Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) and 15d-15(b) promulgated under the Exchange Act, our management has evaluated, under supervision of the audit committee of the board of directors and with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2024. Based on that evaluation, our principal executive and financial officers concluded that our disclosure controls and procedures were effective as of December 31, 2024 (the end of the period covered by this Annual Report).
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f), designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Under the supervision and with the participation of our management, including our principal executive and principal financial officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our principal executive officer and principal financial officer concluded that our internal controls over financial reporting, as of December 31, 2024, were effective. BDO USA, P.C. has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting, which appears in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes in our system of internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Our system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate .
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Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors
Innovative Industrial Properties, Inc.
Park City, Utah
Opinion on Internal Control over Financial Reporting
We have audited Innovative Industrial Properties, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule, and our report dated February 21, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, “Management’s Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ BDO USA, P.C.
San Diego, California
February 21, 2025
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ITEM 9B. OTHER INFORMATION
(b) Rule 10b5-1 Trading Plans
During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement,” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSEPCTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information concerning our directors, executive officers and corporate governance required by Item 10 will be included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference. Pursuant to instruction G(3) to Form 10-K, information concerning audit committee financial expert disclosure set forth under the heading “Information Regarding the Board — Committees of the Board — Audit Committee” will be included in the Proxy Statement to be filed relating to Innovative Industrial Properties, Inc.’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
Pursuant to instruction G(3) to Form 10-K, information concerning compliance with Section 16(a) of the Exchange Act concerning our directors and executive officers set forth under the heading entitled “General Section 16(a) Beneficial Ownership Reporting Compliance” will be included in the Proxy Statement to be filed relating to Innovative Industrial Properties, Inc.’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
Information About our Executive Officers and Directors
Our executive officers as of February 21, 2025, along with their positions and offices held with the Company, are as follows:
Name
Position
Alan Gold
Executive Chairman and Director
Paul Smithers
President, Chief Executive Officer and Director
David Smith
Chief Financial Officer and Treasurer
In addition to Messrs. Gold and Smithers, our directors as of February 21, 2025, and their principal occupations or current employment are as follows:
Name
Position
Gary Kreitzer
Retired Executive Vice President and General Counsel; Co-Founder of three publicly traded REITs
Mary Curran
Retired Executive Vice President and Corporate Banking Chief Risk Officer MUFG Union Bank, N.A., Member of the Board of Directors of Banc of California, Inc. and Hunter Industries, Inc.
Scott Shoemaker
Practicing orthopedic surgeon for Kaiser Permanente
David Stecher
Managing Director at CapAcquity LLC
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Code of Ethics and Code of Conduct
We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct and Ethics is posted on our website (www.innovativeindustrialproperties.com). We do not incorporate the information on our website into this Annual Report on Form 10-K and you should not consider any such information that can be accessed through our website as part of this Annual Report. We intend to disclose any amendments to certain provisions of our Code of Business Conduct and Ethics, or any waivers of those provisions, as required by the listing rules of the New York Stock Exchange, the rules and regulations of the SEC and applicable law on our website promptly following the date of such amendment or waiver.
ITEM 11. EXECUTIVE COMPENSATION
The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information concerning the security ownership of certain beneficial owners and management, our equity compensation plans and related stockholder matters required by Item 12 will be included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information concerning certain relationships and related transactions and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information concerning our principal accountant fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULE
(a)(1) and (2) Financial Statements and Schedule:
Please refer to the Index to Consolidated Financial Statements included under Part II, Item 8, Financial Statements and Supplementary Data.
(3) Exhibits
Exhibit
Number
Description of Exhibit
3.1
Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc. (including Articles Supplementary Classifying Innovative Industrial Properties, Inc.’s 9.00% Series A Cumulative Redeemable Preferred Stock).(1)
3.2
Articles Supplementary to the Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc. (including Articles Supplementary Classifying Innovative Industrial Properties, Inc.’s 9.00% Series A Cumulative Redeemable Preferred Stock).(2)
3.3
Third Amended and Restated Bylaws of Innovative Industrial Properties, Inc.(3)
4.1
Form of Certificate for Common Stock.(4)
4.2
Indenture, dated as of February 21, 2019, among IIP Operating Partnership, LP, as issuer, Innovative Industrial Properties, Inc. and the subsidiaries of IIP Operating Partnership, LP, 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), including the Form of Note representing IIP Operating Partnership, LP’s 3.75% Exchangeable Senior Notes due 2024.(5)
4.3
Indenture, dated as of May 25, 2021, among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP, the Subsidiary Guarantors set forth on the signature page thereto, 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), including the form of 5.50% Senior Note due 2026.(6)
4.4*
Innovative Industrial Properties, Inc. Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
10.1
Agreement of Limited Partnership of IIP Operating Partnership, LP.(8)
10.2+
2016 Omnibus Incentive Plan.(8)
10.3+
Form of Restricted Stock Award Agreement for Officers.(9)
10.4+
Form of Restricted Stock Award Agreement for Directors.(9)
10.5+
Form of Restricted Stock Unit Award Agreement.(10)
10.6+
Form of 2021 Performance Share Unit Award Agreement.(11)
10.6+
Form of 2022 Performance Share Unit Award Agreement.(12)
10.7+
Form of Indemnification Agreement between Innovative Industrial Properties, Inc. and each of its Directors and Officers.(4)
10.8+
Severance and Change of Control Agreement dated as of January 18, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Alan Gold.(13)
10.9+
Severance and Change of Control Agreement dated as of January 18, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Paul Smithers.(13)
10.10+
Severance and Change of Control Agreement dated as of January 18, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Brian Wolfe.(13)
10.11+
Severance and Change of Control Agreement dated as of June 7, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Catherine Hastings.(14)
10.12+
Severance and Change of Control Agreement dated as of March 29, 2023 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and David Smith.(15)
10.13+
Director Compensation Policy.(11)
10.14+
Innovative Industrial Properties, Inc. Nonqualified Deferred Compensation Plan.(16)
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10.15
Registration Rights Agreement, dated as of May 25, 2021, among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP, the Subsidiary Guarantors set forth on the signature page thereto and BTIG, LLC, as representative of the initial purchasers.(6)
19.1 *
Innovative Industrial Properties, Inc. Insider Trading Compliance Program.
21.1*
List of Subsidiaries of Innovative Industrial Properties, Inc.
23.1*
Consent of Independent Registered Public Accounting Firm.
31.1*
Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Innovative Industrial Properties, Inc. Compensation Recovery Policy.(17)
101.INS*
XBRL Instance Document.
101.SCH*
XBRL Taxonomy Extension Schema Document.
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document.
104*
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
+ Indicates management contract or compensatory plan.
(1) Incorporated by reference to Innovative Industrial Properties, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2020.
(2) Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on May 24, 2024.
(3) Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on December 8, 2022.
(4) Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-11, as amended (File No. 333-214148), filed with the SEC on November 17, 2016.
(5) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on February 21, 2019.
(6) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on May 25, 2021.
(7) Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-11, as amended (File No. 333-214148), filed with the SEC on October 17, 2016.
(8) Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-8 (File No. 333-214919), filed with the SEC on December 6, 2016.
(9) Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 6, 2020.
(10) Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 15, 2021.
(11) Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 12, 2022.
(12) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 24, 2017.
(13) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on June 8, 2017.
(14) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on March 30, 2023.
(15) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on November 18, 2019.
(16) Incorporated by reference to Innovative Industrial Properties, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2023.
(17) Incorporated by reference to Innovative Industrial Properties, Inc.’s Annual Report on Form 10-K filed with the SEC on February 27, 2024.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
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.
INNOVATIVE INDUSTRIAL PROPERTIES, INC.
By:
/s/ Paul Smithers
Paul Smithers
President, Chief Executive Officer and Director
(Principal Executive Officer)
By:
/s/ David Smith
David Smith
Chief Financial Officer and Treasurer
(Principal Financial Officer)
By:
/s/ Andy Bui
Andy Bui
Vice President, Chief Accounting Officer
(Principal Accounting Officer)
Dated February 21, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
Name
Capacity
Date
/s/ Alan Gold
Executive Chairman
February 21, 2025
Alan Gold
/s/ Gary Kreitzer
Vice Chairman
February 21, 2025
Gary Kreitzer
/s/ Mary Curran
Director
February 21, 2025
Mary Curran
/s/ Paul Smithers
President, Chief Executive Officer and
February 21, 2025
Paul Smithers
Director
/s/ Scott Shoemaker
Director
February 21, 2025
Scott Shoemaker
/s/ David Stecher
Director
February 21, 2025
David Stecher
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INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS
Innovative Industrial Properties, Inc.
(a) Financial Statements:
Report of Independent Registered Public Accounting Firm ( BDO USA, P.C. ; San Diego, California ; PCAOB ID # 243 )
F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023
F-4
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022
F-5
Consolidated Statemen ts of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022
F-6
Consolidated Statements of Cash Flows for the years ended D ecember 31, 2024, 2023 and 2022
F-7
Notes to Consolidated Financial Statements
F-8
(b) Financial Statement Schedule:
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2024
F-30
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors
Innovative Industrial Properties, Inc.
Park City, Utah
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Innovative Industrial Properties, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 21, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Acquisitions - Fair Value of Assets Acquired
As described in Note 6 to the consolidated financial statements, the Company completed two real estate property acquisitions, which totaled approximately $18.6 million during the year ended December 31, 2024. As described in Note 2 to the consolidated financial statements, the assets acquired are initially measured based upon their relative fair values. The Company may engage third-party valuation specialists to assist in the estimation of the fair value of land by reviewing comparable sales within the same submarket and/or region, and the estimation of the fair value of buildings and
F-2
Table of Contents
improvements as if the property was vacant utilizing a direct capitalization approach and a current replacement costs approach and takes into consideration other relevant market data.
We identified the estimation of the fair values used in the allocation of the land and buildings and improvements acquired for the two 2024 property acquisitions as a critical audit matter. The principal considerations for our determination included significant judgments used to evaluate certain assumptions used in the fair values of land and buildings and improvements acquired, including the comparable sales of land, and current replacement cost of the buildings and improvements for the two real estate asset acquisitions. Auditing these elements involved a high degree of auditor judgment and subjectivity due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.
