 21,556 | 18,021 |
Cash and cash equivalents | 117,034 | 87,122 |
Restricted cash | 1,450 | 1,450 |
Investments | 41,885 | 200,935 |
Right of use office lease asset | 1,453 | 1,739 |
In-place lease intangible assets, net | 8,460 | 9,105 |
Other assets, net | 32,748 | 30,182 |
Total assets | 2,389,423 | 2,414,836 |
Liabilities: | ||
Exchangeable Senior Notes, net | 4,423 | 6,380 |
Notes due 2026, net | 296,107 | 295,115 |
Building improvements and construction funding payable | 12,724 | 29,376 |
Accounts payable and accrued expenses | 13,631 | 10,615 |
Dividends payable | 51,079 | 50,840 |
Rent received in advance and tenant security deposits | 59,120 | 58,716 |
Other liabilities | 3,670 | 1,901 |
Total liabilities | 440,754 | 452,943 |
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 September 30, 2023 and December 31, 2022 | 14,009 | 14,009 |
Common stock, par value $0.001 per share, 50,000,000 shares authorized: 28,039,830 and 27,972,830 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 28 | 28 |
Additional paid-in capital | 2,081,291 | 2,065,248 |
Dividends in excess of earnings | (146,659) | (117,392) |
Total stockholders' equity | 1,948,669 | 1,961,893 |
Total liabilities and stockholders' equity | $ 2,389,423 | $ 2,414,836 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Preferred stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares Issued | 28,039,830 | 27,972,830 |
Common Stock, Shares Outstanding | 28,039,830 | 27,972,830 |
Series A Preferred Stock | ||
Preferred stock, Par Value (in dollars per share) | $ 0.001 | |
Preferred Stock, Dividend Rate, Percentage | 9% | 9% |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Rental (including tenant reimbursements) | $ 77,286 | $ 70,345 | $ 228,734 | $ 204,454 |
Other | 540 | 538 | 1,616 | 1,444 |
Total revenues | 77,826 | 70,883 | 230,350 | 205,898 |
Expenses: | ||||
Property expenses | 6,318 | 2,823 | 17,700 | 7,232 |
General and administrative expense | 10,981 | 10,804 | 31,924 | 28,288 |
Depreciation and amortization expense | 16,678 | 15,900 | 50,096 | 45,001 |
Total expenses | 33,977 | 29,527 | 99,720 | 80,521 |
Income from operations | 43,849 | 41,356 | 130,630 | 125,377 |
Interest and other income | 2,075 | 773 | 6,625 | 1,411 |
Interest expense | (4,330) | (4,513) | (13,322) | (13,783) |
Gain (loss) on exchange of Exchangeable Senior Notes | 22 | (125) | ||
Net income | 41,594 | 37,616 | 123,955 | 112,880 |
Preferred stock dividends | (338) | (338) | (1,014) | (1,014) |
Net income attributable to common stockholders | $ 41,256 | $ 37,278 | $ 122,941 | $ 111,866 |
Net income attributable to common stockholders per share (Note 8): | ||||
Basic (in dollars per share) | $ 1.46 | $ 1.33 | $ 4.36 | $ 4.10 |
Diluted (in dollars per share) | $ 1.45 | $ 1.32 | $ 4.32 | $ 4.06 |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 27,983,004 | 27,938,568 | 27,971,544 | 27,144,953 |
Diluted (in shares) | 28,265,605 | 28,157,934 | 28,248,054 | 27,496,151 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Series A Preferred Stock Preferred Stock | Common Stock | Additional Paid-In-Capital Adjustment | Additional Paid-In-Capital | Dividends in Excess of Earnings Adjustment | Dividends in Excess of Earnings | Adjustment | Total |
Balances at beginning of period at Dec. 31, 2021 | $ 14,009 | $ 26 | $ (1,340) | $ 1,672,882 | $ 728 | $ (75,218) | $ (612) | $ 1,611,699 |
Balances at beginning of period (in shares) at Dec. 31, 2021 | 25,612,541 | |||||||
Net Income (Loss) | 112,880 | 112,880 | ||||||
Issuance of unvested restricted stock, net of forfeitures | (2,441) | (2,441) | ||||||
Issuance of unvested restricted stock, net of forfeitures (in shares) | 15,174 | |||||||
Exchange of Exchangeable Senior Notes | 26,682 | 26,682 | ||||||
Exchange of Exchangeable Senior Notes (in shares) | 413,166 | |||||||
Net proceeds from sale of common stock | $ 2 | 351,958 | 351,960 | |||||
Net proceeds from sale of common stock (in shares) | 1,932,813 | |||||||
Preferred stock dividends | (1,014) | (1,014) | ||||||
Common stock dividends | (145,434) | (145,434) | ||||||
Stock-based compensation | 13,195 | 13,195 | ||||||
Balances at end of period at Sep. 30, 2022 | 14,009 | $ 28 | 2,060,936 | (108,058) | 1,966,915 | |||
Balances at end of period (in shares) at Sep. 30, 2022 | 27,973,694 | |||||||
Balances at beginning of period at Jun. 30, 2022 | 14,009 | $ 28 | 2,056,568 | (94,833) | 1,975,772 | |||
Balances at beginning of period (in shares) at Jun. 30, 2022 | 27,973,429 | |||||||
Net Income (Loss) | 37,616 | 37,616 | ||||||
Exchange of Exchangeable Senior Notes | 17 | 17 | ||||||
Exchange of Exchangeable Senior Notes (in shares) | 265 | |||||||
Preferred stock dividends | (338) | (338) | ||||||
Common stock dividends | (50,503) | (50,503) | ||||||
Stock-based compensation | 4,379 | 4,379 | ||||||
Payment of common stock offering costs | (28) | (28) | ||||||
Balances at end of period at Sep. 30, 2022 | 14,009 | $ 28 | 2,060,936 | (108,058) | 1,966,915 | |||
Balances at end of period (in shares) at Sep. 30, 2022 | 27,973,694 | |||||||
Balances at beginning of period at Dec. 31, 2022 | 14,009 | $ 28 | 2,065,248 | (117,392) | 1,961,893 | |||
Balances at beginning of period (in shares) at Dec. 31, 2022 | 27,972,830 | |||||||
Net Income (Loss) | 123,955 | 123,955 | ||||||
Issuance of unvested restricted stock, net of forfeitures | (568) | (568) | ||||||
Issuance of unvested restricted stock, net of forfeitures (in shares) | 34,800 | |||||||
Exchange of Exchangeable Senior Notes | 1,964 | 1,964 | ||||||
Exchange of Exchangeable Senior Notes (in shares) | 32,200 | |||||||
Preferred stock dividends | (1,014) | (1,014) | ||||||
Common stock dividends | (152,208) | (152,208) | ||||||
Stock-based compensation | 14,647 | 14,647 | ||||||
Balances at end of period at Sep. 30, 2023 | 14,009 | $ 28 | 2,081,291 | (146,659) | 1,948,669 | |||
Balances at end of period (in shares) at Sep. 30, 2023 | 28,039,830 | |||||||
Balances at beginning of period at Jun. 30, 2023 | 14,009 | $ 28 | 2,076,357 | (137,174) | 1,953,220 | |||
Balances at beginning of period (in shares) at Jun. 30, 2023 | 28,040,054 | |||||||
Net Income (Loss) | 41,594 | 41,594 | ||||||
Issuance of unvested restricted stock, net of forfeitures (in shares) | (224) | |||||||
Preferred stock dividends | (338) | (338) | ||||||
Common stock dividends | (50,741) | (50,741) | ||||||
Stock-based compensation | 4,934 | 4,934 | ||||||
Balances at end of period at Sep. 30, 2023 | $ 14,009 | $ 28 | $ 2,081,291 | $ (146,659) | $ 1,948,669 | |||
Balances at end of period (in shares) at Sep. 30, 2023 | 28,039,830 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net income | $ 123,955 | $ 112,880 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 50,096 | 45,001 |
Loss (gain) on exchange of Exchangeable Senior Notes | (22) | 125 |
Other non-cash adjustments | 83 | 158 |
Stock-based compensation | 14,647 | 13,195 |
Amortization of discounts on investments | (2,894) | (1,068) |
Amortization of debt discount and issuance costs | 1,021 | 1,017 |
Changes in assets and liabilities | ||
Other assets, net | (2,905) | (6,555) |
Accounts payable, accrued expenses and other liabilities | 5,077 | 5,339 |
Rent received in advance and tenant security deposits | 404 | 8,683 |
Net cash provided by (used in) operating activities | 189,462 | 178,775 |
Cash flows from investing activities | ||
Purchases of investments in real estate | (34,906) | (150,090) |
Funding of draws for improvements and construction | (129,502) | (316,469) |
Funding of construction loan and other investments | (3,535) | (21,360) |
Deposits in escrow for acquisitions | (100) | |
Purchases of short-term investments | (91,772) | (278,717) |
Maturities of short-term investments | 253,716 | 365,000 |
Net cash provided by (used in) investing activities | (5,999) | (401,736) |
Cash flows from financing activities | ||
Issuance of common stock, net of offering costs | 351,960 | |
Dividends paid to common stockholders | (151,969) | (133,440) |
Dividends paid to preferred stockholders | (1,014) | (1,014) |
Taxes paid related to net share settlement of equity awards | (568) | (2,441) |
Net cash provided by (used in) financing activities | (153,551) | 215,065 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 29,912 | (7,896) |
Cash, cash equivalents and restricted cash, beginning of period | 88,572 | 86,419 |
Cash, cash equivalents and restricted cash, end of period | 118,484 | 78,523 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest, net of interest capitalized | 8,253 | 8,997 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrual for current-period additions to real estate | 10,520 | 35,195 |
Deposits applied for acquisitions | 250 | 25 |
Accrual for common and preferred stock dividends declared | 51,079 | 50,841 |
Exchange of Exchangeable Senior Notes for common stock | $ 1,964 | 26,682 |
Operating lease liability for obtaining right of use asset | $ 1,017 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
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 industrial properties leased to experienced, state-licensed operators for their regulated 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, real estate 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 | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies and Procedures | |
Summary of Significant Accounting Policies and Procedures | 2. Summary of Significant Accounting Policies and Procedures 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, 2022. 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. 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, 2023. Reclassification Federal Income Taxes. Use of Estimates. Reportable Segment. Acquisition of Real Estate Properties. The fair value of acquired in-place leases is derived based on our assessment of estimated lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amounts recorded for acquired in-place leases are reflected as in-place lease intangible assets, net on our condensed consolidated balance sheets and are amortized on a straight-line basis as a component of depreciation and amortization expense over the remaining term of the applicable leases. The fair value of the above-market component of an acquired in-place operating lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining non-cancellable lease term and (ii) our estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition measured over the remaining non-cancellable term of the lease. The amount recorded for one above-market operating lease is included in other assets, net on our condensed consolidated balance sheets and is amortized on a straight-line basis as a reduction of rental revenues over the remaining term of the applicable lease. Sale of Real Estate. Gains and Losses from the Derecognition of Nonfinancial Assets Revenue from Contracts with Customers (Topic 606) Cost Capitalization and Depreciation. Amounts capitalized are depreciated over estimated useful lives determined by management. We depreciate buildings and improvements based on our evaluation of the estimated useful life of each specific asset, not to exceed 40 years. For the three months ended September 30, 2023 and 2022, we recognized depreciation expense of approximately $16.5 million and $15.7 million, respectively, and for the nine months ended September 30, 2023 and 2022, we recognized depreciation expense of approximately $49.5 million and $44.4 million, respectively. Depreciation expense relating to our real estate held for investment is included in depreciation and amortization expense in our condensed consolidated statements of income. We depreciate office equipment and furniture and fixtures over estimated useful lives ranging from three Determining whether expenditures meet the criteria for capitalization and the assignment of depreciable lives requires management to exercise significant judgment. Project costs that are clearly associated with the acquisition and development or redevelopment of a real estate project, for which we are the accounting owner, are capitalized as a cost of that project. Expenditures that meet one or more of the following criteria generally qualify for capitalization: ● the expenditure provides benefit in future periods; and ● the expenditure extends the useful life of the asset beyond our original estimates. We define redevelopment properties as existing properties for which we expect to spend significant development and construction costs that are not reimbursements to tenants for improvements at the properties. When existing properties are determined to be redevelopment properties, the net carrying value of the buildings and improvements are transferred to construction in progress while the redevelopment activities are in process. During the nine months ended September 30, 2023, we reclassified the net carrying value of the buildings and improvements totaling approximately $51.2 million to construction in progress relating to an existing property that was placed into redevelopment. Costs capitalized to construction in progress related to redevelopment properties are transferred to buildings and improvements at historical cost of the properties as the redevelopment project or phases of projects are placed in service. 