10-Q 1 iipr-20230930x10q.htm 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________

Commission file number: 001-37949

Innovative Industrial Properties, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

81-2963381

(State or other jurisdiction of incorporation or

(I.R.S. Employer Identification No.) 

organization) 

1389 Center Drive, Suite 200

Park City, UT 84098

(858) 997-3332

(Address of principal executive offices)

(Registrant’s telephone number)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Title of each class

 

Trading Symbols (s)

 

Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

IIPR

 

New York Stock Exchange

Series A Preferred Stock, par value $0.001 per share

 

IIPR-PA

 

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes      No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes      No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

 

 

 

Emerging growth company 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of November 2, 2023 there were 28,039,830 shares of common stock outstanding.

INNOVATIVE INDUSTRIAL PROPERTIES, INC.

FORM 10-Q – QUARTERLY REPORT

SEPTEMBER 30, 2023

TABLE OF CONTENTS

PART I

Item 1.

Financial Statements (Unaudited)

3

 

Condensed Consolidated Balance Sheets

3

 

Condensed Consolidated Statements of Income

4

 

Condensed Consolidated Statements of Stockholders’ Equity

5

 

Condensed Consolidated Statements of Cash Flows

6

 

Notes to the Condensed Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

26

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

40

Item 4.

Controls and Procedures

40

PART II

Item 1.

Legal Proceedings

42

Item 1A.

Risk Factors

42

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

43

Item 3.

Defaults Upon Senior Securities

43

Item 4.

Mine Safety Disclosures

43

Item 5.

Other Information

43

Item 6.

Exhibits

44

2

PART I

ITEM 1. FINANCIAL STATEMENTS

Innovative Industrial Properties, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share amounts)

    

September 30, 

    

December 31, 

Assets

2023

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 and stockholders’ equity

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

See the accompanying notes to the condensed consolidated financial statements.

3

Innovative Industrial Properties, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except share and per share amounts)

    

For the Three Months Ended

    

For the Nine Months Ended

September 30, 

September 30, 

    

2023

    

2022

    

2023

    

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

$

1.46

$

1.33

$

4.36

$

4.10

Diluted

$

1.45

$

1.32

$

4.32

$

4.06

Weighted-average shares outstanding:

 

 

 

 

Basic

 

27,983,004

 

27,938,568

 

27,971,544

 

27,144,953

Diluted

 

28,265,605

 

28,157,934

 

28,248,054

 

27,496,151

See accompanying notes to the condensed consolidated financial statements.

4

Innovative Industrial Properties, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands, except share amounts)

Three Months Ended September 30, 2023

Three Months Ended September 30, 2022

Series A

Shares of

Additional

Dividends in

Total

Series A

Shares of

Additional

Dividends in

Total

Preferred

Common

Common

Paid-In-

Excess of

Stockholders’

Preferred

Common

Common

Paid-In

Excess of

Stockholders’

    

Stock

    

Stock

    

Stock

    

Capital

    

Earnings

    

Equity

    

Stock

    

Stock

    

Stock

    

Capital

    

Earnings

    

Equity

Balances at beginning of period

$

14,009

 

28,040,054

$

28

$

2,076,357

$

(137,174)

$

1,953,220

$

14,009

27,973,429

$

28

$

2,056,568

$

(94,833)

$

1,975,772

Net income

41,594

41,594

37,616

37,616

Forfeitures of unvested restricted stock, net of issuance

(224)

Exchange of Exchangeable Senior Notes

265

17

17

Payment of common stock offering costs

(28)

(28)

Preferred stock dividends

(338)

(338)

(338)

(338)

Common stock dividends

(50,741)

(50,741)

(50,503)

(50,503)

Stock-based compensation

4,934

4,934

4,379

4,379

Balances at end of period

$

14,009

 

28,039,830

$

28

$

2,081,291

$

(146,659)

$

1,948,669

$

14,009

27,973,694

$

28

$

2,060,936

$

(108,058)

$

1,966,915

Nine Months Ended September 30, 2023

Nine Months Ended September 30, 2022

Series A

Shares of

Additional

Dividends in

Total

Series A

Shares of

Additional

Dividends in

Total

Preferred

Common

Common

Paid-In

Excess of

Stockholders’

Preferred

Common

Common

Paid-In

Excess of

Stockholders’

    

Stock

    

Stock

    

Stock

    

Capital

    

Earnings

    

Equity

    

Stock

    

Stock

    

Stock

    

Capital

    

Earnings

    

Equity

Balances at beginning of period

$

14,009

 

27,972,830

$

28

$

2,065,248

$

(117,392)

$

1,961,893

$

14,009

25,612,541

$

26

$

1,672,882

$

(75,218)

$

1,611,699

Adjustment to opening balance upon adoption of ASU 2020-06 (Note 2)

(1,340)

728

(612)

Net income

123,955

123,955

112,880

112,880

Issuance of unvested restricted stock, net of forfeitures

34,800

(568)

