10-K 1 i11038.htm KIMCO 10-K 12-31-10



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

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

For the fiscal year ended December 31, 2010

OR

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

For the transition period from __________ to __________

Commission file number 1-10899

Kimco Realty Corporation

(Exact name of registrant as specified in its charter)


Maryland

 

13-2744380

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)


3333 New Hyde Park Road, New Hyde Park, NY   11042-0020

(Address of principal executive offices     Zip Code)

(516) 869-9000

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

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

 

 

 

Depositary Shares, each representing one-hundredth of a share of 6.90% Class H 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 þ  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 þ


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ  No ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes þ  No ¨


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer,” “accelerated filer," and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

þ

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

(Do not check if a small reporting company.)

 



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes   ¨     No   þ


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $5.5 billion based upon the closing price on the New York Stock Exchange for such equity on June 30, 2010.


 (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.


406,429,488 shares as of February 16, 2011.


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 4, 2011.


Index to Exhibits begins on page 37.


Page 1 of 195





TABLE OF CONTENTS



Item No.

 

Form 10-K
Report
Page

 

PART I

 

 

 

 

   1.

Business

3

 

 

 

   1A.

Risk Factors

5

 

 

 

   1B.

Unresolved Staff Comments

11

 

 

 

   2.

Properties

11

 

 

 

   3.

Legal Proceedings

12

 

 

 

   4.

(Removed and Reserved)

12

 

 

 

 

 

 

 

PART II

 

 

 

 

   5.

Market for Registrant's Common Equity,

Related Stockholder Matters and Issuer Purchases of Equity Securities

13

 

 

 

   6.

Selected Financial Data

14

 

 

 

   7.

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

16

 

 

 

   7A.

Quantitative and Qualitative Disclosures About Market Risk

32

 

 

 

   8.

Financial Statements and Supplementary Data

33

 

 

 

   9.

Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

33

 

 

 

   9A.

Controls and Procedures

34

 

 

 

   9B.

Other Information

34

 

 

 

 

 

 

 

PART III

 

 

 

 

   10.

Directors, Executive Officers and Corporate Governance

35

 

 

 

   11.

Executive Compensation

35

 

 

 

   12.

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

35

 

 

 

   13.

Certain Relationships and Related Transactions, and Director Independence

35

 

 

 

   14.

Principal Accounting Fees and Services

35

 

 

 

 

 

 

 

PART IV

 

 

 

 

   15.

Exhibits Financial Statement Schedules

36




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FORWARD-LOOKING STATEMENTS


This annual report on Form 10-K, together with other statements and information publicly disseminated by Kimco Realty Corporation (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions.  Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performances or achievements.  Factors which may cause actual results to differ materially from current expectations include, but are not limited to (i) general adverse economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms, (iv) the Company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations, (vi) the level and volatility of interest rates and foreign currency exchange rates, (vii) the availability of suitable acquisition opportunities, (viii) valuation of joint venture investments, (ix) valuation of marketable securities and other investments, (x) increases in operating costs, (xi) changes in the dividend policy for the Company’s common stock, (xii) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a shopping center, (xiii) impairment charges, (xiv) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity and the risks and uncertainties identified under Item 1A, “Risk Factors” and elsewhere in this Form 10-K.  Accordingly, there is no assurance that the Company’s expectations will be realized.


PART I


Item 1.  Business


Background


Kimco Realty Corporation, a Maryland corporation, is one of the nation's largest owners and operators of neighborhood and community shopping centers.  The terms "Kimco," the "Company," "we," "our" and "us" each refer to Kimco Realty Corporation and our subsidiaries unless the context indicates otherwise.  The Company is a self-administered real estate investment trust ("REIT") and has owned and operated neighborhood and community shopping centers for more than 50 years.  The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. As of December 31, 2010, the Company had interests in 951 shopping center properties (the “Combined Shopping Center Portfolio”) aggregating 138.0 million square feet of gross leasable area (“GLA”) and 906 other property interests, primarily through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling approximately 34.4 million square feet of GLA, for a grand total of 1,857 properties aggregating 172.4 million square feet of GLA, located in 44 states, Puerto Rico, Canada, Mexico, Chile, Brazil and Peru. The Company’s ownership interests in real estate consist of its consolidated portfolio and in portfolios where the Company owns an economic interest, such as properties in the Company’s investment real estate management programs, where the Company partners with institutional investors and also retains management.  The Company believes its portfolio of neighborhood and community shopping center properties is the largest (measured by GLA) currently held by any publicly traded REIT.