The primary procedures we performed to address this critical audit matter included:
● Utilizing personnel with specialized knowledge and skills in valuation to assist in the evaluation of the fair values used in the allocation of land and buildings and improvements acquired, including the comparable sales of land, and current replacement cost of the buildings and improvements taking into consideration the comparison of these assumptions to market data.
/s/ BDO USA, P.C.
We have served as the Company’s auditor since 2016.
San Diego, California
February 21, 2025
F-3
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Innovative Industrial Properties, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
December 31,
December 31,
Assets
2024
2023
Real estate, at cost:
Land
$
146,772
$
142,524
Buildings and improvements
2,230,807
2,108,218
Construction in progress
62,393
117,773
Total real estate, at cost
2,439,972
2,368,515
Less accumulated depreciation
( 271,190 )
( 202,692 )
Net real estate held for investment
2,168,782
2,165,823
Construction loan receivable
22,800
22,000
Cash and cash equivalents
146,245
140,249
Restricted cash
—
1,450
Investments
5,000
21,948
Right of use office lease asset
946
1,355
In-place lease intangible assets, net
7,385
8,245
Other assets, net
26,889
30,020
Total assets
$
2,378,047
$
2,391,090
Liabilities and stockholders’ equity
Liabilities:
Exchangeable Senior Notes, net
$
—
$
4,431
Notes due 2026, net
297,865
296,449
Building improvements and construction funding payable
10,230
9,591
Accounts payable and accrued expenses
10,561
11,406
Dividends payable
54,817
51,827
Rent received in advance and tenant security deposits
57,176
59,358
Other liabilities
11,338
5,056
Total liabilities
441,987
438,118
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, liquidation preference of $ 25.00 per share, 1,002,673 and 600,000 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively
23,632
14,009
Common stock, par value $ 0.001 per share, 50,000,000 shares authorized: 28,331,833 and 28,140,891 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively
28
28
Additional paid-in capital
2,124,113
2,095,789
Dividends in excess of earnings
( 211,713 )
( 156,854 )
Total stockholders’ equity
1,936,060
1,952,972
Total liabilities and stockholders’ equity
$
2,378,047
$
2,391,090
See the accompanying notes to the consolidated financial statements.
F-4
Table of Contents
Innovative Industrial Properties, Inc.
Consolidated Statements of Income
(In thousands, except share and per share amounts)
Years Ended December 31,
2024
2023
2022
Revenues:
Rental (including tenant reimbursements)
$
306,936
$
307,349
$
274,377
Other
1,581
2,157
1,982
Total revenues
308,517
309,506
276,359
Expenses:
Property expenses
28,472
24,893
10,520
General and administrative expense
37,444
42,832
38,520
Depreciation and amortization expense
70,807
67,194
61,303
Total expenses
136,723
134,919
110,343
Gain (loss) on sale of real estate
( 3,449 )
—
3,601
Income from operations
168,345
174,587
169,617
Interest income
10,988
8,446
3,195
Interest expense
( 17,672 )
( 17,467 )
( 18,301 )
Gain (loss) on exchange of Exchangeable Senior Notes
—
22
( 125 )
Net income
161,661
165,588
154,386
Preferred stock dividends
( 1,804 )
( 1,352 )
( 1,352 )
Net income attributable to common stockholders
$
159,857
$
164,236
$
153,034
Net income attributable to common stockholders per share (Note 8):
Basic
$
5.58
$
5.82
$
5.57
Diluted
$
5.52
$
5.77
$
5.52
Weighted-average shares outstanding:
Basic
28,226,402
27,977,807
27,345,047
Diluted
28,530,650
28,255,797
27,663,169
See accompanying notes to the consolidated financial statements.
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Table of Contents
Innovative Industrial Properties, Inc.
Consolidated Statements of Stockholders’ Equity
(In thousands, except share amounts)
Shares of
Additional
Dividends in
Total
Series A
Series A
Shares of
Common
Paid-In-
Excess of
Stockholders'
Preferred Stock
Preferred Stock
Common Stock
Stock
Capital
Earnings
Equity
Balance, December 31, 2021
600,000
$
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
—
—
—
—
—
154,386
154,386
Exchange of Exchangeable Senior Notes
—
—
413,166
—
26,682
—
26,682
Net proceeds from sale of common stock
—
—
1,932,813
2
351,958
—
351,960
Preferred stock dividend
—
—
—
—
—
( 1,352 )
( 1,352 )
Common stock dividend
—
—
—
—
—
( 195,936 )
( 195,936 )
Issuance of unvested restricted stock, net of forfeitures
—
—
14,310
—
( 2,441 )
—
( 2,441 )
Stock-based compensation
—
—
—
—
17,507
—
17,507
Balance, December 31, 2022
600,000
14,009
27,972,830
28
2,065,248
( 117,392 )
1,961,893
Net income
—
—
—
—
—
165,588
165,588
Exchange of Exchangeable Senior Notes
—
—
32,200
—
1,964
—
1,964
Net proceeds from sale of common stock
—
—
101,061
—
9,564
—
9,564
Preferred stock dividend
—
—
—
—
—
( 1,352 )
( 1,352 )
Common stock dividend
—
—
—
—
—
( 203,698 )
( 203,698 )
Issuance of unvested restricted stock, net of forfeitures
—
—
34,800
—
( 568 )
—
( 568 )
Stock-based compensation
—
—
—
—
19,581
—
19,581
Balance, December 31, 2023
600,000
14,009
28,140,891
28
2,095,789
( 156,854 )
1,952,972
Net income
—
—
—
—
—
161,661
161,661
Exchange of Exchangeable Senior Notes
—
—
28,408
—
—
—
—
Net proceeds from sale of preferred stock
402,673
9,623
—
—
—
—
9,623
Net proceeds from sale of common stock
—
—
123,224
—
11,757
—
11,757
Preferred stock dividend
—
—
—
—
—
( 1,804 )
( 1,804 )
Common stock dividend
—
—
—
—
—
( 214,716 )
( 214,716 )
Issuance of unvested restricted stock, net of forfeitures
—
—
39,310
—
( 750 )
—
( 750 )
Stock-based compensation
—
—
—
—
17,317
—
17,317
Balance, December 31, 2024
1,002,673
$
23,632
28,331,833
$
28
$
2,124,113
$
( 211,713 )
$
1,936,060
See accompanying notes to the consolidated financial statements.
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Innovative Industrial Properties, Inc.
Consolidated Statements of Cash Flows
(In thousands)
Years Ended December 31,
2024
2023
2022
Cash flows from operating activities
Net income
$
161,661
$
165,588
$
154,386
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization
70,807
67,194
61,303
Loss (gain) on exchange of Exchangeable Senior Notes
—
( 22 )
125
Loss (gain) on sale of real estate
3,449
—
( 3,601 )
Other non-cash adjustments
103
111
185
Stock-based compensation
17,317
19,581
17,507
Amortization of discounts on investments
( 506 )
( 3,198 )
( 2,246 )
Amortization of debt discount and issuance costs
1,669
1,371
1,349
Changes in assets and liabilities
Other assets, net
126
352
( 3,506 )
Accounts payable, accrued expenses and other liabilities
6,002
3,924
2,717
Rent received in advance and tenant security deposits
( 2,182 )
642
5,911
Net cash provided by (used in) operating activities
258,446
255,543
234,130
Cash flows from investing activities
Purchases of investments in real estate
( 18,666 )
( 34,906 )
( 150,090 )
Proceeds from sale of real estate asset
9,100
—
23,500
Funding of draws for improvements and construction
( 63,084 )
( 150,088 )
( 373,878 )
Funding of construction loan and other investments
( 800 )
( 3,979 )
( 21,683 )
Deposits in escrow for acquisitions
—
—
( 250 )
Purchases of short-term investments
( 45,110 )
( 111,872 )
( 388,800 )
Maturities of short-term investments
62,564
294,057
515,000
Net cash provided by (used in) investing activities
( 55,996 )
( 6,788 )
( 396,201 )
Cash flows from financing activities
Issuance of common stock, net of offering costs
11,757
9,564
351,960
Issuance of preferred stock, net of offering costs
9,623
—
—
Principal payment on Exchangeable Senior Notes
( 4,436 )
—
—
Payment of deferred financing costs
( 567 )
( 561 )
—
Dividends paid to common stockholders
( 211,953 )
( 202,711 )
( 183,943 )
Dividends paid to preferred stockholders
( 1,578 )
( 1,352 )
( 1,352 )
Taxes paid related to net share settlement of equity awards
( 750 )
( 568 )
( 2,441 )
Net cash provided by (used in) financing activities
( 197,904 )
( 195,628 )
164,224
Net increase (decrease) in cash, cash equivalents and restricted cash
4,546
53,127
2,153
Cash, cash equivalents and restricted cash, beginning of year
141,699
88,572
86,419
Cash, cash equivalents and restricted cash, end of year
$
146,245
$
141,699
$
88,572
Supplemental disclosure of cash flow information:
Cash paid during the year for interest, net of interest capitalized
$
16,051
$
16,125
$
17,247
Supplemental disclosure of non-cash investing and financing activities:
Accrual for current-period additions to real estate
$
9,722
$
8,385
$
29,376
Deposits applied for acquisitions
—
250
25
Accrual for common and preferred stock dividends declared
54,817
51,827
50,840
Reclassification from other assets to real estate held for investment
3,152
—
—
Exchange of Exchangeable Senior Notes for common stock
—
2,000
26,682
Operating lease liability for obtaining right of use asset
—
—
1,017
See accompanying notes to the consolidated financial statements.
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Innovative Industrial Properties, Inc.
Notes to Consolidated Financial Statements
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.
Information with respect to rentable square footage is unaudited.
2. Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements
Basis of Presentation. The consolidated financial statements include all of the accounts of the Company, the Operating Partnership and all of our wholly owned subsidiaries, are presented in accordance with U.S. generally accepted accounting principles.
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 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 consolidated statements of income.