(568)

15,174

(2,441)

(2,441)

Exchange of Exchangeable Senior Notes

32,200

1,964

1,964

413,166

26,682

26,682

Net proceeds from sale of common stock

1,932,813

2

351,958

351,960

Preferred stock dividends

(1,014)

(1,014)

(1,014)

(1,014)

Common stock dividends

(152,208)

(152,208)

(145,434)

(145,434)

Stock-based compensation

14,647

14,647

13,195

13,195

Balances at end of period

$

14,009

 

28,039,830

$

28

$

2,081,291

$

(146,659)

$

1,948,669

$

14,009

27,973,694

$

28

$

2,060,936

$

(108,058)

$

1,966,915

See accompanying notes to the condensed consolidated financial statements.

5

Innovative Industrial Properties, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

For the Nine Months Ended

September 30, 

    

2023

    

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

See accompanying notes to the condensed consolidated financial statements.

6

Innovative Industrial Properties, Inc.

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

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.

2. Summary of Significant Accounting Policies and Procedures

Basis of Presentation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements.

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. We have combined $705.3 million of “Tenant improvements” as of December 31, 2022, which represented building improvements in which we are considered to be the accounting owner, with “Building and improvements” in our consolidated balance sheets to conform to the current period presentation as of September 30, 2023. There was no change to “Total real estate, at cost”.

Federal Income Taxes. We believe that we have operated our business so as to qualify to be taxed as a REIT for U.S. federal income tax purposes. Under the REIT operating structure, we are permitted to deduct dividends paid to our stockholders in determining our taxable income. Assuming our dividends equal or exceed our taxable net income, we generally will not be required to pay federal corporate income taxes on such income. The income taxes recorded on our condensed consolidated statements of income represent amounts paid for city and state income and franchise taxes and are included in general and administrative expenses in the accompanying condensed consolidated statements of income.

Use of Estimates. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results may differ materially from these estimates and assumptions. The most significant estimates and assumptions made include determination of lease accounting, fair value of acquisition of real estate properties and valuation of stock-based compensation.

7

Reportable Segment. We are engaged in the business of providing real estate for the regulated cannabis industry. Our properties are similar in that they are leased to the state-licensed operators on a long-term triple-net basis, consist of improvements that are reusable and have similar economic characteristics. Our chief operating decision maker reviews financial information for our entire consolidated operations when making decisions related to assessing our operating performance. We have aggregated the properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities, including the fact that they are operated using consistent business strategies. The financial information disclosed herein represents all of the financial information related to our one reportable segment.

Acquisition of Real Estate Properties. Our investment in real estate is recorded at historical cost, less accumulated depreciation. Upon acquisition of a property, the tangible and intangible assets acquired and liabilities assumed are initially measured based upon their relative fair values. We estimate the fair value of land by reviewing comparable sales within the same submarket and/or region. We estimate the fair value of buildings and improvements as if the property was vacant, taking into consideration current replacement costs and other relevant market rate information and may engage third-party valuation specialists. Acquisition costs are capitalized as incurred. All of our acquisitions to date were recorded as asset acquisitions.

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. When a real estate asset is sold, we evaluate the provisions of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) to determine whether the asset is within the scope of ASC 610-20, including an evaluation of whether the asset being sold is a nonfinancial asset and whether the buyer has gained control of an asset within the scope of ASC 610-20. In assessing whether the buyer has gained control of the asset, we must determine whether the contract criteria in ASC 606, Revenue from Contracts with Customers (Topic 606) have been met, including 1) the parties to the contract have approved the contract and the contract has commercial substance, 2) we can identify each party’s rights regarding the asset to be transferred, 3) we can identify the payment terms for the asset to be transferred, and 4) it is probable that we will collect substantially all of the consideration to which we will be entitled in exchange for the asset to be transferred. If all of the contract criteria have been met, the carrying amount of the applicable asset is derecognized with a corresponding gain or loss from the sale recognized in our consolidated statements of income. If the contract criteria are not all met, the asset transferred is not derecognized and we continue to report the asset in our condensed consolidated balance sheet. See Note 6 “Investments in Real Estate - Property Disposition” for further information.

Cost Capitalization and Depreciation. We capitalize costs associated with development and redevelopment activities and improvements when we are considered to be the accounting owner of the resulting assets. The development and redevelopment activities may be funded by us pursuant to the lease. We are generally considered the accounting owner for such improvements that are attached to or built into the premises, which are required under the lease to be surrendered to us upon the expiration or earlier termination of the lease. Typically, such improvements include, but are not limited to, ground up development, and enhanced HVAC, plumbing, electrical and other building systems.

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 to seven years. We depreciate the leasehold improvements at our corporate office over the shorter of the estimated useful lives or the remaining lease term. Depreciation expense relating to our corporate assets is included in general and administrative expense in our condensed consolidated statements of income.

