REALTY INCOME CORP - Annual Report: 2017 (Form 10-K)

Table of Contents

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended
December 31, 2017

 

Commission File Number 1-13374

 

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland		33-0580106
(State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification Number)

 

11995 El Camino Real, San Diego, California, 92130

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (858) 284-5000

 

Securities registered pursuant to Section 12 (b) of the Act:

 

		Name of Each Exchange
Title of Each Class		On Which Registered
Common Stock, $0.01 Par Value Class F Preferred Stock, $0.01 Par Value		New York Stock Exchange New York Stock Exchange

 

Securities registered pursuant to Section 12 (g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x     NO o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES o     NO x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x     NO o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   YES x    NO o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x   Accelerated filer o  Non-accelerated filer o  Smaller reporting company o

 

Emerging growth company  o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o  NO x

 

At June 30, 2017, the aggregate market value of the Registrant’s shares of common stock, $0.01 par value, held by non-affiliates of the Registrant was $15.1 billion based upon the last reported sale price of $55.18 per share on the New York Stock Exchange on June 30, 2017, the last business day of the Registrant’s most recently completed second fiscal quarter. The determination of affiliate status for purposes of this calculation is not necessarily a conclusive determination for other purposes.

 

At February 14, 2018, the number of shares of common stock outstanding was 284,245,504.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Part III, Items 10, 11, 12, 13, and 14 incorporate by reference certain specific portions of the definitive Proxy Statement for Realty Income Corporation’s Annual Meeting to be held on May 18, 2018, to be filed pursuant to Regulation 14A. Only those portions of the proxy statement which are specifically incorporated by reference herein shall constitute a part of this annual report.

 

Table of Contents

 

REALTY INCOME CORPORATION

 

Index to Form 10-K

 

PART I			Page
	Item 1:	Business
		The Company	2
		Recent Developments	3
		Dividend Policy	5
		Business Philosophy and Strategy	6
		Property Portfolio Information	13
		Forward-Looking Statements	20
	Item 1A:	Risk Factors	20
	Item 1B:	Unresolved Staff Comments	32
	Item 2:	Properties	32
	Item 3:	Legal Proceedings	32
	Item 4:	Mine Safety Disclosures	32
PART II
	Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	33
	Item 6:	Selected Financial Data	34
	Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations
		General	35
		Liquidity and Capital Resources	35
		Results of Operations	42
		Funds from Operations Available to Common Stockholders (FFO)	49
		Adjusted Funds from Operations Available to Common Stockholders (AFFO)	49
		Impact of Inflation	51
		Impact of Recent Accounting Pronouncements	51
	Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	51
	Item 8:	Financial Statements and Supplementary Data	52
	Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	81
	Item 9A:	Controls and Procedures	81
	Item 9B:	Other Information	82
PART III
	Item 10:	Directors, Executive Officers and Corporate Governance	82
	Item 11:	Executive Compensation	83
	Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	83
	Item 13:	Certain Relationships, Related Transactions and Director Independence	83
	Item 14:	Principal Accounting Fees and Services	83
PART IV
	Item 15:	Exhibits and Financial Statement Schedules	84
SIGNATURES			90

 

Table of Contents

 

PART I

 

Item 1:         Business

 

THE COMPANY

 

Realty Income, The Monthly Dividend Company®, is an S&P 500 company dedicated to providing stockholders with dependable monthly dividends that increase over time.  The company is structured as a real estate investment trust, or REIT, requiring it annually to distribute at least 90% of its taxable income (excluding net capital gains) in the form of dividends to its stockholders.  The monthly dividends are supported by the cash flow generated from real estate owned under long-term, net lease agreements with regional and national commercial tenants.  The company has in-house acquisition, portfolio management, asset management, real estate research, credit research, legal, finance and accounting, information technology, and capital markets capabilities.

 

Realty Income was founded in 1969, and listed on the New York Stock Exchange (NYSE: O) in 1994.  Over the past 49 years, Realty Income has been acquiring and managing freestanding commercial properties that generate rental revenue under long-term net lease agreements.  The company is a member of the S&P High Yield Dividend Aristocrats® index for having increased its dividend every year for more than 20 consecutive years.

 

At December 31, 2017, we owned a diversified portfolio:

 

·      Of 5,172 properties;

·      With an occupancy rate of 98.4%, or 5,089 properties leased and 83 properties available for lease;

·      Leased to 249 different commercial tenants doing business in 47 separate industries;

·      Located in 49 states and Puerto Rico;

·      With over 89.6 million square feet of leasable space; and

·      With an average leasable space per property of approximately 17,320 square feet; approximately 12,060 square feet per retail property and 224,340 square feet per industrial property.

 

Of the 5,172 properties in the portfolio, 5,144, or 99.5%, are single-tenant properties, and the remaining are multi-tenant properties. At December 31, 2017, of the 5,144 single-tenant properties, 5,062 were leased with a weighted average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately 9.5 years.

 

Our 7 senior officers owned 0.1% of our outstanding common stock with a market value of $16.9 million at January 31, 2018. Our directors and 7 senior officers, as a group, owned 0.2% of our outstanding common stock with a market value of $33.4 million at January 31, 2018.

 

Our common stock is listed on the NYSE under the ticker symbol “O” with a CUSIP number of 756109-104. Our central index key number is 726728.

 

In January 2018, we had 152 employees, as compared to 146 employees in January 2017.

 

We maintain a corporate website at www.realtyincome.com. On our website we make available, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, Form 3s, Form 4s, Form 5s, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file these reports with the Securities and Exchange Commission, or SEC.  None of the information on our website is deemed to be part of this report.

 

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RECENT DEVELOPMENTS

 

Increases in Monthly Dividends to Common Stockholders

We have continued our 49-year policy of paying monthly dividends. In addition, we increased the dividend five times during 2017 and twice during 2018.  As of February 2018, we have paid 81 consecutive quarterly dividend increases and increased the dividend 95 times since our listing on the NYSE in 1994.

