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R E A L T Y
3333 New Hyde Park Road
New Hyde Park, NY 11042
Tel: 516-869-9000
blog.kimcorealty.com / kimcorealty.com
R E A L T Y
R E A L T Y
2012 Annual Repor t
247947KIM_Cvr_R1.indd 1
R E A L T Y
3/12/13 1:42 PM
Corporate Directory
Board of Directors
R E A L T Y
Milton Cooper
Executive Chairman
Philip E. Coviello (1)(2)(3)
Partner *
Richard G. Dooley (1)(2)(3v)
Lead Independent Director
Kimco Realty Corporation
Latham & Watkins LLP
Executive Vice President & Chief Investment Officer *
Massachusetts Mutual Life Insurance Company
Joe Grills (1)(2v)(3)
Chief Investment Officer *
IBM Retirement Fund
David B. Henry
Vice Chairman, President
& Chief Executive Officer
Kimco Realty Corporation
F. Patrick Hughes (1v)(2)(3)
President
Hughes & Associates LLC
Frank Lourenso
Executive Vice President
JPMorgan Chase & Co.
Colombe M. Nicholas (2)(3)
Richard Saltzman (2)(3)
Consultant
President
Financo Global Consulting
Colony Capital LLC
* Retired
(1) Audit Committee
(2) Executive Compensation
Committee
(3) Nominating and Corporate
Governance Committee
v Chairman
R E A L T Y
Executive Management
Milton Cooper
Executive Chairman
Corporate Management
David F. Bujnicki
Vice President,
Investor Relations &
Corporate Communications
David B. Henry
Vice Chairman, President
& Chief Executive Officer
Michael V. Pappagallo
Executive Vice President
& Chief Operating Officer
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer &
Treasurer
Adam M. Cohen
Vice President,
Tax
Raymond Edwards
Vice President,
Retailer Services
Fredrick Kurz
Vice President
Leah Landro
Vice President,
& General Manager,
Human Resources
Risk Management
Scott G. Onufrey
Senior Vice President,
Acquisitions & Investment
Management
Bruce Rubenstein
Senior Vice President,
General Counsel &
Secretary
Thomas R. Taddeo
Vice President,
Paul Westbrook
Vice President,
Chief Information Officer
Chief Accounting Officer
U.S. Regional Management
Conor Flynn
President,
Western Region
Robert Nadler
President,
Central Region
Paul D. Puma
President,
Wilbur “Tom” Simmons III
President,
Florida/Southeast Region
Mid-Atlantic/Northeast Region
L ETTER FROM THE CHA IRMA N
2
2012 O PERATING REVIEW
FORM 10-K
14
21
SHAREHOLDER INFO RMAT ION 119
CORPORATE DIRECTORy
IBC
A BOUT THE COMPANy
Kimco Realty Corporation (NYSE: KIM) is a real estate investment
trust (REIT) headquartered in New Hyde Park, N.Y., that owns
and operates North America’s largest portfolio of neighborhood
and community shopping centers. As of December 31, 2012,
the company owned interests in 896 shopping centers comprising
131 million square feet of leasable space across 44 U.S. states,
Puerto Rico, Canada, Mexico and South America.
International Management
Michael Melson
Managing Director,
Latin America
Kelly Smith
Managing Director,
Canada
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F O C U S E D
F O C U S E D
From our first shopping center in Miami in 1958, to our nearly 900 shopping centers across
North America today, growth has always been a part of Kimco’s DNA.
It still is. But as we enter the next chapter in our history, our path to growth is becoming even
more focused – on top markets, quality and value, serving retailers and, as always, on results.
We’re paying close attention to what really matters, with one goal in mind: to be the best
neighborhood and community shopping center company in North America.
We will achieve that goal by staying FOCUS ED. .. ON TOP MARKETS ........... .. ... 6
ON QUALITY AN D VALU E .... 8
ON RETAILERS ........... .. ......... 10
ON RESULTS .......... .. .. ........... 12
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CH AIRMAN’S LETT ER
Dear Fellow Shareholders and Associates:
When Marty Kimmel and I developed our first
shopping center in 1958, our primary focus was on the
cash flow that could be generated from tenant leases;
this would amortize the mortgage loan and provide our
investors with stable and predictable cash distributions.
The investment thesis was simple: Construct a
building where a retailer wanted to serve its customers
and lease it at a rate that would pay the investors a safe
and reasonable return over the life of the lease. We
could earn money while we slept.
During the ’70s and ’80s, we shifted to acquiring
properties with the same characteristics – low rent
relative to the anchor tenant’s sales, strong locations
in densely populated markets and a steady cash flow
providing distributions to the investors.
In 1991, when we completed our initial public
offering, we provided investors access to ownership of
shopping centers in a new public vehicle for the first
time in a very long time. Our shareholders enjoyed
a safe and growing dividend and growth in cash
flow from retail real estate, along with a vehicle to
opportunistically capitalize on the needs of distressed,
real-estate rich retailers.
Fast forward to Kimco’s Investor Day in September
2010 when, after the worst recession since the
Great Depression, we made a commitment to our
shareholders to simplify our strategy and once again
focus on recurring cash flow from high-quality
shopping centers. We are making excellent progress
fulfilling that commitment. To put our transformation
in perspective, in 2008 our non-retail investment
balance was $1.1 billion. After the impending sale of
the InTown Suites extended-stay portfolio, that balance
is expected to be below $300 million.
Since our Investor Day, we’ve also shed shopping
centers that didn’t fit our criteria, generating proceeds
to Kimco of more than $500 million.
We have used these proceeds, together with those
generated from our non-retail dispositions, to reduce
debt and acquire higher-quality shopping centers in
well-located areas.
The table on the next page illustrates our trans-
formation.
Today, the demand for space for our type of retail
property continues to improve. Absorptions are
forecast to outpace completions of new construction
for the foreseeable future. Despite prevailing
economic uncertainties, planned store openings are at
a multiyear high.
Our tenants are generally strong credits, including
discounters, off-price retailers, drugstores, super-
markets and warehouse clubs, supplying everyday
2
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Our Quality Trade-Up: U.S. Shopping Center Acquisitions & Dispositions
Number of properties
Gross Price (000’s)
Gross Leaseable Area in square feet (000’s)*
Occupancy*
Average Base Rent per square foot*
Estimated Population†
Household Density per square mile†
Median Household Income†
Average Household Income†
* Represents Kimco’s pro-rata interest
† Within a three-mile radius
Since Investor Day 2010 (as of 12/31/12)
Acquired
Sites
59
Disposed
Sites
108
$1,290,868
$825,250
6,459
95.8%
$13.92
91,621
1,273
$74,390
$88,935
8,527
85.4%
$8.75
76,329
1,064
$58,458
$65,328
Variance
-45.4%
56.4%
-24.3%
10.4%
59.1%
20.0%
19.6%
27.3%
36.1%
necessities. Many of our leases were entered into
decades ago, and contain very low contract rents. Very
few public companies have entered into leases 40 years
ago; these legacy contract rents are obviously below
market, and they form a basis for future rental growth
as the leases expire. A recent illustration of this was a
41-year-old lease with a major retailer that provided us
with annual rental revenues of $315,000. When the
lease expired in the first quarter of 2012, we entered
into a new ground lease with a credit tenant for over
six times that rent. There are more such leases in our
portfolio, which should result in additional rental
growth as the leases expire.
Like other retail property owners, we are still navigating
through some headwinds. Many consumers are feeling
the impact from the end of the payroll tax holiday, and
gasoline prices are up. And yet some major economic
indicators are pointing in the right direction.
The unemployment rate, while still too high, is slowly
improving, and home prices continue to recover.
Interest rates remain low. We remain focused on leasing
our space to smart retailers who will benefit from better
economic conditions in the years ahead.
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3/19/13 6:34 PM
Having evolved from that first shopping center many
years ago, there are three aspects of Kimco’s business that
distinguish us today.
1. We have a very large operating platform – 896
shopping centers with approximately 8,400 tenants –
that enables us to service the needs of major national
and regional retailers. Having this breadth of
locations provides us with access to most, if not all,
of the retailers that are experiencing the most rapid
growth today. Among our peers, we are the largest
landlord to Costco, TJX Companies (T.J. Maxx,
Marshalls, etc.), Royal Ahold (Stop & Shop, Giant,
etc.) and others. Home Depot and Walmart, two of
the most creditworthy companies in America today,
are among our largest tenants. Given our scale,
we are afforded a seat at the table when a retailer is
looking to expand or open a new store. In the retail
real estate industry, size matters.
2. We are a manager and owner in joint ventures that
hold approximately $10 billion of retail real estate.
This platform has enabled us to acquire interests in
numerous high-quality properties and to generate
high returns on our shareholders’ equity due to our
management role. Recently, an added benefit of
this business has been the opportunity to increase
our investment in select assets when some of our
partners have expressed a desire to monetize their
investments or modify their investment allocations.
Since our Investor Day in 2010, we have disposed
of 55 joint venture properties that were not strategic
to our portfolio and acquired 10 properties from
partners in which we had a minority interest stake
and a management role. For example, during
the year, we acquired Towson Marketplace in
Towson, Maryland. This is a wonderful shopping
center anchored by both Target and Walmart,
with a full-line Weis Market on site. This property
should provide stable and growing cash flows to
our shareholders for many years to come. Another
recent example is Santee Trolley Square in Santee,
California, where we increased our ownership from
45 percent to 100 percent. This 98-percent-occupied,
311,000-square-foot shopping center is anchored
by several prominent national retailers such as T.J.
Maxx, PetSmart, Party City, Bed Bath & Beyond, 24
Hour Fitness and Old Navy, and shadow-anchored
by Target.
3. We have a long-term track record of capturing retail-
related opportunities. Our history is illuminated
by profitable transactions with Venture Stores,
Gold Circle, Hechinger’s, Montgomery Ward,
Service Merchandise, Kmart, Ames, Albertsons,
Woolworth, Frank’s Nursery, Strawbridge &
Clothier, Strauss Discount Auto, Penn Traffic, Save
Mart and Shopko. While committed to our stable
and growing base of recurring income, Kimco has
always had an opportunistic culture, which is the
“plus” in our “Income Plus” strategy. Our track
record of generating profits from transactions with
retailers that are real-estate rich has proven time
and again that if you are fast with your footwork,
4
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and well-known, reliable and trusted in the retail
industry, you can generate outsized returns for
your shareholders. Our most recent example of
an opportunistic investment is our participation in
a consortium to restructure Supervalu. This is the
same group we partnered with in the Albertsons
transaction, which made Kimco shareholders five
times their initial investment – and we still maintain
a valuable position in this investment. Kimco will
continue to provide real estate advisory services to
the new Supervalu venture.
In closing, please permit me to express a few thoughts
about today’s retail real estate market prices. The
prices of high-quality shopping centers today appear
“expensive” compared with long-term historical
averages for market cap rates, which are the initial
unleveraged yields available to property buyers.
However, let’s dig a little deeper. When compared with
the risk-free interest rate available on the 10-year U.S.
Treasury note, investment yields available on quality
retail real estate may be at historically attractive levels.
Let me explain. The interest rate on 10-year Treasuries
was, as of this writing, approximately two percent.
Treasury Inflation-Protected Securities (TIPS) for the
same duration show negative yields. An argument can
be made that real estate returns should be compared
with TIPS, because the residual value of real estate
often increases in value with inflation, in some ways
similar to the increasing yield on a TIPS bond.
Clearly, by these measures, quality real estate bearing
cap rates in the 5 to 6 percent range looks attractively
priced. A similar conclusion might be reached if one
compares real estate cap rates with yields presently
available on investment-grade corporate bonds. All this
considered, I’ll put my money in shopping centers at
today’s cap rates any day.
Our goal at Kimco is to continue to be the premier
owner of retail properties in North America; this
should enable us to deliver safe and growing cash flows
from our investment portfolio, as well as increasing
distributions to our shareholders. In addition, we seek
to continue generating profits and create value from
our retail-related opportunistic activities. In other
words, “Income Plus.” We continue to work very hard
to achieve these objectives.
I want to thank all of our associates for the wonderful
job they are doing executing our business plan; I’m
quite proud of their achievements on behalf of Kimco
shareholders and stakeholders. I am very excited by the
future opportunities I see ahead. It’s indeed a great
time to own high-quality, income-producing retail
real estate and I’m as proud as ever of our position in
the industry.
Milton Cooper
Executive Chairman
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We’re focusing our business on key U.S. markets,
where population, income and growth prospects are highest.
F O C U S E D
F O C U S E D
on Top Markets
Kimco’s strategy is to be where the consumers are. We’re
rebalancing our portfolio so the vast majority of our shopping
centers are in the most densely populated, highest-income areas
of the U.S. – the places retailers value most.
By deepening our presence in top markets, we’ll improve our
overall asset values, gain operating efficiencies, and increase
occupancy and income – factors that produce greater wealth for
our investors.
Wilton Campus Shops in Wilton, Conn., is a prime example
of our quality trade-up. Acquired last year, the center is 97
percent occupied, commands rent of $30 per square foot, and
is located in Connecticut’s affluent Gold Coast, an area which
has an average household income of $241,000. In comparison,
the properties we sold since Investor Day 2010 were, on
average, 85 percent occupied, had rent of $8.75 per square
foot, and average household income of $65,000. Early in 2013,
Kimco acquired Wilton Executive Campus and Shoppes, a
mixed-use center adjacent to Wilton Campus Shops, securing
full ownership of the entire Wilton River Park development.
The median household income in
our target markets is 14 percent
higher than the U.S. average.
6
Airport Plaza, Farmingdale, New York
Houston,
Houston,
Houston, Texas
Woodbridge Shopping Center, Houston, Texas
Texas
Center,
Woodbridge Shopping Center,
Center, Houston,
Shopping
Shopping Center,
La Verne Towne Center, Los Angeles, California
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“Wilton is growing but still has a small-town feel, and this shopping center is central
to keeping us a tight-knit community. With each trip to the Wilton Campus Shops,
we have a chance to bump into neighbors and friends. I was pleased Kimco
acquired the center, because I know they will continue to add to the high-quality
shopping experience enjoyed by those of us who are proud to call Wilton home.”
Jane Melani, local shopper, Wilton Campus Shops
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“I’m thrilled the 45-year-old Wilde Lake Village Center is being reinvented for the
next 45 years. Kimco’s new, environmentally friendly design, created with extensive
input from the community, remains true to the original vision James Rouse had for
Columbia, my home town. Wilde Lake residents should be excited about this project,
and with the Downtown Columbia plan coming to life, the future of this community
could not be brighter.”
Ken Ulman, County Executive, Howard County, Maryland
8
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We’re focused on increasing the value of our centers –
for consumers, communities and the company alike.
F O C U S E D
F O C U S E D
on Quality and Value
Our redevelopment projects bring new life to outmoded
shopping centers in strong locations.
Whenever we rebuild, expand, or reconfigure space to attract
highly coveted national retailers, we create quality and value –
in the form of increased economic activity, jobs, and tax
revenues for communities; more attractive shopping
environments and greater choice for consumers; and stronger
returns for Kimco shareholders.
Even the environment benefits: using energy-efficient design and
sustainable materials, our revamped centers are greener than
ever before.
With a 33 percent vacancy rate, Kimco saw an opportunity to
revitalize the Wilde Lake Village Center in Columbia, Md., and once
again make it a hub of community life in this affluent suburb of
Baltimore. The $45 million project, which includes a $17 million
investment by Kimco, will open up the center’s courtyard area
and add new retail, office and residential space. Expected to be
completed in 2014, the project is being built to LEED certification,
with a new storm water management system and energy-efficient
lighting and HVAC systems.
230
We expect to
We expect to invest $400 million
in redevelopment projects over the
in redevelopment
next few years.
next few years.
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F O C U S E D on Retailers
F O C U S E D
Kimco and its retail partners enjoy some of the longest and
strongest relationships in the industry – each built on trust,
dependability and service.
Retailers count on Kimco for our national scale and local expertise,
but they also appreciate how we’re always thinking beyond the box,
offering programs like KEYS, which provides training and incentives to
help entrepreneurs launch retail businesses.
In return, our loyal tenants provide a steady, reliable source
of income, and the opportunity, when conditions change,
to participate in restructurings and retailer-owned asset sales that
create mutual value.
Rudy Gonzales got the idea for his new business, Build-It Workshops,
after watching his two young daughters play with blocks at San
Diego’s New Children’s Museum. With help from Kimco’s KEYS
program, Rudy received the training and incentives he needed to turn
that idea into reality. Now, Build-It Workshops, located in Kimco’s
North County Plaza shopping center in Carlsbad, Calif., offers
children and their parents a creative play outlet fueled by a sense
of fun and imagination. Rudy hopes to open other locations in the
future, but no matter how far he goes, he will always appreciate the
head start he got from Kimco to get his initial idea off the ground.
During 2012, 90 percent of
tenants coming up for renewal
or with options decided to
remain with Kimco.
10
Mesa Riverview, Mesa, Arizona
Columbia Crossing, Columbia, Maryland
Preston Forest Village, Dallas, Texas
7
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We’re focused on providing more services and
greater opportunity for retailers –
the kind of support that builds long-term relationships.
“I’ll always be grateful to Kimco for the encouragement and support they gave me to
start my own business. The advice and training I received through the KEYS program
were invaluable, and on top of that, Kimco is providing me with a year of free rent and
other incentives. I can’t think of a better way to get my business off to a strong start.
Thank you again, Kimco. You really helped make Build-It Workshops possible.”
Rudy Gonzales, owner, Build-It Workshops
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3/19/13 6:35 PM
247947Kimco_NARR_2012_R2.indd 11
T O TA L R E T U R N
P E R F O R M A N C E
Since IPO
Full-Year 2012
23.9%
13.0%
11.6%
10.0%
8.7%
18.1%
16.0%
10.2%
KIM NAREIT DJIA
S&P500
KIM NAREIT DJIA
S&P500
$100,000 invested at IPO
would be worth $1.3 million
at December 31, 2012
Kimco outperformed major
indices for the 12 months
ended December 31, 2012
Source: NAREIT, Bloomberg
since Investor Day 2010
59% increase in average rent per square foot (bought vs. sold properties)
$2.1 billion of capital refinanced in 2012
10.5% increase in cash dividend
$13.2 billion of enterprise value
94% occupancy rate, highest since 2008
27.8% spread on new U.S. leases
170 basis-point increase in small-shop occupancy in 2012
11 consecutive quarters of same-site NOI growth
12
Santee Trolley Square, San Diego, California
Since its 1991 IPO, Kimco has returned an
average of 13 percent a year to its shareholders,
outpacing the returns of the broader REIT
sector and leading market indices.
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F O C U S E D on Results
F O C U S E D
Kimco follows an “Income Plus” strategy, making sure our portfolio
of stable shopping centers delivers the consistent, reliable income
stream our investors expect, while offering an upside “plus” from
opportunistic retail investments.
It takes effort and creativity to make that model work. Kimco
employees focus everyday on generating maximum cash flow
from our shopping centers by keeping space filled, rents paid and
operating expenses down, while finding new sources of revenue
through value-added services and ancillary income programs.
It also takes connections and intelligent risk-taking to capitalize on
new opportunities, such as our participation, announced earlier this
year, in a buyout of five leading supermarket chains with nearly 900
stores from Supervalu.
In the end, it all adds up to a record of market-beating returns that
is the envy of our industry… and the pride of our employees.
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2012 OPERATING REVIEW
In many ways, 2012 was a banner year for Kimco.
We delivered outstanding results, while improving the quality, value
and growth potential of our shopping center portfolio.
Dea r Fellow S ha reh ol ders and As s o ci ates:
In many ways, 2012 was a banner year for Kimco.
Focused on both the present and the future, we delivered
outstanding financial and operating results, while
strengthening our balance sheet and making significant
strides toward improving the quality, value and growth
potential of our shopping center portfolio for the long term.
Our reported funds from operations (FFO) as adjusted
came in at $514.2 million, or $1.26 per diluted share, up
5 percent from $489.8 million, or $1.20 per diluted share,
in 2011.
For this solid performance, shareholders were rewarded
with a total return of nearly 24 percent, continuing a long
history of sector- and market-beating returns enjoyed by
Kimco investors (see chart on page 12).
Dividends, of course, make up a significant portion of
Kimco’s total return. In October, the Board approved
a 10.5 percent increase in our quarterly dividend, to an
annualized rate of $0.84 per common share, reflecting
our strong results and confidence in our future growth
prospects.
FU N DA MENTAL S L O OKING UP
We have good reason to be confident in the future. While
economic uncertainty persists, the leading indicators in our
industry continue to trend upward.
Demand for quality retail space is steadily increasing, with
store openings hitting multiyear highs as retailers expand
their store counts, population and consumer spending
continue to rise, unemployment eases, and the housing
recovery, fueled by low interest rates, gains momentum.
Yet available supply remains tight, with virtually no new
development on the drawing boards. That translates into
accelerating growth in effective rents and occupancy rates.
Kimco is well positioned to capitalize on these trends.
The quality of our shopping center portfolio is strong and
improving, our national platform is geographically diverse
and increasingly focused on top markets, and our credit-
worthy tenant base is very stable, generating reliable and
growing cash flows.
Vital Signs Show Strength and Stability
Our 2012 operating metrics, what we call our vital signs,
provide further evidence of our strength and stability.
Same-site net operating income (NOI) in our combined
portfolio has grown now for 11 consecutive quarters –
a terrific winning streak. In the fourth quarter, it rose 3.4
percent – the highest quarterly increase since the end of
2007. In all, our same-site NOI grew 2.3 percent in 2012,
including a negative 60 basis-point impact from currency
changes.
Much of the improvement in our NOI came from a rise
in effective rents, but was also helped by efforts to reduce
operating expenses, improve occupancy and retain tenants,
14
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Stable, Growing Cash Flows Come From…
Geographically Diverse Rental Income
MSA* 1-5 20.5%
MSA 6-10 12.3%
MSA 11-30 23.2%
Puerto Rico 3.3%
Canada 10.4%
Latin America 6.8%
All Other 23.5%
*Metropolitan Statistical Area
Location
California
Florida
New York
Texas
Pennsylvania
New Jersey
All Other U.S.
Puerto Rico
Subtotal U.S.
Latin America
Canada
Subtotal International
Total Shopping Centers
Number of
Properties
Square Feet
(in millions)
Annualized
Base Rent
109
77
60
52
45
28
381
7
759
71
66
137
896
18.7
10.7
6.4
8.0
5.0
4.3
50.9
2.2
106.2
12.7
12.4
25.1
131.3
13.1%
8.8%
8.0%
4.9%
4.7%
4.1%
35.9%
3.3%
82.8%
6.8%
10.4%
17.2%
100.0%
recover lost rents, and generate new revenue streams from
services and ancillary income programs.
Our growing occupancy levels tell the tale of strong retailer
demand for quality space, while also reflecting the success
of our portfolio recycling program. For the year, occupancy
in our combined portfolio was 93.8 percent, up 70 basis
points from 2011. In the U.S., the level was 93.9 percent,
an increase of 80 basis points.
Occupancy in our U.S. anchor space (over 10,000 square
feet) climbed 50 basis points, to 96.9 percent, fueled by
increased demand from national and regional chains.
Meanwhile, our small-shop occupancy jumped 170
basis points, to 84.2 percent – a strong indicator of the
improving health of the economy.
During 2012, the company signed 2,678 new leases,
renewals and options for a total of 10 million square feet –
a 25 percent increase in pro-rata square footage over the
previous year. Available space from bankruptcies such as
Room Store, Syms and A&P, or end-of-term vacancies
from such retailers as Kmart, were absorbed very quickly
at higher rents, underscoring the value of those spaces.
Overall, our leasing spreads – the difference between old
and new rents on the same space – continue to widen,
another sign of strong demand. In the U.S., the spread
was 9.8 percent. Rents on new leases were 27.8 percent
higher; on renewals and options, they rose 4.5 percent.
Progress in Canada and Mexico
Our portfolio in Canada continues to enjoy high
occupancy, at 97 percent, amid strong demand. High-
quality space is at a premium, with more and more U.S.
retailers seeking to expand into Canada.
In 2013, the big expansion story is Target. In what
promises to be a real transformational move for Canadian
retailing, Target plans to open 125 stores in Canada,
including one in our Shoppers World Danforth center in
Toronto this spring, the first of nine the retailer will open
in our joint-venture properties over the next two years.
In 2012, we strengthened our presence in Canada by
acquiring shopping centers in Ottawa and Edmonton.
We also increased our ownership in one shopping center
and converted our preferred equity interest into a pari-
passu joint venture in another, both in British Columbia.
The quality of our portfolio is strong
and improving, our national platform is
geographically diverse and focused on top
markets, and our tenant base is stable,
generating reliable and growing cash flows.
15
Davidson Commons, Charlotte, North Carolina
247947Kimco_NARR_2012_R2.indd 15
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Our portfolio will be concentrated in key territories, areas with
the strongest demographics, limited retail per capita, high barriers to entry,
and the greatest population density.
We’re also pleased with our progress in Mexico, where
occupancy rose to nearly 90 percent in our fully
operational centers, reaching the target we established last
year. In all, Mexico contributed more than $57 million to
our NOI last year, up 16 percent before currency impacts.
Demand for quality space in Mexico is on the rise, with
the economy expected to grow nearly 4 percent in 2013.
Many major U.S. retailers have their sights set on Mexico,
including Petco, American Eagle and Old Navy, among
others.
Mexico’s real estate capital market is suddenly very vibrant
as well, thanks to recent offerings from several Mexican
REITs. With the flow of investment money into real estate
driving property values higher, we will look to monetize
certain assets to optimize our portfolio composition.
At the end of 2012, we also made a decision to sell,
over time, our South America portfolio – two projects
in Brazil, two in Peru, and 11 in Chile. Even though
GDP growth rates are projected to remain strong in
these markets, we don’t have the scale or the efficient
tax structure to continue expanding in South America.
Instead, we’ll take our profits and reinvest the proceeds to
help fund our U.S. growth strategy.
OUR MODEL: INCOME PLUS
Since our Investor Day in September 2010, we have been
focused on executing against four strategic imperatives:
active portfolio management, value creation through
redevelopment and re-tenanting, opportunistic retail
investments, and maintaining a strong balance sheet.
These activities all contribute to our “Income Plus” model.
The “income” comes from a continuously improving
portfolio of stable shopping centers that generates reliable
and growing cash flows. The “plus” comes from the
opportunistic investments we’re able to make because
of our strong financial position and longstanding
relationships with major retailers and investment partners.
Added together, they produce outstanding results for our
shareholders.
Active Portfolio Management
Thirty months ago, we decided to get back to basics,
concentrating on our core competency of owning and
operating stable, high-quality neighborhood and community
shopping centers. It’s how we got our start in 1958, and
what we know best.
After a painstaking review process, we decided to sell those
shopping centers that were outside our core operating
markets, didn’t fit our desired asset profile, or had limited
In the last two and a half years, we
have made tremendous progress
have made tremendous progress
for
for greater
for greater
our
rebalancing our portfolio
our portfolio
rebalancing our portfolio for greater
growth and value.
growth and value.
16
City Heights, San Diego, California
247947Kimco_NARR_2012_R2.indd 16
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Stable, Growing Cash Flows Come From…
A Diverse Mix of Creditworthy Tenants
Only 14 tenants above 1% of Annualized Base Rent (ABR)
2.9%
3.0%
2.6%
1.4%
1.5%
1.5%
2.0%
1.6%
1.7%
1.1%
1.2%
1.2%
1.2%
1.2%
(% of total ABR)
Dollar
Tree
Michael’s Safeway
Ross
Dress
for Less
Costco PetSmart Best Buy Kohl’s
Ahold
Bed Bath
& Beyond
Sears/
Kmart
Walmart
TJX
Companies
Home
Depot
opportunity for growth or repositioning. In addition,
we decided to exit substantially all of our non-retail
investments.
In the last two and a half years, we have made tremendous
progress rebalancing our portfolio for greater growth and
value. Last year alone, we sold 68 properties in the U.S.,
more than double the pace of the previous year, while
purchasing 24 higher-quality shopping centers.
In all, we have sold 108 U.S. retail properties since
September 2010, for gross proceeds of $825 million, while
buying 59 higher-quality properties for a gross price of
$1.3 billion. The measure of success: our newly acquired
centers have occupancy of 96 percent, average base rent
of $13.92 a square foot, and average household income of
$89,000. Those we sold: occupancy of 85 percent, rent of
$8.75, and income of $65,000.
Despite the progress we’ve made, we’re not finished yet.
We’re now looking to optimize our remaining portfolio by
refining and deepening our presence in top U.S. markets.
Going forward, our portfolio will be concentrated in key
markets, encompassing the top Metropolitan Statistical
Areas (MSAs) of the U.S., areas that have the strongest
demographics, limited retail per capita, high barriers to
entry, and the greatest population density.
Our plan is to acquire larger, higher-value retail properties
in these key territories, funding our investments through
an active portfolio recycling program, both within and
outside these markets. At the same time, we’ll keep an eye
on a handful of areas in other parts of the country that we
think have the highest future growth potential.
In the end, we want to have a national platform that allows
us to take advantage of scale and operating efficiencies,
that enables us to serve as a top landlord to most national
retailers, and that is broad enough to maintain the spread
of financial risk, while having enough depth to capture new
opportunities. This is our core investment proposition.
That model leaves little room for non-retail assets. After
we complete the impending sale of our InTown Suites
portfolio, our non-retail holdings are expected to comprise
only 2.5 percent of our asset base, down from 10 percent at
the peak.
Value Creation through Redevelopment
and Re-tenanting
Acquiring high-quality properties in top markets is one
avenue to growth. Another way we’re adding value for
the long term is to redevelop, re-tenant and expand the
strongly situated shopping centers we already have.
Mountain Island, Charlotte, North Carolina
Santee Trolley Square, San Diego, California
17
247947Kimco_NARR_2012_R2.indd 17
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Suburban Square, Philadelphia, Pennsylvania
Hampton Bays Plaza, Hampton Bays, New York
Our relationships with major retailers
and investment partners, coupled with
our strong balance sheet, put us in a
great position to make opportunistic
retail investments.
After spending more than $40 million on redevelopment
in 2012, we’re ramping up our activity and targeting nearly
$400 million in spending over the next few years.
In Staten Island, N.Y., we’re redeveloping our Richmond
shopping center, converting an empty box formerly
occupied by Kmart into a new, higher-income space for
Target. Similarly, in Pompano, Fla., we’re taking a former
Kmart location and turning it into new space for Whole
Foods and The Sports Authority, at higher rents.
These are just two examples of how we’re benefiting from
turnover in leases signed more than 20 years ago at what are
now below-market rents. We still have more than 1,000
such leases in our portfolio, so there’s plenty of upside
remaining to be captured.
Opportunistic Retail Investments
Our longstanding relationships with major retailers and
investment partners, coupled with our strong balance
sheet, put us in great position to make opportunistic retail
investments that add value to our portfolio.
A recent example is our participation in an investment
consortium that is buying five grocery banners –
Albertsons, Acme, Jewel-Osco, Shaw’s and Star Market –
encompassing 877 stores, from Supervalu Inc.
Kimco was part of the original consortium that purchased
more than 600 stores from Albertsons in 2006. As with
our initial investment, we expect this latest transaction will
result in a substantial return on our investment of up to
$76.5 million, adding to our long history of success with
retailer-owned real estate opportunities.
Joint ventures provide Kimco with another attractive
source of acquisitions as our partners look to monetize
their investments and we seek to simplify our ownership
Wilton Campus Shops, Wilton, Connecticut
18
247947Kimco_NARR_2012_R2.indd 18
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Cash Flows: A Shift Back to Retail...
EBITDA Composition
83%
Shopping Centers
96%
Shopping Centers
100%
Shopping Centers
17% Non-retail
Investments
4% Non-retail
Investments
All EBITDA contributions
generated from retail
shopping center flows.
2008
2012
2014
structure. We currently have about $10 billion of assets in
such partnerships.
During the year, Kimco acquired from joint-venture
partners full interests in seven U.S. shopping centers. Most
recently, we acquired our partner’s 55 percent ownership
interest in the Santee Trolley Square shopping center in the
affluent San Diego market.
We’ll also look to increase our ownership in other joint
ventures. For example, we recently increased our interest
in the Kimco Income Fund I from 14.6 percent to 29.8
percent, and reached preliminary agreement with a new
institutional investor to raise our stake from 18 percent to
33 percent in an existing institutional joint venture.
Maintaining a Strong Balance Sheet
During 2012, we took every opportunity to maintain and
strengthen our healthy balance sheet and our liquidity
position by accessing lower-cost money in the capital
markets.
In all, we issued $800 million of perpetual preferred
stock, at a blended coupon of 5.78 percent, and redeemed
$635 million of such debt with a blended coupon of
7.45 percent. We also paid off approximately $199
million in senior unsecured notes with a coupon of 6.0
percent. Although we reported one-time non-cash charges
of approximately $22 million, or $0.05 per diluted
share, as a result of these transactions, we will benefit by
approximately $13 million a year, or $0.03 per diluted
share, in real cash savings and reduced fixed charges year
after year.
Our immediate liquidity position remains very strong, at
more than $1.4 billion, and over the course of the year,
we improved our net-debt-to-recurring EBITDA ratio to
5.7 times, a level better than the 6 times to which we had
committed at our 2010 Investor Day.
ACCELERATING OUR PROGRESS IN 20 13
In 2013, we expect the pace of our activities will accelerate
in response to improving market conditions and new
opportunities. We have four main strategic objectives to
guide us, but only one real focus: to maximize the value
we create for Kimco shareholders, partners and associates.
Here is how we see the year shaping up:
• Portfolio Recycling – We will continue to recycle our
portfolio for quality and growth, selling 60-75 retail
properties that no longer meet our criteria, while re-
investing the proceeds to acquire higher-value shopping
centers that deepen and refine our presence in our
key U.S. territories. In addition, we will substantially
complete the sale of our non-retail assets, take initial
steps to monetize our South American portfolio and
select assets in Mexico, and continue to invest in
redevelopment projects that improve the value of our
U.S. portfolio.
• Shopping Center Performance – We’re focused, as
always, on extracting maximum value and cash flow
from our shopping centers by increasing occupancy
levels and rents, lowering costs and finding new revenue
streams. We closed out 2012 with a streak of 11
consecutive quarters of same-site net operating income
growth and we intend to keep that streak going in 2013.
We also expect to increase our combined portfolio
occupancy.
• Financial Strength – We will continue to maintain a
healthy balance sheet and employ a conservative capital
structure to achieve our business objectives. Our
ongoing target for consolidated net-debt-to-recurring-
EBITDA ratio is between 5.5 and 6.0 times, with a
fixed-charge coverage ratio of at least 2.5 times.
247947Kimco_NARR_2012_R2.indd 19
19
3/19/13 6:35 PM
Kimco helps protect the environment
through sustainability initiatives like utility
and waste management, lighting and
irrigation efficiency, rooftop solar-power
production, and low-impact materials and
design – efforts that also reduce operating
costs and create new revenue streams.
Edgewater Commons, Edgewater, New Jersey
FO C US ED ON VA LUE
The true value of retail real estate comes from people.
The people who finance, build and maintain shopping
centers; the people who realize retail success in them, and
the people who shop, enjoy dining and entertainment,
or find a sense of community in them.
Behind them all, are the people of Kimco – the men and
women who are focused every day on creating value for
retailers, consumers, investors and communities alike.
And they do a great job of it.
They work closely with retailers of all sizes to understand
their business plans and help them find the right real
estate to maximize their performance.
They give entrepreneurs and first-time business owners
a helping hand through programs like KEYS, which
offers training and incentives to start new businesses,
and FastTRACK Franchise, which connects aspiring and
experienced franchise owners with pre-approved locations.
They create, renew and maintain attractive shopping
environments that enhance the consumer experience,
improve property values, and keep shoppers coming back
for more.
They help protect the environment through sustainability
initiatives like utility and waste management, lighting and
irrigation efficiency, rooftop solar-power production, and
low-impact materials and design – efforts that also reduce
operating costs and create new revenue streams.
They improve our internal efficiency with technology,
creating lease management and integrated financial
planning systems; business intelligence tools, and mobile
property management applications.
In the end, as they focus on creating value for those around
them, the people of Kimco create value for themselves,
building careers and a company with almost unlimited
potential and opportunity.
We thank all Kimco associates for their many contributions
to our success in 2012, and look forward to what their
energy, creativity, drive and determination will mean to us
in the years ahead.
David B. Henry
Vice Chairman, President
& Chief Executive Officer
Michael V. Pappagallo
Executive Vice President
& Chief Operating Officer
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer
& Treasurer
20
247947Kimco_NARR_2012_R2.indd 20
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PM S 2945
RGB
CMYK
R E A L T Y
R E A L T Y
10-K
R E A L T Y
247947_Kimco pg21_pg122_R1.indd 1
21
R E A L T Y
3/20/13 3:07 PM
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
For the transition period from __________ to __________
Commission file number 1-10899
Kimco Realty Corporation
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
13-2744380
(I.R.S. Employer Identification No.)
3333 New Hyde Park Road, New Hyde Park, NY 11042-0020
(Address of principal executive offices) (Zip Code)
(516) 869-9000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.01 per share.
Title of each class
Depositary Shares, each representing one-hundredth of a share of 6.90% Class H Cumulative Redeemable
Preferred Stock, par value $1.00 per share.
Depositary Shares, each representing one-thousandth of a share of 6.00% Class I Cumulative Redeemable
Preferred Stock, par value $1.00 per share.
Depositary Shares, each representing one-thousandth of a share of 5.50% Class J Cumulative Redeemable
Preferred Stock, par value $1.00 per share.
Depositary Shares, each representing one-thousandth of a share of 5.625% Class K Cumulative Redeemable
Preferred Stock, par value $1.00 per share.
Name of each exchange on
which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
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 No
Securities registered pursuant to section 12(g) of the Act: None
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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No
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.
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
Non-accelerated filer
(Do not check if a smaller reporting company.)
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $7.4 billion based upon the closing
price on the New York Stock Exchange for such equity on June 30, 2012.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
407,883,635 shares as of February 14, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference to the Registrant's definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders
expected to be held on April 30, 2013.
Index to Exhibits begins on page 37.
TABLE OF CONTENTS
Item No.
PART I
1.
Business .................................................................................................................................................................................................................
1A.
Risk Factors ..........................................................................................................................................................................................................
1B.
Unresolved Staff Comments ......................................................................................................................................................................
2.
3.
4.
Properties .............................................................................................................................................................................................................
Legal Proceedings ............................................................................................................................................................................................
Mine Safety Disclosures ................................................................................................................................................................................
PART II
5.
Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities ......................................................................................................................................
6.
7.
Selected Financial Data .................................................................................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations ....................................
7A.
Quantitative and Qualitative Disclosures About Market Risk .................................................................................................
8.
9.
Financial Statements and Supplementary Data................................................................................................................................
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ................................
9A.
Controls and Procedures .............................................................................................................................................................................
9B.
Other Information ...........................................................................................................................................................................................
PART III
10.
Directors, Executive Officers and Corporate Governance.......................................................................................................
11.
Executive Compensation .............................................................................................................................................................................
12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters ......................................................................................................................................................
13.
Certain Relationships and Related Transactions, and Director Independence ..............................................................
14.
Principal Accounting Fees and Services ...............................................................................................................................................
PART IV
Form 10-K
Report
Page
2
4
10
10
11
11
11
14
15
33
34
34
34
35
35
35
35
35
35
15.
Exhibits, Financial Statement Schedules ...............................................................................................................................................
36
1
FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K (“Form 10-K”), together with other statements and information publicly disseminated by Kimco
Realty Corporation (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-
looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking
statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally
identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. You should not
rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases,
beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual
results to differ materially from current expectations include, but are not limited to (i) general adverse economic and local real estate
conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn
in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on terms
favorable to the Company, (iv) the Company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations,
(vi) the level and volatility of interest rates and foreign currency exchange rates, (vii) risks related to our international operations, (viii) the
availability of suitable acquisition and disposition opportunities, (ix) valuation and risks related to our joint venture and preferred equity
investments, (x) valuation of marketable securities and other investments, (xi) increases in operating costs, (xii) changes in the dividend
policy for the Company’s common stock, (xiii) the reduction in the Company’s income in the event of multiple lease terminations by
tenants or a failure by multiple tenants to occupy their premises in a shopping center, (xiv) impairment charges and (xv) unanticipated
changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity and the
risks and uncertainties identified under Item 1A, “Risk Factors” and elsewhere in this Form 10-K and in the Company’s other filings with
the SEC. Accordingly, there is no assurance that the Company’s expectations will be realized.
Item 1. Business
Background
PART I
Kimco Realty Corporation, a Maryland corporation, is one of the nation's largest owners and operators of neighborhood and
community shopping centers. The terms "Kimco," the "Company," "we," "our" and "us" each refer to Kimco Realty Corporation and our
subsidiaries, unless the context indicates otherwise. The Company is a self-administered real estate investment trust ("REIT") and has
owned and operated neighborhood and community shopping centers for more than 50 years. The Company has not engaged, nor does
it expect to retain, any REIT advisors in connection with the operation of its properties. As of December 31, 2012, the Company had
interests in 896 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 131.3 million square feet of gross
leasable area (“GLA”), and 829 other property interests, primarily through the Company’s preferred equity investments, other real estate
investments and non-retail properties, totaling 26.6 million square feet of GLA, for a grand total of 1,725 properties aggregating 157.9
million square feet of GLA, located in 44 states, Puerto Rico, Canada, Mexico, Chile, Brazil and Peru. The Company’s ownership interests
in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in
the Company’s investment real estate management programs, where the Company partners with institutional investors and also retains
management. The Company believes its portfolio of neighborhood and community shopping center properties is the largest (measured
by GLA) currently held by any publicly traded REIT.
The Company's executive offices are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 and its
telephone number is (516) 869-9000. Nearly all operating functions, including leasing, legal, construction, data processing, maintenance,
finance and accounting are administered by the Company from its executive offices in New Hyde Park, New York and supported by the
Company’s regional offices. As of December 31, 2012, a total of 635 persons are employed by the Company.
The Company’s Web site is located at http://www.kimcorealty.com. The information contained on our Web site does not constitute
part of this Form 10-K. On the Company’s Web site you can obtain, free of charge, a copy of our Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934, as amended, as soon as reasonably practicable, after we file such material electronically with, or furnish it to, the
Securities and Exchange Commission (the "SEC"). The public may read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the
contribution of several shopping center properties owned by its principal stockholders. In 1973, these principals formed the Company as
a Delaware corporation, and, in 1985, the operations of The Kimco Corporation were merged into the Company. The Company
completed its initial public stock offering (the "IPO") in November 1991, and, commencing with its taxable year which began January 1,
2
1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the
"Code"). If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under
the Code, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least
the amount of its REIT taxable income, as defined under the Code. In 1994, the Company reorganized as a Maryland corporation. In
March 2006, the Company was added to the S & P 500 Index, an index containing the stock of 500 Large Cap companies, most of which
are U.S. corporations. The Company's common stock, Class H Depositary Shares, Class I Depositary Shares, Class J Depositary Shares
and Class K Depositary Shares are traded on the New York Stock Exchange (“NYSE”) under the trading symbols “KIM”, “KIMprH”,
“KIMprI”, “KIMprJ” and “KIMprK”, respectively.
The Company’s initial growth resulted primarily from ground-up development and the construction of shopping centers.
Subsequently, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and continued its
expansion across the nation. The Company implemented its investment real estate management format through the establishment of
various institutional joint venture programs, in which the Company has noncontrolling interests. The Company earns management fees,
acquisition fees, disposition fees and promoted interests based on value creation. The Company continued its geographic expansion with
investments in Canada, Mexico, Chile, Brazil and Peru. The Company’s revenues and equity in income from its foreign investments in U.S.
dollar equivalents and their respective local currencies are as follows (in millions):
2012
2011
2010
Revenues (consolidated in USD):
Mexico ....................................................................................................................................... $
Brazil ............................................................................................................................................ $
Peru ............................................................................................................................................. $
Chile ............................................................................................................................................ $
47.3
3.8
0.4
7.4
$
$
$
$
Revenues (consolidated):
Mexico (Mexican Pesos “MXN”) ...............................................................................
Brazil (Brazillian Real) .........................................................................................................
Peru (Peruvian Nuevo Sol) .............................................................................................
Chile (Chilean Pesos “CLP”) ..........................................................................................
Equity in income (unconsolidated joint ventures, including preferred equity
investments in USD):
Canada ....................................................................................................................................... $
Mexico ....................................................................................................................................... $
Chile ............................................................................................................................................ $
Equity in income (unconsolidated joint ventures, including preferred
equity investments in local currencies):
Canada (Canadian dollars) ..............................................................................................
Mexico (MXN) ......................................................................................................................
Chile (CLP) ..............................................................................................................................
46.3 $
3.8 $
0.4 $
0.3 $
570.2
6.3
1.1
144.7
626.5
7.2
1.1
3,648.0
45.4
15.0
0.4
$
$
$
21.3 $
11.9 $
0.9 $
44.4
152.8
194.2
19.7
123.5
411.2
35.4
3.3
0.4
0.1
455.8
5.9
1.0
62.8
26.5
12.0
0.1
27.3
99.0
32.0
The Company, through its taxable REIT subsidiaries (“TRS”), as permitted by the Tax Relief Extension Act of 1999, has been
engaged in various retail real estate related opportunities, including (i) ground-up development of neighborhood and community
shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate management and disposition services, which
primarily focused on leasing and disposition strategies for real estate property interests of both healthy and distressed retailers and (iii)
acting as an agent or principal in connection with tax-deferred exchange transactions. The Company may consider other investments
through its TRS should suitable opportunities arise.
In addition, the Company has capitalized on its established expertise in retail real estate by establishing other ventures in which the
Company owns a smaller equity interest and provides management, leasing and operational support for those properties. The Company
has also provided preferred equity capital in the past to real estate entrepreneurs and, from time to time, provides real estate capital and
management services to both healthy and distressed retailers. The Company has also made selective investments in secondary market
opportunities where a security or other investment is, in management’s judgment, priced below the value of the underlying assets,
however these investments are subject to volatility within the equity and debt markets.
Operating and Investment Strategy
The Company’s vision is to be the premier owner and operator of shopping centers with its core business operations focusing on
owning and operating neighborhood and community shopping centers through investments in North America. This vision has entailed a
shift away from non-retail assets that the Company currently holds. These investments include non-retail preferred equity investments,
marketable securities, mortgages on non-retail properties and several urban mixed-use properties. The Company has been actively selling
its non-retail assets and investments. As of December 31, 2012, these investments had a book value of $398.4 million, which represents
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less than 3.5% of the Company’s total assets, before depreciation. In addition, the Company has an active capital recycling program of
selling retail assets deemed non-strategic. The Company also has an institutional management business with domestic and foreign
institutional partners for the purpose of investing in neighborhood and community shopping centers.
The Company's investment objective is to increase cash flow, current income and, consequently, the value of its existing portfolio of
properties and to seek continued growth through (i) the retail re-tenanting, renovation and expansion of its existing centers and (ii) the
selective acquisition of established income-producing real estate properties and properties requiring significant re-tenanting and
redevelopment, primarily in neighborhood and community shopping centers in geographic regions in which the Company presently
operates. The Company may consider investments in other real estate sectors and in geographic markets where it does not presently
operate should suitable opportunities arise.
The Company's neighborhood and community shopping center properties are designed to attract local area customers and are
typically anchored by a discount department store, a supermarket or a drugstore tenant offering day-to-day necessities rather than high-
priced luxury items. The Company may either purchase or lease income-producing properties in the future and may also participate with
other entities in property ownership through partnerships, joint ventures or similar types of co-ownership. Equity investments may be
subject to existing mortgage financing and/or other indebtedness. Financing or other indebtedness may be incurred simultaneously or
subsequently in connection with such investments. Any such financing or indebtedness would have priority over the Company’s equity
interest in such property. The Company may make loans to joint ventures in which it may or may not participate.
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its
properties and a large tenant base. As of December 31, 2012, no single neighborhood and community shopping center accounted for
more than 1.7% of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from
properties in which the Company has less than a 100% economic interest, or more than 1.2% of the Company’s total shopping center
GLA. At December 31, 2012, the Company’s five largest tenants were The Home Depot, TJX Companies, Wal-Mart, Sears Holdings and
Bed Bath & Beyond, which represented 3.0%, 2.9%, 2.6%, 2.0% and 1.7%, respectively, of the Company’s annualized base rental
revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100%
economic interest.
As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners and
operators of neighborhood and community shopping centers, the Company has established close relationships with a large number of
major national and regional retailers and maintains a broad network of industry contacts. Management is associated with and/or actively
participates in many shopping center and REIT industry organizations. Notwithstanding these relationships, there are numerous regional
and local commercial developers, real estate companies, financial institutions and other investors who compete with the Company for
the acquisition of properties and other investment opportunities and in seeking tenants who will lease space in the Company’s properties.
Item 1A. Risk Factors
We are subject to certain business and legal risks including, but not limited to, the following:
Loss of our tax status as a real estate investment trust could have significant adverse consequences to us and the value of
our securities.
We have elected to be taxed as a REIT for federal income tax purposes under the Code. We believe that we have operated so as
to qualify as a REIT under the Code and that our current organization and method of operation comply with the rules and regulations
promulgated under the Code to enable us to continue to qualify as a REIT. However, there can be no assurance that we have qualified
or will continue to qualify as a REIT for federal income tax purposes.
Qualification as a REIT involves the application of highly technical and complex Code provisions, for which there are only limited
judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control
may affect our ability to qualify as a REIT. New legislation, regulations, administrative interpretations or court decisions could significantly
change the tax laws with respect to qualification as a REIT, the federal income tax consequences of such qualification or the desirability of
an investment in a REIT relative to other investments.
In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the composition of our
assets and a requirement that at least 95% of our gross income in any year be derived from qualifying sources, such as “rents from real
property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, excluding net
capital gains. Furthermore, we own a direct or indirect interest in certain subsidiary REITs which elected to be taxed as REITs for federal
income tax purposes under the Code. Provided that each subsidiary REIT qualifies as a REIT, our interest in such subsidiary REIT will be
treated as a qualifying real estate asset for purposes of the REIT asset tests. To qualify as a REIT, the subsidiary REIT must independently
satisfy all of the REIT qualification requirements. The failure of a subsidiary REIT to qualify as a REIT could have an adverse effect on our
ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT.
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If we lose our REIT status, we will face serious tax consequences that will substantially reduce the funds available to pay dividends to
stockholders for each of the years involved because:
we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be
subject to federal income tax at regular corporate rates;
we could be subject to the federal alternative minimum tax and possibly increased state and local taxes;
unless we were entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable
years following the year during which we were disqualified; and
we would not be required to make distributions to stockholders.
As a result of all these factors, our failure to qualify as a REIT could also impair our ability to expand our business or raise capital and
materially adversely affect the value of our securities.
To maintain our REIT status, we may be forced to borrow funds on a short-term basis during unfavorable market
conditions.
To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, excluding
capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our net taxable
income each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by
us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our
undistributed income from prior years. While we have historically satisfied these distribution requirements by making cash distributions to
our stockholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property, including, in limited
circumstances, its own stock. Assuming we continue to satisfy these distributions requirements with cash, we may need to borrow funds
to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These
borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income
tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments.
Adverse global market and economic conditions may impede our ability to generate sufficient income and maintain our
properties.
The economic performance and value of our properties is subject to all of the risks associated with owning and operating real estate,
including:
changes in the national, regional and local economic climate;
local conditions, including an oversupply of, or a reduction in demand for, space in properties like those that we own;
trends toward smaller store sizes as retailers reduce inventory and new prototypes;
increasing use by customers of e-commerce and online store sites;
the attractiveness of our properties to tenants;
the ability of tenants to pay rent, particularly anchor tenants with leases in multiple locations;
tenants who may declare bankruptcy and/or close stores;
competition from other available properties to attract and retain tenants;
changes in market rental rates;
the need to periodically pay for costs to repair, renovate and re-let space;
changes in operating costs, including costs for maintenance, insurance and real estate taxes;
the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market
factors and competition cause a reduction in income from the properties; and
changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes.
Competition may limit our ability to purchase new properties or generate sufficient income from tenants and may decrease
the occupancy and rental rates for our properties.
Our properties consist primarily of community and neighborhood shopping centers and other retail properties. Our performance
therefore, is generally linked to economic conditions in the market for retail space. In the future, the market for retail space could be
adversely affected by:
weakness in the national, regional and local economies;
the adverse financial condition of some large retailing companies;
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the impact of internet sales on the demand for retail space;
ongoing consolidation in the retail sector; and
the excess amount of retail space in a number of markets.
In addition, numerous commercial developers and real estate companies compete with us in seeking tenants for our existing
properties and properties for acquisition. New regional malls, open-air lifestyle centers, or other retail shopping centers with more
convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at or prior to renewal.
Retailers at our properties may face increasing competition from other retailers, e-commerce, outlet malls, discount shopping clubs,
catalog companies, direct mail, telemarketing or home shopping networks, all of which could (i) reduce rents payable to us; (ii) reduce
our ability to attract and retain tenants at our properties; or (iii) lead to increased vacancy rates at our properties. We may fail to
anticipate the effects of changes in consumer buying practices, particularly of growing online sales and the resulting retailing practices and
space needs of our tenants or a general downturn in our tenants’ businesses, which may cause tenants to close stores or default in
payment of rent.
Our performance depends on our ability to collect rent from tenants, our tenants’ financial condition and our tenants
maintaining leases for our properties.
At any time our tenants, particularly small local stores, may experience a downturn in their business that may significantly weaken
their financial condition. As a result, our tenants may delay a number of lease commencements, decline to extend or renew leases upon
expiration, fail to make rental payments when due, close stores or declare bankruptcy. Any of these actions could result in the
termination of tenants’ leases and the loss of rental income attributable to these tenants’ leases. In the event of a default by a tenant, we
may experience delays and costs in enforcing our rights as landlord under the terms of the leases.
In addition, multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a shopping center
could result in lease terminations or significant reductions in rent by other tenants in the same shopping centers under the terms of some
leases. In that event, we may be unable to re-lease the vacated space at attractive rents or at all, and our rental payments from our
continuing tenants could significantly decrease. The occurrence of any of the situations described above, particularly if it involves a
substantial tenant with leases in multiple locations, could have a material adverse effect on our financial condition, results of operations
and cash flows.
A tenant that files for bankruptcy protection may not continue to pay us rent. A bankruptcy filing by, or relating to, one of our
tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from the tenant or the lease guarantor, or their
property, unless the bankruptcy court permits us to do so. A tenant or lease guarantor bankruptcy could delay our efforts to collect past
due balances under the relevant leases and could ultimately preclude collection of these sums. If a lease is rejected by a tenant in
bankruptcy, we would have only a general unsecured claim for damages. As a result, it is likely that we would recover substantially less
than the full value of any unsecured claims we hold, if at all.
We may be unable to sell our real estate property investments when appropriate or on terms favorable to us.
Real estate property investments are illiquid and generally cannot be disposed of quickly. In addition, the federal tax code restricts a
REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. Therefore, we may not be able to vary
our portfolio in response to economic or other conditions promptly or on terms favorable to us within a time frame that we would need.
We may acquire or develop properties or acquire other real estate related companies and this may create risks.
We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or
development is consistent with our business strategies. We may not succeed in consummating desired acquisitions or in completing
developments on time or within budget. When we do pursue a project or acquisition, we may not succeed in leasing newly developed
or acquired properties at rents sufficient to cover the costs of acquisition or development and operations. Difficulties in integrating
acquisitions may prove costly or time-consuming and could divert management’s attention from other activities. Acquisitions or
developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than
anticipated performance. We may also abandon acquisition or development opportunities that management has begun pursuing and
consequently fail to recover expenses already incurred and will have devoted management’s time to a matter not consummated.
Furthermore, our acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some of
which we may not be aware of at the time of the acquisition. In addition, development of our existing properties presents similar risks.
Newly acquired or re-developed properties may have characteristics or deficiencies currently unknown to us that affect their value
or revenue potential. It is also possible that the operating performance of these properties may decline under our management. As we
acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up and tenant
retention. In addition, our ability to manage our growth effectively will require us to successfully integrate our new acquisitions into our
existing management structure. We may not succeed with this integration or effectively manage additional properties, particularly in
secondary markets. Also, newly acquired properties may not perform as expected.
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We face competition in pursuing acquisition or development opportunities that could increase our costs.
We face competition in the acquisition, development, operation and sale of real property from others engaged in real estate
investment that could increase our costs associated with purchasing and maintaining assets. Some of these competitors may have greater
financial resources than we do. This could result in competition for the acquisition of properties for tenants who lease or consider leasing
space in our existing and subsequently acquired properties and for other real estate investment opportunities.
We do not have exclusive control over our joint venture and preferred equity investments, such that we are unable to
ensure that our objectives will be pursued.
We have invested in some properties as a co-venturer or partner, instead of owning directly. In these investments, we do not have
exclusive control over the development, financing, leasing, management and other aspects of these investments. As a result, the co-
venturer or partner might have interests or goals that are inconsistent with ours, take action contrary to our interests or otherwise
impede our objectives. These investments involve risks and uncertainties. The co-venturer or partner may fail to provide capital or fulfill
its obligations, which may result in certain liabilities to us for guarantees and other commitments, conflicts arising between us and our
partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business
arrangements. The co-venturer or partner also might become insolvent or bankrupt, which may result in significant losses to us.
Although our joint venture arrangements may allow us to share risks with our joint-venture partners, these arrangements may also
decrease our ability to manage risk. Joint ventures implicate additional risks, such as:
potentially inferior financial capacity, diverging business goals and strategies and the need for our venture partner’s continued
cooperation;
our inability to take actions with respect to the joint venture activities that we believe are favorable to us if our joint venture
partner does not agree;
our inability to control the legal entity that has title to the real estate associated with the joint venture;
our lenders may not be easily able to sell our joint venture assets and investments or may view them less favorably as collateral,
which could negatively affect our liquidity and capital resources;
our joint venture partners can take actions that we may not be able to anticipate or prevent, which could result in negative
impacts on our debt and equity; and
our joint venture partners’ business decisions or other actions or omissions may result in harm to our reputation or adversely
affect the value of our investments.
Our joint venture and preferred equity investments generally own real estate properties for which the economic performance and
value is subject to all the risks associated with owning and operating real estate as described above.
We intend to sell many of our non-retail and non-strategic assets over the next several years and may not be able to
recover our investments, which may result in significant losses to us.
There can be no assurance that we will be able to recover the current carrying amount of all of our non-retail and/or non-strategic
properties and investments and those of our unconsolidated joint ventures in the future. Our failure to do so would require us to
recognize impairment charges for the period in which we reached that conclusion, which could materially and adversely affect our
business, financial condition, operating results and cash flows.
We have significant international operations, which may be affected by economic, political and other risks associated with
international operations, and this could adversely affect our business.
The risks we face in international business operations include, but are not limited to:
currency risks, including currency fluctuations;
unexpected changes in legislative and regulatory requirements;
potential adverse tax burdens;
burdens of complying with different accounting and permitting standards, labor laws and a wide variety of foreign laws;
obstacles to the repatriation of earnings and cash;
regional, national and local political uncertainty;
economic slowdown and/or downturn in foreign markets;
difficulties in staffing and managing international operations;
difficulty in administering and enforcing corporate policies, which may be different than the normal business practices of local
cultures; and
reduced protection for intellectual property in some countries.
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Each of these risks might impact our cash flow or impair our ability to borrow funds, which ultimately could adversely affect our
business, financial condition, operating results and cash flows.
In order to fully develop our international operations, we must overcome cultural and language barriers and assimilate different
business practices. In addition, we are required to create compensation programs, employment policies and other administrative
programs that comply with laws of multiple countries. We also must communicate and monitor standards and directives in our
international locations. Our failure to successfully manage our geographically diverse operations could impair our ability to react quickly to
changing business and market conditions and to enforce compliance with standards and procedures. Since a meaningful portion of our
revenues are generated internationally, we must devote substantial resources to managing our international operations.
Our future success will be influenced by our ability to anticipate and effectively manage these and other risks associated with our
international operations. Any of these factors could, however, materially adversely affect our international operations and, consequently,
our financial condition, results of operations and cash flows.
We cannot predict the impact of laws and regulations affecting our international operations nor the potential that we may
face regulatory sanctions.
Our international operations include properties in Canada, Mexico, Chile, Brazil and Peru and are subject to a variety of United
States and foreign laws and regulations, including the United States Foreign Corrupt Practices Act (“FCPA”). We have policies and
procedures designed to promote compliance with the FCPA and other anti-corruption laws, but we cannot assure you that we will
continue to be found to be operating in compliance with, or be able to detect violations of, any such laws or regulations. In addition, we
cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject, the
manner in which existing laws might be administered or interpreted, or the potential that we may face regulatory sanctions.
We cannot assure you that our employees will adhere to our Code of Conduct or any other of our policies, applicable anti-
corruption laws, including the FCPA, or other legal requirements. Failure to comply or violations of any applicable policies, anti-corruption
laws, or other legal requirements may subject us to legal, regulatory or other sanctions, including criminal and civil penalties and other
remedial measures. We have received a subpoena from the Enforcement Division of the SEC in connection with the SEC’s investigation,
In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the
FCPA. See “Item 3. Legal Proceedings,” below. The U.S. Department of Justice and the SEC have a broad range of civil and criminal
sanctions under the FCPA and other laws and regulations, which they may seek to impose against corporations and individuals in
appropriate circumstances including, but not limited to, injunctive relief, disgorgement, fines, penalties and modifications to business
practices and compliance programs. Any of these remedial measures, if applicable to us, could have a material adverse impact on our
business, results of operations, financial condition and liquidity.
We face risks relating to cybersecurity attacks, loss of confidential information and other business disruptions.
Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our
confidential data and other electronic security breaches. Such cyber attacks can range from individual attempts to gain unauthorized
access to our information technology systems to more sophisticated security threats. While we employ a number of measures to
prevent, detect and mitigate these threats including password protection, backup servers and annual penetration testing, there is no
guarantee such efforts will be successful in preventing a cyber attack. Cybersecurity incidents could compromise the confidential
information of our tenants, employees and third party vendors and disrupt and effect the efficiency of our business operations.
We may be unable to obtain financing through the debt and equities market, which would have a material adverse effect on
our growth strategy, our results of operations and our financial condition.
We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or
that we will be able to obtain financing on terms favorable to us. The inability to obtain financing on a timely basis could have negative
effects on our business, such as:
we could have great difficulty acquiring or developing properties, which would materially adversely affect our business strategy;
our liquidity could be adversely affected;
we may be unable to repay or refinance our indebtedness;
we may need to make higher interest and principal payments or sell some of our assets on terms unfavorable to us to fund our
indebtedness; or
we may need to issue additional capital stock, which could further dilute the ownership of our existing shareholders.
Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on terms favorable to us,
if at all, and could significantly reduce the market price of our publicly traded securities.
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We are subject to financial covenants that may restrict our operating and acquisition activities.
Our revolving credit facility and the indentures under which our senior unsecured debt is issued contain certain financial and
operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur debt, make dividend
payments, sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These covenants may
restrict our ability to pursue certain business initiatives or certain acquisition transactions that might otherwise be advantageous. In
addition, failure to meet any of the financial covenants could cause an event of default under our revolving credit facility and the
indentures and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us.
Changes in market conditions could adversely affect the market price of our publicly traded securities.
As with other publicly traded securities, the market price of our publicly traded securities depends on various market conditions,
which may change from time-to-time. Among the market conditions that may affect the market price of our publicly traded securities are
the following:
the extent of institutional investor interest in us;
the reputation of REITs generally and the reputation of REITs with portfolios similar to ours;
the attractiveness of the securities of REITs in comparison to securities issued by other entities, including securities issued by
other real estate companies;
our financial condition and performance;
the market’s perception of our growth potential and potential future cash dividends;
an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the
price paid for our shares; and
general economic and financial market conditions.
We may change the dividend policy for our common stock in the future.
The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any
such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, operating cash flows,
liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness including preferred
stock, the annual distribution requirements under the REIT provisions of the Code, state law and such other factors as our Board of
Directors deems relevant or are requirements under the Code or state or federal laws. Any change in our dividend policy could have a
material adverse effect on the market price of our common stock.
We may not be able to recover our investments in marketable securities or mortgage receivables, which may result in
significant losses to us.
Our investments in marketable securities are subject to specific risks relating to the particular issuer of the securities, including the
financial condition and business outlook of the issuer, which may result in significant losses to us. Marketable securities are generally
unsecured and may also be subordinated to other obligations of the issuer. As a result, investments in marketable securities are subject to
risks of:
limited liquidity in the secondary trading market;
substantial market price volatility, resulting from changes in prevailing interest rates;
subordination to the prior claims of banks and other senior lenders to the issuer;
the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations; and
the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic
downturn.
These risks may adversely affect the value of outstanding marketable securities and the ability of the issuers to make distribution
payments.
In the event of a default by a borrower, it may be necessary for us to foreclose our mortgage or engage in costly negotiations.
Delays in liquidating defaulted mortgage loans and repossessing and selling the underlying properties could reduce our investment
returns. Furthermore, in the event of default, the actual value of the property securing the mortgage may decrease. A decline in real
estate values will adversely affect the value of our loans and the value of the mortgages securing our loans.
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Our mortgage receivables may be or become subordinated to mechanics' or materialmen's liens or property tax liens. In these
instances we may need to protect a particular investment by making payments to maintain the current status of a prior lien or discharge
it entirely. In these cases, the total amount we recover may be less than our total investment, resulting in a loss. In the event of a major
loan default or several loan defaults resulting in losses, our investments in mortgage receivables would be materially and adversely
affected.