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 nine months ended September 30, 2023 and 2022. Revenue Recognition. For the three months ended September 30, 2023, rental revenue recognized included the application of approximately $2.2 million of security deposits for rent with three tenants in connection with lease amendments. For the nine months ended September 30, 2023, rental revenue recognized included the application of approximately $3.1 million of security deposits applied for rent with two tenants who were in default under their respective lease agreements and approximately $4.9 million of security deposits for rent with three tenants in connection with lease amendments. Construction Loan. In February 2023, we amended the construction loan to provide for, among other things: (1) the additional capital commitment of the borrower into the project of $1.0 million; (2) our agreement to fund an additional $4.5 million into the project; (3) an increase in the interest rate effective April 1, 2023; (4) an extension of the loan term to December 31, 2023; and (5) the provision of additional collateral from the borrower for the loan. Interest on the loan continued to accrue through March 31, 2023, with monthly payment of interest having commenced April 1, 2023. Cash and Cash Equivalents Restricted Cash Investments. Exchangeable Notes. Deferred Financing Costs. Stock-Based Compensation. Lease Accounting. The right-of-use asset is measured based on the corresponding lease liability. We did not incur any initial direct leasing costs or exchange any other consideration 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 both the three months ended September 30, 2023 and 2022, we recognized office lease expense of approximately $121,000, and for the nine months ended September 30, 2023 and 2022, we recognized office lease expense of approximately $364,000 and $344,000, respectively, which are included in general and administrative expenses in our condensed consolidated statements of income. For the nine months ended September 30, 2023 and 2022, amounts paid and classified as operating activities in our condensed consolidated statements of cash flows for the office lease were approximately $372,000 and $282,000, 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. Substantially all of our leases continue 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 revenues and as property expenses, respectively, on our condensed consolidated statements of income. Property taxes paid directly by the lessee to a third party continue to be excluded from our condensed consolidated financial statements. Lease amendments 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. 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. 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 and nine months ended September 30, 2023 and 2022, including tenant reimbursements: For the Three Months Ended September 30, 2023 Percentage of Number of Rental Leases Revenue PharmaCann Inc. ("PharmaCann") 11 15 % Ascend Wellness Holdings, Inc. ("Ascend") 4 10 % Green Thumb Industries, Inc. ("GTI") 3 8 % Curaleaf Holdings, Inc. ("Curaleaf") 8 7 % Trulieve Cannabis Corp. ("Trulieve") 6 7 % For the Nine Months Ended September 30, 2023 Percentage of Number of Rental Leases Revenue PharmaCann 11 15 % Ascend 4 10 % GTI 3 8 % Curaleaf 8 7 % SH Parent, Inc. ("Parallel") (1) 4 7 % For the Three Months Ended September 30, 2022 Percentage of Number of Rental Leases Revenue PharmaCann 11 14 % Parallel 4 10 % Ascend 4 10 % GTI 3 8 % Trulieve 6 7 % For the Nine Months Ended September 30, 2022 Percentage of Number of Rental Leases Revenue PharmaCann 11 14 % Parallel 4 10 % Ascend 4 9 % Kings Garden Inc. ("Kings Garden") (2) 6 7 % Trulieve 6 7 % (1) Commencing in November 2022, Parallel defaulted on its obligations to pay rent at one of our Pennsylvania properties . In February 2023, Parallel defaulted on its obligations to pay rent at one of our Texas properties, and we regained possession of that property in March 2023. See Note 11 “Commitments and Contingencies — Litigation” to our condensed consolidated financial statements for more information. Excluding security deposits applied for payment of rent for Parallel at one property in Pennsylvania and one property in Texas of approximately $1.8 million and $395,000 , respectively, Parallel would have represented 6% of our total rental revenues for the nine months ended September 30, 2023. (2) In July 2022, Kings Garden defaulted on its obligations to pay rent at all of the properties it leases with us, and pursuant to a confidential, conditional settlement agreement executed on September 11, 2022 between us and Kings Garden, we terminated the leases for two properties and regained possession of those properties, which continued to be in development or redevelopment as of September 30, 2023. Kings Garden paid the stipulated rent during its period of occupancy for the remaining four properties through September 20, 2023, and we regained possession of those properties in September 2023. See Note 11 “Commitments and Contingencies — Litigation” to our condensed consolidated financial statements for more information. In each of the tables above, these leases include leases with affiliates of each entity, for which the entity has provided a corporate guaranty. As of September 30, 2023, our largest property was located in New York and accounted for approximately 5.4% of our net real estate held for investment. No other properties accounted for more than 5% of our net real estate held for investment as of September 30, 2023. As of December 31, 2022, none of our properties individually represented more than 5% of our net real estate held for investment. We have deposited cash with financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of September 30, 2023, we had cash accounts in excess of FDIC insured limits. We have not experienced any losses in such accounts. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock. | |
Common Stock | 3. Common Stock In January 2023, we terminated the previously existing “at-the-market” offering program and entered into new equity distribution agreements with four sales agents, pursuant to which we may offer and sell from time to time through an “at-the-market” offering program (the “ATM Program”) up to $500.0 million in shares of our common stock. As of September 30, 2023, we had not sold any shares of common stock under the ATM Program. During the nine months ended September 30, 2023, we issued 32,200 shares of our common stock upon exchange by holders of $2.0 million of outstanding principal amount of our Exchangeable Senior Notes. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Preferred Stock. | |
Preferred Stock | 4. Preferred Stock As of September 30, 2023, the Company was authorized to issue up to 50,000,000 shares of preferred stock, par value $0.001 per share, and there were 600,000 shares issued and outstanding |
Dividends
Dividends | 9 Months Ended |
Sep. 30, 2023 | |
Dividends | |
Dividends | 5. Dividends The following table describes the dividends declared by the Company during the nine months ended September 30, 2023: Amount Dividend Dividend Declaration Date Security Class Per Share Period Covered Paid Date Amount (In thousands) March 15, 2023 Common stock $ 1.80 January 1, 2023 to March 31, 2023 April 14, 2023 $ 50,725 March 15, 2023 Series A preferred stock $ 0.5625 January 15, 2023 to April 14, 2023 April 14, 2023 $ 338 June 15, 2023 Common stock $ 1.80 April 1, 2023 to June 30, 2023 July 14, 2023 $ 50,742 June 15, 2023 Series A preferred stock $ 0.5625 April 15, 2023 to July 14, 2023 July 14, 2023 $ 338 September 15, 2023 Common stock $ 1.80 July 1, 2023 to September 30, 2023 October 13, 2023 $ 50,742 September 15, 2023 Series A preferred stock $ 0.5625 July 15, 2023 to October 14, 2023 October 13, 2023 $ 338 |
Investments in Real Estate
Investments in Real Estate | 9 Months Ended |
Sep. 30, 2023 | |
Investments in Real Estate | |
Investments in Real Estate | 6. Investments in Real Estate Acquisitions The Company acquired the following properties during the nine months ended September 30, 2023 (dollars in thousands): Rentable Square Purchase Transaction Property Market Closing Date Feet (1) Price Costs Total Susquehanna Street Pennsylvania February 15, 2023 58,000 $ 15,000 $ 26 $ 15,026 Boltonfield Street Ohio March 3, 2023 157,000 20,100 29 20,129 (2) Total 215,000 $ 35,100 $ 55 $ 35,155 (3) (1) Includes expected rentable square feet at completion of construction of certain properties. (2) The tenant is expected to complete improvements at the property, for which we agreed to provide funding of up to $21.9 million. (3) Approximately $2.6 million was allocated to land and approximately $32.6 million was allocated to building and improvements. Acquired In-Place Lease Intangible Assets In-place lease intangible assets and related accumulated amortization as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 In-place lease intangible assets $ 9,979 $ 9,979 Accumulated amortization (1,519) (874) In-place lease intangible assets, net $ 8,460 $ 9,105 Amortization of in-place lease intangible assets classified in depreciation and amortization expense in our condensed consolidated statements of income was approximately $215,000 for both the three months ended September 30, 2023 and 2022, respectively, and was approximately $645,000 and $626,000 for the nine months ended September 30, 2023 and 2022, respectively. The weighted-average remaining amortization period of the acquired in-place leases was approximately 9.8 years, and the estimated annual amortization of the value of the acquired in-place leases as of September 30, 2023 is as follows (in thousands): Year Amount 2023 (three months ending December 31) $ 215 2024 860 2025 860 2026 860 2027 860 Thereafter 4,805 Total $ 8,460 Above-Market Lease The above-market lease and related accumulated amortization included in other assets, net on our condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 Above-market lease $ 1,054 $ 1,054 Accumulated amortization (164) (95) Above-market lease, net $ 890 $ 959 The above-market lease is amortized on a straight-line basis as a reduction to rental revenues over the remaining lease term of approximately 9.5 years. For the three months ended September 30, 2023 and 2022, the amortization of the above-market lease was approximately $23,000 in each period. For the nine months ended September 30, 2023 and 2022, the amortization of the above-market lease was approximately $69,000 in each period. Additional Improvement Allowances In February 2023, we amended our lease with a subsidiary of Ascend at one of our New Jersey properties, increasing the improvement allowance under the lease by $15.0 million to a total of approximately $19.6 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property. We also amended each of our leases with Ascend to include cross-default provisions applicable to each lease. In February 2023, we amended our lease and development agreement with PharmaCann at one of our New York properties, increasing the construction funding by $15.0 million to a total of approximately $93.5 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property. We also amended each of our leases with PharmaCann to include cross-default provisions applicable to each lease. In February 2023, we amended our lease with a subsidiary of Goodness Growth Holdings Inc. (“Goodness Growth”) at one of our New York properties, increasing the improvement allowance under the lease by $4.0 million to a total of approximately $53.4 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property. We also amended each of our leases with Goodness Growth to include cross-default provisions applicable to each lease. Lease Amendments In January 2023 In January 2023, we executed a lease amendment with Calyx Peak, Inc. at our Missouri property, which (1) extended the term of the lease; and (2) provided for 100% base rent deferral through March 31, 2023, with pro rata monthly payback of the deferred rent over the twelve-month period starting April 2023. In March 2023, we executed a lease amendment with Temescal Wellness of Massachusetts, LLC (“Temescal”) at our Massachusetts property, which (1) provided for temporary reduced base rent from April 2023 through January 2024 to be partially paid through application of security deposits, with pro rata payback of those security deposits over twelve months starting in February 2024; (2) extended the lease term; and (3) increased base rent for the remainder of the term of the lease. In July 2023, we amended our lease with a subsidiary of 4Front Ventures Corp. (“4Front”) at one of our Illinois properties, pursuant to which, among other things, we agreed to apply a portion of the security deposit that we hold under the lease to pay one-half of the monthly installments of base rent due from the tenant, commencing on August 1, 2023 and continuing through November 30, 2023, which the tenant is then required to repay over a 12 -month period commencing on January 1, 2024. New Lease In June 2023, we executed a new long-term lease with a tenant at our property located at 68860 Perez Road in Cathedral City, California that was previously leased to Kings Garden, which is under construction as of September 30, 2023. Capitalized Costs During the nine months ended September 30, 2023, we capitalized costs of approximately $111.1 million and funded approximately $129.5 million relating to improvements and construction activities at our properties. Property Disposition In March 2023, we sold the portfolio of four properties in California previously leased to affiliates of Medical Investor Holdings, LLC (“Vertical”) for $16.2 million (excluding transaction costs) and provided a secured loan for $16.1 million to the buyer of the properties. The loan matures on February 29, 2028 with two options to extend the maturity for twelve months, conditional in each instance on the payment of an extension fee and at least $500,000 of the principal balance. The loan is interest only and payments are payable monthly in advance. The transaction did not qualify for recognition as a completed sale under GAAP since not all of the criteria were met. Accordingly, we have not derecognized the assets transferred on our condensed consolidated balance sheets. All consideration received, as well as any future payments, from the buyer will be recognized as a deposit liability and will be included in other liabilities on our condensed consolidated balance sheet until such time the criteria for recognition as a sale have been met. As of September 30, 2023, we received interest payments of approximately $939,000. In addition, as we have not met all of the held-for-sale criteria, land and building and improvements with a gross carrying value of approximately $3.4 million and approximately $13.9 million, respectively, and accumulated depreciation of approximately $1.5 million as of September 30, 2023, remain on the condensed consolidated balance sheet, and the buildings and improvements continue to be depreciated. Future Contractual Minimum Rent Future contractual minimum rent (including base rent and property management fees) under the operating leases as of September 30, 2023 for future periods is summarized as follows (in thousands): Year Contractual Minimum Rent 2023 (three months ending December 31) $ 71,899 2024 296,878 2025 305,612 2026 314,670 2027 324,001 Thereafter 4,167,626 Total $ 5,480,686 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt | |
Debt | 7. Debt Exchangeable Senior Notes As of September 30, 2023, our Operating Partnership had outstanding approximately $4.4 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 September 30, 2023 was 17.06090 shares of our common stock per $1,000 principal amount of Notes and the exchange price at September 30, 2023 was approximately $58.61 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. At September 30, 2023, the if-exchanged value of the Exchangeable Senior Notes exceeded the principal amount by approximately $1.3 million. During the nine months ended September 30, 2023, we issued 32,200 shares of our common stock upon exchanges by holders of $2.0 million of outstanding principal amount of our Exchangeable Senior Notes. For the nine months ended September 30, 2023, we recognized a gain on the exchange totaling approximately $22,000 , resulting from the difference between the fair value and carrying value of the debt as of the date of the exchange. The issuance of the shares pursuant to the exchanges resulted in a net non-cash increase to our additional paid-in capital account of approximately $2.0 million for the nine months ended September 30, 2023. During the three and nine months ended September 30, 2022, we issued 265 and 413,166 shares, respectively, of our common stock upon exchanges by holders of approximately $17,000 and $26.9 million, respectively, of outstanding principal amount of our Exchangeable Senior Notes. For the nine months ended September 30, 2022, we recognized a loss on the exchanges totaling approximately $125,000 , resulting from the difference between the fair value and carrying value of the debt as of the date of the exchange. The issuance of the shares pursuant to the exchanges resulted in a non-cash increase to our additional paid-in capital account of approximately $17,000 and $26.7 million for the three and nine months ended September 30, 2022, respectively. The following table details our interest expense related to the Exchangeable Senior Notes (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Cash coupon $ 41 $ 60 $ 140 $ 391 Amortization of issuance cost 9 12 29 83 Capitalized interest (2) — (2) — Total interest expense $ 48 $ 72 $ 167 $ 474 The following table details the carrying value of our Exchangeable Senior Notes (in thousands): September 30, 2023 December 31, 2022 Principal amount $ 4,436 $ 6,436 Unamortized issuance cost (13) (56) Carrying value $ 4,423 $ 6,380 Accrued interest payable for the Exchangeable Senior Notes as of September 30, 2023 and December 31, 2022 was approximately $7,000 and $70,000, respectively, and is included in accounts payable and accrued expenses on our condensed consolidated balance sheets. Notes due 2026 On May 25, 2021, our Operating Partnership issued $300.0 million aggregate principal amount of its 5.50% Senior Notes due 2026 (the “Notes due 2026”). The Notes due 2026 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 Notes due 2026 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. The Notes due 2026 will pay interest semiannually at a rate of 5.50% per year and will mature on May 25, 2026. The terms of the Notes due 2026 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, Argent Institutional Trust Company, as trustee (as successor-in-interest to GLAS Trust Company LLC), and Securities Transfer Corporation, as registrar (as successor-in-interest to GLAS Trust Company LLC). The terms of the indenture provide that if the debt rating on the Notes due 2026 is downgraded or withdrawn entirely, interest on the Notes due 2026 will increase to a range of 6.0% to 6.5% based on such debt rating. In connection with the issuance of the Notes due 2026, we recorded approximately $6.8 million of issuance costs, which are being amortized using the effective interest method and recognized as non-cash interest expense over the term of the Notes due 2026. The following table details our interest expense related to the Notes due 2026 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Cash coupon $ 4,125 $ 4,125 $ 12,375 $ 12,375 Amortization of issuance cost 335 316 992 934 Capitalized interest (178) — (212) — Total interest expense $ 4,282 $ 4,441 $ 13,155 $ 13,309 The following table details the carrying value of our Notes due 2026 (in thousands): September 30, 2023 December 31, 2022 Principal amount $ 300,000 $ 300,000 Unamortized issuance cost (3,893) (4,885) Carrying value $ 296,107 $ 295,115 The Operating Partnership may redeem some or all of the Notes due 2026 at its option at any time at the applicable redemption price. If the Notes due 2026 are redeemed prior to February 25, 2026, the redemption price will be equal to 100% of the principal amount of the Notes due 2026 being redeemed, plus a make-whole premium and accrued and unpaid interest thereon to, but excluding, the applicable redemption date. If the Notes due 2026 are redeemed on or after February 25, 2026, the redemption price will be equal to 100% of the principal amount of the Notes due 2026 being redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date. The terms of the indenture for the Notes due 2026 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 September 30, 2023. Accrued interest payable for the Notes due 2026 as of September 30, 2023 and December 31, 2022 was approximately $6.2 million and $2.1 million, respectively, and is included in accounts payable and accrued expenses on our condensed consolidated balance sheets. The following table summarizes the principal payments on our outstanding indebtedness as of September 30, 2023 (in thousands): Payments Due by Year Amount 2023 (three months ending December 31) $ — 2024 4,436 2025 — 2026 300,000 2027 — Thereafter — Total $ 304,436 |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Net Income Per Share | |
Net Income Per Share | 8. Net Income Per Share Grants of restricted stock and restricted stock units (“RSUs”) of the Company 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 September 30, 2023, 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 nine months ended September 30, 2023 and 2022 have been included in net income attributable to common stockholders to calculate net income per basic and diluted share. The 75,682 and 83,007 shares necessary to settle the Exchangeable Senior Notes on the if-exchanged method basis were dilutive for the three and nine months ended September 30, 2023, respectively, and were included in the computation of diluted earnings per share. The 100,799 and 235,753 shares necessary to settle the Exchangeable Senior Notes on the if-exchanged method basis were dilutive for the three and nine months ended September 30, 2022, respectively, and were included in the computation of diluted earnings per share. For the three and nine months ended September 30, 2023 and 2022, the performance share units (“PSUs”) granted to certain employees were not included in dilutive securities as the performance thresholds for vesting of the PSUs were not met as measured as of the respective dates (see Note 10 for further discussion of 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 Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net income $ 41,594 $ 37,616 $ 123,955 $ 112,880 Preferred stock dividends (338) (338) (1,014) (1,014) Distribution to participating securities (372) (213) (1,106) (622) Net income attributable to common stockholders used to compute net income per share – basic 40,884 37,065 121,835 111,244 Dilutive effect of Exchangeable Senior Notes 50 72 169 474 Net income attributable to common stockholders used to compute net income per share – diluted $ 40,934 $ 37,137 $ 122,004 $ 111,718 Weighted-average common shares outstanding: Basic 27,983,004 27,938,568 27,971,544 27,144,953 Restricted stock and RSUs 206,919 118,567 193,503 115,445 Dilutive effect of Exchangeable Senior Notes 75,682 100,799 83,007 235,753 Diluted 28,265,605 28,157,934 28,248,054 27,496,151 Net income attributable to common stockholders per share: Basic $ 1.46 $ 1.33 $ 4.36 $ 4.10 Diluted $ 1.45 $ 1.32 $ 4.32 $ 4.06 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
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 and approximate fair value of financial instruments at September 30, 2023 and December 31, 2022 (in thousands): At September 30, 2023 At December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Investments (1) $ 41,885 $ 41,880 $ 200,935 $ 200,715 Investments as cash equivalents (2) $ 20,100 $ 20,091 $ — $ — Exchangeable Senior Notes (3) $ 4,423 $ 5,577 $ 6,380 $ 10,282 Notes due 2026 (3) $ 296,107 $ 268,611 $ 295,115 $ 264,234 Construction Loan (4) $ 21,556 $ 26,362 $ 18,021 $ 20,167 (1) 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) Investments as cash equivalents consisting of obligations of the U.S. government with an original maturity at the time of purchase of less than or equal to three months are classified as held-to-maturity and valued using Level 1 inputs. (3) The fair value is determined based upon Level 2 inputs as the Exchangeable Senior Notes and Notes due 2026 were trading in the private market. (4) The construction loan receivable is categorized as Level 3 and was valued using a yield analysis, which is typically performed for non-credit impaired loans. To determine fair value using a yield analysis, a current price is imputed for the loan based upon an assessment of the expected market yield for a similarly structured loan with a similar level of risk. In the yield analysis, the Company considers the current contractual interest rate, the maturity and other terms of the loan relative to risk of the company and the specific loan. At September 30, 2023 and December 31, 2022, the expected market yield used to determine fair value was 25% . Changes in market yields may change the fair value of the construction loan. Generally, an increase in market yields may result in a decrease in the fair value of the construction loan. Due to the inherent uncertainty of determining the fair value of a loan that does not have a readily available market value, the fair value of the construction loan may fluctuate from period to period. Additionally, the fair value of the construction loan may differ significantly from the value that would have been used had a readily available market existed for such loan and may differ materially from the value that the Company may ultimately realize. The carrying amounts of cash equivalents, accounts payable, accrued expenses and other liabilities approximate their fair values. |