Use of Estimates. The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 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 and fair value of acquisition of real estate properties.
Reportable Segment . We have aggregated our 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. Our chief operating decision maker (“CODM”) reviews financial information for our entire consolidated operations when making decisions related to assessing our operating performance. See Note 12 “Segment Information” for additional information.
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 utilizing a direct capitalization approach and take 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.
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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 the 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 the consolidated balance sheets and is amortized on a straight-line basis as a reduction of rental income over the remaining term of the applicable lease.
Certain acquisitions of real estate did not satisfy the requirements for sale-leaseback accounting and therefore as of December 31, 2024 and 2023, acquisitions of $ 16.8 million and $ 20.0 million, respectively, have been recognized as notes receivable and are included in other assets, net on our consolidated balance sheets. During the year ended December 31, 2024, a $ 3.2 million acquisition of real estate which previously did not satisfy the requirements for sale-leaseback accounting was reclassified to real estate held for investment as the requirements for sale-leaseback accounting were satisfied.
Sale of Real Estate. When a real estate asset is sold, we evaluate the provisions of Accounting Standards Codification (“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 consolidated balance sheet. See Note 6 “Investments in Real Estate - Property Dispositions” for further information.
Cost Capitalization and Depreciation. We capitalize costs (including interest) 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 on a straight-line basis over the 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 years ended December 31, 2024, 2023 and 2022, we recognized depreciation expense of $ 69.9 million, $ 66.3 million and $ 60.5 million, respectively, which are included in depreciation and amortization expense in our consolidated statements of income. We depreciate office equipment and furniture and fixtures on a straight-line basis over the estimated useful lives ranging from three to seven years . We depreciate the leasehold improvements at our corporate office on a straight-line basis 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 consolidated statements of income.
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:
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● 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. 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 years ended December 31, 2024, 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 recognize revenue for each of the leases at our properties that are classified as operating leases 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. We evaluate a number of factors in our initial and ongoing assessments of collectability of lease payments for each tenant on a lease-by-lease basis, including evaluations of each tenant’s financial performance, liquidity and overall credit profile, availability and terms of capital for each tenant needed to conduct operations or refinance existing obligations, utilization rates by property and lease duration. We also consider current market conditions, impact of federal, state and local taxation and regulatory burdens and reasonable and supportable forecasts of future economic conditions. Additionally, for operating leases, 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 consolidated financial statements.
For the years ended December 31, 2024, 2023 and 2022, rental revenue included the application of $ 7.7 million, $ 8.7 million and $ 2.7 million of security deposits for contractual rent with certain tenants.
Construction Loan. We executed a construction loan agreement with a developer, pursuant to which we agreed to lend up to $ 23.0 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, an extension of the loan term to December 31, 2023. Interest on the loan accrued through March 31, 2023, with monthly payments of interest commencing April 1, 2023. In December 2023, we further amended the construction loan to extend the loan term to June 30, 2024, with an option for the borrower to extend the loan term to December 31, 2024 upon satisfaction of certain conditions and payment of an extension fee. The borrower exercised this extension option in June 2024. In November 2024, we further amended the construction loan to extend the
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loan term to June 30, 2025 upon satisfaction of certain conditions and payment of an extension fee. As of December 31, 2024 and 2023, we had funded $ 22.8 million and $ 22.0 million, respectively, of the construction loan. Interest income on the construction loan is recognized on a cash basis.
Cash and Cash Equivalents . We consider all highly-liquid investments with original maturities of 90 days 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 90 days.
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 short-term obligations of the U.S. government and certificates of deposit with an original maturity at the time of purchase of greater than 90 days. Investments in obligations of the U.S. government are classified as held-to-maturity and stated at amortized cost. Investments in certificates of deposit are classified as held-to-maturity and stated at 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 at the date of adoption. The Exchangeable Senior Notes matured in February 2024.
Deferred Financing Costs. The deferred financing costs relating to our Exchangeable Senior Notes and Notes due 2026 are included as a reduction in the net book value of the related liability on our consolidated balance sheets. These costs are amortized as non-cash interest expense using the effective interest method over the life of the related obligations. Deferred financing costs relating to our Revolving Credit Facility are included in other assets, net on our consolidated balance sheets. These costs are being amortized on a straight-line basis and recognized as non-cash interest expense over the remaining term of the Revolving Credit Facility.
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.
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Lease Accounting. We account for our leases under ASC 842, Leases , and have 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, which ends in January 2027 and contains annual escalations. We measured the lease liability based on the present value of the future lease payments (excluding the extension option that we are not reasonably certain to exercise), discounted using the estimated incremental borrowing rates of 7.25 % and 5.5 % , which were the interest rates that we estimated we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments at initial commencement in December 2019 and upon an amendment in November 2021, respectively. Subsequently, the lease liability is accreted by applying a discount rate established at the lease commencement date to the lease liability balance as of the beginning of the period and is reduced by the payments made during the period.
The right-of-use asset is measured based on the corresponding lease liability. We did not incur any initial direct leasing costs and any other consideration exchanged with the landlord prior to the commencement of the lease. Subsequently, the right-of-use asset is amortized on a straight-line basis during the lease term. For each of the years ended December 31, 2024, 2023 and 2022, we recognized office lease expense of $ 0.5 million, which are included in general and administrative expense in our consolidated statements of income. For the years ended December 31, 2024, 2023 and 2022, amounts paid and classified as operating activities in our consolidated statements of cash flows for the office lease were $ 0.5 million, $ 0.5 million and $ 0.4 million, 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 continued to be classified as operating leases and we continue to record revenue for each of our properties on a cash basis. Our tenant reimbursable revenue and property expenses continue to be presented on a gross basis as rental revenues and as property expenses, respectively, on our consolidated statements of income. Property taxes paid directly by the lessee to a third party continue to be excluded from our consolidated financial statements.
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. In January 2024, the lease modifications for two of our leases to extend the initial term of each lease changed the lease classification from operating lease to sales-type lease that did not satisfy all the criteria for recognition as a completed sale. Accordingly, we continue to recognize the underlying assets within net real estate held for investment and all lease payments received, as well as any future lease payments, will be recognized as a deposit liability and will be included in other liabilities on our consolidated balance sheets until certain criteria are met. As of December 31, 2024, we have received lease payments of $ 4.9 million that have been included in other liabilities on our consolidated balance sheets. The underlying assets’ land and building and improvements had a gross carrying value of $ 4.1 million and $ 28.9 million, respectively, and accumulated depreciation of $ 3.5 million as of December 31, 2024.
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.
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Recent Accounting Pronouncements . In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, measures of segment profit and loss, and disclosures of how the CODM uses the reported measure(s) of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources . The ASU also requires a public entity that has a single reportable segment to provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280. We adopted ASU 2023-07 for the year ending December 31, 2024 which resulted in incremental disclosures relating to reportable segment within the footnotes to our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The amendments in ASU 2024-03 require entities to provide enhanced disclosures related to certain expense categories included in income statement captions. Under ASU 2024-03, entities are required to disaggregate, in a tabular format, expense captions presented on the face of the income statement — excluding earnings or losses from equity method investments — if they include any of the following expense categories: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (or other amounts of depletion expense). For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We expect to adopt this ASU on January 1, 2027. While the adoption is not expected to have an impact on our consolidated financial statements, it is expected to result in incremental disclosures within the footnotes to our consolidated financial statements.
Concentration of Credit Risk . As of December 31, 2024, we owned 109 properties located in 19 states. 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 tables set forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the years ended December 31, 2024, 2023 and 2022, including tenant reimbursements:
For the Year Ended
December 31, 2024
Percentage of
Number of
Rental
Leases
Revenue
PharmaCann Inc. ("PharmaCann")
11
17
%
Ascend Wellness Holdings, Inc. ("Ascend")
4
11
%
Green Thumb Industries, Inc. ("Green Thumb")
3
8
%
Holistic Industries, Inc. ("Holistic")
5
7
%
Curaleaf Holdings, Inc. ("Curaleaf")
8
7
%
For the Year Ended
December 31, 2023
Percentage of
Number of
Rental
Leases
Revenue
PharmaCann
11
15
%
Ascend
4
10
%
Green Thumb
3
8
%
SH Parents, Inc. ("Parallel") (1)
4
7
%
Curaleaf
8
7
%
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For the Year Ended
December 31, 2022
Percentage of
Number of
Rental
Leases
Revenue
PharmaCann
11
14
%
Parallel (1)
4
10
%
Ascend
4
9
%
Green Thumb
3
7
%
Trulieve Cannabis Corp. ("Trulieve")
6
7
%
(1) We regained possession of two properties previously leased to Parallel in Texas and Pennsylvania in 2023.
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 December 31, 2024, our largest property was located in New York and accounted for 5.5 % 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 December 31, 2024. As of December 31, 2023, our largest property was located in New York and accounted for 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 December 31, 2023.
We have deposited cash with financial institutions that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . As of December 31, 2024, we had cash accounts in excess of FDIC insured limits. We have not experienced any losses in such accounts.
3. Common Stock
As of December 31, 2024, the Company was authorized to issue up to 50,000,000 shares of common stock, par value $ 0.001 per share, and there were 28,331,833 shares of common stock issued and outstanding.
In January 2023, we 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 “Prior ATM Program”) up to $ 500.0 million in shares of our common stock.
In May 2024, we terminated the Prior ATM 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”), including on a forward basis, shares of our common stock and 9.00 % Series A Cumulative Redeemable Preferred Stock, $ 0.001 par value per share (the “Series A Preferred Stock”) , up to an aggregate offering price of $ 500.0 million . See Note 4 “Preferred Stock” for information regarding the sale of Series A Preferred Stock under the ATM Program.
During the years ended December 31, 2024, 2023 and 2022, we sold 123,224 shares, 101,061 shares and 117,023 shares of our common stock pursuant to the Prior ATM Program for net proceeds of $ 11.8 million, $ 9.6 million and $ 21.1 million, respectively.
In April 2022, we issued 1,815,790 shares of common stock in an underwritten public offering, including the exercise in full of the underwriters’ option to purchase an additional 236,842 shares, resulting in net proceeds of approximately $ 330.9 million.
