Ladies and gentlemen, thank you for standing by, and welcome to the Realty Income Third Quarter 2020 Operating Results Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session.

[Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would like to now hand the conference over to your speaker today, Andrew Crum, Associate Director of Realty Income. Please go ahead, sir..

Thank you, all, for joining us today for Realty Income's third quarter 2020 operating results conference call. Discussing our results will be Sumit Roy, President and Chief Executive Officer; and Jonathan Pong, Senior Vice President, Head of Capital Markets and Finance.

During this conference call, we will make certain 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. We will be observing a two-question limit during the Q&A portion of the call in order to give everyone the opportunity to participate. If you'd like to ask additional questions, you may reenter the queue.

I will now turn the call over to our CEO, Sumit Roy..

Endgame. Further, recent reports from China where over 80% of movie theaters are open, show that daily box office revenue has recovered to 2019 levels. Though we acknowledge that cultural nuances do influence theater attendance, it remains a relevant data point.

We continue to believe particularly for blockbuster movies, that a theatrical release will be the preferred distribution channel for studios going forward, given the superior economics afforded to them versus the streaming platform.

That said, we do recognize that the industry is changing, and that there will likely be a rationalization of theatres in a post-pandemic reality. Under this scenario, underperforming theatres may not survive.

Near-term, there are several uncertainties facing the industry particularly around, when the major movie studios will feel comfortable releasing their films through the theatrical distribution channel. And with theaters in New York City and Los Angeles, the two largest markets in the U.S.

remaining shuttered, we like others who follow the industry lack clarity as to whether studios will be inclined to release blockbuster films.

As a result, our confidence level associated with the collectability of a portion of our outstanding theater receivables has diminished, and the near-term solvency risk facing the two largest operators in the space, AMC and Cineworld is incrementally more pronounced.

To that end, we believe it is prudent to establish a full reserve for the outstanding receivable balance for 37 of our 78 total theater assets, and to move to cash accounting for revenue recognition purposes, for these 37 assets going forward.

We deemed the collectability of rents for these 37 theater assets to be less than probable, based on a variety of factors including the store level performance of these assets.

To be clear, we believe our theater portfolio is one of very high-quality, and we estimate that 82% of theatres in our portfolio are in the top two quartile of each operator's portfolio in terms of store level performance.

Specifically, of the 72 theater assets that we have recent unit level financial information on, we estimate that 41 are in the top quartile, 18 are in the second quartile, 11 are in the third quartile, and two are in the bottom quartile, based on pre-pandemic EBITDAR performance.

Our criteria to determine which of these assets to move to cash accounting was predicated on a holistic approach, based largely on these productivity rankings on a pre-rent and post-rent basis.

We determined that 31 of these assets most of which were still profitable based on pre-pandemic financials, generated EBITDA that prevented us from deeming collection as probable. Of the remaining six assets for which we are reserving, we did not have access to unit level financial information to assess collectability.

Thus, as a conservative measure, we reserve for those six assets as well. The financial impact of our theater reserves is $17.2 million of reserves recognized for these 37 assets, $1.6 million of which is straight line rent receivable reserve, and thus has no AFFO impact.

The third quarter impact is approximately $0.04 per share diluted to AFFO, and $0.05 per share diluted to FFO. And going forward, we will not accrue revenue on these assets unless we actually collect the cash rent, all we determine collectability has become probable again.

During the quarter, we recorded provisions for impairment of approximately $105 million, $79 million of which was associated with 12 theater assets. To arrive at the appropriate impairment for our theater assets, we analyzed the same 37 assets where collection probability was deemed less than probable.

Of the 37 assets we analyzed, we determined that 12 assets had a probability weighted undiscounted cash flow that was less than the current net book value of the assets. Accordingly, we impaired the carrying value of these 12 assets down to their estimated fair value.

As a reminder, provisions for impairment only impact net income and has no impact on the company's FFO or AFFO. Now I'd like to outline our current thoughts on the long-term outlook for our overall portfolio revenue stream, almost all of which we expect to remain intact in a post-pandemic world.

