-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R7UHqa7npKKJz69TrFSHvyOS6LyzXd7gG+MbA/UdSc3qCu6YD1zs1D6F9c2BWGwG NJhuwlKYi4HCLEWRchpcdQ== 0001104659-04-022623.txt : 20040805 0001104659-04-022623.hdr.sgml : 20040805 20040805144523 ACCESSION NUMBER: 0001104659-04-022623 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALTY INCOME CORP CENTRAL INDEX KEY: 0000726728 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330580106 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13374 FILM NUMBER: 04954452 BUSINESS ADDRESS: STREET 1: 220 W CREST ST CITY: ESCONDIDO STATE: CA ZIP: 92025-1707 BUSINESS PHONE: 7607412111 MAIL ADDRESS: STREET 1: 220 WEST CREST ST CITY: ESCONDIDO STATE: CA ZIP: 92025-1707 8-K 1 a04-8878_18k.htm 8-K

 

United States
Securities and Exchange Commission

Washington, D.C. 20549

 

Form 8-K

Current Report

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report: July 28, 2004

 

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-13374

 

33-0580106

(State of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

220 West Crest Street, Escondido, California 92025-1707

(Address of principal executive offices) (Zip Code)

 

(760) 741-2111

(Registrant’s telephone number, including area code)

 

None

(former name or former address, if changed since last report)

 

 



 

Item 7.                                               Financial Statements and Exhibits.

 

Exhibits.                                       The following exhibit is filed with this Form 8-K:

99.1   Press release dated July 28, 2004

 

Item 12.                                        Results of Operations and Financial Condition

 

On July 28, 2004, we issued a press release, which sets forth our results of operations for the quarter ended June 30, 2004.  A copy of our press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  This information shall not be deemed “filed” for any purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 3, 2004

REALTY INCOME CORPORATION

 

 

 

By:

/s/Michael R. Pfeiffer

 

 

Michael R. Pfeiffer

 

 

Executive Vice President, General Counsel
and Secretary

 

2


EX-99.1 2 a04-8878_1ex99d1.htm EX-99.1

Exhibit 99.1

 

CONTACT:

Tere Miller
Vice President, Corporate Communications
760-741-2111 ext. 177

 

REALTY INCOME ANNOUNCES RECORD
SECOND QUARTER AND MID-YEAR OPERATING RESULTS

 

ESCONDIDO, CALIFORNIA, July 28, 2004...Realty Income Corporation (Realty Income), The Monthly Dividend Company® (NYSE: O) today announced operating results for the second quarter and six months ended June 30, 2004.

 

COMPANY HIGHLIGHTS:

(For the quarter ended June 30, 2004)

 

                  Revenue increased 25.7% to $44.5 million

                  Funds from Operations (FFO) increased 23.0% to $29.4 million

                  FFO per diluted common share increased 8.8% to $0.74

                  Net income available to common stockholders per diluted common share increased to $0.54

                  Portfolio occupancy remained strong at 98.4%

                  Same store rents increased 1.7%

                  Invested $19.2 million in 13 additional properties

                  Redeemed all outstanding shares of 9-3/8% Class B preferred stock

                  Announced the redemption of all outstanding shares of 9-1/2% Class C preferred stock

                  Issued 4.0 million shares of 7-3/8% Monthly Income Class D preferred stock

                  Increased the monthly dividend amount for the 27th consecutive quarter to an annual rate of $2.43 per common share

 

Financial Results

 

Revenue Increases

Realty Income’s revenue for the second quarter ended June 30, 2004 increased 25.7% to $44.5 million as compared to $35.4 million for the same quarter in 2003.

 

Revenue for the six months ended June 30, 2004 increased 24.2% to $86.8 million as compared to $69.9 million for the same period in 2003.

 

Funds from Operations

FFO for the quarter ended June 30, 2004 increased 23.0% to $29.4 million as compared to $23.9 million for the same quarter in 2003. On a diluted per common share basis, FFO increased 8.8% to $0.74 per share compared to $0.68 per share for the same quarter in 2003.

 

FFO for the six months ended June 30, 2004 increased 27.0% to $60.2 million as compared to $47.4 million for the same period one year ago. On a diluted per common share basis, FFO increased 14.8% to $1.55 per share as compared to $1.35 per share for the same period in 2003.

 

The Company considers FFO to be an appropriate supplemental measure of a Real Estate Investment Trust’s (REITs) operating performance as it is based on net income analysis of property portfolio performance that excludes non-cash items such as depreciation. FFO is an alternative non-GAAP measure that is also considered to be a good indicator of a company’s ability to generate income to pay dividends. (See reconciliation of net income available to common stockholders to FFO on page seven.)

 



 

Net Income Available to Common Stockholders

Net income available to common stockholders for the quarter ended June 30, 2004 was $21.6 million as compared to $18.2 million for the same quarter in 2003. On a diluted per common share basis, net income was $0.54 per share for the three months ended June 30, 2004 as compared to $0.52 per share for the same quarter in 2003. During the second quarter, net income available to common stockholders included a non-cash charge of $2.4 million, or $0.06 per share, in the second quarter and first six months of 2004. This amount represents the Class B preferred stock original issuance costs that were paid in 1999.