 

		Month		Month		Dividend		Increase
2017 Dividend increases		Declared		Paid		per share		per share
1st increase		Dec 2016		Jan 2017		0.2025		$          0.0005
2nd increase		Jan 2017		Feb 2017		0.2105		$          0.0080
3rd increase		Mar 2017		Apr 2017		0.2110		$          0.0005
4th increase		Jun 2017		Jul 2017		0.2115		$          0.0005
5th increase		Sep 2017		Oct 2017		0.2120		$          0.0005
2018 Dividend increases
1st increase		Dec 2017		Jan 2018		0.2125		$          0.0005
2nd increase		Jan 2018		Feb 2018		0.2190		$          0.0065

 

The dividends paid per share during 2017 totaled approximately $2.527, as compared to approximately $2.392 during 2016, an increase of $0.135, or 5.6%.

 

The monthly dividend of $0.219 per share represents a current annualized dividend of $2.628 per share, and an annualized dividend yield of approximately 4.6% based on the last reported sale price of our common stock on the NYSE of $57.02 on December 31, 2017. Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period.

 

Acquisitions During 2017

During 2017, we invested $1.52 billion in 303 new properties and properties under development or expansion, with an initial weighted average contractual lease rate of 6.4%. The 303 new properties and properties under development or expansion are located in 40 states, will contain approximately 7.8 million leasable square feet, and are 100% leased with a weighted average lease term of 14.4 years. The tenants occupying the new properties operate in 23 industries and the property types are 94.5% retail and 5.5% industrial, based on rental revenue.  During 2017, none of our real estate investments caused any one tenant to be 10% or more of our total assets at December 31, 2017.

 

The estimated initial weighted average contractual lease rate for a property is generally computed as estimated contractual net operating income, which, in the case of a net leased property, is equal to the aggregate base rent for the first full year of each lease, divided by the total cost of the property.  Since it is possible that a tenant could default on the payment of contractual rent, we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above.

 

In the case of a property under development or expansion, the contractual lease rate is generally fixed such that rent varies based on the actual total investment in order to provide a fixed rate of return.  When the lease does not provide for a fixed rate of return on a property under development or expansion, the estimated initial weighted average contractual lease rate is computed as follows: estimated net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs. Of the $1.52 billion we invested during 2017, $21.2 million was invested in 17 properties under development or expansion with an estimated initial weighted average contractual lease rate of 6.9%.  We may continue to pursue development or expansion opportunities under similar arrangements in the future.

 

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Portfolio Discussion

Leasing Results

At December 31, 2017, we had 83 properties available for lease out of 5,172 properties in our portfolio, which represents a 98.4% occupancy rate based on the number of properties in our portfolio. Since December 31, 2016, when we reported 84 properties available for lease out of 4,944 and a 98.3% occupancy rate, we:

 

·      Had 297 lease expirations;

·      Re-leased 259 properties; and

·      Sold 39 vacant properties.

 

Of the 259 properties re-leased during 2017, 235 properties were re-leased to existing tenants, nine were re-leased to new tenants without vacancy, and 15 were re-leased to new tenants after a period of vacancy.  The annual rent on these 259 leases was $43.18 million, as compared to the previous rent on these same properties of $40.92 million, which represents a rent recapture rate of 105.5% on the properties re-leased during 2017.

 

As part of our re-leasing costs, we pay leasing commissions to unrelated, third party real estate brokers consistent with the commercial real estate industry standard, and sometimes provide tenant rent concessions. We do not consider the collective impact of the leasing commissions or tenant rent concessions to be material to our financial position or results of operations.

 

At December 31, 2017, our average annualized rental revenue was approximately $13.77 per square foot on the 5,089 leased properties in our portfolio.  At December 31, 2017, we classified nine properties with a carrying amount of $6.7 million as held for sale on our balance sheet.  The expected sale of these properties does not represent a strategic shift that will have a major effect on our operations and financial results and is consistent with our existing disposition strategy to further enhance our real estate portfolio and maximize portfolio returns.

 

Investments in Existing Properties

In 2017, we capitalized costs of $12.7 million on existing properties in our portfolio, consisting of $1.6 million for re-leasing costs, $912,000 for recurring capital expenditures, and $10.2 million for non-recurring building improvements. In 2016, we capitalized costs of $16.3 million on existing properties in our portfolio, consisting of $797,000 for re-leasing costs, $679,000 for recurring capital expenditures, and $14.9 million for non-recurring building improvements.

 

The majority of our building improvements relate to roof repairs, HVAC improvements, and parking lot resurfacing and replacements. The amounts of our capital expenditures can vary significantly, depending on the rental market, tenant credit worthiness, the lease term and the willingness of tenants to pay higher rents over the terms of the leases.

 

We define recurring capital expenditures as mandatory and repetitive landlord capital expenditure obligations that have a limited useful life. We define non-recurring capital expenditures as property improvements where we invest additional capital that extend the useful life of the property.

 

Note Issuance

During the year ended December 31, 2017 we issued the following notes (dollars in millions):

 

Issuances		Date of Issuance	Maturity date	Principal amount issued	Public offering price	Effective yield to maturity
4.125% notes		March 2017	October 2026 (1)	$          400	102.98%	3.75%
4.650% notes		March 2017	March 2047	300	99.97%	4.65%
3.250% notes		December 2017	October 2022 (2)	500	101.77%	2.84%
3.650% notes		December 2017	January 2028	550	99.78%	3.68%
4.650% notes		December 2017	March 2047 (3)	250	105.43%	4.32%
(1)	This issuance constitutes a further issuance of, and formed a single series with the senior notes due 2026 issued in September 2014.
(2)	This issuance constituted a further issuance of, and formed a single series with the senior notes due 2022 issued in October 2012.
(3)	This issuance constituted a further issuance of, and formed a single series with the senior notes due 2047 issued in March 2017.