As discussed, we do expect a level of rationalization in the overall theatre industry, which may require repositioning some of our properties.

The theaters most likely to be impacted going forward would be a subset of the 37 properties, which we have moved to cash accounting, which in total represent $33.3 million of annual rent, or 2% of our annual rent.

To be clear, we do not expect to lose the entirety of rent associated with these properties longer-term, even in the event of potential closures. Beyond the theatre industry, we continue to monitor select tenants in the health and fitness and restaurant industries in particular.

Though the overall diversity credit and real estate quality of our portfolio gives us comfort that any longer-term rent loss would be fairly modest. Moving on, our same-store rental revenue decreased 4.4% during the quarter and 1.5% year-to-date.

Our reported same-store growth includes deferred rent and unpaid rent that we have deemed to be collectible over the existing lease term, but similarly excludes rent where collectability is deemed less than probable.

The decrease in same-store rental revenue is primarily driven by reserves we recognize in the theatre industry, and to a lesser extent the health and fitness industry. I will provide additional detail on our financial results for the quarter starting with the income statement.

Our G&A expense as a percentage of rental and other revenue for the quarter was 4.3%. Our year-to-date G&A expense ratio excluding approximately $3.5 million of severance related to the departure of our former CFO was 4.5%.

We continue to have the lowest G&A ratio in the net lease REIT sector, reflecting our best in class efficiency and the scale benefits afforded to us given our size. Our non-reimbursable property expense as a percentage of rental and other revenue was 1.9% for the quarter, and 1.5% year-to-date.

AFFO per share during the quarter was $0.81, and $2.55 year-to-date. Our AFFO per share for the quarter was negatively impacted by the recording of non-straight line rent reserves of approximately $21.8 million during the quarter, which represented $0.06 per share of dilution.

Year-to-date our AFFO per share was negatively impacted by non-straight line rent reserves of approximately $29.3 million, which represents $0.09 per share of dilution. Briefly turning to the balance sheet, we have continued to maintain our conservative capital structure and remain one of only a handful of REITs with at least two A ratings.

During the quarter we issued $315 million of notes due 2031 for an effective annual yield to maturity of 2.34%, and subsequent to quarter end, we completed a debut public offering of Sterling denominated senior unsecured notes for £400 million due 2030, for an effective annual yield to maturity of 1.71%.

Additionally, we raised approximately $349 million of equity during the quarter, primarily through our ATM program. Year-to-date, we have raised nearly $2.7 billion of well-priced capital, including approximately $1.22 billion of equity, and $1.47 billion of debt.

We ended the quarter with low leverage and strong coverage metrics with net debt to adjusted EBITDAre ratio of 5.3 times, or 5.2 times on a pro forma basis, adjusting for the annualized impact of acquisitions and dispositions during the quarter. And our fixed charge coverage ratio remains strong at 5.2 times.

We continue to have very minimal net short-term borrowing, as $856 million outstanding on the line and through our CP program was largely offset with approximately $725 million of cash on hand.

Looking forward, our overall debt maturity schedule remains in excellent shape, with less than $80 million of debt maturities through yearend 2021, excluding CP borrowings. And the weighted average maturity of our bonds is a healthy 8.2 years.

In summary, our balance sheet is in great shape, and we continue to have no leverage, strong coverage metrics and ample liquidity. In September, we increased the dividend for the 108th time in our company's history.

We have increased our dividend every year since the company's listing in 1994, growing the dividend at a compound average annual rate of approximately 4.5%. And we are proud to be one of only three REITs in the S&P 500 dividend aristocrat's index for having increased their dividend every year, for the last 25 consecutive years.

In summary, we are confident in the overall resiliency of our portfolio, and believe our strategy of partnering with large, well-capitalized operators who are leaders in their respective industries will continue to be a successful strategy.

The momentum in our investment pipeline, our ample sources of liquidity, and our size and scale position as favorably to capitalize on near-term growth opportunities. At this time, I'd like to open it up for questions.

Operator?.

