SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2019
Innovative Industrial Properties, Inc.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
11440 West Bernardo Court, Suite 220
San Diego, California 92127
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (858) 997-3332
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities Registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.001 per share||IIPR||New York Stock Exchange|
|Series A Preferred Stock, par value $0.001 per share||IIPR-PA||New York Stock Exchange|
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
Amendments to Director Compensation Policy
On May 22, 2019, the Board of Directors (the “Board”) of Innovative Industrial Properties, Inc. (the “Company”) approved revisions to the Company’s Director Compensation Policy effective as of May 21, 2019 (the “Director Compensation Policy”). Under the revised Director Compensation Policy, each of the Company’s non-employee directors receives an annual fee of $50,000 in cash (except in the case of Mr. Kreitzer, who serves as vice chairman of the Board and receives an annual retainer of $100,000 in cash) and an annual retainer of $80,000 payable in restricted shares of common stock under the Company’s 2016 Omnibus Incentive Plan (the “Plan”) (except in the case of Mr. Kreitzer, who receives an annual retainer of $100,000 payable in restricted shares of common stock under the Plan), which vest in their entirety one year from the date of grant. The audit committee chair receives an additional annual retainer of $10,000 in cash and any other committee chair receives an additional annual retainer of $5,000 in cash. All members of the Board continue to be reimbursed for their costs and expenses in attending Board meetings.
The Company also will grant $80,000 in restricted shares of common stock under the Plan to each non-employee director who is initially elected or appointed to the Board on the date of such initial election or appointment, which vest in their entirety one year from the date of grant.
Directors who are employees of the Company or its subsidiaries do not receive compensation for their service as directors.
A copy of the Director Compensation Policy is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Director Compensation Policy is qualified in its entirety by reference to the full text of the Director Compensation Policy.
|Item 5.07||Submission of Matters to a Vote of Security Holders.|
On May 22, 2019, the Company held its Annual Meeting of Stockholders, at which the stockholders voted on proposals as follows:
Proposal 1: Election of five directors, each to serve until the 2020 annual meeting of stockholders and until his successor is duly elected and qualified.
|Votes For||Votes Withheld||Broker Non-Votes|
Proposal 2: Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
|Votes For||Votes Against||Abstentions|
|Item 7.01||Regulation FD Disclosure.|
On May 23, 2019, the Company posted an investor presentation to its website located at http://investors.innovativeindustrialproperties.com/. A copy of the investor presentation is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1 referenced herein, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|Item 9.01||Financial Statements and Exhibits.|
Description of Exhibit
|10.1||Director Compensation Policy.|
|99.1||Innovative Industrial Properties, Inc. Investor Presentation, dated May 23, 2019.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: May 23, 2019||INNOVATIVE INDUSTRIAL PROPERTIES, INC.|
/s/ Catherine Hastings
Chief Financial Officer, Chief Accounting
Officer and Treasurer
Director Compensation Policy
Members of the board of directors (the “ Board ”) of Innovative Industrial Properties, Inc. (the “ Company ”) who are not employees of the Company or any of its subsidiaries (each a “ Non-Employee Director ”) shall be eligible to receive cash and equity compensation as set forth in this Director Compensation Policy. The cash compensation and restricted stock grants described in this Director Compensation Policy shall be paid or be made, as applicable, automatically and without further action of the Board or its Compensation Committee, to each Non-Employee Director who may be eligible to receive such cash compensation or restricted stock unless such Non-Employee Director declines the receipt of such cash compensation or restricted stock by notice to the Company. This Director Compensation Policy shall be effective retroactive to May 21, 2019 and shall remain in effect until it is revised or rescinded by further action of the Board or its Compensation Committee.
|1.||Cash Compensation and Reimbursement of Expenses .|
(a) Annual Fee . Each Non-Employee Director, other than the Vice Chairman, shall be eligible to receive an annual fee of $50,000 for service on the Board. The Vice Chairman shall be eligible to receive an annual fee of $100,000 for service on the Board. The Non-Employee Director who regularly chairs the Audit Committee of the Board shall be eligible to receive an additional annual fee of $10,000, and each Non-Employee Director who regularly chairs any other committee of the Board shall be eligible to receive an additional annual fee of $5,000 for each committee chaired. The fees shall be payable in equal quarterly installments in arrears on or about January 15, April 15, July 15 and October 15 of each year.