 

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The net proceeds of $1.3 billion from the December 2017 note offerings were used to redeem all $550.0 million aggregate principal amount of our outstanding 2019 notes, including accrued and unpaid interest, and to repay borrowings outstanding under our $2.0 billion revolving credit facility and, to the extent not used for those purposes, to fund the development and acquisitions of additional properties and for other general corporate purposes. The net proceeds of $705.2 million from the March 2017 note offerings were used to repay borrowings outstanding under our credit facility to fund investment opportunities and for other general corporate purposes.

 

Capital Raising

During 2017, Realty Income issued 23,957,741 common shares at a weighted average price of $59.54, receiving gross proceeds of $1.4 billion.

 

Net Income Available to Common Stockholders

Net income available to common stockholders was $301.5 million in 2017, as compared to $288.5 million in 2016, an increase of $13.0 million. On a diluted per common share basis, net income was $1.10 in 2017, as compared to $1.13 in 2016, a decrease of $0.03, or 2.7%.

 

The calculation to determine net income available to common stockholders includes impairments, gains from the sale of properties and/or fair value adjustments on our interest rate swaps. These items vary from period to period based on the timing of property sales and the interest rate environment, and can significantly impact net income available to common stockholders.

 

Funds from Operations Available to Common Stockholders (FFO)

In 2017, our FFO increased by $37.3 million, or 5.1%, to $772.7 million, as compared to $735.4 million in 2016.  On a diluted per common share basis, FFO was $2.82 in 2017, as compared to $2.88 in 2016, a decrease of $0.06, or 2.1%.

 

Net income and funds from operations available to common stockholders per share in 2017 were impacted by a loss of $42.4 million, or $0.15 per share, on extinguishment of debt upon the early redemption on all $550.0 million of our outstanding 6.75% notes due August 2019 during December 2017. Net income and funds from operations available to common stockholders were also impacted by a non-cash redemption charge of $13.4 million, or $0.05 per share, upon the redemption of the 6.625% Monthly Income Class F Preferred Stock that was redeemed in April 2017. This charge is based on the excess of redemption value over the carrying value of the 6.625% Monthly Income Class F Preferred Stock that represents the original issuance cost that we paid in 2012.

 

Adjusted Funds from Operations Available to Common Stockholders (AFFO)

In 2017, our AFFO increased by $102.2 million, or 13.9%, to $838.6 million, as compared to $736.4 million in 2016. On a diluted per common share basis, AFFO was $3.06 in 2017, as compared to $2.88 in 2016, an increase of $0.18, or 6.3%.

 

See our discussion of FFO and AFFO (which are not financial measures under generally accepted accounting principles, or GAAP), later in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this annual report, which includes a reconciliation of net income available to common stockholders to FFO and AFFO.

 

DIVIDEND POLICY

 

Distributions are paid monthly to holders of shares of our common stock.

 

Distributions are paid monthly to the limited partners holding common units of Tau Operating Partnership, L.P. and Realty Income, L.P., each on a per unit basis that is generally equal to the amount paid per share to our common stockholders.

 

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In order to maintain our status as a REIT for federal income tax purposes, we generally are required to distribute dividends to our stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains), and we are subject to income tax to the extent we distribute less than 100% of our taxable income (including net capital gains). In 2017, our cash distributions to preferred and common stockholders totaled $695.5 million, or approximately 132.9% of our estimated taxable income of $523.5 million. Our estimated taxable income reflects non-cash deductions for depreciation and amortization. Our estimated taxable income is presented to show our compliance with REIT dividend requirements and is not a measure of our liquidity or operating performance.  We intend to continue to make distributions to our stockholders that are sufficient to meet this dividend requirement and that will reduce or eliminate our exposure to income taxes. Furthermore, we believe our funds from operations are sufficient to support our current level of cash distributions to our stockholders. Our cash distributions to common stockholders in 2017 totaled $689.3 million, representing 82.2% of our adjusted funds from operations available to common stockholders of $838.6 million. In comparison, our 2016 cash distributions to common stockholders totaled $610.5 million, representing 82.9% of our adjusted funds from operations available to common stockholders of $736.4 million.

 

Future distributions will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, FFO, AFFO, cash flow from operations, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Code, our debt service requirements, and any other factors the Board of Directors may deem relevant. In addition, our credit facility contains financial covenants that could limit the amount of distributions payable by us in the event of a default, and which prohibit the payment of distributions on the common or preferred stock in the event that we fail to pay when due (subject to any applicable grace period) any principal or interest on borrowings under our credit facility.

 

Distributions of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to stockholders as ordinary income, except to the extent that we recognize capital gains and declare a capital gains dividend, or that such amounts constitute “qualified dividend income” subject to a reduced rate of tax. The maximum tax rate of non-corporate taxpayers for “qualified dividend income” is generally 20%. In general, dividends payable by REITs are not eligible for the reduced tax rate on qualified dividend income, except to the extent that certain holding requirements have been met with respect to the REIT’s stock and the REIT’s dividends are attributable to dividends received from certain taxable corporations (such as our taxable REIT subsidiaries) or to income that was subject to tax at the corporate or REIT level (for example, if we distribute taxable income that we retained and paid tax on in the prior taxable year). However, non-corporate stockholders, including individuals, generally may deduct 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning after December 31, 2017 and before January 1, 2026.

 

Distributions in excess of earnings and profits generally will first be treated as a non-taxable reduction in the stockholders’ basis in their stock, but not below zero. Distributions in excess of that basis generally will be taxable as a capital gain to stockholders who hold their shares as a capital asset. Approximately 21.7% of the distributions to our common stockholders, made or deemed to have been made in 2017, were classified as a return of capital for federal income tax purposes. We estimate that in 2018, between 15% and 25% of the distributions may be classified as a return of capital.