[Operator instructions] Your first question comes from the line of Nate Crossett from Berenberg. Your line is now open..

Hey. Good afternoon, guys. Maybe you could just characterize the deal flow heading into the end of the year. Guidance implies a further ramp into 4Q. So, some more color there would be helpful.

Where's that weighted in terms of geographies, concepts? Are there any portfolios in there? And then comments on pricing would be helpful?.

Sure. There's a bunch of questions in there, Nate. So, I'll try to take it one at a time. Look, I think during the second quarter earnings announcement, I had suggested that the pipeline was building up very strong, the sourcing data was incredibly high. And that momentum has continued in the third quarter based on almost $14.5 billion of sourcing.

The good news with regards to this sourcing number is that it is fairly well distributed across geographies. I would say $10 billion or two-thirds of it was U.S., one-third is UK. And that mix has been fairly consistent throughout the year of the $47 billion odd that we've sourced.

With regards to the product that we are pursuing and what the cap rate environment looks like. It is largely in what will be deemed as essential retail. So grocery stores, home improvement, convenience stores, dollar stores, there continues to be enough product within those sectors, that's keeping us busy.

And again, especially on the grocery side, as well as to a lesser extent on the home improvement side, we continue to see both those industries very well represented in the UK. You talked about cap rates or pricing was a specific question. Look, we continue to see pricing cap rates compress, both here in the U.S. as well as in the UK.

And this is across asset types, both on the industrial single tenant industrial side, as well as the high-quality retail assets that we are targeting and pursuing. I would say that investment grade rated retail today in the U.S. is in the low 5s to potentially even a four handle for certain assets. And it very rarely gets above a six cap.

If you start to look beyond investment grade, yes, you will get in the low 5s to potentially in the low 7s. But there is very few products that we are pursuing that has a seven handle in front of it. And in the UK, the pricing is even more competitive.

Especially on the grocery side, you'll find product on the retail side of the equation in the low to sort of 4.2% 4.3% zip code to the mid-5. On the single tenant industrial side across both the U.S. and UK cap rates have compressed, very good product with tenants that we would like to partner with, with long-term leases are trading in the low 4s.

So it is a very expensive market. But this is where relationships and previous relationships with tenants and brokers and the folks that control some of the transactions, the developers et cetera that really comes to the forefront. And we feel very good about the pipeline that we've built.

It's part of the reason why we were sitting on some cash in recognition of being able to finance right off of our balance sheet..

Okay, that's all very helpful. Thank you. Just quickly, if we go back into a lockdown, and I guess UK is going into a lockdown this week.

What's the impact that you see on the pipeline? Is it different time around I guess is the question?.

Yes, so I'll answer your UK question first, Nate. Again, what they are shutting down tends to be gyms, movie theaters, casual dining concepts, bars, et cetera. And we have no exposure to any of those industries, say for one theater in the UK.

Most of our exposure happens to be in the grocery side of the business, and more recently, in the home improvement side of the business, which is deemed as essential retail and will continue to remain open.

And these are the precise industries that have actually experienced tailwinds during this pandemic, because of some of the social distancing and stay at home norms that have been adopted by the consumer base. So, we feel pretty good about our portfolio and its ability to perform in the event of a prolonged shutdown in the UK.

Here in the U.S., we've also sort of very much bookended where the risk lies, and it is primarily in the theater business, and that's the reason why we spend so much of the time discussing our thesis and walking you through why we've done what we've done in the theater side of the business.

Outside of the theater business, its health and fitness to a lesser extent. And the issue of being able to continue to operate a fitness center at 50% capacity is not an issue in and of itself, because most of the time at the peak capacity levels, they rarely go above that 50%, 55% to begin with.

And again, given our main two exposures in the health and fitness businesses to the Lifetime and LA Fitness, they continue to be largely open at this point. And I think in the month of October, we collected 83% of the rent. So, we feel that at least with this particular industry, we bookended the risk fairly well.

But, look, if we go into a big shut down, I do think that, some of the other industries that were impacted casual dining, Daycare Centers, et cetera, they are much better equipped to handle a prolonged shutdown today than they were in the month of April.