During the year ended December 31, 2022, we issued 413,166 shares of our common stock upon exchange by holders of approximately $ 26.9 million of outstanding principal amount of our Exchangeable Senior Notes.
During the year ended December 31, 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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During the year ended December 31, 2024, we issued 28,408 shares of our common stock related to the exchange premium upon exchange by holders of $ 4.3 million of outstanding principal amount of our Exchangeable Senior Notes.
4. Preferred Stock
As of December 31, 2024, the Company was authorized to issue up to 50,000,000 shares of preferred stock, par value $ 0.001 per share, and there were issued and outstanding 1,002,673 shares of 9.00 % Series A Cumulative Redeemable Preferred Stock (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.
During the year ended December 31, 2024, we sold 402,673 shares of our Series A Preferred Stock pursuant to the ATM Program for net proceeds of $ 9.6 million.
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5. Dividends
The following table describes the dividends declared by the Company during the years ended December 31, 2024, 2023 and 2022:
Amount
Dividend
Dividend
Declaration Date
Security Class
Per Share
Period Covered
Paid Date
Amount
(In thousands)
March 14, 2022
Common stock
$
1.75
January 1, 2022 to March 31, 2022
April 14, 2022
$
45,830
March 14, 2022
Series A preferred stock
$
0.5625
January 15, 2022 to April 14, 2022
April 14, 2022
$
338
June 15, 2022
Common stock
$
1.75
April 1, 2022 to June 30, 2022
July 15, 2022
$
49,101
June 15, 2022
Series A preferred stock
$
0.5625
April 15, 2022 to July 14, 2022
July 15, 2022
$
338
September 15, 2022
Common stock
$
1.80
July 1, 2022 to September 30, 2022
October 14, 2022
$
50,503
September 15, 2022
Series A preferred stock
$
0.5625
July 15, 2022 to October 14, 2022
October 14, 2022
$
338
December 15, 2022
Common stock
$
1.80
October 1, 2022 to December 31, 2022
January 13, 2023
$
50,502
December 15, 2022
Series A preferred stock
$
0.5625
October 15, 2022 to January 14, 2023
January 13, 2023
$
338
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
December 15, 2023
Common stock
$
1.82
October 1, 2023 to December 31, 2023
January 12, 2024
$
51,489
December 15, 2023
Series A preferred stock
$
0.5625
October 15, 2023 to January 14, 2024
January 12, 2024
$
338
March 15, 2024
Common stock
$
1.82
January 1, 2024 to March 31, 2024
April 15, 2024
$
51,957
March 15, 2024
Series A preferred stock
$
0.5625
January 15, 2024 to April 14, 2024
April 15, 2024
$
338
June 14, 2024
Common stock
$
1.90
April 1, 2024 to June 30, 2024
July 15, 2024
$
54,253
June 14, 2024
Series A preferred stock
$
0.5625
April 15, 2024 to July 14, 2024
July 15, 2024
$
338
September 13, 2024
Common stock
$
1.90
July 1, 2024 to September 30, 2024
October 15, 2024
$
54,253
September 13, 2024
Series A preferred stock
$
0.5625
July 15, 2024 to October 14, 2024
October 15, 2024
$
564
December 13, 2024
Common stock
$
1.90
October 1, 2024 to December 31, 2024
January 15, 2025
$
54,253
December 13, 2024
Series A preferred stock
$
0.5625
October 15, 2024 to January 14, 2025
January 15, 2025
$
564
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6. Investments in Real Estate
Acquisitions
The Company made the following acquisitions during the year ended December 31, 2024 (dollars in thousands):
Rentable
Initial
Square
Purchase
Transaction
Property
Market
Closing Date
Feet (1)
Price
Costs
Total
Ocala
Florida
June 7, 2024
145,000
$
13,000
$
26
$
13,026
(2)
108 Western Maryland Parkway
Maryland
October 2, 2024
23,000
5,570
70
5,640
Total
168,000
$
18,570
$
96
$
18,666
(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 $ 30.0 million.
(3) $ 2.8 million was allocated to land and $ 15.9 million was allocated to building and improvements.
Acquired In-Place Lease Intangible Assets
In-place lease intangible assets and related accumulated amortization as of December 31, 2024 and 2023 is as follows (in thousands):
December 31, 2024
December 31, 2023
In-place lease intangible assets
$
9,979
$
9,979
Accumulated amortization
( 2,594 )
( 1,734 )
In-place lease intangible assets, net
$
7,385
$
8,245
Amortization of in-place lease intangible assets classified in depreciation and amortization expense in our consolidated statements of income was $ 0.9 million, $ 0.9 million and $ 0.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. The remaining weighted-average amortization period of the value of acquired in-place leases was 8.8 years, and the estimated annual amortization of the value of the acquired in-place leases as of December 31, 2024 is as follows (in thousands):
Year
Amount
2025
$
860
2026
860
2027
860
2028
860
2029
860
Thereafter
3,085
Total
$
7,385
Above-Market Lease
The above-market lease and related accumulated amortization included in other assets, net on our consolidated balance sheets as of December 31, 2024 and 2023 is as follows (in thousands):
December 31, 2024
December 31, 2023
Above-market lease
$
1,054
$
1,054
Accumulated amortization
( 279 )
( 187 )
Above-market lease, net
$
775
$
867
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The above-market lease is amortized on a straight-line basis as a reduction to rental revenues over the remaining lease term of 8.5 years. For all three years ended December 31, 2024, 2023 and 2022, the amortization of the above-market lease was $ 0.1 million. As of December 31, 2024, the amortization for each of the next five years is $ 0.1 million and $ 0.3 million thereafter.
Lease Amendments
In January 2024, we entered into lease amendments with subsidiaries of 4Front Ventures Corp. (“4Front”) at the four properties we lease to them in Illinois, Massachusetts and Washington, extending the term of each lease. We amended the Illinois lease to reduce base rent through September 30, 2024, defer the payback of the security deposit applicable to the lease (with the security deposit being subject to future pro-rata monthly payback), and increase the base rent for the remainder of the term commencing November 1, 2024.
In February 2024, we amended our lease and development agreement with PharmaCann at one of our New York properties, increasing the construction funding commitment by $ 16.0 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property. We also amended the lease to extend the term.
In April 2024, we amended our lease with a subsidiary of Battle Green Holdings LLC at one of our Ohio properties to provide an additional improvement allowance of $ 4.5 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property.
In April 2024, we amended the lease with a subsidiary of 4Front at one of our Illinois properties to provide an additional improvement allowance of $ 1.6 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property and increased the annual base rent escalations for the remainder of the lease term.
New Leases
In January 2024, we executed a new lease with a tenant at one of our retail properties in Michigan.
In March 2024, we executed a new long-term lease with a subsidiary of Gold Flora Corporation (“Gold Flora”) at our property located at 63795 19th Avenue in Palm Springs, California (the “19 th Ave. Lease”).
In April 2024, we executed a new long-term lease with Lume Cannabis Co. at our property located at 10070 Harvest Park in Dimondale, Michigan.
In May 2024, we executed a new long-term lease with a subsidiary of Gold Flora at our property located at 19533 McLane Street in Palm Springs, California (the “McLane Lease”).
The commencement date under each of the 19 th Ave. Lease and McLane Lease is conditioned upon, among other things, the tenant’s receipt of approvals to conduct cannabis operations by the requisite state and local authorities.
Capitalized Costs
Including all of our properties, during the year ended December 31, 2024, we capitalized costs of $ 63.7 million relating to improvements and construction activities at our properties.
Property Dispositions
In November 2022, we sold one of our Pennsylvania properties that was leased to a subsidiary Maitri Holdings, LLC for $ 23.5 million, excluding transaction costs, and recognized a gain on sale of the property of approximately $ 3.6 million.
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 $ 0.5 million 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 consolidated balance sheets. All consideration received, as well as any future
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payments, from the buyer will be recognized as a deposit liability and will be included in other liabilities on our consolidated balance sheets until such time the criteria for recognition as a sale have been met. As of December 31, 2024, we received interest payments of $ 2.4 million. In addition, as we have not met all of the held-for-sale criteria, land and building and improvements with gross carrying values of $ 3.4 million and approximately $ 13.9 million, respectively, and accumulated depreciation of $ 2.0 million as of December 31, 2024, remain on the consolidated balance sheets, and the buildings and improvements continue to be depreciated.
In May 2024, we sold a property in Los Angeles, California for $ 9.1 million (excluding closing costs) to a third-party buyer. Concurrently with the sale, pursuant to a separate agreement previously executed between us and the tenant, the tenant paid us a lease termination fee of $ 3.9 million and paid for the closing and other costs incurred by us in connection with the sale of the property. In connection with this sale, during the year ended December 31, 2024, we recognized a disposition-contingent lease termination fee of $ 3.9 million, which is included in rental revenue (including tenant reimbursements) on our consolidated statements of income, and a loss on sale of real estate of $ 3.4 million.
Future Contractual Minimum Rent
Future contractual minimum rent (including base rent and property management fees) to be received on our leases as of December 31, 2024 for future periods is summarized as follows (in thousands):
Year
Contractual Minimum Rent
2025
$
311,157
2026
323,281
2027
331,954
2028
338,995
2029
348,298
Thereafter
3,643,029
Total
$
5,296,714
Future contractual minimum rent includes payments to be received on two sale-type leases, which will be recognized as a deposit liability and will be included in other liabilities on our consolidated balance sheet until certain criteria are met (see Note 2 “Lease Accounting” for further details).
7. Debt
Exchangeable Senior Notes
As of December 31, 2023, our Operating Partnership had outstanding $ 4.4 million of principal amount of 3.75 % Exchangeable Senior Notes due 2024 (the “Exchangeable Senior Notes”). The Exchangeable Senior Notes were senior unsecured obligations of our Operating Partnership, were fully and unconditionally guaranteed by us and our Operating Partnership’s subsidiaries and were 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 Exchangeable Senior Notes paid interest semiannually at a rate of 3.75 % per annum and matured on February 21, 2024. The effective interest rate including amortization of issuance costs was 4.53 %.
