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, 2012
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)
600 La Terraza Boulevard, Escondido, California 92025-3873
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (760) 741-2111
Securities registered pursuant to Section 12 (b) of the Act:
Name of Each Exchange
Title of Each Class
On Which Registered
Common Stock, $0.01 Par Value
Class E Preferred Stock, $0.01 Par Value
Class F Preferred Stock, $0.01 Par Value
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 Website, 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
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, 2012, the aggregate market value of the Registrant’s shares of common stock, $0.01 par value, held by non-affiliates of the Registrant was $5.5 billion based upon the last reported sale price of $41.77 per share on the New York Stock Exchange on June 30, 2012, the last business day of the Registrant’s most recently completed second fiscal quarter.
At February 1, 2013, the number of shares of common stock outstanding was 178,921,596, the number of the number of shares of Class E preferred stock outstanding was 8,800,000 and the number of shares of Class F preferred stock outstanding was 16,350,000.
DOCUMENTS INCORPORATED BY REFERENCE
Part III, Items 10, 11, 12, 13 and 14 incorporate by reference certain specific portions of the definitive Proxy Statement for Realty Income Corporation’s Annual Meeting to be held on May 7, 2013, 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.
Index to Form 10-K
PART I
Page
Item 1:
Business
The Company
2
Recent Developments
3
Dividend Policy
7
Business Philosophy and Strategy
8
Property Portfolio Information
14
Forward-Looking Statements
21
Item 1A:
Risk Factors
Item 1B:
Unresolved Staff Comments
32
Item 2:
Properties
Item 3:
Legal Proceedings
33
Item 4:
Mine Safety Disclosures
PART II
Item 5:
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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
Results of Operations
42
Funds from Operations Available to Common Stockholders (FFO) and Normalized Funds from Operations Available to Common Stockholders (Normalized FFO)
48
Adjusted Funds from Operations Available to Common Stockholders (AFFO)
49
Impact of Inflation
51
Impact of Recent Accounting Pronouncements
Item 7A:
Quantitative and Qualitative Disclosures About Market Risk
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
82
Item 9B:
Other Information
83
PART III
Item 10:
Directors, Executive Officers and Corporate Governance
Item 11:
Executive Compensation
Item 12:
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13:
Certain Relationships, Related Transactions and Director Independence
Item 14:
Principal Accounting Fees and Services
PART IV
Item 15:
Exhibits and Financial Statement Schedules
84
SIGNATURES
89
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Item 1: Business
THE COMPANY
Realty Income Corporation, The Monthly Dividend Company®, or Realty Income, is a publicly traded real estate company with the primary business objective of generating dependable monthly cash dividends from a consistent and predictable level of cash flow from operations. Our monthly distributions or dividends are supported by the cash flow from our portfolio of properties leased to commercial enterprises. We have in-house acquisition, leasing, legal, credit research, real estate research, portfolio management and capital markets expertise. Over the past 44 years, Realty Income and its predecessors have been acquiring and owning freestanding commercial properties that generate rental revenue under long-term lease agreements.
In 1994, Realty Income was listed on the New York Stock Exchange, or NYSE, and we elected to be taxed as a real estate investment trust, or REIT, requiring us to distribute dividends to our stockholders aggregating at least 90% of our taxable income (excluding net capital gains).
We seek to increase distributions to stockholders and funds from operations, or FFO, per share through both active portfolio management and the acquisition of additional properties.
Generally, our portfolio management efforts seek to achieve:
· Contractual rent increases on existing leases;
· Rent increases at the termination of existing leases, when market conditions permit; and
· The active management of our property portfolio, including re-leasing vacant properties, and selectively selling properties, thereby mitigating our exposure to certain tenants and markets.
In acquiring additional properties, our strategy is primarily to acquire properties that are:
· Freestanding, single-tenant locations;
· Leased to regional and national commercial enterprises; and
· Leased under long-term, net-lease agreements.
At December 31, 2012, we owned a diversified portfolio:
· Of 3,013 properties;
· With an occupancy rate of 97.2%, or 2,929 properties leased and only 84 properties available for lease;
· Leased to 150 different commercial enterprises doing business in 44 separate industries;
· Located in 49 states;
· With over 37.6 million square feet of leasable space; and
· With an average leasable space per property of approximately 12,500 square feet.
Of the 3,013 properties in the portfolio, 2,996, or 99.4%, are single-tenant properties, and the remaining 17 are multi-tenant properties. At December 31, 2012, of the 2,996 single-tenant properties, 2,913 were leased with a weighted average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately 11.0 years.
We typically acquire properties under long-term leases with regional and national retailers and other commercial enterprises. Our acquisition and investment activities generally focus on businesses providing goods and services that satisfy basic consumer and business needs. In general, our net-lease agreements:
· Are for initial terms of 10 to 20 years;
· Require the tenant to pay minimum monthly rent and property operating expenses (taxes, insurance and maintenance); and
· Provide for 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.
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We commenced operations as a REIT on August 15, 1994 through the merger of 25 public and private real estate limited partnerships. Each of the partnerships was formed between 1970 and 1989 for the purpose of acquiring and managing long-term, net-leased properties.
Our ten senior officers owned 0.7% of our outstanding common stock with a market value of $56.3 million at February 1, 2013. Our directors and ten senior officers, as a group, owned 0.9% of our outstanding common stock with a market value of $67.0 million at February 1, 2013.
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.
Our 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock is listed on the NYSE under the ticker symbol “OprE” with a cusip number of 756109-708.
Our 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock is listed on the NYSE under the ticker symbol “OprF” with a cusip number of 756109-807.
In February 2013, we had 97 employees as compared to 83 employees in February 2012.
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.
RECENT DEVELOPMENTS
Increases in Monthly Dividends to Common Stockholders
We have continued our 44-year policy of paying monthly dividends. Monthly dividends per common share increased by $0.0003125 in April 2012 to $0.1458125, increased by $0.0003125 in July 2012 to $0.146125, increased by $0.005 in September 2012 to $0.151125, increased by $0.0003125 in October 2012 to $0.1514375, increased by $0.0003125 in January 2013 to $0.15175, and increased by $0.0291667 in February 2013 to $0.1809167. The increase in January 2013 was our 61st consecutive quarterly increase and the increase in February 2013 was our 70th increase in the amount of our dividend since our listing on the NYSE in 1994. In 2012, we paid three monthly cash dividends per common share in the amount of $0.1455, three in the amount of $0.1458125, two in the amount of $0.146125, one in the amount of $0.151125, and three in the amount of $0.1514375, totaling $1.771625. In December 2012, we declared dividends of $0.15175 per share, which were paid in January 2013. In January 2013 and February 2013, we declared dividends of $0.1809167 per share, which will be paid in February 2013 and March 2013, respectively.
The monthly dividend of $0.1809167 per share represents a current annualized dividend of $2.171 per share, and an annualized dividend yield of approximately 5.0% based on the last reported sale price of our common stock on the NYSE of $43.40 on February 1, 2013. 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 2012
During 2012, Realty Income invested $1.16 billion in real estate, acquiring 423 properties, and properties under development, with an initial weighted average contractual lease rate of 7.2%. The majority of the lease revenue from these properties is generated from investment grade tenants. These 423 properties, and properties under development, are located in 37 states, will contain over 10.5 million leasable square feet, and are 100% leased with an average lease term of 14.6 years. The tenants of the 423 properties acquired operate in 23 industries: aerospace, apparel stores, automotive collision services, automotive parts, consumer appliances, consumer goods, convenience stores, crafts and novelties, diversified industrial, dollar stores, drug stores, equipment services, food processing, health and fitness, insurance, machinery, motor vehicle dealerships, packaging,
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paper, restaurants – quick service, theaters, transportation services, and wholesale clubs. None of the investments in these properties caused any one tenant to be 10% or more of our total assets at December 31, 2012.
The initial weighted average contractual lease rate is computed as estimated contractual net operating income (in a net-leased property that is equal to the aggregate base rent or, in the case of a property under development, the estimated base rent) for the first year of each lease, divided by the estimated total cost of the properties. 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.
January 2013 Acquisition of American Realty Capital Trust, Inc.
On January 22, 2013, we completed our acquisition of American Realty Capital Trust, Inc., or ARCT, in a transaction valued at approximately $3.1 billion. Pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger dated as of September 6, 2012, as amended on January 6, 2013, at the effective time of the acquisition, each outstanding share of ARCT common stock was converted into the right to receive a combination of (i) $0.35 in cash and (ii) 0.2874 shares of our common stock. In connection with the acquisition, at the closing we terminated and repaid the amounts then outstanding of approximately $552.9 million under ARCT’s revolving credit facility and term loan. In conjunction with our acquisition of ARCT in January 2013, we assumed approximately $516.3 million of mortgages payable. With this acquisition, we added 515 properties to our portfolio. Through 2012, we have incurred $7.9 million of merger costs. We anticipate that the total merger costs will be approximately $19 million.
In January 2013, in connection with our acquisition of ARCT, we entered into a $70 million senior unsecured term loan maturing January 21, 2018. Borrowing under the term loan bears interest at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 1.20%. In conjunction with this term loan, we also acquired an interest rate swap which essentially fixes our per annum interest rate on the term loan at 2.15%.
Portfolio Discussion
Leasing Results
At December 31, 2012, we had 84 properties available for lease out of 3,013 properties in our portfolio, which represents a 97.2% occupancy rate. Since December 31, 2011, when we reported 87 properties available for lease and a 96.7% occupancy rate, we:
· Leased 47 properties;
· Sold 20 properties available for lease; and
· Have 64 new properties available for lease.
During 2012, 124 properties with expiring leases were leased to either existing or new tenants. The rent on these leases was $10.6 million, as compared to the previous rent on these same properties of $10.9 million. At December 31, 2012, our average annualized rental revenue was approximately $14.56 per square foot on the 2,929 leased properties in our portfolio. At December 31, 2012, we classified 14 properties with a carrying amount of $19.2 million as held for sale on our balance sheet.
Investments in Existing Properties
In 2012, we capitalized costs of $6.6 million on existing properties in our portfolio, consisting of $1.62 million for re-leasing costs and $4.93 million for building and tenant improvements. In 2011, we capitalized costs of $4.2 million on existing properties in our portfolio, consisting of $1.7 million for re-leasing costs and $2.5 million for building and tenant improvements.
As part of our re-leasing costs, we pay leasing commissions and sometimes provide tenant rent concessions. Leasing commissions are paid based on the commercial real estate industry standard and any rent concessions provided are minimal. 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.
The majority of our building and tenant improvements are related to roof repairs, HVAC improvements, and parking lot resurfacing and replacements. It is not customary for us to offer significant tenant improvements on our properties as tenant incentives. The amounts of our capital expenditures can vary significantly, depending on the rental market, tenant credit worthiness, and the willingness of tenants to pay higher rents over the terms of the leases.
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Note Issuance
In October 2012, we issued $350 million in aggregate principal amount of 2.00% senior unsecured notes due January 2018, or the 2018 Notes, and $450 million in aggregate principal amount of 3.25% senior unsecured notes due October 2022, or the 2022 Notes. The price to the investors for the 2018 Notes was 99.910% of the principal amount for an effective yield of 2.017% per annum. The price to the investors for the 2022 Notes was 99.382% of the principal amount for an effective yield of 3.323% per annum. The total net proceeds of $790.1 million from these offerings were used to repay all outstanding borrowings under our acquisition credit facility, and the remaining proceeds were used for general corporate purposes, including additional property acquisitions.
Universal Shelf Registration
In October 2012, we filed a shelf registration statement with the SEC, which is effective for a term of three years and will expire in October 2015. This replaces our prior shelf registration statement. 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 the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
Environmental Insurance Policies
In July 2012, we entered into new ten-year environmental primary and excess insurance policies that expire in July 2022. The limits on our new primary policy are $10 million per occurrence and $60 million in the aggregate. The limits on the excess policy are $5 million per occurrence and $10 million in the aggregate. Therefore, the primary and excess ten-year policies together provide a total limit of $15 million per occurrence and $70 million in the aggregate.
Authorized Shares
In June 2012, our stockholders approved an increase in the number of authorized shares of our common stock to 370,100,000 and the number of authorized shares of our preferred stock to 69,900,000.
$1 Billion Acquisition Credit Facility
In May 2012, we entered into a new $1 billion unsecured acquisition credit facility, which replaced our $425 million acquisition credit facility that was scheduled to expire in March 2014. The initial term of the new credit facility expires in May 2016 and includes, at our option, a one-year extension. Under this new credit facility, our current investment grade credit ratings provide for financing at LIBOR plus 1.075% with a facility commitment fee of 0.175%, for all-in drawn pricing of 1.25% over LIBOR. The borrowing rate is not subject to an interest rate floor or ceiling. We also have other interest rate options available to us. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation.
2012 Incentive Award Plan
In March 2012, our Board of Directors adopted, and in May 2012, our stockholders approved the Realty Income Corporation 2012 Incentive Award Plan, or the 2012 Plan, to enable us to attract and retain the services of directors, employees and consultants considered essential to our long-term success. The 2012 Plan offers our directors, employees and consultants an opportunity to own stock in Realty Income or rights that will reflect our growth, development and financial success. The 2012 Plan replaced the 2003 Incentive Award Plan of Realty Income Corporation (as amended and restated February 21, 2006), which was set to expire in March 2013.
Issuance and Redemption of Preferred Stock
In February 2012, we issued 14.95 million shares of 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock at a price of $25.00 per share, including 1.95 million shares purchased by the underwriters upon the exercise of their overallotment option. In April 2012, we issued an additional 1.4 million shares of our Class F preferred stock at a price of $25.2863 per share. Of the aggregate net proceeds of approximately $395.4 million from these issuances, $127.5 million was used to redeem all of our outstanding 7.375% Class D Cumulative Redeemable Preferred Stock and the balance was used to repay borrowings under our credit facility. The dividend rate difference of 0.75% between the Class D and Class F preferred stock provides us
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savings of $956,000 annually on the Class D redemption amount of $127.5 million. Beginning February 15, 2017, the Class F preferred shares are redeemable at our option for $25.00 per share. The initial dividend of $0.1702257 per share was paid on March 15, 2012, and covered 37 days. Thereafter, dividends of $0.138021 per share will be paid monthly, in arrears.
We redeemed all of the 5.1 million shares of our 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock in March 2012 for $25.00 per share, plus accrued dividends. We incurred a charge of $3.7 million, representing the Class D preferred stock original issuance costs that we paid in 2004.
Net Income Available to Common Stockholders
Net income available to common stockholders was $114.5 million in 2012, compared to $132.8 million in 2011, a decrease of $18.3 million. On a diluted per common share basis, net income was $0.86 in 2012, as compared to $1.05 in 2011. Net income available to common stockholders for 2012 includes $7.9 million of merger-related costs, which represents $0.06 on a diluted per common share basis, for the acquisition of ARCT. Additionally, net income available to common stockholders in 2012 includes a $3.7 million charge for the excess of redemption value over carrying value of the shares of our Class D preferred stock, which represents $0.03 on a diluted per common share basis.
The calculation to determine net income available to common stockholders includes gains from the sale of properties and excess real estate. The amount of gains varies from period to period based on the timing of property sales and can significantly impact net income available to common stockholders.
Gains from the sale of properties during 2012 were $9.9 million, as compared to gains from the sale of properties and excess real estate of $5.7 million during 2011.
In 2012, our FFO increased by $11.5 million, or 4.6%, to $260.9 million versus $249.4 million in 2011. On a diluted per common share basis, FFO was $1.96 in 2012, compared to $1.98 in 2011, a decrease of $0.02, or 1.0%. FFO in 2012 includes $7.9 million of merger-related costs, which represents $0.06 on a diluted per common share basis, and includes a $3.7 million charge for the excess of redemption value over carrying value of the shares of our Class D preferred stock, which represents $0.03 on a diluted per common share basis.
We define normalized FFO as FFO excluding the merger-related costs for our acquisition of ARCT. In 2012, our normalized FFO increased by $19.4 million, or 7.8%, to $268.8 million, versus $249.4 million in 2011. On a diluted common share basis, normalized FFO was $2.02 in 2012, compared to $1.98 in 2011, an increase of $0.04, or 2.0%.
See our discussion of FFO and normalized FFO (which are not financial measures under U.S. generally accepted accounting principles, or GAAP), 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 normalized FFO.
In 2012, our AFFO increased by $20.8 million, or 8.2%, to $274.2 million versus $253.4 million in 2011. On a diluted per common share basis, AFFO was $2.06 in 2012, compared to $2.01 in 2011, an increase of $0.05, or 2.5%.
See our discussion of AFFO (which is not a financial measure under GAAP), 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, normalized FFO and AFFO.
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DIVIDEND POLICY
Distributions are paid monthly to our common, Class E preferred and Class F preferred stockholders if, and when, declared by our Board of Directors.
In order to maintain our tax status as a REIT for federal income tax purposes, we generally are required to distribute dividends to our stockholders aggregating annually at least 90% of our 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 2012, our cash distributions to preferred and common stockholders totaled $275.8 million, or approximately 131.4% of our estimated taxable income of $209.9 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 more than sufficient to support our current level of cash distributions to our stockholders. Our 2012 cash distributions to common stockholders totaled $236.3 million, representing 86.2% of our adjusted funds from operations available to common stockholders of $274.2 million.
The Class E preferred stockholders receive cumulative distributions at a rate of 6.75% per annum on the $25.00 per share liquidation preference (equivalent to $1.6875 per annum per share). The Class F preferred stockholders receive cumulative distributions at a rate of 6.625% per annum on the $25.00 per share liquidation preference (equivalent to $1.65625 per annum per share). Dividends on our Class E and Class F preferred stock are current.
Future distributions will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, FFO, normalized FFO, AFFO, cash flow from operations, financial condition and capital requirements, the annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, our debt service requirements and any other factors our Board of Directors may deem relevant. In addition, our credit facility contains financial covenants that could limit the amount of distributions paid 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% (15% for 2012 dividends). 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 subsidiary, Crest Net Lease, Inc., or Crest) 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).
Distributions in excess of earnings and profits generally will 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 24.5% of the distributions to our common stockholders, made or deemed to have been made in 2012, were classified as a return of capital for federal income tax purposes. We estimate that in 2013, between 15% and 25% of the distributions may be classified as a return of capital.
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BUSINESS PHILOSOPHY AND STRATEGY
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 from time to time. We may issue common stock when we believe that our share price is at a level that allows for the proceeds of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were financed by our credit facility or debt securities. However, we cannot assure you that we will have access to the capital markets at 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 in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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 $1 billion credit facility and occasionally 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, 2012, our total outstanding borrowings of senior unsecured notes, mortgages payable and credit facility borrowings were $2.88 billion, or approximately 32.5% of our total market capitalization of $8.88 billion.
We define our total market capitalization at December 31, 2012 as the sum of:
· Shares of our common stock outstanding of 133,452,411 multiplied by the last reported sales price of our common stock on the NYSE of $40.21 per share on December 31, 2012, or $5.37 billion;
· Aggregate liquidation value (par value of $25.00 per share) of the Class E preferred stock of $220 million;
· Aggregate liquidation value (par value of $25.00 per share) of the Class F preferred stock of $408.8 million;
· Outstanding borrowings of $158.0 million on our credit facility;
· Outstanding mortgages payable of $175.9 million; and
· Outstanding senior unsecured notes and bonds of $2.55 billion.
At the close of the acquisition of ARCT on January 22, 2013, our total market capitalization increased to over $12 billion.
Investment Philosophy
We believe that owning an actively managed, diversified portfolio of commercial properties under long-term, net leases produces consistent and predictable income. Net leases typically require the tenant to be responsible for monthly rent and property operating expenses including property taxes, insurance and maintenance. In addition, tenants are typically 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. We believe that a portfolio of properties under long-term leases, coupled with the tenant’s responsibility for property expenses, generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income.
Investment Strategy
When identifying new properties for acquisition, we generally focus on providing capital to owners and operators of commercial enterprises by acquiring the real estate they consider important to the successful operation of their business.
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We primarily focus on acquiring properties leased to commercial enterprises based on the following guidelines:
· Tenants with reliable and sustainable cash flow;
· Tenants with revenue and cash flow from multiple sources;
· Large owners and users of real estate;
· Real estate that is critical to the tenant’s ability to generate revenue (i.e. they need the property in which they operate in order to conduct their business);
· Real estate and tenants that are willing to sign a long-term lease (10 or more years); and
· Property transactions where we can achieve an attractive spread over our cost of capital.
Historically, our investment focus has primarily been on commercial enterprises that have a service component because we believe the lease revenue from these types of businesses is more stable. Because of this investment focus, for the quarter ended December 31, 2012, approximately 70.1% of our retail rental revenue was derived from tenants with a service component in their business. We believe these service-oriented businesses would generally be difficult to duplicate over the Internet and that our properties continue to perform well relative to competition from Internet-based businesses.
Credit Strategy
We typically acquire and lease properties to regional and national commercial enterprises and believe that within this market we can achieve an attractive risk-adjusted return. Since 1970, our occupancy rate at the end of each year has never been below 96%.
We believe the principal financial obligations of most commercial enterprises 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 obligations is less than the tenant’s unsecured general obligations. It has been our experience that since tenants must retain their profitable and critical locations in order to survive, in the event of reorganization they are less likely to reject a lease for a profitable and critical location because this would terminate their right to use the property. Thus, as the property owner, we believe we will fare better than unsecured creditors of the same 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 sell locations that are weaker performers.
In order to qualify for inclusion in our portfolio, new property acquisitions must meet stringent investment and credit requirements. The properties must generate attractive current yields and the tenant must meet our credit profile. We have established a four-part analysis that examines each potential investment based on:
· Industry, company, market conditions and credit profile;
· Store profitability for retail locations, if profitability data is available;
· The importance of the real estate location to the operations of the company’s business; and
· Overall real estate characteristics, including property value and comparative rental rates.
Acquisition Strategy
We seek to invest in industries in which several, well-organized, regional and national commercial enterprises are capturing market share through service, quality control, economies of scale, strong consumer brands, advertising, and the selection of prime locations. Our acquisition strategy is to act as a source of capital to regional and national commercial enterprises by acquiring and leasing back their real estate locations. In addition, we frequently acquire large portfolios of properties net leased to multiple tenants in a variety of industries. We undertake thorough research and analysis to identify what we consider to be appropriate industries, tenants and property locations for investment. Our research expertise is instrumental to uncovering net-lease opportunities in markets where our real estate financing program adds value. In selecting potential investments, 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 important locations for regional and national commercial enterprises;
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· Properties that we deem to be profitable for the tenants and/or can generally be characterized as important to the operations of the company’s business;
· Properties that are located within attractive demographic areas, relative to the business of our tenants, with high visibility and easy access to major thoroughfares; 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 rent increases.
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.
Portfolio Management Strategy
The active management of the property portfolio is an essential component of our long-term strategy. We continually monitor our portfolio for any changes that could affect the performance of the industries, tenants and locations in which we have invested. We also regularly analyze our portfolio with a view toward optimizing its returns and enhancing our credit quality.
Our executives regularly review and analyze:
· The performance of the various industries of our tenants; and
· The operation, management, business planning, and financial condition of our tenants.
We have an active portfolio management program that incorporates the sale of assets when we believe the reinvestment of the sale proceeds will:
· Generate higher returns;
· Enhance the credit quality of our real estate portfolio;
· Extend our average remaining lease term; or
· Decrease tenant or industry concentration.
At December 31, 2012, we classified real estate with a carrying amount of $19.2 million as held for sale on our balance sheet. In 2013, we intend to continue implementing more active disposition efforts to further enhance the credit quality of our real estate portfolio. As a result, we anticipate selling investment properties from our portfolio that have not yet been specifically identified, from which we anticipate receiving between $50 million and $125 million in proceeds during the next 12 months. We intend to invest these proceeds into new property acquisitions, if there are attractive opportunities available. However, we cannot guarantee that we will sell properties during the next 12 months at our estimated values or be able to invest the property sale proceeds in new properties.
In October 2012, we filed a shelf registration statement with the SEC, which is effective for a term of three years and will expire in October 2015. This replaces our prior shelf registration statement. 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 the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
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In May 2012, we entered into a new $1 billion unsecured acquisition credit facility, which replaced our $425 million acquisition credit facility that was scheduled to expire in March 2014. The initial term of the new credit facility expires in May 2016 and includes, at our option, a one-year extension. Under this new credit facility, our current investment grade credit ratings provide for financing at LIBOR, plus 1.075% with a facility commitment fee of 0.175%, for all-in drawn pricing of 1.25% over LIBOR. The borrowing rate is not subject to an interest rate floor or ceiling. We also have other interest rate options available to us. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation. At December 31, 2012, we had a borrowing capacity of $842 million available on our credit facility (subject to customary conditions to borrowing) and an outstanding balance of $158 million. The interest rate on borrowings outstanding under our new credit facility, at December 31, 2012, was 1.3% per annum. We must comply with various financial and other covenants in our credit facility. At December 31, 2012, we remain in compliance with these covenants.
We expect to use our credit facility to acquire additional properties and for other corporate purposes. Any additional borrowings will increase our exposure to interest rate risk. We have the right to request an increase in the borrowing capacity of the credit facility, up to $500 million, to a total borrowing capacity of $1.5 billion. Any increase in the borrowing capacity is subject to approval by the lending banks participating in our credit facility.
We generally use our credit facility for the short-term financing of new property acquisitions. Thereafter, when capital is available on acceptable terms, we generally seek to refinance those borrowings with the net proceeds of long-term or permanent financing, which may include the issuance of common stock, preferred stock 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 upon acceptable terms.
Cash Reserves
We acquire and lease properties and distribute to stockholders, in the form of monthly cash dividends, 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, 2012, we had cash and cash equivalents totaling $5.2 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 foreseeable future. We intend, however, to use additional sources of 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 credit ratings. We are currently assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds: Fitch Ratings has assigned a rating of BBB+ with a “stable” outlook, Moody’s Investors Service has assigned a rating of Baa1 with a “negative” outlook, and Standard & Poor’s Ratings Group has assigned a rating of BBB with a “stable” outlook to our senior notes.
Based on our current ratings, the credit facility interest rate is LIBOR plus 1.075% with a facility commitment fee of 0.175%, for all-in drawn pricing of 1.25% basis points over LIBOR. The credit facility provides that the interest rate can range between: (i) LIBOR plus 1.85% if our credit facility is lower than BBB-/Baa3 and (ii) LIBOR plus 1.00% 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) 0.45% for a rating lower than BBB-/Baa3, and (ii) 0.15% 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 on these transactions. In addition, if our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease.
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The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities, preferred stock or common stock.
Mortgage Debt
As of December 31, 2012, we had $165.9 million of mortgages payable, which were assumed in connection with our property acquisitions in 2012 and 2011. Additionally, at December 31, 2012, we had net premiums totaling $9.9 million on these mortgages. During 2012, we paid $11.7 million in principal payments, which includes $10.7 million to pay off one mortgage in March 2012.
We expect to pay off the mortgages payable as soon as prepayment penalties and costs make it economically feasible to do so. We intend to continue our policy of primarily identifying property acquisitions that are free from mortgage indebtedness.
No Unconsolidated Investments
We have no unconsolidated investments, nor do we engage in trading activities involving energy or commodity contracts. Additionally, we have no joint ventures or mandatorily redeemable preferred stock. As such, our financial position and results of operations are not affected by accounting regulations regarding the classification of financial instruments with characteristics of both liabilities and equity.
Competitive Strategy
To successfully pursue our investment philosophy and strategy, we seek to maintain the following competitive advantages:
· Type of Investment Properties: We believe net-leased properties, whether purchased individually or as part of larger portfolio purchases, represent an attractive investment opportunity in today’s real estate environment. The less intensive day-to-day property management required by net-lease agreements, coupled with the active management of a large portfolio of properties, is an effective investment strategy. The tenants of our freestanding properties generally provide goods and services that satisfy basic consumer needs. In order to grow and expand, they generally need capital. Since the acquisition of real estate is typically the single largest capital expenditure of many of these tenants, our method of purchasing the property and then leasing it back, under a net-lease arrangement, allows the commercial enterprise to free up capital.
· Investment in New Industries: We seek to further diversify our portfolio among a variety of industries. We believe diversification will allow us to invest in industries that currently are growing and have characteristics we find attractive. When analyzing new industries, we seek to acquire properties that are critical to the success of a commercial enterprise, through its distribution of the product or service. Other characteristics may include, but are not limited to, industries that are dominated by local store operators where regional and national commercial enterprises can increase market share and dominance by consolidating local operators and streamlining their operations, as well as capitalizing on major demographic shifts in a population base.
· Diversification: Diversification of the portfolio by industry type, tenant, and geographic location is key to our objective of providing predictable investment results for our stockholders, therefore further diversification of our portfolio is a continuing objective. At December 31, 2012, we owned a diversified property portfolio that consisted of 3,013 properties located in 49 states, leased to 150 different commercial enterprises doing business in 44 industry segments. Each of the 44 industry segments, represented in our property portfolio, individually accounted for no more than 14.9% of our rental revenue for the quarter ended December 31, 2012.
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· Management Specialization: We believe that our management’s specialization in acquiring and managing single-tenant properties, operated under net-lease agreements, purchased individually or as part of a larger portfolio, is important to meeting our objectives. We plan to maintain this specialization and will seek to employ and train high-quality professionals in this specialized area of real estate ownership, finance and management.
· Technology: We intend to stay at the forefront of technology in our efforts to carry out our operations efficiently and economically. We maintain sophisticated information systems that allow us to analyze our portfolio’s performance and actively manage our investments. We believe that technology and information-based systems play an important role in our competitiveness as an investment manager and source of capital to a variety of industries and tenants.
Corporate Responsibility
Realty Income is committed to providing an enjoyable, diverse and safe working atmosphere for our employees, to upholding our responsibilities as a public company operating for the benefit of our shareholders and to being mindful of the environment. As The Monthly Dividend Company®, we believe our primary responsibility is to provide a dividend return to our shareholders. How we manage and use the physical, human and financial resources that enable us to acquire and own the real estate, which provides us with the lease revenue to pay monthly dividends, demonstrates our commitment to corporate responsibility.
Social Responsibility and Ethics. We are committed to being socially responsible and conducting our business according to the highest ethical standards. Our employees enjoy compensation that is in line with those of our peers and competitors, including generous healthcare benefits for employees and their families; participation in a 401K plan with a matching contribution by Realty Income; competitive vacation and time-off benefits; paid maternity leave and an infant-at-work program for new parents. Our employees also have access to members of our Board of Directors to report any suspicion of misconduct, by any member of our senior management or executive team. We also have a long-standing commitment to equal employment opportunity and adhere to all Equal Employer Opportunity Policy guidelines.
With respect to our vendors and tenants we apply the principles of full and fair disclosure in all of our business dealings, as outlined in our Corporate Code of Business Ethics. We are also committed to dealing fairly with all of our customers, suppliers and competitors.
Corporate Governance. We believe that nothing is more important than a company’s reputation for integrity and serving as a responsible fiduciary for its shareholders. We are committed to managing the company for the benefit of our shareholders and are focused on maintaining good corporate governance. Practices that illustrate this commitment include:
· Our Board of Directors is comprised of six independent, non-employee directors and one employee director (the Chief Executive Officer and Vice Chairman of the Board)
· Our Board of Directors is elected on an annual basis
· We employ a majority vote standard for 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 based on reaching certain performance metrics that determine the success of our company
· We adhere to all other corporate governance principles outlined in our “Corporate Governance Guidelines” document.
Environmental Practices. Our focus on energy related matters is demonstrated by how we manage our day-to-day activities in our corporate headquarters building. With respect to other properties that we own, which are net-leased to our tenants who are responsible for maintaining the buildings, we encourage energy conservation and environmental sustainability practices wherever possible. In our headquarters building we promote energy conservation and encourage the following practices:
· Powering down office equipment at the end of the day
· Setting fax and copier machines to “energy saver mode”
· Encouraging employees to use “duplex” copy mode to reduce paper usage whenever possible
· Employing an automated “lights out” system that is activated 24/7
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· Programming HVAC to only operate during normal business operating hours
In addition, our headquarters building was constructed according to the State of California energy standards and we have installed solar panels on our roof to fulfill our energy requirements. All of the windows on our building are dual-paned to increase energy efficiency and reduce our carbon footprint.
With respect to recycling and reuse practices, we encourage the use of recycled products and the recycling of materials during our operations. Recycling bins are placed in all areas where materials are regularly disposed of and at the individual desks of our employees. Cell phones, wireless devices and office equipment is recycled or donated whenever possible. We also continue to pursue a paperless environment since this reduces costs and saves trees. As a result, we encourage file-sharing networks and environments to produce and edit documents in order to reduce the dissemination of hard copy documents.
PROPERTY PORTFOLIO INFORMATION
At December 31, 2012, of our 3,013 properties, 2,913 were leased under net-lease agreements. A net lease typically requires the tenant to be responsible for minimum 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.
In order to more accurately reflect our exposure to various industries, the following industry table has been modified from similar tables we have prepared in the past to reflect the changes below:
· Some properties previously included in the “general merchandise” industry were reclassified to the “dollar stores” industry to better reflect the industry in which the tenant operates; and
· The “aviation” industry was renamed “aerospace.”
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Industry Diversification
The following table sets forth certain information regarding Realty Income’s 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
For the Years Ended
Ended December 31, 2012
Dec 31, 2012
Dec 31, 2011
Dec 31, 2010
Dec 31, 2009
Dec 31, 2008
Dec 31, 2007
Retail Industries
Apparel stores
2.4
%
1.7
1.4
1.2
1.1
Automotive collision services
0.9
1.0
Automotive parts
1.5
1.6
2.1
Automotive service
2.9
3.1
3.7
4.7
4.8
5.2
Automotive tire services
4.3
5.6
6.4
6.9
6.7
7.3
Book stores
0.1
0.2
Business services
*
Child care
4.1
4.5
6.5
7.6
8.4
Consumer electronics
0.5
0.6
0.7
0.8
Convenience stores
14.9
16.3
18.5
17.1
16.9
15.8
14.0
Crafts and novelties
0.3
Dollar stores
2.2
--
Drug stores
3.3
3.5
3.8
2.7
Education
Entertainment
1.3
Equipment services
Financial services
General merchandise
Grocery stores
Health and fitness
6.8
5.9
5.1
Home furnishings
2.6
Home improvement
2.0
Motor vehicle dealerships
3.2
Office supplies
Pet supplies and services
Restaurants - casual dining
10.9
13.4
13.7
14.3
Restaurants - quick service
5.7
6.6
7.7
8.3
8.2
Shoe stores
Sporting goods
2.3
2.5
Theaters
8.7
9.4
8.8
8.9
9.2
9.0
Transportation services
Video rental
0.0
Wholesale clubs
4.4
Other
85.6
86.7
88.6
95.4
98.3
98.2
97.8
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Industry Diversification (Continued)
Non-retail Industries
Aerospace
Beverages
3.0
Consumer appliances
Consumer goods
Diversified industrial
0.4
Food processing
Insurance
Machinery
Packaging
Paper
Telecommunications
1.8
14.4
13.3
11.4
4.6
Totals
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 as discontinued operations. Excludes revenue from properties owned by Crest.
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Property Type Diversification
The following table sets forth certain property type information regarding Realty Income’s property portfolio as of December 31, 2012 (dollars in thousands):
Approximate
Rental Revenue for
Percentage of
Number of
Leasable
the Quarter Ended
Rental
Property Type
Square Feet
December 31, 2012(1)
Revenue
Retail
2,941
27,520,200
$ 111,218
84.9
Distribution
23
5,181,200
6,131
Agriculture
15
184,500
5,138
3.9
Manufacturing
10
3,117,100
3,775
Office
9
824,000
3,110
Industrial
850,500
1,570
3,013
37,677,500
$ 130,942
(1) Includes rental revenue for all properties owned by Realty Income at December 31, 2012, including revenue from properties reclassified as discontinued operations of $1,347. Excludes revenue of $24 from properties owned by Crest.
Tenant Diversification
The largest tenants based on percentage of total portfolio rental revenue at December 31, 2012 include the following:
L.A. Fitness
5.1%
NPC International/Pizza Hut
2.3%
AMC Theatres
4.6%
Rite Aid
2.2%
Family Dollar
4.4%
Friendly’s Ice Cream
2.1%
Diageo
Smart & Final
BJ’s Wholesale Clubs
4.3%
Fed-Ex
2.0%
Northern Tier Energy/Super America
3.8%
FreedomRoads/Camping World
Regal Cinemas
3.2%
National Tire & Battery
1.9%
The Pantry
2.7%
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Service Category Diversification for our Retail Properties
The following table sets forth certain information regarding the 2,941 retail properties, included in the 3,013 total properties, owned by Realty Income at December 31, 2012, classified according to the business types and the level of services they provide (dollars in thousands):
Number of Retail Properties
Retail Rental Revenue for the Quarter Ended December 31, 2012(1)
Percentage of Retail Rental Revenue
Tenants Providing Services
22
$ 1,430
230
3,778
3.4
229
5,308
827
1,199
150
16
219
53
8,801
7.9
44
11,451
10.3
1
187
132
635
33,482
30.1
Tenants Selling Goods and Services
Automotive parts (with installation)
27
481
158
5,642
4
717
19,415
17.4
17
2,623
666
305
8,199
7.4
358
7,441
-
1,600
44,471
40.0
Tenants Selling Goods
20
3,197
975
605
883
5,579
5.0
60
4,251
697
57
4,379
43
1,258
1,506
11
933
168
2,944
5,807
706
33,265
29.9
Total Retail Properties
(1) Includes rental revenue for all retail properties owned by Realty Income at December 31, 2012, including revenue from properties reclassified as discontinued operations of $1,347. Excludes revenue of $19,724 from non-retail properties and $24 from properties owned by Crest.
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Lease Expirations
The following table sets forth certain information regarding Realty Income’s property portfolio regarding the timing of the lease term expirations (excluding rights to extend a lease at the option of the tenant) on our 2,913 net leased, single-tenant properties as of December 31, 2012 (dollars in thousands):
Total Portfolio
Initial Expirations(3)
Subsequent Expirations(4)
Year
Number of Leases Expiring(1)
Approx. Leasable Sq. Feet
Rental Revenue for the Quarter Ended Dec. 31, 2012(2)
% of Total Rental Revenue
Number of Leases Expiring
Rental Revenue for the Quarter Ended Dec. 31, 2012
2013
157
1,209,200
$ 3,879
39
$1,319
118
$ 2,560
2014
155
1,019,400
3,717
1,652
103
2,065
2015
161
859,500
3,690
67
1,774
94
1,916
2016
176
1,144,300
3,840
115
2,380
1.9
61
1,460
2017
165
1,940,200
5,633
2,902
121
2,731
2018
144
2,116,600
6,411
90
4,691
54
1,720
2019
143
1,511,800
7,298
6,815
5.3
483
2020
86
1,986,500
5,455
4.2
76
5,109
4.0
346
2021
163
2,353,000
8,426
7,916
6.1
510
2022
127
3,713,600
7,396
119
7,153
5.5
243
2023
257
2,294,400
10,634
250
10,106
528
2024
62
686,900
2,764
2025
253
2,707,700
13,478
10.5
248
13,363
10.4
5
2026
153
2,311,400
8,335
8,253
2027-2043
711
10,152,200
37,694
29.3
702
37,509
29.2
185
2,913
36,006,700
$128,650
2,301
$113,706
88.5
612
$ 14,944
11.5
(1) Excludes 16 multi-tenant properties and 84 vacant unleased properties, one of which is a multi-tenant property. The lease expirations for properties under construction are based on the estimated date of completion of those properties.
(2) Includes rental revenue of $1,347 from properties reclassified as discontinued operations and excludes revenue of $2,292 from 16 multi-tenant properties and from 84 vacant and unleased properties at December 31, 2012. Excludes revenue of $24 from four properties owned by Crest.
(3) Represents leases to the initial tenant of the property that are expiring for the first time.
(4) Represents lease expirations on properties in the portfolio, which have previously been renewed, extended or re-tenanted.
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Geographic Diversification
The following table sets forth certain state-by-state information regarding Realty Income’s property portfolio as of December 31, 2012 (dollars in thousands):
State
Number of Properties
Percent Leased
Approximate Leasable Square Feet
Rental Revenue for the Quarter Ended December 31, 2012(1)
Percentage of Rental Revenue
Alabama
71
96
500,500
$ 1,831
Alaska
100
128,500
307
Arizona
98
710,300
3,496
Arkansas
95
135,000
340
California
142
3,821,700
18,204
13.9
Colorado
497,700
1,985
Connecticut
25
92
456,500
2,037
Delaware
29,500
391
Florida
211
2,229,600
8,364
Georgia
152
1,342,400
5,040
Hawaii
Idaho
12
80,700
329
Illinois
111
99
1,428,900
6,264
Indiana
87
858,400
3,858
Iowa
28
1,878,400
2,331
Kansas
920,600
1,905
Kentucky
26
202,200
733
Louisiana
428,500
1,449
Maine
22,500
139
30
492,500
2,661
Massachusetts
63
572,700
2,279
Michigan
69
421,900
1,579
Minnesota
151
1,019,000
6,807
Mississippi
77
775,300
1,982
Missouri
78
1,057,800
3,861
Montana
30,000
Nebraska
220,400
604
Nevada
333,700
1,054
New Hampshire
234,000
961
New Jersey
267,300
1,941
New Mexico
19
154,700
421
New York
46
918,900
4,614
North Carolina
895,400
3,127
North Dakota
6
36,600
Ohio
97
2,192,200
5,231
Oklahoma
961,500
1,742
Oregon
384,200
1,325
Pennsylvania
105
1,092,500
4,740
3.6
Rhode Island
11,000
37
South Carolina
102
564,500
2,571
South Dakota
89,800
186
Tennessee
136
1,351,500
3,240
Texas
328
4,271,900
12,205
9.3
Utah
159,300
413
Vermont
12,700
133
Virginia
2,429,400
5,351
Washington
293,000
1,147
West Virginia
87,400
134
Wisconsin
653,400
1,375
Wyoming
21,100
Totals/Average
*Less than 0.1%
(1)Includes rental revenue for all properties owned by Realty Income at December 31, 2012, including revenue from properties reclassified as discontinued operations of $1,347. Excludes revenue of $24 from properties owned by Crest.
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FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K, including the documents incorporated by reference herein, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this annual report, the words “estimated”, “anticipated”, “expect”, “believe”, “intend” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of strategy, plans, or intentions of management. Forward-looking statements are subject to risks, uncertainties, and assumptions about Realty Income Corporation, including, among other things:
· Our anticipated growth strategies;
· Our intention to acquire additional properties and the timing of these acquisitions;
· Our intention to sell properties and the timing of these property sales;
· Our intention to re-lease vacant properties;
· Anticipated trends in our business, including trends in the market for long-term net-leases of freestanding, single-tenant properties; and
· Future expenditures for development projects.
Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. In particular, some of the factors that could cause actual results to differ materially are:
· Our continued qualification as a real estate investment trust;
· General business and economic conditions;
· Our recent acquisition of American Realty Capital Trust, Inc.;
· Competition;
· Fluctuating interest rates;
· Access to debt and equity capital markets;
· Continued volatility and uncertainty in the credit markets and broader financial markets;
· Other risks inherent in the real estate business including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters;
· Impairments in the value of our real estate assets;
· Changes in the tax laws of the United States of America;
· The outcome of any legal proceedings to which we are a party or which may occur in the future; and
· Acts of terrorism and war.
Additional factors that may cause risks and uncertainties include those discussed in the sections entitled “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this annual report.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that this annual report was filed with the SEC. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake 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 of this annual report or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, the forward-looking events discussed in this annual report might not occur.
Item 1A: Risk Factors
This “Risk Factors” section contains references to our “capital stock” and to our “stockholders.” Unless expressly stated otherwise, the references to our “capital stock” represent our common stock and any class or series of our preferred stock, while the references to our “stockholders” represent holders of our common stock and any class or series of our preferred stock.
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In order to grow we need to continue to acquire investment properties. The acquisition of investment properties may be subject to competitive pressures.
We face competition in the acquisition, operation and sale of property. We expect competition from:
· Businesses;
· Individuals;
· Fiduciary accounts and plans; and
· Other entities engaged in real estate investment and financing.
Some of these competitors are larger than we are and have greater financial resources. This competition may result in a higher cost for properties we wish to purchase.
Negative market conditions or adverse events affecting our existing or potential tenants, or the industries in which they operate, could have an adverse impact on our ability to attract new tenants, re-lease space, collect rent or renew leases, which could adversely affect our cash flow from operations and inhibit growth.
Cash flow from operations depends in part on the ability to lease space to tenants on economically favorable terms. We could be adversely affected by various facts and events over which we have limited or no control, such as:
· Lack of demand in areas where our properties are located;
· Inability to retain existing tenants and attract new tenants;
· Oversupply of space and changes in market rental rates;
· Declines in our tenants’ creditworthiness and ability to pay rent, which may be affected by their operations, the current economic situation and competition within their industries from other operators;
· Defaults by and bankruptcies of tenants, failure of tenants to pay rent on a timely basis, or failure of tenants to comply with their contractual obligations;
· Economic or physical decline of the areas where the properties are located; and
· Deterioration of physical condition of our properties.
At any time, any tenant may experience a downturn in its business that may weaken its operating results or overall financial condition. As a result, a tenant may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent or declare bankruptcy. Any tenant bankruptcy or insolvency, leasing delay or failure to make rental payments when due could result in the termination of the tenant’s lease and material losses to us.
If tenants do not renew their leases as they expire, we may not be able to rent or sell the properties. Furthermore, leases that are renewed, and some new leases for properties that are re-leased, may have terms that are less economically favorable than expiring lease terms, or may require us to incur significant costs, such as renovations, tenant improvements or lease transaction costs. Negative market conditions may cause us to sell vacant properties for less than their carrying value, which could result in impairments. Any of these events could adversely affect cash flow from operations and our ability to make distributions to shareholders and service indebtedness. A significant portion of the costs of owning property, such as real estate taxes, insurance and maintenance, are not necessarily reduced when circumstances cause a decrease in rental revenue from the properties. In a weakened financial condition, tenants may not be able to pay these costs of ownership and we may be unable to recover these operating expenses from them.