And we feel better about their ability to continue to use some of the avenues that they've created, i.e. click and collect, drive-thru, et cetera, as a method to continue to operate their businesses in a way where they can continue to pay us rent.

So, the industry that I feel that is going to be - and it continues to be impacted is the theater industry. But outside of that, I think we feel pretty good about the operators we are exposed to in some of these other industries that that could be impacted. But we feel like they'll fare much better this time around than they did in April..

Okay, thank you..

Sure..

Your next question comes from the line of Katy McConnell from Citi. Your line is now open..

Okay, great. Thanks.

Can you provide some color on the portion of larger portfolio deals completed this quarter, as far as pricing and tenant credit for those? And any other opportunities like that, that you're looking at today they've done market construction?.

Yes. Sure, Katie. Look 55% of what we closed were portfolio deals in the third quarter. So, we continue to see a very healthy flow of portfolio transactions. And truth be told, that's what moves the needle for us, especially on the retail side of the equation.

But the comment around cap rates continues to be true Katie, even portfolios are trading at more aggressive cap rates than they were six months ago.

And we closed on a transaction in the third quarter with a client that we have a very good relationship with, and the cap rate we ended up paying on that particular portfolio was 20 basis points inside of where we did the previous sale leaseback with them on. And then subsequent to that, we've seen cap rates compress even further.

And so yes, we have seen a very healthy pipeline of portfolio transactions and some staggeringly large portfolios are out there in the market. And it's public, in terms of, what they are.

And so that's a very good situation for a company like ours, where we have the ability to write, do much larger transactions without running into concentration issues, and especially if it is with a relationship client and that has not abated. And it's not just a phenomenon that we're seeing here in the in the U.S.

We are seeing portfolio transactions in the UK as well. And in fact, we ended up closing on a portion of a portfolio transaction that we did with one of our very good relationships in the UK in the third quarter as well. And so the momentum that we've been able to generate both here in the U.S. and the UK continues to be very strong.

And that's what gives us the confidence of having increased our guidance by $500 million at the midpoint of our previous acquisition guidance..

Thanks for the color. And then just a quick follow-up.

Could you talk about the progress you've made so far in the held for sale assets? And what you're seeing so far, regarding pricing indication? And do you expect a royalty of rent in the industry volume next year to sell down more of your high-risk exposure outside of figures?.

Absolutely, Katie. I mean, we are already up to $186 million. And I think you can expect a similar run rate in the fourth quarter, which will be one of the larger disposition strategies that we've had or disposition amounts that we've had in the recent past.

And the commentary on cap rates continues to be true on the disposition side of the equation as well. So of course, these are assets that no longer strategically fit the profile of our optimal portfolio, but there continues to be a market for it.

And that's the reason why we were able to achieve such high double digit, high teen type unlevered IRRs, because the market is very conducive to sell into. And we will continue to do that going forward. But again, it's a story of two baskets, if you will.

There's definitely a very healthy appetite for all of the industries that I've talked about as being essential retail, and cap rates are incredibly aggressive in that particular bucket. But if you look at assets in the health and fitness business, or if you look at assets in the theater business, there is no market right now.

So, yes, we can continue to call our portfolio and evolve towards our optimal portfolio. But it's not a market where you can sell, essentially, any asset that you have, or you desire to sell. So, I think we have to take that into consideration as well..

Thank you..

Sure..

Your next question comes from line of Spenser Allaway from Green Street. Your line is now open..

Hey, thank you. This is Harsh, filling in for Spenser.

Could you talk a little bit about your disposition activity, just building on that sort of the tenant or industry, or the particular geography that you're looking to exit from, which may not be strategically fitting with your portfolio rate?.

Yes. So Harsh, I think, in trying to answer Katy's question, I talked about the volume, but I'll get a bit more specific. The assets that we are selling are, there was some grocery assets that we sold with operators that we didn't seem like fit our profile for the long-term, and we're able to get very aggressive pricing.