 

Net income available to common stockholders for the six months ended June 30, 2004 was $44.0 million as compared to $33.8 million for the same period in 2003. On a diluted per common share basis, net income was $1.13 per share as compared to $0.96 per share for the same period in 2003.

 

The calculation to determine net income for a real estate company includes gains and losses from the sale of investment properties. The amount of gains and losses varies from quarter to quarter according to the timing of property sales. This variance can significantly impact net income.

 

During the second quarter of this year, income from continuing operations available to common stockholders decreased by $0.02 to $0.41 per share in 2004 as compared to $0.43 per share in 2003, on a diluted per common share basis.

 

During the first six months of this year, income from continuing operations available to common stockholders increased by $0.01 to $0.87 per share in 2004 as compared to $0.86 per share for the same period in 2003, on a diluted per common share basis.

 

Dividend Information

In June 2004, Realty Income announced the 27th consecutive quarterly increase in the amount of the monthly dividend on its common stock. This marked the 29th increase in the amount of the dividend since the Company’s listing on the New York Stock Exchange in 1994. The amount of the monthly dividend was increased to $0.2025 per share from $0.20125 per share for an annualized dividend amount of $2.43 per share. Through June 30, 2004, the Company has paid 407 consecutive monthly dividends. Realty Income continues its 35-year history of declaring and paying common stock dividends on a monthly basis.

 

Real Estate Portfolio Update

 

As of June 30, 2004, Realty Income’s portfolio of freestanding, single-tenant retail properties consisted of 1,513 properties located in 48 states, leased to 88 retail chains doing business in 29 retail industries. The properties are leased under long-term, net leases with a weighted average remaining lease term of approximately 11.9 years.

 

Portfolio Management Activities

The Company’s portfolio of retail real estate, owned primarily under 15- to 20-year net leases, continues to perform well and generate dependable lease revenue supporting the payment of monthly dividends. As of June 30, 2004, portfolio occupancy was 98.4% with only 24 properties available for lease out of 1,513 properties in the portfolio.

 

Same store rents on the 1,086 properties under lease during the three months ended June 30, 2004 and 2003 increased 1.7% to $33.55 million from $32.99 million in 2003. Same store rents on the same 1,086 properties under lease during the six months ended June 30, 2004 and 2003 increased 2.1% to $67.18 million compared to $65.81 million in 2003.

 

Property Acquisitions

During the second quarter, Realty Income and its wholly-owned subsidiary, Crest Net Lease, Inc. invested $19.2 million in 13 new properties and properties under development. Realty Income invested $16.4 million in 12 new properties and properties under development with an initial contractual lease yield of 9.8%. The 12 new properties acquired by Realty Income are located in six states and are 100% leased under net-lease agreements with an initial average lease length of 16.9 years. They are leased to four different retail chains in three industries: convenience store, motor vehicle dealership, and restaurant. In addition, Crest Net Lease invested $2.8 million in one new property and properties under development.

 

During the six months ended June 30, 2004, Realty Income and its wholly-owned subsidiary, Crest Net Lease, Inc. invested $133.9 million in 141 new properties and properties under development. Realty Income invested $121.0 million in 127 new properties and properties under development with an initial average contractual lease yield of 9.5%. The 127 new properties acquired by Realty Income are located in 13 states and are 100% leased under net-lease agreements with an initial average lease length of 16.6 years. They are leased to six different retail chains in

 

2



 

three industries: convenience store, motor vehicle dealership, and restaurant. In addition, Crest Net Lease invested $12.9 million in 14 new properties and properties under development.

 

Property Dispositions

Realty Income continues to successfully execute its asset disposition program. The objective of the program is to sell assets when the Company believes the reinvestment of the sales proceeds will generate higher returns, enhance the credit quality of the Company’s real estate portfolio or increase the average lease length.

 

During the second quarter of 2004, Realty Income sold nine properties for $5.8 million, which resulted in a gain on sales of $2.4 million. The properties sold consisted of: four restaurant properties, three child care locations, one convenience store property and one automotive service property. The proceeds were, or will be, used to pay down the Company’s acquisition credit facility and invest in new properties.

 

During the first six months of 2004, Realty Income sold 18 properties for $11.8 million, which resulted in a gain on sales of $3.8 million. The properties sold consisted of: ten child care locations, six restaurant properties, one automotive service property and one convenience store property.

 

Other Second Quarter 2004 Activities

 

Redemption of Class B and Class C Shares

Realty Income redeemed all outstanding shares of the Company’s 9-3/8% Class B preferred stock at par ($25 per share) on June 6, 2004. In June 2004, the Company also announced the planned redemption of all outstanding shares of the 9-1/2% Class C preferred stock. The shares are to be redeemed at par ($25 per share) on July 30, 2004.