Further, the occurrence of a tenant bankruptcy or insolvency could diminish the income we receive from the tenant’s lease or leases. In addition, a bankruptcy court might authorize the tenant to terminate its leases with us. If that happens, our claim against the bankrupt tenant for unpaid future rent would be subject to statutory limitations that most likely would result in rent payments that would be substantially less than the remaining rent we are owed under the leases or we may elect not to pursue claims against the tenant for terminated leases. In addition, any claim we have for unpaid past rent, if any, may not be paid in full, or at all. Moreover, in the case of a tenant’s leases that are not terminated as a result of its bankruptcy, we may be required or elect to reduce the rent payable under those leases or provide other concessions, reducing amounts we receive under those leases. As a result, tenant bankruptcies may have a material adverse effect on our results of operations. Any of these events could adversely affect cash from operations and our ability to make distributions to stockholders and service indebtedness.
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Eighty-four of our properties were available for lease or sale at December 31, 2012, all but one of which were single-tenant properties. At December 31, 2012, 32 of our properties under lease were unoccupied and available for sublease by the tenants, all of which were current with their rent and other obligations. During 2012, each of our tenants accounted for less than 10% of our rental revenue.
For the fourth quarter of 2012, our tenants in the “convenience stores” industry accounted for 14.9% of our rental revenue. A downturn in this industry, whether nationwide or limited to specific sectors of the United States, could adversely affect tenants in this industry, which in turn could have a material adverse affect on our financial position, results of operations and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions on our common stock and preferred stock.
We believe that the ongoing economic recession has also had an adverse effect on many casual dining restaurants. The impact of bankruptcy filings by any tenants in the casual dining industry could adversely affect us. Individually, each of the other industries in our property portfolio accounted for less than 10% of our rental revenue for the fourth quarter of 2012. Nevertheless, downturns in these other industries could also adversely affect our tenants, which in turn could also have a material adverse effect on our financial position, results of operations and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions on our common and preferred stock. In addition, we may in the future make additional investments in the “convenience stores” industry, which would increase this industry’s percentage of our rental revenues, thereby increasing the effect that such a downturn in this industry would have on us.
In addition, a substantial number of our properties are leased to middle-market retail and other commercial enterprises that generally have more limited financial and other resources than certain upper-market retail and other commercial enterprises, and therefore, they are more likely to be adversely affected by a downturn in their respective businesses or in the regional, national or international economy.
Furthermore, we have made and may continue to make selected acquisitions of properties that fall outside our historical focus on freestanding, single-tenant, net-lease retail locations in the United States. We may be exposed to a variety of new risks by expanding into new property types and/or new jurisdictions outside the United States and properties leased to tenants engaged in non-retail businesses. These risks may include a limited knowledge and understanding of the industry in which the tenant operates, limited experience in managing certain types of new properties, new types of real estate locations and lease structures, and the laws and culture of any non-U.S. jurisdiction.
The acquisition of American Realty Capital Trust, Inc. presents certain risks to our business and operations.
On January 22, 2013, we completed our acquisition of American Realty Capital Trust, Inc., or ARCT, in a transaction valued at approximately $3.1 billion. Pursuant to the terms and subject to the conditions set forth in the agreement, at the effective time of the acquisition, each outstanding share of ARCT common stock was converted into $0.35 of cash and 0.2874 shares of our common stock. In connection with the acquisition, we paid $552.9 million at closing to repay amounts then outstanding and terminated the commitments under ARCT’s revolving credit facility. In conjunction with our acquisition of ARCT in January 2013, we assumed approximately $516.3 million of mortgages payable. With this acquisition, we added 515 properties to our portfolio.
The acquisition presents certain risks to our business and operations, including, among other things, the following:
· We may encounter difficulties and incur substantial expenses in integrating ARCT’s properties and systems into our operations and systems and, in any event, the integration may require a substantial amount of time on the part of both our management and employees and therefore divert their attention from other aspects of our business;
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· ARCT’s real estate portfolio includes a number of industries which are new to us, including U.S. General Services Administration assets, as well as tenants in the aerospace, financial services, freight, health care, home maintenance, manufacturing, pharmacy, retail banking, technology and telecommunications businesses;
· We may not be able to realize the anticipated benefits of our acquisition of ARCT, or those benefits may be less than we and securities and industry analysts had anticipated, which may adversely affect the market price of our common stock, preferred stock and debt securities;
· Our level of indebtedness has increased in conjunction with the acquisition of ARCT;
· Our future results will suffer if we do not effectively manage our expanded portfolio;
· The market price of our common stock, preferred stock and debt securities may decline, particularly if we do not achieve the perceived benefits of the ARCT acquisition as rapidly or to the extent anticipated by securities or industry analysts or if the effect of the acquisition on our results of operations and financial condition is not consistent with the expectations of these analysts;
· We cannot assure you that we will be able to continue paying dividends on our common stock or preferred stock at the current rates;
· If ARCT failed to qualify as a REIT for U.S. federal income tax purposes, Realty Income may inherit significant tax liabilities, and Realty Income could lose its REIT status should disqualifying activities continue after the acquisition;
· We may incur unanticipated capital expenditures in order to maintain or improve the properties and businesses of ARCT;
· We may encounter difficulties in managing a substantially larger and more complex business with properties in new geographic areas;
· Many of ARCT’s tenants operated in industries where we do not have any prior experience, which may make it difficult for us to evaluate their business and operations, and the ARCT acquisition increased our tenant concentration in certain industries;
· We may need to implement or improve internal controls, procedures, policies and systems with respect to ARCT’s properties and businesses, which may require substantial time and expenditure;
· We may continue to incur substantial expenses related to the acquisition, including legal, accounting, and financial advisory expenses;
· We may be required to recognize write-offs, impairment charges or amortization charges resulting from the ARCT acquisition; and
· We may encounter unanticipated or unknown liabilities relating to the acquired businesses and properties.
In addition, eight lawsuits were filed in conjunction with the acquisition of ARCT. All of the below actions name as defendants ARCT, members of the ARCT board of directors, Realty Income, and Tau Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Realty Income, or Merger Sub. In each case, the plaintiffs allege that the ARCT directors breached their fiduciary duties to ARCT and/or its stockholders in negotiating and approving the agreement, that the acquisition consideration negotiated in the agreement improperly values ARCT, that the ARCT stockholders will not receive fair value for their ARCT common stock in the acquisition, and that the terms of the agreement impose improper deal-protection devices that purportedly preclude competing offers. The complaints further allege that Realty Income, Merger Sub, and, in some cases, ARCT aided and abetted those alleged breaches of fiduciary duty. The various amended complaints add allegations that disclosures regarding the merger in the joint proxy statement/prospectus filed on October 1, 2012, or the definitive proxy statement/prospectus filed on December 6, 2012, are inadequate. Plaintiffs seek
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injunctive relief, including enjoining or rescinding the acquisition, and an award of other unspecified attorneys’ and other fees and costs, in addition to other relief. Realty Income believes that these actions have no merit and intends to respond to them in due course:
Maryland Actions. Since the announcement of the proposed acquisition of ARCT on September 6, 2012, six alleged class actions and/or shareholder derivative actions were filed on behalf of alleged ARCT stockholders and/or ARCT itself in the Circuit Court for Baltimore City, Maryland, under the following captions: Quaal v. American Realty Capital Trust Inc., et al., No. 24-C-12-005306, filed September 7, 2012; Hill v. American Realty Capital Trust, Inc., et al., No. 24-C-12-005502, filed September 19, 2012; Goldwurm v. American Realty Capital Trust, Inc., et al., No. 24-C-12-005524, filed September 20, 2012; Gordon v. Schorsch, et al., No. 24-C-12-005571, filed September 21, 2012; Gregor v. Kahane, et al., No. 24-C-12-005563, filed September 21, 2012; and Rooker v. American Realty Capital Trust, Inc., et al., No. 24-C-12-005924, filed October 5, 2012. On October 23, 2012, defendants moved to dismiss the actions and, on November 8, 2012, moved to stay discovery pending disposition of the motions to dismiss. On November 13, 2012, all plaintiffs except Sydelle Goldwurm filed motions to compel discovery and to expedite discovery. On November 16, 2012, the court consolidated the actions into a single action captioned In re American Capital Realty Trust, Inc. Shareholder Litigation, No. 24-C-12-005306 (the “Maryland State Action”). On November 21, 2012, the court appointed plaintiff Randell Quaal as lead plaintiff and Brower Piven, P.C. as lead counsel for plaintiffs. On December 3, 2012, plaintiff Goldwurm voluntarily dismissed her action in Maryland state court without prejudice. On December 11, 2012, plaintiffs moved for a preliminary injunction and to compel expedited discovery. On December 13, 2012, the court granted defendants’ motion to stay discovery and denied plaintiffs’ motion to expedite discovery. On December 14, 2012, plaintiffs filed a consolidated amended complaint, and defendants filed amended motions to dismiss the amended complaint on December 21, 2012.
On January 6, 2013, the parties in the Maryland State Action entered into a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of ARCT stockholders. In connection with the settlement contemplated by the memorandum of understanding, the Maryland State Action and all claims asserted in the litigation will be dismissed, subject to court approval. The proposed settlement terms required ARCT to make certain additional disclosures related to the merger, as set forth in a Current Report on Form 8-K filed by ARCT on January 8, 2013. The parties also agreed that plaintiffs may seek attorneys’ fees and costs in an as-yet undetermined amount, with ARCT to pay such fees and costs if and to the extent they are approved by the Maryland state court. The memorandum of understanding further contemplates that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including confirmatory discovery and court approval following notice to ARCT’s stockholders. If the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness, and adequacy of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement, that the court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the memorandum of understanding.
After the Maryland state court denied plaintiff Goldwurm’s motion for appointment of lead plaintiff and lead counsel in the Maryland State Action, plaintiff Goldwurm filed a class action and shareholder derivative action on November 29, 2012, in the United States District Court for the District of Maryland, captioned Goldwurm v. American Realty Capital Trust, Inc., et al., No. 1:12-cv-03516-JKB (the “Maryland Federal Action”). On December 12, 2012, plaintiff Goldwurm moved for expedited discovery. Defendants moved to stay the federal case on December 13, 2012, and moved to dismiss it on December 19, 2012. On January 11, 2013, plaintiff Goldwurm moved for a temporary restraining order seeking to enjoin the shareholder vote on the proposed merger set to take place on January 16, 2013.
On January 14, 2013, the parties in the Maryland Federal Action entered into an agreement to settle all claims. In connection with the settlement, on January 25, 2013, the parties agreed to voluntarily dismiss the case with prejudice. On January 28, 2013, the Maryland federal court dismissed the action.
New York Actions. Two alleged class actions were filed on behalf of alleged ARCT stockholders in the Supreme Court of the State of New York for New York, New York, under the following captions: The Carol L. Possehl Living Trust v. American Realty Capital Trust, Inc., et al., No. 653300-2012, filed September 20, 2012; and Salenger v. American Realty Capital Trust, Inc. et al., No. 353355-2012, filed September 25, 2012. On October 19, 2012, the court consolidated the actions into a single action captioned In re American Realty Capital Trust Shareholders Litigation, No. 653300-2012 (the “New York Action”) and appointed Robbins Geller Rudman
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& Dowd LLP as lead counsel for plaintiffs. On October 19, 2012, defendants moved for a stay of proceedings. Plaintiffs filed an amended complaint on October 23, 2012. On November 9, 2012, the Court granted defendants’ motion to stay the New York Action pending the Maryland state actions.
As a property owner, we may be subject to unknown environmental liabilities.
Investments in real property can create a potential for environmental liability. An owner of property can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property. We can face such liability regardless of:
· Our knowledge of the contamination;
· The timing of the contamination;
· The cause of the contamination; or
· The party responsible for the contamination of the property.
There may be environmental problems associated with our properties of which we are unaware. In that regard, a number of our properties are leased to operators of convenience stores that sell petroleum-based fuels, as well as to operators of oil change and tune-up facilities and operators that use chemicals and other waste products. These facilities, and some other of our properties, use, or may have used in the past, underground lifts or underground tanks for the storage of petroleum-based or waste products, which could create a potential for the release of hazardous substances.
The presence of hazardous substances on a property may adversely affect our ability to lease or sell that property and we may incur substantial remediation costs. Although our leases generally require our tenants to operate in compliance with all applicable federal, state and local environmental laws, ordinances and regulations, and to indemnify us against any environmental liabilities arising from the tenants’ activities on the property, we could nevertheless be subject to strict liability by virtue of our ownership interest. There also can be no assurance that our tenants could or would satisfy their indemnification obligations under their leases. The discovery of environmental liabilities attached to our properties could have an adverse effect on our results of operations, our financial condition or our ability to make distributions to stockholders and to pay the principal of and interest on our debt securities and other indebtedness.
In addition, several of our properties were built during the period when asbestos was commonly used in building construction and other buildings with asbestos may be acquired by us in the future. Environmental laws govern the presence, maintenance and removal of asbestos-containing materials, or ACMs, and require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, that they adequately inform or train those who may come into contact with asbestos and that they undertake special precautions, including removal or other abatement in the event that asbestos is disturbed during renovation or demolition of a building. These laws may impose fines and penalties on building owners or operators for failure to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.
It is also possible that some of our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediation of the problem. When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing, as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, should our tenants or their employees or customers be exposed to mold at any of our properties we could be required to undertake a costly remediation program to contain or remove the mold from the affected property, which would reduce our cash available for distribution. In addition, exposure to mold by our tenants or others could expose us to liability if property damage or health concerns arise.
Compliance. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous substances, toxic substances, or petroleum products in connection with any of our properties. In addition, we believe we are in compliance in all material respects with all present federal, state and local laws relating to ACMs. Nevertheless, if environmental contamination should exist, we could be subject to strict liability by virtue of our ownership interest.
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Insurance and Indemnity. In July 2012, we entered into a ten-year environmental insurance policy which expires in July 2022 and replaced our previous seven-year environmental insurance policy. The limits on our current policy are $10 million per occurrence and $60 million in the aggregate. The limits on the excess policy are $5 million per occurrence and $10 million in the aggregate. Therefore, the primary and excess ten-year policies together provide a total limit of $15 million per occurrence and $70 million in the aggregate.
It is possible that our insurance could be insufficient to address any particular environmental situation and that, in the future, we could be unable to obtain insurance for environmental matters at a reasonable cost, or at all. Our tenants are generally responsible for, and indemnify us against, liabilities for environmental matters that occur on our properties. For properties that have underground storage tanks, in addition to providing an indemnity in our favor, the tenants generally obtain environmental insurance or rely upon the state funds in the states where these properties are located to reimburse tenants for environmental remediation.
If we fail to qualify as a real estate investment trust, the amount of dividends we are able to pay would decrease, which could adversely affect the market price of our capital stock and could adversely affect the value of our debt securities.
Commencing with our taxable year ended December 31, 1994, we believe that we have been organized and have operated, and we intend to continue to operate, so as to qualify as a REIT under Sections 856 through 860 of the Code. However, we cannot assure you that we have been organized or have operated in a manner that has satisfied the requirements for qualification as a REIT, or that we will continue to be organized or operate in a manner that will allow us to continue to qualify as a REIT.
Qualification as a REIT involves the satisfaction of numerous requirements under highly technical and complex Code provisions, for which there are only limited judicial and administrative interpretations, as well as the determination of various factual matters and circumstances not entirely within our control.
For example, in order to qualify as a REIT, at least 95% of our gross income in each year must be derived from qualifying sources, and we must pay distributions to stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains).
In the future, it is possible that legislation, new regulations, administrative interpretations or court decisions will change the tax laws with respect to qualification as a REIT, or the federal income tax consequences of such qualification.
If we fail to satisfy all of the requirements for qualification as a REIT, we may be subject to certain penalty taxes or, in some circumstances, we may fail to qualify as a REIT. If we were to fail to qualify as a REIT in any taxable year:
· We would be required to pay federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates;
· We would not be allowed a deduction in computing our taxable income for amounts distributed to our stockholders;
· We could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost;
· We would no longer be required to make distributions to stockholders; and
· This treatment would substantially reduce amounts available for investment or distribution to stockholders because of the additional tax liability for the years involved, which could have a material adverse effect on the market price of our capital stock and the value of our debt securities.
Even if we qualify for and maintain our REIT status, we may be subject to certain federal, state and local taxes on our income and property. For example, if we have net income from a prohibited transaction, that income will be subject to a 100% tax. In addition, our taxable REIT subsidiaries, including Crest, are subject to federal and state taxes at the applicable tax rates on their income and property.
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Distributions requirements imposed by law limit our flexibility.
To maintain our status as a REIT for federal income tax purposes, we generally are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gains, each year. We also are subject to tax at regular corporate rates to the extent that we distribute less than 100% of our taxable income (including net capital gains) each year.
In addition, we are subject to a 4% nondeductible excise tax to the extent that we fail to distribute during any calendar year at least the sum of 85% of our ordinary income for that calendar year, 95% of our capital gain net income for the calendar year, and any amount of that income that was not distributed in prior years.
We intend to continue to make distributions to our stockholders to comply with the distribution requirements of the Code as well as to reduce our exposure to federal income taxes and the nondeductible excise tax. Differences in timing between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of required debt amortization payments, could require us to borrow funds on a short-term basis to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT.
Future issuances of equity securities could dilute the interest of holders of our common stock.
Our future growth will depend, in large part, upon our ability to raise additional capital. If we were to raise additional capital through the issuance of equity securities, we could dilute the interests of holders of our common stock. The interests of our common stockholders could also be diluted by the issuance of shares of common stock upon the exercise of outstanding options or pursuant to stock incentive plans. Likewise, our Board of Directors is authorized to cause us to issue preferred stock of any class or series (with dividend, voting and other rights as determined by the Board of Directors). Accordingly, the Board of Directors may authorize the issuance of preferred stock with voting, dividend and other similar rights that could dilute, or otherwise adversely affect, the interest of holders of our common stock.
We are subject to risks associated with debt and capital stock financing.
We intend to incur additional indebtedness in the future, including borrowings under our $1 billion acquisition credit facility. At December 31, 2012, we had $158 million of outstanding borrowings under our acquisition credit facility, a total of $2.55 billion of outstanding unsecured senior debt securities and $175.9 million of outstanding mortgage debt. To the extent that new indebtedness is added to our current debt levels, the related risks that we now face would increase. As a result, we are and will be subject to risks associated with debt financing, including the risk that our cash flow could be insufficient to meet required payments on our debt. We also face variable interest rate risk as the interest rate on our acquisition credit facility is variable and could therefore increase over time. We also face the risk that we may be unable to refinance or repay our debt as it comes due. Given past disruptions in the financial markets and the ongoing global financial crisis (which includes concerns that certain European countries may be unable to repay their national debt), we also face the risk that one or more of the participants in our acquisition credit facility may not be able to lend us money.
In addition, our acquisition credit facility contains provisions that could limit or, in certain cases, prohibit the payment of distributions on our common stock and preferred stock. In particular, our acquisition credit facility provides that, if an event of default (as defined in the credit facility) exists, neither we nor any of our subsidiaries may make any distributions on (except distributions payable in shares of a given class of our stock to the shareholders of that class), or repurchase or redeem, among other things, any shares of our common stock or preferred stock, during any period of four consecutive fiscal quarters in an aggregate amount in excess of the greater of:
· The sum of (a) 95% of our adjusted funds from operations (as defined by the credit facility agreement) for that period plus (b) the aggregate amount of cash distributions on our preferred stock for that period, and
· The minimum amount of cash distributions required to be made to our shareholders in order to maintain our status as a REIT for federal income tax purposes,
except that we may repurchase or redeem preferred stock with the net proceeds from the issuance of our common stock or preferred stock. The acquisition credit facility further provides that, in the event of a failure to pay principal, interest or any other amount payable thereunder when due or upon the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to us or with respect to any of our subsidiaries
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that have guaranteed amounts payable under the credit facility or that meet a significance test set forth in the credit facility, we and our subsidiaries may not pay any distributions on (except distributions payable in shares of a given class of our stock to the shareholders of that class), or repurchase or redeem, among other things, any shares of our common stock or preferred stock. If any such event of default under our acquisition credit facility were to occur, it would likely have a material adverse effect on the market price of our outstanding common and preferred stock and on the market value of our debt securities, could limit the amount of distributions payable on our common stock and preferred stock or prevent us from paying those distributions altogether, and may adversely affect our ability to qualify, or prevent us from qualifying, as a REIT.
Our indebtedness could also have other important consequences to holders of our common and preferred stock, including:
· Increasing our vulnerability to general adverse economic and industry conditions;
· Limiting our ability to obtain additional financing to fund future working capital, acquisitions, capital expenditures and other general corporate requirements;
· Requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements;
· Limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and
· Putting us at a disadvantage compared to our competitors with less indebtedness.
If we default under a mortgage loan, we will automatically be in default of any other loan that has cross-default provisions, and we may lose the properties securing these loans.
Our business operations may not generate the cash needed to make distributions on our capital stock or to service our indebtedness.
Our ability to make distributions on our common stock and preferred stock and payments on our indebtedness, and to fund planned acquisitions and capital expenditures will depend on our ability to generate cash in the future. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock and preferred stock, to pay our indebtedness, or to fund our other liquidity needs.
The market value of our capital stock and debt securities could be substantially affected by various factors.
The market value of our capital stock and debt securities will depend on many factors, which may change from time to time, including:
· Prevailing interest rates, increases in which may have an adverse effect on the market value of our capital stock and debt securities;
· The market for similar securities issued by other REITs;
· General economic and financial market conditions;
· The financial condition, performance and prospects of us, our tenants and our competitors;
· Changes in financial estimates or recommendations by securities analysts with respect to us, our competitors or our industry;
· Changes in our credit ratings; and
· Actual or anticipated variations in quarterly operating results of us and our competitors.
In addition, over the last several years, prices of common stock and debt securities in the U.S. trading markets have been experiencing extreme price fluctuations, and the market values of our common stock and debt securities have also fluctuated significantly during this period. As a result of these and other factors, investors who purchase our capital stock and debt securities may experience a decrease, which could be substantial and rapid, in the market value of our capital stock and debt securities, including decreases unrelated to our operating performance or prospects.
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Real estate ownership is subject to particular economic conditions that may have a negative impact on our revenue.
We are subject to all of the inherent risks associated with the ownership of real estate. In particular, we face the risk that rental revenue from our properties may be insufficient to cover all corporate operating expenses, debt service payments on indebtedness we incur and distributions on our capital stock. Additional real estate ownership risks include:
·
Adverse changes in general or local economic conditions;
Changes in supply of, or demand for, similar or competing properties;
Changes in interest rates and operating expenses;
Competition for tenants;
Changes in market rental rates;
Inability to lease properties upon termination of existing leases;
Renewal of leases at lower rental rates;
Inability to collect rents from tenants due to financial hardship, including bankruptcy;
Changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate;
Uninsured property liability;
Property damage or casualty losses;
Unexpected expenditures for capital improvements or to bring properties into compliance with applicable federal, state and local laws;
The need to periodically renovate and repair our properties;
Physical or weather-related damage to properties;
The potential risk of functional obsolescence of properties over time;
Acts of terrorism and war; and
Acts of God and other factors beyond the control of our management.
An uninsured loss or a loss that exceeds the policy limits on our properties could subject us to lost capital or revenue on those properties.
Under the terms and conditions of the leases currently in force on our properties, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons, air, water, land or property, due to activities conducted on the properties, except for claims arising from the negligence or intentional misconduct of us or our agents. Additionally, tenants are generally required, at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. The insurance policies our tenants are required to maintain for property damage are generally in amounts not less than the full replacement cost of the improvements less slab, foundations, supports and other customarily excluded improvements. Our tenants are generally required to maintain general liability coverage varying between $1,000,000 and $10,000,000 depending on the tenant and the industry in which the tenant operates.
In addition to the indemnities and required insurance policies identified above, many of our properties are also covered by flood and earthquake insurance policies (subject to substantial deductibles) obtained and paid for by the tenants as part of their risk management programs. Additionally, we have obtained blanket liability, flood and earthquake (subject to substantial deductibles) and property damage insurance policies to protect us and our properties against loss should the indemnities and insurance policies provided by the tenants fail to restore the properties to their condition prior to a loss. However, should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our results of operations or financial condition and on our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders. Given the recent disruptions in the insurance industry, we also face the risk that our insurance carriers may not be able to provide payment under any potential claims that might arise under the terms of our insurance policies, and we may not have the ability to purchase insurance policies we desire.
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Compliance with the Americans with Disabilities Act of 1990 and fire, safety, and other regulations may require us to make unintended expenditures that could adversely impact our results of operations.
Our properties are generally required to comply with the Americans with Disabilities Act of 1990, or the ADA. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants. The retailers to whom we lease properties are obligated by law to comply with the ADA provisions, and we believe that these retailers may be obligated to cover costs associated with compliance. If required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these retailers to cover costs could be adversely affected and we could be required to expend our own funds to comply with the provisions of the ADA, which could materially adversely affect our results of operations or financial condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders. In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements and these expenditures could have a material adverse effect on our results of operations or financial condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders.
Property taxes may increase without notice.
The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities.
We depend on key personnel.
We depend on the efforts of our executive officers and key employees. The loss of the services of our executive officers and key employees could have a material adverse effect on our results of operations or financial condition and on our ability to pay the principal and interest on our debt securities and other indebtedness and to make distributions to our stockholders. It is possible that we will not be able to recruit additional personnel with equivalent experience in the net-lease industry.
Terrorist attacks and other acts of violence or war may affect the value of our debt and equity securities, the markets in which we operate and our results of operations.
Terrorist attacks may negatively affect our operations, the market price of our capital stock and the value of our debt securities. There can be no assurance that there will not be further terrorist attacks against the United States or U.S. businesses. These attacks, or armed conflicts, may directly impact our physical facilities or the businesses of our tenants.
If events like these were to occur, they could cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and economy. They also could result in or prolong an economic recession in the U.S. or abroad. Any of these occurrences could have a significant adverse impact on our operating results and revenues and on the market price of our capital stock and on the value of our debt securities. It could also have an adverse effect on our ability to pay principal and interest on our debt securities or other indebtedness and to make distributions to our stockholders.
Disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on us and the market price of our common stock.
Over the last several years, the United States stock and credit markets have experienced significant price volatility, dislocations and liquidity disruptions, which have caused market prices of many stocks and debt securities to fluctuate substantially and the spreads on prospective debt financings to widen considerably. In addition, the ongoing global financial crisis (which includes concerns that certain European countries may be unable to pay their national debt) has had a similar effect. These circumstances have materially impacted liquidity in the financial markets, making terms for certain financings less attractive, and in certain cases have resulted in the unavailability of certain types of financing. Unrest in certain Middle Eastern countries and resultant fluctuation in petroleum prices have added to the uncertainty in the capital markets. Continued uncertainty in the stock and credit markets may negatively impact our ability to access additional financing at
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reasonable terms, which may negatively affect our ability to make acquisitions. A prolonged downturn in the stock or credit markets may cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our business plan accordingly. In addition, these factors may make it more difficult for us to sell properties or may adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of financing or difficulties in obtaining financing. These events in the stock and credit markets may make it more difficult or costly for us to raise capital through the issuance of our common stock or preferred stock or debt securities. These disruptions in the financial markets also may have a material adverse effect on the market value of our common stock, preferred stock and debt securities, the income we receive from our properties and the lease rates we can charge for our properties, as well as other unknown adverse effects on us or the economy in general.
Inflation may adversely affect our financial condition and results of operations.
Although inflation has not materially impacted our results of operations in the recent past, increased inflation could have a more pronounced negative impact on any variable rate debt we incur in the future and on our results of operations. During times when inflation is greater than increases in rent, as provided for in our leases, rent increases may not keep up with the rate of inflation. Likewise, even though net leases reduce our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our tenants if increases in their operating expenses exceed increases in revenue, which may adversely affect the tenants’ ability to pay rent.
Current volatility in market and economic conditions may impact the accuracy of the various estimates used in the preparation of our financial statements and footnotes to the financial statements.
Various estimates are used in the preparation of our financial statements, including estimates related to asset and liability valuations (or potential impairments), and various receivables. Often these estimates require the use of market data values which are currently difficult to assess, as well as estimates of future performance or receivables collectability which can also be difficult to accurately predict. Although management believes it has been prudent and used reasonable judgment in making these estimates, it is possible that actual results may differ from these estimates.
Changes in accounting standards may adversely impact our financial condition and results of operations.
The SEC is currently considering whether issuers in the U.S. should be required to prepare financial statements in accordance with International Financial Reporting Standards, or IFRS, instead of U.S. generally accepted accounting principles, or GAAP. IFRS is a comprehensive set of accounting standards promulgated by the International Accounting Standards Board, or IASB, which are rapidly gaining worldwide acceptance. If the SEC decides to require IFRS, it expects that U.S. issuers would first report under the new standards beginning in approximately 2015 or later, although the timeframe has not been finalized. Additionally, the Financial Accounting Standards Board, or FASB, is considering various changes to GAAP, some of which may be significant, as part of a joint effort with the IASB to converge accounting standards. Although the FASB and IASB currently have a project on their agenda to examine the accounting for leases, the project may not result in the issuance of a final standard or a standard that would be comparable to current GAAP. If IFRS is adopted, the potential issues associated with lease accounting, along with other potential changes associated with the adoption or convergence with IFRS, may adversely impact our financial condition and results of operations.
Item 1B: Unresolved Staff comments
There are no unresolved staff comments.
Item 2: Properties
Information pertaining to our properties can be found under Item 1.
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Item 3: Legal Proceedings
We are subject to certain claims and lawsuits in the ordinary course of business, the outcome of which cannot be determined at this time. In the opinion of management, any liability we might incur upon the resolution of these claims and lawsuits will not, in the aggregate, have a material adverse effect on our consolidated financial position or results of operations.
The information contained in note 4.C., “Litigation”, of our notes to consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K is incorporated by reference into this Item 3. Except as set forth therein, there have been no material legal proceedings for the year ended December 31, 2012.
Item 4: Mine Safety Disclosures
None.
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
A. Our common stock is traded on the NYSE under the ticker symbol “O.” The following table shows the high and low sales prices per share for our common stock as reported by the NYSE, and distributions declared per share of common stock for the periods indicated.
Price Per Share
of Common Stock
Distributions
High
Low
Declared(1)
2012
First quarter
$ 39.03
$ 34.31
$ 0.4368125
Second quarter
41.89
36.88
0.4377500
Third quarter
44.17
40.35
0.4486875
Fourth quarter
41.70
37.35
0.4546250
Total
$ 1.777875
2011
$ 36.12
$ 33.40
$ 0.4330625
36.35
32.19
0.4340000
35.03
27.95
0.4349375
35.76
29.79
0.4358750
$ 1.7378750
(1) Common stock cash distributions currently are declared monthly by us based on financial results for the prior months. At December 31, 2012, a distribution of $0.15175 per common share had been declared and was paid in January 2013.
There were 8,128 registered holders of record of our common stock as of December 31, 2012. We estimate that our total number of shareholders is over 115,000 when we include both registered and beneficial holders of our common stock.
During the fourth quarter of 2012, no shares of stock were withheld for state and federal payroll taxes on the vesting of stock awards, as permitted under the 2012 Incentive Award Plan of Realty Income Corporation.
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Item 6: Selected Financial Data
(not covered by Report of Independent Registered Public Accounting Firm)
(dollars in thousands, except for per share data)
As of or for the years ended December 31,
2010
2009
2008
Total assets (book value)
$ 5,443,363
$ 4,419,389
$ 3,535,590
$ 2,914,787
$ 2,994,179
Cash and cash equivalents
5,248
4,165
17,607
10,026
46,815
Total debt
2,883,868
2,055,181
1,600,000
1,354,600
1,370,000
Total liabilities
3,030,569
2,164,535
1,688,625
1,426,778
1,439,518
Total stockholders’ equity
2,412,794
2,254,854
1,846,965
1,488,009
1,554,661
Net cash provided by operating activities
326,469
298,952
243,368
226,707
246,155
Net change in cash and cash equivalents
1,083
(13,442
)
7,581
(36,789
(146,286
Total revenue
475,510
410,252
333,437
311,965
310,813
Income from continuing operations
145,971
144,625
115,201
112,596
100,979
Income from discontinued operations
13,181
12,407
15,583
18,531
30,862
Net income
159,152
157,032
130,784
131,127
131,841
Preferred stock dividends
(40,918
(24,253
Excess of redemption value over carrying value of preferred shares redeemed
(3,696
Net income available to common stockholders
114,538
132,779
106,531
106,874
107,588
Cash distributions paid to common stockholders
236,348
219,297
182,500
178,008
169,655
Basic and diluted net income per common share
0.86
1.05
1.01
1.03
1.06
Cash distributions paid per common share
1.771625
1.736625
1.721625
1.706625
1.662250
Cash distributions declared per common share
1.777875
1.737875
1.722875
1.707875
1.667250
Basic weighted average number of common shares outstanding
132,817,472
126,142,696
105,869,637
103,577,507
101,178,191
Diluted weighted average number of common shares outstanding
132,884,933
126,189,399
105,942,721
103,581,053
101,209,883
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Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
Realty Income, The Monthly Dividend Company®, is a publicly traded real estate company with the primary business objective of generating dependable monthly cash dividends from a consistent and predictable level of cash flow from operations. Our monthly distributions or dividends are supported by the cash flow from our portfolio of properties leased to commercial enterprises. We have in-house acquisition, leasing, legal, credit research, real estate research, portfolio management and capital markets expertise. Over the past 44 years, Realty Income and its predecessors have been acquiring and owning freestanding commercial properties that generate rental revenue under long-term lease agreements.
In 1994, Realty Income was listed upon the New York Stock Exchange and we elected to be taxed as a real estate investment trust, or REIT, requiring us to distribute dividends to our stockholders aggregating at least 90% of our taxable income (excluding net capital gains).
We seek to increase distributions to stockholders and FFO per share through both active portfolio management and the acquisition of additional properties.
LIQUIDITY AND CAPITAL RESOURCES
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 $1 billion credit facility and occasionally through public securities offerings.
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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, 2012, our total outstanding borrowings of senior unsecured notes and bonds, mortgages payable and credit facility borrowings were $2.88 billion, or approximately 32.5% of our total market capitalization of $8.88 billion.
Shares of our common stock outstanding of 133,452,411 multiplied by the last reported sales price of our common stock on the NYSE of $40.21 per share on December 31, 2012, or $5.37 billion;
Aggregate liquidation value (par value of $25.00 per share) of the Class E preferred stock of $220 million;
Aggregate liquidation value (par value of $25.00 per share) of the Class F preferred stock of $408.8 million;
Outstanding borrowings of $158.0 million on our credit facility;
Outstanding mortgages payable of $175.9 million; and
Outstanding senior unsecured notes and bonds of $2.55 billion.
At the close of the acquisition of American Realty Capital Trust, Inc., or ARCT, on January 22, 2013, our total market capitalization increased to over $12 billion.
Notes Receivable
As of December 31, 2012, we had $63.2 million in notes receivable, which are secured by the properties on which the note receivables were placed. Included in this amount are $35.1 million of notes receivable acquired in 2012, $8.8 million of notes receivable acquired in 2011, $18.9 million of notes receivable held by our wholly-owned taxable REIT subsidiary, Crest, and $0.4 million of notes receivable from a property sale.
As of December 31, 2012, we had $165.9 million of mortgages payable, which were assumed in connection with our property acquisitions in 2012 and 2011. Additionally, at December 31, 2012, we had net premiums totaling $9.9 million on these mortgages. During 2012, we paid $11.7 million in principal payments, which includes $10.7 million to pay off one mortgage in March 2012. In conjunction with our acquisition of ARCT in January 2013, we assumed approximately $516.3 million of mortgages payable.
In May 2012, we entered into a new $1 billion unsecured acquisition credit facility, which replaced our $425 million acquisition credit facility that was scheduled to expire in March 2014. The initial term of the new credit facility expires in May 2016 and includes, at our option, a one-year extension. Under this new credit facility, our current investment grade credit ratings provide for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 1.075% with a facility commitment fee of 0.175%, for all-in drawn pricing of 1.25% over LIBOR. The borrowing rate is not subject to an interest rate floor or ceiling. We also have other interest rate options available to us. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation. At December 31, 2012, we had a borrowing capacity of $842 million available on our credit facility (subject to customary conditions to borrowing) and an outstanding balance of $158 million. The interest rate on borrowings outstanding under our new credit facility, at December 31, 2012, was 1.3% per annum. We must comply with various financial and other covenants in our credit facility. At December 31, 2012, we remain in compliance with these covenants.
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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, 2012, we had cash and cash equivalents totaling $5.2 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 additional sources of capital to fund property acquisitions and to repay future borrowings under our credit facility.
During 2012, Realty Income invested $1.16 billion in real estate, acquiring 423 properties, and properties under development, with an initial weighted average contractual lease rate of 7.2%. The majority of the lease revenue from these properties is generated from investment grade tenants. These 423 properties, and properties under development, are located in 37 states, will contain over 10.5 million leasable square feet, and are 100% leased with an average lease term of 14.6 years. The tenants of the 423 properties acquired operate in 23 industries: aerospace, apparel stores, automotive collision services, automotive parts, consumer appliances, consumer goods, convenience stores, crafts and novelties, diversified industrial, dollar stores, drug stores, equipment services, food processing, health and fitness, insurance, machinery, motor vehicle dealerships, packaging, paper, restaurants – quick service, theaters, transportation services, and wholesale clubs. None of the investments in these properties caused any one tenant to be 10% or more of our total assets at December 31, 2012.
Of the $1.16 billion Realty Income invested in 2012, approximately $35.1 million was used to originate a note receivable, which is secured by the properties on which the note receivable was placed.
During 2012, Crest invested $890,000 in one property in the restaurant – casual industry.
On January 22, 2013, we completed our acquisition of ARCT, in a transaction valued at approximately $3.1 billion. Pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger dated as of September 6, 2012, as amended on January 6, 2013, at the effective time of the acquisition, each outstanding share of ARCT common stock was converted into the right to receive a combination of: (i) $0.35 in cash and (ii) 0.2874 shares of our common stock. In connection with the acquisition, at the closing we terminated and repaid the amounts then outstanding of approximately $552.9 million under ARCT’s revolving credit facility and term loan. In conjunction with our acquisition of ARCT in January 2013, we assumed approximately $516.3 million of mortgages payable. With this acquisition, we added 515 properties to our portfolio. Through 2012, we have incurred $7.9 million of merger costs. We anticipate that the total merger costs will be approximately $19 million.
In January 2013, in conjunction with our acquisition of ARCT, we entered into a $70 million senior unsecured term loan maturing January 21, 2018. Borrowing under the term loan bears interest at LIBOR, plus 1.20%. In conjunction with this term loan, we also acquired an interest rate swap which essentially fixes our per annum interest rate on the term loan at 2.15%.
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During 2012, 124 properties with expiring leases were leased to either existing or new tenants. The rent on these leases was $10.6 million, as compared to the previous rent on these same properties of $10.9 million. At December 31, 2012, our average annualized rental revenue per square foot was approximately $14.56 per square foot on the 2,929 leased properties in our portfolio. At December 31, 2012, we classified 14 properties with a carrying amount of $19.2 million as held for sale on our balance sheet.
In 2012, we capitalized costs of $6.6 million on existing properties in our portfolio, consisting of $1.62 million for re-leasing costs and $4.93 million for building and tenant improvements. In 2011, we capitalized costs of $4.2 million on existing properties in our portfolio, consisting of $1.7 million for re-leasing costs and $2.5 million for building improvements.
The majority of our building and tenant improvements are related to roof repairs, HVAC improvements, and parking lot resurfacing and replacements. It is not customary for us to offer significant tenant improvements on our properties as tenant incentives. The amounts of our capital expenditures can vary significantly, depending on the rental market, credit worthiness, and the willingness of tenants to pay higher rents over the terms of the leases.
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, make decisions to adjust our business strategy accordingly. See our discussion of “Risk Factors” in this annual report.
We continue our 44-year policy of paying monthly dividends. Monthly dividends per common share increased by $0.0003125 in April 2012 to $0.1458125, increased by $0.0003125 in July 2012 to $0.146125, increased by $0.005 in September 2012 to $0.151125, increased by $0.0003125 in October 2012 to $0.1514375, increased by $0.0003125 in January 2013 to $0.15175, and increased by $0.0291667 in February 2013 to $0.1809167. The increase in January 2013 was our 61st consecutive quarterly increase and the increase in February 2013 was our 70th increase in the amount of our dividend since our listing on the NYSE in 1994. In 2012, we paid three monthly cash dividends per common share in the amount of $0.1455, three in the amount of $0.1458125, two in the amount of $0.146125, one in the amount of $0.151125, and three in the amount of $0.1514375 totaling $1.771625. In December 2012, we declared dividends of $0.15175 per share, which were paid in January 2013. In January 2013 and February 2013, we declared dividends of $0.1809167 per share, which will be paid in February 2013 and March 2013, respectively.
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The current monthly dividend of $0.1809167 per share represents a current annualized dividend of $2.171 per share, and an annualized dividend yield of approximately 5.0% based on the last reported sale price of our common stock on the NYSE of $43.40 on February 1, 2013. 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.
In October 2012, we issued $350 million in aggregate principal amount of 2.00% senior unsecured notes due January 2018, or the 2018 Notes, and $450 million in aggregate principal amount of 3.25% senior unsecured notes due October 2022, or the 2022 Notes. The price to the investors for the 2018 Notes was 99.910% of the principal amount for an effective yield of 2.017% per annum. The price to the investors for the 2022 Notes was 99.382% of the principal amount for an effective yield of 3.323% per annum. The total net proceeds of approximately $790.1 million from these offerings were used to repay all outstanding borrowings under our acquisition credit facility, and the remaining proceeds will be used for general corporate purposes, which may include additional property acquisitions.
Issuances and Redemption of Preferred Stock
In February 2012, we issued 14.95 million shares of our 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock at a price of $25.00 per share, including 1.95 million shares purchased by the underwriters upon the exercise of their overallotment option. In April 2012, we issued an additional 1.4 million shares of our Class F preferred stock at a price $25.2863 per share. Of the aggregate net proceeds of approximately $395.4 million from these issuances, $127.5 million was used to redeem all of our outstanding 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock and the balance was used to repay
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borrowings under our credit facility. The dividend rate difference of 0.75% between the Class D and Class F preferred stock provides us savings of $956,000 annually on the Class D redemption amount of $127.5 million. Beginning February 15, 2017, the Class F preferred shares are redeemable at our option, for $25.00 per share. The initial dividend of $0.1702257 per share was paid on March 15, 2012, and covered 37 days. Thereafter, dividends of $0.138021 per share will be paid monthly, in arrears.
Dividend Reinvestment and Stock Purchase Plan
In March 2011, we established a Dividend Reinvestment and Stock Purchase Plan, or the DSPP, to provide our common shareholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions. The DSPP also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. The DSPP authorizes up to 6,000,000 common shares to be issued. During 2012, we issued 55,598 shares and raised approximately $2.2 million under the DSPP. From the inception of the DSPP through December 31, 2012, we have issued 115,203 shares and raised approximately $4.2 million.
The borrowing interest rates under our credit facility are based upon our credit ratings. We are currently assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds: Fitch Ratings has assigned a rating of BBB+ with a “stable” outlook, Moody’s Investors Service has assigned a rating of Baa1 with a “negative” outlook, and Standard & Poor’s Ratings Group has assigned a rating of BBB with a “stable outlook” to our senior notes.
Based on our current ratings, the credit facility interest rate is LIBOR plus 1.075% with a facility commitment fee of 0.175%, for all-in drawn pricing of 1.25% over LIBOR. The credit facility provides that the interest rate can range between: (i) LIBOR plus 1.85% if our credit facility is lower than BBB-/Baa3 and (ii) LIBOR plus 1.00% 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) 0.45% for a rating lower than BBB-/Baa3, and (ii) 0.15% 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. In addition, 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.
Notes Outstanding
Our senior unsecured note and bond obligations consist of the following as of December 31, 2012, sorted by maturity date (dollars in millions):
5.375% notes, issued in March 2003 and due in March 2013
$
5.5% notes, issued in November 2003 and due in November 2015
5.95% notes, issued in September 2006 and due in September 2016
275
5.375% notes, issued in September 2005 and due in September 2017
175
2.00% notes, issued in October 2012 and due in January 2018
350
6.75% notes, issued in September 2007 and due in August 2019
550
5.75% notes, issued in June 2010 and due in January 2021
3.25% notes, issued in October 2012 and due in October 2022
450
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035
2,550
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All of our outstanding notes and bonds have fixed interest rates. Interest on all of our senior note and bond obligations is paid semiannually. All of these notes and bonds contain various covenants, including: (i) a limitation on incurrence of any debt which would cause our debt to total adjusted assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause our secured debt to total adjusted assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of our outstanding unsecured debt. At December 31, 2012, we remain in compliance with these covenants.
In March 2013, we expect to repay $100 million of our 5.375% notes by utilizing our credit facility.
The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our notes. These calculations, which are not based on U.S. GAAP measurements, are presented to investors to show our ability to incur additional debt under the terms of our notes only and are not measures of our liquidity or performance. The actual amounts as of December 31, 2012 are:
Note Covenants
Required
Actual
Limitation on incurrence of total debt
< 60% of adjusted assets
47.6%
Limitation on incurrence of secured debt
< 40% of adjusted assets
2.9%
Debt service coverage (trailing 12 months)
> 1.5 x
3.6 x
Maintenance of total unencumbered assets
> 150% of unsecured debt
214.4%
The following table summarizes the maturity of each of our obligations as of December 31, 2012 (dollars in millions):
Table of Obligations
Ground
Leases
Notes
Paid by
Year of
Credit
and
Mortgages
Realty
Our
Maturity
Facility
(1)
Bonds
Payable(2)
Interest (3)
Income
(4)
Tenants
(5)
Other (6)
$ --
$ 100.0
$ 23.1
$ 138.9
$ 0.2
$ 4.3
$ 266.5
132.8
167.7
150.0
26.1
130.5
310.9
158.0
275.0
127.0
578.6
175.0
45.3
111.9
336.3
Thereafter
1,850.0
43.3
437.5
48.8
2,380.0
$158.0
$ 2,550.0
$ 165.9
$ 1,078.6
$1.4
$ 69.2
$ 16.9
$ 4,040.0
(1) The initial term of the credit facility expires in May 2016 and includes, at our option, a one-year extension.