The Company's executive offices are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 and its telephone number is (516) 869-9000.  Nearly all operating functions, including leasing, legal, construction, data processing, maintenance, finance and accounting are administered by the Company from its executive offices in New Hyde Park, New York and supported by the Company’s regional offices.  As of December 31, 2010, a total of 687 persons are employed by the Company.


The Company’s Web site is located at http://www.kimcorealty.com.  The information contained on our Web site does not constitute part of this 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").


The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the contribution of several shopping center properties owned by its principal stockholders.  In 1973, these principals formed the

Company as a Delaware corporation, and, in 1985, the operations of The Kimco Corporation were merged into the Company. The Company completed its initial public stock offering (the "IPO") in November 1991, and, commencing with its taxable year which began January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code").  If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code.  In 1994, the Company reorganized as a Maryland corporation.  In March 2006, the Company was added to the S & P 500 Index, an index containing the stock of 500 Large


3



Cap companies, most of which are U.S. corporations.  The Company's common stock, Class F Depositary Shares, Class G Depositary Shares and Class H Depositary Shares are traded on the New York Stock Exchange (“NYSE”) under the trading symbols “KIM”, “KIMprF”, “KIMprG” and “KIMprH”, respectively.


The Company’s initial growth resulted primarily from ground-up development and the construction of shopping centers.  Subsequently, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and continued its expansion across the nation.  The Company implemented its investment real estate management format through the establishment of various institutional joint venture programs in which the Company has noncontrolling interests.  The Company earns management fees, acquisition fees, disposition fees and promoted interests based on value creation.  The Company continued its geographic expansion with investments in Canada, Mexico, Chile, Brazil and Peru.  The Company’s revenues and equity in income from its foreign investments are as follows (in millions):


 

2010

2009

2008

Revenues (consolidated):

 

 

 

Mexico

$35.4

$23.4

$20.3

South America

$  3.8

$  1.5

$  0.4

 

 

 

 

Equity in income (unconsolidated joint ventures):

 

 

 

Canada

$26.5

$25.1

$41.8

Mexico

$12.0

$  7.0

$17.1

South America

$  0.1

$  0.4

$  0.2


The Company, through its taxable REIT subsidiaries (“TRS”), as permitted by the Tax Relief Extension Act of 1999, has been engaged in various retail real estate related opportunities, including (i) ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate management and disposition services, which primarily focused on leasing and disposition strategies for real estate property interests of both healthy and distressed retailers and (iii) acting as an agent or principal in connection with tax-deferred exchange transactions.  The Company may consider other investments through taxable REIT subsidiaries should suitable opportunities arise.


In addition, the Company has capitalized on its established expertise in retail real estate by establishing other ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support for those properties. The Company has also provided preferred equity capital in the past to real estate entrepreneurs and, from time to time, provides real estate capital and management services to both healthy and distressed retailers.  The Company has also made selective investments in secondary market opportunities where a security or other investment is, in management’s judgment, priced below the value of the underlying assets, however these investments are subject to volatility within the equity and debt markets.  


Operating and Investment Strategy


The Company’s vision is to be the premier owner and operator of shopping centers with its core business operations focusing on owning and operating neighborhood and community shopping centers through investments in North America.  This vision will entail a shift away from non-retail assets that the Company currently holds. These investments include non-retail preferred equity investments, marketable securities, mortgages on non-retail properties and several urban mixed-use properties.  The Company’s plan is to sell certain non-retail assets and investments.  In addition, the Company continues to be committed to broadening its institutional management business by forming joint ventures with high quality domestic and foreign institutional partners for the purpose of investing in neighborhood and community shopping centers.