 

BUSINESS PHILOSOPHY AND STRATEGY

 

We believe that owning an actively managed, diversified portfolio of primarily single-tenant commercial properties under long-term, net lease agreements produces consistent and predictable income. A net lease typically requires the tenant to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance. In addition, tenants of our properties typically pay rent increases based on: (1) increases in the consumer price index (typically subject to ceilings), (2) fixed increases, or (3) additional rent calculated as a percentage of the tenants’ gross sales above a specified level. We believe that a portfolio of properties under long-term, net lease agreements generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income.

 

Diversification is also a key component of our investment philosophy.  We believe that diversification of the portfolio by tenant, industry, geography, and, to a certain extent, property type leads to more consistent and predictable income for our stockholders by reducing vulnerability that can come with any single concentration.  Our investment activities have led to a diversified property portfolio that, as of December 31, 2017, consisted of

 

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5,172 properties located in 49 states and Puerto Rico, leased to 249 different commercial tenants doing business in 47 industries. No single industry represented in our property portfolio accounted for more than 10.6% of our rental revenue for the quarter ended December 31, 2017.

 

Investment Strategy

Our investment strategy is to acquire real estate leased to regional and national tenants. When identifying new properties for investment, we generally focus on acquiring high-quality real estate that tenants consider important to the successful operation of their business. We generally seek to acquire real estate that has the following characteristics:

 

·      Properties that are freestanding, commercially-zoned with a single tenant;

·      Properties that are in significant markets or strategic locations critical to generating revenue for regional and national 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.

 

We seek to invest in industries in which several, well-organized, regional and national tenants are capturing market share through the selection of prime real estate locations supported by superior service, quality control, economies of scale, consumer branding, and advertising. In addition, we frequently acquire large portfolios of single-tenant properties net leased to different tenants operating in a variety of industries.  We have an internal team dedicated to sourcing such opportunities, often using our relationships with various tenants, owners/developers, brokers and advisers to uncover and secure transactions.  We also undertake thorough research and analysis to identify what we consider to be appropriate property locations, tenants, and industries for investment. This research expertise is instrumental to uncovering net lease opportunities in markets where we believe we can add value.

 

In selecting potential investments, we look for tenants with the following attributes:

 

·      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.

 

From a retail perspective, our investment strategy is to target tenants that have a service, non-discretionary, and/or low-price-point component to their business.  We believe these characteristics better position tenants to operate in a variety of economic conditions and to compete more effectively with internet retailers.  As a result of the execution of this strategy, over 90% of our annualized retail rental revenue in 2017 is derived from tenants with a service, non-discretionary, and/or low price point component to their business.  From a non-retail perspective, we target industrial properties leased to Fortune 1000, primarily investment grade rated companies.  We believe these characteristics enhance the stability of the rental revenue generated from these properties.

 

After applying this investment strategy, we pursue those transactions where we can achieve an attractive investment spread over our cost of capital and favorable risk-adjusted returns.

 

Underwriting Strategy

In order to be considered for acquisition, properties must meet stringent underwriting requirements. We have established a four-part analysis to examine each potential investment based on:

 

·      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.

 

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We believe the principal financial obligations for most of our tenants typically include their bank and other debt, payment obligations to suppliers, and real estate lease obligations. Because we typically own the land and building in which a tenant conducts its business or which are critical to the tenant’s ability to generate revenue, we believe the risk of default on a tenant’s lease obligation is less than the tenant’s unsecured general obligations. It has been our experience that tenants must retain their profitable and critical locations in order to survive. Therefore, in the event of reorganization, they are less likely to reject a lease of a profitable or critical location because this would terminate their right to use the property.

 

Thus, as the property owner, we believe that we will fare better than unsecured creditors of the same tenant in the event of reorganization. If a property is rejected by the tenant during reorganization, we own the property and can either lease it to a new tenant or sell the property. In addition, we believe that the risk of default on real estate leases can be further mitigated by monitoring the performance of the tenants’ individual locations and considering whether to proactively sell locations that meet our criteria for disposition.

 

Prior to entering into any transaction, our research department conducts a review of a tenant’s credit quality.  The information reviewed may include reports and filings, including any public credit ratings, financial statements, debt and equity analyst reports, and reviews of corporate credit spreads, stock prices, market capitalization, and other financial metrics.  We conduct additional due diligence, including additional financial reviews of the tenant and a more comprehensive review of the business segment and industry in which the tenant operates.  We continue to monitor our tenants’ credit quality on an ongoing basis by reviewing the available information previously discussed, and providing summaries of these findings to management.  Approximately 46% of our annualized rental revenue comes from properties leased to investment grade rated companies or their subsidiaries.  At December 31, 2017, our top 20 tenants represented approximately 54% of our annualized revenue and ten of these tenants have investment grade credit ratings or are subsidiaries of investment grade companies.

 

Portfolio and Asset Management Strategy

In addition to pursuing new properties for investment, we seek to increase earnings and distributions to stockholders through active portfolio and asset management.

 

Generally, our portfolio and asset management efforts seek to achieve:

 

·      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.

 

We continually monitor our portfolio for any changes that could affect the performance of our tenants, our tenants’ industries, and the real estate locations in which we have invested.  We also regularly analyze our portfolio with a view towards optimizing its returns and enhancing its overall credit quality.  Our active portfolio and asset management strategy pursues asset sales when we believe the reinvestment of the sale proceeds will:

 

·      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.

 

At December 31, 2017, we classified nine properties with a carrying amount of $6.7 million as held for sale on our balance sheet. For 2018, we intend to continue our active disposition efforts to further enhance our real estate portfolio and anticipate $75 to $100 million in property sales.  We plan to invest these proceeds into new property acquisitions, if there are attractive opportunities available. However, we cannot guarantee that we will sell properties during 2018 at our estimated values or be able to invest the property sale proceeds in new properties.

 

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The active management of the portfolio is an essential component of our long-term strategy of maintaining high occupancy. Since 1970, our occupancy rate at the end of each year has never been below 96%.  However, we cannot assure you that our future occupancy levels will continue to equal or exceed 96%.

