SAN
DIEGO, Feb. 24, 2025 /PRNewswire/ -- Realty
Income Corporation (Realty Income, NYSE: O), The Monthly Dividend
Company®, today announced operating results for the
three months and year ended December 31,
2024. All per share amounts presented in this press release
are on a diluted per common share basis unless stated
otherwise.
COMPANY HIGHLIGHTS:
For the three months ended December
31, 2024:
- Net income available to common stockholders was $199.6 million, or $0.23 per share
- Adjusted Funds from Operations ("AFFO") per share increased
4.0% to $1.05 per share, compared to
the three months ended December 31,
2023
- Invested $1.7 billion at an
initial weighted average cash yield of 7.1%
- Net Debt to Annualized Pro Forma Adjusted EBITDAre was
5.4x
- Raised $947.8 million from the
sale of common stock, primarily through our At-The-Market (ATM)
program, at a weighted average price of $58.12
- Achieved a rent recapture rate of 107.4% on properties
re-leased
For the year ended December 31,
2024:
- Net income available to common stockholder was $847.9 million, or $0.98 per share
- AFFO increased 4.8% to $4.19 per
share, compared to the year ended December
31, 2023
- Invested $3.9 billion at an
initial weighted average cash yield of 7.4%
- Raised $1.8 billion from the sale
of common stock, primarily through our At-The-Market (ATM) program,
at a weighted average price of $58.33
- Achieved a rent recapture rate of 105.6% on properties
re-leased
Events subsequent to December 31,
2024:
- In February 2025, our Board of
Directors authorized a share repurchase program for up to
$2.0 billion in shares
CEO Comments "I am pleased with our
performance in 2024 as we delivered a 4.8% increase in AFFO per
share, representing our 14th consecutive year
of annual AFFO per share growth," said Sumit Roy, Realty Income's President and Chief
Executive Officer. "Throughout the year, we remained disciplined in
our capital deployment strategy, culminating in a successful fourth
quarter of high-quality investment activity that was prefunded at
attractive investment spreads. Our deep access to capital, global
reach for proprietary acquisition opportunities, and track record
utilizing predictive analytics tools to enhance portfolio
management capabilities represent inherent advantages of our unique
business model. Looking forward, we have positioned our platform
for continued growth and dependable, long-term returns for our
shareholders."
Select Financial Results
The following summarizes our select financial results (dollars
in millions, except per share data):
|
|
Three months
ended
December
31,
|
|
Years
ended
December
31,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Total
revenue
|
|
$
1,340.3
|
|
$
1,076.3
|
|
$
5,271.1
|
|
$
4,079.0
|
Net income available to
common stockholders (1) (2)
|
|
$
199.6
|
|
$
218.4
|
|
$
847.9
|
|
$
872.3
|
Net income per
share
|
|
$
0.23
|
|
$
0.30
|
|
$
0.98
|
|
$
1.26
|
Funds from operations
available to common
stockholders (FFO) (3)
|
|
$
897.9
|
|
$
713.7
|
|
$
3,467.7
|
|
$
2,822.1
|
FFO per
share
|
|
$
1.02
|
|
$
0.98
|
|
$
4.01
|
|
$
4.07
|
Normalized funds from
operations available to
common stockholders (Normalized FFO)
(3)
|
|
$
888.7
|
|
$
723.6
|
|
$
3,564.0
|
|
$
2,836.6
|
Normalized FFO per
share
|
|
$
1.01
|
|
$
1.00
|
|
$
4.12
|
|
$
4.09
|
Adjusted funds from
operations available to common
stockholders (AFFO) (3)
|
|
$
921.9
|
|
$
731.0
|
|
$
3,621.4
|
|
$
2,774.9
|
AFFO per
share
|
|
$
1.05
|
|
$
1.01
|
|
$
4.19
|
|
$
4.00
|
(1)
|
The calculation to
determine net income attributable to common stockholders includes
provisions for impairment, gain on sales of real estate, and
foreign currency gain and loss. These items can vary from quarter
to quarter and can significantly impact net income available to
common stockholders and period to period comparisons.
|
(2)
|
Our financial results
during the three months and year ended December 31, 2024 were
impacted by the following: (i) merger, transaction, and other
costs, net of $(9.2) million and $96.3 million, respectively, and
(ii) provisions for impairment of $143.0 million and $425.8
million, respectively.
|
(3)
|
FFO, Normalized FFO,
and AFFO are non-GAAP financial measures. Normalized FFO is based
on FFO and adjusted to exclude merger, transaction, and other
costs, net and AFFO further adjusts Normalized FFO for unique
revenue and expense items. Please see the Glossary for our
definitions and explanations of how we utilize these metrics.
Please see pages 9 and 10 herein for reconciliations to the
most directly comparable GAAP measure.
|
Dividend Increases
In December 2024, we announced the
109th consecutive quarterly dividend increase, which is
the 128th increase since our listing on the NYSE in
1994. The annualized dividend amount as of December 31, 2024 was $3.168 per share. The amount of monthly
dividends paid per share increased 2.5% to $3.126 in 2024, as compared to $3.051 in 2023, representing 74.6% of our diluted
AFFO per share of $4.19 during
the year ended December 31, 2024.
In February 2025, we announced an
increase in our monthly dividend to $0.268, to be paid in March 2025, which represents a 1.5%
month-on-month increase as compared to the February 2025 dividend of $0.264, and a 4.5% year-on-year increase compared
to the March 2024 dividend of
$0.2565.
Real Estate Portfolio Update
As of December 31, 2024, we owned
or held interests in 15,621 properties, which were leased to 1,565
clients doing business in 89 industries. Our diversified portfolio
of commercial properties under long-term, net lease agreements is
actively managed with a weighted average remaining lease term of
approximately 9.3 years. Our portfolio of commercial real estate
has historically provided dependable rental revenue supporting the
payment of monthly dividends. As of December
31, 2024, portfolio occupancy was 98.7% with 205 properties
available for lease or sale, as compared to 98.7% as of
September 30, 2024 and 98.6% as of
December 31, 2023. Our property-level
occupancy rates exclude properties with ancillary leases only, such
as cell towers and billboards, and properties with possession
pending and include properties owned by unconsolidated joint
ventures. Below is a summary of our portfolio activity for the
periods indicated below:
Changes in Occupancy
Three months ended
December 31, 2024
|
|
Properties available
for lease at September 30, 2024
|
196
|
Lease expirations
(1)
|
286
|
Re-leases to same
client
|
(197)
|
Re-leases to new
client
|
(24)
|
Vacant
dispositions
|
(56)
|
Properties available
for lease at December 31, 2024
|
205
|
|
|
Year ended December
31, 2024
|
|
Properties available
for lease at December 31, 2023
|
193
|
Lease expirations
(1)
|
928
|
Re-leases to same
client
|
(638)
|
Re-leases to new
client
|
(56)
|
Vacant
dispositions
|
(222)
|
Properties available
for lease at December 31, 2024
|
205
|
(1)
|
Includes scheduled and
unscheduled expirations (including leases rejected in bankruptcy),
as well as future expirations resolved in the periods indicated
above.
|
During the three months ended December
31, 2024, the new annualized contractual rent on re-leases
was $52.5 million, as compared to the
previous annual rent of $48.9 million
on the same units, representing a rent recapture rate of 107.4% on
the units re-leased. Please see the Glossary for our definition of
annualized contractual rent.
