Kimco 10-K 12/31/2008



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

Form 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[NO FEE REQUIRED]

For the fiscal year ended December 31, 2008

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[NO FEE REQUIRED]

For the transition period from __________ to __________

Commission file number 1-10899

Kimco Realty Corporation

(Exact name of registrant as specified in its charter)


Maryland

 

13-2744380

(State of incorporation)

 

(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(g) of the Act:

Title of each class

 

Name of each exchange on
which registered

 

 

 

Common Stock, par value $.01 per share.

 

New York Stock Exchange

 

 

 

Depositary Shares, each representing one-tenth of a share of 6.65% Class F Cumulative Redeemable

Preferred Stock, par value $1.00 per share.

 

New York Stock Exchange

 

 

 

Depositary Shares, each representing one-hundredth of a share of 7.75% Class G Cumulative Redeemable

Preferred Stock, par value $1.00 per share.

 

New York Stock Exchange


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


Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [X]  No [   ]


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 [X]


Indicate by check mark whether the Registrant (i) 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 (ii) has been subject to such filing requirements for the past 90 days.    Yes [X]  No [   ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     [X]


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12-b of the Exchange Act.


Large Accelerated Filer   [X]     Accelerated Filer   [   ]     Non-Accelerated Filer   [   ]     Smaller Reporting Company   [   ]


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   [   ]     No   [X]


The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $8.3 billion based upon the closing price on the New York Stock Exchange for such stock on June 30, 2008.


 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date.


271,084,295 shares as of February 19, 2009.


Page 1 of 411


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 12, 2009.


Index to Exhibits begins on page 67.





TABLE OF CONTENTS


Item No.

 

Form 10-K
Report
Page

 

PART I

 

 

 

 

    1.

Business

3

 

 

 

    1A.

Risk Factors

11

 

 

 

    1B.

Unresolved Staff Comments

16

 

 

 

    2.

Properties

16

 

 

 

    3.

Legal Proceedings

18

 

 

 

    4.

Submission of Matters to a Vote of Security Holders

18

 

 

 

 

Executive Officers of the Registrant

41

 

 

 

 

 

 

 

PART II

 

 

 

 

    5.

Market for Registrant's Common Equity,

Related Shareholder Matters and Issuer Purchases of Equity Securities

42

 

 

 

    6.

Selected Financial Data

43

 

 

 

    7.

Management’s Discussion and Analysis of Financial Condition and
Results of Operations

45

 

 

 

    7A.

Quantitative and Qualitative Disclosures About Market Risk

61

 

 

 

    8.

Financial Statements and Supplementary Data

62

 

 

 

    9.

Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

62

 

 

 

    9A.

Controls and Procedures

63

 

 

 

    9B.

Other Information

63

 

 

 

 

 

 

 

PART III

 

 

 

 

    10.

Directors, Executive Officers and Corporate Governance

65

 

 

 

    11.

Executive Compensation

65

 

 

 

    12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

65

 

 

 

    13.

Certain Relationships and Related Transactions, and Director Independence

65

 

 

 

    14.

Principal Accountant Fees and Services

65

 

 

 

 

 

 

 

PART IV

 

 

 

 

    15.

Exhibits, Financial Statements and Schedules

66




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PART I


FORWARD-LOOKING STATEMENTS


This annual report on Form 10-K, together with other statements and information publicly disseminated by Kimco Realty Corporation (the "Company" or "Kimco") 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 these safe harbor provisions.  Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions.  You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which 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 economic and local real estate conditions, including real estate values, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing on favorable terms, (iv) changes in governmental laws and regulations, (v) the level and volatility of interest rates and foreign currency exchange rates, (vi) the availability of suitable acquisition opportunities, (vii) valuation of joint venture investments, (viii) valuation of marketable securities and other investments and (ix) increases in operating costs. Accordingly, there is no assurance that the Company’s expectations will be realized.


Item 1.  Business


General


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 its management has owned and operated neighborhood and community shopping centers for over 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, 2008, the Company had interests in 1,950 properties, totaling approximately 182.2 million square feet of gross leasable area (“GLA”) located in 45 states, Puerto Rico, Canada, Mexico, Chile, Brazil and Peru. The Company’s ownership interests in real estate consist of its consolidated portfolio and in portfolios where the Company owns an economic interest, such as properties in the Company’s investment management programs, where the Company partners with institutional investors and also retains management (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  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.


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 annual report on Form 10-K.  On the Company’s web site you can obtain, free of charge, a copy of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon as reasonably practicable, after we file such material electronically with, or furnish it to, the Securities and Exchange Commission (the "SEC").


History


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").  In 1994, the Company reorganized as a Maryland corporation.


The Company's growth through its first 15 years resulted primarily from the ground-up development and construction of its shopping centers.  By 1981, the Company had assembled a portfolio of 77 properties that provided an established source of income and positioned the Company for an expansion of its asset base.  At that time, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and creating value through the redevelopment and re-tenanting of those properties.  As a result of this strategy, a majority of the operating shopping centers added to the Company’s portfolio since 1981, have been through the acquisition of existing shopping centers.



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During 1998, the Company, through a merger transaction, completed the acquisition of The Price REIT, Inc., a Maryland corporation, (the "Price REIT").  Prior to the merger, Price REIT was a self-administered and self-managed equity REIT that was primarily focused on the acquisition, development, management and redevelopment of large retail community shopping center properties concentrated in the western part of the United States.  In connection with the merger, the Company acquired interests in 43 properties, located in 17 states.  With the completion of the Price REIT merger, the Company expanded its presence in certain western states including Arizona, California and Washington.  In addition, Price REIT had strong ground-up development capabilities.  These development capabilities, coupled with the Company’s own construction management expertise, provide the Company the ability to pursue ground-up development opportunities on a selective basis.


Also during 1998, the Company formed Kimco Income REIT ("KIR"), an entity in which the Company held a 99.99% limited partnership interest.  KIR was established for the purpose of investing in high-quality properties financed primarily with individual non-recourse mortgages.  The Company believed that these properties were appropriate for financing with greater leverage than the Company traditionally used.  At the time of formation, the Company contributed 19 properties to KIR, each encumbered by an individual non-recourse mortgage.  During 1999, KIR sold a significant interest in the partnership to institutional investors, thus establishing the Company’s investment management program.  The Company holds a 45.0% non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting.  (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


The Company has expanded its investment management program through the establishment of other various institutional joint venture programs in which the Company has non-controlling interests ranging generally from 5% to 45%.  The Company’s largest joint venture, Kimco Prudential Joint Venture ("KimPru"), was formed in 2006, in connection with the Pan Pacific Retail Properties Inc. ("Pan Pacific") merger transaction, with Prudential Real Estate Investors ("PREI"), which holds approximately $3.4 billion in undepreciated real estate assets at book value.  The Company earns management fees, acquisition fees, disposition fees and promoted interests based on value creation.  (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


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 from which it was previously precluded in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations.  As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real estate related opportunities, including (i) merchant building through its wholly-owned taxable REIT subsidiaries, which are primarily engaged in the ground-up development of neighborhood and community shopping centers and subsequent sale thereof upon completion (see Recent Developments - Ground-Up Development), (ii) retail real estate advisory and disposition services, which primarily focus on leasing and disposition strategies for real estate property interests of both healthy and distressed retailers and (iii) acting as an agent or principal in connection with tax-deferred exchange transactions.  The Company will consider other investments through taxable REIT subsidiaries should suitable opportunities arise.


The Company has continued its geographic expansion with investments in Canada, Mexico, Puerto Rico, Chile, Brazil and Peru. During October 2001, the Company formed the RioCan Venture ("RioCan Venture") with RioCan Real Estate Investment Trust ("RioCan", Canada’s largest publicly traded REIT measured by GLA) in which the Company has a 50% non-controlling interest, to acquire retail properties and development projects in Canada. The Company accounts for this investment under the equity method of accounting. The Company has expanded its presence in Canada with the establishment of other joint venture arrangements. During 2002, the Company, along with various strategic co-investment partners, began acquiring operating and development properties located in Mexico. During 2006, the Company acquired interests in shopping center properties located in Puerto Rico through joint ventures in which the Company holds controlling ownership interests. During 2007, the Company acquired an interest in four shopping center properties located in Chile through a joint venture in which the Company holds a non-controlling ownership interest. During 2008, the Company acquired interests in two shopping center properties in Brazil through a joint venture in which the Company holds a controlling ownership interest and a land parcel for ground-up development located in Peru through a joint venture in which the Company holds a controlling interest.  (See Notes 3 and 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


In addition, the Company continues to capitalize 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 also provides preferred equity capital for real estate entrepreneurs and provides real estate capital and advisory services to both healthy and distressed retailers.  The Company also makes 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





Investment and Operating Strategy


The Company's investment objective has been to increase cash flow, current income and, consequently, the value of its existing portfolio of properties and to seek continued growth through (i) the strategic 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 has and will continue to 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 typically are 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.


In addition to property or equity ownership, the Company provides property management services for fees relating to the management, leasing, operation, supervision and maintenance of real estate properties.


While the Company has historically held its properties for long-term investment and accordingly has placed strong emphasis on its ongoing program of regular maintenance, periodic renovation and capital improvement, it is possible that properties in the portfolio may be sold, in whole or in part, as circumstances warrant, subject to REIT qualification rules.


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, 2008, the Company's single largest neighborhood and community shopping center accounted for only 1.0% of the Company's annualized base rental revenues and only 0.9% of the Company’s total shopping center GLA.  At December 31, 2008, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Wal-Mart, which represent approximately 3.3%, 2.8%, 2.5%, 2.2% and 1.8%, 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.


In connection with the RMA, which became effective January 1, 2001, the Company has expanded its investment and operating strategy to include new real estate-related opportunities which the Company was precluded from previously in order to maintain its qualification as a REIT.  As such, the Company established a merchant building business through its wholly owned taxable REIT subsidiaries, which make selective acquisitions of land parcels for the ground-up development primarily of neighborhood and community shopping centers and subsequent sale thereof upon completion.  Additionally, the Company has developed a business which specializes in providing capital, real estate advisory services and disposition services of real estate controlled by both healthy and distressed and/or bankrupt retailers.  These services may include assistance with inventory and fixture liquidation in connection with going-out-of-business sales.  The Company may participate with other entities in providing these advisory services through partnerships, joint ventures or other co-ownership arrangements. The Company, as part of its investment strategy, will selectively seek investments for its taxable REIT subsidiaries as suitable opportunities arise.


The Company emphasizes equity real estate investments including preferred equity investments, but may, at its discretion, invest in mortgages, other real estate interests and other investments. The mortgages in which the Company may invest may be either first mortgages, junior mortgages or other mortgage-related securities.  The Company provides mortgage financing to retailers with significant real estate assets, in the form of leasehold interests or fee-owned properties, where the Company believes the underlying value of the real estate collateral is in excess of its loan balance.  In addition, the Company will acquire debt instruments at a discount in the secondary market where the Company believes the asset value of the enterprise is greater than the current value, however, these investments are subject to volatility within the equity and debt markets.


The Company may legally invest in the securities of other issuers, for the purpose, among others, of exercising control over such entities, subject to the gross income and asset tests necessary for REIT qualification.  The Company may, on a selective basis, acquire all or substantially all securities or assets of other REITs or similar entities where such investments would be consistent with the Company’s investment policies.  In any event, the Company does not intend that its investments in securities will require it to register as an "investment company" under the Investment Company Act of 1940.


The Company has authority to offer shares of capital stock or other senior securities in exchange for property and to repurchase or otherwise reacquire its common stock or any other securities and may engage in such activities in the future.  At all times, the Company intends to make investments in such a manner as to be consistent with the requirements of the Code to qualify as a REIT unless, because of circumstances or changes in the Code (or in Treasury Regulations), the Board of Directors determines that it is no longer in the best interests of the Company to qualify as a REIT.



5





Capital Strategy and Resources


The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings.  It is management's intention that the Company continually have access to the capital resources necessary to expand and develop its business.  Accordingly, 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 in a manner consistent with its intention to operate with a conservative debt structure.


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 $6.1 billion.  Proceeds from public capital market activities have been used for 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, among other things.  The Company also has revolving credit facilities totaling approximately $1.7 billion available for general corporate purposes.  At December 31, 2008, the Company had approximately $707.7 million outstanding on these facilities.  


Capital markets have experienced extreme volatility and deterioration since the third quarter 2008. As available, the Company will continue to access these markets.  In addition to capital markets, the Company had over 390 unencumbered property interests in its portfolio as of December 31, 2008.  The Company has capacity within its bond and other debt covenants to raise up to $1.3 billion in secured financing on these unencumbered properties.


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.  For further discussion regarding capital strategy and resources, see Management’s Discussion and Analysis of Results of Operations and Financial Condition - Financing Activities.


Competition  


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.


Operating Practices


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.  The Company believes it is critical to have a management presence in its principal areas of operation and, accordingly, the Company maintains regional offices in various cities throughout the United States.  As of December 31, 2008, a total of 680 persons are employed at the Company's executive and regional offices.


The Company's regional offices are generally staffed by a regional business leader and the operating personnel necessary to both function as local representatives for leasing and promotional purposes, to complement the corporate office’s administrative and accounting efforts and to ensure that property inspection and maintenance objectives are achieved.  The regional offices are important in reducing the time necessary to respond to the needs of the Company's tenants.  Leasing and maintenance personnel from the corporate office also conduct regular inspections of each shopping center.


As of December 31, 2008, the Company also employs a total of 54 persons at several of its larger properties in order to more effectively administer its maintenance and security responsibilities.


Qualification as a REIT  


The Company has elected, commencing with its taxable year which began January 1, 1992, to qualify as a REIT under 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.



6





In connection with the RMA, the Company’s taxable subsidiaries may participate in activities from which the Company was previously precluded, subject to certain limitations.  The primary activities of the Company’s taxable REIT subsidiaries during 2008 included, but were not limited to, (i) the ground-up development of shopping center properties and subsequent sale thereof upon completion (see Recent Developments - Ground-Up Development), (ii) real estate advisory and disposition services, including the Company’s investment in Albertson’s described below and (iii) acting as an agent or principal in connection with tax deferred exchange transactions.  The Company was subject to federal and state income taxes on the income from these activities.


Recent Developments


The following describes the Company’s significant transactions completed during the year ended December 31, 2008. (See Notes 3, 4, 5, 7 and 10 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


Operating Properties -


Acquisitions -


During 2008, the Company acquired, in separate transactions, eight operating properties, comprising an aggregate 1.0 million square feet of GLA for an aggregate purchase price of approximately $194.5 million, including the assumption of approximately $96.2 million of non-recourse mortgage debt encumbering four of the properties.


Dispositions -


During 2008, the Company disposed of seven operating properties and a portion of four operating properties, in separate transactions, for an aggregate sales price of approximately $73.0 million, which resulted in an aggregate gain of approximately $20.0 million.  In addition, the Company partially recognized deferred gains of approximately $1.2 million on three properties relating to their transfer and partial sale in connection with the Kimco Income Fund II transaction described below.  


During 2007, the Company transferred 11 operating properties to a wholly-owned consolidated entity, Kimco Income Fund II (“KIF II”), for an aggregate purchase price of approximately $278.2 million, including non-recourse mortgage debt of $180.9 million, encumbering 11 of the properties.  During 2008, the Company transferred an additional three properties for $73.9 million, including $50.6 million in non-recourse mortgage debt. During 2008, the Company sold a 26.4% non-controlling ownership interest in the entity to third parties for approximately $32.5 million, which approximated the Company’s cost.  The Company continues to consolidate this entity.


Redevelopments -


The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace.  During 2008, the Company substantially completed the redevelopment and re-tenanting of various operating properties.  The Company expended approximately $68.9 million in connection with these major redevelopments and re-tenanting projects during 2008. The Company is currently involved in redeveloping several other shopping centers in the existing portfolio.  The Company anticipates its capital commitment toward these and other redevelopment projects will be approximately $50.0 million to $80.0 million during 2009.


Ground-Up Development -


The Company is engaged in ground-up development projects which consist of (i) merchant building through the Company’s wholly-owned taxable REIT subsidiaries, which develop neighborhood and community shopping centers and the subsequent sale after completion, (ii) U.S. ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Latin America for long-term investment (see Recent Developments - International Real Estate Investments and Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  The ground-up development projects generally have significant pre-leasing prior to the commencement of construction. As of December 31, 2008, the Company had in progress a total of 47 ground-up development projects, consisting of 11 merchant building projects, of which seven are anticipated to be substantially complete during the first half of 2009, one U.S. ground-up development project, 29 ground-up development projects located throughout Mexico, three ground-up development projects located in Chile, two ground-up development projects located in Brazil and one ground-up development project located in Peru.



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Merchant Building -


As of December 31, 2008, the Company had in progress 11 merchant building projects, of which seven are anticipated to be substantially complete during the first half of 2009, located in six states.  During 2008, the Company expended approximately $111.9 million in connection with construction costs and the purchase of land related to these projects and those sold during 2008.  As part of the Company’s ongoing analysis of its merchant building projects, the Company has determined that for two of its projects, located in Miramar, FL and Middleburg, FL, the estimated recoverable value will not exceed their estimated cost.  This is primarily due to adverse changes in local market conditions and the uncertainty of their recovery in the future.  As a result, the Company has recorded an aggregate pre-tax adjustment of property carrying value on these projects for the year ended December 31, 2008, of $7.9 million, representing the excess of the carrying values of the projects over their estimated fair values.  The Company anticipates its capital commitment toward its merchant building projects will be approximately $70.0 million to $75.0 million during 2009.  The proceeds from the sale of completed ground-up development projects during 2009, proceeds from construction loans and availability under the Company’s revolving lines of credit are expected to be sufficient to fund these anticipated capital requirements.


Acquisitions -


During 2008, the Company acquired three land parcels, in separate transactions, for an aggregate purchase price of approximately $9.7 million.


During 2008, the Company obtained individual construction loans on three merchant building projects.  Additionally, the Company repaid a construction loan on one merchant building project. At December 31, 2008, total loan commitments on the Company’s 16 outstanding construction loans aggregated approximately $364.2 million of which approximately $268.3 million has been funded. These loans have scheduled maturities ranging from two months to 42 months and bear interest at rates ranging from 1.81% to 3.19% at December 31, 2008.  Approximately $194.0 million of the outstanding loan balance matures in 2009.  These maturing loans are anticipated to be repaid with operating cash flows, borrowings under the Company’s credit facilities and additional debt financings.  In addition, the Company may pursue or exercise existing extension options with lenders where available.


Dispositions -


During 2008, the Company sold, in separate transactions, (i) two completed merchant building projects, (ii) 21 out-parcels, (iii) a partial sale of one project and (iv) a partnership interest in one project for aggregate proceeds of approximately $73.5 million and received approximately $4.1 million of proceeds from completed earn-out requirements on three previously sold merchant building projects.  These sales resulted in gains of approximately $21.9 million, net of income taxes of $14.6 million.


U.S. Long-Term Investment Projects -


As of December 31, 2008, the Company had in progress one U.S. long-term investment project.  The Company anticipates its capital commitment towards this project will be up to $8 million, before reimbursements, during 2009.  


Kimsouth -


During June 2006, Kimsouth, a consolidated taxable REIT subsidiary in which the Company holds a 92.5% controlling interest, contributed approximately $51.0 million to fund its 15% non-controlling interest in a newly formed joint venture with an investment group to acquire a portion of Albertson’s Inc.  


During 2008, the Albertson’s joint venture disposed of 121 operating properties for an aggregate sales price of approximately $564.0 million, resulting in a gain of approximately $552.3 million, of which Kimsouth’s share was approximately $73.1 million.  During 2008, Kimsouth recognized equity in income, net from the Albertson’s joint venture of approximately $64.4 million before income taxes, including the $73.1 million in gains and $15.0 million from cash received in excess of the Company’s investment.  As a result of these transactions, Kimsouth fully reduced its deferred tax asset valuation allowance and utilized all of its remaining net operating loss  (“NOL’s”) carry-forwards, which provided a tax benefit of approximately $3.1 million.(See Notes 3 and 22 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


Additionally, during 2008, the Albertson’s joint venture acquired six operating properties and four leasehold properties for approximately $26.0 million, including the assumption of approximately $5.8 million in non-recourse mortgage debt encumbering one of the properties.



8





Investment and Advances in Real Estate Joint Ventures -


The Company has various institutional and non-institutional joint venture programs in which the Company has various non-controlling interests, which are accounted for under the equity method of accounting.  (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


Acquisitions -


During 2008, the Company acquired 2 operating properties, and one leasehold interest through joint ventures in which the Company has non-controlling interests for an aggregate purchase price of approximately $13.8 million. The Company’s aggregate investment resulting from these transactions was approximately $7.9 million.

 

Dispositions -


During 2008, KimPru sold, in separate transactions, four operating properties for an aggregate sales price of approximately $45.3 million, which approximated their carrying values. Proceeds from these property sales were used to repay a portion of the outstanding balance on its credit facility.  Also during 2008, KIR disposed of one operating property for a sales price of approximately $1.9 million.  This sale resulted in an aggregate loss of approximately $0.6 million of which the Company’s share was approximately $0.3 million.


Financings -


During August 2008, KimPru entered into a new $650.0 million credit facility which matures in August 2009, with the option to extend for one year, and bears interest at a rate of LIBOR plus 1.25%.  KimPru is obligated to pay down a minimum of $165.0 million, among other requirements, in order to exercise the one-year extension option.  The required pay down is expected to be sourced from property sales, other debt financings and/or capital contributions by the partners.  This facility is guaranteed by the Company with a guarantee from PREI to the Company for 85% of any guaranty payment the Company is obligated to make. Proceeds from this new credit facility were used to repay the outstanding balance of $658.7 million under an existing $1.2 billion credit facility, which was scheduled to mature in October 2008 and bore interest at a rate of LIBOR plus 0.45%.


During the year ended December 31, 2008, KIR repaid 16 non-recourse mortgages aggregating approximately $209.6 million, which were scheduled to mature in 2008 and bore interest at rates ranging from 6.57% to 7.28%.  Proceeds from eight individual non-recourse mortgages obtained during 2008, aggregating approximately $218.3 million, bearing interest at rates ranging from 6.0% to 6.5% with maturity dates ranging from 2015 to 2018 were used to fund these repayments.  


In addition, during 2008, two joint venture investments in which the Company holds a 50% interest in each obtained individual non-recourse mortgages totaling $77.0 million. These mortgages have interest rates ranging from 6.38% to 6.47% and maturities ranging from 2018 to 2019. Proceeds from these mortgages were used to retire $36.0 million of mortgage debt encumbering two properties held by the joint ventures.


International Real Estate Investments -


Canadian Investments -


During 2008, the Company acquired, in separate transactions, 12 operating properties located in Canada, through three newly formed joint ventures in which the Company has non-controlling interests. These properties were acquired for an aggregate purchase price of approximately CAD $193.7 million (approximately USD $187.2 million), including CAD $105.6 million (approximately USD $101.7 million) of non-recourse mortgage debt encumbering all 12 of the properties.  The Company’s aggregate investment in these joint ventures was approximately CAD $46.1 million (approximately USD $37.7 million).


During 2008, the Company provided, through three separate Canadian preferred equity investments, an aggregate of approximately CAD $15.3 million (approximately USD $12.5 million) to developers and owners of 11 real estate properties.


The Company recognized equity in income from its unconsolidated Canadian investments in real estate joint ventures of approximately $18.6 million, $22.5 million and $21.1 million during 2008, 2007 and 2006, respectively.  In addition, income from its Canadian preferred equity investments was approximately $23.2 million, $35.1 million and $13.9 million during 2008, 2007 and 2006, respectively.



9





Latin American Investments -


During 2008, the Company acquired, in separate transactions, one operating property located in Valinhos, Brazil for a purchase price of 29.0 million Brazilian Real (“BRL”) (approximately USD $17.4 million) comprising 121,000 square feet of GLA and one operating property in Santiago, Chile, for a purchase price of 1.5 billion Chilean Pesos ("CLP") (approximately USD $4.0 million), comprising 26,000 square feet. (See Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).


During 2008, the Company acquired (i) 5 land parcels located throughout Mexico for an aggregate purchase price of approximately 368.2 million Mexican Pesos (“MXP”) (approximately USD $33.3 million), (ii) one land parcel located in Lima, Peru for a purchase price of approximately 1.9 million Peruvian Nuevo Sol (“PEN”) (approximately USD $0.7 million), (iii) two land parcels located in Chile for a purchase price of approximately 7.9 billion CLP (approximately USD $16.1 million) and (iv) one land parcel located in Hortolandia, Brazil for a purchase price of approximately 7.4 BRL (approximately USD $3.2 million).  These nine land parcels will be developed into retail centers aggregating approximately 1.7 million square feet of gross leasable area with a total estimated aggregate project cost of approximately USD $195.5 million. These projects are inline with budget and on or close to schedule.


During 2008, the Company acquired, through an unconsolidated joint venture investment, 11 land parcels, in separate transactions, located throughout Mexico for an aggregate purchase price of approximately 554.9 million MXP (approximately USD $48.5 million) which will be held for investment or possible future development.  


In addition, during 2008 the Company acquired, in separate transactions, two land parcels located in Chihuahua and San Luis Potosi, Mexico, and one operating property located in Monterrey, Mexico for an aggregate purchase price of approximately $10.9 million through an existing joint venture in which the Company has non-controlling interests. The Company’s aggregate investment in these joint ventures was approximately $5.5 million.


During 2008, the Company acquired four operating properties located in Santiago, Chile, through a joint venture in which the Company has a non-controlling interest. These properties were acquired for an aggregate purchase price of approximately 2.5 billion CLP (approximately USD $3.8 million).  The Company’s aggregate investment in this joint venture is approximately CLP 1.3 billion (approximately USD $1.9 million).  


The Company recognized equity in income from its unconsolidated Mexican investments in real estate joint ventures of approximately $17.1 million, $5.2 million and $11.8 million during 2008, 2007 and 2006, respectively.


The Company recognized equity in income from its unconsolidated Chilean investments in real estate joint ventures of approximately $0.2 million and $0.1 million during 2008 and 2007, respectively.


The Company’s revenues from its consolidated Mexican subsidiaries aggregated approximately $20.3 million, $8.5 million and $2.4 million during 2008, 2007 and 2006, respectively. The Company’s revenues from its consolidated Brazilian subsidiaries aggregated approximately $0.4 million during 2008.


Other Real Estate Investments -


Preferred Equity Capital -


The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate properties.  During 2008, the Company provided, in separate transactions, an aggregate of approximately $51.9 million in investment capital to developers and owners of 28 real estate properties, including the Canadian investments described above.  For the year ended December 31, 2008, the Company earned approximately $66.8 million, including $24.6 million of profit participation earned from 10 capital transactions from these investments.  


Mortgages and Other Financing Receivables -


During 2008, the Company provided financing to six borrowers for an aggregate amount of up to approximately $86.3 million, of which $72.9 million was outstanding as of December 31, 2008.  As of December 31, 2008, the Company had 35 loans with total commitments of up to $208.5 million, of which approximately $181.2 million has been funded.  Availability under the Company’s revolving credit facilities are expected to be sufficient to fund these commitments.  (See Note 9 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)



10





Asset Impairments –


Recent market and economic conditions have been unprecedented and challenging with tighter credit conditions and slower growth throughout 2008.  For the year ended December 31, 2008, continued concerns about the systemic impact of the availability and cost of credit, the U.S. mortgage market, inflation, energy costs, geopolitical issues and declining equity and real estate markets have contributed to increased market volatility and diminished expectations for the U.S. economy.  These conditions, combined with volatile oil prices, declining business and consumer confidence and increased unemployment have contributed to volatility of unprecedented levels and has led to the unprecedented deterioration of U.S. and international equity markets during the fourth quarter of 2008.


Historically, real estate has been subject to a wide range of cyclical economic conditions that affect various real estate markets and geographic regions with differing intensities and at different times.  Different regions of the United States have and may continue to experience varying degrees of economic growth or distress.  The decline in market conditions has also had a negative effect on real estate transactional activity as it relates to the acquisition and sale of real estate assets.


As a result of the volatility and declining market conditions described above, the Company for the year ended December 31, 2008, recognized non-cash impairment charges of approximately $114.8 million, net of income tax benefit of approximately $31.1 million, of which approximately $105.1 million of these charges where taken in the fourth quarter of 2008.


Approximately $92.7 million of the total non-cash impairment charges for the year ended December 31, 2008, were due to the decline in value of certain marketable equity securities and other investments that were deemed to be other-than-temporary.  Of the $92.7 million, approximately $83.1 million of these impairment charges were taken at the end of the fourth quarter of 2008 resulting from the unprecedented deterioration of the equity markets during the fourth quarter and the uncertainty of their future recoverability.


The Company recognized non-cash impairment charges of $15.5 million against the carrying value of its investment in its unconsolidated joint ventures with PREI, reflecting an other-than-temporary decline in the fair value of its investment resulting from further significant declines in the real estate markets during the fourth quarter of 2008.  Also, impairments of approximately $6.6 million, net of income tax benefit, were recognized on real estate development projects including Plantations Crossing located in Middleburg, FL and Miramar Town Center located in Miramar, FL, previously described.  These development project impairment charges are the result of adverse changes in local market conditions and the uncertainty of their recovery in the future. (See Notes 5, 7 and 10 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


In addition to the impairment charges above, the Company recognized impairment charges during 2008 of approximately $11.2 million, before income tax benefit of approximately $4.5 million, relating to certain properties held by an unconsolidated joint venture within the KimPru joint venture that are deemed held-for-sale or were transitioned from held-for-sale to held-for-use properties. These impairment charges are included in Equity in income of joint ventures, net in the Company’s Consolidated Statements of Income. 


Financing Transactions -


During September 2008, the Company completed a primary public stock offering of 11,500,000 shares of the Company’s common stock (“Common Stock”).  The net proceeds from this sale of Common Stock, totaling approximately $409.4 million (after related transaction costs of $0.6 million) were used to partially repay the outstanding balance under the Company’s U.S. revolving credit facility.  


For discussion regarding financing transactions relating to the Company’s unsecured notes, credit facilities, non-recourse mortgage debt and construction loans, see Management’s Discussion and Analysis of Results of Operations and Financial Condition - Financing Activities and Contractual Obligations and Other Commitments.  (See Notes 11, 12, 13 and 17 of the Notes to Consolidated Financial Statement included in this annual report on Form 10-K.)


Exchange Listings


The Company's common stock, Class F Depositary Shares and Class G Depositary Shares are traded on the NYSE under the trading symbols "KIM", "KIMprF" and “KIMprG”, respectively.


Item 1A. Risk Factors


We are subject to certain business and legal risks including, but not limited to, the following:


Risks Related to Our Status as a Real Estate Investment Trust


Loss of our tax status as a real estate investment trust could have significant adverse consequences to us and the value of our securities.



11





We have elected to be taxed as a REIT for federal income tax purposes under the Code.  We currently intend to operate so as to qualify as a REIT and believe that our current organization and method of operation complies with the rules and regulations promulgated under the federal income tax code to enable us to qualify as a REIT.


Qualification as a REIT involves the application of highly technical and complex federal income tax 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.  There can be no assurance that we have qualified or will continue to qualify as a REIT for tax purposes.


If we lose our REIT status, we will face serious tax consequences that will substantially reduce the funds available to pay dividends to stockholders. If we fail to qualify as a REIT:


·

we would not be allowed a deduction for distributions to stockholders in computing our taxable income and 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 impair our ability to expand our business and raise capital and could adversely affect the value of our securities.


Risks Related to Adverse Global Market and Economic Conditions


Recent market and economic conditions have been unprecedented and challenging with slower growth and tighter credit conditions through the end of 2008.  These adverse market conditions and competition may impede our ability to generate sufficient income to pay expenses, maintain properties, pay dividends and refinance debt.


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;


·

the attractiveness of our properties to tenants;


·

the ability of tenants to pay rent;


·

competition from other available properties;


·

changes in market rental rates;


·

the need to periodically pay for costs to repair, renovate and re-let space;


·

changes in operating costs, including costs for maintenance, insurance and real estate taxes;


·

the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; and


·

changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes.


The retail shopping sector has been negatively affected by recent economic conditions.  Adverse economic conditions have forced some weaker retailers, in some cases, to declare bankruptcy and close stores. Certain retailers have announced store closings even though they have not filed for bankruptcy protection.  These downturns in the retailing industry likely will have a direct impact on our performance.  Continued store closings or declarations of bankruptcy by our tenants may have a material adverse effect on the Company’s overall performance.  Adverse general or local economic conditions could result in the inability of some tenants of the Company to meet their lease obligations and could otherwise adversely affect the Company’s ability to attract or retain tenants.



12





Our properties consist primarily of community and neighborhood shopping centers and other retail properties. Our performance therefore is generally linked to economic conditions in the market for retail space.  In the future, the market for retail space could be adversely affected by:


·

weakness in the national, regional and local economies;


·

the adverse financial condition of some large retailing companies;


·

ongoing consolidation in the retail sector;


·

the excess amount of retail space in a number of markets; and


·

increasing consumer purchases through catalogues and the internet.


Failure by any anchor tenant with leases in multiple locations to make rental payments to us because of a deterioration of its financial condition or otherwise could impact our performance.


Our performance depends on our ability to collect rent from tenants.  At any time, our tenants 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 the 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 our 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 performance.


We may be unable to collect balances due from tenants in bankruptcy.


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 it holds, if at all.


Risks Related to Our Acquisition, Development, Operation, and Sale of Real Property


We may be unable to sell our real estate property investments when appropriate or on favorable terms.


Real estate property investments are illiquid and generally cannot be disposed of quickly. In addition, the federal tax code imposes restrictions on 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 its portfolio in response to economic or other conditions promptly or on favorable terms.


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. We face competition in pursuing these acquisition or development opportunities that could increase our costs.  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.  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 have devoted management 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 at the time of acquisition.  In addition, development of our existing properties presents similar risks.



13





There is a lack of operating history with respect to our recent acquisitions and development of properties and we may not succeed in the integration or management of additional properties.


These 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. Also, newly acquired properties may not perform as expected.


We face competition in leasing or developing properties.


We face competition in the acquisition, development, operation and sale of real property from others engaged in real estate investment.  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.


Risks Related to Our Joint Venture and Preferred Equity Investments


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 cases as a co-venturer or partner in properties 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 us, take action contrary to our interests or otherwise impede our objectives. If the co-venturer or partner defaults on their obligations, we may be required to fulfill their obligation ourselves.  The co-venturer or partner also might become insolvent or bankrupt, which may result in significant losses to us.


We may not be able to recover our investments in our joint venture or preferred equity investments, which may result in significant losses to us.


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.


Risks Related to Our International Operations


We have significant international operations that carry additional risks.


We invest in and conduct operations outside the United States.  The risks we face in international business operations include, but are not limited to:


·

currency risks, including currency fluctuations;


·

unexpected changes in legislative and regulatory requirements;


·

potential adverse tax burdens;


·

burdens of complying with different 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; 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.



14





Risks Related to Our Financing Activities


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.


The capital and credit markets have become increasingly volatile and constrained as a result of adverse conditions that have caused the failure and near failure of a number of large financial services companies.   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 favorable terms. The inability to obtain financing 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 unfavorable terms to fund our indebtedness; and


·

we may need to issue additional capital stock, which could further dilute the ownership of our existing shareholders.


Financial covenants to which we are subject may restrict our operating and acquisition activities.


Our revolving credit facilities and the indentures under which our senior unsecured debt is issued contain certain financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on our ability to incur debt, make dividend payments, sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions.  These covenants may restrict our ability to pursue certain business initiatives or certain acquisition transactions that might otherwise be advantageous.  In addition, failure to meet any of the financial covenants could cause an event of default under and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us.


Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms, if at all, and could significantly reduce the market price of our publicly traded securities.


Risks Related to the Market Price of Our Publicly Traded Securities


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 us;


·

the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies);


·

our financial condition and performance;


·

the market’s perception of our growth potential and potential future cash dividends;


·

an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for our shares; and


·

general economic and financial market conditions.


Risks Related to Our Marketable Securities and Mortgage Receivables


We may not be able to recover our investments in marketable securities or mortgage receivables, which may result in significant losses to us.



15





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.


The issuers of our marketable securities also might become insolvent or bankrupt, which may result in significant losses to us.


These risks may adversely affect the value of outstanding marketable securities and the ability of the issuers to make distribution payments.  


We invest in mortgage receivables.  Our investments in mortgage receivables normally are not insured or otherwise guaranteed by any institution or agency.  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.


Risks Related to Environmental Regulations


We may be subject to environmental 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 which could relate 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, 2008, the Company's real estate portfolio was comprised of interests in approximately 160.8 million square feet of GLA in 1,407 operating properties primarily consisting of neighborhood and community shopping centers, and 16 retail store leases located in 45 states, Puerto Rico, Canada, Mexico, Chile, Brazil, and Peru.  This 160.8 million square feet of GLA does not include 16 properties under development comprising 1.2 million square feet of GLA related to the Preferred Equity program, 29 property interests comprising 0.6 million square feet of GLA related to FNC Realty, 402 property interests comprising 2.3 million square feet of GLA related to a net lease portfolio, 49 property interests comprising 2.4 million square feet of GLA related to the NewKirk Portfolio and 13.3 million square feet of planned GLA for 47 ground-up development projects.  The Company’s portfolio includes interests ranging from 5% to 50% in 481 shopping center properties comprising approximately 73.5 million square feet of GLA relating to the Company’s investment management programs and other joint ventures.  Neighborhood and community shopping centers comprise the primary focus of the Company's current portfolio.  As of December 31, 2008, the Company’s total shopping center portfolio, comprised of total GLA of 126.9 million from 893 properties, was approximately 93.9% leased.



16





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 approximately 142,000 square feet as of December 31, 2008.  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.  These projects usually include renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting.  During 2008, the Company capitalized approximately $16.1 million in connection with these property improvements and expensed to operations approximately $21.4 million.


The Company's neighborhood and community shopping centers are usually "anchored" by a national or regional discount department store, supermarket or drugstore.  As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners and operators of shopping centers, the Company has established close relationships with a large number of major national and regional retailers.  Some of the major national and regional companies that are tenants in the Company's shopping center properties include The Home Depot, TJX Companies, Sears Holdings, Kohl’s, Wal-Mart, Royal Ahold, Best Buy, Bed Bath and Beyond and Costco.


A substantial portion of the Company's income consists of rent received under long-term leases.  Most of the leases provide for the payment of fixed-base rentals monthly in advance and for the payment by tenants of an allocable share of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the shopping centers.  Although many of the leases require the Company to make roof and structural repairs as needed, a number of tenant leases place that responsibility on the tenant, and the Company's standard small store lease provides for roof repairs to be reimbursed by the tenant as part of common area maintenance.  The Company's management places a strong emphasis on sound construction and safety at its properties.


Approximately 22.8% of the Company's leases 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, 2008. Additionally, a majority of the Company’s leases have built-in contractual rent increases as well as escalation clauses. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices.


Minimum base rental revenues and operating expense reimbursements accounted for approximately 99% of the Company's total revenues from rental property for the year ended December 31, 2008.  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.


As of December 31, 2008, the Company’s consolidated portfolio, comprised of 53.4 million of GLA, was 93.2% leased.  For the period January 1, 2008 to December 31, 2008, the Company increased the average base rent per leased square foot in its consolidated portfolio of neighborhood and community shopping centers from $10.35 to $10.69, an increase of $0.34.  This increase primarily consists of (i) a $0.01 increase relating to acquisitions, (ii) a $0.12 increase relating to dispositions or the transfer of properties to various joint venture entities and (iii) a $0.21 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio.  


The Company seeks to reduce its operating and leasing risks through geographic and tenant diversity.  No single neighborhood and community shopping center accounted for more than 0.9% of the Company's total shopping center GLA or more than 1.0% of total annualized base rental revenues as of December 31, 2008. The Company’s five largest tenants at December 31, 2008, were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Wal-Mart, which represent approximately 3.3%, 2.8%, 2.5%, 2.2% and 1.8%, 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 Company maintains an active leasing and capital improvement program that, combined with the high quality of the locations, has made, in management's opinion, the Company's properties attractive to tenants.


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.


Retail Store Leases In addition to neighborhood and community shopping centers, as of December 31, 2008, the Company had interests in retail store leases totaling approximately 1.5 million square feet of anchor stores in 16 neighborhood and community shopping centers located in 11 states.  As of December 31, 2008, approximately 95.9% of the space in these anchor stores had been sublet to retailers that lease the stores under net lease agreements providing for average annualized base rental payments of $4.12 per square foot. The average annualized base rental payments under the Company’s retail store leases to the landowners of such subleased stores are approximately $2.13 per square foot.  The average remaining primary term of the retail store leases (and, similarly, the remaining primary term of the sublease agreements with the tenants currently leasing such space) is approximately four years, excluding options to renew the leases for terms which generally range from five years to 20 years.  The Company’s investment in retail store leases is included in the caption Other real estate investments in the Company’s Consolidated Balance Sheets.



17





Ground-Leased Properties  The Company has interests in 48 consolidated shopping center properties and interests in 26 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.


Ground-Up Development Properties  The Company is engaged in ground-up development projects, which consist of (i) merchant building through the Company’s wholly-owned taxable REIT subsidiaries, which develop neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) U.S. ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Latin America for long-term investment (see Recent Developments - International Real Estate Investments and Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  The ground-up development projects generally have significant pre-leasing prior to the commencement of the construction.  As of December 31, 2008, the Company had in progress a total of 47 ground-up development projects, consisting of 11 merchant building projects, of which seven are anticipated to be substantially complete during the first half of 2009, one U.S. ground-up development project, 29 ground-up development projects located throughout Mexico, three ground-up development projects located in Chile, two ground-up development projects located in Brazil and one ground-up development project located in Peru.


As of December 31, 2008, the Company had in progress 11 merchant building projects located in six states, which are expected to be sold upon completion.  These projects had significant pre-leasing prior to the commencement of construction.  As of December 31, 2008, the average annual base rent per leased square foot for the merchant building portfolio was $14.87 and the average annual base rent per leased square foot for new leases executed in 2008 was $17.58.


Undeveloped Land  The Company owns certain unimproved land tracts and parcels of land adjacent to certain of its existing shopping centers that are held for possible expansion. At times, should circumstances warrant, the Company may develop or dispose of these parcels.


The table on pages 19 through 40 sets forth more specific information with respect to each of the Company's property interests.


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.


Item 4.  Submission of Matters to a Vote of Security Holders


None.



18




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALABAMA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HOOVER (11)

2007

JOINT VENTURE

163.90

457,000

68.9

BOOKS-A-MILLION

2020

2035

PETCO

2019

2029

SHOE CARNIVAL

2019

2029

 

MOBILE (8)

1986

JOINT VENTURE

48.81

299,730

94.9

ACADEMY SPORTS & OUTDOORS

2021

2031

ROSS DRESS FOR LESS

2015

2035

MARSHALLS

2010

2017

ALASKA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANCHORAGE (11)  

2006

JOINT VENTURE

24.63

256,000

38.3

MICHAELS

2017

2037

BED BATH & BEYOND

2019

2039

OLD NAVY

2012

2018

 

KENAI

2003

JOINT VENTURE

14.67

146,759

100.0

HOME DEPOT

2018

2048

 

 

 

 

 

 

ARIZONA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GLENDALE

2007

FEE

16.52

86,504

98.6

MOR FURNITURE FOR LESS

2016

 

MICHAELS

2013

2018

ANNA'S LINENS

2015

2025

 

GLENDALE (4)

1998

JOINT VENTURE

40.50

333,388

84.5

COSTCO

2011

2046

FLOOR & DECOR

2015

2025

THE $99 FURNITURE STORE

2016

2026

 

GLENDALE (6)

2004

FEE

6.42

70,428

97.6

SAFEWAY

2016

2046

 

 

 

 

 

 

 

MARANA

2003

FEE

18.18

191,008

100.0

LOWE'S HOME CENTER

2019

2069

 

 

 

 

 

 

 

MESA

2005

GROUND LEASE (2078)/ JOINT VENTURE

177.80

1,051,731

96.8

WAL-MART

2027

2077

BASS PRO SHOPS OUTDOOR WORLD

2027

2057

HOME DEPOT

2028

2058

 

MESA

1998

FEE

19.83

145,452

71.0

ROSS DRESS FOR LESS

2010

2015

CINE MANIA

2014

2019

BLACK ANGUS

2010

2015

 

MESA (6)

2004

FEE

29.44

307,375

82.6

SPORTS AUTHORITY

2016

2046

CIRCUIT CITY

2016

2036

MICHAELS

2010

2025

 

NORTH PHOENIX

1998

FEE

17.00

230,164

100.0

BURLINGTON COAT FACTORY

2013

2023

GUITAR CENTER

2017

2027

MICHAELS

2012

2022

 

PHOENIX

1998

JOINT VENTURE

1.64

16,410

100.0

CHAPMAN BMW

2016

2031

 

 

 

 

 

 

 

PHOENIX

1997

FEE

17.50

131,621

91.9

SAFEWAY

2014

2039

TRADER JOE'S

2014

2029

 

 

 

 

PHOENIX

1998

FEE

26.60

334,265

95.0

COSTCO

2011

2041

PHOENIX RANCH MARKET

2021

2041

FAMSA

2022

2032

 

PHOENIX

1998

FEE

13.40

153,180

98.1

HOME DEPOT

2020

2050

JO-ANN FABRICS

2010

2025

 

 

 

 

PHOENIX (3)

2006

FEE

9.43

94,379

56.3

DOLLAR TREE

2012

2017

 

 

 

 

 

 

 

TUCSON

2003

JOINT VENTURE

17.80

190,174

100.0

LOWE'S HOME CENTER

2019

2069

 

 

 

 

 

 

CALIFORNIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALHAMBRA

1998

FEE

18.40

195,455

99.1

COSTCO

2027

2057

COSTCO

2027

2057

JO-ANN FABRICS

2009

2019

 

ANAHEIM

1995

FEE

1.04

15,396

100.0

NORTHGATE GONZALEZ MARKETS

2022

2032

 

 

 

 

 

 

 

ANAHEIM (3)

2006

FEE

8.52

105,085

100.0

STATER BROTHERS

2011

2026

CVS

2012

2022

 

 

 

 

ANAHEIM (3)

2006

FEE

19.10

185,247

98.0

RALPHS

2016

2046

RITE AID

2016

2025

DOLLAR STORE

2009

2014

 

ANAHEIM (3)

2006

FEE

36.14

347,236

93.9

MERVYN'S

2012

2022

EL SUPER

2023

2033

OFFICEMAX

2011

2026

 

ANGEL'S CAMP (3)

2006

FEE

5.06

77,967

98.1

SAVE MART

2022

2048

RITE AID

2011

2031

 

 

 

 

ANTELOPE (3)

2006

FEE

13.09

119,998

88.5

FOOD MAXX

2009

2022

GOODWILL INDUSTRIES

2014

2029

 

 

 

 

BELLFLOWER (3)

2006

GROUND LEASE (2032)/JOINT VENTURE

9.11

113,511

100.0

STATER BROTHERS

2017

2032

STAPLES

2012

 

 

 

 

 

CALSBAD (3)

2006

FEE

21.10

160,928

88.3

MARSHALLS

2013

2018

DOLLAR TREE

2014

2024

KIDS 'R' US

2018

2027

 

CARMICHAEL

1998

FEE

18.50

213,721

94.6

HOME DEPOT

2013

2022

SPORTS AUTHORITY

2009

2024

LONGS DRUGS

2013

2033

 

CHICO

2008

JOINT VENTURE

26.43

264,336

97.2

FOOD MAXX

2014

2024

ASHLEY FURNITURE HOMESTORE

2009

2019

BED, BATH & BEYOND

2014

2029

 

CHICO

2006

FEE

1.34

19,560

91.7

 

 

 

 

 

 

 

 

 

 

CHICO (5)

2007

JOINT VENTURE

7.30

69,812

100.0

RALEY'S

2024

2039

 

 

 

 

 

 

 

CHINO (3)

2006

FEE

13.12

168,264

100.0

DOLLAR TREE

2013

2023

PETSMART

2012

2027

RITE AID

2010

2020

 

CHINO (3)

2006

FEE

32.99

341,577

92.3

LA CURACAO

2021

2041

ROSS DRESS FOR LESS

2013

2033

DD'S DISCOUNT

2016

2036

 

CHINO HILLS

2008

JOINT VENTURE

7.17

73,352

91.3

STATER BROTHERS

2022

2052

 

 

 

 

 

 

 

CHINO HILLS (3)

2006

FEE

11.84

128,082

61.0

FRESH & EASY

2028

2043

 

 

 

 

 

 

 

CHULA VISTA

1998

FEE

18.95

356,335

100.0

COSTCO

2029

2079

WAL-MART

2025

2086

NAVCARE

2009

 

 

COLMA (5)

2006

JOINT VENTURE

6.41

213,532

98.9

MARSHALLS

2012

 

NORDSTROM RACK

2017

 

BED BATH & BEYOND

2011

2026

 

CORONA

2007

FEE

12.28

148,815

92.9

VONS

2013

2038

PETSMART

2014

2034

ANNA'S LINENS

2012

2027

 

CORONA

1998

FEE

48.09

491,998

87.8

COSTCO

2012

2042

HOME DEPOT

2010

2029

BALLY TOTAL FITNESS

2013

2018

 

COVINA (4)

2000

GROUND LEASE (2054)/ JOINT VENTURE

26.00

269,433

99.3

HOME DEPOT

2009

2034

STAPLES

2011

 

PETSMART

2010

2028

 

CUPERTINO

2006

FEE

11.45

114,533

92.0

99 RANCH MARKET

2012

2027

 

 

 

 

 

 

 

DALY CITY

2002

FEE

25.64

600,346

87.9

HOME DEPOT

2026

2056

BURLINGTON COAT FACTORY

2012

2022

SAFEWAY

2014

2024

 

DOWNEY (3)

2006

GROUND LEASE (2009)

9.78

114,722

100.0

WAL-MART  

2009

 

 

 

 

 

 

 

 

DUBLIN (3)

2006

FEE

12.35

154,728

100.0

ORCHARD SUPPLY HARDWARE

2011

 

MARSHALLS

2010

2025

ROSS DRESS FOR LESS

2013

2023

 

EL CAJON

2003

JOINT VENTURE

10.94

128,343

100.0

KOHL'S

2024

2053

MICHAELS

2015

2035

 

 

 

 

EL CAJON (6)

2004

FEE

10.35

98,396

94.2

RITE AID

2018

2043

ROSS DRESS FOR LESS

2014

2024

PETCO

2009

2014

 

ELK GROVE

2006

FEE

0.82

7,880

100.0

 

 

 

 

 

 

 

 

 

 

ELK GROVE

2006

FEE

2.31

30,130

96.0

 

 

 

 

 

 

 

 

 

 

ELK GROVE (3)

2006

FEE

5.04

34,015

90.2

 

 

 

 

 

 

 

 

 

 

ELK GROVE (3)

2006

FEE

8.05

89,216

94.4

BEL AIR MARKET

2025

2050

 

 

 

 

 

 

 

ENCINITAS (3)

2006

FEE

9.14

119,738

89.7

ALBERTSONS

2011

2031

TOTAL WOMAN GYM AND ATMOSPHERE

2019

2029

 

 

 

 

ESCONDIDO (3)

2006

FEE

23.11

231,157

96.8

LA FITNESS

2017

2032

VONS

2009

2034

CVS

2009

2034

 

FAIR OAKS (3)

2006

FEE

9.58

98,625

97.6

RALEY'S

2011

2021

 

 

 

 

 

 

 

FOLSOM

2003

JOINT VENTURE

9.46

108,255

100.0

KOHL'S

2018

2048

 

 

 

 

 

 


19




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FREMONT (3)

2006

FEE

11.94

131,239

99.1

SAVE MART

2013

2038

LONGS DRUGS

2011

2021

BALLY TOTAL FITNESS

2014

2029

 

FREMONT (3)

2007

JOINT VENTURE

51.70

504,666

96.1

SAFEWAY

2025

2050

BED BATH & BEYOND

2010

2025

MARSHALLS

2015

2030

 

FRESNO (3)

2006

FEE

9.90

102,581

90.4

SAVE MART

2014

2034

RITE AID

2014

2044

 

 

 

 

FRESNO (6)

2004

FEE

10.81

121,107

100.0

BED BATH & BEYOND

2010

2025

SPORTMART

2013

2023

ROSS DRESS FOR LESS

2011

2031

 

FULLERTON (3)

2006

GROUND LEASE (2042)

20.29

270,647

96.4

TOYS'R 'US/CHUCK E.CHEESE

2017

2042

AMC THEATRES

2012

2037

AMC THEATERS

2012

2037

 

GARDENA (3)

2006

FEE

6.52

65,987

98.6

TAWA MARKET

2010

2020

RITE AID

2015

2035

 

 

 

 

GRANITE BAY (3)

2006

FEE

11.48

140,184

84.9

RALEY'S

2018

2033

 

 

 

 

 

 

 

GRASS VALLEY (3)

2006

FEE

29.96

217,525

97.1

RALEY'S

2018

 

JCPENNEY

2013

2033

COURTHOUSE ATHLETIC CLUB

2009

2014

 

HACIENDA HEIGHTS (3)

2006

FEE

12.10

135,012

85.9

ALBERTSONS

2016

2071

VIVO DANCE

2012

 

 

 

 

 

HAYWARD (3)

2006

FEE

7.22

80,911

92.3

99 CENTS ONLY STORES

2010

2025

BIG LOTS

2011

2021

 

 

 

 

HUNTINGTON BEACH (3)

2006

FEE

12.00

148,756

97.9

VONS

2016

2036

CVS

2015

2030

 

 

 

 

JACKSON

2008

JOINT VENTURE

9.23

67,665

100.0

RALEY'S

2024

2049

 

 

 

 

 

 

 

LA MIRADA

1998

FEE

31.20

266,572

96.1

TOYS "R" US

2012

2032

U.S. POSTAL SERVICE

2015

2020

MOVIES 7 DOLLAR THEATRE

2013

2018

 

LA VERNE (3)

2006

GROUND LEASE (2059)

20.11

229,252

98.0

TARGET

2009

2034

VONS

2010

2055

 

 

 

 

LAGUNA HILLS

2007

JOINT VENTURE

-

160,000

100.0

MACY'S

2014

2050

 

 

 

 

 

 

 

LINCOLN (5)

2007

JOINT VENTURE

13.06

119,559

97.6

SAFEWAY

2026

2066

LONGS DRUGS

2027

2057

 

 

 

 

LIVERMORE (3)

2006

FEE

8.08

104,363

89.5

ROSS DRESS FOR LESS

2014

2024

RICHARD CRAFTS

2013

2018

BIG 5 SPORTING GOODS

2012

2022

 

LOS ANGELES (3)

2006

GROUND LEASE (2070)

0.03

169,744

99.1

KMART

2012

2018

SUPERIOR MARKETS

2023

2038

CVS

2011

2016

 

LOS ANGELES (3)

2006

GROUND LEASE (2050)

14.57

165,195

94.7

RALPHS/FOOD 4 LESS

2012

2037

FACTORY 2-U

2011

2016

RITE AID

2010

2025

 

MANTECA

2006

FEE

1.05

19,455

94.4

 

 

 

 

 

 

 

 

 

 

MANTECA (3)

2006

FEE

7.21

96,393

88.8

PAK 'N SAVE

2013

 

BIG 5 SPORTING GOODS

2018

 

 

 

 

 

MERCED

2006

FEE

1.60

27,350

86.0

 

 

 

 

 

 

 

 

 

 

MODESTO (3)

2006

FEE

17.86

214,772

95.8

GOTTSCHALKS

2013

2027

RALEY'S

2009

2024

GOTTSCHALKS

2012

2026

 

MONTEBELLO (4)

2000

JOINT VENTURE

25.44

251,489

98.8

SEARS

2012

2062

TOYS "R" US

2018

2043

AMC THEATRES

2012

2032

 

MORAGA (3)

2006

FEE

33.74

163,630

90.2

TJ MAXX

2011

2026

LONGS DRUGS

2010

2035

U.S. POSTAL SERVICE

2011

2031

 

MORGAN HILL

2003

JOINT VENTURE

8.12

103,362

100.0

HOME DEPOT

2024

2054

 

 

 

 

 

 

 

NAPA

2006

GROUND LEASE (2073)

34.47

349,530

100.0

TARGET

2020

2040

HOME DEPOT

2018

2040

RALEY'S

2020

2045

 

NORTHRIDGE

2005

FEE

9.25

158,812

74.6

DSW SHOE WAREHOUSE

2016

2028

GELSON'S MARKET

2017

2027

 

 

 

 

NOVATO (3)

2003

FEE

11.29

133,862

94.6

SAFEWAY

2025

2060

RITE AID

2013

2023

BIG LOTS

2010

2020

 

OCEANSIDE (3)

2006

FEE

10.15

88,363

84.8

SMART & FINAL

2024

2034

LONGS DRUGS

2013

2033

 

 

 

 

OCEANSIDE (3)

2006

GROUND LEASE (2048)

9.50

92,378

90.4

TRADER JOE'S

2016

2026

LAMPS PLUS

2011

 

 

 

 

 

OCEANSIDE (3)

2006

FEE

42.69

366,775

96.4

STEIN MART

2009

2024

ROSS DRESS FOR LESS

2014

 

BARNES & NOBLE

2013

2028

 

ORANGEVALE (3)

2007

JOINT VENTURE

17.33

160,811

95.4

SAVE MART

2024

2064

LONGS DRUGS

2022

2052

U.S. POSTAL SERVICE

2012

 

 

OXNARD (4)

1998

JOINT VENTURE

14.40

171,580

100.0

TARGET

2013

 

FOOD 4 LESS

2013

 

24 HOUR FITNESS

2010

2020

 

PACIFICA (3)

2006

FEE

7.50

104,281

95.0

SAVE MART

2009

2032

RITE AID

2012

2042

 

 

 

 

PACIFICA (7)

2004

JOINT VENTURE

13.60

168,871

95.9

SAFEWAY

2018

2038

ROSS DRESS FOR LESS

2010

2020

RITE AID

2021

 

 

PLEASANTON

2007

JOINT VENTURE

-

175,000

100.0

MACY'S

2012

2040

 

 

 

 

 

 

 

PORTERVILLE (3)

2006

FEE

8.10

81,010

93.2

VALLARTA SUPERMARKET

2029

2049

COUNTY OF TULARE

2025

2045

 

 

 

 

POWAY

2005

FEE

8.33

121,977

93.4

STEIN MART

2013

2028

HOME GOODS

2014

2034

OFFICE DEPOT

2013

2028

 

RANCHO CUCAMONGA (3)

2006

FEE

5.16

56,019

91.0

CVS

2011

2026

 

 

 

 

 

 

 

RANCHO CUCAMONGA (3)

2006

GROUND LEASE (2042)

17.14

308,846

86.8

FOOD 4 LESS

2014

2034

SPORTS CHALET

2010

2020

PETSMART

2009

2029

 

RANCHO MIRAGE (3)

2006

FEE

16.85

165,156

84.9

VONS

2010

2039

LONGS DRUGS

2010

2029

 

 

 

 

RED BLUFF

2006

FEE

4.59

23,200

89.4

 

 

 

 

 

 

 

 

 

 

REDDING

2006

FEE

1.75

21,876

77.0

 

 

 

 

 

 

 

 

 

 

REDWOOD CITY (6)

2004

FEE

6.38

49,429

100.0

ORCHARD SUPPLY HARDWARE

2019

2029

 

 

 

 

 

 

 

RIVERSIDE

2008

JOINT VENTURE

5.02

86,108

97.7

BURLINGTON COAT FACTORY

2009

2028

 

 

 

 

 

 

 

ROSEVILLE (5)

2007

JOINT VENTURE

8.97

81,171

98.3

SAFEWAY

2030

2060

 

 

 

 

 

 

 

ROSEVILLE (6)

2004

FEE

20.29

188,493

77.0

SPORTS AUTHORITY

2016

2031

ROSS DRESS FOR LESS

2013

2028

STAPLES

2013

2028

 

SACRAMENTO (3)

2006

FEE

23.12

188,874

91.0

SEAFOOD CITY

2018

2033

BIG 5 SPORTING GOODS

2012

2022

 

 

 

 

SACRAMENTO (3)

2006

FEE

13.15

120,893

90.2

UNITED ARTISTS THEATRE

2016

2028

24 HOUR FITNESS

2012

2027

 

 

 

 

SAN DIEGO

2007

JOINT VENTURE

-

225,919

100.0

NORDSTROM

2017

2037

 

 

 

 

 

 

 

SAN DIEGO

2007

FEE

13.40

49,080

100.0

 

 

 

 

 

 

 

 

 

 

SAN DIEGO (3)

2006

GROUND LEASE (2023)

16.36

210,621

91.3

CIRCUIT CITY

2010

2020

TJ MAXX

2010

2015

CVS

2013

2023

 

SAN DIEGO (4)

2000

JOINT VENTURE

11.24

117,410

100.0

ALBERTSONS

2012

 

SPORTMART

2013

 

 

 

 

 

SAN DIEGO (5)

2007

JOINT VENTURE

5.94

59,414

98.4

 

 

 

 

 

 

 

 

 

 

SAN DIEGO (5)

2007

JOINT VENTURE

12.80

57,406

100.0

 

 

 

 

 

 

 

 

 

 

SAN DIEGO (6)

2004

FEE

5.91

35,000

76.0

CLAIM JUMPER

2013

2023

 

 

 

 

 

 

 

SAN DIEGO (6)

2004

FEE

42.12

411,375

100.0

PRICE SELF STORAGE

2035

 

COSTCO

2014

2044

CHARLOTTE RUSSE

2010

 


20




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SAN DIMAS (3)

2006

FEE

13.42

154,000

89.6

OFFICEMAX

2011

2026

ROSS DRESS FOR LESS

2013

2023

PETCO

2012

2027

 

SAN JOSE (3)

2006

FEE

16.84

183,180

94.5

WAL-MART

2011

2041

WALGREENS

2030

 

 

 

 

 

SAN LEANDRO (3)

2006

FEE

6.23

95,255

100.0

ROSS DRESS FOR LESS

2018

 

MICHAELS

2013

 

 

 

 

 

SAN LUIS OBISPO

2005

FEE

17.55

174,428

91.2

VON'S

2017

2042

MICHAELS

2013

2028

CVS

2017

2047

 

SAN RAMON (4)

1999

JOINT VENTURE

5.30

41,913

95.4

PETCO

2012

2022

 

 

 

 

 

 

 

SANTA ANA

1998

FEE

12.00

134,400

100.0

HOME DEPOT

2015

2035

 

 

 

 

 

 

 

SANTA CLARITA (3)

2006

FEE

14.10

96,662

88.7

ALBERTSONS

2012

2042

 

 

 

 

 

 

 

SANTA ROSA

2005

FEE

3.63

41,565

91.4

ACE HARDWARE

2009

2019

 

 

 

 

 

 

 

SANTEE

2003

JOINT VENTURE

44.45

311,637

97.8

24 HOUR FITNESS

2017

 

BED BATH & BEYOND

2013

2028

TJ MAXX

2012

2027

 

SIGNAL HILL (6)

2004

FEE

14.97

181,250

97.7

HOME DEPOT

2014

2034

PETSMART

2014

2024

 

 

 

 

STOCKTON

1999

FEE

14.63

152,919

87.2

SUPER UNITED FURNITURE

2014

2019

COSTCO

2013

2033

 

 

 

 

TEMECULA (3)

2006

FEE

17.93

139,130

91.1

ALBERTSONS

2015

2045

LONGS DRUGS

2016

2041

 

 

 

 

TEMECULA (4)

1999

JOINT VENTURE

40.00

342,336

93.1

KMART

2017

2032

FOOD 4 LESS

2010

2030

TRISTONE THEATRES

2013

2018

 

TEMECULA (6)

2004

FEE

47.38

345,113

100.0

WAL-MART

2028

2058

KOHL'S

2024

2044

ROSS DRESS FOR LESS

2014

2034

 

TORRANCE (3)

2007

JOINT VENTURE

6.75

67,504

82.9

ACE HARDWARE

2013

2023

COOKIN' STUFF

2012

 

 

 

 

 

TORRANCE (4)

2000

JOINT VENTURE

26.68

266,847

99.3

HL TORRANCE

2011

 

LINENS N THINGS

2010

2020

MARSHALLS

2014

2019

 

TRUCKEE

2006

FEE

3.17

26,553

88.9

 

 

 

 

 

 

 

 

 

 

TRUCKEE (5)

2007

GROUND LEASE (2016)/ JOINT VENTURE

4.92

41,149

100.0

 

 

 

 

 

 

 

 

 

 

TURLOCK (3)

2006

FEE

10.11

111,612

94.1

RALEY'S

2018

2033

DECHINA 1 BUFFET, INC.