(2) Excludes net premiums recorded on the mortgages payable. The balance of these net premiums at December 31, 2012, is $9.9 million.
(3) Interest on the credit facility, notes, bonds and mortgages payable has been calculated based on outstanding balances as of December 31, 2012 through their respective maturity dates.
(4) Realty Income currently pays the ground lessors directly for the rent under the ground leases.
(5) Our tenants, who are generally sub-tenants under ground leases, are responsible for paying the rent under these ground leases. In the event a tenant fails to pay the ground lease rent, we are primarily responsible.
(6) “Other” consists of $16.0 million of commitments under construction contracts and $944,000 of contingent payments for tenant improvements and leasing costs.
Our credit facility and notes payable obligations are unsecured. Accordingly, we have not pledged any assets as collateral for these obligations.
Preferred Stock Outstanding
In 2006, we issued 8.8 million shares of 6.75% Class E Cumulative Redeemable Preferred Stock. Beginning December 7, 2011, shares of Class E preferred stock were redeemable at our option for $25.00 per share, plus any accrued and unpaid dividends. Dividends on shares of Class E preferred stock are paid monthly in arrears.
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In February 2012, we issued 14.95 million shares of our 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock at $25.00 per share, including 1.95 million shares purchased by the underwriters upon the exercise of their overallotment option. In April 2012, we issued an additional 1.4 million shares of Class F Cumulative Redeemable Preferred Stock at $25.2863 per share. Beginning February 15, 2017, shares of our Class F preferred stock are redeemable at our option for $25.00 per share, plus any accrued and unpaid dividends. Dividends on the shares of Class F preferred shares will be paid monthly in arrears.
We are current on our obligations to pay dividends on our Class E and Class F preferred stock.
RESULTS OF OPERATIONS
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles, or GAAP, and are the basis for our discussion and analysis of financial condition and results of operations. Preparing our consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. We believe that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in note 2 to our consolidated financial statements.
In order to prepare our consolidated financial statements according to the rules and guidelines set forth by GAAP, many subjective judgments must be made with regard to critical accounting policies. One of these judgments is our estimate for useful lives in determining depreciation expense for our properties. Depreciation on a majority of our buildings and improvements is computed using the straight–line method over an estimated useful life of 25 to 35 years. If we use a shorter or longer estimated useful life, it could have a material impact on our results of operations. We believe that 25 to 35 years is an appropriate estimate of useful life.
When acquiring a property, we allocate the fair value of real estate acquired to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their estimated fair values. Intangible assets and liabilities consist of above-market or below-market lease value of in-place leases, the value of in-place leases, and tenant relationships, as applicable. In addition, any assumed mortgages receivable or payable are recorded at their estimated fair values.
Another significant judgment must be made as to if, and when, impairment losses should be taken on our properties when events or a change in circumstances indicate that the carrying amount of the asset may not be recoverable. A provision is made for impairment if estimated future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property. Key inputs that we estimate in this analysis include projected rental rates, estimated holding periods, capital expenditures, and property sales capitalization rates. If a property is held for sale, it is carried at the lower of carrying cost or estimated fair value, less estimated cost to sell. The carrying value of our real estate is the largest component of our consolidated balance sheet. Our strategy of primarily holding properties, long-term, directly decreases the likelihood of their carrying values not being recoverable, thus requiring the recognition of an impairment. However, if our strategy, or one or more of the above assumptions were to change in the future, an impairment may need to be recognized. If events should occur that require us to reduce the carrying value of our real estate by recording provisions for impairment, they could have a material impact on our results of operations.
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The following is a comparison of our results of operations for the years ended December 31, 2012, 2011 and 2010.
Rental Revenue
Rental revenue was $473.7 million for 2012 versus $408.6 million for 2011, an increase of $65.1 million, or 15.9%. Rental revenue was $332.8 million in 2010. The increase in rental revenue in 2012 compared to 2011 is primarily attributable to:
· The 423 properties (10.6 million square feet) acquired by Realty Income in 2012, which generated $22.7 million of rent in 2012;
· The 164 properties (6.2 million square feet) acquired by Realty Income in 2011, which generated $79.0 million of rent in 2012 compared to $31.5 million in 2011, an increase of $47.5 million;
· Same store rents generated on 2,220 properties (18.6 million square feet) during the entire years of 2012 and 2011, increased by $364,000, or 0.1%, to $360.4 million from $360.0 million;
· A net decrease of $8.4 million relating to the aggregate of (i) rental revenue from properties (1.3 million square feet) that were available for lease during part of 2012 or 2011, (ii) rental revenue related to 70 properties sold during 2012 and 2011, and (iii) lease termination settlements which, in aggregate, totaled $7.8 million in 2012 compared to $16.2 million in 2011; and
· A net increase in straight-line rent and other non-cash adjustments to rent of $2.3 million in 2012 as compared to 2011.
For purposes of determining the same store rent property pool, we include all properties that were owned for the entire year-to-date period, for both the current and prior year except for properties during the current or prior year that; (i) were available for lease at any time, (ii) were under development, (iii) we have made an additional investment in, (iv) were involved in eminent domain and rent was reduced, and (v) were re-leased with rent-free periods. Each of the exclusions from the same store pool is separately addressed within the applicable sentences above explaining the changes in rental revenue for the period.
Of the 3,013 properties in the portfolio at December 31, 2012, 2,996, or 99.4%, are single-tenant properties and the remaining 17 are multi-tenant properties. Of the 2,996 single-tenant properties, 2,913, or 97.2%, were net leased with a weighted average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately 11.0 years at December 31, 2012. Of our 2,913 leased single-tenant properties, 2,681 or 92.0% were under leases that provide for increases in rents through:
· Primarily base rent increases tied to a consumer price index (typically subject to ceilings);
· Percentage rent based on a percentage of the tenants’ gross sales;
· Fixed increases; or
· A combination of two or more of the above rent provisions.
Percentage rent, which is included in rental revenue, was $2.0 million in 2012, $1.4 million in 2011 and $1.3 million in 2010 (excluding percentage rent reclassified to discontinued operations of $124,000 in 2012, $60,000 in 2011 and $104,000 in 2010). Percentage rent in 2012 was less than 1% of rental revenue and we anticipate percentage rent to be less than 1% of rental revenue in 2013.
Our portfolio of real estate, leased primarily to regional and national commercial enterprises under net leases, continues to perform well and provides dependable lease revenue supporting the payment of monthly dividends to our stockholders. At December 31, 2012, our portfolio of 3,013 properties was 97.2% leased with 84 properties available for lease as compared to 87 at December 31, 2011. It has been our experience that approximately 2% to 4% of our property portfolio will be unleased at any given time; however, it is possible that the number of properties available for lease could exceed these levels in the future.
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Depreciation and Amortization
Depreciation and amortization was $149.6 million in 2012, compared to $118.9 million in 2011 and $91.6 million in 2010. The increases in depreciation and amortization in 2012 and 2011 were primarily due to the acquisition of properties in 2012 and 2011, which was partially offset by property sales in those same years. As discussed in the sections entitled “Funds from Operations Available to Common Stockholders and Normalized Funds from Operations Available to Common Stockholders” and “Adjusted Funds from Operations Available to Common Stockholders,” depreciation and amortization is a non-cash item that is added back to net income available to common stockholders for our calculation of FFO, normalized FFO and AFFO.
Interest Expense
Interest expense was $122.5 million in 2012, compared to $108.3 million in 2011 and $93.2 million in 2010. The increase in interest expense from 2011 to 2012 was primarily due to an increase in borrowings attributable to the $150 million re-opening of our 5.875% senior unsecured bonds due 2035 in June 2011, the issuance of our 2.00% senior unsecured notes due January 2018 in October 2012, and the issuance of our 3.25% senior unsecured notes due October 2022 in October 2012, interest on our mortgages payable, and higher credit facility borrowings, which were partially offset by lower average interest rates.
As a result of entering into our new credit facility, we incurred credit facility origination costs of $7.1 million. At December 31, 2012, $5.9 million of the $7.1 million is included in other assets, net, on our consolidated balance sheet, along with $2.2 million incurred as a result of entering into our previous credit facilities. These costs are being amortized over the remaining term of our current $1 billion credit facility.
The following is a summary of the components of our interest expense (dollars in thousands):
Interest on our credit facility, notes, bonds and mortgages
$ 117,401
$ 104,452
$ 89,916
Interest included in discontinued operations
(601
(785
(557
Credit facility commitment fees
1,684
1,508
1,017
Amortization of credit facility origination costs, deferred financing costs and net mortgage premiums
4,556
3,564
2,871
Interest capitalized
(498
(438
(10
Interest expense
$ 122,542
$ 108,301
$ 93,237
Credit facility, mortgages and notes outstanding
Average outstanding balances (dollars in thousands)
$ 2,144,690
$ 1,754,935
$ 1,496,150
Average interest rates
5.5%
6.0%
At December 31, 2012, the weighted average interest rate on our:
· Notes and bonds payable of $2.55 billion was 4.99%;
· Mortgages payable of $175.9 million was 4.38%;
· Credit facility outstanding borrowings of $158.0 million was 1.28%; and
· Combined outstanding notes, bonds, mortgages and credit facility borrowings of $2.9 billion was 4.75%.
EBITDA and Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization)
EBITDA and Adjusted EBITDA are non-GAAP financial measures. Our EBITDA and Adjusted EBITDA computation may not be comparable to EBITDA and Adjusted EBITDA reported by other companies that interpret the definitions of EBITDA and Adjusted EBITDA differently than we do. Management believes EBITDA and Adjusted EBITDA to be meaningful measures of a REIT’s performance because they are widely followed by industry analysts, lenders and investors and are used by management as measures of performance. In addition, management utilizes Adjusted EBITDA because our $1 billion credit facility uses a similar metric to measure our compliance with certain covenants. EBITDA and Adjusted EBITDA should be considered along with, but not as alternatives to, net income as measures of our operating performance.
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The following is a reconciliation of net income, our most directly comparable GAAP measure, to Adjusted EBITDA (dollars in thousands):
$ 159,152
$ 157,032
$ 130,784
122,542
108,301
93,237
Interest expense included in discontinued operations
601
785
557
Income taxes
1,430
1,470
1,393
Income tax benefit included in discontinued operations
(369
(351
(344
Depreciation and amortization
149,597
118,874
91,641
Depreciation and amortization in discontinued operations
1,710
3,305
4,508
EBITDA
434,663
389,416
321,776
Provisions for impairment
5,139
405
213
Amortization of net premiums on mortgages payable
(665
(189
Merger-related costs
7,899
Gain on property sales
(540
Gain on property sales in discontinued operations
(9,873
(5,193
(8,676
Adjusted EBITDA
$ 437,163
$ 383,899
$ 313,313
Interest Coverage Ratio
Interest coverage ratio is calculated as: Adjusted EBITDA divided by interest expense, including interest recorded as discontinued operations and amortization of net premiums on mortgages payable. We consider interest coverage ratio to be an appropriate supplemental measure of a company’s ability to meet its interest expense obligations. Our calculation of interest coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
Dollars in thousands
Divided by interest expense(1)
$ 122,478
$ 108,897
$ 93,794
Interest coverage ratio
(1) See below reconciliation of interest expense used for calculation of interest coverage ratio (dollars in thousands):
Fixed Charge Coverage Ratio
Fixed charge coverage ratio is calculated in exactly the same manner as interest coverage ratio, except that preferred stock dividends are also added to the denominator. We consider fixed charge coverage ratio to be an appropriate supplemental measure of a company’s ability to make its interest and preferred stock dividend payments. Our calculation of the fixed charge coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures or information presented in Exhibit 12.1 to this Annual Report.
Divided by interest expense plus preferred stock dividends(1)
$ 163,396
$ 133,150
$ 118,047
Fixed charge coverage ratio
(1) See footnote 1 above for reconciliation of interest expense used for calculation of fixed charge coverage ratio. This calculation excludes the charge of $3.7 million for the excess of redemption value over carrying value of the Class D preferred shares redeemed during 2012.
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General and Administrative Expenses
General and administrative expenses increased by $7.0 million to $38.0 million in 2012, as compared to $31.0 million in 2011. General and administrative expenses were $25.3 million in 2010. Included in general and administrative expenses are acquisition transaction costs of $2.4 million for 2012, $1.5 million for 2011 and $368,000 for 2010. General and administrative expenses increased during 2012 primarily due to increases in employee costs, acquisition transaction costs and proxy costs. In February 2013, we had 97 employees, as compared to 83 employees in February 2012 and 79 employees in February 2011.
General and administrative expenses
$ 37,998
$ 30,954
$ 25,311
Total revenue, including discontinued operations(1)
483,691
422,226
346,540
General and administrative expenses as a percentage of total revenue
(1)Excludes gain on sales.
Property Expenses
Property expenses consist of costs associated with unleased properties, non-net leased properties and general portfolio expenses. Expenses related to unleased properties and non-net leased properties include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections, bad debt expense and legal fees. General portfolio costs include, but are not limited to, insurance, legal, property inspections, and title search fees. At December 31, 2012, 84 properties were available for lease, as compared to 87 at December 31, 2011 and 84 at December 31, 2010.
Property expenses were $7.3 million in 2012, $6.0 million in 2011 and $5.8 million in 2010. The increase in property expenses in 2012 is primarily attributable to higher insurance costs, maintenance and utilities, and legal fees associated with properties available for lease, partially offset by a decrease in bad debt expense.
Merger-Related Costs
Merger-related costs include, but are not limited to, advisor fees, legal fees, accounting fees, printing fees and transfer taxes related to our acquisition of ARCT. Merger-related costs, were $7.9 million in 2012. On a diluted per common share basis, this expense represented $0.06.
Income Taxes
Income taxes were $1.4 million in 2012, as compared to $1.5 million in 2011 and $1.4 million in 2010. These amounts are for city and state income and franchise taxes paid by Realty Income.
Discontinued Operations
Operations from 14 investment properties classified as held for sale at December 31, 2012, plus properties previously sold, have been classified as discontinued operations. The following is a summary of income from discontinued operations on our consolidated statements of income (dollars in thousands):
Gain on sales of investment properties
9,873
5,193
8,676
Rental revenue
7,938
11,881
13,071
Other revenue
93
(1,710
(3,305
(4,508
Property expenses
(1,649
(1,902
(2,463
(2,335
(395
(171
Crest’s income from discontinued operations
821
842
946
Per common share, basic and diluted(1)
0.10
0.15
(1) The per share amounts for income from discontinued operations above and the income from continuing operations and net income reported on the consolidated statements of income have each been calculated independently.
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Crest’s Assets and Property Sales
At December 31, 2012, Crest had an inventory of four properties, three of which are classified as held for investment. In addition to the four properties, Crest also held notes receivable of $18.9 million at December 31, 2012 and $19.0 million at December 31, 2011. During 2011, the principal balance of one note receivable was paid in full, from which we received proceeds of approximately $2.9 million.
During 2012, Crest acquired one property for $890,000, but did not sell any properties. During 2011 and 2010, Crest did not buy or sell any properties.
Gain on Sales of Investment Properties by Realty Income
During 2012, we sold 44 investment properties for $50.6 million, which resulted in a gain of $9.9 million. The results of operations for these properties have been reclassified as discontinued operations for all periods presented.
During 2011, we sold 26 investment properties for $22.0 million, which resulted in a gain of $5.2 million. The results of operations for these properties have been reclassified as discontinued operations. Additionally, we sold excess real estate from five properties for $2.1 million, which resulted in a gain of $540,000. This gain is included in other revenue on our consolidated statement of income for 2011, because this excess real estate was associated with properties that continue to be owned as part of our core operations.
During 2010, we sold 28 investment properties and excess land from one property for $27.2 million, which resulted in a gain of $8.7 million. The results of operations for these properties have been reclassified as discontinued operations.
At December 31, 2012, we classified real estate with a carrying amount of $19.2 million as held for sale on our balance sheet. In 2013, we intend to continue implementing more active disposition efforts to further enhance the credit quality of our real estate portfolio. As a result, we anticipate selling investment properties from our portfolio that have not yet been specifically identified, from which we anticipate receiving between $50 million and $125 million in proceeds during the next 12 months. We intend to invest these proceeds into new property acquisitions, if there are attractive opportunities available. However, we cannot guarantee that we will sell properties during the next 12 months at our estimated values or be able to invest the proceeds from the sales of any properties in new properties.
Provisions for Impairment on Real Estate Acquired for Resale by Crest
During 2012 and 2011, Crest did not record any provisions for impairment.
During 2010, Crest recorded total provisions for impairment of $807,000 on three properties held for investment at December 31, 2010. These provisions for impairment are included in continuing operations on our consolidated statement of income for 2010.
Provisions for Impairment on Realty Income Investment Properties
During 2012, Realty Income recorded total provisions for impairment of $5.1 million. Provisions for impairment of $2.3 million are included in income from discontinued operations on seven properties. Additionally, during 2012, Realty Income recorded provisions for impairment of $2.8 million on three properties held for investment at December 31, 2012. These provisions for impairment are included in income from continuing operations.
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During 2011, Realty Income recorded total provisions for impairment of $405,000 on four properties. These provisions for impairment are included in income from discontinued operations, except for $10,000 which is included in income from continuing operations.
During 2010, Realty Income recorded total provisions for impairment of $213,000 on four properties. Provisions for impairment of $171,000 are included in income from discontinued operations. Since one of these properties was subsequently reclassified from held for sale to held for investment during 2011, a provision for impairment of $42,000 is included in income from continuing operations.
Preferred Stock Dividends
Preferred stock dividends totaled $40.9 million in 2012 and $24.3 million in 2011 and 2010.
Excess of Redemption Value over Carrying Value of Preferred Shares Redeemed
When we redeemed our Class D preferred stock in March 2012, we incurred a charge of $3.7 million for the excess of redemption value over the carrying value. This charge, representing the Class D preferred stock original issuance cost that was paid in 2004, was recorded as a reduction to net income available to common stockholders when the shares were redeemed during 2012. On a diluted per common share basis, this charge was $0.03.
Net income available to common stockholders was $114.5 million in 2012, a decrease of $18.3 million as compared to $132.8 million in 2011. Net income available to common stockholders in 2010 was $106.5 million. Net income available to common stockholders for 2012 includes $7.9 million of merger-related costs, which represents $0.06 on a diluted per common share basis, for the acquisition of ARCT. Additionally, net income available to common stockholders in 2012 includes a $3.7 million charge for the excess of redemption value over carrying value of the shares of our Class D preferred stock, which represents $0.03 on a diluted per common share basis.
Gains from the sale of properties during 2012 were $9.9 million, as compared to gains from the sale of properties and excess real estate of $5.7 million during 2011 and an $8.7 million gain from the sale of properties during 2010.
FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (FFO) AND NORMALIZED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (Normalized FFO)
FFO for 2012 increased by $11.5 million, or 4.6%, to $260.9 million, as compared to $249.4 million in 2011 and $193.9 million in 2010. FFO for 2012 includes $7.9 million for merger-related costs, and also includes a $3.7 million charge associated with the Class D preferred stock redemption.
We define normalized FFO as FFO excluding the merger-related costs for our 2013 acquisition of ARCT. Normalized FFO for 2012 increased by $19.4 million, or 7.8%, to $268.8 million, as compared to $249.4 million in 2011 and $193.9 million in 2010.
The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to FFO and normalized FFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (dollars in thousands, except per share amounts):
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Depreciation and amortization:
Continuing operations
Discontinued operations
Depreciation of furniture, fixtures and equipment
(249
(238
(291
Provisions for impairment on Realty Income investment properties
Gain on sale of excess real estate and investment properties:
FFO available to common stockholders
260,862
249,392
193,926
Normalized FFO available to common stockholders
268,761
FFO per common share, basic and diluted:
1.96
1.98
1.83
Normalized FFO per common share, basic and diluted:
2.02
Distributions paid to common stockholders
Normalized FFO in excess of distributions paid to common stockholders
32,413
30,095
11,426
Weighted average number of common shares used for computation per share:
Basic
Diluted
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 real estate assets, plus impairments of depreciable real estate assets, reduced by gains on the sale of investment properties and extraordinary items. We define normalized FFO, a non-GAAP measure, as FFO excluding the merger-related costs for our 2013 acquisition of ARCT.
We consider FFO and normalized FFO to be appropriate supplemental measures of a REIT’s operating performance as they are based on a net income analysis of property portfolio performance that adds back items such as depreciation and impairments for FFO, and adds back merger-related costs, for normalized FFO. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. The use of FFO is recommended by the REIT industry as a supplemental performance measure. In addition, FFO is used as a measure of our compliance with the financial covenants of our credit facility.
ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (AFFO)
AFFO for 2012 increased by $20.8 million, or 8.2%, to $274.2 million, as compared to $253.4 million in 2011 and $197.3 million in 2010. We consider AFFO to be an appropriate supplemental measure of our performance. Most companies in our industry use a similar measurement, but they may use the term “CAD” (for Cash Available for Distribution), “FAD” (for Funds Available for Distribution), or other terms.
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The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to FFO, normalized FFO and AFFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (dollars in thousands, except per share amounts):
Cumulative adjustments to calculate FFO(1)
146,324
116,613
87,395
Excess of redemption value over carrying value of Class D preferred share redemption
3,696
Amortization of share-based compensation
10,001
7,873
6,166
Amortization of deferred financing costs(2)
2,177
1,881
1,548
Provisions for impairment on real estate acquired for resale by Crest
807
Capitalized leasing costs and commissions
(1,619
(1,722
(1,501
Capitalized building improvements
(4,935
(2,450
(2,077
Other adjustments(3)
(3,898
(1,602
(1,613
Total AFFO available to common stockholders
274,183
253,372
197,256
AFFO per common share, basic and diluted:
2.06
2.01
1.86
AFFO in excess of distributions paid to common stockholders
37,835
34,075
14,756
(1) See reconciling items for FFO presented under “Funds from Operations Available To Common Stockholders (FFO) and Normalized Funds from Operations Available to Common Stockholders (Normalized FFO).”
(2) Includes the amortization of costs incurred and capitalized when our senior notes were issued in March 2003, November 2003, March 2005, September 2005, September 2006, September 2007, June 2010, June 2011 and October 2012. Additionally, this includes the amortization of deferred financing costs incurred and capitalized in connection with our assumption of the mortgages payable. These costs are being amortized over the lives of the respective mortgages. No costs associated with our credit facility agreements or annual fees paid to credit rating agencies have been included.
(3) Includes straight-line rent revenue and the amortization of above and below-market leases.
We believe the non-GAAP financial measure AFFO provides useful information to investors because it is a widely accepted industry measure of the operating performance of real estate companies that is used by industry analysts and investors who look at and compare those companies. In particular, AFFO provides an additional measure by which to compare the operating performance of different REITs without having to account for differing depreciation assumptions and other unique revenue and expense items which are not pertinent to the measurement of the particular company’s on-going operating performance. Therefore, we believe that AFFO is an appropriate supplemental performance metric, and that the most appropriate GAAP performance metric to which AFFO should be reconciled is net income available to common stockholders.
Presentation of the information regarding FFO, normalized FFO and AFFO is intended to assist the reader in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO, normalized FFO and AFFO in the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO, normalized FFO and AFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance. FFO, normalized FFO and AFFO should not be considered as alternatives to reviewing our cash flows from operating,
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investing, and financing activities. In addition, FFO, normalized FFO and AFFO should not be considered as measures of liquidity, of our ability to make cash distributions, or of our ability to pay interest payments.
IMPACT OF INFLATION
Tenant leases generally provide for limited increases in rent as a result of increases in the tenants’ sales volumes, increases in the consumer price index (typically subject to ceilings), and/or fixed increases. We expect that inflation will cause these lease provisions to result in rent increases over time. During times when inflation is greater than increases in rent, as provided for in the leases, rent increases may not keep up with the rate of inflation.
Of our 3,013 properties in our portfolio, approximately 96.7% or 2,913 are leased to tenants under net leases where the tenant is responsible for property expenses. Net leases tend to reduce our exposure to rising property expenses due to inflation. Inflation and increased costs may have an adverse impact on our tenants if increases in their operating expenses exceed increases in revenue.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
As of December 31, 2012, the impact of recent accounting pronouncements on our business is not considered to be material.
Item 7A: Quantitative and Qualitative Disclosures about Market Risk
We are exposed to interest rate changes primarily as a result of our credit facility and long-term notes and bonds used to maintain liquidity and expand our real estate investment portfolio and operations. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flow and to lower our overall borrowing costs. To achieve these objectives we issue long-term notes and bonds, primarily at fixed rates.
In order to mitigate and manage the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swaps and caps. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks, including counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in the contract. To limit counterparty credit risk we will seek to enter into such agreements with major financial institutions with favorable credit ratings. There can be no assurance that we will be able to adequately protect against the foregoing risks or realize an economic benefit that exceeds the related amounts incurred in connection with engaging in such hedging activities. We do not enter into any derivative transactions for speculative or trading purposes.
The following table presents by year of expected maturity, the principal amounts, average interest rates and estimated fair values of our fixed and variable rate debt as of December 31, 2012. This information is presented to evaluate the expected cash flows and sensitivity to interest rate changes (dollars in millions):
Expected Maturity Data
Year of maturity
Fixed rate debt
Average interest rate on fixed rate debt
Variable rate debt
Average interest rate on variable rate debt
2013(1)
122.9
5.68
$ 0.1
2.56
2014(2)
13.5
6.21
2015(3)
152.3
5.51
23.8
4.70
2016(4)
289.3
5.95
158.2
1.29
2017(5)
220.1
5.45
Thereafter(6)
1,885.8
4.78
7.5
Totals(7)
2,683.9
5.01
$190.0
1.77
Fair Value(8)
2,972.1
$189.7
(1) $100 million of fixed rate senior notes mature in March 2013, $22.9 million of fixed rate mortgages mature and $152,000 of a variable rate mortgage mature in 2013.
(2) $13.5 million of fixed rate mortgages and $161,000 of a variable rate mortgage mature in 2014.
(3) $150 million of fixed rate senior notes mature in November 2015, $2.3 million of fixed rate mortgages and $23.8 million of variable rate
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mortgages mature in 2015. The interest rate on variable rate mortgages of $23.6 million is capped at 5.5%.
(4) $275 million of fixed rate senior notes mature in September 2016, $14.3 million of fixed rate mortgages and $181,000 of a variable rate mortgage mature in 2016. Additionally, the credit facility expires in May 2016.
(5) $175 million of fixed rate senior notes mature in September 2017, $45.1 million of fixed rate mortgages and $194,000 of a variable rate mortgage mature in 2017.
(6) As it relates to fixed rate senior notes, $350 million matures in January 2018, $550 million matures in August 2019, $250 million matures in January 2021, $450 million matures in October 2022 and $250 million matures in March 2035. Additionally, $35.8 million of fixed rate mortgages and $7.5 million of a variable rate mortgage mature at dates thereafter.
(7) Excludes net premiums recorded on mortgages payable. The balance of these net premiums is $9.9 million at December 31, 2012.
(8) We base the estimated fair value of the fixed rate senior notes at December 31, 2012 on the indicative market prices and recent trading activity of our notes payable. We base the estimated fair value of our fixed rate and variable rate mortgages at December 31, 2012 on the current 5-year, 7-year or 10-year Treasury yield curve, plus an applicable credit-adjusted spread. We believe that the carrying value of the credit facility balance reasonably approximates its estimated fair value at December 31, 2012.
The table incorporates only those exposures that exist as of December 31, 2012. It does not consider those exposures or positions that could arise after that date. As a result, our ultimate realized gain or loss, with respect to interest rate fluctuations, would depend on the exposures that arise during the period, our hedging strategies at the time, and interest rates.
All of our outstanding notes and bonds have fixed interest rates. All of our mortgages payable, except two, have fixed interest rates. Interest on our credit facility balance is variable. Based on our credit facility balance of $158.0 million at December 31, 2012, a 1% change in interest rates would change our interest costs by $1.6 million per year.
Item 8: Financial Statements and Supplementary Data
A.
Reports of Independent Registered Public Accounting Firm
B.
Consolidated Balance Sheets,
December 31, 2012 and 2011
C.
Consolidated Statements of Income,
Years ended December 31, 2012, 2011 and 2010
D.
Consolidated Statements of Stockholders’ Equity,
E.
Consolidated Statements of Cash Flows,
F.
Notes to Consolidated Financial Statements
G.
Consolidated Quarterly Financial Data
(unaudited) for 2012 and 2011
H.
Schedule III Real Estate and Accumulated Depreciation
Schedules not filed: All schedules, other than that indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes.
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Realty Income Corporation:
We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2012. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedule III. These consolidated financial statements and financial statement schedule are the responsibility of Realty Income Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Realty Income Corporation and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Realty Income Corporation’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 14, 2013 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
San Diego, California
February 14, 2013
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We have audited Realty Income Corporation’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Realty Income Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Realty Income Corporation’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Realty Income Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Realty Income Corporation and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2012, and our report dated February 14, 2013 expressed an unqualified opinion on those consolidated financial statements.
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REALTY INCOME CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
ASSETS
Real estate, at cost:
Land
$ 1,999,820
$ 1,749,378
Buildings and improvements
3,920,865
3,222,603
Total real estate, at cost
5,920,685
4,971,981
Less accumulated depreciation and amortization
(897,767)
(814,126)
Net real estate held for investment
5,022,918
4,157,855
Real estate held for sale, net
19,219
2,153
Net real estate
5,042,137
4,160,008
Accounts receivable, net
21,659
15,375
Goodwill
16,945
17,206
Other assets, net
357,374
222,635
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Distributions payable
$ 23,745
$ 21,405
Accounts payable and accrued expenses
70,426
58,770
Other liabilities, net
52,530
29,179
Lines of credit payable
158,000
237,400
Mortgages payable, net
175,868
67,781
Notes payable
2,550,000
1,750,000
Commitments and contingencies
Stockholders’ equity:
Preferred stock and paid in capital, par value $0.01 per share, 69,900,000 shares authorized and 25,150,000 shares issued and outstanding as of December 31, 2012, and 20,000,000 shares authorized and 13,900,000 shares issued and outstanding as of December 31, 2011
609,363
337,790
Common stock and paid in capital, par value $0.01 per share, 370,100,000 shares authorized and 133,452,411 shares issued and outstanding as of December 31, 2012, and 200,000,000 shares authorized and 133,223,338 shares issued and outstanding as of December 31, 2011
2,572,092
2,563,048
Distributions in excess of net income
(768,661)
(645,984)
Total liabilities and stockholders’ equity
The accompanying notes to consolidated financial statements are an integral part of these statements.
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CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 2012, 2011 and 2010
REVENUE
$ 473,741
$ 408,640
$ 332,780
1,769
1,612
657
EXPENSES
Interest
General and administrative
37,998
30,954
25,311
Property
7,269
6,018
5,805
2,804
849
Total expenses
329,539
265,627
218,236
(40,918)
(24,253)
(3,696)
$ 114,538
$ 132,779
$ 106,531
Amounts available to common stockholders per common share:
Income from continuing operations:
$ 0.76
$ 0.95
$ 0.86
Net income:
$ 1.05
$ 1.01
Weighted average common shares outstanding:
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(dollars in thousands)
Preferred
Common
Shares of
stock and
preferred
common
paid in
in excess of
stock
capital
net income
Balance, December 31, 2009
13,900,000
104,286,705
$ 337,790
$ 1,629,237
$ (479,018)
$ 1,488,009
Distributions paid and payable
(208,878)
Shares issued in stock offerings, net of offering costs of $22,471
13,558,500
432,591
Share-based compensation
213,783
4,459
Balance, December 31, 2010
118,058,988
2,066,287
(557,112)
(245,904)
Shares issued in stock offerings, net of offering costs of $25,200
14,925,000
489,236
Shares issued pursuant to dividend reinvestment and stock purchase plan, net
59,605
1,930
179,745
5,595
Balance, December 31, 2011
133,223,338
(278,133)
Shares issued in stock offerings, net of offering costs of $13,773
16,350,000
395,377
55,598
2,051
Preferred shares redeemed
(5,100,000)
(123,804)
(127,500)
173,475
6,993
Balance, December 31, 2012
25,150,000
133,452,411
$ 609,363
$ 2,572,092
$ (768,661)
$ 2,412,794
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CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to net income:
(13,181)
(12,407)
(15,583)
Gain on sale of real estate
(540)
(665)
(189)
Provisions for impairment on real estate held for investment
Other non-cash adjustments
(301)
Cash provided by discontinued operations:
Real estate
7,353
10,914
11,586
Collection of notes receivable by Crest
3,032
138
Changes in assets and liabilities:
Accounts receivable and other assets
2,775
5,209
5,270
Accounts payable, accrued expenses and other liabilities
8,844
9,144
12,517
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investment properties
(1,015,725)
(953,175)
(713,198)
Improvements to real estate, including leasing costs
(6,554)
(4,172)
(3,578)
Loans receivable
(34,876)
(1,593)
Proceeds from sales of real estate:
2,078
50,563
22,049
25,779
Restricted escrow deposits
(1,805)
(50)
(6,361)
Net cash used in investing activities
(1,008,374)
(934,863)
(697,358)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash distributions to common stockholders
(236,348)
(219,297)
(182,500)
Cash dividends to preferred stockholders
(39,445)
Borrowings on lines of credit
1,074,000
612,800
612,200
Payments on lines of credit
(1,153,400)
(375,400)
(616,800)
Principal payments on mortgages
(11,729)
(279)
Proceeds from preferred stock offerings, net
Redemption of preferred stock
Proceeds from common stock offerings, net
Proceeds from bonds issued
800,000
150,000
Proceeds from notes payable issued, net
246,131
Debt issuance costs
(16,979)
(9,864)
(4,091)
Proceeds from dividend reinvestment and stock purchase plan, net
2,159
1,894
Other items
(3,147)
(2,368)
(1,707)
Net cash provided by financing activities
682,988
622,469
461,571
Net increase (decrease) in cash and cash equivalents
(13,442)
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
$ 5,248
$ 4,165
$ 17,607
For supplemental disclosures, see note 16.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012, 2011 and 2010
1. Organization and Operation
Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”) is organized as a Maryland corporation. We invest in commercial real estate and have elected to be taxed as a real estate investment trust, or REIT.
At December 31, 2012, we owned 3,013 properties, located in 49 states, containing over 37.6 million leasable square feet, along with four properties owned by our wholly-owned taxable REIT subsidiary, Crest Net Lease, Inc., or Crest.
Information with respect to number of properties, square feet, average initial lease term and weighted average contractual lease rate is unaudited.
2. Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements
Federal Income Taxes. We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Code. We believe we have qualified and continue to qualify as a REIT. Under the REIT operating structure, we are permitted to deduct dividends paid to our stockholders in determining our taxable income. Assuming our dividends equal or exceed our net income, we generally will not be required to pay federal corporate income taxes on such income. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements, except for the federal income taxes of Crest, which are included in discontinued operations. The income taxes recorded on our consolidated statements of income represent amounts paid by Realty Income for city and state income and franchise taxes.
Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.
The following reconciles our net income available to common stockholders to taxable income (dollars in thousands):
2012(1)
40,918
24,253
Depreciation and amortization timing differences
45,398
32,215
23,024
7,877
Tax loss on the sale of real estate less than book gain
(12,559)
(7,772)
(10,063)
Elimination of net revenue and expenses from Crest
444
418
1,337
Compensation deduction per Section 162(m) of the Code
7,599
4,896
2,915
Adjustment for share-based compensation
(351)
(622)
562
Adjustment for straight-line rent and above/below-market lease amortization
(3,899)
(1,562)
(1,613)
Adjustment for acquisition expenses
2,211
1,503
368
Adjustment for an increase in prepaid rent
2,773
3,584
4,223
Other adjustments
1,286
(565)
(30)
Taxable net income, before our dividends paid deduction
$ 209,931
$ 189,127
$ 151,507
(1) The 2012 information presented is a reconciliation of our net income available to common stockholders to estimated taxable net income.
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We regularly analyze our various federal and state filing positions and only recognize the income tax effect in our financial statements when certain criteria regarding uncertain income tax positions have been met. We believe that our income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain income tax positions have been recorded in our financial statements.
Absent an election to the contrary, if a REIT acquires property that is or has been owned by a C corporation in a transaction in which the tax basis of the property in the hands of the REIT is determined by reference to the tax basis of the property in the hands of the C corporation, and the REIT recognizes gain on the disposition of such property during the 10 year period beginning on the date on which it acquired the property, then the REIT will be required to pay tax at the highest regular corporate tax rate on this gain to the extent of the excess of the fair value of the property over the REIT’s adjusted basis in the property, in each case determined as of the date the REIT acquired the property. The 10 year period described above has been reduced to 5 years for property dispositions occurring in 2013 (but not with respect to dispositions in later years). In August 2007, we acquired 100% of the stock of a C corporation that owned real property. At the time of acquisition, the C corporation became a Qualified REIT Subsidiary, and was deemed to be liquidated for Federal income tax purposes; the real property was deemed to be transferred to us with a carryover tax basis. As of December 31, 2012, we have built-in gains of $70.3 million with respect to such property. We do not expect that we will be required to pay income tax on the built-in gains in these properties. It is our intent, and we have the ability, to defer any dispositions of these properties to periods when the related gains would not be subject to the built-in gain income tax or otherwise to defer the recognition of the built-in gain related to these properties. However, our plans could change and it may be necessary to dispose of one or more of these properties in a taxable transaction after 2013 but before August 28, 2017, in which case we would be required to pay corporate level tax with respect to the built-in gains on these properties as described above.
Net Income Per Common Share. Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted net income per common share is computed by dividing net income available to common stockholders for the period by the weighted average number of common shares that would have been outstanding assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period.
The following is a reconciliation of the denominator of the basic net income per common share computation to the denominator of the diluted net income per common share computation:
Weighted average shares used for the basic net income per share computation
Incremental shares from share-based compensation
67,461
46,703
73,084
Adjusted weighted average shares used for diluted net income per share computation
Unvested shares from share-based compensation that were anti-dilutive
17,570
13,020
87,600
Discontinued Operations. Operations from 14 investment properties classified as held for sale at December 31, 2012, plus properties previously sold, are reported as discontinued operations. Their respective results of operations have been reclassified as income from discontinued operations on our consolidated statements of income. We do not depreciate properties that are classified as held for sale.
If the property was previously reclassified as held for sale but the applicable criteria for this classification are no longer met, the property is reclassified to real estate held for investment. A property that is reclassified to held for investment is measured and recorded at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held for investment, or (ii) the fair value at the date of the subsequent decision not to sell.
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No debt was assumed by buyers of our investment properties, or repaid as a result of our investment property sales, and we do not allocate interest expense to discontinued operations related to real estate held for investment. We allocate interest expense related to borrowings specifically attributable to Crest. The interest expense amounts allocated to Crest are included in income from discontinued operations.
The following is a summary of income from discontinued operations on our consolidated statements of income (dollars in thousands):
$ 9,873
$ 5,193
$ 8,676
(1,710)
(3,305)
(4,508)
(1,649)
(1,902)
(2,463)
(2,335)
(395)
(171)
$ 13,181
$ 12,407
$ 15,583
$ 0.10
$ 0.15
Revenue Recognition and Accounts Receivable. All leases are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Any rental revenue contingent upon a tenant’s sales is recognized only after the tenant exceeds their sales breakpoint. Rental increases based upon changes in the consumer price indexes are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements.
We recognize an allowance for doubtful accounts relating to accounts receivable for amounts deemed uncollectible. We consider tenant specific issues, such as financial stability and ability to pay, when determining collectability of accounts receivable and appropriate allowances to record. The allowance for doubtful accounts was $448,000 at December 31, 2012 and $507,000 at December 31, 2011.
Other revenue includes non-operating interest earned from notes receivable and investments in money market funds of $1.2 million in 2012, $502,000 in 2011 and $96,000 in 2010.
Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Realty Income, Crest, and other entities for which we make operating and financial decisions (i.e. control), after elimination of all material intercompany balances and transactions. We have no unconsolidated investments.
Cash Equivalents. We consider all short-term, highly liquid investments that are readily convertible to cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Our cash equivalents are primarily investments in United States Treasury or government money market funds.
Gain on Sales of Properties. When real estate is sold, the related net book value of the applicable assets is removed and a gain from the sale is recognized in our consolidated statements of income. We record a gain from the sale of real estate provided that various criteria, relating to the terms of the sale and any subsequent involvement by us with the real estate, have been met.
Allocation of the Purchase Price of Real Estate Acquisitions. When acquiring a property, we allocate the fair value of real estate acquired to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their estimated fair values. Intangible assets and liabilities consist of above-market or below-market lease value of in-place leases, the value of in-place leases, and tenant relationships, as applicable. In addition, any assumed mortgages payable are recorded at their estimated fair values.
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Our estimated fair value determinations are based on management’s judgment, which is based on various factors, including: (1) market conditions, (2) industry that the tenant operates in, (3) characteristics of the real estate, i.e.: location, size, demographics, value and comparative rental rates, (4) tenant credit profile, (5) store profitability and the importance of the location of the real estate to the operations of the tenant’s business, and/or (6) real estate valuations, prepared either internally or by an independent valuation firm. When real estate valuations are utilized, the measurement of fair value related to the allocation of the purchase price of real estate acquisitions is derived principally from observable market data (and thus should be categorized as level 2 on FASB’s three-level valuation hierarchy). Our other methodologies for measuring fair value related to the allocation of the purchase price of real estate acquisitions (except for independent third-party real estate valuations) include unobservable inputs that reflect our own internal assumptions and calculations (and thus should be categorized as level 3 on FASB’s three-level valuation hierarchy).
The fair value of the tangible assets of an acquired property with an in-place operating lease (which includes land and buildings/improvements) is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and buildings/improvements based on our determination of the fair value of these assets. Our fair value determinations are based on a real estate valuation for each property, prepared either internally or by an independent valuation firm, and consider estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. In allocating the fair value to identified intangibles for above-market or below-market leases, an amount is recorded based on the present value of the difference between (i) the contractual amount to be paid pursuant to the in-place lease and (ii) our estimate of fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease.
Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods.
The aggregate value of other acquired intangible assets consists of the fair value of in-place leases and tenant relationships, as applicable. The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.
The following table presents the impact during the next five years and thereafter related to the net decrease to rental revenue from the amortization of the acquired above-market and below-market lease intangibles and the increase to amortization expense from the amortization of the in-place lease intangibles for properties owned at December 31, 2012 (in thousands):
Net decrease to rental revenue
Increase to amortization expense
$ (1,314)
$ 22,110
(1,399)
21,899
(1,345)
21,105
(1,341)
21,026
(1,332)
20,475
(2,610)
99,698
$ (9,341)
$ 206,313
In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. These assumed mortgage payables are amortized as a reduction to interest expense over the remaining term of the respective mortgages.
Depreciation and Amortization. Land, buildings and improvements are recorded and stated at cost. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives, while ordinary repairs and maintenance are expensed as incurred. Buildings and improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets. Additionally, amounts essential to the development of the property, such as pre-construction, development, construction, interest and any other costs incurred during the period of
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development are capitalized. We cease capitalization when the property is available for occupancy upon substantial completion of tenant improvements, but in any event no later than one year from the completion of major construction activity.
Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
Buildings
25 years or 35 years
Building improvements
4 to 15 years
Tenant improvements and lease commissions
The shorter of the term of the related lease or useful life
Acquired in-place leases
Remaining terms of the respective leases
Provisions for Impairment. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. A provision is made for impairment if estimated future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property. Key inputs that we estimate in this analysis include projected rental rates, estimated holding periods, capital expenditures and property sales capitalization rates. If a property is classified as held for sale, it is carried at the lower of carrying cost or estimated fair value, less estimated cost to sell.
In 2012, Realty Income recorded total provisions for impairment of $5.1 million. Provisions for impairment of $2.3 million are included in income from discontinued operations on seven properties in the following industries: one in the automotive parts industry, one in the automotive tire services industry, one in the automotive service industry, one in the child care industry, one in the convenience store industry, one in the home improvement industry, and one in the restaurant-casual industry. Additionally, during 2012, Realty Income recorded provisions for impairment of $2.8 million on three properties held for investment at December 31, 2012 in the restaurant-casual industry. These provisions for impairment are included in income from continuing operations.
In 2011, Realty Income recorded total provisions for impairment of $405,000 on two properties in the automotive service industry, one property in the motor vehicle dealerships industry, and one property in the pet supplies and services industry. These provisions for impairment are included in income from discontinued operations, except for $10,000 which is included in income from continuing operations.
In 2010, Realty Income recorded total provisions for impairment of $213,000 on three properties in the restaurant industry and one property in the child care industry. Provisions for impairment of $171,000 are included in income from discontinued operations. Since one of these properties was subsequently reclassified from held for sale to held for investment during 2011, a provision for impairment of $42,000 is included in income from continuing operations. Additionally, during 2010, Crest recorded total provisions for impairment of $807,000 on three properties held for investment at December 31, 2010 and 2011. These provisions for impairment are included in income from continuing operations.
Asset Retirement Obligations. We analyze our future legal obligations associated with the other-than-temporary removal of tangible long-lived assets, also referred to as asset retirement obligations. When we determine that we have a legal obligation to provide services upon the retirement of a tangible long-lived asset, we record a liability for this obligation based on the estimated fair value of this obligation and adjust the carrying amount of the related long-lived asset by the same amount. This asset is amortized over its estimated useful life. The estimated fair value of the asset retirement obligation is calculated by discounting the future cash flows using a credit-adjusted risk-free interest rate.