(b) Reimbursement of Expenses . Non-Employee Directors shall be eligible for reimbursement for reasonable expenses incurred to attend Board and committee meetings.
|2.||Equity Compensation .|
(a) A person who is initially elected to the Board who is a Non-Employee Director at the time of such initial election automatically shall be granted such number of shares of Stock of the Company pursuant to the Company’s 2016 Omnibus Incentive Plan (the “ Plan ”) on the date of such initial election as is determined by dividing $80,000 by the Fair Market Value per share of the Company's Stock on the date of such grant (subject to adjustment as provided in the Plan). If a person is initially elected to the Board as a Non-Employee Director on the date of an annual meeting of the Company's stockholders, such Non-Employee Director shall only receive an award of Stock pursuant to paragraph (b) below on the date of such annual meeting of the Company's stockholders and shall not also receive an award pursuant to this paragraph (a).
(b) Each Non-Employee Director, other than the Vice Chairman, shall be granted such number of shares of Stock on the date of each annual meeting of the Company's stockholders (including the annual meeting at which the Non-Employee Director is initially elected to the Board as a Non-Employee Director), as is determined by dividing $80,000 by the Fair Market Value per share of the Company's Stock on the date of such grant (subject to adjustment as provided in the Plan). The Vice Chairman shall be granted such number of shares of Stock on the date of each annual meeting of the Company's stockholders as is determined by dividing $100,000 by the Fair Market Value per share of the Company's Stock on the date of such grant (subject to adjustment as provided in the Plan).
(c) The purchase price per share of any awards of Stock granted hereunder shall be the par value per share of the Stock. Unless otherwise determined by the Administrator, in the event of a Non-Employee Director's termination of service as a Director for any reason, shares of Stock granted hereunder that are at that time subject to restrictions shall be forfeited. Such forfeiture restriction shall lapse on the first anniversary of
(d) the date of issuance of such Stock with respect to all of the shares of Stock granted, subject to a Non-Employee Director's continued service as a Director on such date.
(e) Capitalized terms not defined herein have the meanings ascribed to them in the Plan.
INNOVATIVE INDUSTRIAL PROPERTIES Leading Provider Of Real Estate Capital For The Medical - Use Cannabis Industry NYSE: IIPR www.innovativeindustrialproperties.com Posted on May 23, 2019
This presentation and our associated comments include "forward - looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) that are subject to r isk s and uncertainties. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward - looking statements. Likewise, our stat ements regarding anticipated growth in our funds from operations and anticipated market and regulatory conditions, our strategic direction, our dividend rate and policy, demograph ics , results of operations, plans and objectives are forward - looking statements. Forward - looking statements involve numerous risks and uncertainties, and you should not rely on them as pred ictions of future events. Forward - looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not gu arantee that the transactions and events described will happen as described (or that they will happen at all). You can identify forward - looking statements by the use of forward - lo oking terminology such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates" or "anticipates" or the negative of these words and phras es or similar words or phrases. You can also identify forward - looking statements by discussions of strategy, plans or intentions. The following factors, among others, could cause actual r esu lts and future events to differ materially from those set forth or contemplated in the forward - looking statements: our business and investment strategy; our projected operating results; action s and initiatives of the U.S. or state governments and changes to government policies and the execution and impact of these actions, initiatives and policies, including the fact th at cannabis remains illegal under federal law; availability of suitable investment opportunities in the medical - use cannabis industry; concentration of our portfolio of assets and limited num ber of tenants; our understanding of our competition and our potential tenants' alternative financing sources; the estimated growth in and evolving market dynamics of the medical - use cannab is market; the demand for medical - use cannabis cultivation and processing facilities; the expected medical - use or adult - use cannabis legalization in certain states; shifts in public opinion regarding medical - use cannabis; the state of the U.S. economy generally or in specific geographic areas; economic trends and economic recoveries; our ability to access equity or debt capital; financing rates for our assets; our expected leverage; changes in the values of our assets; our portfolio of assets; our investments; interest rate mismatches between our as sets and our borrowings used to fund such investments; changes in interest rates and the market value of our assets; rates of default on leases for our assets; the degree to which any interest rate or other hedging strategies may or may not protect us from interest rate volatility; impact of and changes in governmental regulations, tax law and rates, accounting gu ida nce and similar matters; our ability to maintain our qualification as a real estate investment trust for U.S. federal income tax purposes; our ability to maintain our exemption f rom registration under the Investment Company Act of 1940; availability of qualified personnel; and market trends in our industry, interest rates, real estate values, the