8-K 1 a12-20807_38k.htm 8-K

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Form 8-K

Current Report

 

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

 

Date of report:  October 1, 2012
(Date of Earliest Event Reported)

 

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-13374

 

33-0580106

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

600 La Terraza Boulevard, Escondido, California 92025-3873

(Address of principal executive offices)

 

(760) 741-2111

(Registrant’s telephone number, including area code)

 

N/A

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 8.01                                 Other Events.

 

Realty Income Corporation (the “Company”) is re-issuing the historical financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2011 (the “2011 Form 10-K”), to reflect as discontinued operations additional property sales and properties classified as held for sale for the period from January 1, 2012 through June 30, 2012 in accordance with the requirements of Financial Accounting Standards Board Accounting Standards Codification 205-20, Discontinued Operations.  During the period from January 1, 2012 through June 30, 2012, the Company sold 19 properties for net proceeds of approximately $18.6 million, 15 of which were not classified as held for sale at December 31, 2011.  A total of 16 properties were classified as held for sale at June 30, 2012, including one property that was classified as held for sale at December 31, 2011 and continued to be classified as held for sale at June 30, 2012, along with an additional 15 properties classified as held for sale at June 30, 2012.

 

These reclassification adjustments have no effect on the Company’s reported net income available to common stockholders, funds from operations, or adjusted funds from operations.  As a result of the changes discussed above, this Current Report on Form 8-K updates the following information included in the Company’s 2011 Form 10-K:

 

·     Selected Financial Data, included in Item 6 of the 2011 Form 10-K, was updated for “Total revenue,” “Income from continuing operations” and “Income from discontinued operations;”

·     Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in Item 7 of the 2011 Form 10-K, was updated in the “Results of Operations” section (“Rental Revenue,” “Depreciation and Amortization,” “EBITDA and Adjusted EBITDA,” “General and Administrative Expenses,” “Property Expenses” and “Discontinued Operations” sub-categories) and the “Funds From Operations Available To Common Stockholders (FFO)” sections;

·     Financial Statements and Supplementary Data, included in Item 8 of the 2011 Form 10-K, was updated with revised “Consolidated Statements of Income,” “Consolidated Statements of Cash Flows,” “Note 2-Discontinued Operations,” “Note 3,” “Note 10,” “Note 18” and the “Consolidated Quarterly Financial Data;” and

·     Exhibit 12.1 Statements re computation of ratios, included in Item 15 of the 2011 Form 10-K, was updated for “Income from Continuing Operations.”

 

Additionally, the Company has revised its disclosure of subsequent events in “Note 20” of the 2011 Form 10-K to: (1) include disclosure regarding its new $1 billion unsecured acquisition credit facility, which was entered in May 2012, and (2) include disclosure regarding the signing of a definitive agreement with American Realty Capital Trust, Inc., or ARCT, in September 2012, under which the Company will acquire all of the outstanding shares of ARCT.

 

The updated information is attached to this report as Exhibit 99.1.

 


 

Other than as described above, this Current Report on Form 8-K does not reflect events occurring after the filing of the 2011 Form 10-K on February 13, 2012, and no attempt has been made to update matters in the 2011 Form 10-K for any other activities or events occurring after the original filing date except to the extent expressly provided herein.  Without limitation of the foregoing, this filing does not purport to update the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the 2011 Form 10-K for any information, uncertainties, transactions, proceedings, risks, events or trends occurring or known  to management.  The information provided in this Current Report on Form 8-K should be read in conjunction with the portions of the 2011 Form 10-K not subject to the updates described herein and the Company’s filings made with the Securities and Exchange Commission subsequent to the filing of the 2011 Form 10-K, including the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012, and the Company’s Current Reports on Form 8-K.

 

Item 9.01         Financial Statements and Exhibits

 

(d)  Exhibits

 

12.1

 

Statements re computation of ratios.

23.1

 

Consent of Independent Registered Public Accounting Firm.

99.1

 

Updated financial information for the year ended December 31, 2011:

 

Item 6.  Selected Financial Data;

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations; and

Item 8.  Financial Statements and Supplementary Data.

101

 

The following materials from the Company’s Annual Report on Form 10-K for the period ended December 31, 2011, 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.

 


 

SIGNATURE

 

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

 

Dated: October 1, 2012

 

REALTY INCOME CORPORATION

 

 

 

 

 

 

By:

/s/ MICHAEL R. PFEIFFER

 

 

 

 

Michael R. Pfeiffer

 

 

 

Executive Vice President, General Counsel and Secretary

 


 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

12.1

 

 

Statements re computation of ratios.

23.1

 

 

Consent of Independent Registered Public Accounting Firm.

99.1

 

 

Updated financial information for the year ended December 31, 2011:

 

Item 6.  Selected Financial Data;

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations; and

Item 8.  Financial Statements and Supplementary Data.

101

 

 

The following materials from the Company’s Annual Report on Form 10-K for the period ended December 31, 2011, 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.