Skip to main content

REALTY INCOME CORP

For the period ended May 30, 2024. Filed Apr 15, 2024.

View on SEC.gov

About 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

O$59.04-0.8%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

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):

202320222021
Net income available to common stockholders$872,309$869,408$359,456
Depreciation and amortization1,895,1771,670,389897,835
Depreciation of furniture, fixtures and equipment(2,239)(2,014)(1,026)
Provisions for impairment of real estate82,20825,86038,967
Gain on sales of real estate(25,667)(102,957)(55,798)
Proportionate share of adjustments for unconsolidated entities4,20512,8121,931
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 costs14,46413,897167,413
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 compensation26,22721,61716,234
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)7182,905
Non-cash change in allowance for credit losses4,874——
Straight-line impact of cash settlement on interest rate swaps(2)7,1901,558—
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, net79,10163,24337,970
Proportionate share of adjustments for unconsolidated entities932(4,239)(1,948)
Other adjustments(3)23,04026,2643,356
AFFO available to common stockholders$2,774,870$2,401,359$1,488,753
AFFO allocable to dilutive noncontrolling interests5,5404,0331,619
Diluted AFFO$2,780,410$2,405,392$1,490,372
94 Realty Income2024 Proxy Statement
Table of ContentsAppendix A
AFFO per common share
Basic4.013.933.59
Diluted4.003.923.59
Distributions paid to common stockholders2,111,7931,813,4321,169,026
AFFO available to common stockholders in excess of distributions paid to common stockholders663,077587,927319,727
Weighted average number of common shares used for computation per share
Basic692,298611,766414,535
Diluted694,819613,473415,270
  1. 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.

  2. 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.

  3. 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):

202320222021
Net income$219,762$228,336$4,467
Interest208,313131,290100,739
Loss on extinguishment of debt——46,722
Income taxes15,8039,38110,128
Depreciation and amortization475,856438,174333,229
Provisions for impairment27,2819,4817,990
Merger and integration-related costs9,932903137,332
Gain on sales of real estate(5,992)(9,346)(20,402)
Foreign currency and derivative loss (gain), net18,371(2,692)(1,880)
Gain on settlement of foreign currency forwards—2,139—
Proportionate share of adjustments for unconsolidated entities14,9831131,581
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 Adjustments74,919119,876358,560
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 debt659,190—86,006
Less: Cash and cash equivalents(232,923)(171,102)(258,579)
2024 Proxy StatementRealty Income 95
Appendix ATable of Contents
202320222021
Net Debt(2)$21,907,136$17,764,437$15,000,276
Net Debt/Pro Forma Adjusted EBITDAre(3)5.5x5.3x5.3x
  1. We calculate Annualized Adjusted EBITDAre by multiplying the Quarterly Adjusted EBITDAre by four.

  2. 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.

  3. 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 thousands202320222021
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 Income2024 Proxy Statement
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.