securities ma rke ts or the general economy. The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performa nce . In addition, we discussed a number of material risks in our Annual Report on Form 10 - K for the year ended December 31, 2018, as updated in Part II – Item 1A of our Quarterly Report on Form 10 - Q for the quarter ended March 31, 2019. Those risks continue to be relevant to our performance and financial condition. Moreover, we operate in a very competitive an d r apidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all su ch risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward - looking statements. Any forward - looking statement made by us speaks only of the date on which we make it. We undertake no obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Stockholders and investors are cautioned not to unduly rely on such forward - looking statements when evaluating the information presented in our filings and reports. Market and industry data are included in this presentation. We have obtained substantially all of this information from interna l studies, public filings, other independent published industry sources and market studies prepared by third parties. We believe these internal studies, public filings, other independent publ ished industry sources and market studies prepared by third parties are reliable. However, this information may prove to be inaccurate. No representation or warranty is made as to the ac curacy of such information. Notice to Investors & Forward - Looking Statements
ALAN GOLD, EXECUTIVE CHAIRMAN Co - founder of BioMed Realty (formerly NYSE: BMR) and Alexandria Real Estate (NYSE: ARE) PAUL SMITHERS, PRESIDENT & CEO 35+ years of legal and regulatory experience CATHERINE HASTINGS, CFO, CAO & TRESAURER 20 years of accounting and real estate experience - former VP, Internal Audit of BioMed Realty The Team BRIAN WOLFE, VP, GENERAL COUNSEL & SECRETARY Former VP, Corporate Legal of BioMed Realty, former attorney at Latham & Watkins LLP BEN REGIN, DIRECTOR OF INVESTMENTS & FINANCE Former Senior Associate, Investments and Senior Associate, Asset Management at BioMed Realty ANDY BUI, CONTROLLER Former Senior Director, Financial Reporting at BioMed Realty The Innovative Industrial Properties team has the proven experience and track record in all aspects of real estate - including acquisitions, management, development and financing, to capitalize on this rapidly expanding industry PEARL LAI, ANALYST COLE TUDOR, ANALYST
The Company FOCUSED STRATEGY • Medical cannabis approved licensees • Locations in states with robust medical cannabis approved programs (33 states plus D.C.) • Acquisition of existing, redeveloped and under development industrial buildings including attached enclosed greenhouse facilities. Acquisition investment includes enhanced HVAC, electrical, plumbing, lighting and robust security systems • Target initial yields in the mid - teens provided by absolute triple net long - term leases with annual escalations of 3 - 4%(1) EXPERIENCED MANAGEMENT TEAM • Strong, specialized real estate underwriters with over $10 billion in acquisition and development transaction value(2) • Extensive public company expertise with track record of creating stockholder value FINANCIAL POSITION • Conservatively leveraged balance sheet • Commenced paying dividends on common stock in our 2nd full quarter with a current annualized dividend of $1.80 per share (3) CONTINUED POTENTIAL GROWTH • IIP is in various stages of negotiations for additional investments, for both new tenants and expanding partnerships with existing tenants(4) (1) Initial yield calculated by dividing the initial base rent under the lease by the purchase price for the property. (2) Based on aggregate acquisitions and development activity of BioMed Realty Trust, Inc. (formerly NYSE: BMR) and Alexandria Real Estate Equities, Inc. (NYSE: ARE) during Alan Gold’s tenure as a se nior executive in each company. (3) The company paid a fourth quarter dividend of $0.45 per share on April 15, 2019. The decision to declare and pay dividend s i s at the sole discretion of our board of directors in light of conditions then existing, and there can be no assurance that a dividend will be declared and paid for any time period in any amount. (4) There can be no assurance that we will consummate the acquisition of any of the properties in our current acquisition pip eli ne on the terms anticipated, or at all.
The Portfolio Innovative Industrial Properties Portfolio Statistics (as of 5/20/19) Properties 21 Rentable Square Feet (1) 1,558,000 States Arizona, California (6), Colorado, Illinois, Maryland, Massachusetts (2), Michigan, Minnesota, New York (2), Ohio (2) and Pennsylvania (3) Total Invested Capital (2) $258.8 Million Average Yield on Invested Capital (3) 14.7% % Leased 100% Weighted Average Lease Length (4) Approximately 15.1 years (1) Includes approximately 221 , 000 square feet under development or redevelopment . (2) Includes the initial purchase prices and funding of tenant improvements and construction funding for properties of approximately $ 213 . 2 million in the aggregate (excluding transaction costs) and $ 45 . 6 million for reimbursement of tenant improvements and construction funding, which have been committed . (3) Average yield is calculated as the sum of the current base rents, supplemental rent (with respect to the PharmaCann NY property) and property management fees, after the expiration of applicable base rent abatement periods, divided by the aggregate investment in the properties (excluding transaction costs and including aggregate potential development funding and tenant reimbursements of approximately $ 45 . 6 million) . (4) Weighted average lease length calculated by weighting the remaining lease term based on base rent, excluding supplemental rent (with respect to the PharmaCann NY property) and management fees, after the expiration of applicable base rent abatement periods .
