Realty Income Corporation

Good afternoon. My name is Keisha, and I will be your conference operator today. At this time, I would like to welcome everyone to the Realty Income Second Quarter 2020 Operating Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star, then the number one on your telephone keypad. If you would like to withdraw your question, press the pound key. Please limit yourself to two questions. If you would like to ask additional questions, you may re-enter the queue. Thank you. I will turn the call over to Mr. Andrew Crum, Associate Director of Realty Income. You may begin.

Thank you all for joining us today for Realty Income's second quarter 2020 operating results conference call. Discussing our results will be Simit Roy, President and Chief Executive Officer, and Jonathan Pong, Senior Vice President, Head of Capital Markets and Finance. During this conference call, we will make certain statements that may be considered forward-looking statements under federal securities law. The company's actual future results may differ significantly from the matters discussed in any forward-looking statements. We will disclose in greater detail the factors that may cause such differences in the company's Form 10-Q. We will be observing a two-question limit during the Q&A portion of the call in order to give everyone the opportunity to participate. If you would like to ask additional questions, you may re-enter the queue. I will now turn the call over to our CEO, Sumit Roy. Thanks, Andrew.

Welcome, everyone. I'd like to start by expressing my gratitude and appreciation towards my colleagues, whose resiliency and determination to remaining extremely productive in the face of the current pandemic continues to drive our business. We are one team, and all employees have embraced this concept through effective communication and collaboration while working remotely. Further, We empathize with the individuals and businesses impacted by COVID-19, and we continue to partner with our clients to seek mutually beneficial outcomes. Our operating results for the second quarter continue to demonstrate the stability and resiliency of our business as we generated AFO per share of 86 cents and ended the quarter with a portfolio occupancy of 98.5%. During the quarter, we invested over $154 million in high-quality real estate, including $58 million invested internationally in the UK, which brings us to $640 million invested year-to-date. Our quarter end-to-end net debt-to-EBITDA ratio of 5.1 times positions us well going forward with significant financial flexibility. While uncertainty remains due to the COVID-19 pandemic, our business, which primarily focuses on owning real estate leased to essential retail and industrial tenants, continues to perform well. Rent collection, since hitting a low of 84.9% in May, has steadily improved, and as of July 31st, we have collected 86.5% of contractual rent for the second quarter. We have collected 99.1% of contractual rent for the second quarter from investment-grade rated tenants which further validates the importance of a high-quality real estate portfolio leased to large, well-capitalized clients. While we have not historically prioritized investment-rated tenants as a primary objective, during periods of economic uncertainty, high-grade credit tenants tend to provide more reliable streams of income, as the last few months have proven out. For the month of July, we have collected 91.5% of contractual rent, which represents the second consecutive month of improved rent collection and the highest monthly rent collection since the pandemic began. Uncollected rent continues to be primarily in the theater, health and fitness, and restaurant industries, as these industries account for approximately 81% of uncollected rent during the second quarter. Importantly, we continue to expect to collect the vast majority of uncollected rent, as we continue to consider and negotiate rent deferral agreements on a case-by-case basis. We disclosed in our financial supplement the percentage of contractual rent collected by industry. Our top four industries, convenience stores, drug stores, dollar stores, and grocery stores, each sell essential goods and represents approximately 37% of rental revenue. And we have received almost all of the contractual rent due to us from tenants in these industries for the second quarter. Other industries, such as theaters, health and fitness, and restaurants, have been challenged due to store closures and social distancing guidelines, but we are encouraged by improved rent collection in recent months. We remain constructive on the long-term viability of these industries, particularly given our partnership with the top operators in each of these verticals. The success of theater industry has largely been tied to the quality of films produced by Hollywood. and the U.S. box office reached an all-time high as recently as 2018. Additionally, the economic business model for studios continues to suggest, in our view, that the theater distribution channel will remain attractive going forward. We also expect the non-discretionary and low-price point propositions of the quick service restaurant and health and fitness industries to support resiliency of their rent-paying capabilities. particularly as their businesses begin to reopen in certain areas of the country. As we continue to manage our portfolio to support long-term value creation, we believe the breadth and depth of our asset management and real estate operations department, which is our company's largest department, is a key competitive advantage vis-a-vis our competitors. Moving on to investment activity during the first quarter. In the second quarter of 2020, we invested approximately $154 million in 32 properties located in 15 states and the United Kingdom at a weighted average initial cash cap rate of 6.3% and with a weighted average lease term of 11.8 years. On a total revenue basis, approximately 41% of total acquisitions during the quarter were from investment-grade rated tenants. 100% of the revenues were generated from retail tenants. These assets are leased to 14 different tenants in eight industries. We closed six discrete transactions in the second quarter and approximately 9% of second quarter investment volume was in leaseback transactions. Of the $154 million invested during the quarter, $96 million were invested domestically in 30 properties at a weighted average initial cash cap rate of 6.5% and with a weighted average lease term of 12.8 years. During the quarter, $58 million was invested internationally in two properties located in the UK at a weighted average initial cash cap rate of 6.1% and with a weighted average lease term of 9.9 years. Year-to-date, we've invested $640 million in 94 properties located in 25 states in the United Kingdom at a weighted average initial cash cap rate of 6.1% and with a weighted average initial lease term of 13.6 years. On a revenue basis, 37% of total acquisitions are from investment-grade rated tenants. 97% of the revenues are generated from retail, and 3% are from industrial assets. These assets are leased to 29 different tenants in 17 industries. We close 23 independent transactions year-to-date, and approximately 22% of year-to-date investment volume were sale-leaseback transactions. Of the $640 million invested year-to-date, $416 million was invested domestically in 88 properties at a weighted average initial cash cap rate of 6.5% and with a weighted average lease term of 14.3 years. Year-to-date, approximately $224 million was invested internationally in six properties located in the UK at a weighted average initial cash cap rate of 5.3% and with a weighted average lease term of 11.8 years. Transaction flow remains healthy as we sourced approximately $14.5 billion in the second quarter. Of the $14.5 billion sourced during the quarter, $9 billion was domestic opportunities and $5.5 billion were international opportunities. Investment-grade opportunities represented 65% of the volume sourced for the second quarter. Of the opportunities sourced during the second quarter, 55% were portfolios and 45% or approximately $6.5 billion were one-off assets. Year-to-date, we sourced approximately $32.6 billion in potential transaction opportunities. Of these opportunities, $19.3 billion were domestic opportunities and $13.3 billion were international opportunities. Investment-grade opportunities represented 49% of the volume sourced year-to-date. Of the $32.6 billion sourced year-to-date, 56% were portfolios and 44% were one-off assets. Of the $154 million in total acquisitions closed in the second quarter, 41% were one-off transactions. Our investment spreads relative to our weighted average cost of capital during the quarter average approximately 131 basis points. We define investment spreads as initial cash yield, that's our nominal first year weighted average cost of capital. Looking forward, our investment pipeline remains robust and we are well positioned with strong financial flexibility. Accordingly, we are reinstating 2020 acquisition guidance with a range of $1.25 billion to $1.75 billion. Moving on to dispositions, during the quarter, we sold 12 properties for net proceeds of $7.4 million, and we realized an unlevered IRR of 6.1%. This brings us to 29 properties sold year-to-date for $133.6 million at a net cash cap rate of 6.2%, and we realized an unlevered IRR of 10.5%. Our portfolio is well diversified by tenant, industry, geography, and property type, which contributes to the stability of our cash flow. At quarter end, our properties will lease to approximately 600 tenants in 50 different industries located in 49 states, Puerto Rico, and the U.K. Eighty-four percent of our rental revenue is from our traditional retail properties, The largest component outside of retail is industrial properties at approximately 11% of rental revenue. Walgreens remains our largest tenant at 6% of rental revenue. Convenience stores remains our largest industry at 12% of rental revenue. Within our overall retail portfolio, approximately 95% of our rent comes from tenants with a service non-discretionary and or low price point component to their business. We continue to believe these characteristics allow our tenants to operate in a variety of economic environments and to compete more effectively with e-commerce. These factors have been particularly relevant in today's retail climate, where the vast majority of recent U.S. retail bankruptcies have been in industries that do not possess these characteristics. We continue to feel good about the credit quality in the portfolio, with approximately half of our annualized rental revenue generated from investment-grade rated tenants. The weighted average rent coverage ratio for a retail portfolio of properties is 2.7 times on a four-wall basis, while the median is 2.5 times. Occupancy based on the number of properties was 98.5%, consistent with the prior quarter. During the quarter, we released 65 properties, recapturing 101.4% of the expiring rent. During the first half of 2020, we released 158 properties, recapturing 100.1% of the expiring rents. Since our listing in 1994, we have released or sold over 3,300 properties with leases expiring, recapturing over 100% of rent on those properties that were released. Our same-store rental revenue decreased 0.4% during the quarter and 0.2% year-to-date. Our reported same-store growth includes deferred rent and unpaid rent that we have deemed to be collectible over the existing lease term. The decrease in same-store rental revenue is primarily driven by write-offs we recognized in the restaurant industry, as well as partially due to a change in methodology, as we are now recognizing percentage rent during the period it is accrued, rather than during the period it is paid. Moving on, I'll provide additional detail on our financial results for the quarter, starting with the income statement. Our G&A expense as a percentage of rental and other revenue for the quarter was 4.8%. Our year-to-date G&A expense ratio, excluding approximately $3.5 million of severance related to the departure of our former CFO, was 4.6%. We continue to have the lowest G&A ratio in the net lease REIT sector, reflecting our best-in-class efficiency and the scale benefits afforded to us given our size. Our non-reimbursable property expenses The percentage of rental and other revenue was 1.4% for both the quarter and year-to-date periods. AFFO per share during the quarter was $0.86, which includes approximately $60.2 million, or $0.17 per share on a fully diluted basis, of deferred and unpaid rent that we deemed earned during the period and probable of being collected during the existing lease terms. Briefly turning to the balance sheet, we have continued to maintain our conservative capital structure and remain one of only a handful of REITs with at least two A ratings. During the quarter, we issued $600 million of senior unsecured notes due 2031 with an effective yield to maturity of 3.36%. And subsequent to quarter end, we added an additional $350 million at an effective yield to maturity of 2.34%, blending out to just shy of 3%, for the entire $950 million of notes. Additionally, we raised approximately $98.1 million of equity during the quarter, primarily through our ATM program. Year-to-date, we have raised over $1.8 billion of well-priced capital, including approximately $874 million of equity and $950 million of debt. We ended the quarter with low leverage and strong coverage metrics with a net debt-to-adjusted EBITDA ratio of 5.1 times and a fixed charge coverage ratio of 5.4 times. We continue to have very strong liquidity with approximately $400 million of cash on hand and $2.5 billion available under our revolving credit facility as of July 31st, which provides us significant financial flexibility. Looking forward, our overall debt maturity schedule remains in excellent shape as the weighted average maturity of our bonds is 8.3 years. Additionally, we have less than $140 million of debt coming due through 2021. In summary, our balance sheet is in great shape, and we continue to have low leverage, strong coverage metrics, and ample liquidity. In June, we increased the dividend for the 107th time in our company's history. We have increased our dividend every year since the company's listing in 1994, growing the dividend at a compound average annual rate of approximately 4.5%. And we are proud to be one of only three REITs in the S&P 500 Dividend Risk Rat Index for having increased our dividend every year for the last 25 consecutive years. Moving on, we have always managed the business with a focus on economic resiliency and generating stable and increasing cash flow through a variety of economic environments. And we continue to do so through the current climate of uncertainty driven by COVID-19. We deliberately designed a high-quality real estate portfolio leased primarily to tenants providing non-discretionary or low-price point goods or services, as well as with a focus on partnering with large, well-capitalized operators who are leaders in their respective industries. Our judicious balance sheet management and the strength of our financial position are evidenced by our 2A credit ratings, and our current financial flexibility and liquidity positions are favorably to capitalize on growing opportunities going forward. and we have reinstated 2020 acquisition guidance with a range of $1.25 billion to $1.75 billion. At this time, I'd like to open it up for questions. Operator?

Ladies and gentlemen, to ask a question, press star, then the number one on your telephone keypad. Again, please limit yourself to two questions. If you would like to ask additional questions, you may re-enter the queue. And your first question comes from Shivani Sood from Deutsche Bank.

Hi, thanks for taking the question. I'm touching on the investment pipeline. I'm just curious in terms of potential acquisitions, the depth of the buyer pool that you're seeing out there in terms of competition and how it compares to pre-COVID levels. I guess, is it mostly public buyers or private? And has it been different for larger portfolio transactions?

Yeah, it's a very good question, Shivani. The way to answer it is for the high quality essential retail product, the competition for that product remains fierce. And in fact, it's translating into cap rates that I would say has tightened vis-a-vis pre-COVID levels. And so, you know, in terms of number of potential buyers looking at that product continues to be very strong. I would say that we don't see as many public net lease companies in this space today, and this is an overall comment, as we did pre-COVID. But given what we've heard in the recent second quarter earnings announcement, I expect that that's going to change. But at least over the second quarter and in transactions that we pursued more recently, the number of public buyers tend to be less. On the international side, however, you know, the number of buyers and most of the time we are competing with private institutes has continued to be very strong. And in fact, you know, there have been occasions where we walked away from transactions that were right down the fairway for us because of pricing getting very, very competitive. So... You know, in general, I would say that for the product that we are pursuing, the competition remains strong, and I expect that most of the public net lease buyers are going to start playing in that space soon enough.

And then as a follow-up, in terms of the reinstated investment guidance, could that strengthen the U.K. market, suggest that more of those investment volumes be sourced in the U.S. versus the U.K.? Thank you.

Sure. Look, I think the UK market and, you know, I'd say the overall European market has continued to be a very strong source of growth for us. You know, there were about $650 million worth of sale leaseback opportunities that basically ticked all of the criteria that we would be looking for outside of pricing. And given our disciplined approach to acquisitions, we chose to not continue to pursue those transactions. And If you look at the sourcing numbers, you know, up to $34 billion, $13 billion has been sourced internationally. And that is well above what we had originally anticipated when we went into the U.K. markets. And so, you know, the product remains strong in the international markets. I would say that even here in the U.S., our sourcing numbers is a testament to it. you know, there remains plenty of products, both on the sale-leaseback side of the equation as well as on the one-off market. And the reason why we felt very comfortable reinstating our acquisition guidance is a testament to the pipeline that we currently have, the discussions that we currently have with our relationship tenants, and what we are seeing on the sourcing side of the equation.

Thanks very much for that, Colin.

Thank you.

And our next question comes from Nate Crawford .

Hi, can you guys hear me? Yes, Nate. There's a bit of static, but we can hear you.

Hey, thanks for taking the question. You guys mentioned that you've seen some tightening for the high-quality product. Obviously, you guys have a lot of it. I'm just wondering if you guys are considering selling some of it into this attractive pricing and maybe redeploying that capital elsewhere?

Look, our business philosophy has been that, you know, the product that we like, we would like to hold it forever, you know, and I'm being a bit facetious there. But the idea being that trying to time the market and, you know, sell when we believe that the cap rates are low and et cetera, doesn't always play out. And our history has proven that if we hold on to assets and continue to work with our partners for whom these assets are deemed critical, we will create value. And we will create value with less volatility and, you know, and of equivalent, you know, nominal terms. And that has sort of proven out to be the case. But that's not to say that opportunistically we won't take advantage of the market like we did in the first quarter, where on the consumer electronics side of the business, we decided to sell the assets back to our tenants with whom we were having discussions of looking at other opportunities, but also looking to potentially help them address some of their own objectives. And we were able to generate 11% unleveled IRR based on selling those assets back. But our philosophy is let's buy the assets that work for our tenants. Let's get into very long-term leases with minimal to zero capital invested in those assets. And we will create value. especially if it continues to work for our tenants. And that continues to be our philosophy.

Okay, that's helpful. And then just one on the pipeline. I was wondering if you guys could just give a little color on how much of it is retail versus industrial. And then the same in the U.K. You mentioned 13 billion sourcing. Just curious how much of that is retail versus industrial.

Yeah, I would say the vast majority is retail. It's not to say that we are not seeing industrial. Those are the only two products that we are really looking at right now, Nate. But I would say anywhere between 60% to 70% of what we are sourcing is on the retail side of the ledger, and 30% to 40% is going to be on the industrial side. Look, it's no secret. We want to grow the industrial portion of our asset type. It's something that we are very much focused on. We have made a concerted effort to cultivate relationships with folks who could potentially provide us with this product. And it is starting to take shape. And we are being able to generate some transactions from that side of the business. But what's keeps us a little bit on the sidelines continues to be the fact that our cost of capital is not quite where it was four months ago. And, you know, if that were no longer a constraint in terms of the product itself and what's available, there is plenty of very good product in the industries that we want to participate in with operators that we would love to grow our relationship with. And so, you know, so yeah, it's about 60 to 70, 30 to 40% is the split. Okay, thanks guys. Yeah.

Our next question comes from .

Hi, thanks so much. to follow up on those comments and your comments on balance sheet and capital raising just in terms desire to do more of these deals. From a capital raising standpoint, you recently issued debt, you did an equity raise earlier this year, you just did some more on the ATM, but you tend to run at a conservative leverage level. So as you think about doing more deals, and you mentioned cost of capital, just from a funding standpoint, what should we expect in terms of further equity raises in the context of your guidance?

Yeah, that's a good question, Christy. You know, we believe that we can get to the midpoint of our guidance without having to necessarily rely upon the equity market, the capital markets, and still stay within, you know, what we would deem as conservative, what our rating agencies would deem as being in line with the ratings that we have. Having said that, our hope is that with continued, you know, positive results on the operating side of the business and continuing to post information that will allow our cost of equity to improve, that, you know, opportunistically we will be happy to, you know, continue to raise equity capital. But the point I want to leave you with is We don't have to do that. Part of the reason why we, you know, entered 2011 and we did the very large equity race was to get in a situation where we had created enough of a, you know, of a capacity and had underleveraged our balance sheet coming out in March where if we needed to lean on, you know, the debt capital markets, which seem to have corrected, you know, a lot sooner than the equity markets have, we could lean on that side of the equation and still stay within, you know, levels that our rating agencies would continue to support the 2A ratings. So that's where we are.

And then just to follow up on your comments on theater, just two things really. It's, you know, how much of the theater non-payment of rent could ultimately turn into vacancy in your view? And then just from a broader perspective, you talked about the economic model. What are your thoughts on that economic model changing in light of the recent, you know, ANC universal deal and other deals that could follow that? in terms of theater operators' ability to pay the kind of rents that they're paying today?

Yeah, look, let's just talk about AMC. We've just agreed to terms with AMC. They started paying partial rent in the month of July, which was a very good signal to us. We've entered into a payback on, you know, the deferred rent that we've entered into, and the payback is going to be longer. It's going to have, you know, the average payback is going to be 2.7 years. But the fact that we were able to enter into, you know, an agreement with AMC, the fact that they were able to start paying us rent for the month of July, these are good signs. Look, we're seeing the same thing that you're seeing. The advantage that we have is we can pick up the phone and we can have a conversation with AMC And what they've shared with us with regards to the agreement that they've entered into with Universal is the basic premise for them doing this was that they believe that within the first 17 days, they get 75 to 90% of the box office revenues. And for the blockbusters, they generate 90% of the receipts within the first three weeks. So, you know, they didn't believe that there would be significant cannibalization since the movie will be advertised with VOD only after the first two weeks of the theatrical release. And the fact that they also get a share of the PVOD revenues is another source of revenue stream that, you know, that gave them comfort. But the basic, you know, premise was that the economic pie in entering into this sort of an agreement is actually going to increase for both parties. And so, you know, listen, time will tell. We've run our own scenarios based on the information that AMC has shared. And at the corporate level, we believe that, you know, they'll be either at 0% to negative 5% of the profitability pre this arrangement. And so, We'll see. But, you know, they at least feel confident enough to have entered into an agreement with us. They've started paying rent for the month of July, partial rent. But all of that continues to help support the thesis that we have that AMC should come out okay. Based on our own independent analysis, Christy, we think that they will be fine through November, even in the scenario where they have zero openings. And then, obviously, if this slowdown continues and more and more theaters are shut down or they are unable to open their theaters as they've shared with us, which is August 20th, they would like to start opening up some of their theaters, then, of course, there's a chance that they might come back and ask for more deferred rents. But But, you know, that's where we are currently. And this is an analysis that we are doing on a month-to-month basis, which is primarily the reason why we took the $8.5 million of write-offs for the second quarter. So we continue to believe that this is, from an industry perspective, you know, the theater business is a sound business. But, you know, certainly going forward, if you look at our overall portfolio, you know, we are – revisiting in terms of what percentage of our overall portfolio should theaters constitute?

So, McDonchie, this is Michael Bellarmine speaking. You know, you don't share in the revenues that when I'm going to stream the Universal movie in my house, you know, there is a certain percentage of the revenues that this industry is producing that as a landlord to the box you don't have, right? So doesn't it ultimately diminish the value of a theater box that you own, right? So you shouldn't have a higher cap rate and lower rent, just because the revenues that are going to be generated in that box are not what they used to be. Putting aside the whole COVID thing, right? This goes to the original issue of theaters, which was PVOD was increasing, and now we've had a massive change going from 75 to 17 days that nobody expected.

Yeah. And Michael, That might turn out to be exactly the case. And from a theater perspective, I think you're right. You know, the actual box will potentially be generating, you know, less profitability for EMC, the corporate. But here's the other piece that I want, you know, us to contemplate. And listen, these are all PCs that we are putting out and we are trying to run numbers, et cetera. But if you look at the math associated with something that is shown in the theater versus PVOD. Even for the studios, the math is not going to pencil if it is PVOD only. The vast majority of their profitability comes from getting that 55 to 60% of revenues that are generated at the theaters. And it is much more for these big blockbuster movies, which tends to be where Hollywood is migrating towards. And I think this arrangement is more for movies that potentially are not quite as popular, slower budget. How do we continue to maximize the revenue? And perhaps PVOD is a better way to maximize that piece of movies that are being generated by studios. And so really, based on the conversations we've had, the idea here is that this is going to allow for studios to become more profitable, but it should also, at the very least, make theaters at the corporate level either hold or potentially participate in some upside. And at least if the studios become healthier, they'll be able to generate better movies, they'll be able to generate big tent movies And that should translate to better, you know, content for the theater industry. But this is a thesis. So I get your concern, Michael. We are following this very closely. And, you know, we'll see how all of this plays out.

Thank you.

And our next question comes from Nick Ulico with Scotiabank.

And since we're going to start with Nick, submit the guided level of acquisitions inclusive or exclusive of any potential portfolio deals? And how do you think about your ability to underwrite those $200 million plus transactions given the number of tenants and leases in this more uncertain environment?

Yeah. Look, even where we are today, Nick, I think we, We feel we're not super excited about our cost of equity, but our overall cost of capital still will allow us to continue to chase transactions that we otherwise believe checks all of the boxes, you know, in terms of the industries we want to focus on, the operators within those industries we want to be in, and the real estate asset type. And, you know, and that hasn't changed. What gave us confidence in being able to put out the acquisition numbers was really our pipeline. And the number of inbounds that we started to get over the last two and a half, three months, and the fact that the volatility that we saw earlier on in the quarter where our stock could move eight, 9% on a day, that seems to have gotten you know, a bit more benign, it gave us the confidence to be able to go out and say, based on the pipeline we've created, based on the discussions we're having, that we'll be able to hit that $1.25 to $1.75 billion acquisition number. And our ability to do $200 billion portfolio deals has not changed. And the fact that we are today under leveraged, I think, allows us to not have to rely on the most volatile albeit biggest component of our capital stack, which is equity, we can, you know, just lean on the debt side of the equation, which seems to have, you know, normalized considerably since the earlier months, and be able to finance our acquisition. So having that optionality is obviously what gave us the confidence to be able to go out with a number that we feel like we can use. Okay, so the portfolio deals may be included within the guidance number at this point. Oh, absolutely. Sorry, I didn't answer that directly. That's correct.

Okay, thanks. I'm shifting gears a little bit. Just given the current presidential polls, Biden looking to go after 1031 exchanges in the tax plan, would you expect the removal of like time exchanges to have a measurable impact on the business or maybe the types of assets that you look to acquire?

I wouldn't use the word measurable, but yes, on the margin, do I expect to have an impact? Absolutely. We don't necessarily compete with 1031 buyers too much. Maybe on the quick service restaurant side of the business, we will run into some of these buyers on a one-off transaction But by and large, we are buying portfolios, even smaller portfolio transactions, and we have all of the usual suspects that are not 1031 buyers who play in that market. Then switching over to the disposition market, most of our dispositions tend to be vacant assets, and you don't see 1031 buyers playing in that particular market. It tends to be developers or tenants who want to own their own space. who tend to play in that particular market. So the only area where we might see them is selling occupied assets on a one-off basis. And that doesn't tend to be a big part of our overall portfolio. Great. Thank you. Sure.

And our next question comes from Spencer Alloway with Green Street Advisors.

Thank you. In terms of the rent deferrals you guys granted to tenants so far this year, have any of the terms changed since first negotiated and or have any tenants indicated that they would be paying back rent ahead of the original payback period?

Yeah. Actually, so I'll answer your first question, second part of your question first, Spencer. That's okay. You know, we've been sharing our monthly collection information pretty much on a monthly basis. And if you recall, when we first came out with April rents, we had said it was 82.9%. Today, it's tracking at 88.4%. For May rent, it was a similar trend. We originally came out with 82%. Today, it's at 84.9%. But similarly with June, we were at 85.7%, and today it's at 86.1%. So, In each one of these months, what happened was we've had some of our tenants who went back and made us whole. Some of them were on the restaurant side of the equation. Some of them were health and fitness businesses, and some were daycare centers that basically decided to make us whole for the month of April, May, and June. So that certainly happened where initially we thought we may have to pursue deferment agreements with some of these tenants and they came back because their business opened earlier than they expected and or they felt better about their liquidity situation and decided to make us home. With respect to the first part of your question, Spencer, around did we have to alter the leases, The vast, vast majority of what we have entered into, you know, which is that $14 million worth of rent of the total $60 million that we entered into an agreement has been done without having to make amendments to the lease itself, to the original lease term. And so that is the main reason why we are being able to, you know, stay within the accounting rules to view these as deferred rents. So we haven't had to sort of request a longer duration for a payback, et cetera. We expect to be paid back during the original lease term, and therefore, we didn't have to enter into any lease modification. And that is a similar story on the remaining 46 million that we have entered into discussions with. Now, around the edges, there have been some tenants where they requested you know, a longer payback period, which went beyond the original lease term. And those have obviously been, they're not part of the deferred rent agreements, which didn't result in a lease amendment. And so, but that's a very, very small percentage. The vast majority has been with, you know, without having to make amendments to the lease itself.

Thank you. Our next question comes from Todd Stender with Wells Fargo.

Thanks. Sumit, if I heard you right, it sounded like you walked away from a portfolio transaction in the quarter, if I heard that right. Just getting a sense of what the cap rate was on that to see how low is too low for you guys and maybe where the investment spread just wasn't there.

Yeah, Todd, actually there were a couple of transactions there in the $650 million that I talked about. Both were international, and they were both products that we would have absolutely loved to have owned. I don't want to speak to the specific cap rates because these are fairly large transactions, and if you do some amount of research, you'll be able to figure them out. and one's not public yet. So, but what I will say is, you know, if you look at, I'll answer your question slightly differently, Todd. If you look at the spreads we're making, you know, we made about 135 million, 135 basis points of spreads, which was 15 basis points inside of our, you know, average spread that we've made in the history of, you know, our acquisitions. And so, The point I want to make is, yes, we are willing to make smaller spread, but not to a point which does not justify, you know, day one having enough of a positive uplift from these investments and take into account some of the risks that are inherent in these investments. Though, you know, if you look at the industry, you look at the operator, These are the types of businesses and operators that you feel a very high level of confidence that not only will they make it through the initial lease term, but will continue to operate these businesses post their initial lease term, and these lease terms tend to be 15 to 20 years. But, you know, we've done up to 131 of basis point spread, so we are certainly willing to cooperate. out of what our average spread has been, but there is a point beyond which we won't go.

Got it. Okay. Thank you. And I'm not sure if I missed this, but just looking at the – when we look at the same-store revenue growth, quick-service restaurants is what created the biggest hit. I wouldn't have guessed that, but maybe casual dining to that degree, but maybe just flesh out what happened there within QSR.

Sure. So, you know, there are a couple of operators that constituted the biggest chunk of that write-off. One's NPC that, you know, that filed BK. And another one is continuing to pay rent, but it's just one that we feel we don't have the same level of confidence And this is a name that has been on our watch list for over a year now. And, in fact, they did end up paying July rent. But, nevertheless, we feel like our level of confidence doesn't quite meet that 75% collectability threshold, and so we decided to write those off. And so those are the two names that constitute the QSR piece of the write-off.

Okay, thank you.

Sure.

And our next question comes from John Mosaka with Leidenberg Thelman.

So apologies if I missed this in the prepared remarks, but as you look into July, how much of the uncollected rent was deferred and how much was kind of not subject to an agreement? And are there any industries that are driving the portion that wasn't deferred?

Yeah, we did not share with you, John, what the results are for July in terms of our negotiation. What I have shared with you is of the 86.5% that we collected for the second quarter, i.e. the 13.5% that remained uncollected, 9% of that is basically That $46.2 million that we've shared with you in terms of rent that we are in the midst of negotiating, there isn't an agreement in place. $14.1 million, or approximately 3%, are negotiations that have completed or are very close to being penciled. And then the remaining 1.3% of that 13.5% uncollected was written off. So those are the three buckets of that 13.5% that we didn't collect for the second quarter. We haven't shared for the month of July the 8.5% of uncollected. What's the breakup there? But those numbers, obviously, what was being negotiated, that number has reduced because some of those negotiations have gotten over the finish line. But we will bring those – we will share that information at a later date.

Okay.

And then I guess this question could go towards your overall portfolio, maybe even specifically with regards to health and fitness. Have you seen any operators kind of concerned about, you know, increased commercial restrictions that came into place as you kind of saw regional pandemic spikes in July? And I guess, do you have any kind of initial take on how that may or may not impact August rent collection?

Yeah, look, thankfully, all of this was playing out in the month of July. You know, how people felt at the beginning of July was very different from the end of July when the contraction rates started to go up and were very concentrated in you know, in the small states, in Texas, in Florida, in Arizona, California. And clearly there was, if not a slowing down, there was even potentially an unwinding of the openings. But outside of California, where health and fitness were asked to reclose, Florida, Texas, they continued to basically just have the restrictive restrictions the restrictions in place in terms of the number of potential members who could be visiting the clubs, et cetera, stay in place. And where they unwinded were more on the bars and beaches and things like that. And while all of this was playing out, we were in negotiations with one of our two largest health and fitness clients. And we are close to an agreement with one of them. And the other largest operator has continued to pay rent throughout the pandemic to us. So, you know, look, does that mean that they may not come back to us and talk to us if the slowdown occurs or if there is an unwinding of some of the openings? Yes, that's a possibility. But it was happening real time. And at least as of today, we have not heard back from, you know, from this particular operator. So, And by the way, they ended up paying, you know, July rent. So that's part of the reason why our collections in July has been as high as TAS, not 91.5%.

And just a quick point of clarification, the tenant that you're negotiating with paid July rent, not the one that's paid rent through the entire period of 2Q in July?

Right. So we have the two largest operators that are part of our top 20. One has paid us rent all through. and the other one ended up paying July rent.

Very helpful. That's it for me. Thank you very much. Sure.

And our next question comes from Hayendo St. Josh with Mizuhu.

Hey there. So most of mine have been asked, but I want to get some clarification on something you mentioned earlier. You mentioned that some tenants paid partial rent. Can you talk about some of the tenants or maybe industries that you've moved to partial rent beyond, say, the movies? And do you also have tenants you've moved to percentage rents and or have a beta transfer yet? Thanks.

Sure, Handel. Look, I think most of the negotiations on the deferred part of the equation was around, you know, us independently verifying the liquidity situation for some of these tenants and whether or not they were open, what was their you know, what was their balance sheet strength and their ability to pay and, you know, that is sort of how, and in speaking with them, we have concluded as to whether there needs to be some sort of a deferment or not and then what shape is that deferment going to take? You know, should we have them pay partial rent for the next few months? Should we have them pay 100% of the rent for the next few months but make us hold on the previous three months where we may not have collected any rent? All of that has been on a case-by-case basis handle. And so, you know, if you think about our portfolio and you look at the industries that have been most impacted by this COVID-19-induced pandemic, It's the ones we've been talking about. It's the theater business. It's the health and fitness business. It's daycare to some extent. And the restaurant business. And, you know, they all have a different profile attached to them. If you look at the theaters, we have almost 100% of our theaters closed today, you know, with the expectation that they'll start opening up in August 20th for AMC and August 21st for Regal. But that, again, is subject to change if things don't improve. If you look at the daycare business, most of the daycare business has either been partially open because they still continue to have restrictions in terms of the number of occupants, you know, what percentage of occupancy they can hit. Then you look at the health and fitness business, a lot of the health and fitness businesses open, either fully open or partially open. But even these occupancy numbers of, you know, you can't have more than 30% occupancy does not impact, you know, the health and fitness business as much as it impacts some of these other businesses because they tend to run at 30% occupancy anyway. So, you know, when you take all of that into account, then you create a profile of who can pay What rent and and that leads to, you know, the types of agreements that we've entered into, which translates to that, you know, 91.5% collection for the month of July. And so the remaining piece that hasn't been collected. What shape is that going to take? Are some of them going to start paying partial rent in the in the coming months? That is the expectation, but I remain cautious because you know, it is all subject to what we see happening with the contraction rates and the mortality rates. And as long as they are stable to, you know, contained, I think we are going to be okay. But if it continues to get worse and, you know, there is a chance that we may see some of these shutdowns reoccur and some of these discussions reoccur.

Certainly, certainly. Appreciate that. And one more. I'm not sure if I missed earlier. I've been in an office call with power outages here. But did you talk about your inclination to invest overseas here, Europe? You talked about Canada in the past. Last year, that was, I believe, nearly half of your investment volume. So curious on what your appetite here is, how you perceive that risk, or perhaps could you see the bulk of your investments be more domestic? Thank you.

Yeah, the vast majority of our investments, even last year, was here in the U.S. We had about $800 million of the $3.7 billion that we did was in the U.K. market. This year, the mix is, you know, one-third, two-thirds. So two-thirds of it has been here in the U.S., and one-third has been in the U.K., and we expect that mix to play out over the remainder. But when we first entered into the UK markets, what we had shared with the market at that time was that 25% of our acquisitions we thought was going to be in the UK and 75% was going to continue to be here in the US. And that has shifted slightly to one-third, two-third. And I expect it's going to be in between those two numbers for the remainder of the year. Thank you.

And our next question comes from Anthony Pilon with JP Morgan.

Thank you. So you have 12% of your revenue that you're either negotiating or you're done with the deferral agreement. So just trying to understand if everything plays out the way these are being drafted or have been written, what do collections look like come, say, 1Q or 2Q 2021? Is it 92%? Is it 98%? Just trying to understand. the cadence of this returning to par so to speak?

Look, the first metric I'm focused on, Anthony, is to see can we start collecting 100% of what's owed to us. And the good news here is that at least we are trending in that direction with every month that has gone by. And the second element of the good news that I've seen is not only are we trending upwards in terms of what is owed for a given month, but some of these tenants have gone back and paid us, you know, on rent that they didn't pay in the months of April, May, and June. And so that continues to give us, you know, confidence that at least they are feeling confident enough to pay us back, you know, rents that we hadn't even agreed to in terms of a deferment agreement. But I want to put all of that in context here. Look, if the COVID-19 situation continues to deteriorate, it's not out of the realm of possibility that some of these guys would come back and talk to us and say, hey, sorry, we have to pause again because all of our stores have been shut down again. But as long as that doesn't happen or that doesn't happen in scale, then I think these trends are going to continue. And the first thing I'm going to be trying to look for is when are we reaching that 100% of the owed rent for a given month? When are we getting that 100% collection? And as soon as we get that, then we start to focus on, okay, of all the deferred amounts, you know, and the agreements that we have put in place, are they starting to pay back portions of it? Because if you look at, you know, the vast majority of the agreements that are already in place, you know, most of the payback is 4.5 months, 4.7 months. Sorry, 4.5 months of deferred rent and the payback is within a 12-month period. So portions of it need to start getting paid back over the next few months. And so if we start to see them paying their monthly rent plus some of the deferred rent, that's when I know we are back to normal. And, you know, the rest of it is all noise as far as I'm, you know, I can see. I mean, look, it's important to see what is happening in each state and all of that, but ultimately it needs to translate to our operators being able to run their businesses and feel confident enough to make a sale.

Okay. Thank you. And then second question is on 7-Eleven, I think it's the second largest tenant. Just given what they announced earlier in the week, can you just comment on your appetite for having substantially more exposure to, say, one tenant and balancing that against perhaps being a very good credit, which has served you well right now?

Yeah. So, Anthony, look, we like the convenience store business. It is an industry that we have – You know, 12% of our overall portfolio is convenience stores right now. And within that, we are very grateful to have a very good relationship with 7-Eleven. And the fact that they were able to, you know, buy another tenant of ours, which is Speedway, is a good thing in my mind. They're consolidating the industry fast. I was going through their investor presentation yesterday, and it's got some very interesting statistics, some of which continues to reconfirm what a good operator they are and some of the synergies that they can create. Having said that, we want to be mindful of being able to run a very prudent portfolio, but not every tenant and not every industry is created equal. If there is an industry and there is a particular operator that we would make exceptions for, it is absolutely 7-Eleven, and it is absolutely the convenience store business. But, you know, we can't let convenience store dominate 40% of our portfolio, nor can we let a single tenant dominate, you know, a big chunk of our register on a permanent basis. But are we willing to, you know, help support some of our clients with whom we've had an amazing relationship and we believe in the industry and we believe in the particular tenant? The answer is yes. So, you know, this is, you know, like one of our, my colleagues told us, this is the raison d'etre for realty income, you know, to be able to go out and do these very large-scale transactions. and be able to help our clients and at the same time, you know, create a portfolio that continues to become incredibly strong. And so these are the opportunities that we were hoping to have discussions around. And, yes, if it presents itself, and I don't know if it's going to be all 5 billion sales Eastpac that they have identified, but if it's, you know, portions of it, we'd be happy to engage in that.

Great. Thank you for the call.

Again, ladies and gentlemen, if you would like to ask a question, press star, then the number one on your telephone keypad. And our next question comes from Linda Sy with Jefferies. Thanks for taking my question. I just had one.

Understanding is a function of acquisition mixed with capital costs. How do you see the 131-based points investment spread you generate this quarter, and how does that trend in the forthcoming quarters?

Linda, you were breaking up, and I don't know if it's just me, but I think your question was around the spreads that we achieved in the second quarter, and how do we see it going forward. Is that right?

Yes, that's right.

Okay. Yeah, so look, Our cost of capital in the second quarter was obviously impacted by what happened to the cost of equity during the three months where we were in the midst of the COVID-19 situation. And the fact that our stated spread was 131 basis points is largely being driven by two-thirds of the equity piece being priced reflective of where we were trading in these three months. And the question of if our cost of equity is where it is today or continues to improve from where it is today, those spreads should improve because the product that we are seeing is very much along the lines of what we have done in the first half. There's just a lot more of it. And so our expectation is that our spreads will improve. Our expectation is that our overall cost of capital will improve. But the fact that we have optionality to not lean on one particular source of capital versus the other, I think just gives us more optionality in terms of how do we permanently finance our transaction and then what ultimately turns out to be the permanent cost spread that we are able to trap. I think that is left to be seen, but the expectation is that it should continue to improve going forward.

Thanks.

Sure.

And this concludes the Q&A portion of Realty's Income Conference Call. I would now like to turn the call over to Submit Roy for concluding remarks.

Thank you all for joining us today, and we'll keep everyone updated on the business going forward. Thank you, Keisha, for orchestrating this call. We really appreciate it.