REALTY INCOME CORP
For the period ended May 30, 2024. Filed Apr 15, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 30, 2024 · Filed Apr 15, 2024
Contents
Appendix A
Table of Contents
APPENDIX ANon-GAAP financial measures reconciliation.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
Funds from Operations, Normalized Funds from Operations, and Adjusted Funds from Operations
The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to FFO, Normalized FFO, and AFFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (dollars in thousands, except per share amounts):
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Net income available to common stockholders | $872,309 | $869,408 | $359,456 |
| Depreciation and amortization | 1,895,177 | 1,670,389 | 897,835 |
| Depreciation of furniture, fixtures and equipment | (2,239) | (2,014) | (1,026) |
| Provisions for impairment of real estate | 82,208 | 25,860 | 38,967 |
| Gain on sales of real estate | (25,667) | (102,957) | (55,798) |
| Proportionate share of adjustments for unconsolidated entities | 4,205 | 12,812 | 1,931 |
| FFO adjustments allocable to noncontrolling interests | (3,855) | (1,605) | (785) |
| FFO available to common stockholders | $2,822,138 | $2,471,893 | $1,240,580 |
| Merger and integration-related costs | 14,464 | 13,897 | 167,413 |
| Normalized FFO available to common stockholders | $2,836,602 | $2,485,790 | $1,407,993 |
| (Gain) loss on extinguishment of debt | — | (367) | 97,178 |
| Amortization of share-based compensation | 26,227 | 21,617 | 16,234 |
| Amortization of net debt premiums and deferred financing costs(1) | (44,568) | (67,150) | (6,182) |
| Non-cash (gain) loss on interest rate swaps | (7,189) | 718 | 2,905 |
| Non-cash change in allowance for credit losses | 4,874 | — | — |
| Straight-line impact of cash settlement on interest rate swaps(2) | 7,190 | 1,558 | — |
| Leasing costs and commissions | (9,878) | (5,236) | (6,201) |
| Recurring capital expenditures | (331) | (587) | (1,202) |
| Straight-line rent and expenses, net | (141,130) | (120,252) | (61,350) |
| Amortization of above and below-market leases, net | 79,101 | 63,243 | 37,970 |
| Proportionate share of adjustments for unconsolidated entities | 932 | (4,239) | (1,948) |
| Other adjustments(3) | 23,040 | 26,264 | 3,356 |
| AFFO available to common stockholders | $2,774,870 | $2,401,359 | $1,488,753 |
| AFFO allocable to dilutive noncontrolling interests | 5,540 | 4,033 | 1,619 |
| Diluted AFFO | $2,780,410 | $2,405,392 | $1,490,372 |
| 94 Realty Income | 2024 Proxy Statement |
|---|
| Table of Contents | Appendix A |
|---|
| AFFO per common share | |||
|---|---|---|---|
| Basic | 4.01 | 3.93 | 3.59 |
| Diluted | 4.00 | 3.92 | 3.59 |
| Distributions paid to common stockholders | 2,111,793 | 1,813,432 | 1,169,026 |
| AFFO available to common stockholders in excess of distributions paid to common stockholders | 663,077 | 587,927 | 319,727 |
| Weighted average number of common shares used for computation per share | |||
| Basic | 692,298 | 611,766 | 414,535 |
| Diluted | 694,819 | 613,473 | 415,270 |
Includes the amortization of net premiums on notes payable and assumption of our mortgages payable, which are being amortized over the life of the applicable debt, and costs incurred and capitalized upon issuance and exchange of our notes payable, assumption of our mortgages payable and issuance of our term loans, which are also being amortized over the lives of the applicable debt. No costs associated with our credit facility agreements or annual fees paid to credit rating agencies have been included.
Represents the straight-line amortization of $72.0 million gain realized upon the termination of $500.0 million in notional interest rate swaps in October 2022, over the term of the $750.0 million of 5.625% senior unsecured notes due October 2032.
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, and adjustments allocable to noncontrolling interests
Pro Forma Adjusted EBITDAre
The following is a reconciliation of fourth quarter net income available to common stockholders (which we believe is the most comparable GAAP measure) to Quarterly Adjusted EBITDAre (dollars in thousands):
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Net income | $219,762 | $228,336 | $4,467 |
| Interest | 208,313 | 131,290 | 100,739 |
| Loss on extinguishment of debt | — | — | 46,722 |
| Income taxes | 15,803 | 9,381 | 10,128 |
| Depreciation and amortization | 475,856 | 438,174 | 333,229 |
| Provisions for impairment | 27,281 | 9,481 | 7,990 |
| Merger and integration-related costs | 9,932 | 903 | 137,332 |
| Gain on sales of real estate | (5,992) | (9,346) | (20,402) |
| Foreign currency and derivative loss (gain), net | 18,371 | (2,692) | (1,880) |
| Gain on settlement of foreign currency forwards | — | 2,139 | — |
| Proportionate share of adjustments for unconsolidated entities | 14,983 | 113 | 1,581 |
| Quarterly Adjusted EBITDAre | $984,309 | $807,779 | $619,906 |
| Annualized Adjusted EBITDAre(1) | $3,937,236 | $3,231,116 | $2,479,624 |
| Annualized Pro Forma Adjustments | 74,919 | 119,876 | 358,560 |
| Annualized Pro Forma Adjusted EBITDAre | $4,012,155 | $3,350,992 | $2,838,184 |
| Total Consolidated Debt(2) | $21,480,869 | $17,935,539 | $15,172,849 |
| Proportionate share of unconsolidated entities debt | 659,190 | — | 86,006 |
| Less: Cash and cash equivalents | (232,923) | (171,102) | (258,579) |
| 2024 Proxy Statement | Realty Income 95 |
|---|
| Appendix A | Table of Contents |
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Net Debt(2) | $21,907,136 | $17,764,437 | $15,000,276 |
| Net Debt/Pro Forma Adjusted EBITDAre(3) | 5.5x | 5.3x | 5.3x |
We calculate Annualized Adjusted EBITDAre by multiplying the Quarterly Adjusted EBITDAre by four.
Net Debt is total debt per our consolidated balance sheet, excluding deferred financing costs and net premiums and discounts, but including our proportionate share on debt from unconsolidated entities, less cash and cash equivalents.
The reconciliation of Net Debt/Pro forma Adjusted EBITDAre above also represents the reconciliation of Net Debt/Annualized Pro Forma Adjusted EBITDAre referenced elsewhere in this Proxy Statement.
The Annualized Pro Forma Adjustments, which includes transaction accounting adjustments in accordance with U.S. GAAP, consists of adjustments to incorporate Adjusted EBITDAre from properties we acquired or stabilized during the applicable quarter and to remove Adjusted EBITDAre from properties 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 and bonds. The following table summarizes our Annualized Pro forma Adjusted EBITDAre calculation for the periods indicated below:
| Dollars in thousands | 2023 | 2022 | 2021 |
|---|---|---|---|
| Annualized pro forma adjustments from properties acquired or stabilized | $77,012 | $120,408 | $400,575 |
| Annualized pro forma adjustments from properties disposed | (2,093) | (532) | (42,015) |
| Annualized Pro Forma Adjustments | $74,919 | $119,876 | $358,560 |
| 96 Realty Income | 2024 Proxy Statement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.