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Realty Income 10-K 2009 Documents found in this filing:
 UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the Fiscal Year Ended December 31, 2008
Commission
File Number 1-13374
REALTY
INCOME CORPORATION
(Exact
name of registrant as specified in its charter)
600 La
Terraza Boulevard, Escondido, California 92025-3873
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (760) 741-2111
Securities
registered pursuant to Section 12 (b) of the Act:
Securities
registered pursuant to Section 12 (g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. YES x NO
o
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. YES o NO
x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES x NO
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer x Accelerated
filer o Non-accelerated
filer o Smaller
reporting company o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES o NO
x
At June
30, 2008, the aggregate market value of the Registrant’s shares of common stock,
$1.00 par value, held by non-affiliates of the Registrant was $2.2 billion, at
the New York Stock Exchange (“NYSE”) closing price of $22.76.
At February
9, 2009, the number of shares of common stock outstanding was 104,319,051, the
number of Class D preferred stock outstanding was 5,100,000 and the number
of Class E preferred stock outstanding was 8,800,000.
DOCUMENTS
INCORPORATED BY REFERENCE
Part
III, Items 10, 11, 12, 13 and 14 incorporate by reference certain specific
portions of the definitive Proxy Statement for Realty Income Corporation’s
Annual Meeting to be held on May 12, 2009, to be filed pursuant to
Regulation 14A. Only those portions of the proxy statement which are
specifically incorporated by reference herein shall constitute a part of this
annual report.
PART
I
Item
1: Business
Realty
Income Corporation, The Monthly Dividend Company®, is a
Maryland corporation organized to operate as an equity real estate investment
trust, or REIT. Our primary business objective is to generate
dependable monthly cash distributions from a consistent and predictable level of
funds from operations, or FFO per share. Our monthly distributions
are supported by the cash flow from our portfolio of retail properties leased to
regional and national retail chains. We have in-house acquisition,
leasing, legal, retail and real estate research, portfolio management and
capital markets expertise. Over the past 39 years, Realty Income and its
predecessors have been acquiring and owning freestanding retail properties that
generate rental revenue under long-term lease agreements (primarily 15 to 20
years).
In
addition, we seek to increase distributions to common stockholders and FFO per
share through both active portfolio management and the acquisition of additional
properties. Our portfolio management focus includes:
In
acquiring additional properties, we adhere to a focused strategy of primarily
acquiring properties that are:
At
December 31, 2008, we owned a diversified portfolio:
Of the
2,348 properties in the portfolio, 2,337, or 99.5%, are single-tenant, retail
properties and the remaining 11 are multi-tenant, distribution and office
properties. At December 31, 2008, 2,268 of the 2,337 single-tenant properties
were leased with a weighted average remaining lease term (excluding extension
options) of approximately 11.9 years.
In
addition, at December 31, 2008, our wholly-owned taxable REIT subsidiary, Crest
Net Lease, Inc. (“Crest”), had an inventory of five properties with a
carrying value of $6.0 million, which are classified as held for
sale. Crest was created to buy and sell properties, primarily to
individual investors who are involved in tax-deferred exchanges under Section
1031 of the Internal Revenue Code of 1986, as amended (the “Tax
Code”). We anticipate Crest will not acquire any properties in
2009.
We
typically acquire retail store properties under long-term leases with retail
chain store operators. These transactions generally provide capital to owners of
retail real estate and retail chains for expansion or other corporate purposes.
Our acquisition and investment activities are concentrated in well-defined
target markets and generally focus on retail chains providing goods and services
that satisfy basic consumer needs.
Our
net-lease agreements generally:
We
commenced operations as a REIT on August 15, 1994 through the merger of 25
public and private real estate limited partnerships. Each of the partnerships
was formed between 1970 and 1989 for the purpose of acquiring and managing
long-term, net-leased properties.