The Company's investment objective is to increase cash flow, current income and, consequently, the value of its existing portfolio of properties and to seek continued growth through (i) the retail re-tenanting, renovation and expansion of its existing centers and (ii) the selective acquisition of established income-producing real estate properties and properties requiring significant re-tenanting and redevelopment, primarily in neighborhood and community shopping centers in geographic regions in which the Company presently operates.  The Company may consider investments in other real estate sectors and in geographic markets where it does not presently operate should suitable opportunities arise.


The Company's neighborhood and community shopping center properties are designed to attract local area customers and 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.


4



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, 2010, no single neighborhood and community shopping center accounted for more than 0.8% of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest, or more than 1.0% of the Company’s total shopping center GLA.  At December 31, 2010, the Company’s five largest tenants were The Home Depot, TJX Companies, Wal-Mart, Sears Holdings and Best Buy which represented approximately 3.0%, 2.8%, 2.4%, 2.3% and 1.6%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.


As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners and operators of neighborhood and community shopping centers, the Company has established close relationships with a large number of major national and regional retailers and maintains a broad network of industry contacts.  Management is associated with and/or actively participates in many shopping center and REIT industry organizations.  Notwithstanding these relationships, there are numerous regional and local commercial developers, real estate companies, financial institutions and other investors who compete with the Company for the acquisition of properties and other investment opportunities and in seeking tenants who will lease space in the Company’s properties.


Item 1A. Risk Factors


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


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


We have elected to be taxed as a REIT for federal income tax purposes under the Code.  We believe we have operated so as to qualify as a REIT under the Code and believe that our current organization and method of operation comply with the rules and regulations promulgated under the Code to enable us to continue to qualify as a REIT.  However, there can be no assurance that we have qualified or will continue to qualify as a REIT for federal income tax purposes.


Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations.  The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT.  New legislation, regulations, administrative interpretations or court decisions could significantly change the tax laws with respect to qualification as a REIT, the federal income tax consequences of such qualification or the desirability of an investment in a REIT relative to other investments.  


In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the composition of our assets and a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, such as “rents from real property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, excluding net capital gains.  Furthermore, we own a direct or indirect interest in certain subsidiary REITs which elected to be taxed as REITs for federal income tax purposes under the Code. Provided that each subsidiary REIT qualifies as a REIT, our interest in such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests. To qualify as a REIT, the subsidiary REIT must independently satisfy all of the REIT qualification requirements. The failure of a subsidiary REIT to fail to qualify as a REIT, could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT.


If we lose our REIT status, we will face serious tax consequences that will substantially reduce the funds available to pay dividends to stockholders for each of the years involved because:

·

we would not be allowed a deduction for distributions to stockholders in computing our taxable income and  would be subject to federal income tax at regular corporate rates;

·

we could be subject to the federal alternative minimum tax and possibly increased state and local taxes;

·

unless we were entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the year during which we were disqualified; and

·

we would not be required to make distributions to stockholders.


As a result of all these factors, our failure to qualify as a REIT could also impair our ability to expand our business, raise capital and could materially adversely affect the value of our securities.


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To maintain our REIT status, we may be forced to borrow funds on a short-term basis during unfavorable market conditions.


To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, excluding capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our net taxable income each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. While historically we have satisfied these distribution requirements by making cash distributions to our stockholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, its own stock. Assuming we continue to satisfy these distributions requirements with cash, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments.


Adverse global market and economic conditions may impede our ability to generate sufficient income to pay expenses and maintain our properties.  


The economic performance and value of our properties is subject to all of the risks associated with owning and operating real estate including:


·

changes in the national, regional and local economic climate;

·

local conditions, including an oversupply of, or a reduction in demand for, space in properties like those that we own;

·

the attractiveness of our properties to tenants;

·

the ability of tenants to pay rent, particularly anchor tenants with leases in multiple locations;

·

tenants who may declare bankruptcy and/or close stores;

·

competition from other available properties to attract and retain tenants;

·

changes in market rental rates;

·

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

·

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

·

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

·

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


Competition may limit our ability to purchase new properties, generate sufficient income from tenants and may decrease the occupancy and rental rates for our properties.