During the year ended December 31, 2024, we issued 28,408 shares of our common stock and paid $ 4.3 million in cash upon exchange by holders of $ 4.3 million principal amount of Exchangeable Senior Notes and paid off the remaining $ 0.1 million principal amount at maturity in February 2024, in accordance with terms of the indenture for the Exchangeable Senior Notes.
During the year ended December 31, 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 year ended December 31, 2023, we recognized a gain on the exchange totaling $ 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 $ 2.0 million for the year ended December 31, 2023.
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During the year ended December 31, 2022, we issued 413,166 shares of our common stock upon exchanges by holders of $ 26.9 million of outstanding principal amount of our Exchangeable Senior Notes. For the year ended December 31, 2022, we recognized a loss on the exchange totaling approximately $ 0.1 million 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 $ 26.7 million for the year ended December 31, 2022.
The following table details our interest expense related to the Exchangeable Senior Notes (in thousands):
For the Year Ended December 31,
2024
2023
2022
Cash coupon
$
24
$
182
$
452
Amortization of issuance cost
5
37
94
Capitalized interest
( 1 )
( 7 )
—
Total interest expense
$
28
$
212
$
546
The following table details the carrying value of our Exchangeable Senior Notes (in thousands):
December 31, 2024
December 31, 2023
Principal amount
$
—
$
4,436
Unamortized issuance cost
—
( 5 )
Carrying value
$
—
$
4,431
Accrued interest payable for the Exchangeable Senior Notes was $ 49,000 as of December 31, 2023 and is included in accounts payable and accrued expenses on our 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 rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured indebtedness, including the Exchangeable Senior Notes which matured in February 2024. 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 $ 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 effective interest rate including amortization of issuance costs is 6.03 %.
The following table details our interest expense related to the Notes due 2026 (in thousands):
For the Year Ended December 31,
2024
2023
2022
Cash coupon
$
16,500
$
16,500
$
16,500
Amortization of issuance cost
1,416
1,334
1,255
Capitalized interest
( 565 )
( 620 )
—
Total interest expense
$
17,351
$
17,214
$
17,755
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Table of Contents
The following table details the carrying value of our Notes due 2026 (in thousands):
December 31, 2024
December 31, 2023
Principal amount
$
300,000
$
300,000
Unamortized issuance cost
( 2,135 )
( 3,551 )
Carrying value
$
297,865
$
296,449
The Operating Partnership may redeem some or all of the notes at its option at any time at the applicable redemption price. If the notes are redeemed prior to February 25, 2026, the redemption price will be equal to 100 % of the principal amount of the notes being redeemed, plus a make-whole premium and accrued and unpaid interest thereon to, but excluding, the applicable redemption date. If the notes are redeemed on or after February 25, 2026, the redemption price will be equal to 100 % of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date.
The terms of the indenture for the 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 December 31, 2024.
Accrued interest payable for the Notes due 2026 as of December 31, 2024 and 2023 was $ 2.1 million and is included in accounts payable and accrued expenses on our consolidated balance sheets.
Revolving Credit Facility
In October 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, which matures on October 23, 2026. The Loan Agreement provided $ 50.0 million in aggregate commitments for secured revolving loans (the “Revolving Credit Facility”), 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 Revolving Credit Facility 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. The Revolving Credit Facility is subject to an unused line of credit fee, calculated in accordance with the Loan Agreement. The Loan Agreement is subject to certain liquidity and operating covenants and includes customary representations and warranties, affirmative and negative covenants and events of default. The Loan Agreement also allows the Operating Partnership, subject to the satisfaction of certain conditions, to request additional revolving loan commitments up to a specified amount. In November 2024, our Operating Partnership entered into an amendment to the Loan Agreement, pursuant to which the aggregate commitments under the Revolving Credit Facility were increased from $ 50.0 million to $ 87.5 million. There were no amounts outstanding under the Revolving Credit Facility as of December 31, 2024 and 2023.
In connection with the Revolving Credit Facility, we recorded $ 0.8 million of issuance costs, which are being amortized on a straight-line basis and recognized as non-cash interest expense over the term of the Revolving Credit Facility. For the year ended December 31, 2024 and 2023, we recognized $ 0.3 million and $ 41,000 of non-cash interest expense related to the Revolving Credit Facility.
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The following table summarizes the principal payments on our outstanding indebtedness as of December 31, 2024 (in thousands):
Payments Due
by Year
Amount
2025
$
—
2026
300,000
2027
—
2028
—
2029
—
Thereafter
—
Total
$
300,000
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 and dividend equivalents 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 December 31, 2024, all of the Company’s participating securities received dividends or dividend equivalents at an equal dividend rate per share. As a result, distributions to participating securities have been included in net income attributable to common stockholders to calculate net income per basic and diluted share.
The 9,468 shares, 81,169 shares and 202,076 shares necessary to settle the Exchangeable Senior Notes on the if-exchanged method basis were dilutive for the years ended December 31, 2024, 2023 and 2022, respectively, and were included in the computation of diluted earnings per share.
For the years ended December 31, 2024, 2023 and 2022, the performance share units (“PSUs”) granted to certain employees were not included in dilutive securities as the performance thresholds for the vesting of the PSUs were not met as measured as of the respective dates. (see Note 10 for further discussion of the PSUs).
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Computations of net income per basic and diluted share were as follows (in thousands, except share and per share data):
Years Ended December 31,
2024
2023
2022
Net income
$
161,661
$
165,588
$
154,386
Preferred stock dividends
( 1,804 )
( 1,352 )
( 1,352 )
Distribution to participating securities
( 2,254 )
( 1,482 )
( 834 )
Net income attributable to common stockholders used to compute net income per share – basic
157,603
162,754
152,200
Dilutive effect of Exchangeable Senior Notes
28
212
546
Net income attributable to common stockholders used to compute net income per share – diluted
$
157,631
$
162,966
$
152,746
Weighted-average common shares outstanding:
Basic
28,226,402
27,977,807
27,345,047
Restricted stock and RSUs
294,780
196,821
116,046
Dilutive effect of Exchangeable Senior Notes
9,468
81,169
202,076
Diluted
28,530,650
28,255,797
27,663,169
Net income attributable to common stockholders per share:
Basic
$
5.58
$
5.82
$
5.57
Diluted
$
5.52
$
5.77
$
5.52
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 December 31, 2024 and 2023 (in thousands):
At December 31, 2024
At December 31, 2023
Carrying Value
Fair Value
Carrying Value
Fair Value
Investments (1)
$
5,000
$
5,000
$
21,948
$
21,951
Investments as cash equivalents (2)
$
45,714
$
45,714
$
15,187
$
15,029
Exchangeable Senior Notes (3)
$
—
$
—
$
4,431
$
7,576
Notes due 2026 (3)
$
297,865
$
289,077
$
296,449
$
278,325
Construction loan (4)
$
22,800
$
28,245
$
22,000
$
27,543
Notes receivable (5)
$
16,786
$
16,786
$
20,028
$
20,028
(1) At December 31, 2024, investments consisting of short-term certificates of deposit with an original maturity at the time of purchase of greater than 90 days and less than one year are classified as held-to-maturity, stated at cost and valued using Level 2 inputs. At December 31, 2023, investments consisting of short-term obligations of the U.S. government with an original maturity at the time of purchase of greater than 90 days and less than one year are classified as held-to-maturity, stated at amortized cost and valued using Level 1 inputs. At December 31, 2023, the unrecognized gain was $ 78,000 .
(2) Investments included in cash and 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 90 days are classified as held-to-maturity and valued using Level 1 inputs.
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(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. Th Exchangeable Senior Notes matured in February 2024.
(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 both December 31, 2024 and 2023, the expected market yields used to determine fair value was 16.25 % . 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.
(5) Notes receivable relate to certain acquisitions of real estate which did not satisfy the requirements for sale-leaseback accounting (see Note 2 “Acquisition of Real Estate Properties” to our consolidated financial statements for more information). The notes receivable are categorized as Level 3 and were also valued using a yield analysis. At December 31, 2024 and 2023, the weighted average expected market yields used to determine fair values were 20.6 % and 17.2 % , respectively.
The carrying amounts of cash equivalents, accounts payable, accrued expenses and other liabilities approximate fair values.
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 withholding 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 years ended December 31, 2024, 2023 and 2022 is included in the table below:
Weighted-
Restricted
Average Grant Date
Shares
Fair Value
Nonvested balance at December 31, 2021
37,767
$
92.49
Granted
24,456
$
205.62
Vested
( 18,051 )
$
91.57
Forfeited (1)
( 10,146 )
$
69.74
Nonvested balance at December 31, 2022
34,026
$
181.08
Granted
40,770
$
105.85
Vested
( 12,115 )
$
173.37
Forfeited (1)
( 5,970 )
$
116.31
Nonvested balance at December 31, 2023
56,711
$
135.46
Granted
46,752
$
93.26
Vested
( 18,753 )
$
111.84
Forfeited (1)
( 7,442 )
$
205.15
Nonvested balance at December 31, 2024
77,268
$
108.95
(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 $ 4.1 million for restricted stock awards is expected to be recognized over a weighted-average amortization period of 1.7 years as of December 31, 2024. The fair value of restricted stock that vested in 2024, 2023 and 2022 was $ 2.6 million, $ 1.7 million and $ 6.9 million, respectively.
The following table summarizes our RSU activity for the years ended December 31, 2024, 2023 and 2022. 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
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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-
Unvested
Average Grant Date
RSUs
Fair Value
Balance at December 31, 2021
60,326
$
120.24
Granted
23,351
$
206.45
Balance at December 31, 2022
83,677
$
144.30
Granted
66,279
$
101.40
Balance at December 31, 2023
149,956
$
125.34
Granted
72,546
$
92.64
Balance at December 31, 2024
222,502
$
114.68
The remaining unrecognized compensation cost of $ 6.5 million for RSU awards is expected to be recognized over an amortization period of 1.7 years as of December 31, 2024.