The Portfolio – Tenant Roster (1) Includes the initial purchase prices and funding of tenant improvements and construction funding for properties of approximately $ 213 . 2 million in the aggregate (excluding transaction costs) and $ 45 . 6 million for reimbursement of tenant improvements and construction funding, which have been committed . Tenant Amount Invested (1) Comments PharmaCann $68.5 million Vertically integrated, multi - state operator Confidential $27.1 million Southern California Portfolio Ascend Wellness $25.0 million Vertically integrated, multi - state operator Vireo Health $25.6 million Vertically integrated, multi - state operator The Pharm $18.0 million Large scale producer, seeking expansion in multiple other markets Holistic Industries LLC $16.9 million One of only a few vertically integrated operators in Maryland Maitri Genetics $16.3 million One of only a few vertically integrated operators in Pennsylvania Green Peak Innovations $13.0 million Vertically integrated operator in Michigan Holistic Industries, Inc. $12.7 million Vertically integrated operator with management experience across multiple states Confidential $11.5 million California The Green Solution $11.3 million One of the leading, vertically integrated operators in Colorado Green Leaf $13 million Vertically integrated, multi - state operator. Active in Maryland, Pennsylvania, Ohio and Virginia
Financial Statistics Innovative Industrial Properties Financial Statistics Annualized base rent, including property management fees as of 5/20/19 (1) $38.0 million Capital raised (net proceeds), including equity and exchangeable notes $407 million Capital committed/invested (2) $258.8 million Current yield on invested capital as of 5/20/19 (3) 14.7% Debt to total gross assets (4) 33.8% Annualized common stock dividend per share (5) $1.80 Long - term targeted dividend payout ratio 75 to 85% of AFFO (8) Shares of common stock outstanding (6) 9,806,194 Estimated 2019 cash general and admin. expense (7) $5.5 – $6.5 million Common stock ownership (directors and officers) (6) 5.2% (1) Includes current base rent, supplemental rent (with respect to the PharmaCann NY property) and property management fees, after the expiration of applicable base rent abatement periods (2) Includes the initial purchase prices and funding of tenant improvements and construction funding for properties of approximately $ 213 . 2 million in the aggregate (excluding transaction costs) and $ 45 . 6 million for reimbursement of tenant improvements and construction funding, which have been committed . (3) Current yield is calculated as the sum of the current base rents, supplemental rent (with respect to the PharmaCann NY property) and property management fees, after the expiration of applicable base rent abatement periods, divided by the aggregate investment in the properties (excluding transaction costs and including aggregate potential development funding and tenant reimbursements of approximately $ 45 . 6 million) . (4) Face value of Exchangeable Senior Notes divided by total gross assets at March 31 , 2019 . (5) Reflects annualized common stock dividend paid on April 15 , 2019 of $ 0 . 45 . The decision to declare and pay dividends is at the sole discretion of our board of directors in light of conditions then existing, and there can be no assurance that a dividend will be declared and paid for any time period in any amount . (6) Based on Form 4 filings and 9 , 806 , 194 shares outstanding as of March 31 , 2019 . (7) Management’s estimated range of annual cash general and administrative expense for 2019 . (8) Please refer to the company’s earnings press release issued on May 8 , 2019 for the definition of AFFO (a supplemental non - GAAP financial measure) and reconciliation of AFFO to GAAP net income available to common stockholders .
WIDE VARIETY OF QUALIFIED MEDICAL CONDITIONS LARGE MARKET & SUPPORT RAPIDLY GROWING INDUSTRY • Including cancer, HIV/AIDs, pain, nausea, seizures, muscle spasms, multiple sclerosis, post - traumatic stress disorder, migraines , arthritis, Parkinson's disease, Alzheimer's, lupus, spinal cord injuries and terminal illness(4) • 33 U.S. states, where over 200 million Americans live, have legalized cannabis for medical use(2) • In May 2018, an estimated 2.1 million people used or were registered to use legalized medical cannabis • Overwhelming popular support for medical - use cannabis, with 93% of Americans supporting patient access to medical - use cannabis, if recommended by a doctor(3) • U.S. regulated cannabis sales grew to $8.6 billion in 2017, including $5.9 billion of medical - use cannabis sales, and are expect ed to reach $22.2 billion by 2022(1) Medical Cannabis Industry (1)Source: ArcView Market Research (2)Source: ProCon.org (3)Source: 2018 poll by Quinnipiac University (4)From medical - use cannabis regulations and disclosures on applicable state government websites.
HIGHLIGHTS FOCUSED STRATEGY CONSERVATIVELY LEVERAGED BALANCE SHEET EXPERIENCED MANAGEMENT TEAM STRONG & GROWING INDUSTRY