All of the assets sold were here in the U.S. So I just want to make that point very clear. And then there were some assets that we've sold on the convenience store side of the business. And these tend to be formats, that, again, is not what we would be pursuing actively.

So these are more like kiosks, 1,500 square feet boxes, with half an acre, with potentially tenants that don't quite have the credit profile that we would like to have long-term, there continues to be a market for those types of products and so we're selling those assets. And then of course, we sell a lot of vacant assets as well in this market.

And despite the fact that we are in the midst of a pandemic there continues to be especially for well-located vacant assets, there continues to be an appetite amongst the developer community to come in and buy those fairly aggressively. And so that's the makeup of some of the assets that we've been selling.

And another industry that I would throw in there is the restaurant business. So some of the assets that we've sold, happened to be in the restaurant business..

Thank you. And just talking about theater again. How many of the 37 theaters that forbids collection were deemed less than probable? I have leases that are expiring in the next two years.

And then on that where that would impaired? Can you provide some more color on them, like the tenants they were leased to or geographies they were in, like within major city center or something like that?.

Sure. So, the way we sort of went through the analysis, I think I went through it in a fair amount of detail, but I'll just be brief. On the 31 of the 37 assets, they happen to be two of them were in the top quartile of performance, 16 were in the second quartile, 11 in the third quartile, and two in the fourth quartile.

And then there were six assets for which we didn't have financial information.

And so that's the 37 assets that we deemed, as being ones that in a conservative scenario, if there was going to be rationalization in the theatre business, we couldn't say with a high probability of a collection that we'll be able to collect rent, and so we move them to cash accounting.

Of those 37 assets, we did the impairment analysis, because anytime we move to cash accounting that's a trigger for impairment. 12 of those assets were deemed as being impaired.

And there are several analyses that we go through when you compare the undiscounted cash flow to the net book value, and if it's less than the net book value, we take an impairment. And so those 12 assets resulted in $79 million of the $105 million of impairment.

And then there was another asset that we had an office asset that resulted in about $18 million of impairment. And then that basically constituted the vast majority of the $105 million. The lease terms remaining on the portfolio on the entire theater industry, I think it's in the high single digits for both Regal as well as AMC..

That's helpful. Thank you so much..

Thank you..

Your next question comes from the line of Greg McGinniss from Scotiabank. Your line is now open..

Hey Sumit. The average investment size in UK this year, it's over $30 million a property versus the $5.5 million in the U.S., which I imagine is just a function of focusing on grocery store acquisitions in the UK.

And I'm curious is that the trend we should expect to continue regarding larger average asset size in UK index universal property types available or meeting your underwriting standards is more limited than in the U.S.?.

That's a very good observation, Greg. And because we have very tightly defined parameters for what we are going to pursue in the UK, they tend to fall in one of two buckets, it's either going to be and mostly it's going to be in the grocery side of the equation, or it's going to be home improvement.

And those boxes tend to be larger, and they tend to be very well located, they tend to be located in high demographic regions. And they have a price point of right around $30 million to $45 million apart. And then when you supplement that with industrial assets that we are also pursuing, again, very rigid standards.

Those will tend to be even higher than that, 2x that in some cases. So that's the product mix that you're going to find us pursuing in the UK. And that's the reason why those price per property points in the UK are going to be much larger.

Here in the U.S., obviously, we go after a lot of discrete quick service restaurants, et cetera, which could trade at $1.5 million per part. And so on average the $4 million to $5 million is the average per property that you find here in the U.S., but that's what drives the differences..

Thanks. And then shifting gears thinking about industrial acquisitions. Now, I know you mentioned that cost of capital is an issue regarding execution.

There are a couple peers in the net lease space that appear to be maybe somewhat more successful at closing industrial and like manufacturing deals this year, one of which focuses on sale leaseback in the space and another that's trying to make inroads.

Are these deals that you're seeing and turning down? Or am I just kind of off the mark here on this comparison because we prefer a different asset or tenant space? Any new case and cover on why you may or may not be pursuing or sourcing certain deals will be appreciated?.