In January 2021, we initiated the PSU program and issued 70,795 “target” PSUs to a select group of officers, which vest and are settled in shares of common stock (“Award Shares”) based on the Company’s total stockholder return over a period commencing on January 11, 2021 and ending on December 31, 2023 (the “Performance Period”) relative to two different comparator groups of companies. In January 2022, we issued 102,641 “target” PSUs to a select group of officers, which vest and are settled in shares of common stock (referred to herein together with the 2021 PSU Award Shares as the “Award Shares”) based on the Company’s total stockholder return over a period commencing on January 11, 2022 and ending on December 31, 2024 (referred to herein together with the 2021 PSU Performance Period as the “Performance Periods”) relative to two different comparator groups of companies.
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 the year ended December 31, 2024, 2023 and 2022, we recognized stock-based compensation expense of $ 6.7 million, $ 10.7 million and $ 10.7 million, respectively, relating to PSU awards.
The PSUs granted in January 2021 were forfeited in their entirety on December 31, 2023 pursuant to the terms of the agreements, as the PSUs failed to meet the performance threshold for vesting. The PSUs granted in January 2022 were forfeited in their entirety on December 31, 2024 pursuant to the terms of the agreements, as the PSUs failed to meet the performance threshold for vesting.
11. Commitments and Contingencies
Office Lease. The future contractual lease payments for our office lease and the reconciliation to the office lease liability reflected in other liabilities in our consolidated balance sheet as of December 31, 2024 is presented in the table below (in thousands):
Year
Amount
2025
$
526
2026
543
2027
45
2028
—
2029
—
Total future contractual lease payments
1,114
Effect of discounting
( 66 )
Office lease liability
$
1,048
Improvement Allowances. As of December 31, 2024, we had $ 37.1 million of commitments related to improvement allowances, which generally may be requested by the tenants at any time up until a date that is near the expiration of the initial term of the applicable lease.
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Construction Commitments. As of December 31, 2024, we had approximately $ 1.2 million of commitments related to contracts with vendors for improvements at our properties.
Construction Loan. As of December 31, 2024, we had $ 0.2 million of commitments related to our construction loan for the development of a regulated cannabis cultivation and processing facility in California.
Environmental Matters . We follow the policy of monitoring our properties, both targeted acquisition and existing properties, for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist, we are not currently aware of any environmental liabilities that would have a material adverse effect on our financial condition, results of operations and cash flow, or that we believe would require disclosure or the recording of a loss contingency.
Litigation .
Class Action Lawsuits
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. Mallozzi, 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 was filed in the U.S. District Court for the District of New Jersey. The lawsuit was purportedly brought on behalf of purchasers of our common stock 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 amended (the “Exchange Act”), SEC Rule 10b-5, and Section 20(a) of the Exchange Act. According to the filed complaint, the p laintiff 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 May 7, 2020 and April 13, 2022.
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 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. On December 18, 2023, defendants moved to dismiss the Second Amended Class Action Complaint; on February 1, 2024, plaintiff responded with their opposition to defendants’ motion to dismiss the Second Amended Class Action Complaint; and on March 1, 2024, defendants replied to plaintiff’s response. On September 25, 2024, the court granted defendants’ motion to dismiss the Second Amended Class Action Complaint with prejudice. On September 30, 2024, plaintiff filed a notice of appeal of the court’s dismissal of the Second Amended Class Action Complaint with prejudice. On December 9, 2024, plaintiff filed their opening appellate brief with the United States Court of Appeals for the Third Circuit. On January 23, 2025, defendants filed their appellate brief.
On January 17, 2025, a second federal securities class action lawsuit was filed against the Company and certain of its officers. The case was named Alain Giraudon, individually and on behalf of others similarly situated v. Innovative Industrial Properties, Inc., Alan D. Gold, Paul E. Smithers, David Smith and Ben Regin, Case No. 1:25-cv-00182-RDB, and was filed in the U.S. District Court for the District of Maryland. The lawsuit was purportedly brought on behalf of purchasers of our common stock 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 Exchange Act, SEC Rule 10b-5, and Section 20(a) of the Exchange Act. According to the filed 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 February 27, 2024 and December 19, 2024.
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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 consolidated financial statements.
Derivative Action Lawsuits
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., Case Number 24-C-22-003312, and was filed in the Circuit Court for Baltimore City, Maryland. The lawsuit asserts putative derivative claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against the directors and certain officers of the Company. 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 Draper, 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 , Case Number 24-C-22-004243, and filed in the Circuit Court for Baltimore City, Maryland. The lawsuit asserts putative derivative claims for breach of fiduciary duty, and seeks actions to reform and improve the Company, and an undetermined amount of damages, restitution, interest, and attorneys’ fees and costs. On October 19, 2022, the parties to both cases filed a Joint Motion to Consolidate Related Shareholder Derivative Actions and to Appoint Lead and Liaison Counsel for plaintiffs, which was granted on December 19, 2022, along with a stay in the lawsuit pending a ruling on the defendants’ motion to dismiss the federal class action lawsuit described above. On April 17, 2023, a third derivative action lawsuit was filed against the Company and certain of its officers and directors. The case was named 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., Case Number 1:23-cv-00737-GLR, and filed in the United States District Court for the District of Maryland. The lawsuit asserts putative derivative claims for breach of fiduciary duty and violations of Section 14(a) of the Exchange Act, and seeks an undetermined amount of damages, equitable relief, and attorneys’ fees and costs. Defendants in this 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., Case Number 1:23-cv-01513-GLR, and filed in the United States District Court for the District of Maryland. On July 19, 2023, the United States Court for the District of Maryland consolidated Case Nos. 1:23-cv-00737-GLR and 1:23-cv-01513-GLR with case number 1:23-cv-00737-GLR as the lead case, and kept the stay in place. The consolidated case remains stayed as Case Number 24-C-22-003312. This derivative action relates to the same allegations as those made in the Mallozzi class action, detailed above.
On May 9, 2024, a fifth derivative action lawsuit was filed against the Company and certain of its officers and directors. The case was named Gary A Gedig, derivatively on behalf of Innovative Industrial Properties, Inc. v. Paul Smithers, Catherine Hastings, Ben Regin, Andy Bui, Tracy Hager, Alan Gold, Gary A. Kreitzer, Mary Curran, Scott Shoemaker, M.D., and David Stecher, and Innovative Industrial Properties, Inc., Civil No. C-24-CV-24-000130, and filed in the Circuit Court for Baltimore City, Maryland. Plaintiff and defendants in this action filed a Joint Stipulation to Stay the Proceedings, which was granted on September 17, 2024. This derivative action also relates to the same allegations as those made in the Mallozzi class action, detailed above.
On February 12, 2025, a derivative action lawsuit was filed against the Company and certain of its officers and directors. The case was named Joshua Steffens, derivatively on behalf of Innovative Industrial Properties, Inc. v. Alan Gold, Paul Smithers, David Smith, Ben Regin, Gary Kreitzer, Gary Stecher, Scott Shoemaker, Mary Allis Curran, and Innovative Industrial Properties, Inc., Case Number 1:25-cv-00456-ABA, and was filed in the United States District Court for the District of Maryland. The lawsuit asserts putative derivative claims for violations of the Exchange Act, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, and
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contribution against the directors and certain officers of the Company. The plaintiffs are seeking an undetermined amount of damages, interest, an accounting and constructive trust, punitive damages, and attorneys’ fees and costs. This derivative action relates to the same allegations as those made in the Giraudon class action, detailed above.
On February 13, 2025, a derivative action lawsuit was filed against the Company and certain of its officers and directors. The case was named Joshua Albers, derivatively on behalf of Innovative Industrial Properties, Inc. v. Alan Gold, Paul Smithers, David Smith, Ben Regin, Gary Kreitzer, Gary Stecher, Scott Shoemaker, Mary Allis Curran, and Innovative Industrial Properties, Inc., Case Number 1:25-cv-00469-BAH, and was filed in the United States District Court for the District of Maryland. The lawsuit asserts putative derivative claims for violations of the Exchange Act, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, and contribution against the directors and certain officers of the Company. The plaintiffs are seeking an undetermined amount of damages, interest, reform, punitive damages, and attorneys’ fees and costs. This derivative action also relates to the same allegations as those made in the Giraudon class action, detailed above.
The Company intends to vigorously defend each of these lawsuits. However, at this time, the Company cannot predict the probable outcome of these actions, and, accordingly, no amounts have been accrued in the Company’s consolidated financial statements.
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.
Deferred Compensation Plan. In November 2019, we adopted the Innovative Industrial Properties, Inc. Nonqualified Deferred Compensation Plan (the “Plan”), which allows a select group of management and non-employee directors to defer receipt of their compensation, including up to 80 % of base salary, 100 % of bonus, 100 % of director fees and 100 % of restricted equity awards. The Plan assets are held in a rabbi trust which is consolidated and included in the consolidated financial statements.
12. Segment Information
We operate in one reportable segment of acquiring, developing/redeveloping and leasing real estate to tenants on a long-term triple-net basis. All of our revenues are generated in the United States and the CODM manages the business activities on a consolidated basis. The CODM is our President and Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income, which is reported on the consolidated statements of income. The CODM uses net income to evaluate return on investments and determine whether to reinvest profits or to pay dividends. The evaluation is also used to establish management’s compensation. The revenues, expenses (including stock-based compensation) and net income for the reportable segment are the same as those presented on the consolidated financial statements. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.
13. Subsequent Events
Lease Amendments
In January 2025, we entered into lease amendments with PharmaCann with respect to nine of its leases for properties located in New York, Illinois, Pennsylvania, Ohio, and Colorado. Those lease amendments reduced cumulative total base rent from $ 2.8 million per month to $ 2.6 million per month, with cash rent payments commencing February 1, 2025, and provided for pro-rata replenishment of security deposits over thirty-six months commencing February 1, 2027. We also entered into lease amendments with PharmaCann with respect to two of its leases for cultivation properties in Michigan and Massachusetts. Those amendments provide that monthly base rent of $ 1.3 million for these two properties will be abated in full effective February 1, 2025 and, if the properties have not been transitioned to new tenant(s) by August 1, 2025, we will regain full control over the properties. We applied security deposits held by us pursuant to all of the PharmaCann leases for the payment in full of all defaulted rent for December 2024 and January 2025 and certain penalties. If PharmaCann is not able to refinance its existing senior secured credit facility maturing
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June 30, 2025, all modifications to our leases with PharmaCann described above will immediately be null and void and the leases will revert to the terms in effect as of January 1, 2025.