We may be subject to liability under environmental laws, ordinances and regulations.
Under various federal, state, and local laws, ordinances and regulations, we may be considered an owner or operator of real
property and may be responsible for paying for the disposal or treatment of hazardous or toxic substances released on or in our
property, as well as certain other potential costs relating to hazardous or toxic substances (including governmental fines and injuries to
persons and property). This liability may be imposed whether or not we knew about, or were responsible for, the presence of hazardous
or toxic substances.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
Real Estate Portfolio. As of December 31, 2012, the Company had interests in 896 shopping center properties (the “Combined
Shopping Center Portfolio”) aggregating 131.3 million square feet of gross leasable area (“GLA”) and 829 other property interests,
primarily through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling 26.6
million square feet of GLA, for a grand total of 1,725 properties aggregating 157.9 million square feet of GLA, located in 44 states, Puerto
Rico, Canada, Mexico and South America. The Company’s portfolio includes noncontrolling interests. Neighborhood and community
shopping centers comprise the primary focus of the Company's current portfolio. As of December 31, 2012, the Company’s Combined
Shopping Center Portfolio was 94.0% leased.
The Company's neighborhood and community shopping center properties, which are generally owned and operated through
subsidiaries or joint ventures, had an average size of 138,518 square feet as of December 31, 2012. The Company generally retains its
shopping centers for long-term investment and consequently pursues a program of regular physical maintenance together with major
renovations and refurbishing to preserve and increase the value of its properties. This includes renovating existing facades, installing
uniform signage, resurfacing parking lots and enhancing parking lot lighting. During 2012, the Company capitalized $7.8 million in
connection with these property improvements and expensed to operations $25.4 million.
The Company's management believes its experience in the real estate industry and its relationships with numerous national and
regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners. The
Company's neighborhood and community shopping centers are usually "anchored" by a national or regional discount department store,
supermarket or drugstore. As one of the original participants in the growth of the shopping center industry and one of the nation's
largest owners and operators of shopping centers, the Company has established close relationships with a large number of major national
and regional retailers. Some of the major national and regional companies that are tenants in the Company's shopping center properties
include The Home Depot, TJX Companies, Wal-Mart, Sears Holdings, Bed Bath & Beyond, Royal Ahold, Kohl’s, Best Buy, Petsmart and
Costco.
A substantial portion of the Company's income consists of rent received under long-term leases. Most of the leases provide for the
payment of fixed-base rentals monthly in advance and for the payment by tenants of an allocable share of the real estate taxes, insurance,
utilities and common area maintenance expenses incurred in operating the shopping centers. Although many of the leases require the
Company to make roof and structural repairs as needed, a number of tenant leases place that responsibility on the tenant, and the
Company's standard small store lease provides for roof repairs to be reimbursed by the tenant as part of common area maintenance.
The Company's management places a strong emphasis on sound construction and safety at its properties.
Minimum base rental revenues and operating expense reimbursements accounted for 97% and other revenues, including percentage
rents, accounted for 3% of the Company's total revenues from rental property for the year ended December 31, 2012. The Company's
management believes that the base rent per leased square foot for many of the Company's existing leases is generally lower than the
prevailing market-rate base rents in the geographic regions where the Company operates, reflecting the potential for future growth.
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Approximately 15.4% of the Company's leases of consolidated properties also contain provisions requiring the payment of additional
rent calculated as a percentage of tenants’ gross sales above predetermined thresholds. Percentage rents accounted for less than 1% of
the Company's revenues from rental property for the year ended December 31, 2012. Additionally, a majority of the Company’s leases
have provisions requiring contractual rent increases. The Company’s leases may also include escalation clauses, which provide for
increases based upon changes in the consumer price index or similar inflation indices.
As of December 31, 2012, the Company’s consolidated operating portfolio was 93.4% leased and was comprised of 58.9 million
square feet of GLA, of which 55.1 million related to properties held in the U.S. and 3.8 million related to properties located in Latin
America. For the period January 1, 2012 to December 31, 2012, the Company increased the average base rent per leased square foot,
which includes the impact of tenant concessions, in its U.S. consolidated portfolio of neighborhood and community shopping centers
from $11.48 to $12.18, an increase of $0.70. This increase primarily consists of (i) a $0.16 increase relating to acquisitions, as well as
development properties placed into service, (ii) a $0.24 increase relating to new leases signed net of leases vacated and rent step-ups
within the portfolio and (iii) a $0.30 increase relating to dispositions or the transfer of properties to various joint venture entities. For the
period January 1, 2012 to December 31, 2012, the Company’s average base rent per leased square foot in its Mexican consolidated
portfolio of neighborhood and community shopping centers decreased from $9.66 to $9.22, a decrease of $0.44. This decrease is
primarily due to higher vacancy levels at certain development sites placed into service, which were included in occupancy in 2012, and
new leases signed net of leases vacated and renewals within the portfolio.
The Company has a total of 5,027 leases in the U.S. consolidated operating portfolio, of which 682 leases, comprising 3.7 million
square feet of GLA, are scheduled to expire within the next 12 months, assuming available extension options are not exercised. These
expiring leases have an average base rent per square foot of $13.99. The average rent per square foot on new U.S. leases signed during
2012 was $16.41. The Company will seek to obtain rents that are higher than these expiring leases, however, there are many variables
and uncertainties which can significantly affect the leasing market at any time; as such, the Company cannot guarantee that future leases
will continue to be signed for rents that are equal to or higher than current amounts.
Ground-Leased Properties. The Company has interests in 47 consolidated shopping center properties and interests in 20 shopping
center properties in unconsolidated joint ventures that are subject to long-term ground leases where a third party owns and has leased
the underlying land to the Company (or an affiliated joint venture) to construct and/or operate a shopping center. The Company or the
joint venture pays rent for the use of the land and generally is responsible for all costs and expenses associated with the building and
improvements. At the end of these long-term leases, unless extended, the land together with all improvements revert to the landowner.
More specific information with respect to each of the Company's property interests is set forth in Exhibit 99.1, which is incorporated
herein by reference.
Item 3. Legal Proceedings
The Company is not presently involved in any litigation nor, to its knowledge, is any litigation threatened against the Company or its
subsidiaries that, in management's opinion, would result in any material adverse effect on the Company's ownership, management or
operation of its properties taken as a whole, or which is not covered by the Company's liability insurance.
On January 28, 2013, the Company received a subpoena from the Enforcement Division of the SEC in connection with an
investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible
violations of the Foreign Corrupt Practices Act. The Company is responding to the subpoena and intends to cooperate fully with the
SEC in this matter. The Company has also been notified that the U.S. Department of Justice (“DOJ”) is conducting a parallel investigation,
and the Company expects that it will cooperate with the DOJ investigation. At this point, we are unable to predict the duration, scope or
result of the SEC or DOJ investigation.
Item 4. Mine Safety Disclosures
Not applicable
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information There were no common stock offerings completed by the Company during the three-year period ended
December 31, 2012.
11
The table below sets forth, for the quarterly periods indicated, the high and low sales prices per share reported on the NYSE
Composite Tape and declared dividends per share for the Company’s common stock. The Company’s common stock is traded on the
NYSE under the trading symbol "KIM".
Period
High
Low
Dividends
Stock Price
2011:
First Quarter ........................................................................................... $
Second Quarter .................................................................................... $
Third Quarter ......................................................................................... $
Fourth Quarter ...................................................................................... $
2012:
First Quarter ........................................................................................... $
Second Quarter .................................................................................... $
Third Quarter ......................................................................................... $
Fourth Quarter ...................................................................................... $
19.50 $
19.80 $
20.31 $
17.93 $
19.90 $
19.96 $
21.16 $
20.95 $
16.98 $
17.01 $
14.54 $
13.55 $
16.21 $
17.16 $
18.62 $
18.11 $
0.18
0.18
0.18
0.19(a)
0.19
0.19
0.19
0.21(b)
(a) Paid on January 17, 2012, to stockholders of record on January 4, 2012.
(b) Paid on January 15, 2013, to stockholders of record on January 2, 2013.
Holders The number of holders of record of the Company's common stock, par value $0.01 per share, was 2,815 as of January 31,
2013.
Dividends Since the IPO, the Company has paid regular quarterly cash dividends to its stockholders. While the Company intends to
continue paying regular quarterly cash dividends, future dividend declarations will be paid at the discretion of the Board of Directors and
will depend on the actual cash flows of the Company, its financial condition, capital requirements, the annual distribution requirements
under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The Company’s Board of
Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor sources of capital and evaluate the
impact of the economy on operating fundamentals. The Company is required by the Code to distribute at least 90% of its REIT taxable
income. The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from
rental properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their
obligations to the Company, the ability to refinance near-term debt maturities and any unanticipated capital expenditures.
The Company has determined that the $0.76 dividend per common share paid during 2012 represented 72% ordinary income, a
23% return of capital and 5% capital gain to its stockholders. The $0.72 dividend per common share paid during 2011 represented 71%
ordinary income and a 29% return of capital to its stockholders.
In addition to its common stock offerings, the Company has capitalized the growth in its business through the issuance of unsecured
fixed and floating-rate medium-term notes, underwritten bonds, mortgage debt and construction loans, convertible preferred stock and
perpetual preferred stock. Borrowings under the Company's revolving credit facility have also been an interim source of funds to both
finance the purchase of properties and other investments and meet any short-term working capital requirements. The various
instruments governing the Company's issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose
certain restrictions on the Company with regard to dividends, voting, liquidation and other preferential rights available to the holders of
such instruments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Footnotes 13, 14
and 17 of the Notes to Consolidated Financial Statements included in this Form 10-K.
The Company does not believe that the preferential rights available to the holders of its Class H Preferred Stock, Class I Preferred
Stock, Class J Preferred Stock and Class K Preferred Stock, the financial covenants contained in its public bond indentures, as amended, or
its revolving credit agreements will have an adverse impact on the Company's ability to pay dividends in the normal course to its
common stockholders or to distribute amounts necessary to maintain its qualification as a REIT.
The Company maintains a dividend reinvestment and direct stock purchase plan (the "Plan") pursuant to which common and
preferred stockholders and other interested investors may elect to automatically reinvest their dividends to purchase shares of the
Company’s common stock or, through optional cash payments, purchase shares of the Company’s common stock. The Company may,
from time-to-time, either (i) purchase shares of its common stock in the open market or (ii) issue new shares of its common stock for
the purpose of fulfilling its obligations under the Plan.
Issuer Purchases of Equity Securities During the year ended December 31, 2012, the Company repurchased 1,635,823 shares in
open-market transactions to offset new issuances of common shares in connection with the exercise of stock options. The Company
expended $30.9 million to repurchase these shares, of which $22.6 million was provided to the Company from stock options exercised.
12
Period
January 1, 2012 –-January 31, 2012 .................................
February 1, 2012 – February 29, 2012 ..........................
March 1, 2012 – March 31, 2012 .....................................
April 1, 2012 – April 30, 2012 ...........................................
May 1, 2012 - May 31, 2012 ...............................................
June 1, 2012 - June 30, 2012 ...............................................
July 1, 2012 - July 31, 2012 ...................................................
August 1, 2012 - August 31, 2012 ...................................
September 1, 2012 - December 31, 2012 ..................
Total ..................................................................................................
Total
Number of
Shares
Purchased
Average
Price
Paid per
Share ($)
20,233
358,908
1,005,934
41,138
61,211
48,327
-
100,072
-
1,635,823
18.20
18.56
18.91
19.23
19.20
18.44
-
19.84
-
18.92
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Approximate
Dollar Value of
Shares that
May Yet Be
Purchased Under
the
Plans or
Programs
(in millions)
-
-
-
-
-
-
-
-
-
- $
-
-
-
-
-
-
-
-
-
-
Total Stockholder Return Performance The following performance chart compares, over the five years ended December 31, 2012,
the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the S&P 500 Index and the
cumulative total return of the NAREIT Equity REIT Total Return Index (the "NAREIT Equity Index") prepared and published by the
National Association of Real Estate Investment Trusts ("NAREIT"). Equity real estate investment trusts are defined as those which derive
more than 75% of their income from equity investments in real estate assets. The NAREIT Equity Index includes all tax qualified equity
real estate investment trusts listed on the New York Stock Exchange, American Stock Exchange or the NASDAQ National Market
System. Stockholder return performance, presented quarterly for the five years ended December 31, 2012, is not necessarily indicative of
future results. All stockholder return performance assumes the reinvestment of dividends. The information in this paragraph and the
following performance chart are deemed to be furnished, not filed.
13
Item 6. Selected Financial Data
The following table sets forth selected, historical, consolidated financial data for the Company and should be read in conjunction with
the Consolidated Financial Statements of the Company and Notes thereto and Management’s Discussion and Analysis of Financial
Condition and Results of Operations included in this Form 10-K.
The Company believes that the book value of its real estate assets, which reflects the historical costs of such real estate assets less
accumulated depreciation, is not indicative of the current market value of its properties. Historical operating results are not necessarily
indicative of future operating performance.
2012
Year ended December 31, (2)
2010
(in thousands, except per share information)
2009
2011
Operating Data:
Revenues from rental property (1) ........................................... $
Interest expense (3) .......................................................................... $
Early extinguishment of debt charges....................................... $
Depreciation and amortization (3) ............................................ $
Gain on sale of development properties ............................... $
Total net gain on transfer or sale of operating
properties (3) ................................................................................. $
Benefit for income taxes (4) ......................................................... $
Provision for income taxes (5) .................................................... $
Impairment charges (6) .................................................................... $
Income from continuing operations (7) .................................. $
Income/(loss) per common share, from
continuing operations:
884,782
227,595
-
249,493
-
$
$
$
$
$
4,299 $
$
-
$
8,116
$
37,111
$
203,806
825,737
223,526
-
231,712
12,074
$
$
$
$
$
108 $
$
-
$
21,330
$
13,077
$
147,430
786,940 $
223,032 $
10,811 $
217,205 $
2,080 $
2,377 $
- $
3,208 $
32,661 $
109,004 $
703,348
205,490
-
209,055
5,751
$
$
$
$
$
3,867 $
$
16,400
$
-
135,688
$
(12,151) $
2008
679,966
209,189
-
187,762
36,565
1,782
9,550
-
147,529
194,237
Basic ............................................................................................ $
Diluted ...................................................................................... $
0.27
0.27
$
$
0.22
0.21
$
$
0.14 $
0.14 $
(0.17) $
(0.17) $
0.57
0.57
Weighted average number of shares of
common stock:
Basic .............................................................................................
Diluted .......................................................................................
Cash dividends declared per common share ....................... $
405,997
406,689
0.78
$
406,530
407,669
0.73
$
405,827
406,201
0.66 $
350,077
350,077
0.72
$
257,811
258,843
1.68
2012
2011
December 31,
2010
(in thousands)
2009
2008
Balance Sheet Data:
$
Real estate, before accumulated depreciation .................... $ 8,947,287
$
Total assets ............................................................................................. $ 9,740,807
$
Total debt ................................................................................................ $ 4,195,317
$
Total stockholders' equity .............................................................. $ 4,765,160
479,054
Cash flow provided by operations ............................................ $
$
(51,000) $
Cash flow (used for)/provided by investing activities ...... $
(399,061) $
Cash flow (used for)/provided by financing activities ...... $
$ 7,818,916
$ 8,592,760 $ 8,882,341
8,771,257
$ 9,397,147
$ 9,833,875 $ 10,183,079
9,628,762
$ 4,556,646
$ 4,058,987 $ 4,434,383
4,114,385
$ 3,983,698
$ 4,935,842 $ 4,852,973
4,686,386
567,599
403,582
448,613
$
$
(781,350)
(343,236) $
(20,760) $
262,429
(74,465) $
(440,125) $
479,935 $
37,904 $
(514,743) $
(1) Does not include (i) revenues from rental property relating to unconsolidated joint ventures, (ii) revenues relating to the investment
in retail store leases and (iii) revenues from properties included in discontinued operations.
(2) All years have been adjusted to reflect the impact of operating properties sold during the years ended December 31, 2012, 2011,
2010, 2009 and 2008 and properties classified as held for sale as of December 31, 2012, which are reflected in discontinued
operations in the Consolidated Statements of Income.
(3) Does not include amounts reflected in discontinued operations.
(4) Does not include amounts reflected in discontinued operations and extraordinary gain. Amounts include income taxes related to
gain on transfer/sale of operating properties.
(5) Does not include amounts reflected in discontinued operations. Amounts include income taxes related to gain on transfer/sale of
operating properties.
(6) Amounts exclude noncontrolling interests and amounts reflected in discontinued operations.
(7) Amounts include gain on transfer/sale of operating properties, net of tax and net income attributable to noncontrolling interests.
14
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in
this Form 10-K. Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in the
Consolidated Financial Statements, including trends which might appear, should not be taken as indicative of future operations.
Executive Summary
Kimco Realty Corporation is one of the nation’s largest publicly-traded owners and operators of neighborhood and community
shopping centers. As of December 31, 2012, the Company had interests in 896 shopping center properties (the “Combined Shopping
Center Portfolio”), aggregating 131.3 million square feet of gross leasable area (“GLA”) and 829 other property interests, primarily
through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling 26.6 million square
feet of GLA, for a grand total of 1,725 properties aggregating 157.9 million square feet of GLA, located in 44 states, Puerto Rico, Canada,
Mexico, Chile, Brazil and Peru.
The executive officers are engaged in the day-to-day management and operation of real estate exclusively with the Company, with
nearly all operating functions, including leasing, asset management, maintenance, construction, legal, finance and accounting, administered
by the Company.
The Company’s vision is to be the premier owner and operator of shopping centers with its core business operations focusing on
owning and operating neighborhood and community shopping centers through investments in North America. This vision has entailed a
shift away from non-retail assets that the Company currently holds. These investments include non-retail preferred equity investments,
marketable securities, mortgages on non-retail properties and several urban mixed-use properties. The Company has been actively selling
its non-retail assets and investments. As of December 31, 2012, these investments had a book value of $398.4 million, which represents
less than 3.5% of the Company’s total assets, before depreciation. In addition, the Company has an active capital recycling program of
selling retail assets deemed non-strategic. If the Company accepts sales prices for these non-retail and/or non-strategic assets that are less
than their net carrying values, the Company would be required to take impairment charges. In order to execute the Company’s vision,
the Company’s strategy is to continue to strengthen its balance sheet by pursuing deleveraging efforts over time, providing it the
necessary flexibility to invest opportunistically and selectively, primarily focusing on neighborhood and community shopping centers. In
addition, the Company has an institutional management business with domestic and foreign institutional partners for the purpose of
investing in neighborhood and community shopping centers.
The following highlights the Company’s significant transactions, events and results that occurred during the year ended December 31,
2012:
Portfolio Information:
Net income available to common shareholders increased by $63.0 million to $172.7 million for the year ended December 31,
2012, as compared to $109.7 million for the corresponding period in 2011.
Funds from operations (“FFO”) as adjusted increased from $1.20 for the year ended December 31, 2011 to $1.26 for the year
ended December 31, 2012 (see additional disclosure on FFO beginning on page 31).
Same Property net operating income (“NOI”) increased by $18.8 million or 2.3% for the year ended December 31, 2012, as
compared to the corresponding period in 2011; excluding the negative impact of foreign currency fluctuation, this increase
would have been $23.6 million or 2.9% (see additional disclosure on NOI beginning on page 32).
Occupancy rose from 93.3% at December 31, 2011 to 94.0% at December 31, 2012 in the Combined Shopping Center
Portfolio.
Occupancy rose from 93.1% at December 31, 2011 to 93.9% at December 31, 2012 for the U.S. combined shopping center
portfolio.
Recognized U.S. cash-basis leasing spreads of 9.8%; new leases increased 27.8% and renewals/options increased 4.5%.
Executed 2,678 leases, renewals and options totaling over 10.0 million square feet in the Combined Shopping Center Portfolio.
Acquisition Activity:
Acquired 24 shopping center properties, five outparcels and 69 net leased parcels comprising an aggregate 3.1 million square
feet of GLA, for an aggregate purchase price of $634.5 million including the assumption of $179.2 million of non-recourse
mortgage debt encumbering seven of the properties.
15
Disposition Activity:
During 2012, the Company monetized non-retail assets of $83.0 million and reduced its non-retail book values by $114.1
million to $398.4 million.
Included in the monetization above are the disposition of four properties and one land parcel, in separate transactions, for an
aggregate sales price of $40.3 million. These transactions resulted in an aggregate net gain of $4.8 million, before income taxes.
Also included in the monetization above is (i) the receipt of $24.8 million from payment of mortgage receivables, (ii) the
Company’s receipt of $14.6 million in distributions from two preferred equity investments and one joint venture investment and
(iii) $10.4 million in distributions from two cost method investments.
Additionally, during 2012, the Company disposed of 59 operating properties, four land parcels and four outparcels, in separate
transactions, for an aggregate sales price of $443.0 million. These transactions resulted in an aggregate gain of $91.5 million and
impairment charges of $22.5 million, before income taxes and noncontrolling interests.
Capital Activity (for additional details see Liquidity and Capital Resources below):
During 2012, the Company issued 16,000,000 depositary shares of 6.00% Class I Cumulative Redeemable Preferred Stock,
9,000,000 depositary shares of 5.50% Class J Cumulative Redeemable Preferred Stock and 7,000,000 depositary shares of
5.625% Class K Cumulative Redeemable Preferred Stock resulting in aggregate proceeds after expenses of $774.1 million to
the Company.
Additionally, during 2012, the Company redeemed all of its outstanding 18,400,000 depositary shares of the Company’s 7.75%
Class G Cumulative Redeemable Preferred Stock and all of its outstanding 7,000,000 depositary shares of the Company’s 6.65%
Class F Cumulative Redeemable Preferred Stock resulting in aggregate payments of $635.0 million.
Also during 2012, the Company (i) repaid the $17.0 million outstanding on its 5.98% medium-term notes, which matured in July
2012 and (ii) repaid the $198.9 million outstanding on its 6.00% senior unsecured note, which matured in November 2012.
The Company also obtained a new $400.0 million unsecured term loan with a consortium of banks, which accrues interest at
LIBOR plus 105 basis points. The term loan is scheduled to mature in April 2014, with three additional one-year options to
extend the maturity date, at the Company’s discretion, to April 17, 2017.
Impairments:
Real estate market conditions, including capitalization rates, discount rates and vacancies had continued to improve throughout
2012; however, declines in certain real estate markets continued to have a negative effect on transactional activity as it related
to dispositions of select real estate assets. This factor, in addition to the Company’s efforts to market certain assets and
management’s assessment as to the likelihood and timing of such potential transactions caused the Company to recognize
impairment charges of $59.6 million (including $22.5 million which is classified within discontinued operations), before income
tax benefit and noncontrolling interests. Potential future adverse market and economic conditions could cause the Company to
recognize additional impairments in the future (see Footnote 2 of the Notes to Consolidated Financial Statements included in
this annual report on Form 10-K).
In addition to the impairment charges above, various unconsolidated joint ventures in which the Company holds noncontrolling
interests recognized impairment charges relating to certain properties during 2012. The Company’s share of these charges was
$11.1 million, before income taxes (see Footnotes 2 and 8 of the Notes to Consolidated Financial Statements included in this
annual report on Form 10-K).
Critical Accounting Policies
The Consolidated Financial Statements of the Company include the accounts of the Company, its wholly-owned subsidiaries and all
entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary
of a variable interest entity in accordance with the consolidation guidance of the Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codification (“ASC”). The Company applies these provisions to each of its joint venture investments to determine
whether the cost, equity or consolidation method of accounting is appropriate. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires management to make estimates and assumptions in certain
circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and related notes. In preparing these
financial statements, management has made its best estimates and assumptions that affect the reported amounts of assets and liabilities.
These estimates are based on, but not limited to, historical results, industry standards and current economic conditions, giving due
consideration to materiality. The most significant assumptions and estimates relate to revenue recognition and the recoverability of trade
accounts receivable, depreciable lives, valuation of real estate and intangible assets and liabilities, valuation of joint venture investments
and other investments, realizability of deferred tax assets and uncertain tax positions. Application of these assumptions requires the
exercise of judgment as to future uncertainties, and, as a result, actual results could materially differ from these estimates.
16
The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate
properties, investments in joint ventures, marketable securities and other investments. The Company’s reported net earnings are directly
affected by management’s estimate of impairments and/or valuation allowances.
Revenue Recognition and Accounts Receivable
Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases. Certain of
these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recorded
once the required sales level is achieved. Operating expense reimbursements are recognized as earned. Rental income may also include
payments received in connection with lease termination agreements. In addition, leases typically provide for reimbursement to the
Company of common area maintenance, real estate taxes and other operating expenses.
The Company makes estimates of the uncollectability of its accounts receivable related to base rents, straight-line rent, expense
reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit-
worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in
bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. The
Company’s reported net earnings are directly affected by management’s estimate of the collectability of accounts receivable.
Real Estate
The Company’s investments in real estate properties are stated at cost, less accumulated depreciation and amortization.
Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve
and extend the life of the asset, are capitalized.
Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of
land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and
below-market leases, in-place leases and tenant relationships), assumed debt and redeemable units issued at the date of acquisition,
based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the estimated
fair value to the applicable assets and liabilities. Fair value is determined based on an exit price approach, which contemplates the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. If, up to one year from the acquisition date, information regarding fair value of the assets acquired and liabilities
assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective
basis. The Company expenses transaction costs associated with business combinations in the period incurred.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:
Buildings and building improvements
15 to 50 years
Fixtures, leasehold and tenant improvements
(including certain identified intangible assets)
Terms of leases or useful
lives, whichever is shorter
The Company is required to make subjective assessments as to the useful lives of its properties for purposes of determining the
amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on the
Company’s net earnings.
On a continuous basis, management assesses whether there are any indicators, including property operating performance and
general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities)
may be impaired. A property value is considered impaired only if management’s estimate of current and projected operating cash flows
(undiscounted and unleveraged) of the property over its remaining useful life is less than the net carrying value of the property. Such cash
flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand,
competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to reflect
the estimated fair value of the property.
When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates
the sales price of such asset net of selling costs. If, in management’s opinion, the net sales price of the asset is less than the net book value
of such asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.
17
Investments in Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Company
exercises significant influence, but does not control, these entities. These investments are recorded initially at cost and are subsequently
adjusted for cash contributions and distributions. Earnings for each investment are recognized in accordance with each respective
investment agreement and, where applicable, are based upon an allocation of the investment’s net assets at book value as if the
investment was hypothetically liquidated at the end of each reporting period.
The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other joint
venture partners in neighborhood and community shopping center properties, consistent with its core business. These joint ventures
typically obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to
losses to the amount of its equity investment, and, due to the lender’s exposure to losses, a lender typically will require a minimum level
of equity in order to mitigate its risk. The Company’s exposure to losses associated with its unconsolidated joint ventures is primarily
limited to its carrying value in these investments. The Company, on a limited selective basis, obtained unsecured financing for certain joint
ventures. These unsecured financings are guaranteed by the Company with guarantees from the joint venture partners for their
proportionate amounts of any guaranty payment the Company is obligated to make.
On a continuous basis, management assesses whether there are any indicators, including property operating performance and
general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An
investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the
investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be
measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.
The Company’s estimated fair values are based upon a discounted cash flow model for each specific property that includes all
estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization
rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a
reasonable range of current market rates for each respective property.
Realizability of Deferred Tax Assets and Uncertain Tax Positions
The Company is subject to federal, state and local income taxes on the income from its activities relating to its TRS activities and
subject to local taxes on certain non-U.S. investments. The Company accounts for income taxes using the asset and liability method,
which requires that deferred tax assets and liabilities be recognized based on future tax consequences of temporary differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply in the years in which temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes
are enacted.
A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the evidence available, it
is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. The
valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.
The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that
evidence, a valuation allowance is needed. Information about an enterprise's current financial position and its results of operations for the
current and preceding years is supplemented by all currently available information about future years. The Company must use judgment
in considering the relative impact of negative and positive evidence.
The Company believes, when evaluating deferred tax assets within its taxable REIT subsidiaries, special consideration should be given
to the unique relationship between the Company as a REIT and its taxable REIT subsidiaries. This relationship exists primarily to protect
the REIT’s qualification under the Code by permitting, within certain limits, the REIT to engage in certain business activities in which the
REIT cannot directly participate. As such, the REIT controls which and when investments are held in, or distributed or sold from, its
taxable REIT subsidiaries. This relationship distinguishes a REIT and taxable REIT subsidiary from an enterprise that operates as a single,
consolidated corporate taxpayer.
The Company primarily utilizes a twenty year projection of pre-tax book income and taxable income as positive evidence to
overcome any negative evidence. Although items of income and expense utilized in the projection are objectively verifiable there is also
significant judgment used in determining the duration and timing of events that would impact the projection. Based upon the Company’s
analysis of negative and positive evidence the Company will make a determination of the need for a valuation allowance against its
deferred tax assets. If future income projections do not occur as forecasted, the Company will reevaluate the need for a valuation
allowance. In addition, the Company can employ additional strategies to realize its deferred tax assets, including transferring a greater
portion of its property management business to the TRS, sale of certain built-in gain assets, and reducing intercompany debt.
18
The Company recognizes and measures benefits for uncertain tax positions, which requires significant judgment from management.
Although the Company believes it has adequately reserved for any uncertain tax positions, no assurance can be given that the final tax
outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as
the closing of a tax audit or the refinement of an estimate. Changes in the recognition or measurement of uncertain tax positions could
result in material increases or decreases in the Company’s income tax expense in the period in which a change is made, which could
have a material impact on operating results (see Footnote 22 of the Notes to Consolidated Financial Statements included in this Form
10-K).
Results of Operations
Comparison 2012 to 2011
2012
2011
(amounts in millions)
Increase/
(Decrease) % change
Revenues from rental property (1) .............................. $
Rental property expenses: (2)
Rent ............................................................................................... $
Real estate taxes .....................................................................
Operating and maintenance .............................................
$
Depreciation and amortization (3) ............................... $
884.8 $
825.7 $
59.1
7.2%
12.8 $
115.3
118.8
246.9 $
249.5 $
13.9 $
108.8
114.1
236.8 $
231.7 $
(1.1 )
6.5
4.7
10.1
17.8
(7.9)%
6.0%
4.1%
4.3%
7.7%
(1) Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during
2012 and 2011, providing incremental revenues for the year ended December 31, 2012 of $50.9 million, as compared to the
corresponding period in 2011, (ii) an increase in revenues relating to the Company’s Latin American portfolio of $8.0 and (iii) the
completion of certain development and redevelopment projects, tenant buyouts and overall growth in the current portfolio,
providing incremental revenues of $0.9 million, for the year ended December 31, 2012, as compared to the corresponding period in
2011, partially offset by (iv) a decrease in revenues of $0.7 million for the year ended December 31, 2012, as compared to the
corresponding period in 2011, primarily resulting from the partial sale of certain properties during 2012 and 2011.
(2) Rental property expenses include (i) rent expense relating to ground lease payments for which the Company is the lessee; (ii) real
estate tax expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating and
maintenance expense, which consists of property related costs including repairs and maintenance costs, roof repair, landscaping,
parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. Rental
property expenses increased for the year ended December 31, 2012, as compared to the corresponding period in 2011, primarily
due to (i) an increase in real estate taxes of $6.5 million, primarily due to acquisitions of properties during 2012 and 2011, (ii) an
increase in repairs and maintenance costs of $5.5 million, primarily due to acquisitions of properties during 2012 and 2011 (iii) an
increase in insurance premiums and claims of $1.7 million and (iv) an increase in utilities of $1.8 million, partially offset by (v) a
decrease in snow removal costs of $5.2 million and (vi) a decrease in rent expense of $1.1 million.
(3) Depreciation and amortization increased for the year ended December 31, 2012, as compared to the corresponding period in 2011,
primarily due to (i) operating property acquisitions during 2012 and 2011, (ii) the placement of certain development properties into
service and (iii) tenant vacancies, partially offset by (iv) certain operating property dispositions during 2012 and 2011.
Management and other fee income increased $2.2 million to $37.5 million for the year ended December 31, 2012, as compared to
$35.3 million for the corresponding period in 2011. This increase is due to an increase in property management fees of $0.8 million,
primarily due to the acquisitions of properties within the Company’s joint venture portfolio during 2012 and 2011, and an increase in
transaction related fees of $1.4 million recognized during 2012, as compared to 2011.
General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and
payroll taxes), professional fees, office rent, travel expense, and other company-specific expenses. General and administrative expenses
increased $5.6 million to $124.5 million for the year ended December 31, 2012, as compared to $118.9 million for the corresponding
period in 2011. This increase is primarily a result of (i) an increase of $2.6 million in severance costs related to the departure of an
executive officer in January 2012, (ii) an increase in professional and consulting fees of $2.1 million, primarily due to increased
transactional activity, and (iii) an increase in other personnel related costs during 2012, as compared to the corresponding period in 2011.
19
During year ended December 31, 2012, the Company recognized impairment charges of $59.6 million ($22.5 million of which is
included in discontinued operations) before income tax benefit and noncontrolling interest. During the year ended December 31, 2011,
the Company recognized impairment charges of $32.8 million ($19.7 million of which is included in discontinued operations) before
income tax benefit and noncontrolling interest. These impairments were primarily calculated based on the usage of estimated sales prices
and comparable sales information as inputs. The Company determined that its valuation in these assets was classified within Level 3 of
the FASB’s fair value hierarchy. These impairment charges resulted from the Company’s efforts to market certain assets and
management’s assessment as to the likelihood and timing of such potential transactions.
Interest, dividends and other investment income decreased $14.4 million to $2.2 million for the year ended December 31, 2012, as
compared to $16.6 million for the corresponding period in 2011. This decrease is primarily due to (i) the Company’s sale of its
investment in Valad notes during 2011, resulting in a decrease in interest income of $6.2 million, (ii) a decrease in other investment
income of $6.4 million relating to the receipt of cash distributions during 2011 in excess of the Company’s carrying value of a cost
method investment, (iii) a reduction in interest income of $0.5 million due to repayments of notes in 2012 and 2011 and (iv) a decrease
in gains on sales of securities of $0.5 million.
Other expense, net increased $3.3 million to $8.0 million for the year ended December 31, 2012, as compared to $4.7 million for
the corresponding period in 2011. This change is primarily due to (i) an increase in acquisition related costs of $3.1 million relating to an
increase in transactional activity, (ii) a decrease in gains on foreign currency of $2.4 million relating to changes in foreign currency
exchange rates, partially offset by (iii) an increase of $2.5 million in gains on land sales during 2012, as compared to the corresponding
period in 2011.
Interest expense increased $4.1 million to $227.6 million for the year ended December 31, 2012, as compared to $223.5 million for
the corresponding period in 2011. This increase is primarily related to a decrease in capitalization of interest due to the placement of
certain development and redevelopment properties into service during 2012, as compared to the corresponding period in 2011.
During 2011, the Company sold a merchant building property to an unconsolidated joint venture in which the Company has a
noncontrolling interest for a sales price of $37.6 million resulting in a pretax gain of $12.1 million after a deferral of $2.1 million due to
the Company’s continued involvement in the property.
Provision for income taxes, net decreased by $17.4 million to $3.9 million for the year ended December 31, 2012, as compared to
$21.3 million for the corresponding period in 2011. This decrease is primarily due to (i) an increase in income tax benefit of $10.2 million
related to impairments taken during the year ended December 31, 2012, as compared to the corresponding period in 2011, (ii) a
decrease in the income tax provision expense of $5.7 million in connection with a gain on sale of a development property during 2011,
(iii) a decrease in tax provision of $2.8 million resulting from the receipt of a cash distribution during 2011 in excess of the Company’s
carrying value of a cost method investment and (iv) a decrease in tax provision of $2.7 million resulting from a decrease in equity in
income recognized in connection with the Albertson’s investment during 2012, as compared to 2011, partially offset by (v) an increase in
foreign withholding taxes of $5.4 million primarily resulting from an unrealized foreign exchange gains recognized for Mexican tax
purposes on U.S. denominated mortgage debt within the Company’s Latin American property portfolio.
Equity in income of joint ventures, net increased $49.4 million to $112.9 million for the year ended December 31, 2012, as
compared to $63.5 million for the corresponding period in 2011. This increase is primarily the result of (i) an increase in gains on sale and
promote income recognized of $12.6 million, (ii) the recognition of $7.5 million in income on the sale of certain air rights at a property
within one of the Company’s joint venture investments in Canada, (iii) an increase in equity in income of $5.9 million from the
Company’s InTown Suites investment primarily resulting from increased operating profitability, (iv) the recognition of $2.1 million in
income resulting from cash distributions received in excess of the Company’s carrying value of its investment in an unconsolidated joint
venture, (v) a decrease in impairment charges of $3.2 million resulting from fewer impairment charges recognized against certain joint
venture properties during the year ended December 31, 2012, as compared to the corresponding period in 2011, (vi) a decrease in
equity in loss of $4.0 million resulting from the disposition of a portfolio of properties during 2011, (vii) an increase in equity in income of
$6.0 million from the Company’s joint venture investments in Canada (viii) an increase in equity in income of $3.7 million from the
Company’s joint venture investments in Mexico and (ix) incremental earnings due to increased profitability from properties within the
Company’s joint venture program.
During 2012, the Company acquired four properties from joint ventures in which the Company had noncontrolling interests. The
Company recorded an aggregate gain on change in control of interests of $15.6 million related to the fair value adjustment associated
with its original ownership. During 2011, the Company acquired one property from a joint venture in which the Company had a
noncontrolling interest. The Company recorded an aggregate gain on change in control of interests of $0.6 million related to the fair
value adjustment associated with its original ownership.
20
During 2012, the Company disposed of 62 operating properties and two outparcels, in separate transactions, for an aggregate sales
price of $418.9 million. These transactions resulted in an aggregate gain of $85.9 million and impairment charges of $22.5 million, before
income taxes, which is included in Discontinued operations in the Company’s Consolidated Statements of Income.
During 2011, the Company disposed of 27 operating properties, one development property and one outparcel, in separate
transactions, for an aggregate sales price of $124.9 million. These transactions resulted in an aggregate gain of $17.3 million and aggregate
impairment charges of $16.9 million, before income taxes, which is included in Discontinued operations in the Company’s Consolidated
Statements of Income.
During 2011, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for a
sales price of $6.1 million. As a result of this capital transaction, the Company received $1.4 million of profit participation, before
noncontrolling interest of $0.1 million. This profit participation has been recorded as Income from other real estate investments and is
reflected in Income from discontinued operating properties in the Company’s Consolidated Statements of Income.
During 2012, the Company sold a previously consolidated operating property to a newly formed unconsolidated joint venture in
which the Company has a 20% noncontrolling interest for a sales price of $55.5 million. This transaction resulted in a pre-tax gain of
$10.0 million, of which the Company deferred $2.0 million due to its continued involvement. This gain has been recorded as Gain on sale
of operating properties, net of tax in the Company’s Consolidated Statements of Income.
Net income attributable to the Company increased $97.0 million to $266.1 million for the year ended December 31, 2012, as
compared to $169.1 million for the corresponding period in 2011. On a diluted per share basis, net income attributable to the Company
was $0.42 for 2012, as compared to net income of $0.27 for 2011. These increases are primarily attributable to (i) additional incremental
earnings due to increased profitability from the Company’s operating properties and the acquisition of operating properties during 2012
and 2011, (ii) an increase in gains on disposition of operating properties and change in control of interests, (iii) an increase in equity in
income of joint ventures, net primarily due to gains on sales of operating properties sold within various joint venture portfolios during
2012 and (iv) a decrease in provision for income taxes, partially offset by (v) an increase in impairment charges recognized during the
year ended December 31, 2012, as compared to the corresponding period in 2011, (vi) a decrease in interest, dividends and other
investment income resulting primarily from the sale of certain marketable securities during 2011 and (vii) a decrease in gain on sale of
development properties recognized during 2012, as compared to 2011. The 2012 diluted per share results were decreased by a
reduction in net income available to common shareholders of $21.7 million resulting from the deduction of original issuance costs
associated with the redemption of the Company’s 6.65% Class F Cumulative Redeemable Preferred Stock and 7.75% Class G Cumulative
Redeemable Preferred Stock.
Comparison 2011 to 2010
Revenues from rental property (1) ............................... $
Rental property expenses: (2) ..........................................
Rent ................................................................................................ $
Real estate taxes ......................................................................
Operating and maintenance ..............................................
$
Depreciation and amortization (3) ................................ $
2011
2010
(amounts in millions)
Increase
% change
825.7 $
786.9 $
38.8
13.9 $
108.8
114.1
236.8 $
231.7 $
13.7 $
105.3
108.4
227.4 $
217.2 $
0.2
3.5
5.7
9.4
14.5
4.9%
1.5%
3.3%
5.3%
4.1%
6.7%
(1) Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during 2011 and 2010,
providing incremental revenues for the year ended December 31, 2011 of $35.7 million, as compared to the corresponding period in 2010 and (ii)
the completion of certain development and redevelopment projects, tenant buyouts and overall growth in the current portfolio, providing
incremental revenues of $4.2 million, for the year ended December 31, 2011, as compared to the corresponding period in 2010, which was
partially offset by (iii) a decrease in revenues of $1.1 million for the year ended December 31, 2011, as compared to the corresponding period in
2010, primarily resulting from the partial sale of certain properties during 2011 and 2010.
(2) Rental property expenses include (i) rent expense relating to ground lease payments for which the Company is the lessee; (ii) real estate tax
expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating and maintenance expense,
which consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities,
property insurance costs, security and various other property related expenses. Rental property expenses increased primarily due to (i) operating
property acquisitions during 2011 and 2010, and (ii) the placement of certain development properties into service, which resulted in lower
capitalization of carrying costs.
(3) Depreciation and amortization increased primarily due to (i) operating property acquisitions during 2011 and 2010, (ii) the placement of certain
development properties into service and (iii) tenant vacancies.
21
Management and other fee income decreased $4.6 million to $35.3 million for the year ended December 31, 2011, as compared to
$39.9 million for the corresponding period in 2010. This decrease is primarily due to a decrease in property management fees of $2.4
million recognized during 2011, as compared to 2010, primarily due to the disposition of properties during 2011 and 2010 and a
decrease in transaction related fees of $2.2 million recognized during 2011, as compared to 2010.
General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and
payroll taxes), professional fees, office rent, travel expense, and other company-specific expenses. General and administrative expenses
increased $9.9 million to $118.9 million for the year ended December 31, 2011, as compared to $109.0 million for the corresponding
period in 2010. This change is primarily a result of an increase in equity awards expense related to grants issued during 2011 and 2010
and an increase in other personnel related costs during 2011, as compared to the corresponding periods in 2010.
During 2011, the Company recognized aggregate impairment charges of $32.2 million ($19.7 million of which is included in
discontinued operations), before income taxes and noncontrolling interest, relating to adjustments to property carrying values,
investments in other real estate investments, investment in real estate joint ventures and other investments. The Company’s estimated
fair values relating to these impairment assessments were based upon their respective estimated sales prices. Based on these inputs, the
Company determined that its valuation in these investments was classified within Level 3 of the FASB fair value hierarchy. These
impairment charges resulted from the Company’s efforts to market certain assets and management’s assessment as to the likelihood and
timing of such potential transactions. Additionally, during 2011, the Company recorded impairment charges of $0.6 million due to the
decline in value of certain marketable securities that were deemed to be other-than-temporary.
During 2010, the Company recognized impairment charges of $34.5 million ($6.5 million of which is included in discontinued
operations), before income taxes and noncontrolling interest, relating to adjustments to property carrying values, real estate under
development, investments in other real estate investments and other investments. The Company’s estimated fair values relating to these
impairment assessments were based upon estimated sales prices and discounted cash flow models that included all estimated cash
inflows and outflows over a specified holding period. These cash flows are comprised of unobservable inputs which include contractual
rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization
rates and discount rates utilized in these models were based upon observable rates that the Company believes to be within a reasonable
range of current market rates for the respective properties. Based on these inputs, the Company determined that its valuation in these
investments was classified within Level 3 of the FASB fair value hierarchy. Additionally, during 2010, the Company recorded impairment
charges of $4.6 million due to the decline in value of certain marketable securities that were deemed to be other-than-temporary.
Mortgage financing income decreased $2.1 million to $7.3 million for the year ended December 31, 2011, as compared to $9.4
million for the corresponding period in 2010. This decrease is primarily due to a decrease in interest income resulting from the
repayment of certain mortgage receivables during 2011 and 2010.
Interest, dividends and other investment income decreased $4.6 million to $16.6 million for the year ended December 31, 2011, as
compared to $21.2 million for the corresponding period in 2010. This decrease is primarily due to the sale of Valad notes resulting in a
decrease in interest income of $13.5 million, partially offset by (i) an increase in bank interest income of $1.1 million during 2011, as
compared to the corresponding period in 2010, primarily resulting from the change in cash balances during 2011 and (ii) an income
distribution of $7.4 million from a cost method investment during 2011.
During the year ended December 31, 2010, the Company incurred early extinguishment of debt charges aggregating $10.8 million in
connection with the optional make-whole provisions of notes that were repaid prior to maturity and prepayment penalties on five
mortgages that the Company paid prior to their maturity.
During 2011, the Company sold a merchant building property to an unconsolidated joint venture in which the Company has a
noncontrolling interest for a sales price of $37.6 million resulting in a pretax gain of $12.1 million after a deferral of $2.1 million due to
the Company’s continued involvement in the property.
During 2010, the Company disposed of a land parcel for a sales price of $0.8 million resulting in a gain of $0.4 million. Additionally,
the Company recognized $1.7 million in income on previously sold development properties during the year ended December 31, 2010.
Provision for income taxes, net increased by $18.1 million to $21.3 million for the year ended December 31, 2011, as compared to
$3.2 million for the corresponding period in 2010. This change is primarily due to (i) a decrease in income tax benefit of $10.3 million
related to fewer impairments taken during the year ended December 31, 2011, as compared to the corresponding period in 2010, (ii) an
increase in the income tax provision expense of $4.8 million in connection with gains on sale of development properties during 2011, as
compared to 2010, (iii) a decrease in tax benefit of $4.9 million as a result of reduced interest expense for the Company’s taxable REIT
subsidiaries, (iv) a tax provision of $2.7 million resulting from the receipt of a cash distribution in excess of the Company’s carrying value
of a cost method investment during 2011 and (v) a tax provision of $1.4 million resulting from incremental earnings due to increased
profitability from properties within the Company’s taxable REIT subsidiaries, partially offset by (vi) a decrease in foreign taxes of $6.8
million primarily resulting from an unrealized foreign exchange loss recognized for Mexican tax purposes on U.S. denominated mortgage
debt within the Company’s Latin American property portfolio.
22
Equity in income of joint ventures, net increased $28.9 million to $63.5 million for the year ended December 31, 2011, as compared
to $34.6 million for the corresponding period in 2010. This increase is primarily the result of (i) a decrease in impairment charges of
$10.0 million resulting from fewer impairment charges recognized against certain joint venture properties during the year ended
December 31, 2011, as compared to the corresponding period in 2010, (ii) an increase in equity in income of $4.2 million from the
Company’s InTown Suites investment primarily resulting from increased operating profitability, (iii) an increase in equity in income of $2.3
million from the Company’s joint venture investments in Canada primarily resulting from the Company increasing its noncontrolling
ownership interest in certain Canadian portfolios, (iv) an increase in equity in income of $2.1 million from the Company’s joint venture
investments in Latin America primarily resulting from lease-up activities at properties that were placed into service, (v) a decrease of $7.2
million in equity in loss from a joint venture in which the Company no longer has an equity basis and is therefore no longer required to
record equity losses, (vi) an increase in gains on sales of $4.4 million for 2011, as compared to 2010 and (vii) incremental earnings due to
increased profitability from properties within the Company’s joint venture program, partially offset by (viii) the recognition of $8.0 million
in income resulting from cash distributions received in excess of the Company’s carrying value of its investment in an unconsolidated
limited liability partnership during the year ended December 31, 2010.
Equity in income from other real estate investments, net decreased $9.0 million to $51.8 million for the year ended December 31,
2011, as compared to $60.8 million for the corresponding period in 2010. This decrease is primarily due to a decrease of $7.2 million in
equity in income from the Albertson’s joint venture resulting from lower cash distributions received in excess of the Company’s
investment during 2011, as compared to the corresponding period during 2010 and a decrease of $2.7 million in equity in earnings
including profit participation earned from the Company’s Preferred Equity Program during 2011, as compared to the corresponding
period in 2010.
During 2011, the Company disposed of 27 operating properties, one development property and one outparcel, in separate
transactions, for an aggregate sales price of $124.9 million. These transactions, which are included in Discontinued Operations, resulted in
an aggregate gain of $17.3 million and aggregate impairment charges of $16.9 million, before income taxes.
Additionally, during 2011, a consolidated joint venture in which the Company had a preferred equity investment disposed of a
property for a sales price of $6.1 million. As a result of this capital transaction, the Company received $1.4 million of profit participation,
before noncontrolling interest of $0.1 million. This profit participation has been recorded as Income from other real estate investments
and is reflected in Income from discontinued operating properties in the Company’s Consolidated Statements of Income.
During 2010, the Company (i) sold seven operating properties, which were previously consolidated, to two new joint ventures in
which the Company holds noncontrolling equity interests for an aggregate sales price of $438.1 million including the assignment of
$159.9 million of non-recourse mortgage debt encumbering three of the properties and (ii) disposed of, in separate transactions, seven
operating properties for an aggregate sales price of $100.5 million including the assignment of $81.0 million of non-recourse mortgage
debt encumbering one of the properties. These transactions resulted in aggregate gains of $4.4 million and aggregate losses/impairments
of $5.0 million.
Additionally, during 2010, the Company disposed of (i) three properties, in separate transactions, for an aggregate sales price of
$23.8 million and (ii) five properties from a consolidated joint venture in which the Company had a preferred equity investment for a
sales price of $40.8 million. These transactions resulted in an aggregate profit participation of $20.8 million, before income tax of $1.0
million and noncontrolling interest of $4.9 million. This profit participation has been recorded as Income from other real estate
investments and is reflected in Income from discontinued operating properties, net of tax in the Company’s Consolidated Statements of
Income.
Net income attributable to the Company increased $26.2 million to $169.1 million for the year ended December 31, 2011, as
compared to $142.9 million for the corresponding period in 2010. On a diluted per share basis, net income attributable to the Company
was $0.27 for 2011, as compared to net income of $0.22 for 2010. These increases are primarily attributable to (i) additional incremental
earnings due to increased profitability from the Company’s operating properties and the acquisition of operating properties during 2011
and 2010, (ii) an increase in gain on sale of development properties recognized during 2011, as compared to 2010, (iii) increased equity
in income of joint ventures, net primarily due to incremental earnings from increased profitability within the joint venture portfolios and
fewer impairment charges recognized against certain joint venture properties during the year ended December 31, 2011, as compared to
the corresponding period in 2010 and (iv) early extinguishment of debt charges recognized during 2010, aggregating $10.8 million,
partially offset by (v) an increase in provision for income taxes.
Liquidity and Capital Resources
The Company’s capital resources include accessing the public debt and equity capital markets, mortgage and construction loan
financing and immediate access to an unsecured revolving credit facility with bank commitments of $1.75 billion.
23
The Company’s cash flow activities are summarized as follows (in millions):
Net cash flow provided by operating activities ........................................................ $
Net cash flow (used for)/provided by investing activities .................................. $
Net cash flow used for financing activities .................................................................. $
479.1 $
(51.0) $
(399.1) $
448.6 $
(20.8) $
(440.1) $
479.9
37.9
(514.7)
Year Ended December 31,
2011
2012
2010
Operating Activities
The Company anticipates that cash on hand, operating cash flows, borrowings under its revolving credit facility, issuance of equity
and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. Net cash flow
provided by operating activities for the year ended December 31, 2012, was primarily attributable to (i) cash flow from the diverse
portfolio of rental properties, (ii) the acquisition of operating properties during 2012 and 2011, (iii) new leasing, expansion and re-
tenanting of core portfolio properties and (iv) distributions from the Company’s joint venture programs.
Cash flow provided by operating activities for the year ended December 31, 2012, was $479.1 million, as compared to $448.6
million for the comparable period in 2011. The change of $30.5 million is primarily attributable to higher operational income, increased
distributions from joint ventures and other real estate investments and changes in accounts and notes receivable due to timing of
receipts.
Investing Activities
Cash flow used for investing activities for the year ended December 31, 2012, was $51.0 million, as compared to $20.8 million for
the comparable period in 2011. This change of $30.2 million resulted primarily from (i) an increase in acquisition of and improvements to
operating real estate of $209.2 million, (ii) a decrease in proceeds from the sale/repayments of marketable securities of $187.8 million,
(iii) an increase in investments and advances to real estate joint ventures of $48.2 million, (iv) a decrease in reimbursements of
investments and advances to other real estate investments and other investments of $43.7 million and (v) investment in mortgage loans
receivable of $16.0 million, partially offset by, (vi) an increase in proceeds from the sale of operating and development properties of
$269.4 million, (vii) an increase in reimbursements of investments and advances to real estate joint ventures of $124.3 million, (viii) an
increase in collections of mortgage receivables of $44.5 million and (ix) a decrease in acquisition of and improvements to real estate
under development of $35.4 million.
Acquisitions of and Improvements to Operating Real Estate
During the year ended December 31, 2012, the Company expended $552.5 million towards acquisition of and improvements to
operating real estate including $78.9 million (inclusive of $2.4 million in capitalized costs) expended in connection with redevelopments
and re-tenanting projects. (See Footnote 4 of the Notes to the Consolidated Financial Statements included in this Form 10-K.)
The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in
the marketplace. The Company anticipates its capital commitment toward these reformatting and re-tenanting efforts and other
redevelopment projects during 2013 will be approximately $90.0 million to $100.0 million. The funding of these capital requirements will
be provided by cash flow from operating activities and availability under the Company’s revolving line of credit.
Investments and Advances to Real Estate Joint Ventures
During the year ended December 31, 2012, the Company expended $219.9 million for investments and advances to real estate
joint ventures and received $187.9 million from reimbursements of investments and advances to real estate joint ventures, primarily due
to the refinance of debt and sales of properties. (See Footnote 8 of the Notes to the Consolidated Financial Statements included in this
Form 10-K.)
Acquisitions of and Improvements to Real Estate Under Development
The Company is engaged in ground-up development projects which will be held as long-term investments by the Company. The
ground-up development projects generally have significant pre-leasing prior to the commencement of construction. As of December 31,
2012, the Company had a total of three ground-up development projects, consisting of two projects located in the U.S. and one project
located in Peru.
24
The Company anticipates its capital commitment during 2013 toward these and other development projects will be approximately
$15.0 million to $25.0 million. The funding of these capital requirements will be provided by cash flow from operating activities and
availability under the Company’s revolving line of credit.
Dispositions and Transfers
During the year ended December 31, 2012, the Company received net proceeds of $449.5 million relating to the sale of various
operating properties. (See Footnotes 5 and 7 of the Notes to the Consolidated Financial Statements included in this Form 10-K.)
Financing Activities
Cash flow used for financing activities for the year ended December 31, 2012, was $399.1 million, as compared to $440.1 million for
the comparable period in 2011. This change of $41.0 million resulted primarily from (i) the redemption of the Company’s 6.65% Class F
Preferred Stock and 7.75% Class G Preferred Stock of $635.0 million, (ii) an increase in principal payments of $221.5 million, (iii) an
increase in the repayment of unsecured term loan/notes of $123.3 million, (iv) a decrease of $103.6 million in net borrowings under
unsecured revolving credit facility, (v) an increase in dividends paid of $29.0 million due to the issuance of the Company’s 6.00% Class I
Preferred Stock and 5.50% Class J Preferred Stock and (vi) an increase in repurchases of common stock of $24.9 million, partially offset
by (vii) an increase of $790.2 million from the issuance of stock, primarily relating to the issuance of the Company’s 6.00% Class I
Preferred Stock, 5.50% Class J Preferred Stock and 5.625% Class K Preferred Stock and (viii) an increase of $400.0 million in proceeds
from the unsecured term loan.
The Company continually evaluates its debt maturities, and, based on management’s current assessment, believes it has viable
financing and refinancing alternatives that will not materially adversely impact its expected financial results. The credit environment has
improved and the Company continues to pursue borrowing opportunities with large commercial U.S. and global banks, select life
insurance companies and certain regional and local banks. The Company has noticed a continuing trend that although pricing remains
dependent on specific deal terms, generally spreads for non-recourse mortgage financing are gradually compressing from levels a year
ago. The unsecured debt markets are functioning well and credit spreads are at manageable levels. The Company continues to assess
2013 and beyond to ensure the Company is prepared if the current credit market conditions deteriorate.
Debt maturities for 2013 consist of: $640.5 million of consolidated debt; $570.6 million of unconsolidated joint venture debt; and
$98.2 million of preferred equity debt, assuming the utilization of extension options where available. The 2013 consolidated debt
maturities are anticipated to be extended, refinanced or repaid with operating cash flows and borrowings from the Company’s credit
facility, which at December 31, 2012, the Company had $1.5 billion available. The 2013 unconsolidated joint venture and preferred
equity debt maturities are anticipated to be extended or repaid through debt refinancing and partner capital contributions, as deemed
appropriate.
The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to
maintain its investment-grade debt ratings. The Company plans to continue strengthening its balance sheet by pursuing deleveraging
efforts over time. The Company may, from time-to-time, seek to obtain funds through additional common and preferred equity offerings,
unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives.
Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal
source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and
equity, raising in the aggregate over $8.7 billion. Proceeds from public capital market activities have been used for the purposes of, among
other things, repaying indebtedness, acquiring interests in neighborhood and community shopping centers, funding ground-up
development projects, expanding and improving properties in the portfolio and other investments. The Company will continue to access
these markets, as available.
The Company has a $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled
to expire in October 2015 and has a one-year extension option. This credit facility, provides funds to finance general corporate purposes,
including (i) property acquisitions, (ii) investments in the Company’s institutional management programs, (iii) development and
redevelopment costs and (iv) any short-term working capital requirements. Interest on borrowings under the Credit Facility accrues at
LIBOR plus 1.05% and fluctuates in accordance with changes in the Company’s senior debt ratings and has a facility fee of 0.20% per
annum. As part of this Credit Facility, the Company has a competitive bid option whereby the Company could auction up to $875.0
million of its requested borrowings to the bank group. This competitive bid option provides the Company the opportunity to obtain
pricing below the currently stated spread. In addition, as part of the Credit Facility, the Company has a $500.0 million sub-limit which
provides it the opportunity to borrow in alternative currencies such as Canadian Dollars, British Pounds Sterling, Japanese Yen or Euros.
Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i)
maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios. As of December 31,
2012, the Credit Facility had a balance of $249.9 million outstanding and $27.3 million appropriated for letters of credit.
25
Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to maintenance of various covenants. The
Company is currently in compliance with these covenants. The financial covenants for the Credit Facility are as follows:
Covenant
Total Indebtedness to Gross Asset Value (“GAV”)
Total Priority Indebtedness to GAV
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense
Fixed Charge Total Adjusted EBITDA to Total Debt Service
Must Be
<60%
<35%
>1.75x
>1.50x
As of 12/31/12
44%
9%
3.23x
2.17x
For a full description of the Credit Facility’s covenants refer to the Credit Agreement dated as of October 27, 2011 filed in the
Company’s Current Report on Form 8-K dated November 2, 2011.
During April 2012, the Company obtained a $400.0 million unsecured term loan with a consortium of banks, which accrues interest
at LIBOR plus 105 basis points. The term loan is scheduled to mature in April 2014, with three additional one-year options to extend the
maturity date, at the Company’s discretion, to April 17, 2017. Pursuant to the terms of the Credit Agreement, the Company, among
other things is subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed
charge coverage ratios. Proceeds from this term loan were used for general corporate purposes including the repayment of debt. The
term loan covenants are similar to the Credit Facility covenants described above.
During March 2008, the Company obtained a Mexican peso (“MXN”) 1.0 billion term loan, which bears interest at a rate of 8.58%,
subject to change in accordance with the Company’s senior debt ratings, and is scheduled to mature in March 2013. The Company
utilized proceeds from this term loan to fully repay the outstanding balance of a MXN 500.0 million unsecured revolving credit facility,
which was terminated by the Company. Remaining proceeds from this term loan were used for funding MXN denominated investments.
As of December 31, 2012, the outstanding balance on this term loan was MXN 1.0 billion (USD $76.9 million). The Mexican term loan
covenants are similar to the Credit Facility covenants described above. During December 2012, the lender agreed to extend this term
loan for an additional five years at an interest rate of TIIE (Equilibrium Interbank Interest Rate) plus 1.35%, which will be effective
subsequent to the scheduled maturity in March 2013. The Company has the option to swap this rate to a fixed rate at any time during
the term of the loan.
During April 2012, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three years, for the
future unlimited offerings, from time-to-time, of debt securities, preferred stock, depositary shares, common stock and common stock
warrants. The Company, pursuant to this shelf registration statement may, from time-to-time, offer for sale its senior unsecured debt for
any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions,
development and redevelopment costs and (ii) managing the Company’s debt maturities. (See Footnote 13 of the Notes to
Consolidated Financial Statements included in this Form 10-K.)
The Company’s supplemental indenture governing its medium term notes and senior notes contains the following covenants, all of
which the Company is compliant with:
Covenant
Consolidated Indebtedness to Total Assets
Consolidated Secured Indebtedness to Total Assets
Consolidated Income Available for Debt Service to Maximum Annual Service Charge
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness
Must Be
<60%
<40%
>1.50x
>1.50x
As of 12/31/12
38%
9%
4.2x
2.8x
For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993, First Supplemental
Indenture dated August 4, 1994, the Second Supplemental Indenture dated April 7, 1995, the Third Supplemental Indenture dated June
2, 2006, the Fifth Supplemental Indenture dated as of September 24, 2009, the Fifth Supplemental Indenture dated as of October 31,
2006 and First Supplemental Indenture dated October 31, 2006, as filed with the SEC. See Exhibits Index on page 38, for specific filing
information.
During 2012, the Company (i) repaid the $17.0 million outstanding on its 5.98% medium-term notes, which matured in July 2012, (ii)
repaid the $198.9 million outstanding on its 6.00% senior unsecured note, which matured in November 2012, (iii) assumed $185.3
million of individual non-recourse mortgage debt relating to the acquisition of seven operating properties, including an increase of $6.1
million associated with fair value debt adjustments, (iv) paid off $284.8 million of mortgage debt that encumbered 19 operating
properties and (v) assigned five mortgages aggregating $17.1 million in connection with property dispositions.
26
During March 2012, the Company issued 16,000,000 Depositary Shares (the "Class I Depositary Shares"), each representing a one-
thousandth fractional interest in a share of the Company's 6.00% Class I Cumulative Redeemable Preferred Stock, $1.00 par value per
share (the "Class I Preferred Stock"). Dividends on the Class I Depositary Shares are cumulative and payable quarterly in arrears at the
rate of 6.00% per annum based on the $25.00 per share initial offering price, or $1.50 per annum. The Class I Depositary Shares are
redeemable, in whole or part, for cash on or after March 20, 2017, at the option of the Company, at a redemption price of $25.00 per
depositary share, plus any accrued and unpaid dividends thereon. The Class I Depositary Shares are not convertible or exchangeable for
any other property or securities of the Company. The net proceeds received from this offering of $387.2 million were used for general
corporate purposes, including the reduction of borrowings outstanding under the Company’s revolving credit facility and the redemption
of shares of the Company’s preferred stock.
During July 2012, the Company issued 9,000,000 Depositary Shares (the "Class J Depositary Shares"), each representing a one-
thousandth fractional interest in a share of the Company's 5.50% Class J Cumulative Redeemable Preferred Stock, $1.00 par value per
share (the "Class J Preferred Stock"). Dividends on the Class J Depositary Shares are cumulative and payable quarterly in arrears at the
rate of 5.50% per annum based on the $25.00 per share initial offering price, or $1.375 per annum. The Class J Depositary Shares are
redeemable, in whole or part, for cash on or after July 25, 2017, at the option of the Company, at a redemption price of $25.00 per
depositary share, plus any accrued and unpaid dividends thereon. The Class J Depositary Shares are not convertible or exchangeable for
any other property or securities of the Company. The net proceeds received from this offering of $217.8 million were used for the
redemption of all the outstanding depositary shares representing the Company’s Class F preferred stock, which redemption occurred on
August 15, 2012, as discussed below, with the remaining proceeds used towards the redemption of outstanding depositary shares
representing the Company’s Class G preferred stock, which redemption occurred on October 10, 2012, as discussed below, and general
corporate purposes.
On August 15, 2012, the Company redeemed of all of its outstanding 7,000,000 depositary shares of the Company’s 6.65% Class F
Cumulative Redeemable Preferred Stock, $1.00 par value per share (the “Class F Preferred Stock”) for $175.0 million, before payment of
accrued and unpaid dividends of $1.0 million. In connection with this redemption the Company recorded a charge of $6.2 million
resulting from the difference between the redemption amount and the carrying amount of the Class F Preferred Stock on the Company’s
Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $6.2 million was
subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings per
share for the year ended December 31, 2012.
On October 10, 2012, the Company redeemed all of its outstanding 18,400,000 depositary shares of the Company’s 7.75% Class G
Cumulative Redeemable Preferred Stock, $1.00 par value per share (the “Class G Preferred Stock”) for $460.0 million, before payment
of accrued and unpaid dividends of $8.5 million. In connection with this redemption the Company recorded a non-cash charge of $15.5
million resulting from the difference between the redemption amount and the carrying amount of the Class G Preferred Stock on the
Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $15.5
million was subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of
earnings per share for the year ended December 31, 2012.