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


·

weakness in the national, regional and local economies;

·

the adverse financial condition of some large retailing companies;

·

ongoing consolidation in the retail sector; and

·

the excess amount of retail space in a number of markets.


In addition, numerous commercial developers and real estate companies compete with us in seeking tenants for our existing properties and properties for acquisition. New regional malls, open-air lifestyle centers, or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at or prior to renewal. Retailers at our properties may face increasing competition from other retailers, e-commerce, outlet malls, discount shopping clubs, catalog companies, direct mail, telemarketing and home shopping networks, all of which could (i) reduce rents payable to us; (ii) reduce our ability to attract and retain tenants at our properties; and (iii) lead to increased vacancy rates at our properties. We may fail to anticipate the effects on our properties of changes in consumer buying practices, particularly of sales over the Internet and the resulting retailing practices and space needs of our tenants or a general downturn in our tenants’ businesses, which may cause tenants to close stores or default in payment of rent.


6



Our performance depends on our ability to collect rent from tenants, our tenants’ financial condition and our tenants maintaining leases for our properties.


At any time, our tenants 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.


A tenant that files for bankruptcy protection may not continue to pay us rent. A bankruptcy filing by or relating to one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from the tenant or the lease guarantor, or their property, unless the bankruptcy court permits us to do so.  A tenant or lease guarantor bankruptcy could delay our efforts to collect past due balances under the relevant leases and could ultimately preclude collection of these sums. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages.  As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold, if at all.


We may be unable to sell our real estate property investments when appropriate or on 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 our 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. 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’s time to a matter not consummated. Furthermore, our acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some of which we may not be aware of at the time of the acquisition.  In addition, development of our existing properties presents similar risks.


We face competition in pursuing these acquisition or development opportunities that could increase our costs.


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


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 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 ours, take action contrary to our interests or


7



otherwise impede our objectives. These investments involve risks and uncertainties, including the risk of the co-venturer or partner failing to provide capital and fulfilling its obligations, which may result in certain liabilities to us for guarantees and other commitments, the risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements.  The co-venturer or partner also might become insolvent or bankrupt, which may result in significant losses to us.


Although our joint venture arrangements may allow us to share risks with our joint-venture partners, these arrangements may also decrease our ability to manage risk.  Joint ventures have additional risks, such as:


·

potentially inferior financial capacity, diverging business goals and strategies and our need for the venture partner’s continued cooperation;

·

our inability to take actions with respect to the joint venture activities that we believe are favorable if our joint venture partner does not agree;

·

our inability to control the legal entity that has title to the real estate associated with the joint venture;

·

our lenders may not be easily able to sell our joint venture assets and investments or view them less favorably as collateral, which could negatively affect our liquidity and capital resources;

·

our joint venture partners can take actions that we may not be able to anticipate or prevent, which could result in negative impacts on our debt and equity; and

·

our joint venture partners’ business decisions or other actions or omissions may result in harm to our reputation or adversely affect the value of our investments.


Our joint venture and preferred equity investments generally own real estate properties for which the economic performance and value is subject to all the risks associated with owning and operating real estate as described above.


We intend to sell many of our non-retail assets over the next several years and may not be able to recover our investments, which may result in significant losses to us.  


No assurance can be given that we will be able to recover the current carrying amount of all of our non-retail properties and investments and those of our unconsolidated joint ventures in the future. Our failure to do so would require us to recognize impairment charges for the period in which we reached that conclusion, which could materially and adversely affect us.  


We have significant international operations, which may be affected by economic, political and other risks associated with international operations, and this could adversely affect our business.  


