Realty Income Corporation (O) Earnings Call Transcript & Summary

February 21, 2024

New York Stock Exchange US Real Estate Retail REITs earnings 64 min

Earnings Call Speaker Segments

Steve Bakke

executive
#1

We appreciate everyone being with us for Realty Income's call covering how we performed in the fourth quarter. Sumit Roy, our President and Chief Executive Officer, will walk through the results, alongside Jonathan Pong, who serves as Chief Financial Officer and Treasurer. As part of this call, certain remarks we make could fall under the definition of forward-looking statements per federal securities laws. Outcomes that the Company actually experiences down the road might vary substantially from anything addressed in those forward-looking statements; the factors behind such variances will be laid out more thoroughly in the Company's Form 10-K. Throughout the Q&A segment, we'll hold to a limit of two questions per person so that everybody gets a chance to take part. Should you wish to pose more questions, you're welcome to get back into the queue. At this point I'll hand things over to Sumit Roy, our CEO.

Sumit Roy

executive
#2

Appreciate that, Steve, and greetings to all of you. Looking at what we delivered in Q4 and across all of 2023, you can see the unique platform value Realty Income has built — something that distinguishes us as a real estate partner for the world's top businesses. During the year, we hit several milestones demonstrating the benefits that come from our size, our scale, and our relationships. To start, we set a company record for annual investment volume at the property level, completing over $9.5 billion in high-quality, diversified investments spanning eight countries through 271 individual transactions, with a weighted average cash yield of 7.1%. The year ended with an especially active fourth quarter, during which we closed $2.7 billion in investments at a 7.6% weighted average cash yield. Among the quarter's highlights was a $527 million sale leaseback transaction involving Decathlon — a sporting goods retailer ranked among the highest investment-grade rated in the world — spanning properties across Germany, France, Spain, Italy and Portugal. Despite choppy conditions in the capital markets, our fourth-quarter investment spread came in at about 115 basis points, and for all of 2023 it landed near 120 basis points. We hit those figures while maintaining our full commitment to real estate quality and dependable cash flow — a reflection of how seasoned our team is and how attractive sophisticated sellers find our platform as a counterparty. Second, over the year we gained a foothold in the data center sector via a build-to-suit development joint venture alongside Digital Realty; and we cultivated fresh relationships with blue-chip partners including Blackstone and the EG Group by way of large-scale investments, among them the $950 million investment for a 21.9% stake in the Bellagio and the $1.5 billion sale leaseback involving primarily Cumberland Farm convenience stores. Third, on top of the achievements I just mentioned, in October we also announced the $9.3 billion merger with Spirit Realty Capital in an all-stock transaction, which closed after year-end on January 23. Looking at how those results shaped our performance, we achieved AFFO per share of $4 for 2023. That works out to roughly a 7% total operational return across the year, and what matters is that this, when paired with the Spirit merger, sets us up to offer a strong earnings growth story in 2024. With the Spirit merger having closed last month, plus the significant debt and equity capital we raised at appealing prices during December and January—something Jonathan will walk through in greater detail—we believe we're positioned well for solid growth in 2024. For 2024, we've introduced AFFO per share guidance spanning $4.13 to $4.21 per share, which represents a 4.3% annual growth rate at the midpoint. We're confident we can hit that growth figure while avoiding any new issuance of public stock. When you factor in the dividend as well, that leaves us set to produce a total operational return above 10% at the middle of our guidance range, using the closing price for our common shares on February 20, 2024 as the reference point. In addition to the Spirit deal at $9.3 billion, our 2024 acquisitions guidance sits at about $2 billion, and we anticipate funding that fully by combining cash our portfolios generate internally — which after dividend payments now exceeds $800 million on an annualized basis — with roughly $605 million in unsettled ATM proceeds, and also our $3.7 billion in cash plus unused capacity under our revolving credit facility at year-end. Even though we continue to source and evaluate strong investment opportunities, we remain very selective, deploying capital solely into appealing risk-adjusted return opportunities that meet our near-term and long-term investment spread requirements. Looking at the $2 billion we originally projected for investment volume, about 50% of that ought to come through as development financing, and we've already pinpointed most of it. Again, from an investment perspective, the attractive return profile we have for 2024 comes with minimal execution risk, so we can afford to remain patient, disciplined, and opportunistic regarding how we deploy capital. That being said, our platform lets us shift rapidly back toward expansion if the market turns, just as we demonstrated at the height of the pandemic. We're going to remain careful with how we put money to work, because that's how our investors get the risk-adjusted returns they deserve. But we also want to keep driving home the point that nobody is set up better than we are to seize the really attractive opportunities that will come along over time. Start with the net lease real estate sector, which is fragmented — the potential to roll it up is massive. We figure the total addressable market in the U.S. and Europe, counting both traditional net lease and newer categories such as data centers and gaming, comes to $14 trillion. Then there's our track record: we've proven we know how to put capital to work. Since we came out of 2020, the pandemic year, we've deployed at least $9 billion in each of the past three years, and that figure includes public M&A. Over that stretch, our AFFO per share has climbed at a yearly rate of roughly 6%, and stockholders have seen a total operational return of about 10% annually. As we look ahead to 2024 and later, we expect to hit comparable goals this year for both capital deployment and AFFO per share growth. We're particularly excited about the chance to play a meaningful role in sectors such as data centers and gaming, where we can secure solid initial yields alongside appealing contractual rent escalators. And third, thanks to the Spirit merger, our access to capital markets is stronger because our publicly-listed stock now trades more heavily — averaging over $400 million in daily volume since the Spirit transaction was announced. That places us among the top 150 members of the S&P 500. Over that same period, it's over seven times what our net lease peers average, which means we're in an even stronger position to finance the business efficiently and without disruption via our ATM equity program. Fourth, as time goes on, our real estate holdings grow more diversified, made up of properties leased to relationship clients who are among the top companies globally in their fields. A broader blend of such customers gives our platform greater stability, and as a result, our monthly dividend payments continue to rise. Finally, our platform's strength is a key differentiator. We leverage our expertise while holding ownership of over 15,400 properties globally, the Spirit portfolio included. We've completed more than 5,900 lease resolutions since 1996, and the lessons from those are integrated into analytical AI tools that provide valuable insights, enabling us to identify acquisition opportunities with greater accuracy and optimize returns from our existing assets. Now, turning to our key operational highlights for Q4: approximately $2.7 billion in investment activity was allocated to high-quality investments, carrying a weighted average cash yield near 7.6%. On the international side, we concluded $1.1 billion in overall investment volume, with a weighted average cash yield of 7.8%. We put money into 119 distinct deals, including 29 sale leaseback arrangements that added up to $884 million. Across the full year, our investments reached $9.5 billion, and 35% of that originated outside the US, highlighting the strength of our platform's global footprint. Within the Q4 total was a loan made to ASDA stores in the UK carrying a 10.9% yield.

Sumit Roy

executive
#3

This loan is secured by ownership stakes and real estate that includes grocery stores and supermarkets, and it was provided through a sale leaseback deal with ASDA. Also, fourth quarter volume reflected the $650 million preferred equity investment in the Bellagio JV with Blackstone that we announced earlier, which carries an 8.1% yield. Much like the ASDA loan investment, the Bellagio preferred equity investment came alongside investment in high-quality real estate. With both investments, being able to provide clients a broader range of capital solutions gave us access to high-quality net lease real estate investments at better risk adjusted returns than we could have obtained otherwise; these deals act as models for upcoming sale leaseback transactions. Additionally, during the fourth quarter, we completed our first investment in a data center development JV with Digital Realty. That initial $200 million investment equals an 80% equity stake in the venture and should produce a 6.9% initial cash yield, 2% annual rent escalators, and a long-term triple-net lease with an S&P 100 investment grade client once finished. Moving to portfolio operations, same-store rent increased 2.6% in the fourth quarter and 1.9% for the year, helped partly by lower net bad debt expense versus the prior year. On a normalized basis, our contractual rent growth is roughly 1.5% annually given the current makeup of our portfolio. That figure is higher by more than 50 basis points compared with only five years ago and stems from a deliberate effort by our team to drive improved organic growth. We stay dedicated to moving this growth rate upward over time through our intentional underwriting approach. Our thorough asset management work produced a recapture rate of 103.6% for the quarter and 104.1% for the year, excluding the effect of the Cineworld bankruptcy. At year-end, occupancy stood at 98.6%, down 20 basis points from the previous quarter because of anticipated client move outs. I'll now hand it over to Jonathan, who will provide additional detail on the quarter.

Jonathan Pong

executive
#4

Thanks, Sumit. During Q4 we had a busy stretch in the capital markets, raising $1.6 billion of equity at a weighted average price of $56.25. Counting what happened after year-end, we now have roughly $605 million of forward equity still outstanding that can help fund part of our 2024 equity needs. Add to that more than $800 million in yearly free cash flow we'll have once the Spirit merger is done, and we can cover every bit of our equity requirements under the $2 billion investments guidance without going back to the public equity markets for the rest of 2024. That's also before any capital recycling from dispositions, which we anticipate exceeding the $116 million of volume we closed in 2023. As Sumit said earlier, the midpoint of our AFFO per share guidance works out to 4.3% annual growth and bakes in just $2 billion of investments volume, with close to half of that already reflected in our development pipeline. On the debt side, we took risk off our 2024 maturity schedule by issuing about $2.2 billion of bonds across a 45-day window, starting with our GBP 750 million sterling notes deal in December and finishing with our US$1.25 billion offering that closed last month. Together, those two deals produce a weighted average tenure of roughly 10.2 years and a weighted average yield to maturity of roughly 5.5%. In the near term, these two deals let us fund the business under our current investment outlook without any need to access the debt capital markets in 2024, which we see as a prudent move given the ongoing instability that's been present in the capital markets for the past two years. Longer term strategic reasons also drove this decision. After our first euro offerings in the summer of 2023, we think these deals further support our firm commitment to keeping investor diversification across our multi currency debt platform, while pushing out future debt repayment risk into years where we have significant capacity. Last month we also used the first of two one-year extension options we hold on our $1.1 billion multi currency term loan that we put in place in January of 2023. Alongside that extension, we signed a two-year floating to fixed interest rate swap that effectively locked in a fixed rate of about 4.85% on this principle until it matures in January 2026. When the Spirit merger closed, we also took on $1.3 billion of term loan debt from Spirit, plus $1.3 billion in existing floating to fixed interest rate swaps, giving us an effective weighted average fixed rate of 3.9% on that debt. Out of this term loan principal, $800 million comes due in 2025 and $500 million comes due in 2027. Turning to the important credit figures as we closed out the year, we ended with net debt to annualized pro form EBITDA at 5.5x, which matches the leverage ratio we were aiming for, and that figure leaves out the $605 million in forward equity still outstanding that we have at our disposal right now. Fixed charge coverage came in at 4.7x at year-end, marking our highest point in 2023, helped by stronger investment yields during the fourth quarter as well as fewer short-term borrowings outstanding at a lower cost; looking at 2024, we do expect a $45 million rise in annualized non-cash interest expense that we anticipate recognizing from amortization of below market debt on the Spirit debt we took on. Keep in mind this non-cash interest expense adjustment brings down the annual FFO per share run rate by roughly $0.05 per share, though it does not show up in AFFO, which is the main explanation for why our initial FFO and AFFO guidance ranges sit tighter together than they did in 2023; we should note that purchase price accounting adjustments remain underway for the merger, so straight line rents and FAS 141 adjustments stemming from the merger will probably drive FFO upward once they are finalized, and we will revise our FFO guidance at that point. Naturally, these are non-cash adjustments with no effect on AFFO. Going forward, I want to echo Sumit's opening remarks regarding how little we depend on the capital markets to finance our growth in 2024. When it comes to liquidity, we see our near-term capital availability as a strength after our bond yield last month, we entered the remainder of 2024 with about $4 billion of liquidity at year-end, variable rate debt making up under 5% of our total debt capital stack, and no capital market execution risk when it comes to funding our growth for the rest of 2024. With that, I'll hand things back to Sumit for closing remarks.

Sumit Roy

executive
#5

Thank you, Jonathan. Before we wrap up, I want to express my deep appreciation to Ron Merriman for the valuable contributions he has made to Realty Income on our Board of Directors over the last 19 years. Ron's leadership, his guidance, and his mentorship have meant so much, and he has our heartfelt gratitude. I'd also like to give a warm welcome to Jeff Jacobson, who is coming onto our Board. Everyone here at Realty Income is excited to gain from Jeff's perspective, shaped by his time as former CEO of LaSalle Investment Management, one of the premier global real estate asset management firms in the world, and by the role he holds today as Chairman of the Board of Cadillac Fairview Corporation. To close, our 2023 results highlight the many paths to growth available to us across the global commercial real estate industry, whether through one-off and portfolio acquisitions, a range of asset types, corporate sale leasebacks, development and joint venture partnerships, or public M&A opportunities. The strength of our platform, our team, and our relationships lets us pursue some or all of these sourcing avenues at the same time as opportunities come up. During 2023, we closed five transactions larger than $500 million, and two of those exceeded $1 billion, not counting the Spirit merger; these are deals Realty Income was uniquely positioned to complete thanks to our size, our scale, and our global access to capital. These distinct competitive advantages help us act as real estate partner to the world's leading companies at a scale that has no equal. Beyond that, we believe that acting as capital provider to a diverse spectrum of clients, each a leader in its respective industry, advances our core mission of delivering dependable monthly dividends that grow over time. At this point, we'll open the line for questions.

Michael Goldsmith

analyst
#6

Good afternoon, and thanks a lot for fielding my question. To start, I'd like to ask about the guidance you've given for acquisitions. As the year gets underway, you've got $2 billion of deals in the pipeline. From what you're saying, it sounds like roughly half of those are already within sight. That means only about $1 billion of that total carries real execution risk over the course of the year. So what factors would have to shift in order for that figure to rise later in the year? Would it be interest rates? Would it be new opportunities that present themselves? Or would it be your own ability to close transactions — along the lines of what you pulled off with the Bellagio through preferred equity, or the loan involving ASDA? What could drive that figure upward, and how might it increase as the year goes on?

Sumit Roy

executive
#7

Thanks for asking, Michael. Much of it comes down to exactly what you described. When you examine the current market and the cap rate picture, the changes we've observed haven't kept pace with shifts in the cost of capital. So our business plan essentially takes the position that these two factors, which lie outside our control, won't factor into how we achieve the 4.3% growth and the more than 10% total return growth. That explains how we arrived at the figures we provided. Should cap rates move, we'd be at the front of the queue to capitalize on it. And if interest rates began declining—which would lower our cost of capital—we'd be the first to respond. Our goal was to present a business plan that doesn't depend on capital markets for funding, along with a target we all feel extremely confident we can hit, and possibly surpass. Should conditions shift—say, rates begin declining and so on—that would work in our favor regarding what we pay for capital. My sense is that plenty of the discussions we're engaged in are still happening; what's stalled isn't the dialogue itself, but rather how the market views where the reservation price ought to land, and that's what has to adjust. This could occur if cap rates shift, or if our cost of capital improves. At this point, we're quite sure when we say the strategy we've set out carries almost no risk at all, and we're able to produce a return above 10% without needing to push hard in the market. That, essentially, is the reasoning behind what we've introduced.

Michael Goldsmith

analyst
#8

No, that helps, Sumit. So, as I think about what I want to ask next—and this isn't intended to be about '24—there's still a lot for us to work through on that front. So it isn't really specifically about '25; it's more about the thinking around whether conditions remain in a roughly similar range to where they sit today, where almost no deals are getting done. The M&A market remains pretty murky, and you've moved ahead anyway. You've locked in growth for '24 through an acquisition. How would you think about—how would you think about navigating a multi—potentially multi-year stretch of murkiness? Yeah, right. How do you plan to navigate a multi-year murky environment, if that turns out to be the case?

Sumit Roy

executive
#9

So Michael, the reason I believe cap rates haven't moved is that the market is volatile. If it were obvious that, hey, this cost of capital situation will remain at these elevated levels for the next three years, then guess what? Cap rates would change, would shift, and sellers would be more willing to transact right now; the ten-year was at 4.2% toward the end of last year, dropped to 3.75% in January, and then it went back up to 4.2%. In that sort of environment, you have sellers saying they expect the Fed will start cutting interest rates later this year. They figure it can wait another six to seven months. So why complete a deal in this environment now? And I think that accounts for the hesitation and the lack of the broad cap rate movement you'd expect if people were to accept that this cost of capital environment has been permanently impaired. So in the scenario you've laid out, if that became the norm and if everyone were to accept that, hey, for the next three years, the cost of capital environment won't change, I truly believe transactions will come back. I truly believe cap rates will move far more than they have so far. And yes, we'll be first in line to take advantage of that.

Joshua Dennerlein

analyst
#10

Thanks for making room for me. I just had one item about the development funding. When that money goes to work, how should we think about the NOI it produces? Is it the case that NOI or a return arrives only after the project wraps up? Or is there some return flowing in while the capital is being drawn down for that development?

Jonathan Pong

executive
#11

Josh, it's Jonathan here. Since the answer truly shifts from one lease to another, here's a way to frame it. When we handle a development takeout, it's clear-cut: the funds go out once the project is complete, those assets come to us, rent kicks in, and there's essentially no gap. With a development build-to-suit, we're providing money throughout the process. That carries somewhat more nuance, since the economics we're owed aren't fully landing in your hands as we disburse this funding; even so, on the accounting side, what carries it through to the income statement is basically our cost of short-term debt. So when you're modeling it, the tidiest approach, as I see it, is simply to presume that once you observe us developing and putting capital to work, that's the point where the yield starts, since that will hold true in most situations.

Sumit Roy

executive
#12

Yeah, with Josh's question — the bulk of what's in that pipeline consists of takeouts. What we're doing, in effect, is signing a forward contract. No capital goes out while those assets are under development; then, after development wraps up and the certificate of occupancy comes through, that's the moment we buy the asset. And clearly, rent starts flowing right then — so that's the way to view the development pipeline.

Joshua Dennerlein

analyst
#13

Thanks for all those details. Perhaps one additional question about development. How should we be thinking about it — when you consider your willingness to bring in new assets, what's your take on development? Will you push harder into this area? Development offers stronger yields compared with plain acquisitions. I'm just wondering.

Sumit Roy

executive
#14

Correct; for us, Josh, development is simply one more instrument in our toolkit for generating growth. We already have relationships with clients. Those clients have ambitious growth strategies. They approach us saying, look, we're partnering with a certain developer. Would you want to earn somewhat better yields than the market rate would be if this asset were on the market right now? And would you put your balance sheet behind us to support our expansion? That's a piece of how our development pipeline gets built, since the idea is that the return achievable from development ought to exceed whatever is possible in the deals market if that property were up and running at full capacity today; that was the underlying logic. Clearly, though, you may notice certain yields we've reported for these developments came in a bit under what we could achieve through acquisitions, which mostly reflects how fast the cost of capital picture shifted along with the changes that occurred on the cap rate front, yet as cost of capital moves lower, that too will show up as a benefit to what the markets will look like. So, for example, the kinds of deals we're signing right now in development will reflect today's yield conditions. And should cost of capital get better — say 12 months out, or up to 18 months out — by the time those assets are completed, you ought to observe a favorable gap between development yields and the cap rates being traded in the market at that point. So truly, this is one more instrument. It will never become the biggest piece of our operations, yet it absolutely is an instrument that, if we intend to see ourselves as real estate partners to top-tier operators, we should likewise extend to our clients so they can expand their operations.

Joshua Dennerlein

analyst
#15

Understood. Let me try to squeeze in one final question, if that's alright. My apologies for that. I realize your guidance sits at just $2 billion, but considering the wider pipeline you have, would you say there are plenty of portfolio deals available? I mean, larger transactions? I realize those take time to finalize. I'm just a bit curious.

Sumit Roy

executive
#16

Josh, I believe I attempted to give a hint about that during the previous discussion, when someone inquired about what you're observing and what's behind the market's movement. What I can say is that we keep having numerous discussions with our clients, and the sticking point is the price at which they're prepared to transact. That's precisely where the disconnect lies. So it isn't as though we've abruptly stopped engaging with our clients; in fact, we recently talked with one of our biggest clients a couple of weeks back, and the point where things essentially stalled was the gap between their cap rate expectations and what we would require in order to produce the spreads necessary for us to complete the deal. That's the nature of the discussions we're having; and obviously, looking at what we accomplished last year, over five transactions exceeded $500 million in size, with two of them surpassing $1 billion in size. That's what we're capable of delivering. That's what we can offer. And that's exactly what our clients require — big solutions for big problems. So yes, once the spigots open and our cost of capital meets this reservation price, we'll be in a position to capitalize on it and expand our pipeline, just as we managed to do across the last three years.

Nate Crossett

analyst
#17

I just have a question regarding the pipeline, leaving out development. I'm curious whether you've been able to get anything across the finish line in Q1 yet. If so, what sort of pricing were you able to achieve? Then my second one: the occupancy guidance landed a bit beneath where we sit today, so maybe you could provide some color on that? And which items currently sit on the watch list that we should be keeping an eye on?

Sumit Roy

executive
#18

Hi, Nate. I'm not going to start handing out cap rates for assets we've already closed in the first quarter. Suffice it to say that we did complete deals during the first quarter; that lines up with comments we've made before. Cap rates have moved, indeed. You'll see that once our first quarter numbers come out, though the movement in cap rates isn't as wide as we'd like. It fails to reflect what's occurred when it comes to the cost of capital. So — but yes, our flow business keeps going. And we're being much more selective so that our spreads aren't given up just to chase volume. And we're helped by coming into this year with a business plan that lets us do that. On occupancy, we've said it will be above 98%. A lot of these were expected — at lease expiration, these were expected vacancies. And we have — our tendency is to guide toward this low 98% occupancy. One thing that distinguishes our business a bit from what you might see with the other — with certain other peers of ours is that we actually like keeping some of our vacant properties, when we get the chance to reposition those properties and create more economic value. I know that for a good while, over the last six quarters, we were close to that 99%, which wasn't normal for us — it dipped to 3.75% in January. But we're very comfortable if we believe we can generate more economic value that exceeds the carry cost of some of those vacant properties by repositioning them, and so forth, we're very comfortable doing that. So the way to think about how we run our business is that the normal occupancy level should live in this 98.5% ZIP code; that 1.5% is vacancy we need to be able to execute on the plans I just outlined.

Brad Heffern

analyst
#19

Sumit, could you discuss how appealing Europe looks at the moment compared with the U.S.? My sense is that you don't find anything particularly appealing on the whole, but in Europe at least, the cost of debt is better?

Sumit Roy

executive
#20

Yes, Brad, that's a great question. What I'd say is that the volume of transactions is considerably lower even in Europe, once again because of that disconnect between buyers and sellers and what each side needs in order to keep a transaction moving forward. That said, though, pockets of opportunity are showing up, particularly in the UK, where our view is that deals can still be completed even in this environment. So that, combined with the fact that our cost of debt is meaningfully lower in Europe by 110, 120 basis points, means we keep hunting for opportunities. But low volume isn't something unique to the U.S. It applies across all the geographies where we operate.

Brad Heffern

analyst
#21

Then, Jonathan, given that extra revenue from Spirit arrived without much added G&A, I figured we'd see a bigger drop this year in G&A as a percentage of revenue than the guidance implied. So is something else at play that's preventing that number from falling further?

Jonathan Pong

executive
#22

Brad, when you're sitting in mid-February, there's invariably a healthy dose of conservatism baked into line items of that sort. From a resource perspective, we grew substantially during the back half of 2023, and the full annualized impact of that will show up. On the synergy side with Spirit, it remains too soon to say what will ultimately be attainable, but across the first month or so — actually less than that — of ownership, everything is coming in better than our expectations on synergies. And remember, on a cash basis, we anticipated $30 million of synergies against a $40 million annualized cash G&A load. So we're hopeful, but understand, we're working to build a platform. We're working to sharpen particular parts of the business, but with all that's happening, we're genuinely working to resource all of our groups to build this moat, so to speak, that can endure for a long time. So that brings with it some investment in areas such as technology and in people. That's truly what's driving that.

Haendel St. Juste

analyst
#23

Morning, everyone. My first question concerns the investment spreads. I believe you had previously laid out expectations calling for at least a 200 basis point spread on new investments relative to your cost of capital, which is far higher than what was seen last year, I think. So I'm curious: first, does that 200 basis points remain your minimum required spread? And if it does, how can you get there now, given that your cost of capital looks to be somewhere in the 6s? And if some of your free cash flow has to be used for that, how are you weighing the required return on that slice of your capital too?

Sumit Roy

executive
#24

Haendel, thanks for the question. A few points. I've picked up a few remarks regarding free cash flow. We will produce more than $800 million of free cash flow. When you consider our $2 billion of acquisition guidance, that accounts for 40% of the total volume. And on a leverage-neutral basis, that accounts for 60% of the total capital. So being able to generate 200 basis points on free cash flow means, in fact, you can do deals at 2% cap rates and still generate 200 basis points. But clearly, that isn't how we view our business; and incidentally, the 200 basis points we managed to achieve, I'd say roughly 3 years ago now, 2.5 years ago, came in an environment where our cost of capital was vastly different from what it is now. And generating 200 basis points wasn't all that hard. On average, since we began tracking spreads, we've consistently stated that the average spread has been 150 basis points. We also want to be clear that there will be periods such as last year and the fourth quarter of last year and all of last year when we did 120 basis points, when you assemble a pipeline against a particular backdrop with respect to your cost of capital and the cap rates at which you're entering into a contract. And when you close, if your cost of capital environment shifts and you're permanently financing it at that moment, that's exactly what happened throughout last year. We had a very strong pipeline and we were signing contracts expecting not necessarily 200 basis points, but definitely 150 basis points and at times considerably more than that. But by the time we actually permanently financed the transaction, the cost of capital environment had changed. And one more point: if you look at the cost of permanent financing that we ultimately put in place in 2023, what we locked in, in terms of spread, was nearer to 140 basis points; it was 136 basis points, I believe. We're a lot nearer to the typical level that we've seen ever since we started monitoring this specific metric. Yet I simply want to confirm that if the assumption is that in every deal we do, we'll aim to secure 200 basis points, that isn't the way we approach pursuing deals. We also employ a bar build strategy, and there could be deals that are exactly the right investment for us. And should it generate just 100 basis points, we believe that on a risk-adjusted return basis, that represents the right profile for that investment, and we're at ease completing that specific investment. However, we will always aim to offset it with deals that carry a 200 basis point profile. Yet that volatility, or that range of spreads in this volatile environment, is extremely hard to forecast, and that's why we are — we've introduced the plan that we have, which — even in this environment, we can still deliver more than 10% without needing to depend on the acquisition market.

Haendel St. Juste

analyst
#25

Thanks for that. Let me make sure I understand — it doesn't sound like 200 basis points is the floor you're after, which seems somewhat different from what I believe we discussed a few months back. Moving on, my next question concerns what's assumed in the guidance around credit loss and bringing the Spirit portfolio into the fold. Could you speak to that a bit?

Sumit Roy

executive
#26

Things are going quite smoothly with the integration; the deal closed on the 23rd. We remain quite enthusiastic about the portfolio we've taken on. Through this deal, we brought on 8 individuals from Spirit permanently; and we have 7 individuals working with us temporarily to support the integration effort across the coming 6 to 9 months; as for the portfolio itself, nothing has caught us off guard by — now that we hold this asset and the group of clients we're exposed to, we haven't had any unwelcome surprises on any front. A few pleasant surprises have come up regarding settlements with certain clients where the result came in somewhat better than expected. Still, I'd caution that it remains too soon to draw conclusions; and that's partly why our underwriting was quite conservative. And what we communicated to the market, we felt quite confident about achieving. But we've also noted that it was conservative, and there is potential upside, which we're hoping materializes. Should that happen, we'll pass that along to you at a later point.

Haendel St. Juste

analyst
#27

Question (Haendel St. Juste): Understood; however, could you put a number on the credit loss potential that's baked into the guidance, or offer anything further on it?

Sumit Roy

executive
#28

The one thing we're able to tell you, Haendel, is that the range we've provided to you already accounts for whatever credit loss the Spirit portfolio and/or our own portfolio might produce.

Spenser Allaway

analyst
#29

With so few deals getting done at the moment, particularly relative to the last few years, where should time and effort really be going? I realize your portfolio is enormous, but setting aside day-to-day asset management, I'm wondering whether this stretch of quiet, so to speak, is a chance to start underwriting markets or asset classes you haven't entered yet?

Sumit Roy

executive
#30

All of the above, Spenser. Look — you've watched us for quite some time, I believe. Our search for ways to expand the portfolio never stops, and we never stop exploring less conventional routes to boosting earnings. That remains a huge priority for us going into 2024. You're completely correct that when you have to take on another 2,000 assets along with 400 new clients — not every one of them new, but 400 clients arriving from Spirit — there will be a meaningful amount of asset and capital recycling we'd also like to pursue, and the team is heavily concentrated on that, working to capitalize on the window we have to lean toward playing a bit of defense instead of offense. That said, though, my own view is that the acquisitions landscape is capable of shifting, and shifting quite rapidly; therefore the remainder of the team, the investment team, keeps getting in front of clients, keeps holding conversations, keeps finding creative ways we might serve as a solution for our clients. So even with the $2 billion of guidance, I can tell you a great deal of effort lies ahead, possibly exceeding what we did last year when it comes to building the right tools, building the right efficiencies — everything we've kind of had to deprioritize because the investment environment has been so robust across the last three years. My sense is that all of it will show up in a far more scalable business, and we'll gladly share some of that once we deploy it and truly begin capturing some of those scale advantages.

Spenser Allaway

analyst
#31

All right, that's great. Is there a date you're aiming for to work through the Spirit portfolio — I mean, in terms of identifying possible disposition candidates and that sort of thing? Have you set a target date for getting through that portfolio?

Sumit Roy

executive
#32

No specific date is what we're waiting on. Clearly, there are priority assets we've flagged that we don't consider core to the portfolio as a whole; those are already being marketed. Beyond that, we're sifting through the remaining portfolio so we can keep feeding our capital recycling program for 2024. So no particular target date exists, though we'd be glad to give you more detail on that during the first quarter earnings, at which point we'll have had control of this portfolio for roughly 2 months and 10 days.

Smedes Rose

analyst
#33

I'd like to revisit a point from your opening remarks about fitting additional growth opportunities into your leases. I believe you said that figure is 50 basis points higher than it was five years ago. My question, as you address this, is whether the quality — or perhaps the credit quality — of the client shifts depending on how well you can push through larger escalators. It seems as though a client with better quality or stronger credit would hold more leverage to push back against those sorts of changes, but I'd be curious if you might expand on that a bit.

Sumit Roy

executive
#34

Certainly. Smedes, your instinct is correct. When it comes to retail here in the U.S., once you begin speaking with investment-grade clients in the retail sector, on retail boxes, that sign long-term leases, and so forth, getting them to agree to what would be viewed as market growth rates is extremely hard. So it's the ones that are typically BBB, BBB minus and below investment grade; those clients are the ones you can assist in generating internal growth; but let me state plainly that the 50 basis points of increase did not come from moving further down the credit spectrum in retail, but rather from broadening into other asset types whose growth profile differs from that of retail assets; so which steps did we take? Clearly, we entered industrial in a significant way. Even with investment-grade clients, industrials usually have. And at a certain point, I believe nearly all of our clients on the industrial side were investment grade. As we've grown and matured as a company, that is no longer true. But they as well typically offered 2%, 2.5% growth; so that was among the forces behind the shift in the growth profile. The next one was moving into new asset types such as data centers, such as gaming. Those also generally carry a stronger internal growth profile. And the largest factor in all of this is really the international business, where we do uncover considerable growth even in retail with investment-grade clients. So you may remember that we had — our first transaction was a $0.5 billion sale leaseback with one of the UK's biggest grocers, and its growth profile went far beyond what can be achieved here in the U.S. So it's a mix of all these elements, different asset types, international, which has enabled us to raise our internal growth from roughly 1% to roughly 1.5%, and a major focus of our business will remain how we take this profile and increase it by another 50 basis points, perhaps more, so that dependence on external acquisitions keeps getting reduced.

Smedes Rose

analyst
#35

All right, that's really useful. And then I wanted to ask you something quickly. I believe you sort of mentioned this already, but you noted that you'll be recycling capital, over $160 million, which is what you did during 2023; and that's simply due to the fact that you likely have additional non-core assets pinpointed from the Spirit acquisition. So that would — that is what's probably pushing that figure higher, perhaps compared with where it has stood historically?

Sumit Roy

executive
#36

Yeah. I think one thing we said was that you ought to anticipate a larger figure than the $116 million we achieved in 2023. Regarding what the number actually is, we'll be able to tell you about it on our first quarter earnings call in May.

Eric Borden

analyst
#37

I'm just wondering whether you might describe the kinds of possibilities that exist right now when it comes to the credit lending platform; and which sorts of tenant credit across which industries are you going after at present?

Sumit Roy

executive
#38

Eric, our view of the credit business centers on being able to serve as a single destination for our customers. These are customers with whom we've previously completed conventional sale-leaseback deals, who need to keep expanding their real estate holdings; and when a gap appears, like the one we observed during the prior year, between what a sale leaseback could deliver in yield terms and what you might earn by taking a far more secured position on a balance sheet while still collecting 300, or perhaps even greater, basis points of yield on investments, everybody comes out ahead — both us and our customers. And they'd far prefer to work with a party they know and already have a relationship with, and we're able to provide additional products of this kind to them while improving the economics on our transactions. That is genuinely what will propel the credit portion of our business. That said, it spans every area. I believe we've mentioned making a credit investment in gaming together with Blackstone. We've mentioned making an investment involving one of the biggest grocers in the UK. Once again, these are the sort of examples you ought to keep seeing. But we will be extremely selective about whom we extend credit to, since that simply isn't a core part of what we do.

Eric Borden

analyst
#39

That helps. Then I had just one thing I wanted to ask regarding free cash flow; concerning the $800 million plus in anticipated free cash flow for 2024, is income that might be produced by keeping cash in a money market account part of that guidance?

Jonathan Pong

executive
#40

Eric, everything is in there; so within our AFFO guidance, to start with, all of those results, when we are holding cash as we have been, where we are unrelenting and attempting to obtain as much as we can possibly get while it is available. That carries through into FFO. And then, clearly, you must subtract, for the dividend, which essentially equals the free cash flow.

Linda Tsai

analyst
#41

Could you walk us through the pluses and minuses on both the bottom and top ends of your AFFO per share guidance?

Jonathan Pong

executive
#42

Linda, regarding the bottom end at 413, that's a pretty harsh scenario. It basically requires believing short-term rates will keep climbing, which they have — we lack a crystal ball, yet wild things have occurred. That case likewise presumes acquisitions basically stop, so you'd figure the $2 billion comes in well below that figure. On credit losses, I'd say we baked in an extremely conservative amount there that we view as highly unlikely to occur, though it is captured from a bad debt standpoint. There are additionally specific cost items — leasing commissions, property expenses that don't get reimbursed within G&A. You always want to budget for a few unpleasant surprises there. Then for the top end, it envisions a situation where both the macro backdrop and the cost of capital picture get better, and we can achieve considerably more on investment volume. It further implies spreads remain at 150 and above. Bad debt expense would sit nearer to our historical company norm, roughly 40 basis points of rent once you factor in the pandemic. Excluding the pandemic, we'd likely be nearer to 25 basis points. And it would probably presume a superior result for certain identified credits within the combined portfolio that, naturally, we adopted an extremely harsh assumption on while constructing the base case for guidance. It also presumes that our short-term rate mix — be it euro commercial paper, sterling denominated revolver borrowings, or USCP, which tends to cover every exposure — tilts perhaps somewhat further toward the European side. Currently, indicative ECP rates sit in the low 4% range. U.S. indicative rates sit in the mid-5s, and then sterling is at 6%, not on the CP side but on the revolver side; so all these variables must land at the bottom and top ends for us to get to those scenarios.

Linda Tsai

analyst
#43

That's quite useful. For my follow-up, looking at what's currently in your pipeline, how much of it is U.S.-based and how much is from other countries?

Sumit Roy

executive
#44

So, on the non-development portion, which came to $1.2 billion, we can't really say. A portion has been identified, though many are conversations taking place in the U.S. as well as abroad. When you consider our activity from last year, 65% happened domestically while 35% took place internationally. Given how tiny that figure is, things might shift. From the talks we're having now, the international portion could end up considerably larger than the domestic one, though it's premature to say, Linda. Historically speaking, the split has mostly fallen within 30% to 40% international against 70% to 60%, or 60% to 70%, for the U.S. Under normal conditions, that's the pattern we'd anticipate.

Alec Feygin

analyst
#45

So I've got a question about income taxes. For the entire year, the rise from 2023 compared to the prior year came to roughly 15%. And when you look at the midpoint of the guidance, it suggests an increase of about 35% year-over-year for 2024. Could you give us a bit more detail about what's behind such a big jump in income taxes?

Jonathan Pong

executive
#46

Alec, this mostly comes down to how our international business works. The way taxes hit that income is mainly in the UK. To start with, even though we're a company domiciled in the U.S. and we own 100% of the UK entity, we still face certain withholding taxes over there. What we've done to offset that involves interest expense on intercompany loans and other methods for bringing taxable income down, and the effective tax rate on that NOI sits at roughly 11%. But the growth you're seeing compared with a year ago is essentially just a result of the expanding platform and portfolio we hold overseas, which has now passed $9 billion. So it makes sense that with the UK in particular expanding, that income tax line item begins climbing year-over-year. This is something we clearly factor in when we underwrite and when the investment committee reviews deals. It obviously plays a role in our long-term IRR underwriting, and that's really what drives the investment decision in most instances. So it's a cost we already know about, and it's completely incorporated into how this business model works.

Sumit Roy

executive
#47

Appreciate everyone being here with us right now. We're excited to meet plenty of you at the investor conferences we have coming up in Spain. Thanks. Bye.

Operator

operator
#48

Appreciate it, sir. That brings today's conference call to a close. Thanks to each of you for joining us for today's presentation. You're welcome to disconnect your lines at this point, and enjoy the rest of your day.

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