|
Maryland
|
|
33-0580106
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(IRS Employer Identification
Number)
|
|
|
|
Name of Each Exchange
|
Title of Each Class
|
Trading Symbol(s)
|
On Which Registered
|
Common Stock, $0.01 Par Value
|
O
|
New York Stock Exchange
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
|
|
|
|
|
Emerging growth company
o
|
|
|
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Page
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March 31, 2019
|
|
|
December 31, 2018
|
|
||
ASSETS
|
(unaudited)
|
|
|
|
|||
Real estate, at cost:
|
|
|
|
||||
Land
|
$
|
4,751,091
|
|
|
$
|
4,682,660
|
|
Buildings and improvements
|
12,178,429
|
|
|
11,858,806
|
|
||
Total real estate, at cost
|
16,929,520
|
|
|
16,541,466
|
|
||
Less accumulated depreciation and amortization
|
(2,809,690
|
)
|
|
(2,714,534
|
)
|
||
Net real estate held for investment
|
14,119,830
|
|
|
13,826,932
|
|
||
Real estate held for sale, net
|
22,064
|
|
|
16,585
|
|
||
Net real estate
|
14,141,894
|
|
|
13,843,517
|
|
||
Cash and cash equivalents
|
2,997
|
|
|
10,387
|
|
||
Accounts receivable
|
151,341
|
|
|
144,991
|
|
||
Lease intangible assets, net
|
1,205,147
|
|
|
1,199,597
|
|
||
Goodwill
|
14,597
|
|
|
14,630
|
|
||
Other assets, net
|
246,932
|
|
|
47,361
|
|
||
Total assets
|
$
|
15,762,908
|
|
|
$
|
15,260,483
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Distributions payable
|
$
|
69,258
|
|
|
$
|
67,789
|
|
Accounts payable and accrued expenses
|
114,225
|
|
|
133,765
|
|
||
Lease intangible liabilities, net
|
311,331
|
|
|
310,866
|
|
||
Other liabilities
|
243,591
|
|
|
127,109
|
|
||
Line of credit payable
|
838,000
|
|
|
252,000
|
|
||
Term loans, net
|
498,722
|
|
|
568,610
|
|
||
Mortgages payable, net
|
300,993
|
|
|
302,569
|
|
||
Notes payable, net
|
5,377,712
|
|
|
5,376,797
|
|
||
Total liabilities
|
7,753,832
|
|
|
7,139,505
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock and paid in capital, par value $0.01 per share, 370,100,000 shares authorized, 303,807,421 shares issued and outstanding as of
March 31, 2019 and 303,742,090 shares issued and outstanding as of December 31, 2018
|
10,748,467
|
|
|
10,754,495
|
|
||
Distributions in excess of net income
|
(2,752,775
|
)
|
|
(2,657,655
|
)
|
||
Accumulated other comprehensive loss
|
(11,797
|
)
|
|
(8,098
|
)
|
||
Total stockholders’ equity
|
7,983,895
|
|
|
8,088,742
|
|
||
Noncontrolling interests
|
25,181
|
|
|
32,236
|
|
||
Total equity
|
8,009,076
|
|
|
8,120,978
|
|
||
Total liabilities and equity
|
$
|
15,762,908
|
|
|
$
|
15,260,483
|
|
|
Three Months Ended
March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
REVENUE
|
|
|
|
||||
Rental (including reimbursable)
|
$
|
354,037
|
|
|
$
|
317,848
|
|
Other
|
328
|
|
|
447
|
|
||
Total revenue
|
354,365
|
|
|
318,295
|
|
||
|
|
|
|
||||
EXPENSES
|
|
|
|
||||
Depreciation and amortization
|
137,517
|
|
|
131,103
|
|
||
Interest
|
70,020
|
|
|
59,415
|
|
||
General and administrative
|
15,108
|
|
|
15,684
|
|
||
Property (including reimbursable)
|
21,636
|
|
|
16,552
|
|
||
Income taxes
|
1,445
|
|
|
1,223
|
|
||
Provisions for impairment
|
4,672
|
|
|
14,221
|
|
||
Total expenses
|
250,398
|
|
|
238,198
|
|
||
Gain on sales of real estate
|
7,263
|
|
|
3,218
|
|
||
Net income
|
111,230
|
|
|
83,315
|
|
||
Net income attributable to noncontrolling interests
|
(288
|
)
|
|
(152
|
)
|
||
Net income available to common stockholders
|
$
|
110,942
|
|
|
$
|
83,163
|
|
|
|
|
|
||||
Amounts available to common stockholders per common share:
|
|
|
|
||||
Net income, basic and diluted
|
$
|
0.37
|
|
|
$
|
0.29
|
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
303,528,336
|
|
|
283,917,418
|
|
||
Diluted
|
303,819,878
|
|
|
284,345,328
|
|
||
|
|
|
|
||||
Other comprehensive income:
|
|
|
|
||||
Net income available to common stockholders
|
$
|
110,942
|
|
|
$
|
83,163
|
|
Change in fair value of interest rate swaps
|
(4,377
|
)
|
|
—
|
|
||
Amortization of interest rate swaps
|
678
|
|
|
—
|
|
||
Comprehensive income available to common stockholders
|
$
|
107,243
|
|
|
$
|
83,163
|
|
|
|
Shares of
common stock |
|
|
Common
stock and paid in capital |
|
|
Distributions
in excess of net income |
|
|
Accumulated other comprehensive loss
|
|
|
Total
stockholders’ equity |
|
|
Noncontrolling
interests |
|
|
Total
equity |
|
||||||
Balance, December 31, 2017
|
|
284,213,685
|
|
|
$
|
9,624,264
|
|
|
$
|
(2,252,763
|
)
|
|
$
|
—
|
|
|
$
|
7,371,501
|
|
|
$
|
19,207
|
|
|
$
|
7,390,708
|
|
Net income
|
|
—
|
|
|
—
|
|
|
83,163
|
|
|
—
|
|
|
83,163
|
|
|
152
|
|
|
83,315
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributions paid and payable
|
|
—
|
|
|
—
|
|
|
(187,620
|
)
|
|
—
|
|
|
(187,620
|
)
|
|
(356
|
)
|
|
(187,976
|
)
|
||||||
Share issuances, net of costs
|
|
45,933
|
|
|
2,218
|
|
|
—
|
|
|
—
|
|
|
2,218
|
|
|
—
|
|
|
2,218
|
|
||||||
Issuance of common partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,144
|
|
|
12,144
|
|
||||||
Redemption of common units
|
|
60,000
|
|
|
1,468
|
|
|
—
|
|
|
—
|
|
|
1,468
|
|
|
(1,468
|
)
|
|
—
|
|
||||||
Share-based compensation, net
|
|
60,557
|
|
|
(2,750
|
)
|
|
—
|
|
|
—
|
|
|
(2,750
|
)
|
|
—
|
|
|
(2,750
|
)
|
||||||
Balance, March 31, 2018
|
|
284,380,175
|
|
|
$
|
9,625,200
|
|
|
$
|
(2,357,220
|
)
|
|
$
|
—
|
|
|
$
|
7,267,980
|
|
|
$
|
29,679
|
|
|
$
|
7,297,659
|
|
|
|
Shares of
common stock |
|
|
Common
stock and paid in capital |
|
|
Distributions
in excess of net income |
|
|
Accumulated other comprehensive loss
|
|
|
Total
stockholders’ equity |
|
|
Noncontrolling
interests |
|
|
Total
equity |
|
||||||
Balance, December 31, 2018
|
|
303,742,090
|
|
|
$
|
10,754,495
|
|
|
$
|
(2,657,655
|
)
|
|
$
|
(8,098
|
)
|
|
$
|
8,088,742
|
|
|
$
|
32,236
|
|
|
$
|
8,120,978
|
|
Net income
|
|
—
|
|
|
—
|
|
|
110,942
|
|
|
—
|
|
|
110,942
|
|
|
288
|
|
|
111,230
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,699
|
)
|
|
(3,699
|
)
|
|
—
|
|
|
(3,699
|
)
|
||||||
Distributions paid and payable
|
|
—
|
|
|
—
|
|
|
(206,062
|
)
|
|
—
|
|
|
(206,062
|
)
|
|
(273
|
)
|
|
(206,335
|
)
|
||||||
Share issuances, net of costs
|
|
31,898
|
|
|
2,151
|
|
|
—
|
|
|
—
|
|
|
2,151
|
|
|
—
|
|
|
2,151
|
|
||||||
Issuance of common partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,286
|
|
|
6,286
|
|
||||||
Redemption of common units
|
|
—
|
|
|
(6,869
|
)
|
|
—
|
|
|
—
|
|
|
(6,869
|
)
|
|
(13,356
|
)
|
|
(20,225
|
)
|
||||||
Share-based compensation, net
|
|
33,433
|
|
|
(1,310
|
)
|
|
—
|
|
|
—
|
|
|
(1,310
|
)
|
|
—
|
|
|
(1,310
|
)
|
||||||
Balance, March 31, 2019
|
|
303,807,421
|
|
|
$
|
10,748,467
|
|
|
$
|
(2,752,775
|
)
|
|
$
|
(11,797
|
)
|
|
$
|
7,983,895
|
|
|
$
|
25,181
|
|
|
$
|
8,009,076
|
|
|
Three Months Ended
March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
111,230
|
|
|
$
|
83,315
|
|
Adjustments to net income:
|
|
|
|
||||
Depreciation and amortization
|
137,517
|
|
|
131,103
|
|
||
Amortization of share-based compensation
|
2,764
|
|
|
3,662
|
|
||
Non-cash revenue adjustments
|
(2,116
|
)
|
|
(1,544
|
)
|
||
Amortization of net premiums on mortgages payable
|
(354
|
)
|
|
(459
|
)
|
||
Amortization of deferred financing costs
|
1,957
|
|
|
1,652
|
|
||
Loss (gain) on interest rate swaps
|
678
|
|
|
(2,007
|
)
|
||
Gain on sales of real estate
|
(7,263
|
)
|
|
(3,218
|
)
|
||
Provisions for impairment on real estate
|
4,672
|
|
|
14,221
|
|
||
Change in assets and liabilities
|
|
|
|
||||
Accounts receivable and other assets
|
(6,185
|
)
|
|
(2,473
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
(30,873
|
)
|
|
(10,723
|
)
|
||
Net cash provided by operating activities
|
212,027
|
|
|
213,529
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Investment in real estate
|
(517,975
|
)
|
|
(498,448
|
)
|
||
Improvements to real estate, including leasing costs
|
(2,995
|
)
|
|
(8,940
|
)
|
||
Proceeds from sales of real estate
|
22,456
|
|
|
13,779
|
|
||
Insurance proceeds received
|
—
|
|
|
1,184
|
|
||
Collection of loans receivable
|
—
|
|
|
32
|
|
||
Non-refundable escrow deposits for pending acquisitions
|
—
|
|
|
(442
|
)
|
||
Net cash used in investing activities
|
(498,514
|
)
|
|
(492,835
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Cash distributions to common stockholders
|
(204,546
|
)
|
|
(185,556
|
)
|
||
Borrowings on line of credit
|
732,000
|
|
|
1,058,000
|
|
||
Payments on line of credit
|
(146,000
|
)
|
|
(86,000
|
)
|
||
Principal payment on term loan
|
(70,000
|
)
|
|
(125,866
|
)
|
||
Principal payment on notes payable
|
—
|
|
|
(350,000
|
)
|
||
Principal payments on mortgages payable
|
(1,235
|
)
|
|
(12,323
|
)
|
||
Proceeds from dividend reinvestment and stock purchase plan
|
2,164
|
|
|
2,346
|
|
||
Redemption of common units
|
(20,225
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests
|
(321
|
)
|
|
(313
|
)
|
||
Other items, including shares withheld upon vesting
|
(4,087
|
)
|
|
(6,542
|
)
|
||
Net cash provided by financing activities
|
287,750
|
|
|
293,746
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
1,263
|
|
|
14,440
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
21,071
|
|
|
12,142
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
22,334
|
|
|
$
|
26,582
|
|
1.
|
Management Statement
|
A.
|
Lease intangible assets, net, consist of the following at:
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
|
In-place leases
|
$
|
1,353,301
|
|
|
$
|
1,321,979
|
|
|
Accumulated amortization of in-place leases
|
(569,405
|
)
|
|
(546,573
|
)
|
||
|
Above-market leases
|
589,908
|
|
|
583,109
|
|
||
|
Accumulated amortization of above-market leases
|
(168,657
|
)
|
|
(158,918
|
)
|
||
|
|
$
|
1,205,147
|
|
|
$
|
1,199,597
|
|
B.
|
Other assets, net, consist of the following at:
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
|
Right of use asset - operating leases, net
|
$
|
128,073
|
|
|
$
|
—
|
|
|
Right of use asset - financing leases
|
36,901
|
|
|
—
|
|
||
|
Financing receivables
|
22,592
|
|
|
—
|
|
||
|
Prepaid expenses
|
16,905
|
|
|
14,695
|
|
||
|
Credit Facility origination costs, net
|
13,406
|
|
|
14,248
|
|
||
|
Impounds related to mortgages payable
|
10,256
|
|
|
9,555
|
|
||
|
Restricted escrow deposits
|
9,081
|
|
|
1,129
|
|
||
|
Corporate assets, net
|
5,538
|
|
|
5,681
|
|
||
|
Non-refundable escrow deposits for pending acquisitions
|
—
|
|
|
200
|
|
||
|
Other items
|
4,180
|
|
|
1,853
|
|
||
|
|
$
|
246,932
|
|
|
$
|
47,361
|
|
C.
|
Distributions payable consist of the following declared distributions at:
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
|
Common stock distributions
|
$
|
69,153
|
|
|
$
|
67,636
|
|
|
Noncontrolling interests distributions
|
105
|
|
|
153
|
|
||
|
|
$
|
69,258
|
|
|
$
|
67,789
|
|
D.
|
Accounts payable and accrued expenses consist of the following at:
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
|
Notes payable - interest payable
|
$
|
57,072
|
|
|
$
|
73,094
|
|
|
Property taxes payable
|
15,136
|
|
|
14,511
|
|
||
|
Mortgages, term loans, credit line - interest payable and interest rate swaps
|
12,807
|
|
|
8,597
|
|
||
|
Accrued costs on properties under development
|
7,691
|
|
|
8,137
|
|
||
|
Other items
|
21,519
|
|
|
29,426
|
|
||
|
|
$
|
114,225
|
|
|
$
|
133,765
|
|
E.
|
Lease intangible liabilities, net, consist of the following at:
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
|
Below-market leases
|
$
|
411,118
|
|
|
$
|
404,938
|
|
|
Accumulated amortization of below-market leases
|
(99,787
|
)
|
|
(94,072
|
)
|
||
|
|
$
|
311,331
|
|
|
$
|
310,866
|
|
F.
|
Other liabilities consist of the following at:
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
|
Lease liability - operating leases, net
|
$
|
129,145
|
|
|
$
|
—
|
|
|
Lease liability - financing leases
|
5,713
|
|
|
—
|
|
||
|
Rent received in advance and other deferred revenue
|
102,644
|
|
|
115,380
|
|
||
|
Security deposits
|
6,089
|
|
|
6,093
|
|
||
|
Capital lease obligations
|
—
|
|
|
5,636
|
|
||
|
|
$
|
243,591
|
|
|
$
|
127,109
|
|
4.
|
Investments in Real Estate
|
|
Net
decrease to
rental revenue
|
|
Increase to
amortization
expense
|
|
||
2019
|
$
|
(13,265
|
)
|
$
|
75,439
|
|
2020
|
(17,029
|
)
|
95,907
|
|
||
2021
|
(15,832
|
)
|
87,742
|
|
||
2022
|
(14,129
|
)
|
76,138
|
|
||
2023
|
(12,715
|
)
|
65,812
|
|
||
Thereafter
|
(36,950
|
)
|
382,858
|
|
||
Totals
|
$
|
(109,920
|
)
|
$
|
783,896
|
|
5.
|
Credit Facility
|
6.
|
Term Loans
|
7.
|
Mortgages Payable
|
As Of
|
|
Number of
Properties
(1)
|
|
Weighted
Average
Stated
Interest
Rate
(2)
|
|
|
Weighted
Average
Effective
Interest
Rate
(3)
|
|
|
Weighted
Average
Remaining
Years Until
Maturity
|
|
Remaining
Principal
Balance
|
|
|
Unamortized
Premium
and Deferred
Financing Costs
Balance, net
|
|
|
Mortgage
Payable
Balance
|
|
|||
3/31/2019
|
|
60
|
|
5.1
|
%
|
|
4.6
|
%
|
|
2.9
|
|
$
|
297,142
|
|
|
$
|
3,851
|
|
|
$
|
300,993
|
|
12/31/2018
|
|
60
|
|
5.1
|
%
|
|
4.6
|
%
|
|
3.2
|
|
$
|
298,377
|
|
|
$
|
4,192
|
|
|
$
|
302,569
|
|
Year of Maturity
|
|
Principal
|
|
|
2019
|
|
$
|
19.4
|
|
2020
|
|
82.4
|
|
|
2021
|
|
67.0
|
|
|
2022
|
|
109.7
|
|
|
2023
|
|
6.7
|
|
|
Thereafter
|
|
11.9
|
|
|
Totals
|
|
$
|
297.1
|
|
8.
|
Notes Payable
|
5.750% notes, issued in June 2010 and due in January 2021
|
|
$
|
250
|
|
3.250% notes, $450 issued in October 2012 and $500 issued in December 2017, both due in October 2022
|
|
950
|
|
|
4.650% notes, issued in July 2013 and due in August 2023
|
|
750
|
|
|
3.875% notes, issued in June 2014 and due in July 2024
|
|
350
|
|
|
3.875% notes, issued in April 2018 and due in April 2025
|
|
500
|
|
|
4.125% notes, $250 issued in September 2014 and $400 issued in March 2017, both due in October 2026
|
|
650
|
|
|
3.000% notes, issued in October 2016 and due in January 2027
|
|
600
|
|
|
3.650% notes, issued in December 2017 and due in January 2028
|
|
550
|
|
|
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035
|
|
250
|
|
|
4.650% notes, $300 issued in March 2017 and $250 issued in December 2017, both due in March 2047
|
|
550
|
|
|
Total principal amount
|
|
$
|
5,400
|
|
Year of Maturity
|
|
Principal
|
|
|
2021
|
|
$
|
250
|
|
2022
|
|
950
|
|
|
2023
|
|
750
|
|
|
Thereafter
|
|
3,450
|
|
|
Totals
|
|
$
|
5,400
|
|
9.
|
Issuances of Common Stock
|
|
Tau Operating
Partnership units
(1)
|
|
|
Realty Income, L.P.
units
(2)
|
|
|
Other
Noncontrolling
Interests
|
|
|
Total
|
|
||||
Carrying value at December 31, 2018
|
$
|
13,356
|
|
|
$
|
17,912
|
|
|
$
|
968
|
|
|
$
|
32,236
|
|
Redemptions
|
(13,356
|
)
|
|
—
|
|
|
—
|
|
|
(13,356
|
)
|
||||
Shares issued in conjunction with acquisition
|
—
|
|
|
6,286
|
|
|
—
|
|
|
6,286
|
|
||||
Distributions
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
(273
|
)
|
||||
Allocation of net income
|
—
|
|
|
284
|
|
|
4
|
|
|
288
|
|
||||
Carrying value at March 31, 2019
|
$
|
—
|
|
|
$
|
24,209
|
|
|
$
|
972
|
|
|
$
|
25,181
|
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Net real estate
|
$
|
653,232
|
|
|
$
|
2,903,093
|
|
Total assets
|
752,993
|
|
|
3,259,495
|
|
||
Total debt
|
15,897
|
|
|
191,565
|
|
||
Total liabilities
|
102,498
|
|
|
320,800
|
|
March 31, 2019
|
Carrying value
|
|
|
Estimated fair value
|
|
||
Mortgages payable assumed in connection with acquisitions
(1)
|
$
|
297.1
|
|
|
$
|
306.8
|
|
Notes and bonds payable
(2)
|
5,400.0
|
|
|
5,632.7
|
|
December 31, 2018
|
Carrying value
|
|
|
Estimated fair value
|
|
||
Mortgages payable assumed in connection with acquisitions
(1)
|
$
|
298.4
|
|
|
$
|
305.7
|
|
Notes and bonds payable
(2)
|
5,400.0
|
|
|
5,430.0
|
|
(1)
|
Excludes non-cash net premiums recorded on the mortgages payable. The unamortized balance of these net premiums was
$4.0 million
at
March 31, 2019
, and
$4.4 million
at
December 31, 2018
. Also excludes deferred financing costs of
$169,000
at
March 31, 2019
and
$183,000
at
December 31, 2018
.
|
(2)
|
Excludes non-cash original issuance premiums and discounts recorded on notes payable. The unamortized balance of the net original issuance premiums was
$10.3 million
at
March 31, 2019
, and
$10.5 million
at
December 31, 2018
. Also excludes deferred financing costs of
$32.5 million
at
March 31, 2019
and
$33.7 million
at
December 31, 2018
.
|
2019
|
$
|
1,003,897
|
|
2020
|
1,310,769
|
|
|
2021
|
1,261,972
|
|
|
2022
|
1,193,221
|
|
|
2023
|
1,109,269
|
|
|
Thereafter
|
7,195,770
|
|
|
Total
|
$
|
13,074,898
|
|
Month
|
2019
|
|
|
2018
|
|
||
January
|
$
|
0.2210
|
|
|
$
|
0.2125
|
|
February
|
0.2255
|
|
|
0.2190
|
|
||
March
|
0.2255
|
|
|
0.2190
|
|
||
Total
|
$
|
0.6720
|
|
|
$
|
0.6505
|
|
|
Three months ended
March 31,
|
||||
|
2019
|
|
|
2018
|
|
Weighted average shares used for the basic net income per share computation
|
303,528,336
|
|
|
283,917,418
|
|
Incremental shares from share-based compensation
|
291,542
|
|
|
110,888
|
|
Weighted average partnership common units convertible to common shares that were dilutive
|
—
|
|
|
317,022
|
|
Weighted average shares used for diluted net income per share computation
|
303,819,878
|
|
|
284,345,328
|
|
Unvested shares from share-based compensation that were anti-dilutive
|
30,060
|
|
|
24,329
|
|
Weighted average partnership common units convertible to common shares that were anti-dilutive
|
377,767
|
|
|
54,227
|
|
|
March 31, 2019
|
|
|
March 31, 2018
|
|
||
Cash and cash equivalents shown in the consolidated balance sheets
|
$
|
2,997
|
|
|
$
|
20,627
|
|
Restricted escrow deposits
(1)
|
9,081
|
|
|
32
|
|
||
Impounds related to mortgages payable
(1)
|
10,256
|
|
|
5,923
|
|
||
Total cash, cash equivalents, and restricted cash shown in the consolidated
statements of cash flows
|
$
|
22,334
|
|
|
$
|
26,582
|
|
Assets, as of:
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Segment net real estate:
|
|
|
|
||||
Automotive service
|
$
|
253,730
|
|
|
$
|
210,668
|
|
Automotive tire services
|
236,547
|
|
|
238,939
|
|
||
Beverages
|
282,536
|
|
|
284,910
|
|
||
Child care
|
179,267
|
|
|
151,640
|
|
||
Convenience stores
|
1,742,539
|
|
|
1,756,732
|
|
||
Dollar stores
|
1,133,683
|
|
|
1,117,250
|
|
||
Drug stores
|
1,476,192
|
|
|
1,490,261
|
|
||
Financial services
|
410,060
|
|
|
414,613
|
|
||
General merchandise
|
315,593
|
|
|
317,424
|
|
||
Grocery stores
|
834,051
|
|
|
774,526
|
|
||
Health and fitness
|
1,001,191
|
|
|
882,515
|
|
||
Home improvement
|
464,595
|
|
|
424,494
|
|
||
Motor vehicle dealerships
|
212,941
|
|
|
198,204
|
|
||
Restaurants-casual dining
|
550,063
|
|
|
559,616
|
|
||
Restaurants-quick service
|
965,007
|
|
|
964,980
|
|
||
Theaters
|
583,252
|
|
|
555,990
|
|
||
Transportation services
|
752,983
|
|
|
758,133
|
|
||
Wholesale club
|
408,961
|
|
|
412,203
|
|
||
Other non-reportable segments
|
2,338,703
|
|
|
2,330,419
|
|
||
Total segment net real estate
|
14,141,894
|
|
|
13,843,517
|
|
||
Intangible assets:
|
|
|
|
||||
Automotive service
|
60,964
|
|
|
61,951
|
|
||
Automotive tire services
|
8,289
|
|
|
8,696
|
|
||
Beverages
|
1,701
|
|
|
1,765
|
|
||
Child care
|
16,189
|
|
|
12,277
|
|
||
Convenience stores
|
108,993
|
|
|
108,714
|
|
||
Dollar stores
|
50,416
|
|
|
48,842
|
|
||
Drug stores
|
162,099
|
|
|
165,558
|
|
||
Financial services
|
19,561
|
|
|
20,426
|
|
||
General merchandise
|
43,731
|
|
|
43,122
|
|
||
Grocery stores
|
152,867
|
|
|
144,551
|
|
||
Health and fitness
|
68,530
|
|
|
71,609
|
|
||
Home improvement
|
65,078
|
|
|
57,928
|
|
||
Motor vehicle dealerships
|
28,834
|
|
|
28,154
|
|
||
Restaurants-casual dining
|
17,729
|
|
|
18,153
|
|
||
Restaurants-quick service
|
55,364
|
|
|
54,448
|
|
||
Theaters
|
31,014
|
|
|
25,811
|
|
||
Transportation services
|
70,609
|
|
|
73,577
|
|
||
Wholesale club
|
25,706
|
|
|
26,484
|
|
||
Other non-reportable segments
|
217,473
|
|
|
227,531
|
|
||
Goodwill:
|
|
|
|
||||
Automotive service
|
437
|
|
|
437
|
|
||
Automotive tire services
|
862
|
|
|
862
|
|
||
Child care
|
4,852
|
|
|
4,863
|
|
||
Convenience stores
|
1,983
|
|
|
1,983
|
|
||
Restaurants-casual dining
|
1,825
|
|
|
1,841
|
|
||
Restaurants-quick service
|
1,046
|
|
|
1,052
|
|
||
Other non-reportable segments
|
3,592
|
|
|
3,592
|
|
||
Other corporate assets
|
401,270
|
|
|
202,739
|
|
||
Total assets
|
$
|
15,762,908
|
|
|
$
|
15,260,483
|
|
|
Three months ended
March 31,
|
||||||
Revenue
|
2019
|
|
|
2018
|
|
||
Segment rental revenue:
|
|
|
|
||||
Automotive service
|
$
|
7,213
|
|
|
$
|
7,009
|
|
Automotive tire services
|
7,777
|
|
|
7,439
|
|
||
Beverages
|
7,915
|
|
|
7,836
|
|
||
Child care
|
7,827
|
|
|
5,672
|
|
||
Convenience stores
|
41,214
|
|
|
28,000
|
|
||
Dollar stores
|
24,986
|
|
|
23,250
|
|
||
Drug stores
|
33,170
|
|
|
32,242
|
|
||
Financial services
|
7,718
|
|
|
7,020
|
|
||
General merchandise
|
6,911
|
|
|
6,870
|
|
||
Grocery stores
|
16,124
|
|
|
15,665
|
|
||
Health and fitness
|
26,225
|
|
|
23,444
|
|
||
Home improvement
|
9,815
|
|
|
9,244
|
|
||
Motor vehicle dealerships
|
7,348
|
|
|
7,311
|
|
||
Restaurants-casual dining
|
11,290
|
|
|
10,948
|
|
||
Restaurants-quick service
|
21,730
|
|
|
16,249
|
|
||
Theaters
|
17,656
|
|
|
17,770
|
|
||
Transportation services
|
16,026
|
|
|
15,786
|
|
||
Wholesale club
|
9,593
|
|
|
9,532
|
|
||
Other non-reportable segments and tenant reimbursements
|
73,499
|
|
|
66,561
|
|
||
Rental (including reimbursable)
|
354,037
|
|
|
317,848
|
|
||
Other
|
328
|
|
|
447
|
|
||
Total revenue
|
$
|
354,365
|
|
|
$
|
318,295
|
|
|
|
Ground Leases
Paid by Realty Income (1) |
|
Ground Leases
Paid by Our Tenants (2) |
|
Total
|
|
|||||
2019
|
|
$
|
1.2
|
|
|
$
|
10.1
|
|
|
$
|
11.3
|
|
2020
|
|
1.5
|
|
|
13.5
|
|
|
15.0
|
|
|||
2021
|
|
1.3
|
|
|
13.2
|
|
|
14.5
|
|
|||
2022
|
|
1.2
|
|
|
13.1
|
|
|
14.3
|
|
|||
2023
|
|
1.3
|
|
|
13.1
|
|
|
14.4
|
|
|||
Thereafter
|
|
19.8
|
|
|
82.1
|
|
|
101.9
|
|
|||
Total
|
|
$
|
26.3
|
|
|
$
|
145.1
|
|
|
$
|
171.4
|
|
Present value adjustment for remaining lease payments
(3)
|
|
|
|
|
|
(42.3
|
)
|
|||||
Lease liability - operating leases, net
|
|
|
|
|
|
$
|
129.1
|
|
(1)
|
Realty Income currently pays the ground lessors directly for the rent under the ground leases.