During the year ended December 31,
2024, the new annualized contractual rent on re-leases was
$184.0 million, as compared to the
previous annual rent of $174.2
million on the same units, representing a rent recapture
rate of 105.6% on the units re-leased.
Investment Summary
The following table
summarizes our investments in the U.S. and Europe for the periods indicated below:
|
Number
of
Properties
|
|
Investment
($ in
millions)
|
|
Leasable
Square
Feet
(in
thousands)
|
|
Initial
Weighted
Average
Cash Yield
(1)
|
|
Weighted
Average
Term
(Years)
|
Three months ended
December 31, 2024
|
|
|
|
|
|
|
|
|
|
Acquisitions - U.S.
real estate
|
200
|
|
$
988.6
|
|
1,165
|
|
6.4 %
|
|
14.1
|
Acquisitions -
Europe real estate
|
33
|
|
327.6
|
|
1,806
|
|
6.8 %
|
|
7.5
|
Total real estate
acquisitions
|
233
|
|
$
1,316.2
|
|
2,971
|
|
6.5 %
|
|
12.4
|
Real estate properties
under development (2)
|
75
|
|
149.4
|
|
4,776
|
|
7.6 %
|
|
14.7
|
Other investments
(3)
|
—
|
|
254.2
|
|
—
|
|
10.1 %
|
|
6.0
|
Total investments
(4)
|
308
|
|
$
1,719.8
|
|
7,747
|
|
7.1 %
|
|
11.3
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, 2024
|
|
|
|
|
|
|
|
|
|
Acquisitions - U.S.
real estate
|
287
|
|
$
1,402.9
|
|
3,535
|
|
6.7 %
|
|
13.9
|
Acquisitions -
Europe real estate
|
62
|
|
1,072.0
|
|
4,263
|
|
7.5 %
|
|
6.9
|
Total real estate
acquisitions
|
349
|
|
$
2,474.9
|
|
7,798
|
|
7.0 %
|
|
10.7
|
Real estate properties
under development (2)
|
197
|
|
757.1
|
|
7,458
|
|
7.4 %
|
|
15.0
|
Other investments
(3)
|
—
|
|
631.7
|
|
—
|
|
8.9 %
|
|
6.0
|
Total investments
(5)
|
546
|
|
$
3,863.7
|
|
15,256
|
|
7.4 %
|
|
10.6
|
(1)
|
Initial Weighted
Average Cash Yield is a supplemental operating measure. Cash Income
used in the calculation of Initial Weighted Average Cash Yield for
investments for the three months and year ended December 31, 2024
includes $0.3 million and $1.5 million, respectively, received as
settlement credits as reimbursement of free rent periods. Please
see the Glossary for our definitions of Initial Weighted Average
Cash Yield and Cash Income.
|
(2)
|
The three months ended
December 31, 2024 includes £36.1 million of Sterling-denominated
investments, €21.2 million of Euro-denominated investments, and
$7.8 million of investments in unconsolidated joint ventures,
converted at the applicable exchange rates on the funding dates.
The year ended December 31, 2024 includes £86.6 million of
Sterling-denominated investments, €60.1 million of Euro-denominated
investments, and $66.5 million of investments in unconsolidated
joint ventures, converted at the applicable exchange rates on the
funding dates.
|
(3)
|
The three months and
year ended December 31, 2024 include £200.0 million and
£500.0 million, respectively, of Sterling-denominated
investments in senior secured notes.
|
(4)
|
Clients we have
invested in are 95.7% retail, 4.2% industrial, and 0.1% other based
on cash income. Approximately 57% of the annualized cash income
generated from acquisitions was from investment grade rated
clients, their subsidiaries or affiliated companies at the date of
acquisition. Please see the Glossary for our definition of
Investment Grade Clients and Cash Income.
|
(5)
|
Clients we have
invested in are 89.9% retail, 8.6% industrial, and 1.5% other based
on cash income. Approximately 38% of the annualized cash income
generated from acquisitions was from investment grade rated
clients, their subsidiaries or affiliated companies at the date of
acquisition.
|
Same Store Rental Revenue
The following
summarizes our same store rental revenue for 13,397 and 11,479
properties under lease for the three months and year ended
December 31, 2024, respectively
(dollars in millions):
|
Three months
ended
December
31,
|
|
Years
ended
December
31,
|
|
%
Increase
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Three
Months
|
|
Year
|
Same store rental
revenue
|
$
992.8
|
|
$
985.2
|
|
$
3,319.1
|
|
$
3,302.4
|
|
0.8 %
|
|
0.5 %
|
For purposes of comparability, same store rental revenue is
presented on a constant currency basis using the applicable
exchange rate as of December 31,
2024. None of the properties in France, Germany, Ireland or Portugal met our Same Store Pool definition
for the periods presented. Beginning with the second quarter of
2024, properties acquired through the merger with Spirit Realty
Capital, Inc. ("Spirit") were considered under each element of
our Same Store Pool criteria, except for the requirement that the
property be owned for the full comparative period. If the property
was owned by Spirit for the full comparative period and each of the
other criteria were met, the property was included in our Same
Store Pool. Accordingly, Spirit properties have been included in
the Same Store Pool for the quarter and have been excluded for the
year-to-date calculation. Please see the Glossary to see
definitions of our Same Store Pool and Same Store Rental
Revenue.
Property Dispositions
The following summarizes
our property dispositions (dollars in millions):
|
Three months
ended
December 31,
2024
|
|
Year
ended
December 31,
2024
|
Properties
sold
|
80
|
|
294
|
Net sales
proceeds
|
$
138.1
|
|
$
589.5
|
Gain on sale of real
estate
|
$
25.0
|
|
$
117.3
|
Liquidity and Capital Markets
Capital Raising
During the three months ended
December 31, 2024, we raised
$947.8 million of proceeds from the
sale of common stock at a weighted average price of $58.12 per share, primarily through the sale of
approximately 16.3 million shares of common stock pursuant to
forward sale agreements through our ATM program. As of
December 31, 2024, there were
approximately 1.8 million shares of unsettled common stock subject
to forward sale agreements through our ATM program, representing
approximately $91.8 million in
expected net proceeds and a weighted average initial gross price of
$53.32 per share. ATM net sale
proceed amounts assume full physical settlement of all outstanding
shares of common stock, subject to such forward sale agreements and
certain assumptions made with respect to settlement dates.
Liquidity
As of December 31, 2024, we had $3.7 billion of liquidity, which consists of cash
and cash equivalents of $445.0
million, unsettled ATM forward equity of $91.8 million, and $3.1
billion of availability under our $4.25 billion unsecured revolving credit
facility, net of $1.1 billion of
borrowing on the revolving credit facility and after deducting
$67.3 million in borrowings under our
commercial paper programs. We use our unsecured revolving credit
facility as a liquidity backstop for the repayment of the notes
issued under our commercial paper programs.