2014

2024

 

 

 

 

TUSTIN

2007

JOINT VENTURE

51.98

685,330

98.6

TARGET

2033

 

AMC THEATERS

2027

 

WHOLE FOODS MARKET

2027

 

 

TUSTIN

2003

JOINT VENTURE

9.10

108,413

100.0

KMART

2018

2048

 

 

 

 

 

 

 

TUSTIN (3)

2006

FEE

12.90

138,348

93.6

RALPHS

2013

2023

LONGS DRUGS

2022

2032

MICHAELS

2013

 

 

TUSTIN (3)

2006

FEE

15.70

210,743

88.7

VONS

2021

2041

RITE AID

2009

2029

KRAGEN AUTO PARTS

2011

2016

 

UKIAH (3)

2006

FEE

11.08

110,565

90.8

RALEY'S

2016

2031

 

 

 

 

 

 

 

UPLAND (3)

2006

FEE

22.53

271,867

85.2

HOME DEPOT

2014

2029

PAVILIONS

2013

2043

STAPLES

2013

2028

 

VALENCIA (3)

2006

FEE

13.63

143,333

90.0

RALPHS

2023

2053

LONGS DRUGS

2013

2023

 

 

 

 

VALLEJO (3)

2006

FEE

14.15

150,766

92.4

RALEY'S

2017

2032

24 HOUR FITNESS

2013

 

AARON RENTS

2013

2023

 

VALLEJO (3)

2006

FEE

6.79

66,000

100.0

SAFEWAY

2015

2045

 

 

 

 

 

 

 

VISALIA

2007

JOINT VENTURE

-

136,726

100.0

REGAL SEQUOIA MALL 12

2016

 

MARSHALLS

2010

 

BED BATH & BEYOND

2011

 

 

VISALIA (3)

2006

FEE

4.24

46,460

80.5

CHUCK E CHEESE

2013

 

 

 

 

 

 

 

 

VISTA (3)

2006

FEE

12.00

136,672

87.2

ALBERTSONS

2011

2041

CVS

2010

2025

 

 

 

 

WALNUT CREEK (3)

2006

FEE

3.23

114,733

92.9

CENTURY THEATRES

2023

2053

COST PLUS

2014

2024

 

 

 

 

WESTMINSTER (3)

2006

FEE

16.36

208,660

98.8

PAVILIONS

2017

2047

NEW WORLD AUDIO/VIDEO

2012

 

 

 

 

 

WINDSOR (3)

2006

GROUND LEASE (2054)

13.08

126,187

86.4

SAFEWAY

2014

2054

LONGS DRUGS

2018

2048

 

 

 

 

WINDSOR (3)

2006

FEE

9.81

107,769

98.7

RALEY'S

2012

2027

THE 24 HOUR CLUB

2018

 

 

 

 

 

YREKA (3)

2006

FEE

13.97

126,614

97.8

RALEY'S

2014

2029

JCPENNEY

2011

 

DOLLAR TREE

2013

 

COLORADO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AURORA

1998

FEE

13.90

152,490

82.6

ALBERTSONS

2011

2051

DOLLAR TREE

2012

2027

CROWN LIQUORS

2015

 

 

AURORA

1998

FEE

9.92

44,174

75.8

 

 

 

 

 

 

 

 

 

 

AURORA

1998

FEE

13.81

154,055

83.3

ROSS DRESS FOR LESS

2017

2037

TJ MAXX

2012

 

SPACE AGE FEDERAL

2016

2026

 

COLORADO SPRINGS

1998

FEE

10.74

107,310

76.2

RANCHO LIBORIO

2018

2043

 

 

 

 

 

 

 

DENVER

1998

FEE

1.45

18,405

100.0

SAVE-A-LOT

2012

2027

 

 

 

 

 

 

 

ENGLEWOOD

1998

FEE

6.48

80,330

93.5

HOBBY LOBBY

2013

2023

OLD COUNTRY BUFFET

2009

2019

 

 

 

 

FORT COLLINS

2000

FEE

11.58

115,862

100.0

KOHL'S

2020

2070

GUITAR CENTER

2017

2027

 

 

 

 

GREELEY (9)

2005

JOINT VENTURE

14.39

138,818

100.0

BED BATH & BEYOND

2016

2036

MICHAELS

2015

2035

CIRCUIT CITY

2016

2031

 

GREENWOOD VILLAGE

2003

JOINT VENTURE

21.00

196,726

100.0

HOME DEPOT

2019

2069

 

 

 

 

 

 

 

LAKEWOOD

1998

FEE

7.55

82,581

84.3

SAFEWAY

2012

2032

 

 

 

 

 

 

 

PUEBLO

2006

JOINT VENTURE

3.26

30,809

0.0

 

 

 

 

 

 

 

 

 

CONNECTICUT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRANFORD (4)

2000

JOINT VENTURE

19.07

190,738

98.6

KOHL'S

2012

2022

SUPER FOODMART

2016

2038

 

 

 

 

DERBY

2005

JOINT VENTURE

20.67

141,258

100.0

LOWE'S HOME CENTER

2029

2069

 

 

 

 

 

 

 

ENFIELD (4)

2000

JOINT VENTURE

14.85

148,517

98.7

KOHL'S

2021

2041

BEST BUY

2016

2031

 

 

 

 

FARMINGTON

1998

FEE

16.90

184,572

76.4

SPORTS AUTHORITY

2018

2063

BORDERS BOOKS

2018

2063

TJ MAXX

2010

2015

 

HAMDEN

1967

JOINT VENTURE

31.69

345,196

90.7

WAL-MART

2019

2039

BON-TON

2012

 

BOB'S STORES

2016

2036

 

NORTH HAVEN

1998

FEE

31.70

331,919

98.1

HOME DEPOT

2014

2029

BJ'S

2011

2041

XPECT DISCOUNT

2013

 

 

WATERBURY

1993

FEE

13.10

141,443

100.0

RAYMOUR & FLANIGAN FURNITURE

2017

2037

STOP & SHOP

2013

2043

 

 

 


21




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DELAWARE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ELSMERE

1979

GROUND LEASE (2076)

17.14

106,530

100.0

VALUE CITY

2013

2038

 

 

 

 

 

 

 

WILMINGTON (7)

2004

GROUND LEASE (2052)/ JOINT VENTURE

25.85

165,805

100.0

SHOPRITE

2014

2044

SPORTS AUTHORITY

2013

2023

RAYMOUR & FLANIGAN FURNITURE

2019

2044

FLORIDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALTAMONTE SPRINGS

1998

FEE

19.40

233,817

84.3

BAER'S FURNITURE

2024

2034

DSW SHOE WAREHOUSE

2012

2032

MICHAELS

2012

2022

 

ALTAMONTE SPRINGS

1995

FEE

5.58

94,193

71.4

ORIENTAL MARKET

2012

2022

THOMASVILLE HOME

2011

2021

 

 

 

 

BOCA RATON

1967

FEE

9.85

73,549

90.2

WINN DIXIE

2013

2033

 

 

 

 

 

 

 

BONITA SPRINGS (5)

2006

JOINT VENTURE

0.50

79,676

88.0

PUBLIX

2022

2052

 

 

 

 

 

 

 

BOYNTON BEACH (4)

1999

JOINT VENTURE

18.00

194,028

98.6

BEALLS

2011

2056

ALBERTSONS

2015

2040

 

 

 

 

BRADENTON

1968

JOINT VENTURE

6.20

30,938

86.1

GRAND CHINA BUFFET

2009

2014

 

 

 

 

 

 

 

BRADENTON

1998

FEE

19.63

162,997

89.5

PUBLIX

2012

2032

TJ MAXX

2014

2019

JO-ANN FABRICS

2014

2024

 

BRANDON (4)

2001

JOINT VENTURE

29.70

143,785

100.0

BED BATH & BEYOND

2010

2020

ROSS DRESS FOR LESS

2015

2025

THOMASVILLE HOME

2010

2020

 

CAPE CORAL (5)

2006

JOINT VENTURE

-

125,110

96.9

PUBLIX

2022

2052

ROSS DRESS FOR LESS

2013

2033

STAPLES

2013

2033

 

CAPE CORAL (5)

2006

JOINT VENTURE

2.32

42,030

90.4

 

 

 

 

 

 

 

 

 

 

CLEARWATER

2005

FEE

20.73

207,071

91.3

HOME DEPOT

2023

2068

JO-ANN FABRICS

2014

2034

STAPLES

2014

2034

 

CORAL SPRINGS

1997

FEE

9.80

86,342

98.5

TJ MAXX

2012

2017

ANNA'S LINENS

2012

2027

PARTY SUPERMARKET

2011

2016

 

CORAL SPRINGS

1994

FEE

5.90

55,597

35.2

 

 

 

 

 

 

 

 

 

 

CORAL WAY

1992

JOINT VENTURE

8.73

87,305

100.0

WINN DIXIE

2011

2036

STAPLES

2016

2031

 

 

 

 

CUTLER RIDGE

1998

JOINT VENTURE

3.76

37,640

100.0

POTAMKIN CHEVROLET

2015

2050

 

 

 

 

 

 

 

DELRAY BEACH (5)

2006

JOINT VENTURE

-

50,906

100.0

PUBLIX

2025

2055

 

 

 

 

 

 

 

EAST ORLANDO

1971

GROUND LEASE (2068)

11.63

131,981

94.8

SPORTS AUTHORITY

2010

2020

OFFICE DEPOT

2010

2025

C-TOWN

2013

2028

 

FERN PARK

1968

FEE

12.00

131,646

36.8

ALDI

2018

2038

DEAL$

2014

2029

 

 

 

 

FORT LAUDERDALE (6)

2004

FEE

22.88

229,034

98.5

REGAL CINEMAS

2017

2057

OFFICE DEPOT

2011

2026

JUST FOR SPORTS

2017

2023

 

FORT MEYERS (5)

2006

JOINT VENTURE

7.42

74,286

79.4

PUBLIX

2023

2053

 

 

 

 

 

 

 

HIALEAH

1998

JOINT VENTURE

2.36

23,625

100.0

POTAMKIN CHEVROLET

2015

2050

 

 

 

 

 

 

 

HOLLYWOOD

2002

JOINT VENTURE

5.00

50,000

100.0

HOME GOODS

2010

2025

MICHAELS

2018

2030

 

 

 

 

HOLLYWOOD (6)

2004

FEE

10.45

141,097

87.4

AZOPHARMA

2014

2020

AZOPHARMA

2014

2020

C'EST PAPIER, INC.

2012

2017

 

HOLLYWOOD (6)

2004

FEE

98.93

871,723

99.3

HOME DEPOT

2019

2069

KMART

2019

2069

BJ'S

2019

2069

 

HOMESTEAD

1972

GROUND LEASE (2093)/ JOINT VENTURE

21.00

209,214

98.9

PUBLIX

2014

2034

MARSHALLS

2011

2026

OFFICEMAX

2013

2028

 

JACKSONVILLE

2002

JOINT VENTURE

5.10

51,002

100.0

MICHAELS

2013

2033

HOME GOODS

2010

2020

 

 

 

 

JACKSONVILLE

1999

FEE

18.62

205,696

99.5

BURLINGTON COAT FACTORY

2013

2018

OFFICEMAX

2012

2032

TJ MAXX

2012

2017

 

JACKSONVILLE (11)

2005

JOINT VENTURE

147.50

121,000

62.0

HHGREGG

2018

2033

HAVERTY'S

2013

2023

FOREVER 21

2022

2037

 

JACKSONVILLE (5)

2006

JOINT VENTURE

-

72,840

96.2

PUBLIX

2053

 

 

 

 

 

 

 

 

JENSEN BEACH

1994

FEE

20.67

173,319

79.9

SERVICE MERCHANDISE

2010

2070

MARSHALLS

2010

2020

DOLLAR TREE

2013

2028

 

JENSEN BEACH (8)

2006

JOINT VENTURE

19.77

205,672

86.4

HOME DEPOT

2025

2030

JO-ANN FABRICS

2020

2035

 

 

 

 

KEY LARGO (4)

2000

JOINT VENTURE

21.50

207,332

97.9

KMART

2014

2064

PUBLIX

2014

2029

BEALLS OUTLET

2011

 

 

KISSIMMEE

1996

FEE

18.42

90,840

80.5

OFFICEMAX

2012

2027

DEAL$

2013

2028

 

 

 

 

LAKELAND

2006

FEE

10.42

86,022

100.0

SPORTS AUTHORITY

2011

2026

LAKELAND SQUARE 10 THEATRE

2009

 

CHUCK E CHEESE

2016

2026

 

LAKELAND

2001

FEE

22.93

229,383

82.4

STEIN MART

2011

2026

ROSS DRESS FOR LESS

2012

 

MARSHALLS

2021

2036

 

LARGO

1992

FEE

29.44

215,916

95.2

PUBLIX

2014

2029

AMC THEATRES

2011

2036

OFFICE DEPOT

2009

2019

 

LARGO

1968

FEE

11.98

149,472

100.0

WAL-MART

2012

2027

ALDI

2018

2038

 

 

 

 

LAUDERDALE LAKES

1968

JOINT VENTURE

10.04

115,341

98.9

SAVE-A-LOT

2012

2017

THINK THRIFT

2012

2017

 

 

 

 

LAUDERHILL

1978

FEE

17.79

181,416

92.3

BABIES R US

2014

 

STAPLES

2017

2037

99CENT STUFF

2013

2018

 

LEESBURG

1969

GROUND LEASE (2017)

1.25

13,468

88.9

 

 

 

 

 

 

 

 

 

 

MARGATE

1993

FEE

34.07

260,729

66.1

SAM ASH MUSIC

2011

 

OFFICE DEPOT

2010

2025

DOLLAR TREE

2010

2020

 

MELBOURNE

1968

GROUND LEASE (2022)

11.53

168,737

95.9

SUBMITTORDER CO

2010

2022

WALGREENS

2045

 

GOODWILL INDUSTRIES

2012

 

 

MELBOURNE

1998

FEE

13.23

144,399

100.0

JO-ANN FABRICS

2016

2031

BED BATH & BEYOND

2013

2028

MARSHALLS

2010

 

 

MERRITT ISLAND (5)

2006

JOINT VENTURE

-

60,103

100.0

PUBLIX

2023

2053

 

 

 

 

 

 

 

MIAMI

1962

JOINT VENTURE

13.98

79,273

92.4

BABIES R US

2011

2021

FIRESTONE TIRE

2009

 

 

 

 

 

MIAMI

1998

JOINT VENTURE

8.69

86,900

100.0

POTAMKIN CHEVROLET

2015

2050

 

 

 

 

 

 

 

MIAMI

1998

JOINT VENTURE

1.71

17,117

100.0

LEHMAN TOYOTA

2015

2050

 

 

 

 

 

 

 

MIAMI

1998

JOINT VENTURE

2.91

29,166

100.0

LEHMAN TOYOTA

2015

2050

 

 

 

 

 

 

 

MIAMI

1995

FEE

5.44

63,604

91.8

PETCO

2016

2021

PARTY CITY

2012

2017

 

 

 

 

MIAMI

2007

FEE

33.35

349,873

88.8

PUBLIX

2011

2031

OFFICE DEPOT

2010

2015

MICHAELS

2010

2015

 

MIAMI

1986

FEE

7.78

83,380

98.7

PUBLIX

2009

2029

WALGREENS

2018

 

 

 

 

 

MIAMI

1968

FEE

8.23

104,908

100.0

HOME DEPOT

2029

2059

WALGREENS

2009

 

 

 

 

 

MIAMI (5)

2007

JOINT VENTURE

7.50

59,880

100.0

PUBLIX

2027

2062

 

 

 

 

 

 

 

MIAMI (5)

2006

JOINT VENTURE

-

63,595

96.5

PUBLIX

2023

2053

 

 

 

 

 

 


22




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MIAMI (6)

2004

FEE

31.16

402,801

96.7

KMART

2012

2042

EL DORADO FURNITURE

2017

2032

SYMS

2011

2041

 

MIDDLEBURG (11)

2005

JOINT VENTURE

36.30

82,000

34.1

DOLLAR TREE

2013

2028

 

 

 

 

 

 

 

MIRAMAR (11)

2005

JOINT VENTURE

36.70

156,000

34.6

24 HOUR FITNESS

2023

2038

 

 

 

 

 

 

 

MOUNT DORA

1997

FEE

12.44

120,430

100.0

KMART

2013

2063

 

 

 

 

 

 

 

NORTH LAUDERDALE (3)

2007

JOINT VENTURE

28.85

250,209

95.2

HOME DEPOT

2019

2049

CHANCELLOR ACADEMY

2011

2016

PUBLIX

2011

2031

 

NORTH MIAMI BEACH

1985

FEE

15.92

108,795

94.9

PUBLIX

2019

2039

WALGREENS

2058

 

 

 

 

 

OCALA

1997

FEE

27.17

260,435

88.5

KMART

2011

2021

BEST BUY

2019

2034

SERVICE MERCHANDISE

2012

2032

 

ORANGE PARK

2003

JOINT VENTURE

5.02

50,299

100.0

BED BATH & BEYOND

2015

2025

MICHAELS

2010

2030

 

 

 

 

ORLANDO

1968

GROUND LEASE (2047)/ JOINT VENTURE

7.75

113,367

100.0

24 HOUR FITNESS

2023

2038

TJ MAXX

2018

2038

 

 

 

 

ORLANDO

1968

JOINT VENTURE

10.00

113,262

59.4

HSN

2009

 

PARTY CITY

2012

2017

 

 

 

 

ORLANDO

1996

FEE

11.70

132,856

100.0

ROSS DRESS FOR LESS

2013

2028

BIG LOTS

2014

 

ALDI

2018

2038

 

ORLANDO

1994

FEE

28.00

236,486

80.4

OLD TIME POTTERY

2010

2020

SPORTS AUTHORITY

2011

2031

USA BABY

2013

2018

 

ORLANDO (4)

2000

JOINT VENTURE

18.00

179,065

99.4

KMART

2014

2064

PUBLIX

2012

2037

 

 

 

 

ORLANDO (6)

2004

FEE

14.02

154,356

92.6

MARSHALLS

2013

2028

OFF BROADWAY SHOES

2013

2023

GOLFSMITH GOLF CENTER

2014

2024

 

OVIEDO (5)

2006

JOINT VENTURE

7.80

78,093

100.0

PUBLIX

2020

2050

 

 

 

 

 

 

 

PLANTATION

1974

JOINT VENTURE

4.59

60,414

95.6

WHOLE FOODS MARKET

2014

2019

 

 

 

 

 

 

 

POMPANO BEACH

2007

JOINT VENTURE

10.31

103,173

94.4

KMART

2012

2017

 

 

 

 

 

 

 

POMPANO BEACH

1968

JOINT VENTURE

6.55

66,613

98.2

SAVE-A-LOT

2015

2030

 

 

 

 

 

 

 

POMPANO BEACH (9)

2004

JOINT VENTURE

18.60

140,312

89.4

WINN DIXIE

2018

2043

CVS

2020

2040

 

 

 

 

PORT RICHEY(4)

1998

JOINT VENTURE

14.34

103,294

62.0

CIRCUIT CITY

2011

2031

STAPLES

2011

2026

 

 

 

 

RIVIERA BEACH

1968

JOINT VENTURE

5.06

46,390

92.2

FURNITURE KINGDOM

2009

2014

GOODWILL INDUSTRIES

2013

 

 

 

 

 

SANFORD

1989

FEE

40.90

195,689

89.8

ARBY'S

2027

2047

ROSS DRESS FOR LESS

2012

2032

OFFICE DEPOT

2009

2019

 

SARASOTA

1970

FEE

10.00

102,455

100.0

TJ MAXX

2012

2017

OFFICEMAX

2014

2024

DOLLAR TREE

2012

2032

 

SARASOTA

1989

FEE

11.98

129,700

94.0

SWEETBAY

2020

2040

ACE HARDWARE

2013

2023

ANTHONY'S LADIES WEAR

2012

2017

 

SARASOTA (5)

2006

JOINT VENTURE

-

65,320

88.5

PUBLIX

2063

 

 

 

 

 

 

 

 

ST. AUGUSTINE

2005

JOINT VENTURE

1.45

62,000

91.9

HOBBY LOBBY

2019

2032

 

 

 

 

 

 

 

ST. PETERSBURG

1968

GROUND LEASE (2084)/ JOINT VENTURE

9.01

118,574

100.0

KASH N' KARRY

2017

2037

TJ MAXX

2012

2014

YOU FIT

2018

2028

 

TALLAHASSEE

1998

FEE

12.79

105,655

58.7

STEIN MART

2018

2033

 

 

 

 

 

 

 

TAMPA

2004

FEE

22.42

197,181

96.2

LOWE'S HOME CENTER

2026

2066

 

 

 

 

 

 

 

TAMPA

1997/ 2004

FEE

23.86

205,634

97.0

AMERICAN SIGNATURE

2019

2044

STAPLES

2013

2018

ROSS DRESS FOR LESS

2012

2022

 

TAMPA (4)

2001

JOINT VENTURE

73.00

340,460

95.7

BEST BUY

2016

2031

JO-ANN FABRICS

2016

2031

BED BATH & BEYOND

2015

2030

 

TAMPA (9)

2007

JOINT VENTURE

10.02

100,200

92.9

PUBLIX

2011

2026

 

 

 

 

 

 

 

WEST PALM BEACH

1967

JOINT VENTURE

7.57

81,073

98.4

WINN DIXIE

2010

2030

 

 

 

 

 

 

 

WEST PALM BEACH

1995

FEE

7.93

79,904

93.8

BABIES R US

2011

2021

 

 

 

 

 

 

 

WEST PALM BEACH (6)

2004

FEE

33.03

357,537

83.3

KMART

2018

2068

WINN DIXIE

2019

2049

ROSS DRESS FOR LESS

2014

2029

 

WINTER HAVEN

1973

JOINT VENTURE

13.90

95,188

98.7

BIG LOTS

2010

2020

JO-ANN FABRICS

2011

2016

BUDDY'S HOME FURNISHINGS

2015

2025

 

YULEE (11)

2003

JOINT VENTURE

82.10

76,000

63.2

PETCO

2018

2028

 

 

 

 

 

 

GEORGIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALPHARETTA

2008

JOINT VENTURE

15.42

130,515

95.7

KROGER

2020

2050

 

 

 

 

 

 

 

ATLANTA

2008

JOINT VENTURE

31.02

354,214

88.4

DAYS INN

2014

2034

KROGER

2021

2056

GOODYEAR TIRE

2010

2030

 

ATLANTA (9)

2007

JOINT VENTURE

10.09

175,835

82.7

MARSHALLS

2014

2034

BEST BUY

2014

2029

OFF BROADWAY SHOE WAREHOUSE

2013

2019

 

AUGUSTA

1995

FEE

11.32

112,537

87.1

TJ MAXX

2010

2015

ROSS DRESS FOR LESS

2013

2033

RUGGED WEARHOUSE

2013

2018

 

AUGUSTA (4)

2001

JOINT VENTURE

52.61

531,815

99.0

SPORTS AUTHORITY

2012

2027

HHGREGG

2017

2027

BED BATH & BEYOND

2013

2028

 

DULUTH (5)

2006

JOINT VENTURE

7.80

78,025

92.3

WHOLE FOODS MARKET

2027

2057

 

 

 

 

 

 

 

SAVANNAH

2008

JOINT VENTURE

18.01

197,957

81.4

ROSS DRESS FOR LESS

2016

2036

COST PLUS

2016

2031

DOLLAR TREE

2013

2028

 

SAVANNAH

1995

GROUND LEASE (2045)

8.46

80,378

84.9

PUBLIX

2028

2063

STAPLES

2015

2030

 

 

 

 

SAVANNAH

1993

FEE

22.22

187,076

97.2

BED BATH & BEYOND

2013

2028

TJ MAXX

2010

2015

MARSHALLS

2013

2022

 

SNELLVILLE (4)

2001

JOINT VENTURE

35.60

311,033

93.9

KOHL'S

2022

2062

BELK

2015

2035

HHGREGG

2019

2034

 

VALDOSTA

2004

JOINT VENTURE

17.53

175,396

100.0

LOWE'S HOME CENTER

2019

2069

 

 

 

 

 

 

HAWAII

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KIHEI

2006

FEE

4.55

17,897

83.3

 

 

 

 

 

 

 

 

 


23




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ILLINOIS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AURORA

1998

FEE

17.89

91,182

100.0

CERMAK PRODUCE AURORA

2022

2042

 

 

 

 

 

 

 

AURORA (50)

2005

JOINT VENTURE

34.73

361,991

78.0

BEST BUY

2011

2026

VALUE CITY

2014

2019

GOLFSMITH

2016

2031

 

BATAVIA (4)

2002

JOINT VENTURE

31.71

272,410

87.2

KOHL'S

2019

2049

HOBBY LOBBY

2009

2019

OFFICEMAX

2014

2034

 

BELLEVILLE

1998

GROUND LEASE (2057)

20.34

100,160

100.0

KMART

2024

2054

WESTFIELD PLAZA ASSOCIATES

2009

2052

 

 

 

 

BLOOMINGTON

2003

JOINT VENTURE

10.95

73,951

100.0

JEWEL-OSCO

2014

2039

 

 

 

 

 

 

 

BLOOMINGTON

1972

FEE

16.09

188,250

100.0

SCHNUCK MARKETS

2014

2029

TOYS "R" US

2015

2045

BARNES & NOBLE

2010

2015

 

BRADLEY

1996

FEE

5.35

80,535

100.0

CARSON PIRIE SCOTT

2014

2034

 

 

 

 

 

 

 

CALUMET CITY

1997

FEE

16.98

159,647

97.9

MARSHALLS

2014

2029

BEST BUY

2012

2032

BED BATH & BEYOND

2014

2024

 

CHAMPAIGN

1998

FEE

9.04

111,985

100.0

HOBBY LOBBY

2017

2027

CARLE CLINIC

2013

2028

 

 

 

 

CHAMPAIGN (4)

2001

JOINT VENTURE

9.29

111,720

100.0

BEST BUY

2016

2031

DICK'S SPORTING GOODS

2016

2031

MICHAELS

2010

2025

 

CHICAGO

1997

GROUND LEASE (2040)

17.48

102,011

100.0

BURLINGTON COAT FACTORY

2020

2035

RAINBOW SHOPS

2011

2021

BEAUTY ONE

2010

2015

 

CHICAGO

1997

FEE

6.04

86,894

100.0

KMART

2024

2054

 

 

 

 

 

 

 

COUNTRYSIDE

1997

FEE

27.67

117,005

100.0

HOME DEPOT

2023

2053

 

 

 

 

 

 

 

CRESTWOOD

1997

GROUND LEASE (2051)

36.75

79,903

100.0

SEARS

2024

2051

 

 

 

 

 

 

 

CRYSTAL LAKE

1998

FEE

6.13

80,390

100.0

HOBBY LOBBY

2014

2024

MONKEY JOE'S

2019

2029

 

 

 

 

DOWNERS GROVE

1998

GROUND LEASE (2062)

5.00

100,000

100.0

HOME DEPOT EXPO

2022

2062

 

 

 

 

 

 

 

DOWNERS GROVE

1997

FEE

12.04

141,906

100.0

TJ MAXX

2014

2024

BEST BUY

2015

2030

BEST BUY

2012

2032

 

DOWNERS GROVE

1999

FEE

24.76

145,153

92.7

DOMINICK'S

2009

2019

DOLLAR TREE

2013

2023

WALGREENS

2022

 

 

ELGIN

1972

FEE

18.69

186,432

99.3

ELGIN MALL

2013

2023

ELGIN FARMERS PRODUCTS

2020

2030

AARON SALES & LEASE OWNERSHIP

2012

2022

 

FAIRVIEW HEIGHTS

1998

GROUND LEASE (2054)

19.05

192,073

100.0

KMART

2024

2054

OFFICEMAX

2015

2025

WALGREENS

2010

2029

 

FOREST PARK

1997

GROUND LEASE (2021)

9.29

98,371

100.0

KMART

2021

 

 

 

 

 

 

 

 

GENEVA

1996

FEE

8.18

110,188

100.0

GANDER MOUNTAIN

2013

2028

 

 

 

 

 

 

 

KILDEER (5)

2006

JOINT VENTURE

23.30

167,477

97.6

BED BATH & BEYOND

2012

2032

CIRCUIT CITY

2017

2042

OLD NAVY

2011

2016

 

MATTESON

1997

FEE

17.01

157,885

81.2

SPORTMART

2014

2029

MARSHALLS

2010

2025

BORDERS BOOKS

2024

2039

 

MOUNT PROSPECT

1997

FEE

16.80

192,547

100.0

KOHL'S

2024

2054

HOBBY LOBBY

2016

2026

POOL-A-RAMA

2011

2018

 

MUNDELIEN

1998

FEE

7.62

89,692

100.0

BURLINGTON COAT FACTORY

2018

2033

 

 

 

 

 

 

 

NAPERVILLE

1997

FEE

9.00

102,327

100.0

BURLINGTON COAT FACTORY

2013

2033

 

 

 

 

 

 

 

NORRIDGE

1997

GROUND LEASE (2047)

11.69

116,914

100.0

KMART

2012

2047

 

 

 

 

 

 

 

OAK LAWN

1997

FEE

15.43

176,037

100.0

KMART

2024

2054

CHUCK E CHEESE

2016

2026

 

 

 

 

OAKBROOK TERRACE

1997/2001

GROUND LEASE (2049)

15.59

176,263

83.0

HOME DEPOT

2024

2044

LOYOLA UNIV. MEDICAL CENTER

2011

2016

POMPEI BAKERY

2011

2021

 

ORLAND PARK

1997

FEE

18.83

131,546

13.2

 

 

 

 

 

 

 

 

 

 

OTTAWA

1970

FEE

8.97

60,000

0.0

VALUE CITY

2012

2022

 

 

 

 

 

 

 

PEORIA

1997

GROUND LEASE (2031)

20.45

156,067

100.0

KMART

2014

2021

MARSHALLS

2009

2024

 

 

 

 

ROCKFORD

2008

JOINT VENTURE

8.90

89,047

61.8

BEST BUY

2016

2031

 

 

 

 

 

 

 

ROLLING MEADOWS

2003

FEE

3.72

37,225

100.0

FAIR LANES ROLLING MEADOWS

2013

 

 

 

 

 

 

 

 

SCHAUMBURG

1998

JOINT VENTURE

7.30

-

-

 

 

 

 

 

 

 

 

 

 

SCHAUMBURG

2003

JOINT VENTURE

62.99

628,752

98.5

GALYAN'S TRADING COMPANY

2013

2038

CARSON PIRIE SCOTT

2021

2071

LOEWS THEATRES

2019

2039

 

SKOKIE

1997

FEE

5.84

58,455

100.0

MARSHALLS

2010

2025

OLD NAVY

2010

2015

 

 

 

 

STREAMWOOD

1998

FEE

5.61

81,000

100.0

VALUE CITY

2015

2030

 

 

 

 

 

 

 

WOODRIDGE

1998

FEE

13.10

172,436

86.7

WOODGROVE THEATERS, INC

2012

2022

KOHL'S

2010

2030

SHOE CARNIVAL

2014

2019

INDIANA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EVANSVILLE

1986

FEE

14.20

192,933

82.8

BURLINGTON COAT FACTORY

2012

2027

OFFICEMAX

2012

2027

FAMOUS FOOTWEAR

2010

2025

 

GREENWOOD

1970

FEE

25.68

168,577

86.4

BABY SUPERSTORE

2011

2021

TOYS "R" US

2011

2056

TJ MAXX

2015

 

 

GRIFFITH

1997

FEE

10.57

114,684

100.0

KMART

2024

2054

 

 

 

 

 

 

 

INDIANAPOLIS

1963

JOINT VENTURE

17.42

165,255

96.7

KROGER

2026

2066

AJ WRIGHT

2012

2027

CVS

2021

2031

 

LAFAYETTE

1997

FEE

24.34

238,288

74.4

HOME DEPOT

2026

2056

JO-ANN FABRICS

2014

2020

 

 

 

 

LAFAYETTE

1971

FEE

12.37

90,500

92.9

KROGER

2026

2056

 

 

 

 

 

 

 

MISHAWAKA

1998

FEE

7.47

80,523

100.0

HHGREGG

2018

2038

 

 

 

 

 

 

 

SOUTH BEND

1997

JOINT VENTURE

14.59

145,992

97.1

BED BATH & BEYOND

2015

2040

DSW SHOE WAREHOUSE

2020

2035

PETSMART

2015

2030

 

SOUTH BEND

1998

FEE

1.82

81,668

100.0

MENARD

2010

2030

 

 

 

 

 

 

IOWA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CLIVE

1996

FEE

8.80

90,000

100.0

KMART

2021

2051

 

 

 

 

 

 

 

COUNCIL BLUFFS (11)

2006

JOINT VENTURE

56.20

303,000

48.8

HOBBY LOBBY

2023

2038

BED BATH & BEYOND

2019

2039

PETSMART

2018

2043

 

DAVENPORT

1997

GROUND LEASE (2028)

9.10

91,035

100.0

KMART

2024

2054

 

 

 

 

 

 

 

DES MOINES

1999

FEE

23.00

149,059

83.4

BEST BUY

2013

2022

OFFICEMAX

2013

2018

PETSMART

2017

2042

 

DUBUQUE

1997

GROUND LEASE (2019)

6.50

82,979

100.0

SHOPKO

2018

2019

 

 

 

 

 

 

 

SOUTHEAST DES MOINES

1996

FEE

9.56

111,847

100.0

HOME DEPOT

2020

2065

 

 

 

 

 

 

 

WATERLOO

1996

FEE

8.97

104,074

100.0

HOBBY LOBBY

2014

2024

TJ MAXX

2014

2024

SHOE CARNIVAL

2015

2025


24




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KANSAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EAST WICHITA (4)

1996

JOINT VENTURE

6.50

96,011

100.0

DICK'S SPORTING GOODS

2018

2033

GORDMANS

2012

2032

 

 

 

 

OVERLAND PARK

2006

FEE

14.48

120,164

100.0

HOME DEPOT

2010

2050

 

 

 

 

 

 

 

WICHITA (4)

1998

JOINT VENTURE

13.50

133,771

100.0

BEST BUY

2010

2025

TJ MAXX

2010

2020

MICHAELS

2010

2025

KENTUCKY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BELLEVUE

1976

FEE

6.04

53,695

100.0

KROGER

2010

2035

 

 

 

 

 

 

 

FLORENCE (7)

2004

JOINT VENTURE

8.18

99,578

67.7

DICK'S SPORTING GOODS

2018

2033

 

 

 

 

 

 

 

HINKLEVILLE

1994

GROUND LEASE (2039)

1.96

85,229

0.0

 

 

 

 

 

 

 

 

 

 

LEXINGTON

1993

FEE

33.80

234,943

93.6

BEST BUY

2014

2024

BED BATH & BEYOND

2013

2038

TOYS "R" US

2013

2038

LOUISIANA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BATON ROUGE

2005

FEE

9.43

67,755

90.6

WAL-MART

2024

2034

 

 

 

 

 

 

 

BATON ROUGE

1997

FEE

18.58

349,907

98.4

BURLINGTON COAT FACTORY

2009

2024

STEIN MART

2011

2016

K&G MEN'S COMPANY

2017

2032

 

HARVEY

2008

JOINT VENTURE

14.90

181,660

77.5

BEST BUY

2017

2032

LINENS N THINGS

2012

2032

BARNES & NOBLE

2012

2022

 

HOUMA

1999

FEE

10.10

98,586

100.0

OLD NAVY

2009

2014

OFFICEMAX

2013

2028

MICHAELS

2014

2019

 

LAFAYETTE

1997

FEE

21.94

244,768

85.3

STEIN MART

2010

2020

TJ MAXX

2014

2019

PETSMART

2014

2039

MAINE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BANGOR

2001

FEE

8.64

86,422

100.0

BURLINGTON COAT FACTORY

2012

2032

 

 

 

 

 

 

 

S. PORTLAND

2008

JOINT VENTURE

12.46

98,401

89.2

DSW SHOE WAREHOUSE

2012

2027

DOLLAR TREE

2015

2025

GUITAR CENTER

2016

2026

MARYLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALTIMORE (10)

2007

JOINT VENTURE

7.31

77,287

100.0

SUPER FRESH

2021

2061

 

 

 

 

 

 

 

BALTIMORE (10)

2007

JOINT VENTURE

10.60

112,722

100.0

SAFEWAY

2016

2046

RITE AID

2011

2026

DOLLAR TREE

2013

2028

 

BALTIMORE (10)

2007

JOINT VENTURE

18.37

152,834

100.0

KMART

2010

2055

SALVO AUTO PARTS

2009

2019

 

 

 

 

BALTIMORE (5)

2005

JOINT VENTURE

5.78

58,879

100.0

CORT FURNITURE RENTAL

2012

2022

 

 

 

 

 

 

 

BALTIMORE (7)

2004

JOINT VENTURE

7.59

79,497

100.0

GIANT FOOD

2016

2031

 

 

 

 

 

 

 

BALTIMORE (8)

2005

JOINT VENTURE

10.73

90,830

87.9

GIANT FOOD

2011

2036

 

 

 

 

 

 

 

BALTIMORE (9)

2004

JOINT VENTURE

7.45

90,903

98.1

GIANT FOOD

2026

2051

 

 

 

 

 

 

 

BEL AIR (9)

2004

FEE

19.68

125,927

100.0

SAFEWAY

2030

2060

CVS

2021

2041

DOLLAR TREE

2018

2028

 

CLARKSVILLE (10)

2007

JOINT VENTURE

15.19

105,907

98.3

GIANT FOOD

2017

2027

 

 

 

 

 

 

 

CLINTON

2003

GROUND LEASE (2069)

2.62

5,589

100.0

 

 

 

 

 

 

 

 

 

 

CLINTON

2003

GROUND LEASE (2024)

2.62

2,544

100.0

 

 

 

 

 

 

 

 

 

 

COLUMBIA

2002

JOINT VENTURE

5.00

50,000

100.0

MICHAELS

2013

2033

HOME GOODS

2011

2021

 

 

 

 

COLUMBIA

2002

FEE

2.50

14,384

100.0

DAVID'S NATURAL MARKET

2014

2019

 

 

 

 

 

 

 

COLUMBIA

2002

FEE

7.30

32,075

93.7

 

 

 

 

 

 

 

 

 

 

COLUMBIA (10)

2007

JOINT VENTURE

12.17

98,399

100.0

HARRIS TEETER

2028

2058

 

 

 

 

 

 

 

COLUMBIA (5)

2006

JOINT VENTURE

12.34

91,165

100.0

SAFEWAY

2018

2043

 

 

 

 

 

 

 

COLUMBIA (5)

2006

JOINT VENTURE

16.36

100,803

100.0

GIANT FOOD

2012

2022

 

 

 

 

 

 

 

COLUMBIA (5)

2006

JOINT VENTURE

7.32

73,299

93.1

OLD NAVY

2013

 

 

 

 

 

 

 

 

COLUMBIA (9)

2005

JOINT VENTURE

-

6,780

100.0

 

 

 

 

 

 

 

 

 

 

EASTON (7)

2004

JOINT VENTURE

11.06

113,330

98.9

GIANT FOOD

2024

2054

FASHION BUG

2012

 

 

 

 

 

ELLICOTT CITY (3)

2007

JOINT VENTURE

42.47

433,467

93.1

TARGET

2016

2046

KOHL'S

2018

2038

SAFEWAY

2016

2046

 

ELLICOTT CITY (5)

2006

JOINT VENTURE

15.50

86,456

100.0

GIANT FOOD

2014

2019

 

 

 

 

 

 

 

ELLICOTT CITY (7)

2004

JOINT VENTURE

31.80

143,548

100.0

SAFEWAY

2012

2042

PETCO

2011

2021

 

 

 

 

FREDRICK COUNTY

2003

FEE

8.38

86,968

98.3

GIANT FOOD

2026

2056

 

 

 

 

 

 

 

GAITHERSBURG

1999

FEE

8.70

88,277

100.0

GREAT BEGINNINGS FURNITURE

2011

2021

FURNITURE 4 LESS

2010

 

 

 

 

 

GAITHERSBURG (3)

2007

JOINT VENTURE

6.60

71,329

100.0

RUGGED WEARHOUSE

2013

2018

HANCOCK FABRICS

2011

2016

OLD COUNTRY BUFFET

2011

2021

 

GLEN BURNIE (9)

2004

JOINT VENTURE

21.88

265,116

100.0

LOWE'S HOME CENTER

2019

2059

GIANT FOOD

2015

2025

 

 

 

 

HAGERSTOWN

1973

FEE

10.48

121,985

99.1

ZEYNA FURNITURE

2018

2028

SUPER SHOE

2011

2016

ALDI

2016

2031

 

HUNT VALLEY

2008

FEE

9.05

94,653

91.3

GIANT FOOD

2013

2033

 

 

 

 

 

 

 

LAUREL

1972

FEE

10.00

81,550

100.0

ROOMSTORE

2014

 

 

 

 

 

 

 

 

LAUREL

1964

FEE

8.06

75,924

97.7

VILLAGE THRIFT STORE

2010

 

DOLLAR TREE

2010

2015

OLD COUNTRY BUFFET

2014

2019

 

LINTHICUM

2003

FEE

-

1,926

100.0

 

 

 

 

 

 

 

 

 

 

NORTH EAST (10)

2007

JOINT VENTURE

17.52

80,190

100.0

FOOD LION

2018

2038

 

 

 

 

 

 

 

OWINGS MILLS (9)

2004

JOINT VENTURE

11.03

116,303

95.8

GIANT FOOD

2020

2045

MERRITT ATHLETIC CLUB

2010

2015

 

 

 

 

PASADENA

2003

GROUND LEASE (2030)

2.72

38,727

81.0

 

 

 

 

 

 

 

 

 

 

PERRY HALL

2003

FEE

15.67

149,641

98.3

BRUNSWICK (LEISERV)BOWLING

2010

 

RITE AID

2010

2035

ACE HARDWARE

2016

2031

 

PERRY HALL (7)

2004

JOINT VENTURE

8.15

65,059

100.0

SUPER FRESH

2022

2062

 

 

 

 

 

 

 

TIMONIUM

2003

FEE

17.20

201,380

90.6

GIANT FOOD

2029

2079

STAPLES

2020

2045

 

 

 

 

TIMONIUM (10)

2007

JOINT VENTURE

5.97

59,799

89.2

AMERICAN RADIOLOGY

2012

2027

 

 

 

 

 

 

 

TOWSON (7)

2004

JOINT VENTURE

9.08

88,405

20.0

CVS

2016

2046

 

 

 

 

 

 


25




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOWSON (9)

2004

JOINT VENTURE

43.12

679,926

99.8

WAL-MART

2020

2100

TARGET

2014

2049

SUPER FRESH

2019

2049

 

WALDORF

2003

FEE

-

4,500

100.0

 

 

 

 

 

 

 

 

 

 

WALDORF

2003

FEE

-

26,128

100.0

FAIR LANES WALDORF

2012

2017

 

 

 

 

 

 

MASSACHUSETTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GREAT BARRINGTON

1994

FEE

14.14

131,235

94.0

KMART

2011

2016

PRICE CHOPPER

2016

2036

 

 

 

 

HYANNIS (7)

2004

JOINT VENTURE

23.16

231,622

94.6

SHAW'S SUPERMARKET

2018

2028

TOYS "R" US

2019

2029

HOME GOODS

2010

2020

 

MARLBOROUGH

2004

JOINT VENTURE

16.11

104,125

100.0

BEST BUY

2019

2034

DSW SHOE WAREHOUSE

2014

2034

BORDERS BOOKS

2019

2034

 

PITTSFIELD (7)

2004

JOINT VENTURE

12.97

72,014

100.0

STOP & SHOP

2014

2044

 

 

 

 

 

 

 

QUINCY (9)

2005

JOINT VENTURE

7.96

80,510

100.0

HANNAFORD

2009

2034

BROOKS PHARMACY

2017

2047

 

 

 

 

SHREWSBURY

2000

FEE

12.19

108,418

100.0

BOB'S STORES

2018

2033

BED BATH & BEYOND

2012

2032

STAPLES

2011

2021

 

STURBRIDGE (5)

2006

JOINT VENTURE

23.11

231,197

87.5

STOP & SHOP

2019

2049

MARSHALLS

2011

2026

STAPLES

2016

2031

MICHIGAN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CLARKSTON

1996

FEE

20.00

148,973

85.5

FARMER JACK

2015

2045

OFFICE DEPOT

2016

2031

CVS

2010

2020

 

CLAWSON

1993

FEE

13.47

130,424

93.6

STAPLES

2011

2026

ALDI

2028

2043

RITE AID

2026

2046

 

FARMINGTON

1993

FEE

2.78

96,915

91.6

OFFICE DEPOT

2016

2031

ACE HARDWARE

2017

2027

FITNESS 19

2015

2025

 

KALAMAZOO

2002

JOINT VENTURE

60.00

279,343

93.5

HOBBY LOBBY

2013

2023

VALUE CITY

2020

2040

MARSHALLS

2010

2030

 

LIVONIA

1968

FEE

4.53

33,121

100.0

CVS

2033

2083

 

 

 

 

 

 

 

MUSKEGON

1985

FEE

12.20

79,215

100.0

 

 

 

 

 

 

 

 

 

 

NOVI

2003

JOINT VENTURE

6.00

60,000

100.0

MICHAELS

2016

2036

HOME GOODS

2011

2026

 

 

 

 

TAYLOR

1993

FEE

13.00

141,549

100.0

KOHL'S

2022

2042

BABIES R US

2017

2043

PARTY AMERICA

2009

 

 

TROY (9)

2005

JOINT VENTURE

24.00

223,050

100.0

WAL-MART

2021

2051

MARSHALLS

2012

2027

 

 

 

 

WALKER

1993

FEE

41.78

338,928

97.0

RUBLOFF DEVELOPMENT

2016

2051

KOHL'S

2017

2037

LOEKS THEATRES

2012

2042

MINNESOTA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARBOR LAKES

2006

FEE

44.40

474,062

97.3

LOWE'S HOME CENTER

2025

2075

DICK'S SPORTING GOODS

2017

2037

CIRCUIT CITY

2017

2037

 

HASTINGS (3)

2007

JOINT VENTURE

10.18

97,535

100.0

CUB FOODS

2023

2053

 

 

 

 

 

 

 

MAPLE GROVE (4)

2001

JOINT VENTURE

63.00

466,325

92.3

BYERLY'S

2020

2035

BEST BUY

2015

2030

JO-ANN FABRICS

2010

2030

 

MINNETONKA (4)

1998

JOINT VENTURE

12.10

120,231

98.5

TOYS "R" US

2016

2031

GOLFSMITH GOLF CENTER

2013

2018

OFFICEMAX

2011

 

MISSOURI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRIDGETON

1997

GROUND LEASE (2040)

27.29

101,592

100.0

KOHL'S

2010

2020

 

 

 

 

 

 

 

CRYSTAL CITY

1997

GROUND LEASE (2032)

10.07

100,724

100.0

KMART

2024

2032

 

 

 

 

 

 

 

ELLISVILLE

1970

FEE

18.37

118,080

100.0

SHOP N SAVE

2017

2032

2ND WIND EXERCISE EQUIPMENT

2011

2016

 

 

 

 

INDEPENDENCE

1998

FEE

21.03

184,870

100.0

KMART

2024

2054

THE TILE SHOP

2014

2024

OFFICE DEPOT

2012

2032

 

JOPLIN

1998

FEE

12.57

155,416

76.6

HASTINGS BOOKS

2009

2014

OFFICEMAX

2010

2025

PETSMART

2009

2034

 

JOPLIN (4)

1998

JOINT VENTURE

9.45

80,524

100.0

SHOPKO

2018

2038

 

 

 

 

 

 

 

KANSAS CITY

1997

FEE

17.84

150,381

100.0

HOME DEPOT

2010

2050

THE LEATHER COLLECTION

2013

2019

 

 

 

 

KIRKWOOD

1990

GROUND LEASE (2069)

19.75

251,524

100.0

HOBBY LOBBY

2014

2024

HEMISPHERES

2014

2024

SPORTS AUTHORITY

2014

2029

 

LEMAY

1974

FEE

9.79

79,747

100.0

SHOP N SAVE

2020

2065

DOLLAR GENERAL

2009

 

 

 

 

 

MANCHESTER (4)

1998

JOINT VENTURE

9.55

89,305

100.0

KOHL'S

2018

2038

 

 

 

 

 

 

 

SPRINGFIELD

1998

GROUND LEASE (2087)

18.50

203,384

100.0

KMART

2024

2054

OFFICE DEPOT

2020

2030

PACE-BATTLEFIELD, LLC

2017

2047

 

SPRINGFIELD

2002

FEE

8.49

84,916

100.0

BED BATH & BEYOND

2013

2028

MARSHALLS

2012

2027

BORDERS BOOKS

2023

2038

 

SPRINGFIELD

1994

FEE

41.50

282,619

92.1

BEST BUY

2011

2026

JCPENNEY

2015

2020

TJ MAXX

2011

2021

 

ST. CHARLES

1998

GROUND LEASE (2039)

8.44

84,460

100.0

KOHL'S

2019

2039

 

 

 

 

 

 

 

ST. CHARLES

1998

FEE

36.87

8,000

100.0

 

 

 

 

 

 

 

 

 

 

ST. LOUIS

1972

FEE

13.11

129,093

93.4

SHOP N SAVE

2017

2082

 

 

 

 

 

 

 

ST. LOUIS

1997

GROUND LEASE (2056)

19.66

151,540

100.0

HOME DEPOT

2026

2056

OFFICE DEPOT

2015

2025

 

 

 

 

ST. LOUIS

1997

GROUND LEASE (2040)

16.33

128,765

100.0

KMART

2024

2040

 

 

 

 

 

 

 

ST. LOUIS

1997

GROUND LEASE (2035)

37.71

172,165

100.0

KMART

2024

2035

K&G MEN'S COMPANY

2017

2027

 

 

 

 

ST. LOUIS

1998

FEE

17.54

176,273

100.0

BURLINGTON COAT FACTORY

2009

2024

BIG LOTS

2015

2030

OFFICE DEPOT

2010

2019

 

ST. LOUIS

1998

FEE

11.39

113,781

100.0

KOHL'S

2018

2038

CLUB FITNESS

2014

2024

 

 

 

 

ST. PETERS

1997

GROUND LEASE (2094)

14.77

175,121

98.6

HOBBY LOBBY

2014

2024

SPORTS AUTHORITY

2014

2029

OFFICE DEPOT

2019

 

MISSISSIPPI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HATTIESBURG (11)

2007

JOINT VENTURE

3.50

30,000

50.0

 

 

 

 

 

 

 

 

 

 

HATTIESBURG (11)

2004

JOINT VENTURE

49.40

272,000

94.9

ASHLEY FURNITURE HOMESTORE

2016

2026

ROSS DRESS FOR LESS

2016

2041

BED BATH & BEYOND

2016

2041

 

JACKSON

2002

JOINT VENTURE

5.00

50,000

100.0

MICHAELS

2014

2034

MARSHALLS

2014

2024

 

 

 

NEBRASKA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OMAHA (11)

2005

JOINT VENTURE

55.30

334,000

42.2

MARSHALLS

2016

2036

OFFICEMAX

2017

2032

PETSMART

2017

2042

NEVADA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CARSON CITY (3)

2006

FEE

9.38

114,258

86.2

RALEY'S

2012

2027

 

 

 

 

 

 


26




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ELKO (3)

2006

FEE

31.28

170,756

96.5

RALEY'S

2017

2032

BUILDERS MART

2011

2016

CINEMA 4 THEATRES

2012

 

 

HENDERSON

1999

JOINT VENTURE

32.10

166,499

87.1

COLLEEN'S CLASSIC CONSIGNMENT

2013

2023

BIG LOTS

2016

2036

SAVERS

2016

2036

 

HENDERSON (3)

2006

FEE

10.49

130,773

80.3

ALBERTSONS

2009

2039

 

 

 

 

 

 

 

LAS VEGAS (3)

2007

JOINT VENTURE

16.10

160,842

53.2

OFFICEMAX

2011

2021

DOLLAR DISCOUNT CENTER

2015

2025

 

 

 

 

LAS VEGAS (3)

2007

JOINT VENTURE

34.45

333,234

85.0

VONS

2011

2041

CARPETS-N-MORE

2015

2025

TJ MAXX

2010

2020

 

LAS VEGAS (3)

2006

FEE

16.40

169,160

85.9

FOOD 4 LESS

2011

2036

HOLLYWOOD VIDEO

2011

2016

 

 

 

 

LAS VEGAS (3)

2006

FEE

21.08

228,279

81.5

UA THEATRES

2017

2037

OFFICEMAX

2012

2032

BARNES & NOBLE

2012

2027

 

LAS VEGAS (3)

2006

FEE

9.35

111,245

91.1

VONS

2009

2034

DOLLAR TREE

2011

2016

FURNITURE MAXX FACTORY OUTLET

2013

2018

 

LAS VEGAS (3)

2007

JOINT VENTURE

34.81

361,486

96.4

WAL-MART

2012

2037

COLLEENS CLASSICS CONSIGNMENT

2010

 

24 HOUR FITNESS

2012

2022

 

LAS VEGAS (3)

2006

FEE

6.97

77,650

98.7

ALBERTSONS

2021

2046

 

 

 

 

 

 

 

RENO

2006

FEE

3.05

36,627

87.9

PIER 1 IMPORTS

2019

2029

 

 

 

 

 

 

 

RENO

2006

FEE

2.68

31,317

83.5

 

 

 

 

 

 

 

 

 

 

RENO (3)

2006

FEE

10.42

139,554

98.4

SAK 'N SAVE

2022

2052

WENDY'S

2009

2023

 

 

 

 

RENO (3)

2006

FEE

12.28

113,376

93.6

SCOLARI'S WAREHOUSE MARKET

2021

 

 

 

 

 

 

 

 

RENO (5)

2007

JOINT VENTURE

15.52

120,004

95.0

RALEY'S

2022

2037

SHELL OIL

2012

2022

 

 

 

 

RENO (5)

2007

JOINT VENTURE

13.20

104,319

97.2

RALEY'S

2030

2060

 

 

 

 

 

 

 

RENO (5)

2007

JOINT VENTURE

14.52

146,501

100.0

BED BATH & BEYOND

2015

2030

WILD OATS MARKETS

2023

2038

BORDERS BOOKS

2014

2034

 

SPARKS

2007

FEE

10.31

119,601

97.1

SAFEWAY

2028

2058

LONGS DRUGS

2054

 

 

 

 

 

SPARKS (5)

2007

JOINT VENTURE

10.31

113,743

92.4

RALEY'S

2023

2038

 

 

 

 

 

 

 

WINNEMUCCA (3)

2006

FEE

4.82

65,424

100.0

RALEY'S

2015

2035

 

 

 

 

 

 

NEW HAMPSHIRE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MILFORD

2008

JOINT VENTURE

17.28

148,802

94.9

SHAW'S SUPERMARKET

2022

2052

RITE AID

2014

2029

 

 

 

 

NASHUA (7)

2004

JOINT VENTURE

18.23

182,348

95.6

DSW SHOE WAREHOUSE

2011

2031

BED BATH & BEYOND

2012

2032

MICHAELS

2012

2027

 

NEW LONDON

2005

FEE

9.53

106,470

97.7

HANNAFORD BROS.

2025

2050

FIRST COLONIAL

2028

 

MACKENNA'S

2012

2017

 

SALEM

1994

FEE

39.80

344,069

100.0

KOHL’S

2013

 

SHAW’S SUPERMARKET

2018

2038

BOB’S STORES

2011

2021

NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BAYONNE

2004

FEE

0.64

23,901

100.0

DOLLAR TREE

2014

 

 

 

 

 

 

 

 

BRIDGEWATER (4)

2001

JOINT VENTURE

16.57

378,567

100.0

COSTCO

2019

2049

BED BATH & BEYOND

2010

2030

MARSHALLS

2009

2024

 

CHERRY HILL

1985

JOINT VENTURE

18.58

120,340

93.9

STOP & SHOP

2016

2036

RETROFITNESS

2013

2020

 

 

 

 

CHERRY HILL

1996

GROUND LEASE (2036)

15.20

129,809

100.0

KOHL'S

2016

2036

PLANET FITNESS

2017

2027

 

 

 

 

CHERRY HILL (10)

2007

JOINT VENTURE

48.04

209,185

100.0

KOHL'S

2018

2068

SPORTS AUTHORITY

2019

2034

BABIES R US

2013

2033

 

CINNAMINSON

1996

FEE

13.67

121,852

84.1

VF OUTLET

2009

2019

ACME MARKETS

2047

 

 

 

 

 

DELRAN (4)

2005

JOINT VENTURE

9.50

37,679

45.4

 

 

 

 

 

 

 

 

 

 

DELRAN (4)

2000

JOINT VENTURE

10.46

77,583

100.0

PETSMART

2016

2026

OFFICE DEPOT

2016

2026

SLEEPY'S

2012

2022

 

EAST WINDSOR

2008

FEE

34.77

249,029

98.1

TARGET

2027

2067

GENUARDI'S

2026

2056

TJ MAXX

2011

2026

 

EDGEWATER (3)

2007

JOINT VENTURE

45.65

423,315

100.0

TARGET

2022

2042

PATHMARK

2016

2041

TJ MAXX

2012

2022

 

HILLSBOROUGH

2005

FEE

5.04

55,552

100.0

KMART

2012

2047

 

 

 

 

 

 

 

HOLMDEL

2007

FEE

38.82

234,557

84.0

BEST BUY

2018

2033

MICHAELS

2013

2033

BARNES & NOBLE

2017

2032

 

HOLMDEL

2007

FEE

48.58

299,922

92.9

A&P

2013

2043

MARSHALLS

2013

2028

LA FITNESS

2021

2036

 

LINDEN

2002

FEE

0.88

13,340

100.0

STRAUSS DISCOUNT AUTO

2023

2033

 

 

 

 

 

 

 

LITTLE FERRY

2008

FEE

14.42

144,262

27.7

HAR SUPERMARKETS

2009

2014

 

 

 

 

 

 

 

MOORESTOWN (6)

2004

GROUND LEASE (2066)/ JOINT VENTURE

22.74

201,351

100.0

LOWE'S HOME CENTER

2026

2066

SPORTS AUTHORITY

2013

2033

BALLY TOTAL FITNESS

2012

2022

 

NORTH BRUNSWICK

1994

FEE

38.12

425,362

100.0

WAL-MART

2018

2058

BURLINGTON COAT FACTORY

2012

 

MARSHALLS

2012

2027

 

PISCATAWAY

1998

FEE

9.60

97,348

97.2

SHOPRITE

2014

2024

 

 

 

 

 

 

 

RIDGEWOOD

1994

FEE

2.71

24,280

100.0

WHOLE FOODS MARKET

2015

2030

 

 

 

 

 

 

 

UNION COUNTY

2007

JOINT VENTURE

3.52

95,225

100.0

BEST BUY

2024

2039

WHOLE FOODS MARKET

2028

2058

 

 

 

 

WAYNE (6)

2004

FEE

19.21

331,528

100.0

COSTCO

2009

2044

LACKLAND STORAGE

2012

2032

SPORTS AUTHORITY

2012

2032

 

WESTMONT

1994

FEE

17.39

168,719

87.9

SUPER FRESH

2017

2081

SUPER FITNESS

2009

 

JO-ANN FABRICS

2012

 

NEW MEXICO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALBUQUERQUE

1998

FEE

4.77

59,722

95.0

PAGE ONE

2009

2013

WALGREENS

2027

 

 

 

 

 

ALBUQUERQUE

1998

FEE

26.00

183,736

91.1

MOVIES WEST

2011

2021

ROSS DRESS FOR LESS

2011

2021

VALLEY FURNITURE

2017

 

 

ALBUQUERQUE

1998

FEE

4.70

37,442

96.7

PETSMART

2017

2037

 

 

 

 

 

 

 

LAS CRUCES

2006

JOINT VENTURE

3.90

30,686

-

 

 

 

 

 

 

 

 

 

NEW YORK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMHERST

1988

JOINT VENTURE

7.50

101,066

100.0

TOPS SUPERMARKET

2013

2033

 

 

 

 

 

 

 

BAYSHORE

2006

FEE

15.90

176,622

98.6

BEST BUY

2016

2031

TOYS "R" US

2013

2043

OFFICE DEPOT

2011

2026

 

BELLMORE

2004

FEE

1.36

24,802

100.0

RITE AID

2014

 

 

 

 

 

 

 

 

BRIDGEHAMPTON

1973

FEE

30.20

287,587

99.5

KMART

2019

2039

KING KULLEN

2015

2035

TJ MAXX

2012

2017

 

BRONX

1990

JOINT VENTURE

19.50

232,683

92.9

NATIONAL AMUSEMENTS

2011

2036

WALDBAUMS

2011

2046

OFFICE OF HEARING

2009

 

 

BRONX

2005

FEE

0.10

3,720

100.0

 

 

 

 

 

 

 

 

 


27




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BROOKLYN

2005

FEE

0.18

5,200

100.0

 

 

 

 

 

 

 

 

 

 

BROOKLYN

2004

FEE

2.92

41,076

100.0

DUANE READE

2014

 

PC RICHARD & SON

2018

2028

 

 

 

 

BROOKLYN

2004

FEE

0.24

29,671

100.0

DUANE READE

2014

 

 

 

 

 

 

 

 

BROOKLYN

2003

FEE

0.42

10,000

100.0

RITE AID

2019

 

 

 

 

 

 

 

 

BROOKLYN

2003

FEE

0.17

7,500

100.0

 

 

 

 

 

 

 

 

 

 

BROOKLYN (4)

2000

JOINT VENTURE

5.13

80,708

100.0

HOME DEPOT

2022

2051

WALGREENS

2030

 

 

 

 

 

BUFFALO

1988

JOINT VENTURE

9.19

141,010

94.6

TOPS SUPERMARKET

2012

2037

PETSMART

2017

2032

FASHION BUG

2010

2025

 

CENTEREACH

1993

JOINT VENTURE

40.68

377,584

99.6

WAL-MART

2015

2044

BIG LOTS

2011

2021

MODELL'S

2019

2029

 

CENTEREACH

2006

FEE

10.50

105,851

100.0

PATHMARK

2020

2050

ACE HARDWARE

2017

2027

 

 

 

 

CENTRAL ISLIP (11)

2004

GROUND LEASE (2101)/ JOINT VENTURE

11.80

58,000

100.0

 

 

 

 

 

 

 

 

 

 

COMMACK

1998

GROUND LEASE (2085)

35.70

265,409

78.5

KING KULLEN

2017

2047

SPORTS AUTHORITY

2017

2037

BABIES R US

2023

2043

 

COMMACK

2007

FEE

2.46

24,617

100.0

DEAL$

2018

2028

 

 

 

 

 

 

 

COPIAGUE (4)

1998

JOINT VENTURE

15.40

163,999

100.0

HOME DEPOT

2011

2056

BALLY TOTAL FITNESS

2009

2018

 

 

 

 

ELMONT

2007

JOINT VENTURE

1.29

12,900

100.0

CVS

2033

2040

 

 

 

 

 

 

 

ELMONT

2004

FEE

1.81

27,078

100.0

DUANE READE

2014

 

 

 

 

 

 

 

 

FARMINGDALE (5)

2006

JOINT VENTURE

56.51

415,469

98.6

HOME DEPOT

2030

2075

DAVE & BUSTER'S

2010

2025

PETSMART

2018

2028

 

FLUSHING

2007

FEE

-

22,416

100.0

FRUIT VALLEY PRODUCE

2011

 

 

 

 

 

 

 

 

FRANKLIN SQUARE

2004

FEE

1.37

17,864

100.0

DUANE READE

2014

 

 

 

 

 

 

 

 

FREEPORT (4)

2000

JOINT VENTURE

9.60

173,031

97.6

STOP & SHOP

2025

 

TOYS "R" US

2020

2040

MARSHALLS

2011

2016

 

GLEN COVE (4)

2000

JOINT VENTURE

2.97

49,346

100.0

STAPLES

2014

2029

ANNIE SEZ

2011

2026

 

 

 

 

HAMPTON BAYS

1989

FEE

8.17

70,990

100.0

MACY'S

2015

2025

PETCO

2018

2028

 

 

 

 

HARRIMAN (5)

2007

JOINT VENTURE

52.90

227,939

86.4

KOHL'S

2023

2023

STAPLES

2013

2028

MICHAELS

2012

2027

 

HEMPSTEAD (4)

2000

JOINT VENTURE

1.40

13,905

100.0

WALGREENS

2059

 

 

 

 

 

 

 

 

HICKSVILLE

2004

FEE

2.50

35,581

100.0

DUANE READE

2014

 

DOLLAR TREE

2018

2028

 

 

 

 

HOLTSVILLE

2007

FEE

0.80

1,595

100.0

 

 

 

 

 

 

 

 

 

 

HUNTINGTON

2007

FEE

0.91

9,900

100.0

 

 

 

 

 

 

 

 

 

 

JAMAICA

2005

FEE

0.32

5,770

100.0

 

 

 

 

 

 

 

 

 

 

JERICHO

2007

GROUND LEASE (2045)

-

2,085

100.0

 

 

 

 

 

 

 

 

 

 

JERICHO

2007

FEE

2.51

105,851

100.0

MILLERIDGE INN

2022

2042

 

 

 

 

 

 

 

JERICHO

2007

FEE

5.70

57,013

97.4

W.R. GRACE

2014

2019

 

 

 

 

 

 

 

JERICHO

2007

FEE

6.39

63,998

100.0

WHOLE FOODS MARKET

2025

2040

 

 

 

 

 

 

 

LATHAM (4)

1999

JOINT VENTURE

89.41

616,130

99.5

SAM'S CLUB

2013

2043

WAL-MART

2013

2043

HOME DEPOT

2031

2071

 

LAURELTON

2005

FEE

0.23

7,435

100.0

 

 

 

 

 

 

 

 

 

 

LEVITTOWN

2006

JOINT VENTURE

4.72

47,214

100.0

FILENE'S BASEMENT

2021

 

DSW SHOE WAREHOUSE

2021

2036

 

 

 

 

LITTLE NECK

2003

FEE

3.54

48,275

100.0

 

 

 

 

 

 

 

 

 

 

MANHASSET

1999

FEE

9.60

188,608

78.7

FILENE'S

2011

 

KING KULLEN

2024

2052

MICHAELS

2014

2029

 

MASPETH

2004

FEE

1.05

22,500

100.0

DUANE READE

2014

 

 

 

 

 

 

 

 

MERRICK (4)

2000

JOINT VENTURE

7.78

107,871

98.9

WALDBAUMS

2013

2041

ANNIE SEZ

2011

2021

 

 

 

 

MIDDLETOWN (4)

2000

JOINT VENTURE

10.10

80,000

56.3

BEST BUY

2016

2031

 

 

 

 

 

 

 

MINEOLA

2007

FEE

2.67

26,780

79.5

CVS

2011

2026

 

 

 

 

 

 

 

MUNSEY PARK (4)

2000

JOINT VENTURE

6.00

72,748

100.0

BED BATH & BEYOND

2012

2022

WHOLE FOODS MARKET

2011

2021

 

 

 

 

NESCONSET (6)

2004

FEE

5.88

55,580

48.6

BOB'S FURNITURE

2019

2029

 

 

 

 

 

 

 

NORTH MASSAPEQUA

2004

GROUND LEASE (2033)

2.00

29,610

100.0

DUANE READE

2014

 

 

 

 

 

 

 

 

OCEANSIDE

2003

FEE

0.28

-

-

 

 

 

 

 

 

 

 

 

 

PLAINVIEW

1969

GROUND LEASE (2070)

6.98

88,422

98.7

FAIRWAY STORES

2017

2037

 

 

 

 

 

 

 

POUGHKEEPSIE

1972

FEE

20.03

167,668

95.6

STOP & SHOP

2020

2049

BIG LOTS

2012

2017

 

 

 

 

QUEENS VILLAGE

2005

FEE

0.50

14,649

100.0

STRAUSS DISCOUNT AUTO

2015

2025

 

 

 

 

 

 

 

ROCHESTER

1993/ 1988

FEE

18.55

185,153

32.0

TOPS SUPERMARKET

2009

2024

 

 

 

 

 

 

 

STATEN ISLAND

1997

GROUND LEASE (2072)

7.00

101,337

97.1

KING KULLEN

2011

2031

 

 

 

 

 

 

 

STATEN ISLAND

2005

FEE

5.49

47,270

100.0

STAPLES

2013

2018

 

 

 

 

 

 

 

STATEN ISLAND

2006

FEE

23.90

341,719

97.8

KMART

2012

2017

KING KULLEN

2012

2037

TOYS "R" US

2015

 

 

STATEN ISLAND

1989

FEE

16.70

210,825

98.3

KMART

2011

 

PATHMARK

2011

2021

 

 

 

 

STATEN ISLAND (4)

2000

JOINT VENTURE

14.44

190,131

95.8

TJ MAXX

2010

2025

NATIONAL WHOLESALE LIQUIDATORS

2010

2030

MICHAELS

2011

2031

 

SYOSSET

1967

FEE

2.49

32,124

96.3

NEW YORK SPORTS CLUB

2016

2021

 

 

 

 

 

 

 

WESTBURY (6)

2004

FEE

30.14

398,602

100.0

COSTCO

2009

2043

WAL-MART

2019

2069

MARSHALLS

2014

2024

 

WHITE PLAINS

2004

FEE

2.45

24,277

100.0

DUANE READE

2014

 

 

 

 

 

 

 

 

YONKERS

2005

FEE

0.88

10,329

100.0

STRAUSS DISCOUNT AUTO

2015

2025

 

 

 

 

 

 

 

YONKERS

1995

FEE

4.10

43,560

100.0

SHOPRITE

2013

2028

 

 

 

 

 

 


28




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NORTH CAROLINA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CARY

1998

FEE

10.90

102,787

83.4

LOWES FOOD

2017

2037

 

 

 

 

 

 

 

CARY

2000

FEE

10.60

86,015

100.0

BED BATH & BEYOND

2010

2014

DICK'S SPORTING GOODS

2014

2029

 

 

 

 

CARY (4)

2001

JOINT VENTURE

40.31

315,797

100.0

BJ'S

2020

2040

KOHL'S

2022

2022

PETSMART

2016

2036

 

CHARLOTTE

1968

FEE

13.50

110,300

56.5

TJ MAXX

2012

2017

CVS

2015

2035

 

 

 

 

CHARLOTTE

1986

GROUND LEASE (2048)

18.47

233,759

94.7

ROSS DRESS FOR LESS

2015

2035

K&G MEN'S COMPANY

2013

2018

OFFICEMAX

2009

2024

 

CHARLOTTE

1993

FEE

13.96

139,269

89.9

BI-LO

2009

2029

RUGGED WEARHOUSE

2013

2018

DECORATORS WAREHOUSE

2012

2022

 

DURHAM

1996

FEE

13.12

116,186

92.4

TJ MAXX

2019

2029

JO-ANN FABRICS

2010

2020

 

 

 

 

DURHAM (4)

2002

JOINT VENTURE

39.50

408,292

92.2

WAL-MART

2015

2035

BEST BUY

2011

2026

MARSHALLS

2011

2026

 

FRANKLIN

1998

JOINT VENTURE

2.63

26,326

100.0

BILL HOLT FORD

2016

2041

 

 

 

 

 

 

 

KNIGHTDALE (11)

2005

JOINT VENTURE

24.70

186,000

99.5

ROSS DRESS FOR LESS

2017

2037

BED BATH & BEYOND

2017

2037

MICHAELS

2016

2036

 

MOORSEVILLE

2007

FEE

29.32

172,161

100.0

BEST BUY

2018

2038

BED BATH & BEYOND

2018

2038

STAPLES

2022

2037

 

MORRISVILLE

2008

JOINT VENTURE

24.22

169,901

98.5

CARMIKE CINEMAS

2017

2027

FOOD LION

2019

2039

STEIN MART

2017

2037

 

PINEVILLE (9)

2003

JOINT VENTURE

39.10

269,710

91.5

KMART

2017

2067

STEIN MART

2012

 

TJ MAXX

2013

2018

 

RALEIGH

1993

FEE

35.94

362,945

91.6

GOLFSMITH GOLF & TENNIS

2017

2027

BED BATH & BEYOND

2016

2036

ROSS DRESS FOR LESS

2016

2036

 

RALEIGH (11)

2003

JOINT VENTURE

35.40

103,000

91.3

FOOD LION

2023

2043

ACE HARDWARE

2022

2037

 

 

 

 

RALEIGH (11)

2006

JOINT VENTURE

8.80

10,000

90.0

 

 

 

 

 

 

 

 

 

 

WINSTON-SALEM

1969

FEE

13.15

132,190

84.5

HARRIS TEETER

2016

2041

DOLLAR TREE

2011

2016

 

 

 

OHIO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AKRON

1988

FEE

24.50

138,363

100.0

GABRIEL BROTHERS

2010

2025

PAT CATANS CRAFTS

2013

 

ESSENCE BEAUTY MART

2014

 

 

AKRON

1975

FEE

6.91

75,866

100.0

GIANT EAGLE

2021

2041

 

 

 

 

 

 

 

BARBERTON

1972

FEE

9.97

101,801

95.1

GIANT EAGLE

2027

2052

 

 

 

 

 

 

 

BEAVERCREEK

1986

FEE

18.19

97,307

94.2

KROGER

2018

2048

DOLLAR GENERAL

2009

 

 

 

 

 

BRUNSWICK

1975

FEE

20.00

171,223

96.6

KMART

2010

2050

MARC'S

2017

2027

 

 

 

 

CAMBRIDGE

1997

FEE

13.08

78,065

88.7

TRACTOR SUPPLY CO.