|
(2)
|
Our tenants, who are generally sub-tenants under the ground leases, are responsible for paying the rent under these ground leases. In the event a tenant fails to pay the ground lease rent, we are primarily responsible for the rent payment.
|
•
|
Our anticipated growth strategies;
|
•
|
Our intention to acquire additional properties and the timing of these acquisitions;
|
•
|
Our intention to sell properties and the timing of these property sales;
|
•
|
Our intention to re-lease vacant properties;
|
•
|
Anticipated trends in our business, including trends in the market for long-term, net leases of freestanding, single-tenant properties; and
|
•
|
Future expenditures for development projects.
|
•
|
Our continued qualification as a real estate investment trust;
|
•
|
General local and foreign business and economic conditions;
|
•
|
Competition;
|
•
|
Fluctuating interest rates;
|
•
|
Access to debt and equity capital markets;
|
•
|
Continued volatility and uncertainty in the credit markets and broader financial markets;
|
•
|
Other risks inherent in the real estate business including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters;
|
•
|
Impairments in the value of our real estate assets;
|
•
|
Changes in the tax laws of the United States of America;
|
•
|
The outcome of any legal proceedings to which we are a party or which may occur in the future; and
|
•
|
Acts of terrorism and war.
|
•
|
Of
5,876
properties;
|
•
|
With an occupancy rate of
98.3%
, or
5,774
properties leased and
102
properties available for lease;
|
•
|
Leased to
261
different commercial tenants doing business in
48
separate industries;
|
•
|
Located in
49
states and Puerto Rico;
|
•
|
With over
95.2 million
square feet of leasable space; and
|
•
|
With an average leasable space per property of approximately
16,205
square feet; approximately
11,422
square feet per retail property and
229,100
square feet per industrial property.
|
•
|
Properties that are freestanding, commercially-zoned with a single tenant;
|
•
|
Properties that are in significant markets or strategic locations critical to generating revenue for our tenants (i.e. they need the property in which they operate in order to conduct their business);
|
•
|
Properties that we deem to be profitable for the tenants and/or can generally be characterized as important to the successful operations of the company’s business;
|
•
|
Properties that are located within attractive demographic areas relative to the business of our tenants, generally fungible, and have good visibility and easy access to major thoroughfares;
|
•
|
Properties with real estate valuations that approximate replacement costs;
|
•
|
Properties with rental or lease payments that approximate market rents; and
|
•
|
Properties that can be purchased with the simultaneous execution or assumption of long-term, net lease agreements, offering both current income and the potential for future rent increases.
|
•
|
Tenants with reliable and sustainable cash flow;
|
•
|
Tenants with revenue and cash flow from multiple sources;
|
•
|
Tenants that are willing to sign a long-term lease (10 or more years); and
|
•
|
Tenants that are large owners and users of real estate.
|
•
|
The aforementioned overall real estate characteristics, including demographics, replacement cost and comparative rental rates;
|
•
|
Industry, tenant (including credit profile), and market conditions;
|
•
|
Store profitability for retail locations if profitability data is available; and
|
•
|
The importance of the real estate location to the operations of the tenants’ business.
|
•
|
Rent increases at the expiration of existing leases, when market conditions permit;
|
•
|
Optimum exposure to certain tenants, industries, and markets through re-leasing vacant properties and selectively selling properties;
|
•
|
Maximum asset-level returns on properties that are re-leased or sold;
|
•
|
Additional value creation from the existing portfolio by enhancing individual properties, pursuing alternative uses, and deriving ancillary revenue; and
|
•
|
Investment opportunities in new asset classes for the portfolio.
|
•
|
Generate higher returns;
|
•
|
Enhance the credit quality of our real estate portfolio;
|
•
|
Extend our average remaining lease term; and/or
|
•
|
Strategically decrease tenant, industry, or geographic concentration.
|
2019 Dividend increases
|
Month
Declared
|
Month
Paid
|
Dividend
per share
|
|
Increase
per share
|
|
||
1st increase
|
Dec 2018
|
Jan 2019
|
$
|
0.2210
|
|
$
|
0.0005
|
|
2nd increase
|
Jan 2019
|
Feb 2019
|
$
|
0.2255
|
|
$
|
0.0045
|
|
3rd increase
|
Mar 2019
|
Apr 2019
|
$
|
0.2260
|
|
$
|
0.0005
|
|
•
|
Had
108
lease expirations;
|
•
|
Re-leased
71
properties; and
|
•
|
Sold
15
vacant properties.
|
•
|
Shares of our common stock outstanding of
303,807,421
, plus total common units outstanding of
463,119
, multiplied by the last reported sales price of our common stock on the NYSE of
$73.56
per share on
March 31, 2019
, or
$22.4 billion
;
|
•
|
Outstanding borrowings of
$838.0 million
on our credit facility;
|
•
|
Outstanding mortgages payable of
$297.1 million
, excluding net mortgage premiums of
$4.0 million
and deferred financing costs of
$169,000
;
|
•
|
Outstanding borrowings of
$500.0 million
on our term loans, excluding deferred financing costs of
$1.3 million
; and
|
•
|
Outstanding senior unsecured notes and bonds of
$5.4 billion
, excluding net unamortized original issuance premiums of
$10.3 million
and deferred financing costs of
$32.5 million
.
|
5.750% notes, issued in June 2010 and due in January 2021
|
$
|
250
|
|
3.250% notes, $450 issued in October 2012 and $500 issued in December 2017, both due in October 2022
|
950
|
|
|
4.650% notes, issued in July 2013 and due in August 2023
|
750
|
|
|
3.875% notes, issued in June 2014 and due in July 2024
|
350
|
|
|
3.875% notes, issued in April 2018 and due in April 2025
|
500
|
|
|
4.125% notes, $250 issued in September 2014 and $400 issued in March 2017, both due in October 2026
|
650
|
|
|
3.000% notes, issued in October 2016 and due in January 2027
|
600
|
|
|
3.650% notes, issued in December 2017 and due in January 2028
|
550
|
|
|
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035
|
250
|
|
|
4.650% notes, $300 issued in March 2017 and $250 issued in December 2017, both due in March 2047
|
550
|
|
|
Total principal amount
|
$
|
5,400
|
|
Unamortized net original issuance premiums and deferred financing costs
|
(22
|
)
|
|
|
$
|
5,378
|
|
Note Covenants
|
Required
|
Actual
|
|
Limitation on incurrence of total debt
|
<
60% of adjusted assets
|
40.8
|
%
|
Limitation on incurrence of secured debt
|
<
40% of adjusted assets
|
1.8
|
%
|
Debt service coverage (trailing 12 months)
(1)
|
>
1.5x
|
4.5x
|
|
Maintenance of total unencumbered assets
|
>
150% of unsecured debt
|
247.2
|
%
|
Net income available to common stockholders
|
$
|
391,393
|
|
Plus: interest expense, excluding the amortization of deferred financing costs
|
268,071
|
|
|
Plus: provision for taxes
|
5,562
|
|
|
Plus: depreciation and amortization
|
546,194
|
|
|
Plus: provisions for impairment
|
16,720
|
|
|
Plus: pro forma adjustments
|
54,870
|
|
|
Less: gain on sales of real estate
|
(28,688
|
)
|
|
|
|
||
Income available for debt service, as defined
|
$
|
1,254,122
|
|
|
|
||
Total pro forma debt service charge
|
$
|
277,929
|
|
|
|
||
Debt service and fixed charge coverage ratio
|
4.5
|
|
Year of
Maturity
|
Credit
Facility
(1)
|
Notes
and
Bonds
(2)
|
Term
Loan
(3)
|
Mortgages
Payable
(4)
|
Interest
(5)
|
Ground
Leases Paid by
Realty Income
(6)
|
Ground
Leases Paid
by Our
Tenants
(7)
|
Other
(8)
|
Totals
|
||||||||||||||||||
2019
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
19.4
|
|
$
|
192.6
|
|
$
|
1.2
|
|
$
|
10.1
|
|
$
|
33.2
|
|
$
|
256.5
|
|
2020
|
—
|
|
—
|
|
250.0
|
|
82.4
|
|
270.4
|
|
1.5
|
|
13.5
|
|
—
|
|
617.8
|
|
|||||||||
2021
|
—
|
|
250.0
|
|
—
|
|
67.0
|
|
252.9
|
|
1.3
|
|
13.2
|
|
—
|
|
584.4
|
|
|||||||||
2022
|
—
|
|
950.0
|
|
—
|
|
109.7
|
|
242.5
|
|
1.2
|
|
13.1
|
|
—
|
|
1,316.5
|
|
|||||||||
2023
|
838.0
|
|
750.0
|
|
—
|
|
6.7
|
|
189.4
|
|
1.3
|
|
13.1
|
|
—
|
|
1,798.5
|
|
|||||||||
Thereafter
|
—
|
|
3,450.0
|
|
250.0
|
|
11.9
|
|
1,052.7
|
|
19.8
|
|
82.1
|
|
—
|
|
4,866.5
|
|
|||||||||
Totals
|
$
|
838.0
|
|
$
|
5,400.0
|
|
$
|
500.0
|
|
$
|
297.1
|
|
$
|
2,200.5
|
|
$
|
26.3
|
|
$
|
145.1
|
|
$
|
33.2
|
|
$
|
9,440.2
|
|
(1)
|
The initial term of the credit facility expires in March 2023 and includes, at our option, two six–month extensions.
|
(2)
|
Excludes non-cash original issuance discounts and premiums recorded on notes payable of
$10.3 million
and deferred financing costs of
$32.5 million
at
March 31, 2019
.
|
(3)
|
Excludes deferred financing costs of
$1.3 million
.
|
(4)
|
Excludes both non–cash net premiums recorded on the mortgages payable of
$4.0 million
and deferred financing costs of
$169,000
at
March 31, 2019
.
|
(5)
|
Interest on the term loans, notes, bonds, mortgages payable, and credit facility has been calculated based on outstanding balances as of
March 31, 2019
through their respective maturity dates.
|
(6)
|
Realty Income currently pays the ground lessors directly for the rent under the ground leases.
|
(7)
|
Our tenants, who are generally sub-tenants under ground leases, are responsible for paying the rent under these ground leases. In the event a tenant fails to pay the ground lease rent, we are primarily responsible.
|
(8)
|
“Other” consists of
$23.6 million
of commitments under construction contracts and
$9.6 million
for re-leasing costs, recurring capital expenditures, and non-recurring building improvements.
|
|
Three Months Ended
March 31,
|
Increase (Decrease)
|
|||||||
|
2019
|
|
2018
|
|
|||||
REVENUE
|
|
|
|
||||||
Rental (excluding reimbursable)
|
$
|
336,690
|
|
$
|
306,548
|
|
$
|
30,142
|
|
Rental (reimbursable)
|
17,347
|
|
11,300
|
|
6,047
|
|
|||
Other
|
328
|
|
447
|
|
(119
|
)
|
|||
Total revenue
|
$
|
354,365
|
|
$
|
318,295
|
|
$
|
36,070
|
|
•
|
The 98 properties (1.9 million square feet) we acquired in the first three months of 2019, which generated $3.0 million of rent in the first three months of 2019;
|
•
|
The 753 properties (4.8 million square feet) we acquired in 2018, which generated $27.98 million of rent in the first three months of 2019, compared to $428,000 in the first three months of 2018, an increase of $27.6 million;
|
•
|
Same store rents generated on 4,891 properties (84.7 million square feet) during the first three months of 2019 and 2018, increased by $4.5 million or 1.5%, to $298.6 million from $294.06 million; partially offset by
|
•
|
A net decrease in straight-line rent and other non-cash adjustments to rent of $1.6 million in the first three months of 2019 as compared to the first three months of 2018;
|
•
|
A net decrease of $3.3 million relating to properties sold in the first three months of 2019 and during 2018 that were reported in continuing operations; and
|
•
|
A net decrease of $105,000 relating to the aggregate of (i) rental revenue from properties (124 properties comprising 2.3 million square feet) that were available for lease during part of 2019 or 2018, (ii) rental revenue for ten properties under development, and (iii) lease termination settlements. In aggregate, the revenues for these items totaled $4.4 million in the first three months of 2019 compared to $4.5 million in the first three months of 2018.
|
•
|
Base rent increases tied to a consumer price index (typically subject to ceilings);
|
•
|
Percentage rent based on a percentage of the tenants’ gross sales;
|
•
|
Fixed increases; or
|
•
|
A combination of two or more of the above rent provisions.
|
|
Three Months Ended
March 31,
|
Increase
(Decrease)
|
|||||||
|
2019
|
|
2018
|
|
|||||
EXPENSES
|
|
|
|
||||||
Depreciation and amortization
|
$
|
137,517
|
|
$
|
131,103
|
|
$
|
6,414
|
|
Interest
|
70,020
|
|
59,415
|
|
10,605
|
|
|||
General and administrative
|
15,108
|
|
15,684
|
|
(576
|
)
|
|||
Property (excluding reimbursable)
|
4,289
|
|
5,252
|
|
(963
|
)
|
|||
Property (reimbursable)
|
17,347
|
|
11,300
|
|
6,047
|
|
|||
Income taxes
|
1,445
|
|
1,223
|
|
222
|
|
|||
Provisions for impairment
|
4,672
|
|
14,221
|
|
(9,549
|
)
|
|||
Total expenses
|
$
|
250,398
|
|
$
|
238,198
|
|
$
|
12,200
|
|
Total revenue
(1)
|
337,018
|
|
306,995
|
|
|
||||
General and administrative
expenses as a percentage of total revenue
(1)
|
4.5
|
%
|
5.1
|
%
|
|
||||
Property expenses (excluding reimbursable)
as a percentage of total revenue
(1)
|
1.3
|
%
|
1.7
|
%
|
|
(1)
|
Excludes rental revenue (reimbursable).
|
|
Three Months Ended
March 31,
|
|||||
|
2019
|
|
2018
|
|
||
Interest on our credit facility, term loans, notes, mortgages and interest rate swaps
|
$
|
66,976
|
|
$
|
59,650
|
|
Credit facility commitment fees
|
938
|
|
625
|
|
||
Amortization of origination and deferred financing costs
|
2,172
|
|
1,965
|
|
||
Loss (gain) on interest rate swaps
|
678
|
|
(2,007
|
)
|
||
Amortization of net mortgage premiums
|
(354
|
)
|
(459
|
)
|
||
Amortization of net note premiums
|
(292
|
)
|
(379
|
)
|
||
Obligations related to financing lease liabilities
|
77
|
|
77
|
|
||
Interest capitalized
|
(175
|
)
|
(57
|
)
|
||
Interest expense
|
$
|
70,020
|
|
$
|
59,415
|
|
|
|
|
||||
Credit facility, term loans, mortgages and notes
|
|
|
||||
Average outstanding balances (dollars in thousands)
|
$
|
6,752,789
|
|
$
|
6,176,870
|
|
Average interest rates
|
3.98
|
%
|
3.86
|
%
|
•
|
Credit facility outstanding borrowings of
$838.0 million
was
3.3%
;
|
•
|
Term loans outstanding of
$500.0 million
(excluding deferred financing costs of
$1.3 million
) was
3.3%
;
|
•
|
Mortgages payable of
$297.1 million
(excluding net premiums totaling
$4.0 million
and deferred financing costs of
$169,000
on these mortgages) was
5.1%
;
|
•
|
Notes and bonds payable of
$5.4 billion
(excluding net unamortized original issue premiums of
$10.3 million
and deferred financing costs of
$32.5 million
) was
4.0%
; and
|
•
|
Combined outstanding notes, bonds, mortgages, term loans and credit facility borrowings of
$7.0 billion
was
3.9%
.
|
|
Three Months Ended
March 31,
|
|||||
Dollars in thousands
|
2019
|
|
2018
|
|
||
Net income
|
$
|
111,230
|
|
$
|
83,315
|
|
Interest
|
70,020
|
|
59,415
|
|
||
Income taxes
|
1,445
|
|
1,223
|
|
||
Depreciation and amortization
|
137,517
|
|
131,103
|
|
||
Provisions for impairment
|
4,672
|
|
14,221
|
|
||
Gain on sales of real estate
|
(7,263
|
)
|
(3,218
|
)
|
||
Quarterly Adjusted EBITDA
re
|
$
|
317,621
|
|
$
|
286,059
|
|
|
|
|
||||
Annualized Adjusted EBITDA
re
(1)
|
$
|
1,270,484
|
|
$
|
1,144,236
|
|
Total Debt
|
$
|
7,015,427
|
|
$
|
6,594,242
|
|
Debt/Adjusted EBITDA
re
|
5.5
|
|
5.8
|
|
(1)
|
We calculate Annualized Adjusted EBITDA
re
by multiplying the Quarterly Adjusted EBITDA
re
by four.
|
|
Three Months Ended
March 31,
|
|||||
|
2019
|
|
2018
|
|
||
Net income available to common stockholders
|
$
|
110,942
|
|
$
|
83,163
|
|
Depreciation and amortization
|
137,517
|
|
131,103
|
|
||
Depreciation of furniture, fixtures and equipment
|
(155
|
)
|
(159
|
)
|
||
Provisions for impairment
|
4,672
|
|
14,221
|
|
||
Gain on sales of real estate
|
(7,263
|
)
|
(3,218
|
)
|
||
FFO adjustments allocable to noncontrolling interests
|
(38
|
)
|
(228
|
)
|
||
FFO available to common stockholders
|
$
|
245,675
|
|
$
|
224,882
|
|
FFO allocable to dilutive noncontrolling interests
|
—
|
|
218
|
|
||
Diluted FFO
|
$
|
245,675
|
|
$
|
225,100
|
|
|
|
|
||||
FFO per common share, basic and diluted
|
$
|
0.81
|
|
$
|
0.79
|
|
|
|
|
||||
Distributions paid to common stockholders
|
$
|
204,546
|
|
$
|
185,556
|
|
FFO available to common stockholders in excess of distributions paid to common stockholders
|
$
|
41,129
|
|
$
|
39,326
|
|
Weighted average number of common shares used for computation per share:
|
|
|
||||
Basic
|
303,528,336
|
|
283,917,418
|
|
||
Diluted
|
303,819,878
|
|
284,345,328
|
|
|
Three Months Ended
March 31,
|
|||||
|
2019
|
|
2018
|
|
||
Net income available to common stockholders
|
$
|
110,942
|
|
$
|
83,163
|
|
Cumulative adjustments to calculate FFO
(1)
|
134,733
|
|
141,719
|
|
||
FFO available to common stockholders
|
245,675
|
|
224,882
|
|
||
Amortization of share-based compensation
|
2,764
|
|
3,662
|
|
||
Amortization of deferred financing costs
(2)
|
1,040
|
|
844
|
|
||
Amortization of net mortgage premiums
|
(354
|
)
|
(459
|
)
|
||
Loss (gain) on interest rate swaps
|
678
|
|
(2,007
|
)
|
||
Leasing costs and commissions
|
(323
|
)
|
(917
|
)
|
||
Recurring capital expenditures
|
(56
|
)
|
(11
|
)
|
||
Straight-line rent
|
(4,862
|
)
|
(5,365
|
)
|
||
Amortization of above and below-market leases
|
4,114
|
|
3,864
|
|
||
Other adjustments
(3)
|
58
|
|
67
|
|
||
Total AFFO available to common stockholders
|
$
|
248,734
|
|
$
|
224,560
|
|
AFFO allocable to dilutive noncontrolling interests
|
—
|
|
229
|
|
||
Diluted AFFO
|
$
|
248,734
|
|
$
|
224,789
|
|
|
|
|
||||
AFFO per common share, basic and diluted
|
$
|
0.82
|
|
$
|
0.79
|
|
|
|
|
||||
Distributions paid to common stockholders
|
$
|
204,546
|
|
$
|
185,556
|
|
|
|
|
||||
AFFO available to common stockholders in excess of distributions paid to common stockholders
|
$
|
44,188
|
|
$
|
39,004
|
|
Weighted average number of common shares used for computation per share:
|
|
|
||||
Basic
|
303,528,336
|
|
283,917,418
|
|
||
Diluted
|
303,819,878
|
|
284,345,328
|
|
(1)
|
See reconciling items for FFO presented under “Funds from Operations Available to Common Stockholders (FFO).”
|
(2)
|
Includes the amortization of costs incurred and capitalized upon issuance of our notes payable, assumption of our mortgages payable and upon issuance of our term loans. The deferred financing costs are being amortized over the lives of the respective mortgages and term loans. No costs associated with our credit facility agreements or annual fees paid to credit rating agencies have been included.
|
(3)
|
Includes adjustments allocable to both non-controlling interests and obligations related to financing lease liabilities.
|
•
|
Of
5,876
properties;
|
•
|
With an occupancy rate of
98.3%
, or
5,774
properties leased and
102
properties available for lease;
|
•
|
Leased to
261
different commercial tenants doing business in
48
separate industries;
|
•
|
Located in
49
states and Puerto Rico;
|
•
|
With over
95.2 million
square feet of leasable space; and
|
•
|
With an average leasable space per property of approximately
16,205
square feet; approximately
11,422
square feet per retail property and
229,100
square feet per industrial property.
|
Percentage of Rental Revenue (excluding reimbursable) by Industry
|
|||||||||||||||||||||||
|
For the
Quarter Ended
March 31, 2019
|
|
|
For the Years Ended
|
|||||||||||||||||||
|
|
|
Dec 31,
2018
|
|
|
Dec 31,
2017
|
|
|
Dec 31,
2016
|
|
|
Dec 31,
2015
|
|
|
Dec 31,
2014
|
|
|||||||
Aerospace
|
0.8
|
%
|
|
|
0.8
|
%
|
|
|
0.9
|
%
|
|
|
1.0
|
%
|
|
|
1.1
|
%
|
|
|
1.2
|
%
|
|
Apparel stores
|
1.2
|
|
|
|
1.3
|
|
|
|
1.6
|
|
|
|
1.9
|
|
|
|
2.0
|
|
|
|
2.0
|
|
|
Automotive collision services
|
0.9
|
|
|
|
0.9
|
|
|
|
1.0
|
|
|
|
1.0
|
|
|
|
1.0
|
|
|
|
0.8
|
|
|
Automotive parts
|
1.6
|
|
|
|
1.7
|
|
|
|
1.3
|
|
|
|
1.3
|
|
|
|
1.4
|
|
|
|
1.3
|
|
|
Automotive service
|
2.1
|
|
|
|
2.2
|
|
|
|
2.2
|
|
|
|
1.9
|
|
|
|
1.9
|
|
|
|
1.8
|
|
|
Automotive tire services
|
2.3
|
|
|
|
2.4
|
|
|
|
2.6
|
|
|
|
2.7
|
|
|
|
2.9
|
|
|
|
3.2
|
|
|
Beverages
|
2.3
|
|
|
|
2.5
|
|
|
|
2.7
|
|
|
|
2.6
|
|
|
|
2.7
|
|
|
|
2.8
|
|
|
Child care
|
2.3
|
|
|
|
1.7
|
|
|
|
1.8
|
|
|
|
1.9
|
|
|
|
2.0
|
|
|
|
2.2
|
|
|
Consumer appliances
|
0.5
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.6
|
|
|
|
0.5
|
|
|
Consumer electronics
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
Consumer goods
|
0.7
|
|
|
|
0.7
|
|
|
|
0.8
|
|
|
|
0.9
|
|
|
|
0.9
|
|
|
|
0.9
|
|
|
Convenience stores
|
12.2
|
|
|
|
11.2
|
|
|
|
9.6
|
|
|
|
8.7
|
|
|
|
9.2
|
|
|
|
10.1
|
|
|
Crafts and novelties
|
0.7
|
|
|
|
0.7
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
Diversified industrial
|
0.7
|
|
|
|
0.8
|
|
|
|
0.9
|
|
|
|
0.9
|
|
|
|
0.8
|
|
|
|
0.5
|
|
|
Dollar stores
|
7.4
|
|
|
|
7.5
|
|
|
|
7.9
|
|
|
|
8.6
|
|
|
|
8.9
|
|
|
|
9.6
|
|
|
Drug stores
|
9.8
|
|
|
|
10.2
|
|
|
|
10.9
|
|
|
|
11.2
|
|
|
|
10.6
|
|
|
|
9.5
|
|
|
Education
|
0.2
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.4
|
|
|
Electric utilities
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
Entertainment
|
0.4
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
Equipment services
|
0.4
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
0.6
|
|
|
|
0.5
|
|
|
|
0.6
|
|
|
Financial services
|
2.3
|
|
|
|
2.3
|
|
|
|
2.4
|
|
|
|
1.8
|
|
|
|
1.7
|
|
|
|
1.8
|
|
|
Food processing
|
0.5
|
|
|
|
0.5
|
|
|
|
0.6
|
|
|
|
1.1
|
|
|
|
1.2
|
|
|
|
1.4
|
|
|
General merchandise
|
2.0
|
|
|
|
2.3
|
|
|
|
2.0
|
|
|
|
1.8
|
|
|
|
1.7
|
|
|
|
1.5
|
|
|
Government services
|
0.8
|
|
|
|
0.9
|
|
|
|
1.0
|
|
|
|
1.1
|
|
|
|
1.2
|
|
|
|
1.3
|
|
|
Grocery stores
|
4.8
|
|
|
|
5.0
|
|
|
|
4.4
|
|
|
|
3.1
|
|
|
|
3.0
|
|
|
|
3.0
|
|
|
Health and beauty
|
0.3
|
|
|
|
0.2
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
Health and fitness
|
7.7
|
|
|
|
7.4
|
|
|
|
7.5
|
|
|
|
8.1
|
|
|
|
7.7
|
|
|
|
7.0
|
|
|
Health care
|
1.5
|
|
|
|
1.5
|
|
|
|
1.4
|
|
|
|
1.5
|
|
|
|
1.7
|
|
|
|
1.8
|
|
|
Home furnishings
|
0.8
|
|
|
|
0.8
|
|
|
|
0.9
|
|
|
|
0.8
|
|
|
|
0.9
|
|
|
|
0.9
|
|
|
Home improvement
|
2.9
|
|
|
|
3.0
|
|
|
|
2.6
|
|
|
|
2.5
|
|
|
|
2.4
|
|
|
|
1.7
|
|
|
Insurance
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
Jewelry
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
Machinery
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.2
|
|
|
Motor vehicle dealerships
|
2.2
|
|
|
|
1.9
|
|
|
|
2.1
|
|
|
|
1.9
|
|
|
|
1.6
|
|
|
|
1.6
|
|
|
Office supplies
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.4
|
|
|
Other manufacturing
|
0.7
|
|
|
|
0.7
|
|
|
|
0.8
|
|
|
|
0.8
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
Packaging
|
1.0
|
|
|
|
1.1
|
|
|
|
1.0
|
|
|
|
0.8
|
|
|
|
0.8
|
|
|
|
0.8
|
|
|
Paper
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
Pet supplies and services
|
0.5
|
|
|
|
0.5
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
Restaurants - casual dining
|
3.3
|
|
|
|
3.2
|
|
|
|
3.8
|
|
|
|
3.9
|
|
|
|
3.8
|
|
|
|
4.3
|
|
|
Restaurants - quick service
|
6.4
|
|
|
|
5.7
|
|
|
|
5.1
|
|
|
|
4.9
|
|
|
|
4.2
|
|
|
|
3.7
|
|
|
Shoe stores
|
0.2
|
|
|
|
0.5
|
|
|
|
0.6
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|
0.9
|
|
|
Sporting goods
|
1.1
|
|
|
|
1.1
|
|
|
|
1.4
|
|
|
|
1.6
|
|
|
|
1.8
|
|
|
|
1.6
|
|
|
Telecommunications
|
0.6
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
Theaters
|
5.2
|
|
|
|
5.5
|
|
|
|
5.0
|
|
|
|
4.9
|
|
|
|
5.1
|
|
|
|
5.3
|
|
|
Transportation services
|
4.8
|
|
|
|
5.0
|
|
|
|
5.4
|
|
|
|
5.5
|
|
|
|
5.4
|
|
|
|
5.2
|
|
|
Wholesale clubs
|
2.8
|
|
|
|
3.0
|
|
|
|
3.3
|
|
|
|
3.6
|
|
|
|
3.8
|
|
|
|
4.1
|
|
|
Other
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
Totals
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
*
|
Less than 0.1%
|
Property Type
|
Number of
Properties
|
Approximate
Leasable
Square Feet
|
Rental Revenue for the
Quarter Ended
March 31, 2019
(1)
|
|
Percentage of
Rental Revenue
|
|
|
Retail
|
5,702
|
65,128,800
|
$
|
277,813
|
|
82.4
|
%
|
Industrial
|
117
|
26,804,700
|
39,038
|
|
11.6
|
|
|
Office
|
42
|
3,104,200
|
13,548
|
|
4.0
|
|
|
Agriculture
|
15
|
184,500
|
6,647
|
|
2.0
|
|
|
Totals
|
5,876
|
95,222,200
|
$
|
337,046
|
|
100.0
|
%
|
(1)
|
Includes rental revenue for all properties owned at
March 31, 2019
. Excludes revenue of
$(356)
from sold properties and rental revenue (reimbursable) of $17,347.
|
Tenant
|
Number of
Leases
|
|
% of Rental Revenue
(1)
|
|
Walgreens
|
218
|
|
6.1
|
%
|
7-Eleven
|
398
|
|
5.4
|
%
|
FedEx
|
42
|
|
4.7
|
%
|
Dollar General
|
600
|
|
4.0
|
%
|
LA Fitness
|
54
|
|
3.6
|
%
|
Dollar Tree / Family Dollar
|
469
|
|
3.4
|
%
|
AMC Theatres
|
32
|
|
3.2
|
%
|
Walmart / Sam’s Club
|
51
|
|
2.7
|
%
|
Life Time Fitness
|
14
|
|
2.4
|
%
|
Circle K (Couche-Tard)
|
297
|
|
2.3
|
%
|
BJ’s Wholesale Clubs
|
15
|
|
2.0
|
%
|
Treasury Wine Estates
|
17
|
|
1.9
|
%
|
CVS Pharmacy
|
84
|
|
1.8
|
%
|
Regal Cinemas
|
24
|
|
1.8
|
%
|
Kroger
|
20
|
|
1.7
|
%
|
Super America / Western Refining
|
137
|
|
1.7
|
%
|
GPM Investments / Fas Mart
|
210
|
|
1.6
|
%
|
TBC Corporation (Sumitomo)
|
159
|
|
1.5
|
%
|
Home Depot
|
17
|
|
1.3
|
%
|
Rite Aid
|
49
|
|
1.2
|
%
|
Totals
|
2,907
|
|
54.3
|
%
|
(1)
|
Excludes rental revenue (reimbursable).
|
|
Retail Rental Revenue for the Quarter Ended
March 31, 2019
(1)
|
Percentage of Retail Rental Revenue
|
|
|
||
Tenants Providing Services
|
|
|
|
|||
Automotive collision services
|
$
|
2,995
|
|
1.1
|
%
|
|
Automotive service
|
7,213
|
|
2.6
|
|
|
|
Child care
|
7,856
|
|
2.8
|
|
|
|
Education
|
764
|
|
0.3
|
|
|
|
Entertainment
|
1,292
|
|
0.5
|
|
|
|
Equipment services
|
114
|
|
*
|
|
|
|
Financial services
|
6,692
|
|
2.4
|
|
|
|
Health and fitness
|
26,125
|
|
9.4
|
|
|
|
Health care
|
2,010
|
|
0.7
|
|
|
|
Telecommunications
|
80
|
|
*
|
|
|
|
Theaters
|
17,626
|
|
6.4
|
|
|
|
Transportation services
|
250
|
|
0.1
|
|
|
|
Other
|
122
|
|
*
|
|
|
|
|
73,139
|
|
26.3
|
%
|
|
|
Tenants Selling Goods and Services
|
|
|
|
|||
Automotive parts (with installation)
|
1,655
|
|
0.6
|
|
|
|
Automotive tire services
|
7,777
|
|
2.8
|
|
|
|
Convenience stores
|
41,092
|
|
14.8
|
|
|
|
Health and beauty
|
13
|
|
*
|
|
|
|
Motor vehicle dealerships
|
7,347
|
|
2.6
|
|
|
|
Pet supplies and services
|
694
|
|
0.3
|
|
|
|
Restaurants - casual dining
|
10,596
|
|
3.8
|
|
|
|
Restaurants - quick service
|
21,725
|
|
7.8
|
|
|
|
|
90,899
|
|
32.7
|
%
|
|
|
Tenants Selling Goods
|
|
|
|
|||
Apparel stores
|
4,001
|
|
1.4
|
|
|
|
Automotive parts
|
3,373
|
|
1.2
|
|
|
|
Book stores
|
113
|
|
*
|
|
|
|
Consumer electronics
|
1,110
|
|
0.4
|
|
|
|
Crafts and novelties
|
1,872
|
|
0.7
|
|
|
|
Dollar stores
|
24,951
|
|
9.0
|
|
|
|
Drug stores
|
31,699
|
|
11.4
|
|
|
|
General merchandise
|
5,755
|
|
2.1
|
|
|
|
Grocery stores
|
16,131
|
|
5.8
|
|
|
|
Home furnishings
|
2,178
|
|
0.8
|
|
|
|
Home improvement
|
8,487
|
|
3.1
|
|
|
|
Jewelry
|
175
|
|
0.1
|
|
|
|
Office supplies
|
582
|
|
0.2
|
|
|
|
Shoe stores
|
185
|
|
0.1
|
|
|
|
Sporting goods
|
3,570
|
|
1.3
|
|
|
|
Wholesale clubs
|
9,593
|
|
3.4
|
|
|
|
|
113,775
|
|
41.0
|
%
|
|
|
Totals
|
$
|
277,813
|
|
100.0
|
%
|
|
*
|
Less than 0.1%
|
(1)
|
Includes rental revenue for all retail leases for properties owned at
March 31, 2019
. Excludes revenue of
$59,233
from non-retail leases,
$(356)
from sold properties, and $17,347 of rental revenue (reimbursable).
|
Total Portfolio
(1)
|
|||||||||
|
Expiring
Leases
|
Approx.
Leasable
Sq. Feet
|
|
Rental
Revenue
|
|
% of
Rental
Revenue
|
|
||
Year
|
Retail
|
Non-Retail
|
|||||||
2019
|
158
|
6
|
1,804,500
|
|
8,265
|
|
2.4
|
|
|
2020
|
221
|
13
|
3,955,500
|
|
12,519
|
|
3.7
|
|
|
2021
|
322
|
15
|
5,432,500
|
|
15,303
|
|
4.5
|
|
|
2022
|
409
|
22
|
10,116,500
|
|
20,724
|
|
6.2
|
|
|
2023
|
543
|
23
|
9,579,000
|
|
30,152
|
|
9.0
|
|
|
2024
|
335
|
15
|
6,078,600
|
|
19,043
|
|
5.7
|
|
|
2025
|
342
|
13
|
5,467,200
|
|
22,261
|
|
6.6
|
|
|
2026
|
312
|
4
|
4,688,200
|
|
16,110
|
|
4.8
|
|
|
2027
|
536
|
5
|
6,177,300
|
|
22,388
|
|
6.6
|
|
|
2028
|
339
|
14
|
9,065,000
|
|
22,601
|
|
6.7
|
|
|
2029
|
418
|
7
|
7,754,800
|
|
21,625
|
|
6.4
|
|
|
2030
|
171
|
14
|
3,702,400
|
|
18,428
|
|
5.5
|
|
|
2031
|
307
|
25
|
6,107,700
|
|
27,557
|
|
8.2
|
|
|
2032
|
100
|
4
|
3,221,000
|
|
12,403
|
|
3.7
|
|
|
2033
|
271
|
—
|
2,331,700
|
|
15,096
|
|
4.5
|
|
|
2034-2043
|
879
|
4
|
8,359,100
|
|
52,034
|
|
15.5
|
|
|
Totals
|
5,663
|
184
|
93,841,000
|
|
$
|
336,509
|
|
100.0
|
%
|
*
|
Less than 0.1%
|
(1)
|
The lease expirations for leases under construction are based on the estimated date of completion of those projects. Excludes revenue of
$537
from
122
expired leases,
$(356)
from sold properties, and $17,347 of rental revenue (reimbursable) at
March 31, 2019
. Leases on our multi-tenant properties are counted separately in the table above.
|
State
|
Number of Properties
|
|
Percent Leased
|
|
Approximate Leasable
Square Feet
|
Rental Revenue
for the Quarter Ended
September 30, 2018
(1)
|
|
Percentage of Rental
Revenue
|
|
|
Alabama
|
168
|
|
98
|
%
|
1,586,900
|
$
|
5,955
|
|
1.8
|
%
|
Alaska
|
3
|
|
100
|
|
274,600
|
547
|
|
0.2
|
|
|
Arizona
|
117
|
|
100
|
|
1,811,400
|
6,951
|
|
2.1
|
|
|
Arkansas
|
86
|
|
99
|
|
922,300
|
2,570
|
|
0.8
|
|
|
California
|
196
|
|
99
|
|
6,161,600
|
29,439
|
|
8.7
|
|
|
Colorado
|
96
|
|
95
|
|
1,552,500
|
5,841
|
|
1.7
|
|
|
Connecticut
|
19
|
|
95
|
|
508,500
|
2,001
|
|
0.6
|
|
|
Delaware
|
18
|
|
100
|
|
93,000
|
669
|
|
0.2
|
|
|
Florida
|
396
|
|
97
|
|
4,179,700
|
18,683
|
|
5.5
|
|
|
Georgia
|
282
|
|
97
|
|
4,400,100
|
13,870
|
|
4.1
|
|
|
Idaho
|
12
|
|
100
|
|
87,000
|
405
|
|
0.1
|
|
|
Illinois
|
274
|
|
99
|
|
6,163,200
|
20,150
|
|
6.0
|
|
|
Indiana
|
188
|
|
99
|
|
2,324,700
|
9,031
|
|
2.7
|
|
|
Iowa
|
40
|
|
93
|
|
3,034,800
|
4,372
|
|
1.3
|
|
|
Kansas
|
115
|
|
96
|
|
2,026,500
|
5,254
|
|
1.6
|
|
|
Kentucky
|
80
|
|
99
|
|
1,702,400
|
4,752
|
|
1.4
|
|
|
Louisiana
|
116
|
|
97
|
|
1,607,000
|
5,336
|
|
1.6
|
|
|
Maine
|
18
|
|
100
|
|
203,700
|
1,225
|
|
0.4
|
|
|
Maryland
|
37
|
|
97
|
|
1,017,500
|
4,949
|
|
1.5
|
|
|
Massachusetts
|
58
|
|
95
|
|
782,100
|
3,602
|
|
1.1
|
|
|
Michigan
|
192
|
|
99
|
|
2,002,200
|
7,107
|
|
2.1
|
|
|
Minnesota
|
165
|
|
99
|
|
2,250,300
|
10,500
|
|
3.1
|
|
|
Mississippi
|
168
|
|
96
|
|
1,845,400
|
5,365
|
|
1.6
|
|
|
Missouri
|
176
|
|
97
|
|
2,782,600
|
8,791
|
|
2.6
|
|
|
Montana
|
11
|
|
100
|
|
87,000
|
482
|
|
0.1
|
|
|
Nebraska
|
44
|
|
98
|
|
782,900
|
1,993
|
|
0.6
|
|
|
Nevada
|
24
|
|
96
|
|
1,196,900
|
2,148
|
|
0.6
|
|
|
New Hampshire
|
13
|
|
100
|
|
313,100
|
1,594
|
|
0.5
|
|
|
New Jersey
|
73
|
|
99
|
|
998,400
|
5,835
|
|
1.7
|
|
|
New Mexico
|
34
|
|
100
|
|
366,400
|
1,108
|
|
0.3
|
|
|
New York
|
126
|
|
100
|
|
2,836,700
|
15,665
|
|
4.6
|
|
|
North Carolina
|
191
|
|
98
|
|
3,021,200
|
9,989
|
|
3.0
|
|
|
North Dakota
|
6
|
|
83
|
|
117,700
|
165
|
|
—
|
|
|
Ohio
|
307
|
|
99
|
|
7,089,000
|
16,451
|
|
4.9
|
|
|
Oklahoma
|
178
|
|
100
|
|
1,942,600
|
5,526
|
|
1.6
|
|
|
Oregon
|
29
|
|
97
|
|
596,600
|
2,527
|
|
0.7
|
|
|
Pennsylvania
|
223
|
|
98
|
|
2,295,500
|
10,985
|
|
3.3
|
|
|
Rhode Island
|
3
|
|
100
|
|
158,000
|
814
|
|
0.2
|
|
|
South Carolina
|
178
|
|
99
|
|
1,691,600
|
8,697
|
|
2.6
|
|
|
South Dakota
|
15
|
|
100
|
|
195,200
|
473
|
|
0.1
|
|
|
Tennessee
|
252
|
|
97
|
|
3,720,400
|
12,058
|
|
3.6
|
|
|
Texas
|
713
|
|
99
|
|
10,697,900
|
38,965
|
|
11.6
|
|
|
Utah
|
22
|
|
100
|
|
933,000
|
2,267
|
|
0.7
|
|
|
Vermont
|
2
|
|
100
|
|
88,000
|
365
|
|
0.1
|
|
|
Virginia
|
212
|
|
99
|
|
3,134,900
|
10,293
|
|
3.1
|
|
|
Washington
|
47
|
|
98
|
|
755,700
|
2,961
|
|
0.9
|
|
|
West Virginia
|
25
|
|
100
|
|
418,100
|
1,471
|
|
0.4
|
|
|
Wisconsin
|
118
|
|
99
|
|
2,382,400
|
6,409
|
|
1.9
|
|
|
Wyoming
|
6
|
|
100
|
|
54,700
|
291
|
|
0.1
|
|
|
Puerto Rico
|
4
|
|
100
|
|
28,300
|
149
|
|
—
|
|
|
Totals\Average
|
5,876
|
|
98
|
%
|
95,222,200
|
$
|
337,046
|
|
100.0
|
%
|
*
|
Less
than 0.1%
|
(1)
|
Includes
rental revenue for all properties owned at
March 31, 2019
. Excludes revenue of
$(356)
from sold properties and $17,347 of tenant reimbursement revenue.
|
•
|
Powering down office equipment at the end of the day;
|
•
|
Implementing file-sharing technology and automatic “duplex mode” to limit paper use;
|
•
|
Adopting electronic approval systems;
|
•
|
Encouraging employees to carpool to our headquarters; and
|
•
|
Recycling paper waste.
|
•
|
Our Board of Directors is currently comprised of ten directors, nine of whom are independent, non-employee directors;
|
•
|
In accordance with our continued focus on board refreshment, in July 2018, we added two new independent, non-employee directors;
|
•
|
Our Board of Directors is elected on an annual basis with a majority vote standard;
|
•
|
Our Directors conduct annual self-evaluations and participate in orientation and continuing education programs;
|
•
|
An Enterprise Risk Management evaluation is conducted annually to identify and assess company risk;
|
•
|
Each committee within our Board of Directors is comprised entirely of independent directors; and
|
•
|
We adhere to all other corporate governance principles outlined in our Corporate Governance Guidelines. These guidelines, as well as our bylaws, committee charters and other governance documents may be found on our website.
|
Year of Maturity
|
Fixed rate
debt
|
|
Weighted average rate
on fixed rate debt
|
|
Variable rate
debt
|
|
Weighted average rate
on variable rate debt
|
|
||
2019
|
$
|
3.6
|
|
5.62
|
%
|
$
|
15.9
|
|
4.46
|
%
|
2020
|
332.4
|
|
3.21
|
|
—
|
|
—
|
|
||
2021
|
316.9
|
|
5.73
|
|
—
|
|
—
|
|
||
2022
|
1,059.7
|
|
3.43
|
|
—
|
|
—
|
|
||
2023
|
756.7
|
|
4.65
|
|
838.0
|
|
2.78
|
|
||
Thereafter
|
3,711.9
|
|
4.00
|
|
—
|
|
—
|
|
||
Totals
(1)
|
$
|
6,181.2
|
|
4.03
|
%
|
$
|
853.9
|
|
2.81
|
%
|
Fair Value
(2)
|
$
|
6,423.6
|
|
|
$
|
853.9
|
|
|
(1)
|
Excludes net premiums recorded on mortgages payable, net original issuance premiums recorded on notes payable and deferred financing costs on mortgages payable, notes payable, and term loans. At
March 31, 2019
, the unamortized balance of net premiums on mortgages payable is
$4.0 million
, the unamortized balance of net original issuance premiums on notes payable is
$10.3 million
, and the balance of deferred financing costs on mortgages payable is
$169,000
, on notes payable is
$32.5 million
, and on term loans is
$1.3 million
.
|
(2)
|
We base the estimated fair value of the fixed rate senior notes and bonds at
March 31, 2019
on the indicative market prices and recent trading activity of our senior notes and bonds payable. We base the estimated fair value of our fixed rate and variable rate mortgages at
March 31, 2019
on the relevant forward interest rate curve, plus an applicable credit-adjusted spread. We believe that the carrying value of the credit facility balance and term loans balance reasonably approximate their estimated fair values at
March 31, 2019
.
|
•
|
48,779 shares of stock, at a weighted average price of $63.04, in January 2019;
|
•
|
14,230 shares of stock, at a weighted average price of $69.57, in February 2019; and
|
•
|
136 shares of stock, at a weighted average price of $69.15, in March 2019.
|
Exhibit No.
|
|
Description
|
|
|
|
2.1
|
|
|
2.2
|
|
|
3.1
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
3.6
|
|
|
3.7
|
|
|
3.8
|
|
|
3.9
|
|
|
3.10
|
|
|
3.11
|
|
|
3.12
|
|
|
Instruments defining the rights of security holders, including indentures
|
||
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
4.15
|
|
|
4.16
|
|
|
4.17
|
|
|
4.18
|
|
|
4.19
|
|
|
4.20
|
|
|
4.21
|
|
|
4.22
|
|
|
4.23
|
|
|
4.24
|
|
|
4.25
|
|
|
Material Contracts
|
||
10.1
|
|
|
10.2
|
|
|
Certifications
|
|
|
*31.1
|
|
|
*31.2
|
|
|
*32
|
|
|
Interactive Data Files
|
||
*101
|
|
The following materials from Realty Income Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 formatted in Extensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
* Filed herewith.
|
|
REALTY INCOME CORPORATION
|
|
|
Date: May 2, 2019
|
/s/ SEAN P. NUGENT
|
|
Sean P. Nugent
|
|
Senior Vice President, Controller
|
|
(Principal Accounting Officer)
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 2, 2019
|
|
/s/ SUMIT ROY
|
|
|
Sumit Roy
|
|
|
President, Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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Date: May 2, 2019
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/s/ PAUL M. MEURER
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Paul M. Meurer
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Executive Vice President, Chief Financial Officer and Treasurer
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(i)
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the accompanying quarterly report on Form 10-Q of the Company for the quarter ended March 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Act”); and
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ SUMIT ROY
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Sumit Roy
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President, Chief Executive Officer
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/s/ PAUL M. MEURER
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Paul M. Meurer
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Executive Vice President, Chief Financial Officer and Treasurer
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