Goodwill. Goodwill is tested for impairment during the second quarter of each year as well as when events or circumstances occur indicating that our goodwill might be impaired. Under the amendments issued in conjunction with ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350), an entity, through an assessment of qualitative factors, is not required to calculate the estimated fair value of a reporting unit, in connection with the two-step goodwill impairment test, unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. We elected to continue testing goodwill for impairment during the second quarter of each year as well as when events or circumstances occur, indicating that our goodwill might be impaired. During our tests for impairment of goodwill, during the second quarters of 2012, 2011 and 2010, we determined that the estimated fair values of our reporting units exceeded their carrying values. We did not record any impairment on our existing goodwill during 2012, 2011 or 2010.
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Government Taxes. We collect and remit sales and property taxes assessed by different governmental authorities that are both imposed on and concurrent with a revenue-producing transaction between us and our tenants. We report the collection of these taxes on a net basis (excluded from revenues). The amounts of these taxes are not significant to our financial position or results of operations.
Use of Estimates. The consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles, or GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Par Value Change. In August 2011, we changed the par value of our common and preferred stock from $1.00 per share to $0.01 per share. This change did not have an impact on the amount of our total stockholders’ equity.
Reclassifications. We report, in discontinued operations, the results of operations of properties that either have been disposed of or are classified as held for sale. As a result of these discontinued operations, certain of the 2011 and 2010 balances have been reclassified to conform to the 2012 presentation.
3. Supplemental Detail for Certain Components of Consolidated Balance Sheets
A. Other Assets, Net. Other assets, net, consist of the following (dollars in thousands) at:
December 31,
Value of in-place leases, net
$ 123,255
Value of above-market leases, net
35,812
30,081
35,126
2,178
Deferred bond financing costs, net
29,687
22,209
Notes receivable issued in connection with property sales
19,300
19,401
Prepaid expenses
9,489
9,833
Note receivable acquired in connection with an acquisition
8,780
Credit facility origination costs, net
8,188
3,141
1,805
50
Deferred financing costs on mortgages payable, net
1,541
751
Corporate assets, net
909
424
2,107
$ 357,374
$ 222,635
B. Distributions Payable. Distributions payable consist of the following declared distributions (dollars in thousands) at:
Common stock distributions
$ 20,251
$ 19,384
3,494
2,021
C. Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses consist of the following (dollars in thousands) at:
Bond interest payable
$ 40,061
$ 35,195
Accrued costs on properties under development
8,595
4,766
21,770
18,809
$ 70,426
$ 58,770
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D. Other Liabilities, Net. Other liabilities, net, consist of the following (dollars in thousands) at:
Value of in-place below-market leases, net
$ 26,471
$ 6,423
Rent received in advance
20,929
18,149
Security deposits
5,130
4,607
$ 52,530
$ 29,179
4. American Realty Capital Trust
A. Acquisition
On January 22, 2013, we completed our acquisition of American Realty Capital Trust, Inc., or ARCT. Pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger dated as of September 6, 2012, as amended on January 6, 2013, at the effective time of the acquisition, each outstanding share of ARCT common stock was converted into the right to receive a combination of: (i) $0.35 in cash and (ii) 0.2874 shares of our common stock. In connection with the acquisition, at the closing we terminated and repaid the amounts then outstanding of approximately $552.9 million under ARCT’s revolving credit facility and term loan. With this acquisition, we added 515 properties to our portfolio. Below is the preliminary allocation of the purchase price of the ARCT acquisition, based on the closing price of our common stock of $44.04 per share on January 22, 2013:
Consideration associated with equity issued
2,027,753
Cash consideration paid to previous owners of ARCT
59,142
Total preliminary purchase consideration
2,086,895
We will account for the ARCT acquisition in accordance with ASC 805, Business Combinations, and are in the process of completing our allocation of the purchase price for this acquisition, which we expect to finalize during 2013. The following table summarizes our preliminary purchase price allocation, which represents our current best estimate of fair value. These estimates could change significantly as we complete our purchase price allocation analysis.
Assets:
Total real estate and related intangible assets
3,178,862
Cash and cash equivalents, accounts receivable, and other assets, net
45,667
Total Assets
3,224,529
Liabilities:
317,207
Term loan
235,000
Mortgage notes payable
538,888
Accounts payable, accrued expenses, and other liabilities, net
32,577
Total Liabilities
1,123,672
Non-controlling interest
13,962
Estimated fair value of net assets acquired
B. Transaction Costs
In connection with our acquisition of ARCT, we expect to incur total merger-related transaction costs of approximately $19 million, which include, but are not limited to, advisor fees, legal fees, accounting fees, printing fees and transfer taxes. We incurred $7.9 million of the estimated $19 million of total merger-related transaction costs, during 2012, which are included in income from continuing operations. At December 31, 2012, we had contingent payments of approximately $6 million due to various banks for fairness opinions related to our acquisition of ARCT, which is included as part of the estimated $19 million of merger-related costs disclosed above.
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C. Litigation
All of the below actions name as defendants ARCT, members of the ARCT board of directors, Realty Income, and Tau Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Realty Income, or Merger Sub. In each case, the plaintiffs allege that the ARCT directors breached their fiduciary duties to ARCT and/or its stockholders in negotiating and approving the agreement, that the acquisition consideration negotiated in the agreement improperly values ARCT, that the ARCT stockholders will not receive fair value for their ARCT common stock in the acquisition, and that the terms of the agreement impose improper deal-protection devices that purportedly preclude competing offers. The complaints further allege that Realty Income, Merger Sub, and, in some cases, ARCT aided and abetted those alleged breaches of fiduciary duty. The various amended complaints add allegations that disclosures regarding the proposed merger in the joint proxy statement/prospectus filed on October 1, 2012, or the definitive proxy statement/prospectus filed on December 6, 2012, are inadequate. Plaintiffs seek injunctive relief, including enjoining or rescinding the acquisition, and an award of other unspecified attorneys’ and other fees and costs, in addition to other relief.
Realty Income believes that these actions have no merit and intends to respond to them in due course.
After the Maryland state court denied plaintiff Goldwurm’s motion for appointment of lead plaintiff and lead counsel in the Maryland State Action, plaintiff Goldwurm filed a class action and shareholder derivative action on November 29, 2012, in the United States District Court for the District of Maryland, captioned Goldwurm v. American Realty Capital Trust, Inc., et al., No. 1:12-cv-03516-JKB (the “Maryland Federal Action”). On December 12, 2012, plaintiff Goldwurm moved for expedited discovery. Defendants moved to stay the federal case on December 13, 2012, and moved to dismiss it on December 19, 2012. On January 11, 2013, plaintiff
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Goldwurm moved for a temporary restraining order seeking to enjoin the shareholder vote on the proposed merger set to take place on January 16, 2013.
New York Actions. Two alleged class actions were filed on behalf of alleged ARCT stockholders in the Supreme Court of the State of New York for New York, New York, under the following captions: The Carol L. Possehl Living Trust v. American Realty Capital Trust, Inc., et al., No. 653300-2012, filed September 20, 2012; and Salenger v. American Realty Capital Trust, Inc. et al., No. 353355-2012, filed September 25, 2012. On October 19, 2012, the court consolidated the actions into a single action captioned In re American Realty Capital Trust Shareholders Litigation, No. 653300-2012 (the “New York Action”) and appointed Robbins Geller Rudman & Dowd LLP as lead counsel for plaintiffs. On October 19, 2012, defendants moved for a stay of proceedings. Plaintiffs filed an amended complaint on October 23, 2012. On November 9, 2012, the Court granted defendants’ motion to stay the New York Action pending the Maryland state actions.
5. Investments in Real Estate
We acquire the land, buildings and improvements that are necessary for the successful operations of commercial enterprises.
A. 2012 and 2011 Acquisitions
During 2012, Realty Income invested $1.16 billion in real estate, acquiring 423 properties, and properties under development, with an initial weighted average contractual lease rate of 7.2%. The initial weighted average contractual lease rate is computed by dividing the estimated aggregate base rent for the first year of each lease by the estimated total cost of the properties. The 423 properties, and properties under development, are located in 37 states, will contain over 10.5 million leasable square feet, and are 100% leased with an average lease term of 14.6 years. The tenants of the 423 properties acquired operate in 23 industries: aerospace, apparel stores, automotive collision services, automotive parts, consumer appliances, consumer goods, convenience stores, crafts and novelties, diversified industrial, dollar stores, drug stores, equipment services, food processing, health and fitness, insurance, machinery, motor vehicle dealerships, packaging, paper, restaurants - quick service, theaters, transportation services, and wholesale clubs. None of the investments in these properties caused any one tenant to be 10% or more of our total assets at December 31, 2012. Acquisition transaction costs of $2.4 million were recorded to general and administrative expense on our consolidated statement of income for 2012.
These 2012 aggregate acquisitions were allocated as follows: $284.5 million to land, $770.0 million to buildings and improvements, $107.2 million to intangible assets, $34.9 million to other assets, net, and $32.5 million to intangible and assumed liabilities, which includes mortgage premiums of $10.0 million. The majority of our 2012 acquisitions were cash purchases, except for eight transactions that included the assumption of $110.5 million of mortgages payable. There was no contingent consideration associated with these acquisitions.
The properties acquired during 2012 generated total revenues of $23.9 million and income from continuing operations of $9.8 million.
The purchase price allocation for $106.4 million of the $1.16 billion invested by us in 2012 is based on a preliminary measurement of fair value that is subject to change. The allocation for these properties represents our current best estimate of fair value and we expect to finalize the valuations and complete the purchase price allocation in the first quarter of 2013.
In comparison, during 2011, Realty Income invested $1.02 billion in new real estate, including 164 new properties, and properties under development, with an initial weighted average contractual lease rate of 7.8%. These 164 new properties, and properties under development, are located in 26 states, contain over 6.2 million leasable square feet, and are 100% leased with an average lease term of 13.4 years. The tenants of the 164 properties acquired operate in 16 industries: aerospace, automotive collision services, beverages, drug store, equipment services, financial services, food processing, grocery stores, health and fitness, packaging, paper, restaurants – quick service, telecommunications, theaters, transportation services, and wholesale club.
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Acquisition transaction costs of $1.5 million were recorded to general and administrative expense on our consolidated statement of income for 2011.
The 2011 aggregate acquisitions were allocated as follows: $239.3 million to land, $645.0 million to buildings and improvements, $137.0 million to intangible assets and $5.1 million to intangible and assumed liabilities, which includes mortgage premiums of $820,000. The majority of our 2011 acquisitions were cash purchases, except for one that also included the assumption of $8.8 million in notes receivable and four that also included the assumption of $67.4 million of mortgages payable. There was no contingent consideration associated with these acquisitions.
B. Unaudited Pro Forma Information
The following pro forma total revenue and income from continuing operations, for 2012 and 2011, assumes all of our 2012 property acquisitions, and our acquisition of ARCT in January 2013, occurred on January 1, 2011 (in millions). This pro forma supplemental information does not include the impact of any synergies or lower borrowing costs that we have or may achieve as a result of the acquisitions or any strategies that management has or may consider in order to continue to efficiently manage our operations. Additionally, this information does not purport to be indicative of what our operating results would have been had the acquisitions occurred on January 1, 2011, and may not be indicative of future operating results. For purposes of calculating these pro-forma amounts, we assumed that the following transaction occurred on January 1, 2011: (1) the issuance of our $350 million of 2% notes due January 2018 and our $450 million of 3.25% notes due in October 2022, and (2) payment of the estimated merger-related costs of $19 million related to our acquisition of ARCT. Other than these items specified above, no material, non-recurring pro-forma adjustments were included in the calculation of this information.
Income from
continuing
operations
Supplemental pro forma for the year ended December 31, 2012
717.9
188.2
Supplemental pro forma for the year ended December 31, 2011
669.3
156.4
C. Properties With Existing Leases
Of the $1.16 billion Realty Income invested in 2012, approximately $552.5 million was used to acquire 129 properties with existing leases. Associated with these 129 properties, we recorded $98.6 million as the intangible value of the in-place leases, $8.5 million as the intangible value of above-market leases and $21.1 million as the intangible value of below-market leases. Of the $1.02 billion we invested in 2011, approximately $592.1 million was used to acquire 94 properties with existing leases. Associated with these 94 properties, we recorded $109.9 million as the intangible value of the in-place leases, $27.1 million as the intangible value of above-market leases and $3.5 million as the intangible value of below-market leases.
The value of the in-place and above-market leases is recorded to other assets, net, on our consolidated balance sheet, and the value of the below-market leases is recorded to other liabilities, net, on our consolidated balance sheet. The value of the in-place leases is amortized as depreciation and amortization expense. The amount amortized to expense for 2012 was $15.6 million, for 2011 was $8.3 million and for 2010 was $1.4 million. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be recorded to revenue or expense as appropriate.
The value of the above-market and below-market leases is amortized as rental revenue on our consolidated statements of income. All of these amounts are amortized over the expected lives of the respective leases. The amounts amortized as a net (decrease) increase to rental income for capitalized above-market and below-market leases for 2012 was $(1.8) million, for 2011 was $(1.1) million and for 2010 was $154,000.
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D. Crest
During 2012, Crest invested $890,000 in one property in the restaurant – casual industry, while Crest did not invest in any properties during 2011. At December 31, 2012, Crest owned four properties for $3.9 million, of which $3.0 million was classified as held for investment. At December 31, 2011, Crest owned three properties for $3.0 million. Additionally, Crest also held notes receivable of $18.9 million at December 31, 2012 and $19.0 million at December 31, 2011.
6. Notes Receivable
Of the $1.16 billion Realty Income invested in 2012, approximately $35.1 million was loaned in the form of a note receivable, which is secured by the properties on which the note receivable was placed. The note receivable is recorded to other assets, net, on our consolidated balance sheet as of December 31, 2012 and matures in March 2014. We receive monthly interest income on this note receivable at an interest rate of 7.6%. As part of the origination of the note receivable, we received a fee of $260,000, which is recorded in accounts payable and accrued expenses on our consolidated balance sheet as of December 31, 2012. This loan origination fee is being amortized to interest income over the remaining term of the note receivable, using a method that approximates the effective-interest method.
In 2011, Realty Income assumed a note receivable in conjunction with a property acquisition, which is secured by the property on which the note receivable was placed. This note receivable is recorded to other assets, net, on our consolidated balance sheets as of December 31, 2012 and 2011, and matures in December 2013. We receive interest income on this note receivable at an interest rate of 8.1%.
7. Credit Facility
In May 2012, we entered into a new $1 billion unsecured acquisition credit facility, which replaced our $425 million acquisition credit facility that was scheduled to expire in March 2014. The initial term of the new credit facility expires in May 2016 and includes, at our option, a one-year extension option. Under this new credit facility, our current investment grade credit ratings provide for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 1.075% with a facility commitment fee of 0.175%, for all-in drawn pricing of 1.25% over LIBOR. The borrowing rate is not subject to an interest rate floor or ceiling. We also have other interest rate options available to us. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation.
At December 31, 2012, we had a borrowing capacity of $842 million available on our credit facility (subject to customary conditions to borrowing) and an outstanding balance of $158 million, as compared to an outstanding balance of $237.4 million at December 31, 2011.
The average interest rate on outstanding borrowings under our credit facilities was 1.6% during 2012, 2.1% during 2011, and was 1.3% during 2010. At December 31, 2012, the effective interest rate was 1.3%. Our current and prior credit facilities are and were subject to various leverage and interest coverage ratio limitations. At December 31, 2012, we remain in compliance with these covenants.
8. Mortgages Payable
During 2012 and 2011, we assumed mortgages totaling $110.5 million and $67.4 million, respectively. These mortgages are secured by the properties on which the debt was placed. Although this mortgage debt is non-recourse, there are limited customary exceptions for items such as bankruptcy, misrepresentation, fraud, misapplication of payments, environmental liabilities, failure to pay taxes, insurance premiums, liens on the property, and uninsured losses. We expect to pay off the mortgages as soon as prepayment penalties and costs make it economically feasible to do so. We intend to continue our policy of primarily identifying property acquisitions that are free from mortgage indebtedness. In 2012, we repaid one mortgage in full for $10.7 million.
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During 2012, aggregate net premiums totaling $10.0 million were recorded upon assumption of the mortgages for above-market interest rates, as compared to net premiums totaling $820,000 recorded in 2011. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective notes, using a method that approximates the effective-interest method. These mortgages contain customary covenants, such as limiting our ability to further mortgage each applicable property or to discontinue insurance coverage, without the prior consent of the lender. At December 31, 2012, we remain in compliance with these covenants.
As a result of assuming these mortgages payable, we incurred deferred financing costs of $1.1 million during 2012 and $917,000 during 2011, which were classified as part of other assets, net, on our consolidated balance sheets. The balance of these deferred financing costs was $1.5 million at December 31, 2012, and $751,000 at December 31, 2011, which is being amortized over the remaining term of each mortgage.
The following is a summary of our mortgages payable as of December 31, 2012 and 2011, sorted by maturity date (dollars in thousands):
At December 31, 2012
Maturity Date(1)
Stated Interest Rate(2)
Effective Interest Rate
Remaining Principal Balance(1)
Amortized Premium (Discount) Balance
Mortgage Payable Balance
12/1/13
6.3%
11,987
172
12,159
12/28/13(3)
8.3%
4,510
4,270
9/1/14
11,509
196
11,705
6/10/15
4.7%
4.8%
23,625
(48)
23,577
1/10/16
3.7%
12,982
794
13,776
1/8/17
5.7%
6,883
454
7,337
2/8/17
5.8%
4.0%
29,510
1,829
31,339
6/6/17
10,150
1,201
11,351
10/1/20
4.2%
8,765
907
9,672
9/3/21(4)
2.6%
8,359
(771)
7,588
7/8/22
6.4%
29,308
4,675
33,983
4/1/25
6.9%
4,069
532
4,601
165,927
9,941
At December 31, 2011
5/6/12
5.9%
5.2%
10,664
10,690
12,410
314
12,724
11,671
359
12,030
(68)
23,557
67,150
631
(1) The mortgages require monthly payments, with a principal payment due at maturity.
(2) The mortgages are at fixed interest rates, except for: (1) the mortgage maturing on June 10, 2015 with a floating variable interest rate calculated as the sum of the current 1 month LIBOR plus 4.5%, not to exceed an all-in interest rate of 5.5%, and (2) the mortgage maturing on September 3, 2021 with a floating interest rate calculated as the sum of the current 1 month LIBOR plus 2.4%.
(3) As part of the assumption of these mortgages payable related to our 2011 acquisitions, we also acquired an $8.8 million note receivable, upon which we will receive interest income at a stated rate of 8.14% through December 28, 2013.
(4) As part of the assumption of this mortgage payable related to our 2012 acquisitions, we also acquired an interest rate swap which essentially fixes the interest rate on this mortgage payable at 6.0%.
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9. Notes Payable
A. General
Our senior unsecured notes and bonds consisted of the following, sorted by maturity date (dollars in millions):
2.0% notes, issued in October 2012 and due in January 2018
1,750
The following table summarizes the maturity of our notes and bonds payable as of December 31, 2012 (dollars in millions):
Year of Maturity
Notes and Bonds
1,850
Interest incurred on all of the notes and bonds was $110.4 million for 2012, $101.5 million for 2011 and $89.7 million for 2010. The interest rate on each of these notes and bonds is fixed.
Our outstanding notes and bonds are unsecured; accordingly, we have not pledged any assets as collateral for these or any other obligations. Interest on all of the senior note and bond obligations is paid semiannually.
All of these notes and bonds contain various covenants, including: (i) a limitation on incurrence of any debt which would cause our debt to total adjusted assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause our secured debt to total adjusted assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of our outstanding unsecured debt. At December 31, 2012, we remain in compliance with these covenants.
B. Note Issuances
In October 2012, we issued $350 million in aggregate principal amount of 2.00% senior unsecured notes due January 2018, or the 2018 Notes, and $450 million in aggregate principal amount of 3.25% senior unsecured notes due October 2022, or the 2022 Notes. The price to the investors for the 2018 Notes was 99.910% of the principal amount for an effective yield of 2.017% per annum. The price to the investors for the 2022 Notes was 99.382% of the principal amount for an effective yield of 3.323% per annum. The total net proceeds of approximately $790.1 million from these offerings were used to repay all outstanding borrowings under our acquisition credit facility, and the remaining proceeds were used for general corporate purposes, including additional property acquisitions. Interest is paid semiannually on both the 2018 and 2022 Notes.
In June 2010, we issued $250 million in aggregate principal amount of 5.75% senior unsecured notes due January 2021, or the 2021 Notes. The price to the investor for the 2021 Notes was 99.404% of the principal amount for an effective yield of 5.826% per annum. The net proceeds of $246.1 million from this offering were used to repay borrowings under our acquisition credit facility, which were incurred to fund property acquisitions. Interest is paid semiannually on the 2021 Notes.
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C. Re-opening of Unsecured Bonds due 2035
In June 2011, we re-opened our 5.875% senior unsecured bonds due 2035, or the 2035 Bonds, and issued $150 million in aggregate principal amount of these 2035 Bonds. The public offering price for the additional 2035 Bonds was 94.578% of the principal amount for an effective yield of 6.318% per annum. Those 2035 Bonds constituted an additional issuance of, and a single series with, the $100 million in aggregate principal amount of the 2035 Bonds that we issued in March 2005. The net proceeds of $140.1 million were used to fund property acquisitions. Interest is paid semiannually on the 2035 Bonds.
10. Issuance and Redemption of Preferred Stock
A. In 2004, we issued 5.1 million shares of 7.375% Monthly Income Class D Cumulative Redeemable Preferred stock. In March 2012, we redeemed all of the 5.1 million shares of our 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock for $25.00 per share, plus accrued dividends. We incurred a charge of $3.7 million, representing the Class D preferred stock original issuance costs that we paid in 2004. In 2012, we paid dividends to holders of our Class D preferred stock totaling $0.3841147 per share, or $2.0 million. During 2011 and 2010, we paid twelve monthly dividends to holders of our Class D preferred stock totaling $1.8437508 per share, or $9.4 million.
B. In 2006, we issued 8.8 million shares of 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock. Since December 2011, the Class E preferred shares are redeemable at our option, for $25.00 per share. During 2012, 2011 and 2010, we paid twelve monthly dividends to holders of our Class E preferred stock totaling $1.6875 per share, or $14.9 million, and at December 31, 2012, a monthly dividend of $0.140625 per share was payable and was paid in January 2013.
C. In February 2012, we issued 14.95 million shares of our 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock at a price of $25.00 per share, including 1.95 million shares purchased by the underwriters upon the exercise of their overallotment option. In April 2012, we issued an additional 1.4 million shares of our Class F preferred stock at a price of $25.2863 per share. After aggregate underwriting discounts and other offering costs totaling $13.8 million, we received total net proceeds of $395.4 million for the February and April offerings combined, of which $127.5 million was used to redeem all of our outstanding 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock and the balance was used to repay a portion of the borrowings under our credit facility. Beginning February 15, 2017, the Class F preferred shares are redeemable at our option, for $25.00 per share. The initial dividend of $0.1702257 per share was paid on March 15, 2012 and covered 37 days. Thereafter, dividends of $0.138021 per share will be paid monthly in arrears on the Class F preferred stock. During 2012, we paid ten monthly dividends to holders of our Class F preferred stock totaling $1.4124147, or $22.6 million, and at December 31, 2012, a monthly dividend of $0.138021 per share was payable and was paid in January 2013.
We are current in our obligations to pay dividends on our Class E and Class F preferred stock.
11. Issuance of Common Stock
In September 2011, we issued 6,300,000 shares of common stock at a price of $34.00 per share. After underwriting discounts and other offering costs of $10.6 million, the net proceeds of $203.6 million were used to repay borrowings under our acquisition credit facility, which were used to fund property acquisitions.
In March 2011, we issued 8,625,000 shares of common stock at a price of $34.81 per share. After underwriting discounts and other offering costs of $14.6 million, the net proceeds of $285.6 million were used to fund property acquisitions.
In December 2010, we issued 7,360,000 shares of common stock at a price of $33.70 per share. The net proceeds of $235.7 million were used to repay borrowings of $179.8 million under our acquisition credit facility and to fund property acquisitions during December 2010. The remaining net proceeds were used for general corporate purposes and working capital.
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In September 2010, we issued 6,198,500 shares of common stock at a price of $33.40 per share. The net proceeds of $196.9 million were used to repay borrowings of $49.7 million under our acquisition credit facility and to fund $126.5 million of property acquisitions during October 2010. The remaining net proceeds were used for general corporate purposes and working capital.
12. Distributions Paid and Payable
A. Common Stock
We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid per common share for the years:
Month
January
$ 0.1455000
$ 0.1442500
$ 0.1430000
February
0.1455000
0.1442500
0.1430000
March
April
0.1458125
0.1445625
0.1433125
May
June
July
0.1461250
0.1448750
0.1436250
August
September
0.1511250
October
0.1514375
0.1451875
0.1439375
November
December
$ 1.7716250
$ 1.7366250
$ 1.7216250
The following presents the federal income tax characterization of distributions paid or deemed to be paid per common share for the years:
Ordinary income
$ 1.3367481
$ 1.3787863
$ 1.2598879
Nontaxable distributions
0.4348769
0.3578387
0.4617371
At December 31, 2012, a distribution of $0.15175 per common share was payable and was paid in January 2013. At December 31, 2011, a distribution of $0.1455 per common share was payable and was paid in January 2012.
B. Class D Preferred Stock
Prior to the redemption of the Class D Preferred Stock in March 2012, dividends of $0.1536459 per share were paid monthly in arrears on the Class D preferred stock. We declared dividends to holders of our Class D preferred stock totaling $2.0 million in 2012 and $9.4 million in 2011 and 2010. For 2012, 2011 and 2010, dividends paid per share in the amounts of $0.3841147, $1.8437508, and $1.8437508, respectively, were characterized as ordinary income for federal income tax purposes.
C. Class E Preferred Stock
Dividends of $0.140625 per share are paid monthly in arrears on the Class E preferred stock. We declared dividends to holders of our Class E preferred stock totaling $14.9 million in 2012, 2011 and 2010. For 2012, 2011 and 2010, dividends paid per share in the amount of $1.6875 were characterized as ordinary income for federal income tax purposes.
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D. Class F Preferred Stock
Dividends of $0.138021 per share are paid monthly in arrears on the Class F preferred stock. We declared dividends to holders of our Class F preferred stock totaling $22.6 million in 2012. For 2012, the dividends paid per share of $1.4124147 to our Class F preferred stockholders were characterized as ordinary income for federal income tax purposes.
13. Operating Leases
A. At December 31, 2012, we owned 3,013 properties in 49 states, plus an additional four properties owned by Crest. Of the 3,013 properties, 2,996, or 99.4%, are single-tenant properties, and the remaining 17 are multi-tenant properties. At December 31, 2012, 84 properties were vacant and available for lease or sale.
Substantially all leases are net leases where the tenant pays property taxes and assessments, maintains the interior and exterior of the building and leased premises, and carries insurance coverage for public liability, property damage, fire and extended coverage.
Rent based on a percentage of a tenants’ gross sales (percentage rents) was $2.1 million for 2012 and $1.4 million for 2011 and 2010, including amounts recorded to discontinued operations of $124,000 in 2012, $60,000 in 2011 and $104,000 in 2010.
At December 31, 2012, minimum future annual rents to be received on the operating leases for the next five years and thereafter are as follows (dollars in thousands):
526,616
512,274
497,075
483,389
464,982
3,399,120
5,883,456
B. Major Tenants - No individual tenant’s rental revenue, including percentage rents, represented more than 10% of our total revenue for each of the years ended December 31, 2012, 2011 or 2010.
14. Gain on Sales of Investment Properties
During 2011, we sold 26 investment properties for $22.0 million, which resulted in a gain of $5.2 million. The results of operations for these properties have been reclassified as discontinued operations for all periods presented. Additionally, we sold excess real estate from five properties for $2.1 million, which resulted in a gain of $540,000. This gain is included in other revenue on our consolidated statement of income for 2011, because this excess real estate was associated with properties that continue to be owned as part of our core operations.
During 2012, 2011 and 2010, Crest did not sell any properties.
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15. Fair Value of Financial Instruments
Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure for assets and liabilities measured at fair value requires allocation to a three-level valuation hierarchy. This valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
We believe that the carrying values reflected in our consolidated balance sheets reasonably approximate the fair values for cash and cash equivalents, accounts receivable, escrow deposits, loans receivable, lines of credit payable and all other liabilities, due to their short-term nature or interest rates and terms that are consistent with market, except for our notes receivable issued in connection with property sales or acquired in connection with an acquisition, mortgages payable and our senior notes and bonds payable, which are disclosed below (dollars in millions):
Carrying value per
Estimated fair
balance sheet
value
18.9
20.1
Note receivable issued in connection with an acquisition
Mortgages payable assumed in connection with acquisitions
175.9
176.7
2,550.0
2,827.1
19.0
19.6
67.8
68.2
1,750.0
1,901.9
The estimated fair values of our notes receivable issued in connection with property sales or acquired in connection with an acquisition, and our mortgages payable have been calculated by discounting the future cash flows using an interest rate based upon the current 5-year, 7-year or 10-year Treasury yield curve, plus an applicable credit-adjusted spread. Because this methodology includes unobservable inputs that reflect our own internal assumptions and calculations, the measurement of estimated fair values related to our notes receivable and mortgages payable is categorized as level 3 on the three-level valuation hierarchy.
The estimated fair values of our senior notes and bonds payable is based upon indicative market prices and recent trading activity of our senior notes and bonds payable. Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to our notes and bonds payable is categorized as level 2 on the three-level valuation hierarchy.
16. Supplemental Disclosures of Cash Flow Information
Interest paid was $112.5 million in 2012, $102.0 million in 2011 and $82.6 million in 2010.
Interest capitalized to properties under development was $498,000 in 2012, $438,000 in 2011 and $10,000 in 2010.
Income taxes paid were $1.0 million in 2012, $871,000 in 2011 and $907,000 in 2010.
The following non-cash investing and financing activities are included in the accompanying consolidated financial statements:
A. Share-based compensation expense was $10.0 million for 2012, $7.9 million for 2011 and $6.2 million for 2010.
B. See “Provisions for Impairment” in note 2 for a discussion of provisions for impairments recorded by Realty Income and Crest.
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C. For eight properties we acquired during 2012, we assumed $110.5 million of mortgages payable to third-party lenders and recorded $10.0 million of net premiums. See note 8 for a discussion of these transactions.
D. For four properties we acquired during 2011, we assumed $67.4 million of mortgages payable to third-party lenders and recorded $820,000 of net premiums. Additionally, we assumed an $8.8 million note receivable. See note 8 for a discussion of these transactions.
E. In 2010, we recorded a $799,000 receivable for the sale of an investment property as a result of an eminent domain action. We received cash for this eminent domain action in 2012. The $799,000 receivable is included in other assets, net, on our consolidated balance sheet at December 31, 2011.
F. In 2010, we recorded a $600,000 receivable for the sale of excess land, which was included on our consolidated balance sheet at that time. We received cash for this excess land in 2011.
G. In accordance with our policy, we recorded increases to our estimated legal obligations related to asset retirement obligations on two land leases in the following amounts: $31,000 in 2012, $152,000 in 2011 and $82,000 in 2010. These asset retirement obligations account for the difference between our obligations to the landlord under the two land leases and our subtenant’s obligations to us under the subleases.
H. Accrued costs on properties under development resulted in an increase in buildings and improvements and accounts payable of $3.8 million at December 31, 2012 and $3.7 million at December 31, 2011.
17. Employee Benefit Plan
We have a 401(k) plan covering substantially all of our employees. Under our 401(k) plan, employees may elect to make contributions to the plan up to a maximum of 60% of their compensation, subject to limits under the Code. We match 50% of our employee’s contributions, up to 3% of the employee’s compensation. Our aggregate matching contributions each year have been immaterial to our results of operations.
18. Common Stock Incentive Plan
In March 2012, our Board of Directors adopted, and in May 2012, our stockholders approved the Realty Income Corporation 2012 Incentive Award Plan, or the 2012 Plan, to enable us to motivate, attract and retain the services of directors, employees and consultants considered essential to our long-term success. The 2012 Plan offers our directors, employees and consultants an opportunity to own stock in Realty Income or rights that will reflect our growth, development and financial success. Under the terms of the 2012 plan, the aggregate number of shares of our common stock subject to options, restricted stock, stock appreciation rights, or SARs, restricted stock units and other awards, will be no more than 3,985,734 shares. The 2012 Plan, which has a term of 10 years from the date it was adopted by our Board of Directors, replaced the 2003 Incentive Award Plan of Realty Income Corporation (as amended and restated February 21, 2006), or the 2003 Plan, which was set to expire in March 2013. No further awards will be granted under the 2003 Plan. The disclosures below incorporate activity for both the 2003 Plan and the 2012 Plan.
The amount of share-based compensation costs recognized in general and administrative expense on our consolidated statements of income was $10.0 million during 2012, was $7.9 million during 2011 and was $6.2 million during 2010.
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The following table summarizes our common stock grant activity under our 2003 Plan and 2012 Plan, or the Incentive Award Plans. Our common stock grants vest over periods ranging from immediately to 10 years.
Number of shares
Weighted average price(1)
Outstanding nonvested shares, beginning of year
925,526
$ 20.21
924,294
$ 19.69
853,234
$ 19.14
Shares granted
261,811
35.06
247,214
33.94
278,200
28.99
Shares vested
(290,877)
27.47
(245,487)
25.26
(206,153)
23.70
Shares forfeited
(910)
31.67
(495)
31.37
(987)
26.03
Outstanding nonvested shares, end of year
895,550
$ 19.94
(1) Grant date fair value.
During 2012, we issued 261,811 shares of common stock under our Incentive Award Plans. These shares vest over the following service periods: 26,484 vested immediately, 68,600 vest over a service period of two years, 16,000 vest over a service period of three years and 150,727 vest over a service period of five years.
The vesting schedule for shares granted to non-employee directors is as follows:
– For directors with less than six years of service at the date of grant, shares vest in 33.33% increments on each of the first three anniversaries of the date the shares of stock are granted;
– For directors with six years of service at the date of grant, shares vest in 50% increments on each of the first two anniversaries of the date the shares of stock are granted;
– For directors with seven years of service at the date of grant, shares are 100% vested on the first anniversary of the date the shares of stock are granted; and
– For directors with eight or more years of service at the date of grant, there is immediate vesting as of the date the shares of stock are granted.
The vesting schedule for shares granted to employees is as follows:
– For employees age 55 and below at the grant date, shares vest in 20% increments on each of the first five anniversaries of the grant date;
– For employees age 56 at the grant date, shares vest in 25% increments on each of the first four anniversaries of the grant date;
– For employees age 57 at the grant date, shares vest in 33.33% increments on each of the first three anniversaries of the grant date;
– For employees age 58 at the grant date, shares vest in 50% increments on each of the first two anniversaries of the grant date;
– For employees age 59 at the grant date, shares are 100% vested on the first anniversary of the grant date; and
– For employees age 60 and above at the grant date, shares vest immediately on the grant date.
After they have been employed for six full months, all non-executive employees receive 200 shares of nonvested stock which vests over a five year period. Additionally, depending on certain company performance metrics, non-executive employees may receive grants of nonvested stock which vests over a five year period.
As of December 31, 2012, the remaining unamortized share-based compensation expense totaled $17.9 million, which is being amortized on a straight-line basis over the service period of each applicable award. The amount of share-based compensation is based on the fair value of the stock at the grant date. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key terms and condition of the award, and the recipient of the grant begins to benefit from, or be adversely affected by, subsequent changes in the price of the shares.
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Due to a historically low turnover rate, we do not estimate a forfeiture rate for our nonvested shares. Accordingly, unexpected forfeitures will lower share-based compensation expense during the applicable period. Under the terms of our Incentive Award Plans, we pay non-refundable dividends to the holders of our nonvested shares. Applicable accounting guidance requires that the dividends paid to holders of these nonvested shares be charged as compensation expense to the extent that they relate to nonvested shares that do not or are not expected to vest. However, since we do not estimate forfeitures given our historical trends, we did not record any amount to compensation expense related to dividends paid in 2012, 2011 or 2010.
As of December 31, 2012 and 2011, there were no remaining stock options outstanding. All outstanding options were fully vested as of December 31, 2006. Stock options, none of which were granted after January 1, 2002, were granted with an exercise price equal to the underlying stock’s fair value at the date of grant.
The following table summarizes our stock option activity for the years:
Weighted average exercise price
Outstanding options, beginning of year
2,454
$14.70
5,846
Options exercised
(2,454)
14.70
(3,392)
Outstanding and exercisable options, end of year
The intrinsic value of a stock option is the amount by which the market value of the underlying stock at December 31 of each year exceeds the exercise price of the option. The market value of our stock was $34.20 at December 31, 2010. The total intrinsic value of options exercised during the years ended December 31, 2011 and 2010 was $48,000 and $61,000, respectively. The aggregate intrinsic value of options outstanding and exercisable was $48,000 at December 31, 2010.
19. Dividend Reinvestment and Stock Purchase Plan
In March 2011, we established a Dividend Reinvestment and Stock Purchase Plan, or the DSPP, to provide our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions. The DSPP also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. The DSPP authorizes up to 6,000,000 common shares to be issued. During 2012, we issued 55,598 shares and raised approximately $2.2 million under the DSPP. During 2011, we issued 59,605 shares and raised approximately $2.0 million under the DSPP. From the inception of the DSPP through December 31, 2012, we have issued 115,203 shares and raised approximately $4.2 million.
20. Segment Information
We evaluate performance and make resource allocation decisions on an industry by industry basis. For financial reporting purposes, we have grouped our tenants into 45 activity segments. All of the properties are incorporated into one of the applicable segments. Because almost all of our leases require the tenant to pay operating expenses, revenue is the only component of segment profit and loss we measure.
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The following tables set forth certain information regarding the properties owned by us, classified according to the business of the respective tenants, as of December 31, 2012 (dollars in thousands):
Assets, as of December 31:
Segment net real estate:
96,830
99,974
184,601
191,797
310,555
314,832
61,747
66,213
670,103
690,246
450,566
1,327
159,482
154,015
Food Processing
102,964
52,349
219,216
224,893
330,503
293,624
450,182
469,025
251,084
277,648
77,737
80,351
381,123
383,452
130,203
107,632
308,202
154,964
29 non-reportable segments
857,039
597,666
Total segment net real estate
Intangible assets:
470
529
3,313
3,571
12,475
14,885
14,422
21,785
15,899
5,650
6,096
15,056
1,566
3,464
4,037
4,862
5,324
28,475
31,162
27,997
28,944
Other - non-reportable segments
103,693
41,786
Goodwill:
471
472
865
866
5,276
5,353
2,064
2,073
2,430
2,461
1,176
1,318
Other - non reportable segments
4,663
Other corporate assets
142,156
88,839
5,443,363
4,419,389
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For the years ended December 31,
Segment rental revenue:
14,961
15,168
15,308
22,604
22,595
22,345
24,553
23,458
10,292
21,342
21,508
21,487
77,905
77,481
58,514
10,324
16,594
15,809
6,213
2,953
17,836
7,149
3,204
32,782
26,769
23,730
34,510
44,632
44,649
28,109
24,671
23,565
11,798
11,176
45,073
36,812
30,634
11,516
7,586
750
15,217
3,059
82,404
67,671
55,053
Total rental revenue
473,741
408,640
332,780
21. Commitments and Contingencies
In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations.
At December 31, 2012, we had contingent payments of $944,000 for tenant improvements and leasing costs. In addition, as of December 31, 2012, we had committed $16.0 million under construction contracts, which is expected to be paid in the next twelve months.
We have certain properties that are subject to ground leases which are accounted for as operating leases. At December 31, 2012, minimum future rental payments for the next five years and thereafter are as follows (dollars in thousands):
Ground Leases Paid by Realty Income (1)
Ground Leases Paid by Our Tenants (2)
$ 181
$ 4,249
$ 4,430
189
4,111
4,300
191
4,074
4,265
201
4,038
4,239
210
3,944
4,154
48,769
49,193
$ 1,396
$ 69,185
$ 70,581
(1) Realty Income currently pays the ground lessors directly for the rent under the ground leases.
(2) Our tenants, who are generally sub-tenants under the ground leases, are responsible for paying the rent under these ground leases. In the event a tenant fails to pay the ground lease rent, we are primarily responsible.
22. Subsequent Events
In January 2013 and February 2013, we declared the following dividends, which will be paid in February 2013 and March 2013, respectively:
- $0.1809167 per share to our common stockholders;
- $0.140625 per share to our Class E preferred stockholders; and
- $0.138021 per share to our Class F preferred stockholders.
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Our stockholders and ARCT stockholders approved our acquisition of ARCT at special meetings of common stockholders on January 16, 2013. The acquisition of ARCT was completed on January 22, 2013. See note 4 for additional information.
In conjunction with our acquisition of ARCT, we assumed approximately $516.3 million of mortgages payable, which are secured by the properties on which the debt was placed. Of this amount, approximately $495.1 million is considered non-recourse with limited customary exceptions for items such as bankruptcy, misrepresentation, fraud, misapplication of payments, environmental liabilities, failure to pay taxes, insurance premiums, liens on the property, and uninsured losses. Approximately $6.6 million of the assumed mortgage debt from ARCT has full recourse to Realty Income and the remaining $14.6 million of the assumed debt is not guaranteed by Realty Income.
In January 2013, in conjunction with our acquisition of ARCT, we entered into a $70 million senior unsecured term loan maturing January 21, 2018. Borrowing under the term loan bears interest at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 1.20%. In conjunction with this term loan, we also acquired an interest rate swap which essentially fixes our per annum interest rate on the term loan at 2.15%.
CONSOLIDATED QUARTERLY FINANCIAL DATA
First
Second
Third
Fourth
Quarter
Year(2)
$ 112,639
$ 114,023
$ 118,710
$ 130,139
$ 475,510
Depreciation and amortization expense
34,686
35,046
37,552
42,313
28,952
28,806
29,720
35,065
Other expenses
11,745
11,437
16,902
17,315
57,400
37,256
38,734
34,536
35,446
2,007
4,673
2,922
3,578
39,263
43,407
37,458
39,024
26,071
32,950
26,976
28,542
Net income per common share: Basic and diluted
0.20
0.25
0.21
Dividends paid per common share
0.4365000
0.4374375
0.4433750
0.4543125
1.7716250
2011(1)
$ 94,703
$ 99,102
$ 104,692
$ 111,755
$ 410,252
25,878
28,168
31,114
33,714
25,122
25,647
28,550
28,983
9,632
9,653
8,897
10,270
38,452
34,071
35,634
36,131
38,788
1,928
3,614
4,649
2,216
35,999
39,248
40,780
41,004
29,936
33,185
34,717
34,941
0.26
0.27
0.4327500
0.4336875
0.4346250
0.4355625
1.7366250
(1) The consolidated quarterly financial data includes revenues and expenses from our continuing and discontinued operations. The results of operations related to certain properties, classified as held for sale or disposed of, have been reclassified to income from discontinued operations. Therefore, some of the information may not agree to our previously filed 10-Qs.
(2) Amounts for each period are calculated independently. The sum of the quarters may differ from the annual amount.
Item 9: Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
We have had no disagreements with our independent registered public accounting firm on accounting matters or financial disclosure, nor have we changed accountants in the two most recent fiscal years.
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Item 9A: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of and for the year ended December 31, 2012, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and were operating at a reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
Management has used the framework set forth in the report entitled “Internal Control–Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of the end of the most recent fiscal year. KPMG LLP has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.
Submitted on February 14, 2013 by,
Thomas A Lewis, Chief Executive Officer and Vice Chairman
Paul M. Meurer, Chief Financial Officer, Executive Vice President and Treasurer
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Changes in Internal Controls
There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2012 that have materially affected, or are reasonably likely to material affect, our internal control over financial reporting. As of December 31, 2012, there were no material weaknesses in our internal controls, and therefore, no corrective actions were taken.
Limitations on the Effectiveness of Controls
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Item 9B: Other Information
Item 10: Directors, Executive Officers and Corporate Governance
The information required by this item is set forth under the captions “Board of Directors” and “Executive Officers of the Company” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference. The Annual Meeting of Stockholders is presently scheduled to be held on May 7, 2013.
Item 11: Executive Compensation
The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 13: Certain Relationships, Related Transactions and Director Independence
The information required by this item is set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 14: Principal Accounting Fees and Services
The information required by this item is set forth under the caption “Independent Registered Public Accounting Firm Fees and Services” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
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Item 15: Exhibits and Financial Statement Schedules
A. The following documents are filed as part of this report.
1. Financial Statements (see Item 8)
a. Reports of Independent Registered Public Accounting Firm
b. Consolidated Balance Sheets,
c. Consolidated Statements of Income,
d. Consolidated Statements of Stockholders’ Equity,
e. Consolidated Statements of Cash Flows,
f. Notes to Consolidated Financial Statements
g. Consolidated Quarterly Financial Data,
2. Financial Statement Schedule. Reference is made to page F-1 of this report for Schedule III Real Estate and Accumulated Depreciation (electronically filed with the Securities and Exchange Commission).
Schedules not Filed: All schedules, other than those indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes.
3. Exhibits
Articles of Incorporation and By-Laws
Exhibit No.
Description
Agreement and Plan of Merger, dated as of September 6, 2012, by and among Realty Income Corporation, Tau Acquisition LLC and American Realty Capital Trust, Inc. (filed as exhibit 2.1 to the Company’s Form 8-K, filed on September 6, 2012 and incorporated herein by reference).
First Amendment to Agreement and Plan of Merger, dated as of January 6, 2013, by and among Realty Income Corporation, Tau Acquisition LLC and American Realty Capital Trust, Inc. (filed as exhibit 2.1 to the Company’s Form 8-K, filed on January 7, 2013 and incorporated herein by reference).
Articles of Incorporation of the Company, as amended by amendment No. 1 dated May 10, 2005 and amendment No. 2 dated May 10, 2005 (filed as exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference), amendment No. 3 dated July 29, 2011 (filed as exhibit 3.1 to the Company’s Form 8-K, filed on August 2, 2011 and incorporated herein by reference); and amendment No. 4 dated June 21, 2012 (filed as exhibit 3.1 to the Company’s Form 8-K, filed on June 21, 2012 and incorporated herein by reference).
