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Realty Income Corp  (NYSE:O)
Q3 2018 Earnings Conference Call
Nov. 01, 2018, 2:30 p.m. ET

Contents:

  • Prepared Remarks
  • Questions and Answers
  • Call Participants

Prepared Remarks:

Operator

Good day, and welcome to the Realty Income Third Quarter 2018 Operating Results Conference Call. Today's conference is being recorded.

At this time, I would like to turn the conference over to Janeen Bedard. Please go ahead.

Janeen Bedard -- Senior Vice President

Thank you all for joining us today for Realty Income's third quarter 2018 operating results conference call. Discussing our results will be Sumit Roy, President and Chief Executive Officer; and Paul Meurer Chief Financial Officer and Treasurer.

During this conference call, we will make certain statements that may be considered to be forward-looking statements under federal securities laws. 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 Forms 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.

I will now turn the call over to our President and CEO, Sumit Roy.

Sumit Roy -- President and COO

Thanks, Janeen, welcome to our call today. I'm honored to have taken on the role as CEO, and I'm excited about the future of Realty Income given the strength of our diversified high-quality portfolio, strong investment opportunities and most importantly our talented team. I look forward to continuing to work closely with the board and the team to evolve and execute on our strategic priorities, and I'm confident Realty Income can continue to capture opportunities to build and enhance our portfolio and drive value for our stakeholders.

I would also like to thank our former CEO, John Case for his service and guidance over the years. John has played a pivotal role in building the company into what it is today and we wish him the very best. In my seven years with the company, I've had the opportunity to meet many of our investors and analysts and I look forward to enhancing this engagement in the future. With that let's turn to the business.

We continued to see strength in the current market environment as well as our investment pipeline. During the third quarter, we invested $609 million in high-quality property acquisitions and increased AFFO per share by 5.2%. S&P raised our credit rating to A- during the quarter which was largely driven by our consistent track record of performance and the stability of our portfolio. Given the current strength in our business we are increasing the low end of our 2018 AFFO per share guidance by $0.02 from $3.16 to $3.21 to a range of $3.18 to $3.21.

Our portfolio continues to be diversified by tenant industry, geography and to a certain extent property type which contributes to the stability of our cash flow. At the end of the quarter our properties were leased to 260 commercial tenants in 48 different industries located in 49 states and Puerto Rico. 81% of our rental revenue is from our traditional retail properties. The largest component outside of retail is industrial property just over 12% of rental revenue. Walgreens remains our largest tenant at 6.4% of rental revenue. Convenience stores remains our largest industry at 12.1% of rental revenue.

Within our overall retail portfolio over 90% of our rent comes from tenants with a service non-discretionary and/or low price point component to their business. We believe these characteristics allow our tenants to compete more effectively with e-commerce and operate in a variety of economic environment. 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 continued to have excellent credit quality in the portfolio with over half of our annualized rental revenue generated from investment grade-rated tenants. The weighted average rent coverage ratio for our retail properties is 2.9 times on a four wall basis, while the median is 2.7 times. Our watch list at 1.4% of rent remains consistent with our levels over the last few years.

Occupancy based on the number of properties was 98.8% an increase of 50 basis points versus the year-ago period. We expect occupancy to remain in the mid-98% for 2018. During the quarter, we released 64 properties recapturing approximately 108% of the expiring rent. Year-to-date, we have released 166 properties recapturing approximately 106% of the expiring rent.

Since our listing in 1994, we have released or sold over 2,800 properties with leases expiring recapturing 100% of rent on those properties that were released. Our same-store rental revenue increased 1% during the quarter and 0.9% year-to-date. These results are consistent with our projected run rate for 2018 of 1%. Approximately 87% of the leases have contractual rent increases.

Let me hand it over to Paul to provide additional detail on our financial results.

Paul Meurer -- Chief Finance Officer & Treasurer

Thanks, Sumit. I will provide highlights for a few items in our financial results for the quarter starting with the income statement. Our G&A as a percentage of total rental and other revenues was 5% for the quarter and 5.3% year-to-date. We continued to have the lowest G&A ratio in the net lease REIT sector. Excluding the recent CEO severance payment we continue to project G&A to be approximately 5% in 2018.

Our non-reimbursable property expenses as a percentage of total rental and other revenues was 1% for the quarter and 1.4% year-to-date. This compares favorably to our 2017 run rate due to lower bad debt expense and the timing of certain expenses. We continue to expect non-reimbursable property expenses to generally be in the 1.5% to 2% range. Funds from operations or FFO per share was $0.81 for the quarter. As a reminder our reported FFO follows the NAREIT-defined FFO definition.

Adjusted funds from operations or AFFO or the actual cash we have available for distribution as dividends was $0.81 per share for the quarter representing a 5.2% increase. Briefly turning to the balance sheet. We've continued to maintain our conservative capital structure which we believe contributed to the S&P upgrade to A- that Sumit mentioned earlier.

Combined with our upgrade to A3 by Moody's a year ago, we are now one of only a few REITs with at least two A ratings. During the third quarter we issued $293 million of common stock primarily through our ATM program. Our overall leverage remains modest as our debt-to-EBITDA ratio remains 5.5 times and our fixed charge coverage remains healthy at 4.6 times. The weighted average maturity of our bonds is approximately nine years which is over a year longer than it was a year ago.

Our overall debt maturity schedule remains in excellent shape with only $7.3 million of debt coming due the remainder of this year and only $91 million coming due next year. And our maturity schedule is very well laddered thereafter. In summary, we continued to have low leverage, strong coverage metrics and excellent liquidity. Last week, we were very pleased to announce the expansion of our $3.25 billion unsecured credit facility. The new facility increases the capacity of our revolver from $2 billion to $3 billion plus a $1 billion accordion expansion feature.

The initial maturity date is March 2023 plus two six month extension option thereafter. The increased line capacity enhances our liquidity and provides ready access to capital for our property acquisition efforts. Our borrowing spread decreased to 77.5 basis points over LIBOR, which matches the tightest pricing grid in the REIT industry.

As part of the recast we also issued a new $250 million term loan with the tenure of just under 5.5 years. Concurrently, we executed a floating to fixed interest rate swap which effectively fixed the interest rate on the term loan at 3.89%. 23 lenders participated in the new credit facility many of whom we have done business with for several years. We very much appreciate the long-term support of our banking partners as we've grown over the years. And we welcome the lenders who are new to the relationship with Realty Income.

Now let me turn the call back over to Sumit.

Sumit Roy -- President and COO

Thanks Paul. I'll now move to our investment activity. During the third quarter of 2018, we invested $609 million in 238 properties located in 25 states at an average initial cash cap rate of 6.34% and with the weighted average lease term of 15.3 years. On a revenue basis approximately 62% of total acquisitions are from investment grade tenants, 99.4% of the revenues are generated from retail. These assets are leased to 19 different tenants in 14 industries.

Some of the most significant industries represented are convenience stores, restaurants and dollar stores. We closed 14 discrete transactions in the third quarter. Year-to-date 2018 we've invested $1.465 billion in 591 properties located in 37 states at an average initial cash cap rate of 6.32% and with a weighted average lease term of 14.4 years.

On a revenue basis 67% of total acquisitions are from investment grade tenants, 96% of the revenues are generated from retail and 4% are from industrial. These assets are leased to 37 different tenants in 20 industries. Of the 39 independent transactions closed year-to-date five transactions were above $50 million. Transactions will continues to remain healthy. During the third quarter, we sourced more than $8.4 billion in acquisition opportunities. Of the opportunities sourced during the third quarter 58% were portfolio and 42% or approximately $3.6 billion were one-off assets.

Year-to-date we sourced approximately $26 billion in potential transaction opportunities. Investment grade opportunities represented 39% of the volumes sourced for the third quarter. Of the $609 million in acquisitions closed in the third quarter 7% were one-off transactions. As to pricing cap rates have essentially remained unchanged in the third quarter. Investment grade properties continued to trade around 5% to high 6% cap rate range and non-investment grade properties trade from high 5% to low 8% cap rate range.

Our investment spreads relative to our weighted average cost of capital were healthy averaging 154 basis points in the third quarter, which was slightly above our historical average spreads. We defined investment spreads as initial cash yield, less our nominal first year weighted average cost of capital. Our investment pipeline remains robust and we continued to see a steady flow of opportunities that meet our investment parameters. We remained one of the only publicly traded net lease companies that has the scale and cost of capital to pursue large corporate sale leaseback transactions on a negotiated basis.

Year-to-date 81% of our acquisitions have been sale leaseback transactions. We remained confident in achieving our 2018 acquisition guidance of approximately $1.75 billion. Our disposition program remained active. During the quarter we sold 20 properties for net proceeds of $35.5 million at a net cash cap rate of 8.3% and realized an unlevered IRR of 7.8%. This brings us to 60 properties sold year-to-date or $83 million at a net cash cap rate of 7.6% and realized an unlevered IRR of 7. 9%. Largely due to the timing of dispositions we decreasing our disposition guidance for 2018 from approximately $200 million to approximately $150 million. In September, we increased the dividend for the 98th time in our company's history.

Our current annualized dividend represents a 4% increase over the year-ago period. We have increased our dividend every year since the company's listing in 1994, growing the dividend at a compound average annual rate of 4.6%. We are proud to be one of only five REITs in the S&P high-yield dividend Aristocrats index.

To wrap it up we are pleased with the current state of the company and remain excited about our prospects moving forward. Our real estate portfolio, acquisitions pipeline and balance sheet remained healthy contributing to a favorable risk-adjusted earnings growth for our shareholders.

At this time, I'd like to open it up for questions. Operator?

Questions and Answers:

Operator

(Operator Instructions) And we'll go first to Christy McElroy with Citi.

Katy McConnell -- Citi -- Analyst

This is Katy McConnell, on with Christy. Wondering if you could provide some color on any additional acquisitions and process that are under contract currently just to get a better sense for timing -- end of the year. And based on opportunities you're seeing in the market today, what do you expect the similar pace of acquisitions in 2019?

Sumit Roy -- President and COO

So, as we've always indicated acquisitions are very, very difficult to forecast year out. What I can share with you that in the fourth quarter we have a very healthy pipeline. We feel very confident about meeting our $1.75 billion guidance, we will probably exceed by a bit. But at this point we talked about what we are planning on doing in 2019 will be premature.

Katy McConnell -- Citi -- Analyst

Okay. Great. And then just one quick follow-up on the dispositions during the quarter. Was there anything in particular that drove that cap rate a bit higher this quarter? And what should we expect as far as pricing for remaining asset sales in the balance of the year?

Sumit Roy -- President and COO

No. The cap rates are largely driven by the types of assets that are being sold. We did reduce our guidance from $200 billion to $150 billion and that was largely being driven by timing and some opportunistic sales that we pulled from the market. So, we feel like our IRR should be right around 8% which we have historically achieved and should be able to get to $150 million in sales by the end of the year.

Katy McConnell -- Citi -- Analyst

Okay. Great. Thank you.

Operator

Next we'll go to Karin Ford with MUFG Securities.

Karin Ford -- MUFG Securities -- Analyst

Hi, good morning, out there. Sumit, congratulations on the new role. The company's last two press releases both mentioned that you'd be working with the board to evolve the company's strategy. Can you elaborate what that evolution might entail? And could we seeing investments in new asset classes? Or change in the way management looks to create value for shareholders?

Sumit Roy -- President and COO

Thank you for your question, Karin. What I would want to emphasize is that we'll continue to executive on our current strategy as we believe the markets remains very strong for the product that we are pursuing, and that was quite evident in the results that we achieved year-to-date as well as in the third quarter. The team that we have in place here has largely bring together for the last five years and and was the architect and device the current strategy that we have in place that we've been executing quite successfully.

Having said that, we are always looking for new avenues to grow. Four or five years ago six years ago we entered into the industrial market, right along then we also explored agriculture and ended up making an investment in Napa Valley. So, to look at new avenues of growth is something that we are constantly doing and we'll continue to do so. But having said that we believe there's enough runway in our current strategy and we feel very confident of meeting growth rates on our risk-adjusted basis that will be viewed as appropriate for this company.

Karin Ford -- MUFG Securities -- Analyst

Thanks for that. My second question is regarding investments. You've had a lot of success this year with corporate sale leasebacks. Do you think that could continue into next year? Or do you expect the changing lease accounting rules might reduce demand for those deals?

Sumit Roy -- President and COO

The changes in the lease rules have not impacted our discussions with our relationship tenants. In fact, if anything and we've spoken about this in the past the viable market for sale leaseback continues to grow and continues to grow with tenants that traditionally wouldn't engage in those conversations. So, our take on our pipeline for 2019 the current discussions that we are having with our existing relationships and some new relationships lead us to believe that the lease changes will have a very -- will have no impact and the market the viable market for sale leaseback will continue to grow.

Operator

And our next question will come from Vikram Malhotra with Morgan Stanley.

Vikram Malhotra -- Morgan Stanley -- Analyst

Thanks for taking the question. Sumit, the last time you had very attractive cost of capital maybe one year, two years ago you chose to buy higher quality. There's a lot of drug stores, food tech exposure in certain areas. So just wondering now you're sitting here relative you have a very good cost of capital to maybe other REIT asset classes. What do you plan to do with that maybe similar and maybe different?

Sumit Roy -- President and COO

Well, what we hope to believe is that the higher cost the lower cost of capital that was afforded to us was a function of the strategy that we had implemented. And what we had highlighted to the market as the types of retail products and industrial products that we were most interested in. And the fact that we've continued to be quite successful and once again find ourselves with a very low cost of capital.

On a relative basis we've always had a low cost of capital, and if you look at what's happened over the last three to four years the cost of equity for us has been on a relative basis among the lowest. Now with these two upgrades the cost of debt has become even lower than most of our peers. So, on a blended basis we've always have the advantage of having a very low cost of capital. I don't think if that necessarily comes into the calculus in terms of defining what a strategy needs to be.

We want to be very true to anything, we believe we have a strategy in place that allows us to create a balance sheet and a portfolio that can do very well regardless of what the economic conditions are. And we're going to continue to do that. And the fact that we have a very low cost of capital today I don't think necessarily is going to change the strategy that we have in place. And some of the other avenues that we are continuing to explore given where -- given what we find in the cost of capital.

Vikram Malhotra -- Morgan Stanley -- Analyst

Okay. And then just second question I know we've talked over the last couple of weeks on this. And I think everyone just trying to get a better sense of how the -- this change occurred, how it was thought about. It seemed a bit sudden in terms of John's departure. So, I'm just wondering if you could give us some sense of how this was being contemplated? Any more thoughts on the discussions? And maybe just to build-off of one of the -- one of the earlier questions on, I know you'd said nothing too different, but maybe what would you be doing incremental from here?

Sumit Roy -- President and COO

So to answer the question around the suddenness this was a decision that the board and John mutually agreed upon these are discussions that often times happens, when you think about is there a good time for a change and see you that never really is. And, but the board and John mutually agreed to part ways, the board may leave that making the transition now is in the best interest of the company and its shareholders. And given the depth and strength of our management team it was believed that doing it now versus down the road was the right decision.

The speed question that you raised Vikram, I've said that a two schools are part on that one which is the more traditional route where you had typically have a three to six months transition period. And that works in a situation where the incoming CEO may not be immediately ready to take on the reign. But in this case both the board and John concurred that I was ready to take on the reign and incorporating a transition period would have just delayed the inevitable. So, from what's transpired I think that should pretty much address how things have come about. In terms of what I'm going to do it differently -- the advantage that I've had is -- I've worked with this team and have been part of this team for the last seven years. And this team by and large has been intact for all of that time.

I've been along with the team very much part and parcel of defining the strategy and then executing on the strategy. So, there's a sense of continuity that we continue to have and that is going to board well. So, if you're looking to see for any dramatic changes in terms of how we're going to conduct business, et cetera, I don't believe you're going to see that. So, it's business as usual.

And what I might do slightly differently is be on the road a little bit more be a bit more visible in terms of meeting shareholders, et cetera. And in terms of internally and I think I have mentioned this in some individual conversations is have a flatter organizational structure where my connectivity with my direct reports i.e., all the EVPs in the company is going to be just have one degree of separation. So, those are very minor changes, but that's more in line with how I would like to run the company. But in terms of strategy, et cetera, it's business as usual.

Operator

And next we'll go to Todd Stender with Wells Fargo.

Todd Stender -- Wells Fargo -- Analyst

Hi, Sumit congratulations on the promotion.

Sumit Roy -- President and COO

Thank you, Todd.

Todd Stender -- Wells Fargo -- Analyst

When you look at the 7-Eleven acquired in the quarter, were these sale-leasebacks? And can you describe the lease terms, if there's a rent escalator, rent coverage just some of the specifics? Thank you.

Sumit Roy -- President and COO

Sure. Yes these are all sale leasebacks. I sort of alluded to the fact that we get very good pricing. I would go as far as to say that the pricing that we get on sale-leaseback that we're doing directly with 7-Eleven is in the tune of around 75 basis points to 50 basis points higher than what you would get in the one-off market. They are 16 year average lease terms and they have 7.5% growth every five.

Todd Stender -- Wells Fargo -- Analyst

Okay. Thank you. And then Paul, just looking at the balance sheet, your line balance was getting up close to $800 million to just at the end of Q2. But those on the $2 billion line and that used to be a big number, but relative to the size of the company maybe not so. But on $3 billion line, could we see that balance grow even higher, it may

look, on an absolute basis, large, but maybe on a comparable basis, not so much. But how big could the line balance for you guys get?

Paul Meurer -- Chief Finance Officer & Treasurer

So, I think that's fair to consider from an overall risk management standpoint and variable rate debt exposure either relative to our peers and/or how we view the balance sheet. Keep in mind the larger line was more a function of giving us the liquidity and flexibility on the acquisition front that we thought was appropriate as opposed to trying to foreshadow any change in balance sheet philosophy. Relative to the current balance on the line, I'll remind everyone that we closed on a $250 million term loan just a week or week or so ago which then immediately was applied to that line that was a funded term loan. And in addition we have some property sales activity in the fourth quarter.

So, from a funding standpoint the line balance will not be very large it's currently as of a week ago it was under $600 million after that term loan repayment. And we are not in a position where we need to access capital for any particular reason, because our leverage metrics are very good as well. But all forms of it are available to us and we'll be taking a look at all forms of it on a go-forward basis, but we're not in a position right now where we have any immediate funding needs.

Operator

And we'll go next to Collin Mings with Raymond James.

Collin Mings -- Raymond James -- Analyst

Thanks and congratulations, Sumit.

Sumit Roy -- President and COO

Thanks, Collin.

Collin Mings -- Raymond James -- Analyst

Just first question for me, just going back to Karin's question actually. As your platform continues to grow, just maybe how are you currently thinking about international opportunities specifically?

Sumit Roy -- President and COO

We don't have immediate plans to go international, but like I've said all avenues are on the table and we continue to look at avenues of growth of which to ignore international would be -- wouldn't be correct. But we don't have any immediate plans to go international. And like I've said Collin, we believe we have enough runway in executing our current strategy that gives us comfort that any one of these new avenues that we come up with we'll have time to test it, make sure that this is something that fits our overall strategy of conservatism and risk-adjusted growth rates. And at the appropriate time we'll be ready to speak with the market about it, but no immediate plans.

Collin Mings -- Raymond James -- Analyst

Okay. And then on -- as far as the 7-Eleven, you touched on the cap rate differential between what you think the pricing would be on the one-off market versus, again, being a portfolio. Like you suggested, maybe 75 basis point, 50 basis points. Just maybe making a little bit broader picture here, how are you thinking about the portfolio premium or discount in the marketplace right now and at maybe what threshold of -- in terms of deal size do you start to see that really take effect?

Sumit Roy -- President and COO

Look over 80% of what we did was sale-leasebacks this particular quarter, and what we are finding is with these large institutional tenants that we have very deep relationships with they are very open to having discussions around adjusting cap rates to accommodate the changing cap rate environment and that accrues to our favor. The fact that we've been able to do north of $1 billion or 7-Elevens in the last two years and get cap rates that are off of the -- the one-off market to the tune of 75 basis points speaks to that point. So, we feel like that there are discounts that we get by entering into these portfolio transactions especially with sophisticated institutional tenants.

Operator

And we'll go next to John Massocca with Ladenburg Thalmann.

John Massocca -- Ladenburg Thalmann -- Analyst

Good afternoon, and first off congratulations Sumit on the new role.

John Case -- Chief Executive Officer

Thank you, John.

John Massocca -- Ladenburg Thalmann -- Analyst

So, are there any other tenant industries that particularly dominated this quarter's acquisition activity? I know with the 7-Eleven obviously C-stores would be one of them, but anything outside of that?

Sumit Roy -- President and COO

There were C-stores and restaurants, those were the two dominant areas of industries.

John Massocca -- Ladenburg Thalmann -- Analyst

Excuse my second question here. Were those casual dining or QSR?

Sumit Roy -- President and COO

Casual dining.

John Massocca -- Ladenburg Thalmann -- Analyst

Okay. And then does the current strategy leave open the potential for M&A activity especially given the strong cost of capital? Or are you really still primarily focused on what you've done in the last couple of quarters in terms of larger sale-leaseback transactions and given how strong that market had been for you guys?

Sumit Roy -- President and COO

Yeah, look -- we control the discussion around the sale-leaseback market. These are organic acquisitions that have served us very well over the last few years M&A is something that we don't count on. And that's not to say that we are reverse of doing M&A transactions, this company has had a history of having done some of those, but that is not something that we control and we don't count on that. We are very happy with the run way that we have executing our current strategy and the numbers speak for themselves. So, John, if you're asking -- this is something that we are aggressively going to start pursuing then the answer is no, but we're not reverse to M&A either.

Operator

Next we'll go to Christy McElroy with Citi.

Michael Bilerman -- Citi -- Analyst

Hi, it's Michael Bilerman, here with Christy. So the question is just regarding the CEO transition. So did John get a bonus for 2018 or accrued bonus relative to his comp level?

Sumit Roy -- President and COO

The severance was largely negotiated Michael, and it was in line with his -- his the agreements that were in place as well as his employment agreement. So, the 28 approximately 28 million that we have listed was pretty much in line with his employment agreement and the agreements around his cash stock awards.

Christy McElroy -- Citi -- Analyst

Right. I mean if you read the proxy it was generally in line with that. But we're sitting here in November -- effectively not made it from the timing perspective, why would he agree to forgo $10 million of bonus if he work to basically into January 1 of next year? I don't know many people that would give up 10 -- it could have rolled into next year then decided to do it?

Sumit Roy -- President and COO

No, the fact that we, I think the highlighted the fact that $9 million of it had already been accrued. So, you can pretty much assume that what had been accrued for this year was part of the $28 million that was paid out. So, I don't believe it's accurate for you to assume that his prorata share he had to forgo that.

Operator

And this does conclude the question-and-answer portion of Realty Income's conference call. I will now turn the call over to Sumit Roy for concluding remarks.

John Case -- Chief Executive Officer

Thank you, Caroline. And thanks everyone for joining us today. We look forward to speaking with you all at NAREIT conference next week. Thank you.

Operator

That will conclude today's conference call. Thank you everyone. You may now disconnect.

Duration: 60 minutes

Call participants:

Janeen Bedard -- Senior Vice President

Sumit Roy -- President and COO

Paul Meurer -- Chief Finance Officer & Treasurer

Katy McConnell -- Citi -- Analyst

Karin Ford -- MUFG Securities -- Analyst

Vikram Malhotra -- Morgan Stanley -- Analyst

Todd Stender -- Wells Fargo -- Analyst

Collin Mings -- Raymond James -- Analyst

John Massocca -- Ladenburg Thalmann -- Analyst

John Case -- Chief Executive Officer

Michael Bilerman -- Citi -- Analyst

Christy McElroy -- Citi -- Analyst

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