Realty Income Corporation

THE END THE END Thank you.

Good day and thank you for standing by. Welcome to the Realty Income First Quarter 2021 Operating Results Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. If you ask a question during the session, you will need to press star 1 on your telephone. Please be advised that today's conference is being recorded. If you require any further assistance, please press star 0. I would now like to hand the conference over to your speaker today, Julie Hasselwander, Investor Relations at Realty Income. Thank you. Please go ahead.

Thank you all for joining us today for Realty Income Order Operating Results Conference Call. Discussing our results will be Sumit Roy, President and Chief Executive Officer, and Christy Kelly, Executive Vice President, Chief Financial Officer. 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 statement. We will disclose in greater detail the factors that 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, Julie. Welcome, everyone. The continued strength of our business is made possible by the incredible partnerships we have with all stakeholders. I would like to express my gratitude and appreciation to our Realty Income team, who continues to effectively execute our strategic objectives while enduring a sustained remote work environment. As we've announced last week, we are excited to have reached a definitive merger agreement with Variant, which will further distance ourselves as a leader in the net lease industry and create a company with a combined enterprise value of approximately $50 billion. We believe shareholders of both companies will enjoy meaningful value creation through immediate earnings accretion, an expanded platform with enhanced size, scale and diversification, driving further growth opportunities and strategic and financing synergies, which are enhanced by RealtyIncome's A-rated balance sheet and access to well-priced capital. We are very excited about this strategic transaction and look forward to continuing to drive future growth together as a combined enterprise. However, today we will focus on what was a very successful first quarter for RealtyIncome. Our first quarter results illustrate our ability to grow through a variety of swim lanes afforded to us by our size and scale by completing over $1 billion in acquisitions. Notably, in this quarter, we invested approximately $403 million in high-quality real estate in the UK, highlighting the continued strength of our international platform and bringing our total investment in the UK to over $2 billion since the first international acquisitions we closed in 2019. Domestically, we invested $625 million in real estate, including our first ever acquisition in Hawaii, becoming the first and only REIT to own property in all U.S. states. Our accomplishments during the quarter continue to demonstrate the momentum in our business and highlight our ability to leverage our size and scale to drive our business forward in pursuit of sustainable growth. On the subject of sustainable growth, Our team continues to make tremendous progress through our ESG initiatives, as ESG considerations continue to permeate throughout our organization at every level. In April, we published our inaugural Sustainability Report, which details our company's commitments, goals, and progress to date with regard to environmental, social, and government initiatives. I invite all realty income stakeholders to share in our dedication to embrace a changing world for the benefit of all those we serve. And I encourage everyone listening to read our 2020 sustainability report found on the corporate responsibility page of our website. Additionally, we are excited to share an updated investor presentation with the marketplace. On the homepage of our website, you can find our new deck, which highlights our fundamental business philosophies, key competitive advantages, and plan for future growth. Turning to results for the quarter, our global investment pipeline remains a significant driver of growth for our business. Our business is simple. We seek to acquire high-quality real estate leased to leading operators in economically resilient industries in pursuit of stable and increasing cash flow generation. Our confidence in continuing to grow our platform stems from the quality of our real estate portfolio, which is designed for resiliency through a variety of economic environments. Key to mitigating economic risk, we believe in portfolio diversification by geography, client, industry, and property type as we continue to grow our real estate portfolio. In the first quarter of 2021, we invested over $1 billion in high-quality real estate, and we remain very comfortable with our 2021 acquisition guidance of over $3.25 billion. On a total revenue basis, approximately 39% of total acquisitions during the quarter are leased to investment-grade rated clients, which brings our total investment-grade client exposure for the portfolio to approximately 50%. Aligning with our ethos, the weighted average remaining lease term of the assets added to our portfolio during the quarter was 12.6 years, and at the end of the quarter, the weighted average lease term of our total portfolio was 8.9 years. As of quarter end, our real estate portfolio includes over 600 clients who operate in 56 different industries. Approximately 84% of rental revenue comes from our traditional retail properties, while industrial properties generated about 11% of rental revenues. With regard to our retail business, we seek to invest in industries with a service non-discretionary and or low price point component to the business, as we believe these characteristics make for economically resilient operations that can more effectively compete with e-commerce. As such, of our acquisitions during the quarter, the largest industry represented was grocery stores. Walgreens remains our largest client at 5.5% of rental revenue and convenience stores remain our largest industry at 12% of rental revenue. Our investment philosophy primarily focuses on acquiring freestanding single unit commercial properties leased to best-in-class clients under long-term net lease agreements, typically in excess of 10 years. We believe the market is efficient. As such, we've seen a competitive environment for high-quality assets leased to strong operators. Cap rates, as you all know, reflect an aggregation of many factors, including, but not limited to, fundamental real estate economics, lease term, credit of the client or their sponsor, rent relative to the market, average rent coverage by the operator, and alternative use of the real estate. Accordingly, the quality of our acquisitions is reflected in our average initial cash cap rate during the first quarter of 5.3%. Our size and scale allow us to be highly selective in pursuing investment opportunities that fit our stringent criteria. This quarter, we sourced nearly $20 billion of transaction opportunities, ultimately investing in approximately 5% of the prospects sourced and reviewed. Additionally, our cost of capital allows us to invest accretively, even when pursuing the highest quality assets. During the first quarter, our investment spreads relative to our weighted average cost of capital, or 115 basis points. The quality of the assets we acquire flows through the entire lifecycle of our portfolio, allowing us to favorably recapture rent on expiring leases and maintain a healthy level of occupancy. During the quarter, we released 54 units, recapturing 103.5% of expiring rent. Since our listing in 1994, we have executed over 3,600 releases or sales on expiring leases, recapturing over 100% of rent on those released contracts. And occupancy at quarter end was 98%. Our size and scale afford us the ability to execute large-scale sale-leaseback transactions, which are often sourced through existing partnerships with best-in-class clients, but also serve as an attractive way to establish new relationships. The transaction we closed in Hawaii is an excellent example of the sale-leaseback opportunities we can execute. In this instance, we partnered with Park Petroleum to acquire 22 well-located convenience stores for approximately $116 million. All 22 properties fall under one triple net master lease agreement with an initial 15-year lease term, and all assets are located in main and main locations, primarily on the island of Oahu. This quarter, about 24% of all acquisitions we closed were executed at sale leaseback transactions. The merger between Realty Income and Bayreik will enhance our ability to execute large-scale leaseback transactions through expanded capacity to buy in bulk, which improve our competitive positioning when competing for portfolio or sale leaseback transactions in the fragmented net lease industry. As we have previously articulated, the ability to buy at wholesale prices and at a discount to the one-off market is a competitive advantage. We are often one of only a handful of buyers for large-scale portfolio transactions, particularly those that would otherwise create untenable client or industry concentration issues for our competitors. Before the closing of the transaction, we will have approximately $2.5 billion of annualized rental revenue. For every $1 billion of acquisition to a single credit or industry, our exposure to that credit or industry will increase by approximately 2%. compared to around 3.5% based on our current size. By leveraging our size and scale, we continue to effectively execute through our international platform via healthy acquisition volume in the UK. Fundamentally, we are replicating our US business strategy, seeking to curate a high-quality real estate portfolio leased to leading operators in economically resilient industries. Our total first quarter acquisition volume includes approximately $403 million of international acquisitions in the UK, which brings our total investment volume to more than $2 billion since the first transaction we closed in the UK in 2019. Our international pipeline has accelerated even more quickly than originally anticipated. This quarter's international acquisition volume represents nearly 40% of our total investment volume during the quarter. a figure that is truly incremental to the U.S. business and one that we expect to grow. Now I'll pass it over to Christy to provide financial updates.

Thank you, Sumit. I'll start with some high-level background and then move into our financial results for the quarter. We are the only net REITs in the S&P 500, one of the top 10 largest U.S. REITs by enterprise value, and the largest company in the net lease REIT sector. Upon closing our recently announced merger with BayREIT, Realty Income is expected to be the sixth largest REIT in the RMZ in terms of equity market capitalization. Our size and scale, in conjunction with our conservative balance sheet and financial strength, have afforded us 2A credit rating by the major rating agencies. And our $3 billion multi-currency revolver grants us ample access to well-priced capital that allows us to opportunistically raise permanent long-term capital when the markets are most favorable. During the quarter, we raised approximately $670 million for an overnight equity offering to reduce our financing risk by pre-funding our active global investment pipeline. In January 2021, we completed the early redemption of all $950 million 3.25% notes due in 2022 to take advantage of attractive borrowing rates in the fixed income market while reducing our near-term financing risk. This redemption was primarily funded through our December issuance of $725 million of senior unsecured notes through a dual tranche offering of a five-year and 12-year note, which achieved record low U.S. dollar coupon rates in the REIT sector for each of those tenors. As a result, ARFIC's charge coverage ratio, I'm pleased to report, has hit an all-time high at 5.8 times this quarter. We believe funding our business with approximately two-thirds equity and one-third debt contributes to maintaining a conservative balance sheet. We ended the quarter with net debt to adjusted EBITDA ratio of 5.3 times, or 5.2 times in a pro forma basis, adjusting for the annualized impact of acquisitions and dispositions during the quarter. And our near-term debt maturities remain minimal, with only $26 million of debt maturing through year-end 2021, excluding our commercial paper program and borrowings outstanding on our revolving credit facility. At the end of the first quarter, we had full availability of our $3 billion multi-currency revolving credit facility, $675 million outstanding under our $1 billion commercial paper program, and over $184 million of cash on hand, providing approximately $2.5 billion of liquidity available to capitalize on our active global investment pipeline. During the quarter, our business generated 86 cents of ASFO per share, and we are maintaining our 2021 ASFO per share guidance of $3.44 to $3.49 on a standalone realty income basis, unadjusted for the expected merger. Remember, we currently have 37 of our 79 theater assets on cash accounting. These 37 theaters represent about $25.5 million of annual rent remaining in 2021, and we've reserved $33.2 million as allowance for bad debt on these assets, net of $1.9 million of straight-line rent receivables. In total, this $58.7 million translates to approximately 15 cents that is not currently included in ASFO per share guidance. We are encouraged by the recent momentum in the theater space, such as increased nationwide openings and the release of blockbuster films. Most recently, Godzilla vs. Kong brought in approximately $49 million during the opening weekend, five days specifically, Wednesday to Sunday, and generated more than $390 million in revenue within the first two weeks of its global release, turning a profit of more than $200 million. However, until we are confident these particular theaters can continue to pay us contractual rent, we will continue to recognize revenue for these 37 theaters on a cash basis. As a monthly dividend company, we would be remiss not to discuss the dividends when providing business results. In April, we declared our 610th consecutive monthly dividend And we now increase the dividends 110 times since our listing in the New York Stock Exchange in 1994. Since 1994, we have increased the dividends every year, growing dividends per share at a compound average annual growth rate of approximately 4.4%. And as a result of increasing the dividend every year for the past 25 consecutive years, We are proud to be a member of the exclusive S&P 500 Dividend Aristocrats Index, which consists of only three REITs and 65 companies overall. I would now like to hand our call back to Sumit.

Thank you, Christine. Our first quarter results continue to highlight the incredible opportunities afforded to us by our size and scale. which uniquely position us to be the global consolidator in a highly fragmented net lease space. And we believe the varied merger will enhance our positioning to be just that. Our positive results, as well as our powerful business momentum and a strong outlook, energize our talented team to continue expanding our existing verticals while finding new swim lanes through which the business can grow. At this time, I'd like to open it up for questions. Operator?

As a reminder, to ask a question, you will need to press star 1 on your telephone. To withdraw your question, press the talent key. Please note yourself to two questions. If you would like to ask additional questions, you may re-enter the queue. Please stand by while we compile the Q&A roster. Your first question comes from Greg McGinnis from Scotiabank.

I hate to admit, the very acquisition dramatically increases your exposure to casual dining tenants to 7% of ABR, which is an industry where other REITs seem to be limiting exposure. What makes you comfortable with acquiring all those tenants? That's certainly an area that we spent a fair amount of time focusing on, Greg, when we were looking at BayREIT. You know, the biggest contributor to that 7% is Red Lobster. And looking at where Red Lobster is today versus even where it was a year ago gave us a fair amount of confidence that Red Lobster has turned the corner from being privately owned, private equity owned, to being owned by a company out of Thailand, Thai Union. And the credit enhancement that it achieved, the results that it is now posting, The fact that it paid 100% of the rent in the fourth quarter to Bayreuth, all of that gave us confidence that it's turned the corner. And being vertically integrated organization, such as Pi Union is, made us feel like 7% is a number that we can live with. But the goal here, Greg, will be over time to continue to reduce that, just like we did with our casual dining concept, which used to be in the high single digits. and today represent, you know, less than 3% of our overall registry. And that will be the goal with, you know, on a pro forma basis being up to 7%, continuing to reduce that back down into the low signal digits. Okay, thank you. And second question, given less concern about tenant concentration issues following the very merger, Are there portfolios in the marketplace today that you now feel more comfortable pursuing? Are those types of portfolios already considered in acquisition guidance? And then how much volume do you think those types of portfolios could potentially contribute to acquisitions each year? Yeah, there's a bunch of questions you've asked there, Greg. The question is, you know, we've talked about how pro forma for this acquisition process it allows us to pursue larger transactions. I will say that you don't have multi-billion dollar transactions coming in every week. But when you do, they can be a step growth opportunity, just like a consolidation is in our industry. But given our size today, doing a multi-billion dollar transaction we were somewhat constrained pursuing that, even if it checked all the other boxes, i.e. we like the credit, we like the operator, we like the industry, we like the makeup of the real estate, we like the rent composition, et cetera, et cetera. You feel constrained just given how much of your portfolio concentration gets impacted by a single tenant. But once you start to increase your platform, the ability to absorb larger transactions when they present themselves certainly enhances. And there have been opportunities, and I don't want to get into details, where even in the past 12 months, there have been opportunities to pursue transactions where given everything that we had, relationship, you know, to check the boxes across the spectrum, we were still constrained by the allocation that we had to be able to pursue this particular transaction single-handedly. And those are the types of constraints that do get alleviated the larger your platform becomes. And it does allow you to be able to present yourself as a one-stop shop for some of these very well-capitalized businesses that we want to continue to be there one stop shop, which we have been in this one example that I'm referencing. So, yeah, I do think that, you know, post this consolidation, that it will enhance our position to pursue transactions that we were, you know, somewhat constrained to do so in our current size and scale.

Thanks, Sunil.

Sure. Your next question comes from Katie McConnell from Citi.

Hi there, Katie.

Hi, Katie.

Could you update us on the portfolio of office assets that you plan to spin off with the merger? And now that the deal is out in the open, what have you been able to gauge as far as buyer interest and your ability to potentially sell those off instead?

Kate, it's been three business days since we made the announcement, but thank you for asking the question. Yeah, look, we've been pleasantly surprised by the inbounds. We are still in the process of collecting those inbounds and trying to figure out what's real from what's not real. We have been very clear that the path that we control is the spin-off path. To answer your question more directly, it's essentially all of our office assets along with the vast majority of the varied office assets outside of the six assets that are constrained by a CMBS pool, which is cross-collateralized across multiple asset types. So outside of the six, our goal would be to basically spin off all of the remaining assets, which is right around 97 properties, 182, 183 million in rent, weighted average lease term circa four, 76, 77% investment grade tenants. That's the makeup of the portfolio. As we had thought would happen, once we announced there have been inbound calls, we are just gathering in the information, but it is still too early to tell what's real from what's not. We are going to continue down the path that we control, and if something were to happen in the meantime, that's great. But it's too early to tell.

Okay, I appreciate that, Cara. And then can you talk a little more about the decision to just enter the Hawaii market now and whether you'll work to increase scale there more meaningfully or potentially pursue any industrial opportunities there?

Yeah, Katie, it's not something we intentionally pursued in this particular quarter. We've always Two CEOs ago, Tom was from Hawaii, and the inside joke was, how come we don't have any properties there? Now Jonathan Pong is our resident Hawaiian, and the joke has continued. But it really was a function of the right opportunity presenting itself at the right time, with a partner that we liked. We underwrote their business, we underwrote their performance, we underwrote their locations. It was just the right time and the right place. And it just so happened that it closed in the first quarter. There wasn't any grand design to be able to come out and make the kinds of announcements that we have done. We've been very opportunistic, very lucky in some ways. I'm very grateful to now be able to say that we are in 50 states. But that to us was not as important as finding the right transaction. And this particular transaction that allowed us to go to Hawaii certainly checks all the boxes. So we are very grateful for that.

Okay, great. Thank you. Sure.

Your next question comes from Ronald Camden from Morgan Stanley.

Hey, good afternoon. Just two quick ones from me. The first is just on tenant health in general in the portfolio. Maybe if you could provide some updated thoughts on how you're feeling today maybe versus six and 12 months ago. And then digging in a little bit deeper into some of the theaters and looking at the collection rates there. Maybe some insights as the collection rates may have been a little bit lower than what we would have expected. Maybe what's going on there with theaters?

Sure, Ronald. Thank you for your question. Look, our watch list is right around 5%, and the biggest contributor to that watch list is the theatre business, so they are very much tied. And our collection is also largely a function of the collection in the theatre business. We feel, you asked me to give you a reference point as to how we feel about the theater business today versus when we first got into the pandemic. We feel a lot better today than we did then. There have been actual examples here in the U.S. which were preceded by examples playing out in China and in Japan, which lent credence to the hypothesis that we had that the theater business, once the contents were starting to get released and the social distancing norms were relaxed, the theater business was going to be able to bounce back. That thesis has largely proven out to be the case, Ronald. I mean, if you look at the only one example that we currently have of a big blockbuster movie that came out, which was the Godzilla versus Kong, in the first five days, it generated right around 49 million we've been tracking how it has done subsequent to that as well, and it's right in that high 80s, right around $90 million, is the collection here in the U.S. theaters. If you look at it globally, it's close to $390 million. And the budget to make that movie was right around $180, $190 million. So $200 million roughly, largely being gathered through the you know, through the theater release. And that just continues to lay credence to that as content starts to come in, as these theaters are allowed to open. AMC is largely open here in the U.S. Regal is still not. You know, Regal is still targeting mid to late May to open up all of its theaters. um and and and so we do believe that this collection is going to become a function of the theater's opening and based on the discussions that we've had with our operators um you know we continue to feel very optimistic that in the near term those collection numbers will start to go up but look we are also blessed with with with a balance sheet to lend grace to some of these operators, as long as we believe that their operating model is going to come through and it's going to be a viable business model going forward. And we genuinely believe that the theater industry, and specifically these two operators, are going to be viable operators going forward. And so if we have the ability to lend our balance sheet, you know, give them a little bit more grace in terms of, you know, stabilizing their operating business model, that's what we've done. And we feel very good about that decision.

And, Ronald, it's Christy. The only thing I would add to Jim's comments is just a reminder to the team that's on the line is that our theater portfolio is really high quality. There's over 80% of the theaters in our portfolio that are in the top two quartiles of each of the operators' footprint. And as Sumit mentioned, AMC is open, but at limited capacity right now, and Regal's theaters will be opening towards the end of May. And to that point, we're cautiously remain cautiously optimistic. But there's one thing I want to point out, that When we take a look at the momentum as it relates to the collection rate in theaters, it's steady and improving. So stabilized from year end, we were about 10% collection. And then throughout the quarter, we've gained momentum to build towards 16%. And so we'll look forward to reporting more when we come to the second quarter.

Great. That's helpful. My second question was just going back to the VARATE merger. This may be just a simple question, but just how can you help us understand how your real estate, the quality of your real estate, the quality of the retail assets that you own compares to those of VARATE that you're going to be taking in, right? How should an investor think about comparing and contrasting the quality of those portfolios? specifically the retail piece. Thanks.

Yeah. Ronald, they've got 3,500 properties that has been constructed over the last 11 years since they became public. Clearly, there are areas of the portfolio, one of which we touched on, um has turned the corner but it wasn't something that we would have pursued in isolation uh six years ago when they when they chose to do that transaction but by and large i would say we were pleasantly surprised when we underwrote all of their assets all of their operators at the quality of the portfolio they had and there was an art to be making you know for whatever reason and we are grateful because it allowed us to create a lot of value for our business that they were trading at a massive discount to what we believe is the inherent value, especially of their retail and industrial portfolio. And so the other point I would like to highlight is the fact that they are complementary to our focus. This is why things like convenience stores, which we are big fans of, with certain operators, I want to qualify, allows us to go from 12% to 9% pro forma for the combination. It allows us to take our grocery from 10% to 8% because they don't have those allocations in their portfolio. And so that certainly helps us create additional capacity. Plus on the theater business, they didn't have much of an exposure. So it allows us to bring down our theater exposure from 5.7, 5.6 to 3.8%. which is starting to get closer to the optimal allocation that we have been talking about over the last couple of quarters. So pleasantly surprised on the upside, which is one of the main reasons why we decided to move forward and we're so grateful that we found a like-minded person in Glenn and his management team to move forward with a transaction that we genuinely believe is a win-win for both parties. So, um, yeah, super happy to absorb that, um, retail and industrial portfolio into the performer realty income business.

Super helpful. Thank you.

Sure. Your next question comes from.

Hey, I guess, uh, good afternoon out there. Uh, can you talk about me? Hello. Can you guys talk about the acquisition cap rates a bit more here in the first quarter, the low 5% overall, 4.9% U.K.? I believe last quarter you suggested that cap rates would be similar to 2020 levels or closer to maybe 6% depending on mix. And I understand you're seeing increased competition. We've heard of financial buyers getting 85%, 90% LTV financial ABS market. So maybe can you talk about the market and what role that competition plays from financial buyers? Is this playing on the pricing for the assets you're looking at? And is it specific to any subsector or industry? And if this low 5% cap rate is what we should expect now for 2021? Thanks.

Yeah. So, Handel, quarter over quarter, these numbers are going to vary, and it is largely a function of the mix. You know, If you're going to be heavily industrial-focused, the cap rates are going to be on the lower end. If you're going to be more retail-focused, it will be on the higher end. I'm making general comments. Obviously, there are exceptions even to what I just said. But if you look at what drove the U.K. cap rate, it was largely two industrial transactions that we did with the same seller that we have a very good relationship with. One was an industrial asset, you know, in the greater London area, highly sought, clearly a last mile, you know, location. And we got it at, you know, a cap rates. We felt very comfortable owning this particular asset. Another one was in the suburbs of Birmingham. You know, it's leased to a single A credit. Again, fantastic distribution center, below market rents, something that we feel like is going to be super additive to our portfolio going forward. And that's what really drove the cap rate to where it was. Had we excluded those two, our cap rate would have been closer to where we did our fourth quarter UK transaction, which was, I believe, if I remember correctly, 5.6, 5.7 cap rate. So it really is going to be a function of mix. It's going to be a function of which geography dominates, et cetera, et cetera. But I don't think you should expect the cap rate we posted in the first quarter to be the new norm, you know, I would still say that we should average right in that mid fives to slightly above that. That would be the goal. And in quarters where we do some more higher yielding stuff, because it's things that we found that the people are not focused on yet, we could see, you know, a potential sixth. But it really is going to be a function of the mix. It's going to be a function of asset type, lease term, geography, all of those things that go into defining what a quarter cap rate signifies. But I think the bigger point here is this is the second quarter in a row where we've done $1 billion. And I've seen a lot of numbers coming out talking about, oh, in order for them to get to the high single-digit growth rate, you know, they're going to have to do $4 billion of acquisition. We welcome that challenge. In fact, we're excited about that challenge, you know. And we've already talked about what creating these new verticals for us, new markets of growth for us has done. to our sourcing numbers, which is now translating into actual closings. So for us, the numbers being posted, yes, for most net lease businesses, that's a staggering number. But for us, it's something that we welcome. And we also agree with the market that it is for us to show to you that we are capable of doing this. on a quarter after quarter after quarter basis. But that's where the fun part is for us and the team. We look forward to that challenge and we look forward to posting numbers with assets that doesn't compromise what we have said is our risk profile. And that's the key message here, you know, that we are doing all of this and we are growing a platform and we are growing our portfolio with the right type of industries, right operators, right geographies, right growth rates, all of the things that will create sustained value over the long term. So I know you didn't quite ask that, but I just wanted to make sure that we put the answer around cap rates in context to what it is that we are trying to do and the sustainability of what it is that we are trying to do. So forgive me for that.

No, that's perfect. Thank you for the Nicola, I certainly appreciate it. Can you also talk a bit, perhaps, are you a bit more willing today at all to consider industries that you perhaps put off to the side over the past year in the aftermath of COVID, perhaps expanding your investment playbook here, be it, I don't know if it's more entertainment or experiential, things that have been a bit less COVID resilient, but given the improving vaccine distribution, the economic expansion. Just curious if that view is changing at all and if there's any specific industries you would point to.

One of the things that will distinguish this team, I think, and I believe in, is the fact that we will always remain humble. If data is changing on the ground, if trends are changing, we're constantly trying to mark the market. But what we don't want to do is over indexed to any near-term phenomenon just like we did over index to the fact that hey the theater business and the health and fitness business really took a took a beating in an environment where you have social distancing uh requirements and does that mean we should go down to zero in both those businesses the answer is no you know and so what we are trying to figure out is what are the trends especially given the long-term nature of the leases that we enter into what is the trend long term that we are going to underwrite to? And just because something creates a potential opportunity near term, if we can't get comfortable with the long-term prospects, we will largely stay away from those types of situations. Now, that doesn't mean we don't get a few things wrong. And in hindsight, we don't go back saying, oh, we should have played that a different way because our conclusion was inaccurate. But we, I believe, have gotten more things right than wrong, and that has served us well. So the answer to your question is, without getting into specifics, that we are constantly trying to upgrade our pieces to reflect what's on the ground. But we don't try to over-index to it without taking into consideration the long-term impacts of those immediate trends that we are seeing. I'll throw something out there, which is the exact opposite of what you're suggesting. I think there is an opportunity in the office sector. Now, are we going to go into the office sector? No. There's a reason why we said we are going to be spinning off all of our office assets. But I do believe that given the environment today and given how negative the sentiment is around the office asset type, there is value to be had. if somebody is willing to take a longer-term perspective on what is office going to look like. And that's the reason why we want to create a spin-off, if that is the route we end up eventually effectuating. We want to set it up for success. And it is a play on what we are seeing near term. And then it's forecasting out that trend line to see what do we think is going to happen to office five, seven, ten years from now. Where do we see growth? Yes, growth. I use that word with office. Where do we see opportunities? And, you know, there is an argument to be made that that could play out. So time will tell.

Any perspective you want to share on, say, casinos? I know it's been asked in the past, but I'm curious if that view on that subsector is any different or any more willingness today to act on that.

Yeah, I'm not going to talk about specifics, Handel. You've always asked me very specific questions, and I've tried to stay away from it. You asked me about M&A, and I did M&A for you. No, no, I'll stay away from specifics, Handel. Thank you, though.

Thank you.

Appreciate the time.

Sure. Your next question comes from Caitlin Burrows from Goldman Sachs.

Hi there. Hi. You gave some details to explain the relatively lower cap rate in the UK this quarter, but there's also the associated tax burden in the UK, which impacted members in the quarter. So I was just wondering, kind of big picture, if you could go through why the UK investment activity makes sense to you, bigger picture, and then also how we should think about the associated tax expense going forward.

yes very good questions caitlin thank you um i should have actually you know completed my my answer on the uk giving a little bit more color on the structuring side of the equation um so you know we went into the uk recognizing that there's going to be an associated track tax leakage And when we underwrite transactions, we take into account, you know, what is our effective tax rate? What is the statutory tax rate? What's the effective tax rate? How much are we really making in terms of actual spreads, et cetera, et cetera. And, of course, comparing it to the cost of capital, which is also much lower in the U.K., and seeing if it made sense. It made a lot of sense. And by and large, I think we are tracking to the effective tax rates that we had shared with the market two years ago in April of 2019. What I would like to add, Caitlin, is there is a change that is being contemplated that would actually increase the statutory tax rate in the UK market. But what we have been exploring and hopefully we'll be able to implement in the near term is restructuring our realty income limited, the legal entity that is housed there, where we will actually end up potentially saving 400 basis points off of our effective tax rate. So do you expect to see the taxes being paid in the UK continuing to go up? Absolutely, you should. But not at the same rate as you have seen over the last three years. We are getting more efficient. We are structuring our transactions going forward in a manner where we are actually going to see on an effective basis a decrease in the tax leakage associated with our investments. And we are constantly looking at how are we going to be financing this transaction and does it still make sense? And the answer is a resounding yes, it does. And that's the reason why we are continuing to do what we're doing.

Got it. Okay. And then maybe switching topics, the guidance that you guys have put out assumes that same-star revenue improves as the year goes on. There was commentary earlier on hopefully improving theater collections and performance, and acquisitions are expected to continue. But the ASFO guidance kind of barely implies any growth from the 1Q run rate. So I was just wondering, why is that? How does the improving theme store revenues and acquisitions not translate into more meaningful ASFO for the guidance? Or is the ASFO guidance just pretty conservative at this point?

That's an opinion. I'll let you conclude that for yourself. But I do think Christy mentioned as to, you know, the 37 assets that are on cash accounting. So, so much of, you know, the improvement that could play out in the future has not been sort of reflected in the guidance that we have shown. But nor have we changed our cash accounting on those 37 assets, you know. So, we... We really, if you want to use the word conservative, fine. We just really want to see actual collections go back up to levels that warrant a change in our pieces around cash accounting versus not. And then that will certainly translate to, you know, higher AFFO per share trend lines. But we, you know, we... we tend to be a little bit more deliberate and, um, yes, things are looking very optimistic. Uh, but, um, until it's not actually starting to reflect in, in, in closed monthly statements, uh, we are going to stay the course. And, um, you know, obviously what we have and the reason why we haven't adjusted is, is for the merger is because first and foremost, there are conditions, uh, involved and, And even if this were to close, it won't happen until the fourth quarter, which clearly would have a very minimal impact this year. And so for those reasons, we have kept the guidance exactly the same. We want to digest what we just announced last week. We also want to get another quarter under our belt, and then we revisit earnings at the end of the second quarter and share with you what our Let me just touch on that.

Okay. Thank you.

Sure.

Thanks, Caitlin.

Your next question comes from Rob Stevenson from JANI.

Good afternoon. You guys currently have, as of March 31st, 131 vacant assets, and presumably you'll have additional assets become vacant over the remainder of the year. Ordinarily, some percentage of that you guys keep and release, and some you sell and move on. Given the size of the very transaction and the integration process, how do you guys think about your team's bandwidth and maybe just selling a greater percentage of the vacant assets if they can't be released easily and moving on and focusing on the integration versus the time, energy, and even the potential upside from releasing vacancy?

We are very comfortable executing exactly the same business model that we have. We have always said that, you know, if you want to run a business at 100% occupancy, we can. But that is not value-optimizing solution. And the reason why we have also shared with the market our, you know, real estate operations team is the largest in the company, is to be able to do the things that we want to do. That is the reason why we have always said that 98% is the right occupancy level for us because we are going to be repositioning assets where we can create, you know, and then these numbers get buried, but 140%, 170% recapture rates on rent just because of these repositionings that we are able to do. But, yes, it takes time. And, yes, that means you're sitting on more non-occupied assets. But we are very comfortable doing that. if that is the right economic solution to do so. And just to put things in perspective, that $131 was $140 at the end of the fourth quarter because we got 65 of our NPC assets back. And the team was able to not only absorb the first quarter expirations, but make a dent, and a pretty good one, uh on on on those um assets that were handed back from the npc transaction i am super comfortable uh with with the team that we have and uh the asset management team that is led by tj they are a phenomenal group and what we would like to be able to do is when we absorb uh vary is to be able to implement the same business model which is the reason why we think we want to hold on to a lot of their folks and potentially share our business model with them and try to generate the same types of results that we've been able to generate on a standalone basis. That is another area that we can enhance through this combination.

Okay. And then second question, how are you thinking about the VAT going forward? It's been mostly non-retail as of late, and even overall it's a pretty small piece of O today, about to get much smaller with the acquisition. Do you need to keep that to fulfill obligations to customers? Does that go away? How should we be thinking? Is there a chance that that gets bigger going forward for you guys?

Rob, I missed the key word because it was a big beep.

uh what is it that you said that we need to keep forward and it's a very small part of our business the development uh business yeah it's mostly non-retail and it's really even overall a really small piece of oh today going to get much smaller do you grow that does that need to stay because of commitments to customers etc how are you thinking about that business very good question we hope to grow that business

You know, it's about a $200 million business today, and you're absolutely right. That's not very large compared to the balance sheet that we have. But, you know, some of the repositionings I alluded to, some of the relationships that we have with existing industrial clients who want expansion capabilities, some of the relationships that we are developing with developers, you know, to provide a capital source that could be a takeout, all of that is incredibly valuable to us. And I would love to see with a bigger platform, you know, make this 3X, 4X of what it is today and be another contributor of value to our business. And, you know, so we have a team that we have continued to grow. And through this combination, we will potentially grow this team even more so that we can continue to enhance value today. going forward, even while, you know, just working on our own existing assets and going back to your previous question, working on vacant assets or soon-to-be vacant assets and doing repositionings. That requires an in-house expertise on the development front. So we will certainly hold on to it and grow it and potentially grow the, you know, grow the allocation from where it is today.

Okay.

Thanks, guys. Appreciate it.

Thanks, Rob.

Your next question comes from . Yes.

Hey, guys. Just Sumit, following up on your comment. Hey, Christy. How are you?

Good. How are you doing?

Doing great. Sumit, just following up on your comment earlier about the $4 billion in acquisitions this year that you've seen some analysts write about, I'm just curious. Are you seeing anything in the market that could cause a slowdown in the pace of your transaction activity in the near term? It just seems like you're on pace to well exceed the minimum 3.25 you guys got it to. So just curious what you're seeing there.

Brent, we are very optimistic. To be very honest with you, we are not seeing anything. We are obviously following some of the same rules coming out of D.C. and how it's going to have an impact, et cetera. We are not seeing any of that translate into anything. the volume being sourced, and our belief in not only meeting but potentially exceeding what we have shared with the market as our acquisition target. We started the year, and I think, Brent, if you recall, when we came into January, we shared with you what our pipeline looked like and how optimistic we were. That optimism has just continued to grow. So we are super excited about, you know, not just the sheer volume, but the quality that we are seeing and the quality that we are being able to get over the finish line. So the platform is working.

Okay, perfect. And then just digging into the transaction activity a little bit more, could you talk about what you're seeing for some of the troubled tenant asset classes, you know, as reopening plays out and rent collection rates there improve? Are you seeing, you know, any of those assets starting to trade health and fitness, movie theaters, et cetera?

Sure. We've certainly seen a couple of trades on the health and fitness side, especially with the more established operators. We've seen a few vacant assets on the theater side sell. So, yes, people are getting much more optimistic about the future and are willing to buy vacant pieces of land with a building and reposition it. Uh, and, and that optimism is starting to filter in, um, into, into the acquisition arena, but that's not an area that we play in. Um, but, uh, it's, it's certainly, it's certainly something we're seeing. Okay. Thank you.

Sure.

Thanks, Brent.

Your next question comes from Wes Welding from Barry.

Hi, everyone. I just have a few quick questions for you. Hi there, Christy. Looking at the industrial exchange for revenue, it looks like it's been a negative 40 basis points last year and it continues into this year. Do you expect that to impact later this year?

Yeah, Wes. It's largely driven by this one asset that we had incorrectly calculated the CPI adjustment to it. And when we realized that mistake, and of course we had collected rent on that, we went back to our client and we shared with them that, look, there was a mistake. And we gave them all, we readjusted the rent going forward. And that's really what we're starting to see play out. And so... You know, obviously the client was incredibly happy about us, you know, coming out and sharing this information. But that's really what you're seeing play out. If you look at the actual leases on the industrial front, they have a lot more growth built into it than even our retail leases do. So the same store rent numbers should actually, on a normalized basis, Wes, I would expect it to go up, not down.

Gotcha. And then maybe it's early, but I was curious about the potential office spinoff, how the capital structure would look and what that would mean for O's pro forma leverage.

We are absolutely focused on maintaining our A3, A- rating. And I believe both the rating agencies came out and reestablished the ratings as well as the outlook. uh post the the announcement we made last week and we are we are very much focused that pro forma for the spin um we will continue to maintain those um those those ratings because even even pro forma for the spin the the performer company is going to be you know close to 50 billion dollars in size and uh uh and we'll have you know, leverage metrics that is equivalent, if not better, than where we are today. So it is super important, you know, for us to maintain our ratings. Got it. Thank you both.

Sure.

Thanks, Wes. Thanks, Wes.

Your next question comes from Linda from Jefferies.

Hi, Linda. Hi. Hello, Christy. Hi, Sunit. Maybe following up on your earlier comment that you can handle and welcome large acquisition volumes. For this quarter, you sourced $20 billion and invested in 5%. Does this 5% or $1 billion executed to $20 billion sourced ratio remain consistent post-merger?

I hope it gets enhanced, you know. um i i i think i said this last week uh linda that uh where varied has been spending a fair amount of their time is is not exactly a hundred percent of an overlap of where we spend our time um so we would like to be able to you know continue to leverage their platform and their ability to to play in a zip code that that we haven't spent a lot of time because We're finding plenty of opportunities in the areas that we would really want to focus on. So my hope is that pro forma for the combination, that the platform will increase in size and the area of focus will increase. And therefore, we might be able to create a trend line that is a step up from where we are today. But that is down the road. I want to stay focused on where we are today and the platform that we have currently. And if you look at the ratio of what gets closed versus what gets sourced, we have generally been in this 4% to 7% to 8% zip code for many quarters now. I mean, have there been quarters where those numbers may have been, you know, higher or slightly lower perhaps but but it's generally in this zip code and and we have the infrastructure to to absolutely you know deal with that volume and deal with um you know with getting uh our share of uh that volume over the finish line and and we haven't remained stagnant that's the other point and i know that's not very obvious from the outside our team has grown we have a complete platform now in the UK, which is in addition to the platform that we have in the U.S., which didn't exist. So, you know, the platform has continued to grow to absorb this higher volume of analysis that is being asked of this team. So, so far, so good.

Thanks. And then my second question is, with G&A at about 4.5%, do you have a sense of how low this could go maybe a few years out post-merger?

You know, we've talked about the G&A synergies in that $45 to $50 million and a cash synergy of $35 to $40 million. I think there's some analysis that the team has done where we show you that, you know, the G&A to gross asset value potentially drops by one third, you know, going from 33 basis points to 23 basis points or 22 basis points. And, you know, that is the goal. We absolutely believe in that, that the larger our platform becomes, the more scalable it is, and therefore it should translate to GNA numbers continuing to go down. But how far down does it go? I can't tell you, you know. It's also going to be a function of, you know, do we continue to add new swim lanes? If we do, we need the infrastructure to help support that. And if it keeps our G&E elevated because we're still not reaching this normalized level of what this business and platform is capable of doing, I'm totally fine, you know, having a G&E in the force. But on a normalized level, if we have exhausted all possible swim lanes, then, you know, who knows where this thing can go? I don't have a precise answer for you, Linda.

Thank you.

Sure.

Thanks, Linda.

Your next question comes from John from . Hey, John.

Good afternoon. How's it going? Good. How are you? Just a quick one from me. Outside of office, how much roughly speaking of the very portfolio do you view as being a target for capital recycling as you look to manage the portfolio?

You know, I think I've answered this question in a different way in terms of, you know, how much did we like the industrial and the retail portfolio that will be part of Remainco going forward? You know, we don't see their makeup being largely different from ours, except in the areas that they've chosen to focus on. the but the more we we underwrote um those industries and the and the you know actual operators that they have exposure to um you know the more comfortable we got that overall this portfolio is is one that we'll be very proud to absorb so john i don't have a precise answer you know could you see a corresponding increase in in our you know Capital recycling that we manage through this position, you could, but that would be more of a function of the size of the platform has just increased rather than it getting disproportionately larger because there's a lot more assets on their side that we would want to recycle up. Time will tell, but I suspect that it will be commensurate with what we have established as a standalone company today.

Okay. All my other questions have been answered, so that's it for me. Thank you. Thank you, John.

Thank you, John.

Your next question comes from Joshua Denning from Bank of America.

Hey, John. Hey, Smith. Hey, Christy. Hope you're doing well. Hi. I'm curious how you think about Europe now that you're a larger entity. You just hit the $2 billion mark over in the U.K.,

Are you thinking about accelerating the push into the rest of Europe at this time, or is there some other hurdle that you'd be looking to hit?

You know, Josh, that's a very good question, and I do want to answer it. What we were planning on doing on a standalone basis has absolutely not changed because of the announcement we made last week. I don't believe that it accelerates our desire to go into the rest of Europe just because of this particular merger. Our desire to go to other geographies and other markets are largely being driven by our underwriting, our ability to absorb new markets, the team that we have in place, the maturity of our understanding of these various different markets. That's what's driving our desires. And so, yes, could we do more? Because the scale benefits of absorbing, you know, $15 billion platform, the answer is absolutely yes, we can do more. And so I think that's where the benefit comes. But I don't think, you know, trying new things is triggered by the fact that we have a larger platform off of which to try it. So I just wanted to make that nuance point, Josh. But it was a great question, and I'm glad you asked.

Great. I appreciate it. That's great.

Thank you, Josh.

Thank you. Thank you, Josh.

As a reminder, to ask a question, press star 1. Your next question comes from Harsh Mani from Green Street.

Hi, Harsh. Hi. Hi. Hey Sumit, you mentioned that you're looking to grow the development side of the business. Just sort of looking at the initial yields on those, this quarter they were roughly equal to the yields on acquisitions. I'm just trying to understand the spread over your cost of capital that you see on the acquisition side versus what you're aiming towards on the development side long term.

Yeah. Harsh, very good question. But again, it's a function of the mix where the development dollars are going. If it is going towards industrial assets, which you will see that it is, the vast majority of the capital is going towards takeouts. And those cap rates, if they have a five in front of them, that's a great outcome. Because guess what happens once these assets are fully developed and you go out into the open market and you try to buy it from the open market? It potentially has a low force, even a three-handle in front of it. And that is the reason why we feel like, yes, these cap rates, headlight cap rates may look low, but if you really dive in behind the numbers – and you try to figure out what is the product that they are being able to get through this development funding, take-out funding, whatever you want to call it, versus what could they buy the same particular asset if it were available today, there is still 100 basis points, maybe 50 basis points, if you want to be conservative, uplift that we are getting by partnering with some of these very well-established global developers. So that's really where the value creation is. To answer your question more specifically, what do I see the yield on development? If you look at retail, when you look at retail development, it depends on whether it's a repositioning or a greenfield or what have you. On repositionings, that's where the maximum value creation occurs. We already have the piece of land. We go down the path of creating, of repositioning an asset. With the expectation that, you know, and I threw some of these numbers out at you, that we could have rent compared to, you know, the pre-repositioning of 150, 200, even 300 percentages of points. So that's the kind of uplift in value we could generate through this. Now, that is a small portion of our business, a very small portion. But I just want to put in perspective that you see a blended number, but if you go behind the number, there is a fair amount of value creation. And largely, we want to be viewed as a one-stop shop by our tenants who know us as landlords that hold assets for the long term. And if we can help them harness our vacant asset portfolio by repositioning it for their needs, we want to be there to serve them. And that's the reason for having this. But in terms of how big is it going to become, what is the trend line going to look like, it's going to be a function of what dominates in that one given quarter.

That's interesting. And then one more for me. On the debt synergies from the Varese deal, given that you have a lower cost of capital or in the UK, could we expect to see a higher leverage ratio on your UK assets than in the US?

Again, it goes back to our ratings, Harsh. If you want a guiding principle, look at our balance sheet on a fully consolidated basis. And we want to be right down the fairway, which keeps our rating agencies very happy. yet it allows us the maximum flexibility to run our business. But we do not want to do anything that's going to compromise our A minus A3 rating. Now, the mix of where that debt comes from could absolutely change. A lot more of it could come from the U.K., given the, you know, the arc between a 10-year sterling-denominated unsecured bond versus a U.S. unsecured bond. And we may choose, again, just to match fund our assets with locally denominated capital. We may choose to over-lever some of those assets. But there is a threshold beyond which we are not going to go, even on a standalone basis. But, yes, we can certainly have more of a mix coming from the U.K. given the lower cost there than the U.S., And then if you look at it on a fully consolidated basis, it's going to have the same profile that you would expect of an A3A-rated company. I hope that answers your question.

That's helpful. Thank you. Sure.

Thanks, Harsh.

This concludes the question and answer portion of the Realty Incomes Conference call. I will now turn the call over to Sumit Murai for concluding remarks.

Well, thank you all for joining us today, and we look forward to speaking with each of you soon. Thank you so much. Bye-bye.

This concludes today's conference call. Thank you for participating. You may now disconnect.