The risks we face in international business operations include, but are not limited to:


·

currency risks, including currency fluctuations;

·

unexpected changes in legislative and regulatory requirements;

·

potential adverse tax burdens;

·

burdens of complying with different accounting and permitting standards, labor laws and a wide variety of foreign laws;

·

obstacles to the repatriation of earnings and cash;

·

regional, national and local political uncertainty;

·

economic slowdown and/or downturn in foreign markets;

·

difficulties in staffing and managing international operations;

·

difficulty in administering and enforcing corporate policies, which may be different than the normal business practices of local cultures; and

·

reduced protection for intellectual property in some countries.


Each of these risks might impact our cash flow or impair our ability to borrow funds, which ultimately could adversely affect our business, financial condition, operating results and cash flows.


In order to fully develop our international operations, we must overcome cultural and language barriers and assimilate different business practices. In addition, we are required to create compensation programs, employment policies and other administrative programs that comply with laws of multiple countries. We also must communicate and monitor standards and directives in our international locations. Our failure to successfully manage our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with standards and procedures. Since a meaningful portion of our revenues are generated internationally, we must devote substantial resources to managing our international operations.


Our future success will be influenced by our ability to anticipate and effectively manage these and other risks associated with our international operations. Any of these factors could, however, materially adversely affect our international operations and, consequently, our financial condition, results of operations and cash flows.


8




We can predict neither the impact of laws and regulations affecting our international operations nor the potential that we may face regulatory sanctions.


Our international operations are subject to a variety of U.S. and foreign laws and regulations, including the U.S. Foreign Corrupt Practices Act, or FCPA. We cannot assure you that we will continue to be found to be operating in compliance with, or be able to detect violations of, any such laws or regulations. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject, the manner in which existing laws might be administered or interpreted, or the potential that we may face regulatory sanctions.


We cannot assure you that our employees will adhere to our Code of Business Ethics or any other of our policies, applicable anti-corruption laws, including the FCPA, or other legal requirements. Failure to comply with these requirements may subject us to legal, regulatory or other sanctions, which could adversely affect our financial condition, results of operations and cash flows.


We may be unable to obtain financing through the debt and equities market, which would have a material adverse effect on our growth strategy, our results of operations and our financial condition.  


We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on 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.


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.


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.


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.


9



We may in the future choose to pay dividends in our own stock.


We may distribute taxable dividends that are partially payable in cash and partially payable in our stock. Under IRS guidance, up to 90% of any such taxable dividend with respect to calendar years 2008 through 2011, and in some cases declared as late as December 31, 2012, could be payable in our stock if certain conditions are met. Although we reserve the right to utilize this procedure in the future, we currently do not intend to do so. In the event that we pay a portion of a dividend in shares of our common stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our accumulated earnings and profits for United States federal income tax purposes. As a result, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders might have to pay the tax using cash from other sources. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividend, including all or a portion of such dividend that is payable in stock.  In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on dividends, such sales would put downward pressure on the market price of our common stock.


We may change the dividend policy for our common stock in the future.


The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, operating cash flows, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness including preferred stock, the annual distribution requirements under the REIT provisions of the Code, state law and such other factors as our Board of Directors deems relevant. Any change in our dividend policy could have a material adverse effect on the market price of our common stock.


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


Our investments in marketable securities are subject to specific risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer, which may result in significant losses to us.  Marketable securities are generally unsecured and may also be subordinated to other obligations of the issuer. As a result, investments in marketable securities are subject to risks of:


·

limited liquidity in the secondary trading market;

·

substantial market price volatility resulting from changes in prevailing interest rates;

·

subordination to the prior claims of banks and other senior lenders to the issuer;

·

the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations; and

·

the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn.


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


In the event of a default by a borrower, it may be necessary for us to foreclose our mortgage or engage in costly negotiations.  Delays in liquidating defaulted mortgage loans and repossessing and selling the underlying properties could reduce our investment returns.  Furthermore, in the event of default, the actual value of the property securing the mortgage may decrease. A decline in real estate values will adversely affect the value of our loans and the value of the mortgages securing our loans.