Common Stock Incentive Plan
Common Stock Incentive Plan | 9 Months Ended |
Sep. 30, 2023 | |
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 nine months ended September 30, 2023 is included in the table below: Weighted- Unvested Average Restricted Grant Date Fair Stock Value Balance at December 31, 2022 34,026 $ 181.08 Granted 35,565 $ 110.88 Vested (9,154) $ 187.00 Forfeited (1) (5,596) $ 115.01 Balance at March 31, 2023 54,841 $ 141.31 Granted 5,055 $ 71.23 Vested (2,811) $ 128.11 Balance at June 30, 2023 57,085 $ 135.75 Granted 150 $ 80.49 Vested (150) $ 80.49 Forfeited (1) (374) $ 135.84 Balance at September 30, 2023 56,711 $ 135.75 (1) Shares that were forfeited to cover the employees’ tax withholding obligation upon vesting or employees’ cessation of employment. The remaining unrecognized compensation cost of approximately $5.2 million for restricted stock awards is expected to be recognized over a weighted-average amortization period of approximately 1.8 years as of September 30, 2023. The fair value of restricted stock that vested during the nine months ended September 30, 2023 was approximately $1.7 million. The following table summarizes our RSU activity for the nine months ended September 30, 2023. 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, 2022 83,677 $ 144.30 Granted 61,785 $ 103.60 Balance at March 31, 2023 145,462 $ 127.01 Granted 4,494 $ 71.23 Balance at June 30, 2023 149,956 $ 125.34 Granted — $ - Balance at September 30, 2023 149,956 $ 125.34 The remaining unrecognized compensation cost of approximately $7.3 million for RSU awards is expected to be recognized over an amortization period of approximately 1.9 years as of September 30, 2023. In January 2021 and 2022, we issued 70,795 and 102,641 “target” PSUs, respectively, to a select group of officers, which vest and are settled in shares of common stock based on the Company’s total stockholder return over a performance period of approximately three years from the grant date. 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 applicable Performance Period. For both the three and nine months ended September 30, 2023 and 2022, we recognized stock-based compensation expense of approximately $2.7 million and $8.0 million, respectively, relating to PSU awards. As of September 30, 2023, the remaining unrecognized compensation cost of approximately $9.3 million relating to PSU awards is expected to be recognized over the remaining Performance Period of approximately 1.2 years. As measured as of September 30, 2023, the performance thresholds for the vesting of the PSUs were not met for any of the applicable awards. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies Office Lease Year Amount 2023 (three months ending December 31) $ 124 2024 511 2025 526 2026 543 2027 45 Total future contractual lease payments 1,749 Effect of discounting (166) Office lease liability $ 1,583 Improvement Allowances Construction Loan. Environmental Matters. Litigation Class Action Lawsuit On April 25, 2022, a federal securities class action lawsuit was filed against the Company and certain of its officers. The case was named Michael V. Malozzi, individually and on behalf of others similarly situated v. Innovative Industrial Properties, Inc., Paul Smithers, Catherine Hastings and Andy Bui, Case No. 2-22-cv-02359, and alleges that we and certain of our officers made false or misleading statements regarding our business in violation of Section 10(b) of the Securities Exchange Act of 1934, as (the “Exchange Act”), SEC Rule 10b-5, and Section 20(a) of the Exchange Act. According to the filed complaint, the p On September 29, 2022, an Amended Class Action Complaint was filed under the same Case Number, adding as defendants Alan D. Gold and Benjamin C. Regin, and asserting causes of action under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. According to the Amended Class Action Complaint, the plaintiff is seeking an undetermined amount of damages, interest, attorneys’ fees and costs and other relief on behalf of the putative classes of all persons who acquired shares of the Company’s common stock between August 7, 2020 and August 4, 2022. On December 1, 2022, defendants moved to dismiss the Amended Class Action Complaint; on January 25, 2023, plaintiff responded to defendants’ motion to dismiss the Amended Class Action Complaint; and on March 6, 2023 defendants replied to plaintiff’s response. On September 19, 2023, the court granted defendants’ motion to dismiss the Amended Class Action Complaint without prejudice. On October 19, 2023, a Second Amended Class Action complaint was filed under the same Case Number, and asserted causes of action under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. According to the Second Amended Class Action Complaint, the plaintiff is seeking an undetermined amount of damages, interest, attorneys’ fees and costs and other relief on behalf of the putative classes of all persons who acquired shares of the Company’s common stock between August 7, 2020 and August 4, 2022. It is possible that similar lawsuits may yet be filed in the same or other courts that name the same or additional defendants. We intend to defend the lawsuit vigorously. However, at this time, we cannot predict the probable outcome of this action, and, accordingly, no amounts have been accrued in the Company’s condensed consolidated financial statements. Derivative Action Lawsuit On July 26, 2022, a derivative action lawsuit was filed against the Company and certain of its officers and directors. The case was named John Rice, derivatively on behalf of Innovative Industrial Properties, Inc. v. Paul Smithers, Catherine Hastings, Andy Bui, Alan Gold, Gary Kreitzer, Mary Curran, Scott Shoemaker, David Stecher, and Innovative Industrial Properties, Inc., The plaintiffs are seeking declaratory relief, direction to reform and improve corporate governance and internal procedures, and an undetermined amount of damages, restitution, interest, and attorneys’ fees and costs. On September 6, 2022, the defendants in this action filed a Consent Motion to Stay the Proceedings, which was granted on October 11, 2022. On September 28, 2022, a second derivative action lawsuit was filed against the Company and certain of its officers and directors. The case was named Karen Drover, derivatively on behalf of Innovative Industrial Properties, Inc. v. Paul Smithers, Catherine Hastings, Andy Bui, Alan Gold, Gary Kreitzer, Mary Curran, Scott Shoemaker, David Stecher, Defendants, and Innovative Industrial Properties Inc., Nominal Defendant Ross Weintraub, derivatively on behalf of Innovative Industrial Properties, Inc. v. Alan Gold, Paul Smithers, Catherine Hastings, Ben Regin, Andy Bui, Tracie Hager, Gary Kreitzer, David Stecher, Scott Shoemaker, Mary Curran, and Innovative Industrial Properties, Inc., action filed a Consent Motion to Stay the Proceeding, which was granted on April 17, 2023. On June 5, 2023, a fourth derivative action lawsuit was filed against the Company and certain of its officers and directors. The case was named Franco DeBlasio, on behalf of Gerich Melenth Nin (GMN) LP, derivatively on behalf of Innovative Industrial Properties, Inc. v. Paul Smithers, Catherine Hastings, Alan D. Gold, Tracie J. Hager, Benjamin C. Regin, Andy Bui, Gary A. Kreitzer, David Stecher, Scott Shoemaker, Mary Curran, and Innovative Industrial Properties, Inc., Kings Garden Lawsuit In July 2022, one of our tenants, Kings Garden Inc., defaulted on its obligations to pay base rent and property management fees under each of its six leases with our indirect, wholly owned subsidiary, IIP-CA 2 LP, and defaulted on its obligations to reimburse us for certain insurance premiums at the properties incurred by us that are payable by Kings Garden as operating expenses under such leases. On July 25, 2022, IIP-CA 2 LP filed a lawsuit against Kings Garden. The case was named IIP-CA 2 LP, a Delaware limited partnership v. Kings Garden Inc., a Nevada corporation, CK Endeavors, Inc., a California corporation, and JM Endeavors, Inc., a California corporation IIP-CA 2 LP, a Delaware limited partnership v. Kings Garden Inc., a Nevada corporation, CK Endeavors, Inc., a California corporation, JM Endeavors, Inc., a California corporation, Michael King, an individual, Gary LaSalle, an individual, Charles Kieley, an individual, and Laurie Kibby, an individual On September 11, 2022, the parties to the lawsuit entered into a confidential, conditional settlement agreement pertaining to matters related to the lawsuit. Pursuant to the conditional settlement agreement, as of September 30, 2023, Additionally, on August 16, 2023, we filed suit against Orr Construction, the general contractor for certain amounts on one construction project undertaken by Kings Garden, named IIP-CA 2 LP v. Orr Builders IIP-CA 2 LP, a Delaware limited partnership v. Kings Garden Inc., a Nevada corporation, CK Endeavors, Inc., a California corporation, and JM Endeavors, Inc., a California corporation On February 14, 2023, Kings Garden filed an Arbitration Demand related to the interpretation of the confidential, conditional settlement agreement between the parties that concerns certain terms governing (along with the relevant lease) the assignment of one of the Kings Garden leases. The Company filed a Response to Kings Garden’s Arbitration Demand, Affirmative Defenses and Counter-Claim on March 1, 2023 (the “Counter-Claim”). Kings Garden filed an answer to the Counter-Claim on March 15, 2023. In July 2023, the Company filed a motion for leave to amend its Counter-Claims. On August 4, 2023, the Company accepted an offer of judgment extended by Kings Garden under California Code of Civil Procedure Section 998, pursuant to which Kings Garden (i) vacated the remaining million, including interest on the then-outstanding amount, on a fully amortizing schedule of approximately $193,000 per month over a three-year period. The offer of judgment included a mutual release. Parallel Pennsylvania Litigation On February 6, 2023, IIP-PA 8 LLC, as landlord and an indirect subsidiary of the Company, filed a lawsuit against Goodblend Pennsylvania LLC, as tenant, and Parallel, as guarantor, in the Court of Common Pleas of Allegheny County, Pennsylvania, regarding the lease and related guaranty for one of the Company’s properties located in Pennsylvania. The lawsuit asserts claims for breach of contract by the tenant and guarantor and ejectment. Goodblend Pennsylvania LLC and Parallel filed preliminary objections to the lawsuit on March 3, 2023. IIP-PA 8 LLC filed its response to Goodblend Pennsylvania LLC’s and Parallel’s preliminary objections on March 23, 2023. The Court issued an Order on June 13, 2023 denying Goodblend Pennsylvania LLC’s and Parallel’s preliminary objections and directing Goodblend Pennsylvania LLC and Parallel to file an answer to the complaint. On October 25, 2023, a consent order was executed by the Court which awarded possession of the property to IIP-PA 8 LLC on October 31, 2023 and damages in favor of IIP-PA 8 LLC in the amount of approximately $15.5 million. Parallel Texas Litigation On February 11, 2023, a subsidiary of Parallel defaulted on its obligations to pay rent under the lease at one of our properties in Texas that is under development. On February 23, 2023, IIP-TX 1 LLC, as landlord and an indirect subsidiary of the Company, filed a lawsuit against Surterra San Marcos, LLC, as tenant, in the Justice Court of Hays County, Texas, regarding the lease, asserting claim for possession. In March 2023, a judgment for possession was entered in favor of