During November 2012, the Company issued 7,000,000 Depositary Shares (the "Class K Depositary Shares"), each representing a
one-thousandth fractional interest in a share of the Company's 5.625% Class K Cumulative Redeemable Preferred Stock, $1.00 par value
per share (the "Class K Preferred Stock"). Dividends on the Class K Depositary Shares are cumulative and payable quarterly in arrears at
the rate of 5.625% per annum based on the $25.00 per share initial offering price, or $1.40625 per annum. The Class K Depositary
Shares are redeemable, in whole or part, for cash on or after December 7, 2017, at the option of the Company, at a redemption price of
$25.00 per depositary share, plus any accrued and unpaid dividends thereon. The Class K Depositary Shares are not convertible or
exchangeable for any other property or securities of the Company. The net proceeds received from this offering of $169.1 million, after
expenses, were used for general corporate purposes, including funding towards the repayment of maturing Senior Unsecured Notes.
The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares
in connection with the exercise of stock options or the issuance of restricted stock awards. These share repurchases may occur in open
market purchases, privately negotiated transactions or otherwise, subject to prevailing market conditions, the Company’s liquidity
requirements, contractual restrictions and other factors. During the year ended December 31, 2012, the Company repurchased 1.6
million shares of the Company’s common stock for $30.9 million, of which $22.6 million was provided to the Company from stock
options exercised.
In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain mortgage financing
on selected properties and construction loans to partially fund the capital needs of its ground-up development projects. As of December
31, 2012, the Company had over 400 unencumbered property interests in its portfolio.
27
In connection with its intention to continue to qualify as a REIT for federal income tax purposes, the Company expects to continue
paying regular dividends to its stockholders. These dividends will be paid from operating cash flows. The Company’s Board of Directors
will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor sources of capital and evaluate the impact of
the economy and capital markets availability on operating fundamentals. Since cash used to pay dividends reduces amounts available for
capital investment, the Company generally intends to maintain a conservative dividend payout ratio, reserving such amounts as it
considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in
new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers
appropriate. Cash dividends paid were $382.7 million in 2012, $353.8 million in 2011 and $307.0 million in 2010.
Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying
dividends quarterly. Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term
money market or other suitable instruments. The Company’s Board of Directors declared a quarterly cash dividend of $0.21 per
common share payable to shareholders of record on January 2, 2013, which was paid on January 15, 2013. Additionally, the Company’s
Board of Directors declared a quarterly cash dividend of $0.21 per common share payable to shareholders of record on April 3, 2013,
which is scheduled to be paid on April 15, 2013.
The Company is subject to taxes on its activities in Canada, Mexico, Brazil, Chile, and Peru. During 2012, less than $0.1 million of
withholding and transaction taxes were withheld from distributions related to foreign activities. In general, under local country law
applicable to the structures the Company has in place and applicable treaties, the repatriation of cash to the Company from its
subsidiaries and joint ventures in Canada, Mexico and Brazil generally are not subject to withholding tax. The Company does not
anticipate the need to repatriate foreign funds from Chile, Peru or Brazil to provide for its cash flow needs in the U.S. and, as such, no
significant withholding or transaction taxes are expected in the foreseeable future.
Contractual Obligations and Other Commitments
The Company has debt obligations relating to its revolving credit facility, MTNs, senior notes, mortgages and construction loans with
maturities ranging from less than one year to 23 years. As of December 31, 2012, the Company’s total debt had a weighted average
term to maturity of 3.4 years. In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio.
As of December 31, 2012, the Company has 47 shopping center properties that are subject to long-term ground leases where a third
party owns and has leased the underlying land to the Company to construct and/or operate a shopping center. In addition, the Company
has 10 non-cancelable operating leases pertaining to its retail store lease portfolio. The following table summarizes the Company’s debt
maturities (excluding extension options and fair market value of debt adjustments aggregating $10.6 million) and obligations under non-
cancelable operating leases as of December 31, 2012 (in millions):
Contractual Obligations:
Long-Term Debt-Principal(1) ........................ $
Long-Term Debt-Interest(2) .......................... $
Operating Leases:
Ground Leases.................................................... $
Retail Store Leases ........................................... $
2013
2014
2015
2016
2017
Payments due by period
659.7
197.8
12.6
2.3
$
$
$
$
900.7
152.8
12.2
1.7
$
$
$
$
731.2
131.6
11.1
1.3
$
$
$
$
553.1
96.9
10.3
1.0
$
$
$
$
Thereafter
871.1
107.2
468.9 $
67.3 $
Total
$ 4,184.7
753.6
$
9.9 $
0.5 $
172.6
0.1
$
$
228.7
6.9
(1) Maturities utilized do not reflect extension options, which range from one to five years.
(2) For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2012.
The Company has accrued $16.9 million of non-current uncertain tax benefits and related interest under the provisions of the
authoritative guidance that addresses accounting for income taxes, which are included in Other liabilities on the Company’s Consolidated
Balance Sheets at December 31, 2012. These amounts are not included in the table above because a reasonably reliable estimate
regarding the timing of settlements with the relevant tax authorities, if any, cannot be made.
The Company has $100.0 million of medium term notes, $175.0 million of unsecured notes, $201.3 million of Canadian unsecured
notes, a $76.9 million Mexican term loan, $2.2 million of unsecured debt and $85.1 million of secured debt scheduled to mature in 2013.
The Company anticipates satisfying these maturities with a combination of operating cash flows, its unsecured revolving credit facility,
exercise of extension options, where available, and new debt issuances.
The Company has issued letters of credit in connection with completion and repayment guarantees for loans encumbering certain of
the Company’s redevelopment projects and guarantee of payment related to the Company’s insurance program. As of December 31,
2012, these letters of credit aggregate $33.6 million.
28
On a select basis, the Company provides guarantees on interest bearing debt held within real estate joint ventures in which the
Company has noncontrolling ownership interests. The Company is often provided with a back-stop guarantee from its partners. The
Company had the following outstanding guarantees as of December 31, 2012 (amounts in millions):
Name of
Joint Venture
Amount of
Guarantee
Interest rate
Maturity, with
extensions
Terms
InTown Suites
Management, Inc. (1) ..... $
145.2
LIBOR plus 1.15%
2015
25% partner back-stop
Hillsborough ............................ $
2.8
LIBOR plus 1.05%
Victoriaville ............................... $
5.1
3.92%
2013
2020
Jointly and severally
with partner
Jointly and severally
with partner
Type of debt
Unsecured credit
facility
Promissory
note
Promissory
note
(1) During October 2012, a purchase and sale agreement was executed to sell the InTown Suites company and related real estate
assets for a gross sales price of $735 million, including $617 million of existing debt. The sale is contingent upon satisfactorily
completing a due diligence process and other closing conditions, including lender approvals. The Company expects to complete this
transaction in the first half of 2013. If the transaction is completed, the Company has agreed to maintain $145.2 million in
preexisting guarantees of outstanding debt to be assumed by the buyer.
In connection with the construction of its development projects and related infrastructure, certain public agencies require posting of
performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of
the improvements and infrastructure. As of December 31, 2012, the Company had $20.7 million in performance and surety bonds
outstanding.
Off-Balance Sheet Arrangements
Unconsolidated Real Estate Joint Ventures
The Company has investments in various unconsolidated real estate joint ventures with varying structures. These joint ventures
primarily operate shopping center properties or are established for development projects. Such arrangements are generally with third-
party institutional investors, local developers and individuals. The properties owned by the joint ventures are primarily financed with
individual non-recourse mortgage loans, however, the Company, on a selective basis, obtains unsecured financing for certain joint
ventures. These unsecured financings are guaranteed by the Company with guarantees from the joint venture partners for their
proportionate amounts of any guaranty payment the Company is obligated to make (see guarantee table above). Non-recourse
mortgage debt is generally defined as debt whereby the lenders’ sole recourse with respect to borrower defaults is limited to the value
of the property collateralized by the mortgage. The lender generally does not have recourse against any other assets owned by the
borrower or any of the constituent members of the borrower, except for certain specified exceptions listed in the particular loan
documents (See Footnote 8 of the Notes to Consolidated Financial Statements included in this Form 10-K). These investments include
the following joint ventures:
Kimco
Ownership
Venture
KimPru (c) ..................................
Interest
15.0%
RioCan Venture (k) ...............
KIR (d) ..........................................
50.0%
45.0%
KUBS (e) .....................................
17.9%(a)
Non-
Recourse
Mortgage
Payable
(in
millions)
Recourse
Notes
Payable
(in
millions)
Number
of
Properties
Total GLA
(in
thousands)
61
45
58
40
10,694 $ 1,010.2 $
9,307 $
923.2 $
12,417 $
914.6 $
5,741 $
691.9 $
-
-
-
-
InTown Suites (j) ....................
(l)
138
N/A $
469.2 $
145.2(b)
BIG Shopping Centers (f) ..
37.7%(a)
SEB Immobilien (h) ................
CPP (g) ........................................
Kimco Income Fund (i) ........
15.0%
55.0%
15.2%
22
13
6
12
3,627 $
443.8 $
1,800 $
243.8 $
2,424 $
141.5 $
1,522 $
161.4 $
-
-
-
-
29
Number of
Encumbered
Properties
41
Average
Interest
Rate
Weighted
Average
Term
(months)
44.5
41.2
78.6
39.1
46.1
45.5
55.3
31.0
20.7
5.54%
5.16%
5.22%
5.40%
4.46%
5.52%
5.11%
5.19%
5.45%
37
43
40
138
18
13
3
12
(a) Ownership % is a blended rate.
(b) See Contractual Obligations and Other Commitments regarding guarantees by the Company and its joint venture partners.
(c) Represents the Company’s joint ventures with Prudential Real Estate Investors.
(d) Represents the Kimco Income Operating Partnership, L.P., formed in 1998.
(e) Represents the Company’s joint ventures with UBS Wealth Management North American Property Fund Limited.
(f) Represents the Company’s joint ventures with BIG Shopping Centers (TLV:BIG), an Israeli public company.
(g) Represents the Company’s joint ventures with The Canadian Pension Plan Investment Board (CPPIB).
(h) Represents the Company’s joint ventures with SEB Immobilien Investment GmbH.
(i) Represents the Kimco Income Fund, formed in 2004.
(j) Represents the Company’s joint ventures with Westmont Hospitality Group.
(k) Represents the Company’s joint ventures with RioCan Real Estate Investment Trust.
(l) The Company’s share of this investment is subject to fluctuation and is dependent upon property cash flows.
The Company has various other unconsolidated real estate joint ventures with varying structures. As of December 31, 2012, these
other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating $1.9 billion and unsecured notes payable
aggregating $2.8 million. The aggregate debt as of December 31, 2012, of all of the Company’s unconsolidated real estate joint ventures
is $7.1 billion, of which the Company’s proportionate share of this debt is $2.8 billion. As of December 31, 2012, these loans had
scheduled maturities ranging from one month to 10 years and bear interest at rates ranging from 1.21% to 10.50%. Approximately
$570.6 million of the aggregate outstanding loan balance matures in 2013, of which the Company’s proportionate share is $274.1 million.
These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing and partner capital contributions, as
deemed appropriate. (See Footnote 8 of the Notes to Consolidated Financial Statements included in this Form 10-K).
Other Real Estate Investments
The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program.
The Company accounts for its preferred equity investments under the equity method of accounting. As of December 31, 2012, the
Company’s net investment under the Preferred Equity Program was $157.2 million relating to 107 properties. As of December 31, 2012,
these preferred equity investment properties had individual non-recourse mortgage loans aggregating $694.3 million. Due to the
Company’s preferred position in these investments, the Company’s share of each investment is subject to fluctuation and is dependent
upon property cash flows. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily
limited to its invested capital.
Additionally, during July 2007, the Company invested $81.7 million of preferred equity capital in a portfolio comprised of 403 net
leased properties which are divided into 30 master leased pools with each pool leased to individual corporate operators. These
properties consist of a diverse array of free-standing restaurants, fast food restaurants, convenience and auto parts stores. As of
December 31, 2012, the remaining 397 properties were encumbered by third party loans aggregating $358.9 million, not including $63.7
million in net fair market value of debt adjustments, with interest rates ranging from 5.08% to 10.47%, a weighted average interest rate of
9.3% and maturities ranging from one to 10 years.
At December 31, 2012, the Company had a 90% equity participation interest in an existing leveraged lease of 11 properties, which is
reported as a net investment in leveraged lease in accordance with the FASB’s Lease guidance. The properties are leased under a long-
term bond-type net lease whose primary term expires in 2016, with the lessee having certain renewal option rights. These 11 properties
were encumbered by third-party non-recourse debt of $21.1 million that is scheduled to fully amortize during the primary term of the
lease from a portion of the periodic net rents receivable under the net lease. As an equity participant in the leveraged lease, the
Company has no recourse obligation for principal or interest payments on the debt, which is collateralized by a first mortgage lien on the
properties and collateral assignment of the lease. Accordingly, this debt has been offset against the related net rental receivable under the
lease.
Funds from Operations
Funds From Operations (“FFO”) is a supplemental non-GAAP measure utilized to evaluate the operating performance of real estate
companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income/(loss) attributable to
common shareholders computed in accordance with generally accepted accounting principles (“GAAP”), excluding (i) gains or losses
from sales of operating real estate assets and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties and
(iv) impairment of depreciable real estate and in substance real estate equity investments and (v) after adjustments for unconsolidated
partnerships and joint ventures calculated to reflect funds from operations on the same basis.
The Company presents FFO as it considers it an important supplemental measure of our operating performance and believes it is
frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when
reporting results. Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful
due to possible differences in the application of the NAREIT definition used by such REITs.
30
The Company also presents FFO as adjusted as an additional supplemental measure as it believes it is more reflective of the
Company’s core operating performance. The Company believes FFO as adjusted provides investors and analysts an additional measure in
comparing the Company’s performance across reporting periods on a consistent basis by excluding items that we do not believe are
indicative of our core operating performance. FFO as adjusted is generally calculated by the Company as FFO excluding certain
transactional income and expenses and non-operating impairments which management believes are not reflective of the results within
the Company’s operating real estate portfolio.
FFO is a supplemental non-GAAP financial measure of real estate companies’ operating performances, which does not represent
cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative for net income
as a measure of liquidity. Our method of calculating FFO and FFO as adjusted may be different from methods used by other REITs and,
accordingly, may not be comparable to such other REITs.
The Company’s reconciliation of net income available to common shareholders to FFO and FFO as adjusted for the three months
and years ended December 31, 2012 and 2011 is as follows (in thousands, except per share data):
Net income available to common shareholders ....................................... $
Gain on disposition of operating property, net of noncontrolling
interests .................................................................................................................
Gain on disposition of joint venture operating properties ..................
Depreciation and amortization - real estate related ...............................
Depreciation and amortization - real estate joint ventures, net
of noncontrolling interests ...........................................................................
Remeasurement of derivative instrument
Impairments of operating properties, net of tax and
noncontrolling interests ................................................................................
FFO ....................................................................................................................................
Transactional (income)/charges:
Promote income from other real estate investments....................
Promote income from real estate joint ventures ..............................
Gains from development/land sales, net of tax..................................
Income from other real estate investments .........................................
Foreign currency exchange gains ...............................................................
Acquisition costs .................................................................................................
Charge off of assets relating to sales ........................................................
Executive severance costs .............................................................................
Excess distribution from a cost method investment.......................
Gain on sale of marketable securities ......................................................
Impairments on other investments, net of tax and
noncontrolling interest .............................................................................
Preferred stock redemption costs .............................................................
Other expense/(income), net ......................................................................
Total transactional charges/(income), net..................
FFO as adjusted ........................................................................................................ $
Weighted average shares outstanding for FFO calculations:
Basic ...................................................................................................................................
Units ............................................................................................................................
Dilutive effect of equity awards ....................................................................
Diluted (1) .....................................................................................................................
FFO per common share – basic .................................................................... $
FFO per common share – diluted (1) ........................................................ $
FFO as adjusted per common share – basic ......................................... $
FFO as adjusted per common share – diluted (1) ............................ $
Three Months Ended
December 31,
2012
2011
Year Ended
December 31,
2012
2011
59,231
$
31,556 $
172,673
$
109,688
(49,023)
(4,914)
63,246
32,228
-
26,440
127,208
(10,996)
(1,151)
(14)
-
-
701
3,785
-
(398)
-
-
15,490
143
7,560
134,768
406,345
1,522
1,829
409,696
0.31
0.31
0.33
0.33
$
$
$
$
$
(11,398)
(819)
60,561
(84,828)
(27,927)
257,278
34,529
-
133,734
-
(19,444)
(4,050)
246,746
138,482
4,287
21,014
135,443
59,510
510,440
42,043
517,752
(9,715)
(2,403)
(3,699)
-
-
1,143
1,032
-
(287)
(778)
3,002
-
227
(11,932)
123,511 $
406,554
1,532
787
408,873
0.33 $
0.33 $
0.30 $
0.30 $
(20,746)
(5,072)
(8,309)
-
-
9,160
3,785
2,472
(398)
-
-
21,703
1,166
3,761
514,201
405,997
1,455
2,106
409,558
1.26
1.25
1.26
1.26
$
$
$
$
$
(9,829)
(2,675)
(5,317)
(1,311)
(839)
5,466
1,032
-
(13,116)
(4,895)
4,463
-
(951)
(27,972)
489,780
406,530
1,528
1,140
409,198
1.27
1.27
1.20
1.20
(1)
For the three and twelve months ended December 31, 2012 and 2011, the effect of certain convertible units would have an
anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such
conversion has not been included in the determination of diluted earnings per share calculations.
31
Same Property Net Operating Income
Same Property Net Operating Income (“Same Property NOI”) is a supplemental non-GAAP financial measure of real estate
companies’ operating performance. Same Property NOI is considered by management to be an important performance measure of the
Company’s operations and management believes that it is helpful to investors as a measure of the Company’s operating performance
because it includes only the net operating income of properties that have been owned for the entire current and prior year reporting
periods and excludes properties under development and pending stabilization. As such, Same Property NOI assists in eliminating
disparities in net income due to the development, acquisition or disposition of properties during the particular period presented, and thus
provides a more consistent performance measure for the comparison of the Company's properties.
Same Property NOI is calculated using revenues from rental properties (excluding straight-line rents, lease termination fees and
above/below market rents) less operating and maintenance expense, real estate taxes and rent expense, plus the Company’s
proportionate share of Same Property NOI from unconsolidated real estate joint ventures, calculated on the same basis. Same Property
NOI includes all properties that are owned for the entire current and prior year reporting periods and excludes properties under
development and properties pending stabilization. Properties are deemed stabilized at the earlier of (i) reaching 90% leased or (ii) one
year following a projects inclusion in operating real estate (two years for Latin American properties).
Same Property NOI is a supplemental non-GAAP financial measure of real estate companies’ operating performance and should not
be considered an alternative to net income in accordance with GAAP or as a measure of liquidity. Our method of calculating Same
Property NOI may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The following is a reconciliation of the Company’s Income from continuing operations to Same Property NOI (in thousands):
Income from continuing operations ..................................... $
Adjustments:
Management and other fee income ..................................
General and administrative expenses ...............................
Impairment of property carrying values ..........................
Depreciation and amortization ............................................
Other income ................................................................................
(Benefit)/provision for income taxes, net .......................
Gains on change in control of interests ...........................
Equity in income of other real estate investments,
net ................................................................................................
Non same property net operating income ...................
Non operational expense from joint ventures ............
Net operating income from noncontrolling
interests .....................................................................................
Same Property NOI ........................................................................ $
Three Months Ended December
31,
2012
2011
Year Ended December 31,
2012
2011
45,887
$
44,961
$
211,978 $
158,977
(10,469)
29,166
18,463
64,070
54,601
(802)
(1,399)
(18,057)
(38,057)
77,357
(2,239)
$
218,521
(8,494)
28,689
5,320
58,307
42,883
6,968
-
(16,690)
(32,434)
84,797
(2,971)
$
211,336
(37,522)
124,480
37,111
249,493
223,441
3,939
(15,555)
(53,397)
(171,115)
289,234
(10,255)
851,832 $
(35,320)
118,873
13,077
231,712
188,468
21,330
(569)
(51,813)
(128,991)
328,804
(11,565)
832,983
Same Property NOI increased by $7.2 million or 3.4% for the three months ended December 31, 2012, as compared to the
corresponding period in 2011. This increase is primarily the result of (i) an increase of $4.7 million related to lease-up and rent
commencements, (ii) an increase of $2.0 million in other property and ancillary income, and (iii) the impact from changes in foreign
currency exchange rates of $0.5 million.
Same Property NOI increased by $18.8 million or 2.3% for the year ended December 31, 2012, as compared to the corresponding
period in 2011. This increase is primarily the result of (i) an increase of $15.8 million related to lease-up and rent commencements and
(ii) an increase of $7.8 million in other property and ancillary income, partially offset by, (iii) the negative impact from changes in foreign
currency exchange rates of $4.8 million.
Effects of Inflation
Many of the Company's leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses
enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above pre-determined
thresholds, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the
leases. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices. In
addition, many of the Company's leases are for terms of less than 10 years, which permits the Company to seek to increase rents to
32
market rates upon renewal. Most of the Company's leases require the tenant to pay an allocable share of operating expenses, including
common area maintenance costs, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and
operating expenses resulting from inflation. The Company periodically evaluates its exposure to short-term interest rates and foreign
currency exchange rates and will, from time-to-time, enter into interest rate protection agreements and/or foreign currency hedge
agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and fluctuations in foreign
currency exchange rates.
Market and Economic Conditions; Real Estate and Retail Shopping Sector
In the U.S., economic and market conditions have improved. Credit conditions have continued to allow increased access and
availability to secured mortgage debt and the unsecured bond and equity markets. However, there remains concern over high
unemployment rates in the U.S. and concerns over uncertain economic conditions in Europe. These conditions have contributed to slow
growth in the U.S. and international economies.
Historically, real estate has been subject to a wide range of cyclical economic conditions that affect various real estate markets and
geographic regions with differing intensities and at different times. Different regions of the United States have and may continue to
experience varying degrees of economic growth or distress. Adverse changes in general or local economic conditions could result in the
inability of some tenants of the Company to meet their lease obligations and could otherwise adversely affect the Company’s ability to
attract or retain tenants. The Company’s shopping centers are typically anchored by two or more national tenants who generally offer
day-to-day necessities, rather than high-priced luxury items. In addition, the Company seeks to reduce its operating and leasing risks
through ownership of a portfolio of properties with a diverse geographic composition and tenant base.
The Company monitors potential credit issues of its tenants, and analyzes the possible effects to the financial statements of the
Company and its unconsolidated joint ventures. In addition to the collectability assessment of outstanding accounts receivable, the
Company evaluates the related real estate for recoverability as well as any tenant related deferred charges for recoverability, which may
include straight-line rents, deferred lease costs, tenant improvements, tenant inducements and intangible assets.
The retail shopping sector overall has continued to steadily improve during 2012, however select markets, which experienced rapid
expansion prior to the economic recession, such as Nevada, Arizona and select portions of California are experiencing slower growth. If
growth in the retail shopping sector does not continue, the Company may experience tenants delaying lease commencements or
declining to extend or renew leases upon expiration. These conditions also have forced some weaker retailers, in some cases, to declare
bankruptcy and/or close stores. Certain retailers have announced store closings even though they have not filed for bankruptcy
protection. However, any of these particular store closings affecting the Company often represent a small percentage of the Company’s
overall gross leasable area and the Company does not currently expect store closings to have a material adverse effect on the
Company’s overall performance.
New Accounting Pronouncements
See Footnote 1 of the Company’s Consolidated Financial Statements included in this Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company’s primary market risk exposure is interest rate risk. The following table presents the Company’s aggregate fixed rate
and variable rate domestic and foreign debt obligations outstanding as of December 31, 2012, with corresponding weighted-average
interest rates sorted by maturity date. The table does not include extension options where available. Amounts include fair value purchase
price allocation adjustments for assumed debt. The information is presented in U.S. dollar equivalents, which is the Company’s reporting
currency. The instruments’ actual cash flows are denominated in U.S. dollars, Canadian dollars (CAD), Mexican pesos (MXN) and
Chilean Pesos (CLP) as indicated by geographic description ($USD equivalent in millions).
2013
2014
2015
2016
2017
Thereafter Total
Fair Value
U.S. Dollar Denominated
Secured Debt
Fixed Rate ................................... $
Average Interest Rate ...........
85.1 $
5.99%
192.0
$
128.9
$
256.6
$
184.4
$
6.47%
5.43%
6.69%
6.15%
88.4 $
6.80%
935.4
$
995.7
6.31%
Variable Rate ............................. $
Average Interest Rate ...........
- $
-
$
-
-
$
6.0
0.17%
$
-
-
$
-
-
21.5 $
3.06%
$
27.5
2.43%
26.9
33
2013
2014
2015
2016
2017
Thereafter Total
Fair Value
Unsecured Debt
Fixed Rate ................................... $
Average Interest Rate ...........
275.0 $
5.40%
294.8
$
350.0
$
300.0
$
290.9
$
600.0 $ 2,110.7
$ 2,346.0
5.20%
5.29%
5.78%
5.70%
5.59%
5.50%
Variable Rate ............................. $
Average Interest Rate ...........
CAD Denominated
Unsecured Debt
Fixed Rate ................................... $
Average Interest Rate ...........
MXN Denominated
Unsecured Debt
Fixed Rate ................................... $
Average Interest Rate ...........
CLP Denominated
Secured Debt
Variable Rate ............................. $
Average Interest Rate ...........
2.2 $
5.50%
400.0
$
250.0
$
1.26%
1.25%
201.3 $
5.18%
76.9 $
8.58%
- $
-
$
$
$
-
-
-
-
-
-
$
$
$
-
-
-
-
-
-
$
$
$
$
-
-
-
-
-
-
-
-
$
$
$
$
-
-
-
-
-
-
-
-
- $
-
652.2
$
629.8
1.27%
151.0 $
5.99%
352.3
$
363.1
5.53%
- $
-
$
76.9
8.58%
69.6
40.3 $
5.72%
$
40.3
5.72%
45.9
Based on the Company’s variable-rate debt balances, interest expense would have increased by $7.2 million in 2012 if short-term
interest rates were 1.0% higher.
The Company also faces foreign currency exchange risk. The following table presents the Company’s foreign investments as of
December 31, 2012. Investment amounts are shown in their respective local currencies and the U.S. dollar equivalents:
Foreign Investment (in millions)
Country
Mexican real estate investments (MXN) ...............................................................................................................
Canadian real estate joint venture and marketable securities investments (CAD)........................
Chilean real estate investments (CLP) ....................................................................................................................
Brazilian real estate investments (Brazilian Real) ...............................................................................................
Peruvian real estate investments (Peruvian Nuevo Sol) ...............................................................................
Local
Currency
US Dollars
8,881.2
397.8
37,761.2
43.5
14.7
$
$
$
$
$
685.0
400.5
78.9
21.3
5.9
The foreign currency exchange risk has been partially mitigated, but not eliminated, through the use of local currency denominated
debt. The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes. As
of December 31, 2012, the Company has no other material exposure to market risk.
Item 8. Financial Statements and Supplementary Data
The response to this Item 8 is included in our audited Notes to Consolidated Financial Statements, which are contained in Part
IV Item 15 of this Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report.
Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such
period, the Company’s disclosure controls and procedures are effective.
34
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-
15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, 2012, to which this report relates, that
have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated Framework,
our management concluded that our internal control over financial reporting was effective as of December 31, 2012.
The effectiveness of our internal control over financial reporting as of December 31, 2012, has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this item is incorporated by reference to “Proposal 1—Election of Directors,” “Corporate
Governance,” “Committees of the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy
Statement.
We have adopted a Code of Ethics
the
Investors/Governance/Governance Documents section of our website at www.kimcorealty.com. A copy of the Code of Ethics is available
in print, free of charge, to stockholders upon request to us at the address set forth in Item 1 of this Annual Report on Form 10-K under
the section “Business - Background.” We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as
amended, regarding an amendment to or waiver from a provision of our Code of Ethics by posting such information on our web site.
to all employees. The Code of Ethics
is available at
that applies
Item 11. Executive Compensation
The information required by this item is incorporated by reference to “Compensation Discussion and Analysis,” “Executive
Compensation Committee Report,” “Compensation Tables” and “Compensation of Directors” in our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to “Security Ownership of Certain Beneficial Owners and
Management” and “Compensation Tables” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to “Certain Relationships and Related Transactions” and
“Corporate Governance” in our Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to “Independent Registered Public Accountants” in our Proxy
Statement.
35
Item 15. Exhibits and Financial Statement Schedules
PART IV
(a) 1. Financial Statements –
The following consolidated financial information is included as a separate section
of this annual report on Form 10-K.
Form10-K
Report
Page
Report of Independent Registered Public Accounting Firm.......................................................................................
41
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2012 and 2011 ...............................................................
42
Consolidated Statements of Income for the years ended
December 31, 2012, 2011 and 2010 .....................................................................................................................
43
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2012, 2011 and 2010 .....................................................................................................................
44
Consolidated Statements of Changes in Equity for the years ended
December 31, 2012, 2011 and 2010 .....................................................................................................................
45
Consolidated Statements of Cash Flows for the years ended
December 31, 2012, 2011 and 2010 .....................................................................................................................
Notes to Consolidated Financial Statements ...............................................................................................................
2. Financial Statement Schedules -
Schedule II - Valuation and Qualifying Accounts..............................................................................................................
Schedule III - Real Estate and Accumulated Depreciation ...........................................................................................
Schedule IV - Mortgage Loans on Real Estate .....................................................................................................................
All other schedules are omitted since the required information is not present
or is not present in amounts sufficient to require submission of the schedule.
47
48
92
93
100
3. Exhibits -
The exhibits listed on the accompanying Index to Exhibits are filed as part of this report. .......................
37
36
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit
Number
3.1(a)
3.1(b)
3.2(a)
3.2(b)
3.2(c)
3.2(d)
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
10.1
10.2
10.3
10.4
10.5
10.6
Exhibit Description
Articles of Restatement of the Company, dated January 14,
2011
Articles Supplementary of the Company dated November 8,
2010
Amended and Restated By-laws of the Company, dated
February 25, 2009
Articles Supplementary of Kimco Realty Corporation, dated
March 12, 2012
Articles Supplementary of Kimco Realty Corporation, dated
July 17, 2012
Articles Supplementary of Kimco Realty Corporation, dated
November 30, 2012
Agreement of the Company pursuant to Item 601(b)(4)(iii)(A)
of Regulation S-K
Form of Certificate of Designations for the Preferred Stock
Indenture dated September 1, 1993, between Kimco Realty
Corporation and Bank of New York (as successor to IBJ
Schroder Bank and Trust Company)
First Supplemental Indenture, dated as of August 4, 1994
Second Supplemental Indenture, dated as of April 7, 1995
Indenture dated April 1, 2005, between Kimco North Trust III,
Kimco Realty Corporation, as guarantor and BNY Trust
Company of Canada, as trustee
Third Supplemental Indenture, dated as of June 2, 2006
Fifth Supplemental Indenture, dated as of October 31, 2006,
among Kimco Realty Corporation, Pan Pacific Retail Properties,
Inc. and Bank of New York Trust Company, N.A., as trustee
First Supplemental Indenture, dated as of October 31, 2006,
among Kimco Realty Corporation, Pan Pacific Retail Properties,
Inc. and Bank of New York Trust Company, N.A., as trustee
First Supplemental Indenture, dated as of June 2, 2006, among
Kimco North Trust III, Kimco Realty Corporation, as guarantor
and BNY Trust Company of Canada, as trustee
Second Supplemental Indenture, dated as of August 16, 2006,
among Kimco North Trust III, Kimco Realty Corporation, as
guarantor and BNY Trust Company of Canada, as trustee
Fifth Supplemental Indenture, dated September 24, 2009,
between Kimco Realty Corporation and The Bank of New
York Mellon, as trustee
Amended and Restated Stock Option Plan
Second Amended and Restated 1998 Equity Participation Plan
of Kimco Realty Corporation (restated February 25, 2009)
Form of Indemnification Agreement
Employment Agreement between Kimco Realty Corporation
and Glenn G. Cohen, dated February 25, 2009
1 billion MXN Credit Agreement, dated as of March 3, 2008,
among KRC Mexico Acquisition, LLC, as borrower, Kimco
Realty Corporation, as guarantor and each of the parties
named therein
Amendment to Employment Agreement between Kimco
Realty Corporation and Glenn G. Cohen, dated March 15,
2010
37
Form File No.
10-K
1-10899 02/28/11 3.1(a)
Date of
Filing
Exhibit
Number
Filed
Herewith
Page
Number
10-K
1-10899 02/28/11 3.1(b)
10-K
1-10899 02/27/09
3.2
8-A12B 1-10899 03/13/12
3.2
8-A12B 1-10899 07/18/12
3.2
3.2
4.1
S-11
8-A12B 1-10899 12/03/12
09/11/91
333-
42588
333-
67552
333-
67552
S-3
S-3
09/10/93 4(d)
09/10/93 4(a)
10-K
8-K
8-K
4.6
1-10899 03/28/96
1-10899 04/07/95 4(a)
4.1
1-10899 04/25/05
8-K
8-K
1-10899 06/05/06
1-10899 11/03/06
4.1
4.1
8-K
1-10899 11/03/06
4.2
10-K
1-10899 02/28/07 4.12
10-K
1-10899 02/28/07 4.13
8-K
1-10899 09/24/09
4.1
10-K
10-K
10-K
10-K
1-10899 03/28/95 10.3
1-10899 02/27/09 10.9
1-10899 02/27/09 10.16
1-10899 02/27/09 10.17
10-K/A 1-10899 08/17/10 10.18
8-K
1-10899 03/19/10 10.4
Incorporated by Reference
Date of
Exhibit
Number
Filed
Herewith
Page
Number
Exhibit
Number
10.7
8-K
8-K
8-K
Filing
Form File No.
1-10899 03/19/10 10.5
10-Q 1-10899 05/07/10 99.1
10-Q 1-10899 05/07/10 99.2
1-10899 03/19/10 10.7
1-10899 03/19/10 10.8
Exhibit Description
Kimco Realty Corporation Executive Severance Plan, dated
March 15, 2010
Kimco Realty Corporation 2010 Equity Participation Plan
Form of Performance Share Award Grant Notice and
Performance Share Award Agreement
Underwriting Agreement, dated April 6, 2010, by and among
Kimco Realty Corporation, Kimco North Trust III, and each of
the parties named therein
Third Supplemental Indenture, dated as of April 13, 2010,
among Kimco Realty Corporation, as guarantor, Kimco North
Trust III, as issuer and BNY Trust Company of Canada, as
trustee
Credit Agreement, dated as of April 17, 2009, among Kimco
Realty Corporation and each of the parties named therein
Underwriting Agreement, dated August 23, 2010, by and among
Kimco Realty Corporation and each of the parties named
therein
$1.75 Billion Credit Agreement, dated as of October 27, 2011,
among Kimco Realty Corporation and each of the parties
named therein
Agreement and General Release between Kimco Realty
Corporation and Barbara Pooley, dated January 18, 2012
$400 Million Credit Agreement, dated as of April 17, 2012,
among Kimco Realty Corporation as borrower and each of the
parties named therein
First Amendment to the Kimco Realty Corporation Executive
Severance Plan, dated as of March 20, 2012
$147.5 Million Credit Agreement, dated as of June 28, 2012, by
and among InTown Hospitality Corp. as borrower, Kimco Realty
Corporation as guarantor, and each of the parties named therein 8-K 1-10899 7/03/12 10.1
8-K 1-10899 1/19/12 10.1
8-K 1-10899 4/20/12 10.1
10-Q 1-10899 5/10/12 10.3
1-10899 11/2/11 10.1
1-10899 08/24/10
10-K/A 1-10899 08/17/10 10.19
1.1
8-K
8-K
Kimco Realty Corporation 2010 Equity Participation Plan
S-8
184776 11/06/12 99.1
333-
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
31.2
32.1
12.1
12.2
21.1
23.1
31.1
Computation of Ratio of Earnings to Fixed Charges
Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends
Significant Subsidiaries of the Company
Consent of PricewaterhouseCoopers LLP
Certification of the Company’s Chief Executive Officer, David B.
Henry, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Certification of the Company’s Chief Financial Officer, Glenn G.
Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Certification of the Company’s Chief Executive Officer, David B.
Henry, and the Company’s Chief Financial Officer, Glenn G.
Cohen, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.1
Property Chart
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
* Incorporated by reference to the corresponding Exhibit to the
’
Company’s
38
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
X
X
*
*
X
X
X
101
102
103
104
105
106
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Annual Report on Form 10-K filed on February 27, 2013.
—
—
—
—
—
—
—
X
*
*
*
*
*
*
Pursuant to the requirements of Section 13 or 15(d) of 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.
SIGNATURES
KIMCO REALTY CORPORATION
By: /s/ David B. Henry
David B. Henry
Chief Executive Officer
Dated: February 26, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Milton Cooper
Milton Cooper
/s/ David B. Henry
David B. Henry
/s/ Richard G. Dooley
Richard G. Dooley
/s/ Joe Grills
Joe Grills
/s/ F. Patrick Hughes
F. Patrick Hughes
/s/ Frank Lourenso
Frank Lourenso
/s/ Richard Saltzman
Richard Saltzman
/s/ Philip Coviello
Philip Coviello
/s/ Colombe Nicholas
Colombe Nicholas
/s/ Michael V. Pappagallo
Michael V. Pappagallo
/s/ Glenn G. Cohen
Glenn G. Cohen
/s/ Paul Westbrook
Paul Westbrook
Executive Chairman of the Board of Directors
February 26, 2013
Chief Executive Officer and Vice Chairman of
the Board of Directors
Director
Director
Director
Director
Director
Director
Director
Executive Vice President -
Chief Operating Officer
Executive Vice President -
Chief Financial Officer and
Treasurer
Vice President -
Chief Accounting Officer
39
February 26, 2013
February 26, 2013
February 26, 2013
February 26, 2013
February 26, 2013
February 26, 2013
February 26, 2013
February 26, 2013
February 26, 2013
February 26, 2013
February 26, 2013
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 15 (a) (1) and (2)
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
Form10-K
Page
KIMCO REALTY CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm ............................................................................................................................................
41
Consolidated Financial Statements and Financial Statement Schedules:
Consolidated Balance Sheets as of December 31, 2012 and 2011 .............................................................................................................
Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010 ...............................................
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010 ...........
Consolidated Statements of Changes in Equity for the years ended December 31, 2012, 2011 and 2010 .........................
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010 .......................................
Notes to Consolidated Financial Statements ............................................................................................................................................................
Financial Statement Schedules:
II. Valuation and Qualifying Accounts ..........................................................................................................................................................
III. Real Estate and Accumulated Depreciation........................................................................................................................................
IV. Mortgage Loans on Real Estate .................................................................................................................................................................
42
43
44
45
47
48
92
93
100
40
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
of Kimco Realty Corporation:
In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material
respects, the financial position of Kimco Realty Corporation and its subsidiaries (the "Company") at December 31, 2012 and 2011, and
the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity
with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement
schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements. Also in our opinion, the Company 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 (COSO). The Company's
management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report
on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial
statements, on the financial statement schedules, and on the Company's internal control over financial reporting based on our integrated
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 audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our
audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial reporting 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 audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
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 (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(ii) 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 (iii) 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.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 26, 2013
41
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
December 31, December 31,
2012
2011
Assets:
Real Estate
Rental property
Land ............................................................................................................................................................................. $
Building and improvements ............................................................................................................................
Less: accumulated depreciation and amortization..............................................................................
Real estate under development ..................................................................................................................................
Real estate, net ...........................................................................................................................................................
Investments and advances in real estate joint ventures ......................................................................................
Other real estate investments ...........................................................................................................................................
Mortgages and other financing receivables ................................................................................................................
Cash and cash equivalents ...................................................................................................................................................
Marketable securities ..............................................................................................................................................................
Accounts and notes receivable .........................................................................................................................................
Deferred charges and prepaid expenses .....................................................................................................................
Other assets ................................................................................................................................................................................
Total assets ....................................................................................................................................................................................... $
Liabilities:
Notes payable ............................................................................................................................................................................ $
Mortgages payable ...................................................................................................................................................................
Construction loans payable ................................................................................................................................................
Accounts payable and accrued expenses ...................................................................................................................
Dividends payable ....................................................................................................................................................................
Other liabilities ...........................................................................................................................................................................
Total liabilities ..................................................................................................................................................................................
Redeemable noncontrolling interests .................................................................................................................................
Stockholders' equity:
Preferred stock, $1.00 par value, authorized 5,961,200 and 5,146,000 shares, respectively,
102,000 and 954,000 shares issued and outstanding (in series), respectively, Aggregate
liquidation preference $975,000 and $810,000, respectively .....................................................................
Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding
407,782,102 and 406,937,830 shares, respectively ...........................................................................................
Paid-in capital ..............................................................................................................................................................................
Cumulative distributions in excess of net income ..................................................................................................
Accumulated other comprehensive income .............................................................................................................
Total stockholders' equity ........................................................................................................................................................
Noncontrolling interests .......................................................................................................................................................
Total equity ......................................................................................................................................................................................
Total liabilities and equity .......................................................................................................................................................... $
2,024,300 $
6,825,724
8,850,024
(1,745,462)
7,104,562
97,263
7,201,825
1,428,155
317,557
70,704
141,875
36,541
161,113
171,373
211,664
9,740,807 $
3,192,127 $
1,003,190
-
111,881
96,518
323,535
4,727,251
81,076
1,945,045
6,646,490
8,591,535
(1,693,090)
6,898,445
179,722
7,078,167
1,404,214
344,131
102,972
112,882
33,540
164,053
161,974
226,829
9,628,762
2,983,886
1,085,371
45,128
125,544
92,159
321,457
4,653,545
95,074
102
954
4,078
5,651,170
(824,008)
(66,182)
4,765,160
167,320
4,932,480
9,740,807 $
4,069
5,492,022
(702,999)
(107,660)
4,686,386
193,757
4,880,143
9,628,762
The accompanying notes are an integral part of these consolidated financial statements.
42
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
2012
Year Ended December 31,
2011
2010
Revenues
Revenues from rental properties .................................................................................................................
Management and other fee income ...........................................................................................................
Total revenues .................................................................................................................................................
$
Operating expenses
Rent ....................................................................................................................................................................................
Real estate taxes .........................................................................................................................................................
Operating and maintenance .................................................................................................................................
General and administrative expenses ..............................................................................................................
Provision for doubtful accounts ..........................................................................................................................
Impairment charges ...................................................................................................................................................
Depreciation and amortization ...........................................................................................................................
Total operating expenses ..........................................................................................................................
Operating income ...................................................................................................................................................................
Other income/(expense)
Mortgage financing income ....................................................................................................................................
Interest, dividends and other investment income .....................................................................................
Other expense, net ...................................................................................................................................................
Interest expense ..........................................................................................................................................................
Early extinguishment of debt ................................................................................................................................
Income from other real estate investments .................................................................................................
Gain on sale of development properties .......................................................................................................
Income from continuing operations before income taxes, equity in income of joint
ventures, gains on change in control of interests and equity in income from
other real estate investments ..................................................................................................................................
Provision for income taxes, net ..........................................................................................................................
Equity in income of joint ventures, net ...........................................................................................................
Gains on change in control of interests ..........................................................................................................
Equity in income of other real estate investments, net ..........................................................................
Income from continuing operations .......................................................................................................
Discontinued operations
Income from discontinued operating properties, net of tax ...............................................................
Impairment/loss on operating properties sold, net of tax ....................................................................
Gain on disposition of operating properties, net of tax ........................................................................
Income from discontinued operations..................................................................................................
Loss on transfer of operating properties, net ....................................................................................................
Gain on sale of operating properties, net of tax ..............................................................................................
Total net gain on transfer of operating properties, net ............................................................
Net income .............................................................................................................................................................
Net income attributable to noncontrolling interests ...............................................................................
Net income attributable to the Company .........................................................................................
Preferred stock redemption costs .....................................................................................................................
Preferred stock dividends .......................................................................................................................................
884,782
37,522
922,304
12,761
115,282
118,787
124,480
6,880
37,111
249,493
664,794
257,510
7,504
2,170
(7,971)
(227,595)
-
2,451
-
34,069
(3,939)
112,896
15,555
53,397
211,978
3,084
(22,339)
83,253
63,998
-
4,299
4,299
280,275
(14,202)
266,073
(21,703)
(71,697)
$
$
825,737
35,320
861,057
13,863
108,782
114,101
118,873
7,723
13,077
231,712
608,131
252,926
7,273
16,567
(4,680)
(223,526)
-
3,824
12,074
64,458
(21,330)
63,467
569
51,813
158,977
23,021
(17,343)
17,327
23,005
-
108
108
182,090
(13,039)
169,051
-
(59,363)
Net income available to the Company's common shareholders .......................................
$
172,673
$
109,688
$
Per common share:
Income from continuing operations:
-Basic ..................................................................................................................................................................................
-Diluted ............................................................................................................................................................................
Net income attributable to the Company:
-Basic ..................................................................................................................................................................................
-Diluted ............................................................................................................................................................................
Weighted average shares:
-Basic ..................................................................................................................................................................................
-Diluted ............................................................................................................................................................................
Amounts attributable to the Company's common shareholders:
Income from continuing operations, net of tax ..........................................................................................
Income from discontinued operations .............................................................................................................
Net income .....................................................................................................................................................................
$
$
$
$
$
$
0.27
0.27
0.42
0.42
405,997
406,689
110,406
62,267
172,673
$
$
$
$
$
$
0.22
0.21
0.27
0.27
406,530
407,669
88,067
21,621
109,688
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
43
786,940
39,866
826,806
13,731
105,336
108,357
109,034
10,642
32,661
217,205
596,966
229,840
9,405
21,229
(4,459)
(223,032)
(10,811)
3,653
2,080
27,905
(3,208)
34,579
-
60,846
120,122
43,366
(6,175)
1,961
39,152
(57)
2,434
2,377
161,651
(18,783)
142,868
-
(51,346)
91,522
0.14
0.14
0.22
0.22
405,827
406,201
57,658
33,864
91,522
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year Ended December 31,
2012
2011
2010
Net income ......................................................................................................................................... $
Other comprehensive income:
Change in unrealized gain/(loss) on marketable securities, net.......................
Change in unrealized gain/(loss) on interest rate swaps, net............................
Change in foreign currency translation adjustment, net......................................
Other comprehensive income/(loss) .....................................................................................
280,275
$
182,090 $
161,651
3,013
450
43,515
46,978
(4,065)
549
(82,228)
(85,744)
37,006
(420)
52,849
89,435
Comprehensive income ...............................................................................................................
327,253
96,346
251,086
Comprehensive income attributable to noncontrolling interests ..........................
(19,702)
(11,102)
(35,639)
Comprehensive income attributable to the Company ............................................... $
307,551
$
85,244 $
215,447
The accompanying notes are an integral part of these consolidated financial statements.
44
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2012, 2011 and 2010
(in thousands)
Cumulative
Distributions Accumulated
in Excess
of Net Comprehensive
Other
Income
Income
Balance, January 1, 2010 ................... $
(338,738) $
(96,432)
Preferred Stock
Issued Amount
884
884 $
Paid-in
Common Stock
Issued Amount
Capital
405,533 $ 4,055 $5,283,204 $ 4,852,973 $
Equity
Stockholders' Noncontrolling
Interests
Total
Equity
265,005 $5,117,978
Total
Contributions from
noncontrolling interests ..............
-
-
-
-
-
-
-
-
2,721
2,721
Comprehensive income:
Net income .................................
Other comprehensive
income:
Change in unrealized
gain on marketable
securities ...........................
Change in unrealized
loss on interest rate
swaps .................................
Change in foreign
currency translation
adjustment .......................
Redeemable noncontrolling
interests ...............................................
Dividends ($0.66 per Common
Share; $1.6625 per Class F
Depositary Share, $1.9375 per
Class G Depositary Share and
$0.5798 per Class H
Depositary Share,
respectively) ......................................
Distributions to noncontrolling
interests ...............................................
Issuance of common stock ..............
Surrender of common stock ..........
Issuance of preferred stock .............
Exercise of common stock
options .................................................
142,868
-
-
-
-
-
-
142,868
18,783
161,651
-
-
-
-
37,006
-
-
-
-
-
37,006
-
37,006
(420)
-
-
-
-
-
(420)
-
(420)
35,993
-
-
-
-
-
35,993
16,856
52,849
-
-
-
-
-
-
-
(6,500)
(6,500)
(319,294)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
70
-
-
-
70
-
-
353
(78)
-
-
-
4
(1)
-
-
(319,294)
- (319,294)
-
4,426
-
169,114
-
4,430
(1)
169,184
(64,658)
-
-
-
(64,658)
4,430
(1)
169,184
-
-
616
6
8,561
8,567
-
8,567
Acquisition of noncontrolling
interests ...............................................
Amortization of equity awards .....
Balance, December 31, 2010 ........
-
-
(515,164)
-
-
(23,853)
-
-
954
-
-
954
-
-
406,424
-
-
4,064
(7,196)
11,732
5,469,841
(7,196)
11,732
4,935,842
(6,763)
-
225,444
(13,959)
11,732
5,161,286
Contributions from
noncontrolling interests ..............
-
-
-
-
-
-
-
-
1,045
1,045
Comprehensive income:
Net income .................................
Other comprehensive
income, net of tax: ............
Change in unrealized
loss on marketable
securities ...........................
Change in unrealized
gain on interest rate
swaps .................................
Change in foreign
currency translation
adjustment .......................
Redeemable noncontrolling
interests ...............................................
169,051
-
-
-
-
-
-
169,051
13,039
182,090
-
-
-
-
(4,065)
-
-
-
-
-
(4,065)
-
(4,065)
549
-
-
-
-
-
549
-
549
(80,291)
-
-
-
-
-
(80,291)
(1,937)
(82,228)
-
-
-
-
-
-
-
(6,370)
(6,370)
The accompanying notes are an integral part of these consolidated financial statements.
45
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2012, 2011 and 2010
(in thousands) (continued)
Cumulative
Distributions Accumulated
in Excess
of Net Comprehensive
Other
Income
Income
Preferred Stock
Issued Amount
Common Stock
Issued Amount
Paid-in
Capital
Total
Stockholders' Noncontrolling
Equity
Interests
Total
Equity
(356,886)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
438
(34)
(334)
-
-
5
(2)
(2)
-
(356,886)
- (356,886)
-
4,936
(579)
(6,001)
-
4,941
(581)
(6,003)
(13,827)
-
-
-
(13,827)
4,941
(581)
(6,003)
444
4
6,533
6,537
-
6,537
-
-
(702,999)
-
-
(107,660)
-
-
954
-
-
954
-
-
406,938
-
-
4,069
4,452
12,840
5,492,022
4,452
12,840
4,686,386
(23,637)
-
193,757
(19,185)
12,840
4,880,143
-
266,073
-
-
-
-
-
-
3,013
450
38,015
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,384
1,384
266,073
14,202
280,275
3,013
450
38,015
-
-
3,013
450
5,500
43,515
-
(6,337)
(6,337)
Dividends ($0.73 per Common
Share; $1.6625 per Class F
Depositary Share, $1.9375 per
Class G Depositary Share and
$1.7250 per Class H
Depositary Share,
respectively) ......................................
Distributions to noncontrolling
interests ...............................................
Issuance of common stock ..............
Surrender of common stock ..........
Repurchase of common stock ......
Exercise of common stock
options .................................................
Acquisition of noncontrolling
interests ...............................................
Amortization of equity awards .....
Balance, December 31, 2011 ........
Contributions from
noncontrolling interests ..............
Comprehensive income:
Net income .......................................
Other comprehensive income,
net of tax: ...........................................
Change in unrealized gain on
marketable securities ....................
Change in unrealized gain on
interest rate swaps ........................
Change in foreign currency
translation adjustment .................
Redeemable noncontrolling
interests ...............................................
Dividends ($0.78 per common
share; $1.0344 per Class F
Depositary Share, $1.5016 per
Class G Depositary Share,
$1.725 per Class H
Depositary Share and $1.1708
per Class I Depositary Share,
and $0.5958 per Class J
Depositary Share, and
$0.0938 per Class K
Depositary Share,
respectively) ......................................
Distributions to noncontrolling
interests ...............................................
Issuance of common stock ..............
Issuance of preferred stock .............
Surrender of common stock ..........
Repurchase of common stock ......
Exercise of common stock
options .................................................
(387,082)
-
-
-
-
-
-
-
-
-
-
32
-
-
-
-
32
-
-
-
-
1,096
-
(111)
(1,636)
-
-
11
-
(1)
(16)
-
(387,082)
- (387,082)
-
18,104
774,125
(2,072)
(30,931)
-
18,115
774,157
(2,073)
(30,947)
(15,328)
-
-
-
-
(15,328)
18,115
774,157
(2,073)
(30,947)
-
-
1,495
15
22,576
22,591
-
22,591
Acquisition of noncontrolling
interests ...............................................
Amortization of equity awards .....
Redemption of preferred stock ....
Balance, December 31, 2012 ........ $
-
-
-
(824,008) $
-
-
(884)
(95)
-
11,557
-
(635,000)
(884)
102 407,782 $ 4,078 $5,651,170 $ 4,765,160 $
(95)
11,557
(634,116)
-
-
-
-
-
-
(25,858)
-
-
(25,953)
11,557
(635,000)
167,320 $4,932,480
(66,182)
102 $
-
-
-
-
-
-
-
-
-
-
The accompanying notes are an integral part of these consolidated financial statements.
46
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flow from operating activities:
Net income .............................................................................................................................................................................. $
280,275 $
182,090
$
161,651
Adjustments to reconcile net income to net cash provided by operating activities:
Year Ended December 31,
2011
2012
2010
Depreciation and amortization ................................................................................................................................
Loss on operating/development properties held for sale/sold/transferred ......................................
Impairment charges ........................................................................................................................................................
Gain on sale of development properties............................................................................................................
Gain on sale of operating properties ....................................................................................................................
Equity in income of joint ventures, net ................................................................................................................
Gains on change in control of interests ..............................................................................................................
Equity in income from other real estate investments, net ........................................................................
Distributions from joint ventures and other real estate investments .................................................
Cash retained from excess tax benefits ..............................................................................................................
Change in accounts and notes receivable ..........................................................................................................
Change in accounts payable and accrued expenses ....................................................................................
Change in other operating assets and liabilities ..............................................................................................
Net cash flow provided by operating activities ..............................................................................
Cash flow from investing activities:
Acquisition of and improvements to operating real estate ......................................................................
Acquisition of and improvements to real estate under development ...............................................
Investment in marketable securities ......................................................................................................................
Proceeds from sale/repayments of marketable securities .........................................................................
Investments and advances to real estate joint ventures .............................................................................
Reimbursements of investments and advances to real estate joint ventures .................................
Other real estate investments ..................................................................................................................................
Reimbursements of investments and advances to other real estate investments .......................
Investment in mortgage loans receivable ...........................................................................................................
Collection of mortgage loans receivable ............................................................................................................
Other investments ..........................................................................................................................................................
Reimbursements of other investments ...............................................................................................................
Proceeds from sale of operating properties .....................................................................................................
Proceeds from sale of development properties .............................................................................................
Net cash flow (used for)/provided by investing activities ..............................................................
Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt.....................
Principal payments on rental property debt .....................................................................................................
Principal payments on construction loan financings .....................................................................................
Proceeds from mortgage/construction loan financings ...............................................................................
Proceeds from (repayment of)/borrowings under unsecured revolving
credit facilities, net ..................................................................................................................................................
Repayment of unsecured term loan/notes ........................................................................................................
Proceeds from issuance of unsecured term loan/notes .............................................................................
Financing origination costs ..........................................................................................................................................
Redemption of/distribution to noncontrolling interests .............................................................................
Dividends paid ..................................................................................................................................................................
Cash retained from excess tax benefits ..............................................................................................................
Proceeds from issuance of stock ............................................................................................................................
Redemption of preferred stock ...............................................................................................................................
Repurchase of common stock .................................................................................................................................
Net cash flow used for financing activities ..............................................................................................
262,742
-
59,569
-
(94,369)
(112,896)
(15,555)
(53,397)
194,110
-
2,940
(11,281)
(33,084)
479,054
(552,469)
(2,487)
-
156
(219,885)
187,856
(5,638)
33,720
(16,021)
63,600
(924)
11,553
449,539
-
(51,000)
(284,815)
(23,130)
(2,177)
14,776
8,559
(215,900)
400,000
(2,138)
(42,315)
(382,722)
-
796,748
(635,000)
(30,947)
(399,061)
251,139
-
32,763
(12,074)
(17,435)
(63,467)
(569)
(51,813)
163,048
-
(19,271)
(8,082)
(7,716)
448,613
(343,299)
(37,896)
-
188,003
(171,695)
63,529
(6,958)
68,881
-
19,148
(730)
20,116
135,646
44,495
(20,760)
(62,470)
(22,720)
(3,428)
20,346
112,137
(92,600)
-
(11,478)
(26,682)
(353,764)
-
6,537
-
(6,003)
(440,125)
Change in cash and cash equivalents .............................................................................................................
28,993
(12,272)
Cash and cash equivalents, beginning of period .............................................................................................................
Cash and cash equivalents, end of period ......................................................................................................................... $
112,882
141,875 $
125,154
112,882
Interest paid during the period (net of capitalized interest of $1,538, $7,086, and $14,730
respectively) ....................................................................................................................................................................................... $
226,775 $
220,270
Income taxes paid during the period ................................................................................................................................... $
2,122 $
2,606
$
$
$
247,637
57
39,121
(2,130)
(4,366)
(55,705)
-
(39,642)
162,860
(103)
(17,388)
15,811
(27,868)
479,935
(182,482)
(41,975)
(9,041)
30,455
(138,796)
85,205
(12,528)
30,861
(2,745)
27,587
(4,004)
8,792
238,746
7,829
37,904
(226,155)
(23,645)
(30,383)
13,960
(11,309)
(471,725)
449,720
(5,330)
(80,852)
(306,964)
103
177,837
-
-
(514,743)
3,096
122,058
125,154
242,033
3,278
The accompanying notes are an integral part of these consolidated financial statements.
47
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts relating to the number of buildings, square footage, tenant and occupancy data, joint venture debt average interest rates and
terms and estimated project costs are unaudited.
1. Summary of Significant Accounting Policies:
Business
Kimco Realty Corporation and subsidiaries (the "Company" or "Kimco"), affiliates and related real estate joint ventures are engaged
principally in the operation of neighborhood and community shopping centers which are anchored generally by discount department
stores, supermarkets or drugstores. The Company also provides property management services for shopping centers owned by
affiliated entities, various real estate joint ventures and unaffiliated third parties.
Additionally, in connection with the Tax Relief Extension Act of 1999 (the "RMA"), which became effective January 1, 2001, the
Company is permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a
Real Estate Investment Trust ("REIT"), so long as these activities are conducted in entities which elect to be treated as taxable
subsidiaries under the Internal Revenue Code, as amended (the "Code"), subject to certain limitations. As such, the Company,
through its wholly-owned taxable REIT subsidiaries (“TRS”), has been engaged in various retail real estate related opportunities
including (i) ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon
completion, (ii) retail real estate management and disposition services which primarily focuses on leasing and disposition strategies of
retail real estate controlled by both healthy and distressed and/or bankrupt retailers and (iii) acting as an agent or principal in
connection with tax deferred exchange transactions.
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its
properties, avoiding dependence on any single property and a large tenant base. At December 31, 2012, the Company's single
largest neighborhood and community shopping center accounted for only 1.7% of the Company's annualized base rental revenues
and only 1.2% of the Company’s total shopping center gross leasable area ("GLA"), including the proportionate share of base rental
revenues from properties in which the Company has less than a 100% economic interest. At December 31, 2012, the Company’s
five largest tenants were The Home Depot, TJX Companies, Wal-Mart, Sears Holdings and Bed Bath & Beyond, which represented
3.0%, 2.9%, 2.6%, 2.0% and 1.7%, respectively, of the Company’s annualized base rental revenues, including the proportionate share
of base rental revenues from properties in which the Company has less than a 100% economic interest.
The principal business of the Company and its consolidated subsidiaries is the ownership, management, development and operation
of retail shopping centers, including complementary services that capitalize on the Company’s established retail real estate expertise.
The Company evaluates performance on a property specific or transactional basis and does not distinguish its principal business or
group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a
single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of
America ("GAAP").
Principles of Consolidation and Estimates
The accompanying Consolidated Financial Statements include the accounts of Kimco Realty Corporation and subsidiaries (the
“Company”). The Company’s subsidiaries includes subsidiaries which are wholly-owned and all entities in which the Company has a
controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity
(“VIE”) or meets certain criteria of a sole general partner or managing member in accordance with the Consolidation guidance of
the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and
transactions have been eliminated in consolidation.
GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting
period. The most significant assumptions and estimates relate to the valuation of real estate and related intangible assets and
liabilities, equity method investments, marketable securities and other investments, including the assessment of impairments, as well
as, depreciable lives, revenue recognition, the collectability of trade accounts receivable, realizability of deferred tax assets and the
assessment of uncertain tax positions. Application of these assumptions requires the exercise of judgment as to future uncertainties,
and, as a result, actual results could differ from these estimates.
48
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Subsequent Events
The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its consolidated financial
statements.
Real Estate
Real estate assets are stated at cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating
properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and
tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and
tenant relationships), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and
estimates available at that date. Based on these estimates, the Company allocates the estimated fair value to the applicable assets
and liabilities. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one
year from the acquisition date, information regarding fair value of the assets acquired and liabilities assumed is received and estimates
are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. The Company expenses
transaction costs associated with business combinations in the period incurred.
In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and
below-market leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate
renewal options, to be paid pursuant to the leases and management’s estimate of the market lease rates and other lease provisions
(i.e., expense recapture, base rental changes, etc.) measured over a period equal to the estimated remaining term of the lease. The
capitalized above-market or below-market intangible is amortized to rental income over the estimated remaining term of the
respective leases, which includes the expected renewal option period. Mortgage debt discounts or premiums are amortized into
interest expense over the remaining term of the related debt instrument. Unit discounts and premiums are amortized into
noncontrolling interest in income, net over the period from the date of issuance to the earliest redemption date of the units.
In determining the value of in-place leases, management considers current market conditions and costs to execute similar leases in
arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating
carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental revenue during
the expected lease-up periods and costs to execute similar leases including leasing commissions, legal and other related costs based
on current market demand. The value assigned to in-place leases and tenant relationships is amortized over the estimated remaining
term of the leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs relating to that lease
would be written off.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:
Buildings and building improvements
Fixtures, leasehold and tenant improvements
(including certain identified intangible assets)
15 to 50 years
Terms of leases or useful
lives, whichever is shorter
Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which
improve and extend the life of the asset, are capitalized. The useful lives of amortizable intangible assets are evaluated each reporting
period with any changes in estimated useful lives being accounted for over the revised remaining useful life.
When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates
the sales price, net of selling costs. If, in management’s opinion, the net sales price of the asset is less than the net book value of the
asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.
On a continuous basis, management assesses whether there are any indicators, including property operating performance and
general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities)
may be impaired. A property value is considered impaired only if management’s estimate of current and projected operating cash
flows (undiscounted and unleveraged) of the property over its remaining useful life is less than the net carrying value of the property.
Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of
demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be
adjusted to an amount to reflect the estimated fair value of the property.
49
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Real Estate Under Development
Real estate under development represents both the ground-up development of neighborhood and community shopping center
projects which may be subsequently sold upon completion and projects which the Company may hold as long-term investments.
These properties are carried at cost. The cost of land and buildings under development includes specifically identifiable costs. The
capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs,
interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of
development. The Company ceases cost capitalization when the property is held available for occupancy upon substantial
completion of tenant improvements, but no later than one year from the completion of major construction activity. If, in
management’s opinion, the net sales price of assets held for resale or the current and projected undiscounted cash flows of these
assets to be held as long-term investments is less than the net carrying value, the carrying value would be adjusted to an amount that
reflects the estimated fair value of the property.
Investments in Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Company
exercises significant influence, but does not control these entities. These investments are recorded initially at cost and subsequently
adjusted for cash contributions and distributions. Earnings for each investment are recognized in accordance with each respective
investment agreement and where applicable, based upon an allocation of the investment’s net assets at book value as if the
investment was hypothetically liquidated at the end of each reporting period.
The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other joint
venture partners in neighborhood and community shopping center properties, consistent with its core business. These joint ventures
typically obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure
to losses primarily to the amount of its equity investment; and due to the lender’s exposure to losses, a lender typically will require a
minimum level of equity in order to mitigate its risk. The Company, on a limited selective basis, obtains unsecured financing for
certain joint ventures. These unsecured financings are guaranteed by the Company with guarantees from the joint venture partners
for their proportionate amounts of any guaranty payment the Company is obligated to make.
To recognize the character of distributions from equity investees the Company reviews the nature of the cash distribution to
determine the proper character of cash flow distributions as either returns on investment, which would be included in operating
activities or returns of investment, which would be included in investing activities.
On a continuous basis, management assesses whether there are any indicators, including the underlying investment property
operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures
may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the
carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred,
the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.
The Company’s estimated fair values are based upon a discounted cash flow model for each specific property that includes all
estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums.
Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be
within a reasonable range of current market rates for each respective property.
Other Real Estate Investments
Other real estate investments primarily consist of preferred equity investments for which the Company provides capital to owners
and developers of real estate. The Company typically accounts for its preferred equity investments on the equity method of
accounting, whereby earnings for each investment are recognized in accordance with each respective investment agreement and
based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of
each reporting period.
On a continuous basis, management assesses whether there are any indicators, including the underlying investment property
operating performance and general market conditions, that the value of the Company’s Other real estate investments may be
impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying
value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss
shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.
50
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company’s estimated fair values are based upon a discounted cash flow model for each specific property that includes all
estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums.
Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be
within a reasonable range of current market rates for each respective property.
Mortgages and Other Financing Receivables
Mortgages and other financing receivables consist of loans acquired and loans originated by the Company. Borrowers of these loans
are primarily experienced owners, operators or developers of commercial real estate. The Company’s loans are primarily mortgage
loans that are collateralized by real estate. Loan receivables are recorded at stated principal amounts, net of any discount or
premium or deferred loan origination costs or fees. The related discounts or premiums on mortgages and other loans purchased are
amortized or accreted over the life of the related loan receivable. The Company defers certain loan origination and commitment
fees, net of certain origination costs and amortizes them as an adjustment of the loan’s yield over the term of the related loan. The
Company reviews on a quarterly basis credit quality indicators such as (i) payment status to identify performing versus non-
performing loans, (ii) changes affecting the underlying real estate collateral and (iii) national and regional economic factors.
Interest income on performing loans is accrued as earned. A non-performing loan is placed on non-accrual status when it is probable
that the borrower may be unable to meet interest payments as they become due. Generally, loans 90 days or more past due are
placed on non-accrual status unless there is sufficient collateral to assure collectability of principal and interest. Upon the designation
of non-accrual status, all unpaid accrued interest is reserved against through current income. Interest income on non-performing
loans is generally recognized on a cash basis. Recognition of interest income on non-performing loans on an accrual basis is resumed
when it is probable that the Company will be able to collect amounts due according to the contractual terms.
The Company has determined that it has one portfolio segment, primarily represented by loans collateralized by real estate,
whereby it determines, as needed, reserves for loan losses on an asset-specific basis. The reserve for loan losses reflects
management's estimate of loan losses as of the balance sheet date. The reserve is increased through loan loss expense and is
decreased by charge-offs when losses are confirmed through the receipt of assets such as cash or via ownership control of the
underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased.
The Company considers a loan to be impaired when, based upon current information and events, it is probable that the Company
will be unable to collect all amounts due under the existing contractual terms. A reserve allowance is established for an impaired
loan when the estimated fair value of the underlying collateral (for collateralized loans) or the present value of expected future cash
flows is lower than the carrying value of the loan. An internal valuation is performed generally using the income approach to estimate
the fair value of the collateral at the time a loan is determined to be impaired. The model is updated if circumstances indicate a
significant change in value has occurred. The Company does not provide for an additional allowance for loan losses based on the
grouping of loans as the Company believes the characteristics of the loans are not sufficiently similar to allow an evaluation of these
loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated individually for impairment
purposes.
Cash and Cash Equivalents
Cash and cash equivalents (demand deposits in banks, commercial paper and certificates of deposit with original maturities of three
months or less) includes tenants' security deposits, escrowed funds and other restricted deposits of $4.0 million and $5.6 million as
of December 31, 2012 and 2011, respectively.
Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The
Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S.
federal government insured. Recoverability of investments is dependent upon the performance of the issuers.
Marketable Securities
The Company classifies its marketable equity securities as available-for-sale in accordance with the FASB’s Investments-Debt and
Equity Securities guidance. These securities are carried at fair market value with unrealized gains and losses reported in stockholders’
equity as a component of Accumulated other comprehensive income ("OCI"). Gains or losses on securities sold are based on the
specific identification method.
51
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
All debt securities are generally classified as held-to-maturity because the Company has the positive intent and ability to hold the
securities to maturity. It is more likely than not that the Company will not be required to sell the debt security before its anticipated
recovery and the Company expects to recover the security’s entire amortized cost basis even if the entity does not intend to sell.
Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to
maturity. Debt securities which contain conversion features generally are classified as available-for-sale.
On a continuous basis, management assesses whether there are any indicators that the value of the Company’s marketable securities
may be impaired, which includes reviewing the underlying cause of any decline in value and the estimated recovery period, as well as
the severity and duration of the decline. In the Company’s evaluation, the Company considers its ability and intent to hold these
investments for a reasonable period of time sufficient for the Company to recover its cost basis. A marketable security is impaired if
the fair value of the security is less than the carrying value of the security and such difference is deemed to be other-than-temporary.
To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the security over the
estimated fair value in the security.
Deferred Leasing and Financing Costs
Costs incurred in obtaining tenant leases and long-term financing, included in deferred charges and prepaid expenses in the
accompanying Consolidated Balance Sheets, are amortized on a straight-line basis, which approximates the effective interest method,
over the terms of the related leases or debt agreements, as applicable. Such capitalized costs include salaries, lease incentives and
related costs of personnel directly involved in successful leasing efforts.
Software Development Costs
Expenditures for major software purchases and software developed for internal use are capitalized and amortized on a straight-line
basis generally over a 3 to 5 year period. The Company’s policy provides for the capitalization of external direct costs of materials
and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes
certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The
amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs
associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are
expensed as incurred. As of December 31, 2012 and 2011, the Company had unamortized software development costs of $26.8
million and $23.8 million, respectively. The Company incurred $5.5 million, $3.1 million and $1.9 million in amortization of software
development costs during the years ended December 31, 2012, 2011 and 2010, respectively.
Revenue Recognition and Accounts Receivable
Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases. Certain of
these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are
recognized once the required sales level is achieved. Rental income may also include payments received in connection with lease
termination agreements. In addition, leases typically provide for reimbursement to the Company of common area maintenance costs,
real estate taxes and other operating expenses. Operating expense reimbursements are recognized as earned.
Management and other fee income consists of property management fees, leasing fees, property acquisition and disposition fees,
development fees and asset management fees. These fees arise from contractual agreements with third parties or with entities in
which the Company has a noncontrolling interest. Management and other fee income, including acquisition and disposition fees, are
recognized as earned under the respective agreements. Management and other fee income related to partially owned entities are
recognized to the extent attributable to the unaffiliated interest.
Gains and losses from the sale of depreciated operating property and ground-up development projects are generally recognized
using the full accrual method in accordance with the FASB’s real estate sales guidance, provided that various criteria relating to the
terms of sale and subsequent involvement by the Company with the properties are met.
Gains and losses on transfers of operating properties result from the sale of a partial interest in properties to unconsolidated joint
ventures and are recognized using the partial sale provisions of the FASB’s real estate sales guidance.
The Company makes estimates of the uncollectability of its accounts receivable related to base rents, straight-line rent, expense
reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit
worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants
in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition
claims. The Company’s reported net earnings are directly affected by management’s estimate of the collectability of accounts
receivable.
52
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Income Taxes
The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal income tax purposes.
Accordingly, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at
least the amount of its REIT taxable income as defined under Section 856 through 860 of the Code.
In connection with the RMA, which became effective January 1, 2001, the Company is permitted to participate in certain activities
which it was previously precluded from in order to maintain its qualification as a REIT, so long as these activities are conducted by
entities which elect to be treated as taxable REIT subsidiaries under the Code. As such, the Company is subject to federal and state
income taxes on the income from these activities. The Company is also subject to local taxes on certain non-U.S. investments.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are
measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or
settled. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets
to be more likely than not.
The Company reviews the need to establish a valuation allowance against deferred tax assets on a quarterly basis. The review
includes an analysis of various factors, such as future reversals of existing taxable temporary differences, the capacity for the
carryback or carryforward of any losses, the expected occurrence of future income or loss and available tax planning strategies.
The Company applies the FASB’s guidance relating to uncertainty in income taxes recognized in a company’s financial statements.
Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits
recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty
percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also
provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods.
Foreign Currency Translation and Transactions
Assets and liabilities of the Company’s foreign operations are translated using year-end exchange rates, and revenues and expenses
are translated using exchange rates as determined throughout the year. Gains or losses resulting from translation are included in
OCI, as a separate component of the Company’s stockholders’ equity. Gains or losses resulting from foreign currency transactions
are translated to local currency at the rates of exchange prevailing at the dates of the transactions. The effect of the transactions gain
or loss is included in the caption Other expense, net in the Consolidated Statements of Income.
Derivative/Financial Instruments
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally
manages its exposures to a wide variety of business and operational risk through management of its core business activities. The
Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and
duration of its debt funding and the use of derivative financial instruments. Specifically, the Company may use derivatives to manage
exposures that arise from changes in interest rates, foreign currency exchange rate fluctuations and market value fluctuations of
equity securities. The Company limits these risks by following established risk management policies and procedures including the use
of derivatives.
The Company measures its derivative instruments at fair value and records them in the Consolidated Balance Sheet as an asset or
liability, depending on the Company’s rights or obligations under the applicable derivative contract. The accounting for changes in the
fair value of the derivatives depends on the intended use of the derivative, whether the Company has elected to designate a
derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria
necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of
an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of
forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency
exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or
loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that
are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow
53
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though
hedge accounting does not apply or the Company elects not to apply hedge accounting under the Derivatives and Hedging guidance
issued by the FASB.
The effective portion of the changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in OCI
and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Any ineffective
portion of the change in fair value of the derivatives is recognized directly in earnings. During 2012, 2011 and 2010, the Company
had no hedge ineffectiveness.
Noncontrolling Interests
The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities
from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own
in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the
Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the
noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income.
Noncontrolling interests also includes amounts related to partnership units issued by consolidated subsidiaries of the Company in
connection with certain property acquisitions. These units have a stated redemption value or a defined redemption amount based
upon the trading price of the Company’s common stock and provides the unit holders various rates of return during the holding
period. The unit holders generally have the right to redeem their units for cash at any time after one year from issuance. For
convertible units, the Company typically has the option to settle redemption amounts in cash or common stock.
The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity
guidance. Units which embody an unconditional obligation requiring the Company to redeem the units for cash at a specified or
determinable date (or dates) or upon an event that is certain to occur are determined to be mandatorily redeemable under this
guidance and are included as Redeemable noncontrolling interest and classified within the mezzanine section between Total liabilities
and Stockholders’ equity on the Company’s Consolidated Balance Sheets. Convertible units for which the Company has the option
to settle redemption amounts in cash or Common Stock are included in the caption Noncontrolling interest within the equity
section on the Company’s Consolidated Balance Sheets.
Earnings Per Share
The following table sets forth the reconciliation of earnings and the weighted-average number of shares used in the calculation of
basic and diluted earnings per share (amounts presented in thousands, except per share data):
For the year ended December 31,
2011
2010
2012
Computation of Basic Earnings Per Share:
Income from continuing operations ......................................................................... $
Total net gain on transfer or sale of operating properties, net .................
Net income attributable to noncontrolling interests.......................................
Discontinued operations attributable to noncontrolling interests ...........
Preferred stock redemption costs .............................................................................
Preferred stock dividends ...............................................................................................
Income from continuing operations available to the common
shareholders ................................................................................................................
Earnings attributable to unvested restricted shares .........................................
Income from continuing operations attributable to common
shareholders ................................................................................................................
Income from discontinued operations attributable to the Company....
Net income attributable to the Company’s common shareholders for
$
211,978
4,299
(14,202)
1,731
(21,703)
(71,697)
110,406
(1,221)
109,185
62,267
158,977 $
108
(13,039)
1,384
-
(59,363)
88,067
(608)
87,459
21,621
120,122
2,377
(18,783)
5,288
-
(51,346)
57,658
(375)
57,283
33,864
basic earnings per share ........................................................................................ $
171,452 $
109,080 $
91,147
Weighted average common shares outstanding ...............................................
405,997
406,530
405,827
54
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Basic Earnings Per Share Attributable to the Company’s Common
Shareholders:
Income from continuing operations .......................................................................... $
Income from discontinued operations .....................................................................
Net income ............................................................................................................................. $
0.27
0.15
0.42
$
$
0.22 $
0.05
0.27 $
0.14
0.08
0.22
Computation of Diluted Earnings Per Share:
Income from continuing operations attributable to common
shareholders ................................................................................................................. $
Income from discontinued operations attributable to the Company.....
Net income attributable to common shareholders for diluted earnings
109,185 $
62,267
87,459 $
21,621
57,283
33,864
per share ......................................................................................................................... $
171,452 $
109,080 $
91,147
Weighted average common shares outstanding – basic................................
Effect of dilutive securities(a):
Equity awards ...............................................................................................................
Shares for diluted earnings per common share ..................................................
405,997
692
406,689
406,530
1,139
407,669
405,827
374
406,201
Diluted Earnings Per Share Attributable to the Company’s Common
Shareholders:
Income from continuing operations .......................................................................... $
Income from discontinued operations .....................................................................
Net income ............................................................................................................................. $
0.27
0.15
0.42
$
$
0.21 $
0.06
0.27 $
0.14
0.08
0.22
(a) The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Income
from continuing operations per share. Accordingly, the impact of such conversions has not been included in the determination
of diluted earnings per share calculations. Additionally, there were 11,159,160, 13,304,016 and 12,085,874, stock options that
were not dilutive as of December 31, 2012, 2011 and 2010, respectively.
The Company's unvested restricted share awards contain non-forfeitable rights to distributions or distribution equivalents. The
impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby
earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares'
participation rights in undistributed earnings.
Stock Compensation
The Company maintains two equity participation plans, the Second Amended and Restated 1998 Equity Participation Plan (the
“Prior Plan”) and the 2010 Equity Participation Plan (the “2010 Plan”) (collectively, the “Plans”). The Prior Plan provides for a
maximum of 47,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options and restricted
stock grants. The 2010 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be issued for
qualified and non-qualified options, restricted stock, performance awards and other awards, plus the number of shares of common
stock which are or become available for issuance under the Prior Plan and which are not thereafter issued under the Prior Plan,
subject to certain conditions. Unless otherwise determined by the Board of Directors at its sole discretion, options granted under
the Plans generally vest ratably over a range of three to five years, expire ten years from the date of grant and are exercisable at the
market price on the date of grant. Restricted stock grants generally vest (i) 100% on the fourth or fifth anniversary of the grant, (ii)
ratably over three or four years, (iii) over three years at 50% after two years and 50% after the third year or (iv) over ten years at
20% per year commencing after the fifth year. Performance share awards may provide a right to receive shares of restricted stock
based on the Company’s performance relative to its peers, as defined, or based on other performance criteria as determined by the
Board of Directors. In addition, the Plans provide for the granting of certain options and restricted stock to each of the Company’s
non-employee directors (the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock
awards in lieu of directors’ fees.
The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share
based payments to employees, be recognized in the Statement of Income over the service period based on their fair values. Fair
value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo
method, both of which are intended to estimate the fair value of the awards at the grant date (see Footnote 21 for additional
disclosure on the assumptions and methodology).
55
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
New Accounting Pronouncements
In May 2011, the FASB issued ASU 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRS (“ASU 2011-04”). ASU 2011-04 is intended to improve comparability of fair value
measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial
Reporting Standards (“IFRS”). The amendments are of two types: (i) those that clarify the Board’s intent about the application of
existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for
measuring fair value or for disclosing information about fair value measurements. The update is effective for annual periods beginning
after December 15, 201l. The Company’s adoption of this guidance did not have a material impact on its financial statement
presentation.
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income
(“ASU 2011-05”). The amendments in this ASU require an entity to present the total of comprehensive income, the components of
net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income
or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other
comprehensive income as part of the statement of equity. In December 2011, the FASB deferred portions of this update in its
issuance of Accounting Standards Update No. 2011-12 (“ASU 2011-12”), Comprehensive Income (Topic 220): Deferral of the
Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income
in ASU 2011-05. The amendment requires that all non-owner changes in stockholders’ equity be presented in either a single
continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-12 defers only those
changes in ASU 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive
income. ASU 2011-05 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15,
2011, with early adoption permitted, but full retrospective application is required. The adoption of ASU 2011-05 and ASU 2011-12
did not have a material impact on the Company’s financial statement presentation.
In January 2013, the FASB released ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive
Income (“ASU 2013-02”). This guidance is the culmination of the board’s redeliberation on reporting reclassification adjustments
from accumulated other comprehensive income. The standard requires that companies present either in a single note or
parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of
accumulated other comprehensive income based on its source (e.g., the release due to cash flow hedges from interest rate
contracts) and the income statement line items affected by the reclassification (e.g., interest income or interest expense). If a
component is not required to be reclassified to net income in its entirety (e.g., the net periodic pension cost), companies would
instead cross reference to the related footnote for additional information (e.g., the pension footnote). The new requirements will
take effect for public companies in interim and annual reporting periods beginning after December 15, 2012. The adoption of ASU
2013-02 is not expected to have a material impact on the Company’s financial statement presentation.
In November 2011, the FASB issued ASU 2011-10, Property, Plant and Equipment (Topic 360): Derecognition of in Substance Real
Estate - a Scope Clarification (a consensus of the FASB Emerging Issues Task Force) (“ASU 2011-10”). ASU 2011-10 requires a
parent company that ceases to have a controlling financial interest in a subsidiary that is in substance real estate because the
subsidiary has defaulted on its nonrecourse debt should use the FASB’s Real Estate guidance to determine whether to derecognize
the in substance real estate entities. ASU 2011-10 is effective for reporting periods beginning on or after June 15, 2012. The
adoption of ASU 2011-10 did not have a material impact on the Company’s financial position or results of operations.
In December 2011, the FASB released ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities
(“ASU 2011-11”). ASU 2011-11 requires companies to provide new disclosures about offsetting and related arrangements for
financial instruments and derivatives. The provisions of ASU 2011-11 are effective for annual reporting periods beginning on or after
January 1, 2013, and are required to be applied retrospectively. The adoption of ASU 2011-11 will not have a material impact on the
Company’s financial statement presentation.
Reclassifications
Certain reclassifications have been made to previously reported amounts to conform to the current year presentation. Specifically,
the Company reclassified amounts relating to rent security deposits from Accounts payable and accrued expenses to Other
liabilities. Additionally, the Company is presenting on its Consolidated Statements of Income its provision for doubtful accounts,
which was previously included in Revenues from rental properties, as a separate line item included in Operating expenses as well as
certain other immaterial reclassifications.
56
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
2. Impairments:
Management assesses on a continuous basis whether there are any indicators, including property operating performance and general
market conditions, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be
impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the
estimated fair value of the asset.
Real estate market conditions, including capitalization rates, discount rates and vacancies continued to improve throughout 2011 and
2012; however, declines in certain real estate markets continued to have a negative effect on transactional activity as it related to
dispositions of select real estate assets. This factor, in addition to the Company’s efforts to market certain assets and management’s
assessment as to the likelihood and timing of such potential transactions caused the Company to recognize impairment charges for
the years ended December 31, 2012, 2011 and 2010 as follows (in millions):
Impairment of property carrying values (including amounts within
discontinued operations) ............................................................................. $
Real estate under development ..............................................................................
Investments in other real estate investments...................................................
Marketable securities and other investments ...................................................
Investments in real estate joint ventures ............................................................
Total gross impairment charges ...............................................................
Noncontrolling interests ..............................................................................................
Income tax benefit ..........................................................................................................
Total net impairment charges.................................................................... $
2012
2011
2010
56.9 $
-
2.7
-
-
59.6
(0.4)
(10.6)
48.6 $
22.8 $
-
3.3
1.6
5.1
32.8
0.7
(4.5)
29.0 $
8.7
11.7
13.4
5.3
-
39.1
(0.1)
(7.6)
31.4
In addition to the impairment charges above, the Company recognized pretax impairment charges during 2012, 2011 and 2010 of
$11.1 million, $14.1 million, and $28.3 million, respectively, relating to certain properties held by various unconsolidated joint
ventures in which the Company holds noncontrolling interests. These impairment charges are included in Equity in income of joint
ventures, net in the Company’s Consolidated Statements of Income.
The Company will continue to assess the value of its assets on an on-going basis. Based on these assessments, the Company may
determine that one or more of its assets may be impaired due to a decline in value and would therefore write-down its cost basis
accordingly (see Footnotes 6, 8, 9, 11, and 12).
3. Real Estate:
The Company’s components of Rental property consist of the following (in thousands):
Land ............................................................................................................................................... $
Undeveloped land .................................................................................................................
Buildings and improvements:
Buildings ...................................................................................................................
Building improvements ....................................................................................
Tenant improvements .....................................................................................
Fixtures and leasehold improvements ....................................................
Other rental property (1) ..............................................................................
Accumulated depreciation and amortization..........................................................
Total .......................................................................................................................... $
December 31,
2012
1,927,800 $
96,500
2011
1,847,770
97,275
4,607,931
1,091,810
708,626
59,690
357,667
8,850,024
(1,745,462)
7,104,562 $
4,513,339
1,024,514
715,951
56,827
335,859
8,591,535
(1,693,090)
6,898,445
(1) At December 31, 2012 and 2011, Other rental property (net of accumulated amortization of $212.9 million and $180.7 million,
respectively), consisted of intangible assets including (i) $237,166 and $213,915, respectively, of in-place leases, (ii) $21,335 and
$21,444, respectively, of tenant relationships, and (iii) $99,166 and $100,500, respectively, of above-market leases.
57
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
In addition, at December 31, 2012 and 2011, the Company had intangible liabilities relating to below-market leases from property
acquisitions of $167.2 million and $165.0 million, respectively, net of accumulated amortization of $138.3 million and $120.5 million,
respectively. These amounts are included in the caption Other liabilities in the Company’s Consolidated Balance Sheets. The
Company’s amortization expense associated with the above mentioned intangible assets and liabilities for the years ended
December 31, 2012, 2011 and 2010 was $15.4 million, $15.2 million and $12.6 million, respectively. The estimated net amortization
expense associated with the Company’s intangible assets and liabilities for the next five years are as follows (in millions): 2013, $9.6;
2014, $1.7; 2015, $(0.8); 2016, $(3.4) and 2017, $(3.0).
4. Property Acquisitions, Developments and Other Investments:
Operating property acquisitions, ground-up development costs and other investments have been funded principally through the
application of proceeds from the Company's public equity and unsecured debt issuances, proceeds from mortgage and construction
financings and availability under the Company’s revolving lines of credit.
Acquisition of Operating Properties –
During the year ended December 31, 2012, the Company acquired 24 operating properties, 69 net leased parcels and five
outparcels, in separate transactions as follows (in thousands):
Location
Property Name
Woodbridge S.C. ................................. Sugarland, TX
Bell Camino Center ............................ Sun City, AZ
31 parcels (2) ......................................... Various
1 parcel (3) .............................................. Duncan, SC
Olympia West Outparcel ................ Olympia, WA
Frontier Village (1) ............................... Lake Stevens, WA
Silverdale S.C. (1) ................................. Silverdale, WA
30 parcels (2) ......................................... Various
1 parcel (3) .............................................. Peru, IL
Towson Place (4) ................................. Towson, MD
Prien Lake Outparcel ......................... Lake Charles, LA
Devon Village ......................................... Devon, PA
4 Properties ............................................. Various, NC
Lake Jackson (5) .................................... Lake Jackson, TX
Woodlawn S.C. ..................................... Charlotte, NC
Columbia Crossing - 2
Outparcels ............................................... Columbia, MD
Pompano Beach (6) ............................ Pompano Beach, FL
6 Parcels (2) ............................................ Various
Wilton S.C. .............................................. Wilton, CT
Hawthorne Hills S. C. ........................ Vernon Hills, IL
Greeley Shopping Center (7)........ Greeley, CO
Savi Ranch Center Phase II ............. Yorba Linda, CA
Wild Lake Plaza Outparcel ............. Columbia, MD
City Heights Retail Village ................ San Francisco, CA
Snowden Square (8) .......................... Columbia, MD
“Key Food” Portfolio
(5 properties) ......................................... Various, NY
Month
Acquired
Jan-12
Jan-12
Jan-12
Jan-12
Feb-12
Mar-12
Mar-12
Mar-12
Mar-12
Apr-12
May-12
Jun-12
Jun-12
Jul-12
Jul-12
Jul-12
Jul-12
Jul-12
Aug-12
Aug-12
Oct-12
Oct-12
Nov-12
Nov-12
Dec-12
Purchase Price
Debt
Cash
Assumed
Total
GLA*
$
$
9,000
4,185
30,753
1,048
1,200
12,231
8,335
39,493
995
69,375
1,800
28,550
63,750
5,500
7,050
11,060
12,180
8,111
18,800
15,974
23,250
34,500
300
15,600
6,182
$
-
4,210
-
-
-
30,900
24,000
-
-
57,625
-
-
-
-
-
-
-
-
20,900
21,563
-
-
-
20,000
-
9,000
8,395
30,753
1,048
1,200
43,131
32,335
39,493
995
127,000
1,800
28,550
63,750
5,500
7,050
11,060
12,180
8,111
39,700
37,537
23,250
34,500
300
35,600
6,182
97
63
83
3
6
195
170
107
4
680
8
79
368
35
137
69
81
19
96
193
139
161
75
109
50
Dec-12
Total
26,058
$ 455,280
$
-
179,198
26,058
$ 634,478
59
3,086
* Gross leasable area ("GLA")
(1) These properties were acquired from a joint venture in which the Company has a 15% noncontrolling interest. The Company evaluated these
transactions pursuant to the FASB’s Consolidation guidance and as such recognized an aggregate gain of $2.0 million from the fair value
adjustment associated with its original ownership due to a change in control.
(2) Acquired an aggregate of 67 parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 99.1%
controlling interest. During July 2012, the Company purchased the remaining 0.9% interest for $0.7 million.
(3) Acquired an aggregate of two parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 92.0%
controlling interest. During July 2012, the Company sold 4% of its interest for $0.1 million. The Company continues to have a controlling
interest in the joint venture and therefore continues to consolidate this investment.
58
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(4) This property was acquired from a joint venture in which the Company had a 30% noncontrolling interest. The Company evaluated this
transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $12.1 million from the fair value adjustment
associated with its original ownership due to a change in control. In addition, the Company recognized promote income of $1.1 million in
connection with this transaction. The promote income is included in Equity in income of joint ventures, net on the Company’s Consolidated
Statements of Income. Additionally, the debt assumed in connection with this transaction of $57.6 million was repaid in May 2012.
(5) The Company acquired this property from a preferred equity investment in which the Company held a noncontrolling interest. The Company
evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss
recognized.
(6) This property was acquired from a joint venture in which the Company had a 50% noncontrolling interest. The Company evaluated this
transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized.
(7) This property was acquired from a joint venture in which the Company has an 11% noncontrolling interest. The Company evaluated this
transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $0.4 million from the fair value adjustment
associated with its original ownership due to a change in control.
(8) This property was acquired from a joint venture in which the Company has a 50% noncontrolling interest. The Company evaluated this
transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $1.0 million from the fair value adjustment
associated with its original ownership due to a change in control.
During the year ended December 31, 2011, the Company acquired 19 operating properties, a land parcel and an outparcel, in
separate transactions as follows (in thousands):
Property Name
Location
Columbia Crossing .............................. Columbia, MD
Turnpike Plaza ........................................ Huntington Station, NY
Center Court ......................................... Pikesville, MD
Flowery Branch ...................................... Flowery Branch, GA
Garden State Pavilions ...................... Cherry Hill, NJ
Village Crossroads ............................... Phoenix, AZ
University Town Center(1) ............ Pensacola, FL
Gateway Station(2) ............................. Burleson, TX
Park Hill Plaza .........................................
Island Gate ...............................................
Village Center West ...........................
Belleville Road S.C.(3) ........................ Fairview Heights, IL
Grand Oaks Village .............................
Market at Southpark ...........................
Jetton Village Shoppes .......................
Brennan Station .....................................
Woodruff Outparcel(4) ................... Woodruff, SC
Westridge Square ................................
Highlands Ranch ...................................
North Valley Plaza ...............................
College Park S.C. ..................................
Greensboro, NC
Highland Ranch, CO
Peoria, AZ
Tempe, AZ
Miami, FL
Corpus Christi, TX
Highlands Ranch, CO
Orlando, FL
Littleton, CO
Charlotte, NC
Raleigh, NC
Purchase Price
Debt
Cash
Assumed
Total
GLA*
$
Month
Acquired
Jan-11
Feb-11
Mar-11
April-11
June-11
July-11
Aug-11
Sept-11
Sept-11
Oct-11
Oct-11
Oct-11
Nov-11
Nov-11
Nov-11
Nov-11
Nov-11
Nov-11
Nov-11
Dec-11
Dec-11
4,100
7,920
9,955
4,427
18,250
29,240
17,750
6,625
17,251
8,750
3,995
1,900
19,051
30,000
5,110
20,225
1,183
26,125
7,035
7,260
10,500
Total $ 256,652
$
$
$
-
-
15,445
9,273
-
-
-
18,832
8,199
-
6,105
-
5,949
-
8,250
9,125
-
-
20,599
16,135
-
4,100
7,920
25,400
13,700
18,250
29,240
17,750
25,457
25,450
8,750
10,100
1,900
25,000
30,000
13,360
29,350
1,183
26,125
27,634
23,395
10,500
117,912 $ 374,564
31
53
106
93
257
185
101
280
112
60
30
-
86
190
81
136
119
215
123
168
62
2,488
* Gross leasable area ("GLA")
(1) This property was acquired from a joint venture in which the Company has a 13.4% noncontrolling interest. The Company evaluated this
transaction pursuant to the FASB’s Consolidation guidance and as such recorded a gain of $0.6 million from the fair value adjustment associated
with its original 13.4% ownership due to a change in control.
(2) The Company purchased the leasehold improvements at this property for which it previously owned the land.
(3) The Company acquired the land at this site for which it previously held a ground lease.
(4) The Company purchased this out parcel next to an existing property that the Company previously owned.
59
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The aggregate purchase price of the above 2012 and 2011 property acquisitions have been allocated as follows (in thousands):
Land ............................................................................................................................................... $
Buildings .......................................................................................................................................
Below Market Rents .............................................................................................................
Above Market Rents ............................................................................................................
In-Place Leases .........................................................................................................................
Building Improvements ........................................................................................................
Tenant Improvements .........................................................................................................
Mortgage Fair Value Adjustment ...................................................................................
$
2012
2011
196,219 $
319,955
(40,375)
14,977
31,248
99,092
19,327
(5,965)
634,478 $
104,824
174,129
(16,958)
12,345
20,031
72,979
14,110
(6,896)
374,564
Additionally, during the years ended December 31, 2012 and 2011, the Company acquired the remaining interest in six and two
previously consolidated joint ventures for $12.0 million and $0.2 million, respectively. Also during 2011, the Company acquired
additional interests in two separate consolidated joint ventures for an aggregate cost of $9.7 million. The Company continues to
consolidate these entities as there was no change in control from these transactions. The purchase of the remaining and additional
partnership interests resulted in an aggregate decrease in noncontrolling interest of $10.4 million and $13.0 million for the years
ended December 31, 2012 and 2011, respectively, and an aggregate decrease of $0.3 million and an aggregate increase of $3.6
million to the Company’s Paid-in capital, during 2012 and 2011, respectively.
Ground-Up Development -
The Company is engaged in ground-up development projects, which will be held as long-term investments by the Company. As of
December 31, 2012, the Company had in progress a total of three ground-up development projects, consisting of two located in the
U.S. and one located in Peru.
During 2011, the Company acquired a land parcel located in Lima, Peru through a newly formed joint venture in which the
Company has a 95% controlling ownership interest for a purchase price of 6.8 million Peruvian Sols (USD $2.5 million). This parcel
will be developed into a grocery anchored shopping center.
Kimsouth -
Kimsouth Realty Inc. (“Kimsouth”) is a wholly-owned subsidiary of the Company that holds a 13.4% noncontrolling interest in a joint
venture which owns a portion of Albertson’s Inc. During 2012, the joint venture distributed $50.3 million of which the Company
received $6.9 million, which was recognized as income from cash received in excess of the Company’s investment, before income
tax. During 2011, the joint venture distributed $100.0 million of which the Company received $13.9 million, which was recognized as
income from cash received in excess of the Company’s investment, before income tax. The income for both 2012 and 2011 was
included in Equity in income from other real estate investments, net on the Company’s Consolidated Statements of Income.
FNC Realty Corporation –
During 2011, the Company acquired an additional 12.48% interest in FNC Realty Corporation (“FNC”) for $12.4 million, which
increased the Company’s total controlling ownership interest to 69.08%. During 2012, the Company acquired an additional 13.62%
interest in FNC for $15.3 million, which increased the Company’s total ownership interest to 82.70%. The Company had previously
and continues to consolidate FNC. Since there was no change in control from these transactions, the purchase of the additional
interest resulted in an increase to the Company’s Paid-in capital of $0.1 million and $1.0 million during 2012 and 2011, respectively.
5. Dispositions of Real Estate:
Operating Real Estate –
During 2012, the Company disposed of 62 operating properties and two outparcels, in separate transactions, for an aggregate sales
price of $418.9 million. These transactions, which are included in discontinued operations, resulted in an aggregate pre-tax gain of
$85.9 million and aggregate impairment charges of $22.5 million, before income taxes. The Company provided seller financing in
connection with the sale of one of the operating properties for $4.2 million, which bears interest at a rate of 6.0% and matures in
November 2013. The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the
criteria for sale recognition were met.
60
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Additionally, during 2012, the Company disposed of four land parcels and two outparcels for an aggregate sales price of $7.1 million
and recognized an aggregate gain of $2.0 million and aggregate impairment charges of $0.3 million related to these transactions. The
gains from these transactions are recorded as other income, which is included in Other expense, net, and the impairment charges
have been recorded as Impairment charges in the Company’s Consolidated Statements of Income. The Company provided seller
financing in connection with the sale of one of the land parcels for $1.8 million, which bears interest at a rate of 6.5% for the first six
months and 7.5% for the remaining term and is scheduled to mature in March 2013. The Company evaluated this transaction
pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition were met.
Also, during 2012, the Company sold a land parcel in San Juan del Rio, Mexico for a sales price of 24.3 million Mexican Pesos
(“MXN”) (USD $1.9 million). The Company recognized a gain of MXN 5.7 million (USD $0.4 million) on this transaction. The gain
from this transaction is recorded as other income, which is included in Other expense, net, in the Company’s Consolidated
Statements of Income.
During 2012, the Company sold a previously consolidated operating property to a newly formed unconsolidated joint venture in
which the Company has a 20% noncontrolling interest for a sales price of $55.5 million. This transaction resulted in a pre-tax gain of
$10.0 million, of which the Company deferred $2.0 million due to its continued involvement. This gain has been recorded as Gain
on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income.
During 2011, the Company disposed of 27 operating properties, one development property and one outparcel, in separate
transactions, for an aggregate sales price of $124.9 million. These transactions, which are included in discontinued operations,
resulted in an aggregate gain of $17.3 million and aggregate impairment charges of $16.9 million, before an income tax benefit and
noncontrolling interest. The Company provided seller financing aggregating $11.9 million on three of these transactions which bear
interest at rates ranging from 5.50% to 8.00% per annum and have maturities ranging from one to seven years. The Company
evaluated these transactions pursuant to the FASB’s real estate sales guidance to determine sale and gain recognition.
Additionally, during 2011 the Company disposed of a portion of an operating property and a land parcel, in separate transactions, for
an aggregate sales price of $5.4 million. These transactions resulted in aggregate impairment charges of $1.6 million which is included
in Impairment charges, on the Company’s Consolidated Statements of Income.
Also, during 2011, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for
a sales price of $6.1 million. As a result of this capital transaction, the Company received $1.4 million of profit participation, before
noncontrolling interest of $0.1 million. This profit participation has been recorded as Income from other real estate investments and
is reflected in Income from discontinued operating properties in the Company’s Consolidated Statements of Income.
During 2011, the Company transferred an operating property for a sales price of $23.9 million to a newly formed unconsolidated
joint venture in which the Company has a noncontrolling interest. This transaction resulted in a gain of $0.4 million, of which the
Company deferred $0.1 million due to its continued involvement.
During 2010, the Company (i) sold seven operating properties, which were previously consolidated, to two new joint ventures in
which the Company holds noncontrolling equity interests for an aggregate sales price of $438.1 million including the assignment of
$159.9 million of non-recourse mortgage debt encumbering three of the properties and (ii) disposed of, in separate transactions,
seven operating properties for an aggregate sales price of $100.5 million including the assignment of $81.0 million of non-recourse
mortgage debt encumbering one of the properties. These transactions resulted in aggregate gains of $4.4 million and aggregate
losses/impairments of $5.0 million.
Additionally, during 2010, the Company disposed of (i) three properties, in separate transactions, for an aggregate sales price of
$23.8 million and (ii) five properties from a consolidated joint venture in which the Company had a preferred equity investment for
a sales price of $40.8 million. These transactions resulted in an aggregate profit participation of $20.8 million, before income tax of
$1.0 million and noncontrolling interest of $4.9 million. This profit participation has been recorded as Income from other real estate
investments and is reflected in Income from discontinued operating properties, net of tax in the Company’s Consolidated
Statements of Income.
During 2010, the Company also disposed of, in separate transactions, nine land parcels for an aggregate sales price of $25.6 million
which resulted in an aggregate gain of $3.4 million. This gain is included in Other expense, net in the Company’s Consolidated
Statements of Income.
61
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Ground-up Development –
During 2011, the Company transferred a merchant building property for a sales price of $37.6 million to a newly formed
unconsolidated joint venture in which the Company has a noncontrolling interest. This transaction resulted in an aggregate gain of
$14.2 million, before income tax expense, of which the Company deferred $2.1 million due to its continued involvement.
During 2010, the Company disposed of a land parcel for a sales price of $0.8 million resulting in a gain of $0.4 million. Additionally,
the Company recognized $1.7 million in income on previously sold development properties during the year ended December 31,
2010.
6. Adjustment of Property Carrying Values and Real Estate Under Development:
Impairments –
During 2012, the Company recognized an aggregate impairment charge of $34.1 million, before income tax benefit of $10.7 million,
relating to its investment in four operating properties, which are included in Impairment charges in the Company’s Consolidated
Statements of Income. The aggregate book value of these properties was $86.6 million. The estimated aggregate fair value of these
properties is based upon purchase price offers and comparable sales information aggregating $52.5 million (see footnote 16 for
additional disclosure on fair value). These impairment charges resulted from the Company’s efforts to market certain assets and
management’s assessment as to the likelihood and timing of such potential transactions.
During 2011, the Company recognized an aggregate impairment charge of $3.9 million, before income tax benefit of $1.1 million,
relating to its investment in two operating properties and one land parcel. The aggregate book value of these properties was $9.2
million. The estimated aggregate fair value of these properties was based upon purchase prices and purchase price offers aggregating
$5.3 million. These impairment charges resulted from the Company’s efforts to market certain assets and management’s assessment
as to the likelihood and timing of such potential transactions.
During 2010, the Company recognized an aggregate impairment charge of $8.7 million, of which $5.2 million is classified as
discontinued operations on the Company’s Consolidated Statement of Income, relating to its investment in seven properties. Four of
these properties were sold during 2010 and one of these properties was classified as held-for-sale as of December 31, 2010. The
estimated individual fair value of these properties was based upon purchase prices and current purchase price offers. These
impairments were primarily due to declines in real estate fundamentals along with adverse changes in local market conditions and
the uncertainty of their recovery.
Additionally, during 2010, the Company had determined that one of its unconsolidated joint ventures’ ground-up development
projects, located in Miramar, FL, estimated recoverable value will not exceed its estimated cost. As a result, the Company recorded a
pre-tax other-than-temporary impairment on its investment of $11.7 million, representing the excess of the investment’s carrying
value over its estimated fair value. The Company’s estimated fair value was based upon projected operating cash flows (discounted
and unleveraged) of the property over its specified holding period. Such cash flow projections consider factors such as expected
future operating income, trends and prospects, as well as the effects of demand, competition and other factors. Capitalization rates
and discount rates utilized in this model were based upon rates that the Company believes to be within a reasonable range of
current market rates for the respective properties.
7. Discontinued Operations and Assets Held-for-Sale:
The Company reports as discontinued operations assets held-for-sale as of the end of the current period and assets sold during the
period. All results of these discontinued operations are included in a separate component of income on the Consolidated
Statements of Income under the caption Discontinued operations. This has resulted in certain reclassifications of 2012, 2011 and
2010 financial statement amounts.
62
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The components of Income from discontinued operations for each of the three years in the period ended December 31, 2012, are
shown below. These include the results of Income through the date of each respective sale for properties sold during 2012, 2011
and 2010, and the operations for the applicable periods for those assets classified as held-for-sale as of December 31, 2012 (in
thousands):
Discontinued operations:
Revenues from rental property ............................................................................... $
Rental property expenses ...........................................................................................
Depreciation and amortization ................................................................................
Interest expense ..............................................................................................................
Income from other real estate investments ......................................................
Other expense, net ........................................................................................................
Income from discontinued operating properties,
before income taxes ............................................................................................
Loss on operating properties sold, before income taxes..........................
Impairment of property carrying value, before income taxes.................
Gain on disposition of operating properties, before income taxes .....
(Provision)/ benefit for income taxes ...................................................................
Income from discontinued operating properties ...........................................
Net income attributable to noncontrolling interests ...................................
Income from discontinued operations attributable
2012
2011
2010
27,155 $
(10,069)
(13,249)
(997)
13
(212)
2,641
-
(22,458)
85,894
(2,079)
63,998
(1,731)
65,783 $
(24,144)
(19,427)
(1,848)
2,000
(114)
22,250
-
(19,698)
17,327
3,126
23,005
(1,384)
96,794
(33,015)
(30,431)
(9,429)
20,781
(760)
43,940
(35)
(6,460)
1,981
(274)
39,152
(5,288)
to the Company .................................................................................................... $
62,267 $
21,621 $
33,864
During 2012, the Company classified as held-for-sale 18 operating properties, comprising 2.1 million square feet of GLA. The book
value of these properties was $73.2 million, net of accumulated depreciation of $57.2 million. The Company recognized impairment
charges of $4.2 million on three of these properties. The book value of the other properties did not exceed their estimated fair
value, less costs to sell, and as such no impairment charges were recognized. The Company’s determination of the fair value of these
properties, aggregating $102.0 million, was based upon executed contracts of sale with third parties (see Footnote 16). In addition,
the Company completed the sale of 19 operating properties during the year ended December 31, 2012, of which two were
classified as held-for-sale during 2011 (these dispositions are included in Footnote 2 above). At December 31, 2012, the Company
had one operating property classified as held-for-sale at a carrying amount of $3.4 million, net of accumulated depreciation of $6.8
million, which is included in Other assets on the Company’s Consolidated Balance Sheets.
During 2011, the Company classified as held-for-sale seven operating properties and one land parcel, comprising 0.2 million square
feet of GLA. The book value of each of these properties aggregated $10.0 million, net of accumulated depreciation of $7.3 million.
The Company recognized impairment charges of $1.1 million on the land parcel. The individual book values of the seven operating
properties did not exceed each of their estimated fair values less costs to sell; as such no impairments were recognized. The
Company’s determination of the fair value of these properties and land parcel, aggregating $19.7 million, was based upon executed
contracts of sale with third parties. The Company completed the sale of five of these operating properties during the year ended
December 31, 2011. At December 31, 2011 the Company had two properties classified as held-for-sale at an aggregate carrying
amount of $3.8 million, net of accumulated depreciation of $0.5 million, which are included in Other assets on the Company’s
Consolidated Balance Sheets.
During 2010, the Company classified as held-for-sale 12 operating properties comprising 0.5 million square feet of GLA. The book
value of each of these properties aggregated $40.5 million, net of accumulated depreciation of $11.9 million. The Company
recognized impairment charges of $5.2 million, before income tax benefit, on seven of these properties. The individual book value of
the five remaining properties did not exceed each of their estimated fair values less costs to sell. The Company’s determination of
the fair value of the 12 properties, aggregating $66.1 million, was based upon executed contracts of sale with third parties. The
Company completed the sale of eleven of these properties during 2010. During 2011, the Company reclassified one property
previously classified as held-for-sale into held-for-use. At December 31, 2010 the Company had one property classified as held-for-
sale at a carrying value of $4.4 million, which was included in Other assets on the Company’s Consolidated Balance Sheets.
8. Investment and Advances in Real Estate Joint Ventures:
The Company and its subsidiaries have investments in and advances to various real estate joint ventures. These joint ventures are
engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases. The
63
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Company and the joint venture partners have joint approval rights for major decisions, including those regarding property operations.
As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of
accounting. The table below presents joint venture investments for which the Company held an ownership interest at December 31,
2012 and 2011 (in millions, except number of properties):
Venture
Prudential Investment Program
(“KimPru” and “KimPru II”)
(1) (2) ..............................................
Kimco Income Opportunity
Portfolio (“KIR”) (2) .................
UBS Programs (2)* .........................
BIG Shopping Centers (2)* ........
The Canada Pension Plan
Investment Board
(“CPP”) (2) ...................................
Kimco Income Fund (2)................
SEB Immobilien (2) .........................
Other Institutional
Programs (2) ................................
RioCan ...................................................
Intown (3) ............................................
Latin America .....................................
Other Joint Venture Programs
(4) (5) (7) (8) ..............................
Total .......................................................
As of December 31, 2012
As of December 31, 2011
Average
Ownership
Interest
Number of
Properties GLA
Gross
Real
Estate
The
Company's
Investment
Number of
Properties GLA
Gross
Real
Estate
The
Company's
Investment
15.00%
61
10.7 $
2,744.9 $
170.1
63
10.9 $
2,781.4 $
45.00%
17.90%
37.70%
55.00%
15.20%
15.00%
Various
50.00%
-
Various
Various
58
40
22
6
12
13
58
45
138
131
87
671
12.4
5.7
3.6
2.4
1.5
1.8
2.6
9.3
N/A
18.0
13.2
81.2
1,543.2
1,260.1
547.7
436.1
287.0
361.2
499.2
1,379.3
841.0
1,198.1
1,846.7
$ 12,944.5
$
140.3
58.4
31.3
149.5
12.3
1.5
21.3
111.0
86.9
334.2
311.4
1,428.2
59
42
23
6
12
13
67
45
138
130
92
690
12.6
5.9
3.7
1,556.6
1,330.5
557.4
2.4
1.5
1.8
4.7
9.3
N/A
17.9
430.0
281.1
360.5
804.4
1,367.0
829.9
1,145.8
151.9
151.4
61.3
41.2
140.6
12.1
2.1
33.7
62.2
90.8
318.0
13.7
2,016.5
84.4 $ 13,461.1 $
338.9
1,404.2
* Ownership % is a blended rate
The table below presents the Company’s share of net income/(loss) for these investments which is included in the Company’s
Consolidated Statements of Income under Equity in income of joint ventures, net and Gains on change in control of interests for the
years ended December 31, 2012, 2011 and 2010 (in millions):
Year ended December 31,
2011
2010
2012
KimPru and KimPru II (14) (15) (16) ................................................................................... $
KIR (17) (18) ..............................................................................................................................................
UBS Programs (19) ...........................................................................................................................
BIG Shopping Centers (20) .....................................................................................................
CPP .................................................................................................................................
Kimco Income Fund ...............................................................................................
SEB Immobilien .........................................................................................................
Other Institutional Programs (6) (10) (13) (21) .............................................................
RioCan (9) .................................................................................................................................................
Intown ...........................................................................................................................
Latin America ............................................................................................................
Other Joint Venture Programs (11) (12) (22) (23) (24) .....................................
Total ............................................................................................................................... $
7.4 $
23.4
0.5
(3.7)
5.3
1.7
0.7
19.6
30.4
4.0
15.8
23.4
128.5 $
(1.6) $
17.3
(0.8)
(2.9)
5.2
1.0
-
5.5
19.7
(1.9)
12.5
10.0
64.0 $
(18.4)
19.8
1.2
(1.2)
3.2
1.0
0.8
-
18.6
(6.0)
10.4
5.2
34.6
(1)
(2)
(3)
(4)
(5)
This venture represents four separate joint ventures, with four separate accounts managed by Prudential Real Estate Investors (“PREI”), three of these
ventures are collectively referred to as KimPru and the remaining venture is referred to as KimPru II.
The Company manages these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property management fees,
assets management fees and construction management fees.
The Company’s share of this investment is subject to fluctuation and is dependent upon property cash flows.
During the year ended December 31, 2012, the Company amended one of its Canadian preferred equity investment agreements to restructure the
investment as a pari passu joint venture in which the Company holds a noncontrolling interest. As a result of this transaction, the Company continues to
account for its investment in this joint venture under the equity method of accounting and includes this investment in Investments and advances to real
estate joint ventures within the Company’s Consolidated Balance Sheets.
During the year ended December 31, 2012, a joint venture in which the Company holds a noncontrolling interest sold an operating property for a sales
price of $62.0 million, which resulted in no gain or loss recognized.
64
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(6)
(7)
(8)
(9)
During the year ended December 31, 2012, a joint venture in which the Company held a noncontrolling interest sold an operating property to the
Company for a sales price of $127.0 million. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such
recognized a gain of $12.1 million from the fair value adjustment associated with its original ownership due to a change in control. In addition, the
Company recognized promote income of $1.1 million in connection with this transaction.
During the year ended December 31, 2012, the Company sold an operating property to a newly formed unconsolidated joint venture in which the
Company has a noncontrolling interest for a sales price of $55.5 million.
During the year ended December 31, 2012, a joint venture in which the Company holds a noncontrolling interest acquired an operating property in
Alberta, Canada for a purchase price of $42.4 million. The Company’s capital contribution was $14.5 million.
During the year ended December 31, 2012, the Company recognized income of $7.5 million, before taxes of $1.5 million, from the sale of certain air
rights at one of the properties in this portfolio.
(10) During the year ended December 31, 2012, the Company acquired four properties from joint ventures in which the Company has a noncontrolling
interest. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as such recognized an aggregate gain of $14.5
million from the fair value adjustment associated with its original ownership due to a change in control.
(11) During the year ended December 31, 2012, the Company acquired a property from a joint venture in which the Company had a noncontrolling interest.
The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized an aggregate gain of $1.0 million from the
fair value adjustment associated with its original ownership due to a change in control.
(12) During the year ended December 31, 2012, two joint ventures in which the Company holds noncontrolling interests sold two properties for an aggregate
sales price of $118.0 million. The Company received distributions of $18.5 million and recognized an aggregate gain of $8.3 million.
(13) During the year ended December 31, 2012, a joint venture in which the Company holds a noncontrolling interest sold two encumbered operating
(14)
properties to the Company for an aggregate sales price of $75.5 million. The Company recognized promote income of $2.6 million.
KimPru recognized impairment charges of $6.5 million related to the sale of two properties; $53.6 million related to the potential foreclosure of two
properties and $161.7 million related to the sale of 26 properties, during the years ended December 31, 2012, 2011 and 2010, respectively. The
Company had previously taken other-than-temporary impairment charges on its investment in KimPru and had allocated these impairment charges to the
underlying assets of the KimPru joint ventures including a portion to these operating properties. As such, the Company’s share of these impairment
charges for the years ended December 31, 2012, 2011 and 2010 were $0.8 million, $6.0 million and $14.8 million, respectively.
(16)
(15) During 2011, a third party mortgage lender foreclosed on an operating property for which KimPru had previously taken an impairment charge during
2010. As a result of the foreclosure during 2011, KimPru recognized an aggregate gain on early extinguishment of debt of $29.6 million. The Company’s
share of this gain was $4.4 million, before income taxes.
KimPru II recognized impairment charges of $7.3 million and $25.6 million, during the years ended December 31, 2011 and 2010, respectively. The
impairment charges recognized in 2011 related to the foreclosure of one operating property and the impairment charges recognized in 2010 related to
the sale of four operating properties. The Company had previously taken other-than-temporary impairment charges on its investment in KimPru II and
had allocated these impairment charges to the underlying assets of the KimPru II joint ventures including a portion to these operating properties. As such,
the Company’s share of these impairment charges for the years ended December 31, 2011 and 2010 were $1.0 million and $3.4 million, respectively.
KIR recognized impairment charges of $4.6 million related to the sale of one operating property and $6.7 million related to the sale of one operating
property and one out-parcel during the years ended December 31, 2011 and 2010, respectively. The Company’s share of these impairment charges for
the years ended December 31, 2011 and 2010 were $2.1 million and $3.0 million, respectively.
(17)
(18) During 2010, KIR recognized a gain on early extinguishment of debt of $5.8 million related to a property that was foreclosed on by a third party lender.
The Company’s share of this gain was $2.6 million.
(19) The UBS Program recognized impairment charges of $13.0 million related to the sale of two properties and $9.7 million related to the sale of one
property, during the years ended December 31, 2012 and 2011, respectively. The Company’s share of these impairment charges for the years ended
December 31, 2012 and 2011 were $2.2 million and $1.9 million, respectively. Additionally, during the year ended December 31, 2011, the UBS Program
recognized an impairment charge of $5.0 million relating to a property that was anticipated to be foreclosed on by the third party lender in 2012. The
Company’s share of this impairment charge was $0.8 million. A deed in lieu of foreclosure was given to the third party lender in 2012.
(20) During the year ended December 31, 2012, BIG recognized an impairment charge of $9.0 million on a property that is expected to be foreclosed upon
in 2013. The Company’s share of this impairment charge was $0.9 million.
(21) During the year ended December 31, 2012, two joint ventures in which the Company has a noncontrolling interest recognized aggregate impairment
charges of $6.5 million related to the sale of four operating properties. The Company’s share of these impairment charges was $0.8 million.
(22) During the year ended December 31, 2012, three joint ventures in which the Company has noncontrolling interests recognized aggregate impairment
charges of $12.8 million related to the sale of one operating property, the pending sale of one property and the potential foreclosure of another
property. The Company’s share of these impairment charges was $6.4 million.
(23) During the year ended December 31, 2011, the Company sold its interest in a Canadian hotel portfolio to its partner, for Canadian Dollars (“CAD”) $2.5
(24)
million (USD $2.4 million). As a result, the Company recorded an impairment charge of USD $5.2 million, before income taxes.
For the year ended December 31, 2010, the Company recognized impairment charges of $7.0 million, against the carrying value of its investments in
various unconsolidated joint ventures. These impairment charges resulted from properties, within various unconsolidated joint ventures, being classified as
held-for-sale.
65
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The table below presents debt balances within the Company’s joint venture investments for which the Company held noncontrolling
ownership interests at December 31, 2012 and 2011 (dollars in millions):
As of December 31, 2012
As of December 31, 2011
Mortgages
and
Notes
Payable
Venture
KimPru and KimPru II ........................... $
KIR ..................................................................
UBS Programs ..........................................
BIG Shopping Centers .........................
CPP ................................................................
Kimco Income Fund ..............................
SEB Immobilien ........................................
RioCan .........................................................
Intown ..........................................................
Other Institutional Programs............
Other Joint Venture Programs ........
Total $
1,010.2
914.6
691.9
443.8
141.5
161.4
243.8
923.2
614.4
310.5
1,612.2
7,067.5
Average
Interest
Rate
Average
Remaining
Term
(months)**
Mortgages
and
Notes
Payable
Average
Interest
Rate
5.54%
5.22%
5.40%
5.52%
5.19%
5.45%
5.11%
5.16%
4.46%
5.24%
5.70%
44.5 $
78.6
39.1
45.5
31.0
20.7
55.3
41.2
46.1
39.0
57.8
$
1,185.2
911.5
718.9
444.5
166.3
164.7
243.7
925.0
621.8
514.4
1,804.7
7,700.7
5.59%
5.89%
5.66%
5.52%
4.45%
5.45%
5.34%
5.66%
5.09%
4.90%
5.60%
Average
Remaining
Term
(months)**
52.6
75.6
47.4
57.4
27.0
32.7
61.9
43.3
39.6
45.4
56.9
** Average remaining term includes extensions
Other Real Estate Joint Ventures -
During 2011, the Company exited its investment in a redevelopment joint venture property in Harlem, NY. As a result, the
Company recognized an other-than-temporary impairment charge of approximately $3.1 million representing the Company’s entire
investment balance.
Additionally, during 2011, the Company recorded an other-than-temporary impairment of $2.0 million, before income tax
benefit, against the carrying value of an investment in which the Company holds a 13.4% noncontrolling ownership interest. The
Company determined the fair value of its investment based on the estimated sales price of the property in the joint venture.
KIR -
The Company holds a 45% noncontrolling limited partnership interest in KIR and has a master management agreement whereby the
Company performs services for fees relating to the management, operation, supervision and maintenance of the joint venture
properties.
The Company’s equity in income from KIR for the year ended December 31, 2012, exceeded 10% of the Company’s income from
continuing operations before income taxes; as such the Company is providing summarized financial information for KIR as follows (in
millions):
Assets:
Real estate, net ......................................................................................................... $
Other assets ...............................................................................................................
$
Liabilities and Members’ Capital:
Mortgages payable .................................................................................................. $
Other liabilities ..........................................................................................................
Noncontrolling interests ......................................................................................
Members’ capital......................................................................................................
$
66
December 31,
2012
2011
1,134.2 $
87.7
1,221.9 $
914.6 $
26.8
-
280.5
1,221.9 $
1,177.6
76.4
1,254.0
911.5
27.4
10.7
304.4
1,254.0
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Revenues from rental property ............................................................................... $
Operating expenses .......................................................................................................
Interest expense ..............................................................................................................
Depreciation and amortization ................................................................................
Impairment charges ........................................................................................................
Other expense, net ........................................................................................................
Income from continuing operations ......................................................................
Discontinued Operations:
Income/(loss) from discontinued operations............................................
Impairment on dispositions of properties ..................................................
Gain on dispositions of properties .................................................................
Net income ........................................................................................................................ $
RioCan Investments -
Year Ended December 31,
2011
2010
2012
197.3 $
(53.0)
(54.0)
(40.7)
(0.1)
(1.3)
(149.1)
48.2
0.1
(0.1)
-
48.2 $
195.1 $
(54.3)
(60.2)
(38.2)
(0.5)
(2.5)
(155.7)
39.4
(0.7)
(4.6)
-
34.1 $
193.9
(54.0)
(66.6)
(38.6)
(0.5)
(2.6)
(162.3)
31.6
8.3
(6.3)
5.6
39.2
During October 2001, the Company formed three joint ventures (collectively, the "RioCan Ventures") with RioCan Real Estate
Investment Trust ("RioCan"), in which the Company has 50% noncontrolling interests, to acquire retail properties and development
projects in Canada. The acquisition and development projects are to be sourced and managed by RioCan and are subject to review
and approval by a joint oversight committee consisting of RioCan management and the Company’s management personnel. Capital
contributions will only be required as suitable opportunities arise and are agreed to by the Company and RioCan.
The Company’s equity in income from the Riocan Ventures for the year ended December 31, 2012, exceeded 10% of the
Company’s income from continuing operations, as such the Company is providing summarized financial information for the RioCan
Ventures as follows (in millions):
Assets:
Real estate, net ................................................................................................................. $
Other assets .......................................................................................................................
$
Liabilities and Members' Capital:
Mortgages payable .......................................................................................................... $
Other liabilities ..................................................................................................................
Members' capital..............................................................................................................
$
December 31,
2012
2011
1,189.9 $
43.7
1,233.6 $
923.2 $
18.1
292.3
1,233.6 $
1,143.6
26.6
1,170.2
925.0
19.7
225.5
1,170.2
2012
December 31,
2011
2010
Revenues from rental properties ............................................. $
213.3 $
209.2 $
197.1
Operating expenses ........................................................................
Interest expense ...............................................................................
Depreciation and amortization .................................................
Other income/(expense), net ...................................................
(78.1)
(51.9)
(37.3)
14.7
(152.6)
Net income ......................................................................................... $
60.7 $
(73.0)
(57.5)
(36.8)
(0.2)
(167.5)
41.7 $
(70.9)
(52.6)
(34.4)
(0.3)
(158.2)
38.9
67
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Summarized financial information for the Company’s investment and advances in real estate joint ventures (excluding KIR and the
RioCan Ventures, which is presented above) is as follows (in millions):
Assets:
Real estate, net ............................................................................................................ $
Other assets ..................................................................................................................
$
Liabilities and Partners’/Members’ Capital:
Notes payable .............................................................................................................. $
Mortgages payable .....................................................................................................
Construction loans ....................................................................................................
Other liabilities .............................................................................................................
Noncontrolling interests .........................................................................................
Partners’/Members’ capital ....................................................................................
$
December 31,
2012
2011
8,523.3 $
507.7
9,031.0 $
148.0 $
5,056.5
25.1
188.5
19.1
3,593.8
9,031.0 $
9,158.5
609.3
9,767.8
150.5
5,604.3
109.4
216.2
25.4
3,662.0
9,767.8
Revenues from rental property ............................................................................... $
Operating expenses .......................................................................................................
Interest expense ..............................................................................................................
Depreciation and amortization ................................................................................
Impairment charges ........................................................................................................
Other (expense)/income, net ..................................................................................
Income from continuing operations ......................................................................
Discontinued Operations:
Income/(loss) from discontinued operations............................................
Impairment on dispositions of properties ..................................................
Gain on dispositions of properties .................................................................
Net income/(loss) ........................................................................................................... $
Year Ended December 31,
2011
2012
2010
1,074.5 $
(350.2)
(311.3)
(283.3)
(15.5)
(11.2)
(971.5)
103.0
0.3
(31.4)
94.5
166.4 $
1,115.4 $
(390.5)
(332.7)
(325.1)
(20.9)
22.9
(1,046.3)
69.1
16.6
(68.4)
(0.1)
17.2 $
1,028.6
(368.1)
(316.6)
(313.3)
(3.1)
(18.4)
(1,019.5)
9.1
(12.4)
(194.3)
3.1
(194.5)
Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with certain real estate joint
ventures totaling $21.3 million and $24.2 million at December 31, 2012 and 2011, respectively. The Company and its subsidiaries
have varying equity interests in these real estate joint ventures, which may differ from their proportionate share of net income or
loss recognized in accordance with GAAP.
The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying
value in these investments. Generally, such investments contain operating properties and the Company has determined these entities
do not contain the characteristics of a VIE. As of December 31, 2012 and 2011, the Company’s carrying value in these investments is
$1.4 billion.
9. Other Real Estate Investments:
Preferred Equity Capital –
The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program.
As of December 31, 2012, the Company’s net investment under the Preferred Equity program was $287.8 million relating to 504
properties, including 397 net leased properties. For the year ended December 31, 2012, the Company earned $43.1 million from its
preferred equity investments, including $17.6 million in profit participation earned from 21 capital transactions. For the year ended
December 31, 2011, the Company earned $35.7 million from its preferred equity investments, including $13.7 million in profit
participation earned from 13 capital transactions. For the year ended December 31, 2010, the Company earned $37.6 million from
its preferred equity investments, including $9.7 million in profit participation earned from nine capital transactions.
68
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
During 2012, the Company amended one of its preferred equity agreements to restructure its investment, into a pari passu joint
venture investment in which the Company holds a noncontrolling interest. The Company will continue to account for this
investment under the equity method of accounting and from the date of the amendment will include this investment in Investments
and advances in real estate joint ventures within the Company’s Consolidated Balance Sheets.
Included in the capital transactions described above for the year ended December 31, 2012, is the sale of three preferred equity
investments in which the Company had a $0 investment and recognized promote income of $10.0 million. In connection with this
transaction, the Company provided seller financing for $7.5 million, which bears interest at a rate of 7.0% and matures in December
2013. The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for
sale recognition was met.
During 2011, the Company, in separate transactions, amended three preferred equity agreements to restructure its investments,
which hold investments in seven retail properties, into three pari passu joint venture investments in which the Company holds
noncontrolling interests. The Company will continue to account for these investments under the equity method of accounting and
from the dates of the amendments will include these investments in Investments and advances in real estate joint ventures within the
Company’s Consolidated Balance Sheets (see Footnote 8).
Additionally, during the year ended December 31, 2011, two properties within two of the Company’s preferred equity investments
were in default of the their respective mortgages and received foreclosure notices from the respective mortgage lenders. As such,
the Company recognized full impairment charges on both of the investments aggregating $2.2 million.
During 2010, the Company sold 50% of a preferred equity investment in a Canadian retail operating property for CAD $31.9 million
(USD $31.0 million). In connection with this sale the Company (i) recognized profit participation of CAD $1.7 million (USD $1.6
million) and (ii) amended its preferred equity agreement to restructure the Company’s remaining investment as a pari passu joint
venture investment. Additionally, during 2010, the Company amended its preferred equity agreement to restructure another
Canadian investment that holds investments in 12 retail properties as a pari passu joint venture investment. The Company will
continue to account for both of these investments under the equity method of accounting and includes these investments in
Investments and advances in real estate joint ventures within the Company’s Consolidated Balance Sheets (see Footnote 8).
Also during 2010, the Company recognized an impairment charge of $3.8 million against the carrying value of its preferred equity
investment in an operating property located in Tucson, AZ based on its estimated sales price. During 2010, the Company acquired
the remaining ownership interest in this operating property for a purchase price of $90.0 million, including the assumption of $81.0
million in non-recourse mortgage debt, which bears interest at a rate of 6.08% and is scheduled to mature in 2016. During August
2010, this property was fully disposed of.
Additionally, during the year ended December 31, 2010, the Company recognized an impairment charge of $5.0 million against the
carrying value of two of its preferred equity investments, based on estimated sales prices. During 2010, the Company sold one of
these preferred equity investments for a sales price of $0.3 million.
The Company’s estimated fair values relating to the impairment assessments above were based upon sales prices, where applicable,
or discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and where
applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads utilized in these models were based
upon rates that the Company believes to be within a reasonable range of current market rates for the respective properties.
During 2007, the Company invested $81.7 million of preferred equity capital in an entity which was comprised of 403 net leased
properties (“Net Leased Portfolio”) which consist of 30 master leased pools with each pool leased to individual corporate operators.
Each master leased pool is accounted for as a direct financing lease. These properties consist of a diverse array of free-standing
restaurants, fast food restaurants, convenience and auto parts stores. As of December 31, 2012, the remaining 397 properties were
encumbered by third party loans aggregating $358.9 million with interest rates ranging from 5.08% to 10.47% with a weighted-
average interest rate of 9.3% and maturities ranging from one to 10 years. The Company recognized $14.0 million, $12.7 million and
$12.1 million in equity in income from this investment during the years ended December 31, 2012, 2011 and 2010, respectively.
The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested
capital. As of December 31, 2012 and 2011, the Company’s invested capital in its preferred equity investments approximated $287.8
million and $316.0 million, respectively.
69
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Summarized financial information relating to the Company’s preferred equity investments is as follows (in millions):
Assets:
Real estate, net .................................................................................................................... $
Other assets ..........................................................................................................................
$
Liabilities and Partners’/Members’ Capital:
Notes and mortgages payable ..................................................................................... $
Other liabilities .....................................................................................................................
Partners’/Members’ capital .............................................................................................
$
December 31,
2012
2011
824.7 $
719.1
1,543.8 $
1,116.9 $
51.8
375.1
1,543.8 $
1,058.1
760.5
1,818.6
1,338.7
39.9
440.0
1,818.6
Revenues from rental property ............................................................................... $
Operating expenses .......................................................................................................
Interest expense ..............................................................................................................
Depreciation and amortization ................................................................................
Impairment charges (a) ................................................................................................
Other expense, net ........................................................................................................
Income from continuing operations ......................................................................
Discontinued Operations: ..........................................................................................
Gain on disposition of properties .................................................................
Net income .............................................................................................................. $
Year Ended December 31,
2011
2010
2012
195.0 $
(44.7)
(72.0)
(33.7)
(2.7)
(8.3)
33.6
17.5
51.1 $
233.1 $
(57.0)
(89.5)
(43.6)
-
(6.3)
36.7
6.2
42.9 $
278.4
(73.2)
(104.0)
(52.3)
-
(6.3)
42.6
13.7
56.3
(a) Represents an impairment charge against one master leased pool due to decline in fair market value.
Other –
During 2010, the Company recognized an other-than-temporary impairment charge of $2.1 million against the carrying value of an
investment that owns two operating properties located in Manchester, NH and Nashua, NH. The Company determined the fair
value of its investment based on an estimated sales price of the operating properties. During 2011, these two properties were sold
and as a result of an adjustment to the purchase price, the Company recognized an additional $0.5 million in impairment charges.
Investment in Retail Store Leases -
The Company has interests in various retail store leases relating to the anchor store premises in neighborhood and community
shopping centers. These premises have been sublet to retailers who lease the stores pursuant to net lease agreements. Income from
the investment in these retail store leases during the years ended December 31, 2012, 2011 and 2010, was $0.9 million, $0.8 million
and $1.6 million, respectively. These amounts represent sublease revenues during the years ended December 31, 2012, 2011 and
2010, of $3.9 million, $5.1 million and $5.9 million, respectively, less related expenses of $3.0 million, $4.3 million and $4.3 million,
respectively. The Company's future minimum revenues under the terms of all non-cancelable tenant subleases and future minimum
obligations through the remaining terms of its retail store leases, assuming no new or renegotiated leases are executed for such
premises, for future years are as follows (in millions): 2013, $3.7 and $2.3; 2014, $2.9 and $1.7; 2015, $2.0 and $1.3; 2016, $1.6 and
$1.0; 2017, $1.0 and $0.5, and thereafter, $0.4 and $0.04, respectively.
Leveraged Lease -
During June 2002, the Company acquired a 90% equity participation interest in an existing leveraged lease of 30 properties. The
properties are leased under a long-term bond-type net lease whose primary term expires in 2016, with the lessee having certain
renewal option rights. The Company’s cash equity investment was $4.0 million. This equity investment is reported as a net
investment in leveraged lease in accordance with the FASB’s lease guidance.
70
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
As of December 31, 2012, 19 of these properties were sold, whereby the proceeds from the sales were used to pay down the
mortgage debt by $32.3 million and the remaining 11 properties were encumbered by third-party non-recourse debt of $21.1
million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable
under the net lease.
As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the
debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease. Accordingly, this
obligation has been offset against the related net rental receivable under the lease.
At December 31, 2012 and 2011, the Company’s net investment in the leveraged lease consisted of the following (in millions):
Remaining net rentals ........................................................................................................... $
Estimated unguaranteed residual value ......................................................................
Non-recourse mortgage debt .........................................................................................
Unearned and deferred income .....................................................................................
Net investment in leveraged lease ................................................................................ $
2012
2011
24.0 $
30.3
(19.0)
(27.6)
7.7 $
30.8
30.3
(25.1)
(29.9)
6.1
10. Variable Interest Entities:
Consolidated Operating Properties
Included within the Company’s consolidated operating properties at December 31, 2012, are two consolidated entities that are VIEs,
for which the Company is the primary beneficiary. These entities have been established to own and operate real estate property.
The Company’s involvement with these entities is through its majority ownership and management of the properties. The entities
were deemed VIEs primarily based on the fact that the voting rights of the equity investors is not proportional to their obligation to
absorb expected losses or receive the expected residual returns of the entity and substantially all of the entity's activities are
conducted on behalf of the investor which has disproportionately fewer voting rights. The Company determined that it was the
primary beneficiary of these VIEs as a result of its controlling financial interest.
At December 31, 2012, total assets of these VIEs were $10.8 million and total liabilities were $0.1 million. The classification of these
assets is primarily within real estate and the classifications of liabilities are primarily within accounts payable and accrued expenses.
The majority of the operations of these VIEs are funded with cash flows generated from the properties. The Company has not
provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily
of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity
and any operating cash shortfalls that the entity may experience.
Consolidated Ground-Up Development Projects
Included within the Company’s ground-up development projects at December 31, 2012, are two entities that are VIEs, for which the
Company is the primary beneficiary. These entities were established to develop real estate property to hold as long-term
investments. The Company’s involvement with these entities is through its majority ownership and management of the properties.
The entities were deemed VIEs primarily based on the fact that the equity investment at risk is not sufficient to permit the entity to
finance its activities without additional financial support. The initial equity contributed to these entities was not sufficient to fully
finance the real estate construction as development costs are funded by the partners throughout the construction period. The
Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest.
At December 31, 2012, total assets of these ground-up development VIEs were $87.8 million and total liabilities were $0.1 million.
The classification of these assets is primarily within real estate under development and the classifications of liabilities are primarily
within accounts payable and accrued expenses.
Substantially all of the projected development costs to be funded for these ground-up development VIEs, aggregating $33.3 million,
will be funded with capital contributions from the Company and by the outside partners, when contractually obligated. The
Company has not provided financial support to these VIEs that it was not previously contractually required to provide.
71
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Unconsolidated Ground-Up Development
Also included within the Company’s ground-up development projects at December 31, 2012, is an unconsolidated joint venture,
which is a VIE for which the Company is not the primary beneficiary. This joint venture is primarily established to develop real estate
property for long-term investment and was deemed a VIE primarily based on the fact that the equity investment at risk was not
sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity
was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the
construction period. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the
Company has shared control of this entity along with the entity’s partners and therefore does not have a controlling financial interest.
The Company’s investment in this VIE was $17.9 million as of December 31, 2012, which is included in Real estate under
development in the Company’s Condensed Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of
its involvement with this VIE is estimated to be $36.3 million, which primarily represents the Company’s current investment and
estimated future funding commitments of $18.4 million. The Company has not provided financial support to this VIE that it was not
previously contractually required to provide. All future costs of development will be funded with capital contributions from the
Company and the outside partner in accordance with their respective ownership percentages.
Unconsolidated Redevelopment Investment
Included in the Company’s joint venture investments at December 31, 2012, is one unconsolidated joint venture, which is a VIE for
which the Company is not the primary beneficiary. This joint venture was primarily established to develop real estate property for
long-term investment and was deemed a VIE primarily based on the fact that the equity investment at risk was not sufficient to
permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity was not
sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction
period. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has shared
control of this entity along with the entity’s partners and therefore does not have a controlling financial interest.
As of December 31, 2012, the Company’s investment in this VIE was a negative $12.1 million, due to the fact that the Company had
a remaining capital commitment obligation, which is included in Other liabilities in the Company’s Condensed Consolidated Balance
Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is estimated to be $12.1 million, which
is the remaining capital commitment obligation. The Company has not provided financial support to this VIE that it was not
previously contractually required to provide. All future costs of development will be funded with capital contributions from the
Company and the outside partner in accordance with their respective ownership percentages.
11. Mortgages and Other Financing Receivables:
The Company has various mortgages and other financing receivables which consist of loans acquired and loans originated by the
Company. For a complete listing of the Company’s mortgages and other financing receivables at December 31, 2012, see Financial
Statement Schedule IV included in this annual report on Form 10-K.
The following table reconciles mortgage loans and other financing receivables from January 1, 2010 to December 31, 2012 (in
thousands):
Balance at January 1 ....................................................................................................... $
Additions:
New mortgage loans ................................................................................................
Additions under existing mortgage loans ......................................................
Foreign currency translation .................................................................................
Amortization of loan discounts ...........................................................................
Deductions:
Loan repayments ........................................................................................................
Loan impairments .......................................................................................................
Charge off/foreign currency translation ..........................................................
Collections of principal ............................................................................................
Amortization of loan costs ....................................................................................
Balance at December 31 ............................................................................................ $
2012
2011
2010
102,972 $
108,493 $
131,332
29,496
895
1,181
247
(60,740)
-
(430)
(2,861)
(56)
70,704 $
14,297
-
-
247
(15,803)
-
(863)
(3,345)
(54)
102,972 $
1,411
3,047
3,923
247
(24,860)
(700)
(3,101)
(2,726)
(80)
108,493
72
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company reviews payment status to identify performing versus non-performing loans. Interest income on performing loans is
accrued as earned. A non-performing loan is placed on non-accrual status when it is probable that the borrower may be unable to
meet interest payments as they become due. Generally, loans 90 days or more past due are placed on non-accrual status unless
there is sufficient collateral to assure collectability of principal and interest. Upon the designation of non-accrual status, all unpaid
accrued interest is reserved against through current income. Interest income on non-performing loans is generally recognized on a
cash basis. The following table presents performing and non-performing loans as of December 31, 2012 (in thousands):
Performing Loans ...................................................................................................................
Non-Performing Loans ........................................................................................................
Total ...................................................................................................................................
24 $
4
28 $
Number of
Loans
Amount
50,802
19,902
70,704
As of December 31, 2012, the Company had four loans aggregating $19.9 million which were in default for nonpayment of interest
only or principal and interest. The Company has placed all of these loans on non-accrual status with respect to the recognition of
interest income starting from each loan’s nonperformance date. Nonperformance dates for these loans range from 7 months to 7
years. The Company assessed each of these four loans and determined that the estimated fair value of the underlying collateral
exceeded the respective carrying values as of December 31, 2012.
During 2010, the Company recognized an impairment charge of $0.7 million, against the carrying value, including accrued interest of
a mortgage receivable that was in default. This impairment charge reflects a decrease in the estimated fair value of the underlying
collateral. The remaining balance on this mortgage receivable as of December 31, 2010, was $1.4 million. This impairment charge is
reflected in Impairments charges on the Company’s Consolidated Statements of Income.
12. Marketable Securities:
The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2012 and 2011,
are as follows (in thousands):
December 31, 2012
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Amortized
Cost
Available-for-sale:
Equity securities ................................................................... $
Held-to-maturity:
Other debt securities .......................................................
Total marketable securities ................................................ $
14,205 $
19,223 $
3,113
17,318 $
284
19,507 $
Estimated
Fair Value
- $
-
- $
33,428
3,397
36,825
December 31, 2011
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Amortized
Cost
Available-for-sale:
Equity securities ................................................................... $
Held-to-maturity:
Other debt securities .......................................................
Total marketable securities ................................................ $
14,253 $
16,210 $
(1) $
30,462
3,078
17,331 $
378
16,588 $
(10)
(11) $
3,446
33,908
During February 2008, the Company acquired an aggregate $190 million Australian denominated (“AUD”) ( USD $170.1 million)
convertible notes (the “Valad notes”) issued by a subsidiary of Valad Property Group (“Valad”), a publicly traded Australian company
listed on the Australian stock exchange that is a diversified, property fund manager, investor, developer and property investment
banker with property investments in Australia, Europe and Asia. The notes were guaranteed by Valad and bore interest at 9.5%
payable semi-annually in arrears. The notes were repayable after five years with an option for Valad to extend up to 18 months,
subject to certain interest rate and conversion price resets. The notes were convertible any time into publicly traded Valad securities
at a price of AUD $26.60. During 2010, the Company acquired an additional AUD $10 million (USD $9.3 million) of Valad notes.
Additionally, during 2010, Valad made a principal payment of AUD $8.0 million (USD $7.9 million).
73
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
During 2011, the Company received an additional principal payment of $7.0 million AUD ( USD $6.9 million) and the Company
sold its remaining Valad notes for a sales price of AUD $165.0 million ( USD $169.1 million), plus unpaid accrued interest. In
connection with the anticipation of this sale, the Company entered into a foreign currency forward contract to sell AUD $165.0
million and buy USD $169.1 million in efforts to mitigate the foreign exchange risk resulting from fluctuations in currency exchange
rates. The Company designated the AUD-USD foreign exchange risk as the risk being hedged.
The Company recorded an adjustment to the carrying value of the Valad notes, including amounts allocated to the conversion
option described below, of USD $0.9 million based upon the agreed sales price. This adjustment is recorded in Other expense, net
on the Company’s Consolidated Statements of Income. At the completion of the sale, the Company received AUD $170.2 million
(USD $174.7 million) representing the principal and unpaid interest and settled its foreign currency forward contract. Upon settling
the foreign currency forward contract, the Company recorded a reclass of $10.0 million from Accumulated other comprehensive
income to Other expense, net, which was fully offset by a foreign currency gain on sale of the Valad notes. As a result there was no
net gain or loss recognized.
In accordance with the FASB’s Derivative and Hedging guidance, the Company bifurcated the conversion option within the Valad
notes and separately accounted for this option as an embedded derivative. The original host instrument was classified as an available-
for-sale security at fair value and was included in Marketable securities on the Company’s Consolidated Balance Sheets with changes
in the fair value recorded through Stockholders’ equity as a component of other comprehensive income. At December 31, 2010,
the Company had an unrealized gain, including foreign currency adjustments, associated with these notes of $6.0 million. The
embedded derivative was recorded at fair value and was included in Other assets on the Company’s Consolidated Balance Sheets
with changes in fair value recognized in the Company’s Consolidated Statements of Income. The value attributed to the embedded
convertible option was AUD $10.0 million, ( USD $10.2 million). As a result of the fair value remeasurement of this derivative
instrument during 2010 there was an AUD $0.2 million (USD $0.2 million) unrealized decrease in the fair value of the convertible
option. This unrealized increase/decrease is included in Other expense, net on the Company’s Consolidated Statements of Income.
During 2011, and 2010, the Company recorded impairment charges of $0.6 million, and $4.6 million, respectively, before income tax
benefits of $0.4 million, and $0 million, respectively, due to the decline in value of certain marketable securities and other
investments that were deemed to be other-than-temporary. These impairments were a result of the deterioration of the equity
markets for these securities during their respective years and the uncertainty of their future recoverability. Market value for the
equity securities represents the closing price of each security as it appears on their respective stock exchange at the end of the
period.
During 2012, 2011 and 2010, the Company received $0.1 million, $22.7 million and $23.2 million in proceeds from the
sale/redemption of certain marketable securities, respectively. In connection with these transactions, during 2012. 2011 and 2010 the
Company recognized (i) gross realizable gains of $0.0 million, $0.8 million and $2.6 million, respectively, (ii) foreign currency gains of
$0.0 million, $1.6 million and $0.0 million, respectively, and (iii) gross realizable losses of $0.0 million, $0.3 million and $1.9 million,
respectively.
As of December 31, 2012, the contractual maturities of Other debt securities classified as held-to-maturity are as follows: after one
year through five years, $0.1 million; and after five years through 10 years, $3.0 million. Actual maturities may differ from contractual
maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties.
13. Notes Payable:
As of December 31, 2012 and 2011 the Company’s Notes Payable consisted of the following (dollars in millions):
Balance at
12/31/12
Interest Rate
Range (Low)
Senior Unsecured Notes (c) ......
Medium Term Notes .....................
Unsecured Term Loan ..................
Canadian Notes Payable ..............
Credit Facility (a) ..............................
Mexican Term Loan........................
Other Notes Payable (b) .............
$
$
965.9
1,144.6
400.0
352.4
249.9
76.9
2.4
3,192.1
4.70%
4.30%
1.26%
5.18%
1.10%
8.58%
5.50%
74
Interest Rate
Range (High)
6.88%
5.78%
1.26%
5.99%
1.26%
8.58%
5.50%
Maturity
Date Range
(Low)
Jan-2013
Oct-2013
Apr-2014
Aug-2013
Oct-2015
Mar-2013
Jan-2013
Maturity
Date Range
(High)
Oct-2019
Feb-2018
Apr-2014
Apr-2018
Oct-2015
Mar-2013
Sept-2013
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Balance at
12/31/11
Senior Unsecured Notes .............
Medium Term Notes .....................
Canadian Notes Payable ..............
Credit Facilities (a) ...........................
Mexican Term Loan........................
Other Notes Payable (b) .............
$
$
1,164.8
1,161.6
342.6
238.9
71.5
4.5
2,983.9
Interest Rate
Range (Low)
4.70%
4.30%
5.18%
1.35%
8.58%
3.80%
Interest Rate
Range (High)
6.88%
5.98%
5.99%
1.35%
8.58%
3.80%
Maturity
Date Range
(Low)
Nov-2012
July-2012
Aug-2013
Oct-2015
Mar-2013
Sept-2012
Maturity
Date Range
(High)
Oct-2019
Feb-2018
Apr-2018
Oct-2015
Mar-2013
Sept-2012
(a) Interest rate is equal to LIBOR plus 1.05%
(b) Interest rate is equal to LIBOR plus 3.50%
(c) During January 2013, the Company repaid the $100.0 million outstanding balance on its 6.125% senior unsecured note, which matured in
January 2013.
Senior Unsecured Notes/Medium Term Notes –
During September 2009, the Company entered into a fifth supplemental indenture, under the indenture governing its Medium Term
Notes ("MTN") and Senior Notes, which included the financial covenants for future offerings under the indenture that were
removed by the fourth supplemental indenture.
In accordance with the terms of the Indenture, as amended, pursuant to which the Company's Senior Unsecured Notes, except for
$300.0 million issued during April 2007 under the fourth supplemental indenture, have been issued, the Company is subject to
maintaining (a) certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service
coverage ratios and minimum equity levels, (b) certain debt service ratios, (c) certain asset to debt ratios and (d) restricted from
paying dividends in amounts that exceed by more than $26.0 million the funds from operations, as defined, generated through the
end of the calendar quarter most recently completed prior to the declaration of such dividend; however, this dividend limitation
does not apply to any distributions necessary to maintain the Company's qualification as a REIT providing the Company is in
compliance with its total leverage limitations.
The Company had a MTN program pursuant to which it offered for sale its senior unsecured debt for any general corporate
purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and
redevelopment costs and (ii) managing the Company's debt maturities.
Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears. Proceeds from these issuances were primarily
used for the acquisition of neighborhood and community shopping centers, the expansion and improvement of properties in the
Company’s portfolio and the repayment of certain debt obligations of the Company.
During the years ended December 31, 2012 and 2011, the Company repaid the following notes (dollars in millions):
Type
MTN ..............................
Senior Note ..............
MTN ..............................
Credit Facility –
Date
Issued
July-02
Nov-02
Aug-04
Amount
Repaid
$
$
$
17.0
198.9
88.0
Interest Rate
5.98%
6.00%
4.82%
Maturity
Date
July-12
Nov-12
Aug-11
Date
Paid
July-12
Nov-12
Aug-11
The Company has a $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled
to expire in October 2015 and has a one-year extension option. This credit facility, provides funds to finance general corporate
purposes, including (i) property acquisitions, (ii) investments in the Company’s institutional management programs, (iii) development
and redevelopment costs and (iv) any short-term working capital requirements. Interest on borrowings under the Credit Facility
accrues at LIBOR plus 1.05% and fluctuates in accordance with changes in the Company’s senior debt ratings and has a facility fee of
0.20% per annum. As part of this Credit Facility, the Company has a competitive bid option whereby the Company could auction up
to $875.0 million of its requested borrowings to the bank group. This competitive bid option provides the Company the opportunity
to obtain pricing below the currently stated spread. In addition, as part of the Credit Facility, the Company has a $500.0 million sub-
limit which provides it the opportunity to borrow in alternative currencies such as Canadian Dollars, British Pounds Sterling, Japanese
Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the
75
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
maintenance of (i) maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage
ratios. As of December 31, 2012, the Credit Facility had a balance of $249.9 million outstanding and $27.3 million appropriated for
letters of credit.
U.S. Term Loan -
During 2012, the Company obtained a $400.0 million unsecured term loan with a consortium of banks, which accrues interest at
LIBOR plus 105 basis points. The term loan is scheduled to mature in April 2014, with three additional one-year options to extend
the maturity date, at the Company’s discretion, to April 17, 2017. Proceeds from this term loan were used for general corporate
purposes including the repayment of maturing debt amounts. Pursuant to the terms of the Credit Agreement, the Company, among
other things is subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and
fixed charge coverage ratios.
Mexican Term Loan -
During March 2008, the Company obtained a Mexican peso (“MXN”) 1.0 billion term loan, which bears interest at a rate of 8.58%,
subject to change in accordance with the Company’s senior debt ratings, and is scheduled to mature in March 2013. The Company
utilized proceeds from this term loan to fully repay the outstanding balance of a MXN 500.0 million unsecured revolving credit
facility, which was terminated by the Company. Remaining proceeds from this term loan were used for funding MXN denominated
investments. As of December 31, 2012, the outstanding balance on this term loan was MXN 1.0 billion (USD $76.9 million). The
Mexican term loan covenants are similar to the Credit Facility covenants described above. During December 2012, the lender
agreed to extend this term loan for an additional five years at an interest rate of TIIE (Equilibrium Interbank Interest Rate) plus
1.35%, which will be effective subsequent to the scheduled maturity in March 2013. The Company has the option to swap this rate
to a fixed rate at any time during the term of the loan.
The weighted-average interest rate for all unsecured notes payable is 4.72% as of December 31, 2012. The scheduled maturities of
all unsecured notes payable as of December 31, 2012, were as follows (in millions): 2013, $555.4; 2014, $694.8; 2015, $600.0; 2016,
$300.0; 2017, $290.9 and thereafter, $751.0.
14. Mortgages Payable:
During 2012, the Company (i) assumed $185.3 million of individual non-recourse mortgage debt relating to the acquisition of seven
operating properties, including an increase of $6.1 million associated with fair value debt adjustments, (ii) paid off $284.8 million of
mortgage debt that encumbered 19 properties and (iii) assigned five mortgages aggregating $17.1 million in connection with
property dispositions.
During 2011, the Company assumed $124.8 million of individual non-recourse mortgage debt relating to the acquisition of 12
operating properties, including an increase of $6.9 million associated with fair value debt adjustments and paid off $62.5 million of
mortgage debt that encumbered 10 operating properties.
Mortgages payable, collateralized by certain shopping center properties and related tenants' leases, are generally due in monthly
installments of principal and/or interest, which mature at various dates through 2035. Interest rates range from LIBOR (0.17% as of
December 31, 2012) to 9.75% (weighted-average interest rate of 6.18% as of December 31, 2012). The scheduled principal
payments (excluding any extension options available to the Company) of all mortgages payable, excluding unamortized fair value
debt adjustments of $10.3 million, as of December 31, 2012, were as follows (in millions): 2013, $104.3; 2014, $206.1; 2015, $131.3;
2016, $253.1; 2017, $178.0 and thereafter, $120.1.
15. Noncontrolling Interests:
Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a result
of having a controlling interest or determined that the Company was the primary beneficiary of a VIE in accordance with the
provisions of the FASB’s Consolidation guidance.
The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the
Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately
within the equity section on the Company’s Consolidated Balance Sheets. Units that are determined to be mandatorily redeemable
are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and
Stockholder’s equity on the Company’s Consolidated Balance Sheets. The amounts of consolidated net income attributable to the
Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income.
76
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company owns seven shopping center properties located throughout Puerto Rico. These properties were acquired partially
through the issuance of $158.6 million of non-convertible units and $45.8 million of convertible units. Noncontrolling interests
related to these acquisitions totaled $233.0 million of units, including premiums of $13.5 million and a fair market value adjustment of
$15.1 million (collectively, the "Units"). The Company is restricted from disposing of these assets, other than through a tax free
transaction until November 2015. The Units and related annual cash distribution rates consisted of the following:
Type
Preferred A Units (1) ............................
Class A Preferred Units (1) ...............
Class B-1 Preferred Units (2) ............
Class B-2 Preferred Units (1) ............
Class C DownReit Units (2) .............
Number of
Units Issued
Par Value
Per Unit
81,800,000
2,000
2,627
5,673
640,001
$
$
$
$
$
1.00
10,000
10,000
10,000
30.52
Return Per Annum
7.0%
LIBOR plus 2.0%
7.0%
7.0%
Equal to the Company’s
common stock dividend
(1) These units are redeemable for cash by the holder or callable by the Company and are included in Redeemable noncontrolling
interests on the Company’s Consolidated Balance Sheets.
(2) These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock, based
upon the conversion calculation as defined in the agreement. These units are included in Noncontrolling interests on the
Company’s Consolidated Balance Sheets.
The following Units have been redeemed for cash as of December 31, 2012:
Type
Preferred A Units ................................................................................
Class A Preferred Units ....................................................................
Class B-1 Preferred Units ................................................................
Class B-2 Preferred Units ................................................................
Class C DownReit Units ..................................................................
Units
Redeemed
Par Value
Redeemed
(in millions)
2,200,000 $
2,000 $
2,438 $
5,576 $
61,804 $
2.2
20.0
24.4
55.8
1.9
Noncontrolling interest relating to the remaining units was $110.8 million and $110.5 million as of December 31, 2012 and 2011,
respectively.
The Company owns two shopping center properties located in Bay Shore, NY and Centereach, NY. Included in Noncontrolling
interests was $41.6 million, including a discount of $0.3 million and a fair market value adjustment of $3.8 million, in redeemable
units, issued by the Company in connection with these transactions. The properties were acquired through the issuance of $24.2
million of these units, which are redeemable at the option of the holder; $14.0 million of fixed rate units and the assumption
of $23.4 million of non-recourse debt. These units and related annual cash distribution rates consist of the following:
Type
Class A Units (1) ......................................
Class B Units (2) ......................................
Number of Units
Issued
Par Value Per
Unit
13,963
647,758
$
$
1,000
37.24
Return Per Annum
5.0%
Equal to the Company’s
common stock dividend
(1) These units are redeemable for cash by the holder or callable by the Company any time after April 3, 2016 and are included in
Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.
(2) These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock at a
ratio of 1:1 and are callable by the Company any time after April 3, 2026. These units are included in Noncontrolling interests
on the Company’s Consolidated Balance Sheets.
During 2012, all 13,963 Class A Units were redeemed by the holder in cash. Additionally, during 2007, 30,000 units, or $1.1 million
par value, of the Class B Units were redeemed by the holder in cash at the option of the Company. As of December 31, 2012 and
2011, noncontrolling interest relating to the units was $26.4 million and $40.4 million, respectively.
77
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Noncontrolling interests also includes 138,015 convertible units issued during 2006, by the Company, which were valued at $5.3
million, including a fair market value adjustment of $0.3 million, related to an interest acquired in an office building located in Albany,
NY. These units are redeemable at the option of the holder after one year for cash or at the option of the Company for the
Company’s common stock at a ratio of 1:1. The holder is entitled to a distribution equal to the dividend rate of the Company’s
common stock. The Company is restricted from disposing of these assets, other than through a tax free transaction, until January
2017.
The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the years ended
December 31, 2012 and December 31, 2011 (in thousands):
Balance at January 1, ....................................................................................... $
Unit redemptions ........................................................................................
Fair market value amortization ............................................................
Balance at December 31, ........................................................................... $
95,074 $
(13,998)
-
81,076 $
95,060
-
14
95,074
2012
2011
16. Fair Value Disclosure of Financial Instruments:
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in
management’s estimation based upon an interpretation of available market information and valuation methodologies, reasonably
approximate their fair values, except those listed below, for which fair values are reflected. The valuation method used to estimate
fair value for fixed-rate and variable-rate debt and noncontrolling interests relating to mandatorily redeemable noncontrolling
interests associated with finite-lived subsidiaries of the Company is based on discounted cash flow analyses, with assumptions that
include credit spreads, loan amounts and debt maturities. The fair values for marketable securities are based on published or
securities dealers’ estimated market values. Such fair value estimates are not necessarily indicative of the amounts that would be
realized upon disposition.
As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements and
Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market
data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the
hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within
Level 3 of the hierarchy).
The following are financial instruments for which the Company’s estimate of fair value differs from the carrying amounts (in
thousands):
Marketable Securities (1) .............................................. $
Notes Payable (2) ............................................................. $
Mortgages Payable (3) .................................................... $
Construction Loans Payable (3) ................................ $
Mandatorily Redeemable Noncontrolling
Interests (termination dates ranging from
2019 – 2027) (4) .......................................................... $
December 31,
2012
2011
Carrying
Amounts
Estimated
Fair Value
Carrying
Amounts
Estimated
Fair Value
36,541
3,192,127
1,003,190
-
$
$
$
$
36,825
3,408,632
1,068,616
-
$
$
$
$
33,540 $
2,983,886 $
1,085,371 $
45,128 $
33,908
3,136,728
1,166,116
49,345
- $
- $
2,654 $
5,044
(1) As of December 31, 2012, $33.4 million of these assets’ estimated fair value were classified within Level 1 of the fair value
hierarchy and the remaining $3.4 million were classified within Level 3 of the fair value hierarchy.
(2) The Company determined that its valuation of these Notes payable was classified within Level 2 of the fair value hierarchy.
(3) The Company determined that its valuation of these liabilities was classified within Level 3 of the fair value hierarchy.
(4) The Company sold its investment in the consolidated joint ventures that included mandatorily redeemable noncontrolling
interests during 2012.
78
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company has certain financial instruments that must be measured under the FASB’s Fair Value Measurements and Disclosures
guidance, including: available for sale securities, convertible notes and derivatives. The Company currently does not have non-financial
assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value
hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input
that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to
the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
Available for sale securities are measured at fair value using quoted market prices and are classified within Level 1 of the valuation
hierarchy.
The Company from time to time has used interest rate swaps to manage its interest rate risk. The fair values of interest rate swaps
are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the
discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of
future interest rates (forward curves) derived from observable market interest rate curves. Based on these inputs, the Company has
determined that interest rate swap valuations are classified within Level 2 of the fair value hierarchy. The Company did not have any
interest rate swaps as of December 31, 2012.
To comply with the FASB’s Fair Value Measurements and Disclosures guidance, the Company incorporates credit valuation
adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the
fair value measurements. The credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of
current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2012, the
Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative
positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.
The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2012
and 2011, aggregated by the level in the fair value hierarchy within which those measurements fall.
Assets measured at fair value on a recurring basis at December 31, 2012 and 2011 (in thousands):
Assets:
Marketable equity securities .................... $
33,428 $
33,428 $
- $
Balance at
December 31, 2012
Level 1
Level 2
Level 3
Balance at
December 31, 2011
Level 1
Level 2
Level 3
Assets:
Marketable equity securities .................... $
30,462 $
30,462 $
- $
Liabilities:
Interest rate swaps ....................................... $
222 $
- $
222 $
-
-
-
Assets and liabilities measured at fair value on a non-recurring basis at December 31, 2012 and 2011 are as follows (in thousands):
Assets:
Real estate ........................................................ $
52,505 $
- $
- $
52,505
Balance at
December 31, 2012
Level 1
Level 2
Level 3
Balance at
December 31, 2011
Level 1
Level 2
Level 3
Assets:
Real estate ........................................................ $
Other investments ....................................... $
5,289 $
9,041 $
- $
- $
- $
9,041 $
5,289
-
The Company’s estimated fair values for the year ended December 31, 2012, relating to the real estate assets measured on a non-
recurring basis, which were non-retail assets, were based upon estimated sales prices from third party offers and comparable sales
values ranging from $1.1 million to $42.0 million. The Company does not have access to certain unobservable inputs used by these
79
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
third parties to determine these estimated fair values (see footnote 6 for additional discussion related to these assets). Certain assets
in 2011 were valued through the usage of discounted cash flow models that included all estimated cash inflows and outflows over a
specified holding period and where applicable, any estimated debt premiums. These cash flows were comprised of unobservable
inputs which included contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and
expectations for growth. Capitalization rates and discount rates utilized in these models were based upon observable rates that the
Company believed to be within a reasonable range of current market rates for the respective properties. Based on these inputs, the
Company determined that its valuation in these investments was classified within Level 3 of the fair value hierarchy.
17. Preferred Stock, Common Stock and Convertible Unit Transactions –
Preferred Stock –
The Company’s outstanding Preferred Stock is detailed below (in thousands, except share information and par values):
As of December 31, 2012
Series of
Preferred Stock
Series H .....................
Series I ........................
Series J ........................
Series K ......................
Shares
Authorized
Shares
Issued and
Outstanding
Liquidation
Preference
Dividend
Rate
70,000
18,400
9,000
8,050
105,450
70,000
16,000
9,000
7,000
102,000
$
$
175,000
400,000
225,000
175,000
975,000
6.90% $
6.00% $
5.50% $
5.625% $
Annual
Dividend
per
Depositary
Share
Par Value
1.00
1.00
1.00
1.00
$
$
$
$
1.72500
1.50000
1.37500
1.40625
Series of
Preferred Stock
Series F ......................
Series G .....................
Series H .....................
As of December 31, 2011
Shares
Authorized
Shares
Issued and
Outstanding
Liquidation
Preference
Dividend
Rate
Annual
Dividend per
Depositary
Share
700,000
184,000
70,000
954,000
700,000
184,000
70,000
954,000
$
$
175,000
460,000
175,000
810,000
6.65% $
7.75% $
6.90% $
Par Value
1.00
1.00
1.00
$
$
$
1.66250
1.93750
1.72500
The following Preferred Stock series were issued during the years ended December 31, 2012 and 2010:
Series of
Preferred Stock
Series H(1) ............
Series I (2) ..............
Series J (3) ..............
Series K (4) ............
Date
Issued
8/30/2010
3/20/2012
7/25/2012
12/7/2012
Depositary
Shares
Issued
7,000,000
16,000,000
9,000,000
7,000,000
Fractional
Interest per
Share
Net
Proceeds,
After
Expenses
(in millions)
Offering/
Redemption
Price
1/100 $
1/1000 $
1/1000 $
1/1000 $
169.2 $
387.2 $
217.8 $
169.1 $
25.00
25.00
25.00
25.00
Optional
Redemption
Date
8/30/2015
3/20/2017
7/25/2017
12/7/2017
(1) The net proceeds received from this offering were used to repay $150.0 million in mortgages payable and for general corporate
purposes.
(2) The net proceeds received from this offering were used for general corporate purposes, including the reduction of borrowings
outstanding under the Company’s revolving credit facility and the redemption of shares of the Company’s preferred stock.
(3) The net proceeds received from this offering were used for the redemption of all the outstanding depositary shares representing
the Company’s Class F preferred stock, which redemption occurred on August 15, 2012, as discussed below, with the remaining
proceeds used towards the redemption of outstanding depositary shares representing the Company’s Class G preferred stock,
which redemption occurred on October 10, 2012, as discussed below, and general corporate purposes.
(4) The net proceeds received from this offering were used for general corporate purposes, including funding towards the
repayment of maturing Senior Unsecured Notes.
80
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The following Preferred Stock series were redeemed during the year ended December 31, 2012:
Series of
Preferred Stock Date Issued
6/5/2003
10/10/2007
Series F (1) ..............
Series G (2) ............
Depositary
Shares
Issued
Redemption
Amount
(in millions)
Offering/
Redemption
Price
Optional
Redemption
Date
7,000,000 $
18,400,000 $
175.0 $
460.0 $
25.00
25.00
6/5/2008
10/10/2012
Actual
Redemption
Date
8/15/2012
10/10/2012
(1) In connection with this redemption the Company recorded a non-cash charge of $6.2 million resulting from the difference
between the redemption amount and the carrying amount of the Class F Preferred Stock on the Company’s Consolidated
Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $6.2 million was
subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings
per share for the year ended December 31, 2012.
(2) In connection with this redemption the Company recorded a non-cash charge of $15.5 million resulting from the difference
between the redemption amount and the carrying amount of the Class G Preferred Stock on the Company’s Consolidated
Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $15.5 million was
subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings
per share for the year ended December 31, 2012.
The Company’s Preferred Stock Depositary Shares for all series are not convertible or exchangeable for any other property or
securities of the Company.
Voting Rights - The Class K Preferred Stock, Class J Preferred Stock, Class I Preferred Stock and Class H Preferred Stock rank pari
passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below.
As to any matter on which the Class H Preferred Stock may vote, including any actions by written consent, each share of the Class
H Preferred Stock shall be entitled to 100 votes, each of which 100 votes may be directed separately by the holder thereof. With
respect to each share of Class H Preferred Stock, the holder thereof may designate up to 100 proxies, with each such proxy having
the right to vote a whole number of votes (totaling 100 votes per share of Class H Preferred Stock). As a result, each Class H
Depositary Share is entitled to one vote.
As to any matter on which the Class I, J, or K Preferred Stock may vote, including any actions by written consent, each share of the
Class I, J or K Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed separately by the holder
thereof. With respect to each share of Class I, J or K Preferred Stock, the holder thereof may designate up to 1,000 proxies, with
each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per share of Class I, J or K Preferred Stock).
As a result, each Class I, J or K Depositary Share is entitled to one vote.
Liquidation Rights –
In the event of any liquidation, dissolution or winding up of the affairs of the Company, preferred stock holders are entitled to be
paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $2,500.00 Class
H Preferred Stock per share, $25,000.00 Class I Preferred Stock per share, $25,000.00 Class J Preferred Stock per share and
$25,000.00 Class K Preferred Stock per share ($25.00 per each Class H, Class I, Class J and Class K Depositary Share), plus an
amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of
the Company’s common stock or any other capital stock that ranks junior to the preferred stock as to liquidation rights.
Common Stock –
The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares
in connection with the exercise of stock options or the issuance of restricted stock awards. These share repurchases may occur in
open market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s
liquidity requirements, contractual restrictions and other factors. During the year ended December 31, 2012, the Company
repurchased 1,635,823 shares of the Company’s common stock for $30.9 million, of which $22.6 million was provided to the
Company from stock options exercised.
81
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Convertible Units –
The Company has varies types of convertible units that were issued in connection with the purchase of operating properties (see
footnote 15). The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s
consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on
December 31, 2012, is $28.7 million. The Company has the option to settle such redemption in cash or shares of the Company’s
common stock. If the Company exercised its right to settle in Common Stock, the unit holders would receive 1.5 million shares of
Common Stock.
18. Supplemental Schedule of Non-Cash Investing/Financing Activities:
The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended December
31, 2012, 2011 and 2010 (in thousands):
2012
2011
2010
Acquisition of real estate interests by assumption of mortgage debt........... $
Disposition of real estate interest by assignment of debt ................................... $
Issuance of common stock ................................................................................................... $
Surrender of common stock ............................................................................................... $
Disposition of real estate through the issuance of loan receivables .............. $
Investment in real estate joint venture by contribution of properties
and assignment of debt ................................................................................................ $
Declaration of dividends paid in succeeding period ............................................... $
Consolidation of Joint Ventures:
Increase in real estate and other assets ............................................................... $
Increase in mortgage payable .................................................................................... $
$
179,198
$
17,083
$
18,115
(2,073) $
$
13,475
117,912 $
- $
4,940 $
(596) $
14,297 $
- $
$
96,518
- $
92,159 $
-
-
$
$
- $
- $
670
81,000
5,070
(840)
975
149,034
89,037
174,327
144,803
19. Transactions with Related Parties:
The Company provides management services for shopping centers owned principally by affiliated entities and various real estate joint
ventures in which certain stockholders of the Company have economic interests. Such services are performed pursuant to
management agreements which provide for fees based upon a percentage of gross revenues from the properties and other direct
costs incurred in connection with management of the centers. Reference is made to Footnotes 4, 5, 8 and 20 for additional
information regarding transactions with related parties.
Ripco Real Estate Corp. (“Ripco”) business activities include serving as a leasing agent and representative for national and regional
retailers including Target, Best Buy, Kohls and many others, providing real estate brokerage services and principal real estate investing.
Mr. Todd Cooper, an officer and 50% shareholder of Ripco, is a son of Mr. Milton Cooper, Executive Chairman of the Board of
Directors of the Company. During 2012, 2011 and 2010, the Company paid brokerage commissions of $0.8 million, $0.5 million and
$0.7 million, respectively, to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center
properties owned by the Company. The Company believes that the brokerage commissions paid were at or below the customary
rates for such leasing services.
Additionally, the Company held joint venture investments with Ripco. As of December 31, 2010, the Company had two operating
properties and one land parcel, through joint ventures, in which the Company and Ripco each held 50% noncontrolling interests.
The Company accounts for its investment in these joint ventures under the equity method of accounting. During 2011, the joint
ventures sold one land parcel and one operating property to third parties, in separate transactions, which were encumbered by loans
aggregating $14.2 million. As a result of these transactions the loans were fully repaid and the Company was relieved of the
corresponding debt guarantees on these two loans. During 2012, the Company acquired the remaining 50% noncontrolling interest
held by Ripco in a joint venture investment. As a result of this transaction, the Company now owns a 100% controlling interest and
consolidates this investment.
As of December 31, 2012, the remaining joint venture has a $2.8 million loan payable which is scheduled to mature in 2013 and
bears interest at rate of LIBOR plus 1.05%. This loan is jointly and severally guaranteed by the Company and the joint venture
partner.
82
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
20. Commitments and Contingencies:
Operations -
The Company and its subsidiaries are primarily engaged in the operation of shopping centers that are either owned or held under
long-term leases that expire at various dates through 2095. The Company and its subsidiaries, in turn, lease premises in these centers
to tenants pursuant to lease agreements which provide for terms ranging generally from 5 to 25 years and for annual minimum
rentals plus incremental rents based on operating expense levels and tenants' sales volumes. Annual minimum rentals plus
incremental rents based on operating expense levels comprised 97% of total revenues from rental property for each of the three
years ended December 31, 2012, 2011 and 2010.
The future minimum revenues from rental property under the terms of all non-cancelable tenant leases, assuming no new or
renegotiated leases are executed for such premises, for future years are as follows (in millions): 2013, $676.0; 2014, $614.0; 2015,
$545.4; 2016, $465.4; 2017, $380.3 and thereafter; $1,815.1.
Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases. The difference
between the amount of rental income contracted through leases and rental income recognized on a straight-line basis for the years
ended December 31, 2012, 2011 and 2010 is $9.5 million, $9.8 million and $12.0 million, respectively.
Minimum rental payments under the terms of all non-cancelable operating leases pertaining to the Company’s shopping center
portfolio for future years are as follows (in millions): 2013, $12.6; 2014, $12.2; 2015, $11.1; 2016, $10.3; 2017, $9.9 and thereafter,
$172.6.
Captive Insurance -
In October 2007, the Company formed a wholly-owned captive insurance company, Kimco Insurance Company, Inc., ("KIC"), which
provides general liability insurance coverage for all losses below the deductible under our third-party policy. The Company entered
into the Insurance Captive as part of its overall risk management program and to stabilize its insurance costs, manage exposure and
recoup expenses through the functions of the captive program. The Company capitalized KIC in accordance with the applicable
regulatory requirements. KIC established annual premiums based on projections derived from the past loss experience of the
Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of future projected claims,
related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to KIC may be
adjusted based on this estimate, like premiums paid to third-party insurance companies, premiums paid to KIC may be reimbursed
by tenants pursuant to specific lease terms.
Guarantees –
On a select basis, the Company provides guarantees on interest bearing debt held within real estate joint ventures in which the
Company has noncontrolling ownership interests. The Company is often provided with a back-stop guarantee from its partners. The
Company had the following outstanding guarantees as of December 31, 2012 (amounts in millions):
Name of Joint
Venture
Amount of
Guarantee
Interest rate
Maturity,
with
extensions
Terms
Type of debt
InTown Suites
Management, Inc. (1) .... $
Hillsborough ......................... $
Victoriaville ............................ $
145.2
LIBOR plus 1.15%
2.8 LIBOR plus 1.05%
5.1
3.92%
2015
2013
2020
25% partner back-stop
Jointly and severally with partner Promissory note
Jointly and severally with partner Promissory note
Unsecured credit facility
(1) During October 2012, a purchase and sale agreement was executed to sell the InTown Suites company and related real estate
assets for a gross sales price of $735 million, including $617 million of existing debt. The sale is contingent upon satisfactorily
completing a due diligence process and other closing conditions, including lender approvals. The Company expects to complete
this transaction in the first half of 2013. If the transaction is completed, the Company has agreed to maintain $145.2 million in
preexisting guarantees of outstanding debt to be assumed by the buyer.
The Company evaluated these guarantees in connection with the provisions of the FASB’s Guarantees guidance and determined that
the impact did not have a material effect on the Company’s financial position or results of operations.
83
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Letters of Credit -
The Company has issued letters of credit in connection with the completion and repayment guarantees for loans encumbering
certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At
December 31, 2012, these letters of credit aggregated $33.6 million.
Other -
In connection with the construction of its development and redevelopment projects and related infrastructure, certain public
agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds
expire upon the completion of the improvements and infrastructure. As of December 31, 2012, there were $20.7 million in
performance and surety bonds outstanding.
On January 28, 2013, the Company received a subpoena from the Enforcement Division of the SEC in connection with an
investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible
violations of the Foreign Corrupt Practices Act. The Company is responding to the subpoena and intends to cooperate fully with the
SEC in this matter. The Company has also been notified that the U.S. Department of Justice (“DOJ”) is conducting a parallel
investigation, and the Company expects that it will cooperate with the DOJ investigation. At this point, we are unable to predict the
duration, scope or result of the SEC or DOJ investigation.
The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management
believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations
or liquidity of the Company as of December 31, 2012.
21. Incentive Plans:
The Company maintains two equity participation plans, the Second Amended and Restated 1998 Equity Participation Plan (the
“Prior Plan”) and the 2010 Equity Participation Plan (the “2010 Plan”) (collectively, the “Plans”). The Prior Plan provides for a
maximum of 47,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options and restricted
stock grants. The 2010 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be issued for
qualified and non-qualified options, restricted stock, performance awards and other awards, plus the number of shares of common
stock which are or become available for issuance under the Prior Plan and which are not thereafter issued under the Prior Plan,
subject to certain conditions. Unless otherwise determined by the Board of Directors at its sole discretion, options granted under
the Plans generally vest ratably over a range of three to five years, expire ten years from the date of grant and are exercisable at the
market price on the date of grant. Restricted stock grants generally vest (i) 100% on the fourth or fifth anniversary of the grant, (ii)
ratably over three or four years, (iii) over three years at 50% after two years and 50% after the third year or (iv) over ten years at
20% per year commencing after the fifth year. Performance share awards may provide a right to receive shares of restricted stock
based on the Company’s performance relative to its peers, as defined, or based on other performance criteria as determined by the
Board of Directors. In addition, the Plans provide for the granting of certain options and restricted stock to each of the Company’s
non-employee directors (the “Independent Directors”) and permit such Independent Directors to elect to receive deferred stock
awards in lieu of directors’ fees.
The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance which requires
that all share based payments to employees, including grants of employee stock options, be recognized in the Statement of Income
over the service period based on their fair values.
The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing formula. The assumption
for expected volatility has a significant effect on the grant date fair value. Volatility is determined based on the historical equity of
common stock for the most recent historical period equal to the expected term of the options plus an implied volatility measure.
The expected term is determined using the simplified method due to the lack of exercise and cancelation history for the current
vesting terms. The more significant assumptions underlying the determination of fair values for options granted during 2012, 2011
and 2010 were as follows:
Weighted average fair value of options granted............................ $
Weighted average risk-free interest rates..........................................
Weighted average expected option lives (in years) ....................
Weighted average expected volatility..................................................
Weighted average expected dividend yield .....................................
$
4.52
1.04%
6.25
37.53%
3.94%
4.39 $
2.02 %
6.25
36.82 %
3.98 %
3.82
2.40%
6.25
37.98%
4.21%
Year Ended December 31,
2011
2010
2012
84
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Information with respect to stock options under the Plan for the years ended December 31, 2012, 2011, and 2010 are as follows:
Options outstanding, January 1, 2010 .................................................................
Exercised ..................................................................................................................
Granted .....................................................................................................................
Forfeited ....................................................................................................................
Options outstanding, December 31, 2010 ......................................................
Exercised ..................................................................................................................
Granted .....................................................................................................................
Expired ......................................................................................................................
Forfeited ....................................................................................................................
Options outstanding, December 31, 2011 ......................................................
Exercised ..................................................................................................................
Granted .....................................................................................................................
Forfeited ....................................................................................................................
Options outstanding, December 31, 2012 ......................................................
Options exercisable (fully vested)-
Weighted-
Average
Exercise Price
Per Share
Aggregate
Intrinsic Value
(in millions)
3.4
Shares
17,560,921
$
(616,245) $
$
1,776,175
(1,605,062) $
$
17,115,789
(444,368) $
$
1,888,017
(655,748) $
(793,098) $
17,110,592
$
(1,495,432) $
$
1,522,450
(579,613) $
$
16,557,997
29.69 $
13.73
15.63
33.68
28.32 $
14.71
18.77
16.40
23.74
28.14 $
19.84
18.78
28.73
28.42 $
18.0
8.0
14.9
5.8
3.9
7.7
December 31, 2010 ............................................................................
December 31, 2011 ............................................................................
December 31, 2012 ............................................................................
11,712,900
12,459,598
12,830,255
$
$
$
29.74 $
30.77 $
31.57 $
The exercise prices for options outstanding as of December 31, 2012, range from $11.54 to $53.14 per share. The Company
estimates forfeitures based on historical data. The weighted-average remaining contractual life for options outstanding as of
December 31, 2012, was 4.9 years. The weighted-average remaining contractual term of options currently exercisable as of
December 31, 2012, was 4.9 years. Options to purchase 8,871,495, 5,776,270 and 5,874,704, shares of the Company’s common
stock were available for issuance under the Plan at December 31, 2012, 2011 and 2010, respectively. As of December 31, 2012, the
Company had 3,727,742 options expected to vest, with a weighted-average exercise price per share of $17.58 and an aggregate
intrinsic value of $7.2 million.
Cash received from options exercised under the Plan was $22.6 million, $6.5 million and $8.5 million, for the years ended December
31, 2012, 2011 and 2010, respectively. The total intrinsic value of options exercised during 2012, 2011 and 2010 was $7.0 million,
$1.5 million, and $2.1 million, respectively.
As of December 31, 2012, 2011 and 2010, the Company had restricted shares outstanding of 1,562,912, 832,726 and 526,728,
respectively.
The Company recognized expense associated with its equity awards of $17.9 million, $16.9 million and $14.2 million, for the years
ended December 31, 2012, 2011 and 2010, respectively. As of December 31, 2012, the Company had $31.5 million of total
unrecognized compensation cost related to unvested stock compensation granted under the Plans. That cost is expected to be
recognized over a weighted average period of 3.8 years.
The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares
in connection with the exercise of stock options or the issuance of restricted stock awards. These repurchases may occur in open
market purchases, privately negotiated transactions or otherwise, subject to prevailing market conditions, the Company’s liquidity
requirements, contractual restrictions and other factors. During 2012, the Company repurchased 1.6 million shares of the Company’s
common stock for $30.9 million, of which $22.6 million was provided to the Company from options exercised. During 2011, the
Company repurchased 333,998 shares of the Company’s common stock for $6.0 million, of which $4.9 million was provided to the
Company from options exercised.
85
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company maintains a 401(k) retirement plan covering substantially all officers and employees, which permits participants to
defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This
deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum
of 5% of their eligible compensation (capped at $250,000), is fully vested and funded as of December 31, 2012. The Company’s
contributions to the plan were $2.1 million, $1.9 million, and $2.1 million for the years ended December 31, 2012, 2011 and 2010,
respectively.
The Company recognized severance costs associated with employee terminations during the years ended December 31, 2012, 2011
and 2010 of $5.4 million, $1.7 million and $0.4 million, respectively. The 2012 expense includes $2.5 million of severance costs
related to the departure of an executive officer during January 2012.
22. Income Taxes:
The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1,
1992. To qualify as a REIT, the Company must meet several organizational and operational requirements, including a requirement
that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. Management intends to adhere to
these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate
federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income. If the
Company failed to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate rates
(including any applicable alternative minimum tax) and may not be permitted to elect REIT status for four subsequent taxable years.
Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and
property, and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT
activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes. The Company is also subject
to local taxes on certain Non-U.S. investments.
Reconciliation between GAAP Net Income and Federal Taxable Income:
The following table reconciles GAAP net income to taxable income for the years ended December 31, 2012, 2011 and 2010 (in
thousands):
2012
(Estimated)
2011
(Actual)
2010
(Actual)
GAAP net income attributable to the Company ................................................ $
Less: GAAP net (income)/loss of taxable REIT subsidiaries ................
GAAP net income from REIT operations (a) ........................................................
Net book depreciation in excess of tax depreciation.......................................
Deferred/prepaid/above and below market rents, net.....................................
Book/tax differences from non-qualified stock options....................................
Book/tax differences from investments in real estate joint ventures ........
Book/tax difference on sale of property ...................................................................
Book adjustment to property carrying values and marketable equity
securities ...........................................................................................................................
Taxable currency exchange (loss)/gain, net ............................................................
Book/tax differences on capitalized costs ................................................................
Dividends from taxable REIT subsidiaries ................................................................
Other book/tax differences, net....................................................................................
Adjusted REIT taxable income ....................................................................................... $
$
266,073
(5,249)
260,824
32,517
(17,643)
1,653
16,837
(69,961)
9,956
(1,611)
2,899
1,000
(845)
235,626
$
169,051 $
(19,572)
149,479
30,603
(16,463)
9,879
52,564
1,811
8,721
6,502
3,228
15,969
1,016
263,309 $
142,868
13,920
156,788
13,568
(19,978)
9,103
69,581
(39,139)
19,065
13,134
(12,782)
-
(6,064)
203,276
Certain amounts in the prior periods have been reclassified to conform to the current year presentation, in the table above.
(a) All adjustments to "GAAP net income from REIT operations" are net of amounts attributable to noncontrolling interest and
taxable REIT subsidiaries.
86
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Cash Dividends Paid and Dividends Paid Deductions (in thousands):
For the years ended December 31, 2012, 2011 and 2010 cash dividends paid exceeded the dividends paid deduction and amounted
to $382,722, $353,764, and $306,964, respectively.
Characterization of Distributions:
The following characterizes distributions paid for the years ended December 31, 2012, 2011 and 2010, (in thousands):
2012
2011
2010
Preferred F Dividends
Ordinary income .................................. $
Capital gain ..............................................
$
Preferred G Dividends
Ordinary income .................................. $
Capital gain ..............................................
$
Preferred H Dividends
Ordinary income .................................. $
Capital gain ..............................................
$
Preferred I Dividends
Ordinary income .................................. $
Capital gain ..............................................
$
Preferred J Dividends
Ordinary income .................................. $
Capital gain ..............................................
$
Common Dividends
Ordinary income .................................. $
Capital Gain ............................................
Return of capital ...................................
$
Total dividends distributed ............. $
9,116
582
9,698
33,046
2,109
35,155
11,351
725
12,076
12,847
820
13,667
2,585
165
2,750
222,751
15,469
71,156
309,376
382,722
Taxable REIT Subsidiaries and Taxable Entities:
94% $
6%
100% $
94% $
6%
100% $
94% $
6%
100% $
94% $
6%
100% $
94% $
6%
100% $
72% $
5%
23%
100% $
$
11,638
-
11,638
35,650
-
35,650
13,584
-
13,584
-
-
-
-
-
-
208,832
-
84,060
292,892
353,764
100% $
-%
100% $
100% $
-%
100% $
100% $
-%
100% $
-% $
-%
-% $
-% $
-%
-% $
11,638
-
11,638
35,650
-
35,650
-
-
-
-
-
-
-
-
-
71% $
-%
29%
100% $
$
181,773
-
77,903
259,676
306,964
100%
-%
100%
100%
-%
100%
-%
-%
-%
-%
-%
-%
-%
-%
-%
70%
-%
30%
100%
The Company is subject to federal, state and local income taxes on income earned from activities conducted through taxable REIT
subsidiaries (“TRS”). TRS activities include Kimco Realty Services ("KRS"), a wholly-owned subsidiary of the Company and its
subsidiaries, and the consolidated entities of FNC Corporation (“FNC”), and Blue Ridge Real Estate Company/Big Boulder
Corporation. The Company is also subject to taxes on its activities in Canada, Mexico, Brazil, Chile, and Peru. Dividends paid to the
Company from its subsidiaries and joint ventures in Canada, Mexico and Brazil are generally not subject to withholding taxes under
the applicable tax treaty with the United States. Chile and Peru impose a 10% and 4.1% withholding tax, respectively, on dividend
distributions. Brazil levies a 0.38% transaction tax on return of capital distributions. During 2012, less than $0.1 million of withholding
and transaction taxes were withheld from distributions related to foreign activities.
Income taxes have been provided for on the asset and liability method as required by the FASB’s Income Tax guidance. Under the
asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis
and the tax basis of taxable assets and liabilities.
87
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company’s pre-tax book income/(loss) and (provision)/benefit for income taxes relating to the Company’s TRS and taxable
entities which have been consolidated for accounting reporting purposes, for the years ended December 31, 2012, 2011, and 2010,
are summarized as follows (in thousands):
Income/(loss) before income taxes – U.S.
(Provision)/benefit for income taxes, net:
Federal :
2012
2011
2010
$
8,389 $
36,077 $
(23,658)
Current ..........................................................................................................
Deferred .......................................................................................................
Federal tax (provision)/benefit ....................................................
State and local:
Current .............................................................................................................
Deferred ..........................................................................................................
State tax (provision)/benefit..........................................................
Total tax (provision)/benefit – U.S. .......................................................................
Net income/(loss) from U.S. taxable REIT subsidiaries .............................. $
Income before taxes – Non-U.S. ........................................................................... $
(Provision)/benefit for Non-U.S. income taxes:
Current ............................................................................................................. $
Deferred ..........................................................................................................
Non-U.S. tax provision ................................................................................................. $
(503)
(535)
(1,038)
(1,543)
(560)
(2,103)
(3,141)
5,248 $
33,842 $
5,790 $
1,239
7,029 $
(2,463)
(10,635)
(13,098)
(1,343)
(2,064)
(3,407)
(16,505)
19,572 $
63,154 $
(4,484) $
2,784
(1,700) $
1,482
7,136
8,618
(265)
1,385
1,120
9,738
(13,920)
102,426
(13,671)
430
(13,241)
The Company’s deferred tax assets and liabilities at December 31, 2012 and 2011, were as follows (in thousands):
Deferred tax assets:
Tax/GAAP basis differences ......................................................................................... $
Net operating losses .........................................................................................................
Related party deferred loss ...........................................................................................
Tax credit carryforwards ................................................................................................
Capital loss carryforwards ..............................................................................................
Charitable contribution carryforward......................................................................
Non-U.S. tax/GAAP basis differences.....................................................................
Valuation allowance – U.S. ............................................................................................
Valuation allowance – Non-U.S. .................................................................................
Total deferred tax assets .....................................................................................................
Deferred tax liabilities – U.S. .............................................................................................
Deferred tax liabilities – Non-U.S. .................................................................................
Net deferred tax assets ....................................................................................................... $
2012
2011
68,623 $
43,483
6,214
3,815
647
3
62,548
(33,783)
(38,129)
113,421
(9,933)
(13,263)
90,225 $
66,177
47,719
7,577
3,537
364
-
63,610
(33,783)
(32,737)
122,464
(11,434)
(16,085)
94,945
As of December 31, 2012, the Company had net deferred tax assets of $90.2 million comprised of (i) $58.7 million relating to the
difference between the basis of accounting for federal and state income tax reporting and GAAP reporting for real estate assets,
joint ventures, and other investments, net of $9.9 million of deferred tax liabilities, (ii) $4.0 million and $5.7 million for the tax effect
of net operating loss carryovers within KRS and FNC, respectively, net of a valuation allowance within FNC of $33.8 million, (iii) $6.2
million for losses deferred for federal and state income tax purposes for transactions with related parties, (iv) $3.8 million for tax
credit carryovers, (v) $0.6 million for capital loss carryovers, and (vi) $11.2 million of deferred tax assets related to its investments in
Canada and Latin America, net of a valuation allowance of $38.1 million and deferred tax liabilities of $13.3 million. General business
tax credit carryovers of $2.2 million within KRS expire during taxable years from 2027 through 2031, and alternative minimum tax
credit carryovers of $1.6 million do not expire.
88
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The major differences between GAAP basis of accounting and the basis of accounting used for federal and state income tax
reporting consist of impairment charges recorded for GAAP, but not recognized for tax purposes, depreciation and amortization,
rental revenue recognized on the straight line method for GAAP, reserves for doubtful accounts, and the period in which certain
gains were recognized for tax purposes, but not yet recognized under GAAP. The Company had foreign net deferred tax assets of
$11.2 million, related to its operations in Canada and Latin America, which consists primarily of differences between the GAAP book
basis and the basis of accounting applicable to the jurisdictions in which the Company is subject to tax.
Deferred tax assets and deferred tax liabilities are included in the caption Other assets and Other liabilities on the accompanying
Consolidated Balance Sheets at December 31, 2012 and 2011. Operating losses and the valuation allowance are related primarily to
the Company’s consolidation of its taxable REIT subsidiaries for accounting and reporting purposes. For the year ended December
31, 2011, KRS generated $12.5 million, of net operating loss carryovers that expire 2031. For the year ended December 31, 2012,
KRS produced $12.1 million of taxable income and utilized $12.1 million of its $22.1 million net operating loss carryovers. At
December 31, 2012 and 2011, FNC had $101.3 million and $106.2 million, respectively, of net operating loss carryovers that expire
from 2021 through 2026.
The Company maintained a valuation allowance of $33.8 million within FNC to reduce the deferred tax asset of $39.5 million
related to net operating loss carryovers to the amount the Company determined is more likely than not realizable. The Company
analyzed projected taxable income and the expected utilization of FNC’s remaining net operating loss carryovers and determined a
partial valuation allowance was appropriate.
The Company’s investments in Latin America are made through individual entities which are subject to local taxes. The Company
assesses each entity to determine if deferred tax assets are more likely than not realizable. This assessment primarily includes an
analysis of cumulative earnings and the determination of future earnings to the extent necessary to fully realize the individual
deferred tax asset. Based on this analysis the Company has determined that a full valuation allowance is required for entities which
have a three-year cumulative book loss and for which future earnings are not readily determinable. In addition, the Company has
determined that no valuation allowance is needed for entities that have three-years of cumulative book income and future earnings
are anticipated to be sufficient to more likely than not realize their deferred tax assets. At December 31, 2012, the Company had
total deferred tax assets of $43.8 million relating to its Latin American investments with an aggregate valuation allowance of $38.1
million.
The Company’s deferred tax assets in Canada result principally from depreciation deducted under GAAP that exceed capital cost
allowances claimed under Canadian tax rules. The deferred tax asset will naturally reverse upon disposition as tax basis will be
greater than the basis of the assets under generally accepted accounting principles.
As of December 31, 2012, the Company determined that no valuation allowance was needed against a $70.2 million net deferred
tax asset within KRS. The Company based its determination on an analysis of both positive evidence and negative evidence using its
judgment as to the relative weight of each. The Company believes, when evaluating KRS’s deferred tax assets, special consideration
should be given to the unique relationship between the Company as a REIT and KRS as a taxable REIT subsidiary. This relationship
exists primarily to protect the REIT’s qualification under the Code by permitting, within certain limits, the REIT to engage in certain
business activities in which the REIT cannot directly participate. As such, the REIT controls which and when investments are held in,
or distributed or sold from, KRS. This relationship distinguishes a REIT and taxable REIT subsidiary from an enterprise that operates
as a single, consolidated corporate taxpayer. The Company will continue through this structure to operate certain business activities
in KRS.
The Company’s analysis of KRS’s ability to utilize its deferred tax assets includes an estimate of future projected income. To
determine future projected income, the Company scheduled KRS’s pre-tax book income and taxable income over a twenty year
period taking into account its continuing operations (“Core Earnings”). Core Earnings consist of estimated net operating income for
properties currently in service and generating rental income. Major lease turnover is not expected in these properties as these
properties were generally constructed and leased within the past five years. The Company also included known future events in its
projected income forecast. In addition, the Company can employ additional strategies to realize KRS’s deferred tax assets including
transferring its property management business, sale of certain built-in gain assets, and further reducing intercompany debt.
The Company’s projection of KRS’s future taxable income over twenty years, utilizing the assumptions above with respect to Core
Earnings, net of related expenses, generates $315.2 million after the reversal of $87.4 million of deductible temporary differences.
Based on this analysis, the Company concluded it is more likely than not that KRS’s net deferred tax asset of $70.2 million will be
realized and therefore, no valuation allowance is needed at December 31, 2012. If future income projections do not occur as
forecasted or the Company incurs additional impairment losses in excess of the amount Core Earnings can absorb, the Company
will reconsider the need for a valuation allowance.
89
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(Benefit)/provision differ from the amount computed by applying the statutory federal income tax rate to taxable income before
income taxes were as follows (in thousands):
Federal benefit at statutory tax rate (35%)....................................... $
State and local taxes, net of federal benefit......................................
Other .....................................................................................................................
Total tax provision/(benefit) – U.S. .............................................. $
2,936 $
230
(25)
3,141 $
12,627 $
1,683
2,195
16,505 $
(8,280)
(728)
(730)
(9,738)
2012
2011
2010
Uncertain Tax Positions:
The Company is subject to income tax in certain jurisdictions outside the U.S., principally Canada and Mexico. The statute of
limitations on assessment of tax varies from three to seven years depending on the jurisdiction and tax issue. Tax returns filed in
each jurisdiction are subject to examination by local tax authorities. The Company is currently under audit by the Canadian Revenue
Agency, Mexican Tax Authority and the U.S. Internal Revenue Service (“IRS”). In October 2011, the IRS issued a notice of proposed
adjustment, which proposes pursuant to Section 482 of the Code, to disallow a capital loss claimed by KRS on the disposition of
common shares of Valad Property Ltd., an Australian publicly listed company. Because the adjustment is being made pursuant to
Section 482 of the Code, the IRS may assert a 100 percent “penalty” tax pursuant to Section 857(b)(7) of the Code in lieu of
disallowing the capital loss deduction. The notice of proposed adjustment indicates the IRS’ intention to impose the 100 percent
penalty tax on the Company in the amount of $40.9 million and disallowing the capital loss claimed by KRS. The Company strongly
disagrees with the IRS’ position on the application of Section 482 of the Code to the disposition of the shares, the imposition of the
100 percent penalty tax and the simultaneous assertion of the penalty tax and disallowance of the capital loss deduction. The
Company received a Notice of Proposed Assessment and filed a written protest and requested an IRS Appeals Office conference,
which has yet to be scheduled. The Company intends to vigorously defend its position in this matter and believes it will prevail.
Resolutions of these audits are not expected to have a material effect on the Company’s financial statements. The Company does
not believe that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
The liability for uncertain tax benefits principally consists of estimated foreign, federal and state income tax liabilities for the years
ended December 31, 2012 and 2011. The aggregate changes in the balance of unrecognized tax benefits were as follows (in
thousands):
Balance, beginning of year ................................................................................................ $
Increases for tax positions related to current year.............................................
Reductions due to lapsed statute of limitations....................................................
Balance, end of year ............................................................................................................. $
2012
2011
16,901 $
3,079
(3,090)
16,890 $
14,908
1,993
-
16,901
23. Supplemental Financial Information:
The following represents the results of income, expressed in thousands except per share amounts, for each quarter during the years
2012 and 2011:
Mar. 31
June 30
Sept. 30
Dec. 31
2012 (Unaudited)
Revenues from rental property(1) ....................................... $
Net income attributable to the Company ...................... $
214,851 $
53,638 $
220,670 $
69,112 $
220,188 $
54,941 $
229,073
88,382
Net income per common share:
Basic .................................................................................. $
Diluted ............................................................................ $
0.09 $
0.09 $
0.12 $
0.12 $
0.07 $
0.07 $
0.14
0.14
90
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Mar. 31
June 30
Sept. 30
Dec. 31
2011 (Unaudited)
Revenues from rental property(1) ....................................... $
Net income attributable to the Company ...................... $
206,156 $
28,963 $
206,034 $
38,709 $
201,082 $
54,981 $
212,465
46,398
Net income per common share:
Basic .................................................................................. $
Diluted ............................................................................ $
0.03 $
0.03 $
0.06 $
0.06 $
0.10 $
0.10 $
0.08
0.08
(1) All periods have been adjusted to reflect the impact of operating properties sold during 2012 and 2011 and properties classified
as held-for-sale as of December 31, 2012, which are reflected in the caption Discontinued operations on the accompanying
Consolidated Statements of Income.
Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of
$16.4 million and $18.1 million of billed accounts receivable at December 31, 2012 and 2011, respectively. Additionally, Accounts
and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $22.8 million
and $25.4 million of straight-line rent receivable at December 31, 2012 and 2011, respectively.
24. Pro Forma Financial Information (Unaudited):
As discussed in Notes 5, 6 and 7, the Company and certain of its subsidiaries acquired and disposed of interests in certain operating
properties during 2012. The pro forma financial information set forth below is based upon the Company's historical Consolidated
Statements of Income for the years ended December 31, 2012 and 2011, adjusted to give effect to these transactions at the
beginning of 2011.
The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of
Income would have been had the transactions occurred at the beginning of 2011, nor does it purport to represent the results of
Income for future periods. (Amounts presented in millions, except per share figures.)
Year ended December 31,
2011
2012
Revenues from rental property .................................................................................................. $
Net income ........................................................................................................................................... $
Net income attributable to the Company’s common shareholders ..................... $
903.2 $
228.5 $
120.9 $
Net income attributable to the Company’s common shareholders per
common share:
Basic ................................................................................................................................................ $
Diluted ........................................................................................................................................... $
0.30 $
0.30 $
867.5
174.7
102.3
0.25
0.25
91
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For Years Ended December 31, 2012, 2011 and 2010
(in thousands)
Balance at
beginning of
period
Charged to
expenses
Adjustments to
valuation
accounts
Deductions
Balance at
end of
period
Year Ended
December 31, 2012
Allowance for uncollectable
accounts ..................................... $
18,059 $
6,309 $
- $
(7,966) $
16,402
Allowance for deferred tax
asset ............................................. $
66,520 $
- $
5,392 $
- $
71,912
Year Ended
December 31, 2011
Allowance for uncollectable
accounts ..................................... $
15,712 $
7,027 $
- $
(4,680) $
18,059
Allowance for deferred tax
asset ............................................. $
43,596 $
- $
22,924 $
- $
66,520
Year Ended
December 31, 2010
Allowance for uncollectable
accounts ..................................... $
12,200 $
10,043 $
- $
(6,531) $
15,712
Allowance for deferred tax
asset ............................................. $
33,783 $
- $
9,813 $
- $
43,596
92
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2012
TOTAL COST,
NET OF
LAND
BUILDING &
IMPROVEMENT
TOTAL
ACCUMULATED ACCUMULATED
DEPRECIATION
DEPRECIATION
INITIAL COST
BUILDING &
SUBSEQUENT
TO
IMPROVEMENT ACQUISITION
-
6,403,809
-
503,987
17,291,542
35,955,005
-
-
148,508
16,410,632
4,126,509
21,269,943
9,802,046
44,149,548 3,306,779
27,536,024 16,395,647
(4,255,793) 4,623,497
130,064 6,786,441
(24,407) 8,046,677
(19,054) 6,060,018
139,626,899 307,992
7,698,708 30,131,356
-
(27,651)
520,771 4,101,017
5,013,176 2,015,726
1,033,546 4,577,869
929,417 2,450,341
439,305
634,051
44,149,548 47,456,327
36,495,949 52,891,596
5,062,802
7,420,492
17,267,135 25,313,812
35,935,950 41,995,969
154,318,907 154,626,899
7,610,996 37,742,352
120,858
16,931,403 21,032,420
9,139,685 11,155,411
23,050,120 27,627,990
10,731,463 13,181,804
120,858
DATE OF
ENCUMBRANCES ACQUISITION CONSTRUCTION
2006
2007
2004
2008
DATE OF
PROPERTIES
1,228,000
5,662,554
6,861,564
8,702,635
4,138,760
2,427,465
LAND
3,306,779
18,951,763
9,318,595
6,786,441
8,046,677
6,060,018
15,000,000
30,043,645
-
4,101,017
2,015,726
5,324,501
2,450,341
GLENN SQUARE
THE GROVE
CHANDLER AUTO MALLS
EL MIRAGE
TALAVI TOWN CENTER
MESA PAVILLIONS
MESA RIVERVIEW
ANA MARIANA POWER CENTER
MESA PAVILLIONS - SOUTH
METRO SQUARE
HAYDEN PLAZA NORTH
PHOENIX, COSTCO
PHOENIX
PINACLE PEAK- N. CANYON
RANCH
VILLAGE CROSSROADS
NORTH VALLEY
ASANTE RETAIL CENTER
SURPRISE II
BELL CAMINO CENTER
COLLEGE PARK SHOPPING
3,276,951
CENTER
4,995,639
ALHAMBRA, COSTCO
ANGEL'S CAMP TOWN CENTER
1,000,000
MADISON PLAZA
5,874,396
6,460,743
CHULA VISTA, COSTCO
13,360,965
CORONA HILLS, COSTCO
5,600,000
LABAND VILLAGE SC
19,886,099
CUPERTINO VILLAGE
9,975,810
CHICO CROSSROADS
9,727,446
CORONA HILLS MARKETPLACE
RIVER PARK SHOPPING CENTER
4,324,000
3,272,212
GOLD COUNTRY CENTER
LA MIRADA THEATRE CENTER
8,816,741
4,114,863
KENNETH HAHN PLAZA
9,259,778
NOVATO FAIR S.C.
1,100,000
SOUTH NAPA MARKET PLACE
12,900,000
PLAZA DI NORTHRIDGE
5,854,585
POWAY CITY CENTRE
2,552,000
REDWOOD CITY
3,020,883
TYLER STREET
SANTA ANA, HOME DEPOT
4,592,364
SAN/DIEGO CARMEL MOUNTAIN 5,322,600
2,966,018
FULTON MARKET PLACE
15,300,000
MARIGOLD SC
4,678,015
BLACK MOUNTAIN VILLAGE
10,687,472
CITY HEIGHTS
2,140,000
TRUCKEE CROSSROADS
16,174,307
WESTLAKE SHOPPING CENTER
7,295,646
SAVI RANCH
VILLAGE ON THE PARK
2,194,463
1,148,317
AURORA QUINCY
1,500,568
AURORA EAST BANK
1,423,260
SPRING CREEK COLORADO
161,167
DENVER WEST 38TH STREET
ENGLEWOOD PHAR MOR
805,837
1,253,497
FORT COLLINS
GREELEY COMMONS
3,313,095
HIGHLANDS RANCH VILLAGE S.C. 8,135,427
2,010,519
VILLAGE CENTER WEST
1,526,576
HERITAGE WEST
MARKET AT SOUTHPARK
9,782,769
5,805,969
WEST FARM SHOPPING CENTER
7,704,968
N.HAVEN, HOME DEPOT
WATERBURY
2,253,078
WILTON RIVER PARK SHOPPING
CTR
BRIGHT HORIZONS
DOVER
ELSMERE
ALTAMONTE SPRINGS
AUBURNDALE
BOCA RATON
BAYSHORE GARDENS,
BRADENTON FL
SHOPPES @ MT. CARMEL
CORAL SPRINGS
CORAL SPRINGS
CURLEW CROSSING S.C.
CLEARWATER FL
EAST ORLANDO
FT.LAUDERDALE/CYPRESS CREEK
OAKWOOD BUSINESS CTR-BLDG
1
SHOPPES AT AMELIA
CONCOURSE
AVENUES WALKS
2,901,000
204,432
710,000
1,649,000
5,315,955
3,627,946
491,676
14,258,760
7,154,585
1,211,748
122,741
-
770,893
751,315
573,875
7,600,000
26,984,546
6,792,500
8,774,694
24,981,223
18,200,901
3,405,683
94,572
6,439,065
7,741,323
19,982,557
6,463,129
23,476,190
25,863,153
53,373,453
13,289,347
46,534,919
30,534,524
24,778,390
18,018,653
7,864,878
35,259,965
7,660,855
15,599,790
22,159,086
40,574,842
13,792,470
6,215,168
7,811,339
18,345,257
8,873,991
6,920,710
25,563,978
11,913,344
28,324,896
8,255,753
64,818,562
29,752,511
8,885,987
4,608,249
6,180,103
5,718,813
646,983
3,232,650
7,625,278
20,069,559
21,579,936
8,361,084
6,124,074
20,779,522
23,348,024
30,797,640
9,017,012
27,509,279
4,610,610
66,738
3,185,642
3,083,574
-
2,295,501
11,738,955
937,457
2,842,907
6,626,301
12,529,467
918,466
1,440,000
28,042,390
20,500 1,228,000
(171,233) 5,662,554
2,539,809 3,861,272
2,865,559 11,039,472
1,035 4,138,760
- 2,427,465
37,500 3,276,951
333,261 4,995,639
- 1,000,000
668,915 5,874,396
11,689,917 6,460,743
5,955,208 13,360,965
9,337 5,607,237
4,625,122 19,886,099
717,076 9,987,652
184,823 9,727,446
(448,708) 4,324,000
37,687 3,278,290
(6,747,916) 6,888,680
47,284 4,114,863
159,789 9,259,778
6,838,973 1,100,000
(792,333) 12,900,000
7,701,699 7,247,814
- 2,552,000
53,109 3,200,516
- 4,592,364
(11,005) 5,322,600
927,435 2,966,018
3,406,662 15,300,000
89,992 4,678,015
26,489 10,687,472
611,777 2,140,000
94,358,492 16,174,307
- 7,295,646
5,619,852 2,194,463
988,825 1,148,317
753,032 1,500,568
798,280 1,423,260
- 161,167
249,867 805,837
1,599,608 1,253,497
24,300 3,313,095
(879,782) 5,337,081
6,815 2,010,519
774,090 1,526,576
(32,455) 9,782,769
4,537,981 5,805,969
1,050,387 7,704,968
653,224 2,253,078
70,777 7,154,585
9,499 1,211,748
4,007,816 3,024,375
2,287,586
-
(1,322,574) 538,796
- 751,315
1,722,099 733,875
1,234,179 2,901,000
79,652 204,432
3,804,755 710,000
443,196 1,649,000
1,709,383 5,315,955
(269,494) 2,174,938
2,626,124 1,007,882
1,856,935 14,258,760
8,795,194 10,023,194
24,809,989 30,472,543
23,741,002 27,602,274
3,934,405 14,973,877
4,234,367
8,866,530
95,607
6,439,065
7,778,823 11,055,774
20,315,818 25,311,457
6,463,129
7,463,129
24,145,105 30,019,501
37,553,070 44,013,813
59,328,661 72,689,626
13,291,448 18,898,685
51,160,041 71,046,140
31,239,758 41,227,410
24,963,214 34,690,660
17,569,945 21,893,945
7,896,487 11,174,777
30,440,110 37,328,790
7,708,139 11,823,002
15,759,579 25,019,357
28,998,059 30,098,059
39,782,509 52,682,509
20,100,941 27,348,754
6,215,168
8,767,168
7,684,814 10,885,331
18,345,257 22,937,622
8,862,986 14,185,586
7,848,145 10,814,163
28,970,640 44,270,640
12,003,336 16,681,350
28,351,385 39,038,857
8,867,531 11,007,530
159,177,054 175,351,360
29,752,511 37,048,157
14,505,839 16,700,302
6,745,391
5,597,074
8,433,703
6,933,136
7,940,353
6,517,092
808,150
646,983
3,482,517
4,288,354
9,224,886 10,478,382
20,093,859 23,406,954
23,498,500 28,835,581
8,367,899 10,378,418
6,898,164
8,424,740
20,747,067 30,529,837
27,886,005 33,691,974
31,848,027 39,552,995
9,670,236 11,923,314
27,580,056 34,734,641
5,831,857
4,620,109
4,197,296
1,172,921
5,473,228
5,473,228
2,531,893
1,993,097
751,315
-
4,591,475
3,857,600
1,017,110
6,647,662
7,069,497
12,973,134 15,874,134
1,221,542
7,357,662
8,718,497
14,238,851 19,554,805
4,276,918
2,101,980
3,549,918
4,557,800
29,899,324 44,158,084
3,457,974
2,930,399
8,907
18,289
8,289,742
4,207,683
28,304,759
213,200
25,871
6,486,711
3,053,920
6,000,660
4,411,736
1,855,367
1,190,895
1,113,619
105,624
2,833
352,701
412,115
7,654,985
728,463
8,984,338
12,001,986
22,144,201
4,736,363
14,969,322
5,833,271
6,349,975
1,933,015
2,178,896
11,068,980
2,295,093
2,600,473
10,512,866
10,809,040
5,923,090
516,707
2,486,959
6,935,088
1,432,895
2,371,319
12,905,960
3,265,898
85,288
4,803,398
30,127,534
321,298
4,460,720
1,995,723
2,773,641
2,438,037
247,437
1,354,400
2,706,634
241,795
833,081
377,958
2,464,339
1,045,288
8,979,729
11,775,885
4,631,458
423,247
64,596
52,085
3,235,258
808,903
-
2,030,398
4,848,241
72,719
2,685,234
2,795,837
3,480,389
227,901
2,297,443
4,115,199
43,998,353
49,961,197
5,053,895
7,402,203
17,024,070
37,788,286
126,322,140
37,529,152
94,986
14,545,708
8,101,491
21,627,330
8,770,068
8,167,828
29,281,648
26,488,655
14,868,253
4,231,534
8,513,829
10,643,659
17,656,472
6,734,666
21,035,163
32,011,828
50,545,425
14,162,322
56,076,818
35,394,139
28,340,684
19,960,930
8,995,881
26,259,809
9,527,909
22,418,884
19,585,193
41,873,469
21,425,664
8,250,461
8,398,372
16,002,534
12,752,691
8,442,844
31,364,680
13,415,452
38,953,568
6,204,133
145,223,827
36,726,859
12,239,582
4,749,668
5,660,063
5,502,316
560,713
2,933,954
7,771,748
23,165,159
28,002,500
10,000,460
5,960,401
29,484,549
24,712,246
27,777,110
7,291,857
34,311,394
5,767,262
4,145,211
2,237,969
1,722,990
751,315
2,561,077
11,025,893
1,148,823
4,672,428
5,922,660
16,074,416
4,049,016
2,260,357
40,042,885
2007
2009
2011
1998
1998
1998
1997
2009
2011
2011
2012
2011
1998
2009
1998
1998
1998
2008
2006
2008
2007
2009
2008
1998
2010
2009
2006
2005
2005
2009
2008
1998
2009
2005
2005
2007
2012
2006
2002
2012
1998
1998
1998
1998
1998
1998
2000
2012
2011
2011
1998
2011
1998
1998
1993
2012
2012
2003
1995
2009
1992
1998
2009
1994
1997
2005
2007
2009
2009
1,853,110
16,320,882
8,500,000
33,678,588
24,510,565
6,901,658
6,000,000
-
-
6,643,654
21,808,858
3,264,029
20,870,995
6,205,857
19,896,160
1,768,215
-
-
2005
2006
2004
2008
1979
1971
2003
2005
18,662,565
773,436 6,792,500
19,436,000 26,228,500
2,661,544
23,566,957
-
-
8,936,082 1,138,216
49,385,331 33,225,306
15,397,866 16,536,082
43,144,571 76,369,877
1,246,842
-
15,289,240
76,369,877
93
INITIAL COST
SUBSEQUENT
BUILDING &
TO
IMPROVEMENT ACQUISITION
LAND
BUILDING &
IMPROVEMENT
TOTAL
ACCUMULATED ACCUMULATED
DEPRECIATION
DEPRECIATION
TOTAL COST,
NET OF
DATE OF
ENCUMBRANCES ACQUISITION CONSTRUCTION
1974
DATE OF
PROPERTIES
LAND
1,002,733
LAUDERHILL
1,676,082
THE GROVES
601,052
LAKE WALES
-
MELBOURNE
365,893
GROVE GATE
530,570
CHEVRON OUTPARCEL
732,914
NORTH MIAMI
1,138,082
MILLER ROAD
2,948,530
MARGATE
1,011,000
MT. DORA
18,491,461
KENDALE LAKES PLAZA
7,524,800
PLANTATION CROSSING
1,275,593
MILTON, FL
26,162,980
FLAGLER PARK
10,763,612
PARK HILL PLAZA
9,104,379
RENAISSANCE CENTER
560,800
ORLANDO
1,980,000
OCALA
7,711,000
MILLENIA PLAZA PHASE II
7,409,319
GRAND OAKS VILLAGE
1,620,203
GONZALEZ
10,516,500
POMPANO BEACH
5,515,265
UNIVERSITY TOWN CENTER
2,764,953
PALM BEACH GARDENS
-
ST. PETERSBURG
254,961
TUTTLE BEE SARASOTA
1,283,400
SOUTH EAST SARASOTA
1,832,732
SANFORD
2,109,677
STUART
1,280,440
SOUTH MIAMI
5,220,445
TAMPA
VILLAGE COMMONS S.C.
2,192,331
MISSION BELL SHOPPING CENTER 5,056,426
550,896
WEST PALM BEACH
CROSS COUNTRY PLAZA
16,510,000
1,482,564
AUGUSTA
4,880,659
MARKET AT HAYNES BRIDGE
EMBRY VILLAGE
18,147,054
VILLAGE SHOPPES-FLOWERY
4,444,148
BRANCH
2,052,270
SAVANNAH
CHATHAM PLAZA
13,390,238
3,406,707
KIHEI CENTER
500,525
CLIVE
3,013,647
METRO CROSSING
SOUTHDALE SHOPPING CENTER
1,720,330
500,525
DES MOINES
-
DUBUQUE
WATERLOO
500,525
NAMPA (HORSHAM) FUTURE DEV. 6,501,240
2,059,908
AURORA, N. LAKE
805,521
BLOOMINGTON
-
BELLEVILLE S.C.
BRADLEY
500,422
1,479,217
CALUMET CITY
-
COUNTRYSIDE
-
CHICAGO
230,519
CHAMPAIGN, NEIL ST.
1,010,374
ELSTON
CRYSTAL LAKE, NW HWY
179,964
2,393,894
108 WEST GERMANIA PLACE
1,601,960
BUTTERFIELD SQUARE
2,510,455
DOWNERS PARK PLAZA
811,778
DOWNER GROVE
842,555
ELGIN
FOREST PARK
-
-
FAIRVIEW HTS, BELLVILLE RD.
1,900,000
BELLEVILLE ROAD S.C..-fee
500,422
GENEVA
1,890,319
LAKE ZURICH PLAZA
950,515
MATTERSON
1,017,345
MT. PROSPECT
1,127,720
MUNDELEIN, S. LAKE
-
NORRIDGE
669,483
NAPERVILLE
-
MARKETPLACE OF OAKLAWN
476,972
ORLAND PARK, S. HARLEM
1,530,111
OAK LAWN
1,527,188
OAKBROOK TERRACE
-
PEORIA
252,723
FREESTATE BOWL
4,575,990
ROCKFORD CROSSING
ROUND LAKE BEACH PLAZA
790,129
-
SKOKIE
181,962
KRC STREAMWOOD
6,783,928
HAWTHORN HILLS SQUARE
5,049,149
WOODGROVE FESTIVAL
349,409
WAUKEGAN PLAZA
423,371
GREENWOOD
183,463
SOUTH BEND, S. HIGH ST.
7,503,282
RIVERPLACE SHOPPING CTR.
2,580,816
MERCHANTS WALK
2,602,415
6,533,681
-
1,754,000
1,049,172
1,253,410
4,080,460
4,552,327
11,754,120
4,062,890
28,496,001
-
-
80,737,041
19,264,248
36,540,873
2,268,112
7,927,484
20,702,992
19,653,869
-
1,359,236
13,041,400
11,059,812
917,360
828,465
5,133,544
9,523,261
8,415,323
5,133,825
16,884,228
8,774,158
11,843,119
2,298,964
18,264,427
5,928,122
21,549,424
33,009,514
10,510,657
8,232,978
35,115,882
7,663,360
2,002,101
-
6,916,294
2,559,019
2,152,476
2,002,101
-
9,531,721
2,222,353
5,372,253
2,001,687
8,815,760
4,770,671
2,687,046
1,285,460
5,692,212
1,025,811
7,366,681
6,637,926
10,164,494
4,322,956
2,108,674
2,335,884
11,866,880
-
12,917,712
2,649,381
6,292,319
6,572,176
5,826,129
2,918,315
4,464,998
678,668
2,764,775
8,776,631
8,679,108
5,081,290
998,099
11,654,022
1,634,148
2,276,360
1,057,740
33,033,624
20,822,993
883,975
1,883,421
1,070,401
31,011,027
10,366,090
12,606,236 1,774,443
(1,330,869) 2,606,246
- 601,052
2,666,332
-
1,207,100 365,893
- 530,570
10,926,161 732,914
2,220,561 1,138,082
7,919,694 2,948,530
436,174 1,011,000
(2,846,737) 15,362,227
11,187,936 7,153,784
- 1,275,593
1,766,686 26,162,980
142,579 10,891,930
5,612,056 9,122,758
3,203,429 580,030
8,942,057 1,980,000
300,011 7,711,000
(946,240) 5,846,339
40,689 954,876
530,900 10,516,500
149,024 5,515,265
278,643 2,764,953
1,266,811
-
1,806,633 254,961
3,400,091 1,399,525
6,256,188 1,832,732
1,694,863 2,109,677
3,087,209 1,280,440
2,249,431 5,220,445
2,715,244 2,192,331
8,661,955 5,067,033
1,426,083 550,896
465,515 16,510,000
2,439,437 1,482,564
505,236 4,889,863
215,338 18,160,524
239,217
(17,119) 4,444,148
2,408,812 2,052,270
848,242 13,403,262
654,468 3,406,707
- 500,525
35,426,260 1,514,916
3,760,738 1,720,330
37,079 500,525
-
2,869,100 500,525
11,902,537 10,567,218
308,208 2,059,908
4,246,390 805,521
1,255,387 1,161,195
424,877 500,422
13,905,512 1,479,216
95,647
(4,531,252)
871,802
-
725,493 230,519
498,828 1,010,374
564,039 180,269
360 2,393,894
(3,588,725) 1,182,677
968,249 2,510,455
3,221,260 811,778
1,728,298 500,927
-
-
- 1,900,000
33,551 500,422
63,057 1,890,319
10,560,785 950,514
4,016,735 1,017,345
77,350 1,129,634
-
456,947 669,483
25,343
-
87,998
(2,694,903)
588,483 1,530,111
3,298,212 1,527,188
2,403,560
-
(485,425) 252,723
(577,091) 4,583,005
587,575 790,129
9,518,382 2,628,440
216,585 181,962
- 6,783,928
4,067,683 4,805,866
2,276,671 349,409
3,259,073 584,445
196,857 183,463
(97,137) 7,503,282
4,929,224 2,580,816
154,213
2,049,362
-
9,000,490
1,239,092
-
2,845,961
1,869,682
125,210
7,875,165
5,404,854
7,798,185
1,698,879
3,093,301
1,210,330
-
14,174,502
1,411,534
17,212,832
2,167,664
6,361,694
4,905,798
1,057,056
62,757
46,452
585,718
663,589
1,104,439
2,027,155
4,875,432
9,703,986
4,480,377
3,418,560
6,951,838
3,772,873
4,908,884
1,526,491
2,278,594
3,508,069
4,382,415
6,869,361
692,289
5,042,393
8,985,806
4,710,325
868,433
2,167,911
3,338,432
1,101,693
852,030
2,930,608
264,671
3,618,787
4,118,981
1,996,939
1,024,922
5,850,753
77,913
1,377,935
771,170
2,095,504
471,852
312,936
1,180,384
4,071,520
2,348,423
2,922,303
915,328
4,916,488
-
4,920,006
381,569
6,079,166
4,277,134
2,197,292
1,136,649
1,742,823
487,474
163,240
3,596,903
4,215,711
5,368,740
123,060
1,881,847
298,029
2,763,160
443,639
449,689
9,043,249
244,873
3,221,547
446,936
3,406,770
3,872,480
-
4,499,064
5,452,310
4,272,648
-
4,420,332
2,256,272
1,253,410
14,436,941 16,211,384
6,878,894
601,052
4,420,332
2,622,165
1,783,980
15,006,621 15,739,535
7,910,970
6,772,889
19,673,814 22,622,344
5,510,064
28,778,497 44,140,724
11,558,952 18,712,736
1,275,593
82,503,727 108,666,707
19,278,508 30,170,439
42,134,550 51,257,308
6,032,341
16,869,541 18,849,541
21,003,004 28,714,004
20,270,609 26,116,948
1,660,892
1,890,136 12,406,636
13,190,424 18,705,689
11,338,456 14,103,409
2,184,171
2,184,171
2,890,059
2,635,098
9,817,035
8,417,510
15,779,449 17,612,181
10,110,186 12,219,863
9,501,474
19,133,659 24,354,104
11,489,402 13,681,733
20,494,467 25,561,501
3,725,047
4,275,943
18,729,942 35,239,942
8,367,559
9,850,123
22,045,456 26,935,319
33,211,382 51,371,906
8,221,034
706,016
143,772
3,558,848
2,010,953
6,191,040
1,589,545
7,367,041
3,468,484
10,493,538 14,937,686
10,641,790 12,694,060
35,951,100 49,354,362
8,317,828 11,724,535
2,502,626
2,002,101
36,924,991 38,439,907
10,677,032 12,397,362
3,096,623
2,596,098
2,391,693
2,391,693
4,871,201
5,371,726
7,836,559 18,403,777
9,839,929 11,899,837
7,274,264
6,468,743
6,627,640
5,466,445
2,926,986
2,426,564
22,721,273 24,200,489
239,419
3,558,848
2,241,472
7,201,414
1,769,814
9,760,935
4,651,161
11,132,743 13,643,198
8,355,994
7,544,216
4,679,527
4,178,600
2,490,097
2,490,097
13,916,242 13,916,242
1,900,000
12,951,263 13,451,685
2,712,438
4,602,757
16,853,105 17,803,619
10,588,911 11,606,256
7,031,199
2,918,315
5,591,428
704,011
546,844
9,365,115 10,895,225
11,977,320 13,504,508
7,484,850
765,396
11,069,916 15,652,921
2,221,723
3,011,852
9,166,303 11,794,742
1,456,287
1,274,324
33,033,624 39,817,551
25,133,960 29,939,825
3,510,055
5,565,865
1,450,721
30,913,890 38,417,172
15,295,313 17,876,130
5,901,565
2,918,315
4,921,945
704,011
458,846
3,160,646
4,981,420
1,267,258
7,484,850
512,674
-
94
7,210,894
5,639,802
601,052
1,574,372
752,483
1,658,770
7,864,370
2,506,116
14,824,159
3,811,185
41,047,424
17,502,406
1,275,593
94,492,205
28,758,905
34,044,475
3,864,677
12,487,848
23,808,205
25,059,892
1,598,135
12,360,184
18,119,971
13,439,820
1,079,732
862,904
4,941,603
7,908,195
7,739,486
6,082,914
17,402,267
9,908,860
20,652,617
2,749,452
32,961,348
6,342,054
22,552,904
44,502,545
14,245,397
7,651,667
40,368,556
7,014,210
1,634,193
36,271,996
9,058,930
1,994,930
1,539,663
2,441,117
18,139,106
8,281,050
3,155,283
4,630,701
1,902,064
18,349,735
161,506
2,180,912
1,470,302
5,105,910
1,297,962
9,447,998
3,470,777
9,571,678
6,007,571
1,757,224
1,574,768
8,999,754
1,900,000
8,531,679
4,221,189
11,724,453
7,329,122
4,833,907
1,781,666
3,848,605
216,537
383,603
7,298,322
9,288,797
2,116,110
642,336
13,771,073
2,713,823
9,031,582
1,012,648
39,367,863
20,896,576
3,265,182
2,344,318
1,003,786
35,010,402
14,003,650
6,178,961
-
25,428,794
8,328,658
6,553,929
15,626,501
30,025,443
8,992,979
28,767,663
635,871
10,226,384
21,471,879
2006
2009
2010
1985
1986
1993
1997
2009
2007
2007
2011
1998
1996
1997
2009
2011
2007
2012
2011
2009
2008
1989
1989
1994
1995
1997
1998
2004
1995
2009
1995
2008
2008
2011
1993
2008
2006
1996
1999
1996
1997
1996
1998
1998
1996
1997
1997
1997
1998
1997
1998
2008
1998
1999
1997
1997
1998
2011
1996
2005
1997
1997
1998
1997
1997
1998
1998
1997
1997
1997
2003
2008
2005
1997
1998
2012
1998
2005
1998
2010
2001
1968
1968
2005
1968
2006
2005
1972
1972
1970
INITIAL COST
BUILDING &
SUBSEQUENT
TO
IMPROVEMENT ACQUISITION
LAND
TOTAL COST,
NET OF
ACCUMULATED ACCUMULATED
DEPRECIATION
DEPRECIATION
DATE OF
ENCUMBRANCES ACQUISITION CONSTRUCTION
1968
1969
DATE OF
PROPERTIES
403,034
303,911
3,339,309
1,035,359
3,854,099
LAND
293,686
LARGO
-
LEESBURG
2,832,296
LARGO EAST BAY
OVERLAND PARK
1,183,911
405,217
BELLEVUE
1,675,031
LEXINGTON
3,813,873
HAMMOND AIR PLAZA
9,554,230
CENTRE AT WESTBANK
2,115,000
LAFAYETTE
6,426,167
PRIEN LAKE
540,000
PRIEN LAKE PLAZA OUTPARCEL
1,803,672
AMBASSADOR PLAZA
4,586,895
BAYOU WALK
3,295,799
EAST SIDE PLAZA
642,170
GREAT BARRINGTON
SHREWSBURY SHOPPING CENTER 1,284,168
1,929,402
SNOWDEN SQUARE S.C.
1,468,038
WILDE LAKE
1,019,035
LYNX LANE
82,967
CLINTON BANK BUILDING
39,779
CLINTON BOWL
1,279,200
TJMAXX
3,190,074
VILLAGES AT URBANA
244,890
GAITHERSBURG
SHAWAN PLAZA
4,466,000
349,562
LAUREL
LAUREL
274,580
SOUTHWEST MIXED USE
PROPERTY
OWINGS MILLS PLAZA
PERRY HALL
CENTRE COURT-RETAIL/BANK
CENTRE COURT-GIANT
CENTRE COURT-OLD
COURT/COURTYD
TIMONIUM SHOPPING CENTER
TOWSON PLACE
WALDORF BOWL
WALDORF FIRESTONE
BANGOR, ME
MALLSIDE PLAZA
CLAWSON
WHITE LAKE
CANTON TWP PLAZA
CLINTON TWP PLAZA
FARMINGTON
FLINT - VACANT LAND
LIVONIA
MUSKEGON
OKEMOS PLAZA
TAYLOR
WALKER
EDEN PRAIRIE PLAZA
FOUNTAINS AT ARBOR LAKES
ROSEVILLE PLAZA
CREVE COEUR,
WOODCREST/OLIVE
CRYSTAL CITY, MI
INDEPENDENCE, NOLAND DR.
NORTH POINT SHOPPING
CENTER
KIRKWOOD
KANSAS CITY
LEMAY
GRAVOIS
ST. CHARLES-UNDERDEVELOPED
LAND, MO
SPRINGFIELD
KMART PARCEL
KRC ST. CHARLES
ST. LOUIS, CHRISTY BLVD.
OVERLAND
ST. LOUIS
ST. LOUIS
ST. PETERS
SPRINGFIELD,GLENSTONE AVE.
TURTLE CREEK
OVERLOOK VILLAGE
CHARLOTTE
TYVOLA RD.
CROSSROADS PLAZA
KIMCO CARY 696, INC.
JETTON VILLAGE SHOPPES
MOUNTAIN ISLAND
MARKETPLACE
3,318,587
WOODLAWN SHOPPING CENTER 2,010,725
1,882,800
DURHAM
2,978,533
DAVIDSON COMMONS
7,456,381
WESTRIDGE SQUARE S.C.
519,395
HILLSBOROUGH CROSSING
5,461,478
PARK PLACE
12,013,727
MOORESVILLE CROSSING
2,279,177
6,000,000
43,886,876
225,099
57,127
403,833
6,930,996
1,624,771
2,300,050
163,740
175,515
1,098,426
101,424
178,785
391,500
166,706
1,451,397
3,682,478
882,596
28,585,296
132,842
431,960
2,745,595
905,674
-
809,087
-
-
-
1,182,194
-
11,535,281
8,276,500
919,251
-
767,864
2,180,000
3,875,224
1,935,380
-
574,777
125,879
1,032,416
1,044,598
-
1,728,367
792,119
171,636
11,329,185
6,335,308
1,743,573
6,848,209
15,260,609
24,401,082
8,508,218
15,181,072
1,260,000
4,260,966
10,836,007
7,785,942
2,547,830
5,284,853
4,557,934
5,869,862
4,091,894
362,371
130,716
2,870,800
6,067
6,787,534
20,222,367
1,398,250
1,100,968
1,325,126
1,370,221
12,377,339
7,785,830
12,769,628
5,284,577
24,282,998
101,764,931
739,362
221,621
1,622,331
18,148,727
6,578,142
9,249,607
926,150
714,279
4,525,723
-
925,818
958,500
591,193
5,806,263
14,730,060
911,373
66,699,024
957,340
5,475,623
234,378
8,951,101
7,800,746
9,704,005
2,971,191
503,510
4,455,514
-
10,985,778
3,666,386
550,204
4,430,514
4,928,677
5,756,736
2,766,644
7,423,459
608,793
-
17,249,587
3,570,981
4,736,345
3,098,881
8,756,865
10,292,231
7,331,413
5,833,626
7,551,576
12,859,867
19,778,703
-
16,163,494
30,604,173
193,651
1,620,990 293,686
-
2,144,729 2,832,296
142,374 1,185,906
247,204 405,217
5,773,377 1,551,079
7,073,544 3,813,873
748,757 9,564,644
10,371,406 3,678,274
(109,020) 6,341,896
- 540,000
(6,701) 1,796,972
153,992 4,586,326
216,325 3,295,635
7,315,207 751,124
5,000,687 1,284,168
- 1,929,402
1,800,813 1,558,038
76,423 1,019,035
82,967
38,779
11,810,000 4,597,200
10,496,574 4,828,774
230,545 244,890
(857,895) 4,466,000
1,073,324 349,562
283,421 274,580
-
4,247
BUILDING &
IMPROVEMENT
2,413,109
365,287
TOTAL
2,706,795
365,287
13,473,914 16,306,210
7,661,593
6,475,686
2,395,994
1,990,776
12,745,538 14,296,617
22,334,153 26,148,025
25,139,425 34,704,069
17,316,349 20,994,624
15,156,323 21,498,219
1,800,000
1,260,000
6,057,938
4,260,966
10,990,568 15,576,894
8,002,431 11,298,065
9,754,083 10,505,207
10,285,540 11,569,708
6,487,336
4,557,934
9,138,712
7,580,675
5,187,352
4,168,317
445,338
362,371
174,742
135,963
11,362,800 15,960,000
8,863,942 13,692,715
7,262,969
7,018,079
19,364,472 23,830,472
2,821,136
1,658,969
2,471,574
1,384,389
306,510 361,035
(503,247) 303,911
824,994 3,339,309
- 1,035,359
- 3,854,099
1,673,635
866,973
2,034,670
1,170,885
13,202,333 16,541,642
7,785,830
8,821,189
12,769,628 16,623,727
-
- 2,279,177
16,354,691 7,331,195
533,557 43,886,876
84,327 235,099
57,127
93,752 403,833
(245,736) 6,939,589
8,699,369 1,624,771
1,980,754 2,300,050
5,249,730 163,740
1,147,275
59,450
2,563,624 1,098,426
- 101,424
1,180,992 178,785
952,381 391,500
1,878,684 166,706
275,289 1,451,397
2,108,718 3,682,478
570,450 882,596
10,230,741 28,585,296
4,739,103 132,842
813,688
221,621
1,716,083
5,284,577
7,563,754
39,306,494 46,637,689
102,298,489 146,185,364
1,048,787
278,749
2,119,916
17,894,397 24,833,987
15,277,511 16,902,282
11,230,361 13,530,411
6,339,620
6,175,879
2,037,068
1,977,619
8,187,773
7,089,347
101,424
-
2,285,595
2,106,810
2,302,381
1,910,881
2,636,583
2,469,877
6,081,552
7,532,949
16,838,778 20,521,256
2,364,419
1,481,823
76,929,765 105,515,061
5,829,285
5,696,443
615,905 960,814
-
193,000 1,731,300
-
6,175,312
234,378
7,136,126
234,378
9,141,168 10,872,468
13,172,627
679,841 1,935,380
-
274,976 574,777
3,828,858 451,155
11,032,682 1,032,413
758,854 431,960
7,221,086 2,904,022
4,933,942 905,674
-
-
3,160,390 809,087
-
1,136,797
-
849,684
-
143,298
7,227,838 1,563,694
2,100,419
-
32,945,553 10,150,881
- 8,276,500
2,343,716 919,251
-
5,082,086
34,566 767,864
527,277 2,256,799
(535,197) 2,143,695
- 3,318,587
- 2,010,725
2,097,270 1,882,800
11,600 2,978,533
(282,578) 11,977,700
- 519,395
79,783 5,469,809
(520,444) 11,625,801
8,480,587 10,415,967
22,876,632 22,876,632
3,820,944
3,246,167
4,007,092
4,458,247
15,488,199 16,520,612
758,855
8,600,328
550,204
7,590,904
6,065,474
6,606,420
2,909,942
1,190,814
18,048,437 20,952,459
9,506,001
550,204
8,399,991
6,065,474
6,606,420
2,909,942
14,269,797 15,833,491
2,709,212
34,329,953 44,480,834
17,249,587 25,526,087
5,914,696
6,833,948
9,818,431
9,818,431
3,901,310
3,133,447
9,207,343 11,464,142
11,488,563 13,632,258
2,709,212
7,331,413 10,650,000
5,833,626
7,844,351
9,648,846 11,531,646
12,871,467 15,850,000
14,974,806 26,952,506
519,395
16,234,946 21,704,755
30,471,654 42,097,455
-
95
1,979,625
308,023
8,224,095
2,357,930
1,837,655
5,987,902
7,305,037
5,454,766
6,429,882
2,265,376
14,700
636,346
2,162,600
1,155,980
3,875,356
3,049,544
-
1,699,357
1,183,038
234,824
73,284
256,207
802,502
2,366,356
7,681,230
1,300,592
1,384,389
846,473
88,106
5,332,593
474,591
642,900
386,602
16,208,739
3,523,695
423,742
120,629
483,647
4,981,362
5,264,478
4,782,295
686,681
499,210
3,427,716
-
1,274,808
1,628,078
175,724
2,978,032
7,957,641
186,485
14,214,473
699,739
2,298,884
85,376
3,378,067
2,982,749
11,532,591
1,264,213
1,306,750
7,923,972
229,569
7,377,882
2,258,408
197,509
2,496,596
2,369,370
2,647,657
2,909,942
9,292,852
820,464
5,525,086
446,927
2,100,714
7,346,453
1,029,216
3,416,224
410,825
211,794
93,684
4,027,430
224,091
1,441,815
-
3,327,202
5,874,124
727,169
57,264
8,082,115
5,303,662
558,339
8,308,715
18,842,988
29,249,302
14,564,742
19,232,843
1,785,300
5,421,592
13,414,294
10,142,086
6,629,851
8,520,163
6,487,336
7,439,355
4,004,314
210,514
101,459
15,703,793
12,890,214
4,896,613
16,149,242
1,520,544
274,580
1,188,197
1,082,779
11,209,049
8,346,598
15,980,828
7,177,152
30,428,950
142,661,670
625,045
158,120
1,636,270
19,852,624
11,637,804
8,748,116
5,652,938
1,537,858
4,760,057
101,424
1,010,787
674,303
2,460,859
4,554,917
12,563,616
2,177,934
91,300,588
5,129,546
4,837,242
149,003
7,494,401
7,433,218
11,344,042
2,556,730
3,151,497
8,596,640
961,246
13,574,577
7,247,593
352,695
5,903,395
3,696,104
3,958,763
-
6,540,639
1,888,748
38,955,748
25,079,160
4,733,233
2,471,979
2,872,094
8,047,917
13,221,433
10,438,206
7,750,667
7,504,216
15,625,909
25,510,691
519,395
18,377,553
36,223,332
1992
1998
1976
1993
1997
2008
1997
2010
2012
2010
2010
2010
1994
2000
2012
2002
2002
2003
2003
2011
2003
1999
2008
1995
2003
2005
2003
2011
2011
2011
2003
2012
2003
2003
2001
2008
1993
1996
2005
2005
1993
2012
1985
2005
1993
1993
2005
2006
2005
1998
1997
1998
1998
1998
1997
2008
1998
1994
2002
1998
1998
1997
1997
1997
1997
1998
2012
2008
1986
2000
1998
2011
2012
2012
1996
2012
2011
2003
2008
2007
18,622,165
15,696,967
4,585,336
12,654,406
8,786,146
8,449,348
2,757,103
7,622,825
5,366,536
14,706,340
-
1,418,352
8,174,304
13,351,804
1972
1968
1974
2004
INITIAL COST
SUBSEQUENT
BUILDING &
TO
IMPROVEMENT ACQUISITION
BUILDING &
IMPROVEMENT
TOTAL
DATE OF
ENCUMBRANCES ACQUISITION CONSTRUCTION
DATE OF
PROPERTIES
LAND
5,208,885
6,506,450
3,413,932
3,150,000
7,749,751
627,906
540,667
5,104,294
8,872,529
2,660,915
1,982,481
1,434,737
344,884
350,705
2,417,583
-
652,123
7,530,709
9,335,011
11,886,809
10,824,624
16,537,556
311,384
-
3,204,978
3,851,839
450,000
457,039
7,895,483
601,655
15,320,436
1,404,443
4,653,197
1,141,200
7,226,363
2,581,908
2,489,429
11,556,067
1,500,000
1,811,752
564,097
2,743,820
4,414,466
1,272,269
12,359,621
6,035,726
RALEIGH
WAKEFIELD COMMONS II
WAKEFIELD CROSSINGS
EDGEWATER PLACE
BRENNAN STATION
BRENNAN STATION OUTPARCEL
WINSTON-SALEM
SORENSON PARK PLAZA
LORDEN PLAZA
ROCKINGHAM
BRIDGEWATER NJ
BAYONNE BROADWAY
BRICKTOWN PLAZA
BRIDGEWATER PLAZA
CHERRY HILL
MARLTON PIKE
CINNAMINSON
GARDEN STATE PAVILIONS
EASTWINDOR VILLAGE
HILLSBOROUGH
HOLMDEL TOWNE CENTER
HOLMDEL COMMONS
HOWELL PLAZA
MAPLE SHADE
NORTH BRUNSWICK
PISCATAWAY TOWN CENTER
RIDGEWOOD
SEA GIRT PLAZA
UNION CRESCENT
WESTMONT
WILLOWBROOK PLAZA
SYCAMORE PLAZA
PLAZA PASEO DEL-NORTE
JUAN TABO, ALBUQUERQUE
WARM SPRINGS PROMENADE
COMP USA CENTER
DEL MONTE PLAZA
D'ANDREA MARKETPLACE
KEY BANK BUILDING
BRIDGEHAMPTON
GENOVESE DRUG STORE
KINGS HIGHWAY
HOMEPORT-RALPH AVENUE
BELLMORE
MARKET AT BAY SHORE
5959 BROADWAY
KEY FOOD OPERATOR ATLANTIC
AVE
KING KULLEN PLAZA
PATHMARK SC
BIRCHWOOD PLAZA COMMACK
ELMONT
FRANKLIN SQUARE
KISSENA BOULEVARD SC
HAMPTON BAYS
HICKSVILLE
TURNPIKE PLAZA
BIRCHWOOD PLAZA (NORTH &
SOUTH)
501 NORTH BROADWAY
MERRYLANE (P/L)
FAMILY DOLLAR UNION TURNPIKE
DOUGLASTON SHOPPING
CENTER
KEY FOOD OPERATOR 21ST
1,090,800
STREET
4,567,003
MANHASSET VENTURE LLC
MANHASSET CENTER (residential)
950,000
MASPETH QUEENS-DUANE READE 1,872,013
1,880,816
MASSAPEQUA
MINEOLA SC
4,150,000
BIRCHWOOD PARK DRIVE (LAND
LOT)
SMITHTOWN PLAZA
4452 BROADWAY
PREF. EQUITY-30 WEST 21ST
STREET
PLAINVIEW
POUGHKEEPSIE
SYOSSET, NY
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND PLAZA
HYLAN PLAZA
STOP N SHOP STATEN ISLAND
KEY FOOD OPERATOR CENTRAL
AVE.
WHITE PLAINS
CHAMPION FOOD SUPERMARKET
YONKERS
STRAUSS ROMAINE AVENUE
BEAVERCREEK
2,272,500
5,968,082
6,714,664
3,630,000
3,011,658
1,078,541
11,610,000
1,495,105
3,542,739
2,471,832
6,250,000
263,693
876,548
106,655
2,280,000
2,940,000
5,600,744
28,723,536
4,558,592
2,787,600
1,777,775
757,500
871,977
782,459
635,228
12,368,330
-
1,485,531
909,000
3,507,162
3,528,000
12,412,724
3,277,254
9,000
LAND
12,105,168 5,208,885
(2,728,390) 2,357,636
(3,017,960)
336,236
10,087,943 3,062,768
(970,033) 6,321,923
450,232
(93,482)
6,059,518 540,667
31,258,442 4,017,569
222,227 8,883,003
12,042,678 3,148,715
11,229,293 1,982,481
2,825,469 1,434,737
(307,857) 344,884
6,068,929 350,705
1,583,669 2,417,583
-
3,448,659 652,123
(249,040) 7,530,709
63,800 9,335,011
(6,880,755) 5,006,054
5,002,494 10,824,624
3,442,519 16,537,556
4,694,515 311,384
-
21,300,476 3,204,978
692,255 3,851,839
1,015,675 450,000
1,460,149 457,039
25,415,422 8,696,579
10,689,752 601,655
(969,688) 15,320,436
283,450 1,404,443
1,334,022 4,653,197
264,134 1,141,200
2,609,141 7,226,363
(363,745) 2,581,908
332,589 2,210,000
(56,105) 11,556,067
- 1,500,000
24,873,129 1,858,188
- 564,097
1,338,513 2,743,820
3,227,468 4,414,467
381,803 1,272,269
1,145,127 12,359,621
(2,612,192) 3,405,334
(78,995)
TOTAL COST,
NET OF
-
1,749,768
6,779,173
32,990,960 38,199,845
3,778,060
1,420,424
395,973
59,737
10,175,175 13,237,943
21,014,686 27,336,609
2,200,000
7,319,840
32,345,167 36,362,736
22,760,134 31,643,138
22,198,538 25,347,253
9,544,815
7,562,335
7,607,924
6,173,188
1,045,968
701,084
7,430,453
7,781,158
7,947,764 10,365,346
4,327,534
4,327,534
6,057,150
6,709,273
10,552,909 18,083,618
23,841,778 33,176,789
5,006,054
48,303,988 59,128,612
42,202,471 58,740,027
6,149,058
5,837,674
9,878,615
9,878,615
34,120,388 37,325,366
16,103,106 19,954,945
3,572,241
3,225,198
27,624,967 36,321,545
13,094,356 13,696,011
40,027,186 55,347,622
7,301,163
19,967,606 24,620,803
5,972,151
21,719,087 28,945,450
8,016,255
8,412,434
29,379,259 40,935,327
40,486,755 41,986,755
27,933,925 29,792,113
2,268,768
2,832,865
8,149,781 10,893,601
14,567,325 18,981,792
4,837,619
31,852,929 44,212,550
3,423,534
3,122,241
2,768,159
5,434,347
6,202,433
3,565,350
4,830,951
5,896,720
18,200
DEPRECIATION
ACCUMULATED ACCUMULATED
DEPRECIATION
14,412,743
320,662
1,650
1,744,609
1,037,588
77,396
3,116,963
2,732,253
3,994,273
9,091,824
3,502,689
1,454,367
50,634
323,509
6,178,224
1,814,867
2,570,735
1,249,226
3,196,805
-
12,618,170
11,798,091
525,817
639,957
13,175,516
6,075,094
1,328,600
219,802
5,896,757
4,742,968
7,082,874
2,289,963
7,484,306
1,795,765
4,642,620
2,767,691
1,707,367
4,295,084
11,581,670
15,789,825
568,249
2,423,832
3,378,307
999,255
8,591,642
4,651
23,787,102
3,457,399
394,323
11,493,334
26,299,021
2,122,604
4,202,877
33,630,484
27,648,865
16,255,430
6,042,126
6,153,557
995,334
7,457,649
4,187,122
2,512,667
4,138,538
16,834,392
29,979,984
5,006,054
46,510,442
46,941,936
5,623,240
9,238,659
24,149,850
13,879,851
2,243,641
3,005,396
30,424,788
8,953,043
48,264,747
5,011,200
17,136,497
4,176,386
24,302,830
5,248,564
6,705,067
36,640,243
30,405,086
14,002,288
2,264,616
8,469,769
15,603,485
3,838,364
35,620,908
3,418,883
- 2,272,500
4,934,985 5,980,130
526,939 6,714,664
274,672 3,630,000
2,204,704 3,011,658
3,835,813 1,078,541
1,519 11,610,000
3,304,710 1,495,105
1,327,458 3,542,739
125,480 2,471,832
5,624,589
7,897,089
28,166,341 34,146,471
17,886,100 24,600,764
5,049,463
8,679,463
9,810,769 12,822,428
6,352,394
7,430,934
2,935,006 14,545,006
9,284,031 10,779,135
9,593,833 13,136,572
8,436,728
5,964,896
224,943 12,368,330
607
-
539 1,485,531
- 909,000
33,296,439 45,664,769
1,176,150
1,176,150
1,487,819
2,288
3,158,775
2,249,775
-
9,678,626
4,018,260
1,299,251
2,597,309
1,296,602
807,978
5,186,357
2,654,197
1,097,876
5,969,361
593,997
208
-
7,897,089
24,467,845
20,582,504
7,380,213
10,225,118
6,134,332
13,737,027
5,592,778
10,482,376
7,338,852
39,695,407
582,153
1,487,611
3,158,775
20,885,792
-
-
-
20,556,891
1,665,576
719,655
-
22,548,382
10,643,660
(3,666,959)
3,347,719
1,008,941
1,361,524
6,364,094
4,318,534
2,608,491
10,801,949
23,777,978
-
43,301,494
38,759,952
1,143,159
9,957,611
12,819,912
15,410,851
2,106,566
1,308,010
3,010,640
2,404,604
40,996,874
5,613,270
18,633,584
4,566,817
19,109,946
5,798,092
5,590,415
29,435,364
40,486,755
3,107,232
2,268,768
6,811,268
11,339,857
3,183,547
30,707,802
-
5,624,589
23,243,404
17,359,161
4,774,791
7,606,066
2,516,581
2,933,487
5,979,320
8,266,375
5,839,416
33,071,495
1,175,543
1,749
2,249,775
13,161,218
3,777,781 3,277,253
16,939,000 20,216,253
3,897,231
16,319,023
2,699,730
19,165,808
-
4,827,940
4,388,549
7,520,692
- 1,090,800
24,661,004 3,471,939
- 950,000
931,187 1,872,013
964,761 1,880,816
(413,995) 4,150,000
2,699,730
3,790,530
44,921,876 48,393,816
950,000
-
7,631,139
5,759,126
5,353,310
7,234,126
7,106,697 11,256,697
4,126
7,364,098
-
49,191 3,507,406
289,959 3,528,000
(5,400,000) 7,012,724
21,974,274
584,031
4,695,659
76,197
9,027,951
11,811,964
6,788,460
38,232,267
10,441,408
6,899,310
4,453,894
1,874,813
3,487,909
1,825,737
3,024,722
11,441,353 6,250,000
9,810,734 263,693
13,008,483 876,548
1,551,676 106,655
7,421,413 2,280,000
1,191,309 3,148,424
(1,553,829) 5,600,744
33,893,096 28,723,536
155,848 4,558,592
- 2,787,600
2,010,606 1,777,775
- 757,500
- 871,977
586,255 782,459
4,205,673 635,228
53,074
3,560,480
7,654,056 11,182,056
7,012,724
-
1,627,873
33,415,627 39,665,627
10,394,766 10,658,458
17,704,142 18,580,690
1,734,528
16,449,364 18,729,364
12,794,849 15,943,273
5,234,632 10,835,375
72,125,364 100,848,899
10,597,256 15,155,848
6,899,310
6,464,500
1,874,813
3,487,909
2,411,992
7,230,395
9,686,910
8,242,274
2,632,313
4,359,886
3,194,451
7,865,623
96
-
17,724,834
-
1,472,344
1,594,788
1,506,875
466
885,427
-
2,291,319
5,253,472
8,630,708
987,021
9,386,052
4,920,384
303,161
19,716,591
2,977,858
-
1,783,336
-
1,773,622
303,737
4,633,238
3,790,530
30,668,982
950,000
6,158,795
5,639,337
9,749,822
3,560,014
10,296,630
7,012,724
37,374,308
5,404,986
9,949,982
747,507
9,343,312
11,022,889
10,532,215
81,132,308
12,177,990
9,686,910
6,458,938
2,632,313
2,586,264
2,890,714
3,232,385
2001
2001
2003
1969
2005
1998
1985
2001
1972
1969
1972
1990
9,223,411
4,800,575
24,688,250
17,652,812
-
26,182,239
18,964,653
27,001,490
10,741,884
2,749,590
3,625,911
14,350,098
13,967,886
33,628,529
78,209
-
12,364,313
-
-
13,372,058
15,055,537
2,956,088
1993
2011
2011
2008
2008
2004
2005
2005
1996
1996
2011
2008
2002
2004
2005
2009
1994
1998
1993
2005
2007
1994
2009
1998
1998
1998
2009
2006
2006
2007
2006
2003
2004
2004
2004
2006
2008
2012
1998
2006
2007
2004
2004
2007
1989
2004
2011
2007
2007
2007
2012
2003
2012
1999
2012
2004
2004
2007
2007
2009
2007
2007
1989
1997
2005
2006
2005
2012
2004
2012
1998
2005
1986
INITIAL COST
BUILDING &
SUBSEQUENT
TO
IMPROVEMENT ACQUISITION
LAND
ACCUMULATED ACCUMULATED
DEPRECIATION
DEPRECIATION
DATE OF
ENCUMBRANCES ACQUISITION CONSTRUCTION
DATE OF
LAND
764,517
530,893
6,254
2,261,530
626,818
3,783,875
477,036
4,650,634
2,727,000
5,802,422
5,062,500
8,940,798
4,062,327
952,740
-
70,679,871
2,881,525
254,694
-
731,888
6,127,623
9,090,288
4,856,379
1,050,000
1,525,337
176,666
731,888
889,001
294,378
520,521
74,626
452,888
439,232
731,888
686,134
521,945
731,888
209,197
424,659
6,413,635
704,263
PROPERTIES
OLENTANGY RIVER RD.
MONTGOMERY PLAZA
KENT, OH
KENT
NORTH OLMSTED
ORANGE OHIO
EDMOND
CENTENNIAL PLAZA
CANBY SQUARE SHOPPING
CENTER
OREGON TRAIL CENTER
POWELL VALLEY JUNCTION
MEDFORD CENTER
MCMINNVILLE
PIONEER PLAZA
ALLEGHENY
SUBURBAN SQUARE
CHIPPEWA
BROOKHAVEN PLAZA
CARNEGIE
CENTER SQUARE
WAYNE PLAZA
CHAMBERSBURG CROSSING
DEVON VILLAGE
EAST STROUDSBURG
RIDGE PIKE PLAZA
EXTON
EXTON
EASTWICK
EXTON PLAZA
FEASTERVILLE
GETTYSBURG
HARRISBURG, PA
HAMBURG
HAVERTOWN
NORRISTOWN
NEW KENSINGTON
PHILADELPHIA
PHILADELPHIA PLAZA
STRAUSS WASHINGTON AVENUE
WEXFORD PLAZA
242-244 MARKET STREET
1401 WALNUT ST LOWER ESTATE
- UNIT A
1401 WALNUT ST LOWER ESTATE
1831-33 CHESTNUT STREET
1429 WALNUT STREET-
COMMERCIAL
1805 WALNUT STREET UNIT A
RICHBORO
SPRINGFIELD
UPPER DARBY
WEST MIFFLIN
WHITEHALL
W. MARKET ST.
REXVILLE TOWN CENTER
PLAZA CENTRO - COSTCO
PLAZA CENTRO - MALL
PLAZA CENTRO - RETAIL
PLAZA CENTRO - SAM'S CLUB
LOS COLOBOS - BUILDERS
SQUARE
LOS COLOBOS - KMART
LOS COLOBOS I
LOS COLOBOS II
WESTERN PLAZA - MAYAQUEZ
ONE
WESTERN PLAZA - MAYAGUEZ
16,874,345
TWO
2,781,447
MANATI VILLA MARIA SC
14,432,778
PONCE TOWN CENTER
TRUJILLO ALTO PLAZA
12,053,673
MARSHALL PLAZA, CRANSTON RI 1,886,600
730,164
CHARLESTON
1,744,430
CHARLESTON
1,465,661
FLORENCE
2,209,812
GREENVILLE
5,801,948
CHERRYDALE POINT
3,110,439
WOODRUFF SHOPPING CENTER
FOREST PARK
1,920,241
-
MADISON
596,347
HICKORY RIDGE COMMONS
3,303,682
TROLLEY STATION
2,574,635
MARKET PLACE AT RIVERGATE
3,038,561
RIVERGATE, TN
2,923,585
CENTER OF THE HILLS, TX
3,160,203
ARLINGTON
2,244,581
DOWLEN CENTER
1,373,692
GATEWAY STATION
500,422
BAYTOWN
LAS TIENDAS PLAZA
8,678,107
-
CORPUS CHRISTI, TX
5,881,640
-
788,761
919,998
231,821
1,468,342
-
188,562
24,872,982
3,627,973
19,873,263
5,935,566
6,643,224
4,404,593
4,594,944
12,890,882
14,893,698
-
-
1,982,143
10,857,773
1,833,600
1,302,656
3,028,914
-
3,712,045
-
3,591,493
18,604,307
4,347,500
12,622,879
3,152,982
16,995,113
-
6,638,583
30,061,177
166,351,381
11,526,101
973,318
3,298,908
2,927,551
15,605,012
-
25,846,910
2,372,628
4,251,732
4,895,360
2,927,551
2,762,888
1,404,778
2,082,083
671,630
6,665,238
-
2,927,551
2,664,535
2,548,322
2,927,551
1,373,843
990,872
9,774,600
2,117,182
7,001,199
32,081,992
5,982,231
17,796,661
17,311,529
3,155,044
4,981,589
927,286
-
5,195,577
1,158,307
48,688,161
10,752,213
58,719,179
16,509,748
20,224,758
9,627,903
10,120,147
26,046,669
30,680,556
2,340,830 764,517
3,226,699 530,893
-
6,254
- 2,261,530
35,000 626,818
(2,342,306) 921,704
375,195 477,036
437,071 4,650,634
59,094
(180,402) 2,727,000
(164,516) 5,802,422
(2,801,856) 2,035,125
46,881 8,943,600
881,473 4,062,327
3,012,460 3,982,020
-
4,358,017 71,279,871
153,289 2,881,525
(61,414) 254,694
-
17,747
1,269,064 731,888
210,038 6,135,670
26,037,242 8,790,288
- 4,856,379
1,434,371 1,050,000
3,016,678 1,525,337
- 176,666
- 731,888
3,074,728 889,001
338,373 130,246
2,593,014 520,521
74,626
3,969,364 452,888
2,023,428 494,982
- 731,888
3,751,641 774,084
705,540 521,945
- 731,888
16,952 209,197
468,821 424,659
5,413,946 6,413,635
290,927 704,263
101,519
BUILDING &
IMPROVEMENT
4,174,430
4,529,354
3,028,914
-
3,747,045
519,865
3,966,688
TOTAL
4,938,947
5,060,248
3,035,168
2,261,530
4,373,862
1,441,569
4,443,724
19,041,378 23,692,012
881,473
4,167,098
6,894,098
12,458,362 18,260,784
5,413,626
3,378,501
17,039,192 25,982,792
4,943,800
6,621,763 10,603,783
30,120,271 30,120,271
170,109,398 241,389,270
11,679,391 14,560,916
1,166,598
911,903
3,316,655
3,316,655
4,196,615
4,928,503
15,807,004 21,942,674
26,337,242 35,127,530
25,846,910 30,703,289
4,856,999
8,793,747
5,072,026
3,659,439
6,726,617
2,037,529
5,195,618
847,775
10,634,601 11,087,489
2,462,660
3,659,439
7,102,310
3,775,807
3,659,439
1,599,992
1,884,352
15,188,547 21,602,182
3,112,372
3,806,999
7,268,410
4,895,360
2,927,551
5,837,616
1,907,284
4,675,097
773,149
1,967,677
2,927,551
6,328,226
3,253,862
2,927,551
1,390,795
1,459,693
2,408,109
173,928
-
-
(256,606)
(601,274) 1,740,416
7,175,127
7,175,127
31,825,386 31,825,386
7,363,100
5,622,684
(17,251,273) 4,530,789
2,929,832
-
12,694,159 976,439
10,121,925 920,000
5,779,270 231,821
- 1,468,342
-
-
- 188,562
6,073,121 25,678,064
1,554,239 3,866,206
7,435,470 19,408,112
2,482,741 6,026,070
2,356,555 6,520,090
1,896,240
6,706,556
-
5,195,577
1,158,307
6,427,029
20,241,360 20,241,360
15,661,524 16,637,964
15,103,512 16,023,512
6,938,377
1,468,342
5,195,577
1,346,869
53,956,200 79,634,264
12,068,219 15,934,425
66,619,799 86,027,911
18,901,985 24,928,055
22,704,447 29,224,537
1,378,199 4,461,145
743,305 4,402,338
3,340,866 13,613,375
3,367,798 15,142,300
10,949,550 15,410,696
11,056,057 15,458,396
28,665,042 42,278,417
33,799,752 48,942,052
TOTAL COST,
NET OF
3,554,751
414,150
1,967,433
-
2,635,775
-
1,401,219
8,114,100
1,058,383
2,835,919
913,731
3,765,357
18,895
2,039,818
6,162,210
34,626,138
3,911,007
72,032
1,105,552
2,250,128
2,118,606
4,038,945
407,493
2,985,664
1,152,303
1,631,787
1,226,069
2,271,015
175,108
887,834
750,878
7,428,586
543,391
1,226,069
4,249,355
2,939,109
1,226,069
125,900
363,424
1,742,241
104,290
1,113,355
3,417,725
258,238
1,776,743
424,388
8,557,940
6,559,055
2,604,689
-
2,175,926
1,158,307
19,860,598
5,303,539
28,394,791
8,212,600
20,944,334
6,255,889
6,510,717
12,145,876
14,422,685
1,384,196
4,646,098
1,067,735
2,261,530
1,738,087
1,441,569
3,042,505
15,577,912
5,835,714
15,424,866
4,499,895
22,217,435
4,924,906
8,563,965
23,958,061
206,763,132
10,649,909
1,094,565
2,211,103
2,678,375
19,824,068
31,088,585
30,295,795
1,871,335
7,641,444
3,440,239
2,433,370
4,455,603
1,862,422
4,307,784
96,897
3,658,903
1,919,269
2,433,370
2,852,956
836,698
2,433,370
1,474,093
1,520,928
19,859,940
3,008,082
6,061,771
28,407,661
7,104,862
4,650,286
19,816,972
8,080,024
9,464,457
4,333,688
1,468,342
3,019,651
188,562
59,773,666
10,630,885
57,633,121
16,715,455
8,280,203
9,154,807
8,947,679
30,132,541
34,519,367
12,252,522
1,296,644 11,241,993
13,164,945 24,406,939
5,724,931
18,682,007
19,911,045
5,673,119
28,448,754
24,445,858
7,575,302
3,132,092
6,986,094
6,011,013
8,850,864
32,055,019
15,501,117
9,544,875
4,133,904
2,545,033
13,218,740
10,339,449
12,157,408
11,706,145
2,285,378
-
28,145,158
2,431,651
-
944,562
1,732,421 16,872,647
417,977 2,606,588
4,972,360 14,903,024
3,847,438 12,289,288
1,771,187 1,886,600
18,725,743 730,164
4,308,629 1,744,430
849,832 1,465,661
887,322 2,209,811
1,165,166 5,801,948
1,182,533 3,465,199
- 1,920,241
-
2,880,678
(2,404,809) 683,820
203,711 3,303,682
1,544,098 2,574,635
3,914,995 3,038,561
1,106,611 2,923,585
490,738 3,160,203
(722,251) 484,828
14,389 1,374,880
681,655 500,422
25,971,206 7,943,925
-
3,526,281
6,265,955
21,645,164 38,517,811
8,872,543
32,950,868 47,853,893
28,057,682 40,346,970
9,346,489 11,233,089
21,857,835 22,587,999
11,294,723 13,039,153
6,860,845
8,326,506
9,738,187 11,947,998
33,220,185 39,022,133
16,328,890 19,794,089
9,544,875 11,465,115
7,014,582
7,014,582
736,571
52,750
13,422,451 16,726,133
11,883,547 14,458,182
16,072,403 19,110,964
12,812,756 15,736,341
5,936,320
1,522,330
28,158,358 29,533,238
3,613,728
26,705,388 34,649,313
4,470,843
2,776,116
1,037,502
4,470,843
3,113,306
9,464,269
3,505,919
8,985,068
14,827,153
3,821,835
6,357,742
4,681,114
2,476,193
3,849,666
3,676,308
980,086
183,040
5,461,380
15,667
4,909,872
4,616,355
5,793,057
5,106,895
891,995
87,738
903,104
1,201,001
2,393,126
1,216,263
29,053,542
5,366,624
38,868,825
25,519,817
7,411,254
16,230,257
8,358,040
5,850,313
8,098,332
35,345,825
18,814,003
11,282,075
1,553,202
720,903
11,816,262
9,841,827
13,317,907
10,629,446
5,044,325
1,434,592
28,630,133
2,412,727
32,256,187
3,254,579
97
1988
2005
1999
1995
1999
1997
1998
2009
2009
2009
2009
2009
2004
2007
2000
2005
1999
1996
2008
2012
2008
1999
1996
1997
2005
1996
1986
2002
1996
1984
1986
1996
2005
2005
2010
2007
2008
2008
2007
2008
2008
1986
1983
1996
1986
1996
1986
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
1998
1995
1997
1997
2009
2010
2012
2000
1998
1998
1998
2008
1997
2011
1996
1997
5,919,679
13,803,320
4,258,331
2,062,577
12,500,000
6,705,528
9,353,995
3,345,831
39,022,236
22,728,601
-
9,876,829
-
2001
2006
2006
1973
2000
1978
1978
2002
2005
INITIAL COST
SUBSEQUENT
BUILDING &
TO
LAND
4,343,000
IMPROVEMENT ACQUISITION
230,224
4,723,215
LAND
4,343,000
BUILDING &
IMPROVEMENT
4,953,438
TOTAL
9,296,438
TOTAL COST,
NET OF
293,813
9,002,625
ACCUMULATED ACCUMULATED
DEPRECIATION
DEPRECIATION
DATE OF
ENCUMBRANCES ACQUISITION CONSTRUCTION
DATE OF
PROPERTIES
ISLAND GATE PLAZA
PRESTON LEBANON
CROSSING
LAKE PRAIRIE TOWN
CROSSING
CENTER AT BAYBROOK
HARRIS COUNTY
CYPRESS TOWNE CENTER
SHOPS AT VISTA RIDGE
VISTA RIDGE PLAZA
VISTA RIDGE PHASE II
SOUTH PLAINES PLAZA, TX
LAKE JACKSON
MESQUITE
MESQUITE TOWN CENTER
NEW BRAUNSFELS
PARKER PLAZA
PLANO
SOUTHLAKE OAKS
WOODBRIDGE SHOPPING
CENTER
WEST OAKS
OGDEN
COLONIAL HEIGHTS
OLD TOWN VILLAGE
RICHMOND
RICHMOND
VALLEY VIEW SHOPPING
CENTER
POTOMAC RUN PLAZA
MANCHESTER SHOPPING
CENTER
AUBURN NORTH
FRONTIER VILLAGE
SHOPPING CTR.
OLYMPIA WEST
OUTPARCEL
SILVERDALE PLAZA
CHARLES TOWN
BLUE RIDGE
MICROPROPERTIES
BRAZIL-RIO CLARO
BRAZIL-VALINHOS
CHILE-EKONO
CHILE-VICUNA MACKENA
CHILE-VINA DEL MAR
MEXICO-HERMOSILLO
MEXICO-GIGANTE ACQ.
MEXICO-MOTOROLA
MEXICO-NON ADM BT-LOS
CABOS
MEXICO-NON ADM-GRAN
PLZ CANCUN
MEXICO-NON BUS ADM-
MULT.CANCUN
MEXICO-PLAZA SORIANA
MEXICO-PLAZA
CENTENARIO
MEXICO-NON BUS.ADM -
LINDAVISTA
MEXICO-NONADM BUS-
NUEVO LAREDO
MEXICO-NON ADM-PLAZA
LAGO REAL
MEXICO-MULTIPLAZA OJO
DE AGUA
MEXICO-PACHUCA
(WALMART)
MEXICO-NON ADM -PLAZA
SAN JUAN
MEXICO-RHODESIA
MEXICO-RIO BRAVO HEB
MEXICO-SALTILLO 2
MEXICO-SAN PEDRO
MEXICO-TAPACHULA
MEXICO-TIJUANA 2000
LAND PURCHASE
MEXICO-WALDO ACQ.
PERU-CAMPOY
PERU-LIMA
BALANCE OF PORTFOLIO
TOTALS
13,552,180
-
25,307,090 12,163,694
26,695,576
38,859,270
2,377,064
36,482,206
7,897,491
6,941,017
1,843,000
6,033,932
3,257,199
2,926,495
2,276,575
1,890,000
1,562,328
520,340
3,757,324
840,000
7,846,946
500,414
3,011,260
2,568,705
500,422
213,818
125,376
4,500,000
82,544
670,500
-
27,727,491
7,372,420
-
13,029,416
11,716,483
9,106,300
7,555,099
4,144,212
2,081,356
15,061,644
3,360,000
-
2,830,835
7,703,844
6,813,716
2,001,687
855,275
3,476,073
41,569,735
2,289,288
2,751,375
24,220,124
9,849,161
2,272,522
1,041,845
332,552
2,239,786
1,226,061
444,355
-
1,081,051
2,394,853
-
-
-
(62,791)
-
325,191
4,084,007
294,598
(2,194,866)
280,600
-
6,783,464
7,063,186
2,003,260
2,251,666
3,257,199
2,926,495
2,276,575
1,890,000
1,562,328
520,340
3,757,324
840,000
7,846,946
500,414
3,019,951
2,568,705
500,422
850,699
125,376
4,300,819
82,544
670,500
25,334,151
37,454,483
9,484,682
4,824,111
13,361,967
13,956,270
10,332,361
7,999,454
4,144,212
3,162,408
17,456,497
3,360,000
-
2,830,835
7,632,363
6,813,716
2,326,878
4,302,401
3,770,671
39,574,050
2,569,889
2,751,375
32,117,615
44,517,669
11,487,942
7,075,777
16,619,167
16,882,764
12,608,936
9,889,454
5,706,540
3,682,747
21,213,821
4,200,000
7,846,946
3,331,249
10,652,313
9,382,421
2,827,300
5,153,100
3,896,047
43,874,869
2,652,432
3,421,875
2,783,528
11,379,867
3,459,942
211,531
5,201,257
5,297,941
3,536,613
2,978,446
153,224
1,360,886
6,637,964
820,144
-
1,174,107
2,009,778
222,553
875,080
1,960,182
1,241,353
2,185,444
727,619
1,241,294
3,440,018
27,369,515
8,054,004
48,451,209
922,790
(639,454)
3,440,018
27,369,515
8,976,794
47,811,755
12,416,812
75,181,270
1,945,689
10,338,425
2,722,461
7,785,841
6,403,866
18,157,625
639,555
60,221
2,722,461
7,785,841
7,043,421
18,217,846
9,765,882
26,003,688
2,278,877
5,120,435
29,334,087
33,137,802
8,028,000
6,864,246
11,417,909
11,584,823
9,072,324
6,911,008
5,553,316
2,321,862
14,575,857
3,379,856
7,846,946
2,157,142
8,642,536
9,159,869
1,952,220
3,192,918
2,654,695
41,689,424
1,924,813
2,180,580
10,471,123
64,842,845
7,487,005
20,883,253
6,192,143
40,997,953
10,750,863
34,566,734
96,299 10,750,863
34,663,033
45,413,896
936,452
44,477,445
32,418,427
25,050,616
14,561,754
40,336,996
360,000
3,875,013
602,000
12,346,900
24,206,390
1,300,000
5,204,507
414,730
362,556
11,096,948
11,424,531
7,568,417
47,272,528
799,640
32,083,427
3,725,871
71,529,796
56,481,576
-
14,997,200
-
5,205,439
720,781
-
19,878,026
-
40,360
205,450
11,269,416
(8,432,419)
360,000
3,875,013
602,000
17,608,591
- 24,206,390
1,485,574
3,772,616
1,777,214
7,368,362
477,858
782,802
(1,083,208)
2,083,831
57,366,844 17,095,769
32,709,395 11,933,599
(5,696,608)
5,866,102
57,967,312 39,201,766
1,200,000
840,000
36,163,890
32,288,878
15,597,287
14,995,287
75,444,277
57,835,686
80,687,966
56,481,576
5,072,616
3,587,042
27,570,069
25,792,855
1,197,532
719,674
4,484,787
2,400,956
69,184,573
52,088,804
44,133,926
32,200,327
15,883,733
21,749,835
66,038,074 105,239,840
15,400
907,828
8,669,491
16,200,943
2,096,513
255,004
1,073,687
93,789
218,218
848,759
1,639,074
3,970,928
2,993,678
1,184,600
35,256,063
6,927,796
59,243,334
78,591,453
4,817,612
26,496,382
1,103,743
4,266,569
68,335,814
42,494,852
17,778,908
102,246,162
10,873,070
1,257,517
9,050,975
9,127,801
12,053,761
21,181,563
2,078,591
19,102,972
13,976,402
30,219,719
(9,417,640)
15,782,094
18,996,388
34,778,481
5,092,210
29,686,271
4,471,987
2,639,975
3,388,861
19,352,453
10,627,540
11,336,743
4,089,067
3,621,985
9,631,035
3,924,464
2,970,663
11,150,023
3,309,654
13,716,428
-
346,945
12,789,095
257,302
4,650,512
2,384,667
12,610,570
859,555
17,261,082
3,244,222
450,635
-
16,810,447
3,244,222
-
-
-
-
-
-
3,914,208
2,698,888
4,604,181
7,303,069
566,388
6,736,681
24,362,687 16,484,680
27,230,460
43,715,140
2,761,512
40,953,628
19,967,340
8,697,111
21,897,768
30,594,879
4,266,135
26,328,744
18,051,588
9,521,305
19,867,026
29,388,331
631,171
28,757,159
11,247,962
4,244,783
11,092,246
15,337,029
1,072,271
14,264,758
5,711,916
3,253,476
6,080,425
9,333,901
1,838,821
7,495,080
-
-
-
-
13,238,616
-
2,494,078
6,586,692
9,767,648
4,517,829
12,816,912
2,860,837
16,604,023
9,425,609
3,443,840
(3,098,054)
19,589,751 11,329,441
5,538,421
9,174,283
12,926,738
18,328,437
10,006,376
21,976,738
12,125,113
13,692,112
15,787,575
27,754,046
13,450,216
33,306,179
524,000
894,726
1,864,929
4,974,037
5,825,049
1,375,665
11,601,113
12,797,386
13,922,646
22,780,009
7,625,167
31,930,514
1,200,000
8,929,278
2,675,461
811,916
133,248,688
2,239,195,318
-
16,888,627
-
-
4,492,127
1,262,833
7,135,228
2,784,870
1,051,179
1,763,183
4,916,652,429 1,791,438,899 2,045,185,881
62,833
(6,134,466)
278,383
2,453,532
11,287,272
-
12,548,212
168,974
2,214,269
1,262,833
19,683,439
2,953,844
3,265,448
147,264,903.95 149,028,087
6,902,100,765 8,947,286,646
-
2,457,726
0
140,510
40,346,030
1,745,461,577
1,262,833
17,225,713
2,953,844
3,124,938
108,682,055
7,201,825,069
1,003,189,611
98
2011
1998
1997
1998
1998
1998
1998
2012
1995
1998
2003
1996
2008
2012
1996
1999
2007
1999
1995
2004
2008
2004
2007
2012
2012
2012
1985
2005
2012
2007
2007
2007
2007
2007
2007
2007
2008
2008
2006
2007
2009
2007
2006
2006
2003
2005
1967
2009
2008
2008
2008
2008
2008
2006
2006
2006
2005
2006
2009
2005
2011
2008
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows:
Buildings
Fixtures, building and leasehold improvements (including certain identified intangible assets)
15 to 50 years
Terms of leases or useful lives, whichever is shorter
The aggregate cost for Federal income tax purposes was approximately $7.9 billion at December 31, 2012.
The changes in total real estate assets for the years ended December 31, 2012, 2011 and 2010, are as follows:
Balance, beginning of period
Acquisitions
Improvements
Transfers from (to) unconsolidated joint ventures
Sales
Assets held for sale
Adjustment of fully depreciated assets
Adjustment of property carrying values
Change in exchange rate
Balance, end of period
The changes in accumulated depreciation for the years ended December 31, 2012, 2011 and 2010 are as follows:
Balance, beginning of period
Depreciation for year
Transfers (to) unconsolidated joint ventures
Sales
Adjustment of fully depreciated assets
Assets held for sale
Change in exchange rate
Balance, end of period
Reclassifications:
Certain Amounts in the Prior Period Have Been Reclassified in Order to Conform with the Current Period's Presentation.
2012
2011
2010
8,771,256,852
411,166,315
85,801,777
212,231,319
(503,767,086)
(9,845,065)
(21,711,782)
(34,121,504)
36,275,820
8,947,286,646
8,587,378,001
406,431,259
118,072,955
(49,812,485)
(186,887,870)
(4,503,823)
(27,412,282)
(4,616,890)
(67,392,013)
8,771,256,852
8,877,013,625
83,833,304
115,592,035
115,482,953
(603,652,663)
(4,445,309)
(15,047,644)
(17,601,053)
36,202,753
8,587,378,001
2012
2011
2010
1,693,089,989
248,426,786
(8,390,550)
(161,515,292)
(21,711,782)
(6,582,611)
2,145,037
1,745,461,577
1,549,380,256
237,782,626
(2,725,794)
(59,086,170)
(27,412,282)
(633,676)
(4,214,971)
1,693,089,989
1,343,148,498
244,903,628
-
(23,610,893)
(15,047,644)
(13,333)
1,549,380,256
99
KIMCO REALTY CORPORATION AND SUBSIDIARIES
Schedule IV - Mortgage Loans on Real Estate
As of December 31, 2012
(in thousands)
Type of
Loan/Borrower
Description
Location (c)
Interest
Accrual
Rates
Interest
Payment
Rates
Final
Maturity
Date
Periodic
Payment
Terms (a)
Prior
Liens
Face Amount
of Mortgages
or Maximum
Available
Credit (b)
Carrying
Amount of
Mortgages
(b) (c)
Mortgage Loans:
Borrower A
Borrower B
Borrower C
Borrower D
Borrower E
Borrower F
Borrower G
Borrower H
Borrower I
Borrower J
Borrower K
Individually < 3%
8.50%
8.50%
7.00%
6.00%
8.10%
7.57%
Retail Development Ontario, Canada
Apartments
Montreal, Canada
Senior Living Center Parker, CO
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
8.50% 4/13/2013
8.50% 6/27/2013
7.00% 12/31/2013
Jacksonville, FL
6.00% 11/2/2013
8.10% 12/16/2013
Arboledas, Mexico
Miami, FL
7.57% 6/1/2019
Las Vegas, NV
10.00% 10.00% 5/14/2033
Guadalajara, Mexico 12.00% 12.00% 9/1/2016
Miami, FL
7.57% 6/1/2019
7.57%
Miami, FL
7.57% 6/1/2019
7.57%
Miami, FL
7.57%
7.57% 6/1/2019
(e)
(e)
(f)
(d)
I
P& I
P& I
P&I
P&I
P&I
I
P&I
P&I
P&I
P&I
$
-
-
-
-
-
-
-
-
-
-
-
-
16,906 $
23,800
4,358
4,221
13,000
6,509
3,075
5,307
4,201
3,966
3,678
15,779
104,800
16,897
7,016
4,358
4,221
3,835
3,792
3,075
2,706
2,633
2,584
2,394
13,800
67,311
Lines of Credit:
Individually < 3%
Other:
Individually < 3%
Capitalized loan
costs
Total
8.00%
8.00% 12/31/2013
2,400
1,405
(g)
(g)
(h)
2,050
1,952
36
$
109,250 $
70,704
(a) I = Interest only; P&I = Principal & Interest
(b) The instruments actual cash flows are denominated in U.S. dollars, Canadian dollars and Mexican pesos as indicated by the
geographic location above
(c) The aggregate cost for Federal income tax purposes is $70.7 million
(d) Comprised of 14 separate loans with original loan amounts ranging between $0.4 million and $3.3 million
(e) Interest rates range from 6.00% to 12.00%
(f) Maturity dates range from one to 18 years
(g) Interest rates range from 2.28% to 5.50%
(h) Maturity dates range from six to 15 years
For a reconcilition of mortgage and other financing receivables from January 1, 2010 to December 31, 2012 see Note 11 of the Notes to
Consolidated Financial Statements included in this annual report of Form 10K.
The Company feels it is not practicable to estimate the fair value of each receivable as quoted market prices are not available.
The cost of obtaining an independent valuation on these assets is deemed excessive considering the materiality of the total receivables.
100
Kimco Realty Corporation and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
For the year ended December 31, 2012
Exhibit 12.1
Pretax earnings from continuing operations before adjustment for noncontrolling interests or income
loss from equity investees
$
42,544,588
Add:
Interest on indebtedness (excluding capitalized interest)
Amortization of debt related expenses
Portion of rents representative of the interest factor
Distributed income from equity investees
229,911,807
7,683,550
6,946,781
287,086,726
194,109,970
Pretax earnings from continuing operations, as adjusted
$
481,196,696
Fixed charges -
Interest on indebtedness (including capitalized interest)
Amortization of debt related expenses
Portion of rents representative of the interest factor
Fixed charges
Ratio of earnings to fixed charges
$
231,449,478
3,099,218
6,946,781
$
241,495,477
2.0
101
Kimco Realty Corporation and Subsidiaries
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
For the year ended December 31, 2012
Pretax earnings from continuing operations before adjustment for noncontrolling interests or income
loss from equity investees
$
42,544,588
Exhibit 12.2
Add:
Interest on indebtedness (excluding capitalized interest)
Amortization of debt related expenses
Portion of rents representative of the interest factor
Distributed income from equity investees
229,911,807
7,683,550
6,946,781
287,086,726
194,109,970
Pretax earnings from continuing operations, as adjusted
$
481,196,696
Combined fixed charges and preferred stock dividends -
Interest on indebtedness (including capitalized interest)
Preferred dividend factor
Amortization of debt related expenses
Portion of rents representative of the interest factor
Combined fixed charges and preferred stock dividends
$
231,449,478
72,978,005
3,099,218
6,946,781
$
314,473,482
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
1.5
102
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, David B. Henry, certify that:
1. I have reviewed this annual report on Form 10-K of Kimco Realty Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 26, 2013
/s/ David B. Henry
David B. Henry
Chief Executive Officer
103
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Glenn G. Cohen, certify that:
1. I have reviewed this annual report on Form 10-K of Kimco Realty Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 26, 2013
/s/ Glenn G. Cohen
Glenn G. Cohen
Chief Financial Officer
104
Section 1350 Certification
Exhibit 32.1
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers
of Kimco Realty Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2012 (the “Report”)
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: February 26, 2013
Date: February 26, 2013
By: /s/ David B. Henry
David B. Henry
Chief Executive Officer
By: /s/ Glenn G. Cohen
Glenn G. Cohen
Chief Financial Officer
105
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
GLA
MAJOR LEASES
Exhibit 99.1
ALABAMA
HOOVER
MOBILE (5)
ALASKA
ANCHORAGE
KENAI
ARIZONA
GLENDALE
GLENDALE
MARANA
MESA
MESA
MESA
NORTH PHOENIX
PEORIA
PHOENIX
PHOENIX
PHOENIX
PHOENIX
PHOENIX
PHOENIX
SUN CITY
TEMPE
TUCSON
CALIFORNIA
ALHAMBRA
ANAHEIM
ANAHEIM
ANAHEIM (5)
ANAHEIM
ANGEL'S CAMP
BELLFLOWER
CARLSBAD
CARMICHAEL
CHICO
CHICO
CHINO
CHINO
CHINO HILLS
CHULA VISTA
COLMA
CORONA
CORONA
COVINA
CUPERTINO
DALY CITY
DUBLIN
EL CAJON
EL CAJON
ELK GROVE
ENCINITAS
ESCONDIDO
FAIR OAKS
FOLSOM
FREMONT
FREMONT
FRESNO
FULLERTON
GARDENA
GRANITE BAY
GRASS VALLEY
HACIENDA HEIGHTS
HAYWARD
HUNTINGTON
BEACH
JACKSON
LA MIRADA
LA VERNE
LAGUNA HILLS
LINCOLN
LIVERMORE
LOS ANGELES
LOS ANGELES
MANTECA
MODESTO
MONTEBELLO
MORAGA
MORGAN HILL
NAPA
NORTHRIDGE
NOVATO
OCEANSIDE
OCEANSIDE
OCEANSIDE
OIP
OJV
KIR
OJV
PRU
OJV
PRU
PRU
PRU
BIG
BIG
UBS
PRU
PRU
UBS
KIR
PRU
OJV
CPP
PRU
PRU
PRU
PRU
OJV
PRU
PRU
BIG
PRU
PRU
PRU
OJV
PRU
PRU
BIG
OJV
UBS
PRU
PRU
BIG
PRU
KIR
BIG
OJV
PRU
PRU
PRU
2007
2006
2006
2003
1998
2008
2003
2009
2005
2011
1998
2011
1998
1998
1997
2009
2006
2011
2012
2011
2003
1998
1995
2006
2006
2006
2009
2010
2010
1998
2008
2007
2006
2006
2008
1998
2006
1998
2007
2000
2006
2002
2006
2003
2010
2006
2006
2006
2006
2003
2007
2006
2009
2010
2006
2006
2006
2011
2006
2006
2008
1998
2010
2007
2007
2006
2010
2006
2010
2006
2000
2010
2003
2006
2005
2009
2006
2006
2006
115,358
348,745
81.1 PETCO
87.1
ACADEMY SPORTS &
OUTDOORS
15,000 DOLLAR TREE
84,464
VIRGINIA COLLEGE
10,000 SHOE CARNIVAL
60,293
ROSS DRESS FOR LESS
132,653
146,759
82.2 MICHAELS
100.0 HOME DEPOT
25,937 BED BATH & BEYOND
146,759
25,000 OLD NAVY
221,388
169,257
191,008
227,627
1,080,000
75.8 FLOOR & DECOR
100.0 WALMART
100.0 LOWE'S HOME CENTER
91.9 SPORTS AUTHORITY
94.3
WALMART
75,000 HOWIE'S FURNITURE
81,535 MOR FURNITURE FOR LESS
191,008
51,154 MEGA FURNITURE
208,000
BASS PRO SHOPS OUTDOOR
WORLD
45,000 SALON BOUTIQUE
ÿ
40,000 MICHAELS
41,750 PETSMART
170,000
HOME DEPOT
79,790
228,071
167,862
153,180
229,707
131,621
70,428
94,379
184,329
62,559
62,285
190,174
195,455
15,396
347,236
161,073
105,338
77,967
113,233
160,928
206,261
264,335
69,812
339,001
168,264
73,352
356,335
213,463
491,998
148,805
278,562
107,969
614,026
155,070
128,343
98,396
89,164
118,804
231,157
104,866
108,255
504,666
131,239
121,107
268,091
65,987
140,240
217,461
135,012
80,911
156,305
67,665
264,513
226,872
160,000
119,559
104,244
165,195
169,653
96,393
214,389
251,489
163,630
103,362
349,530
158,812
133,745
352,098
92,378
87,863
98.2 MOR FURNITURE FOR LESS
96.0 BURLINGTON COAT FACTORY
98.2 JCPENNEY
78.8 HOME DEPOT
82.3 COSTCO
92.8 SAFEWAY
87.3 SAFEWAY (6)
82.5 ROSS DRESS FOR LESS
96.3 WALMART
87.0 CVS
93.6 WHOLE FOODS MARKET
100.0 LOWE'S HOME CENTER
33,234 MICHAELS
98,054 MICHAELS
53,984 JO-ANN FABRICS
107,724
141,659 DD'S DISCOUNTS
62,573 TRADER JOE'S
42,504
29,765 DOLLAR TREE
110,627 MICHAELS
24,519
32,306
190,174
100.0 COSTCO
100.0
NORTHGATE GONZALEZ
MARKETS
116,560 COSTCO
15,396
100.0 FOREVER 21
90.3 RALPHS
100.0 STATER BROTHERS
91.5 SAVE MART
100.0 STATER BROTHERS
83.1 MARSHALLS
89.4 HOME DEPOT
98.3 EVANS FURNITURE GALLERIES
92.9 RALEY'S
87.4 LA CURACAO
95.6 DOLLAR TREE
97.2 STATER BROTHERS
100.0 COSTCO
98.9 MARSHALLS
94.8 COSTCO
97.0 VONS
96.9 LOWE'S HOME CENTER
89.8 99 RANCH MARKET
HOME DEPOT
95.7
100.0 ORCHARD SUPPLY HARDWARE
100.0 KOHL'S
92.8 RITE AID
100.0 BEL AIR MARKET
92.9 KOHL'S
84.6 LA FITNESS
89.9 RALEY'S
100.0 KOHL'S
90.1 SAFEWAY
96.2 SAVE MART
100.0 BED BATH & BEYOND
91.8 TOYS R US
93.7 99 RANCH MARKET
89.9 RALEY'S
87.3 RALEY'S
97.5 ALBERTSONS (6)
92.3 99 CENTS ONLY STORES
84.5
VONS
100.0 RALEY'S
82.2 U.S. POSTAL SERVICE
93.4 TARGET
100.0 MACY'S
91.9 SAFEWAY
91.2 ROSS DRESS FOR LESS
93.8 RALPHS/FOOD 4 LESS
100.0 KMART
96.9 SAFEWAY
60.7 RALEY'S (6)
98.0 SEARS
89.7 TJ MAXX
100.0 HOME DEPOT
100.0 TARGET
67.5 DSW SHOE WAREHOUSE
95.6 SAFEWAY
94.5 SEARS
98.7 TRADER JOE'S
85.3 SMART & FINAL
80,000 EL SUPER
45,000 RITE AID
37,440
41,956 RITE AID
64,039 PLANET FITNESS
27,000 DOLLAR TREE
110,861 WALMART
57,635 FOOD MAXX
62,098
104,465 ROSS DRESS FOR LESS
25,060 PETSMART
43,235
154,569 WALMART
32,000 NORDSTROM RACK
114,112 HOME DEPOT
55,650 PETSMART
111,348 STAPLES
29,657
109,000
SAFEWAY
35,829 MARSHALLS
94,926 MICHAELS
27,642 ROSS DRESS FOR LESS
56,435
58,004 TOTAL WOMAN GYM
40,000 VONS
65,472
108,255
54,741 BED BATH & BEYOND
48,000 CVS
36,725 SPROUTS FARMERS MARKET
66,960 AMC THEATERS
22,000 RITE AID
60,114
60,114 JCPENNEY
44,128 VIVO DANCESPORT CENTER
29,300 BIG LOTS
CVS
40,800
62,625
26,577 MOVIES 7 DOLLAR THEATRE
114,732 MARSHALLS
160,000
55,342 CVS
24,000 RICHARD CRAFTS
38,950 FACTORY 2-U
82,504 SUPERIOR MARKETS
58,090 BIG 5 SPORTING GOODS
49,800 PLANET FITNESS
105,000 TOYS R US
31,133 CVS
103,362
116,000 HOME DEPOT
43,000 SUPER KING MARKET
51,199 RITE AID
38,902 ROSS DRESS FOR LESS
12,881 LAMPS PLUS
25,000 USA DISCOUNTERS
25,520
23,190 GUITAR CENTER
40,734 ROSS DRESS FOR LESS
21,406
11,145
11,450
25,666
40,459 JO-ANN FABRICS
54,087 SMART & FINAL
18,235 99 CENT DISCOUNT
19,120
29,025
16,610 KIDS R US
44,257
54,239 BED BATH & BEYOND
30,730 DD'S DISCOUNTS
24,225 RITE AID
153,578 NAVCARE
30,809 BED BATH & BEYOND
100,000 UFC GYMS
24,515 ANNA'S LINENS
25,632 SKYZONE
57,817
BURLINGTON COAT
FACTORY
32,000 ROSS DRESS FOR LESS
28,417
24,000 PETCO
13,000
40,000 CVS
39,830 MARSHALLS
24,437 BALLY TOTAL FITNESS
35,747 ROSS DRESS FOR LESS
42,963 AMC THEATERS
19,300
37,842 SOUTH YUBA CLUB
12,000 DAISO JAPAN
23,334
20,120
24,900 CVS
27,764 STAPLES
23,077
12,061 BIG 5 SPORTING GOODS
22,224 RITE AID
34,420 CVS
10,000
23,240
46,270 AMC THEATERS
25,844 U.S. POSTAL SERVICE
100,238 RALEY'S
39,348 LINENS N THINGS
24,769 DOLLAR TREE
30,000 BARNES & NOBLE
11,000
23,800
10,000
31,500
19,580
11,000
17,500
25,339
102,589
20,293
23,984
13,454
30,000
12,200
15,062
25,002
25,000
21,440
14,580
30,644
45,000
15,120
25,608
55,000
31,060
10,000
22,880
30,028
24,145
30,187
31,690
12,567
10,000
22,268
15,661
10,000
18,160
25,487
39,263
14,380
60,890
39,000
15,708
25,000
106
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
MAJOR LEASES
Exhibit 99.1
ORANGEVALE
PACIFICA
PACIFICA
PLEASANTON
POWAY
RANCHO
CUCAMONGA
REDWOOD CITY
RIVERSIDE
ROSEVILLE
ROSEVILLE
SACRAMENTO
SAN DIEGO
SAN DIEGO
SAN DIEGO
SAN DIEGO
SAN DIEGO
SAN DIEGO
SAN DIEGO
SAN DIEGO
SAN DIEGO
SAN DIMAS
SAN JOSE
SAN LEANDRO
SAN LUIS OBISPO
SAN RAMON
SANTA ANA
SANTA CLARITA
SANTA ROSA
SANTEE
SIGNAL HILL
TEMECULA
TEMECULA
TEMECULA
TORRANCE
TORRANCE
TRUCKEE
TRUCKEE
TURLOCK
TUSTIN
TUSTIN
TUSTIN
TUSTIN
UPLAND
VALENCIA
VISALIA
VISTA
WALNUT CREEK
WESTMINSTER
WINDSOR
WINDSOR
YORBA LINDA
COLORADO
AURORA
AURORA
AURORA
COLORADO SPRINGS
DENVER
ENGLEWOOD
FORT COLLINS
GREELEY
GREENWOOD
VILLAGE
HIGHLANDS
HIGHLANDS RANCH
LAKEWOOD
LITTLETON
CONNECTICUT
BRANFORD
ENFIELD
FARMINGTON
HAMDEN
NORTH HAVEN
WATERBURY
WILTON
DELAWARE
ELSMERE
WILMINGTON
FLORIDA
ALTAMONTE
SPRINGS
ALTAMONTE
SPRINGS
BOCA RATON
BONITA SPRINGS
BIG
KIF
PRU
OJV
PRU
BIG
UBS
PRU
KIR
CPP
PRU
UBS
UBS
OJV
PRU
PRU
PRU
KIR
PRU
OJV
BIG
KIR
CPP
BIG
KIR
BIG
UBS
PRU
OJV
OJV
PRU
PRU
PRU
PRU
OJV
PRU
PRU
PRU
BIG
BIG
OJV
KIR
KIR
OJV
KIF
UBS
2010
2004
2006
2007
2005
2006
2009
2008
2010
2007
2006
2000
2010
2009
2006
2007
2007
2007
2012
2007
2006
2006
2006
2005
1999
1998
2006
2005
2003
2010
1999
2010
2010
2000
2010
2006
2007
2006
2007
2003
2006
2006
2006
2006
2007
2006
2006
2006
2010
2010
2012
1998
1998
1998
1998
1998
1998
2000
2012
2003
2011
2011
1998
2011
2000
2000
1998
1973
1998
1993
2012
1979
2004
1995
1998
1967
2006
160,811
168,871
104,281
175,000
125,194
56,019
49,429
86,108
188,493
81,171
188,874
117,410
412,674
35,000
210,579
49,369
57,411
59,414
108,741
225,919
154,000
183,180
95,255
173,996
41,913
134,400
96,662
41,565
311,498
154,750
342,336
417,252
139,130
268,814
66,958
30,433
41,149
111,558
687,590
108,413
193,415
137,963
271,867
143,070
228,769
122,563
114,733
208,660
107,769
126,187
160,773
154,055
44,097
152,282
107,310
18,405
80,330
115,862
138,818
201,322
123,454
30,397
82,581
190,104
190,738
148,517
184,959
345,196
331,919
141,443
92.4 SAVE MART
93.1 SAFEWAY
89.6 SAVE MART
100.0 MACY'S
98.8 STEIN MART
91.3
CVS
100.0 ORCHARD SUPPLY HARDWARE
100.0 BURLINGTON COAT FACTORY
97.7 SPORTS AUTHORITY
100.0 SAFEWAY
88.4 SEAFOOD CITY
100.0 24 HOUR FITNESS
100.0 COSTCO
100.0 CLAIM JUMPER
89.1 TJ MAXX
97.6
NAMASTE PLAZA
SUPERMARKET
98.6
94.9
100.0 ALBERTSONS
100.0 NORDSTROM
95.5 STEIN MART
89.3 WALMART
92.4 ROSS DRESS FOR LESS
87.6 VONS
91.0 PETCO
100.0 HOME DEPOT
89.5 ALBERTSONS
100.0 ACE HARDWARE
97.5 24 HOUR FITNESS
98.8 HOME DEPOT
95.0 KMART
100.0 WALMART
96.8 ALBERTSONS
100.0 SEARS
79.7 ACE HARDWARE
79.3
78.9
98.1 RALEY'S
94.4 TARGET
100.0 KMART
87.8 VONS
91.6 RALPHS
91.7 HOME DEPOT
93.9 RALPHS
54.7 REGAL SEQUOIA MALL 12
91.6 ALBERTSONS
92.7 CENTURY THEATRES
97.4 PAVILIONS
78.0 RALEY'S
92.4 SAFEWAY
100.0 DICK'S SPORTING GOODS
78.4 ROSS DRESS FOR LESS
57.4
70.7 ALBERTSONS
24.1 DOLLAR TREE
100.0 SAVE-A-LOT
97.0 HOBBY LOBBY
100.0 KOHL'S
100.0 BED BATH & BEYOND
HOME DEPOT
100.0
98.1 ACE HARDWARE
86.8
91.7 SAFEWAY
92.6 KING SOOPERS
100.0 KOHL'S
100.0 KOHL'S
97.8 SPORTS AUTHORITY
97.2 WALMART
97.1 HOME DEPOT
100.0
RAYMOUR & FLANIGAN
FURNITURE
62,000 CVS
45,892 ROSS DRESS FOR LESS
29,200 RITE AID
175,000
40,000 HOME GOODS
21,415
49,429
67,104
43,373 SPROUTS FARMERS MARKET
55,146
53,842 SD MART
66,851 SPORTS AUTHORITY
153,095 PRICE SELF STORAGE
10,600
31,152 HOME GOODS
10,150
31,180 U.S. POSTAL SERVICE
24,246 RITE AID
23,064
26,210 OFFICE DEPOT
36,041 ROSS DRESS FOR LESS
51,639 BIG 5 SPORTING GOODS
38,359
120,962 COSTCO
30,619 CVS
66,284
225,919
30,000 ROSS DRESS FOR LESS
101,500 WALGREENS
26,706 MICHAELS
52,071 MICHAELS
10,000
134,400
40,751
12,100
36,000 BED BATH & BEYOND
103,423 PETSMART
86,479 FOOD 4 LESS
221,639 KOHL'S
49,770 CVS
43,595 UFC GYMS
11,910
27,200 PETCO
14,000
19,020
21,006 CVS
30,000 TJ MAXX
26,550
52,640 TRISTONE THEATRES
88,728 ROSS DRESS FOR LESS
17,800
40,635 MARSHALLS
60,114 DECHINA 1 BUFFET
134,639 AMC THEATERS
108,413
41,430 RITE AID
36,400 CVS (6)
98,064 STAPLES
45,579 CVS
31,663 MARSHALLS
46,819 CVS
57,017 COST PLUS
69,445 HOWARD'S APPLIANCES
56,477
52,610 CVS
50,000 BED BATH & BEYOND
10,625
68,159 WHOLE FOODS MARKET
19,072 GOODWILL BOUTIQUE
23,250 MICHAELS
24,133 CRUNCH
25,500
30,000 BED BATH & BEYOND
22,154
19,044
17,962
19,950
43,000 MICHAELS
30,187 TJ MAXX
28,140 SPACE AGE FEDERAL CU
41,896 DOLLAR TREE
12,000
18,405
50,690 OLD COUNTRY BUFFET
105,862 GUITAR CENTER
27,974 MICHAELS
193,676
14,301 KEY BANK
10,000
10,000
21,323 SPROUTS FARMERS MARKET
33,450 TJ MAXX
30,000 OFFICEMAX
49,788
64,532 OFFICE DEPOT
86,830 BIG Y
88,000 BEST BUY
50,000 NORDSTROM RACK
89,750 BON-TON
111,500 COSTCO
69,490
STOP & SHOP
25,267 BIG LOTS
46,669
30,048
35,834 LA FITNESS
58,604 BOB'S STORES
109,920 XPECT DISCOUNT
66,663
GLA
15,771
19,085
21,912
27,471
10,000
50,000
30,000
15,000
16,854
28,000
29,650
30,138
27,000
60,550
11,000
22,364
18,000
25,000
23,923
11,047
11,250
21,236
23,500
19,831
33,320
49,133
36,875
90,860
100.0 STOP & SHOP
105,368
165,805
100.0 BJ'S WHOLESALE CLUB
100.0
SHOPRITE
46,764
85,188
58,236
SPORTS AUTHORITY
42,456
RAYMOUR & FLANIGAN
FURNITURE
36,000
60,191
100.0
AARON'S FINE FURNITURE
33,238
AARON'S FINE FURNITURE
26,953
221,137
84.0
BAER'S FURNITURE
60,000
DSW SHOE WAREHOUSE
23,990
PETCO
15,250
73,549
79,676
89.3 WINN DIXIE (6)
90.3 PUBLIX
38,614
54,376
107
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
GLA
MAJOR LEASES
Exhibit 99.1
103,479 ALBERTSONS
42,112 TJ MAXX
40,000 ROSS DRESS FOR LESS
51,195
25,020 JO-ANN FABRICS
25,106 YOUFIT HEALTH CLUBS
BOYNTON BEACH
BRADENTON
BRANDON
CAPE CORAL
CAPE CORAL
CLEARWATER
CORAL SPRINGS
CORAL SPRINGS
CORAL WAY
DELRAY BEACH
EAST ORLANDO
FORT LAUDERDALE
HOLLYWOOD
HOLLYWOOD
HOMESTEAD
HOMESTEAD
JACKSONVILLE
JACKSONVILLE
JACKSONVILLE (2)
JENSEN BEACH
KEY LARGO
LAKELAND
LAKELAND
LARGO
LARGO
LAUDERHILL
LEESBURG
MARGATE
MELBOURNE
MERRITT ISLAND
MIAMI
MIAMI
MIAMI (5)
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIDDLEBURG
MIRAMAR (2)
MOUNT DORA
NORTH
LAUDERDALE
NORTH MIAMI
BEACH
OCALA
ORANGE PARK
ORLANDO
ORLANDO
ORLANDO
ORLANDO
ORLANDO
OVIEDO
PENSACOLA
PLANTATION
POMPANO BEACH
SANFORD
SARASOTA
SARASOTA
ST. PETERSBURG
TALLAHASSEE
TAMPA
TAMPA
TAMPA
TAMPA
WEST PALM BEACH
(5)
WEST PALM BEACH
(5)
WEST PALM BEACH
WEST PALM BEACH
WEST PALM BEACH
WINTER HAVEN
YULEE
GEORGIA
ALPHARETTA
ATLANTA
ATLANTA
AUGUSTA
AUGUSTA
DULUTH
FLOWERY BRANCH
SAVANNAH
KIR
KIR
UBS
UBS
OJV
UBS
OJV
CPP
OJV
UBS
KIR
UBS
OJV
OJV
OJV
UBS
UBS
OTH
PRU
OJV
KIR
UBS
OJV
KIR
OIP
OJV
OJV
OIP
KIR
UBS
1999
1998
2001
2006
2006
2005
1994
1997
2003
2006
1971
2009
2002
2010
1972
1972
2006
2010
2005
1994
2000
2001
2006
1968
1992
1978
2008
1993
1968
2006
1968
1965
1986
1998
1998
2009
2006
2007
2007
2011
1995
2005
2005
1997
2007
1985
1997
2003
2000
2008
1996
2009
2011
2006
2011
1974
2012
1989
2008
1989
1968
1998
2001
1997
2004
2007
2009
1967
1997
1995
2009
1973
2003
2008
2008
2007
2001
1995
2006
2011
1993
194,924
162,997
143,785
42,030
125,108
212,388
55,089
86,342
88,205
50,906
131,981
241,076
49,543
898,538
205,614
3,600
72,840
257,020
116,000
173,292
207,365
241,196
54,434
149,472
215,916
181,576
13,468
264,037
168,737
60,103
107,000
79,273
69,380
29,166
17,117
293,001
63,563
60,280
349,826
112,423
63,604
59,218
156,000
120,430
250,209
96.8 BEALLS
82.0 PUBLIX
94.8 BED BATH & BEYOND
90.4
100.0 PUBLIX
100.0 HOME DEPOT
96.3 BIG LOTS
100.0 TJ MAXX
100.0 WINN DIXIE
97.6 PUBLIX
64.7 FLORIDA CAREER COLLEGE
95.0 REGAL CINEMAS
100.0 MICHAELS
99.2 HOME DEPOT
100.0 PUBLIX
100.0
92.3 PUBLIX
87.4 STEIN MART
76.1 HHGREGG
70.7 HOBBY LOBBY
94.3 KMART
95.3 HOBBY LOBBY
100.0 SPORTS AUTHORITY
94.5 WALMART
86.3 PUBLIX
81.9 BABIES R US
100.0
44,684 ROSS DRESS FOR LESS
100,200 JO-ANN FABRICS
33,517
29,500 ANNA'S LINENS
55,944 STAPLES
44,840
44,000 C-TOWN
52,936 LA FITNESS
25,104 HOME GOODS
142,280 B.J.'S WHOLESALE CLUB
56,077 MARSHALLS
44,840
36,000 SEARS
30,030
52,973 DOLLAR TREE
108,842 PUBLIX
53,271 STEIN MART
43,994 CHUCK E CHEESE
101,900 ALDI
42,112 AMC THEATERS
44,450 STAPLES
89.2 WINN DIXIE
82.7 GSI COMMERCE CALL CENTER
100.0 PUBLIX
100.0 HOME DEPOT
96.0 BABIES R US
95.9 PUBLIX
100.0 LEHMAN TOYOTA
100.0 LEHMAN TOYOTA
82.6
KMART
56,000 SAM ASH MUSIC
69,900 WALGREENS
44,840
105,154
40,214 FIRESTONE TIRE
31,200 WALGREENS
29,166
17,117
114,000
MARSHALLS
93.4 PUBLIX
100.0 PUBLIX
97.6 PUBLIX
96.4
WINN DIXIE
100.0 PETCO
65.7 DOLLAR TREE
40.4 24 HOUR FITNESS
97.5 KMART
92.3
HOME DEPOT
44,271
45,600
56,000 BUY BUY BABY
34,890
LITTLE VILLAGE LEARNING
CENTER
22,418 PARTY CITY
10,000
36,025
100,850
110,410
CHANCELLOR ACADEMY
108,795
95.9
PUBLIX
51,420
WALGREENS
260,419
50,299
179,065
180,156
132,856
154,356
86,321
78,093
101,377
60,414
80,917
158,687
102,455
129,700
118,574
105,871
340,541
205,634
197,181
99,640
36,505
55.9 BEST BUY
100.0 BED BATH & BEYOND
95.8 KMART
80.9 24 HOUR FITNESS
100.0 ROSS DRESS FOR LESS
97.2 MARSHALLS
99.1 THE FRESH MARKET
100.0 PUBLIX
95.9 PUBLIX
100.0 WHOLE FOODS MARKET
100.0
87.9
ROSS DRESS FOR LESS
96.1 TJ MAXX
93.4 SWEETBAY
100.0 KASH N' KARRY
100.0 STEIN MART
100.0 BEST BUY
97.8 AMERICAN SIGNATURE
99.2 LOWE'S HOME CENTER
94.9 PUBLIX
87.3
FLORIDA SCHOOL FOR DANCE
30,038 SERVICE MERCHANDISE
25,978 MICHAELS
101,665 PUBLIX
49,875 TJ MAXX
43,611 BIG LOTS
30,027 OFF BROADWAY SHOES
18,400
44,270
61,389
28,320 WHOLE FOODS MARKET
30,165
ALDI
29,825 OFFICEMAX
46,295 ACE HARDWARE
45,871 TJ MAXX (6)
31,920 HOME GOODS
46,121 JO-ANN FABRICS
49,106 STAPLES
167,000
55,000
23,350
32,265 STAPLES
49,865 STAPLES
15,000 PARTY CITY
24,202
23,145
48,479 OFFICE DEPOT
24,439
119,419 KMART
29,575 OFFICEMAX
28,020 TJ MAXX
10,078
48,555
39,500 ROSS DRESS FOR LESS
10,440
20,800
30,267 OFFICE DEPOT
23,500 PARTY CITY
25,460 OFFICE DEPOT
15,525 GOODWILL INDUSTRIES
12,063
11,880
27,808
NAVARRO DISCOUNT
PHARMACY
29,953 OFFICE DEPOT
10,000
10,000
46,531
15,930
PUBLIX
29,618 JO-ANN FABRICS
24,321
55,000
26,843 ORLANDO HEALTH
25,375 ALDI
24,991 GOLFSMITH GOLF CENTER
13,120
24,725
ICHIGO ICHIE SUPREME
BUFFET
23,800 DOLLAR TREE
15,000 AARON'S
29,958 YOUFIT HEALTH CLUBS
24,471
45,965 BED BATH & BEYOND
27,000 ROSS DRESS FOR LESS
15,000
15,000
20,347
17,055
12,000
24,887
114,764
23,500
25,200
30,846
25,506
12,700
25,117
12,430
23,500
24,840
39,795
25,304
24,787
24,700
20,179
10,356
19,700
10,000
15,595
40,852
26,250
37,640
76.7
3,787
79,904
357,537
95,188
59,426
130,515
313,737
175,835
532,945
112,537
78,025
92,985
186,526
100.0
90.8 BABIES R US (6)
98.6 KMART
95.8 BIG LOTS
91.1 PETCO
89.8 KROGER
88.0 DAYS INN
82.7
MARSHALLS
96.9 HOBBY LOBBY
97.5 TJ MAXX
97.6 WHOLE FOODS MARKET
90.2 PUBLIX
98.7 BED BATH & BEYOND
108
40,960
123,011 WINN DIXIE
41,200 JO-ANN FABRICS
15,335 DOLLAR TREE
62,000
93,634 KROGER
36,598
OFF BROADWAY SHOE
WAREHOUSE
65,864 SPORTS AUTHORITY
35,200 ROSS DRESS FOR LESS
70,125
54,340
35,005 TJ MAXX
53,291 ROSS DRESS FOR LESS
12,375 BUDDY'S HOME FURNISHINGS
10,220
28,102
10,225
56,647 PLANET FITNESS
23,500
THOMASVILLE FURNITURE
44,118 HHGREGG
30,187 RUGGED WEARHOUSE
33,067 MARSHALLS
19,838
14,348
44,000
11,920
31,000
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
MAJOR LEASES
197,957
311,093
175,396
96.0 HHGREGG
97.9 KOHL'S
100.0 LOWE'S HOME CENTER
32,026 ROSS DRESS FOR LESS
86,584 BELK
169,896
30,187 COST PLUS
58,416 HHGREGG
17,897
76.0
20,000
75.0 STEVENS-HENAGER COLLEGE
15,000
KIR
OJV
KIR
OJV
KIR
UBS
OJV
OJV
KIR
KIR
KIF
SAVANNAH
SNELLVILLE
VALDOSTA
HAWAII
KIHEI
IDAHO
NAMPA
ILLINOIS
AURORA
BATAVIA
BELLEVILLE
BLOOMINGTON
BLOOMINGTON
BRADLEY
CALUMET CITY
CHAMPAIGN
CHAMPAIGN
CHICAGO
CHICAGO
COUNTRYSIDE
CRYSTAL LAKE
DOWNERS GROVE
DOWNERS GROVE
DOWNERS GROVE
ELGIN
FAIRVIEW HEIGHTS
FOREST PARK
GENEVA
KILDEER
LAKE ZURICH
MATTESON
MOUNT PROSPECT
MUNDELIEN
NAPERVILLE
NORRIDGE
OAK LAWN
OAKBROOK TERRACE
ORLAND PARK
PEORIA
ROCKFORD
ROLLING MEADOWS
(5)
ROUND LAKE BEACH
SKOKIE
STREAMWOOD
VERNON HILLS
WAUKEGAN
WOODRIDGE
INDIANA
GREENWOOD
INDIANAPOLIS
SOUTH BEND
SOUTH BEND
IOWA
CLIVE
COUNCIL BLUFFS
DAVENPORT
DES MOINES
DUBUQUE
SOUTHEAST DES
MOINES
WATERLOO
KANSAS
EAST WICHITA
OVERLAND PARK
WICHITA
KENTUCKY
BELLEVUE
FLORENCE
LEXINGTON
LOUISIANA
BATON ROUGE
HARVEY
LAFAYETTE
LAFAYETTE
LAKE CHARLES
SHREVEPORT
SHREVEPORT
MAINE
BANGOR
S. PORTLAND
2008
2001
2004
2006
2005
1998
2002
1998
1972
2003
1996
1997
2001
1998
1997
1997
1997
1998
1998
1999
1997
1972
1998
1997
1996
2013
2005
1997
1997
1998
1997
1997
1997
2001
1997
1997
2008
2003
2005
1997
1998
2012
2005
1998
1970
1964
2003
1998
1996
2006
1997
1999
1997
1996
1996
1996
2006
1998
1976
2004
1993
1997
2008
1997
2010
2010
2010
2010
2001
2008
Exhibit 99.1
GLA
21,000
34,000
34,624
22,192
26,040
24,123
12,618
12,000
15,726
10,000
13,500
17,375
29,368
27,619
13,000
89,138
274,282
98,860
188,250
73,705
80,535
162,174
111,720
111,985
102,011
86,894
3,500
80,624
100,000
141,578
141,702
183,239
175,699
98,371
104,688
167,477
9,029
150,045
192,547
89,692
102,327
116,914
183,893
176,263
15,535
162,442
89,047
-
27,947
58,455
81,000
192,690
5,883
146,220
168,577
165,255
271,335
81,668
90,000
234,591
91,035
148,954
82,979
111,847
100.0 CERMAK PRODUCE AURORA
98.5 KOHL'S
82.4 KMART
96.2 SCHNUCK MARKETS
100.0 JEWEL-OSCO
100.0 CARSON PIRIE SCOTT
100.0 MARSHALLS
100.0 BEST BUY
100.0 HOBBY LOBBY
100.0 BURLINGTON COAT FACTORY
100.0 KMART
100.0
100.0 HOBBY LOBBY
100.0 HOME DEPOT EXPO (6)
88.6 SHOP & SAVE MARKET
100.0 TJ MAXX
98.7
ELGIN MALL
100.0 KMART
100.0 KMART
100.0 GANDER MOUNTAIN
96.6 BED BATH & BEYOND
100.0
100.0 SPORTS AUTHORITY
100.0 KOHL'S
100.0 BURLINGTON COAT FACTORY
100.0 BURLINGTON COAT FACTORY
100.0 KMART
100.0 KMART
100.0
HOME DEPOT
100.0
83.7 KMART
98.0 BEST BUY
-
89,138
86,584 HOBBY LOBBY
81,490
68,800 TOYS R US
65,028
80,535
30,557 BIG LOTS
45,350 DICK'S SPORTING GOODS
70,695 CARLE CLINIC
75,623 RAINBOW SHOPS
86,894
65,502 MONKEY JOE'S
100,000
42,610 DOLLAR TREE
54,850 BEST BUY
81,550
ELGIN FARMERS PRODUCTS
113,127 OFFICEMAX
96,871
104,688
35,000 MICHAELS
38,655 MARSHALLS
101,097 HOBBY LOBBY
87,547
100,200
116,914
140,580 CHUCK E CHEESE
BIG LOTS
121,903
122,605
45,760 ROSS DRESS FOR LESS
100.0 GOODWILL INDUSTRIES
100.0 MARSHALLS
100.0 VALUE CITY
93.2 DICK'S SPORTING GOODS
100.0
21,000
30,406 OLD NAVY
81,000
54,997 PETSMART
51,214 BUY BUY BABY
46,070 BARNES & NOBLE
28,400 ROSS DRESS FOR LESS
30,247 MICHAELS
41,290
13,770 BEAUTY ONE
15,122
15,808 WALGREENS
54,400 OLD NAVY
31,358
AARON SALES & LEASE
OWNERSHIP
27,932 PETCO
31,578 OLD NAVY
31,156 ROSS DRESS FOR LESS
56,596 TRUE VALUE
15,934
30,000
LOYOLA UNIV. MEDICAL
CENTER
34,000
28,049
27,518 CHUCK E. CHEESE'S
14,040
94.3 HOLLYWOOD BLVD CINEMA
48,118 SHOE CARNIVAL
15,000
100.0 BABY SUPERSTORE
79.4 KROGER
87.4 BED BATH & BEYOND
100.0 MENARD
100.0 KMART
98.8 HOBBY LOBBY
100.0 KMART
83.4 BEST BUY
100.0 SHOPKO
100.0
HOME DEPOT
49,426 TOYS R US
63,468 CVS
28,000 TJ MAXX
81,668
90,000
55,000 TJ MAXX
91,035
35,280 OFFICEMAX
82,979
111,847
47,000 TJ MAXX
12,800 DOLLAR GENERAL
28,000 DSW SHOE WAREHOUSE
25,160 BED BATH & BEYOND
24,428 PETSMART
20,830
10,686
26,069
20,400
22,646
104,074
100.0 HOBBY LOBBY
65,045 TJ MAXX
29,029 SHOE CARNIVAL
10,000
96,011
120,164
133,771
53,695
99,578
223,135
349,857
174,362
244,768
29,405
134,844
93,669
78,771
100.0 DICK'S SPORTING GOODS
97.7 HOME DEPOT
BEST BUY
100.0
48,933 GORDMANS
113,969
45,300
TJ MAXX
47,078
30,000
NORTHERN TOOL &
EQUIPMENT
100.0 KROGER
97.8 DICK'S SPORTING GOODS
100.0 BEST BUY
45,695
60,250 CHRISTMAS TREE SHOPS
45,750 BED BATH & BEYOND
32,138
43,072 TOYS R US
93.7 BURLINGTON COAT FACTORY
96.8 BEST BUY
100.0 STEIN MART
92.1
100.0 MARSHALLS
98.3 OFFICEMAX
89.3 MICHAELS
80,450 STEIN MART
45,733 MICHAELS
37,736 HOME FURNITURE COMPANY
40,000 K&G MEN'S COMPANY
24,626 BARNES & NOBLE
36,000 TJ MAXX
30,000 ROSS DRESS FOR LESS
23,500 BARNES & NOBLE
23,885 DOLLAR TREE
29,975 BED BATH & BEYOND
23,100 OLD NAVY
12,000
18,040
41,900
32,723
23,000
32,556
20,000
15,000
86,422
98,940
100.0 BURLINGTON COAT FACTORY
89.9 DSW SHOE WAREHOUSE
86,422
25,000 DOLLAR TREE
15,450 GUITAR CENTER
12,236
109
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
GLA
MAJOR LEASES
Exhibit 99.1
MARYLAND
BALTIMORE
BALTIMORE
BALTIMORE
BALTIMORE
BALTIMORE
BALTIMORE
BALTIMORE
BEL AIR
CLARKSVILLE
CLINTON
CLINTON
COLUMBIA
COLUMBIA
COLUMBIA
COLUMBIA
COLUMBIA
COLUMBIA (5)
COLUMBIA
COLUMBIA
COLUMBIA
DISTRICT HEIGHTS
EASTON
ELLICOTT CITY
ELLICOTT CITY
ELLICOTT CITY
FREDRICK COUNTY
GAITHERSBURG
GAITHERSBURG
HUNT VALLEY
LAUREL
LAUREL
LINTHICUM
NORTH EAST
OWINGS MILLS
PASADENA
PERRY HALL
PERRY HALL
PIKESVILLE
TIMONIUM
TIMONIUM
TOWSON
TOWSON
WALDORF
WALDORF
MASSACHUSETTS
GREAT BARRINGTON
HYANNIS
MARLBOROUGH
PITTSFIELD
QUINCY
SHREWSBURY
STURBRIDGE
MICHIGAN
CANTON TWP.
CLARKSTON
CLAWSON
CLINTON TWP.
FARMINGTON
KALAMAZOO
LIVONIA
MUSKEGON
OKEMOS
TAYLOR
WALKER
MINNESOTA
ARBOR LAKES
EDEN PRAIRIE
MAPLE GROVE
MINNETONKA
ROSEVILLE
MISSISSIPPI
HATTIESBURG
JACKSON
MISSOURI
CRYSTAL CITY
ELLISVILLE
INDEPENDENCE
JOPLIN
JOPLIN
KANSAS CITY
KIRKWOOD
LEMAY
SEB
SEB
UBS
SEB
KIF
OIP
OIP
OIP
SEB
UBS
UBS
SEB
UBS
OIP
SEB
KIF
UBS
KIF
PRU
BIG
SEB
OJV
KIF
SEB
KIF
KIF
OJV
KIF
OIP
UBS
OJV
KIR
KIR
OJV
KIR
MANCHESTER
KIR
SPRINGFIELD
SPRINGFIELD
SPRINGFIELD
ST. CHARLES
2007
2007
2005
2007
2004
2004
2013
2004
2007
2003
2003
2012
2006
2006
2007
2006
2002
2002
2011
2005
2010
2004
2006
2004
2007
2003
1999
2010
2008
1964
1972
2003
2007
2005
2003
2003
2004
2011
2007
2003
2004
2012
2003
2003
1994
2004
2004
2004
2005
2000
2006
2005
1996
1993
2005
1993
2002
1968
1985
2005
1993
1993
2006
2005
2001
1998
2005
2004
2002
1997
1970
1998
1998
1998
1997
1990
1974
1998
1994
2002
1998
1998
152,834
114,045
58,879
77,287
76,197
90,903
90,830
129,927
105,907
26,412
2,544
50,000
73,230
100,803
98,399
91,165
31,082
15,376
99,350
6,780
90,929
113,330
86,456
139,898
433,467
86,968
88,277
71,329
94,653
75,924
81,550
1,926
80,190
14,564
38,727
173,475
65,059
105,530
59,799
187,561
88,405
679,843
26,128
4,500
131,102
231,546
104,125
72,014
80,510
109,250
230,740
36,601
151,358
130,424
19,042
96,915
273,917
33,121
79,215
19,451
141,549
387,210
474,657
18,411
466,647
120,231
28,148
100.0 KMART
97.7 SAFEWAY
88.8 CORT FURNITURE RENTAL
100.0 WEIS MARKETS
98.8 GIANT FOOD
100.0 GIANT FOOD
89.7 GIANT FOOD
90.3 SAFEWAY
100.0 GIANT FOOD
-
100.0
100.0 MICHAELS
100.0 OLD NAVY
99.2 GIANT FOOD
100.0 HARRIS TEETER
100.0 SAFEWAY
97.1
100.0 DAVID'S NATURAL MARKET
100.0 NORDSTROM RACK
100.0
92.0 GIANT FOOD
97.3 GIANT FOOD
100.0 GIANT FOOD
94.3 SAFEWAY
100.0 TARGET
96.2 GIANT FOOD
93.2 GREAT BEGINNINGS
100.0 RUGGED WEARHOUSE
91.5 GIANT FOOD
100.0 VILLAGE THRIFT STORE
100.0
100.0
100.0 FOOD LION
100.0 RITE AID
76.7
86.1 BRUNSWICK BOWLING
100.0 GIANT FOOD
89.9 GIANT FOOD
81.7 AMERICAN RADIOLOGY
91.3 GIANT FOOD
100.0 SAFEWAY
100.0 WALMART
100.0 FAIR LANES WALDORF
100.0
100.0 KMART
93.2 SHAW'S SUPERMARKET
79.8 BEST BUY
92.3 STOP & SHOP
100.0 HANNAFORD
93.6 BOB'S STORES
91.4 STOP & SHOP
100.0 ABC WAREHOUSE
73.5 NEIMAN'S FAMILY MARKET
88.5 STAPLES
100.0 GOLFSMITH
37.7 FITNESS 19
100.0 HOBBY LOBBY
89.1 CVS
65.2 PLUMB'S FOOD
100.0 DOLLAR TREE
100.0 KOHL'S
99.0 RUBLOFF DEVELOPMENT
99.3 LOWE'S HOME CENTER
65.2 DOLLAR TREE
98.6 BYERLY'S
100.0 TOYS R US
100.0 GOLFSMITH
295,848
93.4
ASHLEY FURNITURE
HOMESTORE
50,000
100.0 MICHAELS
100,724
118,080
184,870
155,416
80,524
150,381
251,775
79,747
89,305
282,619
84,916
209,650
8,000
100.0 KMART
89.0 SHOP N SAVE
100.0 KMART
100.0
ASHLEY FURNITURE
HOMESTORE
100.0 JOPLIN SCHOOLS
97.9 HOME DEPOT
100.0 HOBBY LOBBY
98.7 SHOP N SAVE
100.0 KOHL'S
100.0 BEST BUY
100.0 BED BATH & BEYOND
97.6 KMART
100.0
110
95,932 SALVO AUTO PARTS
54,200 RITE AID
14,856
58,187
55,108
56,892
43,136
55,032 CVS
62,943
26,706 HOME GOODS
16,000
57,994
56,905
55,164
11,627
40,750 TJ MAXX
12,000
11,868 DOLLAR TREE
10,000
10,125 DOLLAR TREE
10,000
23,294
30,600 BOOKS-A-MILLION
28,000
64,333
64,885 DOLLAR TREE
55,000
50,093 PETCO
146,773 KOHL'S
56,166
60,102 MATTRESS & FURNITURE MART
12,000 HANCOCK FABRICS
55,330
21,000 DOLLAR TREE
10,000
12,400
106,889 SAFEWAY
10,026
11,950 OLD COUNTRY BUFFET
55,164
10,000
13,253 SEAFOOD PALACE BUFFET
12,709
38,372
14,564
40,544 RITE AID
56,848
63,529
13,573
61,941 STAPLES
59,180 AAA MID-ATLANTIC
154,828 TARGET
26,128
21,250 ACE HARDWARE
18,704
15,000
11,500 CVS
132,608 WEIS MARKETS
52,486 PRICE CHOPPER
54,712 TOYS R US
45,000 DSW SHOE WAREHOUSE
61,935
55,087 RITE AID
40,982 BED BATH & BEYOND
57,769 MARSHALLS
44,667
46,932 HOME GOODS
22,362
14,247
32,767 STAPLES
30,000 CINEMAGIC THEATERS
23,000 PETCO
45,092 OFFICE DEPOT
24,000 ALDI
19,042
10,250
56,455 VALUE CITY
13,810
34,332
12,200
93,310 BABIES R US
156,366 KOHL'S
137,933 DICK'S SPORTING GOODS
12,000
55,043 BEST BUY
61,369 GOLFSMITH GOLF CENTER
18,480
13,601
19,605 CVS
16,498 RITE AID
46,549 MARSHALLS
37,459 PARTY AMERICA
104,508 STAR THEATRE
51,182 MARSHALLS
45,953 JO-ANN FABRICS
25,775
45,000
ROSS DRESS FOR LESS
30,187
BED BATH & BEYOND
23,065
25,969 MARSHALLS
24,031
100,724
80,000
131,677 THE TILE SHOP
36,412
ROSS DRESS FOR LESS
26,682 OFFICE DEPOT
29,108
OFFICEMAX
80,524
113,969 THE LEATHER COLLECTION
26,692
64,876 BURLINGTON COAT FACTORY 58,400 SPORTS AUTHORITY
56,198 DOLLAR GENERAL
89,305
58,155 JCPENNEY
30,050 MARSHALLS
122,306 OFFICE DEPOT
46,144 TJ MAXX
29,400 ROSS DRESS FOR LESS
28,000 PACE-BATTLEFIELD, LLC
10,500
24,075
23,500
35,764
31,275
25,466
26,000
10,125
55,452
24,904
18,689
29,000
10,624
14,564
34,151
10,780
74,211
33,335
45,940
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
GLA
MAJOR LEASES
Exhibit 99.1
ST. CHARLES
ST. LOUIS
ST. LOUIS
ST. LOUIS
ST. LOUIS
ST. LOUIS
ST. LOUIS
ST. PETERS
NEBRASKA
OMAHA
NEVADA
HENDERSON
HENDERSON
LAS VEGAS
LAS VEGAS
LAS VEGAS
LAS VEGAS
LAS VEGAS
RENO
RENO
RENO
RENO
RENO
RENO
SPARKS
SPARKS
NEW HAMPSHIRE
MILFORD
NASHUA
SALEM
NEW JERSEY
BAYONNE
BRICKTOWN
BRIDGEWATER
BRIDGEWATER
BRIDGEWATER
CHERRY HILL
CHERRY HILL
CHERRY HILL
CHERRY HILL
CINNAMINSON
DELRAN
DELRAN
DEPTFORD
EAST WINDSOR
EDGEWATER
HILLSBOROUGH
HOLMDEL
HOLMDEL
HOWELL
LITTLE FERRY
MOORESTOWN
NORTH BRUNSWICK
PISCATAWAY
RIDGEWOOD
SEA GIRT
UNION
WAYNE
WESTMONT
NEW MEXICO
ALBUQUERQUE
ALBUQUERQUE
ALBUQUERQUE
NEW YORK
AMHERST
BAYSHORE
BELLMORE
BRIDGEHAMPTON
BRONX
BROOKLYN
BROOKLYN
BROOKLYN
BROOKLYN
BROOKLYN
HEIGHTS
BUFFALO
CENTEREACH
CENTEREACH
COMMACK
COMMACK
COPIAGUE
ELMONT
ELMONT
PRU
PRU
BIG
BIG
BIG
BIG
PRU
UBS
UBS
UBS
UBS
KIF
KIR
SEB
KIR
KIR
OJV
PRU
OJV
OJV
OJV
OJV
KIR
OJV
OJV
KIR
OJV
1998
1998
1972
1998
1997
1997
1997
1997
2005
1999
2006
2006
2010
2010
2010
2010
2006
2006
2006
2007
2007
2007
2007
2007
2008
2004
1994
2004
2005
1998
2001
2005
1985
1996
2007
2011
1996
2000
2005
2008
2008
2007
2005
2007
2007
2005
2008
2009
1994
1998
1994
2005
2007
2009
1994
1998
1998
1998
2009
2006
2004
2009
1990
2000
2003
2004
2004
2012
2009
1993
2006
1998
2007
1998
2004
2005
130,773
77,650
361,486
111,245
228,279
158,394
31,616
36,619
113,376
146,082
104,319
119,871
119,601
113,743
148,002
176,148
344,976
23,901
5,589
136,570
241,997
21,555
124,750
129,809
209,185
256,099
123,388
77,583
37,308
58,000
249,029
423,315
55,552
299,723
234,557
30,000
146,222
201,351
442,554
97,348
24,280
20,485
98,193
331,528
173,259
37,442
183,738
59,722
101,066
176,831
24,802
283,782
230,046
80,708
10,000
29,671
40,373
7,200
141,466
379,937
105,851
261,685
24,617
163,999
27,078
12,900
27,000
18,442
24,500
20,022
25,000
30,000
10,352
24,900
37,491
25,287
17,000
30,000
35,000
37,344
25,482
52,440
49,132
14,800
84,460
113,781
129,093
176,273
169,982
172,165
128,765
176,804
100.0 KOHL'S
100.0 KOHL'S
97.0 SHOP N SAVE
100.0
BURLINGTON COAT FACTORY
84,460
92,870 CLUB FITNESS
68,307
80,000
BIG LOTS
100.0 HOME DEPOT
100.0 KMART
100.0 KMART
100.0 HOBBY LOBBY
122,540 OFFICE DEPOT
135,504 K&G MEN'S COMPANY
128,765
57,028 SPORTS AUTHORITY
178,686
82.2 MARSHALLS
176,081
82.8
COLLEEN'S CLASSIC
CONSIGNMENT
33,000 BIG LOTS
40,745
BIG LOTS
20,911
35,040
SOCIETY OF ST. VINCENT DE
PAUL
27,000 NAPA AUTO PARTS
27,000
40,418 OFFICE DEPOT
28,760 OFFICEMAX
30,000
SAVERS
74.6 ALBERTSONS
93.9 ALBERTSONS
87.5
WALMART
49,100
58,050
114,513
COLLEEN'S CLASSICS
CONSIGNMENT
40,728
MARSHALLS
36,800 DOLLAR TREE
40,013
OFFICEMAX
21,578 CYCLE GEAR
30,000
BARNES & NOBLE
78.6 OPPORTUNITY VILLAGE
81.7
AMC RAINBOW PROMENADE
10
86.0 SAVERS
80.0
100.0 PIER 1 IMPORTS
81.0
SCOLARI'S WAREHOUSE
MARKET
81.0 BED BATH & BEYOND
90.5 RALEY'S
98.8 RALEY'S
94.1 SAFEWAY
93.3 RALEY'S
39,641 OFFICEMAX
21,050 DOLLAR DISCOUNT CENTER
17,325
10,542
50,451
35,185 WILD OATS MARKETS (6)
65,519
61,570 SHELL OIL
56,061 CVS
63,476
28,788 COST PLUS
18,665
10,000
18,990
94.9 SHAW'S SUPERMARKET
98.7 MICHAELS
100.0 KOHL'S
71,000 RITE AID
24,300 MODELL'S
91,282 SHAW'S SUPERMARKET
17,050
21,319 TRADER JOE'S
51,507 BOB'S STORES
13,800
43,905
102,302 HAR SUPERMARKETS
135,198 SPORTS AUTHORITY
134,202 BURLINGTON COAT FACTORY 80,542 MARSHALLS
38,000
42,173
23,901
136,570
40,415 MARSHALLS
21,555
62,532 RETROFITNESS
96,629 PLANET FITNESS
86,770 SPORTS AUTHORITY
71,676 ROSS DRESS FOR LESS
85,440
HIBACHI GRILL & SUPREME
BUFFET
20,443 OFFICE DEPOT (6)
15,000
25,300
126,200 GENUARDI'S (6)
113,156 PATHMARK
56,021 MARSHALLS
37,500 BEST BUY
30,000
54,100
24,280
16,285
60,000 BEST BUY
147,350 LACKLAND STORAGE
48,142 SUPER FITNESS
21,336
27,883 ROSS DRESS FOR LESS
24,184
101,066
45,499 TOYS R US
24,802
89,935 KING KULLEN
58,860 FOOD BAZAAR
58,200 WALGREENS
10,000
10,300
15,638 CAREMORE
84,000 PETSMART
151,067 BIG LOTS
63,459 ACE HARDWARE
63,296 KING KULLEN
14,137
112,000 LA FITNESS (6)
14,028
12,900
39,562 BABIES R US
37,355
10,366
22,320
40,000 BABIES R US
30,076 JO-ANN FABRICS
19,412
ACME MARKETS (6)
20,006
52,869 TJ MAXX
63,966 TJ MAXX
48,833 LA FITNESS
30,109 MICHAELS
30,225
67,766 SPORTS AUTHORITY
15,000 JO-ANN FABRICS
26,250 HANCOCK FABRICS
12,000
43,123 HARBOR FREIGHT TOOLS
61,892 TJ MAXX
51,680 UNITED STATES OF AMERICA
11,050
20,965
33,800
10,330
13,424 PC RICHARD & SON
11,311
20,165 CITI TRENDS
33,600 MODELL'S
25,000
60,216 SPORTS AUTHORITY
11,186
20,315
42,970
35,492
100.0 DOLLAR TREE
100.0
100.0 COSTCO
100.0 BED BATH & BEYOND
100.0 CREME DE LA CREME
80.3 STOP & SHOP (6)
100.0 KOHL'S
93.8 KOHL'S
80.1 SHOPRITE
100.0
SPEED RACEWAY
100.0 PETSMART
76.3 DOLLAR TREE
43.6 GENERAL CINEMA
100.0 TARGET
98.4 TARGET
-
87.1 A&P
100.0 BEST MARKET
100.0 BEST BUY
98.7 VALUE FAIR S.C. LLC
88.1 LOWE'S HOME CENTER
100.0 WALMART
93.3 SHOPRITE
100.0 WHOLE FOODS MARKET
100.0 STAPLES
100.0 WHOLE FOODS MARKET
88.5 COSTCO
93.6 SUPER FRESH
100.0 PETSMART
78.0 MOVIES WEST
60.1 PAGE ONE BOOKS
100.0 TOPS SUPERMARKET
96.3 BEST BUY
100.0 RITE AID
99.4 KMART
80.6 NATIONAL AMUSEMENTS
100.0 HOME DEPOT
100.0 RITE AID
100.0 DUANE READE
100.0 DUANE READE
100.0
97.9 TOPS SUPERMARKET
97.5 WALMART
95.1 PATHMARK
100.0 BABIES R US
100.0 DEAL$
100.0 HOME DEPOT
100.0 DUANE READE
100.0 CVS
111
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
MAJOR LEASES
Exhibit 99.1
UBS
KIR
KIR
KIR
UBS
KIR
OJV
KIR
KIR
KIR
BIG
KIR
KIR
KIR
SEB
SEB
OIP
KIR
KIR
KIR
KIR
OJV
KIR
FARMINGDALE
FLUSHING
FRANKLIN SQUARE
FREEPORT
FREEPORT
GLEN COVE
HAMPTON BAYS
HARRIMAN
HICKSVILLE
HUNTINGTON
STATION
JERICHO
JERICHO
JERICHO
JERICHO
KEW GARDENS
HILLS
LATHAM
LEVITTOWN
LITTLE NECK
LONG ISLAND CITY
MANHASSET
MASPETH
MERRICK
MIDDLETOWN
MINEOLA
MUNSEY PARK
NESCONSET
NORTH
MASSAPEQUA
PLAINVIEW
POUGHKEEPSIE
SELDEN (5)
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND
SYOSSET
VALLEY STREAM
WHITE PLAINS
WOODSIDE
YONKERS
YONKERS
NORTH CAROLINA
ASHEVILLE
CARY
CARY
CARY
CHARLOTTE
CHARLOTTE
CHARLOTTE
CHARLOTTE
CORNELIUS
DAVIDSON
DURHAM
DURHAM
GREENSBORO
KNIGHTDALE
KNIGHTDALE
MOORESVILLE
MORRISVILLE
PINEVILLE
RALEIGH
RALEIGH
RALEIGH
RALEIGH
WINSTON-SALEM
OHIO
BEAVERCREEK
CINCINNATI
CINCINNATI
COLUMBUS
COLUMBUS
COLUMBUS
DAYTON
HUBER HEIGHTS
KENT
NORTH OLMSTED
SHARONVILLE
SPRINGDALE
OKLAHOMA
OKLAHOMA CITY
OKLAHOMA CITY
2006
2007
2004
2000
2000
2000
1989
2007
2004
2011
2007
2007
2007
2007
2012
1999
2006
2003
2012
1999
2004
2000
2000
2007
2000
2009
2004
1969
1972
2011
2000
1989
1997
2005
2006
2005
1967
2012
2004
2012
1995
2005
2012
2001
2000
1998
1968
1986
2012
2012
2011
2012
2002
1996
2011
2011
2011
2007
2008
2003
1993
2006
2003
2011
1969
1986
2000
2005
2002
1988
1998
1984
1999
1988
1988
1977
2000
1997
1998
437,105
22,416
17,789
13,905
173,031
49,059
70,990
227,939
35,581
52,950
63,998
57,013
2,085
105,851
10,790
617,810
47,199
48,275
6,065
180,678
22,500
108,296
80,000
26,747
72,748
55,968
29,610
88,222
167,668
227,457
198,430
268,466
100,977
100,641
356,267
47,270
32,124
27,924
22,220
7,500
43,560
10,329
153,820
315,797
86,015
102,787
110,300
233,812
73,230
136,685
77,600
79,084
408,292
116,186
215,193
184,244
136,955
165,798
169,901
270,494
362,945
9,800
97,103
136,203
132,190
142,547
409,960
10,900
269,201
129,008
98.4 HOME DEPOT
100.0 FRUIT VALLEY PRODUCE
100.0 PETCO
100.0 WALGREENS
100.0 STOP & SHOP
90.9 STAPLES
100.0 MACY'S
85.8 KOHL'S
100.0 DUANE READE
100.0
BEST MARKET
96.2 WHOLE FOODS MARKET
94.7 W.R. GRACE
100.0
100.0 MILLERIDGE INN
100.0
98.8 SAM'S CLUB
100.0 SPORTS AUTHORITY
100.0
100.0
100.0 MARSHALLS
100.0 DUANE READE
100.0 WALDBAUMS
100.0 BEST BUY
100.0 NORTH SHORE FARMS
100.0 BED BATH & BEYOND
100.0 PETSMART
83.8
DUANE READE
100.0 FAIRWAY STORES
96.6 STOP & SHOP
89.5 HOME DEPOT
100.0 STOP & SHOP
99.8 TARGET
100.0 LA FITNESS
100.0 KOHL'S
95.9 KMART
100.0 STAPLES
91.1 NEW YORK SPORTS CLUB
100.0 KEY FOOD
100.0 DUANE READE
100.0
100.0 SHOPRITE
100.0 ADVANCE AUTO PARTS
100.0 TJ MAXX
96.8 BJ'S WHOLESALE CLUB
100.0 BED BATH & BEYOND
87.6 LOWES FOOD
100.0 BURLINGTON COAT FACTORY
74.6 ROSS DRESS FOR LESS
100.0 HARRIS TEETER
86.2 HOME DEPOT
92.3 HARRIS TEETER
97.1 HARRIS TEETER
99.0 WALMART
92.1
TJ MAXX
98.0 KOHL'S
100.0 ROSS DRESS FOR LESS
98.9 DICK'S SPORTING GOODS
96.1 BEST BUY
97.3 CARMIKE CINEMAS
97.5 KMART
90.4 GOLFSMITH GOLF & TENNIS
100.0
80.4 FOOD LION
99.0 OFFICE DEPOT
93.2 HARRIS TEETER
98.4 KROGER
99.6 WALMART
100.0 EDDIE MERLOT'S
96.8 LOWE'S HOME CENTER
100.0
KOHL'S
116,790 DAVE & BUSTER'S
60,000 SUNRISE CREDIT SERVICES
15,200
11,857
13,905
46,753 TOYS R US
24,880 ANNIE SEZ
50,000 PETCO
86,584 STAPLES
18,300 DOLLAR TREE
RITE AID
30,700
36,504
33,600
105,851
37,328 MARSHALLS
13,360
11,890
24,106 MICHAELS
10,481
11,010
134,900 WALMART
30,164 DSW SHOE WAREHOUSE
116,097 HOME DEPOT
115,436
17,035
40,114 KING KULLEN
22,500
44,478 HOME GOODS
45,000 CHRISTMAS TREE SHOPS
10,000
41,393 WHOLE FOODS MARKET
28,916 BOB'S DISCOUNT FURNITURE
17,943
37,570 NORDSTROM RACK
24,836 ANNIE SEZ
35,000
20,000
27,052
55,162
69,449 BIG LOTS
102,220 KING KULLEN
55,380 TJ MAXX
147,295 PATHMARK
33,180
100,641
103,823 PATHMARK
47,270
16,664
27,924
14,450
43,560
10,329
45,189 ROSS DRESS FOR LESS
108,532 KOHL'S
43,015 DICK'S SPORTING GOODS
48,214 BRIDAL BOUTIQUE
48,000 TJ MAXX
32,003 K&G MEN'S COMPANY
50,627
85,600 CORT FURNITURE RENTAL
57,260
48,000
149,929 BEST BUY
31,303
JO-ANN FABRICS
87,110 HARRIS TEETER
30,144 BED BATH & BEYOND
45,000 BEST BUY
30,000 BED BATH & BEYOND
60,124 FOOD LION
105,015 STEIN MART
59,719 BED BATH & BEYOND
38,273 ACE HARDWARE
22,391 02 FITNESS
60,279 DOLLAR TREE
122,697
180,879 HOBBY LOBBY
10,900
131,644 KROGER
99,408
GRANT/RIVERSIDE METHODIST
HOSP
PATEL BROTHERS INDIAN
GROCERS
32,640 DOLLAR TREE
52,250
34,798 MICHAELS
48,377 OLD NAVY
59,809 TOYS R US
28,223 HHGREGG
86,584 PETSMART
43,000
12,000
31,954 CVS
31,577 SPORTS & FITNESS
27,700
45,000 BUY BUY BABY
16,051
HIBACHI GRILL & SUPREME
BUFFET
47,452 RITE AID
22,941 MICHAELS
30,000 TJ MAXX
28,000 STAPLES
36,427 STEIN MART
36,000 TJ MAXX
35,335 ROSS DRESS FOR LESS
16,593
20,006 ACE HARDWARE
14,849
78,314
24,400
11,060
50,545 CARDINAL FITNESS
80,731 MARSHALLS
30,975
UNITED ART AND
EDUCATION
31,968 GUITAR CENTER
58,835 DICK'S SPORTING GOODS
33,160
GLA
34,821
27,540
24,008
34,257
15,038
11,100
17,573
15,000
42,025
26,488
26,040
10,722
24,928
31,999
11,200
11,606
21,545
26,297
20,388
36,000
30,000
30,187
12,000
14,862
29,500
19,467
15,750
45,753
112,862
70.3
PIER 1 IMPORTS
12,015
206,031
318,327
106,500
99,862
121,105
84.6 VICTORIA'S SECRET
99.2 ELDER BEERMAN
97.2 TOPS SUPERMARKET (6)
100.0 TOPS SUPERMARKET
GABRIEL BROTHERS
99.1
94,350 KROGER
101,840 KOHL'S
103,500
99,862
55,103
KROGER
252,110
81.0 WALMART (6)
125,469 HHGREGG
103,027
233,797
100.0
ACADEMY SPORTS &
OUTDOORS
100.0 HOME DEPOT
97,527
102,962 GORDMANS
50,000 BEST BUY
112
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
GLA
MAJOR LEASES
Exhibit 99.1
OREGON
ALBANY
CANBY
CLACKAMAS
GRESHAM
GRESHAM
GRESHAM
HILLSBORO
HILLSBORO
MEDFORD
MILWAUKIE
PORTLAND
SPRINGFIELD
PENNSYLVANIA
ARDMORE
BLUE BELL
BROOKHAVEN
CARLISLE
CHAMBERSBURG
SPRINGFIELD
CHAMBERSBURG
CHIPPEWA
DEVON
EAGLEVILLE
EAST NORRITON
EAST
STROUDSBURG
EASTWICK
EXTON
EXTON
EXTON
FEASTERVILLE
GETTYSBURG
GREENSBURG
HAMBURG
HARRISBURG
HAVERTOWN
HORSHAM
MONROEVILLE
MONTGOMERY
MORRISVILLE
NEW KENSINGTON
PHILADELPHIA (5)
PHILADELPHIA (5)
PHILADELPHIA
PHILADELPHIA
PHILADELPHIA
PHILADELPHIA
PHILADELPHIA
PITTSBURGH
PITTSBURGH
QUAKERTOWN
RICHBORO
SCOTT TOWNSHIP
SHREWSBURY
SPRINGFIELD
UPPER DARBY
WEST MIFFLIN
WHITEHALL
WHITEHALL
YORK
PUERTO RICO
BAYAMON
CAGUAS
CAROLINA
MANATI
MAYAGUEZ
PONCE
TRUJILLO ALTO
RHODE ISLAND
CRANSTON
PROVIDENCE
SOUTH CAROLINA
CHARLESTON
CHARLESTON
FLORENCE
GREENVILLE
GREENVILLE
GREENVILLE
GREENVILLE
TENNESSEE
CHATTANOOGA
MADISON
MEMPHIS
MEMPHIS
NASHVILLE
NASHVILLE
OJV
PRU
PRU
BIG
PRU
PRU
PRU
UBS
OJV
UBS
UBS
KIR
OJV
OJV
OJV
OJV
OIP
CPP
OIP
OJV
OJV
KIR
2006
2009
2007
2006
2009
2009
2010
2008
2009
2007
2006
2009
2007
1996
2005
2005
2008
2009
2006
2000
2012
2008
1984
1973
1997
1999
1996
2005
1996
1986
2002
2000
1972
1996
2005
2005
2002
1996
1986
1983
1998
1995
1996
2005
2005
2006
2010
2007
2011
1986
1999
2004
1983
1996
1986
2005
1996
1986
2006
2006
2006
2006
2006
2006
2006
1998
2003
1978
1995
1997
1997
2009
2010
2012
1973
1978
2001
1998
1998
1998
22,700
115,701
236,672
264,765
208,276
107,583
260,954
210,941
335,043
185,760
115,673
96,027
320,383
120,211
6,300
90,289
131,623
96,027
273,104
215,206
68,935
82,636
131,794
168,218
36,511
60,685
85,184
3,600
87,160
14,584
50,000
15,400
175,917
80,938
71,737
143,200
257,565
2,437
108,950
51,010
20,841
332,583
82,345
19,137
9,343
292,878
148,661
166,687
266,085
107,432
69,288
94,706
165,296
28,102
84,279
151,418
84,524
35,500
186,434
599,123
570,610
69,640
354,830
191,680
199,513
100.0 GROCERY OUTLET
93.1 SAFEWAY
98.6 SPORTS AUTHORITY
84.8 MADRONA WATUMULL (6)
90.1 MARSHALLS
100.0 WALMART
97.1 SAFEWAY
94.9 SAFEWAY
82.0 SEARS
98.4 ALBERTSONS
86.3 SAFEWAY
93.0 SAFEWAY
89.0 MACY'S
100.0 KOHL'S
100.0
95.0 GIANT FOOD
90.4 GIANT FOOD
93.0 SAFEWAY
100.0 KOHL'S
100.0 KMART
100.0 WHOLE FOODS MARKET
24.9 DOLLAR TREE
98.6 SHOPRITE
KMART
80.8
100.0 MERCY HOSPITAL
100.0 ACME MARKETS
100.0 KOHL'S
100.0
100.0 IMPACT THRIFT STORE
100.0 RITE AID
100.0 TJ MAXX
100.0 LEHIGH VALLEY HEALTH
81.8 GANDER MOUNTAIN
100.0 KOHL'S
100.0 GIANT FOOD
96.3 PETSMART
98.8 GIANT FOOD
-
97.8 GIANT EAGLE
TOYS R US
100.0
-
97.2 TARGET
100.0 KOHL'S
100.0 CVS
100.0
98.3 SEARS
86.2 WHOLE FOODS MARKET
98.1 HHGREGG
96.3 BJ'S WHOLESALE CLUB
100.0 SUPER FRESH
100.0 WALMART
100.0 GIANT FOOD
94.1 GIANT FOOD
100.0 PRISM CAREER INSTITUTE
100.0 BIG LOTS
86.0 GIANT FOOD
100.0 KOHL'S
100.0 GIANT FOOD
98.4 AMIGO SUPERMARKET
99.2 SAM'S CLUB
95.7 KMART
52.2
100.0 HOME DEPOT
96.6 2000 CINEMA CORP.
100.0 KMART
189,554
186,740
113,922
148,532
297,928
118,736
51,672
50,588
175,593
40,000
167,243
111,460
172,078
96.4 HARRIS TEETER
83.3 TJ MAXX
95.8
HAMRICKS
59.7 BABIES R US
97.2 INGLES MARKETS
100.0
ACADEMY SPORTS &
OUTDOORS
79.0 THE FRESH MARKET
65.8 SAVE-A-LOT
99.5 OLD TIME POTTERY
100.0 BED BATH & BEYOND
66.8 TOYS R US (6)
90.3 TREES N TRENDS
79.6 HHGREGG
113
22,700
46,293 RITE AID (6)
45,121 NORDSTROM RACK
55,120 ROSS DRESS FOR LESS
27,500 OFFICE DEPOT
60,000 CASCADE ATHLETIC CLUB
46,114 STAPLES
53,000 RITE AID
77,347 TINSELTOWN
42,630 RITE AID
48,000 DOLLAR TREE
47,019
99,725 BANANA REPUBLIC
93,444 HOME GOODS
71,441
67,521 WINE & SPIRITS SHOPPE
47,019
88,782 GIANT FOOD
107,806 HOME DEPOT
33,504 WINE & SPIRITS SHOPPE
10,263
66,506 RETRO FITNESS
102,763
33,000
60,685
85,184
66,485 STAPLES
14,584
26,775 MICHAELS
15,400
83,777 AMERICAN SIGNATURE
80,938
48,820
29,650 BED BATH & BEYOND
67,179 BED BATH & BEYOND
27,465 CANBY ACE HARDWARE
27,766 OLD NAVY
26,832 PETSMART
26,706 BIG LOTS
21,633
24,500 RITE AID
27,465 DSW SHOE WAREHOUSE
57,273 THE MEDFORD CLUB
31,472 JO-ANN FABRICS
11,660
14,785
20,400
21,600
25,000
23,714
19,949
34,749
13,775
10,180
26,767
11,309
68,000 MICHAELS
21,479
107,400
10,394
18,025 JO-ANN FABRICS
12,250
20,675
23,225
48,884 OLD COUNTRY BUFFET
11,200
25,312 MICHAELS
32,037 HHGREGG
23,629
28,892
101,750
33,000
HIBACHI GRILL & SUPREME
BUFFET
12,700
137,000 PATHMARK
66,703 PEP BOYS
20,800
82,345
12,900
237,151
33,233 RITE AID
31,296 TJ MAXX
85,188 BEST BUY
55,537
69,288
54,785
66,825 STAPLES
23,294
84,279
48,800 JO-ANN FABRICS
84,524
30,500
35,588 OFFICEMAX
138,622 COSTCO
118,242 HOME DEPOT
15,000
30,000 STAPLES
30,720 PETSMART
23,884
20,245
26,535 EMPIRE BEAUTY SCHOOL
11,472
31,000 PARTY CITY
10,000
18,100 CHUCK E CHEESE
134,881 JCPENNEY
109,800 ECONO RIAL
109,800 SAM'S CLUB
60,000 SUPERMERCADOS MAXIMO
80,100 PUEBLO SUPERMARKET
100,408 CARIBBEAN CINEMA
35,651 PETSMART
26,869 ANNA'S LINENS
28,000
TONI & GUY HAIRDRESSING
ACAD
37,000 PETCO
29,096 BARNES & NOBLE
20,000
HIBACHI GRILL & SUPREME
BUFFET
52,334 STEIN MART
31,220 OFFICE DEPOT
40,704
PLANET FITNESS
35,621
65,000 THE RUSH FITNESS COMPLEX
89,510
TRADER JOE'S
35,000 TJ MAXX
12,836
13,600
98,348
56,372
45,126
13,279
11,895
12,020
15,314
25,389
17,568
30,300
20,550
25,168
99,400 WALMART
40,000
46,000 KIDS R US (6)
26,000 OAK FACTORY OUTLET
40,075 BED BATH & BEYOND
39,687
15,312 FAMILY DOLLAR
23,500 OLD COUNTRY BUFFET
25,715 DOLLAR GENERAL
14,976
10,161
15,361
125,747
96.4
BOB'S STORES
41,114
MARSHALLS
71,735
92.3 STOP & SHOP (6)
55,985
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
GLA
MAJOR LEASES
Exhibit 99.1
TEXAS
ALLEN
AMARILLO
AMARILLO
ARLINGTON
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
BAYTOWN
BEAUMONT
BROWNSVILLE
BURLESON
COLLEYVILLE
COPPELL
CORPUS CHRISTI
CORPUS CHRISTI
DALLAS
DALLAS
EAST PLANO
EL PASO
FORT WORTH
FRISCO
GEORGETOWN
GRAND PRAIRIE
HARRIS COUNTY
HOUSTON
HOUSTON
HOUSTON
HOUSTON
HOUSTON
LAKE JACKSON
LEWISVILLE
LEWISVILLE
LEWISVILLE
LUBBOCK
MESQUITE
MESQUITE
N. BRAUNFELS
NORTH CONROE
PASADENA
PASADENA
PLANO
RICHARDSON
SOUTHLAKE
SUGARLAND
TEMPLE
WEBSTER
UTAH
OGDEN
VERMONT
MANCHESTER
VIRGINIA
ALEXANDRIA
BURKE
COLONIAL HEIGHTS
DUMFRIES
FAIRFAX
FAIRFAX
FAIRFAX
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
OJV
KIR
KIR
OJV
OJV
OJV
OJV
OJV
KIR
OJV
PRU
OJV
OJV
KIR
PRU
OJV
OJV
OJV
UBS
OIP
UBS
OIP
KIR
KIR
KIR
UBS
KIF
OIP
KIR
PRU
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
2006
1997
2003
1997
2011
2011
2011
2011
2011
1998
1998
2003
2007
1996
2005
2005
2011
2006
2006
1997
2011
1998
2007
1996
2010
2012
2006
2011
2006
2005
2004
2005
2006
2006
1996
2012
1998
1998
1998
1998
1974
2006
2003
2006
1999
2001
2011
1998
2008
2012
2005
2006
1967
2004
2005
2004
1999
2005
1998
2007
2007
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
21,162
343,875
142,647
96,127
54,651
88,829
40,000
131,039
207,614
191,760
157,852
108,028
213,768
105,133
9,600
225,959
280,430
20,188
20,425
99,154
60,175
83,867
171,143
100,598
637,272
291,222
230,710
114,598
214,164
144,055
113,831
42,015
237,634
350,836
96,500
34,969
74,837
123,560
93,668
108,326
79,550
209,766
86,479
289,322
169,190
240,881
149,343
115,579
37,447
96,623
262,799
365,086
100.0 CREME DE LA CREME
89.5 HOME DEPOT
96.2 ROSS DRESS FOR LESS
100.0 HOBBY LOBBY
100.0 CONN'S
100.0 BARNES & NOBLE
100.0 DAVE & BUSTER'S
90.3 24 HOUR FITNESS
95.8
ACADEMY SPORTS &
OUTDOORS
78.1 BABIES R US
90.1 HEB GROCERY
100.0 FRY'S ELECTRONICS
99.3 BED BATH & BEYOND
100.0 HOBBY LOBBY
84.0
97.8 BURLINGTON COAT FACTORY
99.6 KOHL'S
100.0 CREME DE LA CREME
100.0 CREME DE LA CREME
100.0 BEST BUY
92.4 BED BATH & BEYOND
100.0 ROSS DRESS FOR LESS
93.4
CVS
100.0 HOME DEPOT EXPO (6)
98.0 LOWE'S HOME CENTER
94.6 MARSHALLS
90.3 HOBBY LOBBY / MARDELS
87.8 DOLLAR TREE
89.6 24 HOUR FITNESS
100.0 BEST BUY
77.8 DD'S DISCOUNTS
92.9 MICHAELS
98.5 TJ MAXX
97.0 MARSHALLS
100.0 BURLINGTON COAT FACTORY
91.0
58.5 TALBOTS OUTLET
BABIES R US
97.6
67.9 DSW SHOE WAREHOUSE
95.4 PETSMART
96.2 KROGER
86.8
BURLINGTON COAT FACTORY
100.0 KOHL'S
99.4
ASHLEY FURNITURE
HOMESTORE
100.0 PETSMART
100.0 BEST BUY
100.0 HOME DEPOT
54.1 OFFICEMAX
82.9
95.7 KROGER
91.6 HOBBY LOBBY
97.6 HOBBY LOBBY
21,162
109,800 KOHL'S
30,187 BED BATH & BEYOND
96,127
26,650
24,685 PETCO
40,000
29,678 GATTILAND
61,452
PACIFIC RESOURCES
ASSOCIATES
55,000 BED BATH & BEYOND
64,310 BROKERS NATIONAL LIFE
108,028
42,098 BUY BUY BABY
63,328 ROSS DRESS FOR LESS
80,274 TJ MAXX
86,584 ROSS DRESS FOR LESS
20,188
20,425
47,616 ROSS DRESS FOR LESS
26,300 MICHAELS
28,160 OFFICEMAX
16,799
VITAMIN COTTAGE NATURAL
FOOD
94,680 PETSMART
30,000 JO-ANN FABRICS
12,350
23,345 DOLLAR TREE
GOLD'S GYM
46,690
44,846 WORLD MARKET
20,337
28,730 ROSS DRESS FOR LESS
30,108
28,460 MICHAELS
30,187 TJ MAXX
34,000 SHOE CARNIVAL
24,800
23,500 BIG LOTS
11,110
ULTA 3
97,798
179,421 KOHL'S
38,032 ROSS DRESS FOR LESS
81,392 HEMISPHERES
13,250 CVS
30,000 ROSS DRESS FOR LESS
45,614 HOME GOODS
27,865 PALAIS ROYAL
21,970
32,000 ROSS DRESS FOR LESS
30,382 BED BATH & BEYOND
96,500
12,000 $6 FASHION OUTLETS
BED BATH & BEYOND
42,420
20,000 CHARMING CHARLIE
25,448 OFFICEMAX
51,000
75,953
ASHLEY FURNITURE
HOMESTORE
86,479
48,000
TJ MAXX
26,027 OFFICEMAX
36,896 ROSS DRESS FOR LESS
149,343
30,676 FOX & HOUND
64,842
56,125 ROSS DRESS FOR LESS
100,086 BEL FURNITURE
86,800 ROSS DRESS FOR LESS
30,079 OFFICE DEPOT
50,000 SPROUTS FARMERS MARKET
10,080
29,931 MARSHALLS
31,620 BARNES & NOBLE
24,500
30,187 BED BATH & BEYOND
26,535 OFFICEMAX
10,150
34,030
BROYHILL HOME
COLLECTIONS
12,600
23,500 CITY OF LUBBOCK
52,984
HANCOCK FABRICS
32,000
ROSS DRESS FOR LESS
23,500 MICHAELS
30,187 MARSHALLS
20,000
25,416
30,000
14,326
30,000
19,089
26,250
21,447
28,000
17,538
18,007
10,800
33,419
20,000
26,043
28,000
25,001
30,049
23,500
19,865
18,000
15,000
30,183
22,491
30,000
30,187 MARSHALLS
58,842 BED BATH & BEYOND
28,000
53,829
142,628
100.0 COSTCO
54,322
76.7 PRICE CHOPPERS
142,628
15,686
28,800
53,495 CVS
39,903 BOOKS-A-MILLION
139,658 HOME DEPOT
40,000 TJ MAXX
12,380
21,006
126,290 SPORTS AUTHORITY
44,209
27,888
10,578
33,179
10,125
10,125
10,125
32,000
10,002
28,800
124,148
60,909
1,702
343,099
101,332
52,946
10,578
5,020
3,000
33,179
7,000
10,125
10,125
7,200
7,993
10,125
4,842
32,000
2,454
3,650
4,261
3,000
10,002
8,000
5,126
100.0 THE ROOF CENTER
100.0 SAFEWAY
100.0 ASHLEY HOME STORES
100.0
100.0 COSTCO
100.0 WALGREENS
87.1
100.0 CHUCK E CHEESE
100.0
100.0
100.0 HHGREGG
100.0
100.0 CVS
100.0 CVS
100.0
100.0
100.0 SHONEY'S
100.0
100.0 BASSETT FURNITURE
100.0
100.0
100.0
100.0
100.0 CRACKER BARREL
100.0
100.0
114
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
GLA
MAJOR LEASES
Exhibit 99.1
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
HARRISONBURG
LEESBURG
MANASSAS
PENTAGON CITY
RICHMOND
RICHMOND
RICHMOND
ROANOKE
ROANOKE
STAFFORD
STAFFORD
STAFFORD
STAFFORD
STAFFORD
STERLING
STERLING
WOODBRIDGE
WOODBRIDGE
WASHINGTON
AUBURN
BELLEVUE
BELLINGHAM
BELLINGHAM
FEDERAL WAY
KENT
KENT
LAKE STEVENS
MILL CREEK
OLYMPIA
OLYMPIA
OLYMPIA
SEATTLE
SILVERDALE
SILVERDALE
SPOKANE
TACOMA
TUKWILA
WEST VIRGINIA
CHARLES TOWN
CANADA
ALBERTA
BRENTWOOD
CALGARY
CALGARY
CALGARY
CALGARY
EDMONTON
EDMONTON
EDMONTON
GRANDE PRAIRIE
HINTON
BRITISH COLUMBIA
100 MILE HOUSE
ABBOTSFORD
ABBOTSFORD
CHILLIWACK
GIBSONS
KAMLOOPS
LANGLEY
LANGLEY
LANGLEY
MISSION
NORTH
VANCOUVER
PORT ALBERNI
PRINCE GEORGE
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
SEB
PRU
UBS
CPP
OIP
SEB
OIP
UBS
OIP
OIP
OIP
UBS
OJV
KIR
OJV
KIR
PRU
KIR
PRU
BIG
OIP
BIG
PRU
PRU
PRU
UBS
PRU
KIR
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2007
2007
2005
2010
1999
1995
2005
2007
2004
2005
2005
2005
2005
2005
2008
2006
1973
1998
2007
2004
1998
2007
2000
2006
2010
2012
2010
2010
2006
2012
2006
2012
2006
2005
2006
2003
1985
2002
2002
2002
2005
2005
2002
2007
2012
2002
2005
2005
2002
2001
2011
2005
2005
2003
2002
2005
2001
2005
2005
2001
6,818
4,800
2,909
6,000
11,097
7,200
8,027
6,100
5,540
7,241
3,076
5,892
7,256
4,828
3,822
3,028
4,352
2,170
1,762
190,484
319,886
107,233
331,229
84,683
128,612
3,060
299,536
81,789
101,042
331,280
4,211
4,400
7,310
361,050
799,442
186,079
11,097
100.0
100.0
100.0
100.0
100.0 NTB TIRES
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
96.0 KOHL'S
94.9 SHOPPERS FOOD
94.7 BURLINGTON COAT FACTORY
95.8 COSTCO
100.0 ROOMS TO GO
100.0 BURLINGTON COAT FACTORY
100.0
91.6 MICHAELS
100.0 DICK'S SPORTING GOODS
100.0 GIANT FOOD
100.0 SHOPPERS FOOD
100.0
100.0
100.0
97.1 TOYS R US
100.0 WALMART
79.2
REGENCY FURNITURE
88,248 MARTIN'S
63,168 BIG LOTS
69,960 AUTOZONE
169,452 MARSHALLS
84,683
121,550
40,002 MARSHALLS
47,700 HHGREGG
61,500 STAPLES
67,995 TJ MAXX
45,210 MICHAELS
209,613 LOWE'S HOME CENTER
THE SALVATION ARMY
73,882
496,303
99.6 SHOPPERS FOOD
63,971 DICK'S SPORTING GOODS
73,396
36,958 STEIN MART
10,852
42,142 BEST BUY
35,134 ROSS DRESS FOR LESS
34,089
23,942 PETCO
30,545 ROSS DRESS FOR LESS
35,333 HHGREGG
135,197 SAM'S CLUB
17,070
WEDGEWOOD ANTIQUES &
AUCTION
57,437 LA FITNESS
173,746
94.4 ALBERTSONS (6)
51,696 OFFICE DEPOT
23,070 RITE AID
510,050
188,885
376,023
200,126
86,909
67,468
195,474
96,671
167,117
69,212
6,243
86,060
170,406
67,287
129,785
134,839
458,752
94.3 TARGET
98.6 MACY'S
92.1 KMART
88.1 QFC
85.8 ROSS DRESS FOR LESS
86.7 RITE AID
92.6 SAFEWAY
88.4 SAFEWAY
81.8 ALBERTSONS
100.0 BARNES & NOBLE
100.0
92.4 SAFEWAY
100.0 SAFEWAY
82.2 ROSS DRESS FOR LESS
100.0 BED BATH & BEYOND
100.0 TJ MAXX
93.9 MACY'S
101,495 WALMART
40,000 BEST BUY
103,950 COSTCUTTER SUPERMARKET
55,069 JO-ANN FABRICS
27,200
23,380
61,000 SPORTS AUTHORITY
55,275
54,736 ROSS DRESS FOR LESS
20,779 PETCO
39,556 BARTELL DRUGS
55,003 JO-ANN FABRICS
29,020
36,692 ROSS DRESS FOR LESS
25,160 DESTINY CITY CHURCH
48,670 BEST BUY
76,207 NORDSTROM RACK
30,000 BED BATH & BEYOND
67,070 JO-ANN FABRICS
43,506 BARNES & NOBLE
45,364 BARTELL DRUGS
21,287
16,459 TRADER JOE'S
13,327
29,903 RITE AID
25,000 RITE AID
23,228 OFFICE DEPOT
45,884 SPORTS AUTHORITY
208,888
100.0 WALMART
144,298 STAPLES
15,642
269,909
305,808
163,015
122,842
127,777
430,368
236,575
143,948
63,413
137,571
69,145
219,701
188,262
87,730
117,203
128,478
228,245
151,802
34,832
271,462
36,041
34,518
372,724
100.0 SEARS WHOLE HOME
100.0 WINNERS
100.0 TARGET (ZELLERS)
97.4 WINNERS APPAREL
99.0 BEST BUY
100.0 THE BRICK
93.1 T&T SUPERMARKET (LOBLAWS)
89.8 SOBEYS
100.0 MICHAELS
98.3 WAL-MART CANADA
46,043 BED BATH & BEYOND
34,740 SPORT CHEK
122,616
34,227 HOMESENSE
36,726 HOMESENSE
45,803 HOME OUTFITTERS
47,496 LONDON DRUGS
34,606
24,180 WINNERS
60,346 CANADA SAFEWAY
31,420 DOLLAR TREE
115,407 WINNERS
55,724 GOODLIFE FITNESS
59,648
26,422 SUPER VALU
45,500 JYSK
34,175 MICHAELS
34,983 HOMESENSE
37,809 LONDON DRUGS
33,265 BUSINESS DEPOT (STAPLES)
28,600 DOLLAR TREE
26,792 PETSMART
40,539 LONDON DRUGS
36,115 BED, BATH & BEYOND
23,505 JYSK LINEN
29,586
13,164
51,982 PETSMART
25,359 STAPLES
23,420 CHEVRON
18,500
23,754 FUTURE SHOP
24,986 CHAPTERS
60,679 FAMOUS PLAYERS
57,802 LONDON DRUGS
22,834
111,500 SAVE ON FOODS
44,602 LONDON DRUGS
32,428
96.3 SAVE-ON-FOODS
99.4 TARGET
99.4 SAFEWAY
88.5 PRICESMART FOODS
97.0 LONDON DRUGS
99.1 WINNERS/HOMESENSE
100.0 WINNERS
95.5 SEARS
93.5
97.6 SAVE ON FOODS
100.0
100.0 BUY-LOW FOODS
92.6 THE BAY
115
36,900
36,532
29,826
12,000
30,179
33,000
135,193
16,700
47,328
21,875
41,258
28,000
28,000
24,987
17,622
12,593
23,470
23,293
22,880
40,000
25,250
25,914
10,913
16,602
32,787
24,989
15,728
22,583
24,688
16,694
23,559
23,782
31,743
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
GLA
MAJOR LEASES
Exhibit 99.1
PRINCE GEORGE
PRINCE GEORGE
SURREY
SURREY
SURREY
VICTORIA
TRAIL
WESTBANK
NOVA SCOTIA
DARTMOUTH
HALIFAX
ONTARIO
BELLEVILLE
BROCKVILLE
BURLINGTON
CHATHAM
FERGUS
HAWKESBURY
HAWKESBURY
LONDON
MISSISSAUGA
MISSISSAUGA
NEWMARKET
NEWMARKET
OTTAWA
OTTAWA
OTTAWA
OTTAWA
OTTAWA
OTTAWA
SUDBURY
SUDBURY
TORONTO
TORONTO
TORONTO
TORONTO
WHITBY
WHITBY
PRINCE EDWARD ISLAND
CHARLOTTETOWN
QUEBEC
BOISBRIAND
CHATEAUGUAY
GATINEAU
GREENFIELD PARK
LAVAL
LONGUEUIL
BRAZIL
RIO CLARO
VALINHOS
CHILE
QUILICURA
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO (3)
VINA DEL MAR (2)
MEXICO
BAJA CALIFORNIA
MEXICALI
MEXICALI
ROSARITO
TIJUANA
TIJUANA
TIJUANA
CAMPECHE
CIUDAD DEL
CARMEN
CHIAPAS
TAPACHULA
CHIHUAHUA
JUAREZ
JUAREZ
COAHUILA
CIUDAD ACUNA
SABINAS
SALTILLO
SALTILLO PLAZA
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
2005
2008
2002
2001
2005
2002
2005
2005
2008
2008
2008
2010
2002
2008
2008
2008
2008
2008
2004
2003
2002
2003
2002
2008
2002
2002
2004
2012
2002
2004
2002
2002
2002
2002
2002
2002
2002
2006
2002
2008
2002
2008
2002
2008
2008
2008
2008
2007
2008
2008
2007
2007
2008
2007
2008
2008
2006
2006
2007
2005
2007
2007
2007
2007
2003
2006
2007
2007
2005
2002
81,833
69,820
337,957
170,727
113,677
472,900
172,383
111,763
182,317
137,990
71,985
274,626
69,857
71,423
105,955
54,950
17,032
90,048
213,051
118,637
267,504
160,195
287,797
127,270
125,969
88,749
82,883
109,283
250,208
152,175
385,191
325,798
171,159
133,035
391,261
158,852
100.0 SAVE ON FOODS
94.9 BRICK WAREHOUSE
97.8 HOME DEPOT
96.1 SAFEWAY
89.1 SAFEWAY STORE
99.6 TARGET
89.8 ZELLERS
96.9 SAVE-ON-FOODS
39,068 SHOPPERS DRUG MART
29,808
103,879 CINEPLEX ODEON
52,174 LONDON DRUGS
55,159 NEW HOLLYWOOD THEATRE
120,684 SAFEWAY
66,740 NO FRILLS
38,874 SHOPPERS DRUG MART
97.3 SOBEYS
100.0 WALMART
75,694 SHOPPERS DRUG MART
132,192
15,898
52,000 WINNERS
27,894
11,806
55,720 FAMOUS PLAYERS
41,409
16,679 HOME HARDWARE
17,400 DOLLARAMA
30,927
55,568
10,035
12,818
20,000 SHOPPERS DRUG MART
18,040
89.6 METRO
81.4 SEARS
95.9 PRICE CHOPPER
100.0 FOOD BASICS
100.0 TARGET
76.3 PRICE CHOPPER (6)
100.0 PHARMAPRIX
TALIZE
100.0
99.3 CANADIAN TIRE
100.0 WINNERS
100.0 WALMART (CANADA)
100.0 BED BATH & BEYOND
88.3
WAL MART
45,485
88,898 GALAXY
28,848
36,484 DOLLAR TREE
95,978
29,950 BINGO HALL
17,032
34,073
SHOPPERS DRUG MART
60,872 METRO
27,308 STAPLES (BUSINESS DEPOT)
67,604 METRO
27,937 MICHAELS
116,649
METRO
100.0 METRO
100.0 TARGET
100.0 WINNERS
96.3 FOOD BASICS
82.5 YOUR INDEPENDENT GROCER
100.0 SEARS
100.0 FAMOUS PLAYERS
97.2 CANADIAN TIRE
100.0 TARGET
98.1
WINNERS
40,265 BEST BUY
86,121 METRO
29,609 BOUCLAIR
35,134 MARK'S WORK WEARHOUSE
49,018 PHARMA PLUS
43,000 WINNERS
58,099 STAPLES (BUSINESS DEPOT)
114,577 NO FRILLS
134,845 METRO
31,896
MARK'S WORK WEARHOUSE (6)
100.0 CANADIAN TIRE
100.0 SEARS WHOLE HOME
98.1 PRICE CHOPPER
56,297 FUTURE SHOP
60,444 HOME OUTFITTERS
33,441 VALUE VILLAGE
10,500
12,000
18,163
HURON HOUSE
RESTAURANT
53,768 SHOPPERS DRUG MART
20,038 SHOPPERS DRUG MART
49,112 SHOPPERS DRUG MART
21,563 PETSMART
42,108
CANADIAN NTL INSTITUTE
OF HEALTH
37,076 HOMESENSE
27,170
14,644 DOLLARAMA
11,439
10,648
32,447 HOMESENSE
27,391 CHAPTERS
51,965 I.C.U. THEATERS
53,008 STAPLES (BUSINESS DEPOT)
13,984
SEARS APPLIANCE &
MATTRESS
38,310 PETSMART
42,632 WINNERS
24,803 SHOPPERS DRUG MART
391,038
99.0 TARGET
107,806 WEST ROYALTY FITNESS
60,157 LOBLAWS
686,870
210,555
286,507
375,971
116,147
221,251
48,349
148,585
7,707
83,001
65,719
33,144
27,697
27,099
13,595
9,045
6,652
26,868
269,965
385,671
121,254
483,644
597,628
495,783
178,173
94.5 TARGET
92.5 SUPER C
100.0 WALMART
96.7
CINEMA MEGA-PLEX
TASJEREAU 18
100.0 TARGET
85.2 GUZZO CINEMA
100.0 WALMART
86.3 RUSSI GROCERY
114,753 THE BRICK
48,198 LES AILES DE LA MODE
125,719 CANADIAN TIRE
91,000
H&C
116,147
47,732 IGA
48,000
45,208
93.7
99.4 SAITEC S.A.
98.2
CENCOSUD SUPERMERCADOS
SA
38,757 BODY LINE
21,467
100.0 CENCOSUD S.A.
93.3 RENDIC HERMANOS S.A.
24,757
21,474
45,860 TOYS R US
20,296 DOLLARAMA
88,640 SUPER C
70,069
MAXI
31,848 VALUE VILLAGE
14,078
100.0
88.9
84.8
100.0
100.0
94.9 LIDER
81,688 SODIMAC
25,000
97.7 WALMART
98.4 CINEPOLIS
89.7 HOME DEPOT
95.7 WALMART
83.6 WALMART
89.0 COMERCIAL MEXICANA
106,441 CINEPOLIS
46,208 PETER PIPER PIZZA
95,183 CINEPOLIS
96,678 CINEMEX
124,343 CINEPOLIS
78,752 COPPEL
46,801 VIPS
12,912 OFFICE DEPOT
40,135 WALMART
55,142 SAM'S
40,097 HOME DEPOT
16,142 SERVICIO EL TRIÁNGULO
309,722
91.9
CHEDRAUI GROCERY
79,646
CINEMEX
38,951
SPORT BOOK Y YAK
10,029
13,989
16,339
23,306
15,293
14,900
28,604
10,558
23,665
24,532
16,774
25,500
11,589
23,767
35,094
23,782
35,513
41,352
10,679
52,300
44,732
23,747
20,945
17,582
109,403
96,180
95,334
11,836
19,486
347,546
96.2 WALMART
123,674 CINEPOLIS
41,469 CASINO MAGIC O CENTRAL
21,838
236,681
175,107
31,699
10,147
435,546
175,406
90.5 SORIANA
82.1 WALMART
100.0 COPPEL
100.0 WALDO'S
95.9 HEB
97.7 HEB
150,532 ELEKTRA
109,386
14,279
10,147
96,678 HOME DEPOT
81,002 CINEMARK
10,760
116,216 CINEPOLIS
23,919
55,517
116
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
DURANGO
DURANGO
HIDALGO
PACHUCA
PACHUCA
JALISCO
GUADALAJARA
GUADALAJARA (3)
GUADALAJARA
LAGOS DE MORENO
PUERTO VALLARTA
MEXICO
HUEHUETOCA
OJO DE AUGUA
TECAMAC
MEXICO CITY
INTERLOMAS
IXTAPALUCA
TLALNEPANTLA
MORELOS
CUAUTLA
NAYARIT
NUEVO VALLARTA
(2)
NUEVO LEON
ESCOBEDO
MONTERREY
MONTERREY
MONTERREY
OAXACA
TUXTEPEC
TUXTEPEC
QUINTANA ROO
CANCUN
CANCUN (3)
SONORA
HERMOSILLO (3)
LOS MOCHIS
SAN JUAN
SAN JUAN DEL RIO
TAMAULIPAS
ALTAMIRA
MATAMOROS
MATAMOROS
MATAMOROS
MATAMOROS
NUEVO LAREDO
NUEVO LAREDO
NUEVO LAREDO
REYNOSA
REYNOSA
REYNOSA
RIO BRAVO
RIO BRAVO (3)
TAMPICO
VERACRUZ
MINATITLAN
PERU
LIMA (2)
LIMA
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
UJV
CJV
2007
2005
2005
2005
2006
2005
2007
2006
2004
2008
2006
2007
2007
2005
2006
2007
2006
2002
2006
2008
2005
2007
2007
2008
2008
2007
2006
2007
2007
2007
2007
2007
2007
2007
2006
2004
2007
2007
2007
2008
2007
2007
2012
2008
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
11,911
100.0
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
GLA
MAJOR LEASES
Exhibit 99.1
153,801
184,548
129,705
719,847
636,074
15,645
87,689
172,859
230,315
182,925
245,439
13,702
398,911
90.8 HOME DEPOT
90.0 WALMART
94.0 WALMART
64.3 WALMART
87.3 WALMART
100.0
99.1 SORIANA
95.1 WALMART
86.8 CHEDRAUI GROCERY
82.1 WALMART
118,360 OFFICE MAX
71,339 COPPEL
68,993 FAMSA
129,163 CINEPOLIS
130,457 CINEPOLIS
75,159
67,627 FAMSA
123,452 CINEMEX
67,321 FAMSA
96.3 COMERCIAL MEXICANA
29,324 CINEMEX
100.0
96.9 WALMART
121,639 CINEPOLIS
479,390
82.1 WALMART
124,810 CINEMEX
19,357
13,719 FAMSA
15,912
52,479 BEST BUY
57,060 SUBURBIA
25,848 POCKET
33,227
15,111 ELEKTRA
51,408 ZARA
63,060 SUBURBIA
45,590 SAM´S
267,339
80.8
WALMART
124,318
CINEPOLIS
27,108
348,388
273,484
381,077
141,428
96,913
138,971
286,816
254,697
75.6 HEB
98.7 HEB
78.7 HEB
77.3 HEB
96.5 WALMART
67.2 CINEMEX
78.8 SUBURBIA
84.5 CHEDRAUI GROCERY
385,580
77.9
SEARS
96,045 CINEMEX
98,142 CINEMEX
109,967 CINEMEX
69,449
63,164
30,128 SAMS
53,572 CINEPOLIS
127,596 CINEMEX
71,662
CINEPOLIS
140,963
80.8 WALMART
88,654
32,639 SUBURBIA
46,440 COPPEL
44,152 PLAY CITY
69,739
47,909 SANBORNS
31,492
52,078
CASINO CENTRAL O CASINO
MAGICO
20,293
153,008
91.5 WALMART
78,038 CINEPOLIS
18,148 BANCO AHORA FAMSA
13,455
24,479
153,774
17,872
10,900
10,835
10,760
8,565
433,874
374,541
93,602
9,684
9,673
184,642
16,162
100.0 FAMSA
98.1 CINEPOLIS
100.0 WALDOS
100.0 WALDOS
- WALDOS
100.0 WALDOS
100.0
88.8 WALMART
96.8 HEB
100.0 WALMART
100.0
100.0
61.0 HEB
61.6
19,847
100.0 WALDOS
36,979
13,312
77.1 ECONOMAX
100.0
10,276
40,296 SORIANA
11,782
10,900
10,835
10,760
110,225 HOME DEPOT
79,839 HOME DEPOT
70,586
39,554 OFFICE DEPOT
18,141
93,036 CINEPOLIS
95,118 CINEMEX
49,132
73,168
69,265 FAMSA
16,086
10,717
24,100
16,184
61,840
56,029
10,545
11,427
17,599
54,363
98,740
54,238
14,865
26,321
18,652
TOTAL 896 SHOPPING CENTER PROPERTY INTERESTS
(4)
131,314,860
(1)
(2)
(3)
(4)
(5)
(6)
BIG
CPP
KIF
KIR
OIP
OJV
PRU
SEB
UBS
UJV
Percent leased information as of December 31, 2012.
Denotes ground-up development project. This includes properties that are currently under construction and completed projects awaiting stabilization. The square footage shown represents the completed leaseable
area and future development.
Denotes operating property not yet in occupancy.
Does not include 829 properties, primarily through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling approximately 26.6 million square feet of GLA.
Denotes projects which exclude GLA of units being held for redevelopment
Tenant is dark and paying
Denotes property interest in BIG Shopping Centers.
Denotes property interest in Canada Pension Plan.
Denotes property interest in Kimco Income Fund.
Denotes property interest in Kimco Income REIT.
Denotes property interest in Other Institutional Programs.
Denotes property interest in Other US Joint Ventures.
Denotes property interest in Prudential Investment Program.
Denotes property interest in SEB Immobilien.
Denotes property interest in UBS Programs.
Denotes property interest in Unconsolidated Joint Venture.
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118
Shareholder Information
Kimco Realty Corporation and Subsidiaries
Counsel
Latham & Watkins LLP
New York, NY
Auditors
PricewaterhouseCoopers LLP
New York, NY
Registrar and Transfer Agent
Wells Fargo Bank, N.A.
Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0854
1-866-557-8695
Website: www.shareowneronline.com
Offices
Executive Offices
3333 New Hyde Park Road
New Hyde Park, NY 11042
516-869-9000
www.kimcorealty.com
Stock Listings
NYSE—Symbols
KIM, KIMprH, KIMprI
KIMprJ, KIMprK
On May 3, 2012 the Company’s Chief Executive
Officer submitted to the New York Stock
Exchange the annual certification required by
Section 303A.12(a) of the NYSE Company
Manual. In addition, the Company has filed
with the Securities and Exchange Commission
as exhibits to its Form 10-K for the fiscal year
ended December 31, 2012, the certifications,
required pursuant to Section 302 of the
Sarbanes-Oxley Act, of its Chief Executive
Officer and Chief Financial Officer relating to
the quality of its public disclosure.
Investor Relations
A copy of the Company’s Annual Report to
the U.S. Securities and Exchange Commission
on Form 10-K may be obtained at no cost
to stockholders by writing to:
David F. Bujnicki
Vice President, Investor Relations &
Corporate Communications
Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, NY 11042
1-866-831-4297
E-mail: ir@kimcorealty.com
Annual Meeting of Stockholders
Stockholders of Kimco Realty Corporation
are cordially invited to attend the Annual
Meeting of Stockholders scheduled to be
held at 10:00am on April 30th, at 277 Park
Avenue, 2nd Floor, New York, NY.
Regional Offices
Mesa, AZ
480-461-0050
Daly City, CA
650-301-3000
Granite Bay, CA
916-791-0600
Irvine, CA
949-252-3880
Los Angeles, CA
310-284-6000
Vista, CA
760-727-1002
Hollywood, FL
954-923-8444
Sanford, FL
407-302-4400
Rosemont, IL
847-294-6400
Timonium, MD
410-684-2000
Charlotte, NC
704-367-0131
Raleigh, NC
919-791-3650
119
Annual Report to Stockholders
Our Annual Report on Form 10-K filed with
the Securities and Exchange Commission
(SEC) is included in our mailing to
stockholders and together with this 2012
Annual Report forms our annual report to
stockholders within the meaning of SEC rules.
Dividend Reinvestment and
Common Stock Purchase Plan
The Company’s Dividend Reinvestment and
Common Stock Purchase Plan provides
common and preferred stockholders with an
opportunity to conveniently and economically
acquire Kimco common stock. Stockholders
may have their dividends automatically directed
to our transfer agent to purchase common
shares without paying any brokerage com-
missions. Requests for booklets describing
the Plan, enrollment forms and any corre-
spondence or questions regarding the Plan
should be directed to:
Wells Fargo Bank, N.A.
Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0854
1-866-557-8695
Holders of Record
Holders of record of the Company’s
common stock, par value $.01 per share,
totaled 2,794 as of March 1, 2013.
Las Vegas, NV
702-258-4330
New York, NY
212-972-7456
Dayton, OH
937-434-5421
Portland, OR
503-574-3329
Ardmore, PA
610-896-7560
Dallas, TX
214-720-0559
Houston, TX
832-242-6913
San Antonio, TX
210-566-7610
Bellevue, WA
425-373-3500
Canada
Toronto, Ontario
416-593-6358
Mexico
Mexico City, CP
011 52 55 4162 5700
Corporate Directory
Board of Directors
R E A L T Y
Milton Cooper
Executive Chairman
Kimco Realty Corporation
Philip E. Coviello (1)(2)(3)
Partner *
Latham & Watkins LLP
Richard G. Dooley (1)(2)(3v)
Lead Independent Director
Executive Vice President & Chief Investment Officer *
Massachusetts Mutual Life Insurance Company
Joe Grills (1)(2v)(3)
Chief Investment Officer *
IBM Retirement Fund
David B. Henry
Vice Chairman, President
& Chief Executive Officer
Kimco Realty Corporation
F. Patrick Hughes (1v)(2)(3)
President
Hughes & Associates LLC
Frank Lourenso
Executive Vice President
JPMorgan Chase & Co.
Colombe M. Nicholas (2)(3)
Consultant
Financo Global Consulting
Richard Saltzman (2)(3)
President
Colony Capital LLC
* Retired
(1) Audit Committee
(2) Executive Compensation
Committee
(3) Nominating and Corporate
Governance Committee
v Chairman
R E A L T Y
Executive Management
Milton Cooper
Executive Chairman
Corporate Management
David F. Bujnicki
Vice President,
Investor Relations &
Corporate Communications
David B. Henry
Vice Chairman, President
& Chief Executive Officer
Michael V. Pappagallo
Executive Vice President
& Chief Operating Officer
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer &
Treasurer
Adam M. Cohen
Vice President,
Tax
Raymond Edwards
Vice President,
Retailer Services
Fredrick Kurz
Vice President
& General Manager,
Risk Management
Leah Landro
Vice President,
Human Resources
Scott G. Onufrey
Senior Vice President,
Acquisitions & Investment
Management
Bruce Rubenstein
Senior Vice President,
General Counsel &
Secretary
Thomas R. Taddeo
Vice President,
Chief Information Officer
Paul Westbrook
Vice President,
Chief Accounting Officer
U.S. Regional Management
Conor Flynn
President,
Western Region
Robert Nadler
President,
Central Region
Paul D. Puma
President,
Florida/Southeast Region
Wilbur “Tom” Simmons III
President,
Mid-Atlantic/Northeast Region
International Management
Michael Melson
Managing Director,
Latin America
Kelly Smith
Managing Director,
Canada
L ETT ER FROM THE C HAIRMAN
2
2012 O PERAT ING REVIEW
FORM 10-K
14
21
SHA REHOLDER INFORMATION 119
A BOUT THE COMPA Ny
Kimco Realty Corporation (NYSE: KIM) is a real estate investment
trust (REIT) headquartered in New Hyde Park, N.Y., that owns
and operates North America’s largest portfolio of neighborhood
and community shopping centers. As of December 31, 2012,
the company owned interests in 896 shopping centers comprising
131 million square feet of leasable space across 44 U.S. states,
CORPORAT E DIRECTORy
IBC
Puerto Rico, Canada, Mexico and South America.
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R E A L T Y
3333 New Hyde Park Road
New Hyde Park, NY 11042
Tel: 516-869-9000
blog.kimcorealty.com / kimcorealty.com
R E A L T Y
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