Litigation
On January 17, 2025, a federal securities class action lawsuit was filed against us and certain of our officers. On February 12, 2025 and February 13, 2025, derivative actions were filed against us and certain of our officers and directors. See Note 11 “Commitments and Contingencies” for a description of these actions.
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INNOVATIVE INDUSTRIAL PROPERTIES, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2024
(In thousands)
Initial Costs
Total Costs
Costs
Capitalized
Year
Building and
Subsequent to
Building and
Accumulated
Net Cost
Property
Property Type (1)
State
Built/Renovated
Land
Improvements
Acquisition
Land
Improvements (7)
Total
Depreciation
Basis
Year Acquired
East Cherry Street
Industrial
Arizona
1971 / 2016
$
723
$
3,995
$
—
$
723
$
3,995
$
4,718
$
( 270 )
$
4,448
2022
West Greenhouse Drive
Industrial
Arizona
1995 / 2017
398
14,629
5,003
398
19,632
20,030
( 4,889 )
15,141
2017
Perez Road
Industrial
California
1981 / 2024
734
5,634
9,241
734
14,875
15,609
( 734 )
14,875
2022
64125 19th Avenue
Industrial
California
2019 / 2023
5,930
45,081
12,614
5,930
57,695
63,625
( 4,647 )
58,978
2021
McLane Street
Industrial
California
2005 / 2019
1,577
15,935
1,327
1,577
17,262
18,839
( 1,847 )
16,992
2020
Inland Center Drive (5)
Industrial (4)
California
1969 / (2)
3,485
21,911
11,413
3,485
33,324
36,809
—
36,809
2020
63795 19th Avenue (5)
Industrial
California
2004 / (2)
3,534
12,852
19,601
3,534
32,453
35,987
( 2,250 )
33,737
2019
North Anza Road
Industrial (4)
California
1980 / 2017
916
5,406
11
916
5,417
6,333
( 946 )
5,387
2019
North Anza Road & Del Sol Road
Industrial (6)
California
1980 / 2017
840
4,959
36
840
4,995
5,835
( 868 )
4,967
2019
1804 Needles Highway (3)
Industrial
California
1964 / 2019
174
715
1
174
716
890
( 103 )
787
2019
West Broadway (3)
Industrial
California
1976 / 2019
289
1,185
2
289
1,187
1,476
( 171 )
1,305
2019
3253 Needles Highway (3)
Industrial
California
2018 / 2019
949
3,900
8
949
3,908
4,857
( 563 )
4,294
2019
3241 & 3247 Needles Highway (3)
Industrial
California
2020 / 2020
1,981
8,138
16
1,981
8,154
10,135
( 1,177 )
8,958
2019
Sacramento
Industrial
California
1990 / 2019
1,376
5,321
6,033
1,376
11,354
12,730
( 2,055 )
10,675
2019
Steele Street
Industrial
Colorado
1967 / 1978 / 2018
2,101
9,176
—
2,101
9,176
11,277
( 1,854 )
9,423
2018
Washington Street
Industrial
Colorado
1975 / 2017
4,309
4,988
—
4,309
4,988
9,297
( 404 )
8,893
2021
West Barberry Place
Industrial
Colorado
1971 / 2012
389
2,478
—
389
2,478
2,867
( 193 )
2,674
2021
Hamilton Road
Industrial
Florida
1982 / 2021
2,186
17,371
36,340
2,186
53,711
55,897
( 5,305 )
50,592
2020
West Lake Drive
Industrial
Florida
2014 / 2021
1,071
34,249
16,007
1,071
50,256
51,327
( 7,520 )
43,807
2020
NW Highway 441
Industrial
Florida
1981 / 2021
752
23,064
17,782
752
40,846
41,598
( 4,428 )
37,170
2021
Ben Bostic Road
Industrial
Florida
2019 / 2020
274
16,729
—
274
16,729
17,003
( 2,740 )
14,263
2019
33rd Street & 36th Avenue
Industrial
Florida
1991 / (2)
2,080
12,876
12,362
2,080
25,238
27,318
( 253 )
27,065
2024
East Mazon Avenue
Industrial
Illinois
1992 / 2020
201
17,807
10,008
201
27,815
28,016
( 5,147 )
22,869
2019
Revolution Road
Industrial
Illinois
2015 / 2020
563
18,457
51,538
563
69,995
70,558
( 12,270 )
58,288
2018
East 4th Street
Industrial
Illinois
2015 / 2020
739
8,284
40,998
739
49,282
50,021
( 7,634 )
42,387
2020
Industrial Drive
Industrial
Illinois
1984 / 2020
350
10,191
29,446
350
39,637
39,987
( 6,858 )
33,129
2019
S US Highway 45 52
Industrial
Illinois
2015 / 2019
268
11,840
13,279
268
25,119
25,387
( 4,207 )
21,180
2019
Centerpoint Way
Industrial
Illinois
2016 / 2019
2,947
17,761
254
2,947
18,015
20,962
( 2,938 )
18,024
2019
Adams Street
Industrial
Illinois
2024
6,518
—
65,316
6,518
65,316
71,834
( 4,222 )
67,612
2021
South Street
Industrial
Maryland
1980 / 2021
1,861
14,775
12,858
1,861
27,633
29,494
( 3,095 )
26,399
2021
Alaking Court
Industrial
Maryland
2017 / 2017
2,785
8,410
22,765
2,785
31,175
33,960
( 7,005 )
26,955
2017
560 Western Maryland Parkway
Industrial
Maryland
1996 / 2021
1,849
23,441
—
1,849
23,441
25,290
( 1,587 )
23,703
2022
108 Western Maryland Parkway
Industrial
Maryland
1976 / 2024
729
4,910
—
729
4,910
5,639
( 29 )
5,610
2024
Hopping Brook Road
Industrial
Massachusetts
2020 / 2020
3,030
—
27,512
3,030
27,512
30,542
( 3,942 )
26,600
2018
Chestnut Hill Avenue
Industrial
Massachusetts
1938 / 2021
2,202
24,568
36,965
2,202
61,533
63,735
( 8,119 )
55,616
2020
Worcester Road
Industrial
Massachusetts
1973 / 2022
4,063
16,462
1,000
4,063
17,462
21,525
( 967 )
20,558
2022
Canal Street/7 North Bridge Street
Industrial
Massachusetts
1890 / 2021
694
2,831
40,035
694
42,866
43,560
( 8,023 )
35,537
2019
Palmer Road
Industrial
Massachusetts
1980 / 2018
1,059
11,717
6,977
1,059
18,694
19,753
( 3,163 )
16,590
2018
East Main Street
Industrial
Massachusetts
1991 / 2019
2,316
13,194
—
2,316
13,194
15,510
( 1,508 )
14,002
2020
Curran Highway
Industrial
Massachusetts
1978 / 2021
2,082
1,026
23,685
2,082
24,711
26,793
( 2,425 )
24,368
2021
Hoover Road
Industrial
Michigan
1940 / 2020 / 2021
1,237
17,791
64,484
1,237
82,275
83,512
( 10,233 )
73,279
2019
F-30
Table of Contents
East Hazel Street
Industrial
Michigan
1929 / 2021
409
4,360
19,297
409
23,657
24,066
( 3,419 )
20,647
2019
Oliver Drive
Industrial
Michigan
1930 / 1972 / 2021
1,385
3,631
26,755
1,385
30,386
31,771
( 4,005 )
27,766
2020
Davis Highway
Industrial
Michigan
1999 / 2024
1,907
13,647
56,278
1,907
69,925
71,832
( 1,386 )
70,446
2021
Harvest Park
Industrial
Michigan
2018 / 2021
1,933
3,559
12,096
1,933
15,655
17,588
( 3,117 )
14,471
2018
Executive Drive
Industrial
Michigan
1960 / 2020
389
6,489
3,140
389
9,629
10,018
( 1,771 )
8,247
2019
77th Street Northeast
Industrial
Minnesota
2015 / 2017 / 2019
427
2,644
6,618
427
9,262
9,689
( 1,953 )
7,736
2017
Industrial Drive
Industrial
Missouri
2022
753
787
26,717
753
27,504
28,257
( 2,291 )
25,966
2021
East Cheyenne Avenue
Industrial
Nevada
1984 / 2020
1,088
2,768
5,771
1,088
8,539
9,627
( 1,589 )
8,038
2019
Munsonhurst Road
Industrial
New Jersey
1956 / 2022
4,987
30,421
19,648
4,987
50,069
55,056
( 4,139 )
50,917
2022
South Route 73
Industrial
New Jersey
1995 / 2020
702
4,857
29,511
702
34,368
35,070
( 6,089 )
28,981
2020
North West Blvd
Industrial
New Jersey
1962 / 2020
222
10,046
1,580
222
11,626
11,848
( 1,593 )
10,255
2020
Hudson Crossing Drive
Industrial
New York
2016 / (2)
7,600
22,475
101,060
7,600
123,535
131,135
( 11,102 )
120,033
2016
County Route 117
Industrial
New York
1970 / 2024
1,593
3,157
76,751
1,593
79,908
81,501
( 6,511 )
74,990
2017
98th Ave South
Industrial
North Dakota
2018 / 2020
191
9,743
2,272
191
12,015
12,206
( 2,000 )
10,206
2019
Hunts Landing Road
Industrial
Ohio
2019 / 2019
712
—
19,309
712
19,309
20,021
( 2,637 )
17,384
2019
Jason Street
Industrial
Ohio
1937 / 2020
239
2,688
29,250
239
31,938
32,177
( 4,354 )
27,823
2020
Springs Way
Industrial
Ohio
2018 / 2020
235
10,377
2,972
235
13,349
13,584
( 1,903 )
11,681
2020
East Tallmadge Ave.