Sure. And look, I don't want to speak to what our competitors are doing, Greg. But the assets that we are pursuing, with the operators that we are pursuing on the industrial side, yes, we have come across mid-6%, high-6% deals, but for a variety of reasons.

And it's largely driven by where these assets are located or the tenant and the credit that the tenant has or the type of business that they are involved in. It just doesn't get us comfortable. And so we walk away from those transactions. The ones that we are pursuing, they happen to be in the zip code that I've shared with you with regards to pricing.

And so it has been a bit challenging for us. And thankfully, we've got the cost of capital to pursue some not all of these transactions and that's what we're trying to do is be as clinical as we can, leverage the relationships that we have. But in some cases, pricing gets to a point where we just have to walk away..

Okay, that's fair. Thank you..

Sure..

Your next question comes from the line of Brent Dilts from UBS. Your line is now open..

Hey, guys. Thanks for taking the question.

So first, could you provide some color on how competition in the transaction market has evolved during the pandemic? And I'm specifically looking for maybe like how much capital you're seeing come in from outside the industry, places like private equity, pension funds, et cetera?.

Yes, happy to answer that. At the very beginning, I want to say right around June, et cetera, when we were reengaging, I'll tell you that we were amongst the very few that was still active in the acquisitions market. And we certainly took advantage of that.

In some cases, we had transactions that we had sort of suspended, just entering into the pandemic, those came back to us. And we were able to transact some of those at slightly higher cap rates, but very, very quickly that scenario has changed. And it has become far more competitive.

Even though some of our public peers have not fully engaged in the acquisitions market, there is plenty of capital chasing product on the retail side, which is where the surprise has been. The industrial has been less surprising to us. Even though, over the last six months, we've seen pricing get fairly aggressive.

And there, we do see a lot of international money chasing well located long-term leases. But the biggest surprise for us has been on the retail side. The product that we're chasing, it's not surprising that that should attract the preponderance of capital.

And we have seen that, and so that I think is the main reason why cap rates have gotten compressed. And now it's pretty aggressive out there..

Okay, great.

And then just sticking with the transaction market, how has bid-ask spreads changed during the year? And has there been a big variance by tenant industry?.

Well, clearly transactions that are occurring. So, we just raised our guidance to $2 billion, approximately $2 billion. And so, this is obviously a testament to the pipeline that we have, transactions that we've already got over the finish line. I think, there's plenty of transactions that will get done.

The fixed income market is obviously incredibly - the cost of capital in the fixed income market is incredibly low right now, it's very competitive.

And so this is where, our ratings et cetera come into the forefront because if one-third of the financing is coming from there, our overall cost of capital does allow us to continue to play even though the markets have gotten aggressive. Clearly, there was a period where very, very few transactions were getting done.

And this is the month of April, which is when everybody was trying to get their arms around the pandemic, et cetera. But I would say that lasted all of four to six weeks, and immediately after that, transactions got done. And they got done at higher levels in the month of June, July than they are getting down today..

Great. Thanks, Sumit..

Yes..

[Operator Instructions] Your next question comes from line of Linda Tsai from Jefferies. Your line is now open..

Hi, good afternoon. Thanks for the detail on the theatres.

When you look at the pre-pandemic profitability for the 41 theaters not on cash accounting, what's your base case for how long the recovery takes to approach those prior levels?.

Yes. Linda, that's a great question. And I wish I had an answer for you, I can't share with you that those 41 assets are obviously in the top quartile of performance. They all cleared EBITDA, which is post rent obligations, et cetera, north of $1 million per asset.

And so, those were the best of the best assets that either of the two large operators have, that's part of our portfolio. And so, as to when can they get back to those levels, I did share with you that in China, even though they have some constraints in capacity, they're already at pre-pandemic levels.

This is largely going to be a function of when the studios feel comfortable, releasing these assets to the theaters, and if they keep pushing the high budget content further in and further out, the further out, it will be when these assets when these theaters can generate that $1 million plus of EBITDAs.

And right now this on December 24, we still have the Wonder Woman movie that is still scheduled to come out. The James Bond film got moved out to April of next year.