2010

2020

 

 

 

 

 

 

 

CANTON

1972

FEE

19.60

172,419

87.1

BURLINGTON COAT FACTORY

2018

2043

TJ MAXX

2012

2017

HOMETOWN BUFFET

2010

2020

 

CENTERVILLE

1988

FEE

15.20

125,058

100.0

BED BATH & BEYOND

2017

2032

THE TILE SHOP

2014

2024

HOME 2 HOME

2013

2018

 

CINCINNATI

1988

GROUND LEASE (2054)

8.80

121,242

100.0

 

 

 

 

 

 

 

 

 

 

CINCINNATI

1999

FEE

16.70

89,742

92.1

BIGGS FOODS

2016

2031

 

 

 

 

 

 

 

CINCINNATI

2000

FEE

8.83

88,317

100.0

HOBBY LOBBY

2011

2021

URBAN ACTIVE FITNESS

2017

2027

 

 

 

 

CINCINNATI

1988

FEE

29.20

308,277

100.0

 

 

 

 

 

 

 

 

 

 

CINCINNATI

1988

FEE

11.60

223,731

99.3

LOWE'S HOME CENTER

2022

2052

BIG LOTS

2014

2019

AJ WRIGHT

2014

2034

 

CINCINNATI (4)

2000

JOINT VENTURE

36.65

410,010

92.4

WAL-MART

2028

 

HOBBY LOBBY

2015

2025

DICK'S SPORTING GOODS

2016

2031

 

COLUMBUS

1988

FEE

12.40

135,650

100.0

KOHL'S

2011

2031

CIRCUIT CITY

2019

2039

 

 

 

 

COLUMBUS

1988

FEE

17.90

129,008

100.0

KOHL'S

2011

2031

GRANT/RIVERSIDE METHODIST HOSP

2011

 

 

 

 

 

COLUMBUS

1988

FEE

13.70

142,743

100.0

KOHL'S

2011

2031

STAPLES

2010

2020

 

 

 

 

COLUMBUS

1988

FEE

12.40

191,089

100.0

KOHL'S

2011

2031

KROGER

2031

2071

TOYS "R" US

2015

2040

 

COLUMBUS (4)

1998

JOINT VENTURE

12.13

112,862

87.9

BORDERS BOOKS

2018

2038

PIER 1 IMPORTS

2012

2017

 

 

 

 

COLUMBUS (4)

2002

JOINT VENTURE

36.48

269,201

98.3

LOWE'S HOME CENTER

2016

2046

KROGER

2022

2042

 

 

 

 

DAYTON

1988

FEE

11.21

116,374

7.3

 

 

 

 

 

 

 

 

 

 

DAYTON

1984

FEE

32.06

213,853

86.9

VICTORIA'S SECRET

2009

2019

KROGER

2012

2038

CARDINAL FITNESS

2017

2027

 

DAYTON

1969

FEE

22.82

163,131

80.4

BEST BUY

2010

2028

BIG LOTS

2013

2018

JO-ANN FABRICS

2012

 

 

HUBER HEIGHTS (4)

1999

JOINT VENTURE

40.00

318,468

93.6

ELDER BEERMAN

2014

2044

KOHL'S

2015

2035

MARSHALLS

2014

2024

 

KENT

1988/ 1995

FEE

17.60

106,500

97.2

TOPS SUPERMARKET

2026

2096

 

 

 

 

 

 

 

MENTOR

1988

FEE

25.00

235,577

95.9

GIANT EAGLE

2019

2029

BURLINGTON COAT FACTORY

2014

 

JO-ANN FABRICS

2014

2019

 

MENTOR

1987

FEE

20.59

103,910

97.6

GABRIEL BROTHERS

2013

2028

BIG LOTS

2014

2034

 

 

 

 

MIAMISBURG

1999

FEE

0.60

6,000

57.5

 

 

 

 

 

 

 

 

 

 

MIDDLEBURG HEIGHTS

1988

FEE

8.20

104,342

100.0

 

 

 

 

 

 

 

 

 

 

NORTH OLMSTEAD

1988

FEE

11.70

99,862

100.0

TOPS SUPERMARKET

2026

2096

 

 

 

 

 

 

 

SHARONVILLE

1977

GROUND LEASE (2076)/JOINT VENTURE

14.99

121,105

92.6

GABRIEL BROTHERS

2012

2032

KROGER

2013

2028

UNITED ART AND EDUCATION

2016

2026

 

SPRINGDALE (4)

2000

JOINT VENTURE

21.96

253,510

74.8

WAL-MART

2015

2045

HHGREGG

2012

2017

GUITAR CENTER

2019

2029

 

TROTWOOD

1988

FEE

16.86

141,616

100.0

 

 

 

 

 

 

 

 

 

 

UPPER ARLINGTON

1969

FEE

13.28

160,702

77.8

TJ MAXX

2011

2021

HONG KONG BUFFET

2011

2016

CVS

2019

2039

 

WESTERVILLE

1993

FEE

11.20

83,848

100.0

MARC'S

2015

2025

 

 

 

 

 

 

 

WICKLIFFE

1995

FEE

10.00

128,180

95.6

GABRIEL BROTHERS

2013

2028

BIG LOTS

2010

 

DOLLAR GENERAL

2009

 

 

WILLOUGHBY HILLS

1988

FEE

28.30

295,653

100.0

VF OUTLET

2012

2022

KOHL'S

2016

2036

MARCS DRUGS

2012

2017

OKLAHOMA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OKLAHOMA CITY

1998

FEE

19.80

233,797

97.2

HOME DEPOT

2014

2044

GORDMANS

2013

2033

BEST BUY

2013

2023

 

OKLAHOMA CITY

1997

FEE

9.75

103,027

100.0

ACADEMY SPORTS & OUTDOORS

2014

2024

 

 

 

 

 

 


29




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OREGON

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALBANY

2006

JOINT VENTURE

3.81

22,700

100.0

GROCERY OUTLET

2016

2030

 

 

 

 

 

 

 

ALBANY (3)

2006

FEE

13.27

109,891

83.0

RITE AID

2013

2053

DOLLAR TREE

2013

2023

AARON'S SALES & LEASING

2009

2019

 

CANBY (3)

2006

FEE

9.11

115,701

94.0

SAFEWAY

2023

2083

RITE AID

2014

2044

CANBY ACE HARDWARE

2015

2030

 

CLACKAMAS (3)

2007

JOINT VENTURE

23.66

236,672

100.0

SPORTS AUTHORITY

2014

2034

NORDSTROM RACK

2013

2018

OLD NAVY

2010

 

 

GRESHAM (3)

2006

FEE

7.98

92,711

79.3

DOLLAR TREE

2011

2021

VOLUNTEERS OF AMERICA

2012

2017

 

 

 

 

GRESHAM (3)

2006

FEE

0.70

107,583

100.0

FOOD 4 LESS

2009

2019

CASCADE ATHLETIC CLUB

2013

2018

 

 

 

 

GRESHAM (3)

2006

FEE

19.82

208,276

99.2

WILD OATS MARKETS

2020

2033

OFFICE DEPOT

2012

2017

BIG LOTS

2012

2017

 

GRESHAM (3)

2006

FEE

25.56

264,765

91.5

G.I. JOE'S

2037

2087

PETSMART

2013

2028

ROSS DRESS FOR LESS

2018

 

 

HILLSBORO (3)

2008

FEE

20.00

210,992

88.3

SAFEWAY

2010

2045

RITE AID

2010

2040

TRADER JOE'S

2017

2032

 

HILLSBORO (3)

2006

FEE

20.00

260,954

95.0

SAFEWAY

2014

2044

STAPLES

2013

 

RITE AID

2014

2044

 

HOOD RIVER (3)

2006

FEE

8.32

108,554

100.0

ROSAUERS

2021

2039

WALGREENS

2032

2052

DOLLAR TREE

2011

2021

 

MEDFORD (3)

2006

FEE

30.14

335,043

91.7

SEARS

2014

2044

TINSELTOWN

2017

2037

24 HOUR FITNESS

2015

2026

 

MILWAUKIE (3)

2007

GROUND LEASE (2041)/ JOINT VENTURE

16.34

185,859

95.3

ALBERTSONS

2013

 

RITE AID

2015

 

JO-ANN FABRICS

2013

2018

 

PORTLAND (3)

2006

FEE

10.55

115,673

95.6

SAFEWAY

2017

2047

DOLLAR TREE

2012

2017

 

 

 

 

PORTLAND (3)

2006

FEE

2.12

38,363

98.3

QFC

2019

2044

 

 

 

 

 

 

 

SPRINGFIELD (3)

2006

FEE

8.74

96,027

96.1

SAFEWAY

2013

2043

 

 

 

 

 

 

 

TROUTDALE (3)

2006

FEE

9.75

90,137

60.6

LAMBS THRIFTWAY

2021

2031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PENNSYLVANIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARDMORE

2007

FEE

18.82

320,525

96.4

MACY'S

2012

2032

BANANA REPUBLIC

2010

 

 

 

 

 

BLUE BELL

1996

FEE

17.72

120,211

100.0

KOHL'S

2016

2036

HOME GOODS

2013

2033

 

 

 

 

CARLISLE (5)

2005

JOINT VENTURE

12.20

90,289

88.4

GIANT FOOD

2016

2046

 

 

 

 

 

 

 

CHAMBERSBURG

2008

JOINT VENTURE

12.88

131,623

93.2

GIANT FOOD

2040

2040

WINE & SPIRITS SHOPPE

2011

2016

 

 

 

 

CHAMBERSBURG

2006

FEE

37.31

271,411

98.8

KOHL'S

2028

2058

GIANT FOOD

2027

2067

MICHAELS

2017

2037

 

CHIPPEWA

2000

FEE

22.39

215,206

100.0

KMART

2018

2068

HOME DEPOT

2018

2068

 

 

 

 

EAGLEVILLE

2008

FEE

15.20

165,385

98.1

KMART

2009

2019

GENUARDI'S

2011

2026

DOLLAR TREE

2019

2029

 

EAST NORRITON

1984

FEE

12.52

131,794

82.4

SHOPRITE

2022

2037

JO-ANN FABRICS

2012

 

 

 

 

 

EAST STROUDSBURG

1973

FEE

15.33

168,218

100.0

KMART

2012

2022

WEIS MARKETS

2009

 

 

 

 

 

EASTWICK

1997

FEE

3.40

36,511

100.0

MERCY HOSPITAL

2017

2022

 

 

 

 

 

 

 

EXTON

1996

FEE

9.78

85,184

100.0

KOHL'S

2016

2036

 

 

 

 

 

 

 

EXTON

1999

FEE

6.06

60,685

100.0

ACME MARKETS

2015

2045

 

 

 

 

 

 

 

FEASTERVILLE

1996

FEE

4.60

86,575

7.9

 

 

 

 

 

 

 

 

 

 

GETTYSBURG

1986

FEE

2.39

14,584

100.0

RITE AID

2026

2046

 

 

 

 

 

 

 

GREENSBURG

2002

JOINT VENTURE

5.00

50,000

100.0

TJ MAXX

2010

2020

MICHAELS

2010

2020

 

 

 

 

HAMBURG

2000

FEE

3.00

15,400

100.0

LEHIGH VALLEY HEALTH

2016

2026

 

 

 

 

 

 

 

HARRISBURG

1972

FEE

17.00

175,917

100.0

GANDER MOUNTAIN

2013

2028

AMERICAN SIGNATURE

2022

2032

SUPERPETZ

2012

2021

 

HAVERTOWN

1996

FEE

9.01

80,938

100.0

KOHL'S

2016

2036

 

 

 

 

 

 

 

HORSHAM (5)

2005

JOINT VENTURE

8.32

75,206

97.6

GIANT FOOD

2022

2052

 

 

 

 

 

 

 

LANDSDALE

1996

GROUND LEASE (2037)

1.39

84,470

100.0

KOHL'S

2012

 

 

 

 

 

 

 

 

MONROEVILLE (5)

2005

FEE

13.74

143,200

92.9

PETSMART

2019

2034

BED BATH & BEYOND

2020

2034

MICHAELS

2009

2029

 

MONTGOMERY (4)

2002

JOINT VENTURE

45.00

257,565

88.8

GIANT FOOD

2020

2050

BED BATH & BEYOND

2016

2030

PETSMART

2021

2041

 

MORRISVILLE

1996

FEE

14.38

2,437

0.0

 

 

 

 

 

 

 

 

 

 

NEW KENSINGTON

1986

FEE

12.53

108,950

100.0

GIANT EAGLE

2016

2033

 

 

 

 

 

 

 

PHILADELPHIA

2006

JOINT VENTURE

18.00

294,309

97.2

SEARS

2019

2039

 

 

 

 

 

 

 

PHILADELPHIA

1995

JOINT VENTURE

22.55

332,583

98.2

TARGET

2030

2080

SUPER FRESH

2022

2047

PEP BOYS

2028

2038

 

PHILADELPHIA

1983

JOINT VENTURE

8.12

195,440

100.0

JCPENNEY

2012

2037

TOYS "R" US

2012

2052

 

 

 

 

PHILADELPHIA

1998

JOINT VENTURE

7.53

75,303

100.0

NORTHEAST AUTO OUTLET

2015

2050

 

 

 

 

 

 

 

PHILADELPHIA

1996

GROUND LEASE (2035)

6.82

133,309

100.0

KMART

2010

2035

 

 

 

 

 

 

 

PHILADELPHIA

2005

FEE

0.41

9,343

100.0

 

 

 

 

 

 

 

 

 

 

PHILADELPHIA

1996

FEE

6.30

82,345

100.0

KOHL'S

2016

2036

 

 

 

 

 

 

 

PITTSBURGH

2004

GROUND LEASE (2095)

46.8

467,927

100.0

 

 

 

 

 

 

 

 

 

 

PITTSBURGH (3)

2007

JOINT VENTURE

19.30

133,697

78.9

ECKERD

2013

2018

 

 

 

 

 

 

 

PITTSBURGH (9)

2007

JOINT VENTURE

37.02

166,786

75.8

TJ MAXX

2010

2020

STAPLES

2015

2030

PETSMART

2015

2040

 

POTTSTOWN (8)

2004

JOINT VENTURE

15.72

161,727

95.5

GIANT FOOD

2014

2049

TRACTOR SUPPLY CO.

2012

2027

TJ MAXX

2009

2019

 

RICHBORO

1986

FEE

14.47

111,982

100.0

SUPER FRESH

2018

2058

 

 

 

 

 

 

 

SCOTT TOWNSHIP

1999

GROUND LEASE (2052)

-

69,288

100.0

WAL-MART

2032

2052

 

 

 

 

 

 

 

SHREWSBURY (9)

2004

JOINT VENTURE

21.17

94,706

100.0

GIANT FOOD

2023

2053

 

 

 

 

 

 


30




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SPRINGFIELD

1983

FEE

19.66

212,188

98.1

VALUE CITY

2013

2043

STAPLES

2013

2023

 

 

 

 

UPPER DARBY

1996

JOINT VENTURE

16.34

4,808

100.0

 

 

 

 

 

 

 

 

 

 

WEST MIFFLIN

1986

FEE

8.33

84,279

100.0

BIG LOTS

2012

2032

 

 

 

 

 

 

 

WHITEHALL

2005

JOINT VENTURE

15.14

151,418

100.0

GIANT FOOD

2014

 

JO-ANN FABRICS

2012

 

BARNES & NOBLE

2011

 

 

WHITEHALL

1996

GROUND LEASE (2081)

6.00

84,524

100.0

KOHL'S

2016

2036

 

 

 

 

 

 

 

YORK

1986

FEE

3.32

35,500

100.0

GIANT FOOD

2012

2017

 

 

 

 

 

 

 

YORK

1986

FEE

13.65

58,244

95.2

SAVE-A-LOT

2014

2029

ADVANCE AUTO PARTS

2012

2017

YALE ELECTRIC

2010

2011

PUERTO RICO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BAYAMON

2006

FEE

16.53

186,400

92.3

AMIGO SUPERMARKET

2027

2047

OFFICEMAX

2015

2030

CHUCK E CHEESE

2013

2023

 

CAGUAS

2006

FEE

19.76

576,348

96.3

SAM'S CLUB

2019

2070

COSTCO

2026

2046

JCPENNEY

2020

2050

 

CAROLINA

2006

FEE

28.23

570,610

97.1

KMART

2019

2069

HOME DEPOT

2026

2046

PUEBLO INTERNATIONAL

2015

2045

 

MANATI

2006

FEE

6.68

69,640

95.7

GRANDE SUPERMARKET

2009

 

 

 

 

 

 

 

 

MAYAGUEZ

2006

FEE

39.32

354,830

99.0

HOME DEPOT

2026

2046

SAM'S CLUB

2019

2069

CARIBBEAN CINEMA

2028

2038

 

PONCE

2006

FEE

12.08

192,701

88.7

2000 CINEMA CORP.

2032

2052

SUPERMERCADOS MAXIMO

2026

2046

DAVID'S BRIDAL

2011

2021

 

TRUJILLO ALTO

2006

FEE

19.47

199,513

100.0

KMART

2009

2054

PUEBLO SUPERMARKET

2014

2024

FARMACIAS EL AMAL

2015

 

RHODE ISLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CRANSTON

1998

FEE

11.02

129,907

93.7

BOB'S STORES

2013

2028

MARSHALLS

2011

2021

DOLLAR TREE

2013

2028

 

PROVIDENCE

2003

GROUND LEASE (2072)/JOINT VENTURE

16.99

71,735

86.5

STOP & SHOP

2022

2072

 

 

 

 

 

 

SOUTH CAROLINA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHARLESTON

1978

FEE

17.60

161,514

94.1

HARRIS TEETER

2027

2057

STEIN MART

2011

2016

TUESDAY MORNING

2015

2021

 

CHARLESTON

1995

FEE

17.15

186,740

100.0

TJ MAXX

2014

 

OFFICE DEPOT

2011

2016

MARSHALLS

2011

 

 

FLORENCE

1997

FEE

21.00

113,922

95.8

HAMRICKS

2011

 

STAPLES

2010

2035

DOLLAR TREE

2013

2018

 

GREENVILLE

1997

FEE

20.35

148,532

96.6

STEVE & BARRY'S

2010

 

BABIES R US

2012

2022

 

 

 

 

GREENVILLE (6)

2004

FEE

31.77

295,928

83.0

INGLES MARKETS

2021

2076

TJ MAXX

2010

2025

ROSS DRESS FOR LESS

2012

2032

 

NORTH CHARLESTON

2000/ 1997

FEE

27.16

266,588

91.3

SPORTS AUTHORITY

2013

2033

CIRCUIT CITY

2019

2029

MARSHALLS

2013

 

TENNESSEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHATTANOOGA

2002

JOINT VENTURE

5.00

50,000

100.0

HOME GOODS

2010

2020

MICHAELS

2017

2037

 

 

 

 

CHATTANOOGA

1973

GROUND LEASE (2074)

7.63

50,588

75.3

SAVE-A-LOT

2014

 

 

 

 

 

 

 

 

MADISON

1978

GROUND LEASE (2039)

14.49

175,593

99.5

OLD TIME POTTERY

2013

2023

WAL-MART

2014

2039

 

 

 

 

MADISON

2004/ 2005

FEE

25.35

240,318

90.7

JO-ANN FABRICS

2014

2024

SAM ASH

2014

2019

TJ MAXX

2010

2020

 

MADISON (4)

1999

JOINT VENTURE

21.14

189,401

70.9

DICK'S SPORTING GOODS

2017

2032

BEST BUY

2014

2029

OLD NAVY

2009

2019

 

MEMPHIS

1991

FEE

14.71

167,243

62.3

TOYS "R" US

2017

2042

KIDS R US

2019

2044

 

 

 

 

MEMPHIS

2000

FEE

8.79

87,962

100.0

OLD TIME POTTERY

2010

2025

 

 

 

 

 

 

 

MEMPHIS (3)

2007

JOINT VENTURE

5.52

55,297

79.3

 

 

 

 

 

 

 

 

 

 

MEMPHIS (4)

2001

JOINT VENTURE

3.90

40,000

100.0

BED BATH & BEYOND

2012

2027

 

 

 

 

 

 

 

NASHVILLE

1998

FEE

16.93

172,135

86.9

HHGREGG

2018

2028

ASHLEY FURNITURE HOMESTORE

2012

2022

BED BATH & BEYOND

2013

2028

 

NASHVILLE

1998

FEE

10.20

109,012

95.6

TREES N TRENDS

2013

2018

OAK FACTORY OUTLET

2012

 

OLD COUNTRY BUFFET

2011

2016

 

NASHVILLE (4)

1999

JOINT VENTURE

9.34

99,909

57.8

BEST BUY

2014

2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TEXAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALLEN

2006

JOINT VENTURE

2.11

21,162

100.0

CREME DE LA CREME

2026

2046

 

 

 

 

 

 

 

AMARILLO (4)

2003

JOINT VENTURE

10.63

142,647

94.2

ROSS DRESS FOR LESS

2012

2037

BED BATH & BEYOND

2012

2032

JO-ANN FABRICS

2012

2032

 

AMARILLO (4)

1997

JOINT VENTURE

9.30

343,875

99.6

HOME DEPOT

2019

2069

KOHL'S

2025

2055

CIRCUIT CITY

2010

2035

 

ARLINGTON

1997

FEE

8.00

96,127

100.0

HOBBY LOBBY

2013

2018

 

 

 

 

 

 

 

AUSTIN

2003

JOINT VENTURE

10.80

108,028

100.0

FRY'S ELECTRONICS

2018

2048

 

 

 

 

 

 

 

AUSTIN

1998

FEE

15.36

157,852

98.9

HEB GROCERY

2011

2026

BROKERS NATIONAL LIFE

2013

 

 

 

 

 

AUSTIN (3)

2007

JOINT VENTURE

4.57

45,791

100.0

PRIMITIVES

2012

2017

JO-ANN FABRICS

2010

 

 

 

 

 

AUSTIN (3)

2007

JOINT VENTURE

20.80

138,422

98.7

RANDALLS FOOD & DRUGS

2009

2019

 

 

 

 

 

 

 

AUSTIN (3)

2007

JOINT VENTURE

20.93

213,853

98.7

BED BATH & BEYOND

2011

2021

BUY BUY BABY

2018

2029

ROSS DRESS FOR LESS

2013

2023

 

AUSTIN (4)

1998

JOINT VENTURE

18.20

191,760

45.1

BABIES R US

2012

2027

WORLD MARKET

2011

2026

MATTRESS FIRM

2015

2020

 

BAYTOWN

1996

FEE

8.68

98,623

100.0

HOBBY LOBBY

2019

2029

ROSS DRESS FOR LESS

2012

2032

 

 

 

 

BROWNSVILLE (11)

2005

JOINT VENTURE

27.60

243,000

52.3

TJ MAXX

2016

2036

MICHAELS

2017

2032

PETSMART

2016

2041

 

COLLEYVILLE

2006

JOINT VENTURE

2.01

20,188

100.0

CREME DE LA CREME

2026

2046

 

 

 

 

 

 

 

COPPELL

2006

JOINT VENTURE

2.04

20,425

100.0

CREME DE LA CREME

2026

2046

 

 

 

 

 

 

 

CORPUS CHRISTI

1997

GROUND LEASE (2065)

12.54

125,454

100.0

BEST BUY

2016

2030

ROSS DRESS FOR LESS

2011

2030

BED BATH & BEYOND

2018

2033

 

DALLAS

1969

JOINT VENTURE

75.00

29,769

100.0

BIG TOWN BOWLANES

2022

 

 

 

 

 

 

 

 

DALLAS (3)

2007

JOINT VENTURE

12.07

171,988

86.4

CVS PHARMACY, INC.

2024

2054

ULTA 3

2014

2024

 

 

 

 

DALLAS (4)

1998

JOINT VENTURE

6.80

83,867

100.0

ROSS DRESS FOR LESS

2012

2017

OFFICEMAX

2009

2024

BIG LOTS

2012

2032

 

EAST PLANO

1996

FEE

9.03

100,598

100.0

HOME DEPOT EXPO

2024

2054

 

 

 

 

 

 


31




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FORT WORTH (11)

2003

JOINT VENTURE

45.50

316,000

77.8

MARSHALLS

2015

2035

ROSS DRESS FOR LESS

2017

2042

OFFICE DEPOT

2021

2041

 

FRISCO (11)

2006

JOINT VENTURE

35.80

286,000

62.6

HOBBY LOBBY/ MARDELS

2028

 

HEMISPHERES

2023

 

SPROUTS FARMERS MARKET

2023

 

 

GRAND PRAIRIE (11)

2006

JOINT VENTURE

53.10

302,000

64.2

24 HOUR FITNESS

2022

2047

ROSS DRESS FOR LESS

2019

2039

MARSHALLS

2017

2037

 

HARRIS COUNTY (5)

2005

JOINT VENTURE

11.36

144,055

78.1

BEST BUY

2015

2035

BARNES & NOBLE

2014

2029

PETSMART

2019

2034

 

HOUSTON

1996

FEE

8.18

96,500

100.0

BURLINGTON COAT FACTORY

2019

2034

 

 

 

 

 

 

 

HOUSTON

2004

FEE

8.04

113,831

50.7

PALAIS ROYAL

2017

2022

 

 

 

 

 

 

 

HOUSTON (5)

2006

FEE

31.96

350,398

95.1

MARSHALLS

2011

2026

BED BATH & BEYOND

2012

2032

OFFICEMAX

2014

2034

 

HOUSTON (9)

2006

JOINT VENTURE

23.76

237,634

97.0

TJ MAXX

2015

2035

ROSS DRESS FOR LESS

2016

2036

BED BATH & BEYOND

2016

2041

 

LEWISVILLE

1998

FEE

9.36

93,668

95.3

FACTORY DIRECT FURNITURE

2019

2024

DSW SHOE WAREHOUSE

2018

2028

PETLAND

2009

2019

 

LEWISVILLE

1998

FEE

7.60

123,560

96.9

BABIES R US

2012

2027

BED BATH & BEYOND

2018

2033

BROYHILL HOME COLLECTIONS

2015

2025

 

LEWISVILLE

1998

FEE

11.20

74,837

73.4

TALBOTS OUTLET

2012

2020

$6 FASHION OUTLETS

2013

2018

 

 

 

 

LUBBOCK

1998

FEE

9.58

108,326

98.0

PETSMART

2015

2040

OFFICEMAX

2009

2029

BARNES & NOBLE

2010

2025

 

MESQUITE

2006

FEE

14.97

209,766

100.0

BEST BUY

2014

2024

ASHLEY FURNITURE HOMESTORE

2012

2017

PETSMART

2009

2026

 

MESQUITE

1974

FEE

9.03

79,550

100.0

KROGER

2012

2037

 

 

 

 

 

 

 

N. BRAUNFELS

2003

JOINT VENTURE

8.64

86,479

100.0

KOHL'S

2014

2064

 

 

 

 

 

 

 

NORTH CONROE (9)

2006

JOINT VENTURE

27.57

283,463

96.5

FINGERS FURNITURE

2022

2042

TJ MAXX

2016

2036

ROSS DRESS FOR LESS

2017

2037

 

PASADENA (4)

2001

JOINT VENTURE

24.58

240,907

99.3

BEST BUY

2012

2027

ROSS DRESS FOR LESS

2012

2032

MARSHALLS

2012

2027

 

PASADENA (4)

1999

JOINT VENTURE

15.13

169,190

100.0

PETSMART

2015

2030

OFFICEMAX

2014

2029

MICHAELS

2009

2024

 

PLANO

2005

FEE

-

149,343

100.0

HOME DEPOT

2027

2057

 

 

 

 

 

 

 

RICHARDSON (4)

1998

JOINT VENTURE

11.70

115,579

79.5

OFFICEMAX

2011

2026

BALLY TOTAL FITNESS

2009

2019

FOX & HOUND

2012

2022

 

SOUTHLAKE

2008

JOINT VENTURE

4.13

37,447

88.2

 

 

 

 

 

 

 

 

 

 

TEMPLE (5)

2005

JOINT VENTURE

27.47

274,799

83.9

HOBBY LOBBY

2021

2036

ROSS DRESS FOR LESS

2012

2037

MARSHALLS

2011

2026

 

WEBSTER

2006

FEE

40.00

408,899

97.9

HOBBY LOBBY

2017

2027

OSHMAN SPORTING

2011

2021

BEL FURNITURE

2010

2015

UTAH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OGDEN

1967

FEE

11.36

142,628

100.0

COSTCO

2033

2073

 

 

 

 

 

 

VERMONT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MANCHESTER

2004

FEE

9.48

54,352

96.7

PRICE CHOPPERS

2011

 

 

 

 

 

 

 

VIRGINIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BURKE (7)

2004

GROUND LEASE (2076)/ JOINT VENTURE

12.46

124,148

100.0

SAFEWAY

2020

2050

CVS

2021

2041

 

 

 

 

COLONIAL HEIGHTS

1999

FEE

6.09

60,909

100.0

ASHLEY HOME STORES

2018

2028

BOOKS-A-MILLION

2011

 

 

 

 

 

DUMFRIES (9)

2005

JOINT VENTURE

-

1,702

100.0

 

 

 

 

 

 

 

 

 

 

FAIRFAX (3)

2007

JOINT VENTURE

10.13

101,332

97.5

WALGREENS

2021

2041

TJ MAXX

2014

2024

 

 

 

 

FAIRFAX (4)

1998

JOINT VENTURE

37.00

343,180

100.0

COSTCO

2011

2046

HOME DEPOT

2013

2033

SPORTS AUTHORITY

2013

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

10,125

100.0

SHONEY'S

2023

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

7,993

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

1,762

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

7,200

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

2,170

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

10,125

100.0

CVS

2019

2039

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

10,125

100.0

CVS

2022

2042

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

7,000

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

4,352

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

3,028

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

3,822

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

33,179

100.0

CIRCUIT CITY

2018

2038

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

3,000

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

4,828

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

7,256

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

5,020

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

5,892

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

3,076

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

FEE

-

7,241

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

5,540

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

6,100

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

8,027

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

7,200

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

11,097

100.0

NTB TIRES

2017

2037

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

6,000

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

2,909

100.0

 

 

 

 

 

 

 

 

 


32




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

4,800

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

6,818

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

5,126

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

8,000

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

10,002

100.0

CRACKER BARREL

2014

2034

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

10,578

100.0

CHUCK E CHEESE

2014

2024

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

3,000

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

4,261

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

3,650

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

2,454

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

32,000

100.0

BASSETT FURNITURE

2019

2039

 

 

 

 

 

 

 

FREDERICKSBURG (9)

2005

JOINT VENTURE

-

4,842

100.0

 

 

 

 

 

 

 

 

 

 

HARRISONBURG (10)

2007

JOINT VENTURE

19.01

187,534

94.6

KOHL'S

2024

2064

MARTIN'S

2027

2067

 

 

 

 

LEESBURG (3)

2007

JOINT VENTURE

27.90

316,586

99.4

SHOPPERS FOOD

2015

2060

STEIN MART

2011

2031

ROSS DRESS FOR LESS

2013

2023

 

MANASSAS

1997

FEE

13.50

117,525

95.6

SUPER FRESH

2011

2026

JO-ANN FABRICS

2011

 

 

 

 

 

MANASSAS (5)

2005

JOINT VENTURE

8.94

107,233

100.0

BURLINGTON COAT FACTORY

2009

2030

AUTOZONE

2010

2025

 

 

 

 

PENTAGON CITY (6)

2004

FEE

16.80

330,467

89.7

COSTCO

2009

2044

MARSHALLS

2010

2025

BEST BUY

2014

2024

 

RICHMOND

1995

FEE

11.47

128,612

100.0

BURLINGTON COAT FACTORY

2010

2035

 

 

 

 

 

 

 

RICHMOND

1999

FEE

8.46

84,683

100.0

ROOMSTORE

2013

2023

 

 

 

 

 

 

 

RICHMOND (9)

2005

JOINT VENTURE

-

3,060

100.0

 

 

 

 

 

 

 

 

 

 

ROANOKE

2004

FEE

7.66

81,789

100.0

DICK'S SPORTING GOODS

2019

2034

CIRCUIT CITY

2020

2040

 

 

 

 

ROANOKE (10)

2007

JOINT VENTURE

35.70

298,162

90.9

MICHAELS

2009

2019

MARSHALLS

2013

2033

ROSS DRESS FOR LESS

2016

2036

 

STAFFORD (5)

2005

JOINT VENTURE

30.83

331,730

98.8

SHOPPERS FOOD

2023

2053

TJ MAXX

2016

2036

ROSS DRESS FOR LESS

2015

2035

 

STAFFORD (9)

2005

JOINT VENTURE

9.86

101,042

100.0

GIANT FOOD

2027

2072

STAPLES

2017

2032

PETCO SUPPLIES & FISH

2012

2027

 

STAFFORD (9)

2005

JOINT VENTURE

-

7,310

100.0

 

 

 

 

 

 

 

 

 

 

STAFFORD (9)

2005

JOINT VENTURE

-

4,400

100.0

 

 

 

 

 

 

 

 

 

 

STAFFORD (9)

2005

JOINT VENTURE

1.22

4,211

100.0

 

 

 

 

 

 

 

 

 

 

STERLING

2008

FEE

38.05

361,043

93.7

TOYS "R" US

2012

2037

MICHAELS

2011

2026

CIRCUIT CITY

2017

2037

 

STERLING (5)

2006

JOINT VENTURE

103.27

737,503

95.1

WAL-MART

2021

2091

LOWE'S HOME CENTER

2021

2061

SAM'S CLUB

2021

2091

 

WOODBRIDGE

1973

GROUND LEASE (2072)/JOINT VENTURE

19.63

144,793

100.0

CAMPOS FURNITURE

2009

 

SALVATION ARMY

2009

2014

WEDGEWOOD ANTIQUES & AUCTION

2009

 

 

WOODBRIDGE (4)

1998

JOINT VENTURE

54.00

493,193

97.7

SHOPPERS FOOD

2014

2044

DICK'S SPORTING GOODS

2019

2039

BEST BUY

2010

2025

WASHINGTON

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AUBURN

2007

FEE

13.73

171,032

99.1

ALBERTSONS

2018

2038

OFFICE DEPOT

2009

2029

RITE AID

2013

2028

 

BELLEVUE

2004

JOINT VENTURE

41.59

407,812

94.6

TARGET

2012

2037

NORDSTROM RACK

2012

2032

SAFEWAY

2012

2027

 

BELLINGHAM (3)

2007

JOINT VENTURE

30.53

376,023

98.5

KMART

2009

2049

COST CUTTERS

2009

2044

JO-ANN FABRICS

2010

2025

 

BELLINGHAM (4)

1998

JOINT VENTURE

20.00

188,885

98.6

MACY'S

2012

2022

BEST BUY

2017

2032

BED BATH & BEYOND

2012

2027

 

FEDERAL WAY (4)

2000

JOINT VENTURE

17.00

200,126

92.9

QFC

2015

2045

JO-ANN FABRICS

2010

2030

BARNES & NOBLE

2011

2026

 

KENT (3)

2006

FEE

7.19

69,020

98.4

RITE AID

2015

2035

 

 

 

 

 

 

 

KENT (3)

2006

FEE

23.10

86,909

100.0

ROSS DRESS FOR LESS

2011

2026

 

 

 

 

 

 

 

LAKE STEVENS (3)

2006

FEE

18.60

195,932

100.0

SAFEWAY

2032

2077

G.I. JOE'S

2018

2038

BARTELL DRUGS

2013

2018

 

MILL CREEK (3)

2006

FEE

12.43

113,641

94.7

SAFEWAY

2015

2045

PENNZOIL TEN MINUTE OIL CHANGE

2018

 

 

 

 

 

OLYMPIA (3)

2006

FEE

6.71

69,212

73.4

BARNES & NOBLE

2010

2015

PETCO

2013

2023

 

 

 

 

OLYMPIA (3)

2007

JOINT VENTURE

15.00

167,117

85.7

ALBERTSONS

2013

2043

ROSS DRESS FOR LESS

2010

2015

 

 

 

 

SEATTLE (3)

2006

GROUND LEASE (2083)

3.22

146,819

87.1

SAFEWAY

2012

2037

PRUDENTIAL NORTHWEST REALTY

2009

2018

BARTELL DRUGS

2012

2022

 

SILVERDALE (3)

2006

FEE

5.10

67,287

87.7

ROSS DRESS FOR LESS

2016

2026

 

 

 

 

 

 

 

SILVERDALE (3)

2006

GROUND LEASE (2059)

14.74

170,406

99.3

SAFEWAY

2024

2059

JO-ANN FABRICS

2012

2032

RITE AID

2011

2041

 

SPOKANE (5)

2005

JOINT VENTURE

8.31

129,785

100.0

BED BATH & BEYOND

2011

2026

ROSS DRESS FOR LESS

2014

2019

RITE AID

2009

2039

 

TACOMA (3)

2006

FEE

14.50

134,839

99.2

TJ MAXX

2019

 

GALAXY THEATRES

2009

 

OFFICE DEPOT

2012

 

 

TUKWILA (4)

2003

JOINT VENTURE

45.90

459,071

97.4

THE BON MARCHE

2009

2019

BEST BUY

2016

2031

SPORTS AUTHORITY

2014

2029

 

VANCOUVER (3)

2006

FEE

6.33

69,790

94.1

SUPERMAX

2016

2026

ACE HARDWARE

2012

  

 

 

 


33




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

WEST VIRGINIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHARLES TOWN

1985

FEE

22.00

208,888

99.2

WAL-MART

2017

2047

STAPLES

2016

 

 

 

 

 

HUNTINGTON

1991

FEE

19.49

2,400

100.0

 

 

 

 

 

 

 

 

 

 

SOUTH CHARLESTON

1999

FEE

14.75

148,059

99.3

KROGER

2011

2041

TJ MAXX

2011

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CANADA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALBERTA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRENTWOOD

2002

JOINT VENTURE

31.2

311,609

95.8

CANADA SAFEWAY

2012

2027

SEARS WHOLE HOME

2010

2020

LINEN N THINGS

2016

2031

 

GRANDE PRAIRIE III

2002

JOINT VENTURE

6.3

63,413

100.0

MICHAELS

2011

2031

WINNERS (TJ MAXX)

2011

2026

JYSK LINEN

2012

2022

 

SHAWNESSY CENTRE

2002

JOINT VENTURE

30.6

306,010

100.0

FUTURE SHOP (BEST BUY)

2009

2024

LINEN N THINGS

2015

2025

BUSINESS DEPOT (STAPLES)

2013

2028

 

SHOPPES @ SHAWNESSEY

2002

JOINT VENTURE

16.3

162,988

100.0

ZELLERS

2011

2096

 

 

 

 

 

 

 

SOUTH EDMONTON COMMON

2002

JOINT VENTURE

42.9

428,745

100.0

HOME OUTFITTERS

2016

2031

LONDON DRUGS

2020

2057

MICHAELS

2011

2026

BRITISH COLUMBIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABBOTSFORD

2002

JOINT VENTURE

22.0

219,688

99.0

ZELLERS

2052

2082

PETSMART

2013

2033

WINNERS (TJ MAXX)

2013

2030

 

CLEARBROOK

2001

JOINT VENTURE

18.8

188,253

86.5

SAFEWAY

2012

2037

STAPLES

2012

2022

 

 

 

 

LANGLEY GATE

2002

JOINT VENTURE

15.2

151,802

100.0

SEARS

2013

2018

PETSMART

2014

2039

WINNERS (TJ MAXX)

2012

2017

 

LANGLEY POWER CENTER

2003

JOINT VENTURE

22.8

228,314

100.0

WINNERS (TJ MAXX)

2012

2027

MICHAELS

2011

2021

FUTURE SHOP (BEST BUY)

2012

2022

 

MISSION

2001

JOINT VENTURE

27.1

271,462

98.8

OVERWAITEE

2018

2028

FAMOUS PLAYERS

2010

2030

LONDON DRUGS

2019

2046

 

PRINCE GEORGE

2001

JOINT VENTURE

37.3

372,725

93.0

OVERWAITEE

2018

2028

THE BAY

2013

2083

LONDON DRUGS

2017

2027

 

PRINCE GEORGE

2008

JOINT VENTURE

7.0

69,821

96.5

BRICK WAREHOUSE

2022

 

 

 

 

 

 

 

 

STRAWBERRY HILL

2002

JOINT VENTURE

33.8

337,931

100.0

HOME DEPOT

2016

2041

CINEPLEX ODEON

2014

2024

WINNERS (TJ MAXX)

2010

2025

 

SURREY

2001

JOINT VENTURE

17.1

170,725

96.5

CANADA SAFEWAY

2011

2061

LONDON DRUGS

2011

2021

 

 

 

 

TILLICUM

2002

JOINT VENTURE

47.3

472,587

100.0

ZELLERS

2013

2098

SAFEWAY

2023

2053

WINNERS (TJ MAXX)

2013

2023

NOVA SCOTIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DARTMOUTH

2008

JOINT VENTURE

18.6

186,315

93.1

SOBEY'S

2039

 

 

 

 

 

 

 

 

HALIFAX

2008

JOINT VENTURE

13.8

138,094

100.0

WAL-MART

2016

2041

 

 

 

 

 

 

ONTARIO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

404 TOWN CENTRE

2002

JOINT VENTURE

24.4

244,379

98.0

ZELLERS

2014

2024

A & P

2012

2027

NATIONAL GYM CLOTHING

2019

2024

 

BELLEVILLE

2008

JOINT VENTURE

7.2

71,925

95.1

A&P

2014

2039

 

 

 

 

 

 

 

BOULEVARD CENTRE III

2004

JOINT VENTURE

8.3

82,942

98.3

FOOD BASICS

2025

2055

 

 

 

 

 

 

 

CHATHAM

2008

JOINT VENTURE

7.1

71,423

91.5

FOOD BASICS

2017

2037

 

 

 

 

 

 

 

CLARKSON CROSSING

2004

JOINT VENTURE

21.3

213,051

100.0

CANADIAN TIRE

2023

2043

A & P

2023

2048

 

 

 

 

DONALD PLAZA

2002

JOINT VENTURE

9.1

91,462

95.9

WINNERS (TJ MAXX)

2014

2024

 

 

 

 

 

 

 

FERGUS

2008

JOINT VENTURE

10.6

105,955

100.0

ZELLERS

2022

2027

 

 

 

 

 

 

 

GREEN LANE CENTRE

2003

JOINT VENTURE

16.0

160,195

100.0

LINEN N THINGS

2014

2029

MICHAELS

2013

2033

PETSMART

2014

2039

 

HAWKESBURY

2008

JOINT VENTURE

5.5

54,950

100.0

PRICE CHOPPER

2016

2036

 

 

 

 

 

 

 

HAWKESBURY

2008

JOINT VENTURE

1.7

17,032

100.0

SHOPPERS DRUG MART

2020

2040

 

 

 

 

 

 

 

KENDALWOOD

2002

JOINT VENTURE

15.9

158,833

97.7

PRICE CHOPPER

2013

2038

VALUE VILLAGE

2013

2028

SHOPPERS DRUG MART

2011

2021

 

LEASIDE

2002

JOINT VENTURE

13.3

133,035

100.0

CANADIAN TIRE

2011

2036

FUTURE SHOP (BEST BUY)

2011

2021

PETSMART

2012

2037

 

LINCOLN FIELDS

2002

JOINT VENTURE

29.0

289,711

83.8

WAL MART

2010

2025

LOEB (GROUND)

2014

2024

 

 

 

 

LONDON

2008

JOINT VENTURE

9.0

90,212

90.3

TALIZE

2015

2025

 

 

 

 

 

 

 

MARKETPLACE TORONTO

2002

JOINT VENTURE

17.1

171,088

100.0

WINNERS (TJ MAXX)

2014

2029

MARK'S WORK WEARHOUSE

2015

2025

SEARS APPLIANCE

2015

2025

 

OTTAWA

2008

JOINT VENTURE

12.7

127,416

100.0

LOEB CANADA INC

2022

2042

BEST BUY

2013

2033

LINEN N THINGS

2014

2029

 

RIOCAN GRAND PARK

2003

JOINT VENTURE

11.9

118,637

100.0

SHOPPERS DRUG MART

2018

2038

WINNERS (TJ MAXX)

2014

2024

BUSINESS DEPOT (STAPLES)

2011

2021

 

SCARBOROUGH

2005

JOINT VENTURE

2.3

20,506

100.0

AGINCOURT NISSAN LIMITED

2020

 

 

 

 

 

 

 

 

SCARBOROUGH

2005

JOINT VENTURE

1.8

13,433

100.0

MORNINGSIDE NISSAN LIMITED

2020

 

 

 

 

 

 

 

 

SHOPPERS WORLD ALBION

2002

JOINT VENTURE

38.0

380,295

100.0

CANADIAN TIRE

2014

2029

FORTINO'S

2010

2030

 

 

 

 

SHOPPERS WORLD DANFORTH

2002

JOINT VENTURE

32.8

328,298

100.0

ZELLERS

2014

2029

DOMINION

2018

2028

BUSINESS DEPOT (STAPLES)

2015

2030

 

ST. LAURANT

2002

JOINT VENTURE

12.6

125,984

100.0

ZELLERS

2017

2046

LOEB

2013

2023

 

 

 

 

SUDBURY

2002

JOINT VENTURE

23.4

234,299

100.0

FAMOUS PLAYERS

2019

2039

BUSINESS DEPOT (STAPLES)

2014

2024

CHAPTERS

2010

2030

 

SUDBURY

2004

JOINT VENTURE

17.0

169,524

100.0

WINNERS (TJ MAXX)

2015

2030

LINEN N THINGS

2016

2031

MICHAELS

2015

2035

 

THICKSON RIDGE

2002

JOINT VENTURE

36.3

363,039

100.0

WINNERS (TJ MAXX)

2013

2023

FUTURE SHOP (BEST BUY)

2011

2016

SEARS WHOLE HOME

2012

2022

 

TORONTO

2007

JOINT VENTURE

0.5

46,986

100.0

TRANSWORLD FINE CARS

2027

 

 

 

 

 

 

 

 

WALKER PLACE

2002

JOINT VENTURE

7.0

69,857

100.0

COMMISSO'S

2012

2032

 

 

 

 

 

 

 

WINDSOR

2007

JOINT VENTURE

6.6

58,147

100.0

PERFORMANCE FORD SALES, INC.

2027

 

 

 

 

 

 

 

PRINCE EDWARD ISLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHARLOTTETOWN

2002

JOINT VENTURE

39.4

393,656

98.8

ZELLERS

2019

2079

WINNERS (TJ MAXX)

2010

2020

WEST ROYALTY FITNESS

2010

2015

QUEBEC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHATEAUGUAY

2002

JOINT VENTURE

21.1

211,288

97.0

SUPER C

2013

2028

HART

2015

2025

 

 

 

 

GATINEAU

2008

JOINT VENTURE

28.4

283,565

98.9

WAL-MART

2015

2035

CANADIAN TIRE

2015

2035

SUPER C

2017

2037

 

GREENFIELD PARK

2002

JOINT VENTURE

36.4

364,301

80.6

WINNERS (TJ MAXX)

2011

2021

BUREAU EN GROS (STAPLES)

2012

2022

GUZZO CINEMA

2019

2039


34




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JACQUES CARTIER

2002

JOINT VENTURE

21.6

216,116

95.2

GUZZO CINEMA

2010

2040

VALUE VILLAGE

2013

2028

IGA

2012

2022

 

LAVAL

2008

JOINT VENTURE

11.6

116,147

100.0

ZELLERS

2028

2103

 

 

 

 

 

 

BRAZIL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HORTOLANDIA (11)

2008

JOINT VENTURE

13.3

133,000

100.0

MAGAZINE LUIZA

2020

 

 

 

 

 

 

 

 

VALINHOS (11)

2008

FEE

12.9

129,000

100.0

RUSSI GROCERY

2021

 

 

 

 

 

 

 

CHILE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

QUILICURA (11)

2008

JOINT VENTURE

0.8

8,000

75.0

 

 

 

 

 

 

 

 

 

 

SANTIAGO

2007

JOINT VENTURE

2.8

27,715

78.5

 

 

 

 

 

 

 

 

 

 

SANTIAGO

2007

JOINT VENTURE

5.0

50,492

89.9

 

 

 

 

 

 

 

 

 

 

SANTIAGO

2007

JOINT VENTURE

1.3

13,487

87.1

 

 

 

 

 

 

 

 

 

 

SANTIAGO

2007

JOINT VENTURE

0.7

6,684

100.0

 

 

 

 

 

 

 

 

 

 

SANTIAGO

2008

JOINT VENTURE

2.1

21,086

78.4

 

 

 

 

 

 

 

 

 

 

SANTIAGO

2008

JOINT VENTURE

0.9

9,045

70.3

 

 

 

 

 

 

 

 

 

 

SANTIAGO

2008

JOINT VENTURE

9.2

91,572

95.0

 

 

 

 

 

 

 

 

 

 

SANTIAGO

2008

JOINT VENTURE

3.6

36,177

97.4

 

 

 

 

 

 

 

 

 

 

SANTIAGO (11)

2008

JOINT VENTURE

2.0

20,000

5.0

 

 

 

 

 

 

 

 

 

 

VINA DEL MAR (11)

2008

JOINT VENTURE

27.5

275,000

66.5

LIDER

2025

2040

SODIMAC

2025

2040

 

 

 

MEXICO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BAJA CALIFORNIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MEXICALI

2006

FEE

12.1

121,239

100.0

CINEPOLIS

2020

 

 

 

 

 

 

 

 

MEXICALI (11)

2006

JOINT VENTURE

35.2

352,000

73.0

WAL-MART

2022

 

 

 

 

 

 

 

 

ROSARITO (11)

2007

JOINT VENTURE

41.4

547,000

70.2

HOME DEPOT

2023

 

CINEPOLIS

2023

 

WAL-MART

2022

 

 

TIJUANA (11)

2005

JOINT VENTURE

38.7

567,000

86.9

WAL-MART

2021

 

MM CINEMA

2016

 

COPELL

2016

 

 

TIJUANA (11)

2007

JOINT VENTURE

12.3

193,000

66.3

COMERCIAL MEXICANA

2023

 

 

 

 

 

 

 

 

TIJUANA (11)

2007

JOINT VENTURE

50.5

455,000

36.3

WAL-MART

2019

 

CINEPOLIS

2024

 

 

 

 

BAJA CALIFORNIA SUR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOS CABOS (11)

2007

FEE

24.8

684,000

 -

US FOODS

2013

 

 

 

 

 

 

 

CAMPECHE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CIUDAD DEL CARMEN (11)

2007

JOINT VENTURE

24.7

308,000

54.2

CHEDRAUI GROCERY

2024

 

 

 

 

 

 

 

CHIAPAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TAPACHULA (11)

2007

FEE

29.7

369,000

33.6

WAL-MART

2024

 

 

 

 

 

 

 

CHIHUAHUA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JUAREZ

2003

JOINT VENTURE

23.8

238,135

89.4

SORIANA

2023

2038

 

 

 

 

 

 

 

JUAREZ  (11)

2006

JOINT VENTURE

18.6

186,000

75.3

WAL-MART

2027

 

 

 

 

 

 

 

COAHUILA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CIUDAD ACUNA

2007

FEE

3.2

31,699

95.6

COPPEL

2021

 

 

 

 

 

 

 

 

SABINAS

2007

FEE

1.0

10,147

100.0

WALDO'S

2015

 

 

 

 

 

 

 

 

SALTILLO (11)

2005

FEE

25.8

445,000

87.2

HEB

2020

 

 

 

 

 

 

 

 

SALTILLO PLAZA

2002

JOINT VENTURE

17.3

173,375

97.4

HEB

2042

 

 

 

 

 

 

 

DURANGO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DURANGO

2007

FEE

1.2

11,911

100.0

 

 

 

 

 

 

 

 

 

GUERRERO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACAPULCO

2005

FEE

42.1

421,239

96.6

WAL-MART

2019

 

 

 

 

 

 

 

HIDALGO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PACHUCA  (11)

2005

JOINT VENTURE

13.7

202,000

72.3

HOME DEPOT

2021

 

 

 

 

 

 

 

 

PACHUCA  (11)

2005

FEE

11.2

188,000

78.7

WAL-MART

2024

 

 

 

 

 

 

 

JALISCO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GUADALAJARA

2005

JOINT VENTURE

13.0

129,705

89.5

WAL-MART

2026

 

 

 

 

 

 

 

 

GUADALAJARA

2006

FEE

10.0

99,717

100.0

CINEPOLIS

2019

 

ZARA

2011

 

 

 

 

 

GUADALAJARA  (11)

2005

JOINT VENTURE

24.0

654,000

81.0

WAL-MART

2025

 

CINEPOLIS

2022

 

 

 

 

 

GUADALAJARA  (11)

2006

FEE

73.2

732,000

29.2

WAL-MART

2021

 

CINEPOLIS

2024

 

 

 

 

 

LAGOS DE MORENO

2007

FEE

1.6

15,645

100.0

 

 

 

 

 

 

 

 

 

 

PUERTO VALLARTA

2006

JOINT VENTURE

8.8

87,547

98.3

SORIANA

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


35




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MEXICO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HUEHUETOCA

2004

JOINT VENTURE

17.0

170,275

94.0

WAL-MART

2014

 

 

 

 

 

 

 

 

HUEHUETOCA (11)

2007

FEE

7.9

126,000

0.0

COPPEL

2023

 

 

 

 

 

 

 

 

TECAMAC  (11)

2006

JOINT VENTURE

19.8

198,000

74.2

WAL-MART

2023

 

 

 

 

 

 

 

 

OJO DE AUGUA (11)

2008

FEE

22.9

229,000

65.5

CHEDRAUI GROCERY

2023

 

 

 

 

 

 

 

MEXICO CITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTERLOMAS

2007

JOINT VENTURE

24.6

246,139

90.6

GAMEWORKS

2011

 

ZARA

2018

 

 

 

 

 

IXTAPALUCA

2007

FEE

1.4

13,702

100.0

 

 

 

 

 

 

 

 

 

 

MEXICO CITY

2005

FEE

0.7

30,684

100.0

 

 

 

 

 

 

 

 

 

 

TLALNEPANTLA

2005

JOINT VENTURE

14.7

398,911

95.6

WAL-MART

2026

 

 

 

 

 

 

 

MORELOS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUAUTLA  (11)

2006

JOINT VENTURE

58.9

589,000

53.8

WAL-MART

2023

 

 

 

 

 

 

 

NAYARIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NEUVO VALLARTA (11)

2007

FEE

19.7

301,000

42.9

WAL-MART

2019

 

 

 

 

 

 

 

NUEVO LEON

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ESCOBEDO  (11)

2006

JOINT VENTURE

34.7

347,000

69.2

HEB

2042

 

 

 

 

 

 

 

 

MONTERREY

2002

JOINT VENTURE

27.3

272,864

98.0

HEB

2042

 

 

 

 

 

 

 

 

MONTERREY  (11)

2006

FEE

38.1

381,000

78.2

HEB

2047

 

 

 

 

 

 

 

 

MONTERREY  (11)

2008

FEE

18.3

183,000

37.7

HEB

2029

 

 

 

 

 

 

 

OAXACA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TUXTEPEC

2005

JOINT VENTURE

9.7

96,919

98.5

WAL-MART

2025

 

 

 

 

 

 

 

 

TUXTEPEC (11)

2007

JOINT VENTURE

10.0

136,000

37.5

MM CINEMA

2018

 

 

 

 

 

 

 

QUERETARO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SAN JUAN DEL RIO  (11)

2006

FEE

22.3

223,000

37.7

WAL-MART

2013

 

 

 

 

 

 

 

QUINTANA ROO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CANCUN

2004

FEE

9.1

91,130

100.0

WAL-MART

2018

 

 

 

 

 

 

 

 

CANCUN

2007

FEE

28.4

284,145

92.1

SUBURBIA

2025

 

CINEPOLIS

2021

 

 

 

 

 

CANCUN (11)

2008

FEE

25.0

250,000

52.0

CHEDRAUI GROCERY

2023

 

 

 

 

 

 

 

SAN LUIS POTOSI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SAN LUIS

2004

JOINT VENTURE

12.1

121,334

97.8

HEB

2019

 

 

 

 

 

 

 

SONORA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOS MOCHIS (11)

2007

FEE

9.9

152,000

67.1

WAL-MART

2018

 

 

 

 

 

 

 

 

HERMOSILLO (11)

2008

FEE

9.9

379,000

37.7

SEARS

2020

2050

 

 

 

 

 

 

TAMAULIPAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALTAMIRA

2007

FEE

2.4

24,479

100.0

FAMSA

2020

 

 

 

 

 

 

 

 

MATAMOROS

2007

FEE

15.4

153,774

97.3

CINEPOLIS

2014

 

GIGANTE

2009

 

OFFICE DEPOT

2015

 

 

MATAMOROS

2007

FEE

1.1

10,900

100.0

WALDOS

2012

 

 

 

 

 

 

 

 

MATAMOROS

2007

FEE

1.1

10,835

100.0

WALDOS

2012

 

 

 

 

 

 

 

 

NUEVO LAREDO

2007

FEE

0.9

8,565

100.0

 

 

 

 

 

 

 

 

 

 

NUEVO LAREDO

2007

FEE

1.1

10,760

100.0

WALDOS

2012

 

 

 

 

 

 

 

 

NUEVO LAREDO  (11)

2006

FEE

44.2

442,000

75.1

WAL-MART

2022

2047

HOME DEPOT

2028

2043

CINEPOLIS

2023

 

 

REYNOSA

2004

JOINT VENTURE

38.0

380,036

96.9

HEB

2029

 

 

 

 

 

 

 

 

REYNOSA

2007

FEE

11.5

115,093

100.0

GIGANTE

2012

 

 

 

 

 

 

 

 

REYNOSA

2007

FEE

1.0

9,684

100.0

 

 

 

 

 

 

 

 

 

 

REYNOSA

2007

FEE

1.8

17,603

91.9

WALDOS

2012

 

 

 

 

 

 

 

 

RIO BRAVO

2007

FEE

1.0

9,673

100.0

 

 

 

 

 

 

 

 

 

 

RIO BRAVO (11)

2008

FEE

22.0

220,000

41.8

HEB

2028

 

 

 

 

 

 

 

 

TAMPICO

2007

FEE

1.6

16,162

100.0

 

 

 

 

 

 

 

 

 

VERACRUZ

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MINATITLAN

2007

FEE

2.0

19,847

100.0

WALDOS

2016

 

 

 

 

 

 

 

PERU

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIMA (11)

2008

FEE

0.9

9,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL 946 SHOPPING CENTER PROPERTY INTERESTS

 

14,784

141,114,254

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


36




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER PROPERTY INTERESTS

 

 

 

 

 

 

 

 

 

 

 

 

US PREFERRED EQUITY INVESTMENTS (RETAIL ASSETS ONLY)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALASKA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANCHORAGE (12)

2006

JOINT VENTURE

5.86

84,463

90.2

BED, BATH & BEYOND

2018

2038

 

 

 

 

 

 

ARIZONA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TUSCON

2006

JOINT VENTURE

57.30

504,010

93.2

LOEWS/CINEPLEX ODEON

2017

2037

BARNES & NOBLE

2012

2022

ROSS STORES INC

2013

2028

CALIFORNIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHATSWORTH

2003

JOINT VENTURE

6.80

75,875

100.0

KAHOOTS

2014

2024

SMART & FINAL

2014

2034

TRADER JOE'S COMPANY

2014

2029

 

HAWTHORNE

2004

JOINT VENTURE

-

21,507

100.0

OFFICE DEPOT

2019

2038

 

 

 

 

 

 

 

MALIBU

2007

JOINT VENTURE

1.86

22,279

87.6

 

 

 

 

 

 

 

 

 

 

MALIBU

2007

JOINT VENTURE

1.25

15,148

91.8

 

 

 

 

 

 

 

 

 

FLORIDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

APOPKA

2007

JOINT VENTURE

7.90

71,615

100.0

WINN DIXIE

2013

2038

 

 

 

 

 

 

 

AUBURNDALE

2006

JOINT VENTURE

4.00

10,000

54.4

 

 

 

 

 

 

 

 

 

 

BRANDON

2006

JOINT VENTURE

1.69

10,000

0.0

 

 

 

 

 

 

 

 

 

 

CLEARWATER

2004

JOINT VENTURE

8.38

84,441

97.0

KASH N KARRY

2014

2034

WALGREEN'S

2014

 

 

 

 

 

CLEARWATER (12)

2007

JOINT VENTURE

3.13

31,729

0.0

 

 

 

 

 

 

 

 

 

 

DELRAY  BEACH (12)

2007

JOINT VENTURE

18.00

118,175

78.3

PUBLIX SUPERMARKETS, INC.

2011

2021

DELRAY SQUARE CINEMAS INC.

2011

2011

 

 

 

 

DELTONA

2004

JOINT VENTURE

7.00

80,567

91.0

WINN DIXIE

2014

2029

PET SUPERMARKET

2009

2024

 

 

 

 

JACKSONVILLE

2006

JOINT VENTURE

1.50

-

0.0

 

 

 

 

 

 

 

 

 

 

LAKE WALES

2007

JOINT VENTURE

0.83

-

0.0

 

 

 

 

 

 

 

 

 

 

LOXAHATCHEE

2003

JOINT VENTURE

8.50

75,194

96.8

WINN DIXIE

2019

2054

 

 

 

 

 

 

 

MIAMI

2004

JOINT VENTURE

49.97

651,011

94.0

HOME DEPOT

2028

2058

TIGER DIRECT

2010

2020

AMC CINEMA

2009

 

 

PEMBROKE PINES

2008

JOINT VENTURE

29.20

273,459

92.2

SEDANO'S

2014

2034

NAVARRO'S PHARMACY

2010

2025

TIGER DIRECT

2019

2034

 

SARASOTA

2005

JOINT VENTURE

12.56

148,348

95.2

OFFICE DEPOT

2015

2025

PETSMART

2013

2033

JO-ANN FABRIC

2013

2018

 

SPRING HILL

2003

JOINT VENTURE

7.34

69,917

95.3

WINN DIXIE

2010

2035

 

 

 

 

 

 

 

TAMPA

2004

JOINT VENTURE

11.40

100,538

89.0

KASH N KARRY

2015

2035

US POSTAL SERVICE

2010

 

 

 

 

 

WELLINGTON

2002

JOINT VENTURE

18.70

171,955

91.8

ACE HARDWARE

2018

2033

BEALL'S

2018

2033

WALGREEN'S

2029

 

GEORGIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MOULTRIE

2006

JOINT VENTURE

22.37

196,589

94.5

WAL MART

2017

2047

 

 

 

 

 

 

ILLINOIS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LANSING

2005

JOINT VENTURE

52.80

320,339

87.9

WAL-MART

2020

2070

OFFICE DEPOT

2012

2037

CITI TRENDS INC

2011

2020

IOWA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEST DES MOINES

2006

JOINT VENTURE

7.60

44,123

100.0

 

 

 

 

 

 

 

 

 

KENTUCKY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOUISVILLE

2006

JOINT VENTURE

36.31

151,369

100.0

TOYS R US

2011

2046

TJ MAXX

2011

2021

GOODY'S

2014

2029

LOUISIANA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LAFAYETTE

2007

JOINT VENTURE

12.93

29,405

75.3

 

 

 

 

 

 

 

 

 

 

LAKE CHARLES

2007

JOINT VENTURE

17.28

126,601

99.1

MARSHALL'S

2012

2027

ROSS STORES INC

2014

2029

BED, BATH & BEYOND

2014

2034

 

SHREVEPORT

2005

JOINT VENTURE

18.40

93,669

100.0

OFFICE MAX

2012

2032

BARNES & NOBLE

2013

2028

OLD NAVY

2012

2012

 

SHREVEPORT

2006

JOINT VENTURE

8.40

78,591

95.5

MICHAELS

2014

2034

DOLLAR TREE

2010

2025

 

 

 

MASSACHUSETTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HAVERHILL

2006

JOINT VENTURE

6.94

63,203

94.8

 

 

 

 

 

 

 

 

 

MISSISSIPPI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RIDGELAND

2005

JOINT VENTURE

3.35

41,759

91.9

 

 

 

 

 

 

 

 

 

 

RIDGELAND

2005

JOINT VENTURE

3.75

61,753

96.9

PARTY CITY

2014

2019

 

 

 

 

 

 

 

RIDGELAND

2005

JOINT VENTURE

6.01

81,626

100.0

ACADEMY SPORTS

2019

2029

 

 

 

 

 

 

NEW HAMPSHIRE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LANCASTER

2006

JOINT VENTURE

10.80

50,080

100.0

SHAW'S SUPERMARKET

2018

2048

 

 

 

 

 

 

 

LITTLETON

2006

JOINT VENTURE

43.00

34,583

100.0

STAPLES

2015

2020

 

 

 

 

 

 

 

NEWPORT

2006

JOINT VENTURE

20.00

116,828

94.5

OCEAN STATE JOB LOT

2011

2031

SHAW'S SUPERMARKET

2015

2031

 

 

 

 

WOODSVILLE

2006

JOINT VENTURE

1.74

11,180

100.0

RITE AID

2017

2042

 

 

 

 

 

 

 

WOODSVILLE

2006

JOINT VENTURE

3.50

39,000

100.0

SHAW'S SUPERMARKET

2015

2030

 

 

 

 

 

 

NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WHITING

2007

JOINT VENTURE

26.70

95,848

98.9

STOP 'N SHOP

2026

2046

 

 

 

 

 

 

NEW YORK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PORT JEFFERSON STATION

2007

JOINT VENTURE

7.00

65,083

95.1

GIUNTA'S MEAT FARM SUPERMARKET

2016

2016

 

 

 

 

 

 


37




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TENNESSEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COOKEVILLE

2007

JOINT VENTURE

37.64

211,483

97.6

FOOD LION

2028

2048

GOODY'S

2013

2023

TJ MAXX

2014

2034

TEXAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AUSTIN

2006

JOINT VENTURE

19.75

207,614

100.0

ACADEMY SPORTS

2012

2022

PACIFIC RESOURCES ASSOCIATION

2011

2031

GOLD'S TEXAS  HOLDINGS, L.P.

