INNOVATIVE INDUSTRIAL PROPERTIES INC
For the period ended May 15, 2024. Filed Apr 1, 2024.
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May 15, 2024 · Filed Apr 1, 2024
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APPENDIX A
APPENDIX A
Adjusted Funds from Operations
The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to AFFO. Also presented is information regarding the weighted average number of common shares used for the basic and diluted computations per share (dollars in thousands, except per share amounts):
| · · · · Years Ended December 31, · | ||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · 2023 · · · 2022 · · · 2021 · · · 2020 · · · 2019 · · · 2018 · · · 2017 · | ||||||||||||||||||||||||||||||||||||||||||||
| | Net income attributable to common stockholders | | | | $164,236 | | | | | $153,034 | | | | | $112,638 | | | | | $64,378 | | | | | $22,123 | | | | | $5,633 | | | | | $(395) | | | |||||||
| | Real estate depreciation and amortization | | | | | 67,194 | | | | | | 61,303 | | | | | | 41,776 | | | | | | 28,025 | | | | | | 8,599 | | | | | | 2,629 | | | | | | 915 | | |
| | Gain on sale of real estate | | | | | — | | | | | | (3,601) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Funds from operations (“FFO”) attributable to common stockholders (basic) | | | | | 231,430 | | | | | | 210,736 | | | | | | 154,414 | | | | | | 92,403 | | | | | | 30,722 | | | | | | 8,262 | | | | | | 520 | | |
| | Cash and non-cash interest expense on Exchangeable Senior Notes | | | | | 219 | | | | | | 546 | | | | | | 7,517 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | FFO attributable to common stockholders (diluted) | | | | | 231,649 | | | | | | 211,282 | | | | | | 161,931 | | | | | | 92,403 | | | | | | 30,722 | | | | | | 8,262 | | | | | | 520 | | |
| | Acquisition-related expense | | | | | — | | | | | | — | | | | | | — | | | | | | 94 | | | | | | 97 | | | | | | — | | | | | | — | | |
| | Financing expense | | | | | — | | | | | | 367 | | | | | | — | | | | | | 211 | | | | | | — | | | | | | — | | | | | | — | | |
| | Litigation-related expense | | | | | 2,480 | | | | | | 3,010 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Loss (gain) on exchange of Exchangeable Senior Notes | | | | | (22) | | | | | | 125 | | | | | | 3,692 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Normalized FFO attributable to common stockholders (diluted) | | | | | 234,107 | | | | | | 214,784 | | | | | | 165,623 | | | | | | 92,708 | | | | | | 30,819 | | | | | | 8,262 | | | | | | 520 | | |
| | Interest income on seller-financed note(1) | | | | | 1,342 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Stock-based compensation | | | | | 19,581 | | | | | | 17,507 | | | | | | 8,616 | | | | | | 3,330 | | | | | | 2,495 | | | | | | 1,465 | | | | | | 1,719 | | |
| | Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 113 | | |
| | Non-cash interest expense | | | | | 1,375 | | | | | | 1,255 | | | | | | 715 | | | | | | 2,040 | | | | | | 1,678 | | | | | | — | | | | | | — | | |
| | Above-market lease amortization | | | | | 92 | | | | | | 91 | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | AFFO attributable to common stockholders (diluted) | | | | $256,497 | | | | | $233,637 | | | | | $174,958 | | | | | $98,078 | | | | | $34,992 | | | | | $9,727 | | | | | $2,352 | | | |||||||
| | FFO per common share – diluted | | | | $8.20 | | | | | $7.64 | | | | | $6.17 | | | | | $4.72 | | | | | $2.88 | | | | | $1.13 | | | | | $0.15 | | | |||||||
| | Normalized FFO per common share – diluted | | | | $8.29 | | | | | $7.76 | | | | | $6.31 | | | | | $4.74 | | | | | $2.88 | | | | | $1.13 | | | | | $0.15 | | | |||||||
| | AFFO per common share – diluted | | | | $9.08 | | | | | $8.45 | | | | | $6.66 | | | | | $5.01 | | | | | $3.28 | | | | | $1.34 | | | | | $0.67 | | | |||||||
| | Weighted average common shares outstanding – basic | | | | | 27,977,807 | | | | | | 27,345,047 | | | | | | 23,903,017 | | | | | | 19,443,602 | | | | | | 10,546,016 | | | | | | 7,138,952 | | | | | | 3,375,284 | | |
| | Restricted stock and RSUs | | | | | 196,821 | | | | | | 116,046 | | | | | | 96,174 | | | | | | 114,017 | | | | | | 138,052 | | | | | | 146,849 | | | | | | 131,861 | | |
| | PSUs | | | | | — | | | | | | — | | | | | | 81,414 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Dilutive effect of Exchangeable Senior Notes | | | | | 81,169 | | | | | | 202,076 | | | | | | 2,180,550 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Weighted average common shares outstanding – diluted | | | | | 28,255,797 | | | | | | 27,663,169 | | | | | | 26,261,155 | | | | | | 19,557,619 | | | | | | 10,684,068 | | | | | | 7,285,801 | | | | | | 3,507,145 | | |
(1)
Amount reflects the non-refundable interest paid on the seller-financed note issued to us by the buyer in connection with our disposition of a portfolio of four properties in southern California, which is recognized as a deposit liability and is included in other liabilities in our consolidated balance sheet as of December 31, 2023, as the transaction did not qualify for recognition as a completed sale.
INNOVATIVE INDUSTRIAL PROPERTIES, INC. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED Signature_______________________________ Signature, if held jointly________________________________ Date_____________, 2024. Date and Sign Below Please date this proxy and sign it exactly as your name or names appear hereon. When shares are held by joint tenants, both should sign. When signing as an executor, administrator, trustee or guardian, please give full title as such under signature(s). If shares are held by a corporation, please sign in full corporate name by the president or other authorized officer. If shares are held by a partnership, please sign in partnership name by an authorized person. Please mark your votes like this X 2024 Annual Meeting of Stockholders May 15, 2024, 8:00 A.M. local time This Proxy is Solicited On Behalf Of The Board Of Directors CONTROL NUMBER 2. Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN PROXY PROPOSALS — THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED, FOR PROPOSAL 2, AND FOR PROPOSAL 3. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. (1) Alan Gold (2) Gary Kreitzer (3) Mary Curran (4) Scott Shoemaker (5) Paul Smithers (6) David Stecher 1. Election of directors, each to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. FOR WITHHOLD 3. Approval on a non-binding advisory basis of the compensation of the Company’s named executive officers. 4. To vote and otherwise represent the undersigned on any matter that may properly come before the meeting or any adjournment or postponement thereof in the discretion of the proxy holders. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 15, 2024 The 2024 Proxy Statement and the 2023 Annual Report to Stockholders are available at https://www.cstproxy.com/innovativeindustrialproperties/2024 FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS INNOVATIVE INDUSTRIAL PROPERTIES, INC. The undersigned stockholder of Innovative Industrial Properties, Inc., a Maryland corporation (the “Company”), hereby appoints Alan Gold and Paul Smithers, and each of them, as proxies for the undersigned with full power of substitution in each, to attend the annual meeting of the Company’s stockholders to be held on May 15, 2024 at 8:00 a.m., local time, at 11440 West Bernardo Court, Suite 100, San Diego, CA 92127, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the annual meeting with all powers possessed by the undersigned if personally present at the annual meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES FOR DIRECTOR, “FOR” PROPOSAL 2, AND “FOR” PROPOSAL 3, EACH AS DESCRIBED IN THE PROXY STATEMENT, AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. (Continued and to be marked, dated and signed, on the other side)
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