If those start to remain, and if the content that has been pushed out next year does come in next year, and we have a vaccine over the next 60 days and people start to feel more comfortable about being able to go back to the theaters, I can see this rebounding fairly quickly.

But the question remains there are so many ifs, right, when will the vaccine come out, when will the customers feel confident of coming back. And we have some data points to point to, we also believe that streaming is not going to be the preferred route for these high budget movies, just because the math doesn't play out.

And so I think it really is directly tied to when the studios are going to release the content and the customers feel comfortable in being able to go back, and I think that's going to be a function of when we have a vaccine available.

So, if those play out, I think very quickly thereafter, I can see these assets starting to go north of $1 million again..

Got it.

And so are these better positioned theatres on percentage rents right now?.

So a lot of these assets we have basically constructed through sale leasebacks that we entered into with both Regal as well as with AMC. And these were assets that AMC and Regal used to own on their balance sheet. And so they tend to be the better performing assets anyway.

And what we have continue to do is to invest, we invested with them when they change the format to accommodate the better seating and the stadium seating and the food and beverage, et cetera. And as part of that, we entered into percentage rent, participation with some of these operators.

And so, I don't have the precise number in terms of how many of these assets are on percentage rent, but I do know that, as part of entering into a capital contribution to repurpose some of these assets, we did have percentage rental..

Thank you. And then just one follow-up. In terms of the subset of the 37 assets that would be up for repositioning.

What are some alternative uses?.

Yes, and that's why we continue to be positively surprised, Linda. So, unsolicited, we received some feedback on one of our theater assets where a developer shared with us that it could be positioned to a mixed-use multifamily side, it's very well located.

Another one was identified as a potential last mile distribution center, because these tend to be 12, 13 acres parcels and so you could easily create 100,000 square foot last mile distribution center. Now, of course, you have to go through zoning, et cetera.

But we feel that, because of where these assets are located, they can be repositioned and we will come out. Okay, it's just a matter of time and commitment and capital commitment. But unsolicited, the feedback we've received so far, because people are all tracking what's happening in the theatre business.

We feel that we've come out okay, in the event that we need to position some of these assets..

Thank you..

Sure..

Your next question comes from the line of John Massocca from Ladenburg Thalmann. Your line is now open..

Good afternoon..

Hi, John, how are you?.

Good.

How about yourself?.

Good..

Hopefully, it doesn't sound a question.

Can you maybe touch on theaters? If an operator went into bankruptcy, would that move all the theaters lease the tenant that was bankrupt? But those theaters that hadn't been put into this kind of cash accounting bucket, would that move them into cash accounting? Essentially, what is the potential for kind of another one-time hit the AFFO something does happen to Cineworld or AMC?.

Yes. Look, if they cease to exist, there is no doubt. They file Chapter 11. Chapter 11 filing in and of itself is not a triggering event.

It's just like, what are they planning and doing? What's their path forward? But if it switches over into Chapter 7, then clearly, we're going to write off even the 41 assets that is not on cash accounting, right now, we immediately shift to cash accounting on that. So that's the quick answer on what you just suggested.

And that is the reason why we are continuing to monitor AMC came out. I think it was yesterday, maybe we want to raise another $15 million through the ATM program. But this is about what's going to happen first, if they run out of liquidity, and they can't find alternative sources of capital. And this could become a very different kind of discussion.

But the question that we keep asking ourselves is, how will the studios that have made the shift to producing these high budget films, they're making fewer films today and 60% of what they are making tends to be this high budget movies? How can they replicate the profitability model that they have through the theatrical distribution channel? We can't see that being replicated in PPOD [ph].

So time will tell, but yes, if situations change, and they do go down the path of filing, then we will have to revisit our analysis..

Okay. And then touching on Nate's question from way back earlier in the call, and sorry, if I missed the responses. How does a lockdown a second lockdown in UK potentially impact deal flow? If at all, I mean 2Q UK deal flow fell to little over $50 million.