 

Issuance of $100 Million 7-3/8% Monthly Income Class D Preferred Shares

In May 2004, Realty Income issued 4.0 million shares of 7-3/8% Monthly Income Class D preferred shares priced at $25 per share. Dividends on the Class D preferred shares are paid monthly at a rate of 7-3/8% annually, which is equivalent to approximately $1.84375 per share on an annualized basis. The proceeds from the offering were, and are being, used to redeem all outstanding shares of the Class B and C preferred stock, repay borrowings on the Company’s $250 million unsecured acquisition credit facility and for other general corporate purposes.

 

Crest Net Lease

Crest Net Lease Inc. is a wholly-owned subsidiary of Realty Income focused on acquiring and subsequently marketing net-leased properties for sale. During the second quarter ended June 30, 2004, Crest sold 16 properties for $26.6 million and reported a gain on sales of $3.9 million. During the same quarter, Crest also invested $2.8 million in one new property and properties under development.

 

For the six months ended June 30, 2004, Crest sold 35 properties for $57.6 million and reported a gain on sales of $8.0 million. During this same period, Crest invested $12.9 million in 14 new properties and properties under development. As of June 30, 2004, Crest carried an inventory of $16.6 million, which consists of 16 properties held for sale.

 

Management’s goal is for Crest to carry an average inventory of between $20 to $25 million in properties. Crest generates an earnings spread on the difference between the lease payments it receives on the properties held in inventory and the cost of the capital used to acquire the properties. Management believes that at this level of inventory, earnings will exceed the ongoing operating expenses of Crest.

 

Crest’s contribution to Realty Income’s FFO depends on the timing and number of Crest’s property sales, if any, in a given quarter. During the second quarter and first half of 2004 Crest generated $2.9 million and $6.2 million, or $0.07 and $0.16, respectively, per diluted common share in FFO for Realty Income as compared to $157,000 and $242,000, or $0.004 and $0.01 during the same periods in 2003.

 

CEO Comments on Mid-Year Operating Results

 

Commenting on Realty Income’s financial results and real estate operations, Tom A. Lewis, Chief Executive Officer, stated, “During the first half of the year we have enjoyed strong performance in all aspects of the Company’s business. To summarize, revenue during the quarter was higher as a result of the large volume of acquisitions completed during the 4th quarter of 2003 and during the first quarter of 2004. FFO per share for the second quarter of 2004 was $0.06 higher than the same period in 2003 attributable to a higher level of activity in Crest Net. “FFO per share before Crest Net contribution” declined $0.01, during the second quarter, from $0.68 per share to $0.67 per share. Included in the second quarter “FFO per share before Crest Net contribution” was a $0.06 per share non-cash charge to expense the excess redemption value over carrying value of the Preferred B shares that were redeemed during the second quarter. The excess redemption value refers to the non-cash reclassification of the original

 

3



 

Preferred B stock issuance costs. These issuance costs were actually paid in 1999 when the Class B Preferred shares were originally issued, but upon the redemption of this security, during the second quarter of this year, these issuance costs were reclassified as preferred stock dividends and expensed. This treatment is consistent with SEC guidelines for the expensing of the original issuance costs of preferred securities when the securities are redeemed. Absent this non-cash charge, “FFO per share before Crest Net contribution” would have been $0.73 per share during the second quarter of 2004 versus $0.68 per share during the second quarter of 2003, or an increase in “FFO per share before Crest Net contribution” of 7.4% from our core portfolio.

 

“Our portfolio of freestanding retail properties continues to perform well with occupancy remaining high at 98.4% and just 24 properties available for lease out of over 1,500 properties in the portfolio. In addition, same store rents rose 1.7% in the second quarter and 2.1% year-to-date. We also have been focused on executing net leases with longer lease terms and, as a result, our weighted average remaining lease length in the portfolio has increased to approximately 11.9 years. Our acquisition pipeline is strong with ample acquisition opportunities that meet our investment criteria in various stages of review and due diligence. During the second quarter Realty Income and Crest Net combined completed 13 new property acquisitions, investing $19.2 million, which brings us to a total of $133.9 million invested in new property acquisitions year-to-date. This is in line with our expectations for acquisitions during the first half of the year.

 

“We have also increased the dividend two times and have paid, as of the end of the quarter, 407 consecutive monthly dividends to our shareholders. As always, our focus is on maintaining a conservative balance sheet, and realizing stable real estate performance with a high occupancy rate so that we can continue to provide our shareholders with dependable monthly income that increases over time. Based on the performance thus far, we are optimistic about our prospects for positive performance in all Company operations for the remainder of the year.”

 

Earnings Commentary

 

Realty Income’s FFO per common share has historically tended to be stable and fairly predictable because of the long-term leases that are the primary source of the Company’s revenue. There are, however, several factors that can cause FFO per common share to vary from levels that have been anticipated by the Company. These factors include, but are not limited to, changes in interest rates, occupancy rates, periodically accessing the capital markets, the level and timing of property acquisitions and dispositions, lease rollovers, the general real estate market, the economy, and the operations of Crest Net Lease.