8

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. On a quarterly basis, we review current activities and changes in the business conditions of all of our properties prior to and subsequent to the end of each quarter to determine the existence of any triggering events or impairment indicators requiring an impairment analysis. If triggering events or impairment indicators are identified, we review an estimate of the future undiscounted cash flows for the properties.

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. Our leases are triple-net leases, an arrangement under which the tenant maintains the property while paying us rent. We account for our current leases as operating leases and record revenue for each of our properties on a cash basis due to the uncertain regulatory environment in the United States pertaining to the regulated cannabis industry, the limited operating history of certain tenants and the resulting uncertainty of collectability of lease payments from each tenant over the duration of the lease term. Contractually obligated reimbursements from tenants for recoverable real estate taxes, insurance and operating expenses are included in rental revenues in the period when such costs are reimbursed by the tenants. Contractually obligated real estate taxes that are paid directly by the tenant to the tax authorities are not reflected in our condensed consolidated financial statements.

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 June 2021, we executed a construction loan agreement with a developer, pursuant to which we agreed to lend up to $18.5 million for the development of a regulated cannabis cultivation and processing facility in California. We have an option to purchase the property, and may execute a negotiated lease with an affiliate of the developer or with another third party, if we determine to exercise our purchase option. 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. As of September 30, 2023, we had funded approximately $21.6 million of the $23.0 million total commitment.

9

Cash and Cash Equivalents. We consider all highly-liquid investments with original maturities of three months or less to be cash equivalents, which is comprised of short-term money market funds, obligations of the U.S. government and certificates of deposit with an original maturity at the time of purchase of less than or equal to three months.

Restricted Cash. Restricted cash relates to cash held in escrow accounts for future draws for improvements for tenants in accordance with certain lease agreements.

Investments. Investments consist of obligations of the U.S. government and certificates of deposit with an original maturity at the time of purchase of greater than three months. Investments are classified as held-to-maturity and stated at amortized cost.

Exchangeable Notes. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models, and convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature, will no longer be allocated between debt and equity components. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. We adopted ASU 2020-06 on January 1, 2022 and recognized a cumulative-effect adjustment of approximately $728,000 to the opening balance of retained earnings and derecognized approximately $1.3 million of the remaining equity component relating to the outstanding principal balance of our Exchangeable Senior Notes (as defined below) at the date of adoption.

Deferred Financing Costs. The deferred financing costs that are included as a reduction in the net book value of the related liability on our condensed consolidated balance sheets reflect issuance and other costs related to our debt obligations. These costs are amortized as non-cash interest expense using the effective interest method over the life of the related obligations.

Stock-Based Compensation. Stock-based compensation for equity awards is based on the grant date fair value of the equity awards and is recognized over the requisite service or performance period. If awards are forfeited prior to vesting, we reverse any previously recognized expense related to such awards in the period during which the forfeiture occurs and reclassify any non-forfeitable dividends and dividend equivalents previously paid on these awards from retained earnings to compensation expense. Forfeitures are recognized as incurred. Certain equity awards are subject to vesting based upon the satisfaction of various market conditions. Forfeiture of share awards with market-based restrictions does not result in a reversal of previously recognized share-based compensation expense.

Lease Accounting. We elected the practical expedient not to separate certain non-lease components from the lease component if the timing and pattern of transfer are the same for the non-lease component and associated lease component, and the lease component would be classified as an operating lease if accounted for separately. We also elected the short-term lease exception for lessees for leases that are less than 12 months. As lessee, we recognized a liability to account for our future obligations and a corresponding right-of-use asset related to our corporate office lease. The lease liability was initially measured based on the present value of the future lease payments discounted using the estimated incremental borrowing rate of 7.25%, which was the interest rate that we estimate we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments. In November 2021, we amended the lease to extend the term from April 2025 to January 2027 in connection with an expansion of the leased space which did not commence until February 2022. As a result of the lease amendment, we re-measured the lease liability relating to the existing lease space and measured the lease liability to the expansion space based on the present value of the respective future lease payments (excluding the extension option that we are not reasonably certain to exercise), discounted using the estimated incremental borrowing rate of 5.5%, which was the interest rate at that time that we estimate we would have had to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments. Subsequently, the lease liability is accreted by applying a discount rate established at the lease commencement date to the lease liability balance as of the beginning of the period and is reduced by the payments made during the period.

The right-of-use asset is measured based on the corresponding lease liability. We did not incur any initial direct leasing costs 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.

10

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. As of September 30, 2023, we owned 108 properties located in 19 states and leased to 29 tenants. The ability of any of our tenants to honor the terms of their leases is dependent upon the economic, regulatory, competition, natural and social factors affecting the community in which that tenant operates.

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

%

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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.

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.

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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 of 9.00% Series A Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”). The Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such Series A Preferred Stock up to, but excluding the redemption date. Holders of the Series A Preferred Stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances.

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

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):

13