In February 2025, our Board of Directors authorized a share
repurchase program for up to $2.0 billion in shares of our common stock,
which will expire in January 2028.
Repurchases under the repurchase program may be made at
management's discretion from time to time using a variety of
methods, which may include open market purchases, privately
negotiated transactions, Rule 10b5-1 plans or otherwise, all in
accordance with the rules of the SEC and other applicable legal
requirements. The share repurchase program does not obligate us to
acquire any particular amount of common stock, and the repurchase
program may be suspended or discontinued at any time at our
discretion.
Earnings Guidance
Summarized below are approximate
estimates of the key components of our 2025 earnings guidance:
Net income per share
(1)
|
|
|
$1.52 -
$1.58
|
Real estate
depreciation per share
|
|
|
$2.68
|
Other adjustments per
share (2)
|
|
|
$0.02
|
AFFO per share
(3)
|
|
|
$4.22 -
$4.28
|
Same store rent
growth
|
|
|
Approx 1.0%
|
Occupancy
|
|
|
Over 98%
|
Cash G&A expenses
(% of revenues) (4)(5)
|
|
|
Approx 3.0%
|
Property expenses
(non-reimbursable) (% of revenues) (4)
|
|
|
1.4% - 1.7%
|
Income tax
expenses
|
|
|
$80 - $90
million
|
Investment
volume
|
|
|
Approx $4.0
billion
|
|
|
|
|
(1) Net
income per share excludes impairments and future foreign currency
or derivative gains or losses due to the inherent unpredictability
of forecasting these items.
|
(2) Includes
gain on sales of properties and merger, transaction, and other
costs, net.
|
(3) AFFO per
share excludes merger, transaction, and other costs,
net.
|
(4) Revenue
excludes contractually obligated reimbursements by our clients.
Cash G&A expenses exclude stock-based compensation
expense.
|
(5) G&A
expenses inclusive of stock-based compensation expense as a
percentage of rental revenue, excluding reimbursements, is expected
to be approximately 3.4% - 3.7% in 2025.
|
Conference Call Information
In conjunction with the release of our operating results, we
will host a conference call on February 25, 2025 at
11:00 a.m. PDT to discuss the
operating results. To access the conference call, dial (833)
816-1264 (United States) or (412)
317-5632 (International). When prompted, please ask for the Realty
Income conference call.
A telephone replay of the conference call can also be accessed
by calling (877) 344-7529 (United
States) or (412) 317-0088 (International) and entering the
conference ID 4880545. The telephone replay will be available
through March 4, 2025.
A live webcast will be available in listen-only mode by clicking
on the webcast link on the company's home page at
www.realtyincome.com. A replay of the conference call webcast will
be available approximately one hour after the conclusion of the
live broadcast. No access code is required for this replay.
Supplemental Materials and Sustainability Report
Supplemental Operating and Financial Data for the three months
and year ended December 31, 2024 is
available on our corporate website at
www.realtyincome.com/investors/quarterly-and-annual-results.
The Sustainability Report for the year ended December 31, 2023 is available on our corporate
website at https://realtyincome.com/sustainability/esg-reporting.
Our Green Financing Framework is also available on our corporate
website
at https://realtyincome.com/sustainability/green-financing-framework.
About Realty Income
Realty Income (NYSE: O), an S&P 500 company, is real estate
partner to the world's leading companies. Founded in 1969, we
invest in diversified commercial real estate and, as of
December 31, 2024, have a portfolio
of over 15,600 properties in all 50 U.S. states, the U.K., and six
other countries in Europe. We are
known as "The Monthly Dividend Company®" and have a
mission to invest in people and places to deliver dependable
monthly dividends that increase over time. Since our founding,
we have declared 656 consecutive monthly dividends and are a member
of the S&P 500 Dividend Aristocrats® index for
having increased our dividend for the last 30 consecutive years.
Additional information about the company can be found at
www.realtyincome.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act of 1934, as amended. When used in
this press release, the words "estimated," "anticipated," "expect,"
"believe," "intend," "continue," "should," "may," "likely,"
"plans," and similar expressions are intended to identify
forward-looking statements. Forward-looking statements include
discussions of our business and portfolio; growth strategies and
intentions to acquire or dispose of properties (including
geographies, timing, partners, clients and terms); re-leases,
re-development and speculative development of properties and
expenditures related thereto; future operations and results; the
announcement of operating results, strategy, plans, and the
intentions of management; guidance; statements made regarding our
share repurchase program; settlement of shares of common stock sold
pursuant to forward sale confirmations under our ATM program;
dividends, including the amount, timing and payments of dividends;
and trends in our business, including trends in the market for
long-term leases of freestanding, single-client properties.
Forward-looking statements are subject to risks, uncertainties, and
assumptions about us, which may cause our actual future results to
differ materially from expected results. Some of the factors that
could cause actual results to differ materially are, among others,
our continued qualification as a real estate investment trust;
general domestic and foreign business, economic, or financial
conditions; competition; fluctuating interest and currency rates;
inflation and its impact on our clients and us; access to debt and
equity capital markets and other sources of funding (including the
terms and partners of such funding); continued volatility and
uncertainty in the credit markets and broader financial markets;
other risks inherent in the real estate business including our
clients' solvency, client defaults under leases, increased client
bankruptcies, 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 domestic and foreign income tax laws
and rates; property ownership through co-investment ventures,
funds, joint ventures, partnerships and other arrangements which
may transfer or limit our control of the underlying investments;
epidemics or pandemics including measures taken to limit their
spread, the impacts on us, our business, our clients, and the
economy generally; the loss of key personnel; the outcome of any
legal proceedings to which we are a party or which may occur in the
future; acts of terrorism and war; the anticipated benefits from
mergers and acquisitions; and those additional risks and factors
discussed in our reports filed with the U.S. Securities and
Exchange Commission. Readers are cautioned not to place undue
reliance on forward-looking statements. Forward-looking statements
are not guarantees of future plans and performance and speak only
as of the date of this press release. Actual plans and operating
results may differ materially from what is expressed or forecasted
in this press release and forecasts made in the forward-looking
statements discussed in this press release might not materialize.
We do not undertake any obligation to update forward-looking
statements or publicly release the results of any forward-looking
statements that may be made to reflect events or circumstances
after the date these statements were made.