The
eight senior officers of Realty Income owned 1.2% of our outstanding common
stock with a market value of $25.9 million at February 9, 2009. The
directors and eight senior officers of Realty Income, as a group, owned 2.5% of
our outstanding common stock with a market value of $52.1 million
at February 9, 2009.
Our
common stock is listed on The New York Stock Exchange (“NYSE”) under the ticker
symbol “O” with a cusip number of 756109-104. Our central index key number is
726728.
Our
Class D cumulative redeemable preferred stock is listed on the NYSE under the
ticker symbol “OprD” with a cusip number of 756109-609.
Our
Class E cumulative redeemable preferred stock is listed on the NYSE under the
ticker symbol “OprE” with a cusip number of 756109-708.
In
February 2009, we had 69 permanent employees as compared to 75 permanent
employees in February 2008.
We
maintain an Internet website at www.realtyincome.com. On our website we make
available, free of charge, copies of our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to those
reports, as soon as reasonably practicable after we electronically file these
reports with the Securities and Exchange Commission, or SEC. None of
the information on our website is deemed to be part of this report.
Increases
in Monthly Distributions to Common Stockholders
We
continue our 39-year policy of paying distributions monthly. Monthly
distributions per share increased in January 2009 by $0.000625 to
$0.14175. The increase in January 2009 was our 45th
consecutive quarterly increase and the 52nd
increase in the amount of our dividend since our listing on the NYSE in 1994. In
2008, we paid three monthly cash distributions per share in the amount of
$0.13675, three in the amount of $0.137375, two in the amount of $0.138, one in
the amount of $0.1405 and three in the amount of $0.141125, totaling $1.66225.
In December 2008 and January 2009, we declared distributions of $0.14175 per
share, which were paid in January 2009 and will be paid in February 2009,
respectively.
The
monthly distribution of $0.14175 per share represents a current annualized
distribution of $1.701 per share, and an annualized distribution yield of
approximately 8.4% based on the last reported sale price of our common stock on
the NYSE of $20.19 on February 9, 2009. Although we expect to continue our
policy of paying monthly distributions, we cannot guarantee that we will
maintain our current level of distributions, that we will continue our pattern
of increasing distributions per share, or what our actual distribution yield
will be in any future period.
Acquisitions
During 2008
During
2008, Realty Income invested $189.6 million in 108 new retail properties and
properties under development with an initial weighted average contractual lease
rate of 8.7%. $181.4 million of these acquisitions occurred in the first quarter
of 2008 while only $8.2 million was invested during the remainder of
2008. These 108 properties are located in 14 states, contain over
714,000 leasable square feet, and are 100% leased with an average lease term of
20.6 years. The 108 new properties acquired by Realty Income are
net-leased to eight different retail chains in the following seven industries:
automotive tire service, convenience store, drug store, financial services,
motor vehicle dealership, restaurant and theater. There were no
acquisitions by Crest in 2008.
Our
2008 portfolio acquisitions were lower than in recent years primarily due to
uncertainty in the commercial retail real estate market. Property
prices continued to decline and lease rates rose throughout 2008. We
continue to monitor the acquisition market carefully and will acquire properties
for long-term investment when we believe the transactions are accretive to our
shareholders.
The
initial weighted average contractual lease rate is computed as estimated
contractual net operating income (in a net-leased property this is equal to the
base rent or, in the case of properties under development, the estimated base
rent under the lease) for the first year of each lease, divided by the estimated
total costs. Since it is possible that a tenant could default on the payment of
contractual rent, we cannot assure you that the actual return on the funds
invested will remain at the percentages listed above.
Investments
in Existing Properties
In
2008, we capitalized costs of $2.8 million on existing properties in our
portfolio, consisting of $956,000 for re-leasing costs and $1.5 million for
building improvements.
