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Maryland
|
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33-0580106
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|
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer Identification
Number)
|
|
Title of Each Class
|
Trading Symbol(s)
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Name of Each Exchange On Which Registered
|
Common Stock, $0.01 Par Value
|
O
|
New York Stock Exchange
|
Large accelerated filer
|
☒
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Accelerated filer
|
☐
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Non-accelerated filer
|
☐
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Smaller reporting company
|
☐
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|
|
|
|
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|
|
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Emerging growth company
|
☐
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Page
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March 31, 2020
|
|
|
December 31, 2019
|
|
||
ASSETS
|
(unaudited)
|
|
|
|
|||
Real estate held for investment, at cost:
|
|
|
|
||||
Land
|
$
|
5,742,023
|
|
|
$
|
5,684,034
|
|
Buildings and improvements
|
14,070,733
|
|
|
13,833,882
|
|
||
Total real estate held for investment, at cost
|
19,812,756
|
|
|
19,517,916
|
|
||
Less accumulated depreciation and amortization
|
(3,242,175
|
)
|
|
(3,117,919
|
)
|
||
Real estate held for investment, net
|
16,570,581
|
|
|
16,399,997
|
|
||
Real estate and lease intangibles held for sale, net
|
21,356
|
|
|
96,775
|
|
||
Cash and cash equivalents
|
41,804
|
|
|
54,011
|
|
||
Accounts receivable
|
185,632
|
|
|
181,969
|
|
||
Lease intangible assets, net
|
1,516,819
|
|
|
1,493,383
|
|
||
Other assets, net
|
460,250
|
|
|
328,661
|
|
||
Total assets
|
$
|
18,796,442
|
|
|
$
|
18,554,796
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Distributions payable
|
$
|
80,911
|
|
|
$
|
76,728
|
|
Accounts payable and accrued expenses
|
182,177
|
|
|
177,039
|
|
||
Lease intangible liabilities, net
|
328,748
|
|
|
333,103
|
|
||
Other liabilities
|
251,353
|
|
|
262,221
|
|
||
Line of credit payable
|
615,176
|
|
|
704,335
|
|
||
Term loans, net
|
499,151
|
|
|
499,044
|
|
||
Mortgages payable, net
|
408,158
|
|
|
410,119
|
|
||
Notes payable, net
|
6,013,129
|
|
|
6,288,049
|
|
||
Total liabilities
|
8,378,803
|
|
|
8,750,638
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock and paid in capital, par value $0.01 per share, 740,200,000 shares authorized, 343,402,030 and 333,619,106 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively
|
13,604,055
|
|
|
12,873,849
|
|
||
Distributions in excess of net income
|
(3,173,468
|
)
|
|
(3,082,291
|
)
|
||
Accumulated other comprehensive loss
|
(42,572
|
)
|
|
(17,102
|
)
|
||
Total stockholders’ equity
|
10,388,015
|
|
|
9,774,456
|
|
||
Noncontrolling interests
|
29,624
|
|
|
29,702
|
|
||
Total equity
|
10,417,639
|
|
|
9,804,158
|
|
||
Total liabilities and equity
|
$
|
18,796,442
|
|
|
$
|
18,554,796
|
|
|
Three months ended March 31,
|
|
|||||
|
2020
|
|
|
2019
|
|
||
REVENUE
|
|
|
|
|
|
||
Rental (including reimbursable)
|
$
|
412,157
|
|
|
$
|
354,037
|
|
Other
|
2,184
|
|
|
328
|
|
||
Total revenue
|
414,341
|
|
|
354,365
|
|
||
|
|
|
|
||||
EXPENSES
|
|
|
|
||||
Depreciation and amortization
|
164,585
|
|
|
137,517
|
|
||
Interest
|
75,925
|
|
|
70,020
|
|
||
Property (including reimbursable)
|
25,606
|
|
|
21,636
|
|
||
General and administrative
|
20,964
|
|
|
15,108
|
|
||
Income taxes
|
2,763
|
|
|
1,445
|
|
||
Provisions for impairment
|
4,478
|
|
|
4,672
|
|
||
Total expenses
|
294,321
|
|
|
250,398
|
|
||
Gain on sales of real estate
|
38,506
|
|
|
7,263
|
|
||
Foreign currency and derivative losses, net
|
(1,564
|
)
|
|
—
|
|
||
Loss on extinguishment of debt
|
(9,819
|
)
|
|
—
|
|
||
Net income
|
147,143
|
|
|
111,230
|
|
||
Net income attributable to noncontrolling interests
|
(316
|
)
|
|
(288
|
)
|
||
Net income available to common stockholders
|
$
|
146,827
|
|
|
$
|
110,942
|
|
|
|
|
|
||||
Amounts available to common stockholders per common share:
|
|
|
|
||||
Net Income:
|
|
|
|
||||
Basic and Diluted
|
$
|
0.44
|
|
|
$
|
0.37
|
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
336,624,567
|
|
|
303,528,336
|
|
||
Diluted
|
336,976,515
|
|
|
303,819,878
|
|
||
|
|
|
|
||||
Other comprehensive income:
|
|
|
|
||||
Net income available to common stockholders
|
$
|
146,827
|
|
|
$
|
110,942
|
|
Foreign currency translation adjustment
|
392
|
|
|
—
|
|
||
Unrealized loss on derivatives, net
|
(25,862
|
)
|
|
(3,699
|
)
|
||
Comprehensive income available to common stockholders
|
$
|
121,357
|
|
|
$
|
107,243
|
|
|
|
Shares of
common stock |
|
|
Common
stock and paid in capital |
|
|
Distributions
in excess of net income |
|
|
Accumulated other comprehensive loss
|
|
|
Total
stockholders’ equity |
|
|
Noncontrolling
interests |
|
|
Total
equity |
|
||||||
Balance, December 31, 2018
|
|
303,742,090
|
|
|
$
|
10,754,495
|
|
|
$
|
(2,657,655
|
)
|
|
$
|
(8,098
|
)
|
|
$
|
8,088,742
|
|
|
$
|
32,236
|
|
|
$
|
8,120,978
|
|
Net income
|
|
—
|
|
|
—
|
|
|
110,942
|
|
|
—
|
|
|
110,942
|
|
|
288
|
|
|
111,230
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,699
|
)
|
|
(3,699
|
)
|
|
—
|
|
|
(3,699
|
)
|
||||||
Distributions paid and payable
|
|
—
|
|
|
—
|
|
|
(206,062
|
)
|
|
—
|
|
|
(206,062
|
)
|
|
(273
|
)
|
|
(206,335
|
)
|
||||||
Share issuances, net of costs
|
|
31,898
|
|
|
2,151
|
|
|
—
|
|
|
—
|
|
|
2,151
|
|
|
—
|
|
|
2,151
|
|
||||||
Issuance of common partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,286
|
|
|
6,286
|
|
||||||
Redemption of common units
|
|
—
|
|
|
(6,869
|
)
|
|
—
|
|
|
—
|
|
|
(6,869
|
)
|
|
(13,356
|
)
|
|
(20,225
|
)
|
||||||
Share-based compensation, net
|
|
33,433
|
|
|
(1,310
|
)
|
|
—
|
|
|
—
|
|
|
(1,310
|
)
|
|
—
|
|
|
(1,310
|
)
|
||||||
Balance, March 31, 2019
|
|
303,807,421
|
|
|
$
|
10,748,467
|
|
|
$
|
(2,752,775
|
)
|
|
$
|
(11,797
|
)
|
|
$
|
7,983,895
|
|
|
$
|
25,181
|
|
|
$
|
8,009,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, December 31, 2019
|
|
333,619,106
|
|
|
$
|
12,873,849
|
|
|
$
|
(3,082,291
|
)
|
|
$
|
(17,102
|
)
|
|
$
|
9,774,456
|
|
|
$
|
29,702
|
|
|
$
|
9,804,158
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
146,827
|
|
|
—
|
|
|
146,827
|
|
|
316
|
|
|
147,143
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,470
|
)
|
|
(25,470
|
)
|
|
—
|
|
|
(25,470
|
)
|
||||||
Distributions paid and payable
|
|
—
|
|
|
—
|
|
|
(238,004
|
)
|
|
—
|
|
|
(238,004
|
)
|
|
(394
|
)
|
|
(238,398
|
)
|
||||||
Share issuances, net of costs
|
|
9,724,500
|
|
|
730,776
|
|
|
—
|
|
|
—
|
|
|
730,776
|
|
|
—
|
|
|
730,776
|
|
||||||
Share-based compensation, net
|
|
58,424
|
|
|
(570
|
)
|
|
—
|
|
|
—
|
|
|
(570
|
)
|
|
—
|
|
|
(570
|
)
|
||||||
Balance, March 31, 2020
|
|
343,402,030
|
|
|
$
|
13,604,055
|
|
|
$
|
(3,173,468
|
)
|
|
$
|
(42,572
|
)
|
|
$
|
10,388,015
|
|
|
$
|
29,624
|
|
|
$
|
10,417,639
|
|
|
Three Months Ended
March 31,
|
||||||
|
2020
|
|
|
2019
|
|
||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
147,143
|
|
|
$
|
111,230
|
|
Adjustments to net income:
|
|
|
|
||||
Depreciation and amortization
|
164,585
|
|
|
137,517
|
|
||
Amortization of share-based compensation
|
5,518
|
|
|
2,764
|
|
||
Non-cash revenue adjustments
|
(1,352
|
)
|
|
(2,116
|
)
|
||
Loss on extinguishment of debt
|
9,819
|
|
|
—
|
|
||
Amortization of net premiums on mortgages payable
|
(354
|
)
|
|
(354
|
)
|
||
Amortization of deferred financing costs
|
2,581
|
|
|
1,957
|
|
||
Loss on interest rate swaps
|
686
|
|
|
678
|
|
||
Foreign currency and derivative losses, net
|
1,564
|
|
|
—
|
|
||
Gain on sales of real estate
|
(38,506
|
)
|
|
(7,263
|
)
|
||
Provisions for impairment on real estate
|
4,478
|
|
|
4,672
|
|
||
Change in assets and liabilities
|
|
|
|
||||
Accounts receivable and other assets
|
3,005
|
|
|
(6,185
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
(33,951
|
)
|
|
(30,873
|
)
|
||
Net cash provided by operating activities
|
265,216
|
|
|
212,027
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Investment in real estate
|
(473,245
|
)
|
|
(517,975
|
)
|
||
Improvements to real estate, including leasing costs
|
(3,658
|
)
|
|
(2,995
|
)
|
||
Proceeds from sales of real estate
|
126,233
|
|
|
22,456
|
|
||
Insurance and other proceeds received
|
539
|
|
|
—
|
|
||
Non-refundable escrow deposits
|
(1,280
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(351,411
|
)
|
|
(498,514
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Cash distributions to common stockholders
|
(233,824
|
)
|
|
(204,546
|
)
|
||
Borrowings on line of credit
|
846,532
|
|
|
732,000
|
|
||
Payments on line of credit
|
(921,859
|
)
|
|
(146,000
|
)
|
||
Principal payment on term loan
|
—
|
|
|
(70,000
|
)
|
||
Principal payment on notes payable
|
(250,000
|
)
|
|
—
|
|
||
Principal payments on mortgages payable
|
(1,673
|
)
|
|
(1,235
|
)
|
||
Payments upon extinguishment of debt
|
(9,445
|
)
|
|
—
|
|
||
Proceeds from common stock offerings, net
|
728,883
|
|
|
—
|
|
||
Proceeds from dividend reinvestment and stock purchase plan
|
2,366
|
|
|
2,164
|
|
||
Redemption of common units
|
—
|
|
|
(20,225
|
)
|
||
Distributions to noncontrolling interests
|
(394
|
)
|
|
(321
|
)
|
||
Net receipts on derivative settlements
|
1,251
|
|
|
—
|
|
||
Other items, including shares withheld upon vesting
|
(6,561
|
)
|
|
(4,087
|
)
|
||
Net cash provided by financing activities
|
155,276
|
|
|
287,750
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(2,929
|
)
|
|
—
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
66,152
|
|
|
1,263
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
71,005
|
|
|
21,071
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
137,157
|
|
|
$
|
22,334
|
|
1.
|
Basis of Presentation
|
A.
|
Lease intangible assets, net, consist of the following at:
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
|
In-place leases
|
$
|
1,667,826
|
|
|
$
|
1,612,153
|
|
|
Accumulated amortization of in-place leases
|
(659,165
|
)
|
|
(627,676
|
)
|
||
|
Above-market leases
|
720,341
|
|
|
710,275
|
|
||
|
Accumulated amortization of above-market leases
|
(212,183
|
)
|
|
(201,369
|
)
|
||
|
|
$
|
1,516,819
|
|
|
$
|
1,493,383
|
|
B.
|
Other assets, net, consist of the following at:
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
|
Right of use asset - operating leases, net
|
$
|
119,648
|
|
|
$
|
120,533
|
|
|
Right of use asset - financing leases
|
88,804
|
|
|
36,901
|
|
||
|
Restricted escrow deposits
|
82,391
|
|
|
4,529
|
|
||
|
Financing receivables
|
81,436
|
|
|
81,892
|
|
||
|
Derivative assets and receivables - at fair value
|
25,173
|
|
|
12
|
|
||
|
Prepaid expenses
|
16,113
|
|
|
11,839
|
|
||
|
Goodwill
|
14,397
|
|
|
14,430
|
|
||
|
Impounds related to mortgages payable
|
12,962
|
|
|
12,465
|
|
||
|
Credit facility origination costs, net
|
10,274
|
|
|
11,453
|
|
||
|
Corporate assets, net
|
5,534
|
|
|
5,251
|
|
||
|
Non-refundable escrow deposits
|
1,280
|
|
|
14,803
|
|
||
|
Value-added tax receivable
|
—
|
|
|
9,682
|
|
||
|
Other items
|
2,238
|
|
|
4,871
|
|
||
|
|
$
|
460,250
|
|
|
$
|
328,661
|
|
C.
|
Distributions payable consist of the following declared distributions at:
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
|
Common stock distributions
|
$
|
80,803
|
|
|
$
|
76,622
|
|
|
Noncontrolling interests distributions
|
108
|
|
|
106
|
|
||
|
|
$
|
80,911
|
|
|
$
|
76,728
|
|
E.
|
Lease intangible liabilities, net, consist of the following at:
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
|
Below-market leases
|
$
|
449,445
|
|
|
$
|
447,522
|
|
|
Accumulated amortization of below-market leases
|
(120,697
|
)
|
|
(114,419
|
)
|
||
|
|
$
|
328,748
|
|
|
$
|
333,103
|
|
F.
|
Other liabilities consist of the following at:
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
|
Lease liability - operating leases, net
|
$
|
121,790
|
|
|
$
|
122,285
|
|
|
Rent received in advance and other deferred revenue
|
117,291
|
|
|
127,687
|
|
||
|
Security deposits
|
6,249
|
|
|
6,303
|
|
||
|
Lease liability - financing leases
|
6,023
|
|
|
5,946
|
|
||
|
|
$
|
251,353
|
|
|
$
|
262,221
|
|
4.
|
Investments in Real Estate
|
|
Number of Properties
|
|
|
Square Feet
(in millions) |
|
|
Investment
($ in millions) |
|
|
Weighted Average Lease Term (Years)
|
|
Initial Average Cash Lease Yield
|
|
|
Three Months Ended March 31, 2020 (1)
|
|
|
|
|
|
|
|
|
|
|||||
Acquisitions - U.S. (in 22 states)
|
54
|
|
|
1.4
|
|
|
$
|
318.3
|
|
|
14.8
|
|
6.5
|
%
|
Acquisitions - U.K. (2)
|
4
|
|
|
0.4
|
|
|
165.6
|
|
|
12.5
|
|
5.1
|
%
|
|
Total Acquisitions
|
58
|
|
|
1.8
|
|
|
483.9
|
|
|
14.2
|
|
6.0
|
%
|
|
Properties under Development - U.S.
|
7
|
|
|
0.2
|
|
|
2.1
|
|
|
10.6
|
|
7.5
|
%
|
|
Total (3)
|
65
|
|
|
2.0
|
|
|
$
|
486.0
|
|
|
14.1
|
|
6.0
|
%
|
(1)
|
None of our investments during the first three months of 2020 caused any one tenant to be 10% or more of our total assets at March 31, 2020. All of our investments in acquired properties during the first three months of 2020 are 100% leased at the acquisition date.
|
(2)
|
Represents investments of £133.3 million Sterling during the three months ended March 31, 2020 converted at the applicable exchange rate on the date of acquisition.
|
(3)
|
The tenants occupying the new properties operate in 17 industries, and are 95.4% retail and 4.6% industrial, based on rental revenue. Approximately 36% of the rental revenue generated from acquisitions during the first three months of 2020 is from investment grade rated tenants, their subsidiaries or affiliated companies.
|
|
Number of Properties
|
|
|
Square Feet
(in millions) |
|
|
Investment
($ in millions) |
|
|
Weighted Average Lease Term (Years)
|
|
Initial Average Cash Lease Yield
|
|
|
Three months ended March 31, 2019 (1)
|
|
|
|
|
|
|
|
|
|
|||||
Acquisitions - U.S. (in 25 states)
|
97
|
|
|
1.9
|
|
|
$
|
508.6
|
|
|
17.0
|
|
6.7
|
%
|
Properties under Development - U.S.
|
8
|
|
|
0.4
|
|
|
10.9
|
|
|
17.3
|
|
7.2
|
%
|
|
Total (2)
|
105
|
|
|
2.3
|
|
|
$
|
519.5
|
|
|
17.0
|
|
6.7
|
%
|
(1)
|
None of our investments during the first three months of 2019 caused any one tenant to be 10% or more of our total assets at March 31, 2019. All of our investments in acquired properties during the first three months of 2019 were 100% leased upon acquisition.
|
(2)
|
The tenants occupying the new properties operated in 14 industries, and the property types consisted of 98.7% retail and 1.3% industrial, based on rental revenue. Approximately 31% of the rental revenue generated from acquisitions during the first three months of 2019 was from investment grade rated tenants, their subsidiaries or affiliated companies.
|
|
Net
decrease to
rental revenue
|
|
Increase to
amortization
expense
|
|
||
2020
|
$
|
(17,775
|
)
|
$
|
96,203
|
|
2021
|
(22,683
|
)
|
120,617
|
|
||
2022
|
(21,135
|
)
|
108,643
|
|
||
2023
|
(19,618
|
)
|
96,339
|
|
||
2024
|
(18,031
|
)
|
87,650
|
|
||
Thereafter
|
(80,168
|
)
|
499,209
|
|
||
Totals
|
$
|
(179,410
|
)
|
$
|
1,008,661
|
|
5.
|
Credit Facility
|
6.
|
Term Loans
|
7.
|
Mortgages Payable
|
As Of
|
|
Number of
Properties (1)
|
|
Weighted
Average
Stated
Interest
Rate (2)
|
|
|
Weighted
Average
Effective
Interest
Rate (3)
|
|
|
Weighted
Average
Remaining
Years Until
Maturity
|
|
Remaining
Principal
Balance
|
|
|
Unamortized
Premium
and Deferred
Financing Costs
Balance, net
|
|
|
Mortgage
Payable
Balance
|
|
|||
3/31/2020
|
|
92
|
|
4.9
|
%
|
|
4.7
|
%
|
|
2.9
|
|
$
|
406,746
|
|
|
$
|
1,412
|
|
|
$
|
408,158
|
|
12/31/2019
|
|
92
|
|
4.9
|
%
|
|
4.6
|
%
|
|
3.1
|
|
$
|
408,419
|
|
|
$
|
1,700
|
|
|
$
|
410,119
|
|
(1)
|
At March 31, 2020 and December 31, 2019, there were 27 mortgages on 92 properties. The mortgages require monthly payments with principal payments due at maturity. The mortgages were at fixed interest rates, except for one variable rate mortgage on one property, which has been swapped to a fixed interest rate, with a principal balance at March 31, 2020 and December 31, 2019 of $7.0 million and $7.1 million, respectively.
|
Year of Maturity
|
|
Principal
|
|
|
2020
|
|
$
|
82.6
|
|
2021
|
|
68.8
|
|
|
2022
|
|
111.8
|
|
|
2023
|
|
20.6
|
|
|
2024
|
|
112.1
|
|
|
Thereafter
|
|
10.8
|
|
|
Totals
|
|
$
|
406.7
|
|
8.
|
Notes Payable
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
5.750% notes, issued in June 2010 and due in January 2021
|
$
|
—
|
|
|
$
|
250
|
|
3.250% notes, $450 issued in October 2012 and $500 issued in December 2017, both due in October 2022
|
950
|
|
|
950
|
|
||
4.650% notes, issued in July 2013 and due in August 2023
|
750
|
|
|
750
|
|
||
3.875% notes, issued in June 2014 and due in July 2024
|
350
|
|
|
350
|
|
||
3.875% notes, issued in April 2018 and due in April 2025
|
500
|
|
|
500
|
|
||
4.125% notes, $250 issued in September 2014 and $400 issued in March 2017, both due in October 2026
|
650
|
|
|
650
|
|
||
3.000% notes, issued in October 2016 and due in January 2027
|
600
|
|
|
600
|
|
||
3.650% notes, issued in December 2017 and due in January 2028
|
550
|
|
|
550
|
|
||
3.250% notes, issued in June 2019 and due in June 2029
|
500
|
|
|
500
|
|
||
2.730% notes, issued in May 2019 and due in May 2034 (1)
|
391
|
|
|
418
|
|
||
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035
|
250
|
|
|
250
|
|
||
4.650% notes, $300 issued in March 2017 and $250 issued in December 2017, both due in March 2047
|
550
|
|
|
550
|
|
||
Total principal amount
|
6,041
|
|
|
6,318
|
|
||
Unamortized net original issuance premiums and deferred financing costs
|
(28
|
)
|
|
(30
|
)
|
||
|
$
|
6,013
|
|
|
$
|
6,288
|
|
(1)
|
Represents the principal balance (in U.S. dollars) of the Sterling-denominated private placement of £315.0 million converted at the applicable exchange rates on March 31, 2020, and December 31, 2019, respectively.
|
Year of Maturity
|
|
Principal
|
|
|
2022
|
|
$
|
950
|
|
2023
|
|
750
|
|
|
2024
|
|
350
|
|
|
Thereafter
|
|
3,991
|
|
|
Totals
|
|
$
|
6,041
|
|
9.
|
Issuances of Common Stock
|
|
Three Months Ended March 31,
|
|
|||||
|
2020
|
|
|
2019
|
|
||
Shares of common stock issued under the DRSPP program
|
34,000
|
|
|
31,898
|
|
||
Gross proceeds
|
$
|
2.4
|
|
|
$
|
2.2
|
|
|
Realty Income, L.P.
units (1)
|
|
|
Other
Noncontrolling
Interests
|
|
|
Total
|
|
|||
Carrying value at December 31, 2019
|
$
|
24,596
|
|
|
$
|
5,106
|
|
|
$
|
29,702
|
|
Distributions
|
(323
|
)
|
|
(71
|
)
|
|
(394
|
)
|
|||
Allocation of net income
|
277
|
|
|
39
|
|
|
316
|
|
|||
Carrying value at March 31, 2020
|
$
|
24,550
|
|
|
$
|
5,074
|
|
|
$
|
29,624
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
Net real estate
|
$
|
647,877
|
|
|
$
|
654,305
|
|
Total assets
|
737,990
|
|
|
744,394
|
|
||
Total liabilities
|
52,613
|
|
|
52,087
|
|
March 31, 2020
|
Carrying value
|
|
|
Estimated fair value
|
|
||
Mortgages payable assumed in connection with acquisitions (1)
|
$
|
406.7
|
|
|
$
|
410.3
|
|
Notes and bonds payable (2)
|
6,041.2
|
|
|
6,008.4
|
|
December 31, 2019
|
Carrying value
|
|
|
Estimated fair value
|
|
||
Mortgages payable assumed in connection with acquisitions (1)
|
$
|
408.4
|
|
|
$
|
417.7
|
|
Notes and bonds payable (2)
|
6,317.6
|
|
|
6,826.1
|
|
(1)
|
Excludes non-cash net premiums recorded on the mortgages payable. The unamortized balance of these net premiums was $2.6 million at March 31, 2020, and $3.0 million at December 31, 2019. Also excludes deferred financing costs of $1.2 million at March 31, 2020 and $1.3 million at December 31, 2019.
|
(2)
|
Excludes non-cash original issuance premiums and discounts recorded on notes payable. The unamortized balance of the net original issuance premiums was $6.2 million at March 31, 2020, and $6.3 million at December 31, 2019. Also excludes deferred financing costs of $34.3 million at March 31, 2020 and $35.9 million at December 31, 2019.
|
Derivative Type
|
Hedge Designation
|
Notional Amount
|
Strike
|
Effective Date
|
Maturity Date
|
Fair Value - asset (liability)
|
||||||||||
|
|
March 31,
|
|
December 31,
|
|
|
|
|
March 31
|
|
December 31,
|
|
||||
|
|
2020
|
|
2019
|
|
|
|
|
2020
|
|
2019
|
|
||||
Interest rate swap
|
Cash flow
|
$
|
7.0
|
|
$
|
7.0
|
|
6.03%
|
09/25/2012
|
09/03/2021
|
$
|
(0.3
|
)
|
$
|
(0.2
|
)
|
Interest rate swap
|
Cash flow
|
250.0
|
|
250.0
|
|
1.72%
|
06/30/2015
|
06/30/2020
|
(0.6
|
)
|
(0.1
|
)
|
||||
Interest rate swap
|
Cash flow
|
250.0
|
|
250.0
|
|
3.04%
|
10/24/2018
|
03/24/2024
|
(25.3
|
)
|
(14.7
|
)
|
||||
Cross-currency swap (1)
|
Cash flow
|
41.6
|
|
41.6
|
|
(2)
|
05/20/2019
|
05/22/2034
|
6.9
|
|
(2.6
|
)
|
||||
Cross-currency swap (1)
|
Cash flow
|
41.6
|
|
41.6
|
|
(3)
|
05/20/2019
|
05/22/2034
|
6.4
|
|
(2.6
|
)
|
||||
Cross-currency swap (1)
|
Cash flow
|
41.6
|
|
41.6
|
|
(4)
|
05/20/2019
|
05/22/2034
|
6.0
|
|
(2.9
|
)
|
||||
Cross-currency swap (1)
|
Cash flow
|
41.6
|
|
41.6
|
|
(5)
|
05/20/2019
|
05/22/2034
|
5.8
|
|
(3.2
|
)
|
||||
Treasury rate lock(6)
|
Cash flow
|
75.0
|
|
—
|
|
1.63%
|
(6)
|
06/30/2020
|
(6.9
|
)
|
—
|
|
||||
Treasury rate lock(6)
|
Cash flow
|
75.0
|
|
—
|
|
1.63%
|
(6)
|
06/30/2020
|
(6.9
|
)
|
—
|
|
||||
Treasury rate lock(6)
|
Cash flow
|
100.0
|
|
—
|
|
1.64%
|
(6)
|
06/30/2020
|
(9.2
|
)
|
—
|
|
||||
Treasury rate lock(6)
|
Cash flow
|
100.0
|
|
—
|
|
1.57%
|
(6)
|
06/30/2020
|
(8.6
|
)
|
—
|
|
||||
Treasury rate lock(6)
|
Cash flow
|
150.0
|
|
—
|
|
1.37%
|
(6)
|
06/30/2020
|
(10.0
|
)
|
—
|
|
||||
|
|
$
|
1,173.4
|
|
$
|
673.4
|
|
|
|
|
$
|
(42.7
|
)
|
$
|
(26.3
|
)
|
(1)
|
Represents British Pound Sterling, or GBP, United States Dollar, or USD, cross-currency swap.
|
(2)
|
GBP fixed rates initially at 4.82% and escalating to 10.96%, and USD fixed rate at 9.800%.
|
(3)
|
GBP fixed rates initially at 4.82% and escalating to 10.96%, and USD fixed rate at 9.803%.
|
(4)
|
GBP fixed rates initially at 4.82% and escalating to 10.96%, and USD fixed rate at 9.745%.
|
(5)
|
GBP fixed rates initially at 4.82% and escalating to 10.96%, and USD fixed rate at 9.755%.
|
(6)
|
These treasury rate locks were entered into during February 2020 to hedge our exposure to the changes in the 10-year US treasury rate on potential future debt offerings during the first half of 2020. In the event we do not execute a debt offering or offerings within the original contract maturity, we may elect to extend the maturity of all or a portion of these contracts.
|
|
Three Months Ended March 31,
|
|
|||||
|
2020
|
|
|
2019
|
|
||
Number of properties
|
17
|
|
|
19
|
|
||
Net sales proceeds
|
$
|
126.2
|
|
|
$
|
22.5
|
|
Gain on sales of real estate
|
$
|
38.5
|
|
|
$
|
7.3
|
|
|
Three Months Ended March 31,
|
|
|||||
|
2020
|
|
|
2019
|
|
||
Total provisions for impairment
|
$
|
4.5
|
|
|
$
|
4.7
|
|
Number of properties:
|
|
|
|
||||
Classified as held for sale
|
8
|
|
|
—
|
|
||
Classified as held for investment
|
1
|
|
|
—
|
|
||
Sold
|
7
|
|
|
11
|
|
Month
|
2020
|
|
|
2019
|
|
||
January
|
$
|
0.2275
|
|
|
$
|
0.2210
|
|
February
|
0.2325
|
|
|
0.2255
|
|
||
March
|
0.2325
|
|
|
0.2255
|
|
||
Total
|
$
|
0.6925
|
|
|
$
|
0.6720
|
|
|
Three Months Ended March 31,
|
|
|||
|
2020
|
|
|
2019
|
|
Weighted average shares used for the basic net income per share computation
|
336,624,567
|
|
|
303,528,336
|
|
Incremental shares from share-based compensation
|
351,948
|
|
|
291,542
|
|
Weighted average shares used for diluted net income per share computation
|
336,976,515
|
|
|
303,819,878
|
|
Unvested shares from share-based compensation that were anti-dilutive
|
31,001
|
|
|
30,060
|
|
Weighted average partnership common units convertible to common shares that were anti-dilutive
|
463,119
|
|
|
377,767
|
|
|
March 31, 2020
|
|
|
March 31, 2019
|
|
||
Cash and cash equivalents shown in the consolidated balance sheets
|
$
|
41,804
|
|
|
$
|
2,997
|
|
Restricted escrow deposits (1)
|
82,391
|
|
|
9,081
|
|
||
Impounds related to mortgages payable (1)
|
12,962
|
|
|
10,256
|
|
||
Total cash, cash equivalents, and restricted cash shown in the consolidated
statements of cash flows
|
$
|
137,157
|
|
|
$
|
22,334
|
|
Assets, as of:
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
Segment net real estate:
|
|
|
|
||||
Automotive service
|
$
|
286,380
|
|
|
$
|
288,453
|
|
Automotive tire services
|
232,093
|
|
|
232,709
|
|
||
Beverages
|
278,318
|
|
|
279,373
|
|
||
Child care
|
217,120
|
|
|
208,326
|
|
||
Convenience stores
|
2,040,499
|
|
|
2,057,157
|
|
||
Dollar stores
|
1,430,852
|
|
|
1,427,950
|
|
||
Drug stores
|
1,603,799
|
|
|
1,618,854
|
|
||
Financial services
|
386,310
|
|
|
389,634
|
|
||
General merchandise
|
515,199
|
|
|
475,418
|
|
||
Grocery stores - U.S.(1)
|
911,070
|
|
|
922,349
|
|
||
Grocery stores - U.K.(1)
|
664,056
|
|
|
663,210
|
|
||
Health and fitness
|
1,092,881
|
|
|
1,019,796
|
|
||
Home improvement
|
503,092
|
|
|
495,305
|
|
||
Restaurants-casual dining
|
568,547
|
|
|
576,526
|
|
||
Restaurants-quick service
|
1,067,239
|
|
|
1,059,155
|
|
||
Theaters - U.S. (1)
|
869,621
|
|
|
878,103
|
|
||
Transportation services
|
720,929
|
|
|
769,614
|
|
||
Wholesale club
|
393,501
|
|
|
396,690
|
|
||
Other non-reportable segments
|
2,810,431
|
|
|
2,738,150
|
|
||
Total net real estate
|
16,591,937
|
|
|
16,496,772
|
|
||
Intangible assets:
|
|
|
|
||||
Automotive service
|
57,833
|
|
|
58,854
|
|
||
Automotive tire services
|
6,940
|
|
|
7,322
|
|
||
Beverages
|
1,444
|
|
|
1,509
|
|
||
Child care
|
22,805
|
|
|
21,997
|
|
||
Convenience stores
|
129,145
|
|
|
131,808
|
|
||
Dollar stores
|
81,755
|
|
|
82,701
|
|
||
Drug stores
|
179,585
|
|
|
183,319
|
|
||
Financial services
|
16,468
|
|
|
17,130
|
|
||
General merchandise
|
74,187
|
|
|
66,135
|
|
||
Grocery stores - U.S.(1)
|
176,030
|
|
|
180,197
|
|
||
Grocery stores - U.K.(1)
|
177,001
|
|
|
153,407
|
|
||
Health and fitness
|
74,257
|
|
|
74,428
|
|
||
Home improvement
|
73,939
|
|
|
72,979
|
|
||
Restaurants-casual dining
|
22,629
|
|
|
23,289
|
|
||
Restaurants-quick service
|
51,372
|
|
|
52,353
|
|
||
Theaters - U.S. (1)
|
35,029
|
|
|
36,089
|
|
||
Transportation services
|
58,957
|
|
|
66,055
|
|
||
Wholesale club
|
22,594
|
|
|
23,372
|
|
||
Other non-reportable segments
|
254,849
|
|
|
240,439
|
|
||
Other corporate assets
|
687,686
|
|
|
564,641
|
|
||
Total assets
|
$
|
18,796,442
|
|
|
$
|
18,554,796
|
|
|
Three months ended March 31,
|
|
|||||
Revenue
|
2020
|
|
|
2019
|
|
||
Segment rental revenue:
|
|
|
|
||||
Automotive service
|
$
|
8,670
|
|
|
$
|
7,213
|
|
Automotive tire services
|
7,833
|
|
|
7,777
|
|
||
Beverages
|
7,996
|
|
|
7,915
|
|
||
Child care
|
9,481
|
|
|
7,827
|
|
||
Convenience stores
|
46,733
|
|
|
41,214
|
|
||
Dollar stores
|
31,391
|
|
|
24,986
|
|
||
Drug stores
|
35,299
|
|
|
33,170
|
|
||
Financial services
|
7,543
|
|
|
7,718
|
|
||
General merchandise
|
11,316
|
|
|
6,911
|
|
||
Grocery stores - U.S.(1)
|
19,509
|
|
|
16,124
|
|
||
Grocery stores - U.K.(1)
|
10,405
|
|
|
—
|
|
||
Health and fitness
|
28,278
|
|
|
26,225
|
|
||
Home improvement
|
11,309
|
|
|
9,815
|
|
||
Restaurants-casual dining
|
12,538
|
|
|
11,290
|
|
||
Restaurants-quick service
|
23,308
|
|
|
21,730
|
|
||
Theaters - U.S. (1)
|
24,567
|
|
|
17,656
|
|
||
Transportation services
|
16,187
|
|
|
16,026
|
|
||
Wholesale club
|
9,588
|
|
|
9,593
|
|
||
Other non-reportable segments and tenant reimbursements
|
90,206
|
|
|
80,847
|
|
||
Rental (including reimbursable)
|
412,157
|
|
|
354,037
|
|
||
Other
|
2,184
|
|
|
328
|
|
||
Total revenue
|
$
|
414,341
|
|
|
$
|
354,365
|
|
•
|
In April 2020, we declared a dividend of $0.233 per share to our common stockholders, which will be paid in May 2020.
|
•
|
On April 9, 2020, we borrowed an additional $1.2 billion under revolving credit facility to increase our cash position to $1.25 billion as a conservative measure due to the COVID-19 pandemic. As of May 1, 2020, we had $1.9 billion of borrowings outstanding under our revolving credit facility, including £325.5 million of Sterling-denominated borrowings, with a remaining available capacity of $1.1 billion. The revolving credit facility also has a $1.0 billion expansion option, which is subject to obtaining lender commitments.
|
•
|
In addition, on April 9, 2020, we withdrew our 2020 guidance that was provided on February 19, 2020 due to the ongoing uncertainty regarding the impact of the COVID-19 pandemic and the measures taken to limit its spread. We are continuing to evaluate these impacts on our business as the situation continues to evolve and feel it is not prudent to provide revised guidance at this time.
|
◦
|
We have collected 82.9% of contractual rent(1) due for the month of April 2020 across our total portfolio;
|
◦
|
We are in rent deferral discussions with tenants that account for a majority of the unpaid contractual rent for the month of April 2020, as well as certain tenants that did pay April contractual rent;
|
◦
|
We have collected 82.9% of contractual rent due for the month of April 2020 from our top 20 tenants(2); and
|
◦
|
We have collected 99.9% of contractual rent due for the month of April 2020 from our investment grade tenants(3).
|
(1)
|
Contractual rent is the aggregate cash amount charged to tenants inclusive of April monthly base rent receivables, offset by applicable discounts or credits. U.K. rent (which is payable in pounds Sterling) was converted at the exchange rate in effect on May 1, 2020.
|
•
|
Our anticipated growth strategies;
|
•
|
Our intention to acquire additional properties and the timing of these acquisitions;
|
•
|
Our intention to sell properties and the timing of these property sales;
|
•
|
Our intention to re-lease vacant properties;
|
•
|
Anticipated trends in our business, including trends in the market for long-term, net leases of freestanding, single-tenant properties;
|
•
|
Future expenditures for development projects; and
|
•
|
The impact of the COVID-19 pandemic, or future pandemics, on us, our business, our tenants, or the economy generally.
|
•
|
Our continued qualification as a real estate investment trust;
|
•
|
General domestic and foreign business and economic conditions;
|
•
|
Competition;
|
•
|
Fluctuating interest and currency rates;
|
•
|
Access to debt and equity capital markets;
|
•
|
Volatility and uncertainty in the credit markets and broader financial markets;
|
•
|
Other risks inherent in the real estate business including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters;
|
•
|
Impairments in the value of our real estate assets;
|
•
|
Changes in income tax laws and rates;
|
•
|
The continued evolution of the COVID-19 pandemic and the measures taken to limit its spread, and its impacts on us, our business, our tenants, or the economy generally;
|
•
|
The timing and pace of reopening efforts at the local, state and national level in response to the COVID-19 pandemic;
|
•
|
The outcome of any legal proceedings to which we are a party or which may occur in the future; and
|
•
|
Acts of terrorism and war.
|
•
|
Of 6,525 properties;
|
•
|
With an occupancy rate of 98.5%, or 6,428 properties leased and 97 properties available for lease;
|
•
|
Doing business in 51 separate industries;
|
•
|
Located in 49 U.S. states, Puerto Rico and the United Kingdom (U.K.);
|
•
|
With approximately 106.0 million square feet of leasable space;
|
•
|
With a weighted average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately 9.2 years; and
|
•
|
With an average leasable space per property of approximately 16,245 square feet; approximately 11,960 square feet per retail property and 224,499 square feet per industrial property.
|
•
|
Properties that are freestanding, commercially-zoned with a single tenant;
|
•
|
Properties that are in significant markets or strategic locations critical to generating revenue for our tenants (i.e. they need the property in which they operate in order to conduct their business);
|
•
|
Properties that we deem to be profitable for the tenants and/or can generally be characterized as important to the successful operations of the company’s business;
|
•
|
Properties that are located within attractive demographic areas relative to the business of our tenants;
|
•
|
Properties with real estate valuations that approximate replacement costs;
|
•
|
Properties with rental or lease payments that approximate market rents for similar properties; and
|
•
|
Properties that can be purchased with the simultaneous execution or assumption of long-term, net lease agreements, offering both current income and the potential for future rent increases.
|
•
|
Tenants with reliable and sustainable cash flow;
|
•
|
Tenants with revenue and cash flow from multiple sources;
|
•
|
Tenants that are willing to sign a long-term lease (10 or more years); and
|
•
|
Tenants that are large owners and users of real estate.
|
•
|
The aforementioned overall real estate characteristics, including demographics, replacement cost and comparative rental rates;
|
•
|
Industry, tenant (including credit profile), and market conditions;
|
•
|
Store profitability for retail locations if profitability data is available; and
|
•
|
The importance of the real estate location to the operations of the tenants’ business.
|
•
|
Rent increases at the expiration of existing leases, when market conditions permit;
|
•
|
Optimum exposure to certain tenants, industries, and markets through re-leasing vacant properties and selectively selling properties;
|
•
|
Maximum asset-level returns on properties that are re-leased or sold;
|
•
|
Additional value creation from the existing portfolio by enhancing individual properties, pursuing alternative uses, and deriving ancillary revenue; and
|
•
|
Investment opportunities in new asset classes for the portfolio.
|
•
|
Generate higher returns;
|
•
|
Enhance the credit quality of our real estate portfolio;
|
•
|
Extend our average remaining lease term; and/or
|
•
|
Strategically decrease tenant, industry, or geographic concentration.
|
2020 Dividend increases
|
Month
Declared
|
Month
Paid
|
Dividend
per share
|
|
Increase
per share
|
|
||
1st increase
|
Dec 2019
|
Jan 2020
|
$
|
0.2275
|
|
$
|
0.0005
|
|
2nd increase
|
Jan 2020
|
Feb 2020
|
$
|
0.2325
|
|
$
|
0.0050
|
|
3rd increase
|
Mar 2020
|
Apr 2020
|
$
|
0.2330
|
|
$
|
0.0005
|
|
|
Number of Properties
|
|
|
Square Feet
(in millions)
|
|
|
Investment
($ in millions)
|
|
|
Weighted Average Lease Term (Years)
|
|
|
Initial Average Cash Lease Yield
|
|
|
Three months ended March 31, 2020 (1)
|
|
|
|
|
|
|
|
|
|
||||||
Acquisitions - U.S. (in 22 states)
|
54
|
|
|
1.4
|
|
|
$
|
318.3
|
|
|
14.8
|
|
|
6.5
|
%
|
Acquisitions - U.K. (2)
|
4
|
|
|
0.4
|
|
|
165.6
|
|
|
12.5
|
|
|
5.1
|
%
|
|
Total Acquisitions
|
58
|
|
|
1.8
|
|
|
483.9
|
|
|
14.2
|
|
|
6.0
|
%
|
|
Properties under Development - U.S.
|
7
|
|
|
0.2
|
|
|
2.1
|
|
|
10.6
|
|
|
7.5
|
%
|
|
Total (3)
|
65
|
|
|
2.0
|
|
|
$
|
486.0
|
|
|
14.1
|
|
|
6.0
|
%
|
(1)
|
None of our investments during the first three months of 2020 caused any one tenant to be 10% or more of our total assets at March 31, 2020. All of our investments in acquired properties during the first three months of 2020 are 100% leased at the acquisition date.
|
(2)
|
Represents investments of £133.3 million Sterling during the three months ended March 31, 2020 converted at the applicable exchange rate on the date of acquisition.
|
(3)
|
The tenants occupying the new properties operate in 17 industries, and are 95.4% retail and 4.6% industrial, based on rental revenue. Approximately 36% of the rental revenue generated from acquisitions during the first three months of 2020 is from investment grade rated tenants and their subsidiaries.
|
Properties available for lease at December 31, 2019
|
94
|
|
Lease expirations
|
109
|
|
Re-leases to same tenant (1)
|
(90
|
)
|
Re-leases to new tenant (1)(2)
|
(3
|
)
|
Vacant Dispositions
|
(13
|
)
|
Properties available for lease at March 31, 2020
|
97
|
|
(1)
|
The annual new rent on these re-leases was $17.82 million, as compared to the previous annual rent of $18.0 million on the same properties, representing a rent recapture rate of 99.0% on the properties re-leased during the first three months of 2020.
|
(2)
|
Re-leased one property to a new tenant without a period of vacancy, and two properties to new tenants after a period vacancy.
|
•
|
We have collected 82.9% of contractual rent(1) due for the month of April 2020 across our total portfolio;
|
•
|
We are in rent deferral discussions with tenants that account for a majority of the unpaid contractual rent for the month of April 2020, as well as certain tenants that did pay April contractual rent;
|
•
|
We have collected 82.9% of contractual rent due for the month of April 2020 from our top 20 tenants(2); and
|
•
|
We have collected 99.9% of contractual rent due for the month of April 2020 from our investment grade tenants(3).
|
(1)
|
Contractual rent is the aggregate cash amount charged to tenants inclusive of April monthly base rent receivables, offset by applicable discounts or credits. U.K. rent (which is payable in pounds Sterling) was converted at the exchange rate in effect on May 1, 2020.
|
(2)
|
We define top 20 tenants as our 20 largest tenants based on percentage of total portfolio annualized rental revenue.
|
|
|
|
Percentage
|
|
|
|
|
of April 2020
|
|
|
Percentage
|
|
Total Contractual
|
|
|
of Total Contractual
|
|
Rent
|
|
|
Rent due
|
|
Collected as of
|
|
|
for April 2020 (1)
|
|
May 1, 2020 (1)
|
|
U.S.
|
|
|
|
|
Aerospace
|
0.7%
|
|
0.7%
|
|
Apparel stores
|
1.2
|
|
1.1
|
|
Automotive collision services
|
1.1
|
|
0.9
|
|
Automotive parts
|
1.6
|
|
1.6
|
|
Automotive service
|
2.5
|
|
2.4
|
|
Automotive tire services
|
2.1
|
|
1.5
|
|
Beverages
|
2.0
|
|
2.0
|
|
Child care
|
2.2
|
|
0.7
|
|
Consumer appliances
|
—
|
|
—
|
|
Consumer electronics
|
0.3
|
|
0.3
|
|
Consumer goods
|
0.6
|
|
0.6
|
|
Convenience stores
|
12.1
|
|
12.0
|
|
Crafts and novelties
|
0.7
|
|
0.6
|
|
Diversified industrial
|
0.7
|
|
0.7
|
|
Dollar stores
|
7.9
|
|
7.9
|
|
Drug stores
|
8.6
|
|
8.5
|
|
Education
|
0.2
|
|
*
|
|
Electric utilities
|
0.1
|
|
0.1
|
|
Entertainment
|
0.3
|
|
0.3
|
|
Equipment services
|
0.4
|
|
0.4
|
|
Financial services
|
1.9
|
|
1.9
|
|
Food processing
|
0.7
|
|
0.7
|
|
General merchandise
|
2.8
|
|
2.8
|
|
Government services
|
0.6
|
|
0.6
|
|
Grocery stores
|
5.1
|
|
5.1
|
|
Health and beauty
|
0.2
|
|
0.2
|
|
Health and fitness
|
7.2
|
|
2.5
|
|
Health care
|
1.6
|
|
1.6
|
|
Home furnishings
|
0.9
|
|
0.4
|
|
Home improvement
|
2.9
|
|
2.9
|
|
Machinery
|
0.1
|
|
0.1
|
|
Motor vehicle dealerships
|
1.6
|
|
1.6
|
|
Office supplies
|
0.1
|
|
0.1
|
|
Other manufacturing
|
0.6
|
|
0.6
|
|
Packaging
|
0.9
|
|
0.9
|
|
Paper
|
0.1
|
|
0.1
|
|
Pet supplies and services
|
0.7
|
|
0.6
|
|
Restaurants - casual dining
|
3.1
|
|
1.6
|
|
Restaurants - quick service
|
5.7
|
|
4.7
|
|
Shoe stores
|
0.2
|
|
0.2
|
|
Sporting goods
|
0.8
|
|
0.7
|
|
Telecommunications
|
0.5
|
|
0.5
|
|
Theaters
|
6.0
|
|
—
|
|
Transportation services
|
4.2
|
|
4.2
|
|
Wholesale clubs
|
2.4
|
|
2.4
|
|
Other
|
0.2
|
|
*
|
|
Total U.S.
|
96.4%
|
|
79.3%
|
|
U.K.
|
|
|
|
|
Grocery stores
|
3.5
|
|
3.5
|
|
Theaters
|
*
|
|
—
|
|
Health care
|
0.1
|
|
0.1
|
|
Total U.K.
|
3.6%
|
|
3.6%
|
|
Totals
|
100.0%
|
|
82.9%
|
|
|
Three Months Ended March 31,
|
|
|
% Increase
|
||||||
|
2020
|
|
|
2019
|
|
|
||||
Total revenue
|
$
|
414.3
|
|
|
$
|
354.4
|
|
|
16.9
|
%
|
Net income available to common stockholders (1)
|
$
|
146.8
|
|
|
$
|
110.9
|
|
|
32.4
|
%
|
Net income per share (2)
|
$
|
0.44
|
|
|
$
|
0.37
|
|
|
18.9
|
%
|
FFO available to common stockholders
|
$
|
277.1
|
|
|
$
|
245.7
|
|
|
12.8
|
%
|
FFO per share (2)
|
$
|
0.82
|
|
|
$
|
0.81
|
|
|
1.2
|
%
|
AFFO available to common stockholders
|
$
|
297.2
|
|
|
$
|
248.7
|
|
|
19.5
|
%
|
AFFO per share (2)
|
$
|
0.88
|
|
|
$
|
0.82
|
|
|
7.3
|
%
|
•
|
Shares of our common stock outstanding of 343,402,030, plus total common units outstanding of 463,119, multiplied by the last reported sales price of our common stock on the NYSE of $49.86 per share on March 31, 2020, or $17.15 billion;
|
•
|
Outstanding borrowings of $615.2 million on our revolving credit facility, including £282.8 million British Pounds Sterling-denominated borrowings;
|
•
|
Outstanding mortgages payable of $406.7 million, excluding net mortgage premiums of $2.6 million and deferred financing costs of $1.2 million;
|
•
|
Outstanding borrowings of $500.0 million on our term loans, excluding deferred financing costs of $849,000; and
|
•
|
Outstanding senior unsecured notes and bonds of $6.04 billion, including a Sterling-denominated private placement of £315.0 million, and excluding unamortized net original issuance premiums of $6.2 million and deferred financing costs of $34.3 million.
|
3.250% notes, $450 issued in October 2012 and $500 issued in December 2017, both due in October 2022
|
$
|
950
|
|
4.650% notes, issued in July 2013 and due in August 2023
|
750
|
|
|
3.875% notes, issued in June 2014 and due in July 2024
|
350
|
|
|
3.875% notes, issued in April 2018 and due in April 2025
|
500
|
|
|
4.125% notes, $250 issued in September 2014 and $400 issued in March 2017, both due in October 2026
|
650
|
|
|
3.000% notes, issued in October 2016 and due in January 2027
|
600
|
|
|
3.650% notes, issued in December 2017 and due in January 2028
|
550
|
|
|
3.250% notes, issued in June 2019 and due in June 2029
|
500
|
|
|
2.730% notes, issued in May 2019 and due in May 2034 (1)
|
391
|
|
|
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035
|
250
|
|
|
4.650% notes, $300 issued in March 2017 and $250 issued in December 2017, both due in March 2047
|
550
|
|
|
Total principal amount
|
$
|
6,041
|
|
Unamortized net original issuance premiums and deferred financing costs
|
(28
|
)
|
|
|
$
|
6,013
|
|
Note Covenants
|
Required
|
Actual
|
|
Limitation on incurrence of total debt
|
< 60% of adjusted assets
|
37.1
|
%
|
Limitation on incurrence of secured debt
|
< 40% of adjusted assets
|
2.0
|
%
|
Debt service coverage (trailing 12 months) (1)
|
> 1.5x
|
5.5x
|
|
Maintenance of total unencumbered assets
|
> 150% of unsecured debt
|
274.8
|
%
|
Net income available to common stockholders
|
$
|
472,367
|
|
Plus: interest expense, excluding the amortization of deferred financing costs
|
287,209
|
|
|
Plus: loss on extinguishment of debt
|
9,819
|
|
|
Plus: provision for taxes
|
7,476
|
|
|
Plus: depreciation and amortization
|
621,029
|
|
|
Plus: provisions for impairment
|
39,992
|
|
|
Plus: pro forma adjustments
|
112,633
|
|
|
Less: gain on sales of real estate
|
(61,239
|
)
|
|
|
|
||
Income available for debt service, as defined
|
$
|
1,489,286
|
|
|
|
||
Total pro forma debt service charge
|
$
|
271,158
|
|
|
|
||
Debt service and fixed charge coverage ratio
|
5.5
|
|
Year of
Maturity
|
Credit
Facility (1)
|
|
Notes
and
Bonds (2)
|
|
Term
Loan (3)
|
|
Mortgages
Payable (4)
|
|
Interest (5)
|
|
Ground
Leases Paid by
Realty Income (6)
|
|
Ground
Leases Paid
by Our
Tenants (7)
|
|
Other (8)
|
|
Totals
|
|
|||||||||
2020
|
—
|
|
—
|
|
250.0
|
|
82.6
|
|
196.5
|
|
1.3
|
|
10.2
|
|
14.5
|
|
555.1
|
|
|||||||||
2021
|
—
|
|
—
|
|
—
|
|
68.8
|
|
261.0
|
|
1.5
|
|
13.5
|
|
4.8
|
|
349.6
|
|
|||||||||
2022
|
—
|
|
950.0
|
|
—
|
|
111.8
|
|
257.8
|
|
1.5
|
|
13.4
|
|
—
|
|
1,334.5
|
|
|||||||||
2023
|
615.2
|
|
750.0
|
|
—
|
|
20.6
|
|
217.9
|
|
1.4
|
|
13.5
|
|
—
|
|
1,618.6
|
|
|||||||||
2024
|
—
|
|
350.0
|
|
250.0
|
|
112.1
|
|
172.8
|
|
1.4
|
|
13.6
|
|
—
|
|
899.9
|
|
|||||||||
Thereafter
|
—
|
|
3,991.2
|
|
—
|
|
10.8
|
|
1,086.2
|
|
18.7
|
|
69.1
|
|
—
|
|
5,176.0
|
|
|||||||||
Totals
|
$
|
615.2
|
|
$
|
6,041.2
|
|
$
|
500.0
|
|
$
|
406.7
|
|
$
|
2,192.2
|
|
$
|
25.8
|
|
$
|
133.3
|
|
$
|
19.3
|
|
$
|
9,933.7
|
|
(1)
|
The initial term of the credit facility expires in March 2023 and includes, at our option, two six–month extensions. On April 9, 2020, we borrowed an additional $1.2 billion on our revolving credit facility.
|
(2)
|
Excludes non-cash original issuance discounts and premiums recorded on notes payable of $6.2 million and deferred financing costs of $34.3 million.
|
(3)
|
Excludes deferred financing costs of $849,000.
|
(4)
|
Excludes both non–cash net premiums recorded on the mortgages payable of $2.6 million and deferred financing costs of $1.2 million.
|
(5)
|
Interest on the term loans, notes, bonds, mortgages payable, and credit facility has been calculated based on outstanding balances at period end through their respective maturity dates.
|
(6)
|
Realty Income currently pays the ground lessors directly for the rent under the ground leases.
|
(7)
|
Our tenants, who are generally sub-tenants under ground leases, are responsible for paying the rent under these ground leases. In the event a tenant fails to pay the ground lease rent, we are primarily responsible.
|
(8)
|
“Other” consists of $13.2 million of commitments under construction contracts and $6.1 million for re-leasing costs, recurring capital expenditures, and non-recurring building improvements.
|
|
Three Months Ended March 31,
|
|
|
$ Increase
|
|||||||
|
2020
|
|
|
2019
|
|
|
|||||
REVENUE
|
|
|
|
|
|
||||||
Rental (excluding reimbursable)
|
$
|
391,791
|
|
|
$
|
336,690
|
|
|
$
|
55,101
|
|
Rental (reimbursable)
|
20,366
|
|
|
17,347
|
|
|
3,019
|
|
|||
Other
|
2,184
|
|
|
328
|
|
|
1,856
|
|
|||
Total revenue
|
$
|
414,341
|
|
|
$
|
354,365
|
|
|
$
|
59,976
|
|
•
|
The 59 properties (1.8 million square feet) we acquired in the first three months 2020, which generated $3.2 million of rent in the first three months of 2020;
|
•
|
The 779 properties (13.4 million square feet) we acquired in 2019, which generated $59.2 million of rent in the first three months of 2020, compared to $3.0 million in the first three months of 2019, an increase of $56.2 million;
|
•
|
Same store rents generated on 5,535 properties (86.9 million square feet) during the first three months of 2020 and 2019, increased by $670,000, or 0.2%, to $321.47 million from $320.8 million; partially offset by
|
•
|
A net decrease in straight-line rent and other non-cash adjustments to rent of $790,000 in the first three months of 2020 as compared to the first three months of 2019;
|
•
|
A net decrease of $2.9 million relating to properties sold in the first three months of 2020 and throughout 2019 that were reported in continuing operations; and
|
•
|
A net decrease of $1.27 million relating to the aggregate of (i) rental revenue from properties (145 properties comprising 2.9 million square feet) that were available for lease during part of 2020 or 2019, (ii) rental revenue for eight properties under development, and (iii) lease termination settlements. In aggregate, the revenues for these items totaled $5.56 million in the first three months of 2020, compared to $6.83 million in the first three months of 2019.
|
•
|
Base rent increases tied to a consumer price index (typically subject to ceilings);
|
•
|
Percentage rent based on a percentage of the tenants’ gross sales;
|
•
|
Fixed increases; or
|
•
|
A combination of two or more of the above rent provisions.
|
|
Three Months Ended March 31,
|
|
|
$ Increase (Decrease)
|
|||||||
|
2020
|
|
|
2019
|
|
|
|||||
EXPENSES
|
|
|
|
|
|
||||||
Depreciation and amortization
|
$
|
164,585
|
|
|
$
|
137,517
|
|
|
$
|
27,068
|
|
Interest
|
75,925
|
|
|
70,020
|
|
|
5,905
|
|
|||
Property (excluding reimbursable)
|
5,240
|
|
|
4,289
|
|
|
951
|
|
|||
Property (reimbursable)
|
20,366
|
|
|
17,347
|
|
|
3,019
|
|
|||
General and administrative (1)
|
20,964
|
|
|
15,108
|
|
|
5,856
|
|
|||
Income taxes
|
2,763
|
|
|
1,445
|
|
|
1,318
|
|
|||
Provisions for impairment
|
4,478
|
|
|
4,672
|
|
|
(194
|
)
|
|||
Total expenses
|
$
|
294,321
|
|
|
$
|
250,398
|
|
|
$
|
43,923
|
|
Total revenue (2)
|
393,975
|
|
|
337,018
|
|
|
|
|
|||
General and administrative expenses as a percentage of total revenue (1)(2)
|
4.4
|
%
|
|
4.5
|
%
|
|
|
|
|||
Property expenses (excluding reimbursable) as a percentage of total revenue (2)
|
1.3
|
%
|
|
1.3
|
%
|
|
|
|
|
Three Months Ended March 31,
|
|
|||||
|
2020
|
|
|
2019
|
|
||
Interest on our credit facility, term loans, notes, mortgages and interest rate swaps
|
$
|
72,196
|
|
|
$
|
66,976
|
|
Credit facility commitment fees
|
948
|
|
|
938
|
|
||
Amortization of debt origination and deferred financing costs
|
2,748
|
|
|
2,172
|
|
||
Loss on interest rate swaps
|
686
|
|
|
678
|
|
||
Amortization of net mortgage premiums
|
(354
|
)
|
|
(354
|
)
|
||
Amortization of net note premiums
|
(244
|
)
|
|
(292
|
)
|
||
Other items
|
(55
|
)
|
|
(98
|
)
|
||
Interest expense
|
$
|
75,925
|
|
|
$
|
70,020
|
|
|
|
|
|
||||
Credit facility, term loans, mortgages and notes
|
|
|
|
||||
Average outstanding balances (dollars in thousands)
|
$
|
7,858,024
|
|
|
$
|
6,752,789
|
|
Average interest rates
|
3.61
|
%
|
|
3.98
|
%
|
•
|
Revolving credit facility outstanding borrowings of $615.2 million was 2.1%;
|
•
|
Term loans outstanding of $500.0 million (excluding deferred financing costs of $849,000) was 2.5%;
|
•
|
Mortgages payable of $406.7 million (excluding net premiums totaling $2.6 million and deferred financing costs of $1.2 million on these mortgages) was 4.9%;
|
•
|
Notes and bonds payable of $6.0 billion (excluding net unamortized original issue premiums of $6.2 million and deferred financing costs of $34.3 million) was 3.8%; and
|
•
|
Combined outstanding notes, bonds, mortgages, term loan and revolving credit facility borrowings of $7.6 billion (excluding all net premiums and deferred financing costs) was 3.6%.
|
|
Three Months Ended March 31,
|
|
|||||
|
2020
|
|
|
2019
|
|
||
Total provisions for impairment
|
$
|
4.5
|
|
|
$
|
4.7
|
|
Number of properties:
|
|
|
|
||||
Classified as held for sale
|
8
|
|
|
—
|
|
||
Classified as held for investment
|
1
|
|
|
—
|
|
||
Sold
|
7
|
|
|
11
|
|
|
Three Months Ended
March 31,
|
|
|||||
|
2020
|
|
|
2019
|
|
||
Number of properties sold
|
17
|
|
|
19
|
|
||
Net sales proceeds
|
$
|
126.2
|
|
|
$
|
22.5
|
|
Gain on sales of real estate
|
$
|
38.5
|
|
|
$
|
7.3
|
|
|
Three Months Ended March 31,
|
|
|
% Increase
|
||||||
|
2020
|
|
|
2019
|
|
|
||||
Net income available to common stockholders
|
$
|
146.8
|
|
|
$
|
110.9
|
|
|
32.4
|
%
|
Net income per share (1)
|
$
|
0.44
|
|
|
$
|
0.37
|
|
|
18.9
|
%
|
|
Three Months Ended March 31,
|
|
||||
|
2020
|
|
2019
|
|
||
Net income
|
$
|
147,143
|
|
$
|
111,230
|
|
Interest
|
75,925
|
|
70,020
|
|
||
Loss on extinguishment of debt
|
9,819
|
|
—
|
|
||
Income taxes
|
2,763
|
|
1,445
|
|
||
Depreciation and amortization
|
164,585
|
|
137,517
|
|
||
Executive severance charge (1)
|
3,463
|
|
—
|
|
||
Provisions for impairment
|
4,478
|
|
4,672
|
|
||
Gain on sales of real estate
|
(38,506
|
)
|
(7,263
|
)
|
||
Foreign currency and derivative losses, net
|
1,564
|
|
—
|
|
||
Quarterly Adjusted EBITDAre
|
$
|
371,234
|
|
$
|
317,621
|
|
|
|
|
||||
Net Debt
|
$
|
7,493,810
|
|
$
|
7,012,430
|
|
Annualized Adjusted EBITDAre (2)
|
$
|
1,484,936
|
|
$
|
1,270,484
|
|
Net Debt/Adjusted EBITDAre
|
5.0
|
|
5.5
|
|
|
Three Months Ended March 31,
|
|
|
% Increase
|
||||||
|
2020
|
|
|
2019
|
|
|
||||
FFO available to common stockholders
|
$
|
277.1
|
|
|
$
|
245.7
|
|
|
12.8
|
%
|
FFO per share (1)
|
$
|
0.82
|
|
|
$
|
0.81
|
|
|
1.2
|
%
|
|
Three Months Ended March 31,
|
|
|||||
|
2020
|
|
|
2019
|
|
||
Net income available to common stockholders
|
$
|
146,827
|
|
|
$
|
110,942
|
|
Depreciation and amortization
|
164,585
|
|
|
137,517
|
|
||
Depreciation of furniture, fixtures and equipment
|
(126
|
)
|
|
(155
|
)
|
||
Provisions for impairment
|
4,478
|
|
|
4,672
|
|
||
Gain on sales of real estate
|
(38,506
|
)
|
|
(7,263
|
)
|
||
FFO adjustments allocable to noncontrolling interests
|
(154
|
)
|
|
(38
|
)
|
||
FFO available to common stockholders
|
$
|
277,104
|
|
|
$
|
245,675
|
|
FFO allocable to dilutive noncontrolling interests
|
369
|
|
|
—
|
|
||
Diluted FFO
|
$
|
277,473
|
|
|
$
|
245,675
|
|
|
|
|
|
||||
FFO per common share, basic and diluted
|
$
|
0.82
|
|
|
$
|
0.81
|
|
|
|
|
|
||||
Distributions paid to common stockholders
|
$
|
233,824
|
|
|
$
|
204,546
|
|
FFO available to common stockholders in excess of distributions paid to common stockholders
|
$
|
43,280
|
|
|
$
|
41,129
|
|
Weighted average number of common shares used for computation per share:
|
|
|
|
||||
Basic
|
336,624,567
|
|
|
303,528,336
|
|
||
Diluted
|
337,439,634
|
|
|
303,819,878
|
|
|
Three Months Ended March 31,
|
|
|
% Increase
|
||||||
|
2020
|
|
|
2019
|
|
|
||||
AFFO available to common stockholders
|
$
|
297.2
|
|
|
$
|
248.7
|
|
|
19.5
|
%
|
AFFO per share (1)
|
$
|
0.88
|
|
|
$
|
0.82
|
|
|
7.3
|
%
|
|
Three Months Ended March 31,
|
|
||||
|
2020
|
|
2019
|
|
||
Net income available to common stockholders
|
$
|
146,827
|
|
$
|
110,942
|
|
Cumulative adjustments to calculate FFO (1)
|
130,277
|
|
134,733
|
|
||
FFO available to common stockholders
|
277,104
|
|
245,675
|
|
||
Executive severance charge (2)
|
3,463
|
|
—
|
|
||
Loss on extinguishment of debt
|
9,819
|
|
—
|
|
||
Amortization of share-based compensation
|
3,742
|
|
2,764
|
|
||
Amortization of deferred financing costs (3)
|
1,360
|
|
1,040
|
|
||
Amortization of net mortgage premiums
|
(354
|
)
|
(354
|
)
|
||
Loss on interest rate swaps
|
686
|
|
678
|
|
||
Straight-line payments from cross-currency swaps (4)
|
723
|
|
—
|
|
||
Leasing costs and commissions
|
(138
|
)
|
(323
|
)
|
||
Recurring capital expenditures
|
—
|
|
(56
|
)
|
||
Straight-line rent
|
(7,782
|
)
|
(4,862
|
)
|
||
Amortization of above and below-market leases
|
6,430
|
|
4,114
|
|
||
Other adjustments (5)
|
2,170
|
|
58
|
|
||
AFFO available to common stockholders
|
$
|
297,223
|
|
$
|
248,734
|
|
AFFO allocable to dilutive noncontrolling interests
|
376
|
|
—
|
|
||
Diluted AFFO
|
$
|
297,599
|
|
$
|
248,734
|
|
|
|
|
||||
AFFO per common share, basic and diluted
|
$
|
0.88
|
|
$
|
0.82
|
|
|
|
|
||||
Distributions paid to common stockholders
|
$
|
233,824
|
|
$
|
204,546
|
|
|
|
|
||||
AFFO available to common stockholders in excess of distributions paid to common stockholders
|
$
|
63,399
|
|
$
|
44,188
|
|
Weighted average number of common shares used for computation per share:
|
|
|
||||
Basic
|
336,624,567
|
|
303,528,336
|
|
||
Diluted
|
337,439,634
|
|
303,819,878
|
|
(1)
|
See reconciling items for FFO presented under “Funds from Operations Available to Common Stockholders (FFO).”
|
(2)
|
The executive severance charge represents the incremental costs incurred upon our former CFO's departure in March 2020, consisting of $1.6 million of cash, $1.8 million of share-based compensation expense and $58,000 of professional fees.
|
•
|
Of 6,525 properties;
|
•
|
With an occupancy rate of 98.5%, or 6,428 properties leased and 97 properties available for lease;
|
•
|
Doing business in 51 separate industries;
|
•
|
Located in 49 U.S. states, Puerto Rico and the U.K.;
|
•
|
With approximately 106.0 million square feet of leasable space;
|
•
|
With a weighted average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately 9.2 years; and
|
•
|
With an average leasable space per property of approximately 16,245 square feet; approximately 11,960 square feet per retail property and 224,499 square feet per industrial property.
|
Percentage of Rental Revenue (excluding reimbursable) by Industry
|
|||||||||||||||||||||||
|
For the
Quarter Ended
March 31, 2020
|
|
|
|
For the Years Ended
|
||||||||||||||||||
|
|
|
Dec 31,
2019
|
|
|
|
Dec 31,
2018
|
|
|
|
Dec 31,
2017
|
|
|
|
Dec 31,
2016
|
|
|
|
Dec 31,
2015
|
|
|
||
U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aerospace
|
0.7
|
%
|
|
|
0.8
|
%
|
|
|
0.8
|
%
|
|
|
0.9
|
%
|
|
|
1.0
|
%
|
|
|
1.1
|
%
|
|
Apparel stores
|
1.2
|
|
|
|
1.1
|
|
|
|
1.3
|
|
|
|
1.6
|
|
|
|
1.9
|
|
|
|
2.0
|
|
|
Automotive collision services
|
1.0
|
|
|
|
1.1
|
|
|
|
0.9
|
|
|
|
1.0
|
|
|
|
1.0
|
|
|
|
1.0
|
|
|
Automotive parts
|
1.7
|
|
|
|
1.6
|
|
|
|
1.7
|
|
|
|
1.3
|
|
|
|
1.3
|
|
|
|
1.4
|
|
|
Automotive service
|
2.2
|
|
|
|
2.3
|
|
|
|
2.2
|
|
|
|
2.2
|
|
|
|
1.9
|
|
|
|
1.9
|
|
|
Automotive tire services
|
2.0
|
|
|
|
2.2
|
|
|
|
2.4
|
|
|
|
2.6
|
|
|
|
2.7
|
|
|
|
2.9
|
|
|
Beverages
|
2.0
|
|
|
|
2.3
|
|
|
|
2.5
|
|
|
|
2.7
|
|
|
|
2.6
|
|
|
|
2.7
|
|
|
Child care
|
2.4
|
|
|
|
2.3
|
|
|
|
1.7
|
|
|
|
1.8
|
|
|
|
1.9
|
|
|
|
2.0
|
|
|
Consumer appliances
|
*
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.6
|
|
|
Consumer electronics
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
Consumer goods
|
0.6
|
|
|
|
0.6
|
|
|
|
0.7
|
|
|
|
0.8
|
|
|
|
0.9
|
|
|
|
0.9
|
|
|
Convenience stores
|
11.9
|
|
|
|
11.9
|
|
|
|
11.2
|
|
|
|
9.6
|
|
|
|
8.7
|
|
|
|
9.2
|
|
|
Crafts and novelties
|
0.7
|
|
|
|
0.6
|
|
|
|
0.7
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
Diversified industrial
|
0.6
|
|
|
|
0.7
|
|
|
|
0.8
|
|
|
|
0.9
|
|
|
|
0.9
|
|
|
|
0.8
|
|
|
Dollar stores
|
8.0
|
|
|
|
7.3
|
|
|
|
7.5
|
|
|
|
7.9
|
|
|
|
8.6
|
|
|
|
8.9
|
|
|
Drug stores
|
9.0
|
|
|
|
9.0
|
|
|
|
10.2
|
|
|
|
10.9
|
|
|
|
11.2
|
|
|
|
10.6
|
|
|
Education
|
0.2
|
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
Electric utilities
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
Entertainment
|
0.2
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
Equipment services
|
0.4
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
0.6
|
|
|
|
0.5
|
|
|
Financial services
|
1.9
|
|
|
|
2.1
|
|
|
|
2.3
|
|
|
|
2.4
|
|
|
|
1.8
|
|
|
|
1.7
|
|
|
Food processing
|
0.8
|
|
|
|
0.6
|
|
|
|
0.5
|
|
|
|
0.6
|
|
|
|
1.1
|
|
|
|
1.2
|
|
|
General merchandise
|
2.9
|
|
|
|
2.5
|
|
|
|
2.3
|
|
|
|
2.0
|
|
|
|
1.8
|
|
|
|
1.7
|
|
|
Government services
|
0.7
|
|
|
|
0.8
|
|
|
|
0.9
|
|
|
|
1.0
|
|
|
|
1.1
|
|
|
|
1.2
|
|
|
Grocery stores
|
5.0
|
|
|
|
4.9
|
|
|
|
5.0
|
|
|
|
4.4
|
|
|
|
3.1
|
|
|
|
3.0
|
|
|
Health and beauty
|
0.2
|
|
|
|
0.3
|
|
|
|
0.2
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
Health and fitness
|
7.2
|
|
|
|
7.5
|
|
|
|
7.4
|
|
|
|
7.5
|
|
|
|
8.1
|
|
|
|
7.7
|
|
|
Health care
|
1.6
|
|
|
|
1.4
|
|
|
|
1.5
|
|
|
|
1.4
|
|
|
|
1.5
|
|
|
|
1.7
|
|
|
Home furnishings
|
0.9
|
|
|
|
0.7
|
|
|
|
0.8
|
|
|
|
0.9
|
|
|
|
0.8
|
|
|
|
0.9
|
|
|
Home improvement
|
2.9
|
|
|
|
3.0
|
|
|
|
3.0
|
|
|
|
2.6
|
|
|
|
2.5
|
|
|
|
2.4
|
|
|
Machinery
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
Motor vehicle dealerships
|
1.5
|
|
|
|
1.9
|
|
|
|
1.9
|
|
|
|
2.1
|
|
|
|
1.9
|
|
|
|
1.6
|
|
|
Office supplies
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
Other manufacturing
|
0.6
|
|
|
|
0.6
|
|
|
|
0.7
|
|
|
|
0.8
|
|
|
|
0.8
|
|
|
|
0.7
|
|
|
Packaging
|
1.0
|
|
|
|
1.0
|
|
|
|
1.1
|
|
|
|
1.0
|
|
|
|
0.8
|
|
|
|
0.8
|
|
|
Paper
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
Pet supplies and services
|
0.7
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
0.7
|
|
|
Restaurants - casual dining
|
3.2
|
|
|
|
3.2
|
|
|
|
3.2
|
|
|
|
3.8
|
|
|
|
3.9
|
|
|
|
3.8
|
|
|
Restaurants - quick service
|
6.0
|
|
|
|
6.2
|
|
|
|
5.7
|
|
|
|
5.1
|
|
|
|
4.9
|
|
|
|
4.2
|
|
|
Shoe stores
|
0.2
|
|
|
|
0.3
|
|
|
|
0.5
|
|
|
|
0.6
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
Sporting goods
|
0.8
|
|
|
|
0.9
|
|
|
|
1.1
|
|
|
|
1.4
|
|
|
|
1.6
|
|
|
|
1.8
|
|
|
Telecommunications
|
0.5
|
|
|
|
0.5
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
0.7
|
|
|
Theaters
|
6.3
|
|
|
|
6.3
|
|
|
|
5.5
|
|
|
|
5.0
|
|
|
|
4.9
|
|
|
|
5.1
|
|
|
Transportation services
|
4.2
|
|
|
|
4.6
|
|
|
|
5.0
|
|
|
|
5.4
|
|
|
|
5.5
|
|
|
|
5.4
|
|
|
Wholesale clubs
|
2.5
|
|
|
|
2.7
|
|
|
|
3.0
|
|
|
|
3.3
|
|
|
|
3.6
|
|
|
|
3.8
|
|
|
Other
|
0.1
|
|
|
|
0.1
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
Total U.S.
|
97.3
|
%
|
|
|
98.7
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
U.K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Grocery stores
|
2.7
|
|
|
|
1.3
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Health care
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Theaters
|
*
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Total U.K.
|
2.7
|
%
|
|
|
1.3
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Totals
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
*
|
Less than 0.1%
|
Property Type
|
Number of
Properties
|
Approximate
Leasable
Square Feet (1)
|
Rental Revenue for the
Quarter Ended
March 31, 2020 (2)
|
|
Percentage of
Rental Revenue
|
|
|
Retail
|
6,348
|
75,922,800
|
$
|
328,627
|
|
84.1
|
%
|
Industrial
|
119
|
26,715,400
|
41,887
|
|
10.7
|
|
|
Office
|
43
|
3,175,700
|
13,642
|
|
3.5
|
|
|
Agriculture
|
15
|
184,500
|
6,716
|
|
1.7
|
|
|
Totals
|
6,525
|
105,998,400
|
$
|
390,872
|
|
100.0
|
%
|
(1)
|
Includes leasable building square footage. Excludes 3,300 acres of leased land categorized as agriculture at March 31, 2020.
|
(2)
|
Includes rental revenue for all properties owned at March 31, 2020. Excludes revenue of $919 from sold properties and rental revenue (reimbursable) of $20,366.
|
Tenant
|
Number of
Leases
|
|
% of Rental
Revenue (1)
|
|
Walgreens
|
250
|
|
6.0
|
%
|
7-Eleven
|
403
|
|
4.7
|
%
|
Dollar General
|
764
|
|
4.4
|
%
|
FedEx
|
41
|
|
4.0
|
%
|
Dollar Tree / Family Dollar
|
550
|
|
3.4
|
%
|
LA Fitness
|
58
|
|
3.4
|
%
|
AMC Theatres
|
34
|
|
2.9
|
%
|
Regal Cinemas (Cineworld)
|
42
|
|
2.9
|
%
|
Wal-Mart / Sam's Club
|
54
|
|
2.5
|
%
|
Sainsbury's
|
16
|
|
2.4
|
%
|
Lifetime Fitness
|
16
|
|
2.4
|
%
|
Circle K (Couche-Tard)
|
283
|
|
1.9
|
%
|
BJ's Wholesale Clubs
|
15
|
|
1.8
|
%
|
CVS Pharmacy
|
88
|
|
1.6
|
%
|
Treasury Wine Estates
|
17
|
|
1.6
|
%
|
Super America (Marathon)
|
161
|
|
1.6
|
%
|
Kroger
|
22
|
|
1.6
|
%
|
GPM Investments / Fas Mart
|
206
|
|
1.4
|
%
|
TBC Corp
|
159
|
|
1.2
|
%
|
Home Depot
|
19
|
|
1.2
|
%
|
Totals
|
3,198
|
|
53.1
|
%
|
(1)
|
Excludes rental revenue (reimbursable). Amounts for each tenant are calculated independently; therefore, the individual percentages may not sum to the total.
|
Total Portfolio(1)
|
|||||||||
|
Expiring
Leases
|
Approx.
Leasable
Sq. Feet
|
|
Rental Revenue for
the Quarter Ended
March 31, 2020
|
|
% of
Rental
Revenue
|
|
||
Year
|
Retail
|
Non-Retail
|
|||||||
2020
|
126
|
8
|
1,701,400
|
|
$
|
5,890
|
|
1.5
|
%
|
2021
|
330
|
15
|
3,880,100
|
|
14,236
|
|
3.7
|
|
|
2022
|
413
|
22
|
8,911,000
|
|
21,353
|
|
5.4
|
|
|
2023
|
551
|
23
|
10,288,700
|
|
31,905
|
|
8.2
|
|
|
2024
|
419
|
16
|
7,097,100
|
|
22,941
|
|
5.9
|
|
|
2025
|
457
|
18
|
7,805,000
|
|
28,238
|
|
7.2
|
|
|
2026
|
329
|
4
|
5,187,800
|
|
17,853
|
|
4.6
|
|
|
2027
|
563
|
6
|
7,303,300
|
|
24,528
|
|
6.3
|
|
|
2028
|
442
|
14
|
10,394,400
|
|
26,899
|
|
6.9
|
|
|
2029
|
524
|
6
|
8,983,200
|
|
27,951
|
|
7.2
|
|
|
2030
|
254
|
14
|
4,950,100
|
|
23,147
|
|
5.9
|
|
|
2031
|
323
|
25
|
6,297,900
|
|
29,007
|
|
7.4
|
|
|
2032
|
135
|
4
|
3,799,400
|
|
15,045
|
|
3.9
|
|
|
2033
|
283
|
3
|
3,683,900
|
|
18,304
|
|
4.7
|
|
|
2034
|
317
|
1
|
4,441,900
|
|
27,743
|
|
7.1
|
|
|
2035-2045
|
861
|
5
|
9,273,100
|
|
54,963
|
|
14.1
|
|
|
Totals
|
6,327
|
184
|
103,998,300
|
|
$
|
390,003
|
|
100.0
|
%
|
(1)
|
The lease expirations for leases under construction are based on the estimated date of completion of those projects. Excludes revenue of $869 from expired leases, $919 from sold properties, and $20,366 of rental revenue (reimbursable) at March 31, 2020. Leases on our multi-tenant properties are counted separately in the table above.
|
Location
|
Number of Properties
|
|
Percent Leased
|
|
Approximate Leasable
Square Feet
|
Rental Revenue
for the Quarter Ended
March 31, 2020 (1)
|
|
Percentage of Rental
Revenue
|
|
|
Alabama
|
228
|
|
98
|
%
|
2,148,700
|
$
|
7,883
|
|
2.0
|
%
|
Alaska
|
3
|
|
100
|
|
274,600
|
536
|
|
0.1
|
|
|
Arizona
|
153
|
|
100
|
|
2,085,300
|
8,821
|
|
2.3
|
|
|
Arkansas
|
102
|
|
100
|
|
1,183,200
|
3,562
|
|
0.9
|
|
|
California
|
230
|
|
99
|
|
6,598,300
|
34,206
|
|
8.8
|
|
|
Colorado
|
100
|
|
96
|
|
1,582,900
|
6,025
|
|
1.5
|
|
|
Connecticut
|
21
|
|
90
|
|
1,378,200
|
2,862
|
|
0.7
|
|
|
Delaware
|
19
|
|
100
|
|
101,400
|
690
|
|
0.2
|
|
|
Florida
|
432
|
|
98
|
|
4,697,800
|
21,186
|
|
5.4
|
|
|
Georgia
|
300
|
|
98
|
|
4,612,100
|
14,622
|
|
3.7
|
|
|
Idaho
|
14
|
|
93
|
|
103,200
|
436
|
|
0.1
|
|
|
Illinois
|
296
|
|
98
|
|
6,396,500
|
22,580
|
|
5.8
|
|
|
Indiana
|
204
|
|
99
|
|
2,565,600
|
10,389
|
|
2.7
|
|
|
Iowa
|
46
|
|
96
|
|
2,472,400
|
4,424
|
|
1.1
|
|
|
Kansas
|
122
|
|
96
|
|
2,256,800
|
6,307
|
|
1.6
|
|
|
Kentucky
|
93
|
|
100
|
|
1,826,100
|
5,347
|
|
1.4
|
|
|
Louisiana
|
139
|
|
96
|
|
1,917,100
|
6,254
|
|
1.6
|
|
|
Maine
|
27
|
|
100
|
|
277,800
|
1,473
|
|
0.4
|
|
|
Maryland
|
38
|
|
100
|
|
1,494,000
|
6,477
|
|
1.7
|
|
|
Massachusetts
|
59
|
|
95
|
|
942,800
|
4,554
|
|
1.2
|
|
|
Michigan
|
215
|
|
100
|
|
2,583,400
|
9,185
|
|
2.3
|
|
|
Minnesota
|
173
|
|
98
|
|
2,355,400
|
11,132
|
|
2.8
|
|
|
Mississippi
|
183
|
|
98
|
|
1,985,000
|
5,782
|
|
1.5
|
|
|
Missouri
|
188
|
|
96
|
|
3,023,000
|
9,780
|
|
2.5
|
|
|
Montana
|
12
|
|
100
|
|
89,100
|
504
|
|
0.1
|
|
|
Nebraska
|
62
|
|
98
|
|
866,100
|
2,365
|
|
0.6
|
|
|
Nevada
|
24
|
|
96
|
|
1,196,900
|
2,153
|
|
0.6
|
|
|
New Hampshire
|
14
|
|
100
|
|
321,500
|
1,418
|
|
0.4
|
|
|
New Jersey
|
78
|
|
99
|
|
1,222,600
|
6,869
|
|
1.8
|
|
|
New Mexico
|
60
|
|
100
|
|
504,200
|
1,995
|
|
0.5
|
|
|
New York
|
136
|
|
99
|
|
2,964,000
|
16,895
|
|
4.3
|
|
|
North Carolina
|
202
|
|
100
|
|
3,334,500
|
11,455
|
|
2.9
|
|
|
North Dakota
|
8
|
|
100
|
|
126,900
|
359
|
|
0.1
|
|
|
Ohio
|
342
|
|
98
|
|
6,716,700
|
17,414
|
|
4.5
|
|
|
Oklahoma
|
191
|
|
98
|
|
2,377,600
|
8,237
|
|
2.1
|
|
|
Oregon
|
29
|
|
100
|
|
624,300
|
2,565
|
|
0.7
|
|
|
Pennsylvania
|
224
|
|
100
|
|
2,272,300
|
10,766
|
|
2.8
|
|
|
Rhode Island
|
3
|
|
100
|
|
158,000
|
815
|
|
0.2
|
|
|
South Carolina
|
179
|
|
97
|
|
1,811,000
|
8,373
|
|
2.1
|
|
|
South Dakota
|
23
|
|
96
|
|
258,500
|
710
|
|
0.2
|
|
|
Tennessee
|
260
|
|
99
|
|
3,850,400
|
11,975
|
|
3.1
|
|
|
Texas
|
803
|
|
100
|
|
11,557,200
|
43,308
|
|
11.0
|
|
|
Utah
|
23
|
|
100
|
|
949,700
|
2,374
|
|
0.6
|
|
|
Vermont
|
1
|
|
100
|
|
65,500
|
191
|
|
*
|
|
|
Virginia
|
218
|
|
99
|
|
3,312,800
|
10,798
|
|
2.8
|
|
|
Washington
|
50
|
|
98
|
|
913,400
|
3,879
|
|
1.0
|
|
|
West Virginia
|
36
|
|
100
|
|
528,100
|
1,749
|
|
0.4
|
|
|
Wisconsin
|
127
|
|
98
|
|
3,062,100
|
8,102
|
|
2.1
|
|
|
Wyoming
|
9
|
|
100
|
|
63,900
|
369
|
|
0.1
|
|
|
Puerto Rico
|
4
|
|
100
|
|
28,300
|
149
|
|
*
|
|
|
U.K.
|
22
|
|
100
|
|
1,961,200
|
10,572
|
|
2.7
|
|
|
Totals\Average
|
6,525
|
|
98
|
%
|
105,998,400
|
$
|
390,872
|
|
100.0
|
%
|
*
|
Less than 0.1%
|
(1)
|
Includes rental revenue for all properties owned at March 31, 2020. Excludes revenue of $919 from sold properties and $20,366 of tenant reimbursement revenue.
|
Year of Maturity
|
Fixed rate
debt
|
|
Weighted average rate
on fixed rate debt
|
|
Variable rate
debt
|
|
Weighted average rate
on variable rate debt
|
|
||
2020
|
$
|
332.6
|
|
3.20
|
%
|
$
|
—
|
|
—
|
%
|
2021
|
68.8
|
|
5.61
|
|
—
|
|
—
|
|
||
2022
|
1,061.8
|
|
3.43
|
|
—
|
|
—
|
|
||
2023
|
770.6
|
|
4.64
|
|
615.2
|
|
1.10
|
|
||
2024
|
712.1
|
|
3.97
|
|
—
|
|
—
|
|
||
Thereafter
|
4,002.1
|
|
3.80
|
|
—
|
|
—
|
|
||
Totals (1)
|
$
|
6,948.0
|
|
3.84
|
%
|
$
|
615.2
|
|
1.10
|
%
|
Fair Value (2)
|
$
|
6,918.7
|
|
|
$
|
615.2
|
|
|
(1)
|
Excludes net premiums recorded on mortgages payable, net original issuance premiums recorded on notes payable and deferred financing costs on mortgages payable, notes payable, and term loans. At March 31, 2020, the unamortized balance of net premiums on mortgages payable is $2.6 million, the unamortized balance of net original issuance premiums on notes payable is $6.2 million, and the balance of deferred financing costs on mortgages payable is $1.2 million, on notes payable is $34.3 million, and on term loans is $849,000.
|
(2)
|
We base the estimated fair value of the publicly-traded fixed rate senior notes and bonds at March 31, 2020 on the indicative market prices and recent trading activity of our senior notes and bonds payable. We base the estimated fair value of our fixed rate and variable rate mortgages and private senior notes payable at March 31, 2020 on the relevant forward interest rate curve, plus an applicable credit-adjusted spread. We believe that the carrying value of the credit facility balance and term loans balance reasonably approximate their estimated fair values at March 31, 2020.
|
•
|
A complete or partial closure of, or other operational limitations or issues at, properties operated by our tenants resulting from government action (including quarantine, shelter-in-place or similar orders requiring that people remain in their homes) or tenant action;
|
•
|
Reduced economic activity, the deterioration in our or our tenants’ ability to operate in affected areas and any delays in the supply of products or services to our tenants may impact certain of our tenants’ businesses, results of operations, financial condition and liquidity and may cause certain of our tenants to be unable to meet their obligations to us in full, or at all, and to seek, whether through negotiation, restructuring or bankruptcy, reductions or deferrals in their rent payments and other obligations to us or early termination of their leases;
|
•
|
We may experience difficulties in leasing, selling or redeveloping vacant properties or renewing expiring or terminated leases on terms we consider acceptable, or at all;
|
•
|
We may experience difficulty accessing the bank lending, capital markets and other financial markets on attractive terms, or at all, and a severe disruption or instability in the national or global financial markets or deterioration in credit and financing conditions may adversely affect our cost of capital, our access to capital to acquire additional properties necessary to grow our business and to fund our business operations, our ability to pay dividends on our common stock, our ability to pay the principal of and interest on our indebtedness and our other liabilities on a timely basis, and our tenants’ ability to fund their business operations and meet their obligations to us and others;
|
•
|
The financial impact of the COVID-19 pandemic, could negatively impact our credit ratings, the interest rates on our borrowings, and, if the COVID-19 pandemic continues for an extended period of time, our future compliance with financial covenants under our credit facility and other debt instruments, which could result in a default and potentially an acceleration of indebtedness, any of which could negatively impact our ability to make additional borrowings under our revolving credit facility or incur other indebtedness, and pay dividends on our common stock and to pay the principal of and interest on our indebtedness and our other obligations when due;
|
•
|
The impact of the COVID-19 pandemic on the market value of our properties may require that we incur impairment charges, asset write-downs or similar charges;
|
•
|
The impact on the ability of our employees, including members of our management team or board of directors, to fulfill their duties to us as a result of the COVID-19 pandemic, either as a result of measures taken to limit its spread or as a result of infection; and
|
•
|
A general decline in business activity and demand for real estate transactions could adversely affect our ability to grow our portfolio of properties.
|
•
|
We have instructed all of our employees to work remotely;
|
•
|
We have suspended all non-essential travel worldwide for our employees; and
|
•
|
We have suspended employee attendance at industry events and in-person work-related meetings.
|
•
|
49,156 shares of stock, at a weighted average price of $73.63, in January 2020;
|
•
|
26,206 shares of stock, at a weighted average price of $78.79, in February 2020; and
|
•
|
8,021 shares of stock, at a weighted average price of $50.22, in March 2020.
|
Exhibit No.
|
|
Description
|
Articles of Incorporation and Bylaws
|
||
2.1
|
|
|
2.2
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
3.6
|
|
|
3.7
|
|
|
3.8
|
|
|
3.9
|
|
|
3.10
|
|
|
3.11
|
|
|
3.12
|
|
|
3.13
|
|
|
Instruments defining the rights of security holders, including indentures
|
||
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
|
4.15
|
|
|
4.16
|
|
|
4.17
|
|
|
4.18
|
|
|
4.19
|
|
|
4.20
|
|
|
4.21
|
|
|
4.22
|
|
|
4.23
|
|
|
4.24
|
|
|
4.25
|
|
|
4.26
|
|
|
Material Contracts
|
||
10.1
|
|
|
Certifications
|
||
*31.1
|
|
|
*31.2
|
|
|
*32
|
|
|
Interactive Data Files
|
||
*101
|
|
The following materials from Realty Income Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 formatted in Inline Extensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
*104
|
|
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline Extensible Business Reporting Language.
|
* Filed herewith.
|
|
REALTY INCOME CORPORATION
|
|
|
Date: May 5, 2020
|
/s/ SEAN P. NUGENT
|
|
Sean P. Nugent
|
|
Interim Principal Financial Officer and Treasurer
|
|
(Principal Accounting Officer)
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 5, 2020
|
|
/s/ SUMIT ROY
|
|
|
Sumit Roy
|
|
|
President, Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
Date: May 5, 2020
|
|
/s/ SEAN P. NUGENT
|
|
|
Sean P. Nugent
|
|
|
Interim Principal Financial Officer and Treasurer
|
(i)
|
the accompanying quarterly report on Form 10-Q of the Company for the quarter ended March 31, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Act”); and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ SUMIT ROY
|
|
|
Sumit Roy
|
|
|
President, Chief Executive Officer
|
|
|
/s/ SEAN P. NUGENT
|
|
|
Sean P. Nugent
|
|
|
Interim Principal Financial Officer and Treasurer
|