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Amended and Restated Bylaws of the Company dated December 12, 2007 (filed as exhibit 3.1 to the Company’s Form 8-K, filed on December 13, 2007 and incorporated herein by reference), as amended on May 13, 2008 (amendment filed as exhibit 3.1 to the Company’s Form 8-K, filed on May 14, 2008 and incorporated herein by reference), February 7, 2012 (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 13, 2012 and incorporated herein by reference) and February 21, 2012 (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 22, 2012 and incorporated herein by reference).
Articles Supplementary to the Articles of Incorporation of the Company classifying and designating the 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock, dated November 30, 2006 (filed as exhibit 3.5 to the Company’s Form 8-A, filed on December 5, 2006 and incorporated herein by reference).
Articles Supplementary to the Articles of Incorporation of the Company classifying and designating the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated February 3, 2012 (the “First Class F Articles Supplementary”) (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 3, 2012 and incorporated herein by reference).
Certificate of Correction to the First Class F Articles Supplementary, dated April 11, 2012 (filed as exhibit 3.2 to the Company’s Form 8-K, filed on April 17, 2012 and incorporated herein by reference).
Articles Supplementary to the Articles of Incorporation of the Company classifying and designating additional shares of the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated April 17, 2012 (filed as exhibit 3.3 to the Company’s Form 8-K, filed on April 17, 2012 and incorporated herein by reference).
Instruments defining the rights of security holders, including indentures
Indenture dated as of October 28, 1998 between the Company and The Bank of New York (filed as exhibit 4.1 to the Company’s Form 8-K, filed on October 28, 1998 and incorporated herein by reference).
Form of 5.375% Senior Notes due 2013 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 7, 2003 and incorporated herein by reference).
Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York, as Trustee, establishing a series of securities entitled 5.375% Senior Notes due 2013 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 7, 2003 and incorporated herein by reference).
Form of 5.50% Senior Notes due 2015 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on November 24, 2003 and incorporated herein by reference).
Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York, as Trustee, establishing a series of securities entitled 5.50% Senior Notes due 2015 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on November 24, 2003 and incorporated herein by reference).
Form of 5.875% Senior Notes due 2035 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 11, 2005 and incorporated herein by reference).
Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York, as Trustee, establishing a series of securities entitled 5.875% Senior Debentures due 2035 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 11, 2005 and incorporated herein by reference).
-85-
Form of 5.375% Senior Notes due 2017 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on September 16, 2005 and incorporated herein by reference).
4.9
Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York, as Trustee, establishing a series of securities entitled 5.375% Senior Notes due 2017 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on September 16, 2005 and incorporated herein by reference).
4.10
Form of 5.95% Senior Notes due 2016 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on September 18, 2006 and incorporated herein by reference).
4.11
Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York, as Trustee, establishing a series of securities entitled 5.95% Senior Notes due 2016 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on September 18, 2006 and incorporated herein by reference).
4.12
Form of 6.75% Notes due 2019 (filed as exhibit 4.2 to Company’s Form 8-K, filed on September 5, 2007 and incorporated herein by reference).
4.13
Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Trust Company, N.A., as Trustee, establishing a series of securities entitled 6.75% Senior Notes due 2019 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on September 5, 2007 and incorporated herein by reference).
4.14
Form of 5.750% Notes due 2021 (filed as exhibit 4.2 to Company’s Form 8-K, filed on June 29, 2010 and incorporated herein by reference).
4.15
Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as Successor Trustee, establishing a series of securities entitled 5.750% Notes due 2021 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on June 29, 2010 and incorporated herein by reference).
4.16
Form of Common Stock Certificate (filed as exhibit 4.16 to the Company’s Form 10-Q for the quarter ended September 30, 2011 and incorporated herein by reference).
4.17
Form of Preferred Stock Certificate representing the 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company’s Form 8-A, filed on December 5, 2006 and incorporated herein by reference).
4.18
Form of Preferred Stock Certificate representing the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company’s Form 8-K, filed on February 3, 2012 and incorporated herein by reference).
4.19
Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “2.000% Notes due 2018” and establishing a series of securities entitled “3.250% Notes due 2022” (filed as exhibit 4.4 to the Company’s Form 8-K, filed on October 10, 2012 and incorporated herein by reference).
4.20
Form of 2.000% Note due 2018 (filed as exhibit 4.2 to Company’s Form 8-K, filed on October 10, 2012 and incorporated herein by reference).
-86-
4.21
Form of 3.250% Note due 2022 (filed as exhibit 4.3 to Company’s Form 8-K, filed on October 10, 2012 and incorporated herein by reference).
Material Contracts
10.1
Form indemnification agreement between the Company and each executive officer and each director of the Board of Directors of the Company (filed as exhibit 10.1 to the Company’s Form 8-K, filed on May 4, 2011 and dated May 3, 2011 and incorporated herein by reference).
10.2
1994 Stock Option and Incentive Plan (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (registration number 33-95708), dated August 11, 1995 and incorporated herein by reference).
First Amendment to the 1994 Stock Option and Incentive Plan, dated June 12, 1997 (filed as Exhibit 10.9 to the Company’s Form 8-B, filed on July 29, 1997 and incorporated herein by reference).
Second Amendment to the 1994 Stock Option and Incentive Plan, dated December 16, 1997 (filed as Exhibit 10.9 to the Company’s Form 10-K for the year ended December 31, 1997 and incorporated herein by reference).
Management Incentive Plan (filed as Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 1997 and incorporated herein by reference).
10.6
Form of Nonqualified Stock Option Agreement for Independent Directors (filed as Exhibit 10.11 to the Company’s Form 10-K for the year ended December 31, 1997 and incorporated herein by reference).
10.7
Form of Restricted Stock Agreement between the Company and Executive Officers under the 2003 Stock Incentive Award Plan of Realty Income Corporation (filed as exhibit 10.11 to the Company’s Form 8-K, filed on January 6, 2005 and dated January 1, 2005 and incorporated herein by reference).
10.8
2003 Stock Incentive Award Plan of Realty Income Corporation, as amended and restated February 21, 2006 (filed as exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
Amendment dated May 15, 2007 to the Amended and Restated 2003 Stock Incentive Award Plan of Realty Income Corporation (filed as exhibit 10.1 to the Company’s Form 10-Q, for the quarter ended June 30, 2007 and incorporated herein by reference).
10.10
Form of Restricted Stock Agreement under the 2003 Stock Incentive Award Plan of Realty Income Corporation (filed as exhibit 10.2 to the Company’s Form 10-Q, for the quarter ended June 30, 2007 and incorporated herein by reference).
10.11
Amended and Restated Form of Employment Agreement between the Company and its Executive Officers (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 7, 2010 and dated January 5, 2010 and incorporated herein by reference).
10.12
Form of Restricted Stock Agreement for John P. Case (filed as exhibit 10.1 to the Company’s Form 10-Q, for the quarter ended March 31, 2010 and incorporated herein by reference).
10.13
Credit Agreement dated December 13, 2010 (filed as exhibit 10.1 to the Company’s Form 8-K, filed on December 13, 2010 and incorporated herein by reference).
10.14
Dividend Reinvestment and Stock Purchase Plan (filed as Company’s Registration Statement 333-158169 on Form 424B5, filed on and dated March 23, 2011 and incorporated herein by reference).
-87-
10.15
The First Amendment to Credit Agreement among the Company, as Borrower, each of the Lenders party thereto (as defined in the original Credit Agreement, dated December 13, 2010), and Wells Fargo Bank, National Association (filed as exhibit 10.1 to the Company’s Form 8-K, filed on March 29, 2011 and dated March 25, 2011 and incorporated herein by reference).
10.16
Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)5) under the Securities Act of 1933, as amended, on March 22, 2012, as a prospectus supplement to the Company’s prospectus dated March 2, 2012 (File No. 333-179872) and incorporated herein by reference).
10.17
Realty Income Corporation 2012 Incentive Award Plan (filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed on March 30, 2012 and incorporated herein by reference).
10.18
Amended and Restated Credit Agreement dated May 10, 2012 (filed as exhibit 10.1 to the Company’s Form 8-K, filed on May 11, 2012 and incorporated herein by reference).
10.19
Form of Restricted Stock Agreement for Employees under the Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 8, 2013 and incorporated herein by reference).
10.20
Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.2 to the Company’s Form 8-K, filed on January 8, 2013 and incorporated herein by reference).
10.21
Term Loan Agreement, dated as of January 22, 2013, by and among Tau Operating Partnership, L.P. and Lenders (as defined therein) (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 22, 2013 and incorporated herein by reference).
Statement of Ratios
*12.1
Statements re computation of ratios.
Subsidiaries of the Registrant
*21.1
Subsidiaries of the Company as of February 14, 2013.
Consents of Experts and Counsel
*23.1
Consent of Independent Registered Public Accounting Firm.
Certifications
*31.1
Rule 13a-14(a) Certifications as filed by the Chief Executive Officer pursuant to SEC release No. 33-8212 and 34-47551.
*31.2
Rule 13a-14(a) Certifications as filed by the Chief Financial Officer pursuant to SEC release No. 33-8212 and 34-47551.
*32
Section 1350 Certifications as furnished by the Chief Executive Officer and the Chief Financial Officer pursuant to SEC release No. 33-8212 and 34-47551.
Interactive Data Files
*101
The following materials from Realty Income Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in Extensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements, and (vi) Schedule III Real Estate and Accumulated Depreciation.
* Filed herewith.
-88-
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By:
/s/THOMAS A. LEWIS
Date: February 14, 2013
Thomas A. Lewis
Vice Chairman of the Board of Directors,
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/MICHAEL D. MCKEE
Michael D. McKee
Non-Executive Chairman of the Board of Directors
(Principal Executive Officer)
/s/KATHLEEN R. ALLEN, Ph.D.
Kathleen R. Allen, Ph.D.
Director
/s/A. LARRY CHAPMAN
A. Larry Chapman
/s/PRIYA CHERIAN HUSKINS
Priya Cherian Huskins
/s/GREGORY T. MCLAUGHLIN
Gregory T. McLaughlin
/s/RONALD L. MERRIMAN
Ronald L. Merriman
/s/PAUL M. MEURER
Paul M. Meurer
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
/s/GREGORY J. FAHEY
Gregory J. Fahey
Senior Vice President, Controller
(Principal Accounting Officer)
-89-
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION
Cost Capitalized
Life on
Subsequent
Gross Amount at Which Carried
which
Initial Cost to Company
to Acquisition
at Close of Period (Notes 3, 4, 6 and 7)
depreciation
Buildings,
in latest
Improvements
Accumulated
Statement
Encumbrances
Acquisition
Carrying
Depreciation
Date of
Date
is Computed
(Note 1)
(Note 2)
Fees
Costs
(Note 5)
Construction
Acquired
(in Months)
Batesville
MS
8,765,446
2,160,849
17,219,291
None
19,380,140
258,289
08/09/12
300
DFW Airport
TX
23,496,251
0
37,503,886
13,600
37,517,486
2,310,596
06/20/11
Apparel
Mesa
AZ
619,035
867,013
6,484
43,549
917,046
1,536,081
527,798
02/11/99
Elk Grove
CA
804,327
2,668,492
3,472,819
31,132
09/18/12
Hanford
562,812
3,468,215
4,031,027
40,463
Lodi
3,153,559
2,661,260
5,814,819
31,048
Manteca
1,565,672
4,440,141
6,005,813
37,802
Moreno Valley
1,699,937
3,113,035
4,812,972
36,319
Redlands
3,006,680
2,242,430
2,242,428
5,249,108
26,162
Sacramento
3,446,351
4,460,201
7,906,552
52,036
South Lake Tahoe
3,110,000
3,176,091
6,286,091
280,555
10/22/10
Sun Valley
4,631,964
4,710,912
9,342,876
54,961
Vacaville
1,299,816
3,375,574
4,675,390
39,382
Danbury
CT
1,096,861
6,217,688
116,255
56
6,333,999
7,430,860
3,851,964
09/30/97
Manchester
771,660
3,653,539
1,661
3,655,361
4,427,021
2,162,361
03/26/98
1,250,464
5,917,037
3,555
5,920,592
7,171,056
3,502,378
Deerfield Beach
FL
3,160,000
4,832,848
6,603
4,839,451
7,999,451
427,411
Missoula
MT
163,100
362,249
362,259
525,359
362,250
10/30/87
Staten Island
NY
4,202,093
3,385,021
14,018
3,399,039
7,601,132
2,003,719
Dallas
1,210,000
2,675,265
3,885,265
236,315
The Colony
2,580,000
2,214,133
20,700
2,234,833
4,814,833
198,428
Colorado Springs
CO
1,085,560
2,137,425
3,222,985
78,293
01/05/12
Denver
480,348
2,127,792
2,608,140
51,743
06/08/12
09/30/11
Highlands Ranch
583,289
2,139,057
2,722,346
744,394
07/10/07
08/11/03
Littleton
601,388
2,169,898
2,771,286
608,359
02/02/06
11/12/04
Parker
868,768
2,653,745
3,522,513
747,806
09/07/12
07/03/03
Thornton
693,323
1,896,616
128
1,896,744
2,590,067
608,229
10/05/04
10/15/03
Cumming
GA
661,624
1,822,363
2,483,987
672,568
09/18/03
12/31/02
Douglasville
679,868
1,935,515
2,615,383
720,072
12/30/02
Macon
1,400,000
1,317,435
2,717,435
30,716
05/11/12
01/10/12
Morrow
725,948
1,846,315
2,572,263
692,303
07/07/03
08/30/02
Peachtree City
1,190,380
689,284
1,879,664
275,407
12/16/02
09/19/02
Roswell
1,825,000
1,934,495
3,759,495
76,129
12/22/11
08/10/11
Warner Robins
1,250,000
1,012,258
2,262,258
36,792
01/11/12
09/01/11
Ham Lake
MN
192,610
1,930,958
2,123,568
621,337
07/01/04
10/31/03
Stillwater
656,250
1,218,750
1,875,000
6,094
11/16/12
Olive Branch
350,000
1,965,718
2,315,718
118,077
06/29/11
11/02/10
Cary
NC
610,389
1,492,235
2,102,624
395,442
05/25/06
Durham
680,969
1,323,140
24
1,323,164
2,004,133
350,654
Wilmington
378,813
1,150,679
1,529,492
342,333
07/15/05
12/21/04
Bartlett
TN
648,526
1,960,733
2,609,259
630,924
08/03/04
10/27/03
Riverton
UT
1,100,000
1,525,708
2,625,708
In-progress
07/26/12
Salt Lake City
2,900,000
1,598,391
4,498,391
51,509
02/17/12
10/11/11
F-1
Birmingham
AL
355,823
660,814
1,016,637
1,101
12/07/12
Millbrook
108,000
518,741
88,207
607,159
715,159
294,116
12/10/98
01/21/99
Montgomery
254,465
502,350
10,819
295
513,464
767,929
296,721
06/30/98
Phoenix
231,000
513,057
513,119
744,119
513,059
11/09/87
222,950
495,178
495,280
718,230
459,418
11/02/89
Tucson
194,250
431,434
625,684
Grass Valley
325,000
384,955
709,955
379,385
05/20/88
210,000
466,419
466,546
676,546
466,547
11/25/87
Turlock
222,250
493,627
715,877
12/30/87
141,400
314,056
314,138
455,538
314,075
11/18/87
315,000
699,623
290
699,913
1,014,913
689,735
05/16/88
252,925
561,758
181
561,939
814,864
559,881
02/12/88
Smyrna
DE
232,273
472,855
15,774
488,629
720,902
272,118
08/07/98
475,000
871,738
2,420
31,798
905,956
1,380,956
499,395
01/29/99
Merritt Island
309,652
482,459
25,854
21,831
530,144
839,796
318,239
11/26/96
Atlanta
652,551
763,360
27,163
45,476
835,999
1,488,550
439,881
12/18/98
Council Bluffs
IA
194,355
431,668
626,023
425,470
05/19/88
Boise
ID
158,400
351,812
5,428
357,240
515,640
347,793
05/06/88
Lewiston
138,950
308,612
447,562
09/16/87
Moscow
117,250
260,417
377,667
09/14/87
Peoria
IL
193,868
387,737
(85,899)
85
301,923
495,791
256,946
Brazil
IN
183,952
453,831
8,942
173
462,946
646,898
253,701
03/31/99
Muncie
148,901
645,660
147,678
28,327
821,665
970,566
496,907
Plainfield
453,645
908,485
42,619
47,114
998,218
1,451,863
551,556
01/30/98
Princeton
134,209
560,113
560,324
694,533
309,170
Vincennes
185,312
489,779
10,598
500,550
685,862
270,410
Kansas City
KS
222,000
455,881
18,738
146
474,765
696,765
460,084
Alma
MI
155,000
600,282
13,902
122
614,306
769,306
329,066
04/29/99
02/10/99
Lansing
265,000
574,931
132,237
303
707,471
972,471
361,823
04/30/99
12/03/98
Sturgis
109,558
550,274
10,272
560,640
670,198
310,387
12/30/98
190,124
485,670
485,843
675,967
280,936
07/27/98
Horn Lake
142,702
514,779
3,945
518,935
661,637
299,696
Richland
243,565
558,645
10,302
569,158
812,723
293,584
12/21/99
Omaha
NE
196,000
435,321
435,353
631,353
429,074
05/26/88
199,100
412,042
412,074
611,174
406,087
05/27/88
Rio Rancho
NM
211,577
469,923
681,500
468,230
02/26/88
Las Vegas
NV
161,000
357,585
260,000
617,585
778,585
504,919
10/29/87
Canton
OH
396,560
597,553
25,682
623,235
1,019,795
348,783
08/14/98
Centerville
601,408
758,192
9,017
38,193
805,402
1,406,810
446,279
Hamilton
183,000
515,727
518,790
701,790
284,714
04/07/99
Del City
OK
634,664
1,178,662
1,813,326
1,964
Albany
OR
152,250
338,153
490,403
08/24/87
Beaverton
676,419
08/26/87
Portland
190,750
423,664
614,414
08/12/87
147,000
326,493
473,493
Salem
136,500
303,170
439,670
08/20/87
Butler
PA
339,929
633,078
20,558
653,866
993,795
375,431
F-2
Dover
265,112
593,341
858,453
345,126
Enola
220,228
546,026
11,416
557,614
777,842
310,715
11/10/98
Hanover
132,500
719,511
232
719,743
852,243
385,295
07/26/99
05/13/99
Harrisburg
327,781
608,291
7,138
615,601
943,382
355,141
283,417
352,473
3,100
355,745
639,162
201,788
09/30/98
Lancaster
199,899
774,838
24,235
799,073
998,972
457,204
New Castle
180,009
525,774
91,802
617,806
797,815
320,875
Reading
379,000
658,722
10,100
669,054
1,048,054
365,567
06/09/99
12/04/98
Arlington
381,083
707,726
1,088,809
1,180
Columbia
273,120
431,716
431,927
705,047
234,024
06/30/99
Laredo
807,044
1,498,795
2,305,839
2,498
Bellevue
WA
185,500
411,997
107
412,104
597,604
412,026
08/06/87
Bellingham
168,000
373,133
373,240
541,240
373,161
Hazel Dell
373,135
541,135
367,685
05/23/88
Kenmore
199,500
443,098
443,205
642,705
443,127
Kent
443,091
443,198
642,698
443,120
Lakewood
191,800
425,996
426,103
617,903
426,024
08/18/87
Moses Lake
138,600
307,831
307,938
446,538
307,860
Renton
412,003
412,110
597,610
412,032
09/15/87
Seattle
162,400
360,697
360,804
523,204
360,726
Silverdale
183,808
419,777
419,884
603,692
419,806
Tacoma
435,324
435,431
631,431
10/15/87
Vancouver
180,250
400,343
580,593
Wenatchee
148,400
329,602
329,709
478,109
329,631
08/25/87
Flagstaff
144,821
417,485
6,150
423,645
568,466
240,217
04/11/02
08/29/97
210,620
475,072
685,692
201,901
05/14/02
189,341
546,984
110
547,094
736,435
232,575
384,608
279,824
664,432
118,923
Sierra Vista
175,114
345,508
520,622
146,839
226,596
437,972
664,568
186,136
287,369
533,684
821,053
59,595
03/25/10
Bakersfield
65,165
206,927
272,092
87,942
Chula Vista
313,293
409,654
722,947
272,420
05/01/96
01/19/96
Dublin
415,620
1,153,928
1,569,548
490,417
Folsom
471,813
325,610
797,423
138,382
Indio
264,956
265,509
530,465
112,839
Los Angeles
580,446
158,876
739,322
67,520
Oxnard
186,980
198,236
385,216
84,249
Simi Valley
213,920
161,012
374,932
68,428
358,067
284,931
642,998
121,094
Aurora
231,314
430,495
430,610
661,924
91,179
09/04/07
Broomfield
154,930
503,626
2,564
506,190
661,120
330,010
08/22/96
03/15/96
79,717
369,587
208
369,795
449,512
369,724
10/08/85
239,024
444,785
444,900
683,924
94,203
70,422
132,296
202,718
28,003
Longmont
87,385
163,169
163,284
250,669
34,595
F-3
276,084
415,464
415,579
691,663
265,104
12/31/96
10/31/96
Hartford
248,540
482,460
35,465
1,034
518,959
767,499
315,798
09/30/96
Southington
225,882
672,910
673,082
898,964
418,256
06/06/97
Vernon
81,529
300,518
382,047
126,718
06/27/02
Jacksonville
76,585
355,066
6,980
420
362,466
439,051
358,410
12/23/85
Lauderdale Lakes
65,987
305,931
79
306,010
371,997
305,972
02/19/86
Miami Gardens
163,239
262,726
425,965
110,783
Orange City
99,613
139,008
238,621
59,076
Pensacola
308,067
573,708
23,430
2,874
600,012
908,079
154,657
11/22/06
Seminole
68,000
315,266
383,266
Sunrise
80,253
372,070
452,323
02/14/86
Tampa
70,000
324,538
394,538
12/27/85
67,000
310,629
377,629
86,502
401,041
401,120
487,622
401,082
07/23/86
309,474
574,737
884,211
64,179
Bogart
66,807
309,733
376,540
12/20/85
214,771
129,519
344,290
55,044
Duluth
222,275
316,925
2,393
319,686
541,961
190,365
10/24/97
06/20/97
290,842
110,056
400,898
46,772
Gainesville
53,589
248,452
302,041
12/19/85
Kennesaw
266,865
139,425
406,290
59,254
Marietta
60,900
293,461
67,871
499
361,831
422,731
313,138
12/26/85
69,561
346,024
41
346,065
415,626
346,039
06/03/86
Norcross
244,124
151,831
395,955
64,526
503,773
937,121
39,032
21,600
997,753
1,501,526
254,268
Riverdale
58,444
270,961
329,405
01/15/86
Rome
56,454
261,733
318,187
Snellville
253,316
132,124
385,440
56,151
Tucker
78,646
364,625
514
365,139
443,785
364,640
12/18/85
Arlington Hts
441,437
215,983
657,420
91,791
Chicago
329,076
255,294
584,370
108,498
Round Lake Beach
472,132
236,585
708,717
100,547
Westchester
421,239
184,812
606,051
78,543
Anderson
232,170
385,661
179
385,840
618,010
232,075
12/19/97
Indianapolis
231,384
428,307
130
428,437
659,821
279,174
09/27/96
Michigan City
392,638
297,650
(3,065)
389,573
687,223
126,500
Warsaw
140,893
228,116
369,009
96,948
Olathe
217,995
367,055
367,076
585,071
229,412
04/22/97
11/11/96
Topeka
32,022
60,368
92,390
12,778
Louisville
KY
56,054
259,881
315,935
12/17/85
Newport
323,511
289,017
49,586
338,688
662,199
180,802
09/17/97
East Falmouth
MA
191,302
340,539
531,841
144,727
East Wareham
149,680
278,669
428,349
118,432
Fairhaven
138,957
289,294
428,251
122,948
Gardner
138,990
289,361
428,351
122,976
Hyannis
180,653
458,522
639,175
193,344
Lenox
287,769
535,273
535,505
823,274
295,478
Newburyport
274,698
466,449
741,147
196,686
F-4
North Reading
180,546
351,161
531,707
149,241
Orleans
138,212
394,065
532,277
167,475
Aberdeen
MD
223,617
225,605
449,222
95,130
Bethesda
282,717
525,928
808,645
111,321
Capital Heights
547,173
219,979
(12,319)
534,854
754,833
93,487
Clinton
70,880
328,620
11,440
340,060
410,940
332,719
11/15/85
Lexington Park
111,396
335,288
(7,600)
103,796
439,084
142,494
Kalamazoo
391,745
296,975
(2,196)
389,549
686,524
126,213
Portage
402,409
286,441
(2,112)
400,297
686,738
121,736
Southfield
275,952
350,765
626,717
149,073
Troy
214,893
199,299
414,192
84,700
St. Cloud
203,338
258,626
461,964
109,054
Independence
MO
297,641
233,152
233,205
530,846
149,617
12/20/96
Asheville
441,746
242,565
684,311
103,088
Concord
237,688
357,976
595,664
207,115
11/05/97
55,074
255,336
1,490
256,826
311,900
256,370
11/13/85
354,676
361,203
3,400
364,771
719,447
224,405
03/31/97
Fayetteville
224,326
257,733
337
258,070
482,396
155,279
12/03/97
Greensboro
286,068
244,606
530,674
103,949
Matthews
295,580
338,472
10,000
13,703
362,175
657,755
208,759
08/28/98
02/27/98
Pineville
254,460
355,630
355,640
610,100
217,488
08/28/97
04/16/97
Raleigh
89,145
413,301
502,446
10/28/85
398,694
263,621
662,315
160,334
10/01/97
Salisbury
235,614
150,592
386,206
64,000
Fargo
ND
53,973
100,262
154,235
21,222
Lincoln
337,138
316,958
654,096
134,704
Scotts Bluff
33,307
63,355
96,662
13,410
Cherry Hill
NJ
463,808
862,240
1,326,048
182,507
Edison
448,936
238,773
687,709
101,475
Glassboro
182,013
312,480
494,493
131,762
Hamilton Square
422,477
291,555
714,032
123,907
Hamilton Township
265,238
298,167
563,405
126,717
Pleasantville
77,105
144,693
221,798
30,627
Randolph
452,629
390,163
842,792
165,817
Westfield
705,337
288,720
994,057
122,701
Albuquerque
231,553
430,026
661,579
48,020
326,879
359,101
685,980
152,616
316,441
369,768
686,209
157,150
252,169
562,715
814,884
239,152
Sparks
326,813
306,311
633,124
130,180
Albion
170,589
317,424
488,013
175,104
Bethpage
334,120
621,391
955,511
131,528
Commack
400,427
744,533
1,144,960
157,593
Dansville
181,664
337,991
519,655
186,450
East Amherst
260,708
484,788
156
484,944
745,652
267,534
East Syracuse
250,609
466,264
466,420
717,029
257,312
Freeport
134,828
251,894
386,722
53,317
Johnson City
242,863
451,877
452,033
694,896
249,375
F-5
Queens Village
242,775
451,749
694,524
95,620
Riverhead
143,929
268,795
412,724
56,895
Wellsville
161,331
300,231
461,562
165,619
West Amherst
268,692
499,619
499,775
768,467
275,716
Akron
139,126
460,334
460,473
599,599
281,573
09/18/97
Beaver Creek
349,091
251,127
600,218
83,290
09/17/04
Beavercreek
205,000
492,538
697,538
311,119
02/13/97
09/09/96
Canal Winchester
443,751
825,491
1,269,242
329,866
12/19/02
08/21/02
305,000
420,448
725,448
276,795
07/24/96
06/28/96
Cincinnati
293,005
(124,330)
(124,245)
168,760
211,185
392,210
603,395
143,157
11/03/03
305,556
244,662
550,218
81,146
589,286
160,932
750,218
53,375
159,375
265,842
425,217
88,171
300,217
650,217
96,570
12/20/04
Cleveland
215,111
216,517
431,628
91,298
Columbus
71,098
329,627
400,725
10/02/85
75,761
351,247
427,008
10/24/85
432,110
386,553
818,663
148,822
05/27/03
466,696
548,133
1,014,829
211,030
337,679
272,484
610,163
90,373
190,000
260,162
450,162
86,287
371,429
278,734
650,163
92,446
Cuyahoga Falls
253,750
271,400
525,150
90,014
Dayton
324,660
394,660
324,639
10/31/85
437,887
428,046
865,933
164,797
Eastlake
321,347
459,774
209
459,983
781,330
313,557
12/22/95
Fairfield
323,408
235,024
44,232
3,330
282,586
605,994
147,316
Fairlawn
280,000
270,150
550,150
89,599
Findlay
283,515
397,004
114
397,118
680,633
238,906
12/24/97
252,608
413,279
665,887
256,919
10/04/96
Huber Heights
282,000
449,381
731,381
286,854
12/03/96
07/18/96
Lima
241,132
114,085
355,217
37,838
Marion
100,000
275,162
375,162
88,511
Mason
310,990
405,373
716,363
156,068
Middleburg Hghts
317,308
307,842
625,150
102,101
Milford
353,324
269,997
(36,723)
314,484
272,199
586,683
165,383
Mt. Vernon
216,115
375,357
375,471
591,586
225,878
12/30/97
Norwalk
200,205
366,000
366,114
566,319
220,247
Parma
268,966
381,184
650,150
126,426
Reynoldsburg
267,750
497,371
765,121
164,961
09/15/04
374,000
176,162
550,162
58,427
S. Euclid
337,593
451,944
789,537
173,998
Sandusky
264,708
404,011
343
404,354
669,062
243,347
Solon
794,305
222,797
1,017,102
85,777
Springboro
191,911
522,902
714,813
330,141
03/07/97
Springfield
320,000
280,217
600,217
92,938
189,091
136,127
325,218
45,148
Stow
310,000
415,150
725,150
137,691
F-6
Toledo
120,000
230,217
350,217
76,355
250,000
175,217
175,242
425,242
58,134
530,217
780,217
175,855
West Chester
446,449
768,644
1,215,093
289,908
06/27/03
03/11/03
Zanesville
125,000
300,162
425,162
99,553
Midwest City
106,312
333,551
333,556
439,868
191,874
08/06/98
08/08/97
Tulsa
133,648
249,702
383,350
52,853
251,499
345,952
597,451
141,839
09/26/02
337,711
253,855
591,566
107,887
Bethel Park
299,595
331,264
331,378
630,973
199,356
Bethlehem
275,328
389,067
629
389,696
665,024
234,593
229,162
310,526
310,698
539,860
186,870
Bridgeville
275,000
375,150
124,424
Coraopolis
225,000
600,150
131,529
220,317
(2,515)
129,013
220,318
349,331
93,631
Monroeville
250,150
82,966
Philadelphia
858,500
877,744
2,319
1,701
881,764
1,740,264
658,188
05/19/95
12/05/94
Pittsburgh
378,715
685,374
1,064,089
279,073
08/22/02
01/17/02
219,938
408,466
628,404
149,090
175,000
300,150
475,150
99,549
243,750
406,400
134,789
208,333
416,817
138,244
121,429
303,721
425,150
100,734
Warminster
323,847
216,999
(3,929)
319,918
536,917
92,221
Wexford
284,375
240,775
79,857
York
249,436
347,424
404
347,828
597,264
209,273
Charleston
SC
217,250
294,079
6,700
159
300,938
518,188
181,377
07/14/97
03/13/97
267,622
298,594
428
299,022
566,644
176,137
03/31/98
Greenville
221,946
315,163
315,331
537,277
191,808
09/05/97
Lexington
241,534
342,182
302
342,484
584,018
188,032
09/24/98
North Charleston
174,980
341,466
5,875
5,413
352,754
527,734
203,816
03/12/98
Sioux Falls
SD
48,833
91,572
140,405
19,383
Brentwood
305,546
505,728
811,274
302,586
03/13/98
05/28/97
Hendersonville
175,764
327,096
502,860
130,293
01/21/03
Hermitage
204,296
172,695
376,991
73,393
Madison
175,769
327,068
502,837
130,282
Memphis
108,094
217,079
325,173
92,256
214,110
193,591
407,701
82,273
215,017
216,794
431,811
91,415
Murfreesboro
150,411
215,528
365,939
91,597
Nashville
342,960
227,440
570,400
139,067
Carrollton
174,284
98,623
272,907
41,913
Carrolton
177,041
199,088
376,129
84,611
234,604
325,951
12,719
15,373
354,043
588,647
216,697
08/09/96
02/19/96
Fort Worth
83,530
111,960
195,490
47,581
Houston
285,000
369,697
234
369,931
654,931
224,902
Humble
257,169
325,652
582,821
138,400
F-7
Lake Jackson
197,170
256,376
453,546
108,958
Lewisville
199,942
324,736
149
324,885
524,827
212,764
08/02/96
02/14/96
130,238
207,683
337,921
87,573
Mansfield
420,000
780,000
1,200,000
87,100
Waco
232,105
431,053
663,158
48,134
Wylie
252,000
468,000
720,000
52,260
Richmond
VA
403,549
876,981
1,280,530
313,191
07/08/04
10/17/02
Roanoke
349,628
322,545
322,698
672,326
194,126
Warrenton
186,723
241,173
427,896
102,495
Bremerton
261,172
373,080
2,621
375,701
636,873
240,912
03/19/97
109,127
202,691
311,818
42,903
Milwaukee
WI
173,005
499,244
672,249
340,318
152,509
475,480
197
475,677
628,186
309,946
New Berlin
188,491
466,268
586
466,854
655,345
318,101
Racine
184,002
114,167
298,169
48,519
Athens
760,031
1,413,494
2,173,525
346,302
Auburn
660,210
1,228,112
500
1,228,612
1,888,822
301,258
635,111
1,180,909
1,181,409
1,816,520
289,694
Daphne
876,139
1,629,123
1,629,623
2,505,762
399,506
Decatur
1,181,499
1,181,999
1,817,110
289,838
Dothan
455,651
565,343
1,020,994
93,841
10/17/08
06/10/08
Foley
870,031
1,617,357
1,617,857
2,487,888
396,623
Gardendale
610,055
1,134,554
1,135,054
1,745,109
277,815
Hoover
504,396
938,299
1,442,695
229,879
620,270
1,153,493
1,773,763
282,602
Huntsville
499,843
929,863
930,363
1,430,206
228,187
1,816,610
289,463
1,181,532
1,816,643
289,471
Mobile
525,750
977,810
1,503,560
239,559
544,181
654,046
654,546
1,198,727
119,836
01/24/08
Orange Beach
630,244
1,172,036
1,172,536
1,802,780
287,520
Pelham
1,816,020
289,319
Phenix City
1,172,024
1,172,524
1,802,768
287,517
178,297
396,004
574,301
362,637
01/19/90
Arvada
301,489
931,092
1,232,581
451,617
09/22/00
11/18/99
221,691
492,382
714,073
450,895
01/29/90
353,283
1,135,051
1,488,334
535,403
01/03/01
03/10/00
280,193
622,317
902,510
569,881
01/23/90
192,988
433,542
626,530
349,002
05/20/93
688,292
1,331,224
2,019,516
532,265
01/10/03
05/30/02
Westminster
526,620
1,099,523
1,626,143
518,643
01/12/01
01/18/00
Destin
1,034,411
1,922,591
2,957,002
471,031
Ft. Walton Bch
1,181,032
289,724
Lakeland
500,000
645,402
1,145,402
369,143
06/04/98
12/31/97
F-8
Milton
1,181,145
1,816,256
289,377
Niceville
920,803
1,711,621
2,632,424
419,343
Orlando
1,181,076
1,181,576
1,816,687
289,734
1,172,023
1,802,267
287,142
Oviedo
971,996
1,806,780
2,778,776
442,657
Pace
1,171,993
1,172,493
1,802,737
287,509
Panama City
1,181,063
1,816,174
289,356
588,305
1,094,130
1,682,435
268,058
Sanford
525,207
976,968
1,502,175
239,353
Tallahassee
419,902
781,405
1,201,307
191,440
611,916
1,137,986
1,138,486
1,750,402
279,178
427,395
472,030
899,425
270,004
06/10/98
12/05/97
Union Park
1,004,103
1,866,287
2,870,390
457,236
Alpharetta
1,171,870
1,172,370
1,802,614
287,479
55,840
258,889
16,005
14,141
289,035
344,875
263,122
11/27/85
1,171,988
1,802,232
287,133
Conyers
531,935
1,180,296
1,712,231
505,245
03/28/02
11/13/01
1,181,027
1,816,138
289,348
638,509
1,186,594
1,825,103
433,103
11/29/03
Hiram
1,181,017
1,816,128
289,345
519,903
967,180
1,487,083
236,955
Lawrenceville
1,181,137
1,181,637
1,816,748
289,750
500,293
930,657
1,430,950
228,007
McDonough
625,316
1,162,827
1,788,143
284,889
515,617
959,138
1,474,755
234,985
Sandy Springs
586,211
1,090,241
1,676,452
267,105
Stockbridge
632,128
1,175,478
1,175,978
1,808,106
288,363
513,204
953,885
1,467,089
348,164
Joliet
452,267
840,716
1,292,983
306,857
Lombard
428,170
795,965
2,000
797,965
1,226,135
291,366
Niles
366,969
682,306
1,049,275
249,038
Orland Park
663,087
1,232,240
1,895,327
449,763
Vernon Hills
524,948
975,668
1,500,616
356,115
West Dundee
530,835
986,628
1,517,463
360,115
Overland Park
1,101,841
2,047,067
3,148,908
747,175
Winchester
355,474
929,177
20,045
22,651
971,873
1,327,347
545,863
Allston
576,505
1,071,520
1,648,025
391,099
Billerica
399,043
462,240
462,412
861,455
290,384
04/02/97
Shrewsbury
721,065
1,339,913
2,060,978
489,064
Waltham
338,955
630,279
969,234
230,048
Weymouth
752,234
1,397,799
2,150,033
510,192
Woburn
676,968
1,258,018
1,934,986
459,172
Annapolis
780,806
1,450,860
2,231,666
529,560
Bowie
734,558
1,364,970
2,099,528
498,210
F-9
701,705
1,303,958
2,005,663
475,940
Germantown
808,296
1,501,913
2,310,209
548,194
Waldorf
427,033
793,854
1,220,887
289,752
Eagan
902,443
845,536
1,747,979
486,209
06/19/98
02/20/98
Ferguson
386,112
717,856
1,103,968
262,013
Grandview
347,150
711,024
1,058,174
406,502
08/20/98
721,020
1,339,829
2,060,849
489,033
Charlotte
508,100
457,295
965,395
176,058
181,662
338,164
519,826
123,426
Clemmons
630,000
1,100,160
1,730,160
225,533
11/09/07
Jamestown
650,000
857,823
1,507,823
175,854
489,063
909,052
1,398,115
331,800
253,128
810,922
810,954
1,064,082
431,192
07/22/99
03/04/99
NH
722,532
1,342,636
2,065,168
490,058
Newington
690,753
1,283,624
1,974,377
468,519
597,833
1,111,059
1,708,892
405,532
Deptford
619,376
1,151,062
1,770,438
420,134
Maple Shade
508,285
944,750
1,453,035
344,830
Woodbury
212,788
320,283
533,071
136,117
242,133
450,467
692,600
164,416
Cambridge
103,368
192,760
296,128
70,353
337,161
626,948
964,109
228,832
582,107
1,081,848
1,663,955
394,871
385,878
717,422
1,103,300
261,855
Oklahoma City
509,370
752,691
1,262,061
407,878
04/14/99
404,815
771,625
1,176,440
418,119
04/09/99
10/16/98
Greensburg
594,891
1,105,589
1,700,480
403,536
431,050
801,313
1,232,363
292,475
Mechanicsburg
455,854
847,377
1,303,231
309,288
723,660
1,344,733
2,068,393
490,823
334,939
622,821
957,760
227,326
384,756
715,339
1,100,095
261,095
389,291
723,760
1,113,051
264,168
343,785
295,001
183,130
478,131
821,916
338,959
05/27/97
02/07/97
332,979
498,108
831,087
286,426
06/01/99
Goodlettsville
601,306
1,117,504
1,718,810
407,885
560,443
1,011,799
1,572,242
421,379
10/15/01
05/09/01
599,558
1,114,256
1,713,814
406,699
Austin
185,454
411,899
597,353
375,784
02/06/90
710,485
1,320,293
2,030,778
481,902
590,828
1,098,073
1,688,901
400,792
569,909
1,059,195
1,629,104
386,602
532,497
989,715
1,522,212
361,242
568,401
1,056,394
1,624,795
385,580
Conroe
396,068
736,346
1,132,414
268,762
191,267
424,811
73
424,884
616,151
389,080
01/26/90
543,950
1,010,984
1,554,934
369,005
Garland
242,887
539,461
782,348
494,006
F-10
Harlingen
134,599
298,948
433,547
273,759
01/17/90
151,018
335,417
486,435
307,155
01/25/90
392,113
729,002
1,121,115
266,082
1,030,379
1,914,353
2,944,732
698,735
619,101
1,150,551
1,769,652
419,947
642,495
1,193,997
1,836,492
435,805
872,866
1,621,829
2,494,695
591,964
612,414
1,138,132
1,750,546
415,414
Leon Valley
178,221
395,834
574,055
362,481
529,967
985,046
1,515,013
359,537
Mesquite
591,538
1,099,363
1,690,901
401,263
Pasadena
107,391
238,519
345,910
218,421
01/24/90
Plano
187,564
417,157
700
417,857
605,421
381,828
01/18/90
494,407
918,976
1,413,383
335,422
Richardson
555,188
1,031,855
1,587,043
376,623
San Antonio
245,164
544,518
789,682
496,774
02/14/90
688,249
1,278,967
1,967,216
466,819
Stafford
706,786
1,313,395
2,020,181
479,385
401,999
747,362
1,149,361
272,783
Webster
600,261
1,115,563
1,715,824
407,176
Bountiful
183,750
408,115
408,226
591,976
373,807
01/30/90
Alexandria
542,791
1,008,832
1,551,623
368,220
592,698
1,101,517
1,694,215
402,049
Chesapeake
770,000
1,112,334
1,882,334
228,028
Lynchburg
342,751
637,329
980,080
232,621
Virginia Beach
1,026,384
1,806,384
210,409
Woodbridge
774,854
1,439,806
2,214,660
525,525
187,111
602,690
380,563
Brown Deer
257,408
802,141
1,059,549
450,598
12/15/98
07/16/98
Delafield
324,574
772,702
1,097,276
410,165
07/29/99
02/26/99
452,630
811,977
1,264,607
461,530
10/20/98
04/07/98
Oak Creek
420,465
852,408
1,272,873
484,511
03/20/98
Calistoga
12,677,285
2,750,715
15,428,000
285,732
06/25/10
5,445,030
21,154,970
26,600,000
2,150,755
6,039,131
1,576,869
7,616,000
160,315
4,988,527
1,999,473
6,988,000
204,414
8,146,907
2,067,093
10,214,000
210,154
12,675,172
4,907,828
17,583,000
500,043
45,184,528
10,437,472
55,622,000
1,063,979
10,630,191
5,580,929
16,211,120
456,297
12/15/10
Napa
6,000,000
25,000,000
31,000,000
2,541,667
11,253,989
2,846,011
14,100,000
291,613
17,590,091
5,898,149
23,488,240
625,246
10,777,485
390,515
11,168,000
38,291
09/17/10
4,675,262
298,928
4,974,190
24,412
F-11
6,860,862
524,117
7,384,979
21,838
12/15/11
Paicines
12,058,127
1,607,783
13,665,910
170,800
St. Helena
15,254,700
4,150,300
19,405,000
429,660
23,471,336
6,589,664
30,061,000
674,000
Shreveport
LA
1,320,003
8,130,438
147
8,130,585
9,450,588
555,622
04/22/11
998,250
3,696,707
124,751
3,821,537
4,819,787
2,337,874
03/11/97
Midland
45,500
101,058
146,558
10/27/87
63,800
295,791
295,875
359,675
295,820
10/31/84
Avondale
242,723
1,129,139
1,371,862
611,704
04/20/99
07/28/98
Chandler
291,720
647,923
171
648,094
939,814
648,066
12/11/87
271,695
603,446
9,758
19,469
632,673
904,368
605,849
12/14/87
Glendale
115,000
285,172
39,971
22,341
347,484
462,484
328,846
02/08/84
180
308,951
1,025,612
1,334,563
545,321
01/13/99
318,500
707,397
35,595
70
743,062
1,061,562
692,390
09/29/88
260,719
516,181
32,296
548,477
809,196
466,302
12/26/90
Scottsdale
291,993
648,529
648,700
940,693
648,672
264,504
587,471
27,528
614,999
879,503
536,676
06/29/90
Tempe
292,200
648,989
16,676
665,665
957,865
655,822
03/10/88
304,500
676,303
123
676,426
980,926
657,011
09/28/88
283,500
546,878
316
547,194
830,694
531,428
Calabasas
156,430
725,248
100,838
58,741
884,827
1,041,257
794,361
09/26/85
Carmichael
131,035
607,507
50,368
10,947
668,822
799,857
613,743
08/22/86
Chino
634,071
634,093
789,093
634,087
10/06/83
350,563
778,614
43,353
821,967
1,172,530
796,296
El Cajon
157,804
731,621
2,540
44,802
778,963
936,767
740,596
Escondido
276,286
613,638
5,000
44,389
663,027
939,313
637,447
12/31/87
281,563
625,363
625,409
906,972
625,385
10/23/87
Mission Viejo
353,891
744,367
12,500
756,867
1,110,758
610,849
06/24/93
Oceanside
145,568
674,889
17,000
691,889
837,457
683,449
Palmdale
249,490
554,125
9,864
563,989
813,479
547,098
09/14/88
Rancho Cordova
276,328
613,733
24,967
638,700
915,028
600,331
03/22/89
Rancho Cucamonga
471,733
1,047,739
49,000
80
1,096,819
1,568,552
1,063,334
Roseville
297,343
660,411
27,496
687,907
985,250
679,205
10/21/87
290,734
645,732
645,859
936,593
10/05/87
208,585
967,055
65,400
31
1,032,486
1,241,071
992,202
Valencia
301,295
669,185
67,995
737,226
1,038,521
682,665
06/23/88
Walnut
217,365
1,007,753
1,200
51,164
1,060,117
1,277,482
1,026,442
287,000
637,440
278
637,718
924,718
637,611
155,306
344,941
25,000
370,152
525,458
360,308
03/15/88
58,400
271,217
296,428
354,828
286,418
12/22/82
Fort Collins
55,200
256,356
256,435
311,635
256,369
Greenwood Village
131,216
608,372
6,862
21,268
636,502
767,718
623,006
12/05/86
161,617
358,956
359,038
520,655
358,976
12/10/87
F-12
115,592
535,931
536,002
651,594
535,948
03/25/86
58,089
269,313
18,159
287,554
345,643
269,455
06/22/84
153,551
341,042
341,253
494,804
341,186
10/19/87
306,387
695,737
504
696,241
1,002,628
654,148
09/27/89
Bradenton
160,060
355,501
380,580
540,640
368,024
05/05/88
Clearwater
42,223
269,380
269,459
311,682
269,421
12/22/81
48,000
243,060
243,480
291,480
243,280
184,800
410,447
22,872
433,508
618,308
405,098
03/30/89
Margate
66,686
309,183
240
309,423
376,109
309,342
12/16/86
Melbourne
256,439
549,345
549,424
805,863
446,919
04/16/93
73,696
341,688
342,108
415,804
341,907
12/03/86
68,001
313,922
314,111
382,112
314,092
09/04/85
159,177
353,538
154
353,692
512,869
353,584
07/02/87
190,050
422,107
5,707
342
428,156
618,206
405,444
166,409
369,598
369,752
536,161
369,645
11/20/87
69,500
244,314
82,701
4,560
331,575
401,075
270,715
06/15/82
326,492
20,000
346,732
493,732
316,744
03/28/89
Royal Palm Beach
194,193
431,309
456,309
650,502
428,297
11/15/88
St. Augustine
44,800
213,040
23,090
236,319
281,119
222,612
245,000
533,280
92,266
28,616
654,162
899,162
560,051
05/25/89
53,385
199,846
200,000
253,385
199,893
1,040,008
1,350,008
549,520
08/25/99
06/07/99
Ellenwood
119,678
275,414
58,545
479
334,438
454,116
276,167
11/16/88
141,449
314,161
133,888
14,614
462,663
604,112
336,443
07/07/88
Lithia Springs
187,444
363,358
363,442
550,886
335,249
12/28/89
Lithonia
239,715
524,459
24,410
26,132
575,001
814,716
489,346
08/20/91
148,620
330,090
205
355,295
503,915
338,455
09/16/88
292,250
649,095
71,161
10,464
730,720
1,022,970
629,474
12/02/88
295,750
596,299
17,678
613,977
909,727
584,181
12/30/88
301,000
668,529
71,474
19,961
759,964
1,060,964
656,989
274,750
610,229
415
610,644
885,394
588,809
168,700
374,688
47,047
421,819
590,519
372,612
Cedar Rapids
194,950
427,085
622,035
357,968
09/24/92
Iowa City
186,900
408,910
595,810
342,647
Addison
125,780
583,146
583,280
709,060
583,213
Algonquin
241,500
509,629
28,260
538,023
779,523
459,271
07/10/90
165,679
398,738
27,450
21,087
447,275
612,954
414,117
12/21/88
1,259,926
1,727,926
657,352
10/26/99
06/14/99
120,824
560,166
54,360
8,536
623,062
743,886
562,792
Carol Stream
122,831
586,416
586,550
709,381
586,484
Crystal Lake
400,000
1,259,424
1,659,424
661,278
09/28/99
05/14/99
Glendale Heights
707,399
707,571
1,026,071
682,330
Hoffman Estates
707,656
1,026,156
672,422
03/31/89
Homer Glen
189,477
442,018
442,103
631,580
442,038
Lake in the Hills
375,000
1,127,678
1,502,678
592,108
09/03/99
Naperville
425,000
1,230,654
1,655,654
642,074
10/06/99
05/19/99
O’Fallon
141,250
313,722
313,954
455,204
313,787
Oswego
380,000
1,165,818
1,545,818
615,994
08/18/99
Palatine
121,911
565,232
565,366
687,277
565,300
Roselle
297,541
561,037
561,209
858,750
539,210
F-13
Schaumburg
218,798
485,955
20,461
506,416
725,214
493,948
12/17/87
132,523
614,430
614,564
747,087
614,498
Westmont
124,742
578,330
266
578,596
703,338
578,489
Fishers
212,118
419,958
372
420,330
632,448
369,184
12/27/90
Highland
220,460
436,476
436,790
657,250
383,634
544,153
544,364
789,364
489,209
Lenexa
14,200
721,599
1,040,099
682,788
676,308
66,918
743,412
1,047,912
676,660
357,500
1,115,171
1,472,671
592,936
07/23/99
Shawnee
699,629
699,931
1,014,931
677,371
10/27/88
288,246
935,875
1,224,121
519,451
12/29/98
08/24/98
Wichita
108,569
352,287
(70,181)
109
282,215
390,784
48,717
209,890
415,549
33,984
16,592
466,125
676,015
380,737
210,427
420,883
421,070
631,497
363,057
Acton
315,533
700,813
701,091
1,016,624
681,042
09/30/88
Marlborough
352,765
776,488
776,720
1,129,485
749,008
11/04/88
Westborough
359,412
773,877
63,037
22,543
859,457
1,218,869
754,775
11/01/88
Ellicott City
219,368
630,839
26,550
657,389
876,757
621,542
12/19/88
Frederick
203,352
1,017,109
1,017,411
1,220,763
588,278
07/06/98
Olney
342,500
760,701
4,400
41,605
806,706
1,149,206
779,340
12/18/87
130,430
604,702
580
605,282
735,712
605,012
09/26/84
237,207
526,844
527,016
764,223
526,885
55,000
378,848
11,071
392,832
447,832
388,312
10/06/82
Apple Valley
113,523
526,319
526,516
640,039
526,411
03/26/86
Brooklyn Park
118,111
547,587
547,784
665,895
547,679
Eden Prairie
124,286
576,243
576,440
700,726
576,335
03/27/86
Maple Grove
313,250
660,149
660,427
973,677
592,070
07/11/90
Plymouth
134,221
622,350
622,547
756,768
622,442
12/12/86
White Bear Lake
242,165
537,856
538,134
780,299
479,986
08/30/90
Florissant
181,300
402,672
34,635
12,499
449,806
631,106
399,443
03/29/89
78,556
10,975
796,930
1,115,430
695,526
Gladstone
294,000
652,987
9,295
662,282
956,282
638,177
Lee’s Summit
239,627
532,220
532,399
772,026
494,725
330,000
993,787
1,323,787
528,393
06/17/99
313,740
939,367
1,253,107
496,346
09/08/99
North Kansas City
307,784
910,401
1,218,185
510,821
08/21/98
Jackson
248,483
572,522
17,627
17,780
607,929
856,412
312,369
11/16/99
Pearl
121,801
270,524
18,837
4,207
293,568
415,369
274,768
Tupelo
121,697
637,691
26,216
9,587
673,494
795,191
421,503
75,200
262,973
15,000
278,160
353,360
267,285
01/25/84
134,582
268,222
24,478
292,839
427,421
275,359
32,441
190,859
326
191,185
223,626
191,102
12/23/81
175,700
390,234
26,312
416,733
592,433
389,305
220,728
429,380
321
429,701
650,429
396,414
12/29/89
Kernersville
162,216
316,300
223
316,523
478,739
292,160
12/14/89
60,568
280,819
280,998
341,566
280,971
60,500
280,491
280,702
341,202
280,646
08/01/84
53,000
245,720
22,027
267,958
320,958
254,214
10/11/84
142,867
317,315
178
317,493
460,360
317,464
12/09/87
Londonderry
335,467
745,082
745,360
1,080,827
695,380
08/18/89
F-14
Clementon
279,851
554,060
18,899
572,959
852,810
472,966
09/09/91
201,250
446,983
126
447,109
648,359
401,819
179,552
398,786
398,908
578,460
398,887
06/30/87
174,519
387,613
237
387,850
562,369
387,770
07/23/87
84,000
389,446
389,676
473,676
389,671
Englewood
74,000
343,083
258
343,341
417,341
343,276
10/23/85
Forest Park
170,778
379,305
379,390
550,168
379,325
09/28/87
544,275
789,275
483,607
09/27/90
Pickerington
87,580
406,055
116
406,171
493,751
406,111
12/11/86
Westerville
82,000
380,173
380,295
462,295
380,274
294,350
646,557
646,679
941,029
575,541
09/26/90
Broken Arrow
78,705
220,434
299,139
01/27/83
67,800
314,338
382,138
08/14/85
50,800
214,474
214,647
265,447
214,621
79,000
366,261
17,659
384,093
463,093
382,032
11/14/84
Yukon
61,000
282,812
27,000
309,985
370,985
301,696
05/02/85
125,593
278,947
279,461
405,054
275,327
140,700
312,498
376
337,874
478,574
58,160
269,643
269,782
327,942
269,781
160,831
313,600
313,823
474,654
289,668
Goose Creek
61,635
192,905
193,281
254,916
193,152
Summerville
44,400
174,500
174,821
219,221
174,648
Sumter
56,010
268,903
59,453
641
328,997
385,007
269,457
06/18/85
238,263
504,897
743,160
490,466
238,000
528,608
2,734
531,453
769,453
515,780
82,109
380,677
12,321
393,195
475,304
383,496
12/13/84
528,604
(23,265)
505,944
743,944
520,350
09/26/88
550,559
33,725
101
584,385
825,885
552,684
09/22/89
103,600
230,532
8,750
239,298
342,898
238,627
10/29/82
88,872
222,684
54,562
15,026
292,272
381,144
260,340
01/12/83
134,383
623,103
2,379
13,967
639,449
773,832
628,126
12/23/86
236,733
640,023
39,352
679,514
916,247
564,516
09/27/88
191,636
425,629
15,530
294
441,453
633,089
422,282
12/22/88
217,878
483,913
29,469
513,382
731,260
473,826
06/22/89
Bedford
34,949
585,581
827,081
540,603
277,850
617,113
12,086
18,544
647,743
925,593
637,928
Cedar Park
168,857
375,036
5,200
282
380,518
549,375
365,786
11/21/88
Colleyville
1,070,360
1,070,462
1,320,462
565,555
08/17/99
Converse
217,000
481,963
482,257
699,257
468,426
Corinth
1,041,626
1,326,626
557,265
06/04/99
Euless
234,111
519,962
217
520,179
754,290
520,170
05/08/87
Flower Mound
202,773
442,845
32,069
16,315
491,229
694,002
457,081
04/20/87
281,735
1,099,726
3,500
1,103,263
1,384,998
595,673
04/23/99
85,518
396,495
33,279
6,266
436,040
521,558
418,550
73,662
4,191
606,461
844,461
521,934
216,160
427,962
428,111
644,271
373,192
02/07/91
211,050
468,749
19,867
488,711
699,761
436,383
12/12/89
Grand Prairie
167,164
371,276
58,206
16,412
445,894
613,058
385,071
12/13/88
60,000
278,175
22,168
725
301,068
361,068
285,918
05/01/85
139,125
308,997
19,128
328,354
467,479
319,944
05/22/87
F-15
141,296
313,824
12,442
5,289
331,555
472,851
324,359
07/24/87
219,100
486,631
261
486,892
705,992
472,874
149,109
323,314
27,979
10,061
361,354
510,463
308,733
06/26/89
294,582
919,276
1,213,858
507,183
01/11/99
278,915
1,034,868
1,313,783
550,235
07/19/99
Katy
309,898
983,041
1,292,939
548,890
11/30/98
192,777
428,121
36,000
464,216
656,993
430,953
01/07/87
181,375
402,839
46,878
17,274
466,991
648,366
400,643
12/20/89
85,000
394,079
9,855
12,885
416,819
501,819
409,076
10/24/84
139,466
326,525
39,638
13,047
379,210
518,676
316,355
10/08/92
278,173
21,315
15,075
314,563
374,563
289,116
10/23/84
261,912
581,658
30,831
18,268
630,757
892,669
611,824
01/06/87
250,514
556,399
19,869
10,306
586,574
837,088
566,772
Round Rock
80,525
373,347
19,117
392,464
472,989
383,500
186,380
413,957
33,093
447,050
633,430
413,500
04/19/89
130,833
606,596
14,000
192
620,788
751,621
606,671
03/24/86
102,512
475,288
35,211
510,499
613,011
475,447
81,530
378,007
378,273
459,803
378,196
30,885
13,386
353,268
492,393
330,747
181,412
402,923
396
403,319
584,731
403,192
07/07/87
234,500
520,831
521,113
755,613
521,006
12/29/87
481,967
32,529
514,611
731,611
486,690
10/14/88
182,868
406,155
18,940
425,095
607,963
406,786
12/06/88
220,500
447,108
447,223
667,723
424,991
Sugar Land
339,310
1,000,876
1,340,186
538,803
05/30/99
Layton
136,574
269,008
269,322
405,896
247,052
02/01/90
Sandy
168,089
373,330
373,644
541,733
340,879
Centreville
371,000
824,003
592
824,595
1,195,595
766,116
09/29/89
24,568
446,675
636,725
417,629
Glen Allen
74,643
346,060
283
346,343
420,986
346,207
06/20/84
Portsmouth
171,575
381,073
24,932
406,005
577,580
382,551
69,080
320,270
29,024
13,825
363,119
432,199
335,186
11/15/84
Federal Way
150,785
699,101
699,208
849,993
699,129
12/17/86
261,943
581,782
27,500
609,389
871,332
577,631
128,300
539,141
667,441
06/03/83
140,763
678,809
36,500
715,309
856,072
694,518
Kirkland
668,534
668,641
969,641
663,752
03/31/88
Puyallup
195,552
434,327
461,434
656,986
435,093
Redmond
279,830
621,513
621,620
901,450
07/27/87
111,183
515,490
626,673
Appleton
424,038
581
424,619
620,619
380,508
Waukesha
233,100
461,500
462,081
695,181
405,663
12/13/90
215,950
427,546
428,127
644,077
375,836
820,230
12,985,433
13,805,663
238,066
07/31/12
Mary Esther
149,696
363,263
62,464
425,803
575,499
249,338
F-16
401,874
933,768
103,336
31,913
1,069,017
1,470,891
609,523
12/23/97
1,094,058
3,090,236
4,184,294
1,920,982
06/09/97
93,999
193,753
2,822
196,754
290,753
126,878
571,590
1,121,752
317,356
01/15/99
09/25/98
567,864
840,284
37,249
39,217
916,750
1,484,614
507,590
12/31/98
Westbury
6,333,590
3,952,773
20,493
3,973,266
10,306,856
2,429,846
09/29/97
674,437
49,629
6,323
730,389
1,150,389
374,017
05/12/99
02/23/99
West Branch
12,982,457
969,797
19,896,576
20,866,373
232,127
09/20/12
140,000
391,637
531,637
137,723
03/18/04
301,637
491,637
106,073
180,000
421,637
601,637
148,273
Florence
371,637
521,637
130,690
Gilbert
680,000
1,111,637
1,791,637
390,923
Litchfield Park
610,000
1,141,637
186,956
Marana
331,637
511,637
116,623
911,637
1,241,637
320,590
Maricopa
170,000
361,637
127,173
560,000
821,637
1,381,637
288,940
750,000
1,071,637
1,821,637
376,856
810,000
1,061,637
1,871,637
373,340
890,000
1,081,637
1,971,637
380,373
1,851,637
900,000
1,191,637
2,091,637
419,056
Payson
351,637
561,637
123,656
311,637
571,637
109,590
520,000
751,637
1,271,637
264,323
440,000
951,637
179,923
360,000
781,637
710,000
591,637
1,301,637
208,056
981,637
232,673
450,000
651,637
1,101,637
229,156
430,000
711,637
250,256
730,000
931,637
1,661,637
327,623
1,331,637
790,000
1,051,637
1,841,637
369,823
Pinetop
481,637
Queen Creek
891,637
1,411,637
313,556
201,637
411,637
70,906
660,000
1,031,637
1,691,637
362,790
110,000
620,000
270,000
461,637
731,637
162,340
Tolleson
460,000
1,231,637
433,123
F-17
Tombstone
381,637
134,206
220,000
240,000
341,637
581,637
120,140
550,000
126,000
234,565
360,565
81,707
04/14/04
Wellton
291,637
102,556
Wickenburg
441,637
118,262
305,510
423,772
217,421
03/03/95
179,646
319,372
499,018
227,286
03/09/95
Westbrook
98,247
471,587
265,693
Camden
113,811
174,435
68,313
03/19/03
250,528
379,165
629,693
148,499
Dewey
147,465
224,665
372,130
87,987
278,804
421,707
700,511
165,161
367,137
554,207
921,344
217,057
367,425
554,884
922,309
217,322
Felton
307,260
464,391
771,651
181,879
Greenwood
632,303
1,176,711
1,809,014
241,224
11/29/07
Harrington
563,812
849,220
1,413,032
332,604
310,049
468,575
778,624
183,518
Newcastle
589,325
887,488
1,476,813
347,592
121,774
186,436
308,210
73,013
401,135
605,332
1,006,467
237,081
Townsend
241,416
365,749
607,165
143,244
280,682
424,525
705,207
166,265
Archer
296,238
578,145
874,383
315,088
05/07/99
Bushnell
130,000
359,792
311,845
671,637
109,663
Cocoa
323,827
287,810
611,637
101,211
Deltona
321,637
113,106
Ellenton
261,637
92,006
515,834
873,187
1,389,021
475,886
480,318
600,633
1,080,951
327,344
347,310
694,859
1,042,169
378,697
339,263
658,807
998,070
359,049
351,921
552,557
904,478
301,142
500,032
850,291
1,350,323
463,407
Homosassa Springs
740,000
621,637
1,361,637
218,606
Hudson
300,000
Intercession City
161,776
319,861
112,482
522,188
371,885
894,073
202,676
266,111
494,206
760,317
172,148
04/01/04
Key West
873,700
627,937
1,501,637
220,822
492,785
208,852
701,637
73,444
527,076
464,561
991,637
163,368
F-18
Lakeport
180,342
331,295
116,503
Land O’ Lakes
Lutz
480,000
901,637
Naples
451,637
1,001,637
New Port Richey
791,637
211,573
North Fort Meyers
281,637
99,040
Okeechobee
195,075
346,562
541,637
121,872
Palm Bay
230,880
300,757
105,764
Palm Harbor
510,000
431,637
641,637
151,790
312,727
480,727
108,931
Port Charlotte
356,637
556,637
125,415
Port Orange
609,438
512,199
1,121,637
180,121
Punta Gorda
Riverview
1,930,000
487,876
2,417,876
08/13/12
600,000
941,637
741,637
640,000
1,711,637
Winter Springs
Augusta
383,232
1,003,232
206,301
540,000
337,853
877,853
181,873
392,929
902,929
211,522
422,020
602,020
227,184
392,171
652,171
211,116
691,637
158,823
Cahutta
437,500
813,742
1,251,242
299,722
10/16/03
Calhoun
122,500
228,742
351,242
84,247
262,500
488,742
751,242
180,014
Cartersville
Chatsworth
261,242
47
261,289
401,289
96,254
Chickamauga
181,731
338,742
520,473
124,764
Dalton
171,500
319,742
491,242
117,765
87,500
163,742
251,242
60,305
485,650
903,162
1,388,812
332,659
146,000
272,385
418,385
100,322
781,242
1,201,242
287,751
391,242
601,242
144,101
332,500
618,742
951,242
227,897
529,383
532,429
296
532,725
1,062,108
330,977
06/27/97
Dunwoody
545,462
724,254
724,550
1,270,012
450,220
F-19
Flintstone
157,500
293,742
451,242
108,189
Lafayette
386,784
776,436
1,163,220
482,627
Mableton
491,069
355,957
847,026
221,239
Martinez
402,777
852,777
216,824
830,000
871,637
1,701,637
306,523
384,162
651,273
1,035,435
Ringgold
1,168,914
1,403,414
379,320
385,000
716,242
(21,175)
363,825
1,080,067
263,809
482,251
896,851
1,379,102
330,334
Rocky Face
164,231
306,241
470,472
112,793
199,199
371,183
570,382
136,713
201,791
375,997
(22,030)
179,761
555,758
138,486
586,242
901,242
215,926
Rossville
66,231
124,242
190,473
45,756
Trenton
129,231
241,242
370,473
88,851
Belvidere
768,748
1,426,176
1,500
1,427,676
2,196,424
173,968
12/28/09
Dekalb
661,500
1,226,500
1,228,500
1,890,000
149,824
Godfrey
374,586
733,190
733,504
1,108,090
455,948
Granite City
362,287
737,255
737,569
1,099,856
458,476
Harford
599,172
1,110,747
1,112,747
1,711,919
135,741
Loves Park
547,582
1,016,523
1,018,023
1,565,605
205,747
12/20/07
760,725
1,410,775
1,412,775
2,173,500
172,244
Machesney Park
562,275
1,043,225
1,000
1,044,225
1,606,500
127,226
173,812
625,030
625,344
799,156
388,728
Marengo
501,948
930,688
932,188
1,434,136
113,684
Rochelle
607,418
1,128,145
1,129,145
1,736,563
228,008
Rockford
463,050
858,450
859,950
1,323,000
104,895
388,631
720,244
721,744
1,110,375
88,080
Tuscola
752,456
1,394,419
3,000
1,397,419
2,149,875
170,554
427,437
794,632
796,632
1,224,069
179,906
05/25/07
139,219
259,369
398,588
58,355
147,263
274,307
421,570
61,716
283,430
527,190
529,190
812,620
119,731
Elkhart
495,914
922,471
923,971
1,419,885
208,390
Frankfort
208,666
388,345
390,345
599,011
88,491
173,250
323,022
496,272
72,677
Hartford City
250,310
465,702
467,702
718,012
105,896
129,938
242,134
372,072
54,477
269,294
500,939
502,439
771,733
113,546
318,432
592,193
593,693
912,125
134,078
Knox
341,250
633,499
634,999
976,249
132,766
10/09/07
274,309
421,572
112,613
209,959
322,572
47,237
209,196
389,995
391,495
600,691
88,583
F-20
227,500
422,249
423,749
651,249
88,756
Mishawaka
123,983
231,743
233,743
357,726
53,255
Morristown
366,590
682,082
684,082
1,050,672
154,582
103,950
193,870
297,820
43,617
184,237
342,974
344,974
529,211
78,282
New Albany
181,459
289,353
289,564
471,023
206,103
262,465
331,796
332,007
594,472
236,308
03/06/95
258,672
397,272
58,198
79,854
149,572
150,572
230,426
34,209
203,941
380,019
381,519
585,460
86,338
281,248
523,589
525,089
806,337
118,642
255,908
476,528
478,528
734,436
108,332
Rushville
121,275
226,497
347,772
50,958
South Bend
372,387
693,064
695,064
1,067,451
157,053
Wabash
430,437
800,871
802,871
1,233,308
181,309
334,923
623,488
624,988
959,911
141,119
415,275
772,713
774,213
1,189,488
174,695
West Lafayette
1,052,628
1,340,855
1,342,855
2,395,483
302,582
Zionsville
910,595
1,691,926
1,693,926
2,604,521
381,797
Berea
252,077
360,815
361,012
613,089
256,932
03/08/95
Elizabethtown
286,106
364
286,470
572,576
203,827
Lebanon
158,052
316,105
316,455
474,507
225,149
198,926
368,014
368,225
567,151
262,083
216,849
605,697
605,884
822,733
400,740
06/18/96
11/17/95
Mt. Washington
327,245
479,593
806,838
309,369
12/06/96
05/31/96
Owensboro
590,000
950,000
410,050
08/25/95
Baton Rouge
1,021,637
183,440
Bossier City
230,000
Destrehan
144,756
631,637
192,500
358,227
550,727
124,780
Amherst
110,969
639,806
750,775
239,927
08/18/03
574,601
756,174
1,330,775
283,565
Seekonk
298,354
268,518
566,872
191,095
Berlin
255,951
387,395
643,346
151,722
Crisfield
219,704
333,024
552,728
130,427
Hebron
376,251
567,844
944,095
222,398
La Plata
1,017,544
2,706,729
3,724,273
1,123,045
08/06/02
Mechanicsville
1,540,335
2,860,928
4,401,263
1,206,298
Millersville
830,737
2,696,245
3,526,982
1,136,963
Breckenridge
811,968
813,468
1,250,968
169,947
Carson City
486,468
488,468
750,968
102,397
Charlevoix
713,013
2,500
715,513
1,100,513
149,857
Cheboygan
518,013
520,513
800,513
109,232
Clare
306,250
567,718
569,718
875,968
119,325
F-21
229,250
426,218
426,718
655,968
89,058
Comstock
583,761
586,261
901,261
122,929
Farwell
811,468
170,106
Flint
194,492
476,504
348
476,852
671,344
325,031
12/21/95
Gladwin
259,013
260,513
400,513
54,749
Grand Rapids
812,261
813,761
1,251,261
170,008
442,249
443,249
681,249
92,660
Kalkaska
809,513
813,013
1,250,513
170,486
Lake City
115,500
213,513
215,013
330,513
45,269
Lakeview
96,250
177,718
179,718
275,968
38,075
Mackinaw City
455,000
844,513
845,513
1,300,513
176,465
Mecosta
227,468
228,468
350,968
47,914
811,013
170,011
Mount Pleasant
162,750
300,794
303,294
466,044
63,977
463,750
860,718
862,218
1,325,968
180,104
388,968
390,968
600,968
82,085
810,968
170,264
649,468
650,968
1,000,968
136,093
324,468
325,968
500,968
68,385
Petoskey
490,000
909,513
910,513
1,400,513
190,007
Prudenville
133,000
245,013
247,513
380,513
52,357
Saginaw
486,513
750,513
102,144
Standish
92,750
171,263
172,763
265,513
36,467
Traverse City
389,002
391,002
601,002
82,092
Walker
586,250
1,088,499
1,089,999
1,676,249
227,558
132,924
244,858
246,858
379,782
20,413
12/01/10
Andover
888,706
1,648,454
1,650,454
2,539,160
135,040
648,000
1,000,000
53,337
Baxter
Blaine
767,270
1,422,929
1,424,929
2,192,199
Bloomington
485,500
487,500
40,066
676,771
1,255,359
1,256,859
1,933,630
102,833
Brainerd
907,000
910,000
74,697
Brooklyn Center
979,764
1,818,061
1,819,561
2,799,325
148,787
1,817,561
148,851
830,336
1,540,052
1,542,052
2,372,388
126,188
578,964
1,073,220
1,075,220
1,654,184
88,063
Burnsville
615,240
1,141,089
1,142,589
1,757,829
93,501
515,298
954,981
956,981
1,472,279
78,407
932,558
1,729,892
1,731,892
2,664,450
141,691
Chaska
908,000
74,570
Columbia Heights
673,068
1,248,483
1,249,983
1,923,051
102,272
Coon Rapids
Cottage Grove
805,888
1,494,650
1,496,650
2,302,538
122,480
F-22
Crystal
552,641
1,024,332
1,026,332
1,578,973
84,070
740,518
1,373,248
1,375,248
2,115,766
112,565
906,287
1,680,604
1,683,104
2,589,391
137,770
699,277
1,296,658
1,298,658
1,997,935
106,310
947,702
1,758,519
1,760,019
2,707,721
143,925
485,526
899,690
901,690
1,387,216
73,891
Edina
568,893
1,054,516
1,056,516
1,625,409
86,535
Elk River
613,113
1,137,137
1,138,637
1,751,750
93,179
456,850
846,435
848,435
1,305,285
69,542
Excelsior
Falcon Heights
494,415
916,199
918,199
1,412,614
75,240
Farmington
810,500
812,500
66,608
Forest Lake
398,985
739,473
740,973
1,139,958
60,703
Fridley
519,325
962,461
964,461
1,483,786
79,018
706,295
1,309,691
1,311,691
2,017,986
107,375
323,000
26,795
Golden Valley
Hastings
Inver Grove Hghts
134,705
248,666
250,166
384,871
20,620
Lakeville
631,855
1,171,446
1,173,446
1,805,301
96,085
654,912
1,214,266
1,216,266
1,871,178
99,582
Litchfield
388,788
720,536
722,036
1,110,824
59,156
Little Falls
323,500
26,732
Long Lake
808,543
1,499,579
1,501,579
2,310,122
122,882
Maplewood
931,427
1,728,293
1,729,793
2,661,220
141,456
Mendota Heights
827,026
1,533,906
1,535,906
2,362,932
125,686
717,808
1,331,072
1,333,072
2,050,880
109,121
Minneapolis
967,640
1,795,045
1,797,045
2,764,685
147,012
856,122
1,587,941
1,589,941
2,446,063
130,099
938,237
1,740,440
1,742,440
2,680,677
142,553
365,977
678,171
679,671
1,045,648
55,696
738,535
1,370,064
1,371,564
2,110,099
112,201
811,510
1,505,590
1,507,090
2,318,600
123,269
539,242
999,450
1,001,450
1,540,692
82,038
577,070
1,069,702
1,071,702
1,648,772
87,776
648,500
53,273
759,822
1,409,597
1,411,097
2,170,919
115,430
Monticello
589,643
1,093,051
1,095,051
1,684,694
89,683
Mounds View
743,926
1,379,578
1,381,578
2,125,504
113,082
New Brighton
585,039
1,085,002
1,086,502
1,671,541
88,921
F-23
New Hope
967,228
1,794,280
1,796,280
2,763,508
146,950
Oak Park Heights
635,158
1,177,579
1,179,579
1,814,737
96,586
Pine City
644,412
1,194,265
1,196,765
1,841,177
98,052
546,257
1,012,476
1,014,476
1,560,733
83,102
Ramsey
650,205
1,205,523
1,207,523
1,857,728
98,868
Richfield
630,540
1,169,003
1,171,003
1,801,543
95,885
678,216
1,257,543
1,259,543
1,937,759
103,116
436,919
809,921
811,421
1,248,340
66,456
839,497
1,557,065
1,559,065
2,398,562
127,577
Rochester
585,831
1,085,971
1,087,971
1,673,802
89,104
66,848
122,146
124,146
190,994
10,392
594,385
1,101,857
1,103,857
1,698,242
90,402
110,113
202,995
204,495
314,608
16,890
Rogers
781,303
1,448,991
1,450,991
2,232,294
118,751
403,786
748,387
749,887
1,153,673
61,431
Sauk Rapids
Savage
605,220
1,122,481
1,123,981
1,729,201
91,982
569,195
1,055,575
1,057,075
1,626,270
86,518
Shakopee
522,391
966,156
4,000
970,156
1,492,547
79,736
477,517
883,817
886,817
1,364,334
72,803
688,324
1,276,317
1,278,317
1,966,641
104,649
783,764
1,454,062
1,455,562
2,239,326
119,061
786,129
1,458,454
1,459,954
2,246,083
119,420
322,000
26,922
677,052
1,255,383
1,257,383
1,934,435
102,940
St. Louis Park
St. Michael
561,604
1,040,480
1,042,980
1,604,584
85,493
St. Paul
808,755
1,500,473
1,501,973
2,310,728
122,851
418,774
776,223
777,723
1,196,497
63,704
832,144
1,543,409
1,545,409
2,377,553
126,462
576,820
1,069,736
1,071,236
1,648,056
87,674
531,091
984,311
986,311
1,517,402
80,802
592,617
1,099,075
1,100,575
1,693,192
90,070
739,277
1,371,444
1,372,944
2,112,221
112,314
788,752
1,463,324
1,464,824
2,253,576
119,817
950,678
1,764,046
1,765,546
2,716,224
144,376
486,000
40,003
F-24
541,547
1,004,231
1,005,731
1,547,278
82,325
827,608
1,535,987
1,536,987
2,364,595
125,647
789,790
1,464,752
1,466,752
2,256,542
120,038
St. Paul Park
1,925,000
3,575,000
5,500,000
291,958
Vadnais Heights
931,400
1,727,742
1,729,742
2,661,142
141,516
West St. Paul
943,945
1,751,040
1,753,040
2,696,985
143,418
860,523
1,596,113
1,598,113
2,458,636
130,766
Willmar
919,366
1,705,395
1,707,395
2,626,761
139,691
962,500
1,786,000
1,787,500
2,750,000
146,169
Zimmerman
Brandon
671,486
1,247,588
1,919,074
376,356
06/30/05
Flowood
437,926
813,832
1,251,758
245,507
399,972
743,347
1,143,319
224,244
329,904
613,221
943,125
184,989
540,108
1,003,600
1,543,708
302,753
350,341
651,013
1,001,354
196,389
Meridian
813,671
1,251,597
245,458
405,811
754,030
1,159,841
227,466
145,975
271,478
417,453
81,896
280,273
520,887
801,160
157,135
321,146
596,794
917,940
178,044
07/19/05
Newton
467,121
867,891
1,335,012
261,814
544,488
1,011,733
1,556,221
305,207
472,960
878,735
1,351,695
265,085
Southaven
225,640
Terry
583,901
1,084,930
1,668,831
327,288
Waveland
300,625
900,625
143,776
01/25/01
Archdale
410,000
257,290
Banner Elk
386,993
718,861
720,861
1,107,854
138,731
03/27/08
355,330
660,558
662,058
1,017,388
127,318
Burgaw
198,774
369,653
370,653
569,427
71,324
457,356
849,377
850,877
1,308,233
163,509
Carolina Beach
848,929
850,929
1,308,285
163,660
255,064
473,349
475,849
730,913
91,912
1,221,637
204,540
851,637
1,571,637
299,490
Goldsboro
740,625
1,200,625
354,242
700,000
655,000
1,355,000
346,058
10/27/99
515,000
845,000
357,925
Hampstead
562,900
1,045,971
1,046,971
1,609,871
200,952
Holly Ridge
721,215
1,339,486
1,340,986
2,062,201
257,446
Hubert
404,584
750,372
752,872
1,157,456
145,008
530,000
368,350
F-25
551,637
260,727
400,727
90,817
653,367
654,867
1,006,679
125,940
Kinston
1,057,833
1,057,986
1,607,986
643,499
1,531,637
278,390
Richlands
492,537
914,735
916,235
1,408,772
176,035
376,439
698,103
700,603
1,077,042
134,989
Riegelwood
452,416
453,916
92,631
Rose Hill
369,153
71,466
Roxboro
243,112
368,107
611,219
144,168
Shallotte
914,766
916,266
1,408,803
176,041
Wallace
175,408
177,408
46,987
Whitelake
228,678
424,774
426,274
654,952
82,126
527,718
979,145
981,645
1,509,363
188,856
653,930
654,930
1,006,742
125,810
474,946
881,640
883,640
1,358,586
169,930
351,366
353,366
119,758
364,126
676,287
677,787
1,041,913
130,333
439,765
817,271
818,271
1,258,036
157,117
804,196
805,696
154,849
334,222
621,320
622,320
956,542
119,560
718,788
720,288
1,107,281
138,479
815,793
818,293
1,258,058
157,547
979,102
981,602
1,509,320
188,848
620,284
622,284
956,506
119,837
620,751
622,251
956,473
119,689
Winston-Salem
Zebulon
306,077
568,087
570,587
876,664
110,070
Farmingdale
1,459,957
2,712,264
4,172,221
1,125,550
Galloway
1,367,872
2,540,604
3,908,476
1,071,245
1,539,117
2,858,630
4,397,747
1,206,283
Millville
953,891
1,771,782
2,725,673
747,092
Toms River
1,265,861
2,351,154
3,617,015
991,757
982,526
1,824,961
2,807,487
769,173
271,637
471,637
95,523
Kingston
257,763
456,042
713,805
323,030
04/06/95
Alliance
454,440
841,460
843,960
1,298,400
86,173
06/22/10
Atwater
118,555
266,748
266,957
385,512
189,981
Bellefontaine
1,039,610
1,042,110
1,602,110
203,922
02/29/08
845,610
847,110
1,302,110
165,608
147,296
304,411
304,533
451,829
216,740
273,085
471,693
13,088
484,781
757,866
322,573
321,792
1,144,619
1,466,411
440,796
De Graff
302,750
561,860
564,360
867,110
110,760
Eaton
164,588
306,934
471,522
69,057
Galion
138,981
327,597
327,806
466,787
233,285
Groveport
277,198
445,497
16,091
461,704
738,902
306,234
F-26
Jackson Center
367,500
682,110
684,610
1,052,110
Kenton
261,462
262,462
402,462
46,179
08/29/08
Marysville
507,500
943,110
944,610
1,452,110
184,621
1,300,610
2,002,110
254,333
650,610
652,110
1,002,110
127,583
Perrysburg
211,678
390,680
390,814
602,492
251,105
01/10/96
09/01/95
Russells Point
546,000
1,013,610
1,016,110
1,562,110
198,852
Streetsboro
402,988
533,349
533,463
936,451
314,714
01/27/97
09/03/96
Tiffin
117,017
273,040
273,249
390,266
194,458
03/07/95
Tipp City
355,009
588,111
588,196
943,205
351,898
01/31/97
06/27/96
Wadsworth
266,507
496,917
497,033
763,540
304,169
07/01/96
126,545
508,266
508,439
634,984
316,077
Aliquippa
226,195
452,631
678,826
162,191
01/29/04
Beaver
95,626
223,368
318,994
80,038
Beaver Falls
92,207
230,758
322,965
82,686
Cornwells Heights
569,763
387,611
957,374
149,224
05/29/03
Doylestown
800,134
1,226,452
2,026,586
472,179
East Caln
1,722,222
576
1,722,798
226
02/25/03
Lansdale
1,356,324
385,761
1,742,085
148,512
Penndel
739,487
1,003,809
1,743,296
386,461
Perryopolis
148,953
134,299
283,252
48,122
808,681
256,843
1,065,524
98,879
425,928
167,147
593,075
64,346
390,342
226,919
617,261
87,358
541,792
236,049
777,841
90,873
530,018
214,977
744,995
82,761
614,101
277,277
891,378
106,746
1,011,389
491,302
1,502,691
189,146
935,672
448,426
1,384,098
172,639
689,172
426,596
1,115,768
164,234
349,294
134,485
483,779
51,771
557,515
244,121
801,636
90,732
09/16/03
497,668
320,170
817,838
114,726
296,277
287,540
583,817
103,033
395,417
474,741
870,158
170,113
118,118
231,108
349,226
82,812
South Park
252,247
436,182
688,429
156,257
Southampton
783,279
163,721
947,000
63,027
440,565
278,492
719,057
99,791
Verona
171,411
257,358
428,769
92,218
Willow Grove
329,934
73,123
403,057
28,147
Aiken
432,527
752,527
232,840
472,679
802,679
254,455
543,588
1,103,588
292,626
542,982
902,982
292,301
388,058
928,058
208,900
251,770
501,770
135,534
Beech Island
811,637
169,373
F-27
Belvedere
463,080
953,080
249,287
Bishopville
191,738
356,130
357,630
549,368
68,970
Bonneau
128,411
239,191
240,691
369,102
46,556
269,136
499,897
501,397
770,533
96,525
243,250
312,750
165,856
Conway
251,890
252,890
75,493
Cordova
137,207
255,025
257,025
394,232
49,829
Eastover
138,966
258,625
259,625
398,591
50,044
193,497
359,413
360,913
554,410
69,599
337,740
627,293
628,793
966,533
120,943
241,637
84,973
390,000
462,847
852,847
249,161
402,392
702,392
216,617
370,000
432,695
802,695
232,930
483,604
1,103,604
260,335
423,604
228,035
Greer
502,879
902,879
270,712
Hemingway
246,269
458,069
459,569
705,838
88,508
Hilton Head
243,223
344,510
530,010
120,004
Irmo
690,000
1,151,637
632,626
802,626
340,559
Kingstree
301,766
303,766
84,752
209,328
389,965
390,965
600,293
75,217
202,292
376,398
377,898
580,190
72,854
255,000
545,000
378,775
563,891
1,203,891
303,555
563,588
303,393
843,891
454,289
Lugoff
200,533
372,490
373,990
574,523
72,105
Moncks Corner
654,578
655,578
1,007,390
125,935
Mt. Pleasant
668,443
1,241,940
1,242,940
1,911,383
238,512
Myrtle Beach
140,725
261,942
262,942
403,667
50,679
913,807
916,307
1,408,844
176,333
980,766
982,266
1,509,984
188,692
703,624
1,307,326
1,308,326
2,011,950
251,045
176,002
177,502
34,445
753,979
755,479
145,224
327,278
328,278
114,488
277,019
278,019
84,725
North Augusta
452,777
243,741
429,606
650,008
1,050,008
451,751
Orangeburg
1,011,637
Pinewood
325,426
605,076
606,576
932,002
116,684
Simpsonville
573,485
1,103,485
308,720
F-28
Spartanburg
470,000
432,879
233,028
Summerton
142,484
265,326
266,826
409,310
51,565
297,500
553,227
850,727
192,705
211,087
392,065
393,565
604,652
75,857
263,859
490,128
491,628
755,487
94,653
362,367
673,012
674,512
1,036,879
129,705
181,183
336,587
338,087
519,270
65,224
154,797
287,584
289,084
443,881
55,832
653,469
654,969
1,006,781
125,960
620,801
622,301
956,523
119,698
281,450
522,796
524,296
805,746
100,914
149,520
278,284
279,284
428,804
53,812
146,002
271,250
272,750
418,752
52,701
372,921
693,113
694,113
1,067,034
133,321
277,726
279,226
428,746
53,942
262,100
486,861
488,361
750,461
94,026
184,701
344,620
529,321
66,051
West Aiken
402,665
802,665
216,764
West Columbia
693,574
1,103,574
373,368
336,000
624,727
960,727
217,611
Arrington
1,101,242
326,242
501,242
120,159
124,179
231,860
356,039
85,395
Benton
358,742
551,242
132,130
Chattanooga
338,741
520,472
124,763
313,242
481,242
115,371
(79,571)
162,879
258,792
421,671
95,315
159,979
298,346
458,325
109,884
105,000
196,242
301,242
72,276
456,242
701,242
168,043
553,742
851,242
203,955
323,750
822,529
1,146,279
283,045
521,242
801,242
191,984
257,250
478,992
736,242
176,422
283,209
527,201
810,410
194,179
542,500
1,008,742
1,551,242
371,547
300,373
559,077
(39,679)
260,694
819,771
205,920
(24,664)
150,336
476,578
110,009
205,545
315,554
75,703
423,742
651,242
156,072
859,450
F-29
Dunlap
Etowah
Gallatin
525,000
976,242
1,501,242
359,576
Gray
191,151
355,563
546,714
72,889
Harrison
484,313
900,680
1,384,993
331,744
Hixson
504,992
776,242
185,999
513,215
954,355
1,467,570
351,515
94,500
176,742
271,242
65,094
Kimball
Kingsport
155,603
289,545
445,148
59,355
310,303
576,845
887,148
118,252
La Vergne
340,000
990,000
451,750
577,500
1,073,742
(15,745)
561,755
1,635,497
395,489
266,119
495,463
761,582
182,489
281,675
524,352
806,027
193,130
319,846
595,242
915,088
219,241
Monteagle
271,173
504,849
776,022
185,946
Mt. Juliet
397,128
738,764
1,135,892
272,105
549,500
1,021,742
1,571,242
376,335
467,810
870,032
1,337,842
320,455
498,628
927,264
1,425,892
341,536
Ocoee
119,792
223,713
(11,239)
108,553
332,266
82,395
Ooltewah
234,231
436,241
670,472
160,676
1,301,242
(190,623)
635,909
1,174,710
1,810,619
436,887
Red Bank
1,001,242
239,868
Roan Mountain
286,303
532,274
818,577
109,115
Shelbyville
320,229
595,953
916,182
219,503
426,466
793,251
1,219,717
292,174
1,170,036
1,800,036
294,459
09/27/06
Soddy Daisy
553,732
851,232
203,952
Sweetwater
339,231
1,131,287
1,470,518
339,178
248,242
381,242
91,429
Abingdon
57,847
107,997
165,844
22,138
Big Stone Gap
527,303
979,860
1,507,163
200,870
Bristol
213,369
396,824
610,193
81,347
268,303
498,845
767,148
102,262
171,156
318,428
489,584
65,276
Castlewood
387,303
720,307
1,107,610
147,661
Cedar Bluff
492,303
915,307
1,407,610
187,636
F-30
Chatham
347,728
525,031
872,759
205,630
400,366
625,366
118,108
08/18/05
Clintwood
378,553
703,610
1,082,163
144,239
Coeburn
168,934
314,764
483,698
64,525
312,303
581,021
893,324
119,108
282,303
525,307
807,610
107,686
Collinsville
84,465
130,137
214,602
50,963
Danville
149,276
227,333
376,609
89,031
83,644
128,884
212,528
50,473
266,722
403,501
670,223
158,031
Franklin
536,667
863,699
1,400,366
254,791
Gate City
422,303
784,845
1,207,148
160,892
440,965
1,140,965
259,425
04/17/98
Hampton
433,985
459,108
893,093
270,098
Highland Springs
396,720
598,547
995,267
234,424
Honaker
Martinsville
246,820
373,653
620,473
146,340
83,521
128,706
212,227
50,403
Midlothian
302,872
303,025
628,025
186,276
08/21/97
Newport News
490,616
605,304
1,095,920
326,778
01/20/00
Norton
157,826
293,688
451,514
60,204
457,303
849,860
1,307,163
174,220
222,256
413,344
635,600
84,734
Pound
256,170
476,327
732,497
97,645
276,303
513,717
790,020
105,310
140,051
261,125
401,176
53,529
1,100,740
235,761
250,875
650,875
147,589
740
1,000,740
100,695
800,695
59,235
1,144,841
3,371,146
4,515,987
1,397,185
298,227
451,014
749,241
176,640
329,698
498,015
827,713
195,048
213,982
324,659
538,641
127,151
482,735
727,776
1,210,511
285,039
350,453
529,365
879,818
207,327
323,496
488,918
812,414
191,486
278,443
421,584
700,027
165,113
575,366
900,366
169,733
Rosedale
211,147
393,160
604,307
80,596
Sandston
152,535
232,528
385,063
91,066
South Boston
160,893
244,778
405,671
95,864
334,803
622,807
957,610
127,674
785,307
1,207,610
160,986
271,865
601,997
167
602,164
874,029
386,358
Staunton
675,000
1,000,366
1,675,366
295,108
Suffolk
1,700,366
Tazewell
153,382
285,882
439,264
58,604
F-31
Troutville
575,000
975,366
1,550,366
287,733
1,194,560
2,218,773
3,413,333
935,567
515,971
649,125
649,286
1,165,257
416,594
Weber City
369,803
687,345
1,057,148
140,904
Williamsburg
838,172
1,556,910
2,395,082
656,421
Wise
622,360
957,163
127,582
66,733
124,517
191,250
25,524
Wytheville
1,222,535
1,577,830
2,800,365
465,460
Yorktown
309,435
447,144
756,579
263,054
Spokane
66,150
146,921
55,528
7,650
210,099
276,249
164,748
East Troy
578,813
1,072,938
1,074,938
1,653,751
131,141
Ellsworth
Menomonie
770,442
1,428,821
1,430,821
2,201,263
117,104
441,256
817,975
819,475
1,260,731
67,114
Mondovi
Osseo
613,373
1,136,622
1,139,122
1,752,495
93,345
Morgan Hill
319,063
2,518,205
2,837,268
29,379
2,790,740
4,713,106
7,503,846
54,986
1,415,674
4,367,269
5,782,943
50,951
Temecula
2,027,441
4,644,558
6,671,999
54,187
Clermont
980,500
3,632,575
4,613,075
06/26/12
Cutler Ridge
743,498
657,485
200,746
858,385
1,601,883
479,600
159,587
618,398
618,609
778,196
398,888
Stony Brook
980,000
1,801,586
5,641
1,807,459
2,787,459
1,008,445
Pleasant Hills
631,084
1,172,563
1,803,647
474,886
11/01/02
10,150,000
1,481,370
10,969,189
12,450,559
127,974
09/19/12
707,673
1,314,251
2,021,924
06/01/12
322,861
599,600
922,461
999
12/14/12
301,085
559,159
860,244
12,115
419,440
778,959
1,198,399
1,298
501,318
931,020
1,432,338
20,172
532,170
988,317
1,520,487
1,647
366,980
681,533
1,048,513
1,136
Prichard
429,411
797,478
1,226,889
1,329
Atkins
AR
264,657
491,507
756,164
819
Hope
421,413
782,623
1,204,036
16,957
Marianna
230,373
427,836
658,209
713
Pine Bluff
562,282
1,044,237
1,606,519
22,625
579,851
1,076,865
1,656,716
1,795
F-32
West Helena
331,612
615,851
947,463
1,026
Camp Verde
244,826
454,678
699,504
9,851
Lake Havasu
439,388
816,005
1,255,393
17,680
712,708
1,323,600
2,036,308
28,678
642,917
1,193,990
1,836,907
25,870
721,637
1,340,182
2,061,819
29,037
580,167
1,077,452
1,657,619
23,345
581,123
1,079,228
1,660,351
23,383
461,061
856,257
1,317,318
18,552
Yuma
225,609
418,988
644,597
9,078
Federal Heights
561,752
1,043,254
1,605,006
501,314
931,013
1,432,327
Bartow
476,372
884,692
1,361,064
1,474
605,652
1,124,782
1,730,434
1,875
Cottondale
458,337
851,196
1,309,533
1,419
Crystal River
432,782
803,739
1,236,521
1,340
Fern Park
663,492
1,232,199
1,895,691
2,054
491,957
913,635
1,405,592
1,523
Groveland
101,782
189,258
189,447
291,229
104,574
485,785
902,173
1,387,958
1,504
Immokalee
659,438
1,224,671
1,884,109
26,535
479,745
890,954
1,370,699
19,304
635,245
1,179,740
1,814,985
1,966
577,368
1,072,255
1,649,623
1,787
774,832
1,438,974
2,213,806
2,398
580,539
1,078,144
1,658,683
1,797
Jasper
397,823
738,814
1,136,637
1,231
342,755
636,546
979,301
13,792
455,575
846,067
1,301,642
1,410
Largo
567,646
1,054,201
1,621,847
1,757
Lehigh Acres
560,116
1,040,215
1,600,331
1,734
Miami
648,087
1,203,591
1,851,678
2,006
Ocala
482,475
896,026
1,378,501
1,493
Opa Locka
665,870
1,236,615
1,902,485
26,793
468,060
869,253
1,337,313
S Dayton Beach
652,903
1,212,534
1,865,437
541,317
1,005,304
1,546,621
1,676
559,416
1,038,915
1,598,331
22,510
552,447
1,025,973
1,578,420
22,229
549,314
1,020,154
1,569,468
1,700
611,153
1,134,998
1,746,151
1,892
634,199
1,177,799
1,811,998
1,963
Temple Terrace
666,400
1,237,599
1,903,999
26,815
Winter Haven
441,079
819,148
1,260,227
17,748
437,109
811,775
1,248,884
1,353
572,784
1,063,741
1,636,525
23,048
396,046
735,513
1,131,559
1,226
Brunswick
525,784
976,455
1,502,239
1,627
F-33
374,722
695,913
1,070,635
1,160
737,753
1,370,114
2,107,867
29,686
Dawson
413,732
768,359
1,182,091
1,281
Thomasville
407,954
757,629
1,165,583
1,263
298,668
554,669
853,337
924
Waycross
417,843
775,994
1,193,837
1,293
Wrightsville
274,254
509,328
783,582
Des Moines
455,336
845,625
1,300,961
18,322
Mason City
242,135
449,678
691,813
9,743
Calumet City
561,828
1,043,394
1,605,222
22,607
759,213
1,409,966
2,169,179
2,350
Dwight
355,224
659,701
1,014,925
1,100
East Saint Louis
564,367
1,048,111
1,612,478
1,747
Galesburg
325,959
605,353
931,312
13,116
Harvey
356,530
662,127
1,018,657
1,104
396,961
737,212
1,134,173
1,229
Metropolis
522,911
971,120
1,494,031
1,619
378,198
702,367
1,080,565
15,218
Virden
546,679
1,015,261
1,561,940
1,692
634,963
1,179,216
1,814,179
1,965
454,789
844,607
1,299,396
18,300
437,343
812,209
1,249,552
1,354
Parker City
266,530
494,983
761,513
10,725
Rockport
203,782
378,451
582,233
507,845
943,140
1,450,985
1,572
Arma
170,875
793,860
964,735
11,908
08/30/12
Basehor
171,627
872,548
1,044,175
Burlington
173,930
806,439
980,369
12,097
Cheney
161,300
770,354
931,654
11,555
Cherryvale
90,248
811,836
902,084
12,178
Coffeyville
519,254
964,328
1,483,582
1,607
Edwardsville
161,785
906,004
1,067,789
13,590
119,882
848,233
968,115
Fort Scott
442,309
875,130
1,317,439
7,293
10/31/12
Fredonia
353,485
699,387
1,052,872
5,828
Galena
348,023
688,581
1,036,604
5,738
Horton
101,571
844,142
945,713
12,662
Hoxie
338,945
670,621
1,009,566
5,589
727,505
1,077,505
6,063
577,037
1,071,640
1,648,677
23,219
140,147
922,934
1,063,081
13,844
Lawrence
236,948
965,247
1,202,195
14,479
Leavenworth
432,608
855,938
1,288,546
7,133
Liberal
344,113
680,846
1,024,959
5,674
Lyndon
100,642
822,510
923,152
12,338
Neodesha
124,388
867,203
991,591
13,008
110,986
873,540
984,526
13,103
Salina
194,508
889,894
1,084,402
13,348
F-34
352,665
697,766
1,050,431
5,815
81,586
828,885
910,471
12,433
375,827
743,592
1,119,419
6,197
90,000
1,206,374
1,296,374
10,053
444,855
880,168
1,325,023
7,335
412,493
816,139
1,228,632
6,801
418,954
828,922
1,247,876
6,908
499,759
928,124
1,427,883
1,547
Mount Vernon
470,619
874,008
1,344,627
1,457
Somerset
456,467
847,725
1,304,192
18,367
563,114
1,045,783
1,608,897
22,659
433,213
804,539
1,237,752
1,341
Dixie Inn
318,870
592,187
911,057
987
Dutch Town
489,660
909,368
1,399,028
1,516
Hammond
417,284
774,955
1,192,239
16,791
Logansport
494,202
917,805
1,412,007
1,530
Minden
339,679
630,832
970,511
13,668
Saint Bernard
447,884
831,784
1,279,668
18,022
605,336
1,124,196
1,729,532
24,358
719,595
1,336,390
2,055,985
2,227
Bangor
513,772
954,149
1,467,921
20,673
Battle Creek
438,869
815,042
1,253,911
Croswell
387,461
719,571
1,107,032
15,591
Dearborn
522,650
970,637
1,493,287
21,030
Detroit
667,232
1,239,145
1,906,377
26,848
510,751
948,537
1,459,288
20,552
526,567
977,911
1,504,478
1,630
473,329
879,039
1,352,368
19,046
592,388
1,100,149
1,692,537
1,834
354,869
659,042
1,013,911
1,098
Mount Morris
604,949
1,123,476
1,728,425
1,872
Onaway
510,098
947,326
1,457,424
Romulus
578,474
1,074,310
1,652,784
23,277
Yale
248,856
462,160
711,016
10,013
443,895
824,377
1,268,272
17,862
557,439
1,035,244
1,592,683
22,430
352,739
697,913
1,050,652
5,816
St Louis
647,256
1,202,046
1,849,302
26,044
465,674
864,824
1,330,498
668,518
1,241,534
1,910,052
26,900
Liberty
432,170
802,601
1,234,771
17,390
Vicksburg
577,491
1,072,483
1,649,974
23,237
442,367
821,540
1,263,907
1,369
Kings Mountain
492,867
915,324
1,408,191
1,526
Lincolnton
343,797
638,479
982,276
1,064
Lumberton
459,702
853,731
1,313,433
1,423
475,680
883,406
1,359,086
1,472
F-35
Taylorsville
336,401
624,744
961,145
1,041
Winterville
250,429
465,082
715,511
10,077
370,620
688,294
1,058,914
Nebraska City
190,852
354,439
545,291
591
South Sioux City
290,379
539,274
829,653
11,684
457,288
849,249
1,306,537
1,415
Walpole
477,671
887,103
1,364,774
1,479
Malaga
513,159
953,010
1,466,169
1,588
589,570
1,094,917
1,684,487
23,723
281,887
523,504
805,391
11,343
Bloomfield
458,086
850,732
1,308,818
18,433
Chama
392,836
729,552
1,122,388
1,216
Cuba
543,339
1,009,059
1,552,398
21,863
Gallup
667,383
1,239,426
1,906,809
26,854
Kirtland
688,532
1,278,703
1,967,235
27,705
Las Cruces
331,422
615,497
946,919
13,336
Los Lunas
505,257
938,335
1,443,592
20,331
Tularosa
233,037
665,819
721
Gouverneur
485,614
901,855
1,387,469
Gowanda
503,722
935,484
1,439,206
20,269
Schenectady
468,077
869,287
1,337,364
469,209
871,388
1,340,597
1,452
Blanchester
359,899
668,383
1,028,282
1,114
574,968
1,067,799
1,642,767
23,136
359,083
666,868
1,025,951
14,449
Georgetown
381,051
707,665
1,088,716
1,179
400,787
744,320
1,145,107
16,127
371,453
689,842
1,061,295
1,150
350,151
650,280
1,000,431
14,089
Orwell
293,628
545,309
838,937
11,815
Peebles
436,054
809,815
1,245,869
1,350
Ripley
359,515
667,671
1,027,186
14,466
Warren
505,805
939,353
1,445,158
20,353
Ardmore
347,932
646,160
994,092
Claremore
231,355
774,203
1,005,558
11,613
Clayton
428,202
847,219
1,275,421
7,060
Davis
505,183
999,530
1,504,713
8,329
Drumright
169,840
315,418
485,258
526
Duncan
430,448
799,403
1,229,851
1,332
Grove
376,598
745,118
1,121,716
6,209
Haskell
228,333
424,047
652,380
9,188
Hollis
61,713
880,041
941,754
13,201
Hulbert
336,767
666,310
1,003,077
5,553
342,548
677,749
1,020,297
5,648
Kellyville
373,030
738,059
1,111,089
Konawa
344,210
681,036
1,025,246
5,675
Lawton
435,764
862,182
1,297,946
7,185
F-36
495,915
1,135,915
4,133
318,134
590,821
908,955
985
288,016
534,887
822,903
11,589
342,323
677,303
1,019,626
5,644
Stratford
342,426
677,506
1,019,932
5,646
384,370
760,495
1,144,865
6,337
Wilson
89,538
814,202
903,740
12,213
Woodward
221,150
802,563
1,023,713
12,038
268,056
497,817
765,873
830
Newberry
383,286
711,817
1,095,103
1,186
Mascot
378,741
749,359
1,128,100
6,245
225,548
418,876
644,424
9,076
493,000
915,572
1,408,572
19,837
369,950
687,049
1,056,999
14,886
563,795
1,047,048
1,610,843
22,686
552,777
1,026,586
1,579,363
22,243
Alton
345,945
642,468
988,413
13,920
Amarillo
191,492
811,497
1,002,989
12,172
260,864
712,639
973,503
Anahuac
531,601
987,259
1,518,860
1,645
Arcola
309,969
961,069
1,271,038
14,416
401,127
793,650
1,194,777
6,614
876,114
1,486,114
7,301
Bacliff
557,574
1,035,495
1,593,069
22,436
Balch Springs
1,093,502
1,682,311
1,823
Baytown
486,394
903,304
1,389,698
19,572
447,005
830,152
1,277,157
17,987
Beaumont
526,746
978,243
1,504,989
21,195
186,877
1,007,961
1,194,838
15,119
Beeville
382,613
710,566
1,093,179
15,396
Blossom
82,320
825,297
907,617
12,379
Brownsville
287,319
533,592
820,911
11,561
165,267
1,358,083
1,523,350
20,371
Canyon Lake
183,707
1,170,581
1,354,288
17,559
Cedar Creek
183,296
933,294
1,116,590
13,999
Corpus Christi
460,501
855,215
1,315,716
18,530
291,106
540,626
831,732
11,714
Cotulla
919,863
1,708,316
2,628,179
2,847
Creedmoor
391,935
775,464
1,167,399
6,462
Crystal City
549,519
1,020,535
1,570,054
660,890
1,227,367
1,888,257
26,593
474,480
881,177
1,355,657
19,092
Del Rio
447,839
886,072
1,333,911
7,384
Desoto
452,327
894,952
1,347,279
7,458
Eagle Pass
516,608
959,416
1,476,024
20,787
383,327
758,431
1,141,758
6,320
Fort Stockton
465,636
864,752
1,330,388
1,441
547,855
1,019,204
1,567,059
15,288
F-37
213,683
848,314
1,061,997
12,725
600,746
1,115,672
1,716,418
1,859
Freer
269,137
499,827
768,964
833
Grape Creek
232,999
710,940
943,939
Hardin
143,336
805,614
948,950
12,084
Harker Heights
488,753
907,685
1,396,438
19,667
366,122
724,391
1,090,513
6,037
Hebbronville
481,250
893,750
1,375,000
Hewitt
438,118
866,838
1,304,956
7,224
279,181
518,479
797,660
11,234
434,980
807,819
1,242,799
17,503
429,081
796,866
1,225,947
17,265
490,377
910,700
1,401,077
19,732
453,245
896,768
1,350,013
7,473
1,027,118
1,527,118
8,559
430,589
851,943
1,282,532
7,100
467,805
868,780
1,336,585
1,448
610,149
1,133,135
1,743,284
1,889
881,178
1,355,658
1,469
436,233
863,109
1,299,342
7,193
Kaufman
488,687
907,561
1,396,248
19,664
Killeen
480,758
892,837
1,373,595
19,345
409,670
810,553
1,220,223
6,755
Lacy Lakeview
429,768
798,141
1,227,909
17,293
Lake Hills
183,968
795,341
979,309
11,930
Lamesa
450,012
835,736
1,285,748
18,108
Leonard
277,575
515,496
793,071
11,169
Longview
435,985
809,687
1,245,672
1,349
473,119
878,650
1,351,769
1,464
150,012
278,594
428,606
464
Los Fresnos
533,059
989,968
1,523,027
21,449
Lufkin
267,700
497,158
764,858
829
Marshall
665,113
1,235,211
1,900,324
26,763
544,075
1,322,431
1,866,506
786,734
02/03/98
194,594
790,843
985,437
11,863
Monahans
473,723
879,770
1,353,493
1,466
Mt Enterprise
510,030
947,198
1,457,228
Nacogdoches
585,075
1,086,567
1,671,642
1,811
New Boston
226,547
420,730
647,277
9,116
Odessa
200,900
874,978
1,075,878
13,125
393,275
795,622
1,188,897
11,934
299,235
687,360
986,595
10,310
Onalaska
455,522
845,970
1,301,492
Paris
194,054
844,235
1,038,289
12,664
Pearsall
314,465
584,006
898,471
12,653
Perryton
534,489
992,623
1,527,112
1,654
Pharr
506,911
941,407
1,448,318
20,397
F-38
Pinehurst
392,523
776,626
1,169,149
6,472
Pittsburg
469,724
872,344
1,342,068
18,901
Port Acres
268,899
499,384
768,283
10,820
Port Arthur
253,535
828,487
1,082,022
12,427
Port Isabel
Port Neches
498,469
925,729
1,424,198
1,543
Porter
559,462
1,039,001
1,598,463
1,732
Progreso
200,597
372,537
573,134
621
Rio Vista
61,254
829,871
891,125
12,448
Rosenburg
408,933
759,448
1,168,381
16,455
Rusk
446,174
828,610
1,274,784
1,381
485,162
901,016
1,386,178
19,522
San Angelo
308,573
1,000,504
1,309,077
15,008
663,903
1,232,962
1,896,865
26,714
474,828
881,824
1,356,652
19,106
357,827
664,536
1,022,363
14,398
637,451
1,183,837
1,821,288
25,650
265,044
818,313
1,083,357
12,275
273,109
896,601
1,169,710
13,449
San Augustine
468,018
869,176
1,337,194
Sattler
424,566
788,481
1,213,047
17,084
Schertz
300,878
558,773
859,651
12,107
103,470
899,122
1,002,592
13,487
Sherman
Sullivan City
496,544
922,154
1,418,698
1,537
Temple
248,015
805,588
1,053,603
580,869
1,078,758
1,659,627
1,798
Texas City
238,472
973,286
1,211,758
14,599
527,779
980,161
1,507,940
21,237
Wells
141,780
840,639
982,419
12,610
Wichita Falls
297,454
552,415
849,869
11,969
Willis
1,233,946
1,898,378
26,735
Wills Point
417,304
774,994
1,192,298
1,292
Wilmer
489,576
909,212
1,398,788
1,515
Winnsboro
446,940
830,031
1,276,971
1,383
Winters
50,842
811,377
862,219
12,171
Kanab
Mt Pleasant
573,530
1,065,126
1,638,656
23,078
259,997
906,036
1,166,033
13,591
Goshen
80,157
831,602
911,759
12,474
Madison Heights
276,413
936,546
1,212,959
14,048
Onley
313,433
582,089
895,522
970
524,294
973,688
1,497,982
21,097
709,379
1,317,417
2,026,796
28,544
591,344
1,098,210
1,689,554
23,795
655,795
1,217,906
1,873,701
2,030
478,904
889,394
1,368,298
1,482
Shawsville
334,624
1,066,596
1,401,220
15,999
F-39
Stanleytown
359,846
668,286
1,028,132
Victoria
194,099
914,642
1,108,741
13,720
Eagle River
208,955
388,060
597,015
647
538,419
999,922
1,538,341
21,665
Spooner
564,022
1,047,470
1,611,492
22,695
Huntington
WV
376,119
698,508
1,074,627
1,164
Cheyenne
WY
521,603
968,690
1,490,293
20,988
1,150,000
1,479,627
2,629,627
466,090
02/09/05
959,875
2,350,208
3,310,083
35,253
08/10/12
3,501,678
682,826
02/26/08
Encinitas
3,751,713
731,583
2,205,539
4,096,524
6,302,063
798,821
02/21/08
1,490,000
3,473,583
4,963,583
306,833
Tracy
2,467,993
4,584,246
7,052,239
924,489
1,025,000
1,645,371
1,645,450
2,670,450
518,297
1,385,014
1,385,093
2,485,093
436,284
Casselberry
1,075,020
1,664,284
2,739,304
951,443
1,774,311
2,274,311
156,731
Adel
1,056,116
1,556,116
325,630
04/29/05
Blackshear
1,005,393
1,435,393
309,990
Bowdon
1,010,615
1,420,615
311,600
Cairo
1,152,243
1,482,243
355,269
Quitman
856,586
1,586,586
269,816
Blackfoot
1,932,186
2,492,186
608,630
Burley
2,011,543
2,711,543
633,627
Chubbuck
1,267,183
2,157,183
399,154
1,589,068
2,841,507
4,430,575
61,566
06/29/12
Maryville
780,685
2,344,436
3,125,121
168,018
03/16/11
768,515
1,991,358
2,759,873
142,714
667,821
2,656,839
3,324,660
75,277
04/12/12
2,351,296
599,580
08/16/06
Elkton
1,751,013
3,252,546
5,003,559
634,245
Laurel
2,400,696
612,177
ME
2,100,849
3,902,402
6,003,251
786,983
1,365,747
2,536,910
3,902,657
494,697
Metamora
859,139
2,291,557
3,150,696
584,347
Dellwood
766,461
2,438,272
3,204,733
174,743
St. Louis
744,817
2,300,087
3,044,904
164,840
Wildwood
681,200
2,649,759
3,330,959
189,899
2,770,950
3,570,950
872,841
Reno
2,602,911
2,603,086
3,703,086
819,932
850,000
2,306,647
3,156,647
726,585
2,271,513
3,271,513
715,518
2,678,380
3,228,380
843,681
Cortland
1,440,000
1,364,725
1,250
1,365,975
2,805,975
430,416
580,000
1,272,742
1,852,742
392,423
F-40
Mayfield Heights
2,703,730
527,227
960,000
1,326,083
2,286,083
417,707
1,241,503
2,041,503
391,065
Willowick
1,241,308
1,771,308
382,731
1,933,000
3,003,160
4,936,160
605,637
Delmont
1,246,023
10,475
1,256,498
1,976,498
397,465
Gettysburg
2,500,750
Girard
1,352,590
555,016
1,907,606
873,033
Johnstown
2,593,436
2,843,436
816,924
2,010,255
2,610,255
633,222
Murrysville
1,666,912
2,376,912
525,065
Oakdale
1,255,750
2,995,001
4,250,751
763,725
3,803,732
741,726
3,304,996
4,704,996
644,473
Saint Marys
1,663,632
3,090,403
4,754,035
623,231
Slippery Rock
1,295,495
622,721
1,918,216
870,585
West Norriton
3,603,611
702,703
2,300,000
2,606,080
4,906,080
508,185
Yeadon
3,253,285
656,079
Fredericksburg
2,901,815
565,852
Buckhannon
1,716,898
3,189,190
4,906,088
621,890
281,750
625,779
69,854
32,530
728,163
1,009,913
678,442
03/30/88
Corona
144,856
671,584
26,846
698,430
843,286
677,820
12/19/84
Santee
248,418
551,748
37,230
29,831
618,809
867,227
552,811
Coconut Creek
310,111
1,243,682
1,553,793
665,657
08/02/99
12/01/98
1,080,444
3,346,772
3,346,845
4,427,289
1,980,100
03/04/98
135,148
626,647
26,935
653,582
788,730
632,245
195,650
387,355
851
2,816
391,022
586,672
339,196
90,133
24,911
643,648
881,648
542,152
04/06/89
Coppell
208,641
463,398
32,562
496,107
704,748
471,921
1,049,287
1,949,085
211,064
64,012
2,224,161
3,273,448
964,943
Missouri City
221,025
437,593
248,454
686,175
907,200
397,746
Southlake
228,279
511,750
25,453
537,203
765,482
435,365
03/10/93
6,300,995
7,900,995
1,648,757
06/28/06
Chantilly
688,917
3,208,607
3,897,524
1,680,324
Kingstowne
1,191,396
1,491,396
597,985
08/22/00
11/08/99
Riverside
7,800,000
(416,985)
7,383,015
7,383,145
07/05/02
Vista
2,300,022
Dania
8,272,080
1,713
36
1,749
8,273,829
949
1,500,000
768
1,500,768
339
06/29/01
1,600,768
4,000,000
463
4,000,463
1,956,296
3,949,402
142,904
70,143
4,162,449
6,118,745
2,489,166
04/04/97
Brookhaven
745
1,500,745
401
6,200,000
744
6,200,744
400
F-41
Lake Worth
679,079
1,262,568
1,941,647
477,672
8,358,520
226,784
15,056,005
15,282,789
175,653
09/25/12
Elko
1,401,115
10,342,501
9,281
10,351,782
11,752,897
741,341
03/15/11
1,010,134
1,877,384
2,887,518
710,277
245,137
456,324
701,461
88,983
02/01/08
Canon City
66,500
147,699
214,199
11/12/87
695,730
40,500
736,309
1,049,559
736,243
03/10/87
476,179
725,023
10,154
224
735,401
1,211,580
411,236
532,556
940,177
1,472,733
242,846
06/09/06
12/15/05
Hinesville
172,611
383,376
23,850
18,118
425,344
597,955
401,098
12/22/87
Coeur D’Alene
165,900
368,468
534,368
09/21/87
Quincy
289,121
539,719
50,595
15,595
605,909
895,030
117,471
08/30/07
Blue Springs
222,569
494,333
716,902
462,897
07/31/89
80,500
178,794
8,003
299
187,096
267,596
182,994
Santa Fe
155,473
155,768
225,768
214,737
85,425
25,900
5,335
116,660
331,397
36,492
2,399,969
17,044,099
19,444,068
1,221,494
03/31/11
385,199
716,468
1,101,667
139,711
154,375
287,794
442,169
56,120
265,985
495,071
761,056
96,539
29,307,500
1,784,980
36,815,951
38,600,931
429,519
09/26/12
8,779,966
3,112,401
32,725,202
32,725,349
35,837,750
1,909,012
07/13/11
Weldon Springs
3,675,034
13,827,581
17,502,615
944,885
04/01/11
1,568,476
12,746,033
14,314,509
8,079
12/19/12
339,045
630,531
969,576
154,480
11/02/06
Monte Vista
47,652
582,159
629,811
326,993
12/23/98
Orange Park
478,314
618,348
163,348
27,981
809,677
1,287,991
385,624
Clarinda
439,267
816,010
1,255,277
216,243
Garnett
59,690
518,121
577,811
291,025
Hillsboro
335,292
622,914
958,206
165,072
Phillipsburg
423,725
787,146
1,210,871
208,594
Caledonia
89,723
559,300
649,023
314,157
Long Prarie
88,892
553,997
642,889
311,176
Paynesvile
49,483
525,406
574,889
295,118
Spring Valley
69,785
579,238
325,356
Warroad
325,767
210,643
467,844
678,487
438,092
210,070
466,571
466,717
676,787
460,018
05/13/88
168,350
373,910
374,056
542,406
368,687
Willow Springs
416,494
773,718
1,190,212
205,035
F-42
Mayville
59,333
565,562
624,895
317,689
Ainsworth
362,675
673,768
1,036,443
178,549
Imperial
388,599
721,914
1,110,513
188,901
59,559
616,252
675,811
346,142
Milwaukie
400,336
49,088
23,867
473,291
653,541
443,041
197,708
507,647
17,670
23,118
548,435
746,143
309,984
419,734
419,907
559,907
407,871
09/12/88
Coleman
451,661
694,721
119,690
Colorado City
92,535
505,276
597,811
283,810
Devine
212,408
394,735
607,143
104,605
Presidio
407,657
757,362
1,165,019
200,701
79,280
1,299,056
1,378,336
318,458
10/19/06
09/07/06
Yoakum
390,147
724,821
1,114,968
192,078
384,795
22,814
407,609
580,859
396,773
435,317
42,356
29,173
506,846
702,846
457,004
09/17/87
189,000
19,146
438,923
627,923
429,988
807,252
1,499,183
2,306,435
62,466
12/21/11
664,796
1,234,621
1,899,417
51,443
546,083
1,014,153
1,560,236
42,256
783,510
1,455,089
2,238,599
60,629
Buena Park
2,136,844
3,968,425
6,105,269
165,351
Burbank
2,193,827
4,074,250
6,268,077
169,760
Carson
949,709
1,763,744
2,713,453
73,489
1,044,679
1,940,119
2,984,798
80,838
Cloverdale
1,505,000
2,795,321
4,300,321
1,038,927
09/30/03
El Centro
394,903
733,392
1,128,295
30,558
Fortuna
1,190,000
2,210,308
3,400,308
821,498
3,270,797
6,074,336
9,345,133
253,097
2,292,868
3,527,489
95,536
Inglewood
1,661,990
3,086,553
4,748,543
128,606
712,282
1,322,809
2,035,091
55,117
1,424,563
2,645,617
4,070,180
110,234
1,576,516
2,927,816
4,504,332
121,992
1,638,247
3,042,460
4,680,707
126,769
1,994,388
3,703,864
5,698,252
154,328
3,111,111
5,777,778
8,888,889
240,741
Monrovia
1,139,650
2,116,494
3,256,144
88,187
North Hollywood
4,036,263
7,495,917
11,532,180
312,330
Oakland
2,374,272
4,409,361
6,783,633
183,723
Pacoima
2,113,102
3,924,331
6,037,433
163,514
1,187,136
2,204,680
3,391,816
91,862
Redondo Beach
1,306,667
2,426,666
3,733,333
101,111
Redwood City
1,068,422
1,984,213
3,052,635
82,676
759,767
1,410,995
2,170,762
58,791
F-43
Salinas
San Diego
1,633,333
3,033,334
4,666,667
126,389
Stockton
Thousand Oaks
2,018,131
3,747,957
5,766,088
156,165
Boulder
426,675
1,199,508
91,534
1,291,042
1,717,717
1,123,741
01/05/84
2,570,000
676,996
677,150
3,247,150
59,848
2,610,000
5,769,576
2,937
5,772,513
8,382,513
510,527
255,217
117,792
47,188
165,017
420,234
105,977
2,140,000
4,689,646
6,829,646
1,102,055
02/09/07
456,000
562,344
19,733
30,746
612,823
1,068,823
587,986
721,365
1,339,679
2,061,044
55,820
Bartlesville
1,650,000
1,573,823
1,574,823
3,224,823
139,201
Norman
1,580,000
1,900,618
1,901,618
3,481,618
168,068
3,000,000
2,474,669
2,475,669
5,475,669
218,657
2,590,000
2,472,123
2,473,123
5,063,123
218,551
1,550,000
203,990
1,753,990
18,019
2,000,000
753,609
2,753,609
66,569
1,850,000
1,785,277
3,635,277
157,699
1,700,000
978,092
2,678,092
86,398
1,197,386
4,097,386
105,769
3,485,618
3,486,618
6,486,618
308,076
Central Point
840,000
1,560,308
2,400,308
579,914
Pendleton
Rapid City
1,465,451
3,605,451
129,448
1,756,961
3,262,927
5,019,888
135,955
Sheboygan
1,513,216
4,427,968
18,817
4,446,957
5,960,173
2,378,686
06/03/99
Paradise Valley
2,608,389
3,418,783
6,027,172
1,487,137
06/06/02
06/26/01
2,100,000
6,556,542
8,656,542
90,555
Antioch
5,375,000
9,982,143
15,357,143
515,744
09/21/11
2,259,649
4,698,845
6,958,494
242,774
3,260,933
6,056,019
9,316,952
312,894
Ceres
2,145,750
3,984,963
6,130,713
205,890
4,226,250
7,848,750
12,075,000
876,444
03/30/10
Diamond Bar
3,038,879
5,494,141
882
5,495,023
8,533,902
2,344,638
03/21/00
09/29/98
836,500
1,553,500
2,390,000
12,946
10/03/12
Los Banos
1,378,343
2,559,779
3,938,122
132,255
Merced
1,690,000
2,600,000
14,083
Norco
1,247,243
4,907,430
4,907,560
6,154,803
1,996,284
12/13/00
06/29/99
Shingle Springs
1,575,000
2,925,000
4,500,000
24,375
2,320,442
4,309,392
6,629,834
222,652
1,602,459
2,975,994
4,578,453
153,760
509,091
945,454
1,454,545
11,030
09/28/12
556,906
1,034,254
1,591,160
53,436
3,228,902
5,996,532
9,225,434
309,821
Vallejo
756,000
1,404,000
2,160,000
11,700
F-44
1,979,598
8,256,394
14,554
167,804
8,438,752
10,418,350
4,033,977
12/30/03
05/31/95
Hialeah
2,104,393
3,910,500
6,014,893
905,916
03/26/07
3,115,101
5,670,715
106
5,670,821
8,785,922
2,270,083
05/19/00
Oakland Park
2,800,000
2,196,480
4,996,480
915,391
07/06/01
03/27/01
2,144,778
3,755,905
5,900,683
1,374,140
08/07/03
11/26/02
Pembroke Pines
1,714,388
4,387,824
6,102,212
2,122,052
12/11/00
10/01/99
2,850,000
3,601,884
6,451,884
318,166
Alsip
2,944,221
5,467,839
8,412,060
665,254
12/30/09
Bolinbrook
3,010,512
8,161,186
11,171,698
1,654,518
10/26/07
01/24/07
1,213,770
2,255,759
3,469,529
522,422
Waukegan
2,961,951
5,500,766
8,462,717
669,260
Carmel
3,675,000
6,825,000
10,500,000
762,125
03/29/10
3,008,186
6,999,881
10,008,067
1,577,589
03/20/07
08/03/06
Southport
2,121,873
7,522,735
9,644,608
1,476,925
06/08/07
9,465,367
10,315,367
47,327
11/30/12
Nottingham
3,055,453
5,675,230
8,730,683
1,314,761
3,611,925
8,804,654
12,416,579
1,732,523
06/05/08
04/18/07
East Brunswick
1,654,529
3,073,912
4,728,441
722,368
02/16/07
Yonkers
1,488,894
2,765,894
4,254,788
640,764
Beachwood
1,504,354
2,794,305
2,794,456
4,298,810
656,699
6,087,055
23,485
Powell
1,140,000
7,786,433
8,926,433
38,932
2,254,830
4,188,725
6,443,555
984,350
PIttsburgh
4,420,799
5,543,009
9,963,808
227,443
01/12/11
Cypress
1,417,377
5,696,789
7,114,166
1,490,579
05/15/06
09/14/05
5,293,733
6,555,637
11,849,370
1,653,261
08/04/06
11/09/05
1,445,901
5,277,886
6,723,787
2,653,633
06/02/00
Keller
1,478,222
5,679,604
7,157,826
1,633,263
09/08/05
12/16/04
McKinney
1,805,460
5,972,111
7,777,571
1,663,207
12/07/05
04/20/05
3,178,115
5,832,224
9,010,339
1,624,446
12/06/05
04/22/05
1,120,000
2,075,196
3,195,196
287,069
07/29/09
2,489,568
3,689,568
344,390
4,086,250
7,588,750
11,675,000
923,298
12/21/09
Little Rock
1,079,232
2,594,956
132,816
13,503
2,741,275
3,820,507
1,550,097
07/21/98
Osceola
88,759
520,047
4,083
524,130
612,889
305,597
Wynne
547,576
58,039
2,024
607,639
677,639
332,543
02/24/99
390,849
6,775
8,819
406,443
706,443
395,327
05/17/88
643,736
3,621,163
122,847
121,625
3,865,635
4,509,371
2,269,408
1,020,608
218
1,020,826
1,450,826
593,796
06/26/98
339,690
543,504
25,254
568,758
908,448
369,711
685,000
885,624
885,842
1,570,842
515,280
494,763
767,737
71,880
233
839,850
1,334,613
503,173
West Palm Beach
347,651
706,081
69,111
775,425
1,123,076
429,030
254,902
486,812
32,783
520,094
774,996
316,533
Davenport
930,689
930,835
1,200,835
541,494
910,689
338
911,027
1,351,027
529,892
180,628
653,162
100,170
15,352
768,684
949,312
480,634
F-45
185,955
413,014
31,870
8,629
453,513
639,468
423,304
740,725
740,871
1,170,871
430,999
810,608
810,776
1,210,776
471,558
Monroe
835,608
1,285,608
486,043
725,642
725,715
1,250,715
422,097
485,000
895,689
265
895,954
1,380,954
521,143
500,502
1,055,244
1,555,746
585,624
03/01/99
Gulfport
299,464
502,326
49,988
16,923
569,237
868,701
356,426
Hattiesburg
660,608
660,776
960,776
384,308
Ridgeland
281,867
769,890
769,926
1,051,793
478,534
768,222
843,401
46,414
38,052
927,867
1,696,089
511,031
401,723
698,872
13,435
11,200
723,507
1,125,230
419,389
06/29/98
830,689
319
831,008
1,081,008
483,455
Altoona
745,694
1,200,694
433,743
Erie
900,689
1,410,689
523,899
Pennsdale
835,648
1,150,648
486,066
Whitehall
515,525
1,146,868
457
1,147,325
1,662,850
667,550
900,725
724
901,449
1,501,449
524,381
381,076
857,261
35,685
16,534
909,480
1,290,556
545,785
09/26/97
750,608
750,690
1,130,690
436,658
804,262
1,432,520
35,328
1,468,071
2,272,333
06/30/97
Abilene
680,616
1,080,616
395,889
253,591
827,237
21,887
3,052
852,176
1,105,767
527,284
03/26/97
Plainview
40,000
774,558
899,558
505,022
01/24/84
323,451
637,991
686,020
1,009,471
406,331
283,604
538,002
2,470
354
540,826
824,430
336,570
06/13/97
Pasco
161,700
359,142
56,707
14,444
430,293
591,993
393,114
Eau Claire
820,689
357
821,046
1,081,046
477,532
La Crosse
372,883
877,812
395
878,207
1,251,090
510,764
Lawndale
667,007
1,238,841
1,905,848
695,814
902,494
1,676,204
1,676,235
2,578,729
941,473
163,668
304,097
304,175
467,843
170,876
Van Nuys
750,293
1,393,545
2,143,838
782,705
West Covina
311,040
577,733
577,787
888,827
324,494
Broadview
345,166
641,739
641,833
986,999
360,467
1,051,077
1,952,233
3,003,310
543,372
01/06/06
3,688,591
6,850,770
10,539,361
1,906,798
Baltimore
171,320
318,882
318,968
490,288
179,175
870,071
1,616,080
2,486,151
449,809
Chillicothe
804,948
1,495,138
2,300,086
416,147
2,039,436
3,787,757
3,787,787
5,827,223
1,054,282
1,080,521
2,006,915
3,087,436
558,591
Fulton
791,603
1,470,353
2,261,956
409,248
Jefferson City
1,481,299
2,751,217
4,232,516
765,756
Kirksville
1,421,788
2,640,696
4,062,484
734,994
493,394
916,537
1,409,931
255,103
F-46
Moberly
1,293,387
2,402,283
3,695,670
668,634
1,515,773
2,816,678
2,816,710
4,332,483
783,980
158,168
294,456
452,624
165,397
201,569
374,342
374,444
576,013
135,390
12/05/03
1,590,052
2,953,473
4,543,525
822,050
1,346,834
2,501,783
3,848,617
696,330
147,535
274,521
274,649
422,184
154,230
363,851
676,249
676,351
1,040,202
379,832
367,890
683,750
1,051,640
384,042
144,014
649,869
11,754
661,623
805,637
658,842
12/22/86
Windsor Heights
225,771
682,604
682,677
381,120
Cedar Falls
634,343
6,331,030
6,965,373
94,965
08/28/12
Tomah
1,630,917
12,938,430
14,569,347
237,205
Robertsdale
3,026,015
6,117,490
9,143,505
1,471,059
01/29/07
04/07/06
2,502,092
6,906,609
6,906,724
9,408,816
2,313,771
08/25/04
Gulf Breeze
3,518,413
905,480
4,423,893
242,970
Woodstock
2,509,102
2,509,993
5,019,095
723,715
10/25/05
Island Lake
2,107,134
6,383,412
8,490,546
1,934,534
12/31/04
Colfax
1,125,979
2,196,033
3,322,012
703,976
Statesville
2,353,825
4,159,653
6,513,478
1,309,772
05/13/04
Chichester
578,314
4,546,307
5,124,621
1,445,431
10/01/04
Churchville
5,755,166
6,755,166
1,511,709
06/06/06
03/23/06
Green
715,953
554,589
1,270,542
162,187
02/13/06
01/19/05
1,611,084
1,936,755
3,547,839
487,417
09/01/06
Woods Village
3,822,277
5,687,110
9,509,387
1,366,700
4,099,824
2,081,997
(1,800,804)
2,299,020
4,381,017
648,774
07/28/00
03/03/05
3,900,895
6,000,895
773,676
01/31/08
3,233,329
12,064,417
12,064,917
15,298,246
60,326
11/19/12
1,347,454
8,564,135
9,911,589
2,447,819
10/28/05
01/25/05
4,337,454
7,312,625
7,313,125
11,650,579
12,192
12/13/12
1,398,387
3,098,607
10,284
3,108,891
4,507,278
1,978,771
01/29/97
1,410,177
1,659,850
3,070,027
1,015,209
1,277,112
66,856
1,343,968
365,160
07/14/05
Hutchinson
269,964
1,704,013
62,362
1,766,375
2,036,339
1,085,989
06/25/97
240,423
1,829,837
82,815
1,912,652
2,153,075
1,168,538
Sikeston
409,114
2,005,416
2,414,530
879,028
01/24/02
Helena
564,241
1,503,118
23,911
1,527,029
2,091,270
949,243
Asheboro
465,557
2,176,416
21,418
2,198,174
2,663,731
1,309,159
03/27/98
3,808,076
2,377,932
7,206
338,968
2,724,106
6,532,182
1,507,115
New Philadelphia
726,636
1,650,672
29,340
1,680,126
2,406,762
1,036,957
05/30/97
F-47
Edmond
1,390,000
3,009,650
8,201
3,017,851
4,407,851
267,988
Lewisburg
4,068,728
641,174
11,787,510
12,428,684
98,229
10/19/12
Raphine
23,625,000
2,679,884
21,236,904
23,916,788
1,309,609
06/03/11
29,510,193
2,175,524
33,138,859
35,314,383
165,694
11/29/12
1,473,182
6,930,359
8,403,541
450,473
05/02/11
6,882,769
989,232
5,004,326
5,993,558
5,958
12/21/12
361,058
1,591,629
1,952,687
829,418
01/27/99
495,412
1,526,370
2,021,782
778,756
05/28/99
427,000
1,296,901
1,723,901
655,742
01/19/99
Sudbury
543,038
2,477,213
3,020,251
1,233,546
11/12/99
Tyngsborough
312,204
1,222,522
1,534,726
711,093
06/12/98
356,348
903,351
155,408
31,687
1,090,446
1,446,794
595,004
01/09/98
610,177
1,394,743
83,465
1,478,208
2,088,385
812,852
07/17/98
North Plainfield
985,430
1,590,447
2,575,877
841,197
684,036
874,914
305,425
21,585
1,201,924
1,885,960
670,828
337,572
777,943
41,328
22,715
841,986
1,179,558
486,430
Maineville
173,105
384,468
24,215
12,804
421,487
594,592
397,028
03/06/87
Dickson City
659,790
1,880,722
5,396
1,886,152
2,545,942
1,173,445
40,700
180,400
42,905
19,091
242,396
283,096
203,225
Clarksville
290,775
395,870
396,210
686,985
255,476
Boaz
829,001
1,541,245
480
7,213
1,548,938
2,377,939
377,844
11/01/06
Enterprise
840,946
1,563,474
2,404,420
383,050
Fort Payne
814,113
1,513,596
2,327,709
370,830
Gadsden
851,124
1,582,332
24,859
25,239
1,632,430
2,483,554
393,290
826,840
1,537,233
(1,149,285)
387,972
1,214,812
384,812
811,599
1,508,927
2,320,526
369,686
Sylacauga
801,413
1,490,012
19,613
108
1,509,733
2,311,146
373,418
941,465
1,750,100
148
1,750,248
2,691,713
428,796
El Dorado
907,534
1,687,608
20,759
1,708,367
2,615,901
415,428
Russellville
864,497
1,607,158
3,841
20,378
1,631,377
2,495,874
396,391
624,761
895,976
51,014
946,990
1,571,751
625,794
03/06/96
1,511,430
3,264,231
3,264,293
4,775,723
791,731
11/06/06
05/16/06
Goodyear
794,360
1,274,445
2,068,805
319,800
02/23/06
04/08/05
Surprise
681,288
1,008,310
1,689,598
316,385
09/29/04
04/16/04
San Dimas
240,562
445,521
46,026
2,690
494,237
734,799
472,321
03/12/81
540,250
1,132,450
1,672,700
361,819
07/29/04
03/29/04
1,606,511
5,865
1,612,376
07/26/06
778,054
1,148,443
13,629
1,162,072
1,940,126
349,925
06/10/05
02/23/05
Cromwell
531,861
989,638
1,521,499
199,572
12/19/07
548,459
284,639
833,098
125,714
12/19/01
F-48
East Windsor
1,235,134
265,531
1,353,727
291,029
New Milford
705,127
221
705,348
151,593
Norwich
644,000
1,198,741
1,842,741
257,712
Plainville
1,452,933
312,358
Torrington
504,167
939,051
1,552
331
940,934
1,445,101
202,109
Unionville
167,740
316,672
484,412
139,862
Waterbury
521,021
705,163
1,226,184
311,446
West Haven
540,663
1,006,829
2,488
202
1,009,519
1,550,182
216,472
Windsor Locks
844,967
1,571,965
2,416,932
337,955
403,900
897,075
900,114
1,304,014
825,971
1,451,180
658,461
25,752
23,207
707,420
2,158,600
193,464
05/09/06
770,136
1,190,937
1,961,073
328,196
10/21/05
03/24/05
790,083
145
790,728
197,749
929,402
1,459,392
56,969
32,400
1,548,761
2,478,163
386,638
11/13/06
08/01/06
1,066,339
1,296,339
11/18/85
1,135,310
1,306,940
18,336
1,325,276
2,460,586
308,876
01/10/07
06/30/06
735,000
1,367,891
2,102,891
790,583
24,406
38,527
853,516
175,835
Americus
709,624
1,319,578
71,622
3,036
1,394,236
2,103,860
326,694
827,895
1,539,237
1,539,477
2,367,372
377,156
952,660
1,770,931
121,617
13,747
1,906,295
2,858,955
435,047
Lagrange
853,599
1,586,959
4,080
1,591,279
2,444,878
388,885
89,220
01/04/85
827,707
1,538,875
115,596
8,383
1,662,854
2,490,561
382,339
Savannah
719,188
1,337,352
5,330
1,342,922
2,062,110
327,736
710,600
1,321,389
64,999
1,387,270
2,097,870
343,474
Statesboro
926,462
1,722,290
1,722,530
2,648,992
422,004
Stone Mountain
215,940
1,001,188
63,626
1,064,814
1,280,754
1,053,316
10/30/86
894,504
1,662,939
87,387
13,335
1,763,661
2,658,165
410,960
Valdosta
901,658
1,676,225
4,820
30,696
1,711,741
2,613,399
413,111
896,841
1,667,267
112,087
349
1,779,703
2,676,544
411,224
956,765
1,778,566
536
1,779,102
2,735,867
435,836
654,179
1,285,639
1,939,818
380,921
06/11/05
12/30/04
Ankeny
349,218
25,075
374,293
474,293
373,039
07/28/83
653,057
1,214,571
1,215,058
1,868,115
297,591
822,331
1,528,939
2,351,270
374,589
Clive
840,697
1,563,046
2,403,743
382,945
Nampa
74,156
343,820
28,206
372,153
446,309
345,587
12/31/86
Rexburg
90,760
420,787
59,798
480,585
571,345
425,403
11/25/85
225,785
419,315
645,100
405,848
10/18/88
Champaign
1,498,402
1,498,802
2,304,690
367,428
Effingham
783,528
1,456,874
2,240,402
356,933
831,323
1,545,566
2,376,889
378,663
Moline
781,044
1,452,262
2,233,306
355,803
Mt Vernon
883,110
1,641,741
2,524,851
402,225
953,394
1,208,677
1,988
32,452
1,243,117
2,196,511
352,784
06/15/05
06/24/05
662,460
1,060,577
14,651
24,139
1,099,367
1,761,827
352,761
10/13/04
06/15/04
F-49
846,830
1,574,436
10,480
15,789
1,600,705
2,447,535
386,924
Swansea
890,625
1,655,743
167,458
22,030
1,845,231
2,735,856
442,874
1,330,000
2,470,909
3,800,909
498,300
12/21/07
831,077
1,545,131
16,655
30,694
1,592,480
2,423,557
380,283
835,890
1,554,487
1,554,581
2,390,471
380,847
685,194
1,274,206
45,372
19,275
1,338,853
2,024,047
318,757
840,998
1,563,545
75
1,563,620
2,404,618
383,077
Terre Haute
767,189
1,426,532
2,193,721
349,499
Derby
96,060
445,359
207
445,566
541,626
445,456
10/29/85
405,206
3,358
408,571
495,971
405,332
04/10/86
953,916
1,773,245
2,727,161
434,444
787,377
1,463,936
36,729
11,499
1,512,164
2,299,541
359,968
Hopkinsville
801,532
1,490,241
2,291,773
365,108
821,990
1,528,282
2,350,272
374,428
Middlesboro
859,709
1,598,332
2,458,041
391,590
Murray
831,246
1,545,422
13,110
1,558,532
2,389,778
379,233
913,770
1,698,726
2,612,496
416,187
1,270,223
2,361,174
3,631,397
578,487
1,011,084
1,879,972
2,891,056
460,592
Houma
1,061,671
1,973,864
12,063
24,056
2,009,983
3,071,654
484,042
Jennings
107,120
496,636
498,378
605,498
496,753
10/17/85
Morgan City
832,895
1,548,993
26,151
13,926
1,589,070
2,421,965
381,253
New Iberia
917,582
1,706,269
80,944
30,339
1,817,552
2,735,134
430,721
Opelousas
949,157
1,764,908
20,658
1,822,166
2,771,323
459,853
1,136,612
2,113,040
3,249,652
517,694
Ruston
982,427
1,826,696
2,809,123
447,539
Zachary
898,306
1,670,527
1,305
12,611
1,684,443
2,582,749
410,556
Amesbury
790,494
283,043
Attleboro
369,815
693,655
1,063,470
306,363
418,250
779,623
780,123
1,198,373
167,868
Chicopee
761,606
1,417,624
2,179,230
304,772
Chicopee Falls
302,982
565,894
595
317
566,806
869,788
121,780
East Longmeadow
614,319
1,144,128
1,758,447
245,970
625,000
828,564
1,453,564
271,106
Great Barrington
422,625
788,089
55,499
10,225
853,813
1,276,438
170,882
Greenfield
389,436
726,452
(398,131)
328,466
717,902
157,902
761,417
1,417,273
2,178,690
304,697
Haverhill
568,635
1,058,815
1,627,450
227,628
Holyoke
577,667
1,076,023
1,653,690
231,328
687,917
1,280,767
1,968,684
275,348
Lee
540,506
1,007,010
1,547,516
216,490
North Adams
377,300
703,914
1,081,214
151,324
Norwood
840,616
1,563,923
2,404,539
336,226
Palmer
141,524
598,480
740,004
264,327
Peabody
529,555
222,590
752,145
98,309
Pittsfield
286,241
950,022
1,236,263
419,591
Raynham
1,417,287
2,178,704
304,699
Sagamore Beach
620,188
1,155,007
1,775,195
248,309
F-50
Saugus
737,971
222,286
614,417
1,144,267
1,758,684
246,000
South Dartmouth
379,217
707,492
1,086,788
152,095
230,030
865,572
1,095,602
382,292
227,207
958,444
1,185,651
423,311
Stoneham
397,544
191,717
589,261
84,673
633,843
182,399
173,853
488,699
662,552
215,841
Tewksbury
392,079
730,927
1,123,006
157,132
Ware
220,457
412,133
1,095
413,545
634,002
88,988
West Springfield
243,556
455,532
456,444
Wilbraham
9,626,112
19,216,724
19,219,224
28,845,336
3,845,039
Wollaston
411,366
766,745
1,178,111
164,833
Worcester
578,336
1,077,426
1,655,762
231,629
Waterville
717,653
154,273
Windham
831,301
832,301
179,241
Comstock Park
810,477
1,506,864
27,441
13,270
1,547,575
2,358,052
371,130
827,853
827,947
13
04/13/95
885,144
1,645,531
70,987
16,059
1,732,577
2,617,721
405,356
873,536
1,623,973
1,624,067
2,497,603
397,885
766,531
1,425,263
14,030
11,573
1,450,866
2,217,397
350,789
Taylor
847,070
1,574,821
47,906
1,642
1,624,369
2,471,439
386,584
Westland
869,530
1,616,568
228
1,616,796
2,486,326
396,138
281,600
1,305,560
1,587,160
12/18/84
Bridgeton
743,559
1,585,207
158,517
21,922
1,765,646
2,509,205
402,056
Cape Girardeau
745,915
1,386,950
2,132,865
339,802
780,812
1,451,767
2,232,579
355,682
Festus
808,595
1,503,364
2,311,959
368,323
210,199
466,861
31,624
3,619
502,104
712,303
473,390
07/30/87
Hazelwood
725,327
(104,329)
620,998
778,115
08/28/85
713,088
1,325,993
21,893
11,025
1,358,911
2,071,999
325,576
Ozark
292,482
432,482
176,941
11/20/97
Poplar Bluff
774,256
1,439,603
2,213,859
352,702
Raymore
726,583
1,351,055
2,077,638
331,007
Sedalia
269,798
599,231
11,556
610,787
880,585
570,562
696,604
1,295,380
39,992
1,335,392
2,031,996
317,703
St. Charles
175,413
809,791
809,838
985,251
809,837
695,121
1,001,878
1,022
1,002,900
1,698,021
683,087
03/16/95
St. Joseph
775,660
1,785,308
2,560,968
437,399
St. Robert
744,158
1,383,694
2,127,852
339,004
Sullivan
85,500
396,400
(40,743)
13,500
369,157
454,657
360,983
12/27/84
720,310
1,339,963
2,060,273
328,290
867,086
1,612,029
2,479,115
394,946
856,070
1,592,088
2,448,158
390,060
778,938
1,448,844
27,259
1,476,110
2,255,048
355,765
2,481,172
600,655
698,189
1,298,881
(766,597)
532,292
1,230,481
334,196
F-51
Albemarle
721,392
1,341,825
137
1,342,442
2,063,834
328,791
838,421
1,558,792
1,559,417
2,397,838
381,948
Forest City
872,424
1,621,940
131
1,622,071
2,494,495
397,396
811,502
1,509,029
71,629
1,580,789
2,392,291
386,476
836,896
1,556,334
13,012
1,569,346
2,406,242
383,859
Roanoke Rapids
834,223
1,551,226
1,551,357
2,385,580
380,071
777,412
1,445,863
1,445,994
2,223,406
354,257
Sylva
919,724
1,709,783
1,709,914
2,629,638
418,917
656,061
1,004,384
1,660,445
287,476
09/20/05
02/24/05
592,716
1,009,253
1,009,285
1,602,001
300,422
05/05/05
Papillion
654,788
908,685
1,563,473
274,824
03/09/05
01/12/05
1,075,628
1,653,295
231,243
849,884
1,581,175
2,431,059
339,935
1,280,378
1,968,295
275,264
Keene
253,769
310,470
564,239
137,123
Laconia
330,520
467,594
798,114
206,519
266,337
486,676
753,013
214,947
North Conway
473,031
607,020
1,080,051
268,099
Portmouth
391,650
730,167
37,475
767,652
1,159,302
157,816
262,059
695,771
957,830
307,297
556,520
260,498
817,018
115,052
Clark
1,009,085
1,550,877
216,936
Hackettstown
307,186
525,142
832,328
231,936
Hazlet
1,143,885
1,758,302
245,918
Hillsdale
398,221
204,106
602,327
90,145
Middletown
640,403
223,069
Moorestown
294,708
550,139
637
550,785
845,493
118,325
Morris Plains
366,982
188,123
555,105
83,086
Mt. Holly
1,092,178
220,253
12/17/07
Pompton Plains
455,700
849,125
1,304,825
182,545
826,449
1,537,659
2,364,108
330,579
732,059
1,036,922
1,768,981
259,781
06/21/05
457,538
852,510
32,428
6,924
891,862
1,349,400
184,940
266,619
707,819
974,438
312,619
Clifton Park
1,040,997
1,936,100
2,977,097
416,244
Delmar
316,382
590,387
24,178
14,789
629,354
945,736
130,129
East Greenbush
623,313
1,160,389
1,783,702
249,467
430,667
802,583
1,233,250
172,538
Latham
651,167
1,212,133
1,863,300
260,591
242,459
796,905
797,056
1,039,515
352,093
New Hartford
226,041
422,563
648,604
90,834
Plattsburgh
977,012
1,817,269
2,794,281
390,696
723,347
10,940
44,667
55,624
778,971
46,874
12/22/94
318,182
593,654
911,836
127,618
229,445
428,857
658,302
92,187
Defiance
71,273
135,109
135,467
206,740
29,286
Elyria
79,545
150,491
230,036
32,338
F-52
739,651
1,375,358
2,115,009
336,961
Maumee
296,970
555,134
852,104
119,334
147,212
276,407
423,619
59,409
North Canton
487,879
908,806
1,396,685
195,376
Parma Heights
275,758
514,866
790,624
110,679
824,270
1,532,494
2,356,764
375,460
128,158
240,761
368,919
51,746
317,546
712,455
712,569
1,030,115
712,493
255,353
476,973
732,326
102,532
Vandalia
145,833
273,579
419,412
58,802
Westlake
169,697
317,897
487,594
68,331
Wooster
763,642
1,419,901
399
1,420,300
2,183,942
348,195
734,335
335,097
78,164
413,261
1,147,596
122,534
09/29/95
06/05/95
759,826
07/06/95
1,165,405
2,165,989
2,166,120
3,331,525
530,687
910,004
910,177
1,400,177
253,431
01/24/06
360,500
669,605
669,778
1,030,278
177,592
05/10/06
1,021,904
1,899,486
2,440
120
1,902,046
2,923,950
465,504
Hermiston
85,560
396,675
18,088
273
415,036
500,596
408,183
Lake Oswego
175,899
815,508
815,513
991,412
815,511
05/16/84
Feasterville
236,303
441,673
677,976
94,943
Gap
1,012,812
1,013,812
218,265
289,040
809,676
1,098,716
357,605
1,075,635
1,653,302
231,244
Horsham
554,361
1,032,352
1,586,713
221,938
828,653
1,540,630
53,833
8,912
1,603,375
2,432,028
379,989
170,304
413,960
584,264
182,831
276,251
460,784
737,035
203,511
1,292,172
322,973
503,556
937,999
1,441,555
201,653
Cranston
RI
790,899
265,506
North Providence
790,921
245,110
Pawtucket
457,462
128,177
Gaffney
727,738
1,353,238
22,043
1,375,412
2,103,150
341,545
778,616
1,448,099
(1,056,134)
391,989
1,170,605
355,605
Rock Hill
826,216
1,536,499
1,536,630
2,362,846
376,463
827,594
1,538,633
186,235
7,882
1,732,750
2,560,344
382,414
933,003
1,734,392
158,902
20,112
1,913,406
2,846,409
460,167
Dyersburg
695,135
1,292,644
90,256
25,739
1,408,639
2,103,774
369,679
Greeneville
936,669
1,741,253
1,741,384
2,678,053
426,628
881,225
1,638,285
83,254
8,114
1,729,653
2,610,878
404,903
786,332
1,462,055
107,280
10,878
1,580,213
2,366,545
399,256
McMinnville
703,355
1,307,903
17,538
1,325,613
2,028,968
325,525
405,274
1,060,680
1,465,954
740,708
06/30/95
03/17/95
871,951
1,621,017
74,039
22,166
1,717,222
2,589,173
432,503
640,841
1,191,858
15,271
20,171
1,227,300
1,868,141
311,365
763,283
1,995,460
2,758,743
327,524
09/12/08
03/03/08
699,395
1,167,223
33,872
1,201,095
1,900,490
336,309
02/15/06
09/15/05
F-53
976,803
1,361,281
36,880
30,504
1,428,665
2,405,468
354,463
10/23/06
06/19/06
1,049,946
1,952,028
13,898
30,875
1,996,801
3,046,747
482,596
919,303
98,231
23,966
122,292
1,041,595
100,823
12/27/94
634,489
1,472,504
28,762
1,501,266
2,135,755
396,862
01/13/06
Crockett
90,780
420,880
22,638
1,971
445,489
536,269
431,678
El Campo
98,060
454,631
552,691
870,981
1,177,824
168,185
34,110
1,380,119
2,251,100
368,806
06/02/06
909,311
1,690,848
34,606
28,728
1,754,182
2,663,493
443,104
943,812
1,897,644
2,841,456
317,843
08/28/08
03/20/08
75,992
352,316
78,212
14,563
445,091
521,083
392,936
1,096,376
2,300,690
235,500
102,443
2,638,633
3,735,009
1,585,862
989,152
1,838,713
12,959
1,851,672
2,840,824
451,108
Irving
1,500,411
2,156
1,502,567
852
02/05/03
1,327,348
2,467,204
17,494
13,105
2,497,803
3,825,151
605,575
Live Oak
727,956
1,214,835
181,920
33,148
1,429,903
2,157,859
414,715
09/27/05
06/01/05
1,231,857
2,289,864
3,521,721
561,015
105,904
490,998
596,902
134,940
625,612
760,552
03/20/86
729,596
120,820
850,416
12/23/94
984,909
1,831,268
28,576
16,218
1,876,062
2,860,971
450,857
Mexia
93,620
434,046
50,273
11,861
496,180
589,800
444,351
New Braunfels
860,262
1,169,016
56,872
1,475,888
2,336,150
425,099
02/14/06
10/12/05
Palestine
825,066
1,534,394
31,586
13,211
1,579,191
2,404,257
377,518
2,420,222
769
2,420,991
323
03/12/03
835,431
1,185,257
49,931
1,235,188
2,070,619
350,549
12/02/05
690,443
1,109,136
40,933
1,150,069
1,840,512
328,229
10/24/05
06/27/05
835,586
1,227,220
45,378
1,272,598
2,108,184
323,915
09/14/06
797,574
1,193,813
19,714
1,214,877
2,012,451
316,900
Waxahachie
326,935
726,137
940
727,342
1,054,277
726,202
1,035,794
1,925,746
1,925,911
2,961,705
471,840
635,945
884,792
286
885,078
1,521,023
603,388
Bluefield
845,277
1,571,754
1,572,056
2,417,333
385,129
Chester
541,628
1,008,771
1,550,399
216,869
751,055
1,396,772
66,062
18,690
1,481,524
359,779
833,114
1,549,167
1,549,949
2,383,063
379,617
421,479
785,639
103,125
13,683
902,447
1,323,926
172,426
717,891
3,850
721,886
1,106,886
154,634
867,684
1,613,368
17,107
39,801
1,670,276
2,537,960
435,102
1,212,201
1,863,368
260,606
Bennington
VT
118,823
673,551
792,374
297,483
Brattleboro
738,115
235,521
Rutland
812,197
1,511,184
2,323,381
324,887
Williston
1,197,659
320,441
198,857
921,947
51,224
973,298
1,172,155
946,954
05/29/84
Sturgeon Bay
214,865
477,221
34,385
512,060
726,925
492,872
12/01/87
Parkersburg
722,732
1,343,920
81,258
33,305
1,458,483
2,181,215
340,149
Laramie
466,417
43,443
3,596
513,456
723,456
426,380
03/12/90
F-54
Alabaster
335,197
622,697
957,894
156,712
Andalusia
252,403
468,949
721,352
118,019
Atmore
272,044
505,636
777,680
230,059
08/31/01
Attalla
148,993
276,890
425,883
69,684
Bessemer
172,438
320,429
80,641
Brent
134,432
249,846
384,278
62,878
Clanton
427,391
657,427
194,461
Demopolis
251,349
466,972
718,321
212,470
303,056
563,001
866,057
256,163
242,194
449,977
692,171
113,244
398,669
740,568
1,139,237
336,956
226,108
420,117
646,225
105,729
Haleyville
488,357
750,857
98,484
214,198
397,991
612,189
100,161
251,434
467,185
718,619
212,566
Hueytown
281,422
522,828
804,250
131,578
Leeds
171,145
318,028
489,173
80,037
286,333
531,950
818,283
133,874
143,693
267,060
410,753
67,210
145,206
269,870
415,076
67,917
380,468
706,777
1,087,245
175,516
10/12/06
Opp
160,778
298,782
459,560
74,198
Prattville
254,278
472,432
726,710
118,895
South Alabaster
148,982
276,881
425,863
69,682
Trussville
256,485
476,510
732,995
118,333
Warrior
159,109
295,676
454,785
74,412
Arkadelphia
248,868
462,744
711,612
114,915
Bentonville
377,086
700,582
1,077,668
318,761
288,643
536,715
825,358
244,196
267,376
497,124
764,500
125,110
Jonesboro
173,984
323,371
323,441
497,425
66,295
11/16/07
317,000
589,377
906,377
268,158
Malvern
219,703
408,588
628,291
102,828
Pocahontas
241,128
447,988
689,116
111,250
Siloam Springs
352,808
542,808
213,438
740,707
1,376,143
2,116,850
295,869
08/28/07
704,014
1,307,998
(145,542)
558,472
1,866,470
281,218
813,750
1,511,928
2,325,678
325,062
525,463
976,404
1,501,867
209,925
107,393
500,154
500,215
607,608
498,468
01/17/86
463,231
860,982
1,324,213
185,109
496,194
922,053
1,418,247
198,239
236,121
541,651
777,772
316,862
05/28/98
Barstow
690,204
1,380,046
394,569
Fresno
561,502
1,043,688
1,605,190
224,389
Livermore
662,161
823,242
1,485,403
470,623
09/23/98
95,192
441,334
441,339
536,531
441,336
F-55
170,394
135,301
305,695
395,695
230,808
12/09/76
386,793
417,290
417,417
804,210
241,460
07/31/98
San Ramon
406,000
1,126,930
1,532,930
12/08/83
288,558
537,322
825,880
115,520
540,346
750,346
29,719
08/29/11
444,277
Brush
220,976
310,976
12,154
152,000
704,736
856,736
09/30/86
Fort Morgan
80,000
350,452
430,452
59,281
509,281
3,260
124,971
634,971
6,873
508,347
768,347
27,959
207,744
677,744
261,466
487,102
748,568
104,725
Meriden
369,482
687,116
1,056,598
147,728
Chipley
270,439
502,655
773,094
228,703
484,090
899,658
1,383,748
193,425
512,393
882,393
28,182
Dade City
387,991
527,991
21,340
DeFuniak Springs
269,554
501,010
770,564
227,954
Dunedin
100,727
540,727
5,540
150,210
693,445
693,698
843,908
693,613
09/13/85
Lake Mary
774,043
1,438,165
2,212,208
309,203
Lake Placid
206,076
426,076
11,334
519,387
829,387
28,566
556,704
1,086,704
30,619
288,777
458,777
15,883
579,385
839,385
31,866
949,489
1,549,489
517,693
05/27/99
204,200
911,338
1,115,538
466,456
03/27/00
08/24/99
456,108
847,515
18
847,533
1,303,641
241,556
11/21/05
465,993
866,048
1,332,041
186,199
556,668
886,668
307,217
02/17/99
202,047
375,424
577,471
93,230
741,074
1,376,913
2,117,987
296,035
767,303
1,424,991
2,192,294
11,875
10/15/12
Port Richey
848,210
1,575,247
2,423,457
13,127
Seffner
209,679
409,679
11,532
St. Petersburg
379,455
705,487
1,084,942
151,677
675,403
1,045,403
37,147
715,857
1,100,857
144,363
12/25/07
325,857
500,857
65,713
1,788,133
2,750,633
384,447
545,211
1,013,321
217,862
678,666
11,477
589,949
1,019,949
32,447
Venice
28,239
368,239
1,553
Wauchula
324,525
584,525
17,849
F-56
Zephyrhills
662,046
882,046
36,413
326,690
607,247
933,937
171,041
12/22/05
Buford
361,957
761,957
19,908
390,566
600,566
78,764
248,510
768,510
536,205
996,521
1,532,726
214,250
Garden City
197,225
438,043
32,125
433
470,601
667,826
430,156
04/20/89
384,908
604,908
21,170
Lilburn
237,822
442,409
680,231
95,116
338,634
718,634
18,625
Loganville
422,840
762,840
23,256
423,132
786,530
1,209,662
169,102
286,762
596,762
15,772
Oakwood
100,481
540,481
5,526
310,767
578,088
888,855
124,285
300,211
558,074
858,285
157,190
292,628
543,862
836,490
247,452
223,475
415,563
639,038
117,050
Winder
429,116
659,116
23,601
426,834
792,693
1,219,527
22,460
04/17/12
208,411
387,971
596,382
109,277
187,250
349,057
536,307
70,389
125,076
233,206
358,282
65,685
Fort Dodge
388,815
722,573
1,111,388
181,848
Oelwein
84,244
157,375
241,619
44,326
Ottumwa
393,010
729,875
1,122,885
18,247
05/25/12
Urbandale
395,896
735,724
1,131,620
185,157
Waterloo
263,555
490,374
753,929
134,853
02/28/06
190,894
824,305
824,588
1,015,482
442,052
161,352
735,104
735,387
896,739
10/07/88
Bethalto
166,596
346,596
9,163
Buffalo Grove
569,693
875,943
122,481
Cahokia
613,995
683,995
33,770
Carlyle
428,860
508,860
23,587
Centralia
225,966
420,573
646,539
118,460
Countryside
559,824
860,824
120,358
328,978
688,978
18,094
Elgin
1,300,943
2,000,943
279,700
Fairview Heights
660,652
1,227,321
1,887,973
349,786
282,701
482,701
15,549
Gurnee
2,100,747
293,634
454,866
584,866
25,018
Jerseyville
420,481
570,481
23,126
280,903
522,424
803,327
112,319
206,532
383,970
590,502
174,701
363,760
493,760
20,007
Mascoutah
435,792
515,792
23,969
Red Bud
251,200
431,200
13,816
F-57
Rock Island
138,463
258,066
396,529
72,688
Sparta
236,571
476,571
13,011
281,230
511,230
15,468
496,908
923,576
1,420,484
198,567
475,300
883,468
1,358,768
189,943
Wood River
369,377
549,377
20,316
496,306
922,168
1,418,474
262,818
Evansville
136,738
254,864
391,602
71,786
813,225
1,250,725
174,842
129,919
242,199
372,118
68,218
Kokomo
417,330
775,555
1,192,885
210,692
03/28/06
426,384
792,314
1,218,698
223,168
12/13/05
136,400
632,380
8,000
640,380
776,780
03/18/86
67,156
149,157
13,837
163,173
230,329
153,066
644,177
1,196,786
1,840,963
341,084
Munster
1,040,943
1,600,943
223,800
Newburgh
161,193
300,280
461,473
84,578
133,200
617,545
617,679
750,879
617,612
04/28/86
Valparaiso
365,612
679,507
1,045,119
189,129
01/11/06
155,856
290,368
446,224
81,786
213,341
477,300
477,511
690,852
438,639
12/21/89
Chanute
330,852
615,008
945,860
154,777
269,301
500,698
769,999
126,009
700,039
890,039
38,502
214,040
384,040
11,772
624,304
834,304
34,337
767,812
907,812
42,230
338,788
748,788
18,633
408,578
759,513
1,168,091
163,294
754,020
1,401,069
2,155,089
301,228
Parsons
318,516
592,099
910,615
149,012
232,146
431,853
663,999
92,847
Bowling Green
685,246
1,273,002
1,958,248
362,806
Hazard
243,836
453,025
453,033
696,869
114,013
122,200
1,400
31,682
33,082
155,282
9,706
Madisonville
422,501
784,831
1,207,332
197,516
Paducah
1,251,276
1,924,827
356,614
172,269
320,497
492,766
80,659
Deridder
371,127
690,819
1,061,946
153,118
06/22/07
163,651
304,492
468,143
76,630
Natchitoches
291,675
541,890
833,565
246,557
170,274
316,792
487,066
79,726
359,268
667,417
1,026,685
303,672
154,671
287,815
442,486
72,433
200,033
372,059
572,092
93,635
259,987
483,401
743,388
121,656
269,130
500,382
769,512
125,930
Vivian
135,568
252,338
387,906
63,505
F-58
Winnfield
145,973
271,661
417,634
68,368
Fall River
1,787,831
2,750,331
384,383
1,690,877
2,600,877
363,535
Hagerstown
499,396
928,250
1,427,646
279,923
521,223
801,146
112,061
Livonia
651,446
1,001,446
140,059
Affton
171,955
291,955
9,458
Bolivar
237,094
440,596
677,690
200,468
570,000
228,347
798,347
12,559
Buffalo
159,346
296,519
296,543
455,889
74,646
450,078
836,372
1,286,450
232,790
290,000
86,396
376,396
4,752
239,221
489,221
13,157
235,370
515,370
12,945
Joplin
301,207
749,000
1,050,207
21,711
281,001
522,428
803,429
131,478
315,334
586,423
901,757
126,077
484,010
714,010
26,621
339,994
539,994
18,700
Lees Summit
450,156
950,156
24,759
Mountain Grove
408,591
628,295
102,829
160,000
442,586
170,954
290,795
540,616
831,411
136,055
Nixa
251,387
467,430
718,817
117,637
663,580
1,123,580
36,497
251,381
467,418
718,799
117,634
225,939
420,162
646,101
104,340
88,519
428,519
4,869
184,049
684,049
10,123
329,242
611,728
940,970
278,333
Webb City
337,647
627,628
965,275
157,953
Biloxi
414,902
770,725
1,185,627
193,966
163,193
303,268
466,461
76,322
Carthage
157,803
293,257
451,060
73,803
128,409
238,775
367,184
67,255
117,411
218,350
335,761
61,501
285,607
530,598
816,205
133,534
154,733
287,549
287,717
442,450
72,378
Forest
106,457
198,007
304,464
55,771
239,686
445,337
685,023
202,626
Gautier
241,995
449,607
691,602
113,151
311,324
578,378
889,702
263,159
177,329
329,520
506,849
82,929
Hernando
137,898
256,282
394,180
64,498
226,962
421,695
648,657
106,127
Indianola
270,639
502,822
773,461
228,781
Iuka
139,243
258,779
398,022
65,126
237,982
442,154
680,136
111,275
F-59
352,003
653,900
1,005,903
162,385
Kosciusko
311,422
578,550
889,972
145,602
Magee
264,395
491,206
755,601
123,620
Moss Point
287,821
534,713
822,534
134,569
Natchez
402,589
747,934
1,150,523
180,751
12/21/06
284,350
528,311
812,661
240,378
332,234
617,192
949,426
155,327
362,276
673,055
1,035,331
137,976
Oxford
164,058
304,873
468,931
76,726
297,182
552,097
849,279
137,104
292,868
543,912
836,780
136,885
Pontotoc
285,006
529,492
814,498
133,255
498,426
925,905
1,424,331
189,810
Starkville
175,436
326,005
501,441
82,045
166,869
310,095
476,964
78,040
225,934
419,857
645,791
105,664
09/28/06
275,895
512,632
788,527
West Point
87,859
163,468
251,327
46,043
Wiggins
268,104
498,095
766,199
125,354
264,226
491,419
755,645
105,653
Winston Salem
126,423
235,323
361,746
66,282
353,239
656,427
1,009,666
298,669
Devils Lake
150,390
279,798
430,188
78,810
403,609
620,666
113,683
136,523
254,045
390,568
71,556
Minot
153,870
286,260
440,130
80,630
444,460
825,938
825,970
1,270,430
229,889
650,877
650,909
1,000,909
139,940
471,899
876,928
1,348,827
188,538
412,349
767,082
1,179,431
164,921
317,454
591,060
908,514
127,074
299,187
556,978
856,165
119,727
Mentor
394,450
734,205
1,128,655
157,840
473,710
881,038
1,354,748
189,421
633,461
1,177,718
1,811,179
253,208
Bixby
145,791
271,272
417,063
76,408
369,002
369,063
614,063
222,020
12/12/97
Checotah
153,232
285,092
438,324
80,301
Idabel
214,244
398,545
612,789
181,329
Owasso
327,043
607,645
934,688
276,475
Tahlequah
224,982
418,341
643,323
117,833
295,993
549,981
845,974
250,238
198,540
689,507
888,047
442,233
05/23/89
Abington
778,103
1,445,849
2,223,952
310,856
586,368
901,368
126,065
423,333
787,125
1,210,458
169,230
240,937
447,656
688,593
112,660
Chamberlain
139,587
259,627
399,214
73,128
F-60
112,143
208,660
320,803
58,772
197,967
368,047
566,014
103,666
340,718
633,332
974,050
150,944
01/19/07
Spearfish
142,114
264,320
406,434
74,450
Watertown
197,559
367,289
564,848
103,453
Winner
115,591
215,063
330,654
60,575
244,470
454,016
698,486
112,747
10/02/06
152,469
283,343
435,812
71,308
289,379
538,081
827,460
244,818
Collierville
433,503
805,339
1,238,842
165,095
410,242
761,878
1,172,120
189,200
356,774
662,837
1,019,611
135,882
Henderson
155,954
289,815
445,769
72,937
341,251
633,753
975,004
157,382
126,158
234,594
360,752
66,077
312,734
581,049
581,101
893,835
119,118
411,504
764,222
1,175,726
189,782
Martin
173,616
322,616
496,232
81,192
442,735
635,260
1,077,995
153,503
148,386
275,760
424,146
69,400
254,423
472,680
727,103
117,382
309,358
574,779
884,137
117,830
Milan
138,159
256,766
394,925
64,620
Millington
285,613
530,630
816,243
241,434
182,935
340,274
523,209
95,843
376,568
699,340
1,075,908
173,670
712,027
1,095,293
172,073
147,915
274,700
422,615
68,217
432,494
803,203
1,235,697
199,462
350,983
651,825
1,002,808
161,870
231,552
430,232
661,784
195,753
Sevierville
423,790
787,301
1,211,091
198,137
245,370
455,687
701,057
113,162
174,379
324,032
498,411
81,548
Allen
165,000
306,771
471,771
165,145
07/09/99
1,040,667
1,600,667
223,742
536,130
996,532
1,532,662
214,252
269,284
500,766
770,050
107,663
212,875
396,007
608,882
85,140
386,451
718,361
1,104,812
154,446
Ennis
384,793
45,798
12,600
443,191
616,441
387,888
12/28/87
223,195
492,067
492,121
715,316
433,397
06/26/91
423,281
382,059
805,340
273,172
02/10/95
520,197
800,197
111,842
194,994
386,056
386,184
581,178
331,431
06/25/91
113,693
441,943
821,760
1,263,703
176,676
335,664
624,233
959,897
134,208
F-61
Hurst
215,623
401,245
616,868
86,265
291,971
543,094
835,065
116,763
583,014
597,412
859,912
596,009
05/29/87
448,000
832,667
1,280,667
179,022
128,842
239,585
368,427
67,483
111,146
206,720
317,866
58,226
1,560,819
2,400,819
335,574
227,067
333,031
560,098
238,117
02/09/95
304,414
623,331
927,745
368,746
03/23/98
Sealy
197,871
391,753
391,881
589,752
336,321
Spring
378,654
704,206
1,082,860
151,402
214,024
423,733
423,861
637,885
363,772
302,505
291,414
593,919
208,361
Texarkana
311,263
578,266
889,529
263,108
Vidor
146,291
271,990
418,281
76,611
805,000
1,495,800
2,300,800
321,595
308,824
573,529
882,353
52,574
09/14/10
551,588
797,260
12,325
10,004
819,589
1,371,177
480,094
02/23/98
479,531
646,719
1,126,250
382,589
340,126
631,662
971,788
17,897
Grafton
149,778
332,664
332,836
482,614
332,810
Green Bay
308,131
572,756
880,887
159,417
Oshkosh
385,870
716,616
1,102,486
20,304
3,190,883
3,413,933
18,229
207,462
3,639,624
6,830,507
1,644,497
Anchorage
AK
1,486,000
5,045,244
6,531,244
2,261,943
10/17/01
984,890
1,536,269
2,521,159
361,005
02/12/07
2,730,000
4,509,356
7,239,356
398,326
3,250,000
5,735,722
8,985,722
506,655
3,321,244
4,971,244
1,489,016
Daytona Beach
608,790
2,557,564
3,166,354
930,780
09/10/03
04/18/03
Fort Myers
1,695,000
2,025,554
3,720,554
908,120
1,296,000
2,234,554
3,530,554
1,001,821
Jupiter
1,698,316
4,352,255
247,488
4,599,743
6,298,059
1,777,016
05/03/00
994,000
4,076,554
5,070,554
1,827,651
1,197,000
2,573,554
3,770,554
1,153,806
Pooler
1,339,957
1,831,350
3,171,307
491,076
03/01/06
Geneva
2,082,000
1,838,888
3,920,888
824,429
2,084,000
3,046,888
5,130,888
1,366,015
Kearney
173,950
344,393
203
344,596
518,546
310,841
05/01/90
5,559,686
4,447,566
10,007,252
1,430,634
12/29/04
2,101,415
3,902,912
6,004,327
1,736,795
11/08/01
1,145,120
2,770,957
432
2,771,389
3,916,509
576,302
1,234,815
3,111,921
(428,405)
806,410
3,918,331
968,651
El Paso
2,501,244
3,201,244
1,121,383
F-62
1,941,000
2,979,888
4,920,888
1,335,977
2,720,359
11,128,077
11,128,224
13,848,583
760,460
1,721,686
9,387,216
2,750
9,389,966
11,111,652
579,188
06/22/11
1,740,479
11,570,294
11,570,441
13,310,920
790,679
Fairbanks
2,586,879
9,575
2,596,454
4,612
09/27/00
2,810,868
14,308
2,825,176
6,891
2,060,287
8,914,162
10,974,449
490,279
08/08/11
2,466,208
13,463,098
15,929,306
740,470
2,618,441
8,979,199
11,597,640
4,414,753
Austell
2,497,504
10,148,237
12,645,741
558,153
Chamblee
4,329,404
14,942
4,344,346
7,009
2,962,468
13,170,143
8,480
13,178,623
16,141,091
725,196
4,924,553
11,652,293
16,576,846
2,277,626
Dubuque
3,185,053
5,915,983
9,101,036
1,173,336
4,270,500
9,070,885
13,341,385
2,645,665
09/28/05
3,297,566
9,364,286
12,661,852
2,731,241
832,500
3,499,885
4,332,385
1,020,790
Mattoon
543,183
5,110,193
5,653,376
1,490,463
Pekin
1,575,231
9,183,100
10,758,331
2,678,395
16,675,954
(1,779
4,268,721
20,944,675
4,863,810
3,151,838
10,404,452
13,556,290
3,034,622
2,498,642
7,934,745
10,433,387
2,314,291
1,999,812
7,234,361
9,234,173
2,110,012
2,700,395
17,672,980
20,373,375
4,952,822
1,249,321
9,835,885
11,085,206
2,868,790
2,460,040
14,964,514
17,424,554
4,364,640
Inver Grove
2,863,272
15,274,237
18,137,509
4,454,976
1,106,618
4,872,502
5,979,120
1,421,137
Rockaway
8,634,576
14,679,823
23,314,399
3,551,648
12/06/06
04/13/05
Binghamton
2,700,000
5,570,505
14,812
5,585,317
8,285,317
1,632,738
09/29/05
Henrietta
2,152,546
8,953,645
11,106,191
492,450
1,511,018
1,386
1,512,404
667
2,062,545
8,467,551
421,563
8,889,114
10,951,659
483,116
2,103,351
5,161,550
7,264,901
2,090,415
4,915,032
16,377
4,931,409
7,888
2,793,001
9,942
2,802,943
4,789
2,072,738
8,340,814
10,413,552
152,915
2,280,000
2,802,189
2,802,291
5,082,291
723,901
2,161,477
5,561,558
7,723,035
1,364,138
10/11/06
08/09/05
2,910,035
12,674,850
15,584,885
697,117
2,887,500
5,363,826
8,251,326
1,510,811
12/21/05
Lubbock
1,642,533
6,984,372
8,626,905
384,140
1,013,706
5,880,539
6,894,245
1,460,334
10/06/06
1,314,065
9,748,457
11,062,522
4,792,955
F-63
2,212,494
9,324,958
11,537,452
512,873
Sterling
4,546,305
33,325
4,579,630
15,491
1,988,142
07/27/00
Fitchburg
5,540,553
10,290,483
15,831,036
2,040,946
Palmetto
1,853,907
9,635,997
4,500
9,640,497
11,494,404
691,124
03/17/11
Conley
61,100
01/10/11
612,500
1,137,500
Grayslake
5,044,195
23,762,966
23,763,466
28,807,661
1,168,090
04/21/11
959,651
4,053,122
5,012,773
209,411
09/13/11
2,840,499
7,375,302
7,376,302
10,216,801
528,738
472,500
877,500
1,350,000
68,738
St. Rose
3,147,428
8,283,048
11,430,476
345,127
12/20/11
1,740,080
4,580,068
6,320,148
1,725,860
12/24/03
04/01/03
40,733
Gibraltar
35,642
2,451,948
7,961,282
10,413,230
570,559
Petal
2,121,606
2,436,606
07/12/12
1,365,000
106,925
719,985
10,102,113
10,822,098
286,227
04/10/12
Walbridge
30,550
50,917
405,243
1,831,240
22,294
1,853,534
2,258,777
134,009
2,024,239
8,974,591
8,975,091
10,999,330
643,267
La Porte
875,000
1,625,000
2,500,000
127,292
Vineyard
1,732,107
5,356,844
7,088,951
383,907
2,251,894
4,053,565
6,305,459
4,826
12/28/12
392,795
865,115
39,818
522
905,455
1,298,250
537,012
328,187
921,232
118,422
1,039,929
1,368,116
576,165
11/14/97
406,056
886,293
56,019
792
943,104
1,349,160
548,075
5,699,931
10,584,586
10,585,586
16,285,517
123,512
Waterford
11,841,797
21,990,910
21,991,910
33,833,707
256,586
5,788,032
10,748,203
10,749,203
16,537,235
125,421
Bel Air
8,965,840
16,649,846
16,650,846
25,616,686
194,273
10,208,201
18,958,088
29,166,289
979,501
Nashua
7,204,581
13,379,935
20,584,516
691,297
Clay
6,902,476
12,817,384
12,818,884
19,721,360
149,574
13,122,718
24,369,763
24,370,763
37,493,481
1,259,229
Yorktown Heights
11,225,391
20,847,154
32,072,545
1,077,103
Conshohocken
7,231,557
13,430,034
20,661,591
693,885
F-64
Stroudsburg
5,192,837
9,642,340
9,643,840
14,836,677
112,531
5,433,864
10,090,462
10,091,462
15,525,326
117,747
5,650,222
10,493,270
16,143,492
122,421
5,659,285
10,509,101
10,510,101
16,169,386
543,095
2,185,899
2,705,899
09/17/09
1,949,375
12,966,248
453,991
13,420,239
15,369,614
2,837,920
08/13/07
01/18/06
3,745,000
8,885,351
113,731
35,308
9,034,390
12,779,390
7,065,643
03/08/86
2,485,160
8,697,822
2,256,613
132,990
11,087,425
13,572,585
17,200,190
01/23/89
09/19/86
5,797,411
15,473,497
208,470
75,947
15,757,914
21,555,325
10,373,675
01/20/89
08/05/87
259,686
362,562
4,535
367,251
626,937
237,275
290,369
788,880
36,532
841,201
1,131,570
482,306
183,743
408,101
9,024
417,125
600,868
403,265
289,714
797,856
10,910
16,580
825,346
1,115,060
455,320
11/23/98
398,292
740,107
8,549
7,647
756,303
1,154,595
152,470
11/14/07
405,360
656,296
(124,313
21,751
553,734
959,094
453,327
181,156
515,598
79,143
594,741
775,897
375,058
144,859
526,301
96,813
623,285
768,144
352,796
139,199
08/18/86
726,626
1,351,151
1,362,707
2,089,333
331,268
106,000
545,518
64,047
6,512
616,077
722,077
585,919
373,084
871,163
23,096
894,259
1,267,343
513,468
07/29/98
108,831
24,197
1,013
134,041
183,041
118,592
373,499
836,071
7,601
33,111
876,783
1,250,282
513,227
Crest Net Lease
3,446,234
4,780,416
(4,364,592)
17,108
3,446,235
432,932
3,879,167
221,234
165,926,830
2,019,157,380
3,945,409,742
7,910,878
5,677,929
2,016,080,545
3,962,075,383
5,978,155,929
936,019,074
Note 1.
Realty Income Corporation ownes 2,996 single-tenant properties and Crest Net Lease, Inc. owns four properties. Realty Income Corporation also owns 17 multi-tenant properties, three are located in San Diego, CA and one is located in each of the following cities: Escondido, CA; Hanford, CA; Danbury, CT; Brandon, FL; Cutler Ridge, FL; Deerfield Beach, FL; Edmond, OK; Jackson, TN; Cedar Park, TX; Dallas, TX; Humble, TX; The Colony, TX; Virginia Beach, VA and Sheboygan, WI.
Note 2.
Includes mortgages payable secured by eleven properties, but excludes unamortized net debt premiums of $9.9 million.
Note 3.
The aggregate cost for federal income tax purposes for Realty Income Corporation is $6,000,102,857 and for Crest Net Lease, Inc. is $8,448,564.
F-65
Note 4.
The following is a reconciliation of total real estate carrying value for the years ended December 31:
Balance at Beginning of Period
4,976,096,132
4,119,901,302
3,449,776,818
Additions During Period:
Acquisitions
1,130,059,158
1,016,170,863
713,534,296
Less amounts allocated to intangible assets that are included in Other Assets on our Consolidated Balance Sheets
(86,100,036)
(133,491,909)
(15,384,932)
Equipment
14,238
33,268
Improvements, Etc.
4,934,558
2,435,950
2,044,036
Other (Leasing Costs and Building Adjustments as a result of net debt premiums)
13,081,252
3,286,251
1,500,953
Total Additions
1,061,974,932
888,415,393
701,727,621
Deductions During Period:
Cost of Real Estate sold or disposed of
54,223,955
31,383,561
30,254,678
Cost of Equipment sold
Releasing costs
582,705
584,192
410,234
Other (including Provisions for Impairment)
5,108,475
252,810
938,225
Total Deductions
59,915,135
32,220,563
31,603,137
Balance at Close of Period
Note 5.
The following is a reconciliation of accumulated depreciation for the years ended:
816,087,890
715,023,381
632,894,759
Additions During Period - Provision for Depreciation
135,470,091
113,671,104
94,489,028
Accumulated depreciation of real estate and equipment sold or disposed of
15,538,907
12,606,595
12,360,406
Note 6.
In 2012, provisions for impairment were recorded on ten Realty Income properties.
In 2011, provisions for impairment were recorded on five Realty Income properties.
In 2010, provisions for impairment were recorded on four Realty Income properties and three Crest properties.
Note 7.
In accordance with FASB 143 and FASB interpretation No. 47, we recorded in aggregate $30,553 in 2012, $152,277 in 2011 and $81,593 in 2010 to two buildings for the fair value of legal obligations to peform asset-retirement activities that are conditional on future events. These two properties are reported in the drug store industry and are located in Girard, PA and Slippery Rock, PA.
See report of independent registered public accounting firm.
F-66