 

Capital Philosophy

Historically, we have met our long-term capital needs by issuing common stock, preferred stock and long-term unsecured notes and bonds. Over the long term, we believe that common stock should be the majority of our capital structure; however, we may issue additional preferred stock or debt securities. We may issue common stock when we believe that our share price is at a level that allows for the proceeds of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were initially financed by our credit facility or debt securities. However, we cannot assure you that we will have access to the capital markets at all times and at terms that are acceptable to us.

 

Our primary cash obligations, for the current year and subsequent years, are included in the “Table of Obligations,” which is presented later in this section. We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common and preferred stockholders, primarily through cash provided by operating activities, borrowing on our credit facility and periodically through public securities offerings.

 

Conservative Capital Structure

We believe that our stockholders are best served by a conservative capital structure. Therefore, we seek to maintain a conservative debt level on our balance sheet and solid interest and fixed charge coverage ratios. At December 31, 2017, our total outstanding borrowings of senior unsecured notes and bonds, term loans, mortgages payable and credit facility borrowings were $6.13 billion, or approximately 27.4% of our total market capitalization of $22.36 billion.

 

We define our total market capitalization at December 31, 2017 as the sum of:

 

·      Shares of our common stock outstanding of 284,213,685, plus total common units outstanding of 405,204, multiplied by the last reported sales price of our common stock on the NYSE of $57.02 per share on December 31, 2017, or $16.23 billion;

·      Outstanding borrowings of $110.0 million on our credit facility;

·      Outstanding mortgages payable of $320.3 million, excluding net mortgage premiums of $5.9 million and deferred financing costs of $236,000;

·      Outstanding borrowings of $445.9 million on our term loans, excluding deferred financing costs of $580,000; and

·      Outstanding senior unsecured notes and bonds of $5.25 billion, excluding unamortized net original issuance premiums of $14.3 million and deferred financing costs of $34.1 million.

 

Impact of Real Estate and Credit Markets

In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, the U.S. credit markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact our access to and cost of capital. We continually monitor the commercial real estate and U.S. credit markets carefully and, if required, will make decisions to adjust our business strategy accordingly.

 

Universal Shelf Registration

In December 2015, we filed a shelf registration statement with the SEC, which is effective for a term of three years and will expire in December 2018. In accordance with SEC rules, the amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit. The securities covered by this registration statement include (1) common stock, (2) preferred stock, (3) debt securities, (4) depositary shares representing fractional interests in shares of preferred stock, (5) warrants to purchase debt securities, common stock, preferred stock, or depositary shares, and (6) any combination of these securities. We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

 

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$2.0 Billion Revolving Credit Facility

We have a $2.0 billion unsecured revolving credit facility, or our credit facility, with an initial term that expires in June 2019 and includes, at our option, two six-month extensions. Our credit facility has a $1.0 billion accordion expansion option.  Under our credit facility, our investment grade credit ratings as of December 31, 2017 provide for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 0.85%, with a facility commitment fee of 0.125%, for all-in drawn pricing of 0.975% over LIBOR. The borrowing rate is subject to an interest rate floor and may change if our investment grade credit ratings were to change. We also have other interest rate options available to us under our credit facility. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation.

 

At December 31, 2017, we had a borrowing capacity of $1.89 billion available on our credit facility and an outstanding balance of $110.0 million.  The weighted average interest rate on borrowings outstanding under our credit facility, at December 31, 2017, was 4.5% per annum.  We must comply with various financial and other covenants in our credit facility.  At December 31, 2017, we remain in compliance with these covenants. We expect to use our credit facility to acquire additional properties and for other general corporate purposes. Any additional borrowings will increase our exposure to interest rate risk.

 

We generally use our credit facility for the short-term financing of new property acquisitions. Thereafter, we generally seek to refinance those borrowings with the net proceeds of long-term or permanent financing, which may include the issuance of common stock, preferred stock or debt securities. We cannot assure you, however, that we will be able to obtain any such refinancing, or that market conditions prevailing at the time of the refinancing will enable us to issue equity or debt securities at acceptable terms. We regularly review our credit facility and may seek to extend, renew or replace our credit facility, to the extent we deem appropriate.

 

Cash Reserves

We are organized to operate as an equity REIT that acquires and leases properties and distributes to stockholders, in the form of monthly cash distributions, a substantial portion of our net cash flow generated from leases on our properties.  We intend to retain an appropriate amount of cash as working capital.  At December 31, 2017, we had cash and cash equivalents totaling $6.9 million.

 

We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity is sufficient to meet our liquidity needs for the next twelve months.  We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facility.

 

Credit Agency Ratings

The borrowing interest rates under our credit facility are based upon our ratings assigned by credit rating agencies. As of December 31, 2017, we were assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds:  Moody’s Investors Service has assigned a rating of A3 with a “stable” outlook, Standard & Poor’s Ratings Group has assigned a rating of BBB+ with a “positive” outlook, and Fitch Ratings has assigned a rating of BBB+ with a “stable” outlook.

 

Based on our ratings as of December 31, 2017, the facility interest rate as of December 31, 2017 was LIBOR, plus 0.85% with a facility commitment fee of 0.125%, for all-in drawn pricing of 0.975% over LIBOR.  Our credit facility provides that the interest rate can range between: (i) LIBOR, plus 1.55% if our credit rating is lower than BBB-/Baa3 or unrated and (ii) LIBOR, plus 0.85% if our credit rating is A-/A3 or higher.  In addition, our credit facility provides for a facility commitment fee based on our credit ratings, which range from: (i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.125% for a credit rating of A-/A3 or higher.

 

We also issue senior debt securities from time to time and our credit ratings can impact the interest rates charged in those transactions.  If our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease. The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities, preferred stock or common stock.

 

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Term Loans

In December 2017, in conjunction with the acquisition of a portfolio of properties, we entered into a $125.9 million promissory note, maturing in January 2018. Borrowings under this note bore interest at 1.52%. This note was paid in full at maturity.

 

In June 2015, in conjunction with entering into our credit facility, we entered into a $250 million senior unsecured term loan maturing on June 30, 2020.  Borrowing under this term loan bears interest at the current one-month LIBOR, plus 0.90%.  In conjunction with this term loan, we also entered into an interest rate swap which effectively fixes our per annum interest rate on this term loan at 2.62%.

 

In January 2013, in conjunction with our acquisition of American Realty Capital Trust, Inc., or ARCT, we entered into a $70 million senior unsecured term loan with an initial maturity date of January 2018.  Borrowing under this term loan bears interest at the current one-month LIBOR, plus 1.10%.  In conjunction with this term loan, we also entered into an interest rate swap which effectively fixes our per annum interest rate on this term loan at 2.05%. In January 2018, we entered into a six-month extension of this loan, which now matures in July 2018 and includes, at our option, two additional six-month extensions. Borrowing during the extension periods bear interest at the current one-month LIBOR, plus 0.90%. The interest rate swap terminated upon the initial maturity in January 2018.

 

Mortgage Debt

As of December 31, 2017, we had $320.3 million of mortgages payable, all of which were assumed in connection with our property acquisitions.  Additionally, at December 31, 2017, we had net premiums totaling $5.9 million on these mortgages and deferred financing costs of $236,000.  We expect to pay off the mortgages payable as soon as prepayment penalties have declined to a level that would make it economically feasible to do so.  During 2017, we made $139.7 million of principal payments, including the repayment of eight mortgages in full for $133.5 million.

 

Notes Outstanding

As of December 31, 2017, we had $5.25 billion of senior unsecured note and bond obligations, excluding unamortized net original issuance premiums of $14.3 million and deferred financing costs of $34.1 million.  All of our outstanding notes and bonds have fixed interest rates. Interest on all of our senior note and bond obligations is paid semiannually.

 

No Unconsolidated Investments

We have no unconsolidated investments, nor do we engage in trading activities involving energy or commodity contracts.

 

Corporate Responsibility

We are committed to providing an engaging, diverse, and safe work environment for our employees, upholding our corporate responsibilities as a public company operating for the benefit of our stockholders, and operating our company in an environmentally conscious manner. As The Monthly Dividend Company®, our mission is to provide our stockholders with monthly dividends that increase over time. How we manage and use the physical, financial and talent resources that enable us to achieve this mission, demonstrates our commitment to corporate responsibility.

 

Social Responsibility and Ethics. An extension of our mission is our commitment to being socially responsible and conducting our business according to the highest ethical standards. Our employees are awarded compensation that is in line with those of our peers and competitors, including generous healthcare benefits for employees and their families, participation in a 401(k) plan with a matching contribution by Realty Income, competitive paid time-off benefits, and an infant-at-work program for new parents. We also have a long-standing commitment to equal employment opportunity and adhere to all Equal Employer Opportunity Policy guidelines. Our employees have access to members of our Board of Directors to report anonymously, if desired, any suspicion of misconduct by any member of our senior management or executive team. We apply the principles of full and fair disclosure in all of our business dealings, and we encourage all of our directors, officers, and other employees to conduct our business in accordance with the highest standards of moral and ethical behavior, in each case, as outlined in our Corporate Code of Business Ethics. We are also committed to dealing fairly with all of our customers, suppliers, and competitors.

 

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Realty Income and its employees have taken an active role in supporting communities through civic involvement with charitable organizations and corporate donations. Focusing our impact on our social responsibility, our non-profit partnerships have resulted in approximately 725 employee volunteer hours during 2017, principally through our partnership with San Diego Habitat for Humanity. Our employees have also provided educational services to at-risk youth, funding to local foodbanks, and toys for under-served children. Our dedication to being a responsible corporate citizen has a direct and positive impact in the communities in which we operate and contributes to the strength of our reputation and our financial performance.

 

Corporate Governance. We believe that a company’s reputation for integrity and serving its stockholders responsibly is of utmost importance. We are committed to managing the company for the benefit of our stockholders and are focused on maintaining good corporate governance.  Practices that illustrate this commitment include:

 

·      Our Board of Directors is comprised of eight directors, seven of which are independent, non-employee directors;

·      Our Board of Directors is elected on an annual basis;

·      We employ a majority vote standard for uncontested elections;

·      Our Compensation Committee of the Board of Directors works with independent consultants in conducting annual compensation reviews for our key executives, and compensates each individual primarily based on reaching certain performance metrics that determine the success of our company; and

·      We adhere to all other corporate governance principles outlined in our “Corporate Governance Guidelines” document on our website.

 

Environmental Practices.  Our focus on environmental conservationism is demonstrated by how we manage our day-to-day activities at our corporate headquarters. At our headquarters, we promote energy efficiency and encourage practices such as powering down office equipment at the end of the day, implementing file-sharing technology and automatic “duplex mode” to limit paper use, adopting an electronic approval system, carpooling to our headquarters, and recycling paper waste. In 2017, we sent more than 32,700 pounds of paper to our off-site partner for recycling.

 

With respect to other recycling and reuse practices, we encourage the use of recycled products and the recycling of materials used in our operations. Cell phones, wireless devices and office equipment are recycled or donated whenever possible.

 

In addition, our headquarters building was retrofitted according to the State of California energy efficiency standards (specifically following California Green Building Standards Code and Title 24 of the California Code of Regulations), with features such as an automatic lighting control system with light-harvesting technology, a Building Management System that monitors and controls energy use, an energy-efficient PVC roof and heating and cooling system, LED lighting, and drought-tolerant landscaping with recycled materials.

 

In 2017, we formed an internal “Green Team” whose mission is to encourage environmentally-friendly choices to further reduce our environmental impact as a company. To achieve this mission, the Green Team creates and executes strategies to promote sustainability internally and tracks the progress of their efforts.

 

The properties in our portfolio are primarily net leased to our tenants, and each tenant is ultimately responsible for maintaining the buildings including controlling their energy usage and the implementation of any environmentally sustainable practices at each location. We actively communicate and work with our tenants to promote environmental responsibility at the properties we own and to reiterate the importance of energy efficient facilities.

 

Our Asset Management team has engaged with renewable energy development companies to identify assets that would maximize energy efficiency initiatives throughout our property portfolio. These initiatives include solar energy arrays, battery storage, and charging stations. In addition, we continue to explore regional opportunities with our tenants in order to qualify for city and county renewable energy or energy efficiency programs.

 

More information on our social responsibility and environmental practices can be found on our company’s website at http://www.realtyincome.com/about-realty-income/corporate-responsibility. None of the information on our website is deemed to be a part of this report.

 

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PROPERTY PORTFOLIO INFORMATION

 

At December 31, 2017, we owned a diversified portfolio:

 

·      Of 5,172 properties;

·      With an occupancy rate of 98.4%, or 5,089 properties leased and 83 properties available for lease;

·      Leased to 249 different commercial tenants doing business in 47 separate industries;

·      Located in 49 states and Puerto Rico;

·      With over 89.6 million square feet of leasable space; and

·      With an average leasable space per property of approximately 17,320 square feet; approximately 12,060 square feet per retail property and 224,340 square feet per industrial property.

 

At December 31, 2017, of our 5,172 properties, 5,089 were leased under net lease agreements. A net lease typically requires the tenant to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance. In addition, our tenants are typically subject to future rent increases based on increases in the consumer price index (typically subject to ceilings), additional rent calculated as a percentage of the tenants’ gross sales above a specified level, or fixed increases.

 

At December 31, 2017, our 249 commercial tenants, which we define as retailers with over 50 locations and non-retailers with over $500 million in annual revenues, represented approximately 95% of our annualized revenue.  We had 269 additional tenants, representing approximately 5% of our annualized revenue at December 31, 2017, which brings our total tenant count to 518 tenants.

 

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Industry Diversification

The following table sets forth certain information regarding our property portfolio 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			For the Years Ended
			December 31,			Dec 31,		Dec 31,		Dec 31,		Dec 31,		Dec 31,
			2017			2017		2016		2015		2014		2013
	Retail industries
	Apparel stores		1.5%			1.6%		1.9%		2.0%		2.0%		1.9%
	Automotive collision services		1.0			1.0		1.0		1.0		0.8		0.8
	Automotive parts		1.4			1.3		1.3		1.4		1.3		1.2
	Automotive service		2.4			2.2		1.9		1.9		1.8		2.1
	Automotive tire services		2.5			2.6		2.7		2.9		3.2		3.6
	Book stores		*			*		*		*		*		*
	Child care		1.8			1.8		1.9		2.0		2.2		2.8
	Consumer electronics		0.4			0.3		0.3		0.3		0.3		0.3
	Convenience stores		9.4			9.6		8.7		9.2		10.1		11.2
	Crafts and novelties		0.5			0.5		0.5		0.5		0.5		0.5
	Dollar stores		7.7			7.9		8.6		8.9		9.6		6.2
	Drug stores		10.6			10.9		11.2		10.6		9.5		8.1
	Education		0.3			0.3		0.3		0.3		0.4		0.4
	Entertainment		0.5			0.4		0.5		0.5		0.5		0.6
	Equipment services		*			*		0.1		0.1		0.1		0.1
	Financial services		2.1			2.1		1.4		1.3		1.4		1.5
	General merchandise		1.9			1.8		1.5		1.4		1.2		1.1
	Grocery stores		4.5			4.4		3.1		3.0		3.0		2.9
	Health and fitness		7.5			7.5		8.1		7.7		7.0		6.3
	Health care		0.8			0.8		0.9		1.0		1.1		1.1
	Home furnishings		0.8			0.8		0.7		0.7		0.7		0.9
	Home improvement		2.8			2.6		2.5		2.4		1.7		1.6
	Jewelry		0.1			0.1		0.1		0.1		0.1		0.1
	Motor vehicle dealerships		1.9			2.1		1.9		1.6		1.6		1.6
	Office supplies		0.2			0.2		0.3		0.3		0.4		0.5
	Pet supplies and services		0.6			0.6		0.6		0.7		0.7		0.8
	Restaurants - casual dining		3.7			3.8		3.9		3.8		4.3		5.1
	Restaurants - quick service		5.5			5.1		4.9		4.2		3.7		4.4
	Shoe stores		0.4			0.4		0.5		0.5		0.1		0.1
	Sporting goods		1.1			1.4		1.6		1.8		1.6		1.7
	Telecommunications		*			*		*		-		-		-
	Theaters		5.7			5.0		4.9		5.1		5.3		6.2
	Transportation services		0.1			0.1		0.1		0.1		0.1		0.1
	Wholesale clubs		3.2			3.3		3.6		3.8		4.1		3.9
	Other		*			*		*		*		*		0.1
	Retail industries		82.9%			82.5%		81.5%		81.1%		80.4%		79.8%
*	Less than 0.1%
(1)	Includes rental revenue for all properties owned at the end of each period presented, including revenue from properties reclassified as discontinued operations.

 

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Industry Diversification (continued)

 

			Percentage of  Rental Revenue(1)
			For the
			Quarter Ended			For the Years Ended
			December 31,			Dec 31,		Dec 31,		Dec 31,		Dec 31,		Dec 31,
			2017			2017		2016		2015		2014		2013
	Non-retail industries
	Aerospace		0.9%			0.9%		1.0%		1.1%		1.2%		1.2%
	Beverages		2.6			2.7		2.6		2.7		2.8		3.3
	Consumer appliances		0.5			0.5		0.5		0.6		0.5		0.6
	Consumer goods		0.7			0.8		0.9		0.9		0.9		1.0
	Crafts and novelties		0.1			0.1		0.1		0.1		0.1		0.1
	Diversified industrial		0.8			0.9		0.9		0.8		0.5		0.2
	Electric utilities		0.1			0.1		0.1		0.1		0.1		*
	Equipment services		0.4			0.4		0.5		0.4		0.5		0.4
	Financial services		0.3			0.3		0.4		0.4		0.4		0.5
	Food processing		0.6			0.6		1.1		1.2		1.4		1.5
	General merchandise		0.2			0.2		0.3		0.3		0.3		-
	Government services		0.9			1.0		1.1		1.2		1.3		1.4
	Health care		0.5			0.6		0.6		0.7		0.7		0.8
	Home furnishings		0.1			0.1		0.1		0.2		0.2		0.2
	Home improvement		0.1			*		-		-		-		-
	Insurance		0.1			0.1		0.1		0.1		0.1		0.1
	Machinery		0.1			0.1		0.1		0.1		0.2		0.2
	Other manufacturing		0.8			0.8		0.8		0.7		0.7		0.6
	Packaging		1.1			1.0		0.8		0.8		0.8		0.9
	Paper		0.1			0.1		0.1		0.1		0.1		0.2
	Shoe stores		0.2			0.2		0.2		0.2		0.8		0.9
	Telecommunications		0.6			0.6		0.6		0.7		0.7		0.7
	Transportation services		5.2			5.3		5.4		5.3		5.1		5.3
	Other		0.1			0.1		0.2		0.2		0.2		0.1
	Non-retail industries		17.1%			17.5%		18.5%		18.9%		19.6%		20.2%
	Totals		100.0%			100.0%		100.0%		100.0%		100.0%		100.0%
*	Less than 0.1%
(1)	Includes rental revenue for all properties owned at the end of each period presented, including revenue from properties reclassified as discontinued operations.

 

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Property Type Composition

The following table sets forth certain property type information regarding our property portfolio as of December 31, 2017 (dollars in thousands):

 

					Approximate		Rental Revenue for		Percentage of
			Number of		Leasable		the Quarter Ended		Rental
Property Type			Properties		Square Feet		December 31, 2017	(1)	Revenue
Retail			4,999		60,289,500		$                  240,006		80.7%
Industrial			116		26,023,400		37,331		12.5
Office			42		3,104,700		13,579		4.6
Agriculture			15		184,500		6,571		2.2
Totals			5,172		89,602,100		$                  297,487		100.0%
(1)	Includes rental revenue for all properties owned at December 31, 2017.  Excludes revenue of $1,412 from sold properties.

 

Tenant Diversification

The following table sets forth the largest tenants in our property portfolio, expressed as a percentage of total rental revenue at December 31, 2017:

 

Tenant		Number of Properties		% of Rental Revenue
Walgreens		203		6.5%
FedEx		43		5.1%
LA Fitness		53		4.0%
Dollar General		532		3.9%
Dollar Tree / Family Dollar		468		3.6%
AMC Theatres		32		3.6%
Walmart / Sam’s Club		51		3.0%
Circle K (Couche-Tard)		298		2.5%
BJ’s Wholesale Club		15		2.2%
Treasury Wine Estates		17		2.1%
Life Time Fitness		11		2.0%
Regal Cinemas		25		1.9%
CVS Pharmacy		76		1.9%
Super America / Western Refining (Tesoro)		134		1.8%
GPM Investments / Fas Mart		216		1.8%
Rite Aid		69		1.7%
7-Eleven		111		1.7%
TBC Corporation (Sumitomo)		159		1.5%
Kroger		14		1.5%
FreedomRoads / Camping World		19		1.2%

 

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Service Category Diversification for our Retail Properties

The following table sets forth certain information regarding the 4,999 retail properties included in our 5,172 total properties owned at December 31, 2017, classified according to the business types and the level of services they provide at the property level (dollars in thousands):

 

			Number of		Retail Rental Revenue				Percentage of
			Retail		for the Quarter Ended				Retail Rental
			Properties		December 31, 2017			(1)	Revenue
Tenants Providing Services
Automotive collision services			58		$		2,938		1.2%
Automotive service			271		7,031				2.9
Child care			204		5,380				2.2
Education			14		839				0.3
Entertainment			11		1,363				0.6
Equipment services			2		111				*
Financial services			218		6,232				2.6
Health and fitness			93		22,337				9.3
Health care			27		1,139				0.5
Telecommunications			1		47				*
Theaters			60		17,038				7.1
Transportation services			2		229				0.1
Other			8		133				0.1
			969		64,817				26.9
Tenants Selling Goods and Services
Automotive parts (with installation)			69		1,631				0.7
Automotive tire services			194		7,401				3.1
Convenience stores			867		27,758				11.6
Motor vehicle dealerships			28		5,749				2.4
Pet supplies and services			12		738				0.3
Restaurants - casual dining			313		10,339				4.3
Restaurants - quick service			641		16,287				6.8
			2,124		69,903				29.2
Tenants Selling Goods
Apparel stores			28		4,328				1.8
Automotive parts			116		2,451				1.0
Book stores			1		104				*
Consumer electronics			10		1,097				0.5
Crafts and novelties			15		1,618				0.7
Dollar stores			1,000		22,830				9.5
Drug stores			342		30,214				12.6
General merchandise			82		5,438				2.3
Grocery stores			112		13,555				5.6
Home furnishings			57		2,283				1.0
Home improvement			66		7,673				3.2
Jewelry			4		175				0.1
Office supplies			8		564				0.2
Shoe stores			2		182				0.1
Sporting goods			31		3,369				1.4
Wholesale clubs			32		9,405				3.9
			1,906			105,286			43.9
Total Retail Properties			4,999		$	240,006			100.0%
*	Less than 0.1%
(1)	Includes rental revenue for all retail properties owned at December 31, 2017.  Excludes revenue of $57,481 from non-retail properties and $1,412 from sold properties.

 

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