$355
Million Acquisition Credit Facility
In May
2008, we entered into a new $355 million acquisition credit facility which
replaced our existing $300 million acquisition credit facility that was
scheduled to expire in October 2008. The term of the new credit
facility is for three years until May 2011, plus two, one-year extension
options. Under the new credit facility, our investment grade credit
ratings provide for financing at the London Interbank Offered Rate, commonly
referred to as LIBOR, plus 100 basis points with a facility fee of 27.5 basis
points, for all-in drawn pricing of 127.5 basis points over LIBOR. We
also have other interest rate options available to us.
Issuance
of Common Stock
In
September 2008, we issued 2,925,000 shares of common stock at a price of $26.82
per share. The net proceeds of $74.4 million were used, along
with our available cash on hand, to repay the $100 million outstanding principal
amount of our 8.25% Monthly Income Senior Notes (“2008 Notes”) in November 2008
and the $20 million outstanding principal amount of our 8% Notes (“2009 Notes”)
in January 2009.
Note
Redemptions
In
November 2008, we redeemed the $100 million outstanding principal amount of our
2008 Notes. In January 2009, we redeemed the $20 million outstanding
principal amount of our 2009 Notes. The 2008 Notes and 2009 Notes
were redeemed at a redemption price equal to 100% of the principal amount, plus
accrued and unpaid interest. We now have no debt maturities until
2013.
Retirement
of Chairman of the Board of Directors
William
E. Clark, our previous non-executive chairman, retired from the Board of
Directors effective February 10, 2009. Our Corporate Governance
and Nominating Committee recommended, and the Board of Directors elected, Donald
R. Cameron as the new non-executive chairman effective upon Mr. Clark’s
retirement. Mr. Cameron has served on Realty Income's Board of Directors
since 1994, and has been Realty Income's lead independent director since May
2004.
Net
Income Available to Common Stockholders
Net
income available to common stockholders was $107.6 million in 2008 versus
$116.2 million in 2007, a decrease of $8.6 million. On a diluted per common
share basis, net income was $1.06 per share in 2008 as compared to $1.16 per
share in 2007.
The
calculation to determine net income available to common stockholders includes
gains from the sales of properties. The amount of gains varies from period to
period based on the timing of property sales and can significantly impact net
income available to common stockholders.
The
gain recognized during 2008 from the sales of investment properties and from the
additional proceeds received from a sale of excess land was $13.6 million, as
compared to a $3.6 million gain recognized from the sales of investment
properties and excess land during 2007.
Funds
from Operations (FFO)
In
2008, our FFO decreased by $4.2 million, or 2.2%, to $185.5 million versus
$189.7 million in 2007. On a diluted per common share basis, FFO
was $1.83 in 2008 compared to $1.89 in 2007, a decrease of $0.06, or
3.2%.
See our
discussion of FFO in the section entitled “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in this annual report, which
includes a reconciliation of net income available to common stockholders to
FFO.
Crest’s
Property Sales
During
2008, Crest sold 25 properties from its inventory for an aggregate of
$50.7 million, which resulted in a gain of $4.6 million. Crest’s
gains are included in “income from discontinued operations, real estate acquired
for resale by Crest” on our consolidated statements of income.
Crest’s
Property Inventory
Crest’s
had an inventory of five properties with a carrying value of $6.0 million at
December 31, 2008, which is included in “real estate held for sale, net” on our
consolidated balance sheet.
Distributions
are paid monthly to our common, Class D preferred and Class E preferred
stockholders if, and when, declared by our Board of Directors.
In
order to maintain our tax status as a REIT for federal income tax purposes, we
generally are required to distribute dividends to our stockholders aggregating
annually at least 90% of our REIT taxable income (determined without regard to
the dividends paid deduction and excluding net capital gains), and we are
subject to income tax to the extent we distribute less than 100% of our REIT
taxable income (including net capital gains). In 2008, our cash distributions
totaled $193.9 million, or approximately 122.7% of our estimated REIT
taxable income of $158.0 million. Our estimated REIT taxable income
reflects non-cash deductions for depreciation and amortization. Our
estimated REIT taxable income is presented to show our compliance with REIT
distribution requirements and is not a measure of our liquidity or
performance.
We
intend to continue to make distributions to our stockholders that are sufficient
to meet this distribution requirement and that will reduce our exposure to
income taxes. Our 2008 cash distributions to common stockholders totaled
$169.7 million, representing 91.5% of our funds from operations available
to common stockholders of $185.5 million.
The
Class D preferred stockholders receive cumulative distributions at a rate of
7.375% per annum on the $25 per share liquidation preference (equivalent to
$1.84375 per annum per share). The Class E preferred stockholders
receive cumulative distributions at a rate of 6.75% per annum on the $25 per
share liquidation preference (equivalent to $1.6875 per annum per
share).
Future
distributions will be at the discretion of our Board of Directors and will
depend on, among other things, our results of operations, FFO, cash flow from
operations, financial condition and capital requirements, the annual
distribution requirements under the REIT provisions of the Tax Code, our debt
service requirements and any other factors the Board of Directors may deem
relevant. In addition, our credit facility contains financial covenants that
could limit the amount of distributions payable by us in the event of a
deterioration in our results of operations or financial condition, and which
prohibit the payment of distributions on the common or preferred stock in the
event that we fail to pay when due (subject to any applicable grace period) any
principal or interest on borrowings under our credit facility.
Distributions
of our current and accumulated earnings and profits for federal income tax
purposes generally will be taxable to stockholders as ordinary income, except to
the extent that we recognize capital gains and declare a capital gains dividend,
or that such amounts constitute "qualified dividend income" subject to a reduced
tax rate. The maximum tax rate of non-corporate taxpayers for “qualified
dividend income” has generally been reduced to 15% (until it “sunsets” or
reverts to the provisions of prior law, which under current law will occur with
respect to taxable years beginning after December 31, 2010). In general,
dividends payable by REITs are not eligible for the reduced tax rate on
corporate dividends, except to the extent the REIT’s dividends are attributable
to dividends received from taxable corporations (such as our taxable REIT
subsidiary, Crest), to income that was subject to tax at the corporate or REIT
level (for example, if we distribute taxable income that we retained and paid
tax on in the prior taxable year) or, as discussed above, dividends properly
designated by us as “capital gain dividends.” Distributions in excess of
earnings and profits generally will be treated as a non-taxable reduction in the
stockholders’ basis in their stock. Distributions above that basis, generally,
will be taxable as a capital gain to stockholders who hold their shares as a
capital asset. Approximately 18.8% of the distributions to our common
stockholders, made or deemed to have been made in 2008, were classified as a
return of capital for federal income tax purposes. We are unable to predict the
portion of future distributions that may be classified as a return of
capital.
Investment
Philosophy
We
believe that owning an actively managed, diversified portfolio of retail
properties under long-term, net leases produces consistent and predictable
income. Net leases typically require the tenant to be responsible for
monthly rent and property operating expenses including property taxes, insurance
and maintenance. In addition, tenants are typically responsible for future rent
increases based on increases in the consumer price index (typically subject to
ceilings), fixed increases or, to a lesser degree, additional rent calculated as
a percentage of the tenants’ gross sales above a specified level. We
believe that a portfolio of properties under long-term leases, coupled with the
tenant’s responsibility for property expenses, generally produces a more
predictable income stream than many other types of real estate portfolios, while
continuing to offer the potential for growth in rental income.
Investment
Strategy
In
identifying new properties for acquisition, our focus is generally on providing
capital to retail chain owners and operators by acquiring, then leasing back,
retail store locations. We categorize retail tenants as: 1) venture market,
2) middle market, and 3) upper market. Venture companies typically
offer a new retail concept in one geographic region of the country and operate
between five and 50 retail locations. Middle market retail chains typically have
50 to 500 retail locations, operations in more than one geographic region, have
been successful through one or more economic cycles, and have a proven,
replicable concept. The upper market retail chains typically consist of
companies with 500 or more locations, operating nationally, in a proven, mature
retail concept. Upper market retail chains generally have strong operating
histories and access to several sources of capital.