Could that happen again? Or was that moving more reaction to some of the financial market uncertainty and pricing uncertainty rather than structural problems, the closing deals associated with the lockdown?.

The product that we're pursuing there's plenty of product on the grocery side, there is plenty of product on the single tenant industrial side. So there are funds that are going full cycle, they recognize that there's a market for essential retail, those have continued to do well.

So we don't see the product that we are actively pursuing, necessarily dry up, because of the Prime Minister shutting down UK again. And I think, I've made the comments already on the industries that are being shut down. We are not pursuing those in the UK. So that does not impact us. And so I think we'd be okay. And it's a similar story here in the U.S.

Even in the midst of the previous lockdown, there was product, I think there was this small window where everything was - there was a slight pause in the market, but then very quickly thereafter the product velocity took off and we started getting really busy, getting inbounds and seeing transactions that we wanted to pursue.

So I think it'll be similar. And the big difference between now and then is that operators are better prepared, which doesn't mean that they're not going to feel some pain, but they're just better prepared to handle it. Casual dining is better prepared.

Daycare centers are better prepared in terms of the operators, certainly quick service restaurants are better prepared. So I think it's going to be different. And unless there's a mandate that none of these facilities will be allowed to remain open, which could happen, but which a small probability of happening, I think these businesses will be okay..

But is there a potential shift deal flow from maybe 4Q to 1Q or 1Q '21 to 2Q '21?.

No, actually the 4Q numbers I think are - we are in the beginning of November, it's largely established at this point. So the question will really be if there is some hiccup in the market and sourcing dries up, which again, I want to reiterate, we don't see happening.

But if it were to happen, it would probably impact some of first quarter 2021, second quarter 2021. Because you start to build up the portfolio today to close on assets in the first quarter of next year. And so far, so good..

Very helpful. Thank you..

Sure..

Your next question comes from the line of Joshua Dennerlein from Bank of America. Your line is now open..

Hey, Sumit. Hope you're well. I was curious about your strategy on the issuing in Sterling debt market going forward.

And why you kind of chose that market through the linked bond [ph] issuance?.

Sure.

How are you, Joshua?.

Good, fantastic..

So I'll tell you, it's very difficult to look at that particular market, when we are buying assets in that market and not match funded with the local currency. For us, it makes perfect sense.

And then, obviously, even when we did our first sale leaseback that sort of got us into the UK with Sainsbury's, we try to match fund it with £300 odd million of local denominated British pounds.

And even though we had to go down the 144 path to get there, the reason for doing that was essentially to match fund and not have to worry about trying to enter into cross currency hedges, et cetera, which we did on the remainder. But in doing so we left some economics on the table.

And for us, we feel that the product that we are pursuing then has a profile that needs to be warranted with the cost of capital that we can raise there.

And we would be a miss if we didn't take advantage of the fact that we have two A credit rating, and we can issue similar tenured paper at potentially 50 basis points, 60 basis points inside of what we can issue here in the U.S. And so our all-in cost was 1.7%.

We have assets that have 10-year ship north of 10 years, in fact, on a portfolio basis, it's well north of that. And to be able to match fund it with £400 million at 1.71% all in costs, that just allows us to create more value for our shareholders. So that was the rationale..

Yes. Josh, I would just add. This is Jonathan. This is something that we were looking to do very early in the year and obviously, the pandemic hit. And we were patient, we weighted towards a point in time where the market covered, there's certainly a dearth of supply in the Sterling bond market.

Pricing had recovered to a point where on an indicative basis, we're able to execute well inside of where 10-year U.S. paper would have priced. And then obviously, just the diversification of our investor base on the fixed income side and it's very high-quality order book.

That was a strategic goal of ours for quite some time going all the way back to 2019, when we first entered the UK market. So it all kind of came together fairly nicely when it did..

Awesome. I appreciate that guys. I'll leave the floor. Thank you..

Thank you, Josh..

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

Well, thank you everyone for joining us, and I look forward to seeing a lot of you at the upcoming NAREIT conference. Thank you very much. Bye-bye..

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect..