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TRANSFORM S IMPLIFY REDEVELOP +
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R E A L T Y
2013 Annual Repor t
R E A L T Y
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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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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 publicly traded portfolio of neighborhood and community shopping
centers. As of December 31, 2013, the company owned interests in 852 shopping
centers comprising 125 million square feet of leasable space across 42 U.S. states,
Puerto Rico, Canada, Mexico and South America.
TR ANSFORM 4 SIMPLIFY 6 REDEVEL OP 8 PLUS 10
LETTER FROM THE CHAIRMAN
2
2013 OPERATING REVIEW
FORM 10-K
12
21
SHAREHOLDER INFORMATION
128
CORPORATE DIRECTORY
IBC
Top right: Suburban Square, Philadelphia, PA
Corporate Directory
Board of Directors
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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 (1)(2)(3)
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
Executive Management
Milton Cooper
Executive Chairman
David B. Henry
Vice Chairman, President
& Chief Executive Officer
Conor C. Flynn
Executive Vice President
& Chief Operating Officer
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer & Treasurer
Corporate Management
James Bruin
Vice President,
Portfolio Management
David F. Bujnicki
Vice President,
Investor Relations &
Corporate Communications
Raymond Edwards
Vice President,
Retail Services
Leah Landro
Vice President,
Human Resources
Scott G. Onufrey
Senior Vice President,
Acquisitions & Investment
Management
Bruce Rubenstein
Senior Vice President,
General Counsel &
Secretary
Thomas Taddeo
Vice President,
Chief Information Officer
Paul Westbrook
Vice President,
Chief Accounting Officer
U.S. Regional Management
Robert Nadler
President,
Central Region
Paul D. Puma
President,
Florida/Southeast Region
Wilbur “Tom” Simmons III
President,
Mid-Atlantic Region
Armand Vasquez
President,
Western Region
Josh Weinkranz
President,
Northeast Region
International Management
Michael Melson
Managing Director,
Latin America
Kelly Smith
Managing Director,
Canada
TRANSFORM SIMPLIFY REDEVELOP +
Kimco’s growth strategy can be summed up in three letters and one symbol: TSR+.
Transform: Trading up to higher-quality properties in top markets
Simplify:
Focusing on owning retail real estate in the U.S. and Canada
Redevelop: Getting the most value out of our strongly situated shopping centers
Plus:
Taking advantage of opportunistic retail investments
These four parallel paths to growth end in the same destination:
Total Shareholder Return — the TSR that matters most to our investors.
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Chairman’s Letter
Dear Fellow Shareholders and Associates:
In the lottery of life, I hit the jackpot. I was born in the
greatest country in the world and raised on the Lower
East Side of Manhattan in the most vibrant city in the
world. As a child, I experienced firsthand the Great
Depression and the devastation it brought to millions
of families. It taught me a sense of frugality to the point
where I deplore waste in all forms, and a work ethic that
still brings me to the office every day.
As a teenager, I watched the country turn the corner and
begin to prosper, and shared with all Americans great
pride as the Greatest Generation thwarted the forces of
fascism in Europe. I attended the City College of New
York (CCNY), where I received an exceptional education,
for free!
Then, during one of America’s greatest periods of growth
in the late 1950’s and early 1960’s, I was fortunate enough
to team up with my mentor and friend Marty Kimmel and
develop our first shopping center in 1958. We created
a company that would go on to develop and acquire
more than 1,000 centers over the next five and a half
decades. And then as markets constricted, I was able to
participate in the democratization of real estate owner-
ship by taking Kimco public as a REIT in 1991.
While good fortune played a large role in the company’s
success, a lot of key decisions were made along the way.
For example, we made the decision to create a national
platform that would provide diversity in location and
tenant mix. We also focused our efforts on neighbor-
hood and community centers that were the least sensitive
to changing economic climates. While these and other
decisions led to many periods of success, there were also
mistakes made along the way. In retrospect, the decision
to diversify away from our core expertise, and to invest in
non-retail real estate, while often profitable, was an error.
But that mistake is now behind us. We have learned from
it and we are moving forward.
Our Quality Trade-Up: U.S. Shopping Center Acquisitions & Dispositions
Since Investor Day 2010 (as of 12/31/13)
Acquired
Sites
Disposed
Sites
Progress
Number of properties
Gross Price (000’s)
Pro-rata Gross Leasable Area (000’s)
Pro-rata Occupancy
Pro-rata Average Base Rent per square foot
Estimated Population*
Household Density per square mile*
Median Household Income*
Average Household Income*
82
143
$1,931,151
$1,174,944
9,504
96.1%
$13.97
91,128
1,246
$77,976
$92,261
11,248
85.8%
$8.86
74,833
1,035
$57,986
$65,743
1,030 bps
57.7%
21.8%
20.4%
34.5%
40.3%
2
*Within a three-mile radius
264149_Kimco 2013 AR NARR_r2.indd 2
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I am excited about our future. We have refocused our
company on what we do best, owning and operating
neighborhood and community shopping centers. We
are committed to execute on our announced strategy to
“Transform, Simplify and Redevelop” our portfolio, and
judiciously invest in retail-related opportunities, our “Plus”
business. We refer to this strategy as “TSR+,” which we
believe will lead to higher Total Shareholder Returns.
Let me briefly touch upon each of the components of
our strategy.
First, Transform. As an equity REIT, we have to be vigi-
lant in enhancing the inherent value of our portfolio by
acquiring quality assets, improving existing centers and
disposing of risky or less desirable properties. To this end,
we are in the midst of an active disposition program and
are being even more discerning in our review of potential
acquisitions.
Second, Simplify. We have already disposed of our
non-retail assets, and we are well underway in our plans
to exit Mexico and South America and monetize our
investments there. We are also committed to reducing
our participation in joint ventures. We will unwind some
and increase our interest (and reduce the number of
partners) in others. This will be a gradual process. If our
existing partners want to remain in a venture, we will
respect that. But it is clear that over time the proportion
of joint-venture-owned properties will become a smaller
and smaller percentage of our overall portfolio.
Third, Redevelop. Value creation through redevelopment
is now a focal point of our business, and we have added
multiple projects to our pipeline in every region. Redevel-
opment yields strong returns on invested capital, produces
higher residual net asset values and creates operational
efficiencies with modern technological advancements.
As to the “Plus” business, we have had nothing but success
as we opportunistically seek out appropriate investments
that fit within our overall retail real estate business.
Kimco is more than just a portfolio of quality shopping
centers. It is a group of talented and dedicated associates
all committed to creating total shareholder value through
our “TSR+” strategy. It is so energizing for me to watch
our people and their passion. Conor Flynn has assumed
the role of Chief Operating Officer. He hit the ground
running and hasn’t slowed down since. He has visited
virtually all of our properties and is working tirelessly to
implement our strategy. Conor is not alone. Ray Edwards,
who is spearheading our “Plus” business, has been nothing
short of sensational. Glenn Cohen, our CFO, is indefati-
gable in protecting and strengthening our balance sheet.
Bruce Rubenstein, our General Counsel, in his reserved
manner, always provides thoughtful and meaningful advice
and is well respected both within and outside the com-
pany. And a special thanks to Dave Henry, our CEO and
leader, who not only drives our strategy, but also rep-
resents us so admirably in the industry through NAREIT
and ICSC.
There are many talented people that drive this company;
our Regional Presidents, leasing representatives, accoun-
tants and property managers all possess the skills to
manage a huge portfolio like ours.
So you can see why I am so enthusiastic about how well
positioned Kimco is today. We have a great mix of
experience and youthful energy. Collectively, we continue
to challenge ourselves each and every day to become
the best we can be.
264149_Kimco 2013 AR NARR_r2.indd 3
Milton Cooper
Executive Chairman
3
3/18/14 2:49 AM
82 U.S. shopping centers acquired in key markets
143 U.S. shopping centers sold for $1.2 billion
Transform
Kimco has been on a mission since 2010 to create the most valuable shopping center
portfolio in the industry.
We’ve taken the largest collection of shopping centers in North America – many picked up though
large portfolio acquisitions over the years – and transformed it into a smaller, more focused and
higher-performing set of assets.
The proof is in the numbers* you see here. Comparing acquired versus sold properties, we’ve
achieved across-the-board improvements in occupancy, average base rent per square foot,
population and household income.
Going forward, we will concentrate on and deepen our presence in our 15 key U.S. territories —
areas with high population and income and the largest opportunities for growth. This model gives
us the national scale and local presence we need to be the real estate partner of choice for retailers
large and small.
We’ve come a long way in our quality journey, but there’s still plenty more value to come.
Population is 22% greater
Average household income is 40% higher
4
*Since 2010 Investor Day
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82 U.S. shopping centers acquired in key markets
143 U.S. shopping centers sold for $1.2 billion
Occupancy rate for acquired properties is 96%
Average household income is 40% higher
Average base rent per square foot is
58% higher
Key territories
264149_Kimco 2013 AR NARR_r2.indd 5
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3/18/14 2:49 AM
Simplify
Retail real estate. It’s how we started, what we know best, and where we are focused.
Our back-to-basics strategy, in place since 2010, continues to guide us as we simplify our business model
and shed assets that no longer make sense for our long-term growth.
First, we’ve put our non-retail assets behind us. After more than three years of selling such assets, these
properties today account for less than one half of one percent of our gross assets, and by the end of the
year, we expect that amount will be near zero.
Second, we have reduced complexity by simplifying our ownership structure, exiting certain joint ventures
or buying out our partners’ interests. In the end, we want to own more of our own retail real estate
outright, while increasing our ownership in those joint ventures that offer the most upside potential.
This approach reduces our secured debt levels and provides more transparency to our investors.
Third, we are aggressively moving to complete our exit from South America and Mexico. Our
investments in Chile, Peru and Brazil are no longer part of our strategy, because a lack of scale and
inefficient tax structures limit our earnings potential. And while Mexico’s retail sector continues to
grow, we’re taking advantage of a very strong real estate market to derive maximum value from our
portfolio there.
Quite simply, retail is our focus, and the U.S. and Canada are where we want to be.
6
Sold 112 properties in Latin America for a gross sales price of $1.1 billion in 2013
264149_Kimco 2013 AR NARR_r2.indd 6
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Achieved Significant Reductions in Joint Venture Portfolio Since 2010
Sold 112 properties in Latin America for a gross sales price of $1.1 billion in 2013
* Projection based on materiality and subject to market conditions in 2014
7
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Redevelop
It takes vision to see value others may miss.
Over the next several years, we plan to invest more than $750 million to redevelop and
re-tenant older shopping centers that already have the most important thing going for them:
a strong location.
We’ll demolish and rebuild, divide anchor spaces and create new storefronts, make room for and
build stand-alone stores known as outparcels, and add attractive new facades, shopper amenities
and landscaping – all to improve the overall look and feel of these centers and add value.
That value comes in several forms. Redeveloped sites result in higher property values, which
benefit communities and increase our overall net asset value. Modernized shopping centers
attract more shoppers and the best tenants, allowing us to replace old, below-market leases with
new, higher-paying ones. And redevelopment projects are one of the best uses of shareholder
capital – approaching double-digit returns far in excess of other investments.
In other words, win-win-win.
Investing more than $750 million in redevelopment projects
The 176-acre site of the planned Apple Campus 2 in Cupertino, California.
8
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COMPLETED REDEVELOPMENT: Richmond Shopping Center, Staten Island, NY
REDEVELOPMENT IN PROGRESS: Cupertino Village, Cupertino, CA
Cupertino Village (below) is located directly across from the planned
Apple Campus 2, expected to be completed in 2016. The shopping
center is undergoing a major redevelopment that will add new buildings,
parking, landscaping and high-tech touches befitting a neighbor of Apple.
The changes, to be completed by mid-2015, will make Cupertino Village
an even more attractive shopping destination for city residents and the
14,000 Apple employees expected to work next door.
264149_Kimco 2013 AR NARR_r2.indd 9
Aerial view of Cupertino Village.
9
3/18/14 6:04 AM
FUTURE REDEVELOPMENT: Hylan Plaza, Staten Island, NY Plus
Our ability to create value, however, doesn’t end with our “Transform, Simplify and Redevelop”
activities. On top of that, there is the “Plus” that takes our performance even higher.
Kimco’s long-standing industry relationships and market expertise give us the opportunity to
help struggling retailers turn real estate assets into much-needed capital. By offering to buy these
assets, we can help keep well-known banners in business, while earning a handsome return for our
investors. That’s the “Plus” in TSR+ that sets us apart.
It takes connections and creativity to make that part of our business work. For the rest, we rely
on the hard work, experience and passion of our people. Focused every day on operational
excellence, they are the ones that deliver the consistent earnings, cash flow, asset value and
dividend growth that lead to success – for our investors and company alike.
Each element of our TSR+ strategy contributes to the TSR that matters most to our investors –
Total Shareholder Return.
T
S
26.3%
23.0%
21.5%
R
13.2%
10.7%
9.6%
5 YEAR
2/27/09 - 2/28/14
SINCE IPO
11/29/91 - 2/28/14
S&P 500
DJIA
KIM
10
*Per company estimates
264149_Kimco 2013 AR NARR_r2.indd 10
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Total Shareholder Return Recurring Funds From Operations
(Per Share)
Dividend
(Per Common Share)
$1.36 - $1.40
$1.33
$1.26
$0.90
$0.84
$0.76
$0.72
$0.64
$1.20
$1.14
2010 2011 2012
2013 2014*
2010 2011 2012
2013 2014*
*Per company estimates
264149_Kimco 2013 AR NARR_r2.indd 11
11
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2013 OP ERATING REVIEW
Throughout the past year, we continued to transform our portfolio for higher
quality, value and growth by trading up to larger properties in the best markets.
Dear Fellow Shareholders and Associates:
In his Chairman’s Letter to begin this Annual Report,
Milton Cooper gave a great overview of our TSR+ strategy
to create value and deliver higher TSR (total shareholder
returns) to our investors. In this Operating Review, we will
provide the details.
Our efforts to transform, simplify and redevelop our portfolio,
and take advantage of our “Plus” investment opportunities,
continued to produce growth and value for Kimco shareholders
in 2013. The clearest measure of our success: our reported
funds from operations (FFO), as adjusted – that is, recurring
FFO excluding transaction gains and losses – grew 5.6 percent,
to $543.7 million, or $1.33 per diluted share – a performance
driven by our strong underlying operating metrics and solid
business strategy.
Supply and Demand
As we turn the page on a new year, we have more reason
than ever to be optimistic. Kimco is the largest publicly traded
owner and operator of neighborhood and community shopping
centers in North America. Our broad national scale and strong
local presence make us the real estate partner of choice for
many national retailers. And that gives us such tremendous
marketplace advantage right now.
now, compared with about 2,000 in the industry’s heyday – and
you can see that the law of supply and demand is definitely in
our favor.
Why are retailers expanding so aggressively? Simple. America
is growing. This country is adding three million people a
year and GDP is advancing 2 to 3 percent annually. Housing
has rebounded, employment levels are up, and people are
shopping again.
So, what does this mean for Kimco? Good things for our
portfolio. Major retailers are vying for space, and that’s driving
up rents, occupancy and income.
Operating Metrics Pointing Up
As we look at our operating dashboard for 2013, all of the dials
are pointing up.
Same-property net operating income (NOI) in our
combined portfolio has grown now for 15 consecutive
quarters. For the year, it was up 3.8 percent, excluding
negative foreign-currency impact. Rising rents were the main
factor, but so were our effor ts to reduce operating costs,
improve occupancy and retention, recover lost rents, and
find new ways to generate revenues. In the U.S. alone, same-
property NOI grew 3.8 percent.
Consider current demand. According to industry forecasts,
more than 81,000 store openings are scheduled over the next
two years, a five-year high for retailers for whom store counts
are everything. Then consider that new shopping center
development is at a 35-year low – about 100 centers a year
Pro-rata occupancy in our combined portfolio reached 94.5
percent, up 70 basis points from 2012, bolstered by increased
demand and a stronger mix of properties in our portfolio. In
the U.S., the level was even higher at 94.9 percent, an increase
of 100 basis points.
12
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Our shopping centers are
94.5%*
occupied
with limited new supply in the market
Suburban Square, Ardmore, PA
Union Crescent Plaza, Union, NJ
U.S. Same-Property
Net Operating Income Growth
3.8%
2.5%
1.6%
1.5%
2010
2011
2012
2013
*In the combined shopping center portfolio
14
Flager Park Plaza, Miami, FL
264149_Kimco 2013 AR NARR_r2.indd 13
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Market at Haynes Bridge, Alpharetta, GA
Properties located in our key
territories* make up over
80% of Net Operating Income
Drilling down further, pro-rata occupancy in our U.S. anchor
space (more than 10,000 square feet) advanced 100 basis
points, to 97.9 percent, while our small-shop occupancy likewise
rose 100 basis points, to 85.2 percent, leaving plenty of upside
potential as we drive to reach at least 90 percent small-shop
occupancy by 2016.
During 2013, Kimco signed 2,473 new leases, renewals and
options for a total of 9.9 million square feet. In the U.S., our
leasing spreads – the difference between old and new rents on
the same space – rose 7.7 percent overall, including 15.6 percent
for new leases and 5.9 percent for renewals and options.
State of the Portfolio
The TSR+ story for 2013 is really just the latest chapter of what
we’ve been doing since we first announced our “back to basics”
strategy in September 2010. Over the last three and a half
years, we have radically reshaped our portfolio to focus squarely
on top U.S. markets, A-level properties, and a return to retail
real estate – and the results have been outstanding.
Today, we have 852 properties, totaling 125 million square feet,
in a diverse portfolio that spans 42 U.S. states, seven Canadian
provinces, Puerto Rico, Mexico and South America. That
compares to 948 properties and 137 million square feet at the
start of our journey in 2010. We haven’t just gotten smaller and
more focused, we have gotten better.
Now, 79 percent of our properties are located in our 15 key
U.S. territories, which include the top 10 Metropolitan Statistical
Areas (MSAs) in the U.S. These are the areas with the strongest
demographics, limited retail per capita, high barriers to entry,
and the greatest population density – the places retailers
value most.
Not only is our slimmed-down, stepped-up portfolio more
valuable (in terms of net asset value and shareholder returns), it
produces additional income. Our pro-rata shopping center NOI
is approximately $1 billion, an increase of 16 percent from 2010.
Strength and stability have always been the hallmarks of our
portfolio. Fifty-eight percent of our properties today have some
form of grocery or food component as their anchor. These
necessity retailers, along with their service-oriented co-tenants,
including dry cleaners, restaurants, nail salons and health clubs,
guarantee a steady flow of foot traffic and repeat business.
They also are highly resistant to e-commerce; in fact, we
estimate 93 percent of our tenants fall into this category.
Our tenants are some of the biggest names in retailing.
We are the largest publicly traded shopping center landlord to
such strong credits as Costco, TJX, Home Depot, Target, Ross,
Kohl’s, Walgreens, and many others. Yet, with close to 7,000
tenants and nearly twice as many leases, not one of our tenants
exceeds 3 percent of our annual base rent. There is strength
and stability in our diversity.
Our tenant base is diverse, but our focus is singularly on retail
real estate. In 2008, we derived 17 percent of our recurring
earnings from non-retail properties. During 2013, that number
was less than 2 percent and by the end of 2014, it should be
virtually zero.
14
*Includes Canada
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Loma Square, San Diego, CA
We’ve gone back to basics, and back to our roots in retail.
Let’s take a look at how we’ve gotten there – and where we
are going – by examining each element of our TSR+ strategy.
(91,100 versus 74,800 within a three-mile radius), and average
household income is 40 percent higher ($92,300 versus
$65,700).
Transformation
Kimco, at its largest, had 951 shopping center properties
encompassing 138 million square feet. The company had grown
rapidly over the years through a series of acquisitions, and
among the larger portfolios we purchased, asset quality varied.
Yet being just big, we realized, isn’t always better.
So, in 2010, we began to refocus our portfolio for greater
growth and value. We decided to sell shopping centers that
were outside our core operating markets, didn’t fit our desired
asset profile, or had limited opportunity for repositioning. In
addition, we decided to exit substantially all of our non-retail
investments.
Since then, our transformation has been nothing short of
dramatic. We have sold 143 U.S. shopping centers for $1.2
billion, while acquiring 82 high-quality shopping centers for
approximately $1.9 billion. In the last year alone, we sold 35
U.S. shopping centers for $350 million and bought 32 shopping
centers for approximately $700 million. In a number of cases,
we bought out the interests of our joint venture partners.
Our quality trade-up has yielded impressive results, with
improvements across the board. Comparing key measures
for bought versus sold properties, since Investor Day 2010,
pro-rata occupancy is 1,030 basis points higher (96.1 percent
versus 85.8 percent), average rent per square foot is 58 percent
higher ($13.97 versus $8.86), population is 22 percent higher
Going forward, we will continue to refine and deepen our
presence in our 15 key U.S. territories. These territories, plus
Canada, today represent over 80 percent of our total NOI.
As we mentioned previously, 79 percent of our U.S. portfolio
is located within these key territories, and we expect that
percentage to rise over the next few years as we look to
exit additional properties outside – and even inside – our
core markets. Currently, we have 88 properties targeted for
disposition in the next two years. We plan to reinvest the
proceeds to acquire more properties that meet our criteria
within our key territories.
Canada also remains a key market for Kimco. Our 67
properties there, encompassing 12.8 million square feet, are 96
percent occupied. Demand remains high, particularly among
U.S. retailers looking to expand north of the border. Target has
already opened more than 120 stores in Canada – including
eight in our portfolio with one more on the way – and will
soon be followed by Nordstrom’s and Saks, among others.
Since 2010, we have added six shopping centers with a total
of one million square feet to our Canadian portfolio, half of
which we converted from preferred equity to pari-passu joint
ventures and increased our ownership stake. We continue to
seek opportunistic investments, but because of the high value
of Canadian retail real estate, our primary focus now is to drive
organic growth from of our existing portfolio.
264149_Kimco 2013 AR NARR_r2.indd 15
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93% of our tenants
operate stores resistant to e-commerce
Suburban Square, Ardmore, PA
Santee Trolley Square, Santee, CA
Redevelopment Gross Costs
by Stage ($ millions)
Active
Planning
Evaluation
$210
$320
$225
16
San Dimas Marketplace, San Dimas, CA
264149_Kimco 2013 AR NARR_r2.indd 16
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We believe we can unlock tremendous value by redeveloping and
re-tenanting the strongly situated properties we already own in our key territories.
Overall, our transformation journey is creating a stronger,
more valuable shopping center por tfolio – one that
continues to provide a broad national platform for Kimco to
serve as a top landlord to national retailers, while providing
a more concentrated local presence to enhance our
operating efficiency.
Simplification
Over the years, as we grew through acquisitions, we entered
into a number of joint ventures that allowed us to partner with
other investors on larger deals. This made great sense, and it
still does, but it added complexity to our ownership structure.
Today, we view our joint ventures as potential sources of
additional investment, as our partners look to monetize their
positions and we look to simplify our business model.
In 2010, our gross real estate investment in joint ventures was
approximately $12.3 billion, or 551 properties, compared to
$10.5 billion, or 412 properties, today. Over the last few years,
we have been reducing our joint venture platforms through
property sales or by acquiring partnership interests selectively
and accretively.
Since Investor Day 2010, we’ve acquired 12 joint venture
properties outright for approximately $540 million, while also
increasing our ownership interest in several of our best and
highest-profile joint ventures. These include our Kimco UBS
(KUBS), Kimco Income Fund I (KIF I) and Kimco Income REIT
(KIR) joint ventures, where we bought out certain partners and
increased our ownership interest in a significant number of high-
quality assets.
We also have been monetizing aggressively our Latin American
portfolio as values in Mexico heat up, and as we move away
from South America, where a lack of scale and inefficient tax
structures do not allow us to earn the return we expect.
In 2013, we sold 112 properties in Latin America for more than
$1 billion, leaving us with a total remaining investment there
of $450 million. We currently have 41 shopping centers left in
Mexico, and three remaining properties in South America. We
expect to sell all of them by the end of the year.
With our retail-only focus, we also have pared our non-retail
assets to about $61 million, less than one half of one percent
of our total gross assets and down from 10 percent of our
gross assets at the peak. In the past year, we sold our largest
remaining non-retail asset, the InTown Suites portfolio of
extended-stay properties, for $735 million.
These moves are transforming Kimco into a pure-play retail real
estate company focused exclusively on the U.S. and Canada,
where the future looks brightest.
Redevelopment
We have long believed we can unlock tremendous value by
redeveloping and re-tenanting the strongly situated properties
we already own in our key territories.
Last year, we spent $62.6 million on redevelopment and value
creation projects, a relative drop in the bucket compared with
our ambitious plans of investing more than $750 million in such
projects over the next several years.
264149_Kimco 2013 AR NARR_r2.indd 17
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Our seasoned team of finance and investment professionals does a
great job providing the financial flexibility we need to take advantage
of our “Plus” opportunities.
We view redevelopment as a win-win-win opportunity.
Not only can we increase the value of our shopping centers
by attracting top-quality tenants and improving net asset value,
but we also believe it is one of the best uses of shareholder
capital today. For the average project, we expect to earn
returns approaching double digits.
Our projects range from large-scale redevelopment, where
we demolish existing buildings and build brand-new square
footage, to splitting up former anchor space for multiple
tenants and creating new storefronts, to developing pads and
outparcels at the front of a shopping center that command
higher rents because of their greater visibility and easier access.
Our newest crown jewel is our recently completed Richmond
Shopping Center redevelopment in Staten Island, N.Y. We
converted an empty box previously occupied by Kmart into a
new, higher-income-producing store ground-leased to Target.
We also added outparcels for Miller’s Ale House and Bank of
America, and made other improvements that attracted Old
Navy and Five Guys Burgers and Fries. This project created an
incremental value of more than $35 million.
Redevelopment and re-tenanting help us unlock the
embedded value in our U.S. shopping center portfolio by
allowing us to turn over leases signed more than 20 years ago
at what are now below-market rents. Nearly 20 percent of
our leases fit this category, and 80 percent of those leases are
currently below market. The upside potential from bringing
those leases up to market, we believe, is enormous. For
example, we have five Kmart leases expiring through 2017
that are 260% below market and another 10 office supply
leases expiring during the same period that are 69% below
market.
The ‘Plus’
Opportunistic retail investments, what we call “the Plus” in
our TSR+ strategy, provide the extra value kicker for our
shareholders.
Kimco has a long history of capitalizing on these investment
opportunities. Our strong financial position and long-
standing relationships with real estate real-estate-rich
retailers and investment partners put us in an ideal position
to make investments in or acquire retail properties held by
retailers in distressed situations.
We leverage our experience and knowledge of the
bankruptcy process and the strategic alternatives available to
retailers when they are looking to shed assets and raise capital.
By helping struggling retailers reorganize and maximize the
value of their retail real estate assets, we can often keep their
banners in business and share in the value creation.
One of the best and most recent examples is Kimco’s
participation in an investment consortium that bought five
grocery banners – Albertsons, Acme, Jewel-Osco, Shaw’s
and Star Market – encompassing 877 stores, from Supervalu
Inc. About half of our $71 million investment was used to
purchase a 13.6 percent stake in the joint venture, while
the rest was used to purchase 3 percent of Supervalu’s
outstanding shares, an investment that already has appreciated
considerably in value. And, more recently, in March 2014,
we announced our commitment to invest up to $90 million, as
part of the same consortium, in the acquisition of over 1,300
Safeway stores.
Our seasoned team of finance and investment professionals
does a great job maintaining our strong balance sheet and
ensuring an efficient, conservative capital structure. Our
net-debt-to-EBITDA as adjusted of 5.5 times and our strong
liquidity position of $1.75 billion give us maximum flexibility to
take advantage of opportunities to grow our business.
18
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Quincy Place, Aurora, CO
Westlake S.C., Daly City, CA
Building A Sustainable Business For Our Many Stakeholders
In recognition of these and other initiatives, Kimco was
honored as NAREIT’s 2013 Retail “Leader in the Light.”
The award is linked, in part, to the results of the Global
Real Estate Sustainability Benchmark (GRESB). Since
2011, Kimco has responded annually to both the GRESB
and Carbon Disclosure Project (CDP) investor surveys,
significantly improving its scores each year.
In 2014, Kimco plans to issue its first Corporate
Responsibility report based on Global Reporting Initiative
(GRI) standards, a major milestone in the growth of the
company’s Corporate Responsibility program.
As these efforts evolve, Kimco will go beyond the
common areas of its shopping centers to partner with
tenants on sustainability programs that lower their
total cost of occupancy, make Kimco’s properties more
attractive and valuable, and enhance the company’s
environmental performance – for the benefit of all.
Since its founding in 1958, Kimco has focused on building
a thriving and sustainable business that delivers value for
investors, tenants, employees and communities alike.
Financial performance has and will always be at the center
of Kimco’s value proposition, but how we conduct business
is also critical to our long-term success. That includes
understanding and working to meet the needs of our many
stakeholders, and taking actions that positively impact the
environment and the communities we serve.
The TSR+ strategy that guides our business growth also
informs our Corporate Responsibility Program. Consider
these examples:
Transform: We are making lighting and landscape improve-
ments that deliver lower operating costs at our top-tier
properties, freeing up resources to otherwise enhance the
appearance and shopper experience at these centers.
Simplify: Our utility management initiative has greatly
simplified the process by which we measure, manage and
report energy and water usage across approximately 7,500
utility accounts – leveraging our scale to drive lower operating
costs and reductions in our environmental footprint.
Redevelop: We are reinvesting to create more value
and deepen tenant relationships at prime shopping center
locations through our energy services initiative. Kimco’s
portfolio of roof-top solar arrays was recently recognized
by the Solar Energy Industries Association® as among the
largest of any U.S. real estate company.
264149_Kimco 2013 AR NARR_r2.indd 19
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Mountain Island Marketplace,Charlotte,NC
Shops at Kildeer, Kildeer, IL
Looking Ahead
Over the next three years, we expect to grow NOI in our
existing portfolio at a compound annual growth rate of about
4 percent. We’ll get there through a combination of organic
growth in contractual rent, increasing portfolio occupancy
to more than 96 percent, generating more income from
redevelopment and re-tenanting, and making additional high-
quality acquisitions.
Our People
We couldn’t successfully execute our TSR+ strategy without
our committed team of skilled associates.
Although our scope is national, retail real estate is still very
much a local business that requires local experience and
relationships. In other words, boots on the ground.
Our regional leaders have, on average, 28 years of industry
experience. They oversee an integrated network of 28
offices – more than any other retail REIT – where local
teams handle everything – leasing, property management,
redevelopment, construction, legal, accounting and finance –
at the local level.
We think this decentralized approach, with appropriate central
governance and support systems, is the right way to run our
business. Our people know the ins and outs of the local
market, they are intimately familiar with each of our properties
and tenants, and they know what it takes to create value – for
retailers, consumers, investors and communities.
We believe the people of Kimco are the best in the business,
and we couldn’t be more proud to call these men and women
our colleagues. Thanks to them, we had an outstanding year in
2013, and with their smarts and market savvy, continued hard
work and dedication, we look forward to even greater things in
the years ahead.
David B. Henry
Vice Chairman, President
& Chief Executive Officer
Conor C. Flynn
Executive Vice President &
Chief Operating Officer
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer & Treasurer
20
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PM S 2945
RGB
CMYK
R E A L T Y
R E A L T Y
R E A L T Y
FORM 10-K
264149_Kimco_10K_CVR_R1.indd 1
3/18/14 2:05 AM
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
For the fiscal year ended December 31, 2013
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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 $9.5 billion based upon the
closing price on the New York Stock Exchange for such equity on June 30, 2013.
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)
409,772,726 shares as of February 13, 2014.
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 May 6, 2014.
Index to Exhibits begins on page 40.
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
Form 10-K
Report
Page
3
5
12
12
13
14
5.
Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities .........................................................................................................................................
14
15
16
35
37
37
37
37
38
38
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 ...........................................................................................................................................................................................
10.
11.
12.
13.
14.
PART III
Directors, Executive Officers and Corporate Governance.......................................................................................................
Executive Compensation .............................................................................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters .........................................................................................................................................................
38
Certain Relationships and Related Transactions, and Director Independence ..............................................................
Principal Accounting Fees and Services ...............................................................................................................................................
38
38
PART IV
15.
Exhibits, Financial Statement Schedules...............................................................................................................................................
39
2
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,” “will,”
“target,” “forecast” 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 (xvi) 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. The Company disclaims any intention
or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are
advised, however, to consult any further disclosures the Company makes or related subjects in the Company’s reports on Form 10-Q
and Form 8-K that the Company files with the Securities and Exchange Commission (“SEC”).
PART I
Item 1. Business
Background
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, 2013, the
Company had interests in 852 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 124.5 million
square feet of gross leasable area (“GLA”), and 575 other property interests, primarily through the Company’s preferred equity
investments and other real estate investments, totaling 13.2 million square feet of GLA, for a grand total of 1,427 properties
aggregating 137.7 million square feet of GLA, located in 42 states, Puerto Rico, Canada, Mexico, Chile 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, 2013, a total of 597 persons were 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 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.
3
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, 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 as well as promoted interests based on achieving certain performance metrics. The Company
continued its geographic expansion with investments in Canada, Mexico, Chile, Brazil and Peru, however during 2013, based upon
a perceived change in market conditions the Company began its efforts to exit its investments in Mexico, and South America. The
Company’s revenues and equity in income (including gains on sales and impairment losses) from its foreign investments in U.S. dollar
equivalents and their respective local currencies are as follows (in millions):
2013
2012
2011
Revenues (consolidated in USD):
Mexico ...........................................................................................................................
Brazil ................................................................................................................................
Peru .................................................................................................................................
Chile ................................................................................................................................
$
$
$
$
49.5
3.2
0.4
9.2
$
$
$
$
Revenues (consolidated):
Mexico (Mexican Pesos “MXN”) ....................................................................
Brazil (Brazilian Real) ..............................................................................................
Peru (Peruvian Nuevo Sol) .................................................................................
Chile (Chilean Pesos “CLP”) .............................................................................
673.8
6.8
1.2
4,464.7
47.3 $
3.8 $
0.4 $
7.4 $
626.5
7.2
1.1
3,648.0
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) ..................................................................................................................
46.1
98.1
4.2
$
$
$
45.4 $
15.0 $
0.4 $
47.5
232.3
2,141.2
44.4
152.8
194.2
46.3
3.8
0.4
0.3
570.2
6.3
1.1
144.7
21.3
11.9
0.9
19.7
123.5
411.2
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 and (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.
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.
4
Operating and Investment Strategy
The Company’s strategy is to be the premier owner and operator of neighborhood and community shopping centers through
investments primarily in the U.S. and Canada. To achieve this strategy the Company is (i) striving to transform the quality of its
portfolio by disposing of lesser quality assets and acquiring larger higher quality properties in key markets identified by the Company,
(ii) simplifying its business by exiting Mexico, South America and reducing the number of joint venture investments and (iii) pursuing
redevelopment opportunities within its portfolio to increase overall value. This strategy entailed a shift away from non-retail assets.
These investments included non-retail preferred equity investments, marketable securities, mortgages on non-retail properties and
several urban mixed-use properties. As of December 31, 2013, the Company had substantially completed the sale of these non-retail
assets. The Company also has an active capital recycling program of selling retail assets deemed non-strategic and properties within
the Company’s Latin American portfolio. In order to execute the Company’s strategy, the Company intends 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. 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. In an effort to further its simplification strategy, the Company is actively pursuing opportunities to reduce its
institutional management business through partner buy-outs, property acquisitions from institutional joint ventures and/or third party
property sales.
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 in desirable demographic areas with successful retailers 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, 2013, 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 1.3% of the Company’s total shopping
center GLA. At December 31, 2013, the Company’s five largest tenants were TJX Companies, The Home Depot, Wal-Mart, Bed
Bath & Beyond and Kohl’s which represented 3.0%, 2.8%, 2.3%, 1.8% 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
5
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.
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;
6
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;
changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes;
acts of terrorism and war, acts of God and physical and weather-related damage to our properties; and
the potential risk of functional obsolescence of properties over time.
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:
the adverse financial condition of some large retailing companies;
the impact of internet sales on the demand for retail space;
weakness in the national, regional and local economies;
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.
7
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.
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.
8
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 continue to sell 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, including changes in applicable laws and regulations in the
United States that affect foreign operations;
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.
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.
Currency fluctuations between local currency and the U.S. dollar during the period in which the Company held its investment
result in a cumulative translation adjustment (“CTA”), which is recorded as a component of Accumulated other comprehensive
income (“AOCI”) on the Company’s Consolidated Balance Sheets. The CTA amounts are subject to future changes resulting from
ongoing fluctuations in the respective foreign currency exchange rates. Changes in exchange rates are impacted by many factors that
cannot be forecasted with reliable accuracy. Any change could have a favorable or unfavorable impact on the Company’s CTA
balance. The Company’s aggregate CTA net loss balance at December 31, 2013 is $91.0 million. Based on the Company’s foreign
investment balances at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA
net loss balance by approximately $92.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the
aggregate CTA net loss balance by approximately $75.4 million.
Under U.S. GAAP, the Company is required to release CTA balances into earnings when the Company has substantially
liquidated its investment in a foreign entity. During 2013, the Company began selling properties within its Latin American portfolio
and the Company may, in the near term, substantially liquidate all of its investments in this portfolio which will require the then
unrealized loss on foreign currency translation to be recognized as a charge against earnings. At December 31, 2013, the aggregate
CTA net loss balance relating to the Company’s Latin American portfolio is $114.7 million. Based on the Company’s foreign
investment balances in Latin Americas at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease
the aggregate CTA net loss balance by approximately $48.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10%
would increase the aggregate CTA net loss balance by approximately $39.4 million.
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.
9
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. We are cooperating with the SEC investigation and a parallel investigation by the U.S. Department of Justice
(“DOJ”). See “Item 3. Legal Proceedings,” below. The DOJ 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.
We are subject to financial covenants that may restrict our operating and acquisition activities.
Our revolving credit facility, term loans 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
10
be advantageous. In addition, failure to meet any of the financial covenants could cause an event of default under our revolving credit
facility, term loans 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, potential future cash dividends and risk profile;
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.
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.
11
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, 2013, the Company had interests in 852 shopping center properties (the “Combined
Shopping Center Portfolio”) aggregating 124.5 million square feet of gross leasable area (“GLA”) and 575 other property interests,
primarily through the Company’s preferred equity investments and other real estate investments, totaling 13.2 million square feet of
GLA, for a grand total of 1,427 properties aggregating 137.7 million square feet of GLA, located in 42 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, 2013, the Company’s Combined
Shopping Center Portfolio was 94.6% 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 137,723 square feet as of December 31, 2013. 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 2013, the Company capitalized $11.4 million in
connection with these property improvements and expensed to operations $29.3 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 TJX Companies, The Home Depot, Wal-Mart, Bed Bath & Beyond, Kohl’s, Royal Ahold, Sears Corporation,
Best Buy, Petsmart and Ross Stores.
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, 2013.
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.
Approximately 23.9% 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, 2013. 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, 2013, the Company’s consolidated operating portfolio, comprised of 60.4 million square feet of GLA, was
94.0% leased. The U.S. properties make up the majority of the Company’s consolidated operating portfolio consisting of 56.2 million
of the total 60.4 million square feet. For the period January 1, 2013 to December 31, 2013, the Company increased the average
12
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 $12.18 to $12.61, an increase of $0.43. This increase primarily consists of (i) a $0.12 increase
relating to acquisitions, (ii) a $0.21 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio
and (iii) a $0.10 increase relating to dispositions. For the period January 1, 2013 to December 31, 2013, the Company’s average base
rent per leased square foot in its Mexican consolidated portfolio of neighborhood and community shopping centers increased from
$9.22 to $9.45, an increase of $0.23. This increase primarily consists of (i) a $0.04 increase relating to development sites moved into
occupancy in 2013, (ii) a $0.16 increase relating to new leases signed net of leases vacated and renewals within the portfolio and (iii)
a $0.09 increase relating to dispositions, partially offset by (iv) the negative impact from changes in foreign currency exchange rates of
$0.06.
The Company has a total of 6,445 leases in the U.S. consolidated operating portfolio. The following table sets forth the aggregate
lease expirations for each of the next ten years, assuming no renewal options are exercised. For purposes of the table, the Total
Annual Base Rent Expiring represents annualized rental revenue, for each lease that expires during the respective year. Amounts in
thousands except for number of lease data:
Year Ending
December 31,
(1)
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Number of Leases
Expiring
Square Feet
Expiring
Total Annual Base
Rent Expiring
% of Gross
Annual Rent
204
604
695
712
754
713
377
199
180
186
187
121
798
3,250
4,589
5,480
7,318
6,183
4,584
2,712
2,442
2,264
2,179
3,051
$
$
$
$
$
$
$
$
$
$
$
$
11,876
46,027
62,833
71,137
91,473
81,740
54,583
34,017
29,638
29,908
30,143
33,627
1.8%
6.9%
9.5%
10.7%
13.8%
12.3%
8.2%
5.1%
4.5%
4.5%
4.5%
5.1%
(1) Leases currently under month to month lease or in process of renewal
During 2013, the Company executed 947 leases totaling over 6.7 million square feet in the Company’s consolidated operating
portfolio comprised of 400 new leases and 547 renewals and options. The leasing costs associated with these leases are estimated to
aggregate $47.6 million or $23.48 per square foot. These costs include $38.2 million of tenant improvements and $9.4 million of
leasing commissions. The average rent per square foot on new leases was $14.91 and on renewals and options was $12.54. The
Company will seek to obtain rents that are higher than amounts within its 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 46 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 cooperating fully with the SEC in this matter. The U.S. Department
of Justice (“DOJ”) is conducting a parallel investigation, and the Company is cooperating with the DOJ investigation. At this point, we
are unable to predict the duration, scope or result of the SEC or DOJ investigation.
13
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, 2013.
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
2012:
First Quarter ....................................................................................... $
Second Quarter ................................................................................ $
Third Quarter .................................................................................... $
Fourth Quarter ................................................................................. $
2013:
First Quarter ....................................................................................... $
Second Quarter ................................................................................ $
Third Quarter .................................................................................... $
Fourth Quarter ................................................................................. $
19.90 $
19.96 $
21.16 $
20.95 $
22.49 $
25.09 $
23.24 $
21.83 $
16.21 $
17.16 $
18.62 $
18.11 $
19.41 $
20.25 $
19.68 $
19.22 $
0.19
0.19
0.19
0.21 (a)
0.21
0.21
0.21
0.225 (b)
(a)Paid on January 15, 2013, to stockholders of record on January 2, 2013.
(b) Paid on January 15, 2014, to stockholders of record on January 2, 2014.
Holders The number of holders of record of the Company's common stock, par value $0.01 per share, was 2,666 as of January
31, 2014.
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 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 $0.84 dividend per common share paid during 2013 represented 46% ordinary income, a
36% return of capital and 18% capital gain to its stockholders. 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.
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 12, 13 and 16 of the Notes to Consolidated Financial Statements included in this Form 10-K.
14
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.
Total Stockholder Return Performance The following performance chart compares, over the five years ended December 31,
2013, 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,
2013, 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.
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.
15
Operating Data:
Revenues from rental properties (1) ....................................... $
Interest expense (3) ......................................................................... $
Early extinguishment of debt charges ..................................... $
Depreciation and amortization (3) ........................................... $
Gain on sale of development properties ............................. $
Gain on sale of operating properties, net of tax (3) ....... $
Benefit for income taxes, net (4) ............................................... $
Provision for income taxes, net (4) .......................................... $
Impairment charges (5) ................................................................... $
Income/(loss) from continuing operations (6) ................... $
Income/(loss) per common share, from continuing
operations:
2013
910,356
213,911
-
247,537
-
1,432
-
34,520
91,404
249,742
Basic ........................................................................................................ $
Diluted .................................................................................................. $
0.47
0.47
Weighted average number of shares of common
stock:
Basic ........................................................................................................
Diluted ..................................................................................................
Cash dividends declared per common share ..................... $
407,631
408,614
0.855
Year ended December 31, (2)
2011
(in thousands, except per share information)
2010
2012
$
$
$
$
$
$
$
$
$
$
$
$
$
836,881
225,710
-
236,923
-
4,299
-
16,922
10,289
203,303
0.27
0.27
405,997
406,689
0.78
$
$
$
$
$
$
$
$
$
$
$
$
$
779,156 $
221,678 $
- $
218,260 $
12,074 $
108 $
- $
25,789 $
13,077 $
131,284 $
744,342
221,930
10,811
204,969
2,080
2,377
-
7,001
32,661
105,099
0.18 $
0.18 $
0.10
0.10
406,530
407,669
0.73 $
405,827
406,201
0.66
$
$
$
$
$
$
$
$
$
$
$
$
$
2009
675,596
204,396
-
198,446
5,751
3,611
18,315
-
126,133
(41,713)
(0.17)
(0.17)
350,077
350,077
0.72
2013
2012
December 31,
2011
(in thousands)
2010
2009
Balance Sheet Data:
$ 8,771,257 $ 8,592,760
$ 8,947,287
Real estate, before accumulated depreciation ................... $ 9,123,344
$ 9,628,762 $ 9,833,875
$ 9,751,234
Total assets ............................................................................................ $ 9,663,630
$ 4,114,385 $ 4,058,987
$ 4,195,317
Total debt ............................................................................................... $ 4,221,401
$ 4,686,386 $ 4,935,842
$ 4,765,160
Total stockholders' equity ............................................................. $ 4,632,417
479,054
$
$
570,035
Cash flow provided by operations ........................................... $
(51,000) $
72,235
Cash flow provided by/(used for) investing activities ..... $
$
(399,061) $
(635,377) $
Cash flow used for financing activities .................................... $
448,613 $
(20,760 ) $
(440,125 ) $
479,935 $
37,904 $
(514,743) $
$ 8,882,341
$ 10,183,079
$ 4,434,383
$ 4,852,973
403,582
(343,236)
(74,465)
(1) Does not include revenues (i) from rental property relating to unconsolidated joint ventures, (ii) relating to the investment in
retail store leases and (iii) 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, 2013,
2012, 2011, 2010 and 2009 and properties classified as held for sale as of December 31, 2013, 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. Amounts include income taxes related to gain on transfer/sale
of operating properties.
(5) Amounts exclude noncontrolling interests and amounts reflected in discontinued operations.
(6) Amounts include gain on transfer/sale of operating properties, net of tax and net income attributable to noncontrolling
interests.
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, 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, 2013, the Company had interests in 852 shopping center properties (the “Combined
Shopping Center Portfolio”), aggregating 124.5 million square feet of gross leasable area (“GLA”) and 575 other property interests,
16
primarily through the Company’s preferred equity investments and other real estate investments, totaling 13.2 million square feet of
GLA, for a grand total of 1,427 properties aggregating 137.7 million square feet of GLA, located in 42 states, Puerto Rico, Canada,
Mexico, Chile 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 strategy is to be the premier owner and operator of neighborhood and community shopping centers through
investments primarily in the U.S. and Canada. To achieve this strategy the Company is (i) striving to transform the quality of its
portfolio by disposing of lesser quality assets and acquiring larger higher quality properties in key markets identified by the Company,
(ii) simplifying its business by exiting Mexico, South America and reducing the number of joint venture investments and (iii) pursuing
redevelopment opportunities within its portfolio to increase overall value. This strategy entailed a shift away from non-retail assets.
These investments included non-retail preferred equity investments, marketable securities, mortgages on non-retail properties and
several urban mixed-use properties. As of December 31, 2013, the Company had substantially completed the sale of these
investments. The Company also has an active capital recycling program of selling retail assets deemed non-strategic and properties
within the Company’s Latin American portfolio. If the Company accepts sales prices for these assets that are less than their net
carrying values, the Company would be required to take impairment charges. Additionally, the Latin America dispositions could
represent the substantial liquidation of these foreign investments, which will require the then unrealized loss on foreign currency
translation to be recognized as a charge against earnings (see Item 7A – Foreign Investments).
The Company intends 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. In an effort to further its simplification strategy, the Company is
actively pursuing opportunities to reduce its institutional management business through partner buy-outs, property acquisitions from
institutional joint ventures and/or third party property sales.
The following highlights the Company’s significant transactions, events and results that occurred during the year ended
December 31, 2013:
Portfolio Information:
Net income available to common shareholders increased by $5.3 million to $178.0 million for the year ended December
31, 2013, as compared to $172.7 million for the corresponding period in 2012.
Funds from operations (“FFO”) as adjusted increased from $1.26 per diluted share for the year ended December 31,
2012 to $1.33 per diluted share for the year ended December 31, 2013 (see additional disclosure on FFO beginning on
page 32).
Same Property net operating income (“NOI”) increased 3.4% for the year ended December 31, 2013, as compared to
the corresponding period in 2012; excluding the negative impact of foreign currency fluctuation, this increase would have
been 4.1% (see additional disclosure on NOI beginning on page 33).
Occupancy rose from 94.0% at December 31, 2012 to 94.6% at December 31, 2013 in the Combined Shopping Center
Portfolio.
Occupancy rose from 93.9% at December 31, 2012 to 94.9% at December 31, 2013 for the U.S. combined shopping
center portfolio.
Recognized U.S. cash-basis leasing spreads of 7.7%; new leases increased 15.6% and renewals/options increased 5.9%.
Executed 2,473 leases, renewals and options totaling approximately 9.9 million square feet in the Combined Shopping
Center Portfolio.
Acquisition Activity (see Footnotes 3 and 7 of the Notes to Consolidated Financial Statements):
Acquired 32 shopping center properties and eight outparcels comprising an aggregate 4.1 million square feet of GLA, for
an aggregate purchase price of $724.5 million including the assumption of $279.1 million of non-recourse mortgage debt
encumbering nine of the properties. The Company acquired five of these properties for an aggregate sales price of $346.4
million from joint ventures in which the Company held noncontrolling ownership interests. The Company evaluated these
transactions pursuant to the Financial Accounting Statements Boards (“FASB”) Consolidation guidance. As such, the
Company recognized an aggregate net gain of $21.7 million, before income tax, from the fair value adjustment associated
with its original ownership due to a change in control.
17
Disposition Activity (see Footnotes 4 and 7 of the Notes to Consolidated Financial Statements):
During 2013, the Company disposed of 36 operating properties and three outparcels, in separate transactions, for an
aggregate sales price of $279.5 million. These transactions resulted in an aggregate gain of $25.4 million and impairment
charges of $61.9 million, before income taxes and noncontrolling interests.
During 2013, the Company sold nine land parcels for an aggregate sales price of $18.2 million in separate transactions.
These transactions resulted in an aggregate gain of $11.6 million, before income taxes.
Also during 2013, the Company sold eight properties in its Latin American portfolio for an aggregate sales price of $115.4
million. These transactions, which are included in Discontinued Operations, resulted in an aggregate gain of $23.3 million,
before income taxes, and aggregate impairment charges of $26.9 million (including the release of the cumulative foreign
currency translation loss of $7.8 million associated with the sale of the Company’s interest in two properties within Brazil,
which represents a full liquidation of the Company’s investment in Brazil), before income taxes and noncontrolling
interests.
During 2013, the Company reduced its non-retail book values by $337.3 million, of which $304.7 million was monetized.
As of December 31, 2013, these investments had a book value of $61.2 million.
Joint Venture Investments Activity (see Footnote 7 of the Notes to Consolidated Financial Statements):
During June 2013, the Intown portfolio was sold for a sales price of $735.0 million which included the assignment of
$609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million due to the Company’s
continued guarantee of a portion of the assumed debt.
Also during 2013, Kimco increased its ownership interest in three institutional joint ventures through the acquisition of
additional equity interests totaling $153.0 million: Kimco Income Fund (KIF) joint venture from 15.2% to 39.5%; the Kimco
Income REIT (KIR) joint venture from 45.0% to 48.6%; and the Kimstone joint venture (formerly the Kimco-UBS joint
venture) from 18.0% to 33.3%.
During the year ended December 31, 2013, the Company and its joint venture partner sold their noncontrolling
ownership interest in a joint venture which held interests in 84 operating properties located throughout Mexico for
$603.5 million (including the assignment of $301.2 million in debt). This transaction resulted in a net gain to the Company
of $78.2 million, before income taxes of $25.1 million.
Additionally, during the year ended December 31, 2013, joint ventures in which the Company held noncontrolling
interests sold 20 operating properties located throughout Mexico and Chile for $341.9 million. These transactions
resulted in an aggregate net gain to the Company of $22.4 million, after income tax.
Capital Activity (for additional details see Liquidity and Capital Resources below):
During 2013, the Company issued $350.0 million of 10-year Senior Unsecured Notes at an interest rate of 3.125%
payable semi-annually in arrears which are scheduled to mature in June 2023. Net proceeds from the issuance were
$344.7 million, after related transaction costs of $0.5 million.
Additionally, during 2013, a wholly-owned subsidiary of the Company issued $200.0 million Canadian denominated
(“CAD”) Series 4 unsecured notes on a private placement basis in Canada. The notes bear interest at 3.855% and are
scheduled to mature on August 4, 2020. These proceeds were used to repay the Company’s CAD $200.0 million 5.180%
unsecured notes, which matured on August 16, 2013.
Also during 2013, the Company repaid (i) its $100.0 million 6.125% senior unsecured notes, which matured in January
2013, (ii) its $75.0 million 4.70% senior unsecured notes, which matured in June 2013 and (iii) its $100.0 million 5.190%
senior unsecured notes which matured on October 1, 2013.
The Company also entered into a new five year 1.0 billion Mexican peso (“MXN”) term loan which matures in March
2018. This term loan bears interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35%. The Company
used these proceeds to repay its 1.0 billion MXN term loan, which matured in March 2013 and bore interest at a fixed
rate of 8.58%.
Impairments (see Footnote 6 of the Notes to Consolidated Financial Statements):
In connection with the Company’s efforts to market certain assets and management’s assessment as to the likelihood and
timing of such potential transactions, the Company recognized impairment charges of $190.2 million (including $98.8
million which is classified within discontinued operations), before income tax benefit and noncontrolling interests. (see
Footnote 4 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 2013. The Company’s share
18
of these charges was $29.5 million (see Footnote 7 of the Notes to Consolidated Financial Statements included in this
annual report on Form 10-K).
Also during 2013, the Company acquired the remaining interest in a portfolio of office properties from a preferred equity
investment in which the Company held a noncontrolling interest and recognized a change in control loss of $9.6 million in
connection with the fair value adjustment associated with the Company’s original ownership.
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.
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, where applicable), assumed debt and redeemable units issued at
the date of acquisition, based on evaluation of information and estimates available at that date. 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.
19
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
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.
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 joint venture 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.
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 basis. 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.
20
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.
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 21 of the Notes to Consolidated Financial
Statements included in this Form 10-K).
Results of Operations
Comparison 2013 to 2012
2013
Revenues from rental properties (1) ....................................
Rental property expenses: (2) .................................................
Rent ........................................................................................................
Real estate taxes ..............................................................................
Operating and maintenance ......................................................
Depreciation and amortization (3) ........................................
$
$
$
$
2012
(amounts in millions)
836.9 $
910.4 $
13.3 $
117.6
115.2
246.1 $
247.5 $
12.7 $
110.7
107.2
230.6 $
236.9 $
Increase
% change
73.5
0.6
6.9
8.0
15.5
10.6
8.8%
4.7%
6.2%
7.5%
6.7%
4.5%
(1) Revenues from rental properties increased primarily from the combined effect of (i) the acquisition of operating properties
during 2013 and 2012, providing incremental revenues for the year ended December 31, 2013 of $46.5 million, as compared to
the corresponding period in 2012, (ii) an overall increase in the consolidated shopping center portfolio occupancy to 94.0% at
December 31, 2013, as compared to 93.4% at December 31, 2012 and the completion of certain development and
redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year
ended December 31, 2013, of $23.7 million as compared to the corresponding period in 2012, and (iii) an increase in revenues
relating to the Company’s Latin America portfolio of $3.3 million for the year ended December 31, 2013, as compared to the
corresponding period in 2012.
(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
21
related expenses. Rental property expenses increased for the year ended December 31, 2013, as compared to the
corresponding period in 2012, primarily due to (i) an increase in real estate taxes of $6.9 million, (ii) an increase in repairs and
maintenance costs of $5.7 million, (iii) an increase in snow removal costs of $2.3 million, (iv) an increase in property services of
$1.7 million and (v) an increase in utilities expense of $1.3 million, primarily due to acquisitions of properties during 2013 and
2012, partially offset by (vi) a decrease in insurance expense of $2.9 million due to a decrease in insurance claims.
(3) Depreciation and amortization increased for the year ended December 31, 2013, as compared to the corresponding period in
2012, primarily due to (i) operating property acquisitions during 2013 and 2012 and (ii) expensing of unamortized tenant costs
related to tenant vacancies prior to their lease expiration, partially offset by (iii) certain operating property dispositions during
2013 and 2012.
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 $4.0 million to $127.9 million for the year ended December 31, 2013, as compared to $123.9 million for the
corresponding period in 2012. This increase is primarily a result of an increase in professional fees related to the Company’s response
to a subpoena from the Enforcement Division of the SEC and a parallel investigation by the DOJ, in connection with the investigation
of Wal-Mart Stores, Inc. with respect to the Foreign Corrupt Practices Act (see Item 3).
During the year ended December 31, 2013, the Company recognized impairment charges of $190.2 million, of which $98.8
million, before income taxes, is included in discontinued operations. These impairment charges consist of (i) $175.6 million related to
adjustments to property carrying values, primarily due to sales or pending sales of properties, (ii) $10.4 million related to a cost
method investment, (iii) $1.0 million related to certain joint venture investments and (iv) $3.2 million related to a preferred equity
investment. During the year ended December 31, 2012, the Company recognized impairment charges related to adjustments to
property carrying values of $59.6 million, of which $49.3 million, before income taxes and noncontrolling interests, is included in
discontinued operations. The Company’s estimated fair values for these assets were primarily based upon (i) estimated sales prices
from third party offers relating to property carrying values and joint venture investments and (ii) a discounted cash flow model
relating to the Company’s cost method investment. The Company does not have access to the unobservable inputs used by the third
parties to determine these estimated fair values. The discounted cash flows model includes all estimated cash inflows and outflows
over a specified holding period. These cash flows were comprised of unobservable inputs which include forecasted revenues and
expenses based upon market conditions and expectations for growth. The capitalization rate of 6.0% and discount rate of 9.5% which
were utilized in this model were based upon observable rates that the Company believes to be within a reasonable range of current
market rates for the respective investments. Based on these inputs the Company determined that its valuation of these investments
was classified within Level 3 of the fair value hierarchy. The property carrying value 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.
Mortgage financing income decreased $3.2 million to $4.3 million for the year ended December 31, 2013, as compared to $7.5
million for the corresponding period in 2012. This decrease is primarily due to a decrease in interest income resulting from the
repayment of certain mortgage receivables during 2013 and 2012.
Interest, dividends and other investment income increased $15.0 million to $17.0 million for the year ended December 31, 2013,
as compared to $2.0 million for the corresponding period in 2012. This increase is primarily due to an increase in realized gains of
$12.1 million resulting from the sale of certain marketable securities during 2013 and an increase in cash distributions received in
excess of basis related to cost method investments of $2.2 million for the year ended December 31, 2013, as compared to the
corresponding period in 2012.
Other expense, net decreased $7.2 million to $0.5 million for the year ended December 31, 2013, as compared to $7.7 million
for the year ended December 31, 2012. This change is primarily due to (i) increases in gains on land sales of $8.2 million for year
ended December 31, 2013, as compared to the corresponding period in 2012 and (ii) an increase in gains on foreign currency of
$1.5 million relating to changes in foreign currency exchange rates, partially offset by (iii) an increase in other corporate expenses of
$1.9 million for the year ended December 31, 2013, as compared to the corresponding period in 2012.
Interest expense decreased $11.8 million to $213.9 million for the year ended December 31, 2013, as compared to $225.7
million for the year ended December 31, 2012. This decrease is primarily related to lower interest rates on borrowings during 2013,
as compared to 2012.
Provision for income taxes, net increased $17.6 million to $34.5 million for the year ended December 31, 2013, as compared to
$16.9 million for the corresponding period in 2012. This increase is primarily due to (i) an increase in foreign taxes of $23.6 million
primarily relating to the sale of the Company’s joint venture interest in a portfolio of 84 operating properties in Mexico, (ii) an
increase in income tax expense of $9.1 million relating to a change in control gain resulting from the purchase of a partner’s
noncontrolling joint venture interest, (iii) a tax provision of $6.0 million resulting from incremental earnings due to increased
profitability from properties within the Company’s taxable REIT subsidiaries and (iv) a tax provision of $2.4 million related to gains on
22
sale of certain marketable securities, partially offset by (v) a partial release of the deferred tax valuation allowance of $8.7 million
related to FNC Realty Corp. (“FNC”) based on the Company’s estimated future earnings of FNC, (vi) an increase in income tax
benefit of $7.9 million related to impairments taken during 2013, as compared to the 2012, and (vii) an increase in tax benefit of $9.4
million relating to a decrease in equity in income recognized in connection with the Albertson’s investment.
Equity in income of joint ventures, net increased $95.8 million to $208.7 million for the year ended December 31, 2013, as
compared to $112.9 million for the corresponding period in 2012. This increase is primarily the result of (i) an increase in gains of
$120.7 million resulting from the sale of properties within various joint venture investments, primarily located in Mexico during 2013,
as compared to 2012, (ii) an increase in equity in income from three joint ventures of $4.0 million due to the Company’s increase in
ownership percentage and (iii) incremental earnings due to increased profitability from properties within the Company’s joint venture
program, partially offset by (iv) an increase in impairment charges of $18.4 million recognized against certain joint venture investment
properties primarily located in Mexico, resulting from pending property sales, taken during 2013, as compared to 2012, (v) 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 during 2012 and (vi) a decrease in equity in income of $2.6 million from the Company’s InTown Suites
investment during 2013, as compared to 2012, resulting from the sale of this investment in 2013.
During June 2013, the Company sold its unconsolidated investment in the InTown portfolio for a sales price of $735.0 million
which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million.
The Company maintains its guarantee on a portion of the debt ($139.7 million as of December 31, 2013) assumed by the buyer. The
guarantee is collateralized by the buyer’s ownership interest in the portfolio. The Company is entitled to a guarantee fee, for the
initial term of the loan, which is scheduled to mature in December 2015. The guarantee fee is calculated based upon the difference
between LIBOR plus 1.15% and 5.0% per annum multiplied by the outstanding amount of the loan. Additionally, the Company has
entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years
past the date of maturity. This commitment can be in the form of extensions with the current lender or a new lender or financing
directly from the Company to the buyer. Due to this continued involvement, the Company deferred its gain until such time that the
guarantee and commitment expire.
During 2013, the Company acquired four properties from joint ventures in which the Company had noncontrolling
interests. The Company recorded an aggregate net gain on change in control of interests of $21.7 million related to the fair value
adjustment associated with its original ownership of these properties. 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.
Equity in income from other real estate investments, net decreased $22.3 million to $31.1 million for the year ended December
31, 2013, as compared to $53.4 million for the corresponding period in 2012. This decrease is primarily due to a decrease of $23.5
million in equity in income from the Albertson’s joint venture primarily due to start-up costs associated with the purchase of
additional Albertson’s stores from SuperValu Inc. during 2013, as compared to 2012.
During 2013, the Company disposed of 36 operating properties and three out-parcels in separate transactions, for an aggregate
sales price of $279.5 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated
Statements of Income, resulted in an aggregate gain of $25.4 million and impairment charges of $61.9 million, before income taxes.
Additionally, during 2013, the Company sold eight properties in its Latin American portfolio for an aggregate sales price of
$115.4 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of
Income, resulted in an aggregate gain of $23.3 million, before income taxes, and aggregate impairment charges of $26.9 million
(including the release of the cumulative foreign currency translation loss of $7.8 million associated with the sale of the Company’s
interest in two properties within Brazil, which represents a full liquidation of the Company’s investment in Brazil), before income taxes
and noncontrolling interests.
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 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 decreased $29.8 million to $236.3 million for the year ended December 31, 2013, as
compared to $266.1 million for the corresponding period in 2012. On a diluted per share basis, net income attributable to the
23
Company was $0.43 for 2013, as compared to net income of $0.42 for 2012. These changes 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 2013 and 2012, (ii) 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 2013 and (iii) an increase in gains on sale of marketable
securities during 2013, partially offset by (iv) an increase in impairment charges recognized during the year ended December 31,
2013, as compared to the corresponding period in 2012 and (v) a decrease in gains on sale of operating properties. 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 2012 to 2011
2012
Revenues from rental properties (1) ..................
Rental property expenses: (2) ................................
Rent .......................................................................................
Real estate taxes ............................................................
Operating and maintenance ....................................
Depreciation and amortization (3) ......................
$
$
$
$
2011
(amounts in millions)
779.2 $
836.9 $
Increase/
(Decrease) % change
57.7
7.4%
12.7 $
110.7
107.2
230.6 $
236.9 $
13.8 $
104.5
102.5
220.8 $
218.3 $
(1.1)
6.2
4.7
9.8
18.6
(8.0)%
5.9%
4.6%
4.4%
8.5%
(1) Revenues from rental properties 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 million
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 $2.1 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 $6.3 million, primarily due to acquisitions of
properties during 2012 and 2011, (ii) an increase in repairs and maintenance costs of $4.1 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 $2.0 million, partially offset by (v) a decrease in snow removal costs of $5.1 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 $5.3 million to $123.9 million for the year ended December 31, 2012, as compared to $118.6 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.
24
During the year ended December 31, 2012, the Company recognized impairment charges of $59.6 million, $49.3 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 $13.8 million to $2.0 million for the year ended December 31, 2012,
as compared to $15.8 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 $3.7 million to $7.7 million for the year ended December 31, 2012, as compared to $4.0 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 $2.4 million in gains on land sales during 2012, as compared to the
corresponding period in 2011.
Interest expense increased $4.0 million to $225.7 million for the year ended December 31, 2012, as compared to $221.7 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 $8.9 million to $16.9 million for the year ended December 31, 2012, as compared
to $25.8 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 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.
25
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.
Liquidity and Capital Resources
The Company’s capital resources include accessing the public debt and equity capital markets, mortgage and construction loan
financing, borrowings under term loans and immediate access to an unsecured revolving credit facility with bank commitments of
$1.75 billion.
The Company’s cash flow activities are summarized as follows (in millions):
Net cash flow provided by operating activities ............................... $
Net cash flow provided by/(used for) investing activities .......... $
Net cash flow used for financing activities .......................................... $
570.0 $
72.2 $
(635.4) $
479.1 $
(51.0) $
(399.1) $
448.6
(20.8)
(440.1)
2013
Year Ended December 31,
2012
2011
Operating Activities
The Company anticipates that cash on hand, 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, 2013, was primarily attributable to (i) cash flow from the diverse portfolio of
rental properties, (ii) the acquisition of operating properties during 2013 and 2012, (iii) new leasing, expansion and re-tenanting of
core portfolio properties and (iv) operational distributions from the Company’s joint venture programs.
Cash flow provided by operating activities for the year ended December 31, 2013, was $570.0 million, as compared to $479.1
million for the comparable period in 2012. The change of $90.9 million is primarily attributable to (i) increased operational
distributions from joint ventures and other real estate investments, (ii) changes in accounts payable and accrued expenses due to
timing of payments and (iii) higher operational income from operating properties including properties acquired during 2013 and 2012,
partially offset by (iv) changes in other operating assets and liabilities due to timing of payments and receipts.
26
Investing Activities
Cash flows provided by investing activities for the year ended December 31, 2013, was $72.2 million, as compared to cash flows
used for investing activities of $51.0 million for the comparable period in 2012. This change of $123.2 million resulted primarily from
(i) an increase in reimbursements of investments and advances to real estate joint ventures of $252.3 million, primarily due to the sale
of certain properties within joint ventures, (ii) a decrease in acquisition of operating real estate of $88.3 million, (iii) an increase in
proceeds from the sale of marketable securities of $26.3 million, partially offset by (iv) an increase in investments and advances to real
estate joint ventures of $76.7 million, (v) a decrease in proceeds from the sale of operating properties of $63.7 million, (vi) an
increase in investment in marketable securities of $33.6 million, (vii) a decrease in investment/collection, net of mortgage loan
receivable of $29.9 million, (viii) an increase in other investments of $20.4 million and (ix) an increase in other real estate investments
of $17.9 million.
Acquisitions of Operating Real Estate
During the years ended December 31, 2013 and 2012, the Company expended $354.3 million and $442.5 million, respectively,
towards the acquisition of operating real estate properties. The Company’s strategy is to continue to transform its operating portfolio
through its capital recycling program by acquiring what the Company believes are high quality US retail properties and disposing of
lesser quality assets. The Company anticipates to acquire approximately $500.0 million to $1.0 billion of operating properties during
2014. The Company intends to fund these acquisitions with proceeds from sales of the Company’s non-strategic properties, cash
flow from operating activities, assumption of mortgage debt, if applicable, and availability under the Company’s revolving line of credit.
Improvements to Operating Real Estate
During the years ended December 31, 2013 and 2012, the Company expended $107.3 million and $109.9 million, respectively,
towards improvements to operating real estate. These amounts are made up of the following (in thousands):
Redevelopment/renovations ...............................................................................................
Tenant improvements/tenant allowances ....................................................................
Other ...............................................................................................................................................
Total .............................................................................................................................................
$
$
39,531 $
57,473
10,273
107,277 $
51,520
48,137
10,271
109,928
The Year Ended December 31,
2013
2012
Additionally, during the years ended December 31, 2013 and 2012, the Company capitalized interest of $1.3 million and $1.5
million, respectively, and capitalized payroll of $1.6 million and $1.0 million, respectively, in connection with the Company’s
improvements of real estate.
The Company has an ongoing program to redevelop and re-tenant its properties to maintain or enhance its competitive position
in the marketplace. The Company is actively pursuing redevelopment opportunities within its operating portfolio which it believes will
increase the overall value by bringing in new tenants and improving the assets value. The Company has identified three categories of
redevelopment, (i) large scale redevelopment, which involves demolishing and building new square footage, (ii) value creation
redevelopment, which includes the subdivision of large anchor spaces into multiple tenant layouts, and (iii) creation of out-parcels and
pads which are located in the front of the shopping center properties. The Company anticipates its capital commitment toward these
redevelopment projects and re-tenanting efforts during 2014 will be approximately $150 million to $200 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, 2013, the Company expended $296.6 million for investments and advances to real estate
joint ventures and received $440.1 million from reimbursements of investments and advances to real estate joint ventures, including
the increase in ownership percentages of the Kimstone, KIR and KIF joint ventures, the refinancing of debt and sales of properties,
inclusive of the sale of the Intown portfolio and the American Industries portfolio. (See Footnote 7 of the Notes to the Consolidated
Financial Statements included in this Form 10-K.)