We
primarily focus on acquiring properties leased to middle market retail chains
that we believe are attractive for investment because:
We also
focus on, and have selectively made investments in, properties of upper market
retail chains. We believe upper market retail chains can be attractive for
investment because:
While
our investment strategy focuses primarily on acquiring properties leased to
middle and upper market retail chains, we also selectively seek investment
opportunities with venture market retail chains. Periodically, venture market
opportunities arise where we feel that the real estate used by the tenant is
high quality and can be purchased at favorable prices. To meet our stringent
investment standards, however, venture retail companies must have a well-defined
retailing concept and strong financial prospects. These opportunities are
examined on a case by case basis and we are highly selective in making
investments in this area.
Historically,
our investment focus has been on retail industries that have a service component
because we believe the lease revenue from these types of businesses is more
stable. Because of this investment focus, for the quarter ended December 31,
2008, approximately 83.2% of our rental revenue was derived from retailers with
a service component in their business. Furthermore, we believe these
service-oriented businesses would be difficult to duplicate over the Internet
and that our properties continue to perform well relative to competition from
Internet businesses.
Credit
Strategy
We
generally provide sale-leaseback financing to less than investment grade retail
chains. We typically acquire and lease back properties to regional
and national retail chains and believe that within this market we can achieve an
attractive risk-adjusted return on the financing we provide to
retailers. Since 1970, our overall weighted average occupancy rate at
the end of each year has been 98.4%, and the occupancy rate at the end of each
year has never been below 97%.
We
believe the principal financial obligations of most retailers typically include
their bank and other debt, payment obligations to suppliers and real estate
lease obligations. Because we typically own the land and building in which a
tenant conducts its retail business, we believe the risk of default on a
retailers’ lease obligations is less than the retailers’ unsecured general
obligations. It has been our experience that since retailers must retain their
profitable retail locations in order to survive, in the event of reorganization
they are less likely to reject a lease for a profitable location because this
would terminate their right to use the property. Thus, as the property owner, we
believe we will fare better than unsecured creditors of the same retailer in the
event of reorganization. If a property is rejected by the tenant during
reorganization, we own the property and can either lease it to a new tenant or
sell the property. In addition, we believe that the risk of default on the real
estate leases can be further mitigated by monitoring the performance of the
retailers’ individual unit locations and considering whether to sell locations
that are weaker performers.
In
order to qualify for inclusion in our portfolio, new property acquisitions must
meet stringent investment and credit requirements. The properties must generate
attractive current yields and the tenant must meet our credit
profile. We have established a three-part analysis that examines each
potential investment based on:
The
typical profile of companies whose properties have been approved for acquisition
are those with 50 or more retail locations. Generally the
properties:
Acquisition
Strategy
We seek
to invest in industries in which several, well-organized, regional and national
retail chains are capturing market share through service, quality control,
economies of scale, advertising and the selection of prime retail locations. We
execute our acquisition strategy by acting as a source of capital to regional
and national retail chain store owners and operators, doing business in a
variety of industries, by acquiring and leasing back retail store locations. We
undertake thorough research and analysis to identify appropriate industries,
tenants and property locations for investment. Our research expertise is
instrumental to uncovering net-lease opportunities in markets where our real
estate financing program adds value. In selecting real estate for potential
investment, we generally seek to acquire properties that have the following
characteristics:
Portfolio
Management Strategy
The
active management of the property portfolio is an essential component of our
long-term strategy. We continually monitor our portfolio for any changes that
could affect the performance of the industries, tenants and locations in which
we have invested. We also regularly analyze our portfolio with a view toward
optimizing its returns and enhancing its credit quality. Our executives review
industry research, tenant research, property due diligence and significant
portfolio management activities. This monitoring typically includes regular
review and analysis of:
We have
an active portfolio management program that incorporates the sale of assets when
we believe the reinvestment of the sale proceeds will generate higher returns,
enhance the credit quality of our real estate portfolio, or extend our average
remaining lease term. At December 31, 2008, we classified real estate with a
carrying amount of $6.7 million as held for sale on our balance sheet,
which includes $6.0 million for properties owned by
Crest. Additionally, we anticipate selling investment properties in
our portfolio that have not yet been specifically identified, from which we
anticipate receiving between $10 million and $35 million in proceeds during the
next 12 months. We intend to invest these proceeds into new property
acquisitions. However, we cannot guarantee that we will sell properties during
the next 12 months.
Universal
Shelf Registration
In
April 2006, we filed a shelf registration statement with the SEC, which is
effective for a term of three years. In accordance with the SEC
rules, the amount of securities to be issued pursuant to this shelf registration
statement was not specified when it was filed. The securities covered
by this registration statement include common stock, preferred stock, debt
securities, or any combination of such securities. We may
periodically offer one or more of these securities in amounts, prices and on
terms to be announced when and if the securities are offered. The
specifics of any future offerings, along with the use of proceeds of any
securities offered, will be described in detail in a prospectus supplement, or
other offering materials, at the time of any offering. There is no
specific limit to the dollar amount of new securities that can be issued under
this shelf registration before it expires in April 2009, and our common stock,
preferred stock and notes issued after April 2006 were all issued pursuant to
this universal shelf registration statement. Our plan is to file a
new shelf registration statement prior to April 2009, when our existing shelf
registration statement expires.
Conservative
Capital Structure
We
believe that our stockholders are best served by a conservative capital
structure. Therefore, we seek to maintain a conservative debt level on our
balance sheet and solid interest and fixed charge coverage ratios.
At February 9, 2009, our total outstanding borrowings were
$1.35 billion of senior unsecured notes, or approximately 35.5% of our
total market capitalization of $3.80 billion. We had no borrowings on our
$355 million credit facility.
We
define our total market capitalization at February 9, 2009 as the sum
of:
Historically,
we have met our long-term capital needs through the issuance of common stock,
preferred stock and long-term unsecured notes and bonds. Over the long term, we
believe that common stock should be the majority of our capital structure,
however, we may issue additional preferred stock or debt securities from time to
time. We may issue common stock when we believe that our share price is at a
level that allows for the proceeds of any offering to be accretively invested
into additional properties. In addition, we may issue common stock to
permanently finance properties that were financed by our credit facility or debt
securities. However, we cannot assure you that we will have access to the
capital markets at terms that are acceptable to us.
$355
Million Acquisition Credit Facility
In May
2008, we entered into a new $355 million revolving, unsecured credit facility
which replaced our existing $300 million acquisition credit facility that was
scheduled to expire in October 2008. The term of the new credit
facility is for three years until May 2011, plus two, one-year extension
options. Under the new credit facility, our investment grade credit
ratings provided for financing at the London Interbank Offered Rate, commonly
referred to as LIBOR, plus 100 basis points with a facility fee of 27.5 basis
points, for all-in drawn pricing of 127.5 basis points over LIBOR. We
also have other interest rate options available to
us. At February 9, 2009, we had a borrowing capacity of $355
million available on our new credit facility and no outstanding
balance.
We
expect to use our credit facility to acquire additional retail properties and
for other corporate purposes. Any additional borrowings will increase
our exposure to interest rate risk. We have the right to request an
increase in the borrowing capacity of the credit facility up to $100 million, to
a total borrowing capacity of $455 million. Any increase in the
borrowing capacity is subject to the approval of our credit facility’s lending
banks.
We use our credit facility for the short-term financing of new property acquisitions. When outstanding borrowings under the credit facility reach a certain level (generally in the range of $100 million to $200 million) and capital is available on acceptable terms, we generally seek to refinance those borrowings with the net proceeds of long-term or permanent financing, which may include the issuance of common stock, preferred stock, convertible preferred stock, debt securities or convertible debt securities. We cannot assure you, however, that we will be able to obtain any such refinancing or that market conditions prevailing at the time of refinancing will enable us to issue equity or debt securities upon acceptable terms. Credit
Agency Ratings
We are
currently assigned investment grade corporate credit ratings on our senior
unsecured notes. Fitch Ratings has assigned a rating of BBB+, Moody’s
Investors Service has assigned a rating of Baa1 and Standard & Poor’s
Ratings Group has assigned a rating of BBB to our senior notes. All
of these ratings have “stable” outlooks.
We have
also been assigned credit ratings on our preferred stock. Fitch Ratings has
assigned a rating of BBB, Moody’s has assigned a rating of Baa2 and Standard
& Poor’s has assigned a rating of BB+ to our preferred stock. All
of these ratings have “stable” outlooks.
The
credit ratings assigned to us could change based upon, among other things, our
results of operations and financial condition. These ratings are
subject to ongoing evaluation by credit rating agencies and we cannot assure you
that our ratings will not be changed or withdrawn by a rating agency in the
future if, in its judgment, circumstances warrant. Moreover, a rating
is not a recommendation to buy, sell or hold our debt securities, preferred
stock or common stock.
Mortgage
Debt
We have
no mortgage debt on any of our properties.
No
Off-Balance Sheet Arrangements or Unconsolidated Investments
We have
no unconsolidated or off-balance sheet investments in “variable interest
entities” or off-balance sheet financing, nor do we engage in trading activities
involving energy or commodity contracts or other derivative
instruments.
As we
have no joint ventures, off-balance sheet entities, or mandatory redeemable
preferred stock, our financial position or results of operations are currently
not affected by Financial Accounting Standards Board Interpretation No. 46R,
Consolidation of Variable
Interest Entities and Statement of Financial Accounting Standards No.
150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity.
Competitive
Strategy
We
believe that to successfully pursue our investment philosophy and strategy, we
must seek to maintain the following competitive advantages:
At
December 31, 2008, we owned a diversified portfolio:
In
addition to our real estate portfolio, our subsidiary, Crest had an inventory of
five properties located in five states at December 31, 2008. These properties
have a carrying value of $6.0 million and are classified as held for
sale.
At
December 31, 2008, 2,268 of our 2,348 retail properties were leased under
net-lease agreements. A net lease typically requires the tenant to be
responsible for minimum monthly rent and property operating expenses including
property taxes, insurance and maintenance. In addition, our tenants are
typically responsible for future rent increases based on increases in the
consumer price index (typically subject to ceilings), fixed increases or, to a
lesser degree, additional rent calculated as a percentage of the tenants’ gross
sales above a specified level.
Our
net-leased retail properties primarily are leased to regional and national
retail chain store operators. Most buildings are single-story structures with
adequate parking on site to accommodate peak retail traffic periods. The
properties tend to be on major thoroughfares with relatively high traffic
counts, adequate access and proximity to a sufficient population base to
constitute a suitable market or trade area for the retailer’s
business.
Industry
Diversification
The
following table sets forth certain information regarding Realty Income’s
property portfolio (excluding properties owned by Crest) classified according to
the business of the respective tenants, expressed as a percentage of our total
rental revenue:
Service
Category Diversification
The
following table sets forth certain information regarding the properties owned by
Realty Income (excluding properties owned by Crest) at December 31, 2008,
classified according to the retail business types and the level of services they
provide (dollars in thousands):
Lease
Expirations
The
following table sets forth certain information regarding Realty Income’s
property portfolio (excluding properties owned by Crest) regarding the timing of
the lease term expirations (excluding extension options) on our 2,268 net
leased, single-tenant retail properties as of December 31, 2008 (dollars in
thousands):
* Less
than 0.1%
State
Diversification
The
following table sets forth certain state-by-state information regarding Realty
Income’s property portfolio (excluding properties owned by Crest) as of December
31, 2008 (dollars in thousands):
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