Good day and welcome to the Realty Income First Quarter 2019 Operating Results Conference Call. Today's conference is being recorded. At this time I would like to turn the conference over to Andrew Crum, Senior Associate, Realty Income. Please go ahead sir.

Thank you all for joining us today for Realty Income's first quarter 2019 operating results conference call. Discussing our results will be Sumit Roy, President and Chief Executive Officer; and Paul Meurer, Chief Financial Officer and Treasurer. During this conference we will make statements that may be considered forward-looking statements under federal securities law. The Company's actual future results may differ significantly from the matters discussed in any forward-looking statements. We will disclose in greater detail the factors that may cause such differences in the Company's Form 10-Q. [Operator Instructions] I'll now turn the call over to our CEO, Sumit Roy.

Thanks, Andrew. Welcome to our call today. We are pleased to begin 2019 with another successful quarter. During the quarter we invested approximately $520 million in high-quality real estate and investment spread, well above our historical average and we continue to see ample transaction flow that meets our investment parameters. Subsequent to quarter end, we announced our international expansion through a GBP429 million sale leaseback transaction in the UK with Sainsbury's under long-term triple-net leases. This represents a natural evolution of our Company's strategy and we will continue to grow our international platform as we are well-positioned to capitalize on a significant addressable market in the UK and mainland Europe. From a strategic standpoint, we believe there is a dearth of large institutional buyers pursuing the quality of single tenant net leased assets in Europe that we intend to invest in. Given our portable size, scale and cost of capital advantages, we believe we have a unique ability to execute sizable portfolio transactions with best-in-class operators. This transaction was relationship-driven and was completed on an off-market negotiated basis. We look forward to further developing relationships with other industry leaders like Sainsbury's as we expand our international platform. Concurrent with the announcement of our sale leaseback transaction with Sainsbury's, we increased our 2019 AFFO per share guidance to a range of $3.28 to $3.33 from a prior range of $3.25 to $3.31 and we increased our 2019 acquisition guidance to a range of $2 billion to $2.5 billion. Our portfolio continues to be diversified by tenant, industry, geography and to a certain extent property type, which contributes to the stability of our cash flow. At quarter end, our properties were leased to 261 commercial tenants in 48 different industries located in 49 states and Puerto Rico. 82% of our rental revenue…

Thanks, Sumit. I will provide highlights for a few items in our financial results for the quarter starting with the income statement. Effective in the first quarter we adopted the new lease accounting guidance. And as a result we are now consolidating tenant reimbursement revenue within rental revenue in our income statement. To aid financial statement users we will continue to separately disclose the component of revenue attributable to reimbursable tenant expenses in both our 10-Q and in our financial supplement. Our G&A expense as a percentage of revenue, excluding reimbursement, was 4.5% for the quarter, below our G&A expenses in the year-ago quarter from both a margin basis and a dollar basis. We continue to have the lowest G&A ratio in the net lease REIT sector and expect our G&A margin to remain below 5% in 2019. Our non-reimbursable property expenses as a percentage of revenue, excluding reimbursements, was 1.3% for the quarter which also remains ahead of our full year expectation in the 1.5% to 1.75% range. Adjusted funds from operations or AFFO or the actual cash we have available for distribution as dividends was $0.82 per share for the quarter, which represents a 3.8% increase. Briefly turning to the balance sheet. We have continued to maintain our conservative capital structure and of course we remain one of only a few REITs with at least AA rating. During the first quarter we issued $2.2 million of common equity through our dividend reinvestment stock purchase plan. Note that we entered 2019 with a very low leverage after issuing almost $540 million of common equity in the fourth quarter of 2018. We finished this quarter with a debt-to-EBITDA ratio of 5.5 times and we ended the quarter with approximately $2.2 billion available on our credit line. Our fixed charge coverage ratio increased from 4.4 times to 4.5 times. The weighted average maturity of our bonds is approximately 8.5 years which closely tracks our weighted average remaining lease term. And our overall debt maturity schedule remains in excellent shape, selling $19 million of debt coming due the remainder of 2019 and our maturity schedule is well-laddered thereafter with just over $300 million of debt maturing in both 2020 and 2021. In summary, our balance sheet is in great shape and we continue to have low leverage, strong coverage ratios and excellent liquidity. Now let me turn the call back over to Sumit.

Thanks, Paul. I'll now move to our investment activity during the quarter. During the first quarter of 2019 we invested approximately $520 million in 105 properties located in 25 states at an average initial cash cap rate of 6.7% and with a weighted average lease term of 17 years. On a revenue basis, approximately 31% of total acquisitions are from investment-grade tenants. 98.7% of the revenues are generated from retail. These assets are leased to 25 different tenants in 14 industries. Some of the most significant industries represented are health and fitness, automotive services and grocery stores. We closed 25 discrete transactions in the first quarter. Transaction flow continues to remain healthy as we sourced approximately $11.7 billion in the first quarter. Investment-grade opportunities represented 31% of the volume sourced for the first quarter. Of the opportunities sourced during first quarter, 53% were portfolios and 47% or approximately $5.0 billion were one-off assets. Of the $519 million in acquisitions closed in the first quarter, 42% of the volume were one-off transactions. As to pricing, cap rates have essentially remained unchanged in the first quarter. Investment-grade properties are trading from around 5% to high 6% cap rate range and non-investment-grade properties are trading from high 5% to low 8% cap rate range. Our investment spreads relative to our weighted average cost of capital were healthy, averaging approximately 261 basis points in the first quarter, which were well above our historical average spreads. We define investment spreads as initial cash yield less our nominal first year weighted average cost of capital. Our domestic investment pipeline remains robust and we continue to see a steady flow of opportunities that meet our investment parameters. We remain the only publicly traded net lease company that has the size, scale and cost of capital to pursue…

Thank you. [Operator Instructions] We will now take our first question from Christy McElroy of Citi. Please go ahead.

Hi, good morning guys. So given that ATM issuance is pretty wide in Q1 relative to your normal pace, wondering if you were in a quiet period given the timing of the Sainsbury deal and would you expect it to pick up again now that the deal has been announced? And maybe have you issued any equity post the announcement?

Good question, Christy, and you're spot on. Because of the nature of the transaction with regards to Sainsbury's, we were in a blackout period. And so that was the primary reason. The second and equally important reason was in the fourth quarter we had overequitized our balance sheet in anticipation of this particular transaction. So even at the end of the quarter if you look at where the balance sheet is, it's 5.5 times debt-to-EBITDA, north of 4.6 times coverage on a fixed charge basis. It leaves the balance sheet in a very good stand. So with regards to capital raising, all avenues are open to us and we will perpetually choose the best available avenue going forward. But those were the primary reasons.

Okay. And then just looking at the occupancy rate ticked down a bit, any main drivers of that that we should be thinking about and maybe comment on sort of what the outlook looks like for the rest of the year? I think you said 80 -- I'm sorry, 98%. But I wasn't sure if that was sort of a year-end number or an average number.

Yes. Again, good question. These two was anticipated which is why if you look at what we guided The Street and which is what's reflected in our earnings guidance, we had guided The Street to a 98% occupancy number. We had 101 leases expiring in the first quarter which was disproportionately high. And for the remaining three quarters we've got 158 leases expiring. So we anticipated that the 98% was going to come down. As we've always shared with the market that we believe our operational occupancy is right around that 2% ZIP Code. And so having an occupancy number at 98% is what we forecast and is what we believe we're going to be running our business at.

Okay. And then if I could, just one last quick one. Paul, I thought I heard you mention that you'll continue to disclose the revenue component breakout in the Q also. I'm just curious, will that be in the footnotes or the MD&A?

So you can see it right now by the way in the supplement so that you have it immediately.

Right. We have it in the supplement, yes. I'm just curious about what the -- in terms of the Q what the SEC and FASB guided to you in terms of allowing that in the Q?

It will be in our MD&A.

Great, thank you.

Our next question comes from Nick Yulico of Scotiabank. Please go ahead.

Thanks. I guess I was just wondering in terms of, you know, when you look at the retail industry in the US, is your thinking evolved on drugstore exposure given what seems like a little tougher operating environment more -- are there any other industries where you might be making more or less of a capital investment based on some changes in the retail environment?

Good question, Nick. This is a question that we often get asked based on our exposure to the drugstore industry. It continues to be our second largest industry exposure. And it's primarily driven by two operators, Walgreens and CVS. And if you look at Walgreens, for instance, they're generating north of $5 billion in free cash flow. If you look at CVS, it's one of the best operators out there in the drugstore industry. We are very positive of the drugstore business. Is it going through some changes? Absolutely. But we feel, we believe that by and large these two operators are very well-positioned to take advantage of these changes that we see unfolding before our eyes. Some of which, the answers are not very clear, what does the drugstore layout of the future look like today? It's not very clear. But what it is clear is that both CVS as well as Walgreens have made it part of their strategy to figure out how to optimize their stores. If you look at the pharmacy same-store sales growth, they continue to comp positively, both for CVS as well as for Walgreens. And what they're trying to figure out is what to do with the remaining two-thirds of the footprint. And there are experiments under way as to how to optimize that. On the retail side on the front end, is it, should they be focusing more on beauty products? And that has much higher margin and that continues to be a sub segment that continues to do well. And the rest of the footprint, they are trying to figure out how to provide services. That was one of the genesis stated reasons as to why CVS and Aetna merged, is to how to we provide healthcare services, both for acute as well as chronic illnesses, using the footprint that is already available? Another piece that we had is being closer to the consumer, they believe, will be the best way to lower the cost of delivering healthcare. And not all of that has played out, but they're certainly experimenting with different formats et cetera. And we believe these are the two operators that will continue to do well and will figure it out eventually.

Okay. That's helpful. And then I guess just in terms of any sub-sectors within retail where you would like to have less exposure?

Yes. Look, casual dining continues to be an area that we focus on. It used to represent a very large portion of our portfolio 10 years ago. And today, it's right around 4%, sub-4%. And the ones that we are exposed to, by and large we're very happy with. But that's an area that we continue to be very cautious and an area that we continue to focus on very closely. Anything that falls in the discretionary bucket of retail from furniture stores to other types of discretionary product like sporting goods et cetera, those are again industries that we are very, very cautious in looking at and certainly trying to invest in. And then there are certain other asset types that are much more either demographically driven such as child care centers. We like the child care business, but the format of the 1980s which worked and have been cash flow positive for us and we've gone full cycle, but demographics have shifted in the neighborhoods where some of these concepts seem to have worked 20 years ago but don't seem to work today. Those are assets that we have on our watch list and are looking to dispose off, and at very good total return profiles. A similar story with regards to the format are the kiosk C-stores. We love the C-store business, but we like the 3000-plus square foot convenience store business. And the ones that have these kiosks that essentially sell lottery tickets and tobacco products are ones that we are actively trying to dispose off. So that's the area that I would say that we are either trying to minimize our exposure to or not invest in at all.

Thank you. Just one last question if I may. On the leasing activity page in the supplement you have where you give the recapture rate, could you give a little bit more detail on the four leases where you had essentially about a 30% markdown in rents? And it says it's without vacancies. So I guess I'm just wondering why if you had a tenant, why you released it at a lower rent?

Well, those are the ones where the tenant decided not to stay. And for us you're always looking at those assets and trying to come up with the economic scenario of selling those assets vacant or releasing it. And it is not atypical. If you go back and look at our supplemental, to have assets that have even with zero vacancy lease rates that are sub-100%, so the fact that this was right around 70% doesn't really drive the overall profile. We still came out at 105% recapture rate. And as you can see, it's largely driven by leases with tenants that choose to exercise the existing options. And for us that's really the crux of what we are trying to underwrite, it is to make sure that the retail product continues to be of relevance to the existing tenant because they exercise those options, those options tend to have growth in them and that is the best way for us to recapture a positive spread with almost always zero dollars of additional investment. But in situations when we have had vacancy or even with no vacancy, when you're trying to attract new tenants, sometimes taking a 30% drop in a recapture rate proves out or at least to our analysis proves it to be a much better economic outcome than trying to sell those assets vacant. And that's the story behind that.

Okay, appreciate it, thank you.

Sure.

Our next question will come from Rob Stevenson of Janney. Please go ahead.

Good afternoon guys. Just follow-up on Nick's question. So there's roughly 100 vacant assets in the portfolio. I mean what's the sort of mix between what you guys expect the retenant versus market for sale?

It's been roughly, if you look at it historically speaking, 80% of every lease that comes up for renewal gets exercised by the existing tenant. I would say 10% to 15% of the remaining leases we end up leasing to new tenants and 5% to 10% we end up selling. More recently that mix have shifted. We are tending to dispose off assets, vacant assets because we feel like the economic recapture rate is superior to going down the path of releasing it, and for Nick's question, releasing it at levels that don't make a lot of sense. And in some cases we are holding on to vacant assets and this is where some of our active asset management comes into play because we believe we can reposition those assets and actually recapture well north of the expiring rents. But that does take time and which is why we have said that our frictional vacancy rate is right around that 2% because we are more than happy holding on to these assets and repositioning them and potentially holding them for 18 months to two years because we believe that the economic outcome in those areas is superior to either retenanting it as it is or selling it vacant.

Okay. What's your thoughts on adding casinos or hotel assets in the portfolio?

Good question. There are players in our space that are dedicated to pursuing casinos. We feel like they're very well suited to pursue that strategy. We obviously monitor the asset type, but we really don't have a thesis at this point as to whether we will do anything about entering into that front.

And hotels as well?

Yes, I would put both of them in the same bucket.

Okay, thanks guys.

Our next question will come from Collin Mings of Raymond James. Please go ahead.

Great, thank you. Last week you provide a lot of detail an the opportunity to grow in Europe, I guess, where you want to take your international platform. Where could Canada fit in? Are you evaluating any opportunities there as well?

We've always looked at Canada. We've looked at countries south of the border as well and we've not been able to pencil the economics. And then the product that is available in these alternative geographies haven't been the ones that we have wanted to pursue based on the economic profile. But look, I mean one of the main reasons why we wanted to provide all that detail, Collin, was to make sure that you understood the thesis behind why we chose to go into the UK and potentially into mainland Europe. And it's because the economics do pencil and in fact they pencil very well especially given the current environment and the product lends itself to what it is that we've been pursuing here in the US. And so this is truly the way we think about, you know, if you're going to change anything or if you're going to introduce any level of new paths for us to pursue, it needs to sort of be along the lines of what we have presented as to why we chose the same space of portfolio. And so this was a long and drawn out way of answering that, yes, Canada certainly is one of the countries that we have looked at in the past and if the right product with the right economic profile comes along, we will absolutely pursue it, but we haven't been able to find one yet.

Okay. It doesn't sound like there's any bigger push now that you've established an international platform necessarily to go in that direction, is that fair?

It's now that we've done, more people are aware of the fact that we're open to doing it. So I would say that that's not entirely fair, Collin. We are certainly getting a lot more inbound calls as was expected and so transactions perhaps that we may not have seen because people weren't aware that we were a potential player in the past. That dynamic has changed. And, which was completely expected and the team here is ready to respond to those calls. So, time will tell.

Great. That's actually very helpful clarification there. Just switching to investment activity during the quarter, there really weren't huge moves in your top tenant roster just on as far as the Dollar General property, obviously that was up somewhat notably. Maybe just take a second and kind of, if there's any additional color you can provide there and then talk about just Dollar Stores exposure overall at this point?

Yes. A lot of it was parts of small portfolios that we acquired. We continue to like Dollar Tree and Dollar General. Both of those are operators that's filling a very specific mission to market and they are both outstanding operators in our mind. Dollar Tree has taken a bit longer than any of us had expected to sort of unfold Family Dollar, but that is now well on its way and all signs are that those are the two operators that we want to continue to partner with. Having said that, I think our exposure to that business is right around 5.2%. And will we propitiously grow that piece? Absolutely, with the right trends, with the right growth profile. We will absolutely continue to look to grow that. But we are not going to actively pursue these development-driven Family Dollar, Dollar General, Dollar Tree assets because those tend to not to be the type of assets with the right type of leases in terms of the triple-net nature that we like to pursue.

Okay. Thank you very much for the color.

Our next question will come from Karin Ford of MUFG Securities. Please go ahead.

Hi, good afternoon. I was wondering, Sumit, should we still expect to see broaden your verticals out in the US this year or do you feel like you have enough on your plate with the international initiative that you announced?

I'm smiling, Karin. Last week we came out with something huge and our hope is that we will continue to explore. And the timing is what remains uncertain as to whether it's going to be next quarter or next month or maybe even a year from now that we can come up with something different. This international foray is a big step for us. It does increase the potential market from $4 trillion to potentially $12 trillion now and we want to make sure that we do this it right on the international front. But that certainly does not preclude us from continuing to explore some of other paths that we have been exploring over the last three months. And if something does take shape and becomes actionable and we decide to pursue it, we will again do something similar to what we did last week and come and share that with you. But I can't really tell you what the timing on some of those other avenues are going to be and I think I had been asked this question before as to why not, and the answer is pretty obvious because some of these avenues that we are pursuing today we may choose not to after we've done our diligence and, or all the product doesn't lend itself to those avenues even if the avenue seems to theoretically makes a lot of sense. So that's tied down to that question, Karin.

Understood. Appreciate that. My second question is along the same line. You've generated very consistent FFO and dividend growth over the years with below average volatility. Is one of the goals of the new strategic initiatives to push earnings growth higher than it has been historically?

No. Look, I think our only goal was to continue to look at expanding the potential viable investment set. The idea here is to not compromise on either our balance sheet strategy or the types of businesses that we are pursuing with the profile of the businesses that we are pursuing. I mean, those remain intact, Karin. I think most people who invest in us, they invest in us because of the fact that we have this low-vol, dependable growth business. And I don't think we're going to compromise on that particular front. But that does not preclude us from looking at new avenues of growth. That sort of lend itself to this profile that we've designed for ourselves. And there is in certain products we believe a mismatch where the perception may be that it tends to be higher risk or higher volatility and it's for us to then -- if we decide to pursue that to-- if we decide to pursue that, it is on us to then show to you why we believe that it's sort of falls in line with the profile that we've designed for ourselves. So for us growth is really an output of this exercise rather than the driver of this exercise, and that is nuanced but something very, very important to us.

Thanks for taking my questions.

Sure.

[Operator Instructions] Our next question will come from John Massocca of Ladenburg Thalmann. Please go ahead.

Good afternoon.

Hi, John.

So, as you stated investment-grade rated assets as a percentage of acquisitions came down or a little bit low this quarter maybe versus kind of what you've done in the first nine months of 2018. Was this a similar situation to 4Q 2018 where it was just the mix and there's a lot of assets in there that simply aren't rated? Or was there maybe a better risk-adjusted return you felt you were getting by going after sub-investment grade-rated companies?

Yes. I would say that a lot of them fell into this non-rated bucket. And given our conservative nature, we obviously do our own underwriting to figure out what the implied rating would be if there were to be rated. But we categorized them as sub-investment grade for your purposes. And so, look, again, people have often said we only pursue investment grade-rated tenants that is and we compromise on growth and on initial yield but that has never been what we've done. Again, this is an output of the strategy that we have put in place and it just happens to be that a lot of the assets that we closed on in the first quarter have a profile that again low-vol, predictable business models that have high drop to breakeven in sales if it's a variable cost business or -- sorry, I said it the opposite way. And that is very important to us. But just because we had a 30% investment grade-rated tenants in the first quarter, that really was the output of the types of products that we ended up closing on. But the industry and we've shared that with you, the industries that they belong to, the tenants that they happen to be, these are tenants that are very high quality and somebody mentioned LifeTime Fitness, that’s a business that we really like and they are well north of the coverage ratio -- rent coverage ratios that our overall portfolio has and their breakeven in drop to sales is over 40%, but yet that's going to fall in the non-investment grade-rated bucket because it's a private company that doesn't have a rating. So I wouldn't look anything into that particular number. It is going to continue to move around and a perfect example would be Sainsbury's next quarter. It's a non-rated company but if you run the metrics through the S&P credit model which is what we did, it would be rated investment-grade. But there again, that's a very large transaction that is going to not have the investment grade, it won't be part of that investment-grade profile. Hopefully that helps.

No, that makes complete sense. And then, can you maybe provide a little color on any tenant credit-driven vacancy in the quarter? If I heard you right, you had 101 leases expire. If I kind of look on page 21 of the sup, that would imply there were around 10 or so assets that were vacant because of -- not because of the expiring leases but because of tenant credit. What drove that? I know it's not a huge number, but just any color there would be helpful.

Sure. Happy to address that. We have eight Shopco assets and these were largely second-generation assets for us. And few of those 10-odd came from the Shopco assets. And we expect most of them to come back to us. But it is -- I want to say 17 basis points of rent. So completely immaterial, but those definitely drove some of that 101 vacancies.

I appreciate the color. That's it from me. Thank you.

Thanks.

Our next question will come from Karin Ford of MUFG Securities. Please go ahead.

Hi, just one quick one for Paul. Any plans to refinance the line balance later on this year with the bond deal? And are you considering a commercial paper program or forward equity?

Yes. Well, as Sumit commented earlier, we obviously given the new Sainsbury's we felt compelled to not issue new capital in Q1, thinking that that was material information for a potential equity investor, for example. In addition, we had raised a fair amount of capital end of last year. So we sit here today with that $800 million plus balance, but it is a $3 billion line, so we have plenty of liquidity. We don't feel compelled per se relative to a need for capital relative to our acquisition pipeline in the near term or anything of that sort. And all forms of capital are available to us. So, equity, bonds, each are really well priced right now. Bonds are something, let's say, by year-end we would certainly be considering as part of the mix. Typically our mix is going to be two-thirds plus of equity and the remainder thinking about unsecured bonds. So we could definitely see that as a part of it in. And the relative to commercial paper, it's kind of on that list of new ideas that we are looking into and considering. And it's something I think is very possibly part of our future, but you won't see it in the immediate near term.

This concludes the question-and-answer portion of Realty Income's conference call. I'll now turn the call over to Sumit Roy for concluding remarks.

Thank you everyone for joining us today. We look forward to seeing everyone in a few weeks at ICSC and in the summer at NAREIT. Thank you everyone.

This concludes today's conference. Thank you for your participation. You may now disconnect.