27
Dispositions and Transfers
During the year ended December 31, 2013, the Company received net proceeds of $385.8 million relating to the sale of various
operating properties. (See Footnote 4 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, 2013, was $635.4 million, as compared to $399.1 million
for the comparable period in 2012. This change of $236.3 million resulted primarily from (i) a decrease in proceeds from issuance of
stock of $766.5 million, (ii) an increase in net repayments/ borrowings under unsecured term loan/notes of $109.3 million, (iii) an
increase in net repayments/borrowings under the Company’s unsecured revolving credit facility of $66.3 million and (iv) an increase in
dividends paid of $17.6 million, partially offset by, (v) the redemption of the Company’s 6.65% Class F Preferred Stock and 7.75%
Class G Preferred Stock of $635.0 million during 2012, (vi) a decrease in repurchases of common stock of $30.9 million, (vii) a
decrease in principal payments of $30.0 million, and (viii) an increase in proceeds from mortgage/construction loan financing of $21.2
million.
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 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 have stabilized from levels a year ago. The unsecured debt markets are functioning well
and credit spreads are at manageable levels. The Company continues to assess 2014 and beyond to ensure the Company is prepared
if credit market conditions weaken.
Debt maturities for 2014 consist of: $419.9 million of consolidated debt; $384.2 million of unconsolidated joint venture debt;
and $62.2 million of preferred equity debt, assuming the utilization of extension options where available. The 2014 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, 2013, had $1.6 billion available). The 2014 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 $9.3 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% (1.22% as of December 31, 2013) 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, 2013, the Credit Facility had a
balance of $194.5 million outstanding and $3.3 million appropriated for letters of credit.
28
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 12/31/13
40%
9%
3.89x
2.91x
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 March 2013, the Company entered into a new five year 1.0 billion Mexican peso (“MXN”) term loan which matures in
March 2018. This term loan bears interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% (5.146% as of
December 31, 2013). The Company has the option to swap this rate to a fixed rate at any time during the term of the loan. The
Company used these proceeds to repay its 1.0 billion MXN term loan, which matured in March 2013 and bore interest at a fixed
rate of 8.58%. As of December 31, 2013, the outstanding balance on this new term loan was MXN 1.0 billion (USD $76.5 million).
The Mexican term loan covenants are similar to the Credit Facility covenants described above.
The Company also has a $400.0 million unsecured term loan with a consortium of banks, which accrues interest at LIBOR plus
105 basis points (1.22% as of December 31, 2013). 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 January
2014, the Company exercised its option to extend the maturity date to April 17, 2015.
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 12 of the Notes
to Consolidated Financial Statements included in this Form 10-K.)
The Company’s supplemental indenture governing its medium term notes (“MTN”) 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
Must Be
<60%
<40%
As of 12/31/13
38%
9%
Service Charge ...............................................................................................................................................................
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness..............................
>1.50x
>1.50x
5.0x
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; the Sixth Supplemental Indenture dated as of May 23, 2013 filed in the Company's Current Report on Form 8-K
dated May 23, 2013 and First Supplemental Indenture dated October 31, 2006, as filed with the U.S. Securities and Exchange
Commission. See the Exhibits Index for specific filing information.
During May 2013, the Company issued $350.0 million of 10-year Senior Unsecured Notes at an interest rate of 3.125% payable
semi-annually in arrears and are scheduled to mature in June 2023. Net proceeds from the issuance were $344.7 million, after related
transaction costs of $0.5 million. The proceeds were used for general corporate purposes including the partial reduction of
borrowings under the Company’s revolving credit facility and the repayment of the $75.0 million senior unsecured notes which
matured in June 2013.
29
During July 2013, a wholly-owned subsidiary of the Company issued $200.0 million Canadian denominated (“CAD”) Series 4
unsecured notes on a private placement basis in Canada. The notes bear interest at 3.855% and are scheduled to mature on August
4, 2020. Proceeds from these notes were used to repay the Company’s CAD $200.0 million 5.180% unsecured notes, which
matured on August 16, 2013.
During 2013, the Company also (i) repaid its $100.0 million 6.125% senior unsecured notes, which matured in January 2013, (ii)
repaid its $100.0 million 5.190% senior unsecured notes which matured on October 1, 2013, (iii) assumed $284.9 million of individual
non-recourse mortgage debt relating to the acquisition of nine operating properties, including an increase of $5.8 million associated
with fair value debt adjustments, (iv) repaid $256.3 million of mortgage debt that encumbered 14 properties and (v) obtained $36.0
million of individual non-recourse debt relating to three operating properties.
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, 2013, the Company had over 390 unencumbered property interests in its portfolio.
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 $400.4 million in 2013, $382.7 million in 2012 and $353.8
million in 2011.
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 Board of Directors declared a quarterly cash dividend per common share of $0.225
payable to shareholders of record on January 2, 2014, which was paid on January 15, 2014. Additionally, the Company’s Board of
Directors declared a quarterly cash dividend of $0.225 per common share payable to shareholders of record on April 3, 2014, which
is scheduled to be paid on April 15, 2014.
The Company is subject to taxes on its activities in Canada, Mexico, Brazil, Chile, and Peru. During 2013, 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. The Company will be subject to withholding taxes
in Chile and Peru on the distribution of any proceeds from sale transactions.
Contractual Obligations and Other Commitments
The Company has debt obligations relating to its revolving credit facility, term loans, MTNs, senior notes and mortgages with
maturities ranging from less than one year to 21 years. As of December 31, 2013, the Company’s total debt had a weighted average
term to maturity of 4.0 years. In addition, the Company has non-cancelable operating leases pertaining to its shopping center
portfolio. As of December 31, 2013, the Company has 46 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 9 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 $10.8
million) and obligations under non-cancelable operating leases as of December 31, 2013 (in millions):
Contractual Obligations:
Long-Term Debt-Principal(1) (3) ...... $
Long-Term Debt-Interest(2) ............... $
Operating Leases: ......................................
Ground Leases ....................................... $
Retail Store Leases ............................... $
2014
Payments due by period
2015
2016
2017
2018
Thereafter
Total
838.1 $
178.5 $
720.7
153.9
12.3 $
2.4 $
11.3
2.0
$
$
$
$
591.2 $
115.1 $
468.9
87.1
10.4 $
1.7 $
9.9
1.2
$
$
$
$
572.6 $
53.4 $
1,019.1 $ 4,210.6
722.3
134.3 $
8.8 $
0.7 $
164.4 $
0.1 $
217.1
8.1
(1) Maturities utilized do not reflect extension options, which range from one to five years.
30
(2) For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2013.
(3) During January 2014, the Company exercised its one year extension option to extend the maturity date on its $400.0 million
term loan from April 2014 to April 2015.
The Company has accrued $4.6 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, 2013. 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 $194.6 million of medium term notes, $100.0 million of unsecured notes and $125.3 million of secured debt
scheduled to mature in 2014. 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, 2013, these letters of credit aggregate $31.9 million.
On a select basis, the Company has provided guarantees on interest bearing debt held within real estate joint ventures. The
Company is often provided with a back-stop guarantee from its partners. The Company had the following outstanding guarantees as
of December 31, 2013 (amounts in millions):
Name of Joint Venture
InTown Suites Management, Inc. ........
Amount of
Guarantee
$ 139.7
Victoriaville .........................................................
$ 2.3
Interest
rate
LIBOR plus
1.15%
3.92%
Maturity, with
extensions
2015
Terms
(1)
Type of debt
Unsecured credit facility
2020
Jointly and severally
with partner
Promissory note
(1) During June 2013, the Company sold its unconsolidated investment in the InTown portfolio for a sales price of $735.0 million which included
the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company continues
to maintain its guarantee of a portion of the debt assumed by the buyer ($139.7 million as of December 31, 2013). The guarantee is
collateralized by the buyer’s ownership interest in the portfolio. Additionally, the Company has entered into a commitment to provide financing
up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the
form of extensions with the current lender or a new lender or financing directly from the Company to the buyer.
In connection with the construction of its development/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, 2013, the Company had $21.1 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, has 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 (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 7 of the Notes to Consolidated Financial Statements included in this Form 10-K). These
investments include the following joint ventures:
31
Venture
KimPru (a) ........................
Kimco
Ownership
Interest
15.0%
RioCan Venture (b) ....
50.0 %
KIR (c) ................................
48.6 %
Number of
Properties
Total GLA
(in
thousands)
Non-
Recourse
Mortgage
Payable
(in millions)
60
45
57
10,569 $
923.4
9,307 $
743.7
11,966 $
889.1
Number of
Encumbered
Properties
39
BIG Shopping
Centers (d) ......................
37.9%(e)
21
3,399 $
406.5
Kimstone (f) ....................
33.3 %
SEB Immobilien (g) ......
15.0 %
CPP (h) ..............................
55.0 %
39
13
6
5,589 $
749.9
1,807 $
243.8
2,425 $
138.6
Average
Interest
Rate
5.53%
4.62%
5.05%
5.39%
4.59%
5.11%
5.23%
Weighted
Average
Term
(months)
35.0
48.0
75.1
40.1
39.3
43.3
19.0
32
47
17
39
13
3
Kimco Income
Fund (i) ..............................
39.5 %
12
1,521 $
158.0
12
5.45%
8.7
(a)
(b)
(c)
(d)
(e) Ownership % is a blended rate.
(f)
(g)
(h)
(i)
Represents the Company’s joint ventures with Prudential Real Estate Investors.
Represents the Company’s joint ventures with RioCan Real Estate Investment Trust.
Represents the Company's joint ventures with certain institutional investors.
Represents the Company’s joint ventures with BIG Shopping Centers (TLV:BIG), an Israeli public company.
Represents the Company’s joint ventures with Blackstone.
Represents the Company’s joint ventures with SEB Immobilien Investment GmbH.
Represents the Company’s joint ventures with The Canadian Pension Plan Investment Board (CPPIB).
Represents the Kimco Income Fund.
The Company has various other unconsolidated real estate joint ventures with varying structures. As of December 31, 2013,
these other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating $1.3 billion. The aggregate debt as
of December 31, 2013, of all of the Company’s unconsolidated real estate joint ventures is $5.6 billion, of which the Company’s
proportionate share of this debt is $2.1 billion. As of December 31, 2013, these loans had scheduled maturities ranging from one
month to 20 years and bear interest at rates ranging from 1.67% to 10.50%. Approximately $384.2 million of the aggregate
outstanding loan balance matures in 2014, of which the Company’s proportionate share is $175.1 million. These maturing loans are
anticipated to be repaid with operating cash flows, debt refinancing and partner capital contributions, as deemed appropriate. (See
Footnote 7 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,
2013, the Company’s net investment under the Preferred Equity Program was $95.6 million relating to 91 properties. As of
December 31, 2013, these preferred equity investment properties had individual non-recourse mortgage loans aggregating $485.4
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, 2013, the remaining 392 properties were encumbered by third party loans aggregating $336.0 million, not including
$56.5 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 9.2% and maturities ranging from one to nine years.
32
At December 31, 2013, 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 $17.9 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.
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, 2013 and 2012 is as follows (in thousands, except per share data):
Net income available to common shareholders ............................................
Gain on disposition of operating properties, net of noncontrolling
Three Months Ended
December 31,
Year Ended
December 31,
2013
2012
2013
2012
$
47,035
$
59,231 $
177,987
$
172,673
interests...............................................................................................................................
Gain on disposition of joint venture operating properties ..........................
Depreciation and amortization - real estate related .......................................
Depreciation and amortization - real estate joint ventures, net of
(16,503)
(5,530)
64,511
(49,023)
(4,914)
63,246
(45,330)
(113,937)
250,253
(84,828)
(27,927)
257,278
noncontrolling interests ..............................................................................................
24,448
32,228
117,743
133,734
Impairments of operating properties, net of tax and noncontrolling
interests...............................................................................................................................
FFO ..................................................................................................
20,707
134,668
26,440
127,208
165,825
552,541
59,510
510,440
33
Transactional (income)/charges:
Profit participation from other real estate investments..............................
Transactional losses from other real estate investments ...........................
Promote income from real estate joint ventures ...........................................
Gains from development/land sales, net of tax...............................................
Acquisition costs ..............................................................................................................
Deferred tax asset valuation allowance release ..............................................
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 (income)/expense, 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,
Year Ended
December 31,
2013
2012
2013
2012
(474)
3,091
-
(1,775)
2,296
-
2,225
(167)
(5,339)
455
-
(180)
132
134,800
408,139
1,522
2,414
412,075
0.33
0.33
0.33
0.33
$
$
$
$
$
(10,996)
-
(1,151)
(14)
701
-
-
(398)
-
(13,650)
3,091
-
(3,448)
5,623
(9,126)
2,225
(2,213)
(10,668)
3,785
15,490
143
7,560
134,768 $
20,754
-
(1,419)
(8,831)
543,710
406,345
1,522
1,829
409,696
407,631
1,523
2,541
411,695
0.31 $
0.31 $
0.33 $
0.33 $
1.36
1.35
1.33
1.33
$
$
$
$
$
(20,746)
-
(5,072)
(8,309)
9,160
-
2,472
(398)
-
3,785
21,703
1,166
3,761
514,201
405,997
1,455
2,106
409,558
1.26
1.25
1.27
1.26
(1) For the three and twelve months ended December 31, 2013 and 2012, 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.
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 and should not be considered an alternative to net income in accordance with GAAP or as a
measure of liquidity. 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
including those properties under redevelopment and excludes properties under development and 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). 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,
above/below market rents and includes charges for bad debt) 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. 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):
34
Income from continuing operations ..............................................................
Adjustments:
Management and other fee income ..............................................................
General and administrative expenses ...........................................................
Impairment charges ................................................................................................
Depreciation and amortization ........................................................................
Other income ...........................................................................................................
Provision for income taxes, net .......................................................................
Gain on change in control of interests, net ...............................................
Equity in income of other real estate investments, net......................
Non same property net operating income ...............................................
Non-operational expense from joint ventures, net..............................
Same Property NOI .................................................................................................
Three Months Ended
December 31,
Year Ended December 31,
2013
2012
2013
2012
$
61,409
$
46,798 $
261,683
$
210,073
(9,565)
31,663
2,845
65,492
39,824
6,788
-
(1,225)
(15,135)
54,227
236,323
$
(10,469)
28,986
9,962
60,520
54,068
3,707
(1,399)
(18,057)
(25,797)
80,288
228,607 $
(36,317)
127,913
91,404
247,537
190,835
34,520
(21,711)
(31,136)
(113,645)
171,503
922,586
$
(37,522)
123,925
10,289
236,923
221,401
16,922
(15,555)
(53,397)
(118,950)
296,869
890,978
$
Same Property NOI increased by $7.7 million or 3.4% for the three months ended December 31, 2013, as compared to the
corresponding period in 2012. This increase is primarily the result of (i) an increase of $6.0 million related to lease-up and rent
commencements and (ii) an increase of $3.2 million in other property and ancillary income, partially offset by, (iii) the negative impact
from changes in foreign currency exchange rates of $1.5 million.
Same Property NOI increased by $31.6 million or 3.5% for the year ended December 31, 2013, as compared to the
corresponding period in 2012. This increase is primarily the result of (i) an increase of $25.9 million related to lease-up and rent
commencements and (ii) an increase of $8.2 million in other property and ancillary income, partially offset by, (iii) the negative impact
from changes in foreign currency exchange rates of $2.5 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 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.
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 exposures are interest rate risk and fluctuations in foreign currency exchange 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, 2013, 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).
35
2014
2015
2016
2017
2018
Thereafter
Total
Fair Value
U.S. Dollar Denominated
Secured Debt
Fixed Rate
Average Interest Rate
$
Variable Rate
Average Interest Rate
Unsecured Debt
Fixed Rate
Average Interest Rate
Variable Rate
Average Interest Rate
CAD Denominated
Unsecured Debt
Fixed Rate
Average Interest Rate
Variable Rate
Average Interest Rate
MXN Denominated
Unsecured Debt
Variable Rate
Average Interest Rate
CLP Denominated
Secured Debt
Variable Rate
Average Interest Rate
$
$
$
$
$
$
$
125.2
$
6.97%
167.1 $
5.27%
292.3
6.50%
-
$
-
6.0 $
0.14%
-
-
294.7
$
5.20%
400.0
$
1.22%
350.0 $
5.29%
185.1 $
1.22%
$
-
-
-
$
-
-
$
-
-
$
-
- $
-
9.4 $
2.27%
- $
-
- $
-
300.0
5.78%
-
-
-
-
-
-
-
-
-
-
$
$
$
$
$
$
$
$
179.6
6.13%
2.0
4.00%
290.9
5.70%
-
-
-
-
-
-
-
-
-
-
$
$
$
$
$
$
$
$
37.4
4.88%
20.9
3.02%
300.0
4.30%
-
-
141.2
5.99%
-
-
$
$
$
$
$
$
163.3 $
5.18%
- $
-
964.9
6.00%
28.9
2.49%
650.0 $
4.86%
2,185.6
6.88%
- $
-
585.1
1.22%
188.2 $
3.86%
- $
-
329.4
4.77%
9.4
2.27%
$
$
$
$
$
$
$
76.5
5.15%
- $
-
$
76.5
5.15%
$
-
-
41.6 $
5.68%
$
41.6
5.68%
1,008.2
28.3
2,318.4
576.9
348.6
9.3
80.4
47.4
Based on the Company’s variable-rate debt balances, interest expense would have increased by $7.4 million in 2013 if short-
term interest rates were 1.0% higher.
The following table presents the Company’s foreign investments and respective cumulative translation adjustment (“CTA”) as of
December 31, 2013. Investment amounts are shown in their respective local currencies and the U.S. dollar equivalents and CTA
balances are shown in US dollars:
Country
Local Currency
US Dollars
Foreign Investment (in millions)
Mexican real estate investments (MXN) .......................................................
Canadian real estate joint venture investments (CAD) ........................
Chilean real estate investments (CLP) ............................................................
Peruvian real estate investments (Peruvian Nuevo Sol) .......................
4,775.6 $
420.4 $
33,178.3 $
15.6 $
CTA Gain/(Loss)
(106.8)
23.7
(8.0)
0.1
365.0 $
395.8 $
63.3 $
5.6 $
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.
CTA results from currency fluctuations between local currency and the U.S. dollar during the period in which the Company held
its investment and is recorded as a component of AOCI on the Company’s Consolidated Balance Sheets. The CTA amounts are
subject to future changes resulting from ongoing fluctuations in the respective foreign currency exchange rates. Changes in exchange
rates are impacted by many factors that cannot be forecasted with reliable accuracy. Any change could have a favorable or
unfavorable impact on the Company’s CTA balance. Based on the Company’s foreign investment balances at December 31, 2013, a
favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $92.2
million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by
approximately $75.4 million.
Under U.S. GAAP, the Company is required to release CTA balances into earnings when the Company has substantially
liquidated its investment in a foreign entity. During 2013, the Company began selling properties within its Latin American portfolio
and the Company may, in the near term, substantially liquidate all of its investments in this portfolio which will require the then
unrealized loss on foreign currency translation to be recognized as a charge against earnings. At December 31, 2013, the aggregate
CTA net loss balance relating to the Company’s Latin American portfolio is $114.7 million. Based on the Company’s foreign
36
investment balances in Latin Americas at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease
the aggregate CTA net loss balance by approximately $48.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10%
would increase the aggregate CTA net loss balance by approximately $39.4 million.
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.
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, 2013, 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 the Internal Control - Integrated Framework (1992) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated
Framework (1992), our management concluded that our internal control over financial reporting was effective as of December 31,
2013.
The effectiveness of our internal control over financial reporting as of December 31, 2013, 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.
37
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 that applies to all employees. The Code of Ethics is available at 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.
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.
38
Item 15.
Exhibits, 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.
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2013 and 2012
Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012
and 2011
Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
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
Form10-K
Report
Page
45
46
47
48
49
52
53
99
100
109
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.
3. Exhibits -
The exhibits listed on the accompanying Index to Exhibits are filed as part of this report.
40
39
INDEX TO EXHIBITS
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
4.13
10.1
10.2
10.3
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,
between Kimco Realty Corporation, as issuer and The
Bank of New York, as trustee
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
Sixth Supplemental Indenture, dated May 23, 2013,
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
40
Incorporated by Reference
Form
10-K
File No.
1-10899
Date of
Filing
02/28/11
Exhibit
Number
3.1(a)
Filed
Herewith
Page
Number
10-K
1-10899
02/28/11
3.1(b)
10-K
1-10899
02/27/09
3.2
3.2
8-A12B
1-10899
03/13/12
8-A12B
1-10899
07/18/12
3.2
8-A12B
S-11
1-10899
333-42588
12/03/12
09/11/91
3.2
4.1
S-3
S-3
10-K
8-K
8-K
333-67552
09/10/93
4(d)
333-67552
09/10/93
4(a)
1-10899
1-10899
1-10899
03/28/96
04/07/95
04/25/05
4.6
4(a)
4.1
8-K
1-10899
06/05/06
4.1
8-K
1-10899
11/03/06
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
8-K
1-10899
05/23/13
4.1
10-K
10-K
1-10899
1-10899
03/28/95
02/27/09
10.3
10.9
10-K
1-10899
02/27/09
10.16
Exhibit
Number
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
12.1
12.2
21.1
23.1
31.1
Exhibit Description
Agency Agreement, dated July 17, 2013, by and among Kimco
North Trust III, Kimco Realty Corporation and Scotia Capital
Inc., RBC Dominion Securities Inc., CIBC World Markets Inc.
and National Bank Financial Inc.
Fourth Supplemental Indenture, dated July 22, 2013, among
Kimco North Trust III, Kimco Realty Corporation, as guarantor
and BNY Trust Company of Canada, as trustee
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
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
Kimco Realty Corporation 2010 Equity Participation Plan
First Amendment to Credit Agreement, dated as of June 3,
2013, among Kimco Realty Corporation, a Maryland
corporation, the subsidiaries of Kimco party thereto, the
lenders party thereto, and JPMorgan Chase Bank, N.A., as
administrative agent
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
41
Incorporated by Reference
File No.
Form
10-Q 1-10899
Date of
Filing
Exhibit
Number
Filed
Herewith
Page
Number
08/02/13 99.1
10-Q 1-10899
08/02/13 99.2
10-K/A 1-10899
08/17/10 10.18
8-K
8-K
8-K
1-10899
03/19/10 10.5
1-10899
1-10899
03/19/10 10.7
03/19/10 10.8
10-Q 1-10899
05/07/10 99.1
10-Q 1-10899
05/07/10 99.2
10-K/A 1-10899
08/17/10 10.19
8-K
1-10899
08/24/10 1.1
8-K
1-10899
11/2/11 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
8-K
S-8
1-10899
7/03/12 10.1
333-184776 11/06/12 99.1
8-K
—
—
—
—
—
1-10899
—
—
6/07/13 10.1
—
—
—
—
—
—
—
—
—
—
—
—
—
X
X
*
*
X
110
111
112
31.2
32.1
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
Property Chart
99.1
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
113
114
115
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
X
X
X
*
*
*
*
*
*
* Incorporated by reference to the corresponding Exhibit to the Company’s Annual Report on Form 10-K filed on February 26, 2014.
42
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, 2014
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/ Conor Flynn
Conor Flynn
/s/ Glenn G. Cohen
Glenn G. Cohen
/s/ Paul Westbrook
Paul Westbrook
Executive Chairman of the Board of Directors
February 26, 2014
Chief Executive Officer and Vice Chairman
of the Board of Directors
Director
Director
Director
Director
Director
Director
Director
February 26, 2014
February 26, 2014
February 26, 2014
February 26, 2014
February 26, 2014
February 26, 2014
February 26, 2014
February 26, 2014
Executive Vice President - Chief Operating Officer
February 26, 2014
Executive Vice President - Chief Financial Officer
and Treasurer
February 26, 2014
Vice President - Chief Accounting Officer
February 26, 2014
43
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 ..................................................................................................................................................
45
Consolidated Financial Statements and Financial Statement Schedules:
Consolidated Balance Sheets as of December 31, 2013 and 2012...................................................................................................................
Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011 .....................................................
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011.................
Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2012 and 2011 ..............................
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 ............................................
Notes to Consolidated Financial Statements .................................................................................................................................................................
46
47
48
49
52
53
Financial Statement Schedules:
II. Valuation and Qualifying Accounts .................................................................................................................................................................
III. Real Estate and Accumulated Depreciation...............................................................................................................................................
IV. Mortgage Loans on Real Estate .........................................................................................................................................................................
99
100
109
44
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, 2013 and 2012,
and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 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, 2013, based on criteria established in
Internal Control - Integrated Framework (1992) 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, 2014
45
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
December 31,
2013
December 31,
2012
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 ..................................................................................................................................................................
Accounts payable and accrued expenses ..................................................................................................................
Dividends payable ...................................................................................................................................................................
Other liabilities ..........................................................................................................................................................................
Total liabilities .................................................................................................................................................................................
Redeemable noncontrolling interests................................................................................................................................
2,072,099 $
6,953,427
9,025,526
(1,878,681)
7,146,845
97,818
7,244,663
1,257,010
274,641
30,243
148,768
62,766
164,326
175,698
305,515
9,663,630 $
3,186,047 $
1,035,354
124,290
104,496
357,764
4,807,951
86,153
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
171,540
171,373
211,664
9,751,234
3,192,127
1,003,190
111,881
96,518
333,962
4,737,678
81,076
Commitments and Contingencies
Stockholders' equity:
Preferred stock, $1.00 par value, authorized 5,961,200 shares 102,000 shares issued and
outstanding (in series), Aggregate liquidation preference $975,000 ......................................................
102
102
Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding
409,731,058 and 407,782,102 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......................................................................................................................................................... $
4,097
5,689,258
(996,058)
(64,982)
4,632,417
137,109
4,769,526
9,663,630 $
4,078
5,651,170
(824,008)
(66,182)
4,765,160
167,320
4,932,480
9,751,234
The accompanying notes are an integral part of these consolidated financial statements
46
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share information)
2013
Year Ended December 31,
2012
2011
Revenues
Revenues from rental properties ................................................................................................................................ $
Management and other fee income ..........................................................................................................................
Total revenues ..........................................................................................................................................................
$
910,356
36,317
946,673
$
836,881
37,522
874,403
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 ...................................................................................................................................................................
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,
gain 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 ....................................................................................................................
Gain on change in control of interests, net ...........................................................................................................
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 .................................................................................
(Loss)/income from discontinued operations ......................................................................................................
Gain on sale of operating properties, net of tax ................................................................................................
Net income .....................................................................................................................................................................
Net income attributable to noncontrolling interests .......................................................................................
Net income attributable to the Company ......................................................................................................
Preferred stock redemption costs
Preferred dividends ............................................................................................................................................................
13,347
117,563
115,151
127,913
8,256
91,404
247,537
721,171
225,502
4,304
16,999
(533)
(213,911)
2,306
-
34,667
(34,520)
208,689
21,711
31,136
261,683
18,224
(83,900)
43,914
(21,762)
1,432
241,353
(5,072)
236,281
-
(58,294)
12,745
110,747
107,204
123,925
6,022
10,289
236,923
607,855
266,548
7,504
2,041
(7,687)
(225,710)
2,451
-
45,147
(16,922)
112,896
15,555
53,397
210,073
21,082
(38,432)
83,253
65,903
4,299
280,275
(14,202)
266,073
(21,703)
(71,697)
Net income available to the Company's common shareholders ....................................................... $
177,987
$
172,673
$
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 .......................................................................................................................... $
Income/(loss) from discontinued operations .......................................................................................................
Net income ............................................................................................................................................................................ $
0.47
0.47
0.43
0.43
407,631
408,614
191,448
(13,461)
177,987
$
$
$
$
$
$
0.27
0.27
0.42
0.42
405,997
406,689
109,903
62,770
172,673
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements
47
779,156
35,321
814,477
13,847
104,451
102,538
118,559
5,965
13,077
218,260
576,697
237,780
7,273
15,796
(4,010)
(221,678)
4,121
12,074
51,356
(25,789)
63,467
569
51,813
141,416
40,582
(17,343)
17,327
40,566
108
182,090
(13,039)
169,051
-
(59,363)
109,688
0.18
0.18
0.27
0.27
406,530
407,669
71,921
37,767
109,688
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
2013
Year Ended December 31,
2012
2011
241,353 $
280,275 $
182,090
Net income .......................................................................................................................................... $
Other comprehensive income: ..................................................................................................
Change in unrealized gain/(loss) on marketable securities....................................
Change in unrealized gain on interest rate swaps ......................................................
Change in foreign currency translation adjustment, net .........................................
Other comprehensive income/(loss) .....................................................................................
6,773
-
(4,208)
2,565
3,013
450
43,515
46,978
Comprehensive income ................................................................................................................
243,918
327,253
Comprehensive income attributable to noncontrolling interests ...........................
(6,436)
(19,702)
(4,065)
549
(82,228)
(85,744)
96,346
(11,102)
Comprehensive income attributable to the Company ................................................ $
237,482 $
307,551 $
85,244
The accompanying notes are an integral part of these consolidated financial statements.
48
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2013, 2012 and 2011
(in thousands)
Cumulative
Distributions
in Excess of
Net Income
Accumulated
Other
Comprehensive
Income
Preferred Stock
Amount
Issued
Common Stock
Amount
Issued
Paid-in
Capital
Total
Stockholders'
Equity
Noncontrolling
Interests
Total
Equity
(515,164) $
(23,853)
954 $
954
406,424 $
4,064 $5,469,841 $
4,935,842 $
225,444 $ 5,161,286
Balance,
January 1, 2011 ................. $
Contributions from
noncontrolling
interests ............................
Comprehensive
income:
Net income
attributable to the
Company .......................
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 ............................
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
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 ....... $
-
169,051
-
-
-
-
-
-
-
-
-
-
-
Share, respectively) ....
(356,886)
-
-
(4,065)
549
(80,29)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,045
1,045
169,051
13,039
182,090
(4,065)
549
-
-
(4,065)
549
(80,291)
(1,937)
(82,228)
-
(6,370)
(6,370)
(356,886)
-
(356,886)
-
(13,827)
(13,827)
438
(34)
(334)
444
-
-
5
4,936
(2)
(2)
(579)
(6,001)
4,941
(581)
(6,003)
4
6,533
6,537
-
-
-
-
4,941
(581)
(6,003)
6,537
-
-
4,452
4,452
(23,637
(19,185)
12,840
12,840
-
12,840
(702,999) $
(107,660)
954 $
954
406,938 $
4,069 $5,492,022 $
4,686,386 $
193,757 $ 4,880,143
The accompanying notes are an integral part of these consolidated financial statements.
49
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2013, 2012 and 2011
(in thousands) (continued)
Cumulative
Distributions
in Excess of
Net Income
Accumulated
Other
Comprehensive
Income
Preferred Stock
Amount
Issued
Common Stock
Amount
Issued
Paid-in
Capital
Total
Stockholders'
Equity
Noncontrolling
Interests
Total
Equity
- $
- $
- $
- $
1,384 $
1,384
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
266,073
14,202
280,275
3,013
450
-
-
3,013
450
38,015
5,500
43,515
-
(6,337)
(6,337)
(387,082)
-
(387,082)
-
(15,328)
(15,328)
- $
266,073
-
-
-
-
Contributions from
noncontrolling
interests ............................ $
Comprehensive
income:
Net income
attributable to the
Company .......................
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, $1.1708 per
Depositary Share,
$0.5958 per
Class I
Class J Depositary
Share, and $0.0938
per
Class K Depositary
Share, respectively) ....
(387,082)
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 ................
Acquisition of
noncontrolling
interests ............................
Amortization of equity
awards ...............................
Redemption of
preferred stock .............
Balance,
December 31, 2012 ....... $
-
-
-
-
-
-
-
-
-
-
-
3,013
450
38,015
-
-
-
-
-
-
-
-
-
-
-
- $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(884)
(884)
1,096
11
18,104
18,115
32
32
-
-
774,125
774,157
(111)
(1)
(2,072)
(2,073)
(1,636)
(16)
(30,931)
(30,947)
1,495
15
22,576
22,591
-
-
-
-
-
18,115
774,157
(2,073
(30,947)
22,591
-
-
-
-
-
-
(95)
(95)
(25,858)
(25,953)
11,557
11,557
(634,116)
(635,000)
-
-
11,557
(635,000)
(824,008) $
(66,182)
102 $
102
407,782 $
4,078 $5,651,170 $
4,765,160 $
167,320 $ 4,932,480
The accompanying notes are an integral part of these consolidated financial statements.
50
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2013, 2012 and 2011
(in thousands) (continued)
Cumulative
Distributions
in Excess of
Net Income
Accumulated
Other
Comprehensive
Income
Preferred Stock
Amount
Issued
Common Stock
Amount
Issued
Paid-in
Capital
Total
Stockholders'
Equity
Noncontrolling
Interests
Total
Equity
- $
236,281
-
-
-
Contributions from
noncontrolling
interests ............................ $
Comprehensive
income:
Net income
attributable to the
Company .......................
Other comprehensive
income, net of tax:
Change in unrealized
gain on marketable
securities ..........................
Change in foreign
currency translation
adjustment ......................
Redeemable
noncontrolling
interests ............................
Dividends ($0.855 per
common share;
$1.725 per
Class H Depositary
Share, $1.5000 per
Class I Depositary
Share, $1.3750 per
Class J Depositary
Share and $1.40625
per
Class K Depositary
Share, respectively) ....
(408,331)
Distributions to
noncontrolling
interests ............................
Issuance of common
stock ...................................
Surrender of restricted
stock ...................................
Exercise of common
stock options ................
Acquisition of
noncontrolling
interests ............................
Amortization of equity
awards ...............................
Balance,
December 31, 2013 ....... $
-
-
-
-
-
-
-
-
6,773
(5,573)
-
-
-
-
-
-
-
-
- $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- $
- $
- $
- $
1,026 $
1,026
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
236,281
5,072
241,353
6,773
-
6,773
(5,573)
1,365
(4,208)
-
(6,892)
(6,892)
(408,331)
-
(408,331)
-
(10,686)
(10,686)
560
(247)
1,636
-
-
5
9,208
9,213
(2)
(3,889)
(3,891)
16
30,193
30,209
-
-
-
9,213
(3,891)
30,209
-
-
(8,894)
(8,894)
(20,096)
(28,990)
11,470
11,470
-
11,470
(996,058) $
(64,982)
102 $
102
409,731 $
4,097 $5,689,258 $
4,632,417 $
137,109 $ 4,769,526
The accompanying notes are an integral part of these consolidated financial statements.
51
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2013, 2012 and 2011
(in thousands)
Cash flow from operating activities:
Net income ..................................................................................................................................................................
Adjustments to reconcile net income to net cash provided by
$
operating activities:
Depreciation and amortization ...................................................................................................................
Impairment charges ...........................................................................................................................................
Gain on sale of development properties ..............................................................................................
Gain on sale of operating properties.......................................................................................................
Equity in income of joint ventures, net ..................................................................................................
Gain on change in control of interests, net .........................................................................................
Equity in income from other real estate investments, net ..........................................................
Distributions from joint ventures and other real estate investments...................................
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 operating real estate .........................................................................................................
Improvements to operating real estate .................................................................................................
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 ..................................................................................................................................................
Investment in other real estate investments .......................................................................................
Reimbursements of investments and advances to other real
estate investments .......................................................................................................................................
Investment in mortgage loans receivable ..............................................................................................
Collection of mortgage loans receivable ...............................................................................................
Investment in other investments ................................................................................................................
Reimbursements of other investments ..................................................................................................
Proceeds from sale of operating properties .......................................................................................
Proceeds from sale of development properties ...............................................................................
Net cash flow provided by/(used for) 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 .................................................................
(Repayments)/Proceeds under unsecured revolving credit facility, net ..............................
Proceeds from issuance of unsecured term loan/notes ...............................................................
Repayments under unsecured term loan/notes ................................................................................
Financing origination costs .............................................................................................................................
Redemption of noncontrolling interests ................................................................................................
Dividends paid ......................................................................................................................................................
Proceeds from issuance of stock ...............................................................................................................
Redemption of preferred stock ..................................................................................................................
Repurchase of common stock ....................................................................................................................
Net cash flow used for financing activities .....................................................................................
Change in cash and cash equivalents .......................................................................................................
Cash and cash equivalents, beginning of year .................................................................................................
Cash and cash equivalents, end of year .............................................................................................................
Interest paid during the year (net of capitalized interest of $1,263, $1,538
$
2013
Year Ended December 31,
2012
2011
241,353 $
280,275 $
182,090
257,855
190,218
-
(51,529)
(208,689)
(21,711)
(31,136)
258,050
7,213
10,166
(81,755)
570,035
(354,287)
(107,277)
(591)
(33,588)
26,406
(296,550)
440,161
(23,566)
30,151
(11,469)
29,192
(21,366)
9,175
385,844
-
72,235
(256,346)
(23,804)
-
35,974
(57,775)
621,562
(546,717)
(8,041)
(30,086)
(400,354)
30,210
-
-
(635,377)
6,893
141,875
148,768 $
262,742
59,569
-
(94,369)
(112,896)
(15,555)
(53,397)
194,110
2,940
(11,281)
(33,084)
479,054
(442,541)
(109,928)
(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
400,000
(215,900)
(2,138)
(42,315)
(382,722)
796,748
(635,000)
(30,947)
(399,061)
28,993
112,882
141,875 $
251,139
32,763
(12,074)
(17,435)
(63,467)
(569)
(51,813)
163,048
(19,271)
(8,082)
(7,716)
448,613
(268,282)
(75,017)
(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)
(12,272)
125,154
112,882
and $7,086, respectively) ...................................................................................................................................... $
216,258 $
226,775 $
220,270
Income taxes paid during the year .......................................................................................................................
$
33,838 $
2,122 $
2,606
The accompanying notes are an integral part of these consolidated financial statements
52
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 and (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. The Company may consider
other investments through its TRS should suitable opportunities arise.
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, 2013, 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 1.3% 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, 2013,
the Company’s five largest tenants were TJX Companies, The Home Depot, Wal-Mart, Bed Bath & Beyond, and Kohl’s which
represented 3.0%, 2.8%, 2.3%, 1.8% 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.
53
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, where applicable), assumed debt and redeemable units issued at the
date of acquisition, based on evaluation of information and estimates available at that date. 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 below-market lease 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
15 to 50 years
Terms of leases or useful lives,
(including certain identified intangible assets)
whichever is shorter
Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements,
which improve or 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 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.
54
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, has 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.
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 joint venture 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.
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.
55
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 investment 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.
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). 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 ("AOCI"). Gains or losses
on securities sold are based on the specific identification method.
56
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, 2013 and
2012, the Company had unamortized software development costs of $28.2 million and $26.8 million, respectively, which is
included in Other assets on the Company’s Consolidated Balance Sheets. The Company incurred $7.6 million, $5.5 million
and $3.1 million in amortization of software development costs during the years ended December 31, 2013, 2012 and
2011, 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.
57
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
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 AOCI, 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. The Company is required to release cumulative translation adjustment (“CTA”) balances into
earnings when the Company has substantially liquidated its investment in a foreign entity.
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.
58
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 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 AOCI 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 2013, 2012
and 2011, 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
after 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.
59
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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,
2013
2012
2011
Computation of Basic Earnings Per Share:
Income from continuing operations ..................................................................................
Gain on sale of operating properties, net of tax ..........................................................
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
$
$
$
261,683
1,432
(5,072)
(8,301)
-
(58,294)
191,448
(1,360)
210,073
4,299
(14,202)
3,133
(21,703)
(71,697)
109,903
(1,221)
common Shareholders ......................................................................................................
190,088
108,682
(Loss)/income from discontinued operations attributable
to the Company ...................................................................................................................
(13,461)
62,770
Net income attributable to the Company’s common shareholders
141,416
108
(13,039)
2,799
-
(59,363)
71,921
(608)
71,313
37,767
for basic earnings per share ............................................................................................
$
176,627
$
171,452
$
109,080
Weighted average common shares outstanding ..........................................................
407,631
405,997
406,530
Basic Earnings Per Share Attributable to the Company’s Common
Shareholders:
Income from continuing operations ..................................................................................
(Loss)/income from discontinued operations ................................................................
Net income ......................................................................................................................................
Computation of Diluted Earnings Per Share:
Income from continuing operations attributable to
$
$
0.47
(0.04)
0.43
$
$
0.27
0.15
0.42
$
$
0.18
0.09
0.27
common shareholders ......................................................................................................
$
190,088
$
108,682
$
71,313
(Loss)/income from discontinued operations attributable
to the Company ...................................................................................................................
(13,461)
62,770
37,767
Net income attributable to the Company’s common shareholders
for diluted earnings per share .......................................................................................
$
176,627
$
171,452
$
109,080
Weighted average common shares outstanding – basic .........................................
Effect of dilutive securities(a):
Equity awards .................................................................................................................................
Shares for diluted earnings per common share ............................................................
407,631
405,997
983
408,614
692
406,689
406,530
1,139
407,669
Diluted Earnings Per Share Attributable to the Company’s
Common Shareholders:
Income from continuing operations ..................................................................................
(Loss)/income from discontinued operations ................................................................
Net income ......................................................................................................................................
$
$
0.47
(0.04)
0.43
$
$
0.27
0.15
0.42
$
$
0.18
0.09
0.27
(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 10,950,388, 11,159,160 and 13,304,016, stock options that were
not dilutive as of December 31, 2013, 2012 and 2011, 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.
60
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 provide a potential 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 20 for additional disclosure on the assumptions and methodology).
New Accounting Pronouncements
In July 2013, the FASB released ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit
When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the
FASB Emerging Issues Task Force) (“ASU 2013-11”). This update requires that an unrecognized tax benefit, or portion of
an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a
similar tax loss or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not
expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the
financial statements and should not be combined with an unrelated deferred tax asset. The amendments in ASU 2013-11
are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption
permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date,
however retrospective application is permitted. The Company early adopted, on a prospective basis, ASU 2013-11 during
2013. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations
(see Footnote 21).
Additionally, during July 2013, the FASB released ASU 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed
Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes
(“ASU 2013-10”). The update permits the Fed Funds Effective Swap Rate (“OIS”) to be used as a U.S. benchmark interest
rate for hedge accounting purposes. In addition, the amendments remove the restriction on using different benchmark rates
for similar hedges. The provisions of ASU 2013-10 are effective prospectively for qualifying new or redesignated hedging
relationships entered into on or after July 17, 2013. The adoption of ASU 2013-10 did not have a material impact on the
Company’s financial position or results of operations.
In February 2013, the FASB issued new guidance regarding liabilities, Accounting Standards Update ("ASU") 2013-04,
Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of
the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”), effective retrospectively for fiscal years beginning after
December 15, 2013 and interim periods within those years. The amendments require an entity to measure obligations
resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the
guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its
arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-
obligors. In addition, the amendments require an entity to disclose the nature and amount of the obligation, as well as other
information about the obligations. The adoption of ASU 2013-04 is not expected to have a material impact on the
Company’s financial position or results of operations.
61
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 did not have a material impact on the Company’s
financial statement presentation or disclosures.
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 did not have a material impact on the Company’s financial statement presentation.
Reclassifications
The Company made certain immaterial reclassifications to the Company’s Consolidated Balance Sheets as of December 31,
2012, to conform to the current year presentation.
2. 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,
2013
1,989,830 $
82,269
2012
1,927,800
96,500
4,572,740
1,168,959
725,570
61,015
425,143
9,025,526
(1,878,681)
7,146,845 $
4,607,931
1,091,810
708,626
59,690
357,667
8,850,024
(1,745,462)
7,104,562
(1) At December 31, 2013 and 2012, Other rental property (net of accumulated amortization of $252.8 million and
$212.9 million, respectively), consisted of intangible assets including (i) $290,838 and $237,166, respectively, of in-place
leases, (ii) $21,326 and $21,335, respectively, of tenant relationships, and (iii) $112,979 and $99,166, respectively, of
above-market leases.
In addition, at December 31, 2013 and 2012, the Company had intangible liabilities relating to below-market leases from
property acquisitions of $181.5 million and $167.2 million, respectively, net of accumulated amortization of $155.7 million
and $138.3 million, respectively. These amounts are included in the caption Other liabilities in the Company’s Consolidated
Balance Sheets.
The Company’s amortization associated with the above and below market leases for the years ended December 31, 2013,
2012 and 2011 were net increases to revenue of $11.9 million, $14.9 million and $12.0 million, respectively. The estimated
net amortization associated with the Company’s above and below market leases for the next five years are as follows (in
millions): 2014, $10.5; 2015, $10.8; 2016, $11.0; 2017, $9.7 and 2018, $7.4.
The Company’s amortization expense associated with leases in place and tenant relationships for the years ended
December 31, 2013, 2012 and 2011 was $33.2 million, $30.1 million and $26.9 million, respectively. The estimated net
amortization associated with the Company’s these intangible assets for the next five years are as follows (in millions): 2014,
$18.6; 2015, $15.3; 2016, $12.4; 2017, $10.1 and 2018, $8.2.
62
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
3. 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
financings, proceeds from the disposition of properties and availability under the Company’s revolving lines of credit.
Acquisition of Operating Properties –
During the year ended December 31, 2013, the Company acquired the following properties, in separate transactions (in
thousands):
Property Name
Location
Month
Acquired
Cash
Debt
Assumed
Other
Total
GLA*
Purchase Price
$
Santee Trolley Square (1) .... Santee, CA
Shops at Kildeer (2) ................. Kildeer, IL
Village Commons S.C. ........ Tallahassee, FL
Putty Hill Plaza (3) .................... Baltimore, MD
Columbia Crossing II S.C. .. Columbia, MD
Roseville Plaza Outparcel ..... Roseville, MN
Wilton River Park (4) ............. Wilton, CT
Canyon Square (5) .................. Santa Clarita, CA
JTS Portfolio
(7 properties) (6) ............... Baton Rouge, LA
Factoria Mall (7)......................... Bellevue, WA
6 Outparcels .............................. Various
Highlands Ranch II .................... Highlands Ranch, CO
Elmsford ......................................... Elmsford, NY
Northridge .................................... Arvada, CO
Five Forks Crossing .................. Liburn, GA
Greenwood S.C.
Jan-13
Jan-13
Jan-13
Jan-13
Jan-13
Jan-13
Mar-13
Apr-13
Apr-13
May-13
Jun-13
July-13
Aug-13
Oct-13
Oct-13
$
26,863
-
7,100
4,592
21,800
5,143
777
1,950
-
37,283
13,053
14,600
23,000
8,239
9,825
Outparcel ............................... Greenwood, IN
Oct-13
4,067
Clark Portfolio
(4 properties) ....................... Clark, NJ
Nov-13
35,553
48,456
32,724
-
9,115
-
-
36,000
13,800
43,267
56,000
-
-
-
11,511
-
-
-
$
22,681
-
-
489
-
-
5,223
-
11,733
37,467
-
-
-
-
-
$ 98,000
32,724
7,100
14,196
21,800
5,143
42,000
15,750
55,000
130,750
13,053
14,600
23,000
19,750
9,825
-
-
4,067
35,553
311
168
125
91
101
80
187
97
520
510
97
44
143
146
74
30
189
Winn Dixie Portfolio
(6 properties) ....................... Louisiana & Florida
Tomball S.C. ................................ Houston, TX
Atascocita S.C. ............................ Humble, TX
Lawrenceville ............................... Lawrenceville, GA
Dec-13
Dec-13
Dec-13
Dec-13
43,506
35,327
38,250
36,824
$ 367,752
-
-
28,250
-
$ 279,123
-
-
-
-
77,593
43,506
35,327
66,500
36,824
$ 724,468
$
392
149
317
286
4,057
* Gross leasable area ("GLA")
(1) This property was acquired from a joint venture in which the Company had a 45% noncontrolling interest. The Company evaluated
this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $22.7 million, before income tax, from
the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the
purchase price above in Other.
(2) This property was acquired from a joint venture in which the Company had a 19% 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.
(3) The Company acquired the remaining 80% interest in an operating property from an unconsolidated joint venture in which the
Company had a 20% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance
and as such recognized a gain of $0.5 million from the fair value adjustment associated with the Company’s original ownership due to a
change in control, which is reflected in the purchase price above in Other.
(4) The acquisition of this property included the issuance of $5.2 million of redeemable units, which are redeemable at the option of the
holder after one year and earn a yield of 6% per annum, which is included in the purchase price above in Other. In connection with
this transaction, the Company provided the sellers a $5.2 million loan at a rate of 6.5%, which is secured by the redeemable units.
(5) This property was acquired from a joint venture in which the Company has a 15% 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.
63
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(6) The Company acquired the remaining interest in a portfolio of office properties 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 and
as such recognized a change in control loss of $9.6 million from the fair value adjustment associated with the Company’s original
ownership, which is reflected in the purchase price above in Other. The debt assumed in connection with this transaction of $43.3
million was repaid in April 2013 and the properties within the portfolio were later sold during October and November 2013.
(7) The Company acquired an additional 49% interest in this operating property from an unconsolidated joint venture in which the
Company had a 50% noncontrolling interest. As such the Company now consolidates this investment. The Company evaluated this
transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $8.2 million from the fair value
adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price
above in Other.
During the year ended December 31, 2012, the Company acquired the following properties, in separate transactions (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
Dec-12
Total
$
$
Purchase Price
Debt
Assumed
$
-
4,210
-
-
-
30,900
24,000
-
-
57,625
-
-
-
-
-
-
-
-
20,900
21,563
-
-
-
20,000
-
-
$ 179,198
Cash
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
26,058
455,280
Total
$
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
26,058
$ 634,478
GLA*
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
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.
(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.
64
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(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.
The aggregate purchase price of the above 2013 and 2012 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 ................................................................................
Other Assets ..........................................................................................................................
Other Liabilities ....................................................................................................................
2013
2012
198,263 $
368,478
(25,298)
15,758
35,262
115,110
22,196
(5,794)
894
(401)
724,468 $
196,219
319,955
(40,375)
14,977
31,248
99,092
19,327
(5,965)
-
-
634,478
$
$
Additionally, during the years ended December 31, 2013 and 2012, the Company acquired the remaining interest in four
and six previously consolidated joint ventures for $9.4 million and $12.0 million, respectively. The Company continues to
consolidate these entities as there was no change in control from these transactions. The purchase of the remaining
interests resulted in an aggregate decrease in noncontrolling interest of $0.4 million and $10.4 million for the years ended
December 31, 2013 and 2012, respectively and an aggregate decrease of $8.2 million and $0.3 million, after income taxes,
to the Company’s Paid-in capital, during 2013 and 2012, 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, 2013, 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.
FNC Realty Corporation –
During 2012, the Company acquired an additional 13.62% interest in FNC Realty Corporation (“FNC”) for $15.3 million,
which increased the Company’s total ownership interest to 82.7%. During 2013, the Company acquired the remaining
ownership interest in FNC of 17.3% for $20.3 million. As a result of this transaction the Company now owns 100% of
FNC. The Company had previously and continues to consolidate FNC. Since there was no change in control from these
transactions, the purchase of the additional interests resulted in a decrease in noncontrolling interest during 2013 and 2012
of $19.7 million and $15.4 million, respectively, and a decrease of $0.7 million during 2013 and an increase of $0.1 million
during 2012 to the Company’s Paid-in capital.
4. Dispositions of Real Estate:
Operating Real Estate –
During 2013, the Company disposed of 36 operating properties and three out-parcels in separate transactions, for an
aggregate sales price of $279.5 million. These transactions, which are included in Discontinued operations in the Company’s
Consolidated Statements of Income, resulted in an aggregate gain of $25.4 million and impairment charges of $61.9 million,
before income taxes.
65
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Additionally, during 2013, the Company sold eight properties in its Latin American portfolio for an aggregate sales price of
$115.4 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated
Statements of Income, resulted in an aggregate gain of $23.3 million, before income taxes, and aggregate impairment
charges of $26.9 million (including the release of the cumulative foreign currency translation loss of $7.8 million associated
with the sale of the Company’s interest in two properties within Brazil, which represents a full liquidation of the Company’s
investment in Brazil), before income taxes and noncontrolling interests.
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 in the Company’s
Consolidated Statements of Income, 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 bore interest at a rate of 6.0% and matured 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.
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 in the Company’s Consolidated Statements of Income, 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.
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. This gain has been recorded as Gain
on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income.
Land Sales –
During 2013, the Company sold nine land parcels for an aggregate sales price of $18.2 million in separate transactions.
These transactions resulted in an aggregate gain of $11.5 million, before income taxes expense and noncontrolling interest.
The gains from these transactions are recorded as other income, which is included in Other expense, net, in the
Company’s Consolidated Statements of Income.
During 2012, the Company disposed of two land parcels and two outparcels for an aggregate sales price of $4.1 million
and recognized an aggregate gain of $2.0 million related to these transactions. These gains are recorded as other income,
which is included in Other expense, net, 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 bore interest at a rate of 6.5%
for the first six months and 7.5% for the remaining term and matured 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.
66
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
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.
5. 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 2013, 2012 and 2011 financial statement amounts.
The components of Income from discontinued operations for each of the three years in the period ended December 31,
2013, are shown below. These include the results of Income through the date of each respective sale for properties sold
during 2013, 2012 and 2011, and the operations for the applicable periods for those assets classified as held-for-sale as of
December 31, 2013 (in thousands):
$
Discontinued operations:
Revenues from rental property .....................................................................................
Rental property expenses ................................................................................................
Depreciation and amortization ......................................................................................
Provision for doubtful accounts ....................................................................................
Interest income/(expense) ...............................................................................................
Income from other real estate investments ..........................................................
Other expense, net ..............................................................................................................
Income from discontinued operating properties,
before income taxes ...................................................................................................
Impairment of property carrying value, before income taxes .....................
Gain on disposition of operating properties,
before income taxes ...................................................................................................
Benefit for income taxes ...................................................................................................
(Loss)/income from discontinued operating properties ..................................
Net loss/(income) attributable to noncontrolling interests............................
(Loss)/income from discontinued operations attributable
2013
2012
2011
$
44,168
(14,861)
(10,318)
(847)
300
-
(449)
17,993
(98,815)
48,731
10,329
(21,762)
8,301
76,442 $
(26,203)
(25,820)
(2,243)
(2,882)
13
(922)
18,385
(49,280)
85,894
10,904
65,903
(3,133)
113,508
(40,054)
(32,878)
(2,904)
(3,672)
1,703
(351)
35,352
(19,698)
17,327
7,585
40,566
(2,799)
to the Company ............................................................................................................
$
(13,461)
$
62,770
$
37,767
During 2013, the Company classified as held-for-sale 19 operating properties, comprising 1.9 million square feet of
GLA. The aggregate book value of these properties was $178.4 million, net of accumulated depreciation of $19.2 million.
The Company recognized impairment charges of $25.2 million, after income taxes, on eight 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 $158.6 million, was based
upon executed contracts of sale with third parties (see Footnote 15). In addition, the Company completed the sale of 15
held-for-sale operating properties during the year ended December 31, 2013, one of which was classified as held-for-sale
during 2012 (these dispositions are included in Footnote 4 above). At December 31, 2013, the Company had five
remaining operating properties classified as held-for-sale at a carrying amount of $70.3 million, net of accumulated
depreciation of $8.1 million, which are included in Other assets on the Company’s Consolidated Balance Sheets.
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
67
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 15). 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 4 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 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
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 (these dispositions are included in
Footnote 4 above).
6. 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.
The Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such
potential transactions and/or the property hold period caused the Company to recognize impairment charges for the years
ended December 31, 2013, 2012 and 2011 as follows (in millions):
Impairment of property carrying values * (1)(2)(5)(6)..................... $
Investments in other real estate investments* (3)(7)(8) .................
Marketable securities and other investments* (4) ..............................
Investments in real estate joint ventures* (9)........................................
Total Impairment charges included in operating expenses........
Impairment of property carrying values included
in discontinued operations ** .................................................................
Total gross impairment charges .....................................................................
Noncontrolling interests ...............................................................................
Income tax benefit ...........................................................................................
Total net impairment charges ......................................................................... $
See Footnote 15 for additional disclosure on fair value.
*
** See Footnotes 4 & 5 above for additional disclosure.
2013
2012
2011
76.7 $
2.9
10.7
1.1
91.4
98.8
190.2
(10.6)
(22.4)
157.2 $
7.6 $
2.7
-
-
10.3
49.3
59.6
(0.4 )
(10.6 )
48.6 $
3.1
3.3
1.6
5.1
13.1
19.7
32.8
0.7
(4.5)
29.0
(1) During 2013, the Company was in advanced negotiations to sell several operating properties within its Mexico
portfolio. Based upon the allocation of the estimated selling prices, the Company determined that the estimated fair
values of certain of the properties were below their respective current carrying value. As such, the Company
recorded impairment charges of $58.2 million relating to these assets. This amount is subject to change based upon
finalization of contract terms, closing costs, additional cash amounts received as earn outs and fluctuations in the
Mexican Peso exchange rate (see Footnote 22).
(2) During 2013, the Company recorded $18.5 million, before an income tax benefit of $6.4 million and noncontrolling
interests of $1.0 million, in impairment charges primarily related to two land parcels and four operating properties
based upon purchase prices or purchase price offers.
(3) Based upon a review of the debt maturity status and the likelihood of foreclosure of the underlying property within
one of the Company’s preferred equity investments, the Company believes it will not recover its investment and as
such recorded a full impairment of $2.6 million, before an income tax benefit of $1.1 million, on its investment during
2013.
68
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(4) During 2013, the Company reviewed the underlying cause of the decline in value of a cost method investment, as
well as the severity and the duration of the decline and determined that the decline was other-than-temporary.
Impairment charges were recognized based upon the calculation of an estimated fair value of $4.7 million using a
discounted cash flow model.
(5) During 2012, the Company recognized an aggregate impairment charge of $7.6 million, before income tax benefit of
$2.9 million, relating to its investment in four land parcels. The estimated aggregate fair value of these properties was
based upon purchase price offers.
(6) During 2011, the Company recognized an aggregate impairment charge of $3.1 million, before income tax benefit of
$1.1 million, relating to a portion of an operating property and four land parcels. The estimated aggregate fair value
of these properties was based upon purchase price offers.
(7) Based upon a review of the debt maturity status and the likelihood of foreclosure of the underlying property within
one of the Company’s preferred equity net leased investment, the Company believed it would not recover its
investment and as such recorded a full impairment of $2.7 million on its investment during 2012.
(8) During 2011, two properties within two of the Company’s preferred equity investments were in default of 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.
(9) 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 held 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.
In addition to the impairment charges above, the Company recognized pretax impairment charges during 2013, 2012 and
2011 of $29.5 million, $11.1 million, and $14.1 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 (see Footnote 7).
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.
7. 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 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, 2013 and 2012 (in millions, except number of properties):
Average
Ownership
Interest
As of December 31, 2013
Gross
Real
Estate
Number of
Properties GLA
The
Company's
Investment
Average
Ownership
Interest
As of December 31, 2012
Gross
Number
Real
of
Estate
Properties GLA
The
Company's
Investment
15.0%
60
10.6 $ 2,724.0 $
179.7
15.0%
61 10.7 $ 2,744.9 $
170.1
48.6%
-
33.3%
57
12.0
1,496.0
-
39
21
-
5.6
3.4
-
1,095.3
520.1
163.6
1.1
100.3
29.5
45.0%
17.9%
-
37.7%
58
40
-
22
12.4 1,543.2
140.3
5.7 1,260.1
-
-
3.6
547.7
58.4
-
31.3
(2) (10)* ...................................
37.9%
The Canada Pension Plan
Investment Board
(“CPP”) (2) ..............................
55.0%
6
2.4
437.4
144.8
55.0%
6
2.4
436.1
149.5
69
Venture
Prudential Investment
Program (“KimPru”
and “KimPru II”)
(1) (2) (11) ..............................
Kimco Income Opportunity
Portfolio (“KIR”) (2)
(7) (15) ......................................
UBS Programs (“UBS”)
(2) (8) (14)* ...........................
Kimstone (2) (14) ........................
BIG Shopping Centers
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Average
Ownership
Interest
As of December 31, 2013
Gross
Real
Estate
Number of
Properties GLA
The
Company's
Investment
Average
Ownership
Interest
As of December 31, 2012
Gross
Number
Real
of
Estate
Properties GLA
The
Company's
Investment
Venture
Kimco Income Fund
(2)(6) ..........................................
SEB Immobilien (2) .....................
Other Institutional
Programs (2) (9) ...................
RioCan ...............................................
Intown (3) ........................................
Latin America (13) (16) ...........
Other Joint Venture
Programs (4) (5) (12) ........
Total ...................................................
39.5%
15.0%
Various
50.0%
-
Various
Various
* Ownership % is a blended rate
12
13
56
45
-
28
1.5
1.8
2.1
9.3
-
3.7
288.7
361.9
385.3
1,314.3
-
313.2
50.6
0.9
16.8
156.3
-
156.7
75
412
11.5
63.9
1,548.9
$
10,485.1
$
256.7
1,257.0
15.2%
15.0%
Various
50.0%
-
Various
Various
12
13
58
45
138
131
87
671
1.5
1.8
287.0
361.2
2.6
9.3
N/A
18.0
499.2
1,379.3
841.0
1,198.1
12.3
1.5
21.3
111.0
86.9
334.2
13.2
1,846.7
81.2 12,944.5
$
$
311.4
1,428.2
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 for the years ended
December 31, 2013, 2012 and 2011 (in millions):
Year ended December 31,
2012
2011
2013
KimPru and KimPru II (11) (21) (22) (23) ................................................... $
KIR (15) (24) ...............................................................................................................
UBS Programs (14) (25) .......................................................................................
Kimstone (14) .............................................................................................................
BIG Shopping Centers (10) (26) ......................................................................
CPP ...................................................................................................................................
Kimco Income Fund.................................................................................................
SEB Immobilien ..........................................................................................................
Other Institutional Programs (19) (27).........................................................
RioCan (20) .................................................................................................................
Intown ...........................................................................................................................
Latin America (13) (16) (17) ............................................................................
Other Joint Venture Programs (12) (18) (28) (29)...............................
Total ................................................................................................................................. $
9.1 $
25.3
1.8
3.6
3.0
5.8
3.3
1.1
1.4
27.6
1.4
103.1
22.2
208.7 $
7.4 $
23.4
0.5
-
(3.7)
5.3
1.7
0.7
5.0
30.4
4.0
15.8
22.4
112.9 $
(1.6)
17.3
(0.8)
-
(2.9)
5.2
1.0
-
5.0
19.7
(1.9)
12.5
10.0
63.5
(1) 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.
(2) The Company manages these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property
management fees, asset management fees and construction management fees.
(3) The Company’s share of this investment was subject to fluctuation and dependent upon property cash flows. During June 2013, the
Intown portfolio was sold for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction
resulted in a deferred gain to the Company of $21.7 million. The Company maintains its guarantee on a portion of the debt ($139.7
million as of December 31, 2013) assumed by the buyer. The guarantee is collateralized by the buyer’s ownership interest in the
portfolio. The Company is entitled to a guarantee fee, for the initial term of the loan, which is scheduled to mature in December 2015.
The guarantee fee is calculated based upon the difference between LIBOR plus 1.15% and 5.0% per annum multiplied by the
outstanding amount of the loan. Additionally, the Company has entered into a commitment to provide financing up to the outstanding
amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of
extensions with the current lender, loans from a new lender or financing directly from the Company to the buyer. Due to this
continued involvement, the Company deferred its gain until such time that the guarantee and commitment expire.
(4) During the year ended December 31, 2013, 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.
(5) During the year ended December 31, 2013, two joint ventures in which the Company held noncontrolling interests sold two
operating properties to the Company, in separate transactions, for an aggregate sales price of $228.8 million. The Company
evaluated these transactions pursuant to the FASB’s Consolidation guidance. As such, the Company recognized an aggregate gain of
$30.9 million, before income tax, from the fair value adjustment associated with its original ownership due to a change in control and
now consolidates these operating properties.
70
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(6) During the year ended December 31, 2013, the Company purchased an additional 24.24% interest in Kimco Income Fund for
$38.3 million.
(7) During the year ended December 31, 2013, the Company purchased an additional 3.57% interest in KIR for $48.4 million.
(8) During the year ended December 31, 2013, UBS sold an operating property to the Company for a sales price of $32.7 million,
which was equal to the remaining debt balance. The Company evaluated this transaction pursuant to the FASB’s Consolidation
guidance. As such the Company recognized no gain or loss from a change in control and now consolidates this operating property.
(9) During the year ended December 31, 2013, a joint venture in which the Company held a noncontrolling interest sold an operating
property to the Company for a sales price of $14.2 million. The Company evaluated this transaction pursuant to the FASB’s
Consolidation guidance. As such the Company recognized a gain of $0.5 million from the fair value adjustment associated with the
Company’s original ownership due to a change in control and now consolidates this operating property.
(10) During the year ended December 31, 2013, BIG recognized a gain on early extinguishment of debt of $13.7 million related to a
property that was foreclosed on by a third party lender. The Company’s share of this gain was $2.4 million.
(11) During the year ended December 31, 2013, the Company purchased the remaining interest in an operating property for a
purchase price of $15.8 million. As a result of this transaction, KimPru recognized an impairment charge of $4.0 million, of which
the Company’s share was $0.6 million.
(12) During the year ended December 31, 2013, joint ventures in which the Company has noncontrolling interests sold six operating
properties, in separate transactions, for an aggregate sales price of $132.1 million. In connection with these transactions, the
Company recognized its share of the aggregate gains of $6.1 million and aggregate impairment charges of $1.5 million.
(13) During the year ended December 31, 2013, joint ventures in which the Company held noncontrolling interests sold 20 operating
properties located throughout Mexico and Chile for $341.9 million. These transactions resulted in an aggregate net gain to the
Company of $22.9 million, after tax, which represents the Company's share.
(14) During June 2013, the Company increased its ownership interest in the UBS Programs to 33.3% and simultaneously UBS
transferred its remaining 66.7% ownership interest in the UBS Programs to affiliates of Blackstone Real Estate Partners VII
(“Blackstone”). Both of these transactions were based on a gross purchase price of $1.1 billion. Upon completion of these
transactions, Blackstone and the Company entered into a new joint venture (Kimstone) in which the Company owns a 33.3%
noncontrolling interest.
(15) During the year ended December 31, 2013, KIR sold an operating property in Cincinnati, OH for a sales price of $30.0 million and
recognized a gain of $6.1 million. The Company’s share of this gain was $3.0 million.
(16) During the year ended December 31, 2013, the Company and its joint venture partner sold their noncontrolling ownership
interest in a joint venture which held interests in 84 operating properties located throughout Mexico for $603.5 million (including
debt of $301.2 million). The Company's share of the net gain of $78.2 million, before income taxes of $25.1 million.
(17) The Company is currently in advanced negotiations to sell 10 operating properties located throughout Mexico, which are held in
unconsolidated joint ventures in which the Company holds noncontrolling interests. Based upon the allocation of the selling price,
the Company has recorded its share of impairment charges of $9.4 million on six of these properties.
(18) During the year ended December 31, 2012, two joint ventures in which the Company holds noncontrolling interests sold two
properties, in separate transactions, for an aggregate sales price of $118.0 million. The Company’s share of the aggregate gain
related to these transactions was $8.3 million.
(19) During the year ended December 31, 2012, a joint venture in which the Company holds a noncontrolling interest sold two
encumbered operating properties to the Company for an aggregate sales price of $75.5 million. As a result of this transaction, the
Company recognized promote income of $2.6 million. Additionally, another joint venture in which the Company holds a
noncontrolling interest sold an operating property to the Company for a sales price of $127.0 million. As a result of this
transaction, the Company recognized promote income of $1.1 million.
(20) 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 the RioCan portfolio.
(21) KimPru recognized impairment charges of $6.5 million related to the sale of two properties and $53.6 million related to the
potential foreclosure of two properties during the years ended December 31, 2012 and 2011, 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 and 2011 were $0.8 million and $6.0
million, respectively.
(22) 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.
(23) KimPru II recognized impairment charges of $7.3 million for the year ended December 31, 2011, related to the foreclosure of one
operating property. 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 this
operating property. As such, the Company’s share of this impairment charge for the year ended December 31, 2011 was $1.0
million.
(24) KIR recognized an impairment charge of $4.6 million related to the sale of one operating property for the year ended December
31, 2011. The Company’s share of this impairment charge was $2.1 million for the year ended December 31, 2011.
71
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(25) 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.
(26) During the year ended December 31, 2012, BIG recognized an impairment charge of $9.0 million on a property that was
foreclosed upon in 2013. The Company’s share of this impairment charge was $0.9 million.
(27) 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.
(28) 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.
(29) 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 million (USD $2.4 million). As a result, the Company recorded its share of an impairment charge
of USD $5.2 million, before income taxes.
The table below presents debt balances within the Company’s joint venture investments for which the Company held
noncontrolling ownership interests at December 31, 2013 and 2012 (dollars in millions):
As of December 31, 2013
As of December 31, 2012
Mortgages
and
Notes
Payable
Venture
KimPru and KimPru II .................... $
KIR ..........................................................
UBS Programs ...................................
Kimstone ..............................................
BIG Shopping Centers .................
CPP .........................................................
Kimco Income Fund .......................
SEB Immobilien ................................
RioCan ..................................................
Intown ...................................................
Other Institutional
923.4
889.1
-
749.9
406.5
138.6
158.0
243.8
743.7
-
Average
Interest
Rate
5.53%
5.05%
-
4.62%
5.39%
5.23%
5.45%
5.11%
4.59%
-
Average
Remaining
Term
(months)**
35.0
75.1
-
39.3
40.1
19.0
8.7
43.3
48.0
-
Programs .....................................
272.9
5.32%
Other Joint Venture
Programs .....................................
Total ..................................................... $
1,063.1
5,589.0
5.53%
31.0
60.6
** Average remaining term includes extensions
KIR -
Mortgages
and
Notes
Payable
Average
Interest
Rate
1,010.2 5.54%
914.6 5.22%
691.9 5.40%
$
-
-
443.8 5.52%
141.5 5.19%
161.4 5.45%
243.8 5.11%
923.2 5.16%
614.4 4.46%
310.5 5.24%
1,612.2 5.70%
7,067.5
$
Average
Remaining
Term
(months)**
44.5
78.6
39.1
-
45.5
31.0
20.7
55.3
41.2
46.1
39.0
57.8
The Company holds a 48.6% 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.
72
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company’s equity in income from KIR for the year ended December 31, 2013 and 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 ..............................................................................................................................
Members’ capital ..........................................................................................................................
$
December 31,
2013
2012
1,064.2 $
81.9
1,146.1 $
889.1 $
21.8
235.2
1,146.1 $
1,134.2
87.7
1,221.9
914.6
26.8
280.5
1,221.9
Revenues from rental property ....................................................... $
Operating expenses ...............................................................................
Interest expense ......................................................................................
Depreciation and amortization ........................................................
Impairment charges ................................................................................
Other expense, net ................................................................................
Income from continuing operations ..............................................
Discontinued Operations: ..................................................................
Income from discontinued operations ...................................
Impairment on dispositions of properties.............................
Gain on dispositions of properties ...........................................
Net income ................................................................................................ $
RioCan Investments -
Year Ended December 31,
2012
2011
2013
198.2 $
(54.2)
(47.8)
(39.1)
-
(0.6)
(141.7)
56.5
1.5
(9.8)
6.1
54.3 $
191.8 $
(51.3)
(54.0)
(39.2)
-
(1.3)
(145.8)
46.0
2.3
(0.1)
-
48.2 $
190.0
(52.5)
(58.8)
(36.8)
(0.3)
(2.6)
(151.0)
39.0
(0.1)
(4.8)
-
34.1
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,
2013
2012
1,106.2 $
43.8
1,150.0 $
743.7 $
13.0
393.3
1,150.0 $
1,189.9
43.7
1,233.6
923.2
18.1
292.3
1,233.6
73
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Year ended December 31,
2012
2011
2013
Revenues from rental properties .................................................................... $
209.9 $
213.3 $
209.2
Operating expenses ...............................................................................................
Interest expense .......................................................................................................
Depreciation and amortization ........................................................................
Other (expense)/income, net ...........................................................................
(76.9)
(40.1)
(36.0)
(1.8)
(154.8)
Net income ................................................................................................................. $
55.1 $
(78.1)
(51.9)
(37.3)
14.7
(152.6)
60.7 $
(73.0)
(57.5)
(36.8)
(0.2)
(167.5)
41.7
Summarized financial information for the Company’s investment and advances in real estate joint ventures (excluding KIR
and the RioCan Ventures, which are 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,
2013
2012
$
$
$
$
6,601.8 $
390.1
6,991.9 $
- $
3,956.2
-
102.0
19.2
2,914.5
6,991.9 $
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
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/(loss) on dispositions of properties ................................................
Net income .................................................................................................................. $
Year Ended December 31,
2012
2013
2011
935.1 $
(297.6)
(253.6)
(242.0)
(32.3)
(14.5)
(840.0)
95.1
12.1
(5.0)
223.4
325.6 $
1,066.8 $
(348.1)
(306.9)
(277.6)
(25.9)
(11.3)
(969.8)
97.0
(4.0)
(21.1)
94.5
166.4 $
1,109.3
(388.8)
(329.4)
(322.6)
(13.5)
7.4
(1046.9)
62.4
30.6
(75.7)
(0.1)
17.2
Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with certain real
estate joint ventures totaling $41.5 million and $21.3 million at December 31, 2013 and 2012, 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, 2013 and 2012, the Company’s
carrying value in these investments is $1.3 billion.
74
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
8. 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, 2013, the Company’s net investment under the Preferred Equity program was $236.9
million relating to 483 properties, including 392 net leased properties. For the year ended December 31, 2013, the
Company earned $43.0 million from its preferred equity investments, including $20.8 million in profit participation earned
from 16 capital transactions. For the year ended 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.
During 2013, the Company amended one of its Canadian preferred equity agreements to restructure its investment, into a
pari passu joint venture investment in which the Company holds a noncontrolling interest. As a result of the amendment,
the Company continues 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 to real estate joint ventures within the Company’s
Consolidated Balance Sheets.
During 2013, a preferred equity investment in a portfolio of properties was acquired by the Company. As a result of this
transaction, the Company now consolidates this investment. The Company evaluated this transaction pursuant to the
FASB’s Consolidation guidance and as such recognized a change in control loss of $9.6 million, from the fair value
adjustment associated with the Company’s original ownership. The Company’s estimated fair value relating to the change in
control loss was based upon a discounted cash flow model that included all estimated cash inflows and outflows over a
specified holding period. The capitalization rate, and discount rate utilized in this model were based upon rates that the
Company believes to be within a reasonable range of current market rates.
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 bore interest at a rate of
7.0% and was paid off in October 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 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 consisted 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,
2013, the remaining 392 properties were encumbered by third party loans aggregating $336.0 million with interest rates
ranging from 5.08% to 10.47% with a weighted-average interest rate of 9.2% and maturities ranging from one to nine years.
The Company recognized $13.2 million, $14.0 million and $12.7 million in equity in income from this investment during the
years ended December 31, 2013, 2012 and 2011, 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, 2013 and 2012, the Company’s invested capital in its preferred equity investments
approximated $236.9 million and $287.8 million, respectively.
75
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,
2013
2012
571.7 $
676.1
1,247.8 $
878.1 $
26.1
343.6
1,247.8 $
824.7
719.1
1,543.8
1,116.9
51.8
375.1
1,543.8
Year Ended December 31,
2012
2011
2013
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 .................................................................................................
$
$
159.5 $
(34.8)
(55.2)
(24.0)
-
(7.1)
38.4
20.8
59.2 $
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
(a) Represents an impairment charge against one master leased pool due to decline in fair market value.
Kimsouth -
Kimsouth Realty Inc. (“Kimsouth”) is a wholly-owned subsidiary of the Company that holds a 13.6% noncontrolling interest
in a joint venture which owns a portion of Albertson’s Inc. During the year ended December 31, 2013, the Company
funded an aggregate $70.8 million as its participation in a transaction with Supervalu, Inc. (“SVU”) through a consortium led
by Cerberus Capital Management, L.P. This investment included a contribution of $22.3 million to acquire 414 Albertsons
locations from SVU through the Company’s existing joint venture in Albertsons in which the Company now holds a 13.6%
noncontrolling ownership interest. The Company recorded this additional investment in Other real estate investments on
the Company’s Consolidated Balance Sheets and will continue to account for its investment in this joint venture under the
equity method of accounting. During the year ended December 31, 2013, the Company recorded $16.5 million in equity
losses from operations in this joint venture, which is included in Equity in income from other real estate investments, net on
the Company’s Consolidated Statements of Income. As such, the Company’s investment in its Albertsons joint venture as
of December 31, 2013, was $5.8 million. Also included in this aggregate funding is the Company’s contribution of $14.9
million to fund its 15% noncontrolling investment in NAI Group Holdings Inc., a C-corporation, to acquire four grocery
banners (Shaw’s, Jewel-Osco, Acme and Star Market) totaling 456 locations from SVU. The Company recorded this
investment in Other assets on the Company’s Consolidated Balance Sheets and will account for this investment under the
cost method of accounting. Additionally, as part of this overall funding, the Company acquired 8.2 million shares of SVU
common stock for $33.6 million, which is recorded in Marketable securities on the Company’s Consolidated Balance
Sheets.
During 2012, the Albertsons 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, and is included in
Equity in income from other real estate investments, net on the Company’s Consolidated Statements of Income.
76
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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, 2013, 2012 and
2011, was $0.9 million, $0.9 million and $0.8 million, respectively. These amounts represent sublease revenues during the
years ended December 31, 2013, 2012 and 2011, of $3.6 million, $3.9 million and $5.1 million, respectively, less related
expenses of $2.7 million, $3.0 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):
2014, $3.9 and $2.4; 2015, $3.1 and $2.0; 2016, $2.7 and $1.7; 2017, $2.1 and $1.2; 2018, $1.5 and $0.7, and thereafter,
$0.09 and $0.06, 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.
As of December 31, 2013, 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 $17.9 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, 2013 and 2012, 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 ...................................................................................
$
$
2013
2012
15.9 $
30.3
(16.1 )
(19.9 )
10.2 $
24.0
30.3
(19.0)
(27.6)
7.7
9. Variable Interest Entities:
Consolidated Ground-Up Development Projects
Included within the Company’s ground-up development projects at December 31, 2013, 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, 2013, total assets of these ground-up development VIEs were $88.3 million and total liabilities were $0.1
million. The classification of these assets is primarily within Real estate under development in the Company’s Consolidated
Balance Sheets and the classifications of liabilities are primarily within Accounts payable and accrued expenses on the
Company’s Consolidated Balance Sheets.
77
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Substantially all of the projected development costs to be funded for these ground-up development VIEs, aggregating $33.7
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.
Unconsolidated Ground-Up Development
Also included within the Company’s ground-up development projects at December 31, 2013, 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 partner
and therefore does not have a controlling financial interest.
The Company’s investment in this VIE was $18.2 million as of December 31, 2013, which is included in Real estate under
development in the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its
involvement with this VIE is estimated to be $19.6 million, which primarily represents the Company’s current investment
and estimated future funding commitments of $1.4 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, 2013, 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 redevelop 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 redevelopment 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, 2013, the Company’s investment in this VIE was a negative $11.1 million, due to the fact that the
Company had a remaining capital commitment obligation, which is included in Other liabilities in the Company’s
Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is
estimated to be $11.1 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 redevelopment
will be funded with capital contributions from the Company and the outside partner in accordance with their respective
ownership percentages.
10. 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,
2013, see Financial Statement Schedule IV included in this annual report on Form 10-K.
78
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The following table reconciles mortgage loans and other financing receivables from January 1, 2011 to December 31, 2013
(in thousands):
2013
2012
2011
70,704 $
102,972 $
108,493
Balance at January 1 .................................................................................................. $
Additions: .......................................................................................................................
New mortgage loans ..........................................................................................
Additions under existing mortgage loans ................................................
Foreign currency translation ............................................................................
Amortization of loan discounts .....................................................................
Deductions:
8,527
7,810
-
653
Loan repayments/foreclosures ......................................................................
Charge off/foreign currency translation ....................................................
Collections of principal ......................................................................................
Amortization of loan costs ..............................................................................
Balance at December 31 ....................................................................................... $
(53,640)
(1,260)
(2,529)
(22)
30,243 $
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
The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2013, the
Company had a total of 16 loans aggregating $30.2 million all of which were identified as performing loans.
During 2013, the Company foreclosed on two non-performing loans, in separate transactions, for an aggregate $25.6
million. As such, the Company acquired 59.24 acres of undeveloped land located in Westbrook, Maine and 427 acres of
undeveloped land located in Brantford, Ontario, which was the collateral under each of the respective loans. The carrying
values of the mortgage receivables did not exceed the fair values of the underlying collateral upon foreclosure.
11. Marketable Securities:
The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2013 and
2012, are as follows (in thousands):
December 31, 2013
Gross
Unrealized
Gains
Estimated
Fair Value
Amortized
Cost
Available-for-sale:
Equity securities ..................................................................................................... $
33,728 $
25,995 $
59,723
Held-to-maturity:
Debt securities .......................................................................................................
Total marketable securities ................................................................................... $
3,043
36,771 $
59
26,054 $
3,102
62,825
December 31, 2012
Gross
Unrealized
Gains
Estimated
Fair Value
Amortized
Cost
Available-for-sale:
Equity securities ..................................................................................................... $
14,205 $
19,223 $
33,428
Held-to-maturity:
Debt securities .......................................................................................................
Total marketable securities ................................................................................... $
3,113
17,318 $
284
19,507 $
3,397
36,825
During 2013, 2012 and 2011, the Company received $26.4 million, $0.2 million and $188.0 million in proceeds from the
sale/redemption of certain marketable securities, respectively. In connection with these transactions, during 2013, 2012 and
2011 the Company recognized (i) gross realizable gains of $12.1 million, $0.0 million and $0.8 million, respectively, (ii)
foreign currency gains of $0.0 million, $0.0 million and $1.6 million, respectively, and (iii) gross realizable losses of $0.0
million, $0.0 million and $0.3 million, respectively.
79
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
As of December 31, 2013, the contractual maturities of debt securities classified as held-to-maturity are as follows: after
one year through five years, $2.2 million; and after five years through 10 years, $0.8 million. Actual maturities may differ
from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties.
12. Notes Payable:
As of December 31, 2013 and 2012 the Company’s Notes Payable consisted of the following (dollars in millions):
Senior Unsecured Notes .....................
Medium Term Notes ..............................
U.S. Term Loan (d) ..................................
Canadian Notes Payable .......................
Credit Facility ...............................................
Mexican Term Loan ...............................
Balance at
12/31/13
$
$
1,140.9
1,044.6
400.0
329.5
194.5
76.5
3,186.0
Balance at
12/31/12
Senior Unsecured Notes ..................... $
Medium Term Notes ..............................
U.S. Term Loan ..........................................
Canadian Notes Payable .......................
Credit Facility ...............................................
Mexican Term Loan .................................
Other Notes Payable ..............................
$
965.9
1,144.6
400.0
352.4
249.9
76.9
2.4
3,192.1
Interest Rate
Range (Low)
3.13%
4.30%
(a)
3.86%
(a)
(c)
Interest Rate
Range (High)
6.88%
5.78%
(a)
5.99%
(a)
(c)
Maturity Date
Range (Low)
Jun-2014
Jun-2014
Apr-2014
Apr-2018
Oct-2015
Mar-2018
Maturity Date
Range (High)
Jun-2023
Feb-2018
Apr-2014
Aug-2020
Oct-2015
Mar-2018
Interest Rate
Range (Low)
4.70%
4.30%
(a)
5.18%
(a)
8.58%
(b)
Interest Rate
Range (High)
6.88%
5.78%
(a)
5.99%
(a)
8.58%
(b)
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
(a)
(b)
(c)
(d)
Interest rate is equal to LIBOR + 1.05% (1.22% and 1.26% at December 31, 2013 and 2012, respectively).
Interest rate is equal to LIBOR + 3.50% (5.50% at December 31, 2012).
Interest rate is equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% (5.15% at December 31, 2013).
During January 2014, the Company exercised its one-year extension option to extend the maturity date to April 17, 2015.
The weighted-average interest rate for all unsecured notes payable is 4.37% as of December 31, 2013. The scheduled
maturities of all unsecured notes payable as of December 31, 2013, were as follows (in millions): 2014, $694.7; 2015,
$544.5; 2016, $300.0; 2017, $290.9; 2018, $517.7 and thereafter, $838.2.
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 the Company’s 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.
80
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
During May 2013, the Company issued $350.0 million of 10-year Senior Unsecured Notes at an interest rate of 3.125%
payable semi-annually in arrears which are scheduled to mature in June 2023. Net proceeds from the issuance were $344.7
million, after related transaction costs of $0.5 million. The proceeds from this issuance were used for general corporate
purposes including the partial reduction of borrowings under the Company’s revolving credit facility and the repayment of
$75.0 million senior unsecured notes which matured in June 2013.
During July 2013, a wholly-owned subsidiary of the Company issued $200.0 million Canadian denominated (“CAD”) Series
4 unsecured notes on a private placement basis in Canada. The notes bear interest at 3.855% and are scheduled to mature
on August 4, 2020. Proceeds from the notes were used to repay the Company’s CAD $200.0 million 5.180% unsecured
notes, which matured on August 16, 2013.
During the years ended December 31, 2013 and 2012, the Company repaid the following notes (dollars in millions):
Date Issued
Amount
Repaid
Interest Rate Maturity Date
Oct-03
Oct-06
Oct-06
Nov-02
July-02
$
$
$
$
$
100.0
75.0
100.0
198.9
17.0
5.19%
4.70%
6.125%
6.00%
5.98%
Oct-13
Jun-13
Jan-13
Nov-12
July-12
Date Paid
Oct-13
Jun-13
Jan-13
Nov-12
July-12
Type
MTN
Senior Note
Senior Note
Senior Note
MTN
Credit Facility –
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, 2013, the Credit Facility had a balance of $194.5 million outstanding and $3.3 million
appropriated for letters of credit.
U.S. Term Loan -
The Company has 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. During January 2014, the Company exercised the first of its
one-year extension options to extend the maturity date to April 17, 2015.
Mexican Term Loan -
During March 2013, the Company entered into a new five year 1.0 billion Mexican peso term loan which is scheduled to
mature in March 2018. This term loan bears interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35%
(5.15% as of December 31, 2013). The Company has the option to swap this rate to a fixed rate at any time during the
term of the loan. The Company used these proceeds to repay its 1.0 billion MXN term loan, which matured in March
2013 and bore interest at a fixed rate of 8.58%. As of December 31, 2013, the outstanding balance on this new term loan
was MXN 1.0 billion (USD $76.5 million).
81
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
13. Mortgages Payable:
During 2013, the Company (i) assumed $284.9 million of individual non-recourse mortgage debt relating to the acquisition
of nine operating properties, including an increase of $5.8 million associated with fair value debt adjustments, (ii) paid off
$256.3 million of mortgage debt that encumbered 14 properties and (iii) obtained $36.0 million of individual non-recourse
debt relating to three operating properties.
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.
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 (0.14% as of December 31, 2013) to 9.75% (weighted-average interest rate of 5.88% as of December 31, 2013).
The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable,
excluding unamortized fair value debt adjustments of $10.7 million, as of December 31, 2013, were as follows (in millions):
2014, $143.5; 2015, $176.2; 2016, $291.2; 2017, $178.0; 2018, $54.9 and thereafter, $180.9.
14. 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.
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
Number of Units Issued
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) ..........................................................
81,800,000 $
2,000 $
2,627 $
5,673 $
640,001 $
Par Value Per
Unit
1.00
Return Per
Annum
7.0%
10,000 LIBOR plus 2.0%
10,000
10,000
30.52
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.
82
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The following Units have been redeemed for cash as of December 31, 2013:
Units
Type
Preferred A Units ....................................................................................................................
Class A Preferred Units .........................................................................................................
Class B-1 Preferred Units ......................................................................................................
Class B-2 Preferred Units ......................................................................................................
Class C DownReit Units .......................................................................................................
Redeemed
2,200,000 $
2,000 $
2,438 $
5,576 $
61,804 $
Par Value
Redeemed
(in millions)
2.2
20.0
24.4
55.8
1.9
Noncontrolling interest relating to the remaining units was $111.4 million and $110.8 million as of December 31, 2013 and
2012, 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 the acquisition of these properties. 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, 2013 and 2012, noncontrolling interest relating to the units was $26.4 million.
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, 2013 and 2012 (in thousands):
Balance at January 1, ................................................................................................................
Issuance of redeemable units (1) ................................................................................
Unit redemptions ................................................................................................................
Fair market value adjustment, net ..............................................................................
Other .........................................................................................................................................
Balance at December 31, ......................................................................................................
$
$
2013
2012
81,076 $
5,223
-
(225)
79
86,153 $
95,074
-
(13,998)
-
-
81,076
(1) During the year ended December 31, 2013, the Company issued 5,223 units at $5.2 million of redeemable units, which
are redeemable at the option of the holder after one year and earn a yield of 6% per annum.
83
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
15. 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 disclosed. 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):
December 31,
2013
2012
Carrying
Amounts
Estimated
Fair Value
Carrying
Amounts
Estimated
Fair Value
Marketable Securities (1) ..................................................................
Notes Payable (2) ................................................................................
Mortgages Payable (3) .......................................................................
62,766 $
$
36,825
$ 3,186,047 $ 3,333,614 $ 3,192,127 $ 3,408,632
$ 1,035,354 $ 1,083,801 $ 1,003,190 $ 1,068,616
36,541 $
62,824 $
(1) As of December 31, 2013, $59.7 million of these assets’ estimated fair value were classified within Level 1 of the fair
value hierarchy and the remaining $3.1 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.
The Company has available for sale securities that must be measured under the FASB’s Fair Value Measurements and
Disclosures guidance. 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.
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, 2013.
The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December
31, 2013 and 2012, 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, 2013 and 2012 (in thousands):
Balance at
December
31, 2013
Level 1
Level 2
Level 3
Marketable equity securities ......................................................................... $
59,723 $
59,723 $
- $
-
84
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Balance at
December
31, 2012
Level 1
Level 2
Level 3
Marketable equity securities ...............................................................
$
33,428 $
33,428 $
- $
-
Assets measured at fair value on a non-recurring basis at December 31, 2013 and 2012 are as follows (in thousands):
Balance at
December
31, 2013
Level 1
Level 2
Level 3
Real estate ....................................................................................................
Joint venture investments ....................................................................
Other real estate investments ...........................................................
Cost method investment .....................................................................
$
$
$
$
217,529 $
59,693 $
2,050 $
4,670 $
- $
- $
- $
- $
- $
- $
- $
- $
217,529
59,693
2,050
4,670
Balance at
December
31, 2012
Level 1
Level 2
Level 3
Real estate ...................................................................................................
$
52,505 $
- $
- $
52,505
During the year ended December 31, 2013, the Company recognized impairment charges of $190.2 million, of which
$98.8 million, before income taxes, is included in discontinued operations. These impairment charges consist of (i) $175.6
million related to adjustments to property carrying values, (ii) $10.4 million related to a cost method investment, (iii) $1.0
million related to certain joint venture investments and (iv) $3.2 million related to a preferred equity investment. During the
year ended December 31, 2012, the Company recognized impairment charges related to adjustments to property carrying
values of $59.6 million, of which $49.3 million, before income taxes and noncontrolling interests, is included in discontinued
operations.
The Company’s estimated fair values for the year ended December 31, 2013, were primarily based upon (i) estimated sales
prices from third party offers based on signed contracts relating to property carrying values and joint venture investments
and (ii) a discounted cash flow model relating to the Company’s cost method investment. The Company does not have
access to the unobservable inputs used by the third parties to determine these estimated fair values. The discounted cash
flows model includes all estimated cash inflows and outflows over a specified holding period. These cash flows were
comprised of unobservable inputs which include forecasted revenues and expenses based upon market conditions and
expectations for growth. The capitalization rate of 6.0% and discount rate of 9.5% which were utilized in this model were
based upon observable rates that the Company believes to be within a reasonable range of current market rates for the
respective investments.
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 third parties to determine these estimated fair values (see footnote 6 for additional
discussion related to these assets).
Based on these inputs the Company determined that its valuation of these investments was classified within Level 3 of the
fair value hierarchy. The property carrying value 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.
85
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
16. 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, 2013 and 2012
Series of
Preferred Stock
Series H ...................
Series I ......................
Series J ......................
Series K ....................
Shares
Authorized
Shares
Issued and
Outstanding
Liquidation
Preference
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
Dividend
Rate
6.90%
6.00%
5.50%
5.625%
Annual Dividend
per Depositary
Share
$
$
$
$
1.72500
1.50000
1.37500
1.40625
$
$
$
$
Par Value
1.00
1.00
1.00
1.00
Series of
Preferred Stock Date Issued
Depositary
Shares Issued
Fractional
Interest per
Share
Net Proceeds,
After Expenses
(in millions)
Offering/
Redemption
Price
Optional
Redemption
Date
Series H(1) ............. 8/30/2010
Series I (2) .............. 3/20/2012
Series J (3) .............. 7/25/2012
Series K (4) ............ 12/7/2012
(1) The net proceeds received from this offering were used to repay $150.0 million in mortgages payable and for general
7,000,000
16,000,000
9,000,000
7,000,000
8/30/2015
3/20/2017
7/25/2017
12/7/2017
1/100 $
1/1000 $
1/1000 $
1/1000 $
25.00
25.00
25.00
25.00
169.2
387.2
217.8
169.1
$
$
$
$
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.
The following Preferred Stock series were redeemed during the year ended December 31, 2012:
Series of
Preferred Stock Date Issued
Series F (1) ................
Series G (2) .............. 10/10/2007
6/5/2003
Depositary
Shares Issued
7,000,000 $
18,400,000 $
Redemption
Amount
(in millions)
175.0 $
460.0 $
Offering/
Redemption
Price
Optional
Redemption
Date
25.00
6/5/2008
25.00 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.
86
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 H Preferred Stock, Class I Preferred Stock, Class J Preferred Stock and Class K 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. The Company did not
repurchase any shares during the year ended December 31, 2013. 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.
Convertible Units –
The Company has various types of convertible units that were issued in connection with the purchase of operating
properties (see footnote 14). 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, 2013, is $33.2 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 1.6 million shares of Common Stock.
87
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
17. 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, 2013, 2012 and 2011 (in thousands):
Acquisition of real estate interests by assumption of
mortgage debt ................................................................................................................ $
Acquisition of real estate interests through foreclosure ................................. $
Acquisition of real estate interests by issuance of
2013
2012
2011
76,477
24,322
$
$
179,198 $ 117,912
-
- $
redeemable units .......................................................................................................... $
3,985
$
Acquisition of real estate interests through proceeds
held in escrow ................................................................................................................ $
42,892
$
- $
- $
Disposition of real estate interest by assignment of
mortgage debt ................................................................................................................ $
-
$
17,083 $
-
-
-
Disposition of real estate through the issuance of
unsecured obligation ................................................................................................... $
Issuance of common stock .............................................................................................. $
Surrender of common stock .......................................................................................... $
Declaration of dividends paid in succeeding period.......................................... $ 104,496
Consolidation of Joint Ventures: ..................................................................................
Increase in real estate and other assets ..............................................................
Increase in mortgage payable ...................................................................................
$ 228,200
$ 206,489
$
3,513
$
9,213
(3,891) $
$
13,475 $
18,115 $
(2,073) $
96,518 $
14,297
4,941
(596)
92,159
$
$
- $
- $
-
-
18. 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
3, 4, 7 and 19 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 2013, 2012 and 2011, the Company paid brokerage
commissions of $0.6 million, $0.8 million and $0.5 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 in which the Company and Ripco each held 50%
noncontrolling interests. The Company accounted for its investment in these joint ventures under the equity method of
accounting. During 2013, the one remaining joint venture investment with Ripco sold its only operating property for a sales
price of $3.5 million, which was encumbered by a $2.8 million loan, which was guaranteed by the Company. As a result of
this transaction the loan was fully repaid and the Company was relieved of the corresponding debt guarantee on the loan.
As such, as of December 31, 2013 the Company no longer held any joint venture investments with Ripco.
19. 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, 2013, 2012 and 2011.
88
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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): 2014, $704.8; 2015,
$649.6; 2016, $570.2; 2017, $483.0; 2018, $390.5 and thereafter; $1,913.9.
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 before allowances for the years ended December 31, 2013, 2012 and 2011 was $4.8 million, $6.2 million and $8.1
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): 2014, $12.3; 2015, $11.3; 2016, $10.4; 2017, $9.9; 2018, $8.8
and thereafter, $164.4.
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 had provided guarantees on interest bearing debt held within real estate joint. The
Company is often provided with a back-stop guarantee from its partners. The Company had the following outstanding
guarantees as of December 31, 2013 (amounts in millions):
Name of Joint Venture
Amount of
Guarantee
Maturity,
with
Interest rate
extensions
Terms
Type of debt
InTown Suites
LIBOR plus 1.15%
2015
(1)
Management, Inc. ................ $
139.7
Unsecured
credit facility
Victoriaville .......................................
$
2.3
3.92%
2020
Jointly and severally
with partner
Promissory note
(1)During June 2013, the Company sold its unconsolidated investment in the InTown portfolio for a sales price of $735.0 million which
included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The
Company continues to maintain its guarantee of a portion of the debt assumed by the buyer ($139.7 million as of December 31,
2013). The guarantee is collateralized by the buyer’s ownership interest in the portfolio. Additionally, the Company has entered into
a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date
of maturity. This commitment can be in the form of extensions with the current lender or a new lender or financing directly from
the Company to 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.
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, 2013, these letters of credit aggregated $31.9 million.
89
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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, 2013, there were
$21.1 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 cooperating 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, 2013.
20. Incentive Plans:
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, restricted stock
and performance shares, 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 for performance shares, both of which are intended to estimate the fair value of the awards at the grant
date. Fair value of restricted shares is calculated based on the price on the date of grant.
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 2013, 2012 and 2011 were as follows:
Year Ended December 31,
2012
2011
2013
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 .....................................
$
5.04
1.46%
6.25
35.95%
3.85%
4.52 $
1.04%
6.25
37.53%
3.94%
4.39
2.02%
6.25
36.82%
3.98%
Information with respect to stock options under the Plan for the years ended December 31, 2013, 2012, and 2011 are as
follows:
Options outstanding, January 1, 2011 .................................................
Exercised ........................................................................................................
Granted ..........................................................................................................
Expired ............................................................................................................
Forfeited .........................................................................................................
Options outstanding, December 31, 2011 ......................................
Exercised ........................................................................................................
Granted ..........................................................................................................
Forfeited .........................................................................................................
Shares
17,115,789
(444,368)
1,888,017
(655,748)
(793,098)
17,110,592
(1,495,432)
1,522,450
(579,613)
$
$
$
$
$
$
$
$
$
90
Weighted-
Average
Exercise Price
Per Share
Aggregate
Intrinsic
Value (in
millions)
18.0
8.0
$
$
28.32
14.71
18.77
16.40
23.74
28.14
19.84
18.78
28.73
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Options outstanding, December 31, 2012 ......................................
Exercised ........................................................................................................
Granted ..........................................................................................................
Forfeited .........................................................................................................
Options outstanding, December 31, 2013 ......................................
Options exercisable (fully vested)-
December 31, 2011 ...........................................................................
December 31, 2012 ...........................................................................
December 31, 2013 ...........................................................................
Weighted-
Average
Exercise Price
Per Share
Aggregate
Intrinsic
Value (in
millions)
28.42
23.15
21.55
31.38
28.79
30.77
31.57
31.24
$
$
$
$
$
14.9
13.1
3.9
7.7
8.2
Shares
16,557,997
(1,636,300)
1,354,250
(901,802)
15,374,145
12,459,598
12,830,255
12,039,439
$
$
$
$
$
$
$
$
The exercise prices for options outstanding as of December 31, 2013, 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, 2013, was 4.4 years. The weighted-average remaining contractual term of options
currently exercisable as of December 31, 2013, was 5.6 years. Options to purchase 8,049,534, 8,871,495 and 5,776,270,
shares of the Company’s common stock were available for issuance under the Plan at December 31, 2013, 2012 and 2011,
respectively. As of December 31, 2013, the Company had 3,334,706 options expected to vest, with a weighted-average
exercise price per share of $19.50 and an aggregate intrinsic value of $1.9 million.
Cash received from options exercised under the Plan was $30.2 million, $22.6 million and $6.5 million for the years ended
December 31, 2013, 2012 and 2011, respectively. The total intrinsic value of options exercised during 2013, 2012 and
2011, was $7.6 million, $7.0 million, and $1.5 million, respectively.
As of December 31, 2013, 2012 and 2011, the Company had restricted shares outstanding of 1,591,082, 1,562,912 and
832,726, respectively.
The Company recognized expense associated with its equity awards of $18.9 million, $17.9 million and $16.9 million, for
the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, the Company had $28.6
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 3.5 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. The Company did not
repurchase shares during 2013. 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.
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, 2013. The Company’s contributions to the plan were $2.1 million, $2.1 million, and $1.9 million for the
years ended December 31, 2013, 2012 and 2011, respectively.
The Company recognized severance costs associated with employee terminations during the years ended December 31,
2013, 2012 and 2011 of $4.3 million, $5.8 million and $1.7 million, respectively. The 2012 expense includes $2.5 million of
severance costs related to the departure of an executive officer during January 2012.
91
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
21. 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, 2013, 2012 and
2011 (in thousands):
2013
(Estimated)
2012
(Actual)
2011
(Actual)
GAAP net income attributable to the Company ........................... $
Less: GAAP net income 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 ..............................................
Foreign income tax from Mexico capital gains .................................
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 ............................................................. $
236,281 $
(5,950)
230,331
31,678
(11,731)
(255)
42,724
(48,296)
(42,641)
87,218
(27,155)
4,616
698
(4,544)
262,643 $
266,073 $
(5,249)
260,824
37,492
(16,050)
1,774
44,886
(77,853)
-
2,656
(2,620)
(7,205)
2,304
(3,416)
242,792 $
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
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.
Cash Dividends Paid and Dividends Paid Deductions (in thousands):
For the years ended December 31, 2013, 2012 and 2011 cash dividends paid exceeded the dividends paid deduction and
amounted to $400,354, $382,722, and $353,764, respectively.
92
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Characterization of Distributions:
The following characterizes distributions paid for the years ended December 31, 2013, 2012 and 2011, (in thousands):
2013
2012
2011
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 .......................................................
$
Preferred K Dividends
Ordinary income ........................................... $
Capital gain .......................................................
$
-
-
-
-
-
-
8,694
3,381
12,075
17,280
6,720
24,000
8,910
3,465
12,375
6,064
2,358
8,422
Common Dividends
Ordinary income ........................................... $ 158,001
Capital Gain .....................................................
61,827
123,654
Return of capital ............................................
$ 343,482
Total dividends distributed ...................... $ 400,354
Taxable REIT Subsidiaries (“TRS”) and Taxable Entities:
-%
-%
-%
-%
-%
-%
72%
28%
100%
72%
28%
100%
72%
28%
100%
72%
28%
100%
46%
18%
36%
100%
$
$
$
$
$
$
$
$
$
$
$
$
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
94%
$
6%
100% $
94%
$
6%
100% $
94%
$
6%
100% $
94%
$
6%
100% $
94%
$
6%
100% $
-
-
-
-% $
-%
-% $
11,638
-
11,638
35,650
-
35,650
13,584
-
13,584
-
-
-
-
-
-
-
-
-
100%
-%
100%
100%
-%
100%
100%
-%
100%
-%
-%
-%
-%
-%
-%
-%
-%
-%
$ 222,751
15,469
71,156
$ 309,376
$ 382,722
$ 208,832
72%
-
5%
23%
84,060
100% $ 292,892
$ 353,764
71%
-%
29%
100%
The Company is subject to federal, state and local income taxes on income reported through its TRS activities, which
include wholly owned subsidiaries of the Company. The Company’s TRS consists of Kimco Realty Services ("KRS"), which
due to a merger on April 1, 2013 includes FNC Realty Corporation (“FNC”), and the consolidated entity, Blue Ridge Real
Estate Company/Big Boulder Corporation. On April 2, 2013, the Company contributed its interest in FNC to KRS and KRS
acquired all of the outstanding stock of FNC in a reverse cash merger. The Company is also subject to local non-U.S. taxes
on certain investments located outside the U.S.
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. Although Brazil levies a 0.38% transaction tax on return of capital
distributions, the Company as of December 31, 2013 no longer owns assets located in Brazil. During 2013, 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.
93
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, 2013,
2012, and 2011, are summarized as follows (in thousands):
Income/(loss) before income taxes – U.S. .............................................. $
(Provision)/benefit for income taxes, net: ...............................................
Federal :
Current ..........................................................................................................
Deferred .......................................................................................................
Federal tax (provision)/benefit ...................................................................
State and local:
Current ..........................................................................................................
Deferred .......................................................................................................
State tax (provision)/benefit ........................................................................
Total tax (provision)/benefit – U.S. .............................................................
Net income 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 ..................................................................................... $
2013
2012
2011
(4,849) $
8,390 $
36,077
(1,647)
9,725
8,078
1,159
1,562
2,721
10,799
5,950 $
188,215 $
(30,102) $
2,045
(28,057) $
(503)
(535)
(1,038)
(1,543)
(560)
(2,103)
(3,141)
5,249 $
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)
The Company’s deferred tax assets and liabilities at December 31, 2013 and 2012, were as follows (in thousands):
Deferred tax assets:
Tax/GAAP basis differences ............................................................................................... $
Net operating losses ...............................................................................................................
Related party deferred losses ............................................................................................
Tax credit carryforwards ......................................................................................................
Capital loss carryforwards ....................................................................................................
Charitable contribution carryforwards..........................................................................
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 ............................................................................................................. $
2013
2012
50,133 $
72,716
6,214
3,773
3,867
-
50,920
(25,045)
(38,667)
123,911
(21,302)
(11,367)
91,242 $
68,623
43,483
6,214
3,815
647
3
62,548
(33,783)
(38,129)
113,421
(9,933)
(13,263)
90,225
As of December 31, 2013, the Company had net deferred tax assets of $91.2 million comprised of (i) $28.8 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 $21.3 million of deferred tax liabilities, (ii) $30.1 million and $17.5
million for the tax effect of net operating loss carryovers within KRS and FNC, respectively, net of a valuation allowance
within FNC of $25.0 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) $3.9 million for capital loss carryovers, and (vi) $0.9 million
of deferred tax assets related to its investments in Canada and Latin America, net of a valuation allowance of $38.7 million
and deferred tax liabilities of $11.4 million. General business tax credit carryovers of $2.5 million within KRS expire during
taxable years from 2027 through 2032, and alternative minimum tax credit carryovers of $1.3 million do not expire.
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 $0.9 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.
94
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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, 2013 and 2012. 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, 2013, KRS produced $72.6 million of net operating loss carryovers, which expire from
2030 to 2033. For the year ended December 31, 2012, KRS produced $9.5 million of taxable income and utilized $9.5
million of its $22.1 million net operating loss carryovers. At December 31, 2013 and 2012, FNC had $106.3 million and
$101.3 million, respectively, of net operating loss carryovers that expire from 2021 through 2023.
During 2013, the Company determined that a reduction of $8.7 million of the valuation allowance against FNC’s deferred
tax assets was deemed appropriate based on expected future taxable income. The Company maintained a valuation
allowance of $25.0 million within FNC to reduce the deferred tax asset of $42.5 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, 2013, the Company had total deferred tax assets of $43.7 million relating to its
Latin American investments with an aggregate valuation allowance of $38.7 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, 2013, the Company determined that no valuation allowance was needed against a $71.7 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 six 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 or selling certain built-in gain
assets.
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 sufficient taxable income to absorb a reversal of the
Company's deductible temporary differences, including net operating loss carryovers. Based on this analysis, the Company
concluded it is more likely than not that KRS’s net deferred tax asset of $71.7 million (excluding net deferred tax assets of
FNC discussed above) will be realized and therefore, no valuation allowance is needed at December 31, 2013. 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.
95
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Provision/(benefit) 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)/provision at statutory tax rate (35%)................ $
State and local (benefit)/provision, net of federal benefit...........
Acquisition of FNC ..........................................................................................
Other .......................................................................................................................
Total tax (benefit)/provision – U.S. .................................................... $
(1,697) $
(205)
(9,126)
229
(10,799) $
2,936 $
230
-
(25 )
3,141 $
12,627
1,683
-
2,195
16,505
2013
2012
2011
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. As was
discussed in Footnote 1 regarding new accounting pronouncements, the Company early adopted ASU 2013-11
prospectively and reclassified a portion of its reserve for uncertain tax positions. The reserve for uncertain tax positions
included amounts related to the Company’s Canadian operations. The Company has unrecognized tax benefits reported as
deferred tax assets and are available to settle adjustments made with respect to the Company’s uncertain tax positions in
Canada. The Company reduced its reserve for uncertain tax positions by $12.3 million associated with its Canadian
operations and reduced its deferred tax assets in accordance with ASU 2013-11. The Company does not believe that the
total amount of unrecognized tax benefits as of December 31, 2013, 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 in years
for which the statute of limitations is open. Open years range from 2007 through 2013 and vary by jurisdiction and
issue. The aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2013 and 2012
were as follows (in thousands):
Balance, beginning of year .................................................................................................................... $
Increases for tax positions related to current year ..................................................................
Reductions due to lapsed statute of limitations.........................................................................
Reduction due to adoption of ASU 2013-11(a).......................................................................
Balance, end of year .................................................................................................................................. $
16,890 $
15
-
(12,315)
4,590 $
16,901
3,079
(3,090)
-
16,890
2013
2012
(a) This amount was reclassified against the related deferred tax asset relating to the Company’s early adoption of ASU
2013-11 as discussed above.
96
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
22. Accumulated Other Comprehensive Income
The following table displays the change in the components of AOCI for the year ended December 31, 2013:
Balance as of December 31, 2012 ......................................................... $
Other comprehensive income before reclassifications...............
Amounts reclassified from AOCI ...........................................................
Net current-period other comprehensive income.......................
Balance as of December 31, 2013 ......................................................... $
Foreign
Currency
Translation
Adjustments
(85,404)
(10,668)
5,095 (a)
(5,573)
(90,977)
Unrealized
Gains on
Available-for-
Sale
Investments
Total
$
$
$
19,222
16,205
(9,432) (b)
6,773
25,995
$
(66,182)
5,537
(4,337)
1,200
(64,982)
(a) Amounts were reclassified to Impairment/loss on operating properties sold, net of tax, within Discontinued operations
on the Company’s Consolidated Statements of Income, as a result of the full liquidation of the Company’s investment
in Brazil.
(b) Amounts were reclassified to Interest, dividends and other investment income on the Company’s Consolidated
Statements of Income.
At December 31, 2013, the Company had a net $91.0 million, after noncontrolling interests of $5.6 million, of unrealized
cumulative translation adjustment (“CTA”) losses relating to its investments in foreign entities. The CTA is comprised of
$23.7 million of unrealized gains relating to its Canadian investments and $114.7 million of unrealized losses relating to its
Latin American investments, $106.9 million of which is related to Mexico. CTA results from currency fluctuations between
local currency and the U.S. dollar during the period in which the Company held its investment. CTA amounts are subject to
future changes resulting from ongoing fluctuations in the respective foreign currency exchange rates. Under U.S. GAAP, the
Company is required to release CTA balances into earnings when the Company has substantially liquidated its investment
in a foreign entity. During 2013, the Company began selling properties within its Latin American portfolio. The Company
may, in the near term, substantially liquidate all of its investments in this portfolio which will require the then unrealized loss
on foreign currency translation to be recognized as a charge against earnings.
23. Supplemental Financial Information:
The following represents the results of income, expressed in thousands except per share amounts, for each quarter during
the years 2013 and 2012:
Revenues from rental properties (1) ....................................................
Net income attributable to the Company .........................................
Mar. 31
$
$
220,558
67,770
Net income per common share:
Basic ............................................................................................................
Diluted .......................................................................................................
$
$
0.13
0.13
Revenues from rental properties (1) .....................................................
Net income attributable to the Company .........................................
Mar. 31
$
$
203,208
53,638
Net income per common share:
Basic .............................................................................................................
Diluted .......................................................................................................
$
$
0.09
0.09
2013 (Unaudited)
June 30
Sept. 30
Dec. 31
225,207
51,139
$
$
226,536
55,763
$
$
238,055
61,609
0.09
0.09
$
$
0.10
0.10
$
$
0.11
0.11
2012 (Unaudited)
June 30
Sept. 30
Dec. 31
208,648
69,112
$
$
208,130
54,941
$
$
216,895
88,382
0.12
0.12
$
$
0.07
0.07
$
$
0.14
0.14
$
$
$
$
$
$
$
$
(1) All periods have been adjusted to reflect the impact of operating properties sold during 2013 and 2012 and properties classified as
held-for-sale as of December 31, 2013, which are reflected in the caption Discontinued operations on the accompanying
Consolidated Statements of Income.
97
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable
amounts of $10.8 million and $16.4 million of billed accounts receivable at December 31, 2013 and 2012, respectively.
Additionally, Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated
unrecoverable amounts of $23.4 million and $22.8 million of straight-line rent receivable at December 31, 2013 and 2012,
respectively.
24. Pro Forma Financial Information (Unaudited):
As discussed in Notes 3, 4 and 5, the Company and certain of its subsidiaries acquired and disposed of interests in certain
operating properties during 2013. 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, 2013 and 2012, adjusted to give effect to
these transactions at the beginning of 2012 and 2011, respectively.
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 2012, nor does it purport to
represent the results of income for future periods. (Amounts presented in millions, except per share figures.)
Revenues from rental properties ...........................................................................................
Net income .......................................................................................................................................
Net income available to the Company’s common shareholders .......................
Net income attributable to the Company’s common shareholders per
$
$
$
common share:........................................................................................................................
Basic .......................................................................................................................................................
Diluted .................................................................................................................................................
$
$
938.8
293.6
230.1
$
$
$
0.56
0.56
$
$
914.0
240.4
131.5
0.32
0.32
Year ended December 31,
2012
2013
98
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For Years Ended December 31, 2013, 2012 and 2011
(in thousands)
Balance at
beginning of
period
Charged to
expenses
Adjustments
to valuation
accounts
Deductions
Balance at
end of
period
Year Ended December 31, 2013
Allowance for uncollectable accounts ..............................
Allowance for deferred tax asset ........................................
Year Ended December 31, 2012
Allowance for uncollectable accounts ..............................
Allowance for deferred tax asset ........................................
Year Ended December 31, 2011
Allowance for uncollectable accounts ..............................
Allowance for deferred tax asset ........................................
$
$
$
$
$
$
16,402
71,912
18,059
66,520
15,712
43,596
$
$
$
$
$
$
3,521
-
6,309
-
7,027
-
$
$
$
$
$
$
- $
(8,200) $
(9,152) $
$
-
10,771
63,712
- $
5,392 $
(7,966) $
$
-
16,402
71,912
- $
22,924 $
(4,680) $
$
-
18,059
66,520
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107
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2013
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows:
Buildings (years)
Fixtures, building and leasehold improvements
(including certain identified intangible assets)
15 to 50
Terms of leases or useful lives, whichever is
shorter
The aggregate cost for Federal income tax purposes was approximately $8.0 billion at December 31, 2013.
The changes in total real estate assets for the years ended December 31, 2013, 2012 and 2011, are as follows:
Balance, beginning of period ................................................................................
Acquisitions ...............................................................................................................
Improvements ..........................................................................................................
Transfers from (to) unconsolidated joint ventures..............................
Sales ...............................................................................................................................
Assets held for sale ...............................................................................................
Adjustment of fully depreciated asset .........................................................
Adjustment of property carrying values ....................................................
Change in exchange rate ...................................................................................
Balance, end of period ............................................................................................
2013
8,947,286,646
475,108,219
107,411,806
317,995,154
(559,328,593)
(77,664,078)
(4,780,841)
(69,463,649)
(13,220,795)
9,123,343,869
2012
2011
8,771,256,852 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)
8,947,286,646 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
The changes in accumulated depreciation for the years ended December 31, 2013, 2012 and 2011 are as follows:
Balance, beginning of period ................................................................................
Depreciation for year ..........................................................................................
Transfers (to) unconsolidated joint ventures ..........................................
Sales ...............................................................................................................................
Adjustment of fully depreciated asset .........................................................
Assets held for sale ...............................................................................................
Change in exchange rate ...................................................................................
Balance, end of period ............................................................................................
2013
1,745,461,577
243,011,431
-
(96,915,316)
(4,780,841)
(7,351,096)
(744,919)
1,878,680,836
2012
2011
1,693,089,989 1,549,380,256
237,782,626
(2,725,794)
(59,086,170)
(27,412,282)
(633,676)
(4,214,971)
1,745,461,577 1,693,089,989
248,426,786
(8,390,550)
(161,515,292)
(21,711,782)
(6,582,611)
2,145,037
Reclassifications:
Certain amounts in the prior period have been reclassified in order to conform with the current period's presentation.
108
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2013
(in thousands)
Type of Loan/Borrower Description
Location (c)
Interest
Accrual
Rates
Interest
Payment
Rates
Final
Maturity
Date
Periodic
Payment
Terms (a)
Prior
Liens
Retail
Retail
NonRetail
Retail
Retail
Retail
Retail
Retail
NonRetail
(d)
6.50%
Westport, CT
7.57%
Miami, FL
7.00%
Toronto, ON
10.00%
Las Vegas, NV
8.75%
Arboledas, Mexico
7.57%
Miami, FL
7.57%
Miami, FL
7.57%
Miami, FL
Oakbrook Terrrace, IL 6.00%
(e)
6.50%
7.57%
7.00%
10.00%
8.75%
7.57%
7.57%
7.57%
6.00%
(e)
3/4/2033
6/1/2019
3/28/2018
5/14/2033
5/16/2014
6/1/2019
6/1/2019
6/1/2019
12/9/2024
(f)
I
P& I
P& I
I
P& I
P& I
P& I
P& I
I
-
-
-
-
-
-
-
-
-
-
(g)
(g)
(h)
Mortgage Loans:
Borrower A
Borrower B
Borrower C
Borrower D
Borrower E
Borrower F
Borrower G
Borrower H
Borrower I
Individually < 3%
Other:
Individually < 3%
Capitalized loan costs
Total
Face
Amount of
Mortgages
or
Maximum
Available
Credit (b)
Carrying
Amount of
Mortgages
(b) (c)
$ 5,014
6,509
3,513
3,075
13,000
4,201
3,966
3,678
1,950
4,872
49,778
$ 5,014
3,556
3,285
3,075
2,931
2,504
2,476
2,293
1,950
2,631
29,715
600
-
515
13
$ 50,378 $ 30,243
I = Interest only; P&I = Principal & Interest
(a)
(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 $30.2 million
(d) Comprised of six separate loans with original loan amounts ranging between $0.4 million and $1.5 million
(e)
Interest rates range from 6.88% to 10.00%
(f) Maturity dates range from 11 months to 17 years
Interest rate 2.28%
(g)
(h) Maturity date 4/1/2027
For a reconcilition of mortgage and other financing receivables from January 1, 2011 to December 31, 2013 see Note 10 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.
109
Exhibit 12.1
Kimco Realty Corporation and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
For the year ended December 31, 2013
Pretax earnings from continuing operations before adjustment for noncontrolling
interests or income loss from equity investees ................................................................................................................................... $
37,465,676
Add:
Interest on indebtedness (excluding capitalized interest) ...............................................................................................................
Amortization of debt related expenses ....................................................................................................................................................
Portion of rents representative of the interest factor .......................................................................................................................
215,832,596
7,263,026
7,887,716
268,449,014
Distributed income from equity investees ..................................................................................................................................................
258,049,650
Pretax earnings from continuing operations, as adjusted ................................................................................................................ $
526,498,664
Fixed charges -
Interest on indebtedness (including capitalized interest)................................................................................................................. $
Amortization of debt related expenses ....................................................................................................................................................
Portion of rents representative of the interest factor .......................................................................................................................
217,095,852
2,641,694
7,887,716
Fixed charges ...................................................................................................................................................................................................... $
227,625,262
Ratio of earnings to fixed charges ....................................................................................................................................................................
2.3
110
Exhibit 12.2
Kimco Realty Corporation and Subsidiaries
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
For the year ended December 31, 2013
Pretax earnings from continuing operations before adjustment for noncontrolling
interests or income loss from equity investees ................................................................................................................................ $
37,465,676
Add:
Interest on indebtedness (excluding capitalized interest)...........................................................................................................
Amortization of debt related expenses ................................................................................................................................................
Portion of rents representative of the interest factor...................................................................................................................
215,832,596
7,263,026
7,887,716
268,449,014
Distributed income from equity investees ...............................................................................................................................................
258,049,650
Pretax earnings from continuing operations, as adjusted............................................................................................................ $
526,498,664
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...................................................................................................................
217,095,852
66,244,525
2,641,694
7,887,716
Combined fixed charges and preferred stock dividends............................................................................................................. $
293,869,787
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.................................................................
1.8
111
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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, 2014
/s/ David B. Henry
David B. Henry
Chief Executive Officer
112
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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, 2014
/s/ Glenn G. Cohen
Glenn G. Cohen
Chief Financial Officer
113
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, 2013 (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, 2014
Date: February 26, 2014
/s/ David B. Henry
David B. Henry
Chief Executive Officer
/s/ Glenn G. Cohen
Glenn G. Cohen
Chief Financial Officer
114
LOCATION
PORTFOLIO
YEAR
DEVELOPED
OR
ACQUIRED
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
GLA
MAJOR LEASES
Exhibit 99.1
ALABAMA
HOOVER
ALASKA
ANCHORAGE
KENAI
ARIZONA
GLENDALE
GLENDALE
MARANA
MESA
MESA
MESA
PEORIA
PHOENIX
PHOENIX
PHOENIX
PHOENIX
PHOENIX
PHOENIX
PHOENIX
SUN CITY
TEMPE
TUCSON
CALIFORNIA
ALHAMBRA
ANAHEIM
ANAHEIM
ANAHEIM (5)
ANAHEIM
BELLFLOWER
CARLSBAD
CARMICHAEL
CHICO
CHICO
CHINO
CHINO
CHINO HILLS
CHULA VISTA
COLMA
CORONA
CORONA
COVINA
CUPERTINO (5)
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
OJV
KIR
OJV
PRU
OJV
PRU
PRU
PRU
BIG
BIG
BLS
PRU
PRU
BLS
KIR
PRU
OJV
CPP
PRU
PRU
PRU
PRU
OJV
PRU
PRU
BIG
PRU
PRU
PRU
OJV
PRU
PRU
BIG
OJV
BLS
PRU
PRU
BIG
PRU
KIR
BIG
OJV
PRU
2007
2006
2003
1998
2008
2003
2009
2005
2011
2011
1998
1998
1998
1997
2009
2006
2011
2012
2011
2003
1998
1995
2006
2006
2006
2010
2010
1998
2008
2013
2006
2006
2008
1998
2013
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
2013
2006
2010
2006
2010
2006
2000
2010
2003
2006
2005
2009
2006
79,790
167,862
228,071
153,180
229,707
131,621
70,428
94,379
184,329
62,559
62,285
190,174
195,455
15,396
347,236
159,573
105,338
113,233
160,928
213,721
264,335
69,812
339,001
168,264
73,352
356,335
228,465
491,898
148,805
278,562
107,969
614,026
140,358
80.9 PETCO
15,000 DOLLAR TREE
10,000 SHOE CARNIVAL
162,793
146,759
85.5 MICHAELS
100.0 HOME DEPOT
25,937 BED BATH & BEYOND
146,759
25,000 PETCO
221,388
169,257
191,008
227,627
,082,180
91.1 FLOOR & DECOR
100.0 WALMART
100.0 LOWE'S HOME CENTER
100.0 SPORTS AUTHORITY
94.2 WALMART
75,000 SALON BOUTIQUE
81,535 MOR FURNITURE FOR LESS
191,008
11,000
40,000 MICHAELS
208,000
51,154 MEGA FURNITURE
BASS PRO SHOPS
OUTDOOR WORLD
33,234 MICHAELS
41,750 PETSMART
170,000 HOME DEPOT
25,520
53,984
98,054 MICHAELS
JO-ANN FABRICS
40,734 ROSS DRESS FOR LESS
23,190 GUITAR CENTER
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
21,406
11,145
11,450
25,666
98.2
MOR FURNITURE FOR
LESS
97.5 MP ARROWHEAD
96.0 BURLINGTON COAT
FACTORY
78.8 HOME DEPOT
93.5 COSTCO
95.7 SAFEWAY
92.8 SAFEWAY (6)
85.9 ROSS DRESS FOR LESS
100.0 WALMART
89.6 CVS
100.0 WHOLE FOODS MARKET
100.0 LOWE'S HOME CENTER
10,000
18,000
17,500
25,339
102,589
-
23,984
20,293
100.0 COSTCO
100.0
NORTHGATE GONZALEZ
MARKETS
116,560 COSTCO
15,396
92.2 FOREVER 21
93.5 RALPHS
100.0 STATER BROTHERS
98.7 STATER BROTHERS
92.6 MARSHALLS
83.7 HOME DEPOT
98.6
EVANS FURNITURE
GALLERIES
92.9 RALEY'S
86.7 LA CURACAO
96.3 DOLLAR TREE
90.0 STATER BROTHERS
100.0 COSTCO
97.1 MARSHALLS
95.9 COSTCO
97.0 VONS
90.6 LOWE'S HOME CENTER
88.1 99 RANCH MARKET
95.8 HOME DEPOT
80,000 EL SUPER
45,000 RITE AID
37,440
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
40,459 JO-ANN FABRICS
13,454
54,087 SMART & FINAL
18,235 99 CENT DISCOUNT
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 PETCO
30,809 BED BATH & BEYOND
100,000 UFC GYMS
24,515 ANNA'S LINENS
25,632 SKYZONE
57,817
BURLINGTON COAT
FACTORY
30,000
12,200
15,062
25,002
25,000
21,440
13,200
30,644
45,000
15,120
25,608
55,000
155,070
100.0
ORCHARD SUPPLY
HARDWARE
35,829 MARSHALLS
32,000 ROSS DRESS FOR LESS
31,060
128,343
98,396
89,164
118,804
231,157
98,625
108,255
504,666
131,239
121,107
269,291
65,987
140,240
216,683
135,012
80,911
148,805
67,665
264,513
226,872
160,000
119,559
104,244
165,195
169,653
96,393
214,389
251,489
164,000
103,362
349,530
158,645
133,745
351,098
100.0 KOHL'S
92.8 RITE AID
100.0 BEL AIR MARKET
100.0 KOHL'S
78.3 LA FITNESS
95.4 RALEY'S
100.0 KOHL'S
89.4 SAFEWAY
96.2 SAVE MART
100.0 BED BATH & BEYOND
92.7
TOYS R US/BABIES/CHUCK
E.CHEES
100.0 99 RANCH MARKET
91.1 RALEY'S
89.9 RALEY'S
98.0
VIVO DANCESPORT
CENTER
94,926 MICHAELS
27,642 ROSS DRESS FOR LESS
56,435
58,004
TOTAL WOMAN GYM
AND ATMOSPHERE
40,000 VONS
59,231
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
12,000 DAISO JAPAN
JCPENNEY
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
37,259 SOUTH YUBA CLUB
10,000
84.4 99 CENTS ONLY STORES
86.7 VONS
29,300 BIG LOTS
40,800 CVS
23,334
20,120
100.0 RALEY'S
78.4 U.S. POSTAL SERVICE
62,625
26,577
MOVIES 7 DOLLAR
THEATRE
93.4 TARGET
100.0 MACY'S
91.9 SAFEWAY
88.7 ROSS DRESS FOR LESS
93.8 RALPHS/FOOD 4 LESS
100.0 KMART
96.9 SAFEWAY
56.3 RALEY'S (6)
97.9 SEARS
89.9 TJ MAXX
100.0 HOME DEPOT
100.0 TARGET
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/BABIES R US
31,133 CVS
103,362
116,000 HOME DEPOT
75.4 DSW SHOE WAREHOUSE
97.9 SAFEWAY
96.9 SEARS OUTLET
43,000 SUPER KING MARKET
51,199 RITE AID
38,902 ROSS DRESS FOR LESS
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
24,769 DOLLAR TREE
30,000 BARNES & NOBLE
10,000
22,880
30,028
24,145
30,187
31,690
12,567
22,268
15,661
10,000
18,160
25,487
39,263
14,380
60,890
-
15,708
25,000
115
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
97.3
84.5
92.4
94.0
88.4
TRADER JOE'S
SMART & FINAL
SAVE MART
SAFEWAY
SAVE MART
100.0 MACY'S
79.9
STEIN MART
89.0 CVS
100.0
100.0
99.1
100.0
92.5
100.0
100.0
100.0
91.1
ORCHARD SUPPLY
HARDWARE
BURLINGTON COAT
FACTORY
SPORTS AUTHORITY
SAFEWAY
SEAFOOD CITY
24 HOUR FITNESS
COSTCO
CLAIM JUMPER
TJ MAXX
NAMASTE PLAZA
SUPERMARKET
100.0
89.0
96.7
100.0
ALBERTSONS
100.0 NORDSTROM
99.2
91.4 WALMART
STEIN MART
ROSS DRESS FOR LESS
VONS
PETCO
HOME DEPOT
ALBERTSONS
ACE HARDWARE
24 HOUR FITNESS
HOME DEPOT
KMART
ALBERTSONS
SEARS OUTLET
ACE HARDWARE
100.0
87.7
92.5
100.0
88.7
87.0
97.5
98.8
96.9
100.0 WALMART
96.9
100.0
89.1
87.1
80.7
98.9
97.0
100.0
96.3
91.6
90.6
93.0
90.7
92.7
RALEY'S
TARGET
KMART
VONS
RALPHS
HOME DEPOT
RALPHS
ALBERTSONS
CENTURY THEATRES
PAVILIONS
RALEY'S
SAFEWAY
DICK'S SPORTING
GOODS
97.5
77.9
89.5
100.0
83.9
78.8
75.0
71.3
83.4
100.0
97.0
100.0
PRU
PRU
BIG
KIF
PRU
OJV
PRU
BIG
BLS
PRU
KIR
CPP
PRU
BLS
BLS
OJV
PRU
PRU
PRU
KIR
BIG
KIR
CPP
BIG
KIR
BIG
BLS
PRU
OJV
OJV
PRU
PRU
PRU
PRU
PRU
PRU
PRU
BIG
BIG
OJV
KIR
KIR
OJV
KIF
OCEANSIDE
OCEANSIDE
ORANGEVALE
PACIFICA
PACIFICA
PLEASANTON
POWAY
RANCHO
CUCAMONGA
REDWOOD CITY
RIVERSIDE
ROSEVILLE
ROSEVILLE
SACRAMENTO (5)
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
VISTA
WALNUT CREEK
WESTMINSTER
WINDSOR
WINDSOR
YORBA LINDA
COLORADO
ARVADA
AURORA
AURORA
AURORA
COLORADO SPRINGS
DENVER
ENGLEWOOD
FORT COLLINS
GREELEY
GREENWOOD
VILLAGE
HIGHLANDS RANCH
HIGHLANDS RANCH
LAKEWOOD
LITTLETON
LITTLETON
CONNECTICUT
BRANFORD
ENFIELD
FARMINGTON
HAMDEN
NORTH HAVEN
WATERBURY
WILTON
WILTON
DELAWARE
ELSMERE
WILMINGTON
FLORIDA
ALTAMONTE SPRINGS
(5)
BOCA RATON
2006
2006
2010
2004
2006
2007
2005
2006
2009
2008
2010
2013
2006
2000
2010
2009
2006
2007
2013
2013
2012
2007
2006
2006
2006
2005
1999
1998
2013
2005
2002
2010
1999
2010
2010
2000
2010
2006
2013
2006
2007
2003
2006
2006
2006
2006
2006
2006
2006
2010
2010
2012
2013
1998
1998
1998
1998
1998
1998
2000
2012
2003
2011
2013
1998
2011
2011
2000
2000
1998
1973
1998
1993
2012
2013
1979
2004
1998
1967
92,378
87,740
161,339
168,871
104,281
175,000
121,594
56,019
49,429
86,108
188,493
81,171
193,656
117,410
412,674
35,000
210,579
48,169
57,411
59,414
108,741
225,919
154,000
179,470
95,255
174,428
41,913
134,400
97,637
41,565
311,498
154,750
342,127
417,252
137,421
268,465
66,958
26,553
41,149
111,558
687,590
108,413
193,415
137,963
273,149
143,070
122,563
114,627
209,749
107,769
126,187
160,773
145,784
154,055
44,097
152,282
107,310
18,405
80,330
115,862
138,818
201,322
30,397
44,412
82,581
123,454
190,104
190,738
148,517
184,959
345,023
331,919
141,443
90,860
44,575
105,446
165,805
198,809
73,549
MAJOR LEASES
TENANT NAME
LAMPS PLUS
USA DISCOUNTERS
CVS
ROSS DRESS FOR LESS
RITE AID
TENANT NAME
GLA
11,000
23,800
31,180 U.S. POSTAL SERVICE
24,246
RITE AID
23,064
GLA
15,771
19,085
HOME GOODS
26,210
SPROUTS FARMERS MARKET
36,041
ROSS DRESS FOR LESS
27,471
SD MART
SPORTS AUTHORITY
PRICE SELF STORAGE
51,639
38,359
BIG 5 SPORTING GOODS
10,000
120,962 COSTCO
HOME GOODS
30,619 CVS
GLA
12,881
25,000
62,000
45,892
29,200
175,000
40,000
21,415
49,429
67,104
43,373
55,146
53,842
66,851
153,095
10,600
31,152
10,439
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
103,423
86,479
221,639
49,770
43,595
11,910
BED BATH & BEYOND
PETSMART
FOOD 4 LESS
KOHL'S
CVS
UFC GYMS
PETCO
-
27,200
14,000
19,020
21,006 CVS
TJ MAXX
30,000
26,550
52,640
88,728
17,800
40,635 MARSHALLS
TRISTONE THEATRES
ROSS DRESS FOR LESS
60,114
134,639
108,413
41,430
36,400
98,064
45,579
46,819
57,017
69,445
56,477
52,610
DECHINA 1 BUFFET
AMC THEATERS
10,625
68,159 WHOLE FOODS MARKET
RITE AID
CVS (6)
STAPLES
CVS
CVS
COST PLUS
HOWARD'S APPLIANCES &
FLAT SCR
CVS
19,072 GOODWILL INDUSTRIES
23,250 MICHAELS
24,133 CRUNCH
25,500
22,154
19,044
17,962
19,950
50,000
30,000
15,000
16,854
28,000
29,650
30,138
27,000
60,550
11,000
22,364
18,000
50,000
BED BATH & BEYOND
43,000 MICHAELS
23,923
HOBBY LOBBY
ROSS DRESS FOR LESS
56,674
30,187
TJ MAXX
ALBERTSONS
DOLLAR TREE
SAVE-A-LOT
HOBBY LOBBY
KOHL'S
DOLLAR TREE
41,896
12,000
18,405
50,690 OLD COUNTRY BUFFET
105,862
GUITAR CENTER
100.0
BED BATH & BEYOND
27,974 MICHAELS
100.0 HOME DEPOT
193,676
28,140
-
14,301
10,000
10,000
21,323
SPACE AGE FEDERAL CU
11,047
KEY BANK (6)
11,250
SPROUTS FARMERS
MARKET
21,236
82.7
100.0
95.6
100.0
92.6
SAFEWAY
ACE HARDWARE
KING SOOPERS
49,788
33,450
64,532 OFFICE DEPOT
TJ MAXX
30,000 OFFICEMAX
25,267
BIG LOTS
KOHL'S
KOHL'S
SPORTS AUTHORITY
100.0
95.1
97.8
100.0 WALMART
86.8
HOME DEPOT
RAYMOUR & FLANIGAN
FURNITURE
STOP & SHOP
BOW TIE CINEMAS
100.0
91.1
92.2
BIG Y
86,830
88,000
BEST BUY
50,000 NORDSTROM RACK
BON-TON
89,750
COSTCO
111,500
STOP & SHOP
69,490
46,764
14,248
46,669
30,048
35,834
58,604
109,920
66,663
LA FITNESS
BOB'S STORES
TJ MAXX
100.0
BJ'S WHOLESALE CLUB
85,188
100.0
SHOPRITE
58,236
SPORTS AUTHORITY
42,456
RAYMOUR & FLANIGAN
FURNITURE
83.1
86.5 WINN DIXIE (6)
BAER'S FURNITURE
60,000 DSW SHOE WAREHOUSE
38,614
23,990
PETCO
116
23,500
19,831
33,320
49,133
25,050
36,000
15,250
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
79,676
196,776
162,997
143,785
42,030
125,108
212,388
55,089
86,342
88,205
50,906
229,034
898,913
205,614
3,600
116,000
72,840
257,020
173,292
207,365
241,256
54,434
149,472
180,636
181,576
13,468
106,491
264,037
168,737
60,103
107,000
79,273
83,398
293,001
63,563
60,280
349,826
112,423
61,837
63,604
59,218
156,000
19,580
250,209
243,664
50,299
131,981
179,065
180,156
132,856
154,356
86,321
78,093
101,377
60,414
80,917
118,574
2,895
102,455
129,700
51,048
168,798
51,515
340,541
206,564
197,181
100,200
23,350
66,440
3,787
79,904
357,537
95,188
100.0
100.0
96.0
98.3
98.6
100.0
100.0
69.1
46.8
84.7
91.2
100.0
100.0
100.0
95.2
93.4
100.0
89.1
100.0
96.8
84.3
98.6
94.9
100.0
86.8
100.0
88.5
99.4
95.8
BONITA SPRINGS
BOYNTON BEACH
BRADENTON
BRANDON
CAPE CORAL
CAPE CORAL
CLEARWATER
CORAL SPRINGS
CORAL SPRINGS
CORAL WAY
DELRAY BEACH
FORT LAUDERDALE
HOLLYWOOD
HOMESTEAD
HOMESTEAD
JACKSONVILLE (2)
JACKSONVILLE
JACKSONVILLE
JENSEN BEACH
KEY LARGO
LAKELAND
LAKELAND
LARGO
LARGO (5)
LAUDERHILL
LEESBURG
MARATHON
MARGATE
MELBOURNE
MERRITT ISLAND
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIDDLEBURG
MIRAMAR (2)
MOUNT DORA (5)
NORTH
LAUDERDALE
NORTH MIAMI
BEACH
OCALA
ORANGE PARK
ORLANDO
ORLANDO
ORLANDO
ORLANDO
ORLANDO
ORLANDO
OVIEDO
PENSACOLA
PLANTATION
POMPANO BEACH
SAINT PETERSBURG
SANFORD
SARASOTA
SARASOTA
ST. AUGUSTINE
TALLAHASSEE (5)
TALLAHASSEE
TAMPA
TAMPA
TAMPA
TAMPA
WEST PALM BEACH
(5)
WEST PALM BEACH
WEST PALM BEACH
WEST PALM BEACH
WEST PALM BEACH
WINTER HAVEN
YULEE
GEORGIA
ALPHARETTA
ATLANTA
ATLANTA
AUGUSTA
AUGUSTA
DULUTH
FLOWERY BRANCH
BLS
KIR
KIR
BLS
BLS
OJV
BLS
CPP
OJV
BLS
KIR
BLS
OJV
BLS
BLS
OTH
PRU
OJV
KIR
BLS
OJV
KIR
OIP
OJV
OJV
OIP
KIR
BLS
2013
1999
1998
2001
2013
2013
2005
1994
1997
2003
2013
2009
2010
1972
1972
2005
2013
2010
1994
2000
2001
2006
1968
1992
1978
2008
2013
1993
1968
2013
1968
1965
1986
2009
2013
2013
2007
2011
2013
1995
2005
2005
1997
2007
1985
1997
2003
1971
2000
2008
1996
2009
2011
2013
2011
1974
2012
1968
2013
2008
1989
2013
1998
2013
2001
1997
2004
2007
2009
1967
1997
1995
2009
1973
2003
2008
2008
2007
2001
1995
2013
2011
PUBLIX
BEALLS
PUBLIX
BED BATH & BEYOND
PUBLIX
REGAL CINEMAS
HOME DEPOT
PUBLIX
PUBLIX
HOME DEPOT
BIG LOTS
TJ MAXX
92.1
96.7
79.9
96.1
93.6
100.0
100.0
100.0
100.0
100.0 WINN DIXIE
97.6
93.5
99.7
100.0
100.0
76.3
82.7
88.6
72.9
93.9
97.3
19.2
92.0 WALMART
97.8
91.9
88.9
91.0
88.8 WINN DIXIE
78.2
HHGREGG
PUBLIX
STEIN MART
HOBBY LOBBY
KMART
HOBBY LOBBY
CHUCK E CHEESE
PUBLIX
TOYS R US/BABIES R US
GSI COMMERCE CALL
CENTER
PUBLIX
HOME DEPOT
BABIES R US
PUBLIX
KMART
93.4
93.7
95.3
92.8 WINN DIXIE
PUBLIX
PUBLIX
PUBLIX
PETCO
DOLLAR TREE
24 HOUR FITNESS
GLA
54,376
103,479
42,112
40,000
MAJOR LEASES
TENANT NAME
GLA
TENANT NAME
GLA
ALBERTSONS
TJ MAXX
ROSS DRESS FOR LESS
51,195
25,020
25,106
JO-ANN FABRICS
YOUFIT HEALTH CLUBS
ROSS DRESS FOR LESS
JO-ANN FABRICS
44,684
100,200
33,517
29,500
55,944
44,840
52,936
142,280
56,077 MARSHALLS
PARTY CITY
STAPLES
LA FITNESS
B.J.'S WHOLESALE CLUB
32,265
49,865
STAPLES
STAPLES
12,000
24,202
48,479 OFFICE DEPOT
120,251
29,575 OFFICEMAX
KMART
30,209
44,840
36,000
52,973
108,842
53,271
10,440
101,900
42,112
44,450
SEARS OUTLET
DOLLAR TREE
PUBLIX
STEIN MART
ALDI
AMC THEATERS
STAPLES
28,020
10,078
48,555
39,500
TJ MAXX
25,200
ROSS DRESS FOR LESS
30,846
20,800
30,267 OFFICE DEPOT
23,500
PARTY CITY
-
25,506
12,700
56,000
69,900 WALGREENS
SAM ASH MUSIC
25,460 OFFICE DEPOT
15,525
GOODWILL INDUSTRIES
25,117
12,430
44,840
105,154
40,214
31,200 WALGREENS
114,000 MARSHALLS
11,880
27,808 NAVARRO DISCOUNT
PHARMACY
44,271
45,600
56,000
34,890
22,418
10,000
36,025
BUY BUY BABY
LITTLE VILLAGE LEARNING
CENTER
29,953 OFFICE DEPOT
10,000
PARTY CITY
10,000
HOME DEPOT
110,410
CHANCELLOR ACADEMY
46,531
PUBLIX
108,795
95.9
PUBLIX
51,420 WALGREENS
85.5
100.0
64.7
BEST BUY
BED BATH & BEYOND
FLORIDA CAREER
COLLEGE
KMART
24 HOUR FITNESS
ROSS DRESS FOR LESS
96.5
79.9
100.0
81.9 MARSHALLS
THE FRESH MARKET
96.2
PUBLIX
94.9
95.9
PUBLIX
100.0 WHOLE FOODS
MARKET
SERVICE MERCHAND
30,038
25,978 MICHAELS
C-TOWN
44,000
PUBLIX
TJ MAXX
BIG LOTS
GOLFSMITH GOLF CENTER
101,665
49,875
43,611
30,027
18,400
44,270
61,389
28,320 WHOLE FOODS MARKET
15,930
29,618
24,321
23,145
JO-ANN FABRICS
55,000
26,843 ORLANDO HEALTH
25,375 ALDI
20,179
PETCO
13,120
KASH N' KARRY (6)
45,871
TJ MAXX
29,958
YOUFIT HEALTH CLUBS
TJ MAXX
SWEETBAY
29,825 OFFICEMAX
46,295
AARON'S
23,800 DOLLAR TREE
10,000
PET SUPERMARKET
STEIN MART
31,920
HOME GOODS
24,471
FRESH MARKET
BEST BUY
AMERICAN SIGNATURE
LOWE'S HOME CENTER
PUBLIX
FLORIDA SCHOOL FOR
DANCE EDUCA
46,121
49,106
167,000
55,000
23,350
JO-ANN FABRICS
ROSS DRESS FOR LESS
45,965
26,250 DSW SHOE WAREHOUSE
BED BATH & BEYOND
BABIES R US (6)
KMART
BIG LOTS
40,960
123,011 WINN DIXIE
41,200
JO-ANN FABRICS
59,426
80.0
PETCO
15,335
DOLLAR TREE
130,515
259,495
175,835
532,945
112,537
78,025
92,985
87.4
85.7
74.6 MARSHALLS
KROGER
KROGER
HOBBY LOBBY
98.2
100.0
TJ MAXX
97.6 WHOLE FOODS
MARKET
PUBLIX
94.4
117
DAYS INN
62,000
56,647
36,598 OFF BROADWAY SHOE
WAREHOUSE
SPORTS AUTHORITY
ROSS DRESS FOR LESS
65,864
35,200
70,125
54,340
53,291
12,375
10,220
ROSS DRESS FOR LESS
BUDDY'S HOME
FURNISHINGS
-
39,392
23,500 OLD NAVY
PLANET FITNESS
44,118 HHGREGG
30,187
15,000
15,000
20,347
17,055
24,887
114,764
23,500
23,500
24,840
39,795
-
25,304
-
-
-
24,787
24,700
14,100
-
-
-
-
-
15,595
19,700
10,000
22,300
40,852
26,191
28,102
10,225
19,838
13,939
44,000
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
KIR
OJV
KIR
OJV
KIR
OJV
OJV
KIR
KIR
KIF
LAWRENCEVILLE
LILBURN
SAVANNAH
SAVANNAH
SNELLVILLE
VALDOSTA
IDAHO
NAMPA
ILLINOIS
AURORA
BATAVIA
BELLEVILLE
BLOOMINGTON
BLOOMINGTON
BRADLEY
BUTTERFIELD
SQUARE
CALUMET CITY
CHAMPAIGN
CHAMPAIGN
CHICAGO
CHICAGO
COUNTRYSIDE
CRYSTAL LAKE
DOWNERS GROVE
DOWNERS GROVE
ELGIN (5)
FAIRVIEW HEIGHTS
(5)
FOREST PARK
GENEVA
KILDEER
LAKE ZURICH
MOUNT PROSPECT
MUNDELEIN
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
DES MOINES
DUBUQUE
SOUTHEAST DES
MOINES
WATERLOO
KANSAS
OVERLAND PARK
WICHITA
WICHITA
KENTUCKY
BELLEVUE
FLORENCE
LEXINGTON
LOUISIANA
BATON ROUGE
BATON ROUGE
HARVEY
LAFAYETTE
LAFAYETTE
LAKE CHARLES
SHREVEPORT
2013
2013
1993
2008
2001
2004
2005
1998
2002
1998
1972
2003
1996
1998
1997
2001
1998
1997
1997
1997
1998
1999
1997
1972
1998
1997
1996
2013
2005
1997
1998
1997
1997
1997
2001
1997
1997
2008
2003
2005
1997
1998
2012
2005
1998
1970
1964
2003
1998
1996
2006
1999
1997
1996
1996
2006
1998
1996
1976
2004
1993
1997
2013
2008
1997
2010
2010
2010
GLA
36,995
31,000
21,000
34,000
34,624
22,192
26,040
24,123
12,618
12,000
15,726
10,000
17,375
27,619
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
285,656
73,910
186,526
198,311
311,093
175,396
98.7
100.0
98.7
96.0
97.9
100.0
TENANT NAME
HOBBY LOBBY
KROGER
BED BATH & BEYOND
HHGREGG
KOHL'S
LOWE'S HOME CENTER
132,259
96.2
STEVENS-HENAGER
COLLEGE
89,138
100.0
CERMAK PRODUCE
AURORA
KOHL'S
KMART
SCHNUCK MARKETS
JEWEL-OSCO
CARSON PIRIE SCOTT
HOME DEPOT EXPO (6)
100.0 MARSHALLS
100.0
100.0
100.0
BEST BUY
HOBBY LOBBY
BURLINGTON COAT
FACTORY
KMART
274,282
98,860
188,250
73,705
80,535
100,000
162,174
111,720
111,985
102,011
86,894
3,500
80,624
141,578
141,702
178,920
94.8
82.4
94.6
100.0
100.0
100.0
100.0
100.0
100.0
89.3
100.0
97.0
MAJOR LEASES
TENANT NAME
AMC-COLONIAL 18
GLA
65,442
TENANT NAME
ROSS DRESS FOR LESS
TJ MAXX
ROSS DRESS FOR LESS
BELK
33,067 MARSHALLS
30,187 COST PLUS
58,416 HHGREGG
HOBBY LOBBY
51,214
BUY BUY BABY
TOYS R US/BABIES R US
46,070
BARNES & NOBLE
BIG LOTS
DICK'S SPORTING GOODS
CARLE CLINIC
RAINBOW SHOPS
ROSS DRESS FOR LESS
28,400
30,247 MICHAELS
41,290
13,770
BEAUTY ONE
GLA
67,400
62,000
35,005
32,026
86,584
169,896
15,000
89,138
86,584
81,490
68,800
65,028
80,535
100,000
30,557
45,350
70,695
75,623
86,894
HOBBY LOBBY
SHOP & SAVE MARKET
TJ MAXX
ELGIN MALL
65,502 MONKEY JOE'S
DOLLAR TREE
42,610
BEST BUY
54,850
ELGIN FARMERS PRODUCTS
81,550
15,122
15,808 WALGREENS
54,400 OLD NAVY
31,358
AARON SALES & LEASE
OWNERSHIP
81,672
100.0 OFFICEMAX
27,932
PETCO
13,500
96,871
104,688
35,000 MICHAELS
31,578 OLD NAVY
HOBBY LOBBY
56,596
TRUE VALUE
98,371
104,688
165,822
9,029
192,547
89,692
100.0
100.0
100.0
100.0
100.0
100.0
102,327
97.9
116,914
183,893
176,263
15,535
162,442
89,047
100.0
100.0
100.0
100.0
83.7
100.0
KMART
GANDER MOUNTAIN
BED BATH & BEYOND
KOHL'S
BURLINGTON COAT
FACTORY
BURLINGTON COAT
FACTORY
KMART
KMART
HOME DEPOT
KMART
BEST BUY
101,097
87,547
100,200
116,914
140,580
121,903
122,605
45,760
CHUCK E CHEESE
BIG LOTS
15,934
30,000
LOYOLA UNIV. MEDICAL
CENTER (6)
13,000
ROSS DRESS FOR LESS
34,000
27,947
100.0
GOODWILL INDUSTRIES
21,000
58,455
81,000
192,624
5,883
145,095
198,556
165,255
271,335
81,668
90,000
239,324
148,954
82,979
111,847
100.0 MARSHALLS
VALUE CITY
100.0
DICK'S SPORTING
100.0
GOODS
100.0
97.5
HOLLYWOOD BLVD
CINEMA
30,406 OLD NAVY
81,000
54,997
PETSMART
28,049
27,518
CHUCK E. CHEESE'S
14,040
48,118
SHOE CARNIVAL
15,000
100.0
79.4
94.0
100.0 MENARD
BABIES R US
KROGER
BED BATH & BEYOND
49,426
63,468
28,000
81,668
TOYS R US
CVS
TJ MAXX
100.0
100.0
83.4
100.0
100.0
KMART
HOBBY LOBBY
BEST BUY
SHOPKO
HOME DEPOT
TJ MAXX
90,000
55,000
35,280 OFFICEMAX
82,979
111,847
47,000
TJ MAXX
12,800 DOLLAR GENERAL
28,000 DSW SHOE WAREHOUSE
20,830
10,686
26,069
25,160
24,428
BED BATH & BEYOND
PETSMART
20,400
22,646
104,074
100.0
HOBBY LOBBY
65,045
TJ MAXX
29,029
SHOE CARNIVAL
10,000
120,164
133,771
97.7
100.0
HOME DEPOT
BEST BUY
113,969
45,300
TJ MAXX
30,000 NORTHERN TOOL &
EQUIPMENT
18,040
96,011
100.0
53,695
99,578
223,135
349,857
62,682
174,445
244,768
29,405
134,844
93,669
DICK'S SPORTING
GOODS
KROGER
DICK'S SPORTING
GOODS
BEST BUY
BURLINGTON COAT
FACTORY
BEST BUY
STEIN MART
100.0
97.8
96.9
94.1
100.0
96.8
100.0
92.1
98.2 MARSHALLS
96.4 OFFICEMAX
118
48,933
GORDMANS
47,078
45,695
60,250
CHRISTMAS TREE SHOPS
32,138
45,750
BED BATH & BEYOND
43,072
TOYS R US/BABIES R US
41,900
80,450
STEIN MART
40,000
K&G MEN'S COMPANY
32,723
45,733 MICHAELS
37,736
HOME FURNITURE
COMPANY
24,626
36,000
BARNES & NOBLE
TJ MAXX
30,000
23,500
ROSS DRESS FOR LESS
BARNES & NOBLE
29,975
23,100 OLD NAVY
BED BATH & BEYOND
23,000
32,556
20,000
15,000
YEAR
DEVELOPED
OR
PORTFOLIO ACQUIRED
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
TENANT NAME
78,761
58,416
97.5 MICHAELS
100.0
86,422
100.0
98,940
89.9
BURLINGTON COAT
FACTORY
DSW SHOE
WAREHOUSE
LOCATION
SHREVEPORT
WALKER
MAINE
BANGOR
SOUTH PORTLAND
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
FREDERICK
GAITHERSBURG
GAITHERSBURG
HUNT VALLEY
LAUREL
LAUREL
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
CLARKSTON
CLAWSON
CLINTON
TOWNSHIP
FARMINGTON
KALAMAZOO
LIVONIA
MUSKEGON
OKEMOS
TAYLOR
WALKER
MINNESOTA
EDEN PRAIRIE
MAPLE GROVE
MAPLE GROVE
MINNETONKA
ROSEVILLE
MISSISSIPPI
HATTIESBURG
MISSOURI
CRYSTAL CITY
ELLISVILLE
FLORISSANT
INDEPENDENCE
JOPLIN
JOPLIN
KANSAS CITY
2010
2013
2001
2008
2007
2007
2013
2007
2004
2004
2013
2004
2007
2003
2003
2012
2013
2013
2007
2013
2002
2005
2011
2013
2010
2004
2013
2004
2007
2003
1999
2010
2008
1964
1972
2007
2005
2003
2003
2004
2011
2007
2003
2004
2012
2003
2003
1994
2004
2004
2004
2005
2000
2013
2005
1996
1993
2005
1993
2002
1968
1985
2005
1993
1993
2005
2001
2006
1998
2005
2004
1997
1970
1997
1998
1998
1998
1997
SEB
SEB
BLS
SEB
KIF
OIP
OIP
SEB
BLS
BLS
SEB
BLS
OIP
SEB
KIF
BLS
KIF
PRU
BIG
SEB
OJV
KIF
SEB
KIF
KIF
OJV
KIF
OIP
BLS
OJV
KIR
KIR
KIR
MAJOR LEASES
TENANT NAME
DOLLAR TREE
GLA
12,000
TENANT NAME
GLA
GLA
23,875
86,422
25,000
DOLLAR TREE
15,450
GUITAR CENTER
12,236
SALVO AUTO PARTS
RITE AID
12,000
11,868 DOLLAR TREE
10,000
CVS
10,125 DOLLAR TREE
10,000
HOME GOODS
23,294
95,932
54,200
14,856
58,187
55,108
56,892
43,136
55,032
62,943
26,706
16,000
57,994
56,905
55,164
11,627
DOLLAR TREE
TJ MAXX
REI
40,750
63,062
64,333
64,885
55,000
50,093
146,773
56,166
60,102 MATTRESS & FURNITURE
PETCO
KOHL'S
30,600
24,075 COLUMBIA EXPONENTS
BOOKS-A-MILLION
28,000
10,004
10,000
12,400
106,889
SAFEWAY
10,026
55,164
MART
HANCOCK FABRICS
11,950 OLD COUNTRY BUFFET
10,000
SEAFOOD PALACE BUFFET
12,709 OLD COUNTRY BUFFET
10,155
RITE AID
21,250 ACE HARDWARE
18,704
STAPLES
AAA MID-ATLANTIC
TARGET
15,000
11,500 CVS
132,608 WEIS MARKETS
100.0
97.7
100.0
KMART
SAFEWAY
CORT FURNITURE
RENTAL
100.0 WEIS MARKETS
100.0
100.0
98.3
94.1
100.0
GIANT FOOD
GIANT FOOD
GIANT FOOD
SAFEWAY
GIANT FOOD
100.0 MICHAELS
100.0 OLD NAVY
100.0
100.0
92.4
90.7
GIANT FOOD
HARRIS TEETER
SAFEWAY
DAVID'S NATURAL
MARKET
100.0
100.0 NORDSTROM RACK
100.0
99.9
96.3
100.0
96.7
100.0
100.0
86.4
TOYS R US/BABIES R US
GIANT FOOD
GIANT FOOD
GIANT FOOD
SAFEWAY
TARGET
GIANT FOOD
GREAT BEGINNINGS
FOOD LION
RITE AID
RUGGED WEARHOUSE
GIANT FOOD
DOLLAR TREE
95.4
91.5
100.0
100.0
90.3
100.0
71.4
BRUNSWICK BOWLING
86.8
GIANT FOOD
100.0
GIANT FOOD
92.3
AMERICAN RADIOLOGY
91.7
GIANT FOOD
89.1
SAFEWAY
100.0
100.0 WALMART
100.0
100.0
FAIR LANES WALDORF
12,000
55,330
13,253
38,372
14,564
40,544
56,848
63,529
13,573
61,941
59,180
154,828
26,128
152,834
114,045
58,879
77,287
78,477
90,903
94,030
129,927
105,907
2,544
26,412
50,000
73,230
100,803
98,399
91,165
56,624
6,780
99,350
100,841
90,929
113,330
86,456
139,898
433,467
86,968
88,277
71,329
94,653
75,924
81,550
87,006
14,564
38,727
173,475
65,059
105,530
59,799
187,561
88,405
679,843
26,128
4,500
131,102
100.0
KMART
52,486
PRICE CHOPPER
44,667
231,546
104,125
72,014
80,510
109,250
230,590
36,601
151,358
135,424
19,042
96,915
280,204
33,121
79,215
19,451
141,549
387,210
18,411
466,647
474,657
120,231
108,213
98.1
100.0
92.3
100.0
93.6
100.0
SHAW'S SUPERMARKET
BEST BUY
STOP & SHOP
HANNAFORD
BOB'S STORES
STOP & SHOP
ABC WAREHOUSE
100.0
69.1 OFFICE DEPOT
STAPLES
87.1
GOLFSMITH
100.0
57.2
100.0
94.0
95.5
100.0
100.0
100.0
100.0
98.5
98.8
100.0
100.0
FITNESS 19
HOBBY LOBBY
CVS
PLUMB'S FOOD
DOLLAR TREE
KOHL'S
RUBY-15-WALKER, LLC
DOLLAR TREE
BYERLY'S
LOWE'S HOME CENTER
TOYS R US/BABIES R US
GOLFSMITH
295,848
92.7
100,724
118,080
172,165
184,706
155,416
80,524
150,381
100.0
89.0
100.0
100.0
100.0
100.0
97.9
ASHLEY FURNITURE
HOMESTORE
KMART
SHOP N SAVE
KMART
KMART
ASHLEY FURNITURE
HOMESTORE
JOPLIN SCHOOLS
HOME DEPOT
119
TOYS R US/BABIES R US
DSW SHOE WAREHOUSE
54,712
45,000
61,935
55,087
40,982
57,769 MARSHALLS
RITE AID
BED BATH & BEYOND
46,932 HOME GOODS
22,362
14,247
32,767
30,000 CINEMAGIC THEATERS
STAPLES
23,000
19,605
24,000
19,042
10,250
56,455
13,810
34,332
12,200
93,310
156,366
12,000
55,043
137,933
61,369
18,480
PETCO
CVS
ALDI
13,601
10,624
16,498
RITE AID
14,564
VALUE CITY
46,549 MARSHALLS
34,151
BABIES R US
KOHL'S
BEST BUY
DICK'S SPORTING GOODS
GOLFSMITH GOLF CENTER
37,459
104,508
PARTY AMERICA
STAR THEATRE
-
45,953
51,182 MARSHALLS
25,775
JO-ANN FABRICS
10,780
74,211
-
45,940
33,335
45,000
ROSS DRESS FOR LESS
30,187
BED BATH & BEYOND
23,065
100,724
80,000
135,504
131,677
36,412
80,524
113,969
K&G MEN'S COMPANY
THE TILE SHOP
ROSS DRESS FOR LESS
27,000
26,682
29,108 OFFICEMAX
23,500
THE LEATHER COLLECTION
-
26,692
10,125
55,452
24,904
18,689
29,000
LOCATION
KIRKWOOD
LEMAY
MANCHESTER
SAINT CHARLES
SAINT CHARLES
SAINT LOUIS
SAINT LOUIS
SAINT LOUIS
SAINT LOUIS
SAINT LOUIS
SAINT PETERS
SPRINGFIELD
SPRINGFIELD
SPRINGFIELD
NEBRASKA
OMAHA
NEVADA
HENDERSON
HENDERSON
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
CHERRY HILL
CHERRY HILL
CHERRY HILL
CHERRY HILL
CINNAMINSON
CLARK
CLARK
CLARK
DELRAN
DELRAN
EAST WINDSOR
EDGEWATER
HOLMDEL
HOLMDEL
HOWELL
MOORESTOWN
NORTH
BRUNSWICK
PISCATAWAY
RIDGEWOOD
SEA GIRT
UNION
WAYNE
WESTMONT
NEW MEXICO
ALBUQUERQUE
ALBUQUERQUE (5)
NEW YORK
AMHERST
BAYSHORE
BELLMORE
BRIDGEHAMPTON
BRONX (5)
BROOKLYN
BROOKLYN
BROOKLYN
BROOKLYN
BROOKLYN
HEIGHTS
BUFFALO
CENTEREACH
CENTEREACH
COMMACK
COMMACK
YEAR
DEVELOPED
OR
PORTFOLIO ACQUIRED
KIR
PRU
PRU
BIG
BIG
BIG
PRU
BLS
BLS
BLS
BLS
KIF
KIR
SEB
KIR
KIR
PRU
OJV
OJV
KIR
OJV
OJV
1990
1974
1998
1998
1998
1998
1972
1998
1997
1997
1997
1994
2002
1998
2005
1999
2006
2006
2010
2010
2010
2006
2006
2006
2013
2013
2013
2007
2013
2008
2004
1994
2004
2005
2001
1985
1996
2007
2011
1996
2013
2013
2013
2000
2005
2008
2007
2007
2007
2005
2009
1994
1998
1994
2005
2007
2009
1994
1998
1998
2009
2006
2004
2009
1990
2000
2003
2004
2004
2012
2009
1993
2006
1998
2007
130,773
77,650
361,486
111,245
158,394
31,616
36,619
113,376
146,601
104,319
119,871
119,601
113,743
148,002
174,302
344,976
23,901
5,589
241,997
124,750
129,809
209,185
256,099
123,388
85,000
52,812
41,537
77,583
37,308
249,029
423,315
299,723
234,557
30,000
201,351
442,554
97,348
24,280
20,485
98,193
331,528
173,259
183,738
59,881
101,066
176,831
24,802
287,507
188,377
80,708
10,000
29,671
40,373
7,200
141,466
379,927
105,851
261,664
24,617
LEASABLE
AREA
(SQ.FT.)
251,775
79,747
89,305
8,000
84,460
113,781
129,093
176,273
169,982
128,765
176,804
282,792
84,916
209,650
PERCENT
LEASED
(1)
TENANT NAME
100.0
HOBBY LOBBY
100.0
100.0
100.0
100.0
100.0
96.0
95.6
100.0
100.0
100.0
99.3
100.0
100.0
SHOP N SAVE
KOHL'S
KOHL'S
KOHL'S
SHOP N SAVE
BURLINGTON COAT
FACTORY
HOME DEPOT
KMART
HOBBY LOBBY
BEST BUY
BED BATH & BEYOND
KMART
GLA
64,876
56,198
89,305
84,460
92,870
68,307
80,000
MAJOR LEASES
TENANT NAME
BURLINGTON COAT
FACTORY
DOLLAR GENERAL
CLUB FITNESS
BIG LOTS
122,540 NAPA AUTO PARTS
128,765
57,028
48,150
30,050 MARSHALLS
122,306 OFFICE DEPOT
SPORTS AUTHORITY
JCPENNEY
GLA
58,400
TENANT NAME
SPORTS AUTHORITY
GLA
35,764
10,500
20,911
35,040
18,442
SOCIETY OF ST. VINCENT
DE PAUL
27,000
40,418 OFFICE DEPOT
46,144
29,400
28,000
TJ MAXX
ROSS DRESS FOR LESS
PACE-BATTLEFIELD, LLC
178,686
81.2
MARSHALLS
33,000
BIG LOTS
28,760 OFFICEMAX
176,081
75.2
40,745
BIG LOTS
30,000
SAVERS
24,500
31,275
25,466
26,000
20,022
25,000
30,000
10,352
17,325
13,800
43,905
37,355
37,491
23,766
17,000
30,000
35,000
37,344
25,482
52,440
49,132
13,271
12,000
28,788 COST PLUS
18,665
COLLEEN'S CLASSIC
CONSIGNMENT
ALBERTSONS
ALBERTSONS
74.6
93.9
89.8 WALMART
89.8 OPPORTUNITY VILLAGE
80.4
SAVERS
75.2
100.0
75.0
79.3
90.5
93.8
93.9
95.0
PIER 1 IMPORTS
SCOLARI'S
WAREHOUSE MARKET
BED BATH & BEYOND
RALEY'S
RALEY'S
SAFEWAY
RALEY'S
92.5
SHAW'S SUPERMARKET
100.0 MICHAELS
100.0
KOHL'S
49,100
58,050
114,513
COLLEEN'S CLASSICS
CONSIGNMENT
DOLLAR TREE
36,800
39,641 OFFICEMAX
-
10,542
50,451
35,185 WILD OATS MARKETS (6)
65,519
61,570
56,061
63,476
SHELL OIL
CVS
RITE AID
71,000
24,300 MODELL'S
91,282
SHAW'S SUPERMARKET
100.0
100.0
100.0
77.4
100.0
97.6
94.5
100.0
100.0
100.0
100.0
100.0
75.3
100.0
100.0
93.9
100.0
100.0
97.7
DOLLAR TREE
23,901
BED BATH & BEYOND
STOP & SHOP (6)
KOHL'S
KOHL'S
SHOPRITE
SPEED RACEWAY
40,415 MARSHALLS
62,532
96,629
86,770
71,676
85,440
RETROFITNESS
PLANET FITNESS
SPORTS AUTHORITY
ROSS DRESS FOR LESS
HIBACHI GRILL & SUPREME
BUFFET
SHOPRITE
A&P
BALLY TOTAL FITNESS
85,000
52,812
28,000
RITE AID OF NEW JERSEY,
INC
PETSMART
DOLLAR TREE
TARGET
TARGET
A&P
BEST MARKET
BEST BUY
LOWE'S HOME CENTER
20,443 OFFICE DEPOT (6)
15,000
GENUARDI'S (6)
126,200
113,156
PATHMARK
56,021 MARSHALLS
37,500
30,000
135,198
134,202
BEST BUY
BURLINGTON COAT
FACTORY
40,728 MARSHALLS
21,578 CYCLE GEAR
21,050
DOLLAR DISCOUNT
CENTER
10,000
18,990
-
17,050
21,319
51,507
39,562
10,366
22,320
40,000
30,076
19,412
13,537
20,006
TRADER JOE'S
BOB'S STORES
BABIES R US
BABIES R US
STAPLES
ACME MARKETS (6)
TJ MAXX
52,869
TJ MAXX
63,966
48,833
LA FITNESS
30,109 MICHAELS
80,542 MARSHALLS
100.0 WALMART
93.3
SHOPRITE
100.0 WHOLE FOODS
MARKET
100.0
STAPLES
100.0 WHOLE FOODS
MARKET
COSTCO
SUPER FRESH (6)
88.5
83.9
92.7 MOVIES WEST
85.0 (cid:1)
54,100
24,280
16,285
60,000
BEST BUY
30,225
147,350
48,142
LACKLAND STORAGE
SUPER FITNESS
67,766
15,000
SPORTS AUTHORITY
TUESDAY MORNING
27,883
ROSS DRESS FOR LESS
26,250 HANCOCK FABRICS
100.0
95.4
100.0
97.5
87.1 NATIONAL
TOPS SUPERMARKET
BEST BUY
RITE AID
KMART
101,066
45,499
12,052
89,935
58,860
KING KULLEN
FOOD BAZAAR
AMUSEMENTS
HOME DEPOT
RITE AID
DUANE READE
DUANE READE
100.0
100.0
100.0
100.0
100.0
58,200 WALGREENS
10,000
10,300
15,638
CAREMORE
TOPS SUPERMARKET
97.9
98.7 WALMART
PATHMARK
100.0
TOYS R US/BABIES R US
100.0
DEAL$
100.0
84,000
151,067
63,459
63,296
14,137
PETSMART
BIG LOTS
ACE HARDWARE
KING KULLEN
120
TOYS R US/BABIES R US
43,123 HARBOR FREIGHT TOOLS
20,965
61,892
51,680
11,050
TJ MAXX
UNITED STATES OF
AMERICA
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
LOCATION
COPIAGUE
ELMONT
ELMONT
ELMSFORD
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 (5)
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND
SYOSSET
VALLEY STREAM
WHITE PLAINS
WOODSIDE
YONKERS
YONKERS
NORTH CAROLINA
ASHEVILLE
CARY
CARY
CHARLOTTE
CHARLOTTE
CHARLOTTE
CHARLOTTE
CORNELIUS
DAVIDSON
DURHAM
DURHAM
GREENSBORO
KNIGHTDALE
KNIGHTDALE
MOORESVILLE
MORRISVILLE
PINEVILLE
RALEIGH
RALEIGH
RALEIGH
RALEIGH
WINSTON-SALEM
OHIO
BEAVERCREEK
COLUMBUS
COLUMBUS
COLUMBUS
DAYTON
HUBER HEIGHTS
KENT
NORTH OLMSTED
YEAR
DEVELOPED
OR
PORTFOLIO ACQUIRED
KIR
OJV
BLS
KIR
KIR
KIR
BLS
KIR
OJV
KIR
KIR
KIR
BIG
KIR
KIR
KIR
SEB
SEB
OIP
KIR
KIR
KIR
1998
2004
2005
2013
2013
2007
2004
2000
2000
2000
1989
2013
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
1968
1986
2012
2012
2011
2012
2002
1996
2011
2011
2011
2007
2008
2003
1993
2006
2003
2011
1969
1986
2002
1988
1998
1984
1999
1988
1988
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
88,222
167,686
227,457
148,946
260,510
100,977
100,641
356,267
47,270
32,124
27,924
22,220
7,500
43,560
10,329
153,820
315,797
98,015
233,812
73,174
136,685
77,600
79,084
408,292
116,186
215,193
184,244
136,955
165,798
169,901
270,747
362,945
9,800
97,103
136,203
LEASABLE
AREA
(SQ.FT.)
163,999
27,078
12,900
143,288
437,105
22,416
PERCENT
LEASED
(1)
100.0
100.0
100.0
100.0
96.6
100.0
TENANT NAME
HOME DEPOT
DUANE READE
CVS
ELMSFORD 119
HOME DEPOT
FRUIT VALLEY
PRODUCE
PETCO
100.0
100.0 WALGREENS
STOP & SHOP
100.0
95.2
STAPLES
100.0 MACY'S
KOHL'S
81.3
DUANE READE (6)
97.3
BEST MARKET
100.0
MAJOR LEASES
TENANT NAME
GLA
TENANT NAME
GLA
SPORTS AUTHORITY
DAVE & BUSTER'S
58,838
60,000
SUNRISE CREDIT SERVICES
34,821
GLA
112,000
14,028
12,900
84,450
116,790
15,200
11,857
13,905
46,753
24,880
50,000
86,584 MICHAELS
18,300
30,700
TOYS R US
ANNIE SEZ
PETCO
DOLLAR TREE
RITE AID
37,328 MARSHALLS
13,360
11,890
24,008 MODELL'S
10,481
11,010
27,540
19,450
29,610
83.8
DUANE READE (6)
17,943
100.0 WHOLE FOODS
MARKET
100.0 W.R. GRACE
100.0
100.0 MILLERIDGE INN
100.0
36,504
33,600
105,851
SAM'S CLUB
SPORTS AUTHORITY
97.3
100.0
100.0
100.0
100.0 MARSHALLS
100.0
100.0 WALDBAUMS
100.0
100.0 NORTH SHORE FARMS
BED BATH & BEYOND
100.0
PETSMART
100.0
DUANE READE
BEST BUY
100.0
100.0
100.0
100.0
100.0
100.0
96.3
100.0
100.0
96.1
87.5
97.6
100.0
95.5
100.0
96.4
100.0
100.0 NEW YORK SPORTS
FAIRWAY STORES
STOP & SHOP
HOME DEPOT
TJ MAXX
TARGET
LA FITNESS
KOHL'S (6)
KMART
STAPLES
CLUB
KEY FOOD
DUANE READE
SHOPRITE
ADVANCE AUTO PARTS
TJ MAXX
BJ'S WHOLESALE CLUB
DICK'S SPORTING
GOODS
BURLINGTON COAT
FACTORY
ROSS DRESS FOR LESS
HARRIS TEETER
HOME DEPOT
HARRIS TEETER
HARRIS TEETER
85.0
100.0
86.2
100.0
95.5
99.0 WALMART
93.0
TJ MAXX
100.0
98.4
96.7
98.3
98.1
98.3
91.6
KOHL'S
ROSS DRESS FOR LESS
DICK'S SPORTING
GOODS
BEST BUY
CARMIKE CINEMAS
KMART
GOLFSMITH GOLF &
TENNIS
53.3
79.2
93.8 OFFICE DEPOT
FOOD LION
139,839
33,180
100,641
103,823
47,270
16,664
27,924
14,450
43,560
10,329
32,003
50,627
85,600
57,260
48,000
149,929
31,303
30,000
60,124
105,015
59,719
-
38,273
22,391
110,300
100.0
134,900 WALMART
30,164
DSW SHOE WAREHOUSE
116,097 HOME DEPOT
115,436
17,035
KING KULLEN
40,114
22,500
44,478
45,000
10,000
41,393 WHOLE FOODS MARKET
28,916
HOME GOODS
CHRISTMAS TREE SHOPS
BOB'S DISCOUNT
FURNITURE
55,162
69,449
102,220
34,798 MICHAELS
BIG LOTS
KING KULLEN
PATHMARK
37,570 NORDSTROM RACK
34,257
24,836 ANNIE SEZ
35,000
15,038
20,000
27,052
32,640 DOLLAR TREE
52,250
17,573 CVS
48,377
11,100
13,013
PATHMARK
59,809
TOYS R US/BABIES R US
42,025
45,189
108,532
55,000
ROSS DRESS FOR LESS
KOHL'S
BED BATH & BEYOND
28,223 HHGREGG
86,584
PETSMART
43,015
48,000
TJ MAXX
31,954
CVS
26,488
26,040
10,722
K&G MEN'S COMPANY
31,577
FITNESS CONNECTION
24,928
CORT FURNITURE RENTAL
27,700
BEST BUY
JO-ANN FABRICS
45,000
16,051
BUY BUY BABY
HIBACHI GRILL & SUPREME
BUFFET
RITE AID
87,110
30,144
45,000
HARRIS TEETER
BED BATH & BEYOND
BEST BUY
47,452
22,941 MICHAELS
30,000
TJ MAXX
BED BATH & BEYOND
FOOD LION
STEIN MART
BED BATH & BEYOND
28,000
36,427
36,000
35,335
STAPLES
STEIN MART
TJ MAXX
ROSS DRESS FOR LESS
31,999
11,200
11,606
21,545
26,297
20,388
36,000
30,000
30,187
132,190
98.5
HARRIS TEETER
60,279
DOLLAR TREE
142,547
269,201
129,008
98.4
97.4
100.0
KROGER
LOWE'S HOME CENTER
KOHL'S
112,862
97.7
PIER 1 IMPORTS
58,945
318,327
106,500
99,862
88.1
99.2
100.0
100.0
KROGER
ELDER BEERMAN
TOPS SUPERMARKET (6)
TOPS SUPERMARKET
122,697
131,644
99,408
12,015
50,545
101,840
103,500
99,862
121
ACE HARDWARE
02 FITNESS
KROGER
GRANT/RIVERSIDE
METHODIST HOSP
PATEL BROTHERS INDIAN
GROCERS
TOWN AND COUNTRY
HARDWARE
12,000
16,593
20,006
14,849
78,314
24,400
11,060
KOHL'S
80,731 MARSHALLS
29,500
-
-
LOCATION
SHARONVILLE
SPRINGDALE
OKLAHOMA
OKLAHOMA CITY
OKLAHOMA CITY
OREGON
ALBANY
CANBY
CLACKAMAS
GRESHAM
GRESHAM
GRESHAM
HILLSBORO
HILLSBORO
MEDFORD
MILWAUKIE
PORTLAND
PENNSYLVANIA
ARDMORE
BEAVER FALLS
BLUE BELL
BROOKHAVEN
CARLISLE
CHAMBERSBURG
CHAMBERSBURG
DEVON
EAGLEVILLE
EAST NORRITON
EAST
STROUDSBURG
EXTON
EXTON
EXTON
GREENSBURG
HAMBURG
HARRISBURG
HAVERTOWN
HORSHAM
MONROEVILLE
MONTGOMERY
NEW KENSINGTON
PHILADELPHIA
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
SOUTH CAROLINA
CHARLESTON
CHARLESTON (5)
GREENVILLE
GREENVILLE
GREENVILLE
GREENVILLE
TENNESSEE
CHATTANOOGA
MADISON
MEMPHIS
TEXAS
ALLEN
AMARILLO
AMARILLO
YEAR
DEVELOPED
OR
PORTFOLIO ACQUIRED
OJV
KIR
OJV
PRU
PRU
BIG
PRU
PRU
PRU
BLS
OJV
BLS
BLS
KIR
OJV
OJV
OJV
OIP
CPP
OIP
OJV
KIR
OJV
KIR
KIR
1977
2000
1997
1998
2006
2009
2007
2006
2009
2009
2010
2008
2009
2007
2006
2007
2000
1996
2005
2013
2008
2006
2012
2008
1984
1973
1999
1996
2005
2002
2000
1972
1996
2013
2013
2002
1986
1997
1983
1995
1996
2005
2006
2007
2010
2007
2011
1986
1999
2004
1983
1996
1986
2005
1996
1986
2006
2006
2006
2006
2006
2006
2006
1998
1978
1995
1997
2009
2010
2012
1973
1978
2001
2006
1997
2003
22,700
115,701
236,672
264,765
208,276
107,583
261,034
210,941
335,043
185,760
115,673
320,744
215,206
120,211
6,300
90,289
131,623
273,104
68,935
82,636
131,794
168,218
60,685
85,184
3,600
50,000
15,400
175,917
80,938
71,737
143,200
257,565
108,950
36,511
151,456
335,252
82,345
19,137
292,878
3,700
149,181
166,495
266,565
107,432
69,288
94,706
165,266
28,102
84,279
151,418
84,524
35,500
186,434
599,681
570,552
69,640
354,830
191,680
199,513
50,588
175,593
40,000
21,162
343,875
142,647
LEASABLE
AREA
(SQ.FT.)
121,105
PERCENT
LEASED
(1)
99.1
TENANT NAME
GABRIEL BROTHERS
GLA
55,103
MAJOR LEASES
TENANT NAME
KROGER
252,110
80.1 WALMART (6)
125,469
HHGREGG
GLA
30,975
TENANT NAME
UNITED ART AND
EDUCATION
31,968 GUITAR CENTER
103,027
100.0
233,797
99.6
ACADEMY SPORTS &
OUTDOORS
HOME DEPOT
97,527
102,962
GORDMANS
50,000
BEST BUY
GROCERY OUTLET
SAFEWAY
SPORTS AUTHORITY
100.0
93.1
98.6
73.4 MADRONA WATUMULL
89.1 MARSHALLS
100.0 WALMART
SAFEWAY
SAFEWAY
SEARS
ALBERTSONS
SAFEWAY
93.8
96.9
88.0
95.7
87.8
ROSS DRESS FOR LESS
22,700
46,293
RITE AID
45,121 NORDSTROM RACK
55,120
27,500 OFFICE DEPOT
60,000
46,114
53,000
77,347
42,630
48,000
CASCADE ATHLETIC CLUB
RITE AID
RITE AID
TINSELTOWN
RITE AID
DOLLAR TREE
27,465 CANBY ACE HARDWARE
27,766 OLD NAVY
PETSMART
26,832
26,706
BIG LOTS
21,633
JO-ANN FABRICS
23,714
27,465 DSW SHOE WAREHOUSE
57,273
31,472
11,660
THE MEDFORD CLUB
JO-ANN FABRICS
BANANA REPUBLIC
HOME DEPOT
HOME GOODS
99,725
107,806
93,444
-
71,441
67,521 WINE & SPIRITS SHOPPE
88,782
GIANT FOOD
33,504 WINE & SPIRITS SHOPPE
10,180
107,400
26,767
11,309
68,000 MICHAELS
10,394
RETRO FITNESS
18,025
JO-ANN FABRICS
12,250
10,263
66,506
102,763
60,685
85,184
26,775 MICHAELS
15,400
83,777
80,938
48,820
29,650
67,179
101,750
33,000
33,000
AMERICAN SIGNATURE
BED BATH & BEYOND
BED BATH & BEYOND
HIBACHI GRILL & SUPREME
BUFFET
PATHMARK
137,000
82,345
12,900
237,151
23,225
48,884 OLD COUNTRY BUFFET
11,200
25,312 MICHAELS
32,037 HHGREGG
23,629
28,892
12,700
66,703
PEP BOYS
20,800
33,233
RITE AID
15,000
TJ MAXX
BEST BUY
30,000
30,720
STAPLES
PETSMART
23,884
20,245
STAPLES
26,535
EMPIRE BEAUTY SCHOOL
11,472
JO-ANN FABRICS
31,000
PARTY CITY
10,000
31,296
85,188
55,537
69,288
54,785
66,825
23,294
84,279
48,800
84,524
30,500
90.8 MACY'S
KMART
KOHL'S
100.0
100.0
100.0
GIANT FOOD
95.0
GIANT FOOD
94.0
100.0
KOHL'S
100.0 WHOLE FOODS
MARKET
DOLLAR TREE
SHOPRITE
KMART
24.9
98.6
80.8
100.0
100.0
100.0
100.0
100.0
81.8
100.0
100.0
94.5
98.8
98.9
ACME MARKETS
KOHL'S
TJ MAXX
LEHIGH VALLEY HEALTH
GANDER MOUNTAIN
KOHL'S
GIANT FOOD
PETSMART
GIANT FOOD
GIANT EAGLE
100.0 MERCY HOSPITAL
TOYS R US
100.0
TARGET
KOHL'S
CVS
SEARS
92.8
100.0
100.0
98.3
100.0
82.0 WHOLE FOODS
MARKET
HHGREGG
BJ'S WHOLESALE CLUB
SUPER FRESH
98.6
98.1
100.0
100.0 WALMART
100.0
97.2
100.0
GIANT FOOD
GIANT FOOD
PRISM CAREER
INSTITUTE
BIG LOTS
GIANT FOOD
KOHL'S
GIANT FOOD
100.0
86.8
100.0
100.0
98.4
99.4
96.7
81.1
100.0
98.2
99.1
AMIGO SUPERMARKET
SAM'S CLUB
KMART
35,588 OFFICEMAX
138,622
118,242
COSTCO
HOME DEPOT
18,100 CHUCK E CHEESE
134,881
109,800
JCPENNEY
ECONO RIAL
HOME DEPOT
2000 CINEMA CORP.
KMART
109,800
60,000
80,100
SAM'S CLUB
SUPERMERCADOS MAXIMO
PUEBLO SUPERMARKET
100,408 CARIBBEAN CINEMA
PETSMART
35,651
26,869 ANNA'S LINENS
129,907
92.5
BOB'S STORES
41,114 MARSHALLS
28,000
TONI & GUY
HAIRDRESSING ACAD
52,334
31,220 OFFICE DEPOT
STEIN MART
37,000
29,096
PETCO
BARNES & NOBLE
189,554
159,290
148,532
297,928
97.5
81.0
53.5
94.4
HARRIS TEETER
TJ MAXX
INGLES MARKETS
118,736
100.0
51,672
81.0
ACADEMY SPORTS &
OUTDOORS
THE FRESH MARKET
THE RUSH FITNESS
COMPLEX
TRADER JOE'S
65,000
89,510
20,550
65.8
SAVE-A-LOT
99.5 OLD TIME POTTERY
100.0
BED BATH & BEYOND
25,168
99,400 WALMART
40,000
35,000
TJ MAXX
12,836
39,687
100.0
99.3
97.9
CREME DE LA CREME
HOME DEPOT
ROSS DRESS FOR LESS
21,162
109,800
30,187
KOHL'S
BED BATH & BEYOND
94,680
30,000
PETSMART
JO-ANN FABRICS
25,416
30,000
122
GLA
19,467
15,750
45,753
14,785
20,400
21,600
25,000
22,500
19,949
34,749
13,775
21,479
13,600
98,348
56,372
45,126
13,279
11,895
12,020
15,314
25,389
30,300
LOCATION
ARLINGTON
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
BAYTOWN
BEAUMONT
BROWNSVILLE
BURLESON
COLLEYVILLE
CONROE
COPPELL
CORPUS CHRISTI
CORPUS CHRISTI
DALLAS
DALLAS
FORT WORTH
FRISCO
GEORGETOWN
GRAND PRAIRIE
HOUSTON
HOUSTON
HOUSTON
HOUSTON
HOUSTON
HOUSTON
HUMBLE
LAKE JACKSON
LEWISVILLE
LEWISVILLE
LEWISVILLE
LUBBOCK
MESQUITE
MESQUITE
NEW BRAUNFELS
PASADENA
PASADENA
PLANO
PLANO
RICHARDSON
SOUTHLAKE
SUGAR LAND
TEMPLE
WEBSTER
UTAH
OGDEN
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
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
YEAR
DEVELOPED
OR
PORTFOLIO ACQUIRED
OJV
OJV
OJV
OJV
OJV
KIR
OJV
PRU
OJV
OIP
OJV
KIR
PRU
OJV
OJV
OIP
BLS
BLS
KIR
KIR
KIR
BLS
KIF
OIP
KIR
PRU
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
1997
2011
2011
2011
2011
2011
1998
1998
2003
2007
1996
2005
2005
2011
2006
2006
2006
1997
2011
1998
2007
2012
2006
2011
2006
2005
2006
2013
2013
2013
1996
2013
2012
1998
1998
1998
1998
1974
2006
2003
1999
2001
2011
1996
1998
2008
2012
2013
2006
1967
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
2005
2005
2005
2005
2005
2005
2005
LEASABLE
AREA
(SQ.FT.)
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
289,322
20,425
99,154
60,175
83,867
171,143
291,121
230,197
115,416
234,588
41,576
237,634
144,055
350,836
149,065
96,500
316,624
34,969
74,837
123,560
93,668
108,326
79,550
209,766
86,479
169,190
240,881
149,343
100,598
115,579
37,447
96,623
262,799
365,623
PERCENT
LEASED
(1)
100.0
100.0
100.0
100.0
95.0
95.0
92.4
73.8
100.0
99.3
100.0
84.0
100.0
99.7
100.0
99.4
100.0
100.0
95.7
100.0
94.3
TENANT NAME
HOBBY LOBBY
CONN'S
BARNES & NOBLE
DAVE & BUSTER'S
GATTILAND
ACADEMY SPORTS &
OUTDOORS
TOYS R US/BABIES R US
HEB GROCERY
FRY'S ELECTRONICS
BED BATH & BEYOND
HOBBY LOBBY
BURLINGTON COAT
FACTORY
KOHL'S
CREME DE LA CREME
ASHLEY FURNITURE
HOMESTORE
CREME DE LA CREME
BEST BUY
BED BATH & BEYOND
ROSS DRESS FOR LESS
CVS
96.1 MARSHALLS
92.8
HOBBY LOBBY /
MARDELS
DOLLAR TREE
24 HOUR FITNESS
80.5
92.3
100.0 MICHAELS
100.0
100.0
TJ MAXX
BEST BUY
94.7 MARSHALLS
94.9 OLD NAVY
100.0
99.2
66.7
64.8
81.5
97.4
95.4
96.2
95.5
100.0
100.0
100.0
100.0
100.0
BURLINGTON COAT
FACTORY
KOHL'S
BABIES R US (6)
DSW SHOE
WAREHOUSE
PETSMART
KROGER
BURLINGTON COAT
FACTORY
KOHL'S
PETSMART
BEST BUY
HOME DEPOT
HOME DEPOT EXPO (6)
50.5 OFFICEMAX
82.5
95.7
91.6
97.6
KROGER
HOBBY LOBBY
HOBBY LOBBY
142,628
100.0
COSTCO
28,800
124,148
71,509
1,702
343,099
101,332
52,946
4,842
32,000
2,454
3,650
4,261
3,000
10,578
10,002
8,000
5,126
6,818
4,800
2,909
6,000
11,097
7,200
8,027
6,100
5,540
7,241
3,076
5,892
5,020
7,256
4,828
3,000
100.0
100.0
100.0
THE ROOF CENTER
SAFEWAY
ASHLEY HOME STORES
BASSETT FURNITURE
CHUCK E CHEESE
CRACKER BARREL
COSTCO
100.0
100.0
100.0 WALGREENS
87.1
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
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
123
GLA
96,127
26,650
24,685
40,000
31,094
61,452
55,000
64,310
108,028
42,098
63,328
MAJOR LEASES
TENANT NAME
GLA
TENANT NAME
GLA
PETCO
12,350
24 HOUR FITNESS
PACIFIC RESOURCES
ASSOCIATES
BED BATH & BEYOND
29,678 DOLLAR TREE
GOLD'S GYM
46,690
44,846 WORLD MARKET
14,326
30,000
19,089
BUY BUY BABY
ROSS DRESS FOR LESS
28,730
30,108
ROSS DRESS FOR LESS
26,250
80,274
TJ MAXX
28,460 MICHAELS
ROSS DRESS FOR LESS
30,187
TJ MAXX
21,447
28,000
TJ MAXX
32,000
ROSS DRESS FOR LESS
30,183
86,584
20,188
48,000
38,032
81,392
13,250
30,000
21,531
32,000
35,317
30,382
19,222
96,500
ROSS DRESS FOR LESS
20,425
47,616
26,300 MICHAELS
28,160 OFFICEMAX
16,799
VITAMIN COTTAGE
NATURAL FOOD
ROSS DRESS FOR LESS
HEMISPHERES
CVS
ROSS DRESS FOR LESS
ROSS DRESS FOR LESS
HOME GOODS
BED BATH & BEYOND
PETCO
34,000
24,800
23,500
11,110
SHOE CARNIVAL
BIG LOTS
ULTA 3
30,079 OFFICE DEPOT
50,000
SPROUTS FARMERS
MARKET
10,080
29,931 MARSHALLS
BED BATH & BEYOND
BARNES & NOBLE
30,187
31,620
26,535 OFFICEMAX
13,500
17,538
18,007
10,800
20,000
26,043
28,000
30,049
25,001
23,500
88,827
TJ MAXX
50,035
ROSS DRESS FOR LESS
30,237
42,420
20,000
BED BATH & BEYOND
CHARMING CHARLIE
34,030
12,600
25,448 OFFICEMAX
51,000
75,953
ASHLEY FURNITURE
HOMESTORE
23,500 CITY OF LUBBOCK
18,000
52,984
HOME ZONE FURNITURE
27,760
86,479
26,027 OFFICEMAX
36,896
149,343
97,798
30,676
FOX & HOUND
ROSS DRESS FOR LESS
23,500 MICHAELS
30,187 MARSHALLS
22,491
30,000
20,000
64,842
56,125
100,086
142,628
28,800
53,495
39,903
ROSS DRESS FOR LESS
BEL FURNITURE
30,187 MARSHALLS
58,842
BED BATH & BEYOND
28,000
53,829
CVS
BOOKS-A-MILLION
12,380
21,006
139,658
40,000
HOME DEPOT
TJ MAXX
126,290 OFFICE DEPOT
27,888
19,703
32,000
10,578
10,002
11,097
LOCATION
PORTFOLIO ACQUIRED
YEAR
DEVELOPED
OR
LEASABLE
AREA
(SQ.FT.)
PERCENT
LEASED
(1)
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
FREDERICKSBURG
HARRISONBURG
LEESBURG
MANASSAS
PENTAGON CITY (5)
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
PRINCE GEORGE
PRINCE GEORGE
SURREY
SURREY
SURREY
VICTORIA
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
OIP
SEB
PRU
BLS
CPP
OIP
SEB
OIP
OIP
OIP
OIP
BLS
BLS
OJV
KIR
KIR
PRU
KIR
PRU
BIG
OIP
BIG
PRU
PRU
PRU
BLS
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
UJV
UJV
UJV
UJV
UJV
UJV
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2007
2007
2013
2010
1999
1995
2005
2007
2004
2005
2005
2005
2005
2013
2008
2013
1973
1998
2007
2013
1998
2007
2000
2006
2010
2012
2010
2010
2006
2012
2006
2012
2006
2013
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
2005
2008
2002
2001
2005
2002
33,179
3,822
3,028
4,352
7,000
10,125
10,125
2,170
7,200
1,762
7,993
10,125
190,484
318,794
107,233
331,229
84,683
128,612
3,060
299,536
81,789
4,211
4,400
7,310
101,042
331,280
361,050
799,442
186,079
269,989
305,865
163,076
122,842
127,779
430,376
235,565
144,027
63,413
138,787
69,144
219,892
188,951
87,730
116,613
128,478
228,293
151,802
34,832
271,462
36,218
34,518
372,724
81,834
69,820
337,810
170,727
113,677
MAJOR LEASES
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
HHGREGG
GLA
33,179
CVS
CVS
10,125
10,125
SHONEY'S
KOHL'S
SHOPPERS FOOD
BURLINGTON COAT
FACTORY
COSTCO
ROOMS TO GO
BURLINGTON COAT
FACTORY
10,125
88,248 MARTIN'S
63,168
69,960
STEIN MART
AUTOZONE
73,396
36,900
10,852
ROSS DRESS FOR LESS
25,994
169,452 MARSHALLS
42,142
BEST BUY
36,532
84,683
121,550
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
96.6
97.7
94.7
100.0
100.0
100.0
40,002 MARSHALLS
47,700
HHGREGG
35,134
34,089
ROSS DRESS FOR LESS
29,826
495,038
97.5
SHOPPERS FOOD
63,971
DICK'S SPORTING GOODS
57,437
ANTIQUES & AUCTION
LA FITNESS
61,500
67,995
45,210 MICHAELS
STAPLES
TJ MAXX
23,942
30,545
35,333 HHGREGG
PETCO
ROSS DRESS FOR LESS
209,613
73,882
LOWE'S HOME CENTER
THE SALVATION ARMY
135,197
SAM'S CLUB
17,070 WEDGEWOOD
51,696 OFFICE DEPOT
101,495 WALMART
40,000
103,950
BEST BUY
COSTCUTTER
SUPERMARKET
JO-ANN FABRICS
RITE AID
23,070
76,207 NORDSTROM RACK
30,000
67,070
BED BATH & BEYOND
GOODWILL INDUSTRIES
43,506
BARNES & NOBLE
100.0
91.1 MICHAELS
100.0
DICK'S SPORTING
GOODS
100.0
100.0
100.0
GIANT FOOD
100.0
SHOPPERS FOOD
100.0
100.0
TOYS R US
100.0 WALMART
81.0
REGENCY FURNITURE
173,746
509,924
188,885
363,254
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
467,177
ALBERTSONS (6)
88.2
95.5
TARGET
98.6 MACY'S
KMART
91.7
ROSS DRESS FOR LESS
RITE AID
SAFEWAY
SAFEWAY
ALBERTSONS
BARNES & NOBLE
86.6 QFC
85.8
89.3
93.7
88.4
69.1
100.0
100.0
SAFEWAY
92.4
SAFEWAY
100.0
ROSS DRESS FOR LESS
85.2
BED BATH & BEYOND
93.8
100.0
TJ MAXX
94.0 MACY'S
55,069
27,200
23,380
61,000
55,275
54,736
20,779
39,556
55,003
29,020
36,692
25,160
48,670
SPORTS AUTHORITY
45,364
BARTELL DRUGS
17,622
ROSS DRESS FOR LESS
PETCO
BARTELL DRUGS
JO-ANN FABRICS
ROSS DRESS FOR LESS
DESTINY CITY CHURCH
BEST BUY
21,287
16,459
13,327
29,903
TRADER JOE'S
RITE AID
RITE AID
25,000
23,228 OFFICE DEPOT
45,884
SPORTS AUTHORITY
208,888
97.6 WALMART
144,298
STAPLES
15,642
100.0
100.0 WINNERS
SEARS WHOLE HOME
46,043
34,740
BED BATH & BEYOND
SPORT CHEK
100.0
TARGET (ZELLERS)
97.4 WINNERS
BEST BUY
97.8
THE BRICK
100.0
T&T SUPERMARKET
96.3
(LOBLAWS)
SOBEYS
93.9
100.0 MICHAELS
98.9 WALMART
89.3
100.0
97.8
89.8
93.4
SAVE-ON-FOODS
TARGET
SAFEWAY
PRICESMART FOODS
LONDON DRUGS
100.0 WINNERS
HOMESENSE
SEARS
100.0 WINNERS
100.0
93.5
94.9
100.0
SAVE ON FOODS
100.0
90.5
97.1
96.5
100.0
92.6
92.8
BUY-LOW FOODS
THE BAY
SAVE ON FOODS
BRICK WAREHOUSE
HOME DEPOT
SAFEWAY
SAFEWAY
122,616
34,227
36,726
45,803
47,496
HOMESENSE
HOMESENSE
HOME OUTFITTERS
LONDON DRUGS
34,606
24,180 WINNERS
SAFEWAY
60,346
31,420
DOLLAR TREE
115,407 WINNERS HOMESENSE
55,724
59,648
26,422
45,500
SUPER VALU
JYSK
GOODLIFE FITNESS
34,175 MICHAELS
34,983
HOMESENSE
37,809
33,265
LONDON DRUGS
BUSINESS DEPOT
(STAPLES)
28,600 DOLLAR TREE
26,792
40,539
36,115
PETSMART
LONDON DRUGS
BED, BATH & BEYOND
23,505
29,586
13,164
51,982
26,034
JYSK LINEN
PETSMART
STAPLES
23,420 CHEVRON
18,500
23,754
24,986 CHAPTERS
FUTURE SHOP
60,679
FAMOUS PLAYERS
57,802
LONDON DRUGS
22,834
111,500
39,068
29,808
103,879
52,174
55,159
120,684
SAVE ON FOODS
SHOPPERS DRUG MART
44,602
15,898
LONDON DRUGS
32,428
CINEPLEX ODEON
LONDON DRUGS
NEW HOLLYWOOD
THEATRE
SAFEWAY
52,000 WINNERS
27,894
11,806
30,927
55,720
FAMOUS PLAYERS
55,568
472,718
99.4
TARGET
124
12,000
30,179
33,000
135,193
16,700
47,328
21,875
41,258
28,000
35,735
24,987
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
16,964
23,559
23,782
31,743
LOCATION
PORTFOLIO ACQUIRED
(SQ.FT.)
YEAR
DEVELOPED
OR
LEASABLE
AREA
PERCENT
LEASED
(1)
TENANT NAME
TRAIL
WESTBANK
NOVA SCOTIA
UJV
UJV
DARTMOUTH
HALIFAX
UJV
UJV
NEWFOUNDLAND & LABRADOR
UJV
ST. JOHN'S
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
CHILE
VINA DEL MAR
MEXICO
BAJA CALIFORNIA
MEXICALI
MEXICALI
ROSARITO
TIJUANA
CHIAPAS
TAPACHULA
CHIHUAHUA
JUAREZ
COAHUILA
CIUDAD ACUNA
SABINAS
DURANGO
DURANGO
HIDALGO
PACHUCA
JALISCO
GUADALAJARA
GUADALAJARA
LAGOS DE MORENO
PUERTO VALLARTA
MEXICO
OJO DE AUGUA
MEXICO CITY
INTERLOMAS
IXTAPALUCA
TLALNEPANTLA
MORELOS
CUAUTLA
NAYARIT
NUEVO VALLARTA
(3)
NUEVO LEON
MONTERREY
OAXACA
TUXTEPEC
TUXTEPEC
QUINTANA ROO
CANCUN
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
2005
2008
2008
2006
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
2006
2006
2007
2007
2007
2003
2007
2007
2007
2005
2005
2006
2007
2006
2008
2007
2007
2005
2006
2007
2006
2005
2007
2008
71,985
276,407
69,857
71,423
105,965
54,950
17,032
90,048
213,077
118,637
267,865
160,265
288,148
127,270
135,242
88,749
171,497
111,763
179,367
137,818
49.1 NO FRILLS
96.9
SAVE-ON-FOODS
93.8
100.0 WALMART
SOBEYS
GLA
41,409
38,874
75,694
132,192
MAJOR LEASES
TENANT NAME
GLA
TENANT NAME
GLA
SHOPPERS DRUG MART
16,679 HOME HARDWARE
SHOPPERS DRUG MART
17,400 DOLLARAMA
365,599
94.5
SPORT CHEK
40,152
BED BATH & BEYOND
30,605
LABELS
GALAXY
20,000
SHOPPERS DRUG MART
18,040
96.9 METRO
79.1
96.1
100.0
100.0
SEARS
FRESH CO.
FOOD BASICS
TARGET
PRICE CHOPPER (6)
100.0
100.0
PHARMAPRIX (6)
TALIZE
45,485
88,898
28,848
36,484
95,978
29,950
17,032
34,073
DOLLAR TREE
10,500
HAWKESBURY HOSPITAL
OFFICES
13,000
BINGO HALL
SHOPPERS DRUG MART
18,163
CANADIAN TIRE
97.3
100.0
100.0 WINNERS
96.2 WALMART
100.0
BED BATH & BEYOND
WALMART
88.6
100.0 METRO
100.0
TARGET
100.0 WINNERS
FOOD BASICS
YOUR INDEPENDENT
GROCER
SEARS
FAMOUS PLAYERS
CANADIAN TIRE
TARGET
WINNERS
60,872 METRO
27,308
STAPLES
67,604 METRO
28,015 MICHAELS
116,649 METRO
40,265
BEST BUY
105,078 METRO
STAPLES
29,609
35,134 MARK'S WORK
49,018
WEARHOUSE
PHARMA PLUS
43,000 WINNERS
58,099
STAPLES
114,577 NO FRILLS
134,845 METRO
31,896
DOT FURNITURE
CANADIAN TIRE
SEARS WHOLE HOME
FRESH CO.
56,297
60,444
33,441
FUTURE SHOP
HOME OUTFITTERS
VALUE VILLAGE
82,872
100.0
109,459
250,208
152,175
384,322
326,519
171,162
133,035
391,292
158,690
95.5
100.0
100.0
96.8
100.0
95.4
100.0
98.9
99.2
53,768
20,038
49,112
21,563
42,108
HURON HOUSE
RESTAURANT
SHOPPERS DRUG MART
SHOPPERS DRUG MART
SHOPPERS DRUG MART
PETSMART
CANADIAN NTL
INSTITUTE OF HEALTH
37,076 HOMESENSE
24,670
14,644 DOLLARAMA
11,439
10,648
32,447 HOMESENSE
27,391 CHAPTERS
51,965
53,008
13,984
I.C.U. THEATERS
LA FITNESS
SEARS APPLIANCE &
MATTRESS (6)
38,310
PETSMART
42,632 WINNERS
26,685
SHOPPERS DRUG MART
389,273
99.7
TARGET
107,806 WEST ROYALTY FITNESS
60,157
LOBLAWS
715,128
208,717
286,507
368,919
116,147
221,388
96.7
86.8
TARGET
SUPER C
100.0 WALMART
100.0
100.0
89.9
CINEMA GUZZO
TARGET
CINEMA GUZZO
114,753
48,198
125,719
91,000
116,147
47,732
THE BRICK
LES AILES DE LA MODE
CANADIAN TIRE
LE GRANDE MARCHE
TOYS R US
45,860
20,378 DOLLARAMA
88,640
65,220 MAXI
SUPER C
IGA
31,848
VALUE VILLAGE
269,965
94.5
LIDER
85,574
SODIMAC
25,000
385,671
121,254
489,736
495,783
98.6 WALMART
CINEPOLIS
HOME DEPOT
100.0
92.1
89.6 WALMART
106,480
46,225
95,217
124,388
CINEPOLIS
PETER PIPER PIZZA
CINEPOLIS
CINEPOLIS
343,917
94.3
WALMART
123,719
CINEPOLIS
46,818
VIPS
12,917 OFFICE DEPOT
40,149 WALMART
40,111 HOME DEPOT
41,484
CASINO MAGIC O
CENTRAL
236,681
93.2
SORIANA
150,587
ELEKTRA
10,764
10,035
12,818
29,913
12,000
10,029
13,989
16,339
23,514
15,293
14,824
28,604
10,558
23,665
24,532
16,774
27,240
11,589
23,767
35,094
23,782
35,513
41,352
10,679
52,300
44,732
23,747
20,953
17,588
109,442
95,368
21,846
31,699
10,147
100.0
100.0 WALDOS
COPPEL
14,279
10,147
11,911
100.0
153,801
91.1
HOME DEPOT
118,403 OFFICE MAX
129,705
719,590
15,645
87,689
92.6 WALMART
75.0 WALMART
100.0
99.1
SORIANA
69,018
129,210
FAMSA
CINEPOLIS
75,186
15,603
15,918
52,498
BEST BUY
61,862
238,941
96.8
CHEDRAUI GROCERY
123,497
CINEMEX
33,239 ZONA FITNESS
245,439
13,702
398,911
COMERCIAL
MEXICANA
93.1
100.0
96.9 WALMART
29,324
CINEMEX
51,408
ZARA
121,683
CINEPOLIS
63,082
SUBURBIA
478,585
79.3 WALMART
124,855
CINEMEX
45,607
SAM´S
271,107
85.2
WALMART
124,363
CINEPOLIS
27,118
15,317
17,605
54,383
98,775
381,077
79.0
HEB
110,007
CINEMEX
44,168
PLAY CITY
26,331
96,913
213,400
97.8 WALMART
76.8
CINEMEX
63,187
30,139
SAMS
254,697
84.6
CHEDRAUI GROCERY
127,642
CINEMEX
69,739
31,504
125
LOCATION
PORTFOLIO ACQUIRED
(SQ.FT.)
YEAR
DEVELOPED
OR
LEASABLE
AREA
PERCENT
LEASED
(1)
TENANT NAME
GLA
TENANT NAME
GLA
TENANT NAME
GLA
MAJOR LEASES
SONORA
HERMOSILLO
LOS MOCHIS
SAN JUAN
SAN JUAN DEL RIO
TAMAULIPAS
ALTAMIRA
MATAMOROS
MATAMOROS
MATAMOROS
MATAMOROS
NUEVO LAREDO
NUEVO LAREDO
NUEVO LAREDO
REYNOSA
REYNOSA
RIO BRAVO
RIO BRAVO
TAMPICO
VERACRUZ
MINATITLAN
PERU
LIMA (2)
LIMA
CJV
2008
2007
2006
2007
2007
2007
2007
2007
2007
2007
2006
2007
2007
2007
2008
2007
2007
2012
2008
422,597
140,961
84.8
81.9 WALMART
SEARS
143,375
88,686
C&A
54,325
CINEPOLIS
52,099
160,187
95.3 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
94,205
9,684
9,673
184,642
16,162
FAMSA
100.0
98.4
CINEPOLIS
100.0 WALDOS
100.0 WALDOS
69.5
100.0 WALDOS
100.0
89.4 WALMART
94.5 WALMART
100.0
100.0
64.7
100.0
HEB
SORIANA
39,554
OFFICE DEPOT
18,141
HOME DEPOT
93,070
CINEPOLIS
49,149
10,276
40,311
11,782
10,900
10,760
110,265
70,611
Ê
69,291
CINEMEX
21,570
19,847
100.0 WALDOS
10,717
36,979
13,236
100.0
TOTAL 852 SHOPPING CENTER PROPERTY
INTERESTS (4)
124,538,459
(1)
(2)
Percent leased information as of December 31, 2013.
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.
Tenant is Dark & Paying
(3) Denotes operating property not yet in occupancy.
(4) Does not include 575 properties, primarily through the Company’s preferred equity investments, and other real estate investments totaling approximately 13.2 million square feet of GLA.
(5) Denotes projects which exclude GLA of units being held for redevelopment
(6)
BIG Denotes property interest in BIG Shopping Centers.
BLS Denotes property interest in Blackstone Portfolio.
CPP Denotes property interest in Canada Pension Plan.
KIF Denotes property interest in Kimco Income Fund.
KIR Denotes property interest in Kimco Income REIT.
OIP Denotes property interest in Other Institutional Programs.
OJV Denotes property interest in Other US Joint Ventures.
PRU Denotes property interest in Prudential Investment Program.
SEB Denotes property interest in SEB Immobilien.
UJV Denotes property interest in Unconsolidated Joint Venture.
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Shareholder Information
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
Kimco Realty Corporation and Subsidiaries
Stock Listings
NYSE—Symbols
KIM, KIMprH, KIMprI
KIMprJ, KIMprK
On May 6, 2013 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, 2013, 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 May 6, 2014, at
Grand Hyatt New York
109 E 42nd Street
New York, NY 10017.
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
Aurora, CO
720-870-1210
Hollywood, FL
954-923-8444
Orlando, FL
407-302-4400
Tampa, FL
727-536-3287
Rosemont, IL
847-294-6400
Newton, MA
617-933-2820
Timonium, MD
410-684-2000
Charlotte, NC
704-367-0131
128
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 2013
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 2,652 as of March 7, 2014.
Raleigh, NC
919-791-3650
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
Richboro, PA
215-322-2750
Dallas, TX
214-720-0559
Houston, TX
832-242-6913
San Antonio, TX
210-566-7610
Arlington, VA
703-415-7612
Woodbridge, VA
703-583-0071
Bellevue, WA
425-373-3500
Canada
Toronto, Ontario
416-593-6358
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R E A L T Y
R E A L T Y
R E A L T Y
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 publicly traded portfolio of neighborhood and community shopping
centers. As of December 31, 2013, the company owned interests in 852 shopping
centers comprising 125 million square feet of leasable space across 42 U.S. states,
Puerto Rico, Canada, Mexico and South America.
TR ANSFORM 4 SIMPLIFY 6 REDEVEL OP 8 PLUS 10
LETTER FROM THE CHAIRMAN
2
2013 OPERATING REVIEW
FORM 10-K
12
21
SHAREHOLDER INFORMATION
128
CORPORATE DIRECTORY
IBC
Top right: Suburban Square, Philadelphia, PA
Corporate Directory
Board of Directors
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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 (1)(2)(3)
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
Executive Management
Milton Cooper
Executive Chairman
David B. Henry
Vice Chairman, President
& Chief Executive Officer
Conor C. Flynn
Executive Vice President
& Chief Operating Officer
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer & Treasurer
Corporate Management
James Bruin
Vice President,
Portfolio Management
David F. Bujnicki
Vice President,
Investor Relations &
Corporate Communications
Raymond Edwards
Vice President,
Retail Services
Leah Landro
Vice President,
Human Resources
Scott G. Onufrey
Senior Vice President,
Acquisitions & Investment
Management
Bruce Rubenstein
Senior Vice President,
General Counsel &
Secretary
Thomas Taddeo
Vice President,
Chief Information Officer
Paul Westbrook
Vice President,
Chief Accounting Officer
U.S. Regional Management
Robert Nadler
President,
Central Region
Paul D. Puma
President,
Florida/Southeast Region
Wilbur “Tom” Simmons III
President,
Mid-Atlantic Region
Armand Vasquez
President,
Western Region
Josh Weinkranz
President,
Northeast Region
International Management
Michael Melson
Managing Director,
Latin America
Kelly Smith
Managing Director,
Canada
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R E A L T Y
2013 Annual Repor t
R E A L T Y
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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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