2012

2022

 

AUSTIN

2006

JOINT VENTURE

10.94

131,039

95.0

24 HOUR FITNESS

2024

2034

GAITTLAND

2011

2026

DOLLAR TREE

2011

2025

 

AUSTIN

2004

JOINT VENTURE

19.99

97,784

90.2

OSHMAN'S

2014

2029

BED BATH & BEYOND

2014

2029

 

 

 

 

AUSTIN

2005

JOINT VENTURE

15.61

178,700

79.0

GOLD'S TEXAS  HOLDINGS, L.P.

2014

2019

MONARCH EVENTS

2017

2027

HEB GROCERY COMPANY, LP

2009

2011

 

AUSTIN

2006

JOINT VENTURE

4.15

40,000

100.0

DAVE AND BUSTERS

2019

2034

 

 

 

 

 

 

 

AUSTIN

2006

JOINT VENTURE

10.20

88,829

100.0

BARNES & NOBLE

2014

2029

PETCO

2011

2021

 

 

 

 

AUSTIN

2006

JOINT VENTURE

4.78

54,651

100.0

CONN'S ELECTRIC

2010

2020

 

 

 

 

 

 

 

CARROLLTON

2006

JOINT VENTURE

1.97

18,740

80.7

 

 

 

 

 

 

 

 

 

 

GEORGETOWN

2005

JOINT VENTURE

12.13

117,018

91.6

DOLLAR TREE

2010

2025

CVS

2014

2019

GEORGETOWN FITNESS

2011

2011

 

KILLEEN (11)

2006

JOINT VENTURE

3.00

14,576

100.0

 

 

 

 

 

 

 

 

 

 

LAKE JACKSON (11)

2006

JOINT VENTURE

8.00

26,157

100.0

 

 

 

 

 

 

 

 

 

 

RICHARDSON

2007

JOINT VENTURE

4.80

52,039

79.7

 

 

 

 

 

 

 

 

 

 

SAN ANTONIO

2003

JOINT VENTURE

8.10

103,123

99.0

 

 

 

 

 

 

 

 

 

 

SAN MARCOS

2005

JOINT VENTURE

16.99

185,092

100.0

HOBBY LOBBY

2013

2023

HASTINGS ENTERTAINMENT INC

2009

2019

TRACTOR SUPPLY COMPANY

2013

2013

 

SOUTHLAKE

2005

JOINT VENTURE

15.07

132,609

94.0

HOBBY LOBBY

2021

2031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CANADA PREFERRED EQUITY INVESTMENTS (RETAIL ASSETS ONLY)

 

 

 

 

 

 

 

 

 

 

 

 

ALBERTA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CALGARY

2005

JOINT VENTURE

0.27

6,308

100.0

 

 

 

 

 

 

 

 

 

 

CALGARY

2004

JOINT VENTURE

9.01

172,021

96.0

WINNERS APPAREL LTD.

2012

2022

THE HOUSE OF TOOLS

2010

2015

DOLLAR GIANT STORE

2016

2026

 

CALGARY

2004

JOINT VENTURE

10.00

127,598

98.8

BEST BUY CANADA LTD.

2009

2034

WINNERS MERCHANTS INT. LP

2014

2025

NOVA SCOTIA COMPANY

2015

2035

 

EDMONTON (12)

2007

JOINT VENTURE

17.90

101,997

94.4

LONDON DRUGS LTD.

2015

2035

 

 

 

 

 

 

 

HINTON

2004

JOINT VENTURE

18.51

137,735

90.7

WAL-MART CANADA CORP.

2011

2036

CANADA SAFEWAY

2010

2045

 

 

 

 

LETHBRIDGE

2005

JOINT VENTURE

0.32

7,226

66.4

 

 

 

 

 

 

 

 

 

 

LETHBRIDGE

2005

JOINT VENTURE

0.22

4,000

100.0

 

 

 

 

 

 

 

 

 

 

LETHBRIDGE

2006

JOINT VENTURE

25.61

370,525

96.4

ZELLERS

2023

2078

CANADIAN TIRE

2009

2029

SAVE ON FOOD & DRUGS

2011

2031

BRITISH COLUMBIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100 MILE HOUSE

2004

JOINT VENTURE

7.19

69,051

97.7

SAVE ON FOOD & DRUGS

2015

2035

D & W MANAGEMENT

2013

2018

 

 

 

 

BURNABY

2005

JOINT VENTURE

0.57

8,788

100.0

 

 

 

 

 

 

 

 

 

 

COURTENAY

2005

JOINT VENTURE

0.29

4,024

100.0

 

 

 

 

 

 

 

 

 

 

GIBSONS

2004

JOINT VENTURE

10.26

141,393

78.1

LONDON DRUGS LTD.

2021

2031

SUPER VALU

2012

2012

CHEVRON CANADA LTD.

2017

2022

 

KAMLOOPS (11)

2005

JOINT VENTURE

9.71

106,687

100.0

WINNERS

2016

2031

JYSK

2016

2034

BANK OF MONTREAL

2017

2032

 

LANGLEY

2004

JOINT VENTURE

7.58

34,832

100.0

 

 

 

 

 

 

 

 

 

 

PORT ALBERNI

2004

JOINT VENTURE

2.46

32,877

100.0

BUY-LOW FOODS

2012

2027

 

 

 

 

 

 

 

PRINCE GEORGE

2004

JOINT VENTURE

8.00

83,405

100.0

SAVE ON FOOD & DRUGS

2011

2033

SHOPPERS REALTY INC.

2014

2044

 

 

 

 

SURREY

2004

JOINT VENTURE

8.00

104,191

98.6

SAFEWAY STORE #184

2012

2033

NEW HOLLYWOOD THEATRE

2013

2023

 

 

 

 

TRAIL

2004

JOINT VENTURE

15.90

181,291

92.3

ZELLERS

2009

2019

EXTRA FOODS

2014

2044

 

 

 

 

VANCOUVER

2004

JOINT VENTURE

2.97

35,954

94.5

 

 

 

 

 

 

 

 

 

 

WESTBANK

2004

JOINT VENTURE

9.66

111,431

96.9

SAVE ON FOOD & DRUGS

2017

2037

SHOPPER'S DRUGMART

2015

2045

G&G HARDWARE

2011

2021

 

WESTBANK  (11)

2006

JOINT VENTURE

25.92

15,730

100.0

STAPLES

2022

2037

 

 

 

 

 

 

MANITOBA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WINNIPEG

2005

JOINT VENTURE

0.39

4,200

100.0

 

 

 

 

 

 

 

 

 

NEW BRUNSWICK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FREDERICTON

2005

JOINT VENTURE

0.60

6,742

100.0

 

 

 

 

 

 

 

 

 

 

MONCTON

2005

JOINT VENTURE

0.36

4,655

0.0

 

 

 

 

 

 

 

 

 

NEWFOUNDLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ST. JOHN'S

2006

JOINT VENTURE

25.80

429,297

73.1

LABELS

2018

2027

CONVERGYS CALL CENTRE

2016

2019

GOODLIFE FITNESS CENTRES

2018

2027

ONTARIO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BARRIE

2005

JOINT VENTURE

1.10

4,748

100.0

 

 

 

 

 

 

 

 

 

 

BARRIE

2005

JOINT VENTURE

1.62

1,680

100.0

 

 

 

 

 

 

 

 

 

 

BARRIE

2005

JOINT VENTURE

1.62

6,897

63.9

 

 

 

 

 

 

 

 

 

 

BRANTFORD

2005

JOINT VENTURE

0.84

12,894

58.0

 

 

 

 

 

 

 

 

 

 

BURLINGTON

2005

JOINT VENTURE

0.76

9,126

100.0

 

 

 

 

 

 

 

 

 

 

CAMBRIDGE

2005

JOINT VENTURE

1.28

15,730

97.1

 

 

 

 

 

 

 

 

 

 

CORNWALL

2005

JOINT VENTURE

0.26

4,000

100.0

 

 

 

 

 

 

 

 

 

 

GUELPH

2005

JOINT VENTURE

0.79

3,600

100.0

 

 

 

 

 

 

 

 

 


38




LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HAMILTON

2005

JOINT VENTURE

0.28

6,500

0.0

 

 

 

 

 

 

 

 

 

 

HAMILTON

2005

JOINT VENTURE

0.54

10,441

81.7

 

 

 

 

 

 

 

 

 

 

HAMILTON

2005

JOINT VENTURE

0.30

4,125

100.0

 

 

 

 

 

 

 

 

 

 

KITCHENER

2006

JOINT VENTURE

2.00

13,450

100.0

VALUE VILLAGE

2011

2026

 

 

 

 

 

 

 

KITCHENER

2006

JOINT VENTURE

5.00

66,460

93.6

SOBEY'S

2012

2037

 

 

 

 

 

 

 

LONDON

2005

JOINT VENTURE

0.41

8,152

100.0

 

 

 

 

 

 

 

 

 

 

LONDON

2005

JOINT VENTURE

0.56

5,700

100.0

 

 

 

 

 

 

 

 

 

 

LONDON

2004

JOINT VENTURE

6.94

86,612

98.7

EMPIRE THEATRES

2015

2035

 

 

 

 

 

 

 

MILTON (11)

2007

JOINT VENTURE

36.48

-

0.0

 

 

 

 

 

 

 

 

 

 

MISSISSAUGA

2005

JOINT VENTURE

1.75

31,091

100.0

ESTATE HARDWOOD

2010

2015

 

 

 

 

 

 

 

NORTH BAY

2005

JOINT VENTURE

0.50

6,666

100.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

2005

JOINT VENTURE

0.27

4,448

100.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

1.48

26,331

68.3

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

4.95

46,400

90.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

2.60

39,840

100.0

ORMES FURNITURE

2010

2015

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

9.10

3,400

100.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

0.56

11,133

68.6

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

2.67

31,001

100.0

LOEB CANADA INC

2012

2027

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

1.10

12,287

100.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

0.15

11,265

100.0

 

 

 

 

 

 

 

 

 

 

ST. CATHERINES

2005

JOINT VENTURE

3.02

38,934

100.0

 

 

 

 

 

 

 

 

 

 

ST. CATHERINES

2005

JOINT VENTURE

0.34

5,418

100.0

 

 

 

 

 

 

 

 

 

 

ST. THOMAS

2005

JOINT VENTURE

0.24

3,595

100.0

 

 

 

 

 

 

 

 

 

 

SUDBURY

2005

JOINT VENTURE

0.62

9,643

42.8

 

 

 

 

 

 

 

 

 

 

SUDBURY

2006

JOINT VENTURE

5.36

40,128

100.0

PRICE CHOPPER

2012

2022

LIQUIDATION WORLD

2012

2012

 

 

 

 

WATERLOO

2005

JOINT VENTURE

0.59

5,274

100.0

 

 

 

 

 

 

 

 

 

 

WATERLOO (11)

2005

JOINT VENTURE

10.00

18,380

100.0

SHOPPER'S DRUG MART

2022

2037

 

 

 

 

 

 

QUEBEC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALMA

2004

JOINT VENTURE

36.08

323,641

91.1

ZELLERS

2009

2094

SEARS

2011

2026

IGA (COOP DES CONSUMMAT)

2015

2035

 

CHANDLER

2004

JOINT VENTURE

20.08

114,078

93.0

HART STORES

2009

2024

MCDONALD'S

2015

2025

METRO  

2010

2020

 

GASPE

2004

JOINT VENTURE

15.21

152,285

99.7

CANADIAN TIRE

2021

2046

SOBEYS STORES LTD

2015

2030

HART STORES

2011

2021

 

JONQUIERE

2004

JOINT VENTURE

25.24

247,404

94.1

ZELLERS

2009

2094

SUPER C GROCERIES

2009

2020

ROSSY

2016

2019

 

LAMALBAIE

2006

JOINT VENTURE

9.24

118,593

91.8

HART STORES

2010

2010

METRO RICHELIEU

2016

2026

CANADIAN TIRE

2013

2013

 

LAURIER STATION

2006

JOINT VENTURE

3.20

36,366

94.3

 

 

 

 

 

 

 

 

 

 

MONTREAL (11)

2006

JOINT VENTURE

232.00

447,135

100.0

ZELLERS

2021

2056

THE BRICK

2026

2036

TOYS R US

2021

2041

 

ROBERVAL

2004

JOINT VENTURE

3.68

127,251

99.4

IGA

2021

2046

ROSSY

2010

2015

 

 

 

 

SAGUENAY

2004

JOINT VENTURE

13.52

284,620

94.3

ZELLERS

2013

2013

WINNERS

2011

2026

L'AUBAINERIE CONCEPT MODE

2016

2026

 

ST. AUGUSTIN-DE-DESMAURES

2006

JOINT VENTURE

4.72

52,565

98.3

PROVIGO

2009

2024

 

 

 

 

 

 

 

ST. JEROME

2007

JOINT VENTURE

5.96

82,391

100.0

MAXI (PROVIGO)

2012

2022

PHARMACIE BRUNET

2013

2023

DOLLARAMA

2009

 

 

STE. EUSTACHE

2005

JOINT VENTURE

6.62

51,195

100.0

MAXI (PROVIGO)

2022

2027

 

 

 

 

 

 

 

STE. EUSTACHE

2005

JOINT VENTURE

2.39

26,694

87.1

 

 

 

 

 

 

 

 

 

 

VICTORIAVILLE

2008

JOINT VENTURE

30.79

207,143

85.3

CANADIAN TIRE

2015

2035

METRO

2023

 

JEAN DEPOT

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL 131 PREFERRED EQUITY INTERESTS (RETAIL ASSETS ONLY)

1,497

11,159,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER REAL ESTATEMENT INVESTMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RETAIL STORE LEASES (13)

1995/ 1997

LEASEHOLD

-

1,468,000

95.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AI PORTFOLIO (VARIOUS CITIES)

2005

JOINT VENTURE

206.49

9,013,450

87.0

 

 

 

 

 

 

 

 

 

 

NON-RETAIL 259 ASSETS

VARIOUS

VARIOUS

252.45

11,019,605

100.0

 

 

 

 

 

 

 

 

 

 

OTHER 36 PROPERTY INTERESTS

VARIOUS

VARIOUS

34.83

1,520,285

100.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GRAND TOTAL 1487 PROPERTY INTERESTS

 

16,774.97

175,295,576

(14)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


39




(1)

PERCENT LEASED INFORMATION AS OF DECEMBER 31, 2008 OR DATE OF ACQUISITION IF ACQUIRED SUBSEQUENT TO DECEMBER 31, 2008.

(2)

THE TERM "JOINT VENTURE" INDICATES THAT THE COMPANY OWNS THE PROPERTY IN CONJUNCTION WITH ONE OR MORE JOINT VENTURE PARTNERS.  THE DATE INDICATED  IS THE EXPIRATION DATE OF ANY GROUND LEASE AFTER GIVING AFFECT TO ALL RENEWAL PERIODS.

(3)

DENOTES PROPERTY INTEREST IN KIMPRU.

(4)

DENOTES PROPERTY INTEREST IN KIMCO INCOME REIT ("KIR").

(5)

DENOTES PROPERTY INTEREST IN UBS.

(6)

DENOTES PROPERTY INTEREST IN PL REALTY LLC.

(7)

DENOTES PROPERTY INTEREST IN KIMCO INCOME FUND I.

(8)

DENOTES PROPERTY INTEREST IN KIMCO RETAIL OPPORTUNITY PORTFOLIO ("KROP").

(9)

DENOTES PROPERTY INTEREST IN OTHER INSTITUTIONAL PROGRAMS.

(10)

DENOTES PROPERTY INTEREST IN SEB IMMOBILIEN

(11)

DENOTES GROUND-UP DEVELOPMENT PROJECT. THIS INCLUDES PROPERTIES THAT ARE CURRENTLY UNDER CONSTRUCTION, COMPLETED PROJECTS AWAITING STABILIZATION AND OR AVAILABLE FOR SALE.  THE SQUARE FOOTAGE SHOWN REPRESENTS THE COMPLETED LEASEABLE AREA AND AREA HELD AVAILABLE FOR SALE.

(12)

DENOTES REDEVELOPMENT PROJECT.

(13)

THE COMPANY HOLDS INTERESTS IN 19 RETAIL STORE LEASES RELATED TO THE ANCHOR STORE PREMISES IN NEIGHBORHOOD AND COMMUNITY SHOPPING CENTERS.

(14)

DOES NOT INCLUDE 29 FNC REALTY PROPERTIES COMPRISED OF 559K SQUARE FEET, 49 NEWKIRK PROPERTIES CONSISTING OF 2.5 MILLION SQUARE FEET,  402 NET LEASED PROPERTIES WITH 2.3 MILLION SQUARE FEET AND 1.6 MILLION SQUARE FEET OF PROJECTED LEASEABLE AREA RELATED TO PREFERRED EQUITY GROUND-UP DEVELOPMENT PROJECTS.


40





Executive Officers of the Registrant


The following table sets forth information with respect to the executive officers of the Company as of February 26, 2009.


Name

Age

Position

Since

 

 

 

 

Milton Cooper

79

Chairman of the Board of Directors and

1991

 

 

Chief Executive Officer

 

 

 

 

 

David B. Henry

59

President,

2008

 

 

Vice Chairman of the Board of Directors and Chief Investment Officer

2001

 

 

 

 

David Lukes

39

Chief Operating Officer

2008

 

 

 

 

Michael V. Pappagallo

49

Chief Administrative Officer

2008

 

 

Executive Vice President -

2005

 

 

Chief Financial Officer

1997

 

 

 

 

Glenn G. Cohen

45

Senior Vice President - Chief Accounting Officer

2008

 

 

Treasurer

1997


David Lukes has been with the Company since 2002.  Prior to his promotion to Chief Operating Officer, Mr. Lukes had been Executive Vice President, through which he was responsible for the financial performance of the redevelopment program in the Northeast and Westcoast since August 2006.  Prior to this role, he served as Vice President of Leasing, primarily responsible for leasing efforts within the Company’s redevelopment portfolio.


The executive officers of the Company serve in their respective capacities for approximately one-year terms and are subject to re-election by the Board of Directors, generally at the time of the Annual Meeting of the Board of Directors following the Annual Meeting of Stockholders.




41





PART II


Item 5.  Market for the Registrant's Common Equity, Related Shareholder

Matters and Issuer Purchases of Equity Securities


Market Information  The following sets forth the common stock offerings completed by the Company during the three-year period ended December 31, 2008.  The Company’s common stock (“Common Stock”) was sold for cash at the following offering price per share:


Offering Date

 

Offering Price

 

 

 

March 2006

 

$40.80

September 2008

 

$37.10


In connection with the March 2006 Atlantic Realty Trust ("Atlantic Realty") merger, the Company issued Atlantic Realty shareholders 1,274,420 shares of Common Stock, excluding 201,930 shares of Common Stock that were to be received by the Company and 546,580 shares of Common Stock that were to be received by the Company’s wholly owned TRS. During December 2008, the Company purchased the 546,580 shares from its TRS for a purchase price of $17.69 per share. The 546,580 shares had a carry-over basis from the Atlantic Realty share price of $17.10 per share.  This purchase was not in connection with a publicly announced plan or program.  


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 New York Stock Exchange under the trading symbol "KIM".


 

Stock Price

 

Period

High

Low

Dividends

 

 

 

 

2007:

 

 

 

First Quarter

$53.60

$43.59

$0.36

Second Quarter

$50.36

$36.92

$0.36

Third Quarter

$47.58

$33.74

$0.40

Fourth Quarter

$47.69

$34.74

$0.40  (a)

 

 

 

 

2008:

 

 

 

First Quarter

$40.18

$29.00

$0.40

Second Quarter

$42.30

$34.20

$0.40

Third Quarter

$47.80

$29.54

$0.44

Fourth Quarter

$37.06

$9.56

$0.44  (b)

 

 

 

 


(a) Paid on January 15, 2008, to stockholders of record on January 2, 2008.

(b) Paid on January 15, 2009, to stockholders of record on January 2, 2009.


Holders  The number of holders of record of the Company's common stock, par value $0.01 per share, was 3,492 as of January 30, 2009.


Dividends  Since the IPO, the Company has paid regular quarterly dividends to its stockholders. While the Company intends to continue paying regular quarterly dividends, future dividend declarations will be at the discretion of the Board of Directors and will depend on the actual cash flow of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor sources of capital and evaluate the impact of the economy on operating fundamentals.  The Company is required by the Internal Revenue Code of 1986, as amended, 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 $1.64 dividend per common share paid during 2008 represented 69% ordinary income, 19% in capital gains and a 12% return of capital to its stockholders.  The $1.48 dividend per common share paid during 2007 represented 56% ordinary income, 35% in capital gains and a 9% return of capital to its stockholders.



42





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 facilities 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 Notes 11 and 17 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.


The Company does not believe that the preferential rights available to the holders of its Class F Preferred Stock and Class G 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, 2008, 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, 2008, 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.


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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 annual report on 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.



43






 

 

Year ended December 31,   (2) (8)

 

 

2008

 

2007

 

2006

 

2005

 

2004

 

 

(in thousands, except per share information)

Operating Data:

 

 

 

 

 

 

 

 

 

 

Revenues from rental property (1)

$

758,704

$

674,534

$

580,551

$

494,467

$

482,248

Interest expense (3)

$

212,591

$

213,086

$

170,079

$

125,825

$

105,411

Depreciation and amortization (3)

$

204,310

$

188,063

$

137,820

$

99,072

$

93,684

Gain on sale of development properties (4)

$

36,565

$

40,099

$

37,276

$

33,636

$

16,835

Gain on transfer/sale of operating properties, net (3)

$

1,782

$

2,708

$

2,460

$

2,833

$

-

Benefit for income taxes (5)

$

12,974

$

30,346

$

-

$

-

$

-

Provision for income taxes (6)

$

-

$

-

$

17,253

$

10,989

$

8,320

Impairment Charges (4)

$

145,918

$

13,796

$

-

$

-

$

-

Income from continuing operations (7)

$

225,186

$

358,991

$

342,790

$

321,646

$

270,692

Income per common share, from continuing operations:

 

 

 

 

 

 

 

 

 

 

    Basic

$

0.69

$

1.35

$

1.38

$

1.37

$

1.16

    Diluted

$

0.69

$

1.32

$

1.35

$

1.34

$

1.14

Weighted average number of shares of common stock:

 

 

 

 

 

 

 

 

 

 

    Basic

 

257,811

 

252,129

 

239,552

 

226,641

 

222,859

    Diluted

 

258,843

 

257,058

 

244,615

 

230,868

 

227,143

Cash dividends declared per common share

$

1.68

$

1.52

$

1.38

$

1.27

$

1.16

 

 

 

 

 

 

 

 

 

 

 


 

 

December 31,

 

 

2008

 

2007

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

Real estate, before accumulated depreciation

$

7,818,916 

$

7,325,035 

$

6,001,319 

$

4,560,406 

$

4,092,222 

Total assets

$

9,397,147 

$

9,097,816 

$

7,869,280 

$

5,534,636 

$

4,749,597 

Total debt

$

4,556,646 

$

4,216,415 

$

3,587,243 

$

2,691,196 

$

2,118,622 

Total stockholders' equity

$

3,975,346 

$

3,894,574 

$

3,366,959 

$

2,387,214 

$

2,236,400 

 

 

 

 

 

 

 

 

 

 

 

Cash flow provided by operations

$

567,599 

$

665,989 

$

455,569 

$

410,797 

$

365,176 

Cash flow used for investing activities

$

(781,350)

$

(1,507,611)

$

(246,221)

$

(716,015)

$

(299,597)

Cash flow provided by (used for) financing activities

$

262,429 

$

584,056 

$

59,444 

$

343,271 

$

(75,647)


(1)

Does not include (i) revenues from rental property relating to unconsolidated joint ventures, (ii) revenues relating to the investment in retail stores leases and (iii) revenues from properties included in discontinued operations.

(2)

All years have been adjusted to reflect the impact of operating properties sold during the  years ended December 31, 2008, 2007, 2006, 2005 and 2004  and properties classified as held for sale as of December 31, 2008, which are reflected in discontinued operations in the Consolidated Statements of Income.

(3)

Does not include amounts reflected in discontinued operations.

(4)

Amounts exclude effect for income taxes

(5)

Does not include amounts reflected in discontinued operations and extraordinary gain.  Amounts include income taxes related to gain on sale of development properties, gain on transfer/sale of operating properties and impairments.

(6)

Amounts include income taxes related to gain on sale of development properties and gain on transfer/sale of operating properties.

(7)

Amounts include gain on transfer/sale of operating properties, net of tax.

(8)

As of August 23, 2005, the Company effected a two-for-one split (the "Stock Split") of the Company’s common stock in the form of a stock dividend paid to stockholders of record on August 8, 2005.  All common share and per common share data has been adjusted to reflect this Stock Split.





44





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 annual report on Form 10-K.  Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in the Consolidated Financial Statements, including trends which might appear, should not be taken as indicative of future operations.


Executive Summary


Kimco Realty Corporation is one of the nation’s largest publicly-traded owners and operators of neighborhood and community shopping centers.  As of December 31, 2008, the Company had interests in 1,950 properties, totaling approximately 182.2 million square feet of GLA located in 45 states, Puerto Rico, Canada, Mexico, Chile, Brazil and Peru.


The Company is self-administered and self-managed through present management, which has owned and managed neighborhood and community shopping centers for over 50 years. 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.


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 Code, subject to certain limitations.  As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real estate-related opportunities including (i) merchant building, through its wholly owned taxable REIT subsidiaries, which are primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate advisory and disposition services, which primarily focus on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers and (iii) acting as an agent or principal in connection with tax deferred exchange transactions.  The Company will consider other investments through taxable REIT subsidiaries should suitable opportunities arise.


In addition, the Company continues to capitalize 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 also provides preferred equity capital for real estate entrepreneurs and provides real estate capital and advisory services to both healthy and distressed retailers.  The Company has made selective investments in secondary market opportunities where a security or other investment was, 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.


The Company’s strategy is to maintain a strong balance sheet providing it the necessary flexibility to invest opportunistically and selectively, primarily focusing on neighborhood and community shopping centers.


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.  Although the credit environment has become much more constrained since the third quarter of 2008, the Company continues to pursue opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks.  The Company has noticed a trend that the approval process from lenders has slowed, while pricing and loan-to-value ratios remain dependent on specific deal terms, in general, spreads are higher and loan-to-values are lower, but the lenders are continuing to complete financing agreements.  Moreover, the Company continues to assess 2009 and beyond to ensure the Company is prepared if the current credit market dislocation continues.


The retail shopping sector has been negatively affected by recent economic conditions.  These conditions have forced some weaker retailers, in some cases, to declare bankruptcy and/or close stores. Certain retailers have announced store closings even though they have not filed for bankruptcy protection. However, any of these particular store closings affecting the Company often represent a small percentage of the Company’s overall gross leasable area and the Company does not currently expect store closings to have a material adverse effect on the Company’s overall performance.


The decline in market conditions has also had a negative effect on real estate transactional activity as it relates to the acquisition and sale of real estate assets. The Company believes that the lack of real estate transactions will continue throughout 2009 which will curtail the Company’s growth in the near term.



45





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 provisions and guidance of Interpretation No. 46 (R), Consolidation of Variable Interest Entities, or meets certain criteria of a sole general partner or managing member in accordance with Emerging Issues Task Force ("EITF") Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights ("EITF 04-5").  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, marketable securities and other investments and realizability of deferred tax assets. 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 income is 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, 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 income is 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 operating real estate properties, the Company estimates the fair value of acquired tangible assets (primarily consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (primarily consisting of above and below-market leases, in-place leases and tenant relationships), assumed debt and redeemable units issued in accordance with Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations.  Based on these estimates, the Company allocates the purchase price to the applicable assets and liabilities.  The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities.  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.


Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:


 

Buildings and building improvements

 

15 to 50 years

 

Fixtures, leasehold and tenant improvements

 

Terms of leases or useful

 

(including certain identified intangible assets)

 

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 income.


Real estate under development on the Company’s Consolidated Balance Sheets represents ground-up development of neighborhood and community shopping center projects which are subsequently sold upon completion and projects which the Company may hold as long-term investments.  These assets are carried at cost.  The cost of land and buildings under development includes specifically



46





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 estimated net sales price of these assets is less than the net carrying value, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.  A gain on the sale of these assets is generally recognized using the full accrual method in accordance with the provisions of SFAS No. 66, Accounting for Real Estate Sales.


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 without interest charges) 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.


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 selective basis, obtains unsecured financing for certain joint ventures.  These unsecured financings are guaranteed by the Company with guarantees from the joint venture partners for their proportionate amounts of any guaranty payment the Company is obligated to make.  


On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.


The Company’s estimated fair values are based upon a discounted cash flow model for each specific property that includes all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates for each respective property.


Marketable Securities


The Company classifies its existing marketable equity securities as available-for-sale in accordance with the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. These securities are carried at fair market value with unrealized gains and losses reported in stockholders’ equity as a component of Accumulated other comprehensive income (“OCI”). Gains or losses on securities sold are based on the specific identification method.


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. 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 are generally 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. 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.


47





Results of Operations


Comparison 2008 to 2007


 

 

2008

 

2007

 

Increase/
(Decrease)

 

% change

 

 

(all amounts in millions)

 

 

Revenues from rental property (1)

$

758.7

$

674.5

$

84.2

 

12.5%

 

 

 

 

 

 

 

 

 

Rental property expenses: (2)

 

 

 

 

 

 

 

 

Rent

$

13.4

$

12.1

$

1.3

 

10.7%

Real estate taxes

 

98.0

 

82.5

 

15.5

 

18.8%

Operating and maintenance

 

104.7

 

89.1

 

15.6

 

17.5%

 

$

216.1

$

183.7

$

32.4

 

17.6%

 

 

 

 

 

 

 

 

 

Depreciation and amortization (3)

$

204.3

$

188.1

$

16.2

 

8.6%


(1)

Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during 2008 and 2007, providing incremental revenues of approximately $54.2 million,(ii) the completion of certain development and redevelopment projects and tenant buyouts providing incremental revenues of approximately $34.1 million for the year ended 2008 as compared to the corresponding period in 2007, partially offset by (iii) a decrease in revenues of approximately $4.1 million for the year ended December 31, 2008, as compared to the corresponding period in 2007, primarily resulting from the transfer of operating properties to various unconsolidated joint venture entities and the sale of certain properties during 2008 and 2007 and (iv)an overall occupancy decrease from the consolidated shopping center portfolio from 95.9% at December 31, 2007 to 93.2% at December 31, 2008.


(2)

Rental property expenses increased primarily due to operating property acquisitions during 2008 and 2007 which were partially offset by operating property dispositions including those transferred to various joint venture entities.


(3)

Depreciation and amortization increased primarily due to operating property acquisitions during 2008 and 2007 which were partially offset by operating property dispositions including those transferred to various joint venture entities.


Mortgage and other financing income increased $4.1 million to $18.3 million for the year ended December 31, 2008, as compared to $14.2 million for the corresponding period in 2007. This increase is primarily due to an increase in interest income from new mortgage receivables entered into during 2008 and 2007.


Management and other fee income decreased approximately $7.2 million for the year ended December 31, 2008, as compared to the corresponding period in 2007.  This decrease is primarily due to a decrease in other transaction related fees of approximately $9.1 million, recognized during the year ended December 31, 2007, partially offset by an increase in property management fees of approximately $1.9 million for the year ended December 31, 2008.  


General and administrative expenses increased approximately $14.0 million for the year ended December 31, 2008, as compared to the corresponding period in 2007. This increase is primarily due to personnel-related costs, primarily due to the growth within the Company’s co-investment programs and the overall continued growth of the Company during 2008 and 2007.  In addition, due to current economic conditions resulting in the lack of transactional activity within the real estate industry as a whole, the Company has accrued approximately $3.6 million at December 31, 2008, relating to severance costs associated with employees who have been terminated during January 2009.


Interest, dividends and other investment income increased approximately $19.9 million for the year ended December 31, 2008, as compared to the corresponding period in 2007. This increase is primarily due to (i) an increase in realized gains of approximately $2.5 million resulting from the sale of certain marketable securities during 2008 as compared to the corresponding period in 2007, (ii) an increase in interest income of approximately $16.1 million, primarily resulting from interest earned on notes acquired in 2008 and (iii) an increase in dividend income of approximately $1.2 million primarily resulting from increased investments in marketable securities during 2008.


Other expense, net decreased approximately $8.3 million to $2.2 million for the year ended December 31, 2008, as compared to $10.6 million for the corresponding period in 2007.  This decrease is primarily due to (i) a reduction in Canadian withholding tax expense relating to a 2007 capital transaction from a Canadian preferred equity investment, partially offset by (ii) the receipt of fewer shares during 2008 as compared to 2007 of Sears Holding Corp. common stock received as partial settlement of Kmart pre-petition claims and (iii) the recognition of a $7.7 million unrealized decrease in the fair value of an embedded derivative instrument relating to the convertible option of certain debt securities.



48





(Provision)/benefit for income taxes changed $45.9 million to a provision of $3.5 million for the year ended December 31, 2008, as compared to a benefit of $42.4 million for the corresponding period in 2007. This change is primarily due to (i) a tax provision of approximately $17.3 million, partially offset by a reduction of approximately $3.1 million in NOL valuation allowance from equity income recognized during 2008 in connection with the Albertson’s investment and (ii) a reduction of approximately $28.1 million of NOL valuation allowance during 2007.


Income from other real estate investments increased $8.1 million for the year ended December 31, 2008, as compared to the corresponding period in 2007.  This increase is primarily due to a gain of approximately $7.2 million during the year ended December 31, 2008, from the sale of the Company’s interest in a real estate company located in Mexico.


Equity in income of real estate joint ventures, net for the year ended December 31, 2008, was approximately $132.2 million as compared to $173.4 million for the corresponding period in 2007. This reduction of approximately $41.2 million is primarily the result of (i) a decrease in equity in income of approximately $47.1 million from the Kimco Retail Opportunity Portfolio (“KROP”) joint venture investment primarily due to a decrease in  profit participation from the sale/transfer of operating properties for the year ended December 31, 2008, as compared to the corresponding period in 2007, (ii) a decrease in equity in income of approximately $25.2 million from the KIR joint venture investment primarily resulting from fewer gains on sales of operating properties during the year ended December 31, 2008, as compared to the corresponding period in 2007, (iii) impairment charges during 2008 of approximately $11.2 million, before income tax benefit, relating to certain joint venture properties held by the KimPru joint venture that are deemed held-for-sale or were transitioned to held-for-use properties,(iv) lower gains on sale of approximately $21.3 million for 2008 as compared to 2007, partially offset by (v) an increase in equity in income of approximately $67.4 million from the Albertson’s joint venture investment primarily resulting from gains on sale of 121 properties during 2008 as compared to 2007 and (vi) growth within the Company’s other various real estate joint ventures due to additional capital investments for the acquisition of additional operating properties by ventures throughout 2007 and the year ended December 31, 2008.


During 2008, the Company sold, in separate transactions, (i) two completed merchant building projects, (ii) 21 out-parcels, (iii) a partial sale of one project and (iv) a partnership interest in one project for aggregate proceeds of approximately $73.5 million and received approximately $4.1 million of proceeds from completed earn-out requirements on three previously sold merchant building projects.  These sales resulted in gains of approximately $21.9 million, after income taxes of $14.6 million.


During 2007, the Company sold, in separate transactions, (i) four completed merchant building projects, (ii) 26 out-parcels, (iii) 74.3 acres of undeveloped land and (iv) completed partial sales of two projects, for aggregate total proceeds of approximately $310.5 million and approximately $3.3 million of proceeds from completed earn-out requirements on previously sold projects.  These transactions resulted in gains of approximately $24.1 million, after income taxes of $16.0 million.


For the year ended December 31, 2008, the Company recognized non-cash impairment charges of approximately $114.8 million, net of income tax benefit of approximately $31.1 million, of which approximately $105.1 million of these charges where taken in the fourth quarter of 2008.


Approximately $92.7 million of the total non-cash impairment charges for the year ended December 31, 2008, were due to the decline in value of certain marketable equity securities and other investments that were deemed to be other-than-temporary. Of the $92.7 million, approximately $83.1 million of these impairment charges were taken at the end of the fourth quarter of 2008 resulting from the unprecedented deterioration of the equity markets during the fourth quarter and the uncertainty of their future recoverability.


The Company recognized a non-cash impairment charge of $15.5 million against the carrying value of its investment in its unconsolidated joint ventures with PREI, reflecting an other-than-temporary decline in the fair value of its investment resulting from further significant declines in the real estate markets during the fourth quarter of 2008. Also, impairments of approximately $6.6 million were recognized on real estate development projects including Plantations Crossing located in Middleburg, FL and Miramar Town Center located in Miramar, FL. These development project impairment charges are the result of adverse changes in local market conditions and the uncertainty of their recovery in the future.


The Company will continue to assess the value of all its assets on an on-going basis.  Based on these assessments, the Company may determine that a decline in value for one or more of its investments may be other-than-temporary or permanent and would therefore write-down its cost basis accordingly.


During 2008, the Company disposed of seven operating properties and a portion of four operating properties, in separate transactions, for an aggregate sales price of approximately $73.0 million, which resulted in an aggregate gain of approximately $20.0 million.  In addition, the Company partially recognized deferred gains of approximately $1.2 million on three properties relating to their transfer and partial sale in connection with the Kimco Income Fund II transaction described below.  



49





During 2007 the Company transferred 11 operating properties to a wholly-owned consolidated entity, Kimco Income Fund II (“KIF II”), for an aggregate purchase price of approximately $278.2 million, including non-recourse mortgage debt of $180.9 million, encumbering 11 of the properties.  During 2008, the Company transferred an additional three properties for $73.9 million, including $50.6 million in non-recourse mortgage debt. During 2008 the Company sold a 26.4% non-controlling ownership interest in the entity to third parties for approximately $32.5 million, which approximated the Company’s cost.  The Company continues to consolidate this entity.


Additionally, during 2008, the Company disposed of an operating property for approximately $21.4 million.  The Company provided seller financing for approximately $3.6 million, which bears interest at 10% per annum and is scheduled to mature on May 1, 2011.  Due to the terms of this financing the Company has deferred its gain of $3.7 million from this sale.


Additionally, during 2008, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for a sales price of approximately $35.0 million. As a result of this capital transaction, the Company received approximately $3.5 million of profit participation, before minority interest of approximately $1.1 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 2007, the Company (i) disposed of six operating properties and completed partial sales of three operating properties, in separate transactions, for an aggregate sales price of approximately $40.0 million, which resulted in an aggregate net gain of approximately $6.4 million, after income taxes of approximately $1.6 million and (ii) transferred one operating property, which was acquired in the first quarter of 2007, to a joint venture in which the Company holds a 15% non-controlling ownership interest for an aggregate price of approximately $4.5 million, which represented the net book value.


Additionally, during 2007, two consolidated joint ventures in which the Company had preferred equity investments disposed of, in separate transactions, their respective properties for an aggregate sales price of approximately $66.5 million.  As a result of these capital transactions, the Company received approximately $22.1 million of profit participation, before minority interest of approximately $5.6 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.


Net income for the year ended December 31, 2008, was $249.9 million or $0.78 on a diluted per share basis as compared to $442.8 million or $1.65 on a diluted per share basis for the corresponding period in 2007. This change is primarily attributable to (i) the recognition of non-cash impairment charges aggregating approximately $121.5 million, net of income tax benefit, resulting from continuing declines in the equity securities and real estate markets, (ii) recognition of an extraordinary gain of approximately $50.3 million, net of income tax, in 2007, relating to the Albertson’s joint venture, (iii) a reduction of Equity in income of real estate joint ventures of approximately $41.2 million, primarily due to a decrease in profit participation and gain on sales of operating properties during 2008 as compared to 2007, iv) a decrease in the reduction of NOL valuation allowance and the recording of a provision from equity in income recognized during 2008 in connection with the Albertson’s investment, partially offset by (v) an increase in revenues from rental properties primarily due to acquisitions of operating properties during 2008 and 2007.


Comparison 2007 to 2006


 

 

2007

 

2006

 

Increase/
(Decrease)

 

% change

 

 

(all amounts in millions)

 

 

Revenues from rental property (1)

$

674.5

$

580.6

$

93.9

 

16.2%

 

 

 

 

 

 

 

 

 

Rental property expenses: (2)

 

 

 

 

 

 

 

 

Rent

$

12.1

$

11.5

$

0.6

 

5.2%

Real estate taxes

 

82.5

 

73.6

 

8.9

 

12.1%

Operating and maintenance

 

89.1

 

72.0

 

17.1

 

23.8%

 

$

183.7

$

157.1

$

26.6

 

16.9%

 

 

 

 

 

 

 

 

 

Depreciation and amortization (3)

$

188.1

$

137.8

$

50.3

 

36.5%


(1)

Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during 2007 and 2006, providing incremental revenues of approximately $85.5 million, (ii) an overall occupancy increase from the consolidated shopping center portfolio to 95.9% at December 31, 2007, as compared to 95.1% at December 31, 2006, due to growth in rental rates from renewing expiring leases, the completion of certain redevelopment and development projects and tenant buyouts providing incremental revenues of approximately $14.6 million for the year ended December 31, 2007, as compared to the corresponding period in 2006, offset by (iii) a decrease in revenues of approximately $6.2 million for the year ended December 31, 2007, as compared to the corresponding period in 2006, resulting from the transfer of operating properties to various unconsolidated joint venture entities, and the sale of certain properties during 2007 and 2006.



50





(2)

Rental property expenses increased primarily due to operating property acquisitions during 2007 and 2006, which were partially offset by operating property dispositions including those transferred to various joint venture entities.


(3)

Depreciation and amortization increased primarily due to operating property acquisitions during 2007 and 2006, which were partially offset by operating property dispositions including those transferred to various joint venture entities.


Mortgage and other financing income decreased $4.6 million to $14.2 million for the year ended December 31, 2007, as compared to $18.8 million for the corresponding period in 2006. This decrease is primarily due to the recognition of accretion income of approximately $6.2 million, resulting from the early prepayment of a mortgage receivable in 2006 partially offset by an overall increase in interest income on mortgage receivables entered into in 2007 and 2006.


Management and other fee income increased approximately $14.2 million for the year ended December 31, 2007, as compared to the corresponding period in 2006. This increase is primarily due to increased property management fees and other transaction related fees related to the growth in the Company’s co-investment programs.


General and administrative expenses increased approximately $27.4 million for the year ended December 31, 2007, as compared to the corresponding period in 2006. This increase is primarily due to personnel-related costs, primarily due to growth within the Company’s co-investment programs and the overall continued growth of the Company.


Interest, dividends and other investment income decreased approximately $19.6 million for the year ended December 31, 2007, as compared to the corresponding period in 2006. This decrease is primarily due to a decrease in realized gains resulting from the sale of certain marketable securities during 2007 as compared to the corresponding period in 2006.


Other (expense)/income, net decreased approximately $19.5 million to $10.6 million of an expense for the year ended December 31, 2007, as compared to $8.9 million in income for the corresponding period in 2006.  This decrease is primarily due to (i) the receipt of fewer shares during 2007 as compared to 2006 of Sears Holding Corp. common stock received as partial settlement of Kmart pre-petition claims and (ii) an increase in Canadian withholding charges on profit participation proceeds received during 2007 relating to capital transactions from a Canadian preferred equity investment.


Interest expense increased approximately $43.0 million for the year ended December 31, 2007, as compared to the corresponding period in 2006.  This increase is due to higher interest rates and higher outstanding levels of debt during the year ended December 31, 2007, as compared to 2006.


Benefit for income taxes increased $46.8 million for the year ended December 31, 2007, as compared to the corresponding period in 2006.  This increase is primarily due to the reduction of approximately $31.2 million of NOL valuation allowance and a tax benefit of approximately $10.1 million from operating losses recognized in connection with the Albertson’s investment.


Equity in income of real estate joint ventures, net increased $67.8 million to $173.4 million for the year ended December 31, 2007, as compared to $105.5 million for the corresponding period in 2006. This increase is primarily the result of (i) an increase in equity in income from the Kimco Realty Opportunity Portfolio ("KROP") joint venture investment primarily resulting from profit participation of approximately $39.3 million and gains on sale/transfer of operating properties during 2007 of which the Company’s share of gains were $12.8 million for the year ended December 31, 2007, (ii) an increase in equity in income from the Kimco Income Opportunity Portfolio ("KIR") joint venture investment primarily resulting from gains on sale of operating properties during 2007 of which the Company’s share of gains was $20.7 million for the year ended December 31, 2007, and (iii) the Company’s growth of its various other real estate joint ventures due to additional capital investments for the acquisition of additional operating properties by the ventures throughout 2007 and 2006, partially offset by net operating losses and excess cash distribution from the Albertson’s joint venture of approximately $7.9 million during 2007.


During 2007, the Company sold, in separate transactions, (i) four completed merchant building projects, (ii) 26 out-parcels, (iii) 74.3 acres of undeveloped land and (iv) completed partial sales of two projects, for aggregate total proceeds of approximately $310.5 million and approximately $3.3 million of proceeds from completed earn-out requirements on previously sold projects.  These transactions resulted in gains of approximately $24.1 million, after income taxes of $16.0 million.


As part of the Company’s ongoing analysis of its merchant building projects, the Company has determined that for two of its projects, located in Jacksonville, FL and Anchorage, AK, the recoverable value will not exceed their estimated cost.  This is primarily due to adverse changes in local market conditions and the uncertainty of their recovery in the future.  As a result, the Company has recorded an aggregate pre-tax adjustment of property carrying value on these projects for the year ended December 31, 2007, of $8.5 million, representing the excess of the carrying value of the projects over their estimated fair value.



51





During 2006, the Company sold six recently completed merchant building projects, its partnership interest in one project and 30 out-parcels, in separate transactions, for approximately $260.0 million.  These sales resulted in gains of approximately $25.1 million, after income taxes of $12.2 million.  These gains exclude approximately $1.1 million of gain relating to one project, which was deferred due to the Company’s continued ownership interest.


During 2007, the Company (i) disposed of six operating properties and completed partial sales of three operating properties, in separate transactions, for an aggregate sales price of approximately $40.0 million, which resulted in an aggregate net gain of approximately $6.4 million, after income tax of approximately $1.6 million and (ii) transferred one operating property, which was acquired in the first quarter of 2007, to a joint venture in which the Company holds a 15% non-controlling ownership interest for an aggregate price of approximately $4.5 million, which represented the net book value.


Additionally, during 2007, two consolidated joint ventures in which the Company had preferred equity investments disposed of, in separate transactions, their respective properties for an aggregate sales price of approximately $66.5 million.  As a result of these capital transactions, the Company received approximately $22.1 million of profit participation, before minority interest of approximately $5.6 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 2006, the Company disposed of (i) 28 operating properties and one ground lease for an aggregate sales price of $270.5 million, which resulted in an aggregate net gain of approximately $71.7 million, net of income taxes of $2.8 million relating to the sale of two properties, and (ii) transferred five operating properties, to joint ventures in which the Company has 20% non-controlling interests for an aggregate price of approximately $95.4 million, which resulted in a gain of approximately $1.4 million from one transferred property.


Net income for the year ended December 31, 2007 was $442.8 million or $1.65 on a diluted per share basis as compared to $428.3 million or $1.70 on a diluted per share basis for the corresponding period in 2006.  This change is primarily attributable to (i) an increase in revenues from rental properties primarily due to acquisitions of operating properties during 2007 and 2006, (ii) an increase in equity in income of real estate joint ventures achieved from profit participation and gains on sale of joint venture operating properties and additional capital investments in the Company’s joint venture programs for the acquisition of additional operating properties throughout 2007 and 2006, (iii) earnings of $75.5 million related to the Albertson’s investment monetization, partially offset by (iv) a decrease in income resulting from the sale of certain marketable securities during the corresponding period in 2006 and (v) a decrease in gains on sale of operating properties in 2007 as compared to 2006.


Tenant Concentrations


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, 2008, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Wal-Mart, which represented approximately 3.3%, 2.8%, 2.5%, 2.2% and 1.8%, 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.


Liquidity and Capital Resources


The Company’s capital resources include accessing the public debt and equity capital markets, when available, mortgage and construction loan financing and immediate access to unsecured revolving credit facilities with aggregate bank commitments of approximately $1.7 billion.


The Company’s cash flow activities are summarized as follows (in millions):


 

Year Ended December 31,

 

2008

2007

2006

Net cash flow provided by operating activities

$ 567.6

$   666.0

$  455.6

Net cash flow used for investing activities

$(781.4)

$(1,507.6)

$ (246.2)

Net cash flow provided by financing activities

$ 262.4

$   584.1

$   59.4


Operating Activities


Cash flows provided from operating activities for the year ended December 31, 2008, were approximately $567.6 million, as compared to approximately $666.0 million for the comparable period in 2007.  The change of approximately $98.4 million is primarily attributable to (i) a decrease in distributions from joint ventures resulting from a decrease of approximately $66.2 million in distributions from the Albertson’s investment during 2008 as compared to 2007 and a decrease of approximately $74.8 million in



52





distributions from other joint venture investments, primarily from the KROP joint venture investment, which was due to a decrease in profit participation from the sale/transfer of operating properties for the year ended December 31, 2008, as compared to the corresponding period in 2007, partially offset by increased cash flows due to (ii) the acquisition of properties during 2008 and 2007 and (iii) growth in rental rates from lease renewals and the completion of certain re-development and development projects.


Recently, the capital and credit markets have become increasingly volatile and constrained as a result of adverse conditions that have caused the failure and near failure of a number of large financial services companies.  If the capital and credit markets continue to experience volatility and the availability of funds remains limited, the Company will incur increased costs associated with issuing or obtaining debt.  In addition, it is possible that the Company’s ability to access the capital and credit markets may be limited by these or other factors.  Notwithstanding the foregoing, at this time the Company anticipates that cash flows from operating activities will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and dividend payments in accordance with REIT requirements in both the short term and long term.  


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.  Although the credit environment has become much more constrained since the third quarter of 2008, the Company continues to pursue opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks.  The Company has noticed a trend that the approval process from lenders has slowed, while pricing and loan-to-value ratios remain dependent on specific deal terms, in general, spreads are higher and loan-to-values are lower, but the lenders are continuing to complete financing agreements.  Moreover, the Company continues to assess 2009 and beyond to ensure the Company is prepared if the current credit market dislocation continues.


Debt maturities for 2009 consist of:  $451.9 million of consolidated debt; $756.1 million of unconsolidated joint venture debt; and $245.0 million of preferred equity debt, assuming the utilization of extension options where available.  The 2009 consolidated debt maturities are anticipated to be repaid with operating cash flows, borrowings from the Company’s credit facilities, which at December 31, 2008, the Company had approximately $1.0 billion available under these credit facilities, and debt refinancings.  The 2009 unconsolidated joint venture and preferred equity debt maturities are anticipated to be repaid through debt refinancing and partner capital contributions, as deemed appropriate.


The Company anticipates that cash on hand, borrowings under its revolving credit facilities, 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, 2008, was primarily attributable to (i) cash flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 2008 and 2007, (iii) new leasing, expansion and re-tenanting of core portfolio properties and (iv) contributions from the Company’s joint venture and Preferred Equity programs.


Investing Activities


Cash flows used for investing activities for the year ended December 31, 2008, were approximately $781.4 million, as compared to approximately $1.5 billion for the comparable period in 2007.  This decrease in cash utilization of approximately $726.3 million resulted primarily from decreases in (i) the acquisition of and improvements to operating real estate, (ii) the acquisition of and improvements to real estate under development and (iii) the Company’s investment and advances to joint ventures, partially offset by (iv) an increase in cash utilized for investments in marketable securities including the acquisition of the Valad convertible notes and equity securities during 2008 and (v) a decrease in proceeds from the sale of development properties during the 2008 as compared to the corresponding period in 2007.


Acquisitions of and Improvements to Operating Real Estate


During the year ended December 31, 2008, the Company expended approximately $266.2 million towards acquisition of and improvements to operating real estate including $68.9 million expended in connection with redevelopments and re-tenanting projects as described below.  (See Note 3 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)


The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace.  The Company anticipates its capital commitment toward these and other redevelopment projects during 2009 will be approximately $50.0 million to $80.0 million.  The funding of these capital requirements will be provided by cash flow from operating activities and availability under the Company’s revolving lines of credit.


Investments and Advances to Real Estate Joint Ventures


During the year ended December 31, 2008, the Company expended approximately $219.9 million for investments and advances to real estate joint ventures and received approximately $118.7 million from reimbursements of advances to real estate joint ventures.  (See Note 7 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)



53





Acquisitions of and Improvements to Real Estate Under Development


The Company is engaged in ground-up development projects which consist of (i) merchant building through the Company’s wholly-owned taxable REIT subsidiaries, which develop neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) U.S. ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Latin America for long-term investment (see Recent Developments - International Real Estate Investments and Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  The ground-up development projects generally have significant pre-leasing prior to the commencement of construction. As of December 31, 2008, the Company had in progress a total of 47 ground-up development projects including 11 merchant building projects, one U.S. ground-up development project, 29 ground-up development projects located throughout Mexico, three ground-up development projects located in Chile, two ground-up development projects located in Brazil and one ground-up development project located in Peru.


During the year ended December 31, 2008, the Company expended approximately $389.0 million in connection with construction costs and the purchase of land related to ground-up development projects.  The Company anticipates its capital commitment during 2009 toward these and other development projects will be approximately $150.0 million to $200.0 million.  The proceeds from the sales of completed ground-up development projects, proceeds from construction loans and availability under the Company’s revolving lines of credit are expected to be sufficient to fund these anticipated capital requirements.


Dispositions and Transfers


During the year ended December 31, 2008, the Company received net proceeds of approximately $176.3 million relating to the sale of various operating properties and ground-up development projects and approximately $32.4 million from the transfer of operating properties to various joint ventures.  (See Notes 3 and 7 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)


Financing Activities


Cash flows provided from financing activities for the year ended December 31, 2008, were approximately $262.4 million, as compared to approximately $584.1 million for the comparable period in 2007.  This decrease of approximately $321.7 million resulted primarily from the (i) decrease in proceeds provided by mortgage/construction loan financing of approximately $337.5 million, (ii) a decrease of $300.0 million in proceeds from the issuance of unsecured senior notes and (iii) the increase in dividends paid during 2008 as compared to the corresponding period in 2007, offset by (iv) an increase in borrowings under the Company’s unsecured revolving credit facilities of approximately $185.0 million and (v) a decrease in repayment of unsecured senior notes and repayments of borrowings under unsecured revolving credit facilities of approximately $187.5 million.


The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings.  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 in a manner consistent with its intention to operate with a conservative debt structure.


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 $6.1 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.  These markets have experienced extreme volatility and deterioration since the third quarter 2008.  As available, the Company will continue to access these markets. In March 2006, the Company was added to the S & P 500 Index, an index containing the stock of 500 Large Cap corporations, most of which are U.S. corporations.


The Company has a $1.5 billion unsecured U.S. revolving credit facility (the "U.S. Credit Facility") with a group of banks, which is scheduled to expire in October 2011.  The Company has a one-year extension option related to this facility. This credit facility has made available 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, including managing the Company’s debt maturities. Interest on borrowings under the U.S. Credit Facility accrues at LIBOR plus



54





0.425% and fluctuates in accordance with changes in the Company’s senior debt ratings.  As part of this U.S. Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $750.0 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.  A facility fee of 0.15% per annum is payable quarterly in arrears.  As part of the U.S. Credit Facility, the Company has a $200.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Pounds Sterling, Japanese Yen or Euros.  As of December 31, 2008, there was $675.0 million outstanding and $23.5 million in letter of credit appropriations under this credit facility. Pursuant to the terms of the U.S. Credit Facility, the Company, among other things, is subject to maintenance of various covenants. The Company is currently not in violation of these covenants. Financial covenants for the U.S. Credit Facility are as follows:


Covenant

 

Must Be

 

As of 12/31/08

Total Indebtedness to Gross Asset Value (“GAV”)

 

<60%

 

47%

Total Priority Indebtedness to GAV

 

<35%

 

11%

Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense

 

>1.75x

 

2.77x

Fixed Charge Total Adjusted EBITDA to Total Debt Service

 

>1.50x

 

2.57x

Limitation of Investments, Loans and Advances

 

<30% of GAV

 

18% of GAV


For a full description of the US Credit Facility’s covenants refer to the Credit Agreement dated as of October 25, 2007 filed in the Company’s Current Report on Form 8-K dated October 25, 2007.


The Company also has a three-year CAD $250.0 million unsecured credit facility with a group of banks.  This facility bore interest at the CDOR Rate, as defined, plus 0.45%, and was scheduled to expire in March 2008.  During October 2007, the facility was amended to modify the covenant package to conform to the Company’s U.S. Credit Facility.  The facility was further amended in January 2008, to extend the maturity date to 2011, with an additional one-year extension option, at a reduced rate of CDOR plus 0.425%, subject to change in accordance with the Company’s senior debt ratings.  This facility also permits U.S. dollar denominated borrowings.  Proceeds from this facility are used for general corporate purposes, including the funding of Canadian denominated investments.  As of December 31, 2008, there was CAD $40.0 million (approximately USD $32.7 million) outstanding balance under this credit facility.  The Canadian facility covenants are the same as the U.S. Credit Facility covenants described above.


Additionally, the Company had a three-year MXP 500.0 million unsecured revolving credit facility which bore interest at the TIIE Rate, as defined therein, plus 1.00%, subject to change in accordance with the Company’s senior debt ratings, and was scheduled to mature in May 2008.  During March 2008, the Company obtained a MXP 1.0 billion term loan, which bears interest at a rate of 8.58%, subject to change in accordance with the Company’s senior debt ratings, and is scheduled to mature in March 2013.  The Company utilized proceeds from this term loan to fully repay the outstanding balance of the MXP 500.0 million unsecured revolving credit facility, which has been terminated.  Remaining proceeds from this term loan were used for funding MXP denominated investments. As of December 31, 2008, the outstanding balance on this term loan was MXP 1.0 billion (approximately USD $73.9 million).  The Mexican term loan covenants are the same as the U.S. and Canadian Credit Facilities covenants described above.


The Company has a Medium Term Notes ("MTN") program pursuant to which it 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 Note 11 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


The Company’s supplemental indenture governing its medium term notes and senior notes contains the following covenants, all of which the Company is compliant with:


Covenant

 

Must Be

 

As of 12/31/08

Consolidated Indebtedness to Total Assets

 

<60%

 

49%

Consolidated Secured Indebtedness to Total Assets

 

<40%

 

11%

Consolidated Income Available for Debt Service to maximum Annual Service Charge

 

>1.50x

 

2.9x

Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness

 

>1.50x

 

2.1x


For a full description of the Indenture’s covenants refer to the Indenture dated September 1, 1993, First Supplemental Indenture dated August 4, 1994, the Second Supplemental Indenture dated April 7, 1995, and the Third Supplemental Indenture dated June 2, 2006, as filed with the SEC.  See Exhibits Index on page 67, for specific filing information.


During the year ended December 31, 2008, the Company repaid its $100.0 million 3.95% medium term notes, which matured on August 5, 2008, and its $25.0 million 7.2% senior notes, which matured on September 15, 2008.


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, 2008, the Company had over 390 unencumbered property interests in its portfolio.



55





During 2008, the Company (i) obtained an aggregate of approximately $16.7 million of non-recourse mortgage debt on three operating properties, (ii) assumed approximately $101.1 million of individual non-recourse mortgage debt relating to the acquisition of five operating properties, including approximately $0.8 million of fair value debt adjustments and (iii) paid off approximately $73.4 million of individual non-recourse mortgage debt that encumbered 11 operating properties.


During 2008, the Company obtained individual construction loans on three merchant building projects.  Additionally, the Company repaid a construction loan on one merchant building project. At December 31, 2008, total loan commitments on the Company’s 16 outstanding construction loans aggregated approximately $364.2 million of which approximately $268.3 million has been funded. These loans have scheduled maturities ranging from two months to 42 months and bear interest at rates ranging from 1.81% to 3.19% at December 31, 2008.  Approximately $194.0 million of the outstanding loan balance matures in 2009. These maturing loans are anticipated to be repaid with operating cash flows, borrowings under the Company’s credit facilities and additional debt financings.  In addition, the Company may pursue or exercise existing extension options with lenders where available.


During May 2006, the Company filed a shelf registration statement on Form S-3ASR, which is effective for a term of three-years, for unlimited future offerings, from time-to-time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants.


During September 2008, the Company completed a primary public stock offering of 11,500,000 shares of the Company’s common stock.  The net proceeds from this sale of common stock, totaling approximately $409.4 million (after related transaction costs of $0.6 million) were used to partially repay the outstanding balance under the Company’s U.S. revolving credit facility.  


During 2008, the Company received approximately $38.3 million through employee stock option exercises and the dividend reinvestment program.


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 increased to $469.0 million in 2008, compared to $384.5 million in 2007 and $332.6 million in 2006.


Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying dividends quarterly.  Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable instruments.  The Company’s Board of Directors declared a quarterly dividend of $0.44 per common share payable to shareholders of record on January 2, 2009, which was paid on January 15, 2009.  In addition, the Board of Directors declared a regular quarterly cash dividend of $0.44 per common share payable April 15, 2009 to shareholders of record on April 6, 2009.


Contractual Obligations and Other Commitments


The Company has debt obligations relating to its revolving credit facilities, MTNs, senior notes, mortgages and construction loans with maturities ranging from less than one year to 27 years.  As of December 31, 2008, the Company’s total debt had a weighted average term to maturity of approximately 4.5 years.  In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio.  As of December 31, 2008, the Company has 48 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 16 non-cancelable operating leases pertaining to its retail store lease portfolio.  The following table summarizes the Company’s debt maturities, excluding extension options, and obligations under non-cancelable operating leases as of December 31, 2008 (in millions):


 

2009

2010

2011

2012

2013

Thereafter

Total

 

 

 

 

 

 

 

 

Long-Term Debt-Principal  (1)

$566.7

$346.5

$1,112.8

$293.8

$599.7

$ 1,619.6

$4,539.1

Long-Term Debt- Interest(2)

$200.0

$183.4

$157.5

$141.2

$107.2

$134.5

$923.8

Operating Leases

 

 

 

 

 

 

 

Ground Leases

$ 10.9

$  8.9

$  6.7

$  6.0

$  5.3

  $ 108.7

$  146.5

Retail Store Leases

$  3.7

$  3.7

$  3.1

$  2.1

$  1.3

  $  0.5

$   14.4



56





(1)

maturities utilized do not reflect extension options, which range from six months to two years.

(2)

for loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2008.


The Company has $50.0 million of medium term notes, $130.0 million of senior unsecured notes, $6.1 of unsecured notes payable, $173.6 million of mortgage debt and $194.0 million of construction loans scheduled to mature in 2009.  The Company anticipates satisfying these maturities with a combination of operating cash flows, its unsecured revolving credit facilities, refinancing of debt, new debt issuances, when available, and the sale of completed ground-up development projects.


The Company has issued letters of credit in connection with completion and repayment guarantees for construction loans encumbering certain of the Company’s ground-up development projects and guaranty of payment related to the Company’s insurance program. These letters of credit aggregate approximately $34.3 million.


During August 2008, KimPru entered into a new $650.0 million credit facility which matures in August 2009, with the option to extend for one year, and bears interest at a rate of LIBOR plus 1.25%.  KimPru is obligated to pay down a minimum of $165.0 million, among other requirements, in order to exercise the one-year extension option.  The required pay down is expected to be sourced from property sales, other debt financings and/or capital contributions by the partners.  This facility is guaranteed by the Company with a guarantee from PREI to the Company for 85% of any guaranty payment the Company is obligated to make. Proceeds from this new credit facility were used to repay the outstanding balance of $658.7 million under an existing $1.2 billion credit facility, which was scheduled to mature in October 2008 and bore interest at a rate of LIBOR plus 0.45%. As of December 31, 2008, the outstanding balance on the new credit facility was $650.0 million.


During September 2008, a joint venture in which the Company has a non-controlling ownership interest obtained a $37.0 million mortgage loan, which is jointly and severally guaranteed by the Company and the joint venture partner, with a commitment of up to $37.0 million of which $26.9 million was outstanding as of December 31, 2008.  This loan bears interest at 6.375% and is scheduled to mature in October 2019.


During October 2008, a joint venture in which the Company has a non-controlling ownership interest entered into an extension and modification agreement for a $28.0 million term loan.  The loan is guaranteed by the Company, with a commitment of up to $28.0 million of which $28.0 million was outstanding as of December 31, 2008.  This loan bears interest at LIBOR plus 1.65%, which was 2.09% at December 31, 2008, and is scheduled to mature in March 2009. The Company is currently negotiating with lenders regarding extending or refinancing this debt.


During June 2007, the Company entered into a joint venture, in which the Company has a non-controlling ownership interest, and acquired all of the common stock of InTown Suites Management, Inc.  This investment was funded with approximately $186.0 million of new cross-collateralized non-recourse mortgage debt with a fixed interest rate of 5.59%, encumbering 35 properties, a $153.0 million three-year unsecured credit facility, with two one-year extension options, which bears interest at LIBOR plus 0.375% and is guaranteed by the Company and the assumption of $278.6 million cross-collateralized non-recourse mortgage debt with fixed interest rates ranging from 5.19% to 5.89%, encumbering 86 properties. The joint venture partner has pledged its equity interest for any guaranty payment the Company is obligated to pay.  The outstanding balance on the three-year unsecured credit facility was $147.5 million as of December 31, 2008.  The joint venture obtained an interest rate swap at 5.37% on $128.0 million of this debt.  The swap is designated as a cash flow hedge and is deemed highly effective; as such adjustments to the swaps fair value are recorded in Other comprehensive income.


During November 2007, the Company entered into a joint venture, in which the Company has a non-controlling ownership interest, to acquire a property in Houston, Texas.  This investment was funded with a $24.5 million unsecured credit facility scheduled to mature in November 2009, with a six-month extension option, which bears interest at LIBOR plus 0.375% and is guaranteed by the Company. The outstanding balance on this credit facility as of December 31, 2008, was $24.5 million.


During April 2007, the Company entered into a joint venture, in which the Company has a 50% non-controlling ownership interest to acquire a property in Visalia, CA.  Subsequent to this acquisition the joint venture obtained a $6.0 million three-year promissory note which bears interest at LIBOR plus 0.75% and has an extension option of two-years.  This loan is jointly and severally guaranteed by the Company and the joint venture partner.  As of December 31, 2008, the outstanding balance on this loan was $6.0 million.


During 2006, an entity in which the Company has a preferred equity investment, located in Montreal, Canada, obtained a non-recourse construction loan, which is collateralized by the respective land and project improvements.  Additionally, the Company has provided a guaranty to the lender and the developer partner has provided an indemnity to the Company for 25% of all debt.  As of December 31, 2008, there was CAD $89.0 million (approximately USD $72.7 million) outstanding on this construction loan.


In connection with the construction of its development projects and related infrastructure, certain public agencies require performance and surety bonds be posted to guarantee that the Company’s obligations are satisfied.  These bonds expire upon the completion of the improvements and infrastructure.  As of December 31, 2008, there were approximately $61.8 million bonds outstanding.



57





Additionally, the RioCan Venture, an entity in which the Company holds a 50% non-controlling interest, has a CAD $7.0 million (approximately USD $5.7 million) letter of credit facility.  This facility is jointly guaranteed by RioCan and the Company and had approximately CAD $4.6 million (approximately USD $3.8 million) outstanding as of December 31, 2008, relating to various development projects.  


During 2005, an entity in which the Company has a preferred equity investment obtained a CAD $24.3 million (approximately USD $19.8 million) credit facility to finance the construction of a 0.1 million square foot shopping center property located in Kamloops, B.C.  This facility bears interest at Royal Bank Prime Rate ("RBP") plus 0.5% per annum and was scheduled to mature in March 2008.  During 2008, this facility was extended to expire on February 28, 2009.  The Company and its partner in this entity each have a limited and several guarantee of CAD $7.5 million (approximately USD $6.1 million) on this facility.  As of December 31, 2008, there was CAD $22.3 million (approximately USD $18.2 million) outstanding on this facility. The Company and its partner are currently negotiating with lenders regarding extending or refinancing this debt.


During 2005, PL Retail, a joint venture in which the Company holds a 15% non-controlling interest, entered into a $39.5 million unsecured revolving credit facility, which bears interest at LIBOR plus 0.50% and was scheduled to mature in February 2008.  During 2008, the loan was extended to February 2009.  This facility is guaranteed by the Company and the joint venture partner has guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make.  As of December 31, 2008, there was $35.6 million outstanding under this facility. During February 2009, PL Retail made a principal payment of $5.6 million and obtained a one-year extension option at LIBOR plus 400 basis points for the remaining balance of $30.0 million.


Additionally, during 2005, the Company acquired three operating properties and one land parcel, through joint ventures, in which the Company holds 50% non-controlling interests. Subsequent to these acquisitions, the joint ventures obtained four individual loans aggregating $20.4 million with interest rates ranging from LIBOR plus 1.00% to LIBOR plus 3.50%.  During 2007, one of these properties was sold for a sales price of approximately $10.5 million, including the pay down of $5.0 million of debt.  These loans are scheduled to mature in May 2009, October 2009 and December 2009.  During 2008, one of the loans was increased by $2.0 million.  As of December 31, 2008, there was an aggregate of $17.4 million outstanding on these loans.  These loans are jointly and severally guaranteed by the Company and the joint venture partner.


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 operate either shopping center properties or are established for development projects.  Such arrangements are generally with third-party institutional investors, local developers and individuals. The properties owned by the joint ventures are primarily financed with individual non-recourse mortgage loans, however, the Company, on a selective basis, obtains unsecured financing for certain joint ventures.  These unsecured financings are guaranteed by the Company with guarantees from the joint venture partners for their proportionate amounts of any guaranty payment the Company is obligated to make.  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 Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  


These investments include the following joint ventures:


Venture

Kimco
Ownership
Interest

Number of
Properties

Total GLA
(in thousands)

Non-Recourse
Mortgage
Payable
(in millions)

Recourse
Notes Payable
(in millions)

Number of
Encumbered
Properties

Average
Interest
Rate

Weighted
Average
Term
(months)

 

 

 

 

 

 

 

 

 

KimPru (c)

15.00%

   123

 19,382

$2,075.7

$650.0(b)

92

4.64%

64.0

 

 

 

 

 

 

 

 

 

KIR (d)

45.00%

    62

 13,067

$1,001.0

$   -

49

5.74%

50.4

 

 

 

 

 

 

 

 

 

PL Retail (e)

15.00%

    22

  5,578

$  649.0

$ 35.6(b)

22

4.51%

14.9

 

 

 

 

 

 

 

 

 

KUBS (f)

17.89%(a)

    43

  6,175

$  759.7

$     -

43

5.62%

78.1

 

 

 

 

 

 

 

 

 

RioCan Venture (g)

50.00%

    45

  9,283

$  767.8

$     -

45

5.92%

67.0


(a)

Ownership % is a blended rate.

(b)

See Contractual Obligations and Other Commitments regarding guarantees by the Company and its joint venture partners.

(c)

Represents the Company’s joint ventures with Prudential Real Estate Investors.

(d)

Represents the Kimco Income REIT, formed in 1998.

(e)

Represents the Company’s joint venture formed from the acquisition of the Price Legacy Corporation.

(f)

Represents the Company’s joint ventures with UBS Wealth Management North American Property Fund Limited.

(g)

Represents the Company’s joint venture with RioCan Real Estate Investment Trust.



58





The Company has various other unconsolidated real estate joint ventures with varying structures.  As of December 31, 2008, these unconsolidated joint ventures had individual non-recourse mortgage loans aggregating approximately $2.8 billion and unsecured notes payable aggregating approximately $189.4 million.  The Company’s share of this debt was approximately $1.4 billion.  These loans have scheduled maturities ranging from one month to 22 years and bear interest at rates ranging from 1.19% to 10.5% at December 31, 2008.  Approximately $312.8 million of the outstanding loan balance matures in 2009.  These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing and partner capital contributions, as deemed appropriate. (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


Other Real Estate Investments


The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate properties. The Company accounts for its preferred equity investments under the equity method of accounting.  As of December 31, 2008, the Company’s net investment under the Preferred Equity Program was approximately $437.3 million relating to 231 properties. As of December 31, 2008, these preferred equity investment properties had individual non-recourse mortgage loans aggregating approximately $1.7 billion. 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 approximately $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, 2008, these properties were encumbered by third party loans aggregating approximately $428.8 million with interest rates ranging from 5.08% to 10.47% with a weighted average interest rate of 9.3% and maturities ranging from 0.4 years to 14.2 years.


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 approximately $4.0 million.  This equity investment is reported as a net investment in leveraged lease in accordance with SFAS No. 13, Accounting for Leases (as amended).  The net investment in leveraged lease reflects the original cash investment adjusted by remaining net rentals, estimated unguaranteed residual value, unearned and deferred income and deferred taxes relating to the investment.


As of December 31, 2008, 18 of these leveraged lease properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $31.2 million.  As of December 31, 2008, the remaining 12 properties were encumbered by third-party non-recourse debt of approximately $42.8 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.


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.


Global Market and Economic Conditions; Real Estate and Retail Shopping Sector


In the U.S., recent market and economic conditions have been unprecedented and challenging with tighter credit conditions and slower growth throughout 2008.  For the year ended December 31, 2008, continued concerns about the systemic impact of the availability and cost of credit, the U.S. mortgage market, inflation, energy costs, geopolitical issues and declining equity and real estate markets have contributed to increased market volatility and diminished expectations for the U.S. economy. In the third quarter, added concerns fueled by the federal government conservatorship of the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association, the declared bankruptcy of Lehman Brothers Holdings Inc., the U.S. government provided loans to American



59





International Group Inc. and other federal government interventions in the U.S. credit markets led to increased market uncertainty and instability in both U.S. and international capital and credit markets.  These conditions, combined with volatile oil prices, declining business and consumer confidence and increased unemployment have contributed to volatility of unprecedented levels and has led to the unprecedented deterioration of the U.S. and international equity markets during the fourth quarter of 2008.


Historically, real estate has been subject to a wide range of cyclical economic conditions that affect various real estate markets and geographic regions with differing intensities and at different times. Different regions of the United States have and may continue to experience varying degrees of economic growth or distress. Adverse changes in general or local economic conditions could result in the inability of some tenants of the Company to meet their lease obligations and could otherwise adversely affect the Company’s ability to attract or retain tenants. The Company’s shopping centers are typically anchored by two or more national tenants which generally offer day-to-day necessities, rather than high-priced luxury items. In addition, the Company seeks to reduce its operating and leasing risks through ownership of a portfolio of properties with a diverse geographic and tenant base.


The Company monitors potential credit issues of its tenants, and analyzes the possible effects to the financial statements of the Company and its unconsolidated joint ventures. In addition to the collectability assessment of outstanding accounts receivable, the Company evaluates the related real estate for recoverability as well as any tenant related deferred charges for recoverability, which may include straight-line rents, deferred lease costs, tenant improvements, tenant inducements and intangible assets.


The retail shopping sector has been negatively affected by recent economic conditions. These conditions may result in our tenants delaying lease commencements or declining to extend or renew leases upon expiration.   These conditions also have forced some weaker retailers, in some cases, to declare bankruptcy and/or close stores. Certain retailers have announced store closings even though they have not filed for bankruptcy protection. However, any of these particular store closings affecting the Company often represent a small percentage of the Company’s overall gross leasable area and the Company does not currently expect store closings to have a material adverse effect on the Company’s overall performance.


The decline in market conditions has also had a negative effect on real estate transactional activity as it relates to the acquisition and sale of real estate assets. The Company believes that the lack of real estate transactions will continue throughout 2009 which will curtail the Company’s growth in the near term.


New Accounting Pronouncements -


In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurement (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurement. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.  During February 2008, the FASB issued two Staff Positions that (i) partially deferred the effective date of SFAS No. 157 for one year for certain nonfinancial assets and nonfinancial liabilities and (ii) removed certain leasing transactions from the scope of SFAS No. 157. The impact of partially adopting SFAS No. 157 did not have a material impact on the Company’s financial position or results of operations.  (See footnote 15 for additional disclosure).


In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”).  SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value.  Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.  SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  The impact of adopting SFAS No. 159 did not have a material impact on the Company’s financial position or results of operations, as the Company did not elect the fair value option for its financial assets and liabilities.


In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141(R)”). The objective of this statement is to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, this statement establishes principles and requirements for how the acquirer: (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination and (iv) requires expensing of transaction costs associated with a business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date.  The impact the adoption of SFAS No. 141(R) will have on the Company’s financial position and results of operations will be dependent upon the volume of business combinations entered into by the Company.


In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” (“FAS 160”). FAS 160 establishes accounting and reporting standards that require the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled and presented in the consolidated statement of financial position within equity, but separate



60





from the parent’s equity; the amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income; changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently; when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be initially measured at fair value; and entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. The objective of the guidance is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements. FAS 160 is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited.  The impact the adoption of SFAS No. 160 will have on the Company’s financial position and results of operations will be dependent upon the volume of transactions which will specifically be impacted by this pronouncement.


In March 2008, the FASB issued FAS 161, "Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133", (“SFAS No. 161”) which amends and expands the disclosure requirements of FAS 133 to require qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 is to be applied prospectively for the first annual reporting period beginning on or after November 15, 2008, with early application encouraged.  SFAS No. 161 also encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  The adoption of SFAS No. 161 is not expected to have a material impact on the Company’s disclosures.


In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 removes the requirement under SFAS No. 142, Goodwill and Other Intangible Assets to consider whether an intangible asset can be renewed without substantial cost or material modifications to the existing terms and conditions and replaces it with a requirement that an entity consider its own historical experience in renewing similar arrangements, or a consideration of market participant assumptions in the absence of historical experience. FSP 142-3 also requires entities to disclose information that enables users of financial statements to assess the extent to which the expected future cash flows associated with the asset are affected by the entity’s intent and/or ability to renew or extend the arrangement. FSP 142-3 is effective for fiscal years beginning on or after December 15, 2008.  Earlier adoption is prohibited. The adoption of FSP 142-3 is not expected to have a material impact on the Company’s financial position and results of operations.


In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities," (“EITF 03-6-1”), which classifies unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities and requires them to be included in the computation of earnings per share pursuant to the two-class method described in SFAS No. 128, "Earnings per Share."  EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Earlier adoption is prohibited.  All prior-period earnings per share data presented are to be adjusted retrospectively. The Company’s adoption of EITF 03-6-1 is not expected to have a material impact on the Company’s financial position and results of operations.


In December 2008, the FASB issued FSP FAS 140-4 and FIN46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities, which promptly improves disclosures by public companies until the pending amendments to FASB Statement No. 140,  Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities  (“SFAS No. 140”), and FIN 46(R), are finalized and approved by the Board. The FSP amends SFAS No. 140 to require public companies to provide additional disclosures about transfers of financial assets and variable interests in qualifying special-purpose entities. It also amends FIN 46(R) to require public companies to provide additional disclosures about their involvement with variable interest entities. This FSP is effective for reporting periods ending after December 15, 2008. (See footnotes 3, 7 and 8 for additional disclosure).


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk


The Company’s primary market risk exposure is interest rate risk.  The following table presents the Company’s aggregate fixed rate and variable rate domestic and foreign debt obligations outstanding as of December 31, 2008, with corresponding weighted-average interest rates sorted by maturity date.  The table does not include extension options where available. Amounts include 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 and Mexican pesos as indicated by geographic description ($USD equivalent in millions).



61






 

2009

2010

2011

2012

2013

2014+

Total

Fair Value

U.S. Dollar
Denominated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$ 56.6

$ 17.2

$ 43.4

$ 61.3

$ 85.1

$429.7

$  693.3

$  689.6

Average Interest Rate

7.01%

8.47%

7.43%

6.53%

6.16%

6.18%

6.41%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$ 311.0

$ 107.0

$    -

$  4.3

$    -

$  0.2

$  422.5

$  411.4

Average Interest Rate

2.01%

1.97%

-

2.44%

-

3.25%

2.00%

 

 

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$180.0

$ 75.7

$357.2

$217.0

$276.6

$1,250.9

$2,357.4

$1,778.9

Average Interest Rate

6.98%

5.51%

6.31%

6.00%

5.40%

5.49%

5.76%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$  6.1

$  9.8

$675.0

$    -

$    -

$    -

$  690.9

$ 610.9

Average Interest Rate

2.94%

2.74%

0.81%

-

-

-

0.86%

 


Canadian Dollar
Denominated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$    -

$ 122.5

$    -

$    -

$ 163.4

$    -

$  285.9

$  286.8

Average Interest Rate

      -

4.45%

-

-

5.18%

-

4.87%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$    -

$    -

$ 32.7

$    -

$    -

$    -

$  32.7

$  24.5

Average Interest Rate

      -

-

2.00%

-

-

-

2.00%

 

 

 

 

 

 

 

 

 

 

Mexican Pesos Denominated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$    -

$    -

$    -

$    -

$  73.9

$    -

$  73.9

$  65.0

Average Interest Rate

-

-

-

-

8.58%

-

8.58%

 


Based on the Company’s variable-rate debt balances, interest expense would have increased by approximately $11.5 million in 2008 if short-term interest rates were 1.0% higher.


As of December 31, 2008, the Company had (i) Canadian investments totaling CAD $444.5 million (approximately USD $363.2 million) comprised of real estate joint venture investments and marketable securities, (ii) Mexican real estate investments of approximately MXP 9.4 billion (approximately USD $695.9 million), (iii) Chilean real estate investments of approximately 15.2 billion Chilean Pesos (approximately USD $24.2 million), (iv) Peruvian real estate investments of approximately 3.7 million Peruvian Nuevo Sol (approximately USD $1.2 million), (v) Brazilian real estate investments of approximately 41.6 million Brazilian Real (“BRL”) (approximately USD $17.8 million) and (vi) Australian investments in marketable securities of approximately AUD 190.2 million (approximately USD $131.4 million).  The foreign currency exchange risk has been partially mitigated, but not eliminated, through the use of local currency denominated debt.  The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes.  As of December 31, 2008, the Company has no other material exposure to market risk.


Item 8.  Financial Statements and Supplementary Data


The response to this Item 8 is included in our audited Notes to Consolidated Financial Statements, which are contained in a separate section of this annual report on Form 10-K.


Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


None.



62





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 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). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2008.


The effectiveness of our internal control over financial reporting as of December 31, 2008, 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


Bylaw Amendments -


On February 25, 2009, our Board of Directors approved amendments to the Company’s Bylaws that became effective upon adoption. The following summarizes these amendments.


Advance Notice and Indemnification Matters


·

Article II, Section 12 of the Bylaws was amended with respect to the advance notice provisions for stockholder nominations for director and stockholder business proposals. The amendments expand the information required to be disclosed by the stockholder making the nomination or proposal including, among other items, (a) information about persons controlling, or acting in concert with, such stockholder, (b) the proponent’s investment strategy or objective and any related disclosure document the proponent has provided to its investors and (c) information about the extent to which the proponent has hedged its interest in the Company.


·

Article V was amended to further clarify that subsequent amendments to Article V do not alter a director or officer’s entitlement to indemnification and advance of expenses.


Meetings of Stockholders

·

Article II, Section 2 was amended to remove the reference to the month of the annual meeting of stockholders.


·

Article II, Section 3 was amended to clarify the procedures for stockholders to request the calling of a special meeting of stockholders.  


·

Article II, Section 7 was amended to (a) provide for “householding” of notices of a meeting of stockholders, as permitted by the MGCL and the SEC’s rules applicable to delivery of stockholder proxy statements and (b) clarify the procedures for the postponement of a meeting.  


A copy of the Company’s Amended and Restated Bylaws is attached as Exhibit 3.2 to this report. The foregoing is a brief description of the amendments to the Bylaws that is qualified in its entirety by reference to the text of the Company’s Amended and Restated Bylaws, which is incorporated by reference herein.



63





Indemnification Agreement –


On February 25, 2009, our Board of Directors approved a form of Indemnification Agreement (the “Indemnification Agreement”) to be entered into between the Company and each of its executive officers, members of the Board of Directors and such other employees or consultants of the Company or any subsidiary as may be determined from time to time by our Chief Executive Officer in his discretion (each, an “Indemnitee”).


The Indemnification Agreement provides that the Company will indemnify each Indemnitee against any and all expenses, judgments, penalties, fines and amounts paid in settlement (collectively, “Losses”) actually and necessarily incurred by the Indemnitee or on his behalf, to the fullest extent permitted by law, in connection with any present or future threatened, pending or completed proceeding based upon, arising from, relating to or by reason of the Indemnitee’s status as a director, officer, employee, agent or fiduciary of the Company or any other entity the Indemnitee serves at the request of the Company. The Indemnitee will also be indemnified against all expenses actually and reasonably incurred by him in connection with a proceeding if the Indemnitee is, by reason of his service to the Company or other entity at the Company’s request, a witness in any such proceeding to which he is not a party.


No indemnification shall be made under the Indemnification Agreement on account of Indemnitee’s conduct in respect of any proceeding charging impersonal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s official capacity, in which the Indemnitee was adjudged to be liable on the basis that personal benefit was improperly received.  In addition to certain other exclusions set forth in the Indemnification Agreement, the Company will also not be obligated to make any indemnity or advance in connection with any claim made against the Indemnitee (a) for which payment has been made to the Indemnitee under any insurance policy or other indemnity provision, (b) for an accounting of short-swing profits made by Indemnitee from securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or, subject to certain exceptions, (c) prior to a change in control of the Company, in connection with any proceeding initiated by Indemnitee against the Company or its directors, officers, employees or other Indemnitees.


The Company will advance, to the extent not prohibited by law, the expenses incurred by the Indemnitee in connection with any proceeding. The Indemnification Agreement provides procedures for determining the Indemnitee’s entitlement to indemnification and advancement of expenses in the event of a claim.   The Indemnitee is required to deliver to the Company a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law has been met and a written undertaking to reimburse any expenses if it shall ultimately be established that the standard of conduct has not been met.


To the fullest extent permitted by applicable law, if the indemnification provided for in the Indemnification Agreement is unavailable to the Indemnitee for any reason, then the Company, in lieu of indemnifying and holding harmless the Indemnitee, shall pay the entire amount of Losses incurred by the Indemnitee in connection with any proceeding without requiring the Indemnitee to contribute to such payment, and the Company further waives and relinquishes any right of contribution it may have at any time against the Indemnitee. The Company shall not enter into any settlement of any proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding) unless such settlement provides for a full and final release of all claims asserted against the Indemnitee. Furthermore, the Company agrees to fully indemnify and hold harmless the Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than the Indemnitee who may be jointly liable with the Indemnitee.


A copy of the form of the Indemnification Agreement is attached as Exhibit 10.16 to this report. The foregoing is a brief description of the terms and conditions of the Indemnification Agreement that are material to the Company and is qualified in its entirety by reference to Exhibit 10.16 hereto, which is incorporated by reference herein.



64





PART III



Item 10.  Directors, Executive Officers and Corporate Governance


Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 12, 2009.


Information with respect to the Executive Officers of the Registrant follows Part I, Item 4 of this annual report on Form 10-K.


On June 11, 2008, the Company’s Chief Executive Officer submitted to the New York Stock Exchange (the "NYSE") 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 this Form 10-K 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.


If the Company makes any substantive amendments to its Code of Business Conduct and Ethics or grant any waiver, including any implicit waiver, from a provision of the Code to the Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer, the Company will disclose the nature of the amendment or waiver on its website or in a report on Form 8-K.


Item 11.  Executive Compensation


Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 12, 2009.


Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 12, 2009.


Item 13.  Certain Relationships and Related Transactions, and Director Independence


Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 12, 2009.


Item 14. Principal Accountant Fees and Services


Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 12, 2009.







65





PART IV


Item 15. Exhibits and Financial Statement Schedules

 

 

 

 

(a)

 

1.

Financial Statements  –

The following consolidated financial information is included as a separate
section of this annual report on Form 10-K.

Form10-K
Report
Page

 

 

 

 

 

 

Report of Independent Registered  Public Accounting Firm

73

 

 

 

 

 

 

Consolidated Financial Statements

 

 

 

 

 

 

 

Consolidated Balance Sheets as of  December 31, 2008 and 2007

74

 

 

 

 

 

 

Consolidated Statements of Income for the years ended
December 31, 2008, 2007 and 2006

75

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income for the years ended
December 31, 2008, 2007 and 2006

76

 

 

 

 

 

 

Consolidated Statements of Stockholders’ Equity for the years ended
December 31, 2008, 2007 and 2006

77

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the years ended
December 31, 2008, 2007 and 2006

78

 

 

 

 

 

 

Notes to Consolidated Financial Statements

79

 

 

 

 

 

 

2.

Financial Statement Schedules -

 

 

 

 

 

 

 

Schedule II -

Valuation and Qualifying Accounts

127

 

 

Schedule III -

Real Estate and Accumulated Depreciation

128

 

 

Schedule IV -

Mortgage Loans on Real Estate

144

 

 

 

 

 

 

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.

145





66





INDEX TO EXHIBITS


Exhibits

 

Form 10-K
Page

 

 

 

2.1 –

Form of Plan of Reorganization of Kimco Realty Corporation [Incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-11 No. 33-42588].

 

 

 

 

2.2 –

Agreement and Plan of Merger by and between Kimco Realty Corporation, KRC CT Acquisition Limited Partnership, KRC PC Acquisition Limited Partnership, Pan Pacific Retail Properties, Inc., CT Operating Partnership L.P., and Western/PineCreek, Ltd. dated July 9, 2006. [Incorporated by reference to Exhibit 2.1 to the Company’s Form 10-Q filed July 28, 2006].

 

 

 

 

2.3 –

Amendment No. 1 to Agreement and Plan of Merger, dated as of October 30, 2006, by and between Kimco Realty Corporation, KRC CT Acquisition  Limited Partnership, KRC PC Acquisition Limited Partnership, Pan Pacific Retail  Properties, Inc., CT Operating Partnership L.P., and Western/PineCreek, Ltd. [Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated November 3, 2006].

 

 

 

 

3.1 –

Articles of Amendment and Restatement of the Company, dated August 4, 1994 [Incorporated by reference to Exhibit 3.1 to the Company’s  Annual Report on Form 10-K for the year ended December 31, 1994].

 

 

 

 

3.1(ii) –

Articles Supplementary relating to the 8 1/2% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated July 25, 1995. [Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 (file #1-10899) the "1995 Form 10-K")].

 

 

 

 

3.1(iii) –

Articles Supplementary relating to the 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated April 9, 1996  [Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report  on Form 10-K for the year ended December 31, 1996].

 

 

 

 

3.1(iv) –

Articles Supplementary relating to the 7 1/2% Class D Cumulative Convertible Preferred Stock, par value $1.00 per share, of the Company [Incorporated by reference to Exhibit A of Annex A of the Company's and The Price REIT, Inc.'s Joint Proxy Statement/Prospectus on Form S-4 filed  May 14, 1998].

 

 

 

 

3.1(v) –

Articles Supplementary relating to the Class E Floating Rate Cumulative Preferred Stock, par value $1.00 per share, of the Company [Incorporated by reference to Exhibit B of Exhibit 4(a) of the Company’s Current Report on  Form 8-K dated June 4, 1998].

 

 

 

 

3.1(vi) –

Articles Supplementary relating to the 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated May 7, 2003 [Incorporated by reference to the Company’s filing on Form 8-A dated June 3, 2003].

 

 

 

 

3.1(vii) –

Articles Supplementary relating to the 7.75% Class G Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated October 2, 2007 [Incorporated by reference to the Company’s filing on Form 8-A12B dated October 9, 2007].

 

 

 

 

*3.2 –

Amended and Restated By-laws of the Company dated February 25, 2009.

145

 

 

 

4.1 –

Agreement of the Company pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K [Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company's Registration Statement on Form S-11 No. 33-42588].

 

 

 

 

4.2 –

Certificate of Designations [Incorporated by reference to Exhibit 4(d) to Amendment No. 1 to the Registration Statement on Form S-3 dated September 10, 1993 (the "Registration Statement", Commission File No. 33-67552)].

 




67





INDEX TO EXHIBITS (continued)


Exhibits

 

Form 10-K
Page

 

 

 

4.3 –

Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) [Incorporated by reference to Exhibit 4(a) to the Registration Statement].

 

 

 

 

4.4 –

First Supplemental Indenture, dated as of August 4, 1994. [Incorporated by reference to Exhibit 4.6 to the 1995 Form 10-K.]

 

 

 

 

4.5 –

Second Supplemental Indenture, dated as of April 7, 1995 [Incorporated by reference to Exhibit 4(a) to the Company's Current Report on Form 8-K dated April 7, 1995 (the "April 1995 8-K")].

 

 

 

 

4.6 –

Form of Medium-Term Note (Fixed Rate) [Incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 (the “2001 Form 10-K”)].

 

 

 

 

4.7 –

Form of Medium-Term Note (Floating Rate) [Incorporated by reference to Exhibit 4.7 to the 2001 Form 10-K].

 

 

 

 

4.8 –

Indenture dated April 1, 2005, between Kimco North Trust III, Kimco Realty Corporation, as Guarantor and BNY Trust Company of Canada, as Trustee [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 21, 2005].

 

 

 

 

4.9 –

Third Supplemental Indenture dated as of June 2, 2006. [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 5, 2006].

 

 

 

 

4.10 –

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 [Incorporated by reference to Exhibit 4.1 to the Company’s   Current Report on Form 8-K dated November 3, 2006 (the “November 2006 8-K”)].

 

 

 

 

4.11 –

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 [Incorporated by reference to Exhibit 4.2 to the November 2006 8-K].

 

 

 

 

4.12 –

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. [Incorporated by reference to Exhibit 4.12 to the Company’s  Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 Form 10-K”)].

 

 

 

 

4.13 –

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. [Incorporated by reference to Exhibit 4.13 to the 2006 Form 10-K].

 

 

 

 

10.1 –

Management Agreement between the Company and KC Holdings, Inc. [Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-11 No. 33-47915].

 

 

 

 

10.2 –

Amended and Restated Stock Option Plan [Incorporated by reference to Exhibit 10.3 to the 1995 Form 10-K].

 

 

 

 

10.3 –

CAD $150,000,000 Credit Agreement dated September 21, 2004, among Kimco North Trust I, North Trust II, North Trust III, North Trust V, North Trust VI, Kimco North Loan Trust IV, Kimco Realty Corporation, the Several Lenders from Time-to-Time Parties Hereto, Royal Bank of Canada, as Issuing Lender and Administrative Agent, The Bank of Nova Scotia and Bank of America, N.A., as Syndication Agents, Canadian Imperial Bank of Commerce as Documentation Agent and RBC Capital Markets, as Bookrunner and Lead Arranger [Incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K dated September 21, 2004].

 

 

 

 

10.4 –

CAD $250,000,000 Amended and Restated Credit Facility dated March 31, 2005, with Royal Bank of Canada, as Issuing Lender and Administrative Agent and various lenders [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 31, 2005].

 




68





INDEX TO EXHIBITS (continued)


Exhibits

 

Form 10-K
Page

 

 

 

10.5 –

CAD $250,000,000 Amended and Restated Credit Facility dated January 25, 2006, with Royal Bank of Canada, as Issuing Lender and Administrative Agent and various lenders.

 

 

 

 

10.6 –

$1.5 Billion Credit Agreement, dated as of October 25, 2007, among Kimco Realty Corporation, the subsidiaries of Kimco from time-to-time parties thereto, the several banks, financial institutions and other entities from time-to-time parties thereto, Bank of America, N.A., the Bank of Nova Scotia, New York Agency, and Wachovia Bank, National Association, as Syndication Agents, UBS Securities, LLC, Deutsche Bank Securities, Inc., Royal Bank of Canada and the Royal Bank of Scotland PLC, as Documentation Agents, the Bank of Tokyo-Mitsubishi UFJ, Ltd., Citicorp North America, Inc., Merrill Lynch Bank USA, Morgan Stanley Bank, Regions Bank, Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as Managing Agents, The Bank of New York, Barclays Bank PLC, Eurohypo AG New York Branch, Suntrust Bank and Wells Fargo Bank National Association, as Co-Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders thereunder.  [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 25, 2007].

 

 

 

 

10.7 –

Employment Agreement between Kimco Realty Corporation and David B. Henry, dated March 8, 2007. [Incorporated by reference to Exhibit 10.1 to the  Company’s Current Report on Form 8-K dated March 21, 2007].

 

 

 

 

10.8 –

CAD $250,000,000 Amended and Restated Credit Facility dated January 11, 2008, with Royal Bank of Canada as Issuing Lender and Administrative Agent and various lenders.  [Incorporated by reference to Exhibit 10.17 to the Company’s 2007 Form 10-K].

 

 

 

 

*10.9–

Second Amended and Restated 1998 Equity Participation Plan of Kimco Realty Corporation (restated February 25, 2009).

160

 

 

 

10.10–

Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo dated November 3, 2008.  [Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 10, 2008].

 

 

 

 

10.11–

Letter Agreement dated November 3, 2008 and Employment Agreement dated November 3, 2008 between Kimco Realty Corporation and David R. Lukes.  [Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on November 10, 2008].

 

 

 

 

10.12–

Agreement and General Release between Kimco Realty Corporation and Jerald Friedman dated November 3, 2008.  [Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on November 10, 2008].

 

 

 

 

10.13–

Amendment to Employment Agreement between Kimco Realty Corporation and David B. Henry dated December 17, 2008.  [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 7, 2009 (the “January 2009 8-K”].

 

 

 

 

10.14–

Amendment to Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo dated December 17, 2008.  [Incorporated by reference to Exhibit 10.2 to the January 2009 8-K].

 

 

 

 

10.15–

Amendment to Employment Agreement between Kimco Realty Corporation and David R. Lukes dated December 17, 2008. [Incorporated by reference to Exhibit 10.3 to the January 2009 8-K].

 

 

 

 

*10.16–

Form of Indemnification Agreement. Filed herewith as Exhibit 99.1

182

 

 

 

*10.17–

Employment Agreement between Kimco Realty Corporation and Glenn G. Cohen dated February 25, 2009. Filed herewith as Exhibit 99.2

195




69





INDEX TO EXHIBITS (continued)


Exhibits

 

Form 10-K
Page

 

 

 

*10.18–

$650 Million Credit Agreement, dated as of August 26, 2008, among PK Sale LLC, as borrower, PRK Holdings I LLC, PRK Holdings II LLC and PK Holdings III LLC, as guarantors, Kimco Realty Corporation, as guarantor, the lenders party hereto from time to time, JP Morgan Chase Bank, N.A., as Administrative Agent and Wachiovia Bank, National Association, The Bank Of Nova Scotia, as Syndication Agents Bank of America, N.A., as Co-Syndication Agents, Wells Fargo Bank, National Association and Royal Bank of Canada, as   Co-Documentation Agents. Filed herewith as Exhibit 99.3

210

 

 

 

*10.19–

1 billion MXP Credit Agreement, dated as of March 3, 2008, among KRC Mexico Acquisition, LLC, as borrower, Kimco Realty Corporation, as guarantor, and Scotiabank Inverlat, S.A., Institucio De Banca Multiple, Grupo Financiero Scotiabank Inverlat, as lender. Filed herewith as Exhibit 99.4

298

 

 

 

*12.1 –

Computation of Ratio of Earnings to Fixed Charges

397

 

 

 

*12.2 –

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

398

 

 

 

*21.1 –

Subsidiaries of the Company

399

 

 

 

*23.1 –

Consent of PricewaterhouseCoopers LLP

408

 

 

 

*31.1 –

Certification of the Company’s Chief Executive Officer, Milton Cooper, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

409

 

 

 

*31.2 –

Certification of the Company’s Chief Financial Officer, Michael V. Pappagallo, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

410

 

 

 

*32.1 –

Certification of the Company’s Chief Executive Officer, Milton Cooper, and the Company’s Chief Financial Officer, Michael V. Pappagallo, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

411


______________

*

Filed herewith.



70





SIGNATURES


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.


KIMCO REALTY CORPORATION

(Registrant)


By:

/s/ Milton Cooper

Milton Cooper

Chief Executive Officer


Dated:

February 26, 2009


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 date indicated.


Signature

 

Title

Date

 

 

 

 

/s/  Milton Cooper

 

Chairman of the Board of Directors and

February 26, 2009

Milton Cooper

 

Chief Executive Officer

 

 

 

 

 

/s/  David B. Henry

 

Vice Chairman of the Board of Directors

February 26, 2009

David B. Henry

 

and Chief Investment Officer

 

 

 

 

 

/s/  David R. Lukes

 

Chief Operating Officer

February 26, 2009

David R. Lukes

 

 

 

 

 

 

 

/s/  Michael J. Flynn

 

Director

February 26, 2009

Michael J. Flynn

 

 

 

 

 

 

 

/s/  Richard G. Dooley

 

Director

February 26, 2009

Richard G. Dooley

 

 

 

 

 

 

 

/s/  Joe Grills

 

Director

February 26, 2009

Joe Grills

 

 

 

 

 

 

 

/s/  F. Patrick Hughes

 

Director

February 26, 2009

F. Patrick Hughes

 

 

 

 

 

 

 

/s/  Frank Lourenso

 

Director

February 26, 2009

Frank Lourenso

 

 

 

 

 

 

 

/s/  Richard Saltzman

 

Director

February 26, 2009

Richard Saltzman

 

 

 

 

 

 

 

/s/  Philip Coviello

 

Director

February 26, 2009

Philip Coviello

 

 

 

 

 

 

 

/s/  Michael V. Pappagallo

 

Executive Vice President -

February 26, 2009

Michael V. Pappagallo

 

Chief Financial Officer and

 

 

 

Chief Administrative Officer

 

 

 

 

 

/s/  Glenn G. Cohen

 

Senior Vice President -

February 26, 2009

Glenn G. Cohen

 

Treasurer and

 

 

 

Chief Accounting Officer

 

 

 

 

 

/s/  Paul Westbrook

 

Director of Accounting

February 26, 2009

Paul Westbrook

 

 

 



71





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

73

 

 

Consolidated Financial Statements and Financial Statement Schedules:

 

 

 

Consolidated Balance Sheets as of December 31, 2008 and 2007

74

 

 

Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006

75

 

 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2008, 2007 and 2006

76

 

 

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2008, 2007 and 2006

77

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006

78

 

 

Notes to Consolidated Financial Statements

79

 

 

Financial Statement Schedules:

 

 

 

II.

Valuation and Qualifying Accounts

127

III.

Real Estate and Accumulated Depreciation

128

IV.

Mortgage Loans on Real Estate

144






72





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 (collectively, the "Company") at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, 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, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included 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, 2009




73





KIMCO REALTY CORPORATION AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 (in thousands, except share information)


 

 

 

December 31,

 

December 31,

 

 

 

2008

 

2007

 Assets:

 

 

 

 

 Real Estate

 

 

 

 

 

 Rental property

 

 

 

 

 

      Land

$

1,395,645

$

1,262,879

 

      Building and improvements

 

5,454,296

 

4,917,750

 

 

 

6,849,941

 

6,180,629

 

      Less, accumulated depreciation and amortization

 

1,159,664

 

977,444

 

 

 

5,690,277

 

5,203,185

 

 Real estate under development

 

968,975

 

1,144,406

 

      Real estate, net

 

6,659,252

 

6,347,591

 

 Investments and advances in real estate joint ventures

 

1,161,382

 

1,246,917

 

 Other real estate investments

 

566,324

 

615,016

 

 Mortgages and other financing receivables

 

181,992

 

153,847

 

 Cash and cash equivalents

 

136,177

 

87,499

 

 Marketable securities

 

258,174

 

212,988

 

 Accounts and notes receivable

 

97,702

 

88,017

 

 Deferred charges and prepaid expenses

 

122,481

 

121,690

 

 Other assets

 

213,663

 

224,251

 Total assets

$

9,397,147

$

9,097,816

 

 

 

 

 

 

 Liabilities & Stockholders' Equity:

 

 

 

 

 

 Notes payable

$

3,440,818

$

3,131,765

 

 Mortgages payable

 

847,491

 

838,736

 

 Construction loans payable

 

268,337

 

245,914

 

 Accounts payable and accrued expenses

 

151,241

 

161,526

 

 Dividends payable

 

131,097

 

112,052

 

 Other liabilities  

 

237,577

 

265,090

 Total liabilities

 

5,076,561

 

4,755,083

 

 Minority interests

 

345,240

 

448,159

 

 Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 Stockholders' equity:

 

 

 

 

 

 Preferred Stock , $1.00 par value, authorized 3,232,000 shares

 

 

 

 

 

 Class F Preferred Stock, $1.00 par value, authorized 700,000  shares

 

700

 

700

 

      Issued and outstanding 700,000 shares

 

 

 

 

 

      Aggregate liquidation preference $175,000

 

 

 

 

 

 Class G Preferred Stock, $1.00 par value, authorized 184,000 shares

 

184

 

184

 

      Issued and outstanding 184,000 shares

 

 

 

 

 

      Aggregate liquidation preference $460,000  

 

 

 

 

 

Common stock, $.01 par value, authorized 750,000,000 shares

 

 

 

 

 

      Issued 271,080,525 and 253,350,144 shares; outstanding 271,080,525 and 252,803,564, respectively.

 

2,711

 

2,528

 

 Paid-in capital

 

4,217,806

 

3,677,509

 

 Retained earnings/(cumulative distributions in excess of net income)

 

(58,162)

 

180,005

 

 

 

4,163,239

 

3,860,926

 

 Accumulated other comprehensive income

 

(187,893)

 

33,648

 Total stockholders' equity

 

3,975,346

 

3,894,574

 Total liabilities and stockholders' equity

$

9,397,147

$

9,097,816


The accompanying notes are an integral part of these consolidated financial statements.




74





KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended  2008, 2007 and 2006

(in thousands, except per share data)


 

 

Year Ended December 31,

 

 

2008

 

2007

 

2006

Revenues from rental property

$

758,704 

$

674,534 

$

580,551 

Rental property expenses:

 

 

 

 

 

 

 

   Rent

 

(13,367)

 

(12,131)

 

(11,531)

 

   Real estate taxes

 

(98,005)

 

(82,508)

 

(73,622)

 

   Operating and maintenance

 

(104,698)

 

(89,098)

 

(71,974)

Mortgage and other financing income

 

18,333 

 

14,197 

 

18,816 

Management and other fee income

 

47,666 

 

54,844 

 

40,684 

Depreciation and amortization

 

(204,310)

 

(188,063)

 

(137,820)

General and administrative expenses

 

(117,879)

 

(103,882)

 

(76,519)

Interest, dividends and other investment income

 

56,119 

 

36,238 

 

55,817 

Other (expense)/income, net

 

(2,208)

 

(10,550)

 

8,932 

Interest expense

 

(212,591)

 

(213,086)

 

(170,079)

 

Income from continuing operations before income taxes, income  

 

 

 

 

 

 

 

from other real estate investments, equity in income of joint ventures,

 

 

 

 

 

 

 

minority interests in income, gain on sale of development properties

 

 

 

 

 

 

 

and impairments

 

127,764 

 

80,495 

 

163,255 

Benefit/(provision) for income taxes

 

(3,542)

 

42,372 

 

(4,387)

Income from other real estate investments

 

86,643 

 

78,524 

 

77,062 

Equity in income of joint ventures, net

 

132,208 

 

173,362 

 

105,525 

Minority interests in income, net

 

(26,832)

 

(34,251)

 

(26,246)

Gain on sale of development properties,

 

 

 

 

 

 

 

net of tax of $14,626, $16,040 and  $12,155, respectively

 

21,939 

 

24,059 

 

25,121 

Impairments:

 

 

 

 

 

 

 

Property carrying values,

 

 

 

 

 

 

 

net of tax benefit of $5,445, $3,400 and $0, respectively and minority interests

 

(6,557)

 

(5,100)

 

 

Marketable equity securities & other equity investments,

 

 

 

 

 

 

 

net of tax benefit of $25,697, $2,118 and $0, respectively

 

(92,719)

 

(3,178)

 

 

Investments in real estate joint ventures

 

(15,500)

 

 

 

 

    Income from continuing operations

 

223,404 

 

356,283 

 

340,330 

Discontinued operations:

 

 

 

 

 

 

 

Income from discontinued operating properties

 

6,577 

 

35,608 

 

16,352 

 

Minority interests in income

 

(1,281)

 

(5,740)

 

(1,504)

 

Loss on operating properties held for sale/sold

 

(598)

 

(1,832)

 

(1,421)

 

Gain on disposition of operating properties, net of tax

 

20,018 

 

5,538 

 

72,042 

 

    Income from discontinued operations

 

24,716 

 

33,574 

 

85,469 

Gain on transfer of operating properties

 

1,195 

 

 

1,394 

Gain on sale of operating properties, net of tax

 

587 

 

2,708 

 

1,066 

 

    Total gain on transfer or sale of operating properties, net of tax

 

1,782 

 

2,708 

 

2,460 

 

    Income before extraordinary item

 

249,902 

 

392,565 

 

428,259 

Extraordinary gain from joint venture resulting from purchase price

 

 

 

 

 

 

 

 allocation, net of tax and minority interest

 

 

50,265 

 

 

    Net income

 

249,902 

 

442,830 

 

428,259 

 

Preferred stock dividends

 

(47,288)

 

(19,659)

 

(11,638)

 

    Net income available to common shareholders

$

202,614 

$

423,171 

$

416,621 

Per common share:

 

 

 

 

 

 

 

Income from  continuing operations:

 

 

 

 

 

 

 

     -Basic

$

0.69 

$

1.35 

$

1.38 

 

     -Diluted

$

0.69 

$

1.32 

$

1.35 

 

Net income :

 

 

 

 

 

 

 

     -Basic

$

0.79 

$

1.68 

$

1.74 

 

     -Diluted

$

0.78 

$

1.65 

$

1.70 

Weighted average shares:

 

 

 

 

 

 

 

     -Basic

 

257,811 

 

252,129 

 

239,552 

 

     -Diluted

 

258,843 

 

257,058 

 

244,615 


The accompanying notes are an integral part of these consolidated financial statements.




75





KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)



 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

2008

 

2007

 

2006

 

 

 

 

 

 

 

Net income

$

249,902 

$

442,830 

$

428,259 

Other comprehensive income:

 

 

 

 

 

 

    Change in unrealized loss on marketable securities

 

(71,535)

 

(25,803)

 

(26,467)

    Change in unrealized loss on interest rate swaps

 

(170)

 

(176)

 

    Change in unrealized gain/(loss) on foreign currency hedge agreements

 

 

(1,294)

 

143 

    Change in foreign currency translation adjustment

 

(149,836)

 

15,696 

 

2,503 

 

 

 

 

 

 

 

Other comprehensive income

 

(221,541)

 

(11,577)

 

(23,821)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

$

28,361 

$

431,253 

$

404,438 

































The accompanying notes are an integral part of these consolidated financial statements.




76




KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Years Ended December 31, 2008, 2007 and 2006

(in thousands, except per share information)


 

 

 

 

 

Paid-in Capital

 

Retained Earnings /
(Cumulative
Distributions
in Excess of
Net Income)

 

Accumulated
Other
Comprehensive
Income

 

Total
Stockholders'
Equity

 

Preferred Stock

 

Common Stock

 

 

Issued

 

Amount

 

Issued

 

Amount

 

Balance, January 1, 2006

700

$

700

 

228,059

$

2,281

$

2,255,332

$

59,855

$

69,046

$

2,387,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Net income

 

 

 

 

 

 

 

 

 

 

428,259

 

 

 

428,259

    Dividends ($1.38 per common share; $1.6625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Class F Depositary Share, respectively)

 

 

 

 

 

 

 

 

 

 

(347,605)

 

 

 

(347,605)

    Issuance of common stock

 

 

 

 

20,614

 

206

 

870,465

 

 

 

 

 

870,671

    Exercise of common stock options

 

 

 

 

2,197

 

22

 

42,007

 

 

 

 

 

42,029

    Amortization of stock option expense

 

 

 

 

 

 

 

 

10,212

 

 

 

 

 

10,212

    Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

(23,821)

 

(23,821)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2006

700

 

700

 

250,870

 

2,509

 

3,178,016

 

140,509

 

45,225

 

3,366,959

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Net income

 

 

 

 

 

 

 

 

 

 

442,830

 

 

 

442,830

    Dividends ($1.52 per common share; $1.6625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class F Depositary Share,  and $.4359 per

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class G share, respectively)

 

 

 

 

 

 

 

 

 

 

(403,334)

 

 

 

(403,334)

    Issuance of common stock

 

 

 

 

50

 

1

 

2,413

 

 

 

 

 

2,414

    Exercise of common stock options

 

 

 

 

1,884

 

18

 

40,546

 

 

 

 

 

40,564

Issuance of Class G Preferred Stock

184

 

184

 

 

 

 

 

444,283

 

 

 

 

 

444,467

    Amortization of stock option expense

 

 

 

 

 

 

 

 

12,251

 

 

 

 

 

12,251

    Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

(11,577)

 

(11,577)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2007

884

 

884

 

252,804

 

2,528

 

3,677,509

 

180,005

 

33,648

 

3,894,574

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Net income

 

 

 

 

 

 

 

 

 

 

249,902

 

 

 

249,902

    Dividends ($1.64 per common share; $1.6625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class F Depositary Share,  and $1.9375 per

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class G share, respectively)

 

 

 

 

 

 

 

 

 

 

(488,069)

 

 

 

(488,069)

    Issuance of common stock

 

 

 

 

16,391

 

164

 

486,709

 

 

 

 

 

486,873

    Exercise of common stock options

 

 

 

 

1,886

 

19

 

41,330

 

 

 

 

 

41,349

    Amortization of stock option expense

 

 

 

 

 

 

 

 

12,258

 

 

 

 

 

12,258

    Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

(221,541)

 

(221,541)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2008

884

$

884

 

271,081

$

2,711

$

4,217,806

$

(58,162)

$

(187,893)

$

3,975,346


The accompanying notes are an integral part of these consolidated financial statements.


77





KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


 

 

Year Ended December 31,

 

 

2008

 

2007

 

2006

Cash flow from operating activities:

 

 

 

 

 

 

  Net income

$

249,902

$

442,830

$

428,259

  Adjustments to reconcile net income to net cash provided

 

 

 

 

 

 

           by operating activities:

 

 

 

 

 

 

    Depreciation and amortization

 

206,518

 

191,270

 

144,767

    Extraordinary item

 

-

 

(50,265)

 

-

    Loss on operating properties held for sale/sold/transferred

 

598

 

1,832

 

1,421

    Impairment charges

 

147,529

 

8,500

 

-

    Gain on sale of development properties

 

(36,565)

 

(40,099)

 

(37,276)

    Gain on sale/transfer of operating properties

 

(21,800)

 

(9,800)

 

(77,300)

    Minority interests in income of partnerships, net

 

26,502

 

39,992

 

27,751

    Equity in income of  joint ventures, net

 

(132,208)

 

(173,363)

 

(106,930)

    Income from other real estate investments

 

(79,099)

 

(64,046)

 

(54,494)

    Distributions from joint ventures

 

261,993

 

403,032

 

152,099

    Cash retained from excess tax benefits

 

(1,958)

 

(2,471)

 

(2,926)

    Change in accounts and notes receivable

 

(9,704)

 

(4,876)

 

(17,778)

    Change in accounts payable and accrued expenses

 

(1,983)

 

1,361

 

38,619

    Change in other operating assets and liabilities

 

(42,126)

 

(77,908)

 

(40,643)

          Net cash flow provided by operating activities

 

567,599

 

665,989

 

455,569

Cash flow from investing activities:

 

 

 

 

 

 

    Acquisition of and improvements to operating real estate

 

(266,198)

 

(1,077,202)

 

(547,001)

    Acquisition of and improvements to real estate under development

 

(388,991)

 

(640,934)

 

(619,083)

    Investment in marketable securities

 

(263,985)

 

(55,235)

 

(86,463)

    Proceeds from sale of marketable securities

 

52,427

 

35,525

 

83,832

    Proceeds from transferred operating/development properties

 

32,400

 

69,869

 

1,186,851

    Investments and advances to real estate joint ventures

 

(219,913)

 

(413,172)

 

(472,666)

    Reimbursements of advances to real estate joint ventures

 

118,742

 

293,537

 

183,368

    Other real estate investments

 

(77,455)

 

(192,890)

 

(254,245)

    Reimbursements of advances to other real estate investments

 

71,762

 

87,925

 

74,677

    Investment in mortgage loans receivable

 

(68,908)

 

(97,592)

 

(154,894)

    Collection of mortgage loans receivable

 

54,717

 

94,720

 

125,003

    Other investments

 

(25,466)

 

(26,688)

 

(123,609)

    Reimbursements of other investments

 

23,254

 

55,361

 

16,113

    Settlement of net investment hedges

 

-

 

-

 

(953)

    Proceeds from sale of operating properties

 

120,729

 

59,450

 

110,404

    Proceeds from sale of development properties

 

55,535

 

299,715

 

232,445

           Net cash flow used for investing activities

 

(781,350)

 

(1,507,611)

 

(246,221)

Cash flow from financing activities:

 

 

 

 

 

 

    Principal payments on debt, excluding

 

 

 

 

 

 

       normal amortization of rental property debt

 

(88,841)

 

(82,337)

 

(61,758)

    Principal payments on rental property debt

 

(14,047)

 

(14,014)

 

(11,062)

    Principal payments on construction loan financings

 

(30,814)

 

(78,295)

 

(79,399)

    Proceeds from mortgage/construction loan financings

 

76,025

 

413,488

 

174,087

    Borrowings under unsecured credit facilities

 

812,329

 

627,369

 

317,661

    Repayment of borrowings under unsecured revolving credit facilities

 

(281,056)

 

(343,553)

 

(653,219)

    Proceeds from issuance of unsecured senior notes

 

-

 

300,000

 

478,947

    Repayment of unsecured senior notes

 

(125,000)

 

(250,000)

 

(185,000)

    Financing origination costs

 

(3,300)

 

(10,819)

 

(11,442)

    Redemption of minority interests in real estate partnerships

 

(66,803)

 

(80,972)

 

(31,554)

    Dividends paid

 

(469,024)

 

(384,502)

 

(332,552)

    Cash retained from excess tax benefits

 

1,958

 

2,471

 

2,926

    Proceeds from issuance of stock

 

451,002

 

485,220

 

451,809

            Net cash flow provided by financing activities

 

262,429

 

584,056

 

59,444

        Change in cash and cash equivalents

 

48,678

 

(257,566)

 

268,792

Cash and cash equivalents, beginning of year

 

87,499

 

345,065

 

76,273

Cash and cash equivalents, end of year

$

136,177

$

87,499

$

345,065

Interest paid during the year (net of capitalized interest

 

 

 

 

 

 

    of $28,753, $25,505 and $22,741, respectively)

$

217,629

$

215,121

$

153,664

Income taxes paid during the year

$

29,652

$

14,292

$

9,350


The accompanying notes are an integral part of these consolidated financial statements.






78




KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Amounts relating to the number of buildings, square footage, tenant and occupancy data and estimated project costs are unaudited.


1.  Summary of Significant Accounting Policies:


Business


Kimco Realty Corporation (the "Company" or "Kimco"), its subsidiaries, 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 taxable REIT subsidiaries, is engaged in various retail real estate related opportunities including (i) merchant building through its wholly-owned taxable REIT subsidiaries(“TRS”), which are primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate advisory and disposition services which primarily focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers and (iii) acting as an agent or principal in connection with tax deferred exchange transactions.


The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any single property and a large tenant base.  At December 31, 2008, the Company's single largest neighborhood and community shopping center accounted for only 1.0% of the Company's annualized base rental revenues and only 0.9% of the Company’s total shopping center gross leasable area ("GLA").  At December 31, 2008, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Wal-Mart, which represented approximately 3.3%, 2.8%, 2.5%, 2.2% and 1.8%, 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, development, management and operation of retail shopping centers, including complementary services that capitalize on the Company’s established retail real estate expertise.  The Company 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 the Company, its subsidiaries, all of 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 in accordance with the provisions and guidance of Interpretation No. 46(R), Consolidation of Variable Interest Entities ("FIN 46(R)") or meets certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force ("EITF") Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights ("EITF 04-5").  All intercompany 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, the assessment of impairments of real estate and related intangible assets and liabilities,



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



equity method investments, marketable securities and other investments, as well as, depreciable lives, revenue recognition, the collectability of trade accounts receivable and the realizability of deferred tax assets.  Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could differ from these estimates.


Minority Interests


Minority 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 variable interest entity in accordance with the provisions and guidance of FIN 46(R).


Minority interests also include partnership units issued from consolidated subsidiaries of the Company in connection with certain property acquisitions.  These units have a stated redemption value or a redemption amount based upon the Adjusted Current Trading Price, as defined, of the Company’s common stock ("Common Stock") and provide 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.  The Company typically has the option to settle redemption amounts in cash or Common Stock for the issuance of convertible units.  The Company evaluates the terms of the partnership units issued in accordance with Statement of Financial Accounting Standards ("SFAS") No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, and EITF D-98, Classification and Measurement of Redeemable Securities, to determine if the units are mandatorily redeemable and as such accounts for them accordingly.


The acquisitions of minority interests, through the redemption of redeemable units, for shares of Common Stock are recorded under the purchase method at the fair market value of the Common Stock on the date of acquisition. The acquisition amounts are allocated to the underlying total assets of the Company based on their estimated fair values.


Real Estate


Real estate assets are stated at cost, less accumulated depreciation and amortization. If there is an event or a change in circumstances that indicates that the basis of a property (including any related amortizable intangible assets or liabilities) may not be recoverable, then management will assess any impairment in value by making a comparison of (i) the current and projected operating cash flows (undiscounted and without interest charges) of the property over its estimated holding period, and (ii) the net carrying amount of the property.  If the current and projected operating cash flows (undiscounted and without interest charges) are less than the carrying value of the property, the carrying value would be adjusted to an amount 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, net of selling costs. If, in management’s opinion, the net sales price of the asset is less than the net book value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.


Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships), assumed debt and redeemable units issued in accordance with SFAS No. 141, Business Combinations ("SFAS No. 141"), at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the initial purchase price to the applicable assets and liabilities. As final 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.  The allocations are finalized within twelve months of the acquisition date.


The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities.  The fair value of the tangible assets of an acquired property considers the value of the property "as-if-vacant".  The fair value reflects the depreciated replacement cost of the permanent assets, with no trade fixtures included.



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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 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.  Mortgage debt premiums are amortized into interest expense over the remaining term of the related debt instrument.  Unit discounts and premiums are amortized into Minority 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.  In estimating the value of tenant relationships, management considers the nature and extent of the existing tenant relationship, the expectation of lease renewals, growth prospects and tenant credit quality, among other factors.  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

 

15 to 50 years

 

Fixtures, leasehold and tenant improvements

 

Terms of leases or useful

 

(including certain identified intangible assets)

 

lives, whichever is shorter


Expenditures for maintenance and repairs are charged to operations as incurred.  Significant renovations and replacements, which improve and extend the life of the asset, are capitalized.  The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.


Real Estate Under Development


Real estate under development represents both the ground-up development of neighborhood and community shopping center projects which are 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 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 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.



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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’s exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments. The Company, on a selective basis, obtains unsecured financing for certain joint ventures.  These unsecured financings are guaranteed by the Company with guarantees from the joint venture partners for their proportionate amounts of any guaranty payment the Company is obligated to make.  


On a continuous basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.


The Company’s estimated fair values are based upon a discounted cash flow model for each specific property that includes all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates for each respective property.


Other Real Estate Investments


Other real estate investments primarily consist of preferred equity investments for which the Company provides capital to developers and owners 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.


The Company’s estimated fair values are based upon a discounted cash flow model for each specific property that includes all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates for each respective property.


Mortgages and Other Financing Receivables


Mortgages and other financing receivables consist of loans acquired and loans originated by the Company.  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 evaluates the collectability of both interest and principal on each loan to determine whether it is impaired.  A loan is considered to be impaired, when based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms.  When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the value of the underlying collateral if the loan is collateralized.  Interest income on performing loans is accrued as earned.  Interest income on impaired loans is recognized on a cash basis.



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Cash and Cash Equivalents


Cash and cash equivalents (demand deposits in banks, commercial paper and certificates of deposit with original maturities of three months or less) includes tenants' security deposits, escrowed funds and other restricted deposits approximating $12.5 million and $6.7 million for the years ended December 31, 2008 and 2007, respectively.


Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S. federal government insured.  Recoverability of investments is dependent upon the performance of the issuers.


Marketable Securities


The Company classifies its existing marketable equity securities as available-for-sale in accordance with the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities.  These securities are carried at fair market value with unrealized gains and losses reported in stockholders’ equity as a component of Accumulated other comprehensive income ("OCI"). Gains or losses on securities sold are based on the specific identification method.


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.  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 are generally 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.  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 over the terms of the related leases or debt agreements, as applicable.  Such capitalized costs include salaries and related costs of personnel directly involved in successful leasing efforts.


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 partial non-controlling 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 SFAS No. 66, Accounting for Sales of Real Estate ("SFAS No. 66"), provided that various criteria relating to the terms of sale and subsequent involvement by the Company with the properties are met.



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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 SFAS No. 66.


The Company makes estimates of the uncollectability of its accounts receivable related to base rents, 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 income is 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 in entities which elect to be treated as taxable subsidiaries under the Code.  As such, the Company is subject to federal and state income taxes on the income from these activities.


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.


Foreign Currency Translation and Transactions


Assets and liabilities of the Company’s foreign operations are translated using year-end exchange rates, and revenues and expenses are translated using exchange rates as determined throughout the year.  Gains or losses resulting from translation are included in OCI, as a separate component of the Company’s stockholders’ equity.  Gains or losses resulting from foreign currency transactions are translated to local currency at the rates of exchange prevailing at the dates of the transactions.  The effect of the transactions gain or loss is included in the caption Other income, net in the Consolidated Statements of Income.


Derivative/Financial Instruments


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.  In addition, the fair value adjustments will be recorded in either stockholders’ equity or earnings in the current period based on the designation of the derivative.  The effective portions of changes in fair value of cash flow hedges are reported in OCI and are subsequently reclassified into earnings when the hedged item affects earnings.  Changes in the fair value of foreign currency hedges that are designated and effective as net investment hedges are included in the cumulative translation component of OCI to the extent they are economically effective and are subsequently reclassified to earnings when the hedged investments are sold or otherwise disposed of.  The changes in fair value of derivative instruments which are not designated as hedging instruments and the ineffective portions of hedges are recorded in earnings for the current period.


The Company utilizes derivative financial instruments to reduce exposure to fluctuations in interest rates, foreign currency exchange rates and market fluctuations on equity securities.  The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities.  The Company has not entered, and does not plan to enter, into financial instruments for trading or speculative purposes.  Additionally, the



84



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Company has a policy of only entering into derivative contracts with major financial institutions.  The principal financial instruments used by the Company are interest rate swaps, foreign currency exchange forward contracts, cross-currency swaps and warrant contracts.  These derivative instruments were designated and qualified as cash flow, fair value or foreign currency hedges (see Note 16).


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):


 

2008

 

2007

 

2006

Computation of Basic Earnings Per Share:

 

 

 

 

 

Income from continuing operations before extraordinary gain

$  223,404

 

$  356,283

 

$  340,330

Gain on transfer of operating properties

1,195

 

 -

 

1,394

Gain on sale of operating properties, net of tax

       587

 

     2,708

 

     1,066

Preferred stock dividends

   (47,288)

 

   (19,659)

 

   (11,638)

Income from continuing operations before extraordinary gain applicable to
common shares


177,898

 


339,332

 


   331,152

Income from discontinued operations

    24,716

 

    33,574

 

    85,469

Extraordinary gain

         -

 

    50,265

 

         -

Net income applicable to common shares

$  202,614

 

$  423,171

 

$  416,621

Weighted average common shares outstanding

   257,811

 

   252,129

 

   239,552

Basic Earnings Per Share:

 

 

 

 

 

Income from continuing operations before extraordinary gain

$    0.69

 

$    1.35

 

$    1.38

Income from discontinued operations

     0.10

 

     0.13

 

     0.36

Extraordinary gain

        -

 

     0.20

 

        -

Net income

$    0.79

 

$    1.68

 

$    1.74

 

 

 

 

 

 

Computation of Diluted Earnings Per Share:

 

 

 

 

 

Income from continuing operations before extraordinary gain
applicable to common shares


$  177,898

 


$  339,332

 


$  331,152

Distributions on convertible units (a)

        18

 

         -

 

         -

Income from continuing operations for diluted earnings per share

   177,916

 

   339,332

 

   331,152

Income from discontinued operations

    24,716

 

    33,574

 

    85,469

Extraordinary gain

         -

 

    50,265

 

         -

Net income for diluted earnings per common share

$  202,632

 

$  423,171

 

$  416,621

Weighted average common shares outstanding – Basic

257,811

 

252,129

 

239,552

Effect of dilutive securities:

 

 

 

 

 

Stock options/deferred stock awards

       999

 

     4,929

 

     5,063

Assumed conversion of convertible units (a)

        33

 

         -

 

         -

Shares for diluted earnings per common share

258,843

 

257,058

 

244,615

Diluted Earnings Per Share:

 

 

 

 

 

Income from continuing operations before extraordinary gain

$    0.69

 

$    1.32

 

$    1.35

Income from discontinued operations

     0.09

 

     0.13

 

     0.35

Extraordinary gain

        -

 

     0.20

 

        -

Net income

$    0.78

 

$    1.65

 

$    1.70


(a)

The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Income from continuing operations before extraordinary gain per share.  Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per share calculations.


In addition, there were approximately 13,731,767,  3,017,400, and 71,250, stock options that were anti-dilutive as of December 31, 2008, 2007 and 2006, respectively.



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Stock Compensation


The Company maintains an equity participation plan (the “Plan”) pursuant to which a maximum of 47,000,000 shares of the Company’s common stock may be issued for qualified and non-qualified options and restricted stock grants.  Unless otherwise determined by the Board of Directors at its sole discretion, options granted under the Plan 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 vest 100% on the fourth or fifth anniversary of the grant.  In addition, the Plan provides 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 stock options in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”). SFAS 123R requires that all share based payments to employees, including grants of employee stock options, be recognized in the statement of operations over the service period based on their fair values. Fair value is determined using the Black-Scholes option pricing formula, intended to estimate the fair value of the awards at the grant date. (See footnote 21 for additional disclosure on the assumptions and methodology.)


New Accounting Pronouncements


In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurement (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurement. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.  During February 2008, the FASB issued two Staff Positions that (i) partially deferred the effective date of SFAS No. 157 for one year for certain nonfinancial assets and nonfinancial liabilities and (ii) removed certain leasing transactions from the scope of SFAS No. 157.  The impact of partially adopting SFAS No. 157 did not have a material impact on the Company’s financial position or results of operations.  (See footnote 15 for additional disclosure).


In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”).  SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value.  Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.  SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  The impact of adopting SFAS No. 159 did not have a material impact on the Company’s financial position or results of operations, as the Company did not elect the fair value option for its financial assets and liabilities.


In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141(R)”). The objective of this statement is to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, this statement establishes principles and requirements for how the acquirer: (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination and (iv) requires expensing of transaction costs associated with a business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date.  The impact the adoption of SFAS No. 141(R) will have on the Company’s financial position and results of operations will be dependent upon the volume of business combinations entered into by the Company.


In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” (“FAS 160”). FAS 160 establishes accounting and reporting standards that require the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity; the amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income; changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently; when a subsidiary is deconsolidated, any retained non-controlling equity investment in the



86



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



former subsidiary be initially measured at fair value; and entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. The objective of the guidance is to improve the relevance, comparability and transparency of the financial information that a reporting entity provides in its consolidated financial statements. FAS 160 is effective for fiscal years beginning on or after December 15, 2008.  Earlier adoption is prohibited.  The impact the adoption of SFAS No. 160 will have on the Company’s financial position and results of operations, will be dependent upon the volume of transactions which will specifically be impacted by this pronouncement.


In March 2008, the FASB issued FAS 161, "Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133", (“SFAS No. 161”) which amends and expands the disclosure requirements of FAS 133 to require qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 is to be applied prospectively for the first annual reporting period beginning on or after November 15, 2008, with early application encouraged.  SFAS No. 161 also encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  The adoption of SFAS No. 161 is not expected to have a material impact on the Company’s disclosures.


In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 removes the requirement under SFAS No. 142, Goodwill and Other Intangible Assets to consider whether an intangible asset can be renewed without substantial cost or material modifications to the existing terms and conditions, and replaces it with a requirement that an entity consider its own historical experience in renewing similar arrangements, or a consideration of market participant assumptions in the absence of historical experience. FSP 142-3 also requires entities to disclose information that enables users of financial statements to assess the extent to which the expected future cash flows associated with the asset are affected by the entity’s intent and/or ability to renew or extend the arrangement. FSP 142-3 is effective for fiscal years beginning on or after December 15, 2008.  Earlier adoption is prohibited. The adoption of FSP 142-3 is not expected to have a material impact on the Company’s financial position and results of operations.


In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities," (“EITF 03-6-1”), which classifies unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities and requires them to be included in the computation of earnings per share pursuant to the two-class method described in SFAS No. 128, "Earnings per Share."  EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Earlier adoption is prohibited.  All prior-period earnings per share data presented are to be adjusted retrospectively. The Company adoption of EITF 03-6-1 is not expected to have a material impact on the Company’s financial position and results of operations.


In December 2008, the FASB issued FSP FAS 140-4 and FIN46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities, which promptly improves disclosures by public companies until the pending amendments to FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS No. 140”), and FIN 46(R), are finalized and approved by the Board. The FSP amends SFAS No. 140 to require public companies to provide additional disclosures about transfers of financial assets and variable interests in qualifying special-purpose entities. It also amends FIN 46(R) to require public companies to provide additional disclosures about their involvement with variable interest entities. This FSP is effective for reporting periods ending after December 15, 2008. (See footnotes 3, 7 and 8 for additional disclosure).


Reclassifications


Certain reclassifications have been made to the 2007 balances to conform to the 2008 presentation.


2.  Real Estate:


The Company’s components of Rental property consist of the following (in thousands):



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

 

December 31,

 

 

2008

 

2007

Land

$

1,395,645 

$

1,262,879 

Buildings and improvements

 

 

 

 

Buildings

 

3,847,544 

 

3,559,465 

Building improvements

 

 692,040 

 

 566,720 

Tenant improvements

 

 633,883 

 

 549,490 

Fixtures and leasehold improvements

 

   35,377 

 

 33,932 

Other rental property (1)

 

 245,452 

 

 208,143 

 

 

6,849,941 

 

6,180,629 

Accumulated depreciation and amortization

 

(1,159,664)

 

 (977,444)

 

 

 

 

 

Total

$

5,690,277 

$

5,203,185 


(1)

At December 31, 2008 and 2007, Other rental property consisted of intangible assets including $161,556 and $130,598 respectively, of in-place leases, $22,400 and $21,555 respectively, of tenant relationships, and $61,495 and $55,991 respectively, of above-market leases.


In addition, at December 31, 2008 and 2007, the Company had intangible liabilities relating to below-market leases from property acquisitions of approximately $171.4 million and $182.3 million, respectively.  These amounts are included in the caption Other liabilities in the Company’s Consolidated Balance Sheets.


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 and construction financings, availability under the Company’s revolving lines of credit and issuance of various partnership units.


Operating Properties


Acquisition of Operating Properties –


During the year December 31, 2008, the Company acquired, in separate transactions, 10 operating properties, comprising an aggregate 1.2 million square feet of a GLA, for an aggregate purchase price of approximately $215.9 million including the assumption of approximately $96.2 million of non-recourse mortgage debt encumbering four of the properties.  Details of these transactions are as follows (in thousands):


 

 

 

Purchase Price

 

Property Name

Location

Month
Acquired

Cash

Debt
Assumed

Total

GLA

 

 

 

 

 

 

 

U.S. Acquisitions:

 

 

 

 

 

 

108 West Germania

Chicago, IL

Jan-08

 $  9,250

 $    -

  $  9,250

41

1429 Walnut St

Philadelphia, PA

Jan-08

   22,100

   6,400

   28,500

76

168 North Michigan Ave

Chicago, IL

Jan-08 (1)

   13,000

       -

   13,000

   74

118 Market St

Philadelphia, PA

Feb-08 (1)

      600

       -

      600

1

Alison Building

Philadelphia, PA

Apr-08 (1)

   15,875

       -

   15,875

58

Lorden Plaza

Milford, NH

Apr-08

    5,650

  26,000

   31,650

149

East Windsor Village

East Windsor, NJ

May-08 (2)

   10,370

  19,780

   30,150

249

Potomac Run Plaza

Sterling, VA

Sep-08 (5)

   21,430

  44,046

   65,476

361

 

 

 

   98,275

  96,226

  194,501

1,009

 

 

 

 

 

 

 

Latin American Acquisitions:

 

 

 

 

 

 

Valinhos

Valinhos, Brazil

Jun-08  (3)

   17,384

       -

   17,384

121

Vicuna Mackenna

Santiago, Chile

Aug-08 (4)

    4,025

       -

    4,025

   26

 

 

 

 

 

 

 

Total

Acquisitions

 

$ 119,684

$ 96,226

$ 215,910

1,156



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




(1)

Property is scheduled for redevelopment.

(2)

The Company acquired this property from a joint venture in which the Company had an approximate 15% non-controlling ownership interest.  

(3)

The Company provided $12.2 million as part of its 70% economic interest in this newly formed joint venture for the acquisition of this operating property and land parcel.  The Company has determined, under the provisions of FIN 46(R), that this joint venture is a VIE and that the Company is the primary beneficiary.  As such, the Company has consolidated this entity for accounting and reporting purposes.

(4)

The Company provided a $3.0 million equity investment to a newly formed joint venture in which the Company has a 75% economic interest for the acquisition of this operating property and has determined under the provisions of FIN 46(R) that this joint venture is a VIE and that the Company is the primary beneficiary.  As such, the Company has consolidated this entity for accounting and reporting purposes.

(5)

The Company acquired this property from a joint venture in which the Company holds a 20% non-controlling interest.


During the year ended December 31, 2007, the Company acquired, in separate transactions, 61 operating properties, comprising an aggregate 4.4 million square feet of GLA, for an aggregate purchase price of approximately $1.1 billion including the assumption of approximately $114.3 million of non-recourse mortgage debt encumbering nine of the properties.  Details of these transactions are as follows (in thousands):


 

 

 

Purchase Price

 

Property Name

Location

Month
Acquired

Cash

Debt
Assumed

Total

GLA

 

 

 

 

 

 

 

U.S. Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

3 Properties

Various

Jan-07 (1)

$ 22,535

$19,480

$   42,015

  240

Embry Village

Atlanta, GA

Feb-07

  46,800

      -

    46,800

  215

Park Place

Morrisville, NC

Mar-07 (2)

  10,700

 10,700

    21,400

  170

35 North Third Street

Philadelphia, PA

Mar-07

   2,100

      -

     2,100

    2

Cranberry Commons II

Pittsburgh, PA

Mar-07 (3)

   1,431

  3,108

     4,539

   17

Lake Grove

Lake Grove, NY

Apr-07 (4)

  31,500

      -

    31,500

  158

1628 Walnut St

Philadelphia, PA

Apr-07

   3,500

      -

     3,500

    2

2 Properties

Various

Apr-07 (5)

  62,800

      -

    62,800

  436

Flagler Park

Miami, FL

Apr-07

  95,000

      -

    95,000

  350

2 Properties

Various

May-07 (6)

  36,801

 16,800

    53,601

  169

Suburban Square

Ardmore, PA

May-07

 215,000

      -

   215,000

  359

1701 Walnut St

Philadelphia, PA

May-07

  12,000

      -

    12,000

   15

30 West 21st St

New York, NY

May-07

   6,250

 18,750

    25,000

    5

Chatham Plaza

Savannah, GA

June-07

  44,600

      -

    44,600

  199

2 Properties

Various

June-07 (7)

  16,920

      -

    16,920

   22

Birchwood Portfolio
(11 Properties)

Long Island, NY

July-07

  92,090

      -

    92,090

  280

493-497 Commonwealth Ave

Boston, MA

July-07

   5,650

      -

     5,650

   20

3 Properties

Philadelphia, PA

July-07 (8)

  60,890

      -

    60,890

   68

Highlands Square

Clearwater, FL

July-07(9)

   4,531

      -

     4,531

   76

Mooresville Crossings

Mooresville, NC

Aug-07

  41,000

      -

    41,000

  155

Corona Hills Marketplace

Corona, CA

Aug-07

  32,000

      -

    32,000

  149

127-129 Newbury St

Boston, MA

Oct-07

  11,600

      -

    11,600

    9

Talavi

Glendale, AZ

Nov-07 (10)

  12,500

      -

    12,500

  109

Wayne Plaza

Chambersburg, PA

Nov-07 (2)

   6,849

 14,289

    21,138

  132

Rockford Crossing

Rockford, IL

Dec-07 (2)

   3,867

 11,033

    14,900

   89

Center at Westbank

Harvey, LA

Dec-07 (2)

11,551

20,149

31,700

182

 

 

 

 

 

 

 

 

 

 

890,465

114,309

1,004,774

3,628



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

 

 

Purchase Price

 

Property Name

Location

Month
Acquired

Cash

Debt
Assumed

Total

GLA

 

 

 

 

 

 

 

Latin American Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

Waldo’s Mexico Portfolio
(17 properties)

Various, Mexico

Mar-07

  51,500

      -

    51,500

  488

Gran Plaza Cancun

Mexico

Dec-07

  38,909

      -

   38,909

  273

 

 

 

 

 

 

 

Total

Acquisitions

 

$980,874

$114,309

$1,095,183

4,389


(1)

Three properties acquired in separate transactions, located in Alpharetta, GA, Southlake, TX and Apopka, FL.

(2)

The Company acquired these properties from a joint venture in which the Company holds a 20% non-controlling interest.

(3)

The Company acquired this property from a venture in which the Company had a preferred equity investment.

(4)

The Company provided a $31.0 million preferred equity investment to a newly formed joint venture in which the Company has a 98% economic interest for the acquisition of this operating property and has determined under the provisions of FIN 46(R) that this joint venture is a VIE and that the Company is the primary beneficiary.  As such, the Company has consolidated this entity for accounting and reporting purposes.

(5)

The Company acquired, in separate transactions, these two properties located in Chico, CA and Auburn, WA from a joint venture in which the Company holds a 15% non-controlling interest.

(6)

Two properties acquired in separate transactions, located in Sparks, NV and San Diego, CA.

(7)

Two properties acquired in separate transactions, located in Boston, MA and Philadelphia, PA.

(8)

Three mixed use residential/retail properties acquired in separate transactions, located in Philadelphia, PA.

(9)

The Company provided a $4.3 million preferred equity investment to a newly formed joint venture in which the Company has a 94% economic interest for the acquisition of this operating property and has determined under the provisions of FIN 46(R) that this joint venture is a VIE and that the Company is the primary beneficiary.  As such, the Company has consolidated this entity for accounting and reporting purposes.

(10)

The Company acquired an additional 50% ownership interest in this operating property, as such the Company now holds a 100% interest in this property and consolidates it for financial reporting purposes.


The aggregate purchase price of the above mentioned 2008 and 2007 properties have been allocated to the tangible and intangible assets and liabilities of the properties in accordance with SFAS No. 141, at the date of acquisition, based on evaluation of information and estimates available at such date. As final information regarding the fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments will be made to the purchase price allocation.  The allocations are finalized no later than twelve months from the acquisition date. The total aggregate purchase price was allocated as follows (in thousands):


 

2008

 

2007

Land

$ 55,323 

 

$327,970 

Buildings

121,927 

 

625,640 

Below Market Rents

(8,926)

 

(62,802)

Above Market Rents

 2,167 

 

 13,629 

In-Place Leases

 6,879 

 

41,281 

Other Intangibles

 2,739 

 

 10,181 

Building Improvements

28,589 

 

105,716 

Tenant Improvements

 7,147 

 

35,897 

Mortgage Fair Value Adjustment

 65 

 

 (2,329)

 

 $ 215,910 

 

$1,095,183 


Included within the Company’s consolidated operating properties are 10 consolidated entities that are VIE’s and for which the Company is the primary beneficiary.   All of these entities have been established to own and operate real estate property. The Company’s involvement with these entities is through its majority ownership and management of the properties.  These entities were deemed VIE’s primarily  based on the fact that the voting rights of the equity investors is not proportional to their obligation to absorb expected losses or receive the expected residual returns of the entity and substantially all of the entity's activities are conducted on behalf of the investor which has disproportionately few voting rights. The Company determined that it was the primary beneficiary of these VIE’s as a result of its economic ownership percentage which provides that the Company would absorb a majority of the entity's expected losses, receive a majority of the entity's expected residual returns, or both.



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



At December 31, 2008, total assets of these VIE’s were approximately $1.0 billion and total liabilities were approximately $552.9 million, including $323.1 million of non-recourse mortgage debt.  The classification of these assets is primarily within real estate and the classification of liabilities are primarily within mortgages payable and minority interests in the Company’s consolidated balance sheets.


The majority of the operations of these VIE’s are funded with cash flows generated from the properties.  Three of these entities are encumbered by third party non-recourse mortgage debt aggregating approximately $323.1 million.  The Company has not provided financial support to any of these  VIE’s that it was not previously contractually required to provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity and any operating cash shortfalls that the entity may experience.


Ground-Up Development -


The Company is engaged in ground-up development projects which consist of (i) merchant building through the Company’s wholly-owned taxable REIT subsidiaries, which develop neighborhood and community shopping centers and the subsequent sale after completion, (ii) U.S. ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Latin America for long-term investment.  The ground-up development projects generally have significant pre-leasing prior to the commencement of construction. As of December 31, 2008, the Company had in progress a total of 47 ground-up development projects, consisting of 11 merchant building projects, of which seven are anticipated to be substantially complete during the first half of 2009, one U.S. ground-up development project, 29 ground-up development projects located throughout Mexico, three ground-up development projects located in Chile, two ground-up development projects located in Brazil and one ground-up development project located in Peru.


Merchant Building -


During the years 2008, 2007 and 2006, the Company expended approximately $111.9 million, $269.6 million, and $287.0 million, respectively, in connection with the purchase of land and construction costs related to its merchant building projects.  These costs have been funded principally through proceeds from sales of completed projects and construction loans.


Long-term Investment Projects -


During 2008, the Company acquired (i) 5 land parcels located throughout Mexico for an aggregate purchase price of approximately 368.2 million Mexican Pesos (“MXP”) (approximately USD $33.3 million), (ii) one land parcel located in Lima, Peru for a purchase price of approximately 1.9 million Peruvian Nuevo Sol (“PEN”) (approximately USD $0.7 million), (iii) two land parcels located in Chile for a purchase price of approximately 7.9 billion CLP (approximately USD $16.1 million) and (iv) one land parcel located in Hortolandia, Brazil for a purchase price of approximately 7.4 BRL (approximately USD$ 3.2 million).  These nine land parcels will be developed into retail centers aggregating approximately 1.7 million square feet of gross leasable area with a total estimated aggregate project cost of approximately USD $195.5 million.


During 2008, the Company acquired, through an unconsolidated joint venture investment, 11 land parcels, in separate transactions, located in various cities throughout Mexico for an aggregate purchase price of approximately 554.9 million MXP (approximately USD $48.5 million) which will be held for investment or possible future development.  


Additionally, during 2008, the Company acquired, through an existing consolidated joint venture, a redevelopment property in Bronx, NY, for a purchase price of approximately $5.2 million.  The property will be redeveloped into a retail center with a total estimated project cost of approximately $17.7 million.


During 2007, the Company expended approximately $7.7 million in connection with the purchase of undeveloped land in Union, NJ, which will be developed into a 0.2 million square foot retail center and approximately $21.5 million in connection with the purchase of three redevelopment properties located in Bronx, NY, which will be redeveloped into mixed-use residential/retail centers aggregating 0.1 million square feet.  These projects have a total estimated project cost of approximately $71.5 million.



91



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During 2007, the Company acquired, in separate transactions, seven land parcels located in various cities throughout Mexico, for an aggregate purchase price of approximately MXP 865.9 million (approximately USD $78.0 million).  These land parcels will be developed into retail centers aggregating approximately 2.8 million square feet of GLA, with a total estimated aggregate project cost of approximately MXP 2.3 billion (approximately USD $210.2 million).


During 2007, the Company acquired, through an unconsolidated joint venture investment, two land parcels, in separate transactions, located in Mexico for an aggregate purchase price of approximately 184.8 million MXP (approximately USD $16.8 million) which will be held for investment or possible future development.  


During 2007, the Company acquired, through a newly formed joint venture in which the Company has a controlling ownership interest, a 0.3 million square foot development project in Neuvo Vallarta, Mexico, for a purchase price of approximately MXP 119.5 million (approximately USD $11.0 million).  Total estimated project costs are approximately USD $28.3 million.


During 2007, the Company acquired, through a newly formed joint venture in which the Company has a non-controlling interest, a 0.1 million square foot development project in Tuxtepec, Mexico, for a purchase price of MXP 48.6 million (approximately USD $4.4 million).  Total estimated project costs are approximately USD $14.4 million.


Included within the Company’s ground-up development projects are 18 consolidated entities that are VIE’s and for which the Company is the primary beneficiary. These entities were established to develop real estate property to either hold as a long-term investment or sell after completion.  The Company’s involvement with these entities is through its majority ownership and management of the properties. These entities were deemed VIE’s 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 beneficary of these VIE’s as a result of its economic ownership percentage which provides that the Company would absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual returns, or both.


At December 31, 2008, total assets of these VIE’s were approximately $353.0 million and total liabilities were approximately $95.0 million, including $46.1 million of construction loans encumbering three of these entities.  The classification of these assets is primarily within real estate and the classification of liabilities are primarily within construction loans payable and minority interests in the Company’s consolidated balance sheets.


The majority of the projected development costs to be funded to these VIE’s, aggregating approximately $82.0 million, will be funded with capital contributions from the Company and when contractually obligated, the outside partner.  Three of these entities have third party construction loans aggregating approximately $46.1 million. The Company has not provided financial support to the VIE that it was not previously contractually required to provide.


Also included within the Company’s ground-up developments are 10 unconsolidated joint ventures, which are VIE’s for which the Company is not the primary beneficiary. These joint ventures were primarily established to develop real estate property for long-term investment.  These entities were deemed VIE’s 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 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 not the primary beneficiary of these VIE’s based on the fact that the Company would receive less than a majority of the entity's expected residual returns or expected losses.    


The Company’s aggregate investment in these VIE’s was approximately $127.9 million as of December 31, 2008, 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 these VIE’s is estimated to be $217.7 million, which primarily represents the Company’s current investment and estimated future funding commitments.  The Company has not provided financial support to these VIE’s 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.   



92



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Kimsouth -


On May 12, 2006, the Company acquired an additional 48% interest in Kimsouth Realty Inc. (“Kimsouth”), a joint venture investment in which the Company had previously held a 44.5% non-controlling interest, for approximately $22.9 million.  As a result of this transaction, the Company’s total ownership increased to 92.5% and the Company became the controlling shareholder.  The Company commenced consolidation of Kimsouth upon the closing date.  The acquisition of the additional 48% ownership interest has been accounted for as a step acquisition with the purchase price being allocated to the identified assets and liabilities of Kimsouth. As of May 12, 2006, Kimsouth consisted of five properties, all of which have been subsequently sold and/or transferred.


As of May 12, 2006, Kimsouth had approximately $133.0 million of net operating loss (“NOL”) carry-forwards, which could be utilized to offset future taxable income of Kimsouth.  The Company evaluated the need for a valuation allowance based on projected taxable income and determined that a valuation allowance of approximately $34.2 million was required.  As such, a purchase price adjustment of $17.5 million was recorded.  As of December 31, 2008, Kimsouth had fully utilized its NOLs.  (See Note 22 for additional information).


During June 2006, Kimsouth contributed approximately $51.0 million, of which $47.2 million or 92.5% was provided by the Company, to fund its 15% non-controlling interest in a newly formed joint venture with an investment group to acquire a portion of Albertson’s Inc.  To maximize investment returns, the investment group’s strategy with respect to this joint venture, includes refinancing, selling selected stores and the enhancement of operations at the remaining stores.  Kimsouth accounts for this investment under the equity method of accounting.  During 2007, this joint venture completed the disposition of certain operating stores and a refinancing of the remaining assets in the joint venture.  As a result of these transactions, Kimsouth received a cash distribution of approximately $148.6 million.  Kimsouth had a remaining capital commitment obligation to fund up to an additional $15.0 million for general purposes.  This amount was included in Other liabilities in the Consolidated Balance Sheets.  During March 2008, the Albertson’s partnership agreement was amended to release the Company of its remaining capital commitment obligation, as a result the Company recognized pre-tax income of $15.0 million from cash received in excess of the Company’s investment.


During 2008, the Albertson’s joint venture disposed of 121 operating properties for an aggregate sales price of approximately $564.0 million, resulting in a gain of approximately $552.3 million, of which Kimsouth’s share was approximately $73.1 million.  During 2008, Kimsouth recognized equity in income from the Albertson’s joint venture of approximately $64.4 million before income taxes, including the $73.1 million of gain and $15.0 million from cash received in excess of the Company’s investment.  As a result of these transactions, Kimsouth fully reduced its deferred tax asset valuation allowance and utilized all of its remaining NOL carryforwards, which provided a tax benefit of approximately $3.1 million.


Additionally, during 2008, the Albertson’s joint venture acquired six operating properties and four leasehold properties for approximately $26.0 million, including the assumption of approximately $5.8 million in non-recourse mortgage debt encumbering one of the properties.


During the year ended December 31, 2007, Kimsouth’s income from the Albertson’s joint venture aggregated approximately $49.6 million, net of income tax.  This amount includes (i) an operating loss of approximately $15.1 million, net of an income tax benefit of approximately $10.1 million, (ii) distribution in excess of Kimsouth’s investment of approximately $10.4 million, net of income tax expense of approximately $6.9 million, and (iii) an extraordinary gain of approximately $54.3 million, net of income tax expense of approximately $36.2 million, resulting from purchase price allocation adjustments as determined in accordance with SFAS No. 141. In accordance with Accounting Principles Board Opinion 18, The Equity Method of Accounting for Investments in Common Stock, the Company has classified its 15% share of the extraordinary gain, net of income taxes, as a separate component on the Company’s Consolidated Statements of Income.


During 2007, Kimsouth sold its remaining property for an aggregate sales price of approximately $9.1 million.  This sale resulted in a gain of approximately $7.9 million, net of income taxes.


During 2007, the Albertson’s joint venture acquired two operating properties for approximately $20.3 million, including the assumption of $18.5 million in non-recourse mortgage debt.



93



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




4.  Dispositions of Real Estate:


Operating Real Estate -


During 2008, the Company disposed of seven operating properties and a portion of four operating properties, in separate transactions, for an aggregate sales price of approximately $73.0 million, which resulted in an aggregate gain of approximately $20.0 million.  In addition, the Company partially recognized deferred gains of approximately $1.2 million on three properties relating to their transfer and partial sale in connection with the Kimco Income Fund II transaction described below.


During 2007, the Company transferred 11 operating properties to a wholly-owned consolidated entity, Kimco Income Fund II (“KIF II”), for an aggregate purchase price of approximately $278.2 million, including non-recourse mortgage debt of $180.9 million, encumbering 11 of the properties.  During 2008, the Company transferred an additional three properties for $73.9 million, including $50.6 million in non-recourse mortgage debt.  During 2008 the Company sold a 26.4% non-controlling ownership interest in the entity to third parties for approximately $32.5 million, which approximated the Company’s cost.  The Company continues to consolidate this entity.


Additionally, during 2008, the Company disposed of an operating property for approximately $21.4 million.  The Company provided seller financing for approximately $3.6 million, which bears interest at 10% per annum and is scheduled to mature on May 1, 2011.  Due to the terms of this financing, the Company has deferred its gain of $3.7 million from this sale.


Additionally, during 2008, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for a sales price of approximately $35.0 million. As a result of this capital transaction, the Company received approximately $3.5 million of profit participation, before minority interest of approximately $1.1 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 2008, FNC Realty Corporation (“FNC”), a consolidated entity in which the Company holds a 53% controlling ownership interest, disposed of a property for a sales price of approximately $3.3 million.  This transaction resulted in a pre-tax profit of approximately $2.1 million, before minority interest of $1.0 million. This income has been recorded as Income from other real estate investments in the Company’s Consolidated Statements of Income.


During 2007, the Company (i) disposed of six operating properties and completed partial sales of three operating properties, in separate transactions, for an aggregate sales price of approximately $40.0 million, which resulted in an aggregate net gain of approximately $6.4 million, after income taxes of approximately $1.6 million, and (ii) transferred one operating property, which was acquired in the first quarter of 2007, to a joint venture in which the Company holds a 15% non-controlling ownership interest for an aggregate price of approximately $4.5 million, which represented the net book value.


During 2007, FNC disposed of, in separate transactions, seven properties and completed the partial sale of an additional property for an aggregate sales price of $10.4 million.  These transactions resulted in pre-tax profits of approximately $4.7 million, before minority interest of $3.3 million.  


Additionally, during 2007, two consolidated joint ventures in which the Company had preferred equity investments disposed of, in separate transactions, their respective properties for an aggregate sales price of approximately $66.5 million.  As a result of these capital transactions, the Company received approximately $22.1 million of profit participation, before minority interest of approximately $5.6 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 2006, the Company disposed of (i) 28 operating properties and one ground lease for an aggregate sales price of approximately $270.5 million, which resulted in an aggregate net gain of approximately $71.7 million, net of income taxes of $2.8 million relating to the sale of two properties, and (ii) transferred five operating properties, to joint ventures in which the Company has 20% non-controlling interests for an aggregate price of approximately $95.4 million, which resulted in a gain of approximately $1.4 million from one transferred property.



94



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During November 2006, the Company disposed of a vacant land parcel located in Bel Air, MD, for approximately $1.8 million resulting in a $1.6 million gain on sale.  This gain is included in Other income (expense), net on the Company’s Consolidated Statements of Income.


Merchant Building –


During 2008, the Company sold, in separate transactions, (i) two completed merchant building projects, (ii) 21 out-parcels, (iii) a partial sale of one project and (iv) a partnership interest in one project for aggregate proceeds of approximately $73.5 million and received approximately $4.1 million of proceeds from completed earn-out requirements on three previously sold merchant building projects.  These sales resulted in gains of approximately $21.9 million, after income taxes of $14.6 million.


During 2007, the Company sold, in separate transactions, (i) four of its recently completed merchant building projects, (ii) 26 out-parcels, (iii) 74.3 acres of undeveloped land and (iv) completed partial sales of two projects, for an aggregate total proceeds of approximately $310.5 million and received approximately $3.3 million of proceeds from completed earn-out requirements on previously sold projects. These sales resulted in pre-tax gains of approximately $40.1 million.


During 2006, the Company sold, in separate transactions, six of its recently completed projects, its partnership interest in one project and 30 out-parcels for approximately $260.0 million.  These sales resulted in pre-tax gains of approximately $37.3 million.


5.  Adjustment of Property Carrying Values:


During 2008, as part of the Company’s ongoing analysis of its merchant building projects, the Company had determined that for two of its projects, located in Middelburg, FL and Miramar, FL, the estimated recoverable value will not exceed their estimated cost.  This is primarily due to continued adverse changes in local market conditions and the uncertainty of their recovery in the future. As a result, the Company has recorded an aggregate pre-tax adjustment of property carrying value on these projects of $7.9 million, representing the excess of the carrying values of the projects over their estimated fair values. The Company’s estimated fair values are based upon a discounted cash flow model for each specific property that includes all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates for each respective property.


During 2007, the Company’s analysis of its merchant building projects resulted in an aggregate pre-tax adjustment of property carrying value for two of its projects, located in Jacksonville, FL and Anchorage, AK, of $8.5 million, representing the excess of the carrying values of the projects over their estimated fair values.  This adjustment was also due to adverse changes in local market conditions and the uncertainty of recovery in the future.


6.  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 2008, 2007 and 2006 financial statement amounts.


The components of Income from discontinued operations for each of the three years in the period ended December 31, 2008, are shown below.  These include the results of operations through the date of each respective sale for properties sold during 2008, 2007 and 2006 and a full year of operations for those assets classified as held-for-sale as of December 31, 2008 (in thousands):



95



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

2008

 

2007

 

2006

Discontinued operations:

 

 

 

 

 

Revenues from rental property

$ 6,316 

 

$11,468 

 

$28,647 

Rental property expenses

(1,031)

 

(3,783)

 

(7,092)

Depreciation and amortization

(2,208)

 

(3,207)

 

(6,947)

Interest expense

  (116)

 

  (597)

 

(3,188)

Income from other real estate investments

 3,451 

 

34,740 

 

 3,708 

Other income/(expenses)

   165 

 

(3,013)

 

 1,224 

 

 

 

 

 

 

Income from discontinued operating properties

 6,577 

 

35,608 

 

16,352 

 

 

 

 

 

 

Provision for income taxes

     - 

 

     - 

 

(2,096)

 

 

 

 

 

 

Minority interest in income

(1,281)

 

(5,740)

 

(1,504)

 

 

 

 

 

 

Loss on operating properties held for sale/sold

  (598)

 

  (1,832)

 

  (1,421)

 

 

 

 

 

 

Gain on disposition of operating properties

20,018 

 

 5,538 

 

74,138 

 

 

 

 

 

 

Income from discontinued operations

$24,716 

 

$33,574 

 

$85,469 


During 2008, the Company classified as held-for-sale four shopping center properties comprising approximately 0.2 million square feet of GLA.  The book value of each of these properties, aggregating approximately $16.2 million, net of accumulated depreciation of approximately $11.3 million, did not exceed each of their estimated fair value.  As a result, no adjustment of property carrying value has been recorded. The Company’s determination of the fair value for these properties, aggregating approximately $28.6 million, is based upon executed contracts of sale with third parties less estimated selling costs.  During 2008, the Company reclassified one property previously classified as held-for-sale into held-for-use and completed the sale of two of these properties.


During 2007, the Company classified as held-for-sale ten shopping center properties comprising approximately 0.6 million square feet of GLA.  The book value of each of these properties, aggregating approximately $80.7 million, net of accumulated depreciation of approximately $4.9 million, did not exceed each of their estimated fair values.  As a result, no adjustment of property carrying value has been recorded. The Company’s determination of the fair value for each of these properties, aggregating approximately $116.8 million, is based primarily upon executed contracts of sale with third parties less estimated selling costs.  During 2008 and 2007, the Company completed the sale of seven of these properties and reclassified three properties as held-for-use.


During 2006, the Company reclassified as held-for-sale 13 operating properties comprising 0.8 million square feet of GLA.  The aggregate book value of these properties was approximately $36.5 million, net of accumulated depreciation of approximately $5.9 million.  The book value of one property exceeded its estimated fair value by approximately $0.6 million, and, as a result, the Company recorded a loss resulting from an adjustment of property carrying value of approximately $0.6 million.  The remaining properties had fair values exceeding their book values, and, as a result, no adjustment of property carrying value was recorded.  The Company’s determination of the fair value for each of these properties, aggregating approximately $50.0 million, is based primarily upon executed contracts of sale with third parties less estimated selling costs.  The Company completed the sale of these operating properties during 2006 and 2007.


7.  Investment and Advances in Real Estate Joint Ventures:


Kimco Prudential Joint Ventures ("KimPru") -


On October 31, 2006, the Company completed the merger of Pan Pacific Retail Properties Inc. (“Pan Pacific”), which had a total transaction value of approximately $4.1 billion, including Pan Pacific’s outstanding debt totaling approximately $1.1 billion.  As of October 31, 2006, Pan Pacific owned interests in 138 operating properties, which comprised approximately 19.9 million square feet of GLA, located primarily in California, Oregon, Washington and Nevada.



96



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Immediately following the merger, the Company commenced its joint venture agreements with Prudential Real Estate Investors (“PREI”) through three separate accounts managed by PREI.  In accordance with the joint venture agreements, all Pan Pacific assets and respective non-recourse mortgage debt and a newly obtained $1.2 billion credit facility used to fund the transaction were transferred to the separate accounts.  PREI contributed approximately $1.1 billion on behalf of institutional investors in three of its portfolios.  The Company holds a 15% non-controlling ownership interest in each of the joint ventures, collectively, KimPru. The Company accounts for its investment in KimPru under the equity method of accounting.  In addition, the Company manages the portfolios and earns acquisition fees, leasing commissions, property management fees and construction management fees.  


During August 2008, KimPru entered into a new $650.0 million credit facility which matures in August 2009, with the option to extend for one year and bears interest at a rate of LIBOR plus 1.25%.  KimPru is obligated to pay down a minimum of $165.0 million, among other requirements, in order to exercise the one-year extension option.  The required pay down is expected to be sourced from property sales, other debt financings and/or capital contributions by the partners.  This facility is guaranteed by the Company with a guarantee from PREI to the Company for 85% of any guaranty payment the Company is obligated to make. Proceeds from this new credit facility were used to repay the outstanding balance of $658.7 million under the $1.2 billion credit facility, referred to above, which was scheduled to mature in October 2008 and bore interest at a rate of LIBOR plus 0.45%. As of December 31, 2008, the outstanding balance on the new credit facility was $650.0 million.


During 2008, KimPru sold four operating properties for an aggregate sales price of approximately $45.3 million.  Proceeds from this property sale were used to repay a portion of the outstanding balance on the $1.2 billion credit facility.  


During the fourth quarter of 2008, the Company recognized non-cash impairment charges of $15.5 million, against the carrying value of its investment in KimPru, reflecting an other-than-temporary decline in the fair value of its investment resulting from a significant decline in the real estate markets during the fourth quarter of 2008.  


In addition to the impairment charges above, the Company recognized impairment charges during 2008 of approximately $11.2 million, before income tax benefit of approximately $4.5 million, relating to certain properties held by an unconsolidated joint venture within the KimPru joint venture that are deemed held-for-sale or were transitioned from held-for-sale to held-for-use properties. 


The Company’s estimated fair values relating to the impairment assessments above are based upon discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates for the respective properties.


During 2007, KimPru sold, in separate transactions, 27 operating properties, two of which were sold to the Company and one development property in separate transactions, for an aggregate sales price of approximately $517.0 million.  These sales resulted in an aggregate loss of approximately $2.8 million, of which the Company’s share was approximately $0.4 million.


Additionally, during January 2007, the Company and PREI entered into a new joint venture in which the Company holds a 15% non-controlling interest, which acquired 16 operating properties, aggregating 3.3 million square feet of GLA, for an aggregate purchase price of approximately $822.5 million, including the assumption of approximately $487.0 million in non-recourse mortgage debt.  Six of these properties were transferred from a joint venture in which the Company held a 5% non-controlling ownership interest.  One of the properties was transferred from a joint venture in which the Company held a 30% non-controlling ownership interest.  As a result of this transaction, the Company recognized profit participation of approximately $3.7 million and recognized its share of the gain.  The Company will manage these properties.


As of December 31, 2008, the KimPru portfolio was comprised of 123 shopping center properties aggregating approximately 19.4 million square feet of GLA located in 13 states.



97



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Kimco Income REIT ("KIR") -


The Company has a non-controlling limited partnership interest in KIR and manages the portfolio.  Effective July 1, 2006, the Company acquired an additional 1.7% limited partnership interest in KIR, which increased the Company’s total non-controlling interest to approximately 45.0%.


During the year ended December 31, 2008, KIR repaid 16 non-recourse mortgages aggregating approximately $209.6 million, which were scheduled to mature in 2008 and bore interest at rates ranging from 6.57% to 7.28%.  Proceeds from eight individual non-recourse mortgages obtained during 2008, aggregating approximately $218.3 million, bearing interest at rates ranging from 6.0% to 6.5% with maturity dates ranging from 2015 to 2018 were used to fund these repayments.  


During 2008, KIR disposed of one operating property for a sales price of approximately $1.9 million.  This sale resulted in an aggregate loss of approximately $0.6 million of which the Company’s share was approximately $0.3 million.


During 2007, KIR disposed of three operating properties, in separate transactions, for an aggregate sales price of approximately $149.3 million.  These sales resulted in an aggregate gain of approximately $46.0 million of which the Company’s share was approximately $20.7 million.


As of December 31, 2008, the KIR portfolio was comprised of 62 shopping center properties aggregating approximately 13.1 million square feet of GLA located in 18 states.


RioCan Investments -


During October 2001, the Company formed a joint venture (the "RioCan Venture") with RioCan Real Estate Investment Trust ("RioCan"), in which the Company has a 50% non-controlling interest, 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.


Additionally, during June 2008, the Company and RioCan entered into a new joint venture (“RioCan Venture II”) in which the Company holds a 50% non-controlling interest, which acquired 10 operating properties, aggregating 1.1 million square feet of GLA, for an aggregate purchase price of approximately $153.4 million, including the assumption of approximately $81.1 million in non-recourse mortgage debt.  


As of December 31, 2008, the RioCan Ventures were comprised of 45 operating properties and one joint venture investment consisting of approximately 9.3 million square feet of GLA.


Kimco / G.E. Joint Venture ("KROP")


During 2001, the Company formed a joint venture (the "Kimco Retail Opportunity Portfolio" or "KROP") with GE Capital Real Estate ("GECRE"), in which the Company has a 20% non-controlling interest and manages the portfolio. During August 2006, the Company and GECRE agreed to market for sale the properties within the KROP venture.


During 2008, KROP transferred an operating property to the Company for a sales price of approximately $65.5 million, including the assumption of approximately $44.0 million in non-recourse mortgage debt.  This sale resulted in a gain of $15.0 million of which the Company’s share was approximately $3.0 million.  As a result of this transaction, the Company has deferred its share of the gain related to its remaining ownership interest in the properties.


During 2007, KROP sold seven operating properties for an aggregate sales price of approximately $162.9 million.  These sales resulted in an aggregate gain of $43.1 million of which the Company’s share was approximately $8.6 million.


During 2007, KROP transferred ten operating properties for an aggregate sales price of approximately $267.8 million, including approximately $111.6 million of non-recourse mortgage debt, to a new joint venture in which the Company holds a 15% non-controlling ownership interest. As a result of this transaction, the Company has deferred its share of the gain related to its remaining ownership interest in the properties.  The Company manages this joint venture and accounts for this investment under the equity method of accounting.



98



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Additionally, during 2007, KROP sold four operating properties to the Company for an aggregate sales price of approximately $89.1 million, including the assumption of $41.9 million in non-recourse mortgage debt. The Company’s share of the gains related to these transactions has been deferred.


Additionally during 2006, KROP obtained a one-year $15.0 million unsecured term loan, which bore interest at LIBOR plus 0.5%.  This loan is guaranteed by the Company and GECRE has guaranteed reimbursement to the Company of 80% of any guaranty payment the Company is obligated to make.  During 2007, this loan was fully paid off.


As of December 31, 2008, the KROP portfolio was comprised of three operating properties aggregating approximately 0.3 million square feet of GLA located in two states.


The Company’s equity in income from KROP for the year ended December 31, 2007, exceeded 10% of the Company’s income from continuing operations, as such the Company is providing summarized financial information for KROP as follows (in millions):


 

 

 

December 31,

 

 

 

2008

 

2007

Assets:

 

 

 


 

Real estate, net

$

83.5

$

137.4

 

Other assets

 

 5.5

 

 4.5

 

 

$

89.0

$

141.9

Liabilities and Members’ Capital:

 

 

 

 

 

Mortgages payable

$

68.4

$

113.4

 

Other liabilities

 

 1.4

 

  3.8

 

Minority interest

 

  3.9

 

    3.9

 

Members’ capital

 

  15.3

 

  20.8

 

 

$

89.0

$

141.9


 

 

Year Ended December 31,

 

 

 2008

 

 2007

 

 2006

 

 

 

 

 

 

 

Revenues from rental property

$

 9.4 

$

17.1 

$

54.7 

Operating expenses

 

(3.0)

 

(4.8)

 

(14.5)

Interest

 

(3.7)

 

(7.2)

 

(17.9)

Depreciation and amortization

 

(3.0)

 

(5.2)

 

(15.8)

Other, net

 

 1.1 

 

(0.7)

 

 (0.6)

 

 

(8.6)

 

(17.9)

 

(48.8)

Income/(loss) from continuing operations

 

0.8 

 

(0.8)

 

5.9 

 

 

 

 

 

 

 

Discontinued Operations:

 

 

 

 

 

 

Income/(loss) from discontinued operations

 

(1.7)

 

3.1 

 

5.4 

Gain on dispositions of properties

 

 20.5 

 

147.8 

 

110.1 

Net income

$

19.6 

$

150.1 

$

121.4 


Kimco/UBS Joint Ventures ("KUBS") -


The Company has joint venture investments with UBS Wealth Management North American Property Fund Limited ("UBS"), in which the Company has non-controlling interests ranging from 15% to 20%.  These joint ventures, (collectively "KUBS"), were established to acquire high quality retail properties primarily financed through the use of individual non-recourse mortgages.  Capital contributions are only required as suitable opportunities arise and are agreed to by the Company and UBS.  The Company manages the properties.



99



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During 2007, KUBS acquired twelve operating properties for an aggregate purchase price of approximately $354.3 million, which included approximately $94.6 million of assumed non-recourse debt encumbering eight properties and $73.5 million of new non-recourse debt encumbering four properties.  These mortgage loans have combined maturities ranging from four to seventeen years and interest rates ranging from 5.29% to 8.39%.


As of December 31, 2008, the KUBS portfolio was comprised of 43 operating properties aggregating approximately 6.2 million square feet of GLA located in 12 states.


PL Retail -


During December 2004, the Company acquired the Price Legacy Corporation through a newly formed joint venture, PL Retail LLC ("PL Retail"), in which the Company has a 15% non-controlling interest and manages the portfolio.  In connection with this transaction, PL Retail acquired 33 operating properties aggregating approximately 7.6 million square feet of GLA located in ten states.  To partially fund the acquisition, the Company provided PL Retail approximately $30.6 million of secured mezzanine financing. This interest-only loan bore interest at a fixed rate of 7.5% and was repaid during 2006.


During 2007, PL Retail sold one operating property for a sales price of $40.1 million which resulted in a gain of approximately $13.5 million, of which the Company’s share was approximately $2.0 million.  Proceeds from this sale were used to partially pay down the outstanding balance on PL Retail’s revolving credit facility described below.


During 2007, PL Retail obtained two non-recourse mortgage loans for an aggregate total of $84.0 million on a previously unencumbered property, which bears interest at LIBOR plus 1.15% and 2.55%, respectively.  These mortgage loans are scheduled to mature in May 2010.


Additionally during 2007, PL Retail obtained a non-recourse mortgage loan for $48.9 million on three properties, which bears interest at 5.95% and is scheduled to mature in September 2012.


During 2005, PL Retail entered into a $39.5 million unsecured revolving credit facility, which bore interest at LIBOR plus 0.675% and was scheduled to mature in February 2007. During 2008, the loan was extended to February 2009 at a reduced rate of LIBOR plus 0.50%.  This facility is guaranteed by the Company and the joint venture partner has guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make.  As of December 31, 2008, there was $35.6 million outstanding under this facility. During February 2009, PL Retail made a principal payment of $5.6 million and obtained a one-year extension option at LIBOR plus 400 basis points for the remaining balance of $30.0 million.


As of December 31, 2008, PL Retail consisted of 22 operating properties aggregating approximately 5.6 million square feet of GLA located in seven states.


Other Real Estate Joint Ventures –


The Company and its subsidiaries have investments in and advances to various other real estate joint ventures.  These joint ventures are engaged primarily in the operation and development of shopping centers which are either owned or held under long-term operating leases.


During 2008, the Company acquired nine operating properties, one leasehold interest and two land parcels through joint ventures in which the Company has non-controlling interests for an aggregate purchase price of approximately $62.2 million including the assumption of approximately $20.6 million of non-recourse mortgage debt encumbering two of the properties.  The Company accounts for its investment in these joint ventures under the equity method of accounting.  The Company’s aggregate investment resulting from these transactions was approximately $32.3 million.  Details of these transactions are as follows (in thousands):



100



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

 

 

Purchase Price

Property Name

Location

Month
Acquired

Cash

Debt

Total

 

 

 

 

 

 

Intown Suites
(2 extended stay
residential properties,
299 units)

Houston, TX

Feb-08

  $ 8,750

$       -

  $ 8,750

 

 

 

 

 

 

American Industries
(land parcel)

Chihuahua, Mexico

Feb-08

    1,933

        -

    1,933

 

 

 

 

 

 

American Industries

Monterrey, Mexico

Apr-08

    8,700

        -

    8,700

 

 

 

 

 

 

Little Ferry
(leasehold interest)

Little Ferry, NJ

June-08

    5,000

        -

    5,000

 

 

 

 

 

 

Tacoma Plaza

Dartmouth, Canada

Sept-08

    8,714

    9,026

   17,740

 

 

 

 

 

 

American Industries
(land parcel)

San Luis Potosi, Mexico

Sept-08

      224

        -

      224

 

 

 

 

 

 

River Point Shopping Center

British Columbia, Canada

Nov-08

    4,486

   11,606

   16,092

 

 

 

 

 

 

Patio-Portfolio II
(4 properties)


Santiago, Chile


Nov-08


    3,810


        -


    3,810

 

 

 

 

 

 

Total

Acquisitions

 

$  41,617

$  20,632

 $62,249


In addition, two joint venture investments in which the Company holds a 50% interest in each obtained individual non-recourse mortgages totaling $77.0 million. These mortgages have interest rates ranging from 6.38% to 6.47% and maturities ranging from 2018 to 2019. Proceeds from these mortgages were used to retire $36.0 million of mortgage debt encumbering two properties held by the joint ventures.


During September 2008, a joint venture in which the Company has a non-controlling ownership interest obtained a $37.0 million mortgage loan, which is jointly and severally guaranteed by the Company and the joint venture partner, with a commitment of up to $37.0 million of which $26.9 million was outstanding as of December 31, 2008.  This loan bears interest at 6.375% and is scheduled to mature in October 2019.


During October 2008, a joint venture in which the Company has a non-controlling ownership interest entered into an extension and modification agreement for a $28.0 million term loan.  The loan is guaranteed by the Company, with a commitment of up to $28.0 million of which $28.0 million was outstanding as of December 31, 2008.  This loan bears interest at LIBOR plus 1.65%, or 2.09% at December 31, 2008, and is scheduled to mature in March 2009. The Company is currently negotiating with lenders regarding extending or refinancing this debt.


During 2007, the Company acquired, in separate transactions, 177 operating properties, through joint ventures in which the Company has various non-controlling interests. These properties were acquired for an aggregate purchase price of approximately $1.3 billion, including the assumption of approximately $612.1 million of non-recourse mortgage debt encumbering 142 of the properties and $177.5 million in proceeds from unsecured credit facilities obtained by two joint ventures, which are guaranteed by the Company.  The joint venture partners have pledged their respective equity interest for any guarantee payments the Company is obligated to pay.  The Company accounts for its investment in these joint ventures under the equity method of accounting.  The Company’s aggregate investment in these joint ventures was approximately $261.1 million.  Details of these transactions are as follows (in thousands):



101



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

 

 

Purchase Price

Property Name

Location

Month
Acquired

Cash

Debt

Total

 

 

 

 

 

 

Cypress Towne Center (Phase II)

Houston, TX

Jan-07 (1)

$  2,175

$  4,039

$    6,214

 

 

 

 

 

 

Perimeter Expo

Atlanta, GA

Mar-07

  62,150

       -

    62,150

 

 

 

 

 

 

Cranberry Commons (Phase I)

Pittsburgh, PA

Mar-07 (2)

   9,961

  18,500

    28,461

 

 

 

 

 

 

Westgate Plaza

Tampa, FL

Mar-07 (2)

   4,000

   8,100

    12,100

Sequoia Mall & Tower

Visalia, CA

Apr-07

  29,550

       -

    29,550

 

 

 

 

 

 

Patio (4 Properties)

Santiago, Chile

Apr-07

   5,374

  11,148

    16,522

 

 

 

 

 

 

Cranberry Commons (Phase II)

Pittsburgh, PA

May-07 (3)

   4,539

       -

     4,539

 

 

 

 

 

 

550 Adelaide Street East

Toronto, Ontario

May-07

   9,900

       -

     9,900

 

 

 

 

 

 

K-Mart Shopping Ctr

Pompano Beach, FL

Jun-07

   7,800

       -

     7,800

 

 

 

 

 

 

American Industries (2 Properties)

Chihuahua, Mexico

Jun-07

   3,968

       -

     3,968

 

 

 

 

 

 

Frederick 125th St

New York, NY

Jun-07 (4)

   5,000

  25,000

    30,000

 

 

 

 

 

 

In Town Suites

(127 extended stay residential
properties, 16,364 units)

Various

Jun-07

 155,800

 617,607

   773,407

 

 

 

 

 

 

American Industries (6 Properties)

Various, Mexico

Jul-07

  13,300

       -

    13,300

 

 

 

 

 

 

1150 Provincial Road

Windsor, Ontario

Jul-07

  11,346

       -

    11,346

 

 

 

 

 

 

In Town Suites
(9 extended stay residential
properties, 129 units)

Various

Jul-07

  1,156

  39,744

    40,900

 

 

 

 

 

 

2 Properties

Various, Mexico

Jul-07

  57,729

       -

    57,729

 

 

 

 

 

 

American Industries

Reynosa, Mexico

Aug-07

   3,579

       -

     3,579

 

 

 

 

 

 

California Portfolio (3 Properties)

Various,CA (6)

Oct-07

   7,900

  31,300

    39,200

 

 

 

 

 

 

In Town Suites
(extended stay residential
property, 129 units)

Louisville, KY

Oct-07

   3,150

       -

     3,150

 

 

 

 

 

 

American Industries (9 Properties)

Various, Mexico

Oct-07

  44,535

       -

    44,535

 

 

 

 

 

 

Harston Woods
(1 Property, 411 residential units)

Euless, TX

Nov-07

   2,300

   9,700

    12,000

 

 

 

 

 

 

Willowick
(1 Property, 171 residential  units)

Houston, TX

Nov-07

  14,051

  24,500

    38,551

 

 

 

 

 

 

American Industries

Chihuahua, Mexico

Dec-07

   5,600

       -

     5,600

 

 

 

 

 

 

Total

Acquisitions

 

$464,863

$789,638

$1,254,501




102



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




(1)

This property was transferred from KDI.

(2)

These properties were transferred from ventures in which the Company had preferred equity investments.

(3)

This property was transferred from the Company.

(4)

This property was purchased for redevelopment purposes.

(5)

Includes approximately $278.6 million of assumed cross-collateralized non-recourse mortgage debt with interest rates ranging from 5.19% to 5.89%, encumbering 86 properties, $186.0 million of new cross-collateralized non-recourse mortgage debt with an interest rate of 5.59%, encumbering 35 properties and a $153.0 million three-year unsecured credit facility, which bears interest at LIBOR plus 0.325% (5.55% as of December 31, 2007), and is guaranteed by the Company.  The joint venture partner has pledged its equity interest for any guaranty payment the Company is obligated to pay.

(6)

Three properties acquired located in Pleasanton, CA, Laguna Hills, CA and San Diego, CA.


During 2007, the Company transferred in separate transactions, 50% of its 100% interest in seven projects located in Juarez, Tecamac, Mexicali, Cuaulta, Ciudad Del Carmen, Tijuana and Rosarito, Mexico to a joint venture partner for approximately $48.3 million, which approximated their carrying values.  As a result of these transactions, the Company has deconsolidated these entities and now accounts for its investments under the equity method of accounting.


During 2007, joint ventures in which the Company has non-controlling interests disposed of, in separate transactions, (i) seven properties for an aggregate sales price of approximately $467.3 million resulting in an aggregate gain of approximately $42.7 million, of which the Company’s share was approximately $24.9 million and (ii) two vacant parcels of land for an aggregate sales price of $6.7 million, which resulted in no gain or loss.


Summarized financial information for these real estate joint ventures (excluding KROP, which is presented separately above) is as follows (in millions):


 

 

 

December 31,

 

 

 

2008

 

2007

Assets:

 

 

 


 

Real estate, net

$

12,559.8

$

12,176.0

 

Other assets

 

 727.9

 

 1,317.5

 

 

$

13,287.7

$

13,493.5

Liabilities and Partners’/Members’ Capital:

 

 

 

 

 

Mortgages payable

$

7,892.3

$

7,901.1

 

Notes payable

 

  872.7

 

  917.6

 

Construction loans

 

  118.0

 

   39.8

 

Other liabilities

 

  302.2

 

  278.6

 

Minority interest

 

  116.9

 

  101.3

 

Partners’/Members’ capital

 

 3,985.6

 

4,255.1

 

 

$

13,287.7

$

13,493.5


 

 

Year Ended December 31,

 

 

2008

 

2007

 

2006

Revenues from rental property

$

1,645.8 

$

1,452.2 

$

936.3 

Operating expenses

 

(562.7)

 

(435.4)

 

(268.9)

Interest

 

(514.7)

 

(497.9)

 

(299.2)

Depreciation and amortization

 

(450.6)

 

(383.8)

 

(204.8)

Other, net

 

 (96.0)

 

 (18.8)

 

 (12.7)

 

 

(1,624.0)

 

(1,335.9)

 

(785.6)

Income from continuing operations

 

21.8 

 

116.3 

 

150.7 

Discontinued Operations:

 

 

 

 

 

 

Income/(loss) from discontinued operations

 

(0.7)

 

2.6 

 

5.6 

Gain on dispositions of properties

 

13.4 

 

164.5 

 

24.6 

Net income

$

34.5 

$

283.4 

$

180.9 




103



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling approximately $9.7 million and $16.9 million at December 31, 2008 and 2007, 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, 2008 and 2007, the Company’s carrying value in these investments approximated $1.2 billion.  


8.  Other Real Estate Investments:


Preferred Equity Capital -


The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate properties.  During 2008, the Company provided, in separate transactions, an aggregate of approximately $51.9 million in investment capital to developers and owners of 28 real estate properties.  During 2007, the Company provided, in separate transactions, an aggregate of approximately $103.6 million in investment capital to developers and owners of 61 real estate properties.  As of December 31, 2008, the Company’s net investment under the Preferred Equity program was approximately $534.0 million relating to 633 properties including 402 net lease properties described below. For the years ended December 31, 2008, 2007 and 2006, the Company earned approximately $66.8 million, including $24.6 million of profit participation earned from 10 capital transactions, $67.1 million, including $30.5 million of profit participation earned from 18 capital transactions, and $40.1 million, including $12.2 million of profit participation earned from 16 capital transactions, respectively, from these investments.


Included in the capital transactions described above for the year ended December 31, 2008, was the sale of the Company’s preferred equity investment in an operating property to its partner for approximately $29.5 million.  The Company provided seller financing to the partner for approximately CAD $24.0 million (approximately USD $23.5 million), which bears interest at a rate of 8.5% per annum and has a maturity date of June 2013.  The Company evaluated this transaction pursuant to the provisions of EITF 98-8, “Accounting for Transfers of Investments That are in Substance Real Estate” and FAS 66 and, accordingly, recognized profit participation of approximately $10.8 million.


Two of the capital transactions described above for the year ended December 31, 2007, were the result of the transfer of two operating properties, in separate transactions, to a joint venture in which the Company holds a 15% non-controlling interest for an aggregate price of approximately $40.6 million, including the assumption of approximately $26.6 million in non-recourse debt.  These sales resulted in an aggregate profit participation of approximately $1.4 million.


Also, included in the capital transactions described above for the year ended December 31, 2007, was the transfer of an operating property to the Company for approximately $4.5 million, including the assumption of $3.1 million in non-recourse mortgage debt. As a result of the Company’s acquisition of this property, the Company did not recognize any profit participation.


Additionally, during 2007, the Company invested approximately $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. This entity was deemed to be a VIE based on the fact that certain non-equity holders have the right to receive expected residual returns from this entity. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company is in a preferred position and would not absorb a majority of expected losses, nor would it receive a majority of the entities expected residual returns. As of December 31, 2008, these properties were encumbered by third party loans aggregating approximately $428.8 million with interest rates ranging from 5.08% to 10.47% with a weighted average interest rate of 9.3% and maturities ranging from 0.4 years to 14.2 years. The Company’s investment in this VIE as of December 31, 2008 was $96.7 million. The Company has not provided financial support to the VIE that is was not previously contractually required to provide.


104



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):


 

 

December 31,

 

 

2008

 

2007

Assets:

 

 

 

 

   Real estate, net

$

2,012.3

$

2,223.3

   Other assets

 

 791.3

 

 701.3

 

$

2,803.6

$

2,924.6

Liabilities and Partners’/Members’ Capital:

 

 

 

 

   Notes and mortgages payable

$

2,089.3

$

2,157.7

   Other liabilities

 

 65.3

 

 86.2

   Partners’/Members’ capital

 

649.0

 

 680.7

 

$

2,803.6

$

2,924.6


 

 

Year Ended December 31,

 

 

2008

 

2007

 

2006

 

 

 

 

 

 

 

Revenues from Rental Property

$

313.3

$

266.3

$

177.6

Operating expenses

 

(100.1)

 

 (87.5)

 

(58.6)

Interest

 

(127.5)

 

 (111.1)

 

(61.6)

Depreciation and amortization

 

 (63.7)

 

 (60.3)

 

(34.2)

Other, net

 

 5.8

 

  (1.1)

 

 (4.4)

 

 

 27.8

 

 6.3

 

 18.8

Gain on disposition of properties

 

8.5

 

90.5

 

49.4

Net income

$

36.3

$

96.8

$

68.2


In addition to the net leased portfolio VIE discussed above, the Company’s preferred equity investments include five additonal investments that are VIE’s for which the Company is not the primary beneficiary. These joint ventures were primarily established to develop real estate property for long-term investment. These entities were deemed VIE’s 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 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 not the primary beneficiary of these VIE’s  based on the fact that the Company is in a preferred position and would not absorb a majority of expected losses, nor would it receive a majority of the entity's expected residual returns.


The Company’s aggregate investment in these VIE’s was approximately $14.0 million as of December 31, 2008, which is included in Other real estate investments in the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with these VIE’s is estimated to be $26.2 million, which primarily represents the Company’s current investment and estimated future funding commitments.  Three of these entities are encumbered by third party debt aggregating $31.7 million. The Company has not provided financial support to the 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 partners in accordance with their respective ownership percentages.   


The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital.  As of December 31, 2008 and 2007, the Company’s invested capital in its preferred equity investments approximated $534.0 million and $569.8 million, respectively.


Other -


Additionally, during 2008, the Company sold its 18.7% interest in a real estate company located in Mexico for approximately $23.2 million resulting in a gain of approximately $7.2 million.



105



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, 2008, 2007 and 2006, was approximately $2.7 million, $1.2 million and $1.3 million, respectively. These amounts represent sublease revenues during the years ended December 31, 2008, 2007 and 2006, of approximately $7.1 million, $7.7 million and $8.2 million, respectively, less related expenses of $4.4 million, $5.1 million and $5.7 million, respectively, and an amount which, in management's estimate, reasonably provides for the recovery of the investment over a period representing the expected remaining term of the retail store leases.  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): 2009, $5.6 and $3.8; 2010, $5.4 and $3.7; 2011, $4.5 and $3.1; 2012, $2.3 and $2.1; 2013, $1.0 and $1.3 and thereafter, $1.4 and $0.5, 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 approximately $4.0 million.  This equity investment is reported as a net investment in leveraged lease in accordance with SFAS No. 13, Accounting for Leases (as amended).  


From 2002 to 2007, 18 of these properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $31.2 million.


As of December 31, 2008, the remaining 12 properties were encumbered by third-party non-recourse debt of approximately $42.8 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, 2008 and 2007, the Company’s net investment in the leveraged lease consisted of the following (in millions):


 

2008

 

2007

 

 

 

 

Remaining net rentals

$53.8 

 

$55.0 

Estimated unguaranteed residual value

 31.7 

 

 36.0 

Non-recourse mortgage debt

(38.5)

 

(43.9)

Unearned and deferred income

(43.0)

 

(43.3)

 

 

 

 

Net investment in leveraged lease

$ 4.0 

 

$ 3.8 


9.  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, 2008, see Financial Statement Schedule IV included on page 144 of this annual report on Form 10-K.



106



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Reconciliation of Mortgage loans and other financing receivables on Real Estate:


The following table reconciles Mortgage loans and other financing receivables on Real Estate from January 1, 2006 to December 31, 2008:


 

2008

 

2007

 

2006

Balance at January 1

$153,847 

 

$162,669 

 

$132,675 

 

 

 

 

 

 

Additions:

 

 

 

 

 

   New mortgage loan

86,247 

 

62,362 

 

104,892 

   Additions under existing  mortgage loans

8,268 

 

 38,122 

 

  54,815 

   Capitalized loan costs

605 

 

675 

 

  1,305 

   Amortization of discount

247 

 

    271 

 

    673 

 

 

 

 

 

 

Deductions:

 

 

 

 

 

   Collections of principal

(48,633)

 

 (105,277)

 

 (97,501)

   Charge Off/Foreign currency translation

(15,630)

 

(1,837)

 

(609)

   Amortization of premium

(2,279)

 

(2,298)

 

 (33,003)

   Amortization of loan costs

   (680)

 

   (840)

 

   (578)

Balance at December 31

$181,992 

 

$153,847 

 

$162,669 


10.  Marketable Securities:


The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2008 and 2007, are as follows (in thousands):


 

December 31, 2008

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Estimated
Fair Value

 

 

 

 

 

 

 

 

Available-for-sale:

 

 

 

 

 

 

 

   Equity and debt  securities

$ 220,560

 

$   122

 

$ (60,518)

 

$ 160,164

 

 

 

 

 

 

 

 

Held-to-maturity:

 

 

 

 

 

 

 

   Other debt securities

 98,010

 

 2,177

 

(41,565)

 

58,622

 

 

 

 

 

 

 

 

Total marketable securities

$ 318,570

 

$ 2,299

 

$(102,083)

 

$ 218,786


 

December 31, 2007

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Estimated
Fair Value

 

 

 

 

 

 

 

 

Available-for-sale:

 

 

 

 

 

 

 

   Equity securities

 $114,896

 

$24,846

 

$(13,706)

 

$126,036

 

 

 

 

 

 

 

 

Held-to-maturity:

 

 

 

 

 

 

 

   Other debt securities

  86,952

 

3,747

 

 (4,284)

 

86,415

 

 

 

 

 

 

 

 

Total marketable securities

 $201,848

 

$28,593

 

$(17,990)

 

$212,451




107



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During February 2008, the Company acquired an aggregate $190 million Australian denominated (“AUD”) (approximately $170.1 million USD) convertible notes issued by a subsidiary of Valad Property Group (“Valad”), a publicly traded Australian company listed on the Australian stock exchange that is a diversified, property fund manager, investor, developer and property investment banker with property investments in Australia, Europe and Asia.  The notes are guaranteed by Valad and bear interest at 9.5% payable semi-annually in arrears.  The notes are repayable after five years with an option for Valad to extend up to 18 months, subject to certain interest rate and conversion price resets.  The notes are convertible any time into publicly traded Valad securities at a price of AUD $1.33.


In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”), the Company has bifurcated the conversion option within the Valad convertible notes and will separately account for this option as an embedded derivative.  The original host instrument is classified as an available-for-sale marketable security at fair value and is included in Marketable securities on the Company’s Consolidated Balance Sheets with changes in the fair value recorded through Stockholders’ equity as a component of other comprehensive income.  At December 31, 2008, the Company had an unrealized loss associated with these notes of approximately $46.0 million.  Interest payments on the notes are current and all amounts due in accordance with contractual terms are considered probable by the Company.  The Company has the intent and ability to hold the notes to recover its investment, which may be to its maturity and therefore, does not believe that the decline in value at December 31, 2008, is other-than-temporary.  The embedded derivative is recorded at fair value and is included in Other assets on the Company’s Consolidated Balance Sheets with changes in fair value recognized in the Company’s Consolidated Statements of Income.  The value attributed to the embedded convertible option was approximately AUD $14.3 million, (approximately USD $13.8 million).  As a result of the fair value remeasurement of this derivative instrument during 2008, there was an AUD $5.5 million (approximately USD $5.9 million) unrealized decrease in the fair value of the convertible option.  This unrealized decrease is included in Other expense, net on the Company’s Consolidated Statements of Income.


For each of the securities in the Company’s portfolio with unrealized losses, the Company reviews the underlying cause of the 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.


During 2008, the Company recorded non-cash impairment charges of approximately $92.7 million, net of approximately $25.7 million of income tax benefit, due to the decline in value of certain marketable equity and other investments that were deemed to be other-than-temporary. Of the $92.7 million approximately $83.1 million of these impairment charges were taken at the end of the fourth quarter of 2008 resulting from the unprecedented deterioration of the equity markets during the fourth quarter and the uncertainty of their future recoverability. Market value for these equity securities represents the closing price of each security as it appears on their respective stock exchange at the end of the period.  Details of these impairment charges are as follows (in thousands):


 

 

For the year ended December 31, 2008

 

 

 

Valad, net of income tax benefit of $18,172

$

27,258

Innvest

 

24,164

Cost method investments, net of income tax benefit of $7,072

 

10,609

Sears, net of income tax benefit of $190

 

8,601

Lexington

 

7,526

Winthrop

 

5,440

Other, net of income tax benefit of $262

 

9,120

 

$

92,718


At December 31, 2008, the Company’s investment in marketable securities was approximately $258.2 million, which includes an aggregate unrealized loss of approximately $60.5 million related to marketable equity and debt securities investments.  At December 31, 2008, marketable equity securities with unrealized loss positions for (i) less than twelve months had an aggregate unrealized loss of approximately $12.0 million and (ii) more than twelve months had an aggregate unrealized loss of approximately $2.5 million.  The Company does not believe that the declines in value of any of its remaining securities with unrealized losses are other-than-temporary at December 31, 2008.  



108



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During 2008, the Company received approximately $50.3 million in proceeds from the sale of certain marketable securities.  The Company recognized gross realizable gains of approximately $15.9 million and gross realizable losses of approximately $1.9 million from its marketable securities during 2008.  


The Company will continue to assess declines in value of its marketable securities on an on going basis.  Based on these assessments, the Company may determine that a decline in value for one or more of its investments may be other-than-temporary and would therefore write-down its cost basis accordingly.  


As of December 31, 2008, the contractual maturities of other debt securities classified as held-to-maturity are as follows:  within one year, $6.1 million; after one year through five years, $65.6 million; after five years through 10 years, $ 10.8 million; and after 10 years, $15.5 million.  Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties.


11.  Notes Payable:


Medium Term Notes –


The Company has implemented a medium-term notes ("MTN") program pursuant to which it 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.


During the year ended December 31, 2008, the Company repaid its $100.0 million 3.95% medium term notes, which matured on August 5, 2008 and its $25.0 million 7.2% senior notes, which matured on September 15, 2008.


During the year ended December 31, 2007, the Company repaid the following Senior Unsecured Notes: (i) its $30.0 million 7.46% fixed rate notes, which matured on May 20, 2007, (ii) its $55.0 million 5.75% fixed rate notes, which matured on June 29, 2007, (iii) its $20.0 million 6.96% fixed rate notes, which matured on July 16, 2007, (iv) its $50.0 million 7.86% fixed rate notes, which matured on November 1, 2007, (v) its $50.0 million 7.90% fixed rate notes, which matured on December 7, 2007 and (vi) its $10.0 million 6.70% fixed rate notes, which matured on December 14, 2007.  Additionally, the Company repaid its $35.0 million 4.96% fixed rate Senior Unsecured Notes, which matured on November 30, 2007.


As of December 31, 2008, a total principal amount of approximately $1.2 billion in senior fixed-rate MTNs was outstanding.  These fixed-rate notes had maturities ranging from five months to seven years as of December 31, 2008, and bear interest at rates ranging from 4.62% to 7.56%. Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of neighborhood and community shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.


As of December 31, 2007, a total principal amount of approximately $1.3 billion in senior fixed-rate MTNs was outstanding.  These fixed-rate notes had maturities ranging from seven months to eight years as of December 31, 2007, and bear interest at rates ranging from 3.95% to 7.56%. Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of neighborhood and community shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.


Senior Unsecured Notes –


During April 2007, the Company issued $300.0 million of ten-year Senior Unsecured Notes at an interest rate of 5.70% per annum payable semi-annually in arrears.  These notes were sold at 99.984% of par value.  Net proceeds from the issuance were approximately $297.8 million, after related transaction costs of approximately $2.2 million.  The proceeds from this issuance were primarily used to repay a portion of the outstanding balance under the Company’s U.S. Credit Facility and for general corporate purposes.



109



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



As of December 31, 2008, the Company had a total principal amount of $1.2 billion in fixed-rate unsecured senior notes.  These fixed-rate notes had maturities ranging from one month to eight years as of December 31, 2008, and bear interest at rates ranging from 4.70% to 7.95%.  Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears.


As of December 31, 2007, the Company had a total principal amount of $1.2 billion in fixed-rate unsecured senior notes.  These fixed-rate notes had maturities ranging from nine months to nine years as of December 31, 2007, and bear interest at rates ranging from 4.70% to 7.95%.  Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears.


The scheduled maturities of all unsecured notes payable as of December 31, 2008, were approximately as follows (in millions): 2009, $186.1; 2010, $208.0; 2011, $1,064.9; 2012, $217.0; 2013, $513.9; and thereafter, $1,250.9.


During April 2007, the Company entered into a fourth supplemental indenture, under the indenture governing its Medium Term Notes and Senior notes, which removed the financial covenants of future offerings under this indenture.


In accordance with the terms of the Indenture, as amended, pursuant to which the Company's senior unsecured notes, except for the $300.0 million issued under the fourth supplemental indenture, described above, 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 (b) 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.


Credit Facilities –


During October 2007, the Company established a new $1.5 billion unsecured U.S. revolving credit facility (the "U.S. Credit Facility") with a group of banks, which is scheduled to expire in October 2011, with a one-year extension option.  This credit facility, which replaced the Company’s $850.0 million unsecured U.S. revolving facility which was scheduled to expire in July 2008, has made available 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 U.S. Credit Facility accrues at LIBOR plus 0.425% and fluctuates in accordance with changes in the Company’s senior debt ratings.  As part of this U.S. Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $750.0 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.  A facility fee of 0.15% per annum is payable quarterly in arrears.  As part of the U.S. Credit Facility, the Company has a $200.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Pounds Sterling, Japanese Yen or Euros.  Pursuant to the terms of the U.S. 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, 2008, there was $675.0 million outstanding and $23.5 million letter of credit appropriations under this credit facility.


During August 2007, the Company obtained a $200.0 million unsecured term loan that bore interest at LIBOR plus 0.325%.  The term loan was scheduled to mature on December 14, 2007.  The Company utilized these proceeds to partially repay the outstanding balance on the Company’s U.S. revolving credit facility.  The term loan was fully repaid in October 2007.


The Company also has a three-year CAD $250.0 million unsecured credit facility with a group of banks.  This facility bore interest at the CDOR Rate, as defined, plus 0.45%, and was scheduled to expire in March 2008.  During October 2007, the facility was amended to modify the covenant package to conform to the Company’s U.S. Credit Facility.  The facility was further amended in January 2008, to extend the maturity date to 2011, with an additional one-year extension option, at a reduced rate of CDOR plus 0.425%, subject to change in accordance with the Company’s senior debt ratings. This facility also permits U.S. dollar borrowings.  Proceeds from this facility are used for general corporate purposes, including the funding of Canadian denominated investments.  As of December 31, 2008, the outstanding balance under this facility was approximately CAD $40.0 million (approximately USD $32.7 million).



110



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



The Company had a three-year MXP 500.0 million unsecured revolving credit facility which bore interest at the TIIE Rate, as defined therein, plus 1.00%, subject to change in accordance with the Company’s senior debt ratings, and was scheduled to mature in May 2008.  During March 2008, the Company obtained a MXP 1.0 billion term loan, which bears interest at a rate of 8.58%, subject to change in accordance with the Company’s senior debt ratings, and is scheduled to mature in March 2013.  The Company utilized proceeds from this term loan to fully repay the outstanding balance of the MXP 500.0 million unsecured revolving credit facility, which had been terminated.  Remaining proceeds from this term loan were used for funding MXP denominated investments.  As of December 31, 2008, the outstanding balance on this term loan was MXP 1.0 billion (approximately USD $73.9 million).


12.  Mortgages Payable:


During 2008, the Company (i) obtained an aggregate of approximately $16.7 million of non-recourse mortgage debt on three operating properties, (ii) assumed approximately $101.1 million of individual non-recourse mortgage debt relating to the acquisition of five operating properties, including approximately $0.8 million of fair value debt adjustments and (iii) paid off approximately $73.4 million of individual non-recourse mortgage debt that encumbered 11 operating properties.


During 2007, the Company (i) obtained an aggregate of approximately $285.8 million of individual non-recourse mortgage debt on 12 operating properties, (ii) assumed approximately $83.7 million of individual non-recourse mortgage debt relating to the acquisition of eight operating properties, including approximately $2.5 million of fair value debt adjustments, (iii) obtained approximately $3.2 million of additional funding on three previously encumbered properties and (iv) paid off approximately $81.6 million of individual non-recourse mortgage debt that encumbered 11 operating properties.


Mortgages payable, collateralized by certain shopping center properties and related tenants' leases, are generally due in monthly installments of principal and/or interest which mature at various dates through 2035.  Interest rates range from approximately 3.70% to 10.50% (weighted-average interest rate of 4.73% as of December 31, 2008).  The scheduled principal payments of all mortgages payable, excluding unamortized fair value debt adjustments of approximately $6.8 million, as of December 31, 2008, were approximately as follows (in millions): 2009, $204.5; 2010, $69.1; 2011, $55.1; 2012, $76.8; 2013, $87.5; and thereafter, $369.6.


13.  Construction Loans Payable:


During 2008, the Company obtained construction financing on three merchant building projects with total loan commitment amounts up to $35.4 million, of which $8.7 million was outstanding as of December 31, 2008.  As of December 31, 2008, total loan commitments on the Company’s 16 outstanding construction loans aggregated approximately $364.2 million of which approximately $268.3 million has been funded.  These loans have scheduled maturities ranging from two months to 42 months (excluding any extension options which may be available to the Company) and bear interest at rates ranging from 1.81% to 3.19% at December 31, 2008. These construction loans are collateralized by the respective projects and associated tenants’ leases.  The scheduled maturities of all construction loans payable as of December 31, 2008, were approximately as follows (in millions):  2009, $194.0, 2010, $70.0, 2011, $0 and 2012, $4.3.


During 2007, the Company obtained construction financing on five merchant building projects and assumed one loan associated with a separate project for an aggregate original loan commitment amount of up to $187.1 million, of which approximately $80.9 million was outstanding at December 31, 2007.  As of December 31, 2007, the Company had a total of 15 construction loans with total commitments of up to $360.3 million, of which $245.9 million had been funded.  These loans have scheduled maturities ranging from one month to 33 months (excluding any extension options which may be available to the Company) and bear interest at rates ranging from 6.60% to 7.48% at December 31, 2007.  These construction loans are collateralized by the respective projects and associated tenants’ leases.  The scheduled maturities of all construction loans payable as of December 31, 2007, were approximately as follows (in millions):  2008, $143.9, 2009, $66.1, and 2010, $35.9.


14.  Minority Interests:


Minority 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 variable interest entity in accordance with the provisions and guidance of FIN 46(R).



111



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During 2006 the Company acquired seven shopping center properties located throughout Puerto Rico.  The properties were acquired through the issuance of approximately $158.6 million of non-convertible units, approximately $45.8 million of convertible units, the assumption of approximately $131.2 million of non-recourse debt and $116.3 million in cash.  Minority interests related to these acquisitions was approximately $233.0 million of units, including premiums of approximately $13.5 million and a fair market value adjustment of approximately $15.1 million (the "Units").  The Company is restricted from disposing of these assets, other than through a tax free transaction until November 2015.


The Units consisted of (i) approximately 81.8 million Preferred A Units par value $1.00 per unit, which pay the holder a return of 7.0% per annum on the Preferred A Par Value and are redeemable for cash by the holder at any time after one year or callable by the Company any time after six months and contain a promote feature based upon an increase in net operating income of the properties capped at a 10.0% increase, (ii) 2,000 Class A Preferred Units, par value $10,000 per unit, which pay the holder a return equal to LIBOR plus 2.0% per annum on the Class A Preferred Par Value and are redeemable for cash by the holder at any time after November 30, 2010, (iii) 2,627 Class B-1 Preferred Units, par value $10,000 per unit, which pay the holder a return equal to 7.0% per annum on the Class B-1 Preferred Par Value and are redeemable by the holder at any time after November 30, 2010, for cash or at the Company’s option, shares of the Company’s common stock, equal to the Cash Redemption Amount, as defined, (iv) 5,673 Class B-2 Preferred Units, par value $10,000 per unit, which pay the holder a return equal to 7.0% per annum on the Class B-2 Preferred par value and are redeemable for cash by the holder at any time after November 30, 2010, and (v) 640,001 Class C DownReit Units, valued at an issuance price of $30.52 per unit which pay the holder a return at a rate equal to the Company’s common stock dividend and are redeemable by the holder at any time after November 30, 2010, for cash or at the Company’s option, shares of the Company’s common stock equal to the Class C Cash Amount, as defined.


During 2008, 4,462 units, or $44.6 million, of the Class B-2 Preferred Units were redeemed and 806 units, or $8.1 million, of the Class A Preferred Units were redeemed under the Loan provision of the Agreement. Additionally, 2.2 million, or $2.2 million, of the Preferred A Units were redeemed for cash.  Minority interest relating to the units was $129.8 million and $187.6 million as of December 31, 2008 and 2007, respectively.


During 2007, 2,438 units, or $24.4 million, of the Class B-1 Preferred Units were redeemed and 61,804 units, or $1.9 million, of the Class C DownREIT Units were redeemed under the Loan provision of the Agreement. The Company opted to settle these units in cash not stock. Additionally, 300 units, or $3.0 million, of the Class B-2 Preferred Units were redeemed through transfer to a charitable organization, as permitted under the provisions of the Agreement.  


During 2006, the Company acquired two shopping center properties located in Bay Shore and Centereach, NY during 2006. Included in Minority interests are approximately $41.6 million, including a discount of $0.3 million and a fair market value adjustment of $3.8 million, in redeemable units (the "Redeemable Units"), issued by the Company. The properties were acquired through the issuance of $24.2 million of Redeemable Units, which are redeemable at the option of the holder; approximately $14.0 million of fixed rate Redeemable Units and the assumption of approximately $23.4 million of non-recourse debt.  The Redeemable Units consist of (i) 13,963 Class A Units, par value $1,000 per unit, which pay the holder a return of 5% per annum of the Class A par value and are redeemable for cash by the holder at any time after April 3, 2011, or callable by the Company any time after April 3, 2016, and (ii) 647,758 Class B Units, valued at an issuance price of $37.24 per unit, which pay the holder a return at a rate equal to the Company’s common stock dividend and are redeemable by the holder at any time after April 3, 2007, for cash or at the option of the Company for Common Stock at a ratio of 1:1, or callable by the Company any time after April 3, 2026.  The Company is restricted from disposing of these assets, other than through a tax free transaction, until April 2016 and April 2026 for the Centereach, NY, and Bay Shore, NY, assets, respectively.


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. Minority interest relating to the units was $40.5 million and $40.4 million as of December 31, 2008 and 2007, respectively.


Minority interests also includes 138,015 convertible units issued during 2006, by the Company, which are valued at approximately $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.



112



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Minority interest had also included approximately 4.8 million convertible units (the "Convertible Units") issued by the Company valued at $80.0 million related to an interest acquired in a shopping center property located in Daly City, CA, in 2002.  The Convertible Units were convertible at a ratio of 1:1 into Common Stock and were entitled to a distribution equal to the dividend rate of the Company’s common stock multiplied by 1.1057.  During 2008, all of these Convertible Units were redeemed.  The Company elected to redeem these Convertible Units, at a ratio of one for one, for an aggregate of 4.8 million shares of Common Stock, of which 1.0 million shares were valued at $17.26 per share and 3.8 million shares were valued at $15.02 per share.  As of December 31, 2008, there is no minority interest relating to these units.


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 reflected.  The valuation method used to estimate fair value for fixed-rate and variable-rate debt and minority interests relating to mandatorily redeemable non-controlling interests associated with finite-lived subsidiaries of the Company is based on discounted cash flow analyses, with assumptions that include credit spreads, loan amounts and debt maturities.  The fair values for marketable securities are based on published or securities dealers’ estimated market values.  Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.  The following are financial instruments for which the Company’s estimate of fair value differs from the carrying amounts (in thousands):


 

 

December 31,

 

 

2008

 

2007

 

 

Carrying
Amounts

 

Estimated
Fair Value

 

Carrying
Amounts

 

Estimated
Fair Value

 

 

 

 

 

 

 

 

 

Marketable Securities

$

318,570

$

218,786

$

201,848

$

212,451

 

 

 

 

 

 

 

 

 

Notes Payable

$

3,440,819

$

2,766,187

$

3,131,765

$

3,095,004

 

 

 

 

 

 

 

 

 

Mortgages Payable

$

 847,491

$

838,503

$

838,738

$

824,609

 

 

 

 

 

 

 

 

 

Construction Payable

$

268,337

$

262,485

$

245,914

$

245,914

 

 

 

 

 

 

 

 

 

Mandatorily Redeemable Minority Interests (termination dates ranging from 2019 – 2027)

$

2,895

$

5,444

$

3,070

$

6,521


On January 1, 2008, the Company adopted the provisions required by SFAS No. 157 relating to financial assets and liabilities.  SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  SFAS No. 157 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.


SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement.  Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.  As a basis for considering market participant assumptions in fair value measurements, SFAS No. 157 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).


Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.



113



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals.


Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is minimal, if any, related market activity.


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 has certain financial instruments that must be measured under the new fair value standard including: available for sale securities, convertible notes and derivatives. The Company currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.  


Available for sale securities are measured at fair value using quoted market prices and are classified within Level 1 of the valuation hierarchy.


The Company has an investment in convertible notes for which it separately accounts for the conversion option as an embedded derivative. The convertible notes and conversion option are measured at fair value determined using widely accepted valuation techniques including pricing models. These models reflect the contractual terms of the convertible notes, including the term to maturity, and uses observable market-based inputs, including interest rate curves, implied volatilities, stock price, dividend yields and foreign exchange rates.  Based on these inputs the Company has determined that its convertible notes and conversion option valuations are classified within Level 2 of the fair value hierarchy.


The Company uses 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 its interest rate swap valuations are classified within Level 2 of the fair value hierarchy.


To comply with the provisions of SFAS No. 157, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties.  However, as of December 31, 2008, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.  


The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2008, aggregated by the level in the fair value hierarchy within which those measurements fall.


Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2008 (in thousands):


 

 

Balance at December 31, 2008

 

Level 1

 

Level 2

 

Level 3

Assets:

 

 

 

 

 

 

 

 

  Marketable equity securities

$

46,452

$

46,452

$

-

$

-

  Convertible notes

$

113,713

$

-

$

113,713

$

-

  Conversion option

$

 6,063

$

-

$

6,063

$

-

Liabilities:

 

 

 

 

 

 

 

 

  Interest rate swaps

$

734

$

-

$

734

$

-




114



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During 2008, the Company recognized nonrecurring non-cash impairment charges of $15.5 million against the carrying value of its investment in its unconsolidated joint ventures with PREI, KimPru, reflecting an other-than-temporary decline in the fair value of its investment resulting from further significant declines in the real estate markets during the fourth quarter of 2008. The Company’s estimated fair values relating to these impairment assessments are based upon discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period. These cash flows are comprised of unobservable inputs which include contractual rental revenues and forecasted rental revenues and expenses based upon current market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective properties. Based on these inputs the Company has determined that its valuation of its KimPru investment is classified within Level 3 of the fair value hierarchy.


16.  Financial Instruments - Derivatives and Hedging:


The Company is exposed to the effect of changes in interest rates, foreign currency exchange rate fluctuations and market value fluctuations of equity securities. The Company limits these risks by following established risk management policies and procedures including the use of derivatives.


The principal financial instruments generally used by the Company are interest rate swaps, foreign currency exchange forward contracts, cross currency swaps and equity warrant contracts. The Company, from time to time, hedges the future cash flows of its floating-rate debt instruments to reduce exposure to interest rate risk principally through interest rate swaps with major financial institutions.


The following tables summarize the notional values and fair values of the Company's derivative financial instruments as of December 31, 2008 and 2007:


 

As of December 31, 2008

Hedge Type

Notional
Value

Rate

Maturity

Fair Value
(in millions USD)

 

 

 

 

 

Interest rate swaps - cash flow (a)

$18.75 million

5.06%

5/09

$(0.3)

Interest rate swaps – un-designated

$2.96 million

6.35%

3/16

$(0.5)

 

 

 

As of December 31, 2007

Hedge Type

Notional
Value

Rate

Maturity

Fair Value
(in millions USD)

 

 

 

 

 

Interest rate swaps - cash flow

$18.75 million

5.06%

5/09

$(0.2)

Interest rate swaps – un-designated

$2.96 million

6.35%

3/16

$(0.1)


(a)

This interest rate swap was entered into during 2007 and is designated as a cash flow hedge.  The swap is hedging the variability of floating rate interest payments on the debt of a consolidated subsidiary.  No hedge ineffectiveness on this cash flow hedge was recognized during 2008 and 2007.


As of December 31, 2008 and 2007, respectively, these derivative instruments were reported at their fair value as other liabilities of $(0.8 million) and $(0.3) million.  The Company expects to reclassify to earnings less than $1.0 million of the current OCI balance during the next 12 months.


17.  Preferred Stock, Common Stock and Convertible Unit Transactions:


During September 2008, the Company completed a primary public stock offering of 11,500,000 shares of the Company’s common stock.  The net proceeds from this sale of common stock, totaling approximately $409.4 million (after related transaction costs of $0.6 million) were used to partially repay the outstanding balance under the Company’s U.S. revolving credit facility.  


During October 2007, the Company issued 18,400,000 Depositary Shares (the "Class G Depositary Shares"), after the exercise of an over-allotment option, each representing a one-hundredth fractional interest in a share of the Company’s 7.75% Class G Cumulative Redeemable Preferred Stock, par value $1.00 per share (the "Class G Preferred Stock").  Dividends on the Class G Depositary Shares are cumulative and payable quarterly in arrears at the rate of 7.75% per annum based on the $25.00 per share initial offering price, or $1.9375 per annum.  The Class G Depositary Shares are redeemable, in whole or part, for cash on or after October 10, 2012, at the option of the Company, at a redemption price of $25.00 per depositary share, plus any accrued and unpaid dividends thereon.  The Class G Depositary Shares are not convertible or exchangeable for any other property or securities of the Company.  Net proceeds from the sale of the Class G Depositary Shares, totaling approximately $444.5 million (after related transaction costs of $15.5 million) were used for



115



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



general corporate purposes, including funding property acquisitions, investments in the Company’s institutional management programs and other investment activities.  The Company also used a portion of the proceeds to partially repay amounts outstanding under its U.S. Credit Facility.  The Class G Preferred Stock (represented by the Class G Depositary Shares outstanding) ranks pari passu with the Company’s Class F Preferred Stock as to voting rights, priority for receiving dividends and liquidation preference as set forth below.


During June 2003, the Company issued 7,000,000 Depositary Shares (the "Class F Depositary Shares"), each such Class F Depositary Share representing a one-tenth fractional interest of a share of the Company’s 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00 per share (the "Class F Preferred Stock").  Dividends on the Class F Depositary Shares are cumulative and payable quarterly in arrears at the rate of 6.65% per annum based on the $25.00 per share initial offering price, or $1.6625 per annum.  The Class F Depositary Shares are redeemable, in whole or part, for cash on or after June 5, 2008, at the option of the Company, at a redemption price of $25.00 per Depositary Share, plus any accrued and unpaid dividends thereon.  The Class F Depositary Shares are not convertible or exchangeable for any other property or securities of the Company.  The Class F Preferred Stock (represented by the Class F Depositary Shares outstanding) ranks pari passu with the Company’s Class F Preferred Stock as to voting rights, priority for receiving dividends and liquidation preference as set forth below.


Voting Rights - As to any matter on which the Class F Preferred Stock may vote, including any action by written consent, each share of Class F Preferred Stock shall be entitled to 10 votes, each of which 10 votes may be directed separately by the holder thereof.  With respect to each share of Preferred Stock, the holder thereof may designate up to 10 proxies, with each such proxy having the right to vote a whole number of votes (totaling 10 votes per share of Class F Preferred Stock). As a result, each Class F Depositary Share is entitled to one vote.


As to any matter on which the Class G Preferred Stock may vote, including any actions by written consent, each share of the Class G 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 G 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 G Preferred Stock).  As a result, each Class G 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, the 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 $250.00 Class F Preferred per share and $2,500.00 Class G Preferred per share ($25.00 per Class F and Class G 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.


During October 2002, the Company acquired an interest in a shopping center property located in Daly City, CA, valued at $80.0 million, through the issuance of approximately 4.8 million Convertible Units which are convertible at a ratio of 1:1 into the Company’s common stock.  The unit holder has the right to convert the Convertible Units at any time after one year.  In addition, the Company has the right to mandatorily require a conversion after ten years.  If at the time of conversion the common stock price for the 20 previous trading days is less than $16.785 per share, the unit holder would be entitled to additional shares; however, the maximum number of additional shares is limited to 503,932 based upon a floor Common Stock price of $15.180.  The Company has the option to settle the conversion in cash.  Dividends on the Convertible Units are paid quarterly at the rate of the Company’s common stock dividend multiplied by 1.1057. During 2008, all of these Convertible Units were redeemed.  The Company elected to redeem these Convertible Units, at a ratio of 1:1, for 4.8 million shares of Common Stock, of which 1.0 million shares were valued at $17.26 per share and 3.8 million shares were valued at $15.02 per share.

 

During March 2006, the shareholders of Atlantic Realty Trust ("Atlantic Realty") approved the proposed merger with the Company and the closing occurred on March 31, 2006. As consideration for this transaction, the Company issued Atlantic Realty shareholders 1,274,420 shares of Common Stock, excluding 201,930 shares of Common Stock that were to be received by the Company and 546,580 shares of Common Stock that were to be received by the Company’s wholly owned TRS, at a price of $40.41 per share. During December 2008, the Company purchased the 546,580 shares from its TRS for a purchase price of $17.69 per share. The 546,580 shares had a carry-over basis from the Atlantic Realty share price of $17.10 per share.  These shares are no longer considered issued.



116



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During 2006, the Company acquired interests in seven shopping center properties located throughout Puerto Rico.  The properties were acquired through the issuance of approximately $158.6 million of non-convertible units, approximately $45.8 million of convertible units, approximately $131.2 million of non-recourse debt and $116.3 million in cash.


The convertible units consist of (i) 2,627 Class B-1 Preferred Units, par value $10,000 per unit and 640,001 Class C DownREIT Units, valued at an issuance price of $30.52 per unit.  Both the Class B-1 Units and the Class C DownREIT Units are redeemable by the holder at any time after November 30, 2010, for cash, or at the Company’s option, shares of the Company’s common stock.  During 2007, 2,438 units, or $24.4 million, of the Class B-1 Preferred Units were redeemed and 61,804 units, or $1.9 million, of the Class C DownREIT Units were redeemed under the Loan provision of the Agreement. The Company opted to settle these units in cash.


The number of shares of Common Stock issued upon conversion of the Class B-1 Preferred Units would be equal to the Class B-1 Cash Redemption Amount, as defined, which ranges from $6,000 to $14,000 per Class B-1 Preferred Unit depending on the Common Stock’s Adjusted Current Trading Price, as defined, divided by the average daily market price for the 20 consecutive trading days immediately preceding the redemption date.


Prior to January 1, 2009, the number of shares of Common Stock issued upon conversion of the Class C DownREIT Units would be equal to the Class C Cash Amount which equals the number of Class C DownREIT Units being redeemed, multiplied by the Adjusted Current Trading Price, as defined.  After January 1, 2009, if the Adjusted Current Trading Price is greater than $36.62 then the Class C Cash Amount shall be an amount equal to the Adjusted Current Trading Price per Class C DownREIT Unit.  If the Adjusted Current Trading Price is greater than $24.41 but less than $36.62, then the Class C Cash Amount shall be an amount equal to $30.51 per Class C DownREIT Unit, or is less than $24.41, then the Class C Cash Amount shall be an amount per Class C DownREIT Unit equal to the Adjusted Current Trading Price multiplied by 1.25.


During April 2006, the Company acquired interests in two shopping center properties, located in Bay Shore and Centereach, NY, valued at an aggregate $61.6 million.  The properties were acquired through the issuance of units from a consolidated subsidiary and consist of approximately $24.2 million of Redeemable Units, which are redeemable at the option of the holder, approximately $14.0 million of fixed rate Redeemable Units and the assumption of approximately $23.4 million of non-recourse mortgage debt. The Company has the option to settle the redemption of the $24.2 million redeemable units with Common Stock, at a ratio of 1:1 or in cash.  During 2007, 30,000 units, or $1.1 million par value, of the Redeemable Units were redeemed by the holder.  The Company opted to settle these units in cash. 


During June 2006, the Company acquired an interest in an office property, located in Albany, NY, valued at approximately $39.9 million.  The property was acquired through the issuance of approximately $5.0 million of redeemable units from a consolidated subsidiary, which are redeemable at the option of the holder after one year, and the assumption of approximately $34.9 million of non-recourse mortgage debt.  The Company has the option to settle the redemption with Common Stock, at a ratio of 1:1 or in cash.


18.  Supplemental Schedule of Non-Cash Investing/Financing Activities:


The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended December 31, 2008, 2007 and 2006 (in thousands):



117



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

 

2008

 

2007

 

2006

Acquisition of real estate interests by issuance of Common Stock and/or assumption of debt

$

96,226

$

82,614

$

1,627,058

 

 

 

 

 

 

 

Acquisition of real estate interest by issuance of redeemable units

$

-

$

  -

$

247,475

 

 

 

 

 

 

 

Exchange of downREIT units for Common Stock

$

80,000

$

  -

$

   -

 

 

 

 

 

 

 

Disposition/transfer of real estate interest by origination of mortgage debt

$

27,175

$

 -

$

  -

 

 

 

 

 

 

 

Acquisition of real estate interests through proceeds held in escrow

$

-

$

68,031

$

140,802

 

 

 

 

 

 

 

Disposition/transfer of real estate interests by assignment of mortgage debt

$

-

$

-

$

293,254

 

 

 

 

 

 

 

Proceeds held in escrow through sale of real estate interest

$

  -

$

-

$

39,210

 

 

 

 

 

 

 

Acquisition of real estate through the issuance of an unsecured obligation

$

  -

$

  -

$

10,586

 

 

 

 

 

 

 

Disposition of real estate through the issuance of an unsecured obligation

$

6,265

$

  -

$

-

 

 

 

 

 

 

 

Investment in real estate joint venture by contribution of property

$

-

$

740

$

  -

 

 

 

 

 

 

 

Deconsolidation of Joint Venture:

 

 

 

 

 

 

   Decrease in real estate and other assets

$

55,453

$

113,074

$

  -

   Decrease in minority interest, construction loan and other liabilities

$

55,453

$

113,074

$

  -

 

 

 

 

 

 

 

Declaration of dividends paid in succeeding period

$

131,097

$

112,052

$

93,222

 

 

 

 

 

 

 

Consolidation of Joint Venture:

 

 

 

 

 

 

  Increase in real estate and other assets

$

68,360

$

  -

$

   -

 

 

 

 

 

 

 

Consolidation of Kimsouth:

 

 

 

 

 

 

  Increase in real estate and other assets

$

-

$

  -

$

28,377

  Increase in mortgage payable and other liabilities

$

-

$

-

$

28,377


19.  Transactions with Related Parties:


The Company provides management services for shopping centers owned principally by affiliated entities and various real estate joint ventures in which certain stockholders of the Company have economic interests.  Such services are performed pursuant to management agreements which provide for fees based upon a percentage of gross revenues from the properties and other direct costs incurred in connection with management of the centers.


Ripco Real Estate Corp. was formed in 1991 and employs approximately 40 professionals and serves numerous retailers, REITS and developers.  Ripco’s 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,



118



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Chief Executive Officer and Chairman of the Board of Directors of the Company.  During 2008 and 2007, the Company paid brokerage commissions of $478,330 and $257,385, 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 has the following joint venture investments with Ripco.


During 2005, the Company acquired three operating properties and one land parcel, through joint ventures, in which the Company and Ripco each hold 50% non-controlling interests for an aggregate purchase price of approximately $27.1 million, including the assumption of approximately $9.3 million of non-recourse mortgage debt encumbering two of the properties.  The Company accounts for its investment in these joint ventures under the equity method of accounting.  Subsequent to these acquisitions, the joint ventures obtained four individual one-year loans aggregating $20.4 million with interest rates ranging from LIBOR plus 1.00% to LIBOR plus 3.50%.  During 2007, one of these properties was sold for a sales price of approximately $10.5 million, including the pay down of $5.0 million of debt. These loans are scheduled to mature in May 2009, October 2009 and December 2009.  During 2008, one of the loans was increased by $2.0 million.  As of December 31, 2008, there was an aggregate of $17.4 million outstanding on these loans.  These loans are jointly and severally guaranteed by the Company and the joint venture partner.


Reference is made to Note 7 for additional information regarding transactions with related parties.


20.  Commitments and Contingencies:


The Company and its subsidiaries are primarily engaged in the operation of shopping centers which are either owned or held under long-term leases which 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 approximately 99% of total revenues from rental property for each of the three years ended December 31, 2008, 2007 and 2006.


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 approximately as follows (in millions): 2009, $528.5; 2010, $492.7; 2011, $441.5; 2012, $387.7; 2013, $326.4 and thereafter; $1,647.9.


Minimum rental payments under the terms of all non-cancelable operating leases pertaining to the Company’s shopping center portfolio for future years are approximately as follows (in millions): 2009, $10.9; 2010, $8.9; 2011, $6.7; 2012, $6.0; 2013, $5.3; and thereafter, $108.7.


In June 2006, the FASB issued Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with FASB Statement No. 109, "Accounting for Income Taxes".  The interpretation prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  The interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.


The Company adopted the provisions of FIN 48 on January 1, 2007.  The Company does not have any material unrecognized tax benefits, therefore, the adoption of FIN 48 did not have a material impact on the Company’s financial position or results of operations.


During September 2008, a joint venture in which the Company has a non-controlling ownership interest obtained a $37.0 million mortgage loan, which is jointly and severally guaranteed by the Company and the joint venture partner, with a commitment of up to $37.0 million of which $26.9 million was outstanding as of December 31, 2008.  This loan bears interest at 6.375% and is scheduled to mature in October 2019.


During October 2008, a joint venture in which the Company has a non-controlling ownership interest entered into an extension and modification agreement for a $28.0 million term loan.  The loan is guaranteed by the Company, with a commitment of up to $28.0 million of which $28.0 million was outstanding as of December 31, 2008.  This loan bears interest at LIBOR plus 1.65%, or 2.09% at December 31, 2008, and is scheduled to mature in March 2009. The Company is currently negotiating with lenders regarding extending or refinancing this debt.



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During June 2007, the Company entered into a joint venture, in which the Company has a non-controlling ownership interest, and acquired all of the common stock of InTown Suites Management, Inc.  This investment was funded with approximately $186.0 million of new cross-collateralized non-recourse mortgage debt with a fixed interest rate of 5.59%, encumbering 35 properties, a $153.0 million three-year unsecured credit facility, with two one-year extension options, which bears interest at LIBOR plus 0.375% and is guaranteed by the Company and the assumption of $278.6 million cross-collateralized non-recourse mortgage debt with fixed interest rates ranging from 5.19% to 5.89%, encumbering 86 properties. The joint venture partner has pledged its equity interest for any guaranty payment the Company is obligated to pay.  The outstanding balance on the three-year unsecured credit facility was $147.5 million as of December 31, 2008.  The joint venture obtained an interest rate swap at 5.37% on $128.0 million of this debt.  The swap is designated as a cash flow hedge and is deemed highly effective; as such adjustments to the swaps fair value are recorded in Other comprehensive income.


During 2007, the Company entered into a joint venture, in which the Company has a non-controlling ownership interest to acquire a property in Houston, Texas.  This investment was funded with a $24.5 million unsecured credit facility scheduled to mature in November 2009, with a six-month extension option available, which bears interest at LIBOR plus 0.375% and is guaranteed by the Company. The outstanding balance on this credit facility as of December 31, 2008 was $24.5 million.


During April 2007, the Company entered into a joint venture, in which the Company has a 50% non-controlling ownership interest to acquire a property in Visalia, CA.  Subsequent to this acquisition the joint venture obtained a $6.0 million three-year promissory note which bears interest at LIBOR plus 0.75%, and has an extension option of two-years.  This loan is jointly and severally guaranteed by the Company and the joint venture partner.  As of December 31, 2008, the outstanding balance on this loan was $6.0 million.


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. The Company believes that the addition of KIC will provide increased comprehensive insurance coverage at an overall lower cost than would otherwise be available in the market.


During August 2008, KimPru entered into a new $650.0 million credit facility which matures in August 2009, with the option to extend for one year, and bears interest at a rate of LIBOR plus 1.25%.  KimPru is obligated to pay down a minimum of $165.0 million, among other requirements, in order to exercise the one-year extension option.  The required pay down is expected to be sourced from property sales, other debt financings and/or capital contributions by the partners.  This facility is guaranteed by the Company with a guarantee from PREI to the Company for 85% of any guaranty payment the Company is obligated to make. Proceeds from this new credit facility were used to repay the outstanding balance of $658.7 million under an existing $1.2 billion credit facility, which was scheduled to mature in October 2008, and bore interest at a rate of LIBOR plus 0.45%. As of December 31, 2008, the outstanding balance on the new credit facility was $650.0 million.


During 2006, an entity in which the Company has a preferred equity investment, located in Montreal, Canada, obtained a non-recourse construction loan which is collateralized by the respective land and project improvements.  Additionally, the Company has provided a guaranty to the lender and the developer partner has provided an indemnity to the Company for 25% of all debt.  As of December 31, 2008, there was CAD $89.0 million (approximately USD $72.7 million) outstanding on this construction loan.


Additionally, during 2006, KROP obtained a one-year $15.0 million unsecured term loan, which bore interest at LIBOR plus 0.5%.  This loan was guaranteed by the Company and GECRE had guaranteed reimbursement to the Company of 80% of any guaranty payment the Company was obligated to make.  During 2007, KROP paid down the remaining balance of the loan.



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



The Company has issued letters of credit in connection with the completion and repayment guarantees for construction loans encumbering certain of the Company’s ground-up development projects and guaranty of payment related to the Company’s insurance program.  These letters of credit aggregate approximately $34.3 million.  


In connection with the construction of its development projects and related infrastructure, certain public agencies require performance and surety bonds be posted to guarantee that the Company’s obligations are satisfied.  These bonds expire upon the completion of the improvements and infrastructure.  As of December 31, 2008, there were approximately $61.8 million bonds outstanding.


Additionally, the RioCan Venture, an entity in which the Company holds a 50% non-controlling interest, has a CAD $7.0 million (approximately USD $5.7 million) letter of credit facility.  This facility is jointly guaranteed by RioCan and the Company and had approximately CAD $4.6 million (approximately USD $3.8 million) outstanding as of December 31, 2008, relating to various development projects.  


During 2005, an entity in which the Company has a preferred equity investment obtained a CAD $24.3 million (approximately USD $19.8 million) credit facility to finance the construction of a 0.1 million square foot shopping center property located in Kamloops, B.C.  This facility bears interest at Royal Bank Prime Rate ("RBP") plus 0.5% per annum and was scheduled to mature in March 2008.  During 2008 RioCan extended this facility to expire on February 28, 2009.  The Company and its partner in this entity each have a limited and several guarantee of CAD $7.5 million (approximately USD $6.1 million) on this facility.  As of December 31, 2008, there was CAD $22.3 million (approximately USD $18.2 million) outstanding on this facility. During February 2009, PL Retail made a principal payment of $5.6 million and obtained a one year extension option at LIBOR plus 400 basis points for the remaining balance of $30.0 million.


During 2005, PL Retail entered into a $39.5 million unsecured revolving credit facility, which bore interest at LIBOR plus 0.675% and was scheduled to mature in February 2007. During 2008, the loan was extended to February 2009 at a reduced rate of LIBOR plus 0.50%.  This facility is guaranteed by the Company and the joint venture partner has guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make.  As of December 31, 2008, there was $35.6 million outstanding under this facility.  During February 2009, PL Retail made a principal payment of $5.6 million and obtained a one-year extension option for the remaining balance of $30.0 million.


The Company is subject to various legal proceedings and claims that arise in the ordinary course of business.  These matters are generally covered by insurance.  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.


The Company evaluated these guarantees in connection with the provisions of FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others and determined that the impact did not have a material effect on the Company’s financial position or results of operations.


21.  Incentive Plans:


The Company maintains a stock option plan (the "Plan") pursuant to which a maximum of 47,000,000 shares of the Company’s common stock may be issued for qualified and non-qualified options. Options granted under the Plan generally vest ratably over a three to five-year term , expire ten years from the date of grant and are exercisable at the market price on the date of grant, unless otherwise determined by the Board at its sole discretion. In addition, the Plan provides for the granting of certain options 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 stock options in accordance with SFAS No. 123R which requires that all share based payments to employees, including grants of employee stock options, be recognized in the statement of operations over the service period based on their fair values.


The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing formula.  The assumption for expected volatility has a significant affect 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.  The more significant assumptions underlying the determination of fair values for options granted during 2008, 2007 and 2006 were as follows:



121



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

Year Ended December 31,

 

2008

2007

2006

Weighted-average fair value of options granted

$5.73   

$7.41   

$5.55   

 

 

 

 

Weighted-average risk-free interest rates

3.13%

4.50%

4.72%

 

 

 

 

Weighted-average expected option lives (in years)

6.38   

6.50   

6.50   

 

 

 

 

Weighted-average expected volatility

26.16%

19.01%

17.70%

 

 

 

 

Weighted-average expected dividend yield

4.33%

3.77%

4.39%


Information with respect to stock options under the Plan for the years ended December 31, 2008, 2007, and 2006 are as follows:


 

Shares

 

Weighted-Average
Exercise Price
Per Share

 

Aggregate
Intrinsic value
(in millions)

Options outstanding, January 1, 2006

14,551,296 

 

$22.06

 

$145.8

Exercised

(2,196,947)

 

$17.80

 

 

Granted

2,805,650 

 

$39.91

 

 

Forfeited

(366,406)

 

$28.13

 

 

Options outstanding, December 31, 2006

14,793,593 

 

$25.93

 

$281.4

Exercised

(1,884,421)

 

$20.22

 

 

Granted

2,971,900 

 

$41.41

 

 

Forfeited

(257,618)

 

$35.87

 

 

Options outstanding, December 31, 2007

15,623,454 

 

$29.39

 

$133.7

Exercised

(1,862,209)

 

$20.59

 

 

Granted

2,903,475 

 

$37.29

 

 

Forfeited

(400,898)

 

$38.64

 

 

Options outstanding, December 31, 2008

16,263,822 

 

$31.58

 

$ 7.6

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable (fully vested)-

 

 

 

 

 

December 31, 2006

8,826,881 

 

$20.37

 

$217.0

December 31, 2007

9,307,184 

 

$23.10

 

$123.8

December 31, 2008

9,011,677 

 

$26.00

 

$    7.6


The exercise prices for options outstanding as of December 31, 2008, range from $10.67 to $46.00 per share.  The Company estimates forfeitures based on historical data.  The weighted-average remaining contractual life for options outstanding as of December 31, 2008, was approximately 6.9 years. The weighted-average remaining contractual term of options currently exercisable as of December 31, 2008, was approximately 5.5 years.  Options to purchase 5,031,718, 2,996,321, and 5,969,396, shares of the Company’s common stock were available for issuance under the Plan at December 31, 2008, 2007 and 2006, respectively. As of December 31, 2008, the Company had 7,252,145 options expected to vest, with a weighted-average exercise price per share of $38.52 and an aggregate intrinsic value of $0.


Cash received from options exercised under the Plan was approximately $38.3 million, $38.1 million, and $39.1 million for the years ended December 31, 2008, 2007 and 2006, respectively.  The total intrinsic value of options exercised during 2008, 2007 and 2006 was approximately $35.0 million, $54.4 million and $42.2 million, respectively.


The Company recognized stock options expense of $12.3 million, $12.2 million, and $10.2 million for the years ended December 31, 2008, 2007 and 2006, respectively.  As of December 31, 2008, the Company had $33.8 million of total unrecognized compensation cost related to unvested stock compensation granted under the Company’s Plan.  That cost is expected to be recognized over a weighted average period of approximately 3.3 years.



122



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



The Company maintains a 401(k) retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation.  This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation (capped at $170,000), is fully vested and funded as of December 31, 2008.  The Company contributions to the plan were approximately $1.5 million, $1.5 million and $1.3 million for the years ended December 31, 2008, 2007 and 2006, respectively.


Due to current economic conditions resulting in the lack of transactional activity within the real estate industry as a whole the Company has accrued approximately $3.6 million at December 31, 2008, relating to severance costs associated with employees that have been terminated during January 2009.


22.  Income Taxes:


The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992.  To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders.  It is management’s intention 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 as defined under the Code.  If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT 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.


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, 2008, 2007 and 2006 (in thousands):


 

 

2008
(Estimated)

 

2007
(Actual)

 

2006
(Actual)

 

 

 

 

 

 

 

GAAP net income

$

249,902 

$

442,830 

$

428,259 

Less: GAAP net income of taxable REIT subsidiaries

 

(9,002)

 

(98,542)

 

(33,795)

GAAP net income from REIT operations (a)

 

240,900 

 

344,288 

 

394,464 

Net book depreciation in excess of tax depreciation

 

20,686 

 

31,963 

 

23,826 

Deferred/prepaid/above and below market rents, net

 

(25,755)

 

(12,879)

 

(11,964)

Exercise of non-qualified stock options

 

(15,104)

 

(26,210)

 

(26,822)

Book/tax differences from investments in real estate joint ventures

 

53,176 

 

5,740 

 

(7,127)

Book/tax difference on sale of property

 

20,529 

 

(8,788)

 

(49,003)

Valuation adjustment of foreign currency contracts

 

(35)

 

308 

 

142 

Book adjustment to property carrying values and marketable equity securities

 

78,593 

 

 

Other book/tax differences, net

 

11,019 

 

23,911 

 

(5,219)

Adjusted taxable income subject to 90% dividend requirements

$

384,009 

$

358,333 

$

318,297 


Certain amounts in the prior periods have been reclassified to conform to the current year presentation.


(a) - All adjustments to "GAAP net income from REIT operations" are net of amounts attributable to minority interest and taxable REIT subsidiaries.


Reconciliation between Cash Dividends Paid and Dividends Paid Deductions (in thousands):


For the years ended December 31, 2008, 2007 and 2006 cash dividends paid exceeded the dividends paid deduction and amounted to $469,024, $384,502 and $332,552, respectively.



123



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, 2008, 2007 and 2006, (in thousands):


 

2008

 

 

 

2007

 

 

 

2006

 

 

Preferred F Dividends

 

 

 

 

 

 

 

 

 

 

 

  Ordinary income

$ 9,079

 

  78%

 

 $ 7,123

 

  61%

 

 $ 8,200

 

  70%

  Capital gain

   2,559

 

  22%

 

   4,515

 

  39%

 

   3,438

 

  30%

 

 $11,638

 

 100%

 

 $11,638

 

 100%

 

 $11,638

 

 100%

Preferred G Dividends

 

 

 

 

 

 

 

 

 

 

 

  Ordinary income

$ 28,197

 

  78%

 

       -

 

   -

 

       -

 

   -

  Capital gain

   7,948

 

  22%

 

       -

 

   -

 

       -

 

   -

 

$ 36,145

 

 100%

 

       -

 

   -

 

       -

 

   -

Common Dividends

 

 

 

 

 

 

 

 

 

 

 

  Ordinary income

$290,656

 

  69%

 

$207,587

 

  56%

 

$211,803

 

  66%

  Capital gain

  80,036

 

  19%

 

 131,558

 

  35%

 

  89,856

 

  28%

  Return of capital

  50,549

 

  12%

 

  33,719

 

   9%

 

  19,255

 

   6%

 

$421,241

 

 100%

 

$372,864

 

 100%

 

$320,914

 

 100%

 

 

 

 

 

 

 

 

 

 

 

 

Total dividends distributed

$469,024

 

 

 

$384,502

 

 

 

$332,552

 

 


Taxable REIT Subsidiaries ("TRS"):


The Company is subject to federal, state and local income taxes on the income from its TRS activities, which include Kimco Realty Services ("KRS"), a wholly owned subsidiary of the Company and the consolidated entities of FNC, Kimsouth and Blue Ridge Real Estate Company/Big Boulder Corporation.


Income taxes have been provided for on the asset and liability method as required by SFAS No. 109, Accounting for Income Taxes.  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 the TRS assets and liabilities.


The Company’s taxable income for book purposes and provision 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, 2008, 2007, and 2006, are summarized as follows (in thousands):


 

2008

 

2007

 

2006

Income/(loss) before income taxes

$(3,972)

 

$109,057

 

$54,522

(Provision)/benefit for income taxes:

 

 

 

 

 

Federal

11,026

 

(6,565)

 

(17,581)

State and local

1,948

 

(3,950)

 

(3,146)

Total tax provision

12,974

 

(10,515)

 

(20,727)

GAAP net income from taxable REIT subsidiaries

$ 9,002

 

$ 98,542

 

$33,795


The Company’s deferred tax assets and liabilities at December 31, 2008 and 2007, were as follows (in thousands):


 

2008

 

2007

Deferred tax assets:

 

 

 

   Operating losses

$ 48,863

 

$ 64,728

   Other

71,747

 

19,163

   Valuation allowance

(33,783)

 

(36,826)

Total deferred tax assets

86,827

 

47,065

 

 

 

 

Deferred tax liabilities

(2,656)

 

(11,663)

Net deferred tax assets

$ 84,171

 

$ 35,402




124



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, 2008 and 2007.  Operating losses and the valuation allowance are due to the Company’s consolidation of FNC and Kimsouth for accounting and reporting purposes.  At December 31, 2008, FNC had approximately $125.3 million of net operating loss (“NOL”) carry forwards that expire from 2022 through 2025, with a tax value of approximately $48.9 million.  At December 31, 2007, FNC had approximately $128.1 million of NOL carry forwards, with a tax value of approximately $50.0 million.  A valuation allowance of $33.8 million has been established for a portion of these deferred tax assets.  At December 31, 2007, Kimsouth had approximately $37.9 million of NOL carry forwards that expire from 2021 to 2023, with a tax value of approximately $14.8 million.  A valuation allowance for $3.1 million had been established for a portion of these deferred tax assets.  During 2008, Kimsouth fully utilized its remaining NOL carry forwards as a result of the recognition of equity in income from the Albertson’s investment during 2008.  


Other deferred tax assets and deferred tax liabilities relate primarily to differences in the timing of the recognition of income/(loss) between the GAAP and tax basis of accounting for (i) real estate joint ventures, (ii) other real estate investments, and (iii) other deductible temporary differences.  The Company believes that, based on its operating strategy and consistent history of profitability, it is more likely than not that the total deferred tax assets of $86.8 million will be realized on future tax returns, primarily from the generation of future taxable income and the implementation of tax planning strategies that include the potential disposition of certain real estate assets and equity securities.


The income tax 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):


 

2008

 

2007

 

2006

Federal provision/(benefit) at statutory tax rate (35%)

$(1,390)

 

$38,170 

 

$19,083 

State and local taxes, net of federal Benefit

(258)

 

7,089 

 

3,544 

Other

(8,283)

 

(3,552)

 

(1,900)

Valuation allowance decrease

(3,043)

 

(31,192)

 

-

 

$(12,974)

 

$10,515 

 

$20,727 


23.  Supplemental Financial Information:


The following represents the results of operations, expressed in thousands except per share amounts, for each quarter during the years 2008 and 2007:


 

2008 (Unaudited)

 

 

Mar. 31

 

June 30

 

Sept. 30

 

Dec. 31

 

 

 

 

 

 

 

 

 

 

Revenues from rental property(1)

$188,794

 

$182,970

 

$189,951

 

$196,989 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

$98,467

 

$94,374

 

$108,584

(a)

$(51,523)

(a)

 

 

 

 

 

 

 

 

 

Net income/(loss) per common share:

 

 

 

 

 

 

 

 

Basic

$.34

 

$.33

 

$.38

 

$(.24)

 

Diluted

$.34

 

$.32

 

$.37

 

$(.24)

 


 

2007 (Unaudited)

 

 

Mar. 31

 

June 30

 

Sept. 30

 

Dec. 31

 

 

 

 

 

 

 

 

 

 

Revenues from rental property(1)

$156,290

 

$168,448

 

$171,906

 

$177,889

 

 

 

 

 

 

 

 

 

 

Net income

$153,764

 

$128,022

 

$78,005

 

$83,039

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

Basic

$.60

 

$.50

 

$.30

 

$.28

 

Diluted

$.59

 

$.49

 

$.29

 

$.28

 




125



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



(1)

All periods have been adjusted to reflect the impact of operating properties sold during 2008 and 2007 and properties classified as held for sale as of December 31, 2008, which are reflected in the caption Discontinued operations on the accompanying Consolidated Statements of Income.


(a)

Out-of-Period Adjustment - During the fourth quarter of 2008, the Company identified an out-of-period adjustment in its consolidated financial statements for the year ended December 31, 2008. This adjustment related to the accounting for cash distributions received in excess of the Company’s carrying value of its investment in an unconsolidated joint venture.  During the third quarter of 2008, the Company recorded as income approximately $8.5 million from cash distributions received in excess of the Company’s carrying value of its investment resulting from mortgage refinancing proceeds from one of its unconsolidated joint ventures. The Company recorded the $8.5 million as income as the Company had no guaranteed obligations or was otherwise committed to provide further financial support to the joint venture. It was determined in the fourth quarter of 2008, that although the Company in substance does not have any further obligations, in form, the Company is the general partner in this joint venture and does have a legal obligation relating to the partnership. As such, the Company should not have recognized the $8.5 million as income in the third quarter. The Company has reversed this amount from income in the fourth quarter of 2008. As a result of this out-of-period adjustment, net income was overstated by $8.5 million in the third quarter of 2008 and understated by $8.5 million in the fourth quarter of 2008, but correctly stated for the year ended December 31, 2008.  The Company concluded that the $8.5 million adjustment was not material to the quarter ended September 30, 2008 or the quarter ended December 31, 2008.  As such, this adjustment was recorded in the Company’s consolidated statements of income for the three months ended December 31, 2008, rather than restating the third quarter 2008 period.


Accounts and notes receivable in the accompanying Consolidated Balance Sheets net of estimated unrecoverable amounts were approximately $9.0 million at December 31, 2008 and 2007.


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 2008.  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, 2008 and 2007, adjusted to give effect to these transactions at the beginning of each year.


The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of each year, nor does it purport to represent the results of operations for future periods.  (Amounts presented in millions, except per share figures.)


 

Year ended December 31,

 

2008

 

2007

 

 

 

 

Revenues from rental property

$773.9

 

$696.6

Income before extraordinary gain

$227.6

 

$361.0

Net income

$227.6

 

$411.3

 

 

 

 

Net income before extraordinary gain per common share:

 

 

 

Basic

$0.70

 

$1.35

Diluted

$0.70

 

$1.33

 

 

 

 

Net income per common share:

 

 

 

Basic

$0.70

 

$1.55

Diluted

$0.70

 

$1.52


126



KIMCO REALTY CORPORATION AND SUBSIDIARIES


SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS


For Years Ended December 31, 2008, 2007 and 2006

(in thousands)




 

 

Balance at beginning of period

Charged to expenses

Adjustments to valuation accounts

Deductions

Balance at end of period

Year Ended December 31, 2008

 

 

 

 

 

 

Allowance for uncollectable accounts

 

$  9,000

$3,066  

$              -

$(3,066)

$  9,000

 

 

 

 

 

 

 

Allowance for deferred tax asset

 

$36,826

$        -  

$   (3,043)

$          -

$33,783

 

 

 

 

 

 

 

Year Ended December 31, 2007

 

 

 

 

 

 

Allowance for uncollectable accounts

 

$  8,500

$   614

$              -

$   (114)

$  9,000

 

 

 

 

 

 

 

Allowance for deferred tax asset

 

$68,018

$        -

$(31,192)

$          -

$36,826

 

 

 

 

 

 

 

Year Ended December 31, 2006

 

 

 

 

 

 

Allowance for uncollectable accounts

 

$  8,500

$   715

$             -

$   (715)

$  8,500

 

 

 

 

 

 

 

Allowance for deferred tax asset

 

$33,783

$        -

$   34,235

$          -

$68,018




127



 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2008

 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 KDI-GLENN SQUARE

3,306,779

-

41,366,240

3,306,779

41,366,240

44,673,019

 

44,673,019

 

2006(C)

 KDI-THE GROVE

18,951,763

6,403,809

18,133,075

18,951,763

24,536,884

43,488,647

 

43,488,647

34,810,586

2007(C)

 KDI-CHANDLER AUTO MALLS

9,318,595

-

(1,030,765)

8,847,471

(559,641)

8,287,830

 

8,287,830

 

2004(C)

 DEV- EL MIRAGE

6,786,441

503,987

60,409

6,786,441

564,396

7,350,837

 

7,350,837

 

2008(C)

 TALAVI TOWN CENTER

8,046,677

17,016,784

189,093

8,046,676

17,205,878

25,252,554

5,627,912

19,624,642

 

2007(A)

 KIMCO MESA 679, INC. AZ

2,915,000

11,686,291

1,678,931

2,915,000

13,365,222

16,280,222

3,674,053

12,606,169

 

1998(A)

 MESA RIVERVIEW

15,000,000

-

137,595,062

307,992

152,287,070

152,595,062

 

152,595,062

 

2005(C)

 KDI-ANA MARIANA POWER CENTER

30,043,645

-

5,050,857

30,043,645

5,050,857

35,094,502

5,855,766

29,238,736

24,626,211

2006(C)

 METRO SQUARE

4,101,017

16,410,632

1,043,805

4,101,017

17,454,437

21,555,454

5,425,106

16,130,348

 

1998(A)

 HAYDEN PLAZA NORTH

2,015,726

4,126,509

5,448,097

2,015,726

9,574,606

11,590,332

2,257,051

9,333,281

 

1998(A)

 PHOENIX, COSTCO

5,324,501

21,269,943

8,515,422

5,324,501

29,785,366

35,109,866

5,760,088

29,349,778

 

1998(A)

 PHOENIX

2,450,341

9,802,046

724,907

2,450,341

10,526,953

12,977,294

3,172,523

9,804,770

 

1997(A)

 KDI-ASANTE RETAIL CENTER

8,702,635

3,405,683

2,336,837

11,039,472

3,405,683

14,445,154

 

14,445,154

10,612,252

2004(C)

 DEV-SURPRISE II

4,138,760

94,572

-

4,138,760

94,572

4,233,332

 

4,233,332

 

2008(C)

 ALHAMBRA, COSTCO

4,995,639

19,982,557

73,926

4,995,639

20,056,483

25,052,122

5,482,501

19,569,621

 

1998(A)

 MADISON PLAZA

5,874,396

23,476,190

309,125

5,874,396

23,785,316

29,659,711

6,446,605

23,213,106

 

1998(A)

 CHULA VISTA, COSTCO

6,460,743

25,863,153

11,674,917

6,460,743

37,538,070

43,998,813

8,104,311

35,894,502

 

1998(A)

 CORONA HILLS, COSTCO

13,360,965

53,373,453

4,412,164

13,360,965

57,785,617

71,146,582

14,974,009

56,172,574

 

1998(A)

 EAST AVENUE MARKET PLACE

1,360,457

3,055,127

233,550

1,360,457

3,288,677

4,649,134

1,730,651

2,918,483

2,080,189

2006(A)

 LABAND VILLAGE SC

5,600,000

13,289,347

-

5,600,000

13,289,348

18,889,348

2,136,057

16,753,290

8,999,015

2008(A)

 CUPERTINO VILLAGE

19,886,099

46,534,919

5,228,716

19,886,099

51,763,635

71,649,734

11,237,235

60,412,499

36,485,292

2006(A)

 CHICO CROSSROADS

9,975,810

30,534,524

-

9,975,810

30,534,524

40,510,334

2,585,270

37,925,064

25,372,802

2008(A)

 CORONA HILLS MARKETPLACE

9,727,446

24,778,390

301,276

9,727,446

25,079,666

34,807,112

2,012,643

32,794,470

 

2007(A)

 ELK GROVE VILLAGE

1,770,000

7,470,136

633,682

1,770,000

8,103,818

9,873,817

3,781,250

6,092,567

2,193,614

2006(A)

 WATERMAN PLAZA

784,851

1,762,508

122,050

784,851

1,884,557

2,669,409

996,870

1,672,538

1,498,914

2006(A)

 GOLD COUNTRY CENTER

3,272,212

7,864,878

-

3,272,212

7,864,878

11,137,090

932,652

10,204,438

7,144,447

2008(A)

 LA MIRADA THEATRE CENTER

8,816,741

35,259,965

(7,653,134)

6,888,680

29,534,893

36,423,572

7,782,085

28,641,487

 

1998(A)

 YOSEMITE NORTH SHOPPING CTR

2,120,247

4,761,355

564,711

2,120,247

5,326,066

7,446,312

2,099,823

5,346,490

 

2006(A)

 RALEY'S UNION SQUARE

1,185,909

2,663,149

215,617

1,185,909

2,878,766

4,064,675

1,508,177

2,556,499

 

2006(A)

 SOUTH NAPA MARKET PLACE

1,100,000

22,159,086

6,828,973

1,100,000

28,988,059

30,088,059

4,494,613

25,593,446

 

2006(A)

 PLAZA DI NORTHRIDGE

12,900,000

40,574,842

6,602,477

12,900,000

47,177,319

60,077,319

8,089,497

51,987,822

28,478,446

2005(A)

 POWAY CITY CENTRE

5,854,585

13,792,470

7,607,360

7,247,814

20,006,602

27,254,415

2,953,077

24,301,338

 

2005(A)

 NORTH POINT PLAZA

1,299,733

2,918,760

246,929

1,299,733

3,165,689

4,465,422

1,658,672

2,806,750

 

2006(A)


128




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 RED BLUFF SHOPPING CTR

1,410,936

3,168,485

292,310

1,410,936

3,460,796

4,871,732

1,799,995

3,071,737

 

2006(A)

 TYLER STREET  

3,020,883

7,811,339

-

3,020,883

7,811,339

10,832,222

1,297,168

9,535,054

6,877,365

2008(A)

 THE CENTRE

3,403,724

13,625,899

264,121

3,403,724

13,890,020

17,293,744

3,267,801

14,025,943

 

1999(A)

 SANTA ANA, HOME DEPOT

4,592,364

18,345,257

-

4,592,364

18,345,257

22,937,622

4,999,633

17,937,989

 

1998(A)

 FULTON MARKET PLACE

2,966,018

6,920,710

835,389

2,966,018

7,756,098

10,722,117

1,411,657

9,310,459

 

2005(A)

 MARIGOLD SC

15,300,000

25,563,978

3,527,840

15,300,000

29,091,818

44,391,818

6,038,347

38,353,471

17,159,907

2005(A)

 BLACK MOUNTAIN VILLAGE

4,678,015

11,913,344

-

4,678,015

11,913,344

16,591,359

1,499,852

15,091,506

 

2007(A)

 TRUCKEE CROSSROADS

2,140,000

8,255,753

477,340

2,140,000

8,733,093

10,873,093

4,383,343

6,489,750

3,996,316

2006(A)

 WESTLAKE SHOPPING CENTER

16,174,307

64,818,562

90,133,148

16,174,307

154,951,710

171,126,017

12,601,174

158,524,843

 

2002(A)

 VILLAGE ON THE PARK

2,194,463

8,885,987

5,394,916

2,194,463

14,280,903

16,475,366

2,822,589

13,652,777

 

1998(A)

 AURORA QUINCY

1,148,317

4,608,249

323,297

1,148,317

4,931,546

6,079,863

1,334,834

4,745,029

 

1998(A)

 AURORA EAST BANK

1,500,568

6,180,103

480,170

1,500,568

6,660,273

8,160,841

1,832,984

6,327,857

 

1998(A)

 SPRING CREEK COLORADO

1,423,260

5,718,813

1,257,438

1,423,260

6,976,251

8,399,511

1,624,242

6,775,269

 

1998(A)

 DENVER WEST 38TH STREET

161,167

646,983

-

161,167

646,983

808,150

181,079

627,071

 

1998(A)

 ENGLEWOOD PHAR MOR

805,837

3,232,650

208,712

805,837

3,441,362

4,247,199

932,196

3,315,003

 

1998(A)

 FORT COLLINS

1,253,497

7,625,278

1,599,608

1,253,497

9,224,886

10,478,382

1,765,876

8,712,506

2,499,018

2000(A)

 HERITAGE WEST

1,526,576

6,124,074

155,612

1,526,576

6,279,686

7,806,262

1,743,610

6,062,652

 

1998(A)

 WEST FARM SHOPPING CENTER

5,805,969

23,348,024

661,091

5,805,969

24,009,115

29,815,084

6,368,346

23,446,738

 

1998(A)

 FARMINGTON PLAZA

433,713

1,211,800

1,635,657

433,713

2,847,457

3,281,170

227,973

3,053,197

865,214

2005(A)

 N.HAVEN, HOME DEPOT

7,704,968

30,797,640

676,173

7,704,968

31,473,813

39,178,781

8,411,628

30,767,153

 

1998(A)

 SOUTHINGTON PLAZA

376,256

1,055,168

292,292

376,256

1,347,460

1,723,716

66,964

1,656,752

 

2005(A)

 WATERBURY

2,253,078

9,017,012

690,607

2,253,078

9,707,619

11,960,697

3,590,934

8,369,763

 

1993(A)

 DOVER

122,741

66,738

4,902,532

3,024,375

2,067,636

5,092,011

1,900

5,090,111

 

2003(A)

 ELSMERE

-

3,185,642

-

-

3,185,642

3,185,642

3,185,642

-

 

1979(C)

 ALTAMONTE SPRINGS

770,893

3,083,574

167,155

770,893

3,250,729

4,021,622

1,051,715

2,969,908

 

1995(A)

 BOCA RATON

573,875

2,295,501

1,730,262

733,875

3,865,763

4,599,638

1,596,223

3,003,415

 

1992(A)

 BAYSHORE GARDENS, BRADENTON FL

2,901,000

11,738,955

711,732

2,901,000

12,450,687

15,351,687

3,393,909

11,957,777

 

1998(A)

 BRADENTON PLAZA

527,026

765,252

115,619

527,026

880,872

1,407,897

46,536

1,361,361

 

2005(A)

 CORAL SPRINGS

710,000

2,842,907

3,340,370

710,000

6,183,277

6,893,277

1,958,945

4,934,332

 

1994(A)

 CORAL SPRINGS

1,649,000

6,626,301

425,304

1,649,000

7,051,605

8,700,605

1,937,624

6,762,981

 

1997(A)

 CURLEW CROSSING S.C.

5,315,955

12,529,467

1,241,120

5,315,955

13,770,588

19,086,542

1,671,820

17,414,722

 

2005(A)

 CLEARWATER FL

3,627,946

918,466

(347,682)

3,527,149

671,580

4,198,729

22,980

4,175,749

 

2007(A)

 EAST ORLANDO

491,676

1,440,000

2,978,953

1,007,882

3,902,747

4,910,629

2,424,735

2,485,894

 

1971(C)

 FERN PARK

225,000

902,000

4,759,179

225,000

5,661,179

5,886,179

2,238,658

3,647,521

 

1968(C)

 REGENCY PLAZA

2,410,000

9,671,160

458,044

2,410,000

10,129,204

12,539,204

2,390,172

10,149,032

 

1999(A)

 SHOPPES AT AMELIA CONCOURSE

7,600,000

-

8,922,803

1,138,216

15,384,587

16,522,803

 

16,522,803

 

2003(C)


129




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 AVENUES WALKS

26,984,546

-

46,061,771

33,535,828

39,510,489

73,046,317

-

73,046,317

 

2005(C)

 KISSIMMEE

1,328,536

5,296,652

(1,814,426)

1,328,536

3,482,226

4,810,762

2,361,276

2,449,486

 

1996(A)

 LAUDERDALE LAKES

342,420

2,416,645

3,244,181

342,420

5,660,825

6,003,246

3,871,968

2,131,278

 

1968(C)

 MERCHANTS WALK

2,580,816

10,366,090

995,118

2,580,816

11,361,208

13,942,025

2,195,539

11,746,485

 

2001(A)

 LARGO

293,686

792,119

1,581,445

293,686

2,373,564

2,667,250

1,775,672

891,577

 

1968(C)

 LEESBURG

-

171,636

193,651

-

365,287

365,287

291,132

74,155

 

1969(C)

 LARGO EAST BAY

2,832,296

11,329,185

1,788,569

2,832,296

13,117,754

15,950,050

6,188,680

9,761,370

 

1992(A)

 LAUDERHILL

1,002,733

2,602,415

12,234,118

1,774,442

14,064,823

15,839,266

7,642,737

8,196,529

 

1974(C)

 THE GROVES

1,676,082

6,533,681

944,919

2,606,246

6,548,436

9,154,682

900,365

8,254,317

 

2006(A)

 MELBOURNE

-

1,754,000

3,099,675

-

4,853,675

4,853,675

2,553,579

2,300,096

 

1968(C)

 GROVE GATE

365,893

1,049,172

1,207,100

365,893

2,256,272

2,622,165

1,779,725

842,441

 

1968(C)

 NORTH MIAMI

732,914

4,080,460

10,846,346

732,914

14,926,806

15,659,720

6,709,490

8,950,230

 

1985(A)

 MILLER ROAD

1,138,082

4,552,327

1,877,964

1,138,082

6,430,291

7,568,373

5,157,804

2,410,568

 

1986(A)

 MARGATE

2,948,530

11,754,120

3,874,810

2,948,530

15,628,930

18,577,460

5,572,625

13,004,835

 

1993(A)

 MT. DORA

1,011,000

4,062,890

163,571

1,011,000

4,226,461

5,237,461

1,216,034

4,021,427

 

1997(A)

 PLANTATION CROSSING

7,524,800

-

10,673,728

7,153,784

11,044,744

18,198,528

-

18,198,528

 

2005(C)

 MILTON, FL

1,275,593

-

-

1,275,593

-

1,275,593

-

1,275,593

 

2007(A)

 FLAGLER PARK

26,162,980

80,737,041

78,957

26,162,980

80,815,998

106,978,978

5,435,890

101,543,089

 

2007(A)

 ORLANDO

923,956

3,646,904

1,990,167

1,172,119

5,388,907

6,561,027

1,894,536

4,666,491

 

1995(A)

 SODO S.C.

-

68,139,271

-

-

68,139,271

68,139,271

1,804,038

66,335,233

 

2008(A)

 RENAISSANCE CENTER

9,104,379

36,540,873

4,989,546

9,122,758

41,512,040

50,634,798

12,670,384

37,964,413

 

1998(A)

 SAND LAKE

3,092,706

12,370,824

1,881,304

3,092,706

14,252,128

17,344,834

5,142,735

12,202,099

 

1994(A)

 ORLANDO

560,800

2,268,112

3,173,597

580,030

5,422,478

6,002,509

1,513,149

4,489,360

 

1996(A)

 OCALA

1,980,000

7,927,484

8,229,712

1,980,000

16,157,196

18,137,196

3,384,609

14,752,587

 

1997(A)

 POMPANO BEACH

97,169

874,442

1,837,248

97,169

2,711,690

2,808,859

1,612,608

1,196,251

 

1968(C)

 GONZALEZ

1,617,564

-

2,639

1,620,203

-

1,620,203

-

1,620,203

 

2007(A)

 ST. PETERSBURG

-

917,360

1,266,811

-

2,184,171

2,184,171

871,764

1,312,407

 

1968(C)

 TUTTLE BEE SARASOTA

254,961

828,465

1,747,305

254,961

2,575,770

2,830,731

1,901,640

929,091

 

2008(A)

 SOUTH EAST SARASOTA

1,283,400

5,133,544

3,454,440

1,399,525

8,471,859

9,871,384

3,876,721

5,994,664

 

1989(A)

 SANFORD

1,832,732

9,523,261

6,099,490

1,832,732

15,622,750

17,455,483

7,537,306

9,918,177

 

1989(A)

 STUART

2,109,677

8,415,323

867,525

2,109,677

9,282,848

11,392,525

3,307,348

8,085,178

 

1994(A)

 SOUTH MIAMI

1,280,440

5,133,825

2,852,969

1,280,440

7,986,794

9,267,234

2,509,321

6,757,913

 

1995(A)

 TAMPA

5,220,445

16,884,228

2,013,247

5,220,445

18,897,475

24,117,920

4,668,738

19,449,182

 

1997(A)

 VILLAGE COMMONS S.C.

2,192,331

8,774,158

733,099

2,192,331

9,507,257

11,699,588

2,407,020

9,292,568

 

1998(A)


130




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 MISSION BELL SHOPPING CENTER

5,056,426

11,843,119

8,572,868

5,067,033

20,405,380

25,472,413

3,362,371

22,110,042

 

2004(A)

 WEST PALM BEACH

550,896

2,298,964

1,404,607

550,896

3,703,571

4,254,467

1,011,859

3,242,608

 

1995(A)

 THE SHOPS AT WEST MELBOURNE

2,200,000

8,829,541

4,631,249

2,200,000

13,460,790

15,660,790

3,379,173

12,281,617

 

1998(A)

 AUGUSTA

1,482,564

5,928,122

2,176,418

1,482,564

8,104,540

9,587,104

2,401,480

7,185,624

 

1995(A)

 MARKET AT HAYNES BRIDGE

4,880,659

21,549,424

-

4,880,659

21,549,424

26,430,082

2,048,989

24,381,093

15,727,304

2008(A)

 EMBRY VILLAGE

18,147,054

33,009,514

-

18,147,054

33,009,514

51,156,569

2,403,704

48,752,865

31,081,683

2008(A)

 SAVANNAH

2,052,270

8,232,978

1,415,414

2,052,270

9,648,392

11,700,662

3,765,654

7,935,007

 

1993(A)

 SAVANNAH

652,255

2,616,522

4,907,280

652,256

7,523,801

8,176,057

1,042,365

7,133,692

 

1995(A)

 CHATHAM PLAZA

13,390,238

35,115,882

-

13,390,238

35,115,882

48,506,121

2,889,084

45,617,036

29,779,657

2008(A)

 KIHEI CENTER

3,406,707

7,663,360

598,386

3,406,707

8,261,745

11,668,453

4,354,641

7,313,811

 

2006(A)

 CLIVE

500,525

2,002,101

-

500,525

2,002,101

2,502,626

663,090

1,839,536

 

1996(A)

 KDI-METRO CROSSING

3,013,647

-

23,890,355

2,294,414

24,609,588

26,904,002

-

26,904,002

19,829,047

2006(C)

 SOUTHDALE SHOPPING CENTER

1,720,330

6,916,294

3,037,170

1,720,330

9,953,464

11,673,794

2,047,026

9,626,768

2,847,162

1999(A)

 DES MOINES

500,525

2,559,019

37,079

500,525

2,596,098

3,096,623

838,040

2,258,583

 

1996(A)

 DUBUQUE

-

2,152,476

10,848

-

2,163,324

2,163,324

617,610

1,545,714

 

1997(A)

 WATERLOO

500,525

2,002,101

2,869,100

500,525

4,871,201

5,371,726

5,520

5,366,206

 

1996(A)

 NAMPA (HORSHAM) FUTURE DEV.

6,501,240

-

11,919,815

10,874,179

7,546,876

18,421,055

1,649,342

16,771,713

12,092,632

2005(C)

 AURORA, N. LAKE

2,059,908

9,531,721

308,208

2,059,908

9,839,929

11,899,837

2,562,752

9,337,085

 

1998(A)

 BLOOMINGTON

805,521

2,222,353

5,325,672

805,521

7,548,025

8,353,546

4,547,862

3,805,684

 

1972(C)

 BELLEVILLE, WESTFIELD PLAZA

-

5,372,253

65,163

-

5,437,416

5,437,416

1,435,123

4,002,293

 

1998(A)

 BRADLEY

500,422

2,001,687

424,877

500,422

2,426,564

2,926,986

775,980

2,151,006

 

1996(A)

 CALUMET CITY

1,479,217

8,815,760

13,397,758

1,479,216

22,213,519

23,692,735

3,576,521

20,116,214

 

1997(A)

 COUNTRYSIDE

-

4,770,671

1,137,295

1,101,670

4,806,296

5,907,966

1,341,823

4,566,143

 

1997(A)

 CHICAGO

-

2,687,046

684,690

-

3,371,736

3,371,736

914,007

2,457,729

 

1997(A)

 CHAMPAIGN, NEIL ST.

230,519

1,285,460

725,493

230,519

2,010,953

2,241,472

382,149

1,859,323

 

1998(A)

 ELSTON

1,010,375

5,692,211

-

1,010,375

5,692,211

6,702,586

1,508,051

5,194,535

 

1997(A)

 S. CICERO

-

1,541,560

149,202

-

1,690,762

1,690,762

486,232

1,204,530

 

1997(A)

 CRYSTAL LAKE, NW HWY

179,964

1,025,811

120,440

180,269

1,145,946

1,326,215

297,828

1,028,387

 

1998(A)

 108 WEST GERMANIA PLACE

2,393,894

7,366,681

375,162

2,393,894

7,741,844

10,135,737

-

10,135,737

 

2008(A)

 168 NORTH MICHIGAN AVENUE

3,373,318

10,119,953

625,963

3,373,318

10,745,915

14,119,233

-

14,119,233

 

2008(A)

 BUTTERFIELD SQUARE

1,601,960

6,637,926

(3,480,427)

1,182,677

3,576,782

4,759,459

1,043,546

3,715,912

 

1998(A)

 DOWNERS PARK PLAZA

2,510,455

10,164,494

630,953

2,510,455

10,795,448

13,305,903

2,843,030

10,462,873

 

1999(A)

 DOWNER GROVE

811,778

4,322,956

1,740,669

811,778

6,063,624

6,875,403

1,630,658

5,244,744

 

1997(A)

 ELGIN

842,555

2,108,674

1,528,114

527,168

3,952,174

4,479,343

2,658,847

1,820,496

 

1972(C)


131




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 FOREST PARK

-

2,335,884

-

-

2,335,884

2,335,884

674,191

1,661,692

 

1997(A)

 FAIRVIEW HTS, BELLVILLE RD.

-

11,866,880

1,906,567

-

13,773,447

13,773,447

3,468,512

10,304,935

 

1998(A)

 GENEVA

500,422

12,917,712

85,521

500,422

13,003,233

13,503,655

3,583,761

9,919,894

8,568,108

1996(A)

 LAKE ZURICH PLAZA

233,698

1,265,023

4,168,145

233,698

5,433,168

5,666,866

-

5,666,866

2,483,687

2005(A)

 MATTERSON

950,515

6,292,319

10,527,541

950,514

16,819,861

17,770,375

3,783,376

13,986,998

 

1997(A)

 MT. PROSPECT

1,017,345

6,572,176

3,555,566

1,017,345

10,127,741

11,145,087

2,743,788

8,401,298

 

1997(A)

 MUNDELEIN, S. LAKE

1,127,720

5,826,129

77,350

1,129,634

5,901,565

7,031,199

1,571,136

5,460,064

 

1998(A)

 NORRIDGE

-

2,918,315

-

-

2,918,315

2,918,315

836,663

2,081,652

 

1997(A)

 NAPERVILLE

669,483

4,464,998

80,672

669,483

4,545,670

5,215,153

1,253,873

3,961,280

 

1997(A)

 OTTAWA

137,775

784,269

700,540

137,775

1,484,809

1,622,584

993,427

629,157

 

2008(A)

 ORLAND PARK, S. HARLEM

476,972

2,764,775

1,138,940

476,972

3,903,714

4,380,687

943,314

3,437,372

 

1998(A)

 OAK LAWN

1,530,111

8,776,631

428,262

1,530,111

9,204,894

10,735,004

2,531,517

8,203,487

13,750,014

1997(A)

 OAKBROOK TERRACE

1,527,188

8,679,108

2,984,607

1,527,188

11,663,715

13,190,903

2,851,915

10,338,988

 

1997(A)

 PEORIA

-

5,081,290

2,403,560

-

7,484,850

7,484,850

1,880,344

5,604,506

 

1997(A)

 FREESTATE BOWL

252,723

998,099

-

252,723

998,099

1,250,822

428,159

822,663

 

2003(A)

 ROCKFORD CROSSING

4,575,990

11,654,021

-

4,575,990

11,654,021

16,230,011

789,108

15,440,903

11,286,777

2008(A)

 ROUND LAKE BEACH PLAZA

790,129

1,634,148

534,312

790,129

2,168,460

2,958,589

98,220

2,860,368

 

2005(A)

 SKOKIE

-

2,276,360

9,488,382

2,628,440

9,136,303

11,764,742

1,812,867

9,951,876

7,013,609

1997(A)

 KRC STREAMWOOD

181,962

1,057,740

216,585

181,962

1,274,324

1,456,287

311,339

1,144,947

 

1998(A)

 WOODGROVE FESTIVAL

5,049,149

20,822,993

2,540,473

5,049,149

23,363,466

28,412,615

6,105,973

22,306,642

 

1998(A)

 WAUKEGAN PLAZA

349,409

883,975

2,202,841

349,409

3,086,816

3,436,225

-

3,436,225

 

2005(A)

 PLAZA EAST

1,236,149

4,944,597

3,197,217

1,140,849

8,237,114

9,377,963

2,357,230

7,020,732

 

1995(A)

 GREENWOOD

423,371

1,883,421

1,980,964

584,445

3,703,311

4,287,756

2,728,376

1,559,380

 

1970(C)

 GRIFFITH

-

2,495,820

981,912

1,001,100

2,476,632

3,477,732

721,179

2,756,552

 

1997(A)

 LAFAYETTE

230,402

1,305,943

169,272

230,402

1,475,215

1,705,617

1,361,425

344,192

 

1971(C)

 LAFAYETTE

812,810

3,252,269

4,039,886

2,379,198

5,725,767

8,104,965

1,464,701

6,640,264

 

1997(A)

 KRC MISHAWAKA 895

378,088

1,999,079

3,956,694

378,730

5,955,130

6,333,861

533,100

5,800,761

 

1998(A)

 MERRILLVILLE PLAZA

197,415

765,630

276,701

197,415

1,042,331

1,239,746

13,444

1,226,302

 

2005(A)

 SOUTH BEND, S. HIGH ST.

183,463

1,070,401

196,857

183,463

1,267,258

1,450,721

314,999

1,135,722

 

1998(A)

 OVERLAND PARK

1,183,911

6,335,308

142,374

1,185,906

6,475,686

7,661,593

1,690,186

5,971,407

 

1998(A)

 BELLEVUE

405,217

1,743,573

218,844

405,217

1,962,416

2,367,634

1,798,696

568,938

 

1976(A)

 LEXINGTON

1,675,031

6,848,209

5,413,088

1,551,079

12,385,249

13,936,328

4,636,456

9,299,872

 

1993(A)

 PADUCAH MALL, KY

-

924,085

-

-

924,085

924,085

336,087

587,999

 

1998(A)

 HAMMOND AIR PLAZA

3,813,873

15,260,609

1,913,436

3,813,873

17,174,046

20,987,918

4,981,220

16,006,698

 

1997(A)


132




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 KIMCO HOUMA 274, LLC

1,980,000

7,945,784

313,024

1,980,000

8,258,808

10,238,808

1,912,389

8,326,419

 

1999(A)

 CENTRE AT WESTBANK

9,554,230

24,401,082

-

9,554,230

24,401,082

33,955,313

1,458,569

32,496,743

21,134,221

2008(A)

 LAFAYETTE

2,115,000

8,508,218

9,501,396

3,678,274

16,446,339

20,124,614

-

20,124,614

 

1997(A)

 111-115 NEWBURY

3,551,989

10,819,763

380,408

3,551,989

11,200,171

14,752,160

4,285,830

10,466,329

 

2007(A)

 493-495 COMMONWEALTH AVENUE

1,151,947

5,798,705

(1,935,940)

746,940

4,267,773

5,014,713

-

5,014,713

 

2008(A)

 127-129 NEWBURY LLC

2,947,063

8,841,188

369,792

2,947,063

9,210,979

12,158,042

-

12,158,042

 

2007(A)

 497 COMMONWEALTH AVE.

405,007

1,196,594

628,194

405,007

1,824,788

2,229,795

-

2,229,795

 

2008(A)

 GREAT BARRINGTON

642,170

2,547,830

7,255,207

751,124

9,694,083

10,445,207

2,819,762

7,625,445

 

1994(A)

 SHREWSBURY SHOPPING CENTER

1,284,168

5,284,853

4,574,613

1,284,168

9,859,466

11,143,633

1,942,200

9,201,434

 

2000(A)

 WILDE LAKE

1,468,038

5,869,862

101,365

1,468,038

5,971,227

7,439,265

1,056,316

6,382,949

 

2002(A)

 LYNX LANE

1,019,035

4,091,894

76,423

1,019,035

4,168,317

5,187,352

756,981

4,430,372

 

2002(A)

 CLINTON BANK BUILDING

82,967

362,371

-

82,967

362,371

445,338

221,551

223,787

 

2003(A)

 CLINTON BOWL

39,779

130,716

4,247

38,779

135,963

174,742

65,937

108,806

 

2003(A)

 VILLAGES AT URBANA

3,190,074

6,067

10,538,379

4,828,774

8,905,747

13,734,520

75,483

13,659,038

 

2003(A)

 GAITHERSBURG

244,890

6,787,534

230,545

244,890

7,018,079

7,262,969

1,630,825

5,632,144

 

1999(A)

 HAGERSTOWN

541,389

2,165,555

3,380,081

541,389

5,545,637

6,087,025

2,689,533

3,397,492

 

1973(C)

 SHAWAN PLAZA

4,466,000

20,222,367

5,925

4,466,000

20,228,292

24,694,292

4,695,867

19,998,425

11,535,735

2008(A)

 LAUREL

349,562

1,398,250

1,023,918

349,562

2,422,168

2,771,730

1,030,524

1,741,206

 

1995(A)

 LAUREL

274,580

1,100,968

283,421

274,580

1,384,389

1,658,969

1,336,795

322,174

 

1972(C)

 LANDOVER CENTER

-

-

57,007

57,007

-

57,007

-

57,007

 

2003(A)

 SOUTHWEST MIXED USE PROPERTY

403,034

1,325,126

306,510

361,035

1,673,635

2,034,670

711,713

1,322,957

 

2003(A)

 NORTH EAST STATION

869,385

-

-

869,385

-

869,385

-

869,385

 

2008(A)

 OWINGS MILLS PLAZA

303,911

1,370,221

(160,247)

303,911

1,209,973

1,513,885

641

1,513,244

 

2005(A)

 PERRY HALL

3,339,309

12,377,339

942,171

3,339,309

13,319,510

16,658,819

3,072,999

13,585,820

 

2003(A)

 TIMONIUM SHOPPING CENTER

6,000,000

24,282,998

14,531,906

7,331,195

37,483,709

44,814,904

10,869,947

33,944,957

7,910,308

2003(A)

 WALDORF BOWL

225,099

739,362

84,327

235,099

813,688

1,048,787

245,458

803,330

 

2003(A)

 WALDORF FIRESTONE

57,127

221,621

-

57,127

221,621

278,749

68,848

209,901

 

2003(A)

 BANGOR, ME

403,833

1,622,331

93,752

403,833

1,716,083

2,119,916

307,241

1,812,675

 

2001(A)

 MALLSIDE PLAZA

6,930,996

18,148,727

-

6,930,996

18,148,727

25,079,723

2,112,229

22,967,494

15,223,681

2008(A)

 CLAWSON

1,624,771

6,578,142

8,567,622

1,624,771

15,145,765

16,770,535

3,449,417

13,321,118

 

1993(A)

 WHITE LAKE

2,300,050

9,249,607

2,078,887

2,300,050

11,328,494

13,628,544

3,523,980

10,104,564

 

1996(A)

 CANTON TWP PLAZA

163,740

926,150

5,249,730

163,740

6,175,879

6,339,620

130,290

6,209,330

 

2005(A)

 CLINTON TWP PLAZA

175,515

714,279

1,195,597

175,515

1,909,875

2,085,390

195,475

1,889,915

 

2005(A)

 DEARBORN HEIGHTS PLAZA

162,319

497,791

(189,266)

135,889

334,955

470,844

-

470,844

 

2005(A)


133




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 FARMINGTON

1,098,426

4,525,723

3,172,458

1,098,426

7,698,181

8,796,607

2,606,021

6,190,586

 

1993(A)

 LIVONIA

178,785

925,818

1,160,112

178,785

2,085,930

2,264,715

910,708

1,354,007

 

1968(C)

 MUSKEGON

391,500

958,500

825,035

391,500

1,783,535

2,175,035

1,539,336

635,700

 

1985(A)

 OKEMOS PLAZA

166,706

591,193

1,122,060

166,706

1,713,252

1,879,959

25,920

1,854,038

715,801

2005(A)

 TAYLOR

1,451,397

5,806,263

275,289

1,451,397

6,081,552

7,532,949

2,334,095

5,198,855

 

1993(A)

 WALKER

3,682,478

14,730,060

2,073,718

3,682,478

16,803,778

20,486,256

6,176,914

14,309,342

 

1993(A)

 EDEN PRAIRIE PLAZA

882,596

911,373

559,411

882,596

1,470,784

2,353,380

47,818

2,305,561

 

2005(A)

 FOUNTAINS AT ARBOR LAKES

28,585,296

66,699,024

8,157,765

28,585,296

74,856,788

103,442,084

4,543,434

98,898,650

 

2006(A)

 ROSEVILLE PLAZA

132,842

957,340

4,676,301

132,842

5,633,641

5,766,483

98,931

5,667,552

 

2005(A)

 ST. PAUL PLAZA

699,916

623,966

170,050

699,916

794,016

1,493,932

24,719

1,469,213

 

2005(A)

 BRIDGETON

-

2,196,834

-

-

2,196,834

2,196,834

633,732

1,563,101

 

1997(A)

 CREVE COEUR, WOODCREST/OLIVE

1,044,598

5,475,623

615,905

960,814

6,175,312

7,136,126

1,637,344

5,498,782

 

1998(A)

 CRYSTAL CITY, MI

-

234,378

-

-

234,378

234,378

61,258

173,120

 

1997(A)

 INDEPENDENCE, NOLAND DR.

1,728,367

8,951,101

23,846

1,731,300

8,972,014

10,703,314

2,420,491

8,282,824

 

1998(A)

 NORTH POINT SHOPPING CENTER

1,935,380

7,800,746

333,350

1,935,380

8,134,096

10,069,476

2,065,687

8,003,789

 

1998(A)

 KIRKWOOD

-

9,704,005

11,311,158

-

21,015,163

21,015,163

6,742,371

14,272,791

 

1998(A)

 KANSAS CITY

574,777

2,971,191

274,976

574,777

3,246,167

3,820,944

911,957

2,908,986

 

1997(A)

 LEMAY

125,879

503,510

3,767,981

451,155

3,946,215

4,397,370

755,329

3,642,041

 

1974(C)

 GRAVOIS

1,032,416

4,455,514

10,964,528

1,032,412

15,420,046

16,452,458

6,630,360

9,822,098

 

2008(A)

 ST. CHARLES-UNDERDEVELOPED LAND, MO

431,960

-

758,854

431,960

758,855

1,190,814

151,732

1,039,083

 

1998(A)

 SPRINGFIELD

2,745,595

10,985,778

5,973,003

2,904,022

16,800,354

19,704,376

5,147,113

14,557,263

 

1994(A)

 KMART PARCEL

905,674

3,666,386

4,933,942

905,674

8,600,328

9,506,001

1,374,421

8,131,580

2,348,156

2002(A)

 KRC ST. CHARLES

-

550,204

-

-

550,204

550,204

141,078

409,126

 

1998(A)

 ST. LOUIS, CHRISTY BLVD.

809,087

4,430,514

2,041,041

809,087

6,471,555

7,280,642

1,468,068

5,812,575

 

1998(A)

 OVERLAND

-

4,928,677

723,008

-

5,651,686

5,651,686

1,586,878

4,064,808

 

1997(A)

 ST. LOUIS

-

5,756,736

849,684

-

6,606,420

6,606,420

1,846,992

4,759,428

 

1997(A)

 ST. LOUIS

-

2,766,644

143,298

-

2,909,942

2,909,942

823,442

2,086,500

 

1997(A)

 ST. PETERS

1,182,194

7,423,459

7,008,779

1,053,694

14,560,738

15,614,432

6,559,826

9,054,605

 

1997(A)

 SPRINGFIELD,GLENSTONE AVE.

-

608,793

1,815,983

-

2,424,776

2,424,776

511,336

1,913,440

 

1998(A)

 KDI-TURTLE CREEK

11,535,281

-

32,252,199

10,150,881

33,636,599

43,787,480

367,819

43,419,660

30,140,815

2004(C)

 CHARLOTTE

919,251

3,570,981

1,074,184

919,251

4,645,165

5,564,416

1,567,945

3,996,471

 

2008(A)

 CHARLOTTE

1,783,400

7,139,131

989,689

1,783,400

8,128,820

9,912,220

3,065,410

6,846,810

 

1993(A)

 TYVOLA RD.

-

4,736,345

5,917,962

-

10,654,307

10,654,307

6,351,252

4,303,055

 

1986(A)

 CROSSROADS PLAZA

767,864

3,098,881

34,566

767,864

3,133,447

3,901,310

695,270

3,206,040

 

2000(A)


134




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 KIMCO CARY 696, INC.

2,180,000

8,756,865

441,126

2,256,799

9,121,193

11,377,991

2,480,181

8,897,810

 

1998(A)

 LONG CREEK S.C.

4,475,000

-

2,263,532

4,475,000

2,263,532

6,738,532

-

6,738,532

4,299,848

2008(A)

 DURHAM

1,882,800

7,551,576

1,602,386

1,882,800

9,153,962

11,036,762

2,864,050

8,172,711

 

1996(A)

 HILLSBOROUGH CROSSING

519,395

-

-

519,395

-

519,395

-

519,395

 

2003(A)

 SHOPPES AT MIDWAY PLANTATION

6,681,212

-

18,973,916

5,403,673

20,251,455

25,655,128

271,338

25,383,790

23,274,374

2005(C)

 PARK PLACE

5,461,479

16,163,494

-

5,461,479

16,163,494

21,624,973

884,995

20,739,978

13,821,500

2008(A)

 MOORESVILLE CROSSING

12,013,727

30,604,173

(882,021)

11,625,801

30,110,078

41,735,879

1,435,097

40,300,783

 

2007(A)

 RALEIGH

5,208,885

20,885,792

11,816,275

5,208,885

32,702,067

37,910,952

9,635,948

28,275,004

 

1993(A)

 WAKEFIELD COMMONS II

6,506,450

-

(2,708,102)

2,357,636

1,440,712

3,798,348

19,506

3,778,842

 

2001(C)

 WAKEFIELD CROSSINGS

3,413,932

-

(3,020,914)

336,236

56,783

393,019

-

393,019

 

2001(C)

 EDGEWATER PLACE

3,150,000

-

9,989,496

3,062,768

10,076,728

13,139,496

167,536

12,971,960

10,430,000

2003(C)

 WINSTON-SALEM

540,667

719,655

5,064,519

540,667

5,784,174

6,324,841

2,564,550

3,760,291

 

1969(C)

 SORENSON PARK PLAZA

5,104,294

-

32,512,824

4,145,628

33,471,490

37,617,118

-

37,617,118

 

2005(C)

 LORDEN PLAZA

8,872,529

22,548,382

-

8,872,529

22,548,382

31,420,911

586,979

30,833,932

23,704,437

2008(A)

 NEW LONDON CENTER

4,323,827

10,088,930

1,221,595

4,323,827

11,310,525

15,634,352

1,323,847

14,310,505

 

2005(A)

 ROCKINGHAM

2,660,915

10,643,660

11,307,148

3,148,715

21,463,008

24,611,723

6,672,900

17,938,823

 

2008(A)

 BRIDGEWATER NJ

1,982,481

(3,666,959)

9,262,382

1,982,481

5,595,423

7,577,904

2,891,728

4,686,176

 

1998(C)

 BAYONNE BROADWAY

1,434,737

3,347,719

2,825,469

1,434,737

6,173,188

7,607,924

735,246

6,872,678

 

2004(A)

 BRICKTOWN PLAZA

344,884

1,008,941

(307,857)

344,884

701,084

1,045,968

-

1,045,968

 

2005(A)

 BRIDGEWATER PLAZA

350,705

1,361,524

297,774

350,705

1,659,298

2,010,003

-

2,010,003

 

2005(A)

 CHERRY HILL

2,417,583

6,364,094

1,581,276

2,417,583

7,945,370

10,362,953

5,111,744

5,251,209

 

1985(C)

 MARLTON PIKE

-

4,318,534

41,342

-

4,359,876

4,359,876

1,367,194

2,992,682

 

1996(A)

 CINNAMINSON

652,123

2,608,491

2,456,671

652,123

5,065,162

5,717,285

1,901,715

3,815,570

 

1996(A)

 EASTWINDOR VILLAGE

9,335,011

23,777,978

-

9,335,011

23,777,978

33,112,989

455,966

32,657,023

19,762,615

2008(A)

 HILLSBOROUGH

11,886,809

-

(6,880,755)

5,006,054

-

5,006,054

-

5,006,054

 

2001(C)

 HOLMDEL TOWNE CENTER

10,824,624

43,301,494

3,148,676

10,824,624

46,450,170

57,274,794

6,983,919

50,290,875

 

2002(A)

 HOLMDEL COMMONS

16,537,556

38,759,952

3,725,471

16,537,556

42,485,423

59,022,979

7,248,515

51,774,464

 

2004(A)

 HOWELL PLAZA

311,384

1,143,159

4,870,779

311,384

6,013,938

6,325,322

61,326

6,263,997

 

2005(A)

 KENVILLE PLAZA

385,907

1,209,864

94

385,907

1,209,958

1,595,865

72,473

1,523,392

 

2005(A)

 STRAUSS DISCOUNT AUTO

1,225,294

91,203

1,552,740

1,228,794

1,640,443

2,869,237

229,118

2,640,119

 

2002(A)

 NORTH BRUNSWICK

3,204,978

12,819,912

15,816,956

3,204,978

28,636,868

31,841,846

8,529,050

23,312,795

 

1994(A)

 PISCATAWAY TOWN CENTER

3,851,839

15,410,851

532,195

3,851,839

15,943,046

19,794,885

4,280,309

15,514,576

 

1998(A)

 RIDGEWOOD

450,000

2,106,566

1,015,675

450,000

3,122,241

3,572,241

984,769

2,587,472

 

1993(A)

 SEA GIRT PLAZA

457,039

1,308,010

311,526

457,039

1,619,536

2,076,575

42,327

2,034,248

 

2005(A)


135




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 UNION CRESCENT

7,895,483

3,010,640

22,916,200

8,696,579

25,125,744

33,822,323

108,983

33,713,340

 

2007(A)

 WESTMONT

601,655

2,404,604

9,269,829

601,655

11,674,433

12,276,088

3,488,781

8,787,307

 

1994(A)

 WEST LONG BRANCH PLAZA

64,976

1,700,782

183,794

64,976

1,884,576

1,949,552

-

1,949,552

 

2005(A)

 SYCAMORE PLAZA

1,404,443

5,613,270

258,750

1,404,443

5,872,020

7,276,463

1,691,739

5,584,724

 

1998(A)

 PLAZA PASEO DEL-NORTE

4,653,197

18,633,584

693,707

4,653,197

19,327,291

23,980,488

5,247,984

18,732,503

 

1998(A)

 JUAN TABO, ALBUQUERQUE

1,141,200

4,566,817

337,499

1,141,200

4,904,316

6,045,516

1,310,594

4,734,923

 

1998(A)

 COMP USA CENTER

2,581,908

5,798,092

401,504

2,581,908

6,199,596

8,781,504

3,279,385

5,502,119

3,366,462

2006(A)

 DEL MONTE PLAZA

2,489,429

5,590,415

525,605

2,210,000

6,395,449

8,605,450

757,924

7,847,526

4,439,386

2006(A)

 D'ANDREA MARKETPLACE

11,556,067

29,435,364

-

11,556,067

29,435,364

40,991,432

1,267,798

39,723,634

16,350,652

2007(A)

 KEY BANK BUILDING

1,500,000

40,486,755

-

1,500,000

40,486,755

41,986,755

4,454,488

37,532,267

28,936,115

2006(A)

 BRIDGEHAMPTON

1,811,752

3,107,232

23,879,812

1,858,188

26,940,607

28,798,796

12,318,665

16,480,131

 

1972(C)

 TWO GUYS AUTO GLASS

105,497

436,714

-

105,497

436,714

542,211

64,408

477,802

 

2003(A)

 GENOVESE DRUG STORE

564,097

2,268,768

-

564,097

2,268,768

2,832,865

335,047

2,497,818

 

2003(A)

 KINGS HIGHWAY

2,743,820

6,811,268

1,346,027

2,743,820

8,157,294

10,901,115

1,255,837

9,645,277

 

2004(A)

 HOMEPORT-RALPH AVENUE

4,414,466

11,339,857

3,155,773

4,414,467

14,495,630

18,910,097

1,728,967

17,181,130

5,788,539

2004(A)

 BELLMORE

1,272,269

3,183,547

381,803

1,272,269

3,565,350

4,837,619

512,523

4,325,095

732,512

2004(A)

 STRAUSS CASTLE HILL PLAZA

310,864

725,350

241,828

310,864

967,178

1,278,042

105,878

1,172,164

 

2005(A)

 STRAUSS UTICA AVENUE

347,633

811,144

270,431

347,633

1,081,575

1,429,208

118,401

1,310,808

 

2005(A)

 MARKET AT BAY SHORE

12,359,621

30,707,802

590,385

12,359,621

31,298,187

43,657,808

4,504,766

39,153,042

 

2006(A)

 BARNES AVE & GUN HILL ROAD

6,795,371

-

2,730

6,798,101

-

6,798,101

-

6,798,101

 

2007(A)

 231 STREET

3,565,239

-

-

3,565,239

-

3,565,239

-

3,565,239

 

2007(A)

 5959 BROADWAY

6,035,726

-

890,683

6,035,726

890,683

6,926,409

-

6,926,409

4,875,000

2008(A)

 KING KULLEN PLAZA

5,968,082

23,243,404

1,053,452

5,980,130

24,284,808

30,264,938

7,063,980

23,200,958

 

1998(A)

 KDI-CENTRAL ISLIP TOWN CENTER

13,733,950

1,266,050

550,768

5,088,852

10,461,916

15,550,768

82,858

15,467,911

9,380,000

2004(C)

 PATHMARK SC

6,714,664

17,359,161

426,939

6,714,664

17,786,100

24,500,764

1,611,137

22,889,627

7,217,824

2006(A)

 BIRCHWOOD PLAZA COMMACK

3,630,000

4,774,791

26,302

3,630,000

4,801,093

8,431,093

385,939

8,045,155

 

2007(A)

 ELMONT

3,011,658

7,606,066

2,204,704

3,011,658

9,810,769

12,822,428

1,360,297

11,462,131

3,313,818

2004(A)

 FRANKLIN SQUARE

1,078,541

2,516,581

2,641,095

1,078,541

5,157,676

6,236,217

605,584

5,630,633

 

2004(A)

 KISSENA BOULEVARD SC

11,610,000

2,933,487

1,519

11,610,000

2,935,006

14,545,006

440,214

14,104,792

 

2007(A)

 HAMPTON BAYS

1,495,105

5,979,320

1,464,586

1,495,105

7,443,906

8,939,011

3,715,894

5,223,116

 

1989(A)

 HICKSVILLE

3,542,739

8,266,375

1,142,648

3,542,739

9,409,023

12,951,762

1,315,825

11,635,937

 

2004(A)

 100 WALT WHITMAN ROAD

5,300,000

8,167,577

1,968

5,300,000

8,169,545

13,469,545

656,332

12,813,213

 

2007(A)

 BP AMOCO GAS STATION

1,110,593

-

539

1,110,593

539

1,111,131

-

1,111,131

 

2007(A)

 STRAUSS LIBERTY AVENUE

305,969

713,927

238,695

305,969

952,623

1,258,591

103,540

1,155,052

 

2005(A)


136




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 BIRCHWOOD PLAZA (NORTH & SOUTH)

12,368,330

33,071,495

235,087

12,368,330

33,306,582

45,674,912

1,839,369

43,835,543

 

2007(A)

 501 NORTH BROADWAY

-

1,175,543

607

-

1,176,150

1,176,150

181,471

994,679

 

2007(A)

 MERRYLANE (P/L)

1,485,531

1,749

539

1,485,531

2,288

1,487,819

50

1,487,769

 

2007(A)

 DOUGLASTON SHOPPING CENTER

3,277,254

13,161,218

3,127,094

3,277,254

16,288,312

19,565,566

1,953,406

17,612,160

 

2003(A)

 STRAUSS MERRICK BLVD

450,582

1,051,359

351,513

450,582

1,402,872

1,853,454

153,574

1,699,881

 

2005(A)

 MANHASSET VENTURE LLC

4,567,003

19,165,808

25,677,593

4,421,939

44,988,465

49,410,404

10,549,444

38,860,960

 

1999(A)

 MASPETH QUEENS-DUANE READE

1,872,013

4,827,940

933,480

1,872,013

5,761,419

7,633,432

754,878

6,878,555

2,632,896

2004(A)

 MASSAPEQUA

1,880,816

4,388,549

964,761

1,880,816

5,353,310

7,234,126

824,760

6,409,365

 

2004(A)

 BIRCHWOOD PARK DRIVE (LAND LOT)

3,507,162

4,126

782

3,507,406

4,665

3,512,071

117

3,511,954

 

2007(A)

 367-369 BLEEKER STREET

1,425,000

4,958,097

(4,604,498)

368,147

1,410,451

1,778,599

99,998

1,678,601

 

2008(A)

 92 PERRY STREET

2,106,250

6,318,750

(4,294,055)

614,302

3,516,643

4,130,945

260,740

3,870,205

 

2008(A)

 82 CHRISTOPHER STREET

972,813

2,974,676

293,021

925,000

3,315,509

4,240,509

271,325

3,969,184

3,007,062

2005(A)

 387 BLEEKER STREET

925,000

3,056,933

80,812

925,000

3,137,745

4,062,745

228,488

3,834,257

2,933,897

2008(A)

 19 GREENWICH STREET

1,262,500

3,930,801

178,232

1,262,500

4,109,032

5,371,532

240,520

5,131,012

4,038,855

2006(A)

 PREF. EQUITY 100 VANDAM

5,125,000

16,143,321

629,471

6,419,540

15,478,253

21,897,793

948,229

20,949,563

16,400,000

2006(A)

 PREF. EQUITY-30 WEST 21ST STREET

6,250,000

21,974,274

9,017,562

6,250,000

30,991,837

37,241,837

-

37,241,837

20,713,296

2007(A)

 MINEOLA SC

4,150,000

7,520,692

15,872

4,150,000

7,536,565

11,686,565

691,814

10,994,751

 

2007(A)

 4452 BROADWAY

12,412,724

-

-

12,412,724

-

12,412,724

-

12,412,724

8,700,000

2007(A)

 AMERICAN MUFFLER SHOP

76,056

325,567

-

76,056

325,567

401,624

47,948

353,676

 

2003(A)

 PLAINVIEW

263,693

584,031

9,795,918

263,693

10,379,949

10,643,642

4,314,265

6,329,376

 

1969(C)

 POUGHKEEPSIE

876,548

4,695,659

12,728,791

876,547

17,424,450

18,300,998

7,265,984

11,035,014

 

1972(C)

 STRAUSS JAMAICA AVENUE

1,109,714

2,589,333

596,178

1,109,714

3,185,511

4,295,225

346,160

3,949,065

 

2005(A)

 SYOSSET, NY

106,655

76,197

1,551,676

106,655

1,627,873

1,734,528

829,512

905,016

 

1990(C)

 STATEN ISLAND

2,280,000

9,027,951

5,287,500

2,280,000

14,315,451

16,595,451

7,508,091

9,087,359

 

1989(A)

 STATEN ISLAND

2,940,000

11,811,964

1,095,437

3,148,424

12,698,977

15,847,401

3,551,974

12,295,427

 

1997(A)

 STATEN ISLAND PLAZA

5,600,744

6,788,460

(2,507,303)

5,600,744

4,281,157

9,881,901

-

9,881,901

 

2005(A)

 HYLAN PLAZA

28,723,536

38,232,267

33,501,521

28,723,536

71,733,789

100,457,325

13,721,604

86,735,720

 

2006(A)

 STOP N SHOP STATEN ISLAND

4,558,592

10,441,408

155,848

4,558,592

10,597,256

15,155,848

2,237,642

12,918,206

 

2005(A)

 WEST GATES

1,784,718

9,721,970

323,455

1,784,718

10,045,425

11,830,143

4,435,364

7,394,779

 

1993(A)

 WHITE PLAINS

1,777,775

4,453,894

2,010,606

1,777,775

6,464,500

8,242,274

1,061,940

7,180,334

3,364,888

2004(A)

 YONKERS

871,977

3,487,909

-

871,977

3,487,909

4,359,886

1,402,965

2,956,921

 

1998(A)

 STRAUSS ROMAINE AVENUE

782,459

1,825,737

610,420

782,459

2,436,158

3,218,616

266,688

2,951,928

 

2005(A)

 AKRON WATERLOO  

437,277

1,912,222

4,131,997

437,277

6,044,219

6,481,496

2,656,944

3,824,551

 

1975(C)

 WEST MARKET ST.

560,255

3,909,430

379,484

560,255

4,288,914

4,849,169

2,559,248

2,289,921

 

1999(A)


137




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 BARBERTON

505,590

1,948,135

3,430,702

505,590

5,378,837

5,884,427

2,973,677

2,910,749

 

1972(C)

 BRUNSWICK

771,765

6,058,560

2,116,611

771,765

8,175,171

8,946,936

5,985,101

2,961,836

 

1975(C)

 BEAVERCREEK

635,228

3,024,722

3,053,468

635,228

6,078,190

6,713,418

4,242,297

2,471,121

 

1986(A)

 CANTON

792,985

1,459,031

4,764,073

792,985

6,223,104

7,016,089

4,351,082

2,665,007

 

1972(C)

 CAMBRIDGE

-

1,848,195

1,016,068

473,060

2,391,204

2,864,263

2,037,448

826,816

 

1973(C)

 MORSE RD.

835,386

2,097,600

2,793,362

835,386

4,890,963

5,726,348

2,851,707

2,874,642

 

1988(A)

 HAMILTON RD.

856,178

2,195,520

3,844,830

856,178

6,040,351

6,896,528

3,394,934

3,501,595

 

1988(A)

 OLENTANGY RIVER RD.

764,517

1,833,600

2,340,830

764,517

4,174,430

4,938,947

2,923,058

2,015,889

 

1988(A)

 W. BROAD ST.

982,464

3,929,856

3,177,920

969,804

7,120,436

8,090,240

3,933,513

4,156,728

 

1988(A)

 RIDGE ROAD

1,285,213

4,712,358

10,644,217

1,285,213

15,356,575

16,641,788

4,732,364

11,909,424

 

1992(A)

 GLENWAY AVE

530,243

3,788,189

527,010

530,243

4,315,198

4,845,441

2,664,482

2,180,959

 

1999(A)

 SPRINGDALE

3,205,653

14,619,732

4,814,341

3,205,653

19,434,073

22,639,726

9,555,236

13,084,490

 

1992(A)

 GLENWAY CROSSING

699,359

3,112,047

1,247,339

699,359

4,359,386

5,058,745

830,163

4,228,582

 

2000(A)

 HIGHLAND RIDGE PLAZA

1,540,000

6,178,398

918,079

1,540,000

7,096,477

8,636,477

1,487,402

7,149,075

 

1999(A)

 HIGHLAND PLAZA

702,074

667,463

76,380

702,074

743,843

1,445,917

28,367

1,417,550

 

2005(A)

 MONTGOMERY PLAZA

530,893

1,302,656

3,225,406

530,893

4,528,062

5,058,955

46,613

5,012,342

 

2005(A)

 SHILOH SPRING RD.

-

1,735,836

3,283,247

1,105,183

3,913,901

5,019,083

2,625,413

2,393,671

 

1969(C)

 OAKCREEK

1,245,870

4,339,637

4,168,866

1,149,622

8,604,751

9,754,373

5,338,066

4,416,307

 

1984(A)

 SALEM AVE.

665,314

347,818

5,443,143

665,314

5,790,961

6,456,275

3,074,028

3,382,247

 

1988(A)

 KETTERING

1,190,496

4,761,984

716,243

1,190,496

5,478,227

6,668,723

3,309,846

3,358,877

 

1988(A)

 KENT, OH

6,254

3,028,914

-

6,254

3,028,914

3,035,168

1,577,413

1,457,755

 

1999(A)

 KENT

2,261,530

-

-

2,261,530

-

2,261,530

-

2,261,530

 

1995(A)

 MENTOR

503,981

2,455,926

2,258,691

371,295

4,847,303

5,218,598

2,524,254

2,694,344

 

1987(A)

 MIDDLEBURG HEIGHTS

639,542

3,783,096

29,683

639,542

3,812,779

4,452,321

2,262,619

2,189,702

 

1999(A)

 MENTOR ERIE COMMONS.

2,234,474

9,648,000

5,395,316

2,234,474

15,043,316

17,277,790

7,077,536

10,200,254

 

1988(A)

 MALLWOODS CENTER

294,232

-

1,184,543

294,232

1,184,543

1,478,775

187,635

1,291,140

 

1999(C)

 NORTH OLMSTED

626,818

3,712,045

35,000

626,818

3,747,045

4,373,862

2,172,951

2,200,911

 

1999(A)

 ORANGE OHIO

3,783,875

-

(2,358,060)

921,704

504,111

1,425,815

-

1,425,815

 

2001(C)

 UPPER ARLINGTON

504,256

2,198,476

9,003,673

1,255,544

10,450,861

11,706,405

6,604,670

5,101,735

 

2008(A)

 WICKLIFFE

610,991

2,471,965

1,717,378

713,518

4,086,816

4,800,334

1,277,373

3,522,961

 

1995(A)

 CHARDON ROAD

481,167

5,947,751

2,475,096

481,167

8,422,846

8,904,014

3,808,952

5,095,062

 

1999(A)

 WESTERVILLE

1,050,431

4,201,616

8,075,501

947,904

12,379,644

13,327,548

5,548,329

7,779,219

 

1988(A)

 EDMOND

477,036

3,591,493

8,900

477,036

3,600,393

4,077,429

1,003,989

3,073,441

 

1997(A)

 CENTENNIAL PLAZA

4,650,634

18,604,307

1,263,395

4,650,634

19,867,702

24,518,336

5,686,083

18,832,253

 

1998(A)


138




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 KDI-MCMINNVILLE

4,062,327

-

452,378

4,062,327

452,378

4,514,705

-

4,514,705

 

2006(C)

 ALLEGHENY

-

30,061,177

59,094

-

30,120,271

30,120,271

3,538,019

26,582,252

 

2004(A)

 SUBURBAN SQUARE

70,679,871

166,351,381

3,452,809

71,279,871

169,204,190

240,484,061

10,957,887

229,526,174

117,000,000

2007(A)

 CHIPPEWA

2,881,525

11,526,101

153,289

2,881,525

11,679,391

14,560,916

2,687,860

11,873,056

8,911,011

2000(A)

 BROOKHAVEN PLAZA

254,694

973,318

(61,414)

254,694

911,903

1,166,598

3,510

1,163,087

 

2005(A)

 CARNEGIE

-

3,298,908

17,747

-

3,316,655

3,316,655

765,382

2,551,273

 

1999(A)

 CENTER SQUARE

731,888

2,927,551

1,238,976

731,888

4,166,527

4,898,415

1,483,557

3,414,858

 

1996(A)

 WAYNE PLAZA

6,127,623

15,605,012

-

6,127,623

15,605,012

21,732,635

441,928

21,290,707

14,288,894

2008(A)

 CHAMBERSBURG CROSSING

9,090,288

-

25,248,075

8,790,288

25,548,075

34,338,364

655,197

33,683,167

 

2006(C)

 EAST STROUDSBURG

1,050,000

2,372,628

1,243,804

1,050,000

3,616,432

4,666,432

2,844,993

1,821,439

 

1973(C)

 RIDGE PIKE PLAZA

1,525,337

4,251,732

-

1,525,337

4,251,732

5,777,069

171,256

5,605,813

 

2008(A)

 EXTON

176,666

4,895,360

-

176,666

4,895,360

5,072,026

1,129,699

3,942,328

 

1999(A)

 EXTON

731,888

2,927,551

-

731,888

2,927,551

3,659,439

925,807

2,733,632

 

1996(A)

 EASTWICK

889,001

2,762,888

3,074,728

889,001

5,837,616

6,726,617

1,672,285

5,054,332

4,465,434

1997(A)

 EXTON PLAZA

294,378

1,404,778

1,064,664

294,378

2,469,442

2,763,820

23,845

2,739,976

 

2005(A)

 FEASTERVILLE

520,521

2,082,083

38,691

520,521

2,120,774

2,641,295

657,623

1,983,672

 

1996(A)

 GETTYSBURG

74,626

671,630

101,519

74,626

773,149

847,775

747,005

100,770

 

1986(A)

 HARRISBURG, PA

452,888

6,665,238

3,961,636

452,888

10,626,874

11,079,762

5,786,684

5,293,077

 

2002(A)

 HAMBURG

439,232

-

2,023,428

494,982

1,967,677

2,462,660

341,125

2,121,535

2,349,818

2000(C)

 HAVERTOWN

731,888

2,927,551

-

731,888

2,927,551

3,659,439

925,807

2,733,632

 

1996(A)

 NORRISTOWN

686,134

2,664,535

3,355,299

774,084

5,931,884

6,705,968

3,817,006

2,888,962

 

1984(A)

 NEW KENSINGTON

521,945

2,548,322

676,040

521,945

3,224,362

3,746,307

2,846,157

900,150

 

1986(A)

 PHILADELPHIA

731,888

2,927,551

-

731,888

2,927,551

3,659,439

925,807

2,733,632

 

1996(A)

 GALLERY, PHILADELPHIA PA

-

-

42,000

-

42,000

42,000

11,308

30,692

 

1996(A)

 PHILADELPHIA PLAZA

209,197

1,373,843

14,888

209,197

1,388,731

1,597,928

-

1,597,928

 

2005(A)

 STRAUSS WASHINGTON AVENUE

424,659

990,872

468,821

424,659

1,459,693

1,884,352

159,853

1,724,499

 

2005(A)

 35 NORTH 3RD LLC

451,789

3,089,294

915,421

451,789

4,004,714

4,456,503

-

4,456,503

 

2007(A)

 1628 WALNUT STREET

912,686

2,747,260

83,106

912,686

2,830,366

3,743,052

-

3,743,052

 

2007(A)

 1701 WALNUT STREET

3,066,099

9,558,521

2,397,736

3,066,099

11,956,256

15,022,356

-

15,022,356

 

2007(A)

 120-122 MARKET STREET

752,309

2,707,474

709,276

912,076

3,256,983

4,169,058

-

4,169,058

 

2007(A)

 242-244 MARKET STREET

704,263

2,117,182

24,654

704,263

2,141,836

2,846,098

-

2,846,098

 

2007(A)

 1401 WALNUT ST LOWER ESTATE - UNIT A  

-

7,001,199

9,928

-

7,011,126

7,011,126

370,599

6,640,527

 

2008(A)

 1401 WALNUT ST LOWER ESTATE - UNIT B

-

32,081,992

2,595,890

-

34,677,883

34,677,883

908,990

33,768,893

 

2008(A)

 1831-33 CHESTNUT STREET

1,982,143

5,982,231

127,689

1,982,143

6,109,920

8,092,063

-

8,092,063

 

2007(A)


139




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 1429 WALNUT STREET-COMMERCIAL

5,881,640

17,796,661

521,682

5,881,640

18,318,343

24,199,983

470,531

23,729,452

7,031,424

2008(A)

 1805 WALNUT STREET UNIT A

-

17,311,529

-

-

17,311,529

17,311,529

-

17,311,529

 

2008(A)

 RICHBORO

788,761

3,155,044

11,839,007

976,439

14,806,373

15,782,812

7,262,008

8,520,805

 

1986(A)

 SPRINGFIELD

919,998

4,981,589

1,796,548

920,000

6,778,135

7,698,135

5,127,267

2,570,868

 

1983(A)

 UPPER DARBY

231,821

927,286

5,046,838

231,821

5,974,124

6,205,945

1,667,451

4,538,494

3,508,555

1996(A)

 WEST MIFFLIN

1,468,342

-

-

1,468,342

-

1,468,342

-

1,468,342

 

1986(A)

 WHITEHALL

-

5,195,577

-

-

5,195,577

5,195,577

1,643,047

3,552,531

 

1996(A)

 E. PROSPECT ST.

604,826

2,755,314

1,038,043

604,826

3,793,357

4,398,183

2,941,262

1,456,922

 

1986(A)

 W. MARKET ST.

188,562

1,158,307

-

188,562

1,158,307

1,346,869

1,158,307

188,562

 

1986(A)

 REXVILLE TOWN CENTER

24,872,982

48,688,161

6,023,070

25,678,064

53,906,149

79,584,213

6,907,879

72,676,334

41,479,554

2006(A)

 PLAZA CENTRO - COSTCO

3,627,973

10,752,213

1,566,477

3,866,206

12,080,457

15,946,663

2,818,703

13,127,960

 

2006(A)

 PLAZA CENTRO - MALL

19,873,263

58,719,179

6,225,903

19,655,368

65,162,977

84,818,345

14,996,094

69,822,251

 

2006(A)

 PLAZA CENTRO - RETAIL

5,935,566

16,509,748

2,473,680

6,026,070

18,892,924

24,918,994

4,324,136

20,594,858

 

2006(A)

 PLAZA CENTRO - SAM'S CLUB

6,643,224

20,224,758

2,379,589

6,520,090

22,727,481

29,247,571

8,952,461

20,295,110

 

2006(A)

 LOS COLOBOS - BUILDERS SQUARE

4,404,593

9,627,903

1,389,309

4,461,145

10,960,661

15,421,806

2,568,016

12,853,789

 

2006(A)

 LOS COLOBOS - KMART

4,594,944

10,120,147

754,523

4,402,338

11,067,275

15,469,613

2,682,857

12,786,757

 

2006(A)

 LOS COLOBOS I

12,890,882

26,046,669

3,252,954

13,613,375

28,577,131

42,190,506

5,912,041

36,278,465

 

2006(A)

 LOS COLOBOS II

14,893,698

30,680,556

3,274,083

15,142,301

33,706,036

48,848,337

6,908,820

41,939,517

 

2006(A)

 WESTERN PLAZA - MAYAQUEZ ONE

10,857,773

12,252,522

1,310,001

11,241,993

13,178,304

24,420,297

2,589,014

21,831,282

 

2006(A)

 WESTERN PLAZA - MAYAGUEZ TWO

16,874,345

19,911,045

1,640,234

16,872,648

21,552,977

38,425,624

4,328,924

34,096,701

17,594,893

2006(A)

 MANATI VILLA MARIA SC

2,781,447

5,673,119

444,641

2,626,895

6,272,312

8,899,207

3,154,253

5,744,954

 

2006(A)

 PONCE TOWN CENTER

14,432,778

28,448,754

3,773,843

15,151,981

31,503,394

46,655,375

3,196,913

43,458,462

24,183,031

2006(A)

 TRUJILLO ALTO PLAZA

12,053,673

24,445,858

3,023,973

12,507,048

27,016,456

39,523,505

6,604,521

32,918,983

 

2006(A)

 MARSHALL PLAZA, CRANSTON RI

1,886,600

7,575,302

1,683,456

1,886,600

9,258,758

11,145,358

2,488,797

8,656,561

 

1998(A)

 CHARLESTON

730,164

3,132,092

10,179,956

730,164

13,312,048

14,042,212

3,809,226

10,232,986

 

1978(C)

 CHARLESTON

1,744,430

6,986,094

4,204,305

1,744,430

11,190,399

12,934,829

3,413,193

9,521,636

 

1995(A)

 FLORENCE

1,465,661

6,011,013

153,208

1,465,661

6,164,221

7,629,882

1,776,950

5,852,932

 

1997(A)

 GREENVILLE

2,209,812

8,850,864

3,045,524

2,209,811

11,896,389

14,106,200

3,146,038

10,960,162

 

1997(A)

 NORTH CHARLESTON

744,093

2,974,990

257,733

744,093

3,232,723

3,976,815

692,630

3,284,186

1,606,735

2000(A)

 N. CHARLESTON

2,965,748

11,895,294

1,330,622

2,965,748

13,225,916

16,191,664

3,533,037

12,658,628

 

1997(A)

 MADISON

-

4,133,904

2,753,096

-

6,887,000

6,887,000

4,935,762

1,951,238

 

1978(C)

 HICKORY RIDGE COMMONS

596,347

2,545,033

21,750

596,347

2,566,783

3,163,130

557,485

2,605,646

 

2000(A)

 TROLLEY STATION

3,303,682

13,218,740

634,568

3,303,682

13,853,308

17,156,990

3,484,305

13,672,685

9,453,000

1998(A)


140




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

 RIVERGATE STATION

7,135,070

19,091,078

2,019,812

7,135,070

21,110,890

28,245,960

4,841,997

23,403,963

14,709,548

2004(A)

 MARKET PLACE AT RIVERGATE

2,574,635

10,339,449

1,239,080

2,574,635

11,578,529

14,153,164

3,102,707

11,050,457

 

1998(A)

 RIVERGATE, TN

3,038,561

12,157,408

4,373,995

3,038,561

16,531,403

19,569,964

3,795,869

15,774,095

 

1998(A)

 CENTER OF THE HILLS, TX

2,923,585

11,706,145

769,510

2,923,585

12,475,655

15,399,240

3,363,514

12,035,727

 

2008(A)

 ARLINGTON

3,160,203

2,285,378

-

3,160,203

2,285,378

5,445,582

653,673

4,791,908

 

1997(A)

 DOWLEN CENTER

2,244,581

-

(820,897)

484,828

938,856

1,423,684

-

1,423,684

 

2002(C)

 BURLESON

9,974,390

810,314

(9,429,449)

1,373,692

(18,436)

1,355,256

-

1,355,256

 

2000(C)

 BAYTOWN

500,422

2,431,651

553,066

500,422

2,984,717

3,485,139

846,256

2,638,883

 

1996(A)

 LAS TIENDAS PLAZA

8,678,107

-

24,818,594

7,943,925

25,552,776

33,496,701

-

33,496,701

 

2005(C)

 CORPUS CHRISTI, TX

-

944,562

3,208,000

-

4,152,562

4,152,562

787,523

3,365,038

 

1997(A)

 DALLAS

1,299,632

5,168,727

7,497,651

1,299,632

12,666,378

13,966,010

9,829,241

4,136,769

 

1969(C)

 MONTGOMERY PLAZA

6,203,205

-

44,061,930

6,203,205

44,061,930

50,265,134

1,936,260

48,328,874

38,394,221

2003(C)

 PRESTON LEBANON CROSSING

13,552,180

-

23,489,386

12,524,385

24,517,181

37,041,566

-

37,041,566

 

2006(C)

 KDI-LAKE PRAIRIE TOWN CROSSING

7,897,491

-

24,949,316

7,249,802

25,597,005

32,846,807

-

32,846,807

29,290,434

2006(C)

 CENTER AT BAYBROOK

6,941,017

27,727,491

4,259,363

7,063,186

31,864,685

38,927,871

7,824,573

31,103,298

 

1998(A)

 HARRIS COUNTY

1,843,000

7,372,420

1,531,492

2,003,260

8,743,652

10,746,912

2,362,001

8,384,911

 

1997(A)

 CYPRESS TOWNE CENTER

6,033,932

-

(2,756,477)

2,251,666

1,025,789

3,277,455

-

3,277,455

 

2003(C)

 SHOPS AT VISTA RIDGE

3,257,199

13,029,416

378,116

3,257,199

13,407,532

16,664,731

3,645,078

13,019,653

 

1998(A)

 VISTA RIDGE PLAZA

2,926,495

11,716,483

2,234,831

2,926,495

13,951,314

16,877,809

3,640,481

13,237,328

 

1998(A)

 VISTA RIDGE PHASE II

2,276,575

9,106,300

182,154

2,276,575

9,288,454

11,565,029

2,400,708

9,164,321

 

1998(A)

 SOUTH PLAINES PLAZA, TX

1,890,000

7,555,099

27,777

1,890,000

7,582,876

9,472,876

2,145,354

7,327,522

 

1998(A)

 MESQUITE

520,340

2,081,356

897,593

520,340

2,978,950

3,499,289

989,410

2,509,879

 

1995(A)

 MESQUITE TOWN CENTER

3,757,324

15,061,644

1,918,308

3,757,324

16,979,953

20,737,276

4,595,463

16,141,813

 

1998(A)

 NEW BRAUNSFELS

840,000

3,360,000

-

840,000

3,360,000

4,200,000

474,781

3,725,219

 

2003(A)

 KDI-HARMON TOWNE CROSSING

7,815,750

187,300

(1,857,498)

5,736,003

409,549

6,145,552

-

6,145,552

3,316,394

2007(C)

 PARKER PLAZA

7,846,946

-

-

7,846,946

-

7,846,946

-

7,846,946

 

2005(C)

 PLANO

500,414

2,830,835

-

500,414

2,830,835

3,331,249

883,660

2,447,589

 

1996(A)

 SOUTHLAKE OAKS  

3,011,260

7,703,844

-

3,011,260

7,703,844

10,715,104

1,609,609

9,105,496

6,409,971

2008(A)

 WEST OAKS

500,422

2,001,687

26,291

500,422

2,027,978

2,528,400

666,437

1,861,963

 

1996(A)

 OGDEN

213,818

855,275

4,279,007

850,698

4,497,401

5,348,100

1,614,752

3,733,348

 

1967(C)

 COLONIAL HEIGHTS

125,376

3,476,073

190,178

125,376

3,666,251

3,791,627

813,628

2,978,000

 

1999(A)

 OLD TOWN VILLAGE

4,500,000

41,569,735

(2,715,719)

4,500,000

38,854,016

43,354,016

-

43,354,016

13,392,942

2007(A)

 MANASSAS

1,788,750

7,162,661

360,474

1,788,750

7,523,135

9,311,885

2,175,664

7,136,220

 

1997(A)

 RICHMOND

82,544

2,289,288

280,600

82,544

2,569,889

2,652,432

443,281

2,209,151

 

1999(A)


141




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

RICHMOND

670,500

2,751,375

-

670,500

2,751,375

3,421,875

959,101

2,462,774

 

1995(A)

VALLEY VIEW SHOPPING CENTER

3,440,018

8,054,004

733,871

3,440,018

8,787,875

12,227,893

1,157,335

11,070,558

 

2004(A)

POTOMAC RUN PLAZA

27,369,515

48,451,209

-

27,369,515

48,451,209

75,820,724

504,916

75,315,808

44,541,918

2008(A)

MANCHESTER SHOPPING CENTER

2,722,461

6,403,866

639,555

2,722,461

7,043,421

9,765,882

1,665,441

8,100,441

 

2004(A)

AUBURN NORTH

7,785,841

18,157,625

60,221

7,785,841

18,217,846

26,003,688

1,818,317

24,185,371

 

2007(A)

CHARLES TOWN

602,000

3,725,871

11,026,315

602,000

14,752,186

15,354,186

7,234,418

8,119,768

 

1985(A)

RIVERWALK PLAZA

2,708,290

10,841,674

179,405

2,708,290

11,021,079

13,729,369

2,797,565

10,931,804

 

1999(A)

BLUE RIDGE

12,346,900

71,529,796

6,512,770

17,349,873

73,039,593

90,389,466

12,391,492

77,997,974

15,248,263

2005(A)

CHILE-VINA DEL MAR

11,096,948

720,781

-

11,096,948

720,781

11,817,729

11,195

11,806,534

 

2008(A)

CHILE-VICUNA MACKENA

362,556

5,205,439

-

362,556

5,205,439

5,567,996

-

5,567,996

 

2008(A)

CHILE-EKONO

414,730

-

-

414,730

-

414,730

-

414,730

 

2008(A)

PERU

811,916

-

443,699

811,916

443,699

1,255,616

-

1,255,616

 

2008(A)

MEXICO-GIGANTE ACQ

7,568,417

19,878,026

(4,128,019)

5,712,132

17,606,293

23,318,424

1,272,540

22,045,884

 

2007(A)

MEXICO-HERMOSILLO

11,424,531

-

-

11,424,531

698,606

12,123,136

-

12,123,136

 

2008(A)

BRAZIL-HORTOLANDIA

2,281,541

-

-

2,281,541

1,099,058

3,380,599

-

3,380,599

 

2008(A)

MEXICO-LINDAVISTA

19,352,453

-

21,154,629

15,581,895

24,925,187

40,507,083

-

40,507,083

 

2006(C)

MEXICO-MOTOROLA

47,272,528

-

27,850,383

38,150,664

36,972,247

75,122,911

-

75,122,911

 

2006(C)

MEXICO-MULTI PLAZA OJO DE AGUA

4,089,067

-

6,240,141

4,089,067

6,240,141

10,329,208

-

10,329,208

 

2008(A)

MEXICO-NON ADM GRAND PLZ CANCUN

13,976,402

35,593,236

(13,507,036)

3,358,277

32,704,325

36,062,602

1,323,748

34,738,855

 

2007(A)

MEXICO-NON ADM LAGO REAL

11,336,743

-

406,608

9,178,527

2,564,824

11,743,351

-

11,743,351

 

2007(A)

MEXICO-NON ADM LOS CABOS

10,873,070

1,257,517

6,972,267

8,668,736

10,434,118

19,102,854

-

19,102,854

 

2007(A)

MEXICO-NON BUS ADM-MULT. CANCUN

4,471,987

-

1,927,493

4,471,988

1,927,493

6,399,481

-

6,399,481

 

2008(A)

MEXICO-NUEVO LAREDO

10,627,540

-

18,848,888

8,546,133

20,930,295

29,476,428

-

29,476,428

 

2006(C)

MEXICO-PACHUCA WAL-MART

3,621,985

-

4,371,071

3,165,560

4,827,496

7,993,056

-

7,993,056

 

2005(C)

MEXICO-PLAZA CENTENARIO

3,388,861

-

2,741,650

2,601,664

3,528,848

6,130,511

-

6,130,511

 

2007(A)

MEXICO-PLAZA SAN JUAN

9,631,035

-

(1,018,318)

7,699,029

913,687

8,612,716

-

8,612,716

 

2006(C)

MEXICO-PLAZA SORIANA

2,639,975

346,945

(125,257)

2,103,630

758,032

2,861,663

-

2,861,663

 

2007(A)

MEXICO-RHODESIA

3,924,464

-

83,831

3,924,464

83,831

4,008,295

-

4,008,295

 

2008(A)

MEXICO-RIO BRAVO HEB

2,970,663

-

8,085,618

2,970,663

8,085,618

11,056,281

-

11,056,281

 

2008(A)

MEXICO-SALTILLO II

11,150,023

-

13,101,318

9,110,533

15,140,808

24,251,341

-

24,251,341

 

2005(C)

MEXICO-SAN PEDRO

3,309,654

13,238,616

(4,201,751)

3,330,479

9,016,040

12,346,519

942,197

11,404,322

 

2006(A)


142




 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

MEXICO-TAPACHULA

13,716,428

-

3,507,063

10,731,554

6,491,937

17,223,490

-

17,223,490

 

2007(A)

BRAZIL-VALINHOS

5,204,507

14,997,200

(67,275)

5,204,507

14,929,925

20,134,432

-

20,134,432

 

2008(A)

MEXICO-WALDO ACQ

8,929,278

16,888,627

(4,697,668)

6,917,666

14,202,571

21,120,237

674,913

20,445,323

 

2007(A)

BALANCE OF PORTFOLIO

133,248,688

4,492,127

72,145,780

137,610,601

72,275,994

209,886,595

25,370,314

184,516,281

 

 

TOTALS

 

 

 

$1,876,407,135

$5,942,508,985

$7,818,916,120

$1,159,664,489

$6,659,251,631

$1,115,828,000

 


Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows:


Buildings and building improvements

 

15 to 50 years

Fixtures, leasehold and tenant improvements

 

Terms of leases or useful lives, whichever is shorter

(including certain identified intangible assets)

 

 


The aggregate cost for Federal income tax purposes was approximately $7.0 billion at December 31, 2008.


The changes in total real estate assets for the years ended December 31, 2008, 2007 and 2006, are as follows:


 

 

2008

2007

2006

 

Balance, beginning of period

$ 7,325,034,819 

$ 6,001,319,025 

$ 4,560,405,547 

 

Acquisitions

194,097,146 

1,113,409,534 

2,719,840,791 

 

Improvements

242,545,745 

497,102,382 

505,353,494 

 

Transfers from  (to) unconsolidated joint ventures

194,579,632 

67,572,307 

(1,358,078,215)

 

Sales

(123,943,216)

(312,051,273)

(421,493,264)

 

Assets held for sale

(5,498,006)

(33,817,156)

(4,709,328)

 

Adjustment of property carrying values

(7,900,000)

(8,500,000)

 

Balance, end of period

$ 7,818,916,120 

$ 7,325,034,819 

$ 6,001,319,025 


The changes in accumulated depreciation for the years ended December 31, 2008, 2007, and 2006 are as follows:


 

 

2008

2007

2006

 

Balance, beginning of period

$    977,443,829

$ 806,670,237

$ 740,127,307

 

Depreciation for year

187,779,442

171,109,963

138,279,032

 

Transfers from  (to) unconsolidated joint ventures

2,899,587

8,358,844

(331,447)

 

Sales

(7,595,547)

(7,474,603)

(69,627,527)

 

Assets held for sale

(862,822)

(1,220,612)

(1,777,128)

 

Balance, end of period

$ 1,159,664,489

$ 977,443,829

$ 806,670,237


Reclassifications:

Certain Amounts in the Prior Period Have Been Reclassified in Order to Conform with the Current Period's Presentation.


143




KIMCO REALTY CORPORATION AND SUBSIDIARIES

Schedule IV - Mortgage Loans on Real Estate

As of December 31, 2008

(in thousands)


Type of
Loan/Borrower

Description

Location (3)

Interest Accrual Rates

Interest  Payment Rates

Final
Maturity Date

Periodic
Payment
Terms (1)

Prior
Liens

Face Amount
of Mortgages
or Maximum
Available
Credit (2)

Carrying
Amount
of Mortgages
(2)(3)

 

 

 

 

 

 

 

 

 

 

Mortgage Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrower A

Apartments

Montreal, Quebec

8.50%

8.50%

6/27/2013

I

-

$                 23,800

$             19,489

Borrower B

Retail

Boston, Massachusetts

12.00%

12.00%

9/11/2013

I

-

18,000

18,000

Borrower C

Retail

Palm Beach, FL

8.00%

8.00%

4/28/2013

I

-

14,500

17,320

Borrower D

Medical Center

Bayonne, NJ

Libor + 6%

Libor + 6%

4/17/2009

I

-

17,500

16,000

Borrower E

Retail Development

Ontario, Canada

8.50%

8.50%

4/13/2009

I

-

16,906

13,648

Borrower F

Commercial

Pennsylvania

LIBOR + 12.5% or Prime +1 1.5%

LIBOR + 12.5% or Prime + 11.5%

4/18/2013

I

-

21,875

13,430

Borrower G

Medical Center

NewYork, NY

LIBOR + 3.25% or Prime + 1.75%

LIBOR + 3.25% or Prime + 1.75%

10/19/2012

I

-

18,000

9,000

Borrower H

Retail

Arboledas, Mexico

8.10%

8.10%

12/31/2012

I

-

13,000

6,487

Borrower I

Retail

Acapulco, Mexico

10.00%

10.00%

12/1/2016

I

-

9,900

5,626

Individually < 3%

 

 

 

 

 

 

 

75,300

56,733

 

 

 

 

 

 

 

 

228,781

175,733

Lines of Credit:

 

 

 

 

 

 

 

 

 

Individually < 3%

 

 

 

 

 

 

-

7,067

5,416

Other:

 

 

 

 

 

 

 

 

 

Individually < 3%

 

 

 

 

 

 

-

5,000

45

Capitalized loan costs

 

 

 

 

 

 

 

 

798

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

$               240,848

$          181,992


(1)  I = Interest only

(2)  The instruments actual cash flows are denominated in U.S. dollars, Canadian dollars and Mexican pesos as indicated by the geographic location above

(3)  The aggregate cost for Federal income tax purposes is $181,992


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


For a reconcilition of mortgage and other financing receivables from January 1, 2006 to December 31, 2008 see Note 9 of the Notes to Consolidated Financial Statements included in this annual report of Form 10K.



144