 

2004 Estimates

The Company recently issued new Class D preferred stock and is using the proceeds to redeem all outstanding shares of the Company’s Class B and C preferred stock. In accordance with previous guidance regarding these events, management estimates that FFO per common share for 2004 should range from $3.02 to 3.06 per share, which would equate to an increase of approximately 3% to 5% over 2003 FFO per common share of $2.92. These estimates include both the preferred dividend cash savings and one-time, non-cash, redemption charges, for a net effect of $0.07 on FFO per share as compared to the Company’s previous guidance. FFO for 2004 is based on an estimated diluted net income per share range of $2.13 to $2.17, adjusted (in accordance with the National Association of Real Estate Investment Trust’s (NAREIT) definition of FFO) for estimated real estate depreciation of $1.04 and potential gain on sales of investment properties of $0.15 per share.

 

Management further estimates that Crest Net Lease, Inc. could contribute between $0.17 to $0.19 per share to Realty Income’s FFO during 2004. Crest’s primary business is the purchase and sale of properties for a profit. These sales may occur at various times during the course of the year, which could cause FFO in certain quarters to fluctuate from normal levels.

 

The Company does not intend to provide quarterly estimates of FFO. Absent changes in annual FFO guidance, at the end of each quarter, it may be presumed that the Company’s overall estimate for the year has not changed.

 

Forward-Looking Statements

 

Statements in this press release that are not strictly historical are “forward-looking” statements. Forward-looking statements involve known and unknown risks, which may cause the Company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, local real estate conditions, the availability of capital to finance planned growth, property acquisitions and the timing of these acquisitions, and the profitability of the Company’s subsidiary, Crest Net Lease, as described in the Company’s filings with the Securities and Exchange Commission. Consequently, such forward-looking statements should be regarded solely as reflections of the Company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

 

4



 

Realty Income is The Monthly Dividend Company®, a New York Stock Exchange real estate company dedicated to providing shareholders with dependable monthly income. As of June 30, 2004, the Company had paid 407 consecutive monthly dividends throughout its 35-year operating history. The monthly income is supported by the cash flows from over 1,513 retail properties owned under long-term lease agreements with leading regional and national retail chains. The Company is an active buyer of net-leased retail properties nationwide.

 

Note to Editors:

Realty Income press releases are available at no charge by calling our toll-free investor hotline number: 888-811-2001, or via the internet at http://www.realtyincome.com/Investing/News.html

 

5



 

CONSOLIDATED STATEMENTS OF INCOME

For the three and six months ended June 30, 2004 and 2003

(dollars in thousands, except per share amounts)

 

 

 

Three Months
Ended 6/30/04

 

Three Months
Ended 6/30/03

 

Six Months
Ended 6/30/04

 

Six Months
Ended 6/30/03

 

REVENUE

 

 

 

 

 

 

 

 

 

Rental

 

$

44,242

 

$

35,395

 

$

86,001

 

$

69,806

 

Other

 

298

 

15

 

760

 

97

 

 

 

44,540

 

35,410

 

86,761

 

69,903

 

EXPENSES

 

 

 

 

 

 

 

 

 

Interest

 

8,505

 

6,546

 

16,987

 

12,433

 

Depreciation and amortization

 

10,205

 

8,087

 

19,948

 

15,918

 

General and administrative

 

3,260

 

2,636

 

6,421

 

5,211

 

Property

 

801

 

566

 

1,545

 

1,173

 

Income taxes

 

191

 

136

 

344

 

271

 

 

 

 

 

 

 

 

 

 

 

 

 

22,962

 

17,971

 

45,245

 

35,006

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

21,578

 

17,439

 

41,516

 

34,897

 

Income from discontinued operations:

 

 

 

 

 

 

 

 

 

Real estate acquired for resale

 

2,879

 

157

 

6,160

 

242

 

Real estate held for investment

 

2,454

 

2,994

 

4,085

 

3,484

 

 

 

5,333

 

3,151

 

10,245

 

3,726

 

 

 

 

 

 

 

 

 

 

 

Net income

 

26,911

 

20,590

 

51,761

 

38,623

 

Preferred stock:

 

 

 

 

 

 

 

 

 

Cash dividends paid or declared

 

(2,982

)

(2,428

)

(5,410

)

(4,856

)

Excess of redemption value over carrying value of preferred shares redeemed

 

(2,360

)

 

(2,360

)

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

21,569

 

$

18,162

 

$

43,991

 

$

33,767

 

 

 

 

 

 

 

 

 

 

 

Funds from operations available to common stockholders (FFO)

 

$

29,423

 

$

23,903

 

$

60,181

 

$

47,407

 

 

 

 

 

 

 

 

 

 

 

Per share information for common stockholders:

 

 

 

 

 

 

 

 

 

FFO, basic and diluted from:

 

 

 

 

 

 

 

 

 

FFO before Crest Net contribution

 

$

0.67

 

$

0.68

 

$

1.39

 

$

1.35

 

Crest Net Lease

 

0.07

 

0.00

 

0.16

 

0.01

 

Total FFO

 

0.74

 

0.68

 

1.55

 

1.35

 

Income from continuing operations, basic and diluted

 

$

0.41

 

$

0.43

 

$

0.87

 

$

0.86

 

Net income, basic

 

$

0.54

 

$

0.52

 

$

1.13

 

$

0.97

 

Net income, diluted

 

$

0.54

 

$

0.52

 

$

1.13

 

$

0.96

 

Cash dividends paid

 

$

0.604

 

$

0.589

 

$

1.204

 

$

1.174

 

 

6



 

FUNDS FROM OPERATIONS

For the three and six months ended June 30, 2004 and 2003

(dollars in thousands, except per share amounts)

 

 

 

Three Months
Ended 6/30/04

 

Three Months
Ended 6/30/03

 

Six Months
Ended 6/30/04

 

Six Months
Ended 6/30/03

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

21,569

 

$

18,162

 

$

43,991

 

$

33,767

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

Continuing operations

 

10,205

 

8,087

 

19,948

 

15,918

 

Discontinued operations

 

29

 

232

 

101

 

495

 

Depreciation of furniture, fixtures & equipment

 

(29

)

(28

)

(58

)

(57

)

Gain on sales of investment properties, discontinued operations

 

(2,351

)

(2,550

)

(3,801

)

(2,716

)

 

 

 

 

 

 

 

 

 

 

Funds from operations available to common stockholders

 

$

29,423

 

$

23,903

 

$

60,181

 

$

47,407

 

 

 

 

 

 

 

 

 

 

 

Dividends paid to common stockholders

 

$

23,922

 

$

20,612

 

$

46,725

 

$

41,062

 

 

 

 

 

 

 

 

 

 

 

FFO in excess of dividends

 

$

5,501

 

$

3,291

 

$

13,456

 

$

6,345

 

 

 

 

 

 

 

 

 

 

 

FFO per common share, basic and diluted

 

$

0.74

 

$

0.68

 

$

1.55

 

$

1.35

 

Weighted average number of common shares used for computation per share:

 

 

 

 

 

 

 

 

 

Basic

 

39,622,828

 

35,009,554

 

38,868,500

 

34,987,332

 

Diluted

 

39,661,590

 

35,059,608

 

38,911,093

 

35,032,944

 

 

CONTRIBUTIONS BY CREST NET LEASE TO FUNDS FROM OPERATIONS

For the three and six months ended June 30, 2004 and 2003

 (dollars in thousands, except per share amounts)

 

Crest Net acquires properties with the intention of reselling them rather than holding them as investments and operating the properties. Consequently, we classify properties acquired by Crest Net as held for sale at the date of acquisition and do not depreciate them. The operations of Crest Net’s properties are classified as “income from discontinued operations, real estate acquired for resale.”

 

Gain on sales of real estate acquired for resale

 

$

3,883

 

$

296

 

$

7,992

 

$

572

 

Rental revenue

 

614

 

84

 

1,614

 

170

 

Other revenue

 

 

50

 

 

59

 

Interest expense

 

(164

)

(72

)

(393

)

(149

)

General and administrative expense

 

(122

)

(71

)

(247

)

(243

)

Property expenses

 

(7

)

(10

)

(15

)

(16

)

Income taxes

 

(1,325

)

(120

)

(2,791

)

(151

)

Funds from operations contributed by Crest

 

$

2,879

 

$

157

 

$

6,160

 

$

242

 

 

 

 

 

 

 

 

 

 

 

FFO per common share, basic and diluted

 

$

0.07

 

$

0.004

 

$

0.16

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

Total FFO

 

$

29,423

 

$

23,903

 

$

60,181

 

$

47,407

 

Less FFO contributed by Crest

 

(2,879

)

(157

)

(6,160

)

(242

)

FFO before Crest contribution

 

$

26,544

 

$

23,746

 

$

54,021

 

$

47,165

 

FFO before Crest contribution per common share, basic and diluted

 

$

0.67

 

$

0.68

 

$

1.39

 

$

1.35

 

 

We define FFO, a non-GAAP measure, consistent with the National Association of Real Estate Investment Trust’s definition, as net income available to common stockholders, plus depreciation and amortization of assets uniquely significant to the real estate industry, reduced by gains and increased by losses on sales of investment property and extraordinary items.

 

7



 

HISTORICAL FFO COMPONENTS

 

 

 

2004

 

2003

 

2002

 

2001

 

2000

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

21,569

 

$

18,162

 

$

16,017

 

$

11,048

 

$

10,435

 

Depreciation and amortization

 

10,205

 

8,291

 

7,605

 

7,130

 

6,809

 

Gain on sales of investment properties

 

(2,351

)

(2,550

)

(1,305

)

(164

)

(938

)

 

 

 

 

 

 

 

 

 

 

 

 

FFO

 

$

29,423

 

$

23,903

 

$

22,317

 

$

18,014

 

$

16,306

 

 

 

 

 

 

 

 

 

 

 

 

 

Total FFO per diluted share

 

$

0.74

 

$

0.68

 

$

0.67

 

$

0.63

 

$

0.61

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO components, per diluted share:

 

 

 

 

 

 

 

 

 

 

 

FFO before Crest’s contribution

 

$

0.67

 

$

0.68

 

$

0.64

 

$

0.63

 

$

0.61

 

Crest FFO contribution

 

0.07

 

0.00

 

0.03

 

0.01

 

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

Total FFO

 

$

0.74

 

$

0.68

 

$

0.67

 

$

0.63

 

$

0.61

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per share

 

$

0.604

 

$

0.589

 

$

0.574

 

$

0.559

 

$

0.544

 

Diluted shares outstanding

 

39,661,590

 

35,059,608

 

33,368,359

 

28,468,992

 

26,717,992

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

43,991

 

$

33,767

 

$

31,883

 

$

27,093

 

$

20,919

 

Depreciation and amortization

 

19,991

 

16,356

 

15,076

 

14,312

 

13,524

 

Gain on sales of investment properties

 

(3,801

)

(2,716

)

(2,419

)

(6,115

)

(1,600

)

 

 

 

 

 

 

 

 

 

 

 

 

FFO

 

$

60,181

 

$

47,407

 

$

44,540

 

$

35,290

 

$

32,843

 

 

 

 

 

 

 

 

 

 

 

 

 

Total FFO per diluted share

 

$

1.55

 

$

1.35

 

$

1.34

 

$

1.28

 

$

1.23

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO components, per diluted share:

 

 

 

 

 

 

 

 

 

 

 

FFO before Crest’s contribution

 

$

1.39

 

$

1.35

 

$

1.30

 

$

1.23

 

$

1.23

 

Crest FFO contribution

 

0.16

 

0.01

 

0.04

 

0.05

 

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

Total FFO

 

$

1.55

 

$

1.35

 

$

1.34

 

$

1.28

 

$

1.23

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per share

 

$

1.204

 

$

1.174

 

$

1.144

 

$

1.114

 

$

1.084

 

Diluted shares outstanding

 

38,911,093

 

35,032,944

 

33,230,817

 

27,565,500

 

26,768,843

 

 

8



 

CONSOLIDATED BALANCE SHEETS

As of June 30, 2004 and December 31, 2003

(dollars in thousands, except per share amounts)

 

 

 

2004

 

2003

 

ASSETS

 

 

 

 

 

Real estate, at cost:

 

 

 

 

 

Land

 

$

601,286

 

$

557,288

 

Buildings and improvements

 

1,038,764

 

975,894

 

 

 

1,640,050

 

1,533,182

 

Less accumulated depreciation and amortization

 

(286,895

)

(272,647

)

 

 

 

 

 

 

Net real estate held for investment

 

1,353,155

 

1,260,535

 

Real estate held for sale, net

 

24,648

 

60,110

 

Net real estate

 

1,377,803

 

1,320,645

 

Cash and cash equivalents

 

15,040

 

4,837

 

Accounts receivable

 

2,924

 

3,950

 

Goodwill, net

 

17,206

 

17,206

 

Other assets

 

12,013

 

13,619

 

 

 

 

 

 

 

Total assets

 

$

1,424,986

 

$

1,360,257

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Distributions payable

 

$

9,009

 

$

7,582

 

Accounts payable and accrued expenses

 

7,471

 

11,479

 

Other liabilities

 

4,799

 

7,030

 

Line of credit payable

 

 

26,400

 

Notes payable

 

480,000

 

480,000

 

 

 

 

 

 

 

Total liabilities

 

501,279

 

532,491

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock and paid in capital, par value $1.00 per share, 20,000,000 shares authorized, 5,380,700 and 4,125,700 shares issued and outstanding in 2004 and 2003, respectively

 

129,435

 

99,368

 

Common stock and paid in capital, par value $1.00 per share, 100,000,000 shares authorized, 39,632,344 and 37,909,086 shares issued and outstanding in 2004 and 2003, respectively

 

1,038,081

 

969,030

 

Distributions in excess of net income

 

(243,809

)

(240,632

)

 

 

 

 

 

 

Total stockholders’ equity

 

923,707

 

827,766

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,424,986

 

$

1,360,257

 

 

9



 

The following table sets forth certain information regarding our properties classified according to the business of the respective tenants, expressed as a percentage of our total rental revenue:

 

 

 

Percentage of Rental Revenue (1)

 

 

 

For the
Quarter
Ended
June 30,

 

For the Years Ended December 31,

 

 

 

2004

 

2003

 

2002

 

2001

 

2000

 

1999

 

1998

 

1997

 

Industries (29)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Apparel Stores

 

1.7

%

2.1

%

2.3

%

2.4

%

2.4

%

3.8

%

4.1

%

0.7

%

Automotive Collision Services

 

0.9

 

0.3

 

 

 

 

 

 

 

Automotive Parts

 

3.6

 

4.5

 

4.9

 

5.7

 

6.0

 

6.3

 

6.1

 

7.3

 

Automotive Services

 

7.3

 

8.3

 

7.0

 

5.7

 

5.8

 

6.6

 

7.5

 

6.4

 

Automotive Tire Services

 

7.7

 

3.1

 

2.7

 

2.6

 

2.3

 

2.3

 

1.7

 

1.8

 

Book Stores

 

0.4

 

0.4

 

0.4

 

0.4

 

0.5

 

0.5

 

0.6

 

0.5

 

Business Services

 

0.1

 

0.1

 

0.1

 

0.1

 

0.1

 

0.1

 

 

 

Child Care

 

14.3

 

17.8

 

20.8

 

23.9

 

24.7

 

25.3

 

29.2

 

35.9

 

Consumer Electronics

 

2.5

 

3.0

 

3.3

 

4.0

 

4.9

 

4.4

 

5.4

 

6.5

 

Convenience Stores

 

20.5

 

13.3

 

9.1

 

8.4

 

8.4

 

7.2

 

6.1

 

5.5

 

Craft & Novelty

 

0.5

 

0.6

 

0.4

 

0.4

 

0.4

 

0.4

 

 

 

Drug Stores

 

0.1

 

0.2

 

0.2

 

0.2

 

0.2

 

0.2

 

0.1

 

 

Entertainment

 

2.3

 

2.6

 

2.3

 

1.8

 

2.0

 

1.2

 

 

 

Equipment Rental Services

 

0.3

 

0.2

 

 

 

 

 

 

 

General Merchandise

 

0.4

 

0.5

 

0.5

 

0.6

 

0.6

 

0.6

 

 

 

Grocery Stores

 

0.8

 

0.4

 

0.5

 

0.6

 

0.6

 

0.5

 

 

 

Health & Fitness

 

3.9

 

3.8

 

3.8

 

3.6

 

2.4

 

0.6

 

0.1

 

 

Home Furnishings

 

4.0

 

4.9

 

5.4

 

6.0

 

5.8

 

6.5

 

7.8

 

5.6

 

Home Improvement

 

1.0

 

1.1

 

1.2

 

1.3

 

2.0

 

3.6

 

 

 

Motor Vehicle Dealerships

 

0.1

 

 

 

 

 

 

 

 

Office Supplies

 

1.6

 

1.9

 

2.1

 

2.2

 

2.3

 

2.6

 

3.0

 

1.7

 

Pet Supplies & Services

 

1.4

 

1.7

 

1.7

 

1.6

 

1.5

 

1.1

 

0.6

 

0.2

 

Private Education

 

1.1

 

1.2

 

1.3

 

1.5

 

1.4

 

1.2

 

0.9

 

 

Restaurants

 

9.5

 

11.8

 

13.5

 

12.2

 

12.3

 

13.3

 

16.2

 

19.8

 

Shoe Stores

 

0.7

 

0.9

 

0.8

 

0.7

 

0.8

 

1.1

 

0.8

 

0.2

 

Sporting Goods

 

3.3

 

3.8

 

4.1

 

0.9

 

 

 

 

 

Theaters

 

3.4

 

4.1

 

3.9

 

4.3

 

2.7

 

0.6

 

 

 

Travel Plazas

 

0.4

 

0.3

 

 

 

 

 

 

 

Video Rental

 

2.8

 

3.3

 

3.3

 

3.7

 

3.9

 

4.3

 

3.8

 

0.6

 

Other

 

3.4

 

3.8

 

4.4

 

5.2

 

6.0

 

5.7

 

6.0

 

7.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

 


* Less than 0.1%

 

(1)          Includes rental revenue for all properties owned by Realty Income at the end of each period presented (including revenue from properties reclassified to discontinued operations) and excludes properties owned by our subsidiary, Crest Net.

 

10



 

The following table sets forth certain information regarding the timing of the initial lease term expirations (excluding extension options) on our 1,485 net leased, single-tenant retail properties as of June 30, 2004 (dollars in thousands):

 

Year

 

Number of
Leases
Expiring(1)

 

Rental Revenue
for the Quarter Ended
June 30, 2004(2)

 

Percentage of
Rental Revenue

 

2004

 

81

 

$

1,717

 

4.0

%

2005

 

74

 

1,360

 

3.2

 

2006

 

90

 

2,046

 

4.8

 

2007

 

116

 

2,062

 

4.8

 

2008

 

97

 

2,043

 

4.8

 

2009

 

69

 

1,567

 

3.7

 

2010

 

38

 

875

 

2.1

 

2011

 

40

 

1,407

 

3.3

 

2012

 

44

 

1,357

 

3.2

 

2013

 

74

 

3,298

 

7.7

 

2014

 

45

 

1,842

 

4.3

 

2015

 

38

 

1,027

 

2.4

 

2016

 

14

 

384

 

0.9

 

2017

 

19

 

1,480

 

3.5

 

2018

 

21

 

659

 

1.5

 

2019

 

82

 

3,060

 

7.2

 

2020

 

52

 

1,876

 

4.4

 

2021

 

130

 

4,334

 

10.2

 

2022

 

96

 

2,464

 

5.8

 

2023

 

233

 

6,357

 

15.0

 

2024

 

19

 

346

 

0.8

 

2026

 

3

 

104

 

0.2

 

2028

 

2

 

54

 

0.1

 

2033

 

3

 

358

 

0.8

 

2034

 

2

 

208

 

0.5

 

2037

 

3

 

338

 

0.8

 

Totals

 

1,485

 

$

42,623

 

100.0

%

 


(1)  Excludes properties owned by our subsidiary, Crest Net. The lease expirations for properties under construction are based on the estimated date of completion of those properties.

(2)  Includes rental revenue of $117 from properties reclassified to discontinued operations and excludes revenue of $1,736 from four multi-tenant properties and from 24 vacant and unleased properties at June 30, 2004.

 

11



 

The following table sets forth certain state-by-state information regarding Realty Income’s property portfolio as of June 30, 2004 (dollars in thousands):

 

State

 

Number of
Properties(1)

 

Percent
Leased

 

Approximate
Leasable
Square Feet(1)

 

Rental Revenue
for the
Quarter Ended
June 30, 2004(2)

 

Percentage of
Rental
Revenue

 

Alabama

 

17

 

100

%

145,600

 

$

386

 

0.9

%

Alaska

 

2

 

100

 

128,500

 

251

 

0.6

 

Arizona

 

71

 

99

 

338,600

 

1,842

 

4.1

 

Arkansas

 

8

 

88

 

48,800

 

245

 

0.6

 

California

 

61

 

100

 

1,057,100

 

3,919

 

8.8

 

Colorado

 

42

 

100

 

300,200

 

1,095

 

2.4

 

Connecticut

 

16

 

100

 

245,600

 

926

 

2.1

 

Delaware

 

16

 

100

 

29,100

 

338

 

0.8

 

Florida

 

127

 

99

 

1,309,000

 

4,868

 

11.0

 

Georgia

 

99

 

99

 

606,300

 

2,439

 

5.5

 

Idaho

 

11

 

100

 

52,000

 

190

 

0.4

 

Illinois

 

44

 

98

 

358,000

 

1,255

 

2.8

 

Indiana

 

27

 

96

 

150,100

 

533

 

1.2

 

Iowa

 

9

 

100

 

57,600

 

161

 

0.4

 

Kansas

 

22

 

86

 

201,300

 

554

 

1.2

 

Kentucky

 

13

 

100

 

43,600

 

290

 

0.7

 

Louisiana

 

14

 

100

 

65,200

 

289

 

0.6

 

Maryland

 

24

 

100

 

207,600

 

1,120

 

2.5

 

Massachusetts

 

37

 

100

 

203,100

 

1,002

 

2.3

 

Michigan

 

13

 

100

 

81,600

 

298

 

0.7

 

Minnesota

 

20

 

100

 

235,400

 

532

 

1.2

 

Mississippi

 

22

 

95

 

174,500

 

436

 

1.0

 

Missouri

 

33

 

100

 

228,100

 

674

 

1.5

 

Montana

 

2

 

100

 

30,000

 

74

 

0.2

 

Nebraska

 

10

 

100

 

91,200

 

308

 

0.7

 

Nevada

 

10

 

100

 

102,300

 

415

 

0.9

 

New Hampshire

 

9

 

100

 

55,200

 

277

 

0.6

 

New Jersey

 

25

 

100

 

132,100

 

1,058

 

2.4

 

New Mexico

 

6

 

100

 

48,800

 

98

 

0.2

 

New York

 

26

 

100

 

270,600

 

1,443

 

3.3

 

North Carolina

 

50

 

100

 

267,900

 

1,313

 

3.0

 

North Dakota

 

1

 

100

 

22,000

 

16

 

 

Ohio

 

75

 

100

 

504,100

 

1,864

 

4.2

 

Oklahoma

 

17

 

100

 

94,300

 

357

 

0.8

 

Oregon

 

17

 

100

 

253,300

 

531

 

1.2

 

Pennsylvania

 

68

 

100

 

380,500

 

1,877

 

4.2

 

Rhode Island

 

1

 

100

 

3,500

 

29

 

0.1

 

South Carolina

 

56

 

96

 

163,500

 

1,176

 

2.7

 

South Dakota

 

1

 

100

 

6,500

 

24

 

0.1

 

Tennessee

 

98

 

100

 

462,400

 

2,183

 

4.9

 

Texas

 

172

 

95

 

1,631,300

 

4,342

 

9.8

 

Utah

 

6

 

100

 

35,100

 

99

 

0.2

 

Vermont

 

1

 

100

 

2,500

 

22

 

 

Virginia

 

55

 

100

 

412,600

 

2,073

 

4.7

 

Washington

 

38

 

97

 

250,900

 

685

 

1.5

 

West Virginia

 

2

 

100

 

16,800

 

40

 

0.1

 

Wisconsin

 

16

 

88

 

162,300

 

351

 

0.8

 

Wyoming

 

3

 

100

 

14,900

 

61

 

0.1

 

Totals/Average

 

1,513

 

98

%

11,681,500

 

$

44,359

 

100.0

%

 


* Less than 0.1%

(1)          Excludes properties owned by our subsidiary, Crest Net.

(2)          Includes rental revenue for all properties owned by Realty Income at June 30, 2004 (including revenue from properties reclassified to discontinued operations of $117).

 

12


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