IIP-TX 1 LLC, as well as monthly rental amounts due, and we regained possession of the property. On March 13, 2023, IIP-TX 1 LLC filed a subsequent lawsuit against Surterra San Marcos, LLC, Parallel and Sunstream Opportunities LP (“SAF Entity 1”) in the District Court of Hays County, Texas, regarding the same lease, asserting claims against Surterra San Marcos, LLC, Parallel and SAF Entity 1 for breach of contract, tortious interference with contract, unjust enrichment, fraud and fraudulent inducement, intentional failure to disclose and misrepresentations and conversion, and also requested the granting of a temporary injunction and the appointment of a receiver over the license(s) pertaining to the property’s operations as a regulated cannabis facility. The parties exchanged initial disclosures in September 2023, and are in the discovery phase. Green Peak Michigan Litigation On February 2, 2023, IIP-MI 1 LLC, as landlord and an indirect subsidiary of the Company, filed a lawsuit against Green Peak Industries, Inc. (“Green Peak”), as tenant, in 56-A District Court of the State of Michigan, regarding the lease for one of the Company’s properties located in Michigan, asserting claim for possession. On February 22, 2023, IIP-MI 1 LLC filed a subsequent lawsuit against Green Peak and Tropics LP (“SAF Entity 2”) in the Circuit Court of Eaton County, Michigan, regarding the same lease, asserting claims against Green Peak for breach of contract, unjust enrichment, and innocent misrepresentation, against SAF Entity 2 for tortious interference with contract, and against both Green Peak and SAF Entity 2 for civil conspiracy (the “Circuit Court Action”). On March 3, 2023, a stipulated order appointing a receiver over substantially all of Green Peak’s assets was entered in the Circuit Court of Ingham County, Michigan (the “Receivership Case”), pursuant to which the Company re-gained possession of one of the Company’s cultivation and processing properties, which is under redevelopment as of September 30, 2023, and two retail properties. As a result of the Receivership Case the claims asserted against Green Peak in the Circuit Court Action were stayed by order of the court and the claims against SAF Entity 2 were suspended by agreement of the parties pending the outcome of the Receivership Case. On September 28, 2023, a stipulation and order was entered in the Receivership Case, pursuant to which the Company is expected to re-gain possession of another retail property in Michigan on November 30, 2023, with the receiver paying contractually due rent through the last date of occupancy. On October 3, 2023, the court approved the sale of substantially all of Green Peak’s remaining assets in receivership to an affiliate of Green Peak’s senior secured lender, with the order approving the sale entered October 12, 2023. The leases for the remaining properties are expected to be assumed by the purchaser in connection with the closing of the sale. We may, from time to time, be a party to other legal proceedings, which arise in the ordinary course of our business. Although the results of these proceedings, claims, inquiries, and investigations cannot be predicted with certainty, we do not believe that the final outcome of these matters is reasonably likely to have a material adverse effect on our business, financial condition, or results of operations. Regardless of final outcomes, however, any such proceedings, claims, inquiries, and investigations may nonetheless impose a significant burden on management and employees and may come with significant defense costs or unfavorable preliminary and interim rulings. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events On October 23, 2023, our Operating Partnership entered into a loan and security agreement (the “Loan Agreement”) with a federally regulated commercial bank, as lender and as agent for lenders that become party thereto from time to time. The Loan Agreement matures on October 23, 2026, and provides $30.0 million in aggregate commitments for secured revolving loans, the availability of which is based on a borrowing base consisting of real properties owned by subsidiaries (the “Subsidiary Guarantors”) of the Operating Partnership that satisfy eligibility criteria set forth in the Loan Agreement. The obligations of the Operating Partnership under the Loan Agreement are guaranteed by the Company and the Subsidiary Guarantors, and are secured by (i) operating accounts of the Operating Partnership into which lease payments under the real property included in the borrowing base are paid, (ii) the equity interest of the Subsidiary Guarantors, (iii) the real estate included in the borrowing base and the leases and rents thereunder, and (iv) all personal property of the Subsidiary Guarantors. Borrowings under the Loan Agreement bear interest at a variable rate based on the greater of the prime rate and an applicable margin based on deposits with the participating bank(s) and a stipulated interest rate. In October 2023, we amended our lease with a subsidiary of Goodness Growth at one of our New York properties, increasing the improvement allowance under the lease by $14.0 million to a total of approximately $67.4 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property. In connection with the lease amendment, the tenant prepaid rent for the three month period commencing on November 1, 2023 and ending January 31, 2024. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Procedures (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies and Procedures | |
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, 2022. 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. 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, 2023. |
Reclassifications | Reclassification |
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. The fair value of acquired in-place leases is derived based on our assessment of estimated lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amounts recorded for acquired in-place leases are reflected as in-place lease intangible assets, net on our condensed consolidated balance sheets and are amortized on a straight-line basis as a component of depreciation and amortization expense over the remaining term of the applicable leases. The fair value of the above-market component of an acquired in-place operating lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining non-cancellable lease term and (ii) our estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition measured over the remaining non-cancellable term of the lease. The amount recorded for one above-market operating lease is included in other assets, net on our condensed consolidated balance sheets and is amortized on a straight-line basis as a reduction of rental revenues over the remaining term of the applicable lease. |
Sale of Real Estate | Sale of Real Estate. Gains and Losses from the Derecognition of Nonfinancial Assets Revenue from Contracts with Customers (Topic 606) |
Cost Capitalization and Depreciation | Cost Capitalization and Depreciation. Amounts capitalized are depreciated over estimated useful lives determined by management. We depreciate buildings and improvements based on our evaluation of the estimated useful life of each specific asset, not to exceed 40 years. For the three months ended September 30, 2023 and 2022, we recognized depreciation expense of approximately $16.5 million and $15.7 million, respectively, and for the nine months ended September 30, 2023 and 2022, we recognized depreciation expense of approximately $49.5 million and $44.4 million, respectively. Depreciation expense relating to our real estate held for investment is included in depreciation and amortization expense in our condensed consolidated statements of income. We depreciate office equipment and furniture and fixtures over estimated useful lives ranging from three Determining whether expenditures meet the criteria for capitalization and the assignment of depreciable lives requires management to exercise significant judgment. Project costs that are clearly associated with the acquisition and development or redevelopment of a real estate project, for which we are the accounting owner, are capitalized as a cost of that project. Expenditures that meet one or more of the following criteria generally qualify for capitalization: ● the expenditure provides benefit in future periods; and ● the expenditure extends the useful life of the asset beyond our original estimates. We define redevelopment properties as existing properties for which we expect to spend significant development and construction costs that are not reimbursements to tenants for improvements at the properties. When existing properties are determined to be redevelopment properties, the net carrying value of the buildings and improvements are transferred to construction in progress while the redevelopment activities are in process. During the nine months ended September 30, 2023, we reclassified the net carrying value of the buildings and improvements totaling approximately $51.2 million to construction in progress relating to an existing property that was placed into redevelopment. Costs capitalized to construction in progress related to redevelopment properties are transferred to buildings and improvements at historical cost of the properties as the redevelopment project or phases of projects are placed in service. |
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 nine months ended September 30, 2023 and 2022. |
Revenue Recognition | Revenue Recognition. For the three months ended September 30, 2023, rental revenue recognized included the application of approximately $2.2 million of security deposits for rent with three tenants in connection with lease amendments. For the nine months ended September 30, 2023, rental revenue recognized included the application of approximately $3.1 million of security deposits applied for rent with two tenants who were in default under their respective lease agreements and approximately $4.9 million of security deposits for rent with three tenants in connection with lease amendments. |
Construction Loan | Construction Loan. In February 2023, we amended the construction loan to provide for, among other things: (1) the additional capital commitment of the borrower into the project of $1.0 million; (2) our agreement to fund an additional $4.5 million into the project; (3) an increase in the interest rate effective April 1, 2023; (4) an extension of the loan term to December 31, 2023; and (5) the provision of additional collateral from the borrower for the loan. Interest on the loan continued to accrue through March 31, 2023, with monthly payment of interest having commenced April 1, 2023. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Restricted Cash | Restricted Cash |
Investments | Investments. |
Exchangeable Notes | Exchangeable Notes. |
Deferred Financing Costs | Deferred Financing Costs. |
Stock-Based Compensation | Stock-Based Compensation. |
Lease Accounting | Lease Accounting. The right-of-use asset is measured based on the corresponding lease liability. We did not incur any initial direct leasing costs or exchange any other consideration 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 both the three months ended September 30, 2023 and 2022, we recognized office lease expense of approximately $121,000, and for the nine months ended September 30, 2023 and 2022, we recognized office lease expense of approximately $364,000 and $344,000, respectively, which are included in general and administrative expenses in our condensed consolidated statements of income. For the nine months ended September 30, 2023 and 2022, amounts paid and classified as operating activities in our condensed consolidated statements of cash flows for the office lease were approximately $372,000 and $282,000, 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. Substantially all of our leases continue 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 revenues and as property expenses, respectively, on our condensed consolidated statements of income. Property taxes paid directly by the lessee to a third party continue to be excluded from our condensed consolidated financial statements. Lease amendments 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. 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. |
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 and nine months ended September 30, 2023 and 2022, including tenant reimbursements: For the Three Months Ended September 30, 2023 Percentage of Number of Rental Leases Revenue PharmaCann Inc. ("PharmaCann") 11 15 % Ascend Wellness Holdings, Inc. ("Ascend") 4 10 % Green Thumb Industries, Inc. ("GTI") 3 8 % Curaleaf Holdings, Inc. ("Curaleaf") 8 7 % Trulieve Cannabis Corp. ("Trulieve") 6 7 % For the Nine Months Ended September 30, 2023 Percentage of Number of Rental Leases Revenue PharmaCann 11 15 % Ascend 4 10 % GTI 3 8 % Curaleaf 8 7 % SH Parent, Inc. ("Parallel") (1) 4 7 % For the Three Months Ended September 30, 2022 Percentage of Number of Rental Leases Revenue PharmaCann 11 14 % Parallel 4 10 % Ascend 4 10 % GTI 3 8 % Trulieve 6 7 % For the Nine Months Ended September 30, 2022 Percentage of Number of Rental Leases Revenue PharmaCann 11 14 % Parallel 4 10 % Ascend 4 9 % Kings Garden Inc. ("Kings Garden") (2) 6 7 % Trulieve 6 7 % (1) Commencing in November 2022, Parallel defaulted on its obligations to pay rent at one of our Pennsylvania properties . In February 2023, Parallel defaulted on its obligations to pay rent at one of our Texas properties, and we regained possession of that property in March 2023. See Note 11 “Commitments and Contingencies — Litigation” to our condensed consolidated financial statements for more information. Excluding security deposits applied for payment of rent for Parallel at one property in Pennsylvania and one property in Texas of approximately $1.8 million and $395,000 , respectively, Parallel would have represented 6% of our total rental revenues for the nine months ended September 30, 2023. (2) In July 2022, Kings Garden defaulted on its obligations to pay rent at all of the properties it leases with us, and pursuant to a confidential, conditional settlement agreement executed on September 11, 2022 between us and Kings Garden, we terminated the leases for two properties and regained possession of those properties, which continued to be in development or redevelopment as of September 30, 2023. Kings Garden paid the stipulated rent during its period of occupancy for the remaining four properties through September 20, 2023, and we regained possession of those properties in September 2023. See Note 11 “Commitments and Contingencies — Litigation” to our condensed consolidated financial statements for more information. In each of the tables above, these leases include leases with affiliates of each entity, for which the entity has provided a corporate guaranty. As of September 30, 2023, our largest property was located in New York and accounted for approximately 5.4% of our net real estate held for investment. No other properties accounted for more than 5% of our net real estate held for investment as of September 30, 2023. As of December 31, 2022, none of our properties individually represented more than 5% of our net real estate held for investment. We have deposited cash with financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of September 30, 2023, 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 (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies and Procedures | |
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 and nine months ended September 30, 2023 and 2022, including tenant reimbursements: For the Three Months Ended September 30, 2023 Percentage of Number of Rental Leases Revenue PharmaCann Inc. ("PharmaCann") 11 15 % Ascend Wellness Holdings, Inc. ("Ascend") 4 10 % Green Thumb Industries, Inc. ("GTI") 3 8 % Curaleaf Holdings, Inc. ("Curaleaf") 8 7 % Trulieve Cannabis Corp. ("Trulieve") 6 7 % For the Nine Months Ended September 30, 2023 Percentage of Number of Rental Leases Revenue PharmaCann 11 15 % Ascend 4 10 % GTI 3 8 % Curaleaf 8 7 % SH Parent, Inc. ("Parallel") (1) 4 7 % For the Three Months Ended September 30, 2022 Percentage of Number of Rental Leases Revenue PharmaCann 11 14 % Parallel 4 10 % Ascend 4 10 % GTI 3 8 % Trulieve 6 7 % For the Nine Months Ended September 30, 2022 Percentage of Number of Rental Leases Revenue PharmaCann 11 14 % Parallel 4 10 % Ascend 4 9 % Kings Garden Inc. ("Kings Garden") (2) 6 7 % Trulieve 6 7 % (1) Commencing in November 2022, Parallel defaulted on its obligations to pay rent at one of our Pennsylvania properties . In February 2023, Parallel defaulted on its obligations to pay rent at one of our Texas properties, and we regained possession of that property in March 2023. See Note 11 “Commitments and Contingencies — Litigation” to our condensed consolidated financial statements for more information. Excluding security deposits applied for payment of rent for Parallel at one property in Pennsylvania and one property in Texas of approximately $1.8 million and $395,000 , respectively, Parallel would have represented 6% of our total rental revenues for the nine months ended September 30, 2023. (2) In July 2022, Kings Garden defaulted on its obligations to pay rent at all of the properties it leases with us, and pursuant to a confidential, conditional settlement agreement executed on September 11, 2022 between us and Kings Garden, we terminated the leases for two properties and regained possession of those properties, which continued to be in development or redevelopment as of September 30, 2023. Kings Garden paid the stipulated rent during its period of occupancy for the remaining four properties through September 20, 2023, and we regained possession of those properties in September 2023. See Note 11 “Commitments and Contingencies — Litigation” to our condensed consolidated financial statements for more information. In each of the tables above, these leases include leases with affiliates of each entity, for which the entity has provided a corporate guaranty. |
Dividends (Tables)
Dividends (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Dividends | |
Schedule of dividends declared | The following table describes the dividends declared by the Company during the nine months ended September 30, 2023: Amount Dividend Dividend Declaration Date Security Class Per Share Period Covered Paid Date Amount (In thousands) March 15, 2023 Common stock $ 1.80 January 1, 2023 to March 31, 2023 April 14, 2023 $ 50,725 March 15, 2023 Series A preferred stock $ 0.5625 January 15, 2023 to April 14, 2023 April 14, 2023 $ 338 June 15, 2023 Common stock $ 1.80 April 1, 2023 to June 30, 2023 July 14, 2023 $ 50,742 June 15, 2023 Series A preferred stock $ 0.5625 April 15, 2023 to July 14, 2023 July 14, 2023 $ 338 September 15, 2023 Common stock $ 1.80 July 1, 2023 to September 30, 2023 October 13, 2023 $ 50,742 September 15, 2023 Series A preferred stock $ 0.5625 July 15, 2023 to October 14, 2023 October 13, 2023 $ 338 |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Schedule of real estate properties | The Company acquired the following properties during the nine months ended September 30, 2023 (dollars in thousands): Rentable Square Purchase Transaction Property Market Closing Date Feet (1) Price Costs Total Susquehanna Street Pennsylvania February 15, 2023 58,000 $ 15,000 $ 26 $ 15,026 Boltonfield Street Ohio March 3, 2023 157,000 20,100 29 20,129 (2) Total 215,000 $ 35,100 $ 55 $ 35,155 (3) (1) Includes expected rentable square feet at completion of construction of certain properties. (2) The tenant is expected to complete improvements at the property, for which we agreed to provide funding of up to $21.9 million. (3) Approximately $2.6 million was allocated to land and approximately $32.6 million was allocated to building and improvements. |
Schedule of future contractual minimum rent | Future contractual minimum rent (including base rent and property management fees) under the operating leases as of September 30, 2023 for future periods is summarized as follows (in thousands): Year Contractual Minimum Rent 2023 (three months ending December 31) $ 71,899 2024 296,878 2025 305,612 2026 314,670 2027 324,001 Thereafter 4,167,626 Total $ 5,480,686 |
Acquired In-Place Lease Intangible Assets | |
Schedule of intangible assets and related accumulated amortization | In-place lease intangible assets and related accumulated amortization as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 In-place lease intangible assets $ 9,979 $ 9,979 Accumulated amortization (1,519) (874) In-place lease intangible assets, net $ 8,460 $ 9,105 |
Schedule of estimated annual amortization | Year Amount 2023 (three months ending December 31) $ 215 2024 860 2025 860 2026 860 2027 860 Thereafter 4,805 Total $ 8,460 |
Above-Market Lease | |
Schedule of intangible assets and related accumulated amortization | The above-market lease and related accumulated amortization included in other assets, net on our condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 Above-market lease $ 1,054 $ 1,054 Accumulated amortization (164) (95) Above-market lease, net $ 890 $ 959 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of principal payments on outstanding indebtedness | The following table summarizes the principal payments on our outstanding indebtedness as of September 30, 2023 (in thousands): Payments Due by Year Amount 2023 (three months ending December 31) $ — 2024 4,436 2025 — 2026 300,000 2027 — Thereafter — Total $ 304,436 |
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 September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Cash coupon $ 41 $ 60 $ 140 $ 391 Amortization of issuance cost 9 12 29 83 Capitalized interest (2) — (2) — Total interest expense $ 48 $ 72 $ 167 $ 474 |
Schedule of carrying value | The following table details the carrying value of our Exchangeable Senior Notes (in thousands): September 30, 2023 December 31, 2022 Principal amount $ 4,436 $ 6,436 Unamortized issuance cost (13) (56) Carrying value $ 4,423 $ 6,380 |
Notes due 2026 | |
Schedule of interest expense | The following table details our interest expense related to the Notes due 2026 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Cash coupon $ 4,125 $ 4,125 $ 12,375 $ 12,375 Amortization of issuance cost 335 316 992 934 Capitalized interest (178) — (212) — Total interest expense $ 4,282 $ 4,441 $ 13,155 $ 13,309 |
Schedule of carrying value | The following table details the carrying value of our Notes due 2026 (in thousands): September 30, 2023 December 31, 2022 Principal amount $ 300,000 $ 300,000 Unamortized issuance cost (3,893) (4,885) Carrying value $ 296,107 $ 295,115 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net income $ 41,594 $ 37,616 $ 123,955 $ 112,880 Preferred stock dividends (338) (338) (1,014) (1,014) Distribution to participating securities (372) (213) (1,106) (622) Net income attributable to common stockholders used to compute net income per share – basic 40,884 37,065 121,835 111,244 Dilutive effect of Exchangeable Senior Notes 50 72 169 474 Net income attributable to common stockholders used to compute net income per share – diluted $ 40,934 $ 37,137 $ 122,004 $ 111,718 Weighted-average common shares outstanding: Basic 27,983,004 27,938,568 27,971,544 27,144,953 Restricted stock and RSUs 206,919 118,567 193,503 115,445 Dilutive effect of Exchangeable Senior Notes 75,682 100,799 83,007 235,753 Diluted 28,265,605 28,157,934 28,248,054 27,496,151 Net income attributable to common stockholders per share: Basic $ 1.46 $ 1.33 $ 4.36 $ 4.10 Diluted $ 1.45 $ 1.32 $ 4.32 $ 4.06 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value of Financial Instruments | |
Schedule of condensed financial statements | The following table presents the carrying value and approximate fair value of financial instruments at September 30, 2023 and December 31, 2022 (in thousands): At September 30, 2023 At December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Investments (1) $ 41,885 $ 41,880 $ 200,935 $ 200,715 Investments as cash equivalents (2) $ 20,100 $ 20,091 $ — $ — Exchangeable Senior Notes (3) $ 4,423 $ 5,577 $ 6,380 $ 10,282 Notes due 2026 (3) $ 296,107 $ 268,611 $ 295,115 $ 264,234 Construction Loan (4) $ 21,556 $ 26,362 $ 18,021 $ 20,167 (1) 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) Investments as cash equivalents consisting of obligations of the U.S. government with an original maturity at the time of purchase of less than or equal to three months are classified as held-to-maturity and valued using Level 1 inputs. (3) The fair value is determined based upon Level 2 inputs as the Exchangeable Senior Notes and Notes due 2026 were trading in the private market. (4) The construction loan receivable is categorized as Level 3 and was valued using a yield analysis, which is typically performed for non-credit impaired loans. To determine fair value using a yield analysis, a current price is imputed for the loan based upon an assessment of the expected market yield for a similarly structured loan with a similar level of risk. In the yield analysis, the Company considers the current contractual interest rate, the maturity and other terms of the loan relative to risk of the company and the specific loan. At September 30, 2023 and December 31, 2022, the expected market yield used to determine fair value was 25% . Changes in market yields may change the fair value of the construction loan. Generally, an increase in market yields may result in a decrease in the fair value of the construction loan. Due to the inherent uncertainty of determining the fair value of a loan that does not have a readily available market value, the fair value of the construction loan may fluctuate from period to period. Additionally, the fair value of the construction loan may differ significantly from the value that would have been used had a readily available market existed for such loan and may differ materially from the value that the Company may ultimately realize. |
Common Stock Incentive Plan (Ta
Common Stock Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 nine months ended September 30, 2023 is included in the table below: Weighted- Unvested Average Restricted Grant Date Fair Stock Value Balance at December 31, 2022 34,026 $ 181.08 Granted 35,565 $ 110.88 Vested (9,154) $ 187.00 Forfeited (1) (5,596) $ 115.01 Balance at March 31, 2023 54,841 $ 141.31 Granted 5,055 $ 71.23 Vested (2,811) $ 128.11 Balance at June 30, 2023 57,085 $ 135.75 Granted 150 $ 80.49 Vested (150) $ 80.49 Forfeited (1) (374) $ 135.84 Balance at September 30, 2023 56,711 $ 135.75 (1) Shares that were forfeited to cover the employees’ tax withholding obligation upon vesting or employees’ cessation of employment. |
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 nine months ended September 30, 2023. 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, 2022 83,677 $ 144.30 Granted 61,785 $ 103.60 Balance at March 31, 2023 145,462 $ 127.01 Granted 4,494 $ 71.23 Balance at June 30, 2023 149,956 $ 125.34 Granted — $ - Balance at September 30, 2023 149,956 $ 125.34 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Schedule of future contractual lease payments | Office Lease Year Amount 2023 (three months ending December 31) $ 124 2024 511 2025 526 2026 543 2027 45 Total future contractual lease payments 1,749 Effect of discounting (166) Office lease liability $ 1,583 |
Organization (Details)
Organization (Details) | Sep. 30, 2023 |
Iip Operating Partnership Lp | |
Percentage Leased | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Procedures - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 USD ($) tenant | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) tenant segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Feb. 28, 2023 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2021 | Jun. 30, 2021 USD ($) | Dec. 31, 2018 | |
Tenant improvements | $ 705,300,000 | |||||||||
Number of Reportable Segments | segment | 1 | |||||||||
Depreciation expense | $ 16,500,000 | $ 15,700,000 | $ 49,500,000 | $ 44,400,000 | ||||||
Total investment in property | 2,164,837,000 | 2,164,837,000 | 2,066,282,000 | |||||||
Impairment loss | 0 | 0 | ||||||||
Rental revenue recognized from security deposits applied for rent with tenants in default | 3,100,000 | |||||||||
Rental revenue recognized from security deposits applied for rent with tenants with lease amendments | 2,200,000 | 4,900,000 | ||||||||
Maximum construction loan agreed to lend | $ 18,500,000 | |||||||||
Construction loan funded | 21,556,000 | 21,556,000 | $ 18,021,000 | |||||||
Construction loan, total commitment amount | $ 23,000,000 | $ 23,000,000 | ||||||||
Lease, Practical Expedients, Package [true false] | true | |||||||||
Incremental borrowing rate | 5.50% | 7.25% | ||||||||
Amounts paid and classified as operating activities for the office lease | $ 372,000 | 282,000 | ||||||||
Number of tenants who were in default | tenant | 2 | |||||||||
Number of tenants for whom security deposits were applied | tenant | 3 | 3 | ||||||||
Cannabis cultivation and processing facility, California | ||||||||||
Additional capital commitment | $ 1,000,000 | |||||||||
Additional amount of construction loan | $ 4,500,000 | |||||||||
Adjustment | Accounting Standards Update 2020-06 | ||||||||||
Accumulated deficit | $ 728,000 | |||||||||
Equity Components | $ 1,300,000 | |||||||||
Geographic Concentration Risk | Net real estate held for investment | ||||||||||
Concentration Risk, Threshold Percentage | 5% | 5% | ||||||||
Geographic Concentration Risk | Net real estate held for investment | New York | ||||||||||
Concentration Risk, Threshold Percentage | 5.40% | |||||||||
General and administrative expense | ||||||||||
Office lease expense | $ 121,000 | $ 121,000 | $ 364,000 | $ 344,000 | ||||||
Maximum | ||||||||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||||||||
Building and Improvements | ||||||||||
Property, Plant and Equipment, Useful Life | 40 years | 40 years | ||||||||
Office equipment and furniture and fixtures | Minimum | ||||||||||
Property, Plant and Equipment, Useful Life | 3 years | 3 years | ||||||||
Office equipment and furniture and fixtures | Maximum | ||||||||||
Property, Plant and Equipment, Useful Life | 7 years | 7 years | ||||||||
Construction in Progress | Kings Garden Lawsuit | Kings Garden. | Adjustment | ||||||||||
Total investment in property | $ 51,200,000 | $ 51,200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Procedures - Concentration of Credit Risk (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 lease tenant property | Sep. 30, 2022 tenant lease | Sep. 30, 2023 USD ($) tenant property lease item | Sep. 30, 2022 lease tenant | |
Concentration Risk | ||||
Number of Properties | property | 108 | 108 | ||
Number of states in which properties are owned | item | 19 | |||
Number of tenants | tenant | 29 | 29 | ||
Number of properties lease terminated | property | 2 | 2 | ||
SH Parent, Inc. ("Parallel") | Pennsylvania | Parallel Pennsylvania Litigation | ||||
Concentration Risk | ||||
Number of Properties | property | 1 | 1 | ||
Rental revenue recognized from security deposits applied for rent | $ | $ 1,800,000 | |||
SH Parent, Inc. ("Parallel") | Texas | Parallel Texas Litigation | ||||
Concentration Risk | ||||
Number of Properties | property | 1 | 1 | ||
Rental revenue recognized from security deposits applied for rent | $ | $ 395,000 | |||
Kings Garden Inc. | ||||
Concentration Risk | ||||
Number of properties stipulated rent paid | property | 4 | 4 | ||
Rental revenues (including tenant reimbursements) | Customer concentration | ||||
Concentration Risk | ||||
Number of tenants | tenant | 5 | 5 | 5 | 5 |
Rental revenues (including tenant reimbursements) | Customer concentration | PharmaCann Inc. | ||||
Concentration Risk | ||||
Number of Leases | 11 | 11 | 11 | 11 |
Percentage of Rental Revenue | 15% | 14% | 15% | 14% |
Rental revenues (including tenant reimbursements) | Customer concentration | Ascend Wellness Holdings, Inc. | ||||
Concentration Risk | ||||
Number of Leases | 4 | 4 | 4 | 4 |
Percentage of Rental Revenue | 10% | 10% | 10% | 9% |
Rental revenues (including tenant reimbursements) | Customer concentration | Green Thumb Industries, Inc. | ||||
Concentration Risk | ||||
Number of Leases | 3 | 3 | 3 | |
Percentage of Rental Revenue | 8% | 8% | 8% | |
Rental revenues (including tenant reimbursements) | Customer concentration | SH Parent, Inc. ("Parallel") | ||||
Concentration Risk | ||||
Number of Leases | 4 | 4 | 4 | |
Percentage of Rental Revenue | 10% | 7% | 10% | |
Rental revenues (including tenant reimbursements) | Customer concentration | SH Parent, Inc. ("Parallel") | Parallel Pennsylvania Litigation | ||||
Concentration Risk | ||||
Percentage of Rental Revenue | 6% | |||
Rental revenues (including tenant reimbursements) | Customer concentration | Curaleaf Holdings, Inc. | ||||
Concentration Risk | ||||
Number of Leases | 8 | 8 | ||
Percentage of Rental Revenue | 7% | 7% | ||
Rental revenues (including tenant reimbursements) | Customer concentration | Kings Garden Inc. | ||||
Concentration Risk | ||||
Number of Leases | 6 | |||
Percentage of Rental Revenue | 7% | |||
Rental revenues (including tenant reimbursements) | Customer concentration | Trulieve | ||||
Concentration Risk | ||||
Number of Leases | 6 | 6 | 6 | |
Percentage of Rental Revenue | 7% | 7% | 7% |
Common Stock (Details)
Common Stock (Details) $ in Millions | 1 Months Ended | 9 Months Ended |
Jan. 31, 2023 item shares | Sep. 30, 2023 USD ($) shares | |
Number of shares issued upon conversion | 32,200 | |
Outstanding principal amount | $ | $ 2 | |
At The Market Offerings | ||
Number of shares issued | 0 | |
Number of sales agents | item | 4 | |
At The Market Offerings | Maximum | ||
Maximum number of common stock issuable | 500,000,000 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 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% | 9% |
Preferred Stock, Redemption Price Per Share | $ 25 | |
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. |
Dividends (Details)
Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||||
Oct. 13, 2023 | Sep. 15, 2023 | Jul. 14, 2023 | Jun. 15, 2023 | Apr. 14, 2023 | Mar. 15, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Dividends declared per common share | $ 1.80 | $ 1.80 | $ 1.80 | |||||
Dividends declared per Series A preferred stock | $ 0.5625 | $ 0.5625 | $ 0.5625 | |||||
Dividend amount - Common stock | $ 50,742 | $ 50,725 | $ 151,969 | $ 133,440 | ||||
Dividend amount - Series A preferred stock | $ 338 | $ 338 | $ 1,014 | $ 1,014 | ||||
Subsequent event | ||||||||
Dividend amount - Common stock | $ 50,742 | |||||||
Dividend amount - Series A preferred stock | $ 338 |
Investments in Real Estate (Det
Investments in Real Estate (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) ft² | |
Rentable Square Feet | ft² | 215,000 |
Initial Purchase Price | $ 35,100 |
Transaction Costs | 55 |
Total | 35,155 |
Land | |
Total | 2,600 |
Building and Improvements | |
Total | $ 32,600 |
Susquehanna Street | |
Rentable Square Feet | ft² | 58,000 |
Initial Purchase Price | $ 15,000 |
Transaction Costs | 26 |
Total | $ 15,026 |
Boltonfield Street | |
Rentable Square Feet | ft² | 157,000 |
Initial Purchase Price | $ 20,100 |
Transaction Costs | 29 |
Total | 20,129 |
Agreed funding for redevelopment of building | $ 21,900 |
Investments in Real Estate - In
Investments in Real Estate - Intangible assets and related accumulated amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Acquired In-Place Lease Intangible Assets | ||
Investments in Real Estate | ||
Gross | $ 9,979 | $ 9,979 |
Accumulated amortization | (1,519) | (874) |
Total | 8,460 | 9,105 |
Above-Market Lease | ||
Investments in Real Estate | ||
Gross | 1,054 | 1,054 |
Accumulated amortization | (164) | (95) |
Total | $ 890 | $ 959 |
Investments in Real Estate - Es
Investments in Real Estate - Estimated annual amortization (Details) - Acquired In-Place Lease Intangible Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | ||
2023 (three months ending December 31) | $ 215 | |
2024 | 860 | |
2025 | 860 | |
2026 | 860 | |
2027 | 860 | |
Thereafter | 4,805 | |
Total | $ 8,460 | $ 9,105 |
Investments in Real Estate - Ad
Investments in Real Estate - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jul. 31, 2023 | Mar. 31, 2023 USD ($) property | Feb. 28, 2023 USD ($) | Jan. 31, 2023 | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) item | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Purchase Price | $ 35,100,000 | $ 35,100,000 | ||||||||
Real estate property cost | 111,100,000 | 111,100,000 | ||||||||
Tenant improvements and construction activities funded | 129,500,000 | 129,500,000 | ||||||||
Interest payments | 939,000 | 939,000 | ||||||||
4Front Ventures Corp. | ||||||||||
Percentage of security deposit hold on base rent due from tenant | 50% | |||||||||
Repayment period of tenant | 12 months | |||||||||
Acquired In-Place Lease Intangible Assets | ||||||||||
Initial value | 8,460,000 | 8,460,000 | $ 9,105,000 | |||||||
Amortization expense | 215,000 | $ 215,000 | $ 645,000 | $ 626,000 | ||||||
Weighted-average amortization period (in years) | 9 years 9 months 18 days | |||||||||
Above-Market Lease | ||||||||||
Initial value | $ 890,000 | $ 890,000 | $ 959,000 | |||||||
Amortization period (in years) | 9 years 6 months | 9 years 6 months | ||||||||
Amortization expense | $ 23,000 | $ 23,000 | $ 69,000 | $ 69,000 | ||||||
Holistic | California Property | ||||||||||
Base rent applied from the security deposits (in months) | 8 months | |||||||||
Holistic | Michigan Properties | ||||||||||
Base rent applied from the security deposits (in months) | 9 months | |||||||||
Holistic | California, Maryland, Massachusetts, Michigan and Pennsylvania properties. | ||||||||||
Percent of base rent which is applied from security deposits for lease payments | 100% | |||||||||
Payback of the security deposits (in months) | 12 months | |||||||||
Temescal MA | Massachusetts properties | ||||||||||