CONSOLIDATED
STATEMENTS OF INCOME
(in thousands, except
per share amounts) (unaudited)
|
|
|
|
Three months
ended
December
31,
|
|
Years
ended
December
31,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
REVENUE
|
|
|
|
|
|
|
|
|
Rental (including
reimbursable) (1)
|
|
$ 1,279,698
|
|
$ 1,028,710
|
|
$ 5,043,748
|
|
$ 3,958,150
|
Other
|
|
60,601
|
|
47,575
|
|
227,394
|
|
120,843
|
Total
revenue
|
|
1,340,299
|
|
1,076,285
|
|
5,271,142
|
|
4,078,993
|
EXPENSES
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
606,671
|
|
475,856
|
|
2,395,644
|
|
1,895,177
|
Interest
|
|
268,149
|
|
208,313
|
|
1,016,955
|
|
730,423
|
Property (including
reimbursable)
|
|
96,309
|
|
81,883
|
|
377,675
|
|
316,964
|
General and
administrative
|
|
49,114
|
|
38,015
|
|
176,895
|
|
144,536
|
Provisions for
impairment
|
|
142,966
|
|
27,281
|
|
425,833
|
|
87,082
|
Merger, transaction,
and other costs, net
|
|
(9,176)
|
|
9,932
|
|
96,292
|
|
14,464
|
Total
expenses
|
|
1,154,033
|
|
841,280
|
|
4,489,294
|
|
3,188,646
|
Gain on sales of real
estate
|
|
24,985
|
|
5,992
|
|
117,275
|
|
25,667
|
Foreign currency and
derivative gain (loss), net
|
|
535
|
|
(18,371)
|
|
3,420
|
|
(13,414)
|
Equity in earnings of
unconsolidated entities
|
|
2,353
|
|
2,135
|
|
7,793
|
|
2,546
|
Other income,
net
|
|
7,313
|
|
10,804
|
|
23,606
|
|
23,789
|
Income before income
taxes
|
|
221,452
|
|
235,565
|
|
933,942
|
|
928,935
|
Income
taxes
|
|
(20,102)
|
|
(15,803)
|
|
(66,601)
|
|
(52,021)
|
Net income
|
|
201,350
|
|
219,762
|
|
867,341
|
|
876,914
|
Net income attributable
to noncontrolling interests
|
|
(1,738)
|
|
(1,357)
|
|
(6,569)
|
|
(4,605)
|
Net income attributable
to the Company
|
|
199,612
|
|
218,405
|
|
860,772
|
|
872,309
|
Preferred stock
dividends
|
|
—
|
|
—
|
|
(7,763)
|
|
—
|
Excess of redemption
value over carrying value of preferred
shares redeemed
|
|
—
|
|
—
|
|
(5,116)
|
|
—
|
Net income available to
common stockholders
|
|
$
199,612
|
|
$
218,405
|
|
$
847,893
|
|
$
872,309
|
Funds from operations
available to common stockholders (FFO)
|
|
$
897,917
|
|
$
713,716
|
|
$ 3,467,659
|
|
$ 2,822,138
|
Normalized funds from
operations available to common
stockholders (Normalized FFO)
|
|
$
888,741
|
|
$
723,648
|
|
$ 3,563,951
|
|
$ 2,836,602
|
Adjusted funds from
operations available to common
stockholders (AFFO)
|
|
$
921,920
|
|
$
731,034
|
|
$ 3,621,437
|
|
$ 2,774,870
|
Amounts available to
common stockholders per common share:
|
|
|
|
|
|
|
|
|
Net income, basic and
diluted
|
|
$
0.23
|
|
$
0.30
|
|
$
0.98
|
|
$
1.26
|
FFO per common
share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
1.03
|
|
$
0.98
|
|
$
4.02
|
|
$
4.08
|
Diluted
|
|
$
1.02
|
|
$
0.98
|
|
$
4.01
|
|
$
4.07
|
Normalized FFO per
common share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
1.01
|
|
$
1.00
|
|
$
4.13
|
|
$
4.10
|
Diluted
|
|
$
1.01
|
|
$
1.00
|
|
$
4.12
|
|
$
4.09
|
AFFO per common
share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
1.05
|
|
$
1.01
|
|
$
4.20
|
|
$
4.01
|
Diluted
|
|
$
1.05
|
|
$
1.01
|
|
$
4.19
|
|
$
4.00
|
Cash dividends paid
per common share
|
|
$
0.7905
|
|
$
0.7680
|
|
$
3.1255
|
|
$
3.0510
|
(1)
|
Includes rental revenue
(reimbursable) of $75.5 million and $65.6 million for the three
months ended December 31, 2024 and 2023, respectively, and $303.1
million and $274.2 million for the year ended December 31, 2024 and
2023, respectively. Additionally, it includes reserves to rental
revenue, exclusive of non-cash reserves, of $8.1 million and $24.3
million for the three months and year ended December 31, 2024,
respectively, and reserves to rental revenue of $2.5 million and
reserve reversals to rental revenue of $4.5 million, exclusive of
non-cash reserves, for the three months and year ended December 31,
2023, respectively.
|
FUNDS FROM
OPERATIONS (FFO) AND NORMALIZED FUNDS FROM OPERATIONS (Normalized
FFO)
(in thousands, except
per share amounts) (unaudited)
|
|
FFO and Normalized FFO
are non-GAAP financial measures. Please see the Glossary for our
definitions and explanations of how we
utilize these metrics.
|
|
|
|
Three months
ended
December
31,
|
|
Years
ended
December
31,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
Net income available to
common stockholders
|
|
$
199,612
|
|
$
218,405
|
|
$
847,893
|
|
$
872,309
|
Depreciation and
amortization
|
|
606,671
|
|
475,856
|
|
2,395,644
|
|
1,895,177
|
Depreciation of
furniture, fixtures and equipment
|
|
(952)
|
|
(583)
|
|
(2,857)
|
|
(2,239)
|
Provisions for
impairment of real estate
|
|
110,480
|
|
22,407
|
|
319,032
|
|
82,208
|
Gain on sales of real
estate
|
|
(24,985)
|
|
(5,992)
|
|
(117,275)
|
|
(25,667)
|
Proportionate share of
adjustments for unconsolidated
entities
|
|
8,418
|
|
4,670
|
|
29,124
|
|
4,205
|
FFO adjustments
allocable to noncontrolling interests
|
|
(1,327)
|
|
(1,047)
|
|
(3,902)
|
|
(3,855)
|
FFO available to common
stockholders
|
|
$
897,917
|
|
$
713,716
|
|
$
3,467,659
|
|
$
2,822,138
|
FFO allocable to
dilutive noncontrolling interests
|
|
2,209
|
|
1,386
|
|
6,611
|
|
5,552
|
Diluted FFO
|
|
$
900,126
|
|
$
715,102
|
|
$
3,474,270
|
|
$
2,827,690
|
|
|
|
|
|
|
|
|
|
FFO available to common
stockholders
|
|
$
897,917
|
|
$
713,716
|
|
$
3,467,659
|
|
$
2,822,138
|
Merger, transaction,
and other costs, net (1)
|
|
(9,176)
|
|
9,932
|
|
96,292
|
|
14,464
|
Normalized FFO
available to common stockholders
|
|
$
888,741
|
|
$
723,648
|
|
$
3,563,951
|
|
$
2,836,602
|
Normalized FFO
allocable to dilutive noncontrolling interests
|
|
2,209
|
|
1,386
|
|
6,611
|
|
5,552
|
Diluted Normalized
FFO
|
|
$
890,950
|
|
$
725,034
|
|
$
3,570,562
|
|
$
2,842,154
|
|
|
|
|
|
|
|
|
|
FFO per common
share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
1.03
|
|
$
0.98
|
|
$
4.02
|
|
$
4.08
|
Diluted
|
|
$
1.02
|
|
$
0.98
|
|
$
4.01
|
|
$
4.07
|
Normalized FFO per
common share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
1.01
|
|
$
1.00
|
|
$
4.13
|
|
$
4.10
|
Diluted
|
|
$
1.01
|
|
$
1.00
|
|
$
4.12
|
|
$
4.09
|
Distributions paid to
common stockholders
|
|
$
691,861
|
|
$
556,114
|
|
$
2,691,719
|
|
$
2,111,793
|
FFO available to common
stockholders in excess of
distributions paid to common
stockholders
|
|
$
206,056
|
|
$
157,602
|
|
$
775,940
|
|
$
710,345
|
Normalized FFO
available to common stockholders in
excess of distributions paid to common
stockholders
|
|
$
196,880
|
|
$
167,534
|
|
$
872,232
|
|
$
724,809
|
Weighted average number
of common shares used for FFO
and Normalized FFO:
|
|
|
|
|
|
|
|
|
Basic
|
|
875,710
|
|
724,598
|
|
862,959
|
|
692,298
|
Diluted
|
|
879,649
|
|
726,859
|
|
865,842
|
|
694,819
|
(1)
|
For the three months
ended December 31, 2024, merger, transaction, and other costs, net
primarily consists of a $13.1 million adjustment to transfer taxes
related to the Spirit merger and $3.9 million of organization costs
related to the private fund. For the year ended December 31, 2024,
merger, transaction, and other costs, net primarily consists of
$86.7 million of transaction and integration-related costs
related to the Spirit merger, $5.1 million related to the lease
termination of a legacy corporate facility, and $4.5 million of
organization costs related to the private fund.
|
ADJUSTED FUNDS FROM
OPERATIONS (AFFO)
(in thousands, except
per share amounts) (unaudited)
|
|
AFFO is a non-GAAP
financial measure. Please see the Glossary for our definition and
an explanation of how we utilize this metric.
Certain prior period amounts have been reclassified to conform to
the current period presentation. These reclassifications had
no impact
on previously reported AFFO.
|
|
|
|
Three months
ended
December
31,
|
|
Years
ended
December
31,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net income available to
common stockholders
|
|
$
199,612
|
|
$
218,405
|
|
$
847,893
|
|
$
872,309
|
Cumulative adjustments
to calculate Normalized FFO (1)
|
|
689,129
|
|
505,243
|
|
2,716,058
|
|
1,964,293
|
Normalized FFO
available to common stockholders
|
|
888,741
|
|
723,648
|
|
3,563,951
|
|
2,836,602
|
Excess of redemption
value over carrying value of preferred
shares redeemed
|
|
—
|
|
—
|
|
5,116
|
|
—
|
Amortization of
share-based compensation
|
|
9,821
|
|
6,073
|
|
32,741
|
|
26,227
|
Amortization of net
debt discounts (premiums) and deferred
financing costs
|
|
5,500
|
|
(10,127)
|
|
15,361
|
|
(44,568)
|
Amortization of
acquired interest rate swap value (2)
|
|
3,710
|
|
—
|
|
13,935
|
|
—
|
Non-cash change in
allowance for credit losses (3)
|
|
32,486
|
|
4,874
|
|
106,801
|
|
4,874
|
Leasing costs and
commissions
|
|
(2,661)
|
|
(3,010)
|
|
(8,558)
|
|
(9,878)
|
Recurring capital
expenditures
|
|
(199)
|
|
(141)
|
|
(402)
|
|
(331)
|
Straight-line rent and
expenses, net
|
|
(35,510)
|
|
(27,891)
|
|
(171,887)
|
|
(141,130)
|
Amortization of above
and below-market leases, net
|
|
14,817
|
|
17,134
|
|
55,870
|
|
79,101
|
Deferred tax
expense
|
|
3,552
|
|
—
|
|
3,552
|
|
—
|
Proportionate share of
adjustments for unconsolidated entities
|
|
(308)
|
|
932
|
|
(2,078)
|
|
932
|
Other adjustments
(4)
|
|
1,971
|
|
19,542
|
|
7,035
|
|
23,041
|
AFFO available to
common stockholders
|
|
$
921,920
|
|
$
731,034
|
|
$ 3,621,437
|
|
$ 2,774,870
|
AFFO allocable to
dilutive noncontrolling interests
|
|
2,186
|
|
1,370
|
|
6,599
|
|
5,540
|
Diluted AFFO
|
|
$
924,106
|
|
$
732,404
|
|
$ 3,628,036
|
|
$ 2,780,410
|
AFFO per common
share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
1.05
|
|
$
1.01
|
|
$
4.20
|
|
$
4.01
|
Diluted
|
|
$
1.05
|
|
$
1.01
|
|
$
4.19
|
|
$
4.00
|
Distributions paid to
common stockholders
|
|
$
691,861
|
|
$
556,114
|
|
$ 2,691,719
|
|
$ 2,111,793
|
AFFO available to
common stockholders in excess of
distributions paid to common
stockholders
|
|
$
230,059
|
|
$
174,920
|
|
$
929,718
|
|
$
663,077
|
Weighted average number
of common shares used for AFFO:
|
|
|
|
|
|
|
|
|
Basic
|
|
875,710
|
|
724,598
|
|
862,959
|
|
692,298
|
Diluted
|
|
879,649
|
|
726,859
|
|
865,842
|
|
694,819
|
(1)
|
See Normalized FFO
calculations on page 9 for reconciling items.
|
(2)
|
Includes the
amortization of the purchase price allocated to interest rate swaps
acquired in the Spirit merger.
|
(3)
|
Credit losses primarily
relate to the impairment of financing receivables.
|
(4)
|
Includes non-cash
foreign currency losses (gains) from remeasurement to USD,
mark-to-market adjustments on investments and derivatives that are
non-cash in nature, straight-line payments from cross-currency
swaps, obligations related to financing lease liabilities,
adjustments allocable to noncontrolling interests, and gains and
losses on the sale of loans receivable.
|
HISTORICAL FFO AND
AFFO
(in thousands, except
per share amounts) (unaudited)
|
|
For the three months
ended December 31,
|
|
2024
|
|
2023
|
|
2022
|
|
2021
|
|
2020
|
Net income available to
common stockholders
|
|
$
199,612
|
|
$
218,405
|
|
$
227,265
|
|
$
4,041
|
|
$
117,931
|
Depreciation and
amortization, net of furniture,
fixtures and equipment
|
|
605,719
|
|
475,273
|
|
437,638
|
|
332,877
|
|
174,888
|
Provisions for
impairment of real estate
|
|
110,480
|
|
22,407
|
|
9,481
|
|
7,990
|
|
23,790
|
Gain on sales of real
estate
|
|
(24,985)
|
|
(5,992)
|
|
(9,346)
|
|
(20,402)
|
|
(22,667)
|
Proportionate share of
adjustments for
unconsolidated entities
|
|
8,418
|
|
4,670
|
|
—
|
|
1,931
|
|
—
|
FFO adjustments
allocable to noncontrolling interests
|
|
(1,327)
|
|
(1,047)
|
|
(530)
|
|
(274)
|
|
(242)
|
FFO available to common
stockholders
|
|
$
897,917
|
|
$
713,716
|
|
$
664,508
|
|
$
326,163
|
|
$
293,700
|
Merger, transaction,
and other costs, net
|
|
(9,176)
|
|
9,932
|
|
903
|
|
137,332
|
|
—
|
Normalized FFO
available to common stockholders
|
|
$
888,741
|
|
$
723,648
|
|
$
665,411
|
|
$
463,495
|
|
$
293,700
|
FFO per diluted
share
|
|
$
1.02
|
|
$
0.98
|
|
$
1.05
|
|
$
0.63
|
|
$
0.83
|
Normalized FFO per
diluted share
|
|
$
1.01
|
|
$
1.00
|
|
$
1.05
|
|
$
0.89
|
|
$
0.83
|
AFFO available to
common stockholders
|
|
$
921,920
|
|
$
731,034
|
|
$
633,967
|
|
$
486,047
|
|
$
297,654
|
AFFO per diluted
share
|
|
$
1.05
|
|
$
1.01
|
|
$
1.00
|
|
$
0.94
|
|
$
0.84
|
Cash dividends paid per
common share
|
|
$
0.7905
|
|
$
0.7680
|
|
$
0.7440
|
|
$
0.7180
|
|
$
0.7020
|
Weighted average
diluted shares outstanding - FFO,
Normalized FFO and AFFO
|
|
879,649
|
|
726,859
|
|
635,637
|
|
519,438
|
|
355,051
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
December 31,
|
|
2024
|
|
2023
|
|
2022
|
|
2021
|
|
2020
|
Net income available to
common stockholders
|
|
$
847,893
|
|
$
872,309
|
|
$
869,408
|
|
$
359,456
|
|
$
395,486
|
Depreciation and
amortization, net of furniture,
fixtures and equipment
|
|
2,392,787
|
|
1,892,938
|
|
1,668,375
|
|
896,809
|
|
676,450
|
Provisions for
impairment of real estate
|
|
319,032
|
|
82,208
|
|
25,860
|
|
38,967
|
|
147,232
|
Gain on sales of real
estate
|
|
(117,275)
|
|
(25,667)
|
|
(102,957)
|
|
(55,798)
|
|
(76,232)
|
Proportionate share of
adjustments for
unconsolidated entities
|
|
29,124
|
|
4,205
|
|
12,812
|
|
1,931
|
|
—
|
FFO adjustments
allocable to noncontrolling interests
|
|
(3,902)
|
|
(3,855)
|
|
(1,605)
|
|
(785)
|
|
(817)
|
FFO available to common
stockholders
|
|
$
3,467,659
|
|
$
2,822,138
|
|
$
2,471,893
|
|
$
1,240,580
|
|
$
1,142,119
|
Merger, transaction,
and other costs, net
|
|
96,292
|
|
14,464
|
|
13,897
|
|
167,413
|
|
—
|
Normalized FFO
available to common stockholders
|
|
$
3,563,951
|
|
$
2,836,602
|
|
$
2,485,790
|
|
$
1,407,993
|
|
$
1,142,119
|
FFO per diluted
share
|
|
$
4.01
|
|
$
4.07
|
|
$
4.04
|
|
$
2.99
|
|
$
3.31
|
Normalized FFO per
diluted share
|
|
$
4.12
|
|
$
4.09
|
|
$
4.06
|
|
$
3.39
|
|
$
3.31
|
AFFO available to
common stockholders
|
|
$
3,621,437
|
|
$
2,774,870
|
|
$
2,401,359
|
|
$
1,488,753
|
|
$
1,172,626
|
AFFO per diluted
share
|
|
$
4.19
|
|
$
4.00
|
|
$
3.92
|
|
$
3.59
|
|
$
3.39
|
Cash dividends paid per
common share
|
|
$
3.1255
|
|
$
3.0510
|
|
$
2.9670
|
|
$
2.8330
|
|
$
2.7940
|
Weighted average
diluted shares outstanding - FFO
|
|
865,842
|
|
694,819
|
|
613,473
|
|
414,770
|
|
345,878
|
Weighted average
diluted shares outstanding -
Normalized FFO and AFFO
|
|
865,842
|
|
694,819
|
|
613,473
|
|
415,270
|
|
345,878
|
ADJUSTED
EBITDAre
(dollars in thousands)
(unaudited)
|
|
Adjusted
EBITDAre, Annualized Adjusted EBITDAre, Pro Forma
Adjusted EBITDAre, Annualized Pro Forma Adjusted
EBITDAre, Net
Debt/Annualized Adjusted EBITDAre, and Net Debt/Annualized
Pro Forma Adjusted EBITDAre are non-GAAP financial
measures.
Please see the Glossary for our definition and an explanation of
how we utilize these metrics.
|
|
|
|
Three months
ended
December
31,
|
|
|
2024
|
|
2023
|
Net income
|
|
$
201,350
|
|
$
219,762
|
Interest
|
|
268,149
|
|
208,313
|
Income taxes
|
|
20,102
|
|
15,803
|
Depreciation and
amortization
|
|
606,671
|
|
475,856
|
Provisions for
impairment
|
|
142,966
|
|
27,281
|
Merger, transaction,
and other costs, net
|
|
(9,176)
|
|
9,932
|
Gain on sales of real
estate
|
|
(24,985)
|
|
(5,992)
|
Foreign currency and
derivative (gain) loss, net
|
|
(535)
|
|
18,371
|
Proportionate share of
adjustments from unconsolidated entities
|
|
18,991
|
|
14,983
|
Quarterly Adjusted
EBITDAre
|
|
$
1,223,533
|
|
$
984,309
|
Annualized Adjusted
EBITDAre (1)
|
|
$
4,894,132
|
|
$
3,937,236
|
Annualized Pro Forma
Adjustments
|
|
$
79,143
|
|
$
74,919
|
Annualized Pro Forma
Adjusted EBITDAre
|
|
$
4,973,275
|
|
$
4,012,155
|
Total debt per the
consolidated balance sheet, excluding deferred financing
costs and net premiums and discounts
|
|
$
26,510,798
|
|
$
21,480,869
|
Proportionate share of
unconsolidated entities debt, excluding deferred
financing costs
|
|
659,190
|
|
659,190
|
Less: Cash and cash
equivalents
|
|
(444,962)
|
|
(232,923)
|
Net Debt
(2)
|
|
$
26,725,026
|
|
$
21,907,136
|
Net Debt/Annualized
Adjusted EBITDAre
|
|
5.5x
|
|
5.6x
|
Net Debt/Annualized Pro
Forma Adjusted EBITDAre
|
|
5.4x
|
|
5.5x
|
(1)
|
We calculate Annualized
Adjusted EBITDAre by multiplying the Quarterly Adjusted
EBITDAre by four.
|
(2)
|
Net Debt is total debt
per our consolidated balance sheets, excluding deferred financing
costs and net premiums and discounts, but including our
proportionate share of debt from unconsolidated entities, less cash
and cash equivalents.
|
The Annualized Pro Forma Adjustments, which include transaction
accounting adjustments in accordance with U.S GAAP, consist of
adjustments to incorporate Adjusted EBITDAre from
investments we acquired or stabilized during the applicable quarter
and remove Adjusted EBITDAre from investments we disposed of
during the applicable quarter, giving pro forma effect to all
transactions as if they occurred at the beginning of the applicable
period. Our calculation includes all adjustments consistent with
the requirements to present Adjusted EBITDAre on a pro forma
basis in accordance with Article 11 of Regulation S-X. The
Annualized Pro Forma Adjustments are consistent with the debt
service coverage ratio calculated under financial covenants for our
senior unsecured notes. The following table summarizes our
Annualized Pro Forma Adjustments related to our Annualized Pro
Forma Adjusted EBITDAre calculation for the periods
indicated below (in thousands):
|
|
Three months
ended
December
31,
|
|
|
2024
|
|
2023
|
Annualized pro forma
adjustments from investments acquired or stabilized
|
|
$
82,848
|
|
$
77,012
|
Annualized pro forma
adjustments from investments disposed
|
|
(3,705)
|
|
(2,093)
|
Annualized Pro Forma
Adjustments
|
|
$
79,143
|
|
$
74,919
|
Adjusted Free Cash
Flow
(in thousands)
(unaudited)
|
|
Adjusted Free Cash Flow
is a non-GAAP financial measure. Please see the Glossary for our
definition and an explanation
of how we utilize this metric.
|
|
|
|
Years
ended
December
31,
|
|
|
2024
|
|
2023
|
Net cash provided by
operating activities
|
|
$
3,573,276
|
|
$
2,958,769
|
Non-recurring capital
expenditures
|
|
(113,786)
|
|
(49,701)
|
Distributions paid to
common stockholders
|
|
(2,691,719)
|
|
(2,111,793)
|
Distributions paid to
preferred stockholders
|
|
(7,763)
|
|
—
|
Merger, transaction,
and other costs, net (1)
|
|
71,541
|
|
14,464
|
Increase in net working
capital
|
|
(30,689)
|
|
(174,007)
|
Lease termination
fees
|
|
(21,062)
|
|
(5,016)
|
Adjusted Free Cash
Flow
|
|
$
779,798
|
|
$
632,716
|
(1)
|
Excludes share-based
compensation costs recognized in merger, transaction, and other
costs, net.
|
CONSOLIDATED BALANCE
SHEETS
(in thousands, except
per share amounts) (unaudited)
|
|
|
|
December 31,
2024
|
|
December 31,
2023
|
ASSETS
|
|
|
|
|
Real estate held for
investment, at cost:
|
|
|
|
|
Land
|
|
$
17,320,520
|
|
$
14,929,310
|
Buildings and
improvements
|
|
40,974,535
|
|
34,657,094
|
Total real estate held
for investment, at cost
|
|
58,295,055
|
|
49,586,404
|
Less accumulated
depreciation and amortization
|
|
(7,381,083)
|
|
(6,072,118)
|
Real estate held for
investment, net
|
|
50,913,972
|
|
43,514,286
|
Real estate and lease
intangibles held for sale, net
|
|
94,979
|
|
31,466
|
Cash and cash
equivalents
|
|
444,962
|
|
232,923
|
Accounts receivable,
net
|
|
877,668
|
|
710,536
|
Lease intangible
assets, net
|
|
6,322,992
|
|
5,017,907
|
Goodwill
|
|
4,932,199
|
|
3,731,478
|
Investment in
unconsolidated entities
|
|
1,229,699
|
|
1,172,118
|
Other assets,
net
|
|
4,018,568
|
|
3,368,643
|
Total
assets
|
|
$
68,835,039
|
|
$
57,779,357
|
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
|
Distributions
payable
|
|
$
238,045
|
|
$
195,222
|
Accounts payable and
accrued expenses
|
|
759,416
|
|
738,526
|
Lease intangible
liabilities, net
|
|
1,635,770
|
|
1,406,853
|
Other
liabilities
|
|
923,128
|
|
811,650
|
Line of credit payable
and commercial paper
|
|
1,130,201
|
|
764,390
|
Term loans,
net
|
|
2,358,417
|
|
1,331,841
|
Mortgages payable,
net
|
|
80,784
|
|
821,587
|
Notes payable,
net
|
|
22,657,592
|
|
18,602,319
|
Total
liabilities
|
|
$
29,783,353
|
|
$
24,672,388
|
Stockholders'
equity:
|
|
|
|
|
Common stock and paid
in capital, par value $0.01 per share, 1,300,000
shares authorized, 891,511 and 752,460 shares
issued and outstanding
as of December 31, 2024 and 2023,
respectively
|
|
$
47,451,068
|
|
$
39,629,709
|
Distributions in excess
of net income
|
|
(8,648,559)
|
|
(6,762,136)
|
Accumulated other
comprehensive income
|
|
38,229
|
|
73,894
|
Total stockholders'
equity
|
|
$
38,840,738
|
|
$
32,941,467
|
Noncontrolling
interests
|
|
210,948
|
|
165,502
|
Total
equity
|
|
$
39,051,686
|
|
$
33,106,969
|
Total liabilities and
equity
|
|
$
68,835,039
|
|
$
57,779,357
|
GLOSSARY
Adjusted EBITDAre, The National Association of
Real Estate Investment Trusts (Nareit) established an EBITDA metric
for real estate companies (i.e., EBITDA for real estate, or
EBITDAre) it believed would provide investors with a
consistent measure to help make investment decisions among certain
REITs. Our definition of "Adjusted EBITDAre" is generally
consistent with the Nareit definition, other than our adjustment to
remove foreign currency and derivative gain and loss and merger,
transaction, and other costs, net. We define Adjusted
EBITDAre, a non-GAAP financial measure, for the most recent
quarter as earnings (net income) before (i) interest expense,
(ii) income taxes, (iii) depreciation and amortization,
(iv) provisions for impairment, (v) merger, transaction, and
other costs, net, (vi) gain on sales of real estate, (vii)
foreign currency and derivative gain and loss, net, and (viii) our
proportionate share of adjustments from unconsolidated entities.
Our Adjusted EBITDAre may not be comparable to Adjusted
EBITDAre reported by other companies or as defined by
Nareit, and other companies may interpret or define Adjusted
EBITDAre differently than we do. Management believes
Adjusted EBITDAre to be a meaningful measure of a REIT's
performance because it provides a view of our operating
performance, analyzes our ability to meet interest payment
obligations before the effects of income tax, depreciation and
amortization expense, provisions for impairment, gain on sales of
real estate and other items, as defined above, that affect
comparability, including the removal of non-recurring and non-cash
items that industry observers believe are less relevant to
evaluating the operating performance of a company. In addition,
EBITDAre is widely followed by industry analysts, lenders,
investors, rating agencies, and others as a means of evaluating the
operational cash generating capacity of a company prior to
servicing debt obligations. Management also believes the use of an
annualized quarterly Adjusted EBITDAre metric is
meaningful because it represents our current earnings run rate for
the period presented. The ratio of our total debt to our annualized
quarterly Adjusted EBITDAre is also used to determine
vesting of performance share awards granted to our executive
officers. Adjusted EBITDAre should be considered along
with, but not as an alternative to, net income as a measure of our
operating performance.
Adjusted Free Cash Flow, a non-GAAP financial measure, is
defined as net cash provided by operating activities, excluding
merger, transaction, and other costs, net, changes in net working
capital and lease termination fees, less non-recurring capital
expenditures and dividends paid. We believe adjusted free cash flow
to be a useful liquidity measure for us and our investors by
helping to evaluate our ability to generate cash beyond what is
needed to fund capital expenditures, debt service and other
obligations. Notwithstanding cash on hand and incremental borrowing
capacity, adjusted free cash flow reflects our ability to grow our
business through investments and acquisitions, as well as our
ability to return cash to shareholders through dividends. Adjusted
free cash flow is not considered under generally accepted
accounting principles to be a primary measure of an entity's
residual cash flow available for discretionary spending, and
accordingly should not be considered an alternative to operating
income, net income, or amounts shown in our consolidated statements
of cash flows.
Adjusted Funds From Operations (AFFO), a non-GAAP
financial measure, is defined as FFO adjusted for unique
revenue and expense items, which we believe are not as pertinent to
the measurement of our ongoing operating performance. Most
companies in our industry use a similar measurement to AFFO, but
they may use the term "CAD" (for Cash Available for Distribution)
or "FAD" (for Funds Available for Distribution). We believe AFFO
provides useful information to investors because it is a widely
accepted industry measure of the operating performance of real
estate companies used by the investment community. In particular,
AFFO provides an additional measure to compare the operating
performance of different REITs without having to account for
differing depreciation assumptions and other unique revenue and
expense items which are not pertinent to measuring a particular
company's ongoing operating performance. Therefore, we believe that
AFFO is an appropriate supplemental performance metric, and that
the most appropriate GAAP performance metric to which AFFO should
be reconciled is net income available to common stockholders.
Annualized Adjusted EBITDAre, a non-GAAP financial
measure, is calculated by annualizing Adjusted EBITDAre.
Annualized Contractual Rent of our acquisitions and
properties under development is the monthly aggregate cash amount
charged to clients, inclusive of monthly base rent receivables, as
of the balance sheet date, multiplied by 12, excluding percentage
rent, interest income on loans and preferred equity investments,
and including our pro rata share of such revenues from properties
owned by unconsolidated joint ventures. We believe total annualized
contractual rent is a useful supplemental operating measure, as it
excludes entities that were no longer owned at the balance sheet
date and includes the annualized rent from properties acquired
during the quarter. Total annualized contractual rent has not been
reduced to reflect reserves recorded as reductions to GAAP rental
revenue in the periods presented.
Annualized Pro Forma Adjusted EBITDAre, a
non-GAAP financial measure, is defined as Adjusted EBITDAre,
which includes transaction accounting adjustments in accordance
with U.S. GAAP, consists of adjustments to incorporate Adjusted
EBITDAre from investments we acquired or stabilized during
the applicable quarter and removes Adjusted EBITDAre from
investments we disposed of during the applicable quarter, giving
pro forma effect to all transactions as if they occurred at the
beginning of the applicable quarter. Our calculation includes all
adjustments consistent with the requirements to present Adjusted
EBITDAre on a pro forma basis in accordance with Article 11
of Regulation S-X. The annualized pro forma adjustments are
consistent with the debt service coverage ratio calculated under
financial covenants for our senior unsecured notes and bonds.
Cash Income represents expected rent for real estate
acquisitions as well as rent to be received upon completion of the
properties under development. For unconsolidated entities, this
represents our pro rata share of the cash income. For loans
receivable and preferred equity investments, this represents
interest income and preferred dividend income, respectively.
Funds From Operations (FFO), a non-GAAP financial
measure, consistent with the Nareit definition, is net income
available to common stockholders, plus depreciation and
amortization of real estate assets, plus provisions for impairments
of depreciable real estate assets, and reduced by gain on property
sales. Presentation of the information regarding FFO and AFFO is
intended to assist the reader in comparing the operating
performance of different REITs, although it should be noted that
not all REITs calculate FFO and AFFO in the same way, so
comparisons with other REITs may not be meaningful. FFO and AFFO
should not be considered alternatives to reviewing our cash flows
from operating, investing, and financing activities. In addition,
FFO and AFFO should not be considered measures of liquidity, of our
ability to make cash distributions, or of our ability to pay
interest payments. We consider FFO to be an appropriate
supplemental measure of a REIT's operating performance as it is
based on a net income analysis of property portfolio performance
that adds back items such as depreciation and impairments for FFO.
The historical accounting convention used for real estate assets
requires straight-line depreciation of buildings and improvements,
which implies that the value of real estate assets diminishes
predictably over time. Since real estate values historically rise
and fall with market conditions, presentations of operating results
for a REIT using historical accounting for depreciation could be
less informative. The use of FFO is recommended by the REIT
industry as a supplemental performance measure. In addition, FFO is
used as a measure of our compliance with the financial covenants of
our credit facility.
Initial Weighted Average Cash Yield for acquisitions
and properties under development is computed as Cash Income for the
first twelve months following the acquisition date, divided by the
total cost of the property (including all expenses borne by us),
and includes our pro-rata share of Cash Income from unconsolidated
joint ventures. Initial weighted average cash yield for loans
receivable is computed using the Cash Income for the first twelve
months following the acquisition date (based on interest rates
in place as of the date of the acquisition), divided by the total
cost of the investment.
Investment Grade Clients are our clients with a
credit rating, and our clients that are subsidiaries or affiliates
of companies with a credit rating, as of the balance sheet date, of
Baa3/BBB- or higher from one of the three major rating agencies
(Moody's/S&P/Fitch).
Net Debt/Annualized Adjusted EBITDAre, a
ratio used by management as a measure of leverage, is calculated as
net debt (which we define as total debt per our consolidated
balance sheet, excluding deferred financing costs and net premiums
and discounts, but including our proportionate share of debt from
unconsolidated entities, less cash and cash equivalents), divided
by Annualized Adjusted EBITDAre.
Net Debt/Annualized Pro Forma Adjusted EBITDAre, a
ratio used by management as a measure of leverage, is calculated as
net debt (which we define as total debt per our consolidated
balance sheet, excluding deferred financing costs and net premiums
and discounts, but including our proportionate share of debt from
unconsolidated entities, less cash and cash equivalents), divided
by Annualized Pro Forma Adjusted EBITDAre.
Normalized Funds from Operations Available to Common
Stockholders (Normalized FFO), a non-GAAP financial measure, is
FFO excluding merger, transaction, and other costs, net.
Same Store Pool, for purposes of determining the
properties used to calculate our same store rental revenue,
includes all properties that we owned for the entire year-to-date
period, for both the current and prior year except for properties
during the current or prior year that were: (i) vacant at any
time,(ii) under development or redevelopment, or
(iii) involved in eminent domain and rent was reduced.
Same Store Rental Revenue excludes straight-line
rent, the amortization of above and below-market leases, and
reimbursements from clients for recoverable real estate taxes and
operating expenses. For purposes of comparability, same store
rental revenue is presented on a constant currency basis by
applying the exchange rate as of the balance sheet date to base
currency rental revenue.
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SOURCE Realty Income Corporation