Industrial
Ohio
1954 / 1986 / 2020
22
1,014
2,501
22
3,515
3,537
( 720 )
2,817
2019
Boltonfield Street
Industrial
Ohio
2023 / (2)
1,253
18,876
25,278
1,253
44,154
45,407
( 1,918 )
43,489
2023
Scott Technology Park
Industrial
Pennsylvania
2020 / 2020
954
—
27,070
954
27,070
28,024
( 3,106 )
24,918
2019
New Beaver Avenue
Industrial
Pennsylvania
1976 / 2021
6,979
34,781
26,107
6,979
60,888
67,867
( 6,736 )
61,131
2021
East Market Street
Industrial
Pennsylvania
1927 / 2017
1,435
19,098
74,306
1,435
93,404
94,839
( 13,869 )
80,970
2019
Wayne Avenue
Industrial
Pennsylvania
1980 / 2024
1,228
13,080
47,359
1,228
60,439
61,667
( 8,276 )
53,391
2019
Horton Drive
Industrial
Pennsylvania
1988 / 2020
1,353
11,854
29,745
1,353
41,599
42,952
( 5,835 )
37,117
2019
Industrial Street
Industrial
Pennsylvania
1930 / 2020
941
7,941
16,712
941
24,653
25,594
( 3,348 )
22,246
2020
Rosanna Avenue
Industrial
Pennsylvania
1959 / 2020
3,540
5,603
36,671
3,540
42,274
45,814
( 6,870 )
38,944
2018
Susquehanna Street
Industrial
Pennsylvania
1968 / 2017
1,318
13,708
—
1,318
13,708
15,026
( 702 )
14,324
2023
FM 969
Industrial
Texas
(2)
—
11,157
9,758
—
20,915
20,915
( 1,104 )
19,811
2022
Decatur Street
Industrial
Virginia
2019 / 2020
231
11,582
7,936
231
19,518
19,749
( 4,065 )
15,684
2020
Lathrop Industrial Drive SW
Industrial
Washington
1997 / 2015
1,826
15,684
—
1,826
15,684
17,510
( 1,998 )
15,512
2020
East Glendale Avenue
Retail
Arizona
2019 / 2019
1,216
811
501
1,216
1,312
2,528
( 284 )
2,244
2019
Dahlia Street
Retail
Colorado
2019 / 2019
179
2,132
—
179
2,132
2,311
( 260 )
2,051
2020
East Colfax Avenue
Retail
Colorado
1998 / 2020
244
307
916
244
1,223
1,467
( 116 )
1,351
2021
North 2nd Street
Retail
Colorado
1973 / 2020
140
258
810
140
1,068
1,208
( 95 )
1,113
2021
West Railroad Avenue
Retail
Colorado
1977 / 2020
149
618
168
149
786
935
( 92 )
843
2021
Southgate Pl
Retail
Colorado
1998 / 2019
367
645
54
367
699
1,066
( 95 )
971
2020
Wewatta Street
Retail
Colorado
2015 / 2018
4,036
2,417
—
4,036
2,417
6,453
( 192 )
6,261
2021
Southgate Place
Retail
Colorado
2018 / 2018
942
3,314
—
942
3,314
4,256
( 289 )
3,967
2021
South Peoria Court
Retail
Colorado
1979 / 2016
938
2,770
—
938
2,770
3,708
( 241 )
3,467
2021
Highway 6 & 24
Retail
Colorado
1960 / 2019
892
1,996
—
892
1,996
2,888
( 173 )
2,715
2021
North College Avenue
Retail
Colorado
1952 / 2017
527
2,952
—
527
2,952
3,479
( 232 )
3,247
2021
East Quincy Avenue
Retail
Colorado
2018 / 2018
659
2,493
—
659
2,493
3,152
( 207 )
2,945
2021
East Montview Boulevard
Retail
Colorado
1952 / 2019
256
1,490
—
256
1,490
1,746
( 119 )
1,627
2021
South Federal Blvd
Retail
Colorado
1980 / 2017
193
1,361
—
193
1,361
1,554
( 106 )
1,448
2021
Santa Fe Trail
Retail
Colorado
1948 / 2000
232
1,110
—
232
1,110
1,342
( 95 )
1,247
2021
Water Street
Retail
Colorado
1930 / 2013
319
945
—
319
945
1,264
( 84 )
1,180
2021
Gregory Street
Retail
Colorado
1875 / 2014
101
1,058
—
101
1,058
1,159
( 80 )
1,079
2021
West 20th Avenue
Retail
Colorado
1970 / 2014
289
666
—
289
666
955
( 57 )
898
2021
South Federal Blvd.
Retail
Colorado
1941 / 2018
461
319
—
461
319
780
( 30 )
750
2021
West 6th Street
Retail
Colorado
2019 / 2019
60
272
—
60
272
332
( 27 )
305
2021
Elm Avenue
Retail
Colorado
1962 / 2020
21
311
—
21
311
332
( 33 )
299
2021
Bent Avenue North
Retail
Colorado
2019 / 2019
49
284
—
49
284
333
( 28 )
305
2021
Coolidge Rd
Retail
Michigan
2019 / 2019
1,635
—
1,727
1,635
1,727
3,362
( 281 )
3,081
2019
South Cedar Street
Retail
Michigan
1957 / 2019
282
1,951
—
282
1,951
2,233
( 354 )
1,879
2019
West Pierson Road
Retail
Michigan
1975 / 2019
122
2,065
—
122
2,065
2,187
( 372 )
1,815
2019
Wilder Road
Retail
Michigan
1988 / 2019
49
1,696
—
49
1,696
1,745
( 308 )
1,437
2019
East Front Street
Retail (6)
Michigan
1992 / 2019
449
827
—
449
827
1,276
( 150 )
1,126
2019
F-31
Table of Contents
South Mason Drive
Retail
Michigan
1970 / 2019
25
973
—
25
973
998
( 176 )
822
2019
N Delsea Dr
Retail
New Jersey
1974 / 2020
244
1,928
—
244
1,928
2,172
( 215 )
1,957
2020
24th Street East
Retail
North Dakota
2019 / 2019
348
1,368
—
348
1,368
1,716
( 125 )
1,591
2021
Highway 2 East
Retail
North Dakota
1976 / 2019
120
1,225
—
120
1,225
1,345
( 116 )
1,229
2021
Main Street
Retail
Pennsylvania
1980 / 2019
57
840
—
57
840
897
( 64 )
833
2021
South 17th Street
Retail
Pennsylvania
2021 / 2021
553
2,000
—
553
2,000
2,553
( 140 )
2,413
2022
Grape Street
Industrial/Retail
Colorado
1982 / 2018
1,380
5,786
—
1,380
5,786
7,166
( 459 )
6,707
2021
US 50 Business and Baxter Road
Industrial/Retail
Colorado
1929 / 2019
119
1,652
—
119
1,652
1,771
( 158 )
1,613
2021
South Fox Street
Industrial/Retail
Colorado
1965 / 2014
297
829
—
297
829
1,126
( 66 )
1,060
2021
West Street
Industrial/Retail
Massachusetts
1880 / 2021
650
7,119
19,781
650
26,900
27,550
( 3,316 )
24,234
2020
Mozzone Boulevard
Industrial/Retail
Massachusetts
1975 / 2019
1,626
38,406
—
1,626
38,406
40,032
( 2,774 )
37,258
2022
Stephenson Highway
Industrial/Retail
Michigan
2021 / 2021
6,211
—
22,304
6,211
22,304
28,515
( 2,397 )
26,118
2020
Hoover Road
Industrial/Retail
Michigan
1951 / 2021
700
9,557
6,988
700
16,545
17,245
( 1,789 )
15,456
2021
Leah Avenue (5)
Industrial/Retail
Texas
(2)
2,222
1,195
4,536
2,222
5,731
7,953
—
7,953
2021
Total
$
146,772
$
898,030
$
1,395,170
$
146,772
$
2,293,200
$
2,439,972
$
( 271,190 )
$
2,168,782
(1) “Industrial” reflects facilities utilized or expected to be utilized for regulated cannabis cultivation, processing and/or distribution activities, which can consist of industrial and/or greenhouse space.
(2) As of December 31, 2024, all or a portion of the property was under development or redevelopment.
(3) These four properties were sold in March 2023 but the transaction did not qualify for recognition as a completed sale under GAAP. As such, the properties remain on the consolidated balance sheets. Refer to Note 6 “Investments in Real Estate” for more information.
(4) As of December 31, 2024, we are evaluating alternative non-cannabis uses for the properties, due in part to changes in the zoning of the properties that no longer allow for regulated cannabis cultivation and processing.
(5) As of December 31, 2024, these properties were vacant and excluded from our operating portfolio.
(6) As of December 31, 2024, these properties were leased to non-cannabis tenants.
(7) Building and improvements balance includes Construction in progress.
As of December 31, 2024, the aggregate gross cost of the properties included above for federal income tax purposes was $ 2.5 billion, which excludes the four properties that were sold in March 2023 that did not qualify for recognition as a completed sale under GAAP but is recognized as a sale for tax purposes.
A reconciliation of historical cost and related accumulated depreciation is as follows (in thousands):
Years Ended December 31,
2024
2023
2022
Investment in real estate, at cost:
Balance at beginning of year
$
2,368,515
$
2,204,687
$
1,722,104
Purchases of investments in real estate
18,666
35,155
149,317
Additions and improvements, net (1)
66,790
128,673
355,633
Sale of real estate investments
( 13,999 )
—
( 22,367 )
Balance at end of year
$
2,439,972
$
2,368,515
$
2,204,687
Accumulated Depreciation:
Balance at beginning of year
$
( 202,692 )
$
( 138,405 )
$
( 81,938 )
Depreciation expense
( 69,842 )
( 64,287 )
( 58,935 )
Sale of real estate investments
1,344
—
2,468
Balance at end of year
$
( 271,190 )
$
( 202,692 )
$
( 138,405 )
(1) During the year ended December 31, 2024, a $ 3.2 million acquisition of real estate which previously did not satisfy the requirements for sale-leaseback accounting was reclassified to real estate held for investment as the requirements for sale-leaseback accounting were satisfied.
F-32