Payback of the security deposits (in months) | 12 months | |||||||||
Calyx Peak MO [Member] | Missouri Property | ||||||||||
Percent of base rent deferral under lease | 100% | |||||||||
Payback of the deferred rent (in months) | 12 months | |||||||||
PharmaCann | New York Properties | ||||||||||
Increase amount of tenant improvement allowance | $ 15,000,000 | |||||||||
Tenant improvement allowance | 93,500,000 | |||||||||
Medical Investor Holdings LLC | California Property | ||||||||||
Real Estate Loans Receivable | $ 16,100,000 | $ 16,100,000 | ||||||||
Extension Term | 12 months | |||||||||
Minimum Principal Balance Payment | $ 500,000 | $ 500,000 | ||||||||
Number of Options to Extend | item | 2 | |||||||||
Accumulated depreciation | 1,500,000 | 1,500,000 | ||||||||
Number of properties sold | property | 4 | |||||||||
Contracted sale price of properties disposed | $ 16,200,000 | |||||||||
Medical Investor Holdings LLC | Land | California Property | ||||||||||
Gross carrying value | 3,400,000 | 3,400,000 | ||||||||
Medical Investor Holdings LLC | Building and Improvements | California Property | ||||||||||
Gross carrying value | $ 13,900,000 | $ 13,900,000 | ||||||||
Ascend Wellness Holdings, Inc. | New Jersey properties | ||||||||||
Increase amount of tenant improvement allowance | 15,000,000 | |||||||||
Tenant improvement allowance | 19,600,000 | |||||||||
Goodness Growth Holdings Inc. | New York Properties | ||||||||||
Increase amount of tenant improvement allowance | 4,000,000 | |||||||||
Tenant improvement allowance | $ 53,400,000 |
Investments in Real Estate - Fu
Investments in Real Estate - Future Contractual Minimum Rent (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Contractual Minimum Rent | |
2023 (three months ending December 31) | $ 71,899 |
2024 | 296,878 |
2025 | 305,612 |
2026 | 314,670 |
2027 | 324,001 |
Thereafter | 4,167,626 |
Total | $ 5,480,686 |
Debt - Exchangeable Senior Note
Debt - Exchangeable Senior Notes - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) | |
Principal amount | $ 304,436,000 | |||
Number of shares issued upon conversion | shares | 32,200 | |||
Gain on exchange of debt | $ 22,000 | |||
Threshold Limit of Convertible Debt for Issue of Shares | 1,300,000 | |||
Outstanding principal amount | 2,000,000 | |||
Exchange of Exchangeable Senior Notes | $ 17,000 | 1,964,000 | $ 26,682,000 | |
Additional Paid-In-Capital | ||||
Exchange of Exchangeable Senior Notes | $ 17,000 | 1,964,000 | $ 26,682,000 | |
Exchangeable Senior Notes | ||||
Principal amount | $ 4,436,000 | $ 6,436,000 | ||
Interest rate | 3.75% | |||
Number of shares issued upon conversion | shares | 265 | 32,200 | 413,166 | |
Outstanding principal amount | $ 17,000 | $ 2,000,000 | $ 26,900,000 | |
Loss on exchange of Exchangeable Senior Notes | 125,000 | |||
Exchange of Exchangeable Senior Notes | $ 17,000 | $ 26,700,000 | ||
Exchangeable Senior Notes | Accounts payable and accrued expenses | ||||
Accrued interest payable | $ 7,000 | $ 70,000 | ||
Exchangeable Senior Notes | Common Stock | ||||
Exchange rate | 17.06090 | |||
Amount converted | $ 1,000 | |||
Exchange price | $ / shares | $ 58.61 |
Debt - Exchangeable Senior No_2
Debt - Exchangeable Senior Notes - Interest expense (Details) - Exchangeable Senior Notes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash coupon | $ 41 | $ 60 | $ 140 | $ 391 |
Amortization of issuance cost | 9 | 12 | 29 | 83 |
Capitalized interest | (2) | (2) | ||
Total interest expense | $ 48 | $ 72 | $ 167 | $ 474 |
Debt - Exchangeable Senior No_3
Debt - Exchangeable Senior Notes - Carrying value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Principal amount | $ 304,436 | |
Exchangeable Senior Notes | ||
Principal amount | 4,436 | $ 6,436 |
Unamortized issuance cost | (13) | (56) |
Carrying value | $ 4,423 | $ 6,380 |
Debt - Notes due 2026 (Details)
Debt - Notes due 2026 (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
May 25, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Principal amount | $ 304,436 | ||
Notes due 2026 | |||
Principal amount | $ 300,000 | $ 300,000 | $ 300,000 |
Interest rate | 5.50% | ||
Issuance costs | $ 6,800 | ||
Notes due 2026 | Minimum | |||
Debt instrument change in debt rating interest rate | 6% | ||
Notes due 2026 | Maximum | |||
Debt instrument change in debt rating interest rate | 6.50% | ||
Notes due 2026 | Redeemed Prior To February 25, 2026 | |||
Percentage of principal amount redeemed | 100% | ||
Notes due 2026 | Redeemed On Or After February 25, 2026 | |||
Percentage of principal amount redeemed | 100% | ||
Notes due 2026 | Accounts payable and accrued expenses | |||
Accrued interest payable | $ 6,200 | $ 2,100 |
Debt - Notes due 2026 - Interes
Debt - Notes due 2026 - Interest expense (Details) - Notes due 2026 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash coupon | $ 4,125 | $ 4,125 | $ 12,375 | $ 12,375 |
Amortization of issuance cost | 335 | 316 | 992 | 934 |
Capitalized interest | (178) | (212) | ||
Total interest expense | $ 4,282 | $ 4,441 | $ 13,155 | $ 13,309 |
Debt - Notes due 2026 - Carryin
Debt - Notes due 2026 - Carrying value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | May 25, 2021 |
Principal amount | $ 304,436 | ||
Notes due 2026 | |||
Principal amount | 300,000 | $ 300,000 | $ 300,000 |
Unamortized issuance cost | (3,893) | (4,885) | |
Carrying value | $ 296,107 | $ 295,115 |
Debt - Principal Payments (Deta
Debt - Principal Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt | |
2024 | $ 4,436 |
2026 | 300,000 |
Total | $ 304,436 |
Net Income Per Share - Addition
Net Income Per Share - Additional information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Dilutive effect of Exchangeable Senior Notes | 75,682 | 100,799 | 83,007 | 235,753 |
PSUs | ||||
Antidilutive securities excluded from computation | 0 | 0 | 0 | 0 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Income Per Share | ||||
Net income | $ 41,594 | $ 37,616 | $ 123,955 | $ 112,880 |
Preferred stock dividends | (338) | (338) | (1,014) | (1,014) |
Distribution to participating securities | (372) | (213) | (1,106) | (622) |
Net income attributable to common stockholders used to compute net income per share - basic | 40,884 | 37,065 | 121,835 | 111,244 |
Dilutive effect of Exchangeable Senior Notes | 50 | 72 | 169 | 474 |
Net income attributable to common stockholders used to compute net income per share - diluted | $ 40,934 | $ 37,137 | $ 122,004 | $ 111,718 |
Weighted-average common shares outstanding: | ||||
Basic | 27,983,004 | 27,938,568 | 27,971,544 | 27,144,953 |
Restricted stock and RSUs | 206,919 | 118,567 | 193,503 | 115,445 |
Dilutive effect of Exchangeable Senior Notes | 75,682 | 100,799 | 83,007 | 235,753 |
Diluted | 28,265,605 | 28,157,934 | 28,248,054 | 27,496,151 |
Net income attributable to common stockholders per share: | ||||
Basic | $ 1.46 | $ 1.33 | $ 4.36 | $ 4.10 |
Diluted (in dollars per share) | $ 1.45 | $ 1.32 | $ 4.32 | $ 4.06 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) $ in Thousands | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Investments, Carrying Value | $ 41,885 | $ 200,935 |
Investments as cash equivalents, Carrying Value | 20,100 | |
Exchangeable Senior Notes, Carrying Value | 4,423 | 6,380 |
Notes due 2026, Carrying Value | 296,107 | 295,115 |
Construction loan receivable | 21,556 | 18,021 |
Investments, Fair Value | 41,880 | 200,715 |
Investments as cash equivalents, Fair Value | 20,091 | |
Exchangeable Senior Notes, Fair Value | 5,577 | 10,282 |
Notes due 2026, Fair Value | 268,611 | 264,234 |
Construction Loan, Fair Value | $ 26,362 | $ 20,167 |
Expected market yield | ||
Loan Receivable, Measurement Input | 0.25 | 0.25 |
Common Stock Incentive Plan - A
Common Stock Incentive Plan - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 31, 2022 | Jan. 31, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted Shares | ||||||||
Unrecognized compensation cost | $ 5.2 | $ 5.2 | ||||||
Amortization period | 1 year 9 months 18 days | |||||||
Fair value of restricted stock | $ 1.7 | |||||||
Granted | 150 | 5,055 | 35,565 | |||||
RSUs | ||||||||
Unrecognized compensation cost | $ 7.3 | $ 7.3 | ||||||
Amortization period | 1 year 10 months 24 days | |||||||
Granted | 4,494 | 61,785 | ||||||
PSUs | ||||||||
Amortization period | 1 year 2 months 12 days | |||||||
Granted | 102,641 | 70,795 | ||||||
Stock-based compensation expense | 2.7 | $ 8 | $ 2.7 | $ 8 | ||||
Remaining unrecognized compensation | $ 9.3 | $ 9.3 | ||||||
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 | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares, Beginning Balance | 57,085 | 54,841 | 34,026 |
Granted | 150 | 5,055 | 35,565 |
Vested | (150) | (2,811) | (9,154) |
Forfeited | (374) | (5,596) | |
Shares, Ending Balance | 56,711 | 57,085 | 54,841 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ 135.75 | $ 141.31 | $ 181.08 |
Weighted-Average Grant Date Fair Value, Granted | 80.49 | 71.23 | 110.88 |
Weighted-Average Grant Date Fair Value, Vested | 80.49 | 128.11 | 187 |
Weighted-Average Grant Date Fair Value, Forfeited | 135.84 | 115.01 | |
Weighted-Average Grant Date Fair Value, Ending Balance | $ 135.75 | $ 135.75 | $ 141.31 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares, Beginning Balance | 149,956 | 145,462 | 83,677 |
Granted | 4,494 | 61,785 | |
Shares, Ending Balance | 149,956 | 149,956 | 145,462 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ 125.34 | $ 127.01 | $ 144.30 |
Weighted-Average Grant Date Fair Value, Granted | 71.23 | 103.60 | |
Weighted-Average Grant Date Fair Value, Ending Balance | $ 125.34 | $ 125.34 | $ 127.01 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Commitments and Contingencies | |
2023 (three months ending December 31) | $ 124 |
2024 | 511 |
2025 | 526 |
2026 | 543 |
2027 | 45 |
Total future contractual lease payments | 1,749 |
Effect of discounting | (166) |
Office lease liability | $ 1,583 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Oct. 31, 2023 USD ($) | Aug. 16, 2023 item | Aug. 04, 2023 USD ($) property | Sep. 30, 2023 USD ($) item property | Jun. 30, 2022 item | Sep. 30, 2023 USD ($) item property | Dec. 31, 2022 USD ($) | Jul. 31, 2022 lease | |
Other Commitments [Line Items] | ||||||||
Number of Projects | item | 2 | |||||||
Construction in progress | $ 107,772,000 | $ 107,772,000 | $ 54,106,000 | |||||
Amended Class Action Lawsuit | ||||||||
Other Commitments [Line Items] | ||||||||
Amount accrued | 0 | 0 | ||||||
Derivative Action Lawsuit | ||||||||
Other Commitments [Line Items] | ||||||||
Amount accrued | 0 | 0 | ||||||
Kings Garden Lawsuit | ||||||||
Other Commitments [Line Items] | ||||||||
Number of leased properties | lease | 6 | |||||||
Number of Projects | item | 1 | |||||||
Funds recovered | 4,200,000 | $ 19,800,000 | ||||||
Remaining additional costs paid | $ 750,000 | |||||||
Number of construction project under investigation | item | 1 | 1 | ||||||
Number of lease hold properties vacated | property | 4 | |||||||
Damages and attorneys' fees awarded | $ 6,000,000 | |||||||
Amortization of litigation damages | $ 193,000 | |||||||
Term of amortization of litigation damages | 3 years | |||||||
Parallel Pennsylvania Litigation | ||||||||
Other Commitments [Line Items] | ||||||||
Damages and attorneys' fees awarded | $ 15,500,000 | |||||||
Green Peak Michigan Litigation | ||||||||
Other Commitments [Line Items] | ||||||||
Number of leases retail properties | property | 2 | 2 | ||||||
Kings Garden. | Kings Garden Lawsuit | ||||||||
Other Commitments [Line Items] | ||||||||
Construction in progress | $ 28,900,000 | $ 28,900,000 | $ 33,200,000 | |||||
Commitments related to improvement allowances | ||||||||
Other Commitments [Line Items] | ||||||||
Other Commitment | 17,200,000 | 17,200,000 | ||||||
Commitments related to construction loan | ||||||||
Other Commitments [Line Items] | ||||||||
Other Commitment | $ 1,400,000 | $ 1,400,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Oct. 31, 2023 | Feb. 28, 2023 | Nov. 02, 2023 | Oct. 23, 2023 | |
Goodness Growth Holdings Inc. | New York Properties | ||||
Subsequent Event [Line Items] | ||||
Increase amount of tenant improvement allowance | $ 4 | |||
Tenant improvement allowance | $ 53.4 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Aggregate commitments | $ 30 | |||
Outstanding amount | $ 0 | |||
Subsequent Event | Goodness Growth Holdings Inc. | New York Properties | ||||
Subsequent Event [Line Items] | ||||
Increase amount of tenant improvement allowance | $ 14 | |||
Tenant improvement allowance | $ 67.4 | |||
Term of prepaid lease rent | 3 months |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 41,594 | $ 37,616 | $ 123,955 | $ 112,880 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |