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Edited Transcript of O earnings conference call or presentation 6-Aug-19 6:30pm GMT

Q2 2019 Realty Income Corp Earnings Call

Escondido Sep 12, 2019 (Thomson StreetEvents) -- Edited Transcript of Realty Income Corp earnings conference call or presentation Tuesday, August 6, 2019 at 6:30:00pm GMT

TEXT version of Transcript

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Corporate Participants

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* Andrew Crum

Realty Income Corporation - Senior Associate of Corporate Strategy

* Paul M. Meurer

Realty Income Corporation - Executive VP, CFO & Treasurer

* Sumit Roy

Realty Income Corporation - President, CEO & Director

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Conference Call Participants

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* Brian Michael Hawthorne

RBC Capital Markets, LLC, Research Division - Associate

* Caitlin Burrows

Goldman Sachs Group Inc., Research Division - Research Analyst

* Christopher Ronald Lucas

Capital One Securities, Inc., Research Division - Senior VP & Lead Equity Research Analyst

* Greg Michael McGinniss

Scotiabank Global Banking and Markets, Research Division - Analyst

* John James Massocca

Ladenburg Thalmann & Co. Inc., Research Division - Associate

* Kathleen McConnell

Citigroup Inc, Research Division - Research Analyst

* Kevin Rich Egan

Morgan Stanley, Research Division - Research Associate

* Robert Chapman Stevenson

Janney Montgomery Scott LLC, Research Division - MD, Head of Real Estate Research & Senior Research Analyst

* Todd Jakobsen Stender

Wells Fargo Securities, LLC, Research Division - Director & Senior Analyst

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Presentation

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Operator [1]

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Good day, and welcome to the Realty Income Second Quarter 2019 Operating Results Conference Call. Today's conference will be recorded.

And at this time, I would now like to turn today's call over to Mr. Andrew Crum, Senior Associate, Realty Income. Sir, please go ahead.

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Andrew Crum, Realty Income Corporation - Senior Associate of Corporate Strategy [2]

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Thank you all for joining us today for Realty Income's Second Quarter 2019 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'll make certain statements that may be considered to be forward-looking statements under federal securities law. The company's actual future results may differ significantly from the matters discussed in any forward-looking statements. We will disclose in greater detail the factors that may cause such differences in the company's Form 10-Q. (Operator Instructions)

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

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Sumit Roy, Realty Income Corporation - President, CEO & Director [3]

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Thanks, Andrew. Welcome, everyone. We are pleased to complete another solid quarter and a very solid first half of 2019. During the quarter, we invested approximately $1.1 billion in high-quality real estate at investment spreads well above our historical average, which brings us to $1.6 billion invested during the first half of the year.

Of the $1.1 billion invested during the quarter, $549 million or approximately GBP 434 million was invested in the United Kingdom through a sale-leaseback transaction with Sainsbury's. We plan to continue to grow our international platform as we are well positioned to capitalize on a significant addressable market in the U.K. and mainland Europe.

Given our portable size, scale and cost of capital advantages, we believe we have a unique ability to execute sizable portfolio transactions with best-in-class operators. We look forward to further developing relationships with other industry leaders, like Sainsbury's, as we expand our international platform.

To finance our robust investment activity, we raised $1.9 billion of attractively priced capital during the quarter, including $1 billion of equity. We enter the second half of 2019 very well positioned, with virtually full availability on our $3 billion line and a debt-to-EBITDA ratio of 5.4x.

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 quarter end, our properties were leased to 265 commercial tenants in 49 different industries located in 49 states, Puerto Rico and the U.K.

82.5% of our rental revenue is from our traditional retail properties. The largest component outside of retail is industrial properties at nearly 12% of rental revenue. Walgreens remains our largest tenant at 5.8% of rental revenue. Convenience store remains our largest industry at 11.9% of rental revenue.

Within our overall retail portfolio, approximately 95% of our rent comes from tenants with a service, nondiscretionary 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 environments. These factors have been particularly relevant in today's retail climate, where the vast majority of recent U.S. retail bankruptcies have been in industries that do not possess these characteristics.

We continue to feel good about the credit quality in the portfolio, with approximately half of our annualized rental revenue generated from investment-grade-rated tenants. The weighted average rent coverage ratio for our retail properties is 2.8x on a 4-wall basis, while the median is 2.6x. Our watch list at 1.65% of rent is relatively consistent with our levels of the last few years.

Occupancy based on the number of properties was 98.3%, flat versus the prior quarter. We continue to expect occupancy to be approximately 98% in 2019.

During the quarter, we re-leased 86 properties, recapturing 100.4% of the expiring rent. During the first half of 2019, we re-leased 157 properties, recapturing 102.2% of the expiring rent. Since our listing in 1994, we have re-leased or sold over 3,000 properties with leases expiring, recapturing over 100% of rent on those properties that were re-leased.

Our same-store rental revenue increased 1.4% during the quarter and 1.5% for the first half of the year. Our projected run rate for 2019 continues to be approximately 1%. Approximately 86% of our leases have contractual rent increases.

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

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Paul M. Meurer, Realty Income Corporation - Executive VP, CFO & Treasurer [4]

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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 expense as a percentage of revenue, excluding reimbursements, was 5.3% for the quarter and 4.9% year-to-date, both of which were below comparable year ago periods. Consistent with prior years, G&A tends to be slightly higher in the first half of the year due to the timing of stock vesting and costs associated with our annual meeting and proxy. We continue to have the lowest G&A ratio in the net lease REIT sector and expect our G&A margin to remain below 5% in 2019.

Our non-reimbursable property expenses as a percentage of revenue, excluding reimbursements, was 1.4% for the quarter and 1.3% year-to-date, which is better than our full year expectation in the 1.5% to 1.75% range. Adjusted funds from operations, or AFFO, or the actual cash we have available for distribution as dividends, was $0.82 per share for the quarter, which represents a 2.5% increase.

Briefly turning to the balance sheet. We've continued to maintain our conservative capital structure, and we remain one of only a few REITs with at least two A ratings.

As Sumit mentioned, during the second quarter, we raised approximately $1.9 billion of favorably priced long-term capital to fund our acquisition activity. In May, we issued GBP 315 million of sterling-denominated 15-year senior unsecured notes via private placement at a yield of 2.73%. Proceeds from the offering allowed us to partially finance the acquisition of the Sainsbury's portfolio in the U.K.

We were pleased with the pricing and the high-quality order book for our first-ever private offering, and we very much appreciate the support of the investors who participated. The sterling-denominated offering allowed us to finance the Sainsbury's transaction with a natural currency hedge while taking advantage of low interest rates abroad.

In June, we issued $500 million of 10-year senior unsecured notes at a yield of 3.33%. The offering allowed us to term out borrowings on our revolving credit facility, and the bonds fit nicely in our debt maturity schedule as we have no other maturities in 2029.

During the second quarter, we issued approximately $1 billion of common equity through a combination of overnight and ATM offerings. And thus, we finished the quarter with a debt-to-EBITDA ratio of 5.4x and virtually full availability of our $3 billion revolver. Our fixed charge coverage remains healthy at 4.4x, and the weighted average maturity of our bonds is approximately 8.8 years, which closely tracks our weighted average remaining lease term.

Our overall debt maturity schedule remains in excellent shape, with only $18 million of debt coming due the remainder of this year. And our maturity schedule is well laddered thereafter with just over $300 million of debt maturing in both 2020 and 2021.

So in summary, our balance sheet is in great shape. We continue to have low leverage, strong coverage metrics and excellent liquidity.

And now let me turn the call back over to Sumit.

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Sumit Roy, Realty Income Corporation - President, CEO & Director [5]

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Thanks, Paul. During the second quarter of 2019, we invested approximately $1.1 billion in 102 properties located in 28 states and the United Kingdom at an average initial cash cap rate of 6.1% and with a weighted average lease term of 14.8 years. On a total revenue basis, approximately 12% of total acquisitions are from investment-grade tenants. 99% of the revenues are generated from retail. These assets are leased to 23 different tenants in 15 industries. Some of the more significant industries represented are U.K. grocery stores, theaters and automotive services.

We closed 20 discrete transactions in the second quarter, and approximately 86% of second quarter investment volume was sale-leaseback transactions. Of the $1.1 billion invested during the quarter, $546 million was invested domestically in 90 properties at an average initial cash cap rate of 6.9% and with a weighted average lease term of 14.9 years.

International investments during the quarter were $549 million or approximately GBP 434 million in 12 properties at an average initial cash cap rate of 5.3% and with a weighted average lease term of 14.8 years. All 12 international properties are leased to Sainsbury's, a top grocer in the U.K.

Year-to-date 2019, we invested $1.6 billion in 199 properties, located in 34 states and the United Kingdom at an average initial cash cap rate of 6.3% and with a weighted average lease term of 15.6 years. On a revenue basis, 18% of total acquisitions are from investment-grade tenants. 99% of the revenues are generated from retail and 1% are from industrial.

Of the 45 independent transactions closed year-to-date, 4 transactions were above $50 million. Approximately 74% of our year-to-date investment volume was sale-leaseback transactions. Of the $1.6 billion invested year-to-date, nearly $1.1 billion was invested domestically in 187 properties at an average initial cash cap rate of 6.8% and with a weighted average lease term of 15.9 years.

Transaction flow continues to remain healthy as we sourced approximately $19.1 billion in the second quarter. Investment-grade opportunities represented 29% of the volume sourced for the second quarter. Of the opportunities sourced during the second quarter, 34% were portfolios and 66% or approximately $12.6 billion were one-off assets.

Of the $19.1 billion sourced during the quarter, $15.9 billion were domestic opportunities and $3.2 billion were international opportunities. Year-to-date 2019, we have sourced approximately $30.8 billion in potential transactions. Of these opportunities, 41% of the volume sourced were portfolios and 59% or approximately $18 billion were one-off assets. Of the $1.1 billion in total acquisitions closed in the second quarter, 13% of the volume were one-off transactions.

As to pricing, cap rates in the U.S. were essentially unchanged in the second quarter. Investment-grade properties are trading from around 5% to high 6% cap rate range and noninvestment-grade properties are trading from high 5% to low 8% cap rate range.

Regarding cap rates in the United Kingdom for the types of assets we are targeting, investment-grade or implied investment-grade properties are trading from the low 4% to mid-5% cap rate range. Noninvestment-grade properties are trading from 5% to low 7% cap rate range.

Our investment spreads relative to our weighted average cost of capital were healthy during the quarter, averaging approximately 290 basis points for domestic investments and 209 basis points for international investments, both of which were well above our historical average spreads. We define investment spreads as initial cash yield less a nominal first year weighted average cost of capital.

Our investment pipeline remains robust, and we remain the only publicly traded net lease company that has the size, scale and cost of capital to pursue large corporate sale-leaseback transactions on a negotiated basis. Based on our robust investment pipeline, we continue to expect 2019 acquisition guidance of $2 billion to $2.5 billion.

Our disposition program remains active. During the quarter, we sold 18 properties for net proceeds of $28.6 million at a net cash cap rate of 7.9% and realized an unlevered IRR of 7.9%. This brings us to 36 properties sold year-to-date for $50 million at a net cash cap rate of 8.6% and realized an unlevered IRR of 6.8%.

We continue to improve the quality of our portfolio through the sale of nonstrategic assets, recycling the sale proceeds into properties that better fit our investment parameters. We anticipate between $75 million and $100 million of dispositions in 2019.

In June, we increased the dividend for the 102nd time in our company's history. Our current annualized dividend represents an approximately 3% increase over the year ago period, and equates to a payout ratio of 82.2% based on the midpoint of 2019 AFFO guidance.

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 1 of only 5 REITs in the S&P High Yield Dividend Aristocrats Index.

To wrap it up, we completed another strong quarter. Our portfolio continues to perform well. Our investment pipeline remains strong, and we are well positioned to pursue new opportunities for growth, both domestically and internationally.

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

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Questions and Answers

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Operator [1]

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(Operator Instructions) Looks like our first question will come from Nick Yulico with Scotiabank.

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Greg Michael McGinniss, Scotiabank Global Banking and Markets, Research Division - Analyst [2]

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This is Greg McGinniss on for Nick. Sumit, based on some prior commentary, it seemed like acquisition -- an acquisition guidance [range] was possibly on the table for this year. How are you thinking about acquisition range today? Has the environment -- investment environment become more competitive with lower interest rates? And any color would be appreciated there.

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Sumit Roy, Realty Income Corporation - President, CEO & Director [3]

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Sure. As of today, we have obviously reaffirmed our acquisition guidance. If you look at the sourcing we've done year-to-date, it is at historical levels, especially if you just focus on the domestic side. We've done $27 billion of domestic sourcing, and it's through the end of June, which on a run-rate basis, is going to be far beyond the high $30 [million] that we have sourced historically.

Yes, the market is competitive, but the cost of capital allows us to continue to win our share of deals, and we feel very comfortable about the pipeline that we have to date and about the guidance range that we have shared with you.

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Greg Michael McGinniss, Scotiabank Global Banking and Markets, Research Division - Analyst [4]

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Okay. And just following up on some other guidance items. Paul, as you noted with your opening comments, property expenses have been lower than the full year range. On the opposite side, same-store rent growth have been higher. Should we take that to mean that there's going to be some slowdown in the back half of the year? Or how should we interpret first half results versus full year guidance?

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Paul M. Meurer, Realty Income Corporation - Executive VP, CFO & Treasurer [5]

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No. I think both of those are running favorably. And we would probably lean towards both of those doing well the remainder of the year, but not such that we thought it was prudent to make a specific change in that guidance at this time. But I certainly wouldn't think of a downturn in either of those areas to normalize back to where our guidance is.

We've been pleased with the same-store rent growth this year, partly related to just the timing of some contractual rent bumps this year. But in addition, with property expenses running lower, we suspect both of those trends will continue through the remainder of the year.

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Operator [6]

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Our next question will be from Christy McElroy with Citi.

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Kathleen McConnell, Citigroup Inc, Research Division - Research Analyst [7]

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This is Katy McConnell on for Christy. Can you provide some color on the types of international deals that you're looking at or underwriting today? And how are you thinking about the rest of the years as far as the mix between deals that you could potentially do in the U.S. versus abroad?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [8]

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The vast majority of the deals that we are going to be doing will be U.S.-focused, and I touched -- to the previous person, I'd answered the question with regards to why we feel so optimistic about the deal flow here in the U.S. It's -- it has been at historical levels.

With respect to the U.K., we continue to see transactions, and the volume that we have seen has exceeded our original underwriting. I'm not in a position today to tell you precisely the transactions we are going to be getting over the finish line. But suffice it to say that it wouldn't be out of the realm of possibility to do a few more transactions in the U.K.

Our goal when we first did the Sainsbury sale leaseback was to establish our footprint in the U.K. to make sure that we had our processes in place. And having closed this transaction, closed the books in the second quarter with the financials, we feel very good about where we stand today. And the 3 -- north of $3 billion that we sourced in the U.K., like I said, was above expectations.

So the high end of our range is right around $2.5 billion. That's $900 million delta from where we are today. I would say the vast majority will still be U.S.-focused, but some of it will certainly be from the U.K.

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Operator [9]

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Our next question will be from Vikram Malhotra with Morgan Stanley.

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Kevin Rich Egan, Morgan Stanley, Research Division - Research Associate [10]

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This is Kevin on for Vikram. Just a quick question for me. I know in the original underwriting of the Sainsbury transaction, I believe it was $1.30 what was going to be represented to be a British pound. I know now it's about $1.22. I know the vast majority, I believe, 85% is hedged. But in terms of the remaining 15%, is there anything there that we should be thinking about?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [11]

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No. Because if you recall, the way we structured the transaction, the entire principal balance was 100% hedged, and 85% of the cash flows that we are generating on an annual basis is also hedged. And keep in mind that of the financing, only 30% of the financing was equity-based. We financed 70% of the transaction using domestic GBP-denominated debt.

So we feel very comfortable that the volatility that you see in the currency market has next to, not 0, but very, very limited impact on our cash flow statement. And the 15% that remains unhedged, we are going to continue to keep it in the U.K. And you heard my previous answer, we are seeing plenty of deal flow to be able to invest -- reinvest those proceeds. So the volatility is going to have very little impact and 0 cash flow impact.

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Kevin Rich Egan, Morgan Stanley, Research Division - Research Associate [12]

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Okay. So is it safe to assume then that the remaining 15% is not hedged? So basically, you just -- it's not repatriated and this remains in the U.K. And then is that going to be your strategy going forward you think?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [13]

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Absolutely. That is absolutely going to be our strategy going forward.

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Kevin Rich Egan, Morgan Stanley, Research Division - Research Associate [14]

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Okay. And then just one last for me. I noticed there was a slight uptick in impairment. I think it was impairment charge of about $13 million. Can you give us any color around what that was about?

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Paul M. Meurer, Realty Income Corporation - Executive VP, CFO & Treasurer [15]

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Yes. You'll see a few more impairments when you think about how much larger our company has gotten, size of company, size of the asset base, et cetera. So you'll have a little bit larger number there. But it's also related to what I would describe as more aggressive asset management approach on our part to work through assets much more quickly to the extent that we don't see a re-leasable opportunity or an opportunity for redevelopment that we will sell something a little quicker maybe than we would in the past and redeploy that capital, so kind of along those lines. Obviously, it's a noncash impact to the company.

And just one statistic to kind of give it some materiality context and since 2012, it's only represented about 0.1% of our gross book value. So it's really not a significant issue for us.

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Operator [16]

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Our next question will be from Rob Stevenson with Janney Capital.

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Robert Chapman Stevenson, Janney Montgomery Scott LLC, Research Division - MD, Head of Real Estate Research & Senior Research Analyst [17]

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Given the robust pricing on several industrial deals over the last few months and the amount of capital chasing those deals, have you guys thought about selling either part or all the industrial portfolio and redeploying that capital into higher-yielding retail assets given where your yields are on domestic retail?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [18]

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Rob, we decided to go down this path of diversifying across asset types in 2010. It has held us in very good stead despite some of the higher cap rates you have on the retail side. I can tell you that some of the opportunities that we've been able to uncover on the industrial side has created tremendous value for the company and in fact, a lot of which you see coming through what our asset management team has currently been doing.

So our long term -- and we believe that the long-term value creation is not necessarily going to be driven by trying to time markets and maximize IRRs. We believe we can maximize IRRs playing the long game. And as long as we hold the right industrial assets with the right tenants and the right markets, we will create similar, if not, superior value for the company. So yes, we could sell our entire industrial portfolio at incredibly aggressive cap rates, but that is not really our business strategy.

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Robert Chapman Stevenson, Janney Montgomery Scott LLC, Research Division - MD, Head of Real Estate Research & Senior Research Analyst [19]

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Okay. And then looking to Europe, I mean how much of what you're looking at today and tomorrow are going to wind up being office industrial versus traditional retail? And are you guys going to need to tick up head count over there and tick up G&A to accomplish what you want to get to?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [20]

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I'll answer the last bit first. My focus has been to bring down our G&A from the run rate that you have seen in the company over the last couple of years, which has been right around 5%. And our goal for 2019 is to make sure that it is below 5%. So regardless of what we do in terms of being able to rightsize the team in the U.K. to help manage U.K. and the rest of Europe, that is not going to change. That objective for the company will not change.

You're absolutely right that we are in the process of building out the team in the U.K. I think I've already spoken about having one of our acquisition team members, a senior acquisition team member, move to the U.K. to basically seed the office there. And we are in the process of supplementing that team with one additional person.

That's going to be the scope initially. And the rest of the servicing, such as on the accounting side, et cetera, we felt like an outsourced model, at least today, is far better and more cost-effective a strategy than to sort of bring that in-house.

But the goal is there's going to be an inflection point, and that is going to be dictated by the assets that we continue to buy and the portfolio that we build. And where it makes sense, we will bring those functions in-house. But the goal is not to do that day 1. It's to do it over time and let the portfolio dictate when that's going to occur.

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Robert Chapman Stevenson, Janney Montgomery Scott LLC, Research Division - MD, Head of Real Estate Research & Senior Research Analyst [21]

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Okay. And then the question about mix in terms of Europe, in terms of retail versus office industrial. Are you targeting office industrial over there now?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [22]

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Yes. Sorry, it's old age, forgetting parts of questions. Look, we've always said that we are predominantly a retail-oriented company, and we love the industrial product, long-term leases with tenants that we want to do business with. Those are primarily going to be the 2 asset types that we are going to continue to pursue.

I'm not going to say no office. But office we have stated very clearly and unequivocally that here in the U.S., investing in office has not been a core strategy of ours. And in fact, over time, our portfolio of office assets has dwindled. And so I don't believe that, that will change just because the geography has changed.

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Operator [23]

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Our next question will come from Brian Hawthorne with RBC Capital Markets.

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Brian Michael Hawthorne, RBC Capital Markets, LLC, Research Division - Associate [24]

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How does the volatile currency fluctuations impact your ability to make acquisitions? Is there a certain level that starts either slow or help you guys out?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [25]

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Well, the trend that it's going, it certainly helps us. The pound continues to depreciate vis-à-vis the dollar, and the value creation opportunities just continues to accrue to us. The question is, what's the long game? But today, as long as your view on the tail risk of Brexit is not draconian and some of that gets mitigated by where you invest, i.e., nondiscretionary operators, then I think -- and this is our house view, that it is a very propitious environment for us to continue to invest and create tremendous value for our shareholders.

So the current environment actually is unfortunately -- it's tough to say that, but from an [industry] perspective, it's the right environment for us to be investing in because we do have unprecedented spreads that we can sort of realize for our investments.

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Operator [26]

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Our next question will be from John Massocca with Ladenburg Thalmann.

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John James Massocca, Ladenburg Thalmann & Co. Inc., Research Division - Associate [27]

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Were all of the $3.2 billion of international transactions sourced in the quarter in the U.K.? Or were any of the transactions in Western Europe?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [28]

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Yes. Predominately the U.K. There was one transaction we saw in Spain, but the vast majority of that $3.2 billion was U.K.

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John James Massocca, Ladenburg Thalmann & Co. Inc., Research Division - Associate [29]

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Okay. And then could you maybe provide some color on the increased exposure to the theater industry and Regal in particular? And if it was one individual transaction, what was the rough size of the transaction? And what kind of maybe was the impact that had on your reported domestic acquisition cap rate?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [30]

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Well, I'll answer that last piece first. By and large, theater transactions occur in the low to mid-7% cap rate range. So you can assume comfortably that this particular sale leaseback that we did was in that range.

So this was a sale leaseback that Cineworld ran, and we were very comfortable with the 17 assets that we looked at. We looked at their profitability per screen, their sales per screen. We looked at the demos, and this was right down the fairway for us in terms of what are the qualities that we look for in theater assets. And so the size of this was roughly $280 million, $290 million.

And like I said, these are precisely the type of assets that we would have gone out and picked up on a one-off basis. But having it delivered to us as a portfolio by Cineworld was something that we really liked. And we felt like it was priced appropriately, and we were very happy with the transaction.

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Operator [31]

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Our next question will be from Todd Stender with Wells Fargo.

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Todd Jakobsen Stender, Wells Fargo Securities, LLC, Research Division - Director & Senior Analyst [32]

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And just to stay on the Regal, any specifics on the lease, maybe the term? And then any annual escalators tucked in there?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [33]

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Yes. I believe these were 15-year leases. We had annual escalators. We don't want to make it a precedent to talk -- talk about specific transactions, but you can assume that the cash flow coverages were north of where we typically see these assets. These were 15-year leases with annual growth. And on pretty much all of the metrics that you would want to measure theaters, this was either at or superseding our hurdle rate. And so right down the fairway really.

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Todd Jakobsen Stender, Wells Fargo Securities, LLC, Research Division - Director & Senior Analyst [34]

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Okay. Pretty clean. And then Paul, you did the debut offering, I guess, the private placement on the U.K. at 15 years, but you got the A rating here. Is -- to do the private placement, is that what you do first? Is there an order of operations? And then the next offering is the public bond. You just have to grease the wheels, so to speak, with investors over there? What would be teed up next?

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Paul M. Meurer, Realty Income Corporation - Executive VP, CFO & Treasurer [35]

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Yes. I mean not necessarily. So what we did was we wanted to create a natural currency hedge. So we wanted to do predominantly debt financing for that purpose. And we looked at all the alternatives, whether that be a public bond offering, a private placement offering, mortgage debt. And the private placement offering was the one that was most favorable in terms of the depth of that market, the size of what we could do, the flexibility with the maturity and then of course, the pricing was excellent.

And what was fascinating was it was really the same investors that we know real, real well. U.S. life insurance companies that we have a terrific relationship with on the unsecured public bond side here in the U.S. and essentially, we were talking to those same shops. So we were kind of an approved credit with them. They were, again, quite amenable to a maturity length that we wanted, which was the 15 year. We wanted to do that to match more so the lease length, of course. And the depth of that market, we uncovered, is quite significant.

Longer term, could we consider a public bond offering there entering that market in that fashion? That certainly feels like something we'd want to explore. I think we'd want to probably build up a little bit larger asset base there, a little bit more of a local brand and commitment to the market before making that decision. But in the meantime, there's plenty of depth in the private placement side, the price is excellent, and we were real pleased with how that went.

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Operator [36]

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Our next question will come from Chris Lucas with Capital One Securities.

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Christopher Ronald Lucas, Capital One Securities, Inc., Research Division - Senior VP & Lead Equity Research Analyst [37]

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Just a quick one. Paul, you'd noted that the same growth profile was impacted by, I guess, some timing on rent bumps. I guess just thinking about this over the longer haul, is the 1.5% rate that you guys are -- seem to be running at this year, is this something that we can expect going forward? Or is it more of an anomaly within the sort of more traditional 1% bump rate that you guys have generated historically?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [38]

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Yes. Paul's being kind and letting me answer that question, Chris. So forgive me. What happened in the second quarter, and this is very straightforward. Quite a few of our leases don't have annual growth built into them. They have stepped growths which could be every 3 years, every 5 years, and that's typically how some of the leases are structured. And what we noticed in the second quarter was that if you were to compare it to second quarter of 2018, there were 15% more leases that have this stepped growth that just coincidentally happened to fall in the second quarter, which is what resulted in that 1.5%.

And so now that they've had that growth in the second quarter of 2019, you're not going to see that the following year. And that's the reason why we continue to believe that this year, yes, is it possible that it is slightly north of 1%? Yes, but our run rate within our portfolio we have always said is right around 1%. And that continues to be the case.

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Christopher Ronald Lucas, Capital One Securities, Inc., Research Division - Senior VP & Lead Equity Research Analyst [39]

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Okay, great. And then I guess while I have you. On the portfolio pricing of the theaters, I guess, just more generally, your cap rates first quarter were sort of better than last year's. And certainly, the domestic cap rates this quarter were better than sort of last year's average. Rates are down relative to last year.

I guess I'm just wondering sort of is it just purely just sort of the mix issue that you're dealing with this year versus last year? Or is there some value to portfolio pricing that you're seeing that maybe -- is being more predominant this year versus last year? I'm just trying to kind of get an understanding between the last year's results and this year's.

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Sumit Roy, Realty Income Corporation - President, CEO & Director [40]

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Very good question, Chris. We don't see too much of a movement in the portfolio discount that we saw last year versus this year. The reason why you see higher cap rates, it's predominantly a question around the mix of assets, the type of tenants, the type of properties that we've been buying.

As we've talked about the theater assets, they tend to be higher cap rate assets. Some of the other assets that we've closed on, they just tend to have higher yields on the high 6s, low-7s, mid-7s, in some cases. I think that has predominantly driven our overall cap rate than seeing shifts in cap rate.

Having said that, we are certainly seeing intra-property, like within certain subsectors in retail, the cap rates have moved. And in some cases, they've gotten more aggressive as you would expect given the current environment. And in some cases, they remain flat.

But by and large, the opening remarks that I've made around cap rates remaining somewhat steady is true for us despite the fact that you're seeing us amplify cap rates that are higher on what we have closed. But that's predominantly driven by the mix.

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Operator [41]

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(Operator Instructions) Our next question will come from Caitlin Burrows with Goldman Sachs.

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Caitlin Burrows, Goldman Sachs Group Inc., Research Division - Research Analyst [42]

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Maybe just following up on that last question. You're talking about how the certain mix of assets has impacted your cap rate so far this year on acquisitions. I guess going forward, do you expect to continue that potentially new mix, call it? Or do you think you could go back to what you've done more historically?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [43]

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Caitlin, we always like higher cap rates, but it needs to fit our investment thesis. And like I answered Chris's question, it just so happened that everything aligned and the mix that we are looking for, the opportunities that we saw that fit our acquisition criteria, it just happened to trade at higher cap rates.

I'd love to be able to tell you that we continue to see that same mix, and we'll be able to continue to post high 6% cap rates and, therefore, create more value. But some of it is driven by the opportunities available in the market. And so I wouldn't necessarily count on that, but I -- we are not averse to continuing to do transactions just because it has a higher yield as long as it fits our investment philosophy.

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Caitlin Burrows, Goldman Sachs Group Inc., Research Division - Research Analyst [44]

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Got it. And then maybe just on the deal volume or deal flow side. I know you mentioned earlier that you were seeing historical very high levels of domestic deal flow. So I was just wondering is there anything you can think of that's driving that in particular. And do you expect that activity level to continue?

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Sumit Roy, Realty Income Corporation - President, CEO & Director [45]

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I do think even if we were to sort of normalize over the next 6 months, this year could turn out to be one of the highest years, if not the highest year, in terms of sourcing. Some of our sourcing is, of course, going to get supplemented by what we are seeing in the U.K. as well, which we haven't had in years past.

But do I see a particular trend in the market? No, that I can point to that sort of answers as to why we are seeing this unprecedented volume of sourcing. It just happens to be the case. And we know that there are larger portfolios that have come to market. There are lot of opco, propco type situations that we find ourselves discussing with potential operators on.

So it's -- for whatever reason, we find ourselves at a point with the cost of capital and the scale to be able to act on it. So we are very excited about it. But I can't really point to any one variable that is causing this phenomenon. It's just -- it is what you see, and we are very excited about it.

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Operator [46]

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Thank you. This concludes the question-and-answer portion of the Realty Income conference call. I would now like to turn the call back to Sumit Roy for concluding remarks.

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Sumit Roy, Realty Income Corporation - President, CEO & Director [47]

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Thank you, Carrie. Thank you all for joining us today. I hope everyone continues to enjoy the rest of the summer, and we look forward to seeing everyone at the upcoming conferences. Thank you.

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Operator [48]

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Thank you. Ladies and gentlemen, this concludes today's teleconference. You may now disconnect.