Our mortgage receivables may be or become subordinated to mechanics' or materialmen's liens or property tax liens. In these instances we may need to protect a particular investment by making payments to maintain the current status of a prior lien or discharge it entirely.  In these cases, the total amount we recover may be less than our total investment, resulting in a loss. In the event of a major loan default or several loan defaults resulting in losses, our investments in mortgage receivables would be materially and adversely affected.


We may be subject to liability under environmental laws, ordinances and regulations.


Under various federal, state, and local laws, ordinances and regulations, we may be considered an owner or operator of real property and may be responsible for paying for the disposal or treatment of hazardous or toxic substances released on or in our property, as well as certain other potential costs 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.


10



Item 1B. Unresolved Staff Comments

None


Item 2.  Properties


Real Estate Portfolio. As of December 31, 2010, the Company had interests in 951 shopping center properties (the “Combined Shopping Center Portfolio“) aggregating 138.0 million square feet of gross leasable area (“GLA”) and 906 other property interests, primarily through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling approximately 34.4 million square feet of GLA, for a grand total of 1,857 properties aggregating 172.4 million square feet of GLA, located in 44 states, Puerto Rico, Canada, Mexico and South America.  The Company’s portfolio includes noncontrolling interests.  Neighborhood and community shopping centers comprise the primary focus of the Company's current portfolio.  As of December 31, 2010, the Company’s Combined Shopping Center Portfolio was approximately 93.0% leased.


The Company's neighborhood and community shopping center properties, which are generally owned and operated through subsidiaries or joint ventures, had an average size of approximately 137,000 square feet as of December 31, 2010.  The Company generally retains its shopping centers for long-term investment and consequently pursues a program of regular physical maintenance together with major renovations and refurbishing to preserve and increase the value of its properties. This includes renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting.  During 2010, the Company capitalized approximately $14.4 million in connection with these property improvements and expensed to operations approximately $25.3 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, Wal-Mart, Sears Holdings, Kohl’s, Costco, Best Buy and Royal Ahold.


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 20.2% 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, 2010.  Additionally, a majority of the Company’s leases have provisions requiring 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, 2010.  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, 2010, the Company’s consolidated portfolio, comprised of 59.7 million square feet of GLA, was 91.9% leased. For the period January 1, 2010 to December 31, 2010, the Company increased the average base rent per leased square foot in its U.S. consolidated portfolio of neighborhood and community shopping centers from $11.13 to $11.20, an increase of $0.07.  This increase primarily consists of (i) a $0.07 increase relating to acquisitions, as well as development properties placed into service, (ii) a $0.01 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio, partially offset by (iii) a $0.01 decrease relating to dispositions or the transfer of properties to various joint venture entities. For the period January 1, 2010 to December 31, 2010, the Company increased the average base rent per leased square foot in its Mexican consolidated portfolio of neighborhood and community shopping centers from $11.69 to $12.03, an increase of $0.34 primarily due to an increase in new leases signed net of leases vacated and rent step-ups within the portfolio.


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.


Ground-Leased Properties.  The Company has interests in 48 consolidated shopping center properties and interests in 21 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.


11




More specific information with respect to each of the Company's property interests is set forth in Exhibit 99.1, which is incorporated herein by reference.


Item 3.  Legal Proceedings


The Company is not presently involved in any litigation nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries that, in management's opinion, would result in any material adverse effect on the Company's ownership, management or operation of its properties taken as a whole, or which is not covered by the Company's liability insurance.


Item 4.  (Removed and Reserved)



12



PART II


Item 5.  Market for the Registrant's Common Equity, Related Stockholder 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, 2010.  The Company’s common stock  was sold for cash at the following offering price per share:


Offering Date

 

Offering Price

September 2008

$

37.10

April 2009

$

7.10

December 2009

$

12.50


The table below sets forth, for the quarterly periods indicated, the high and low sales prices per share reported on the NYSE Composite Tape and declared dividends per share for the Company’s common stock.  The Company’s common stock is traded on the NYSE under the trading symbol "KIM".


 

Stock Price

 

Period

High

Low

Dividends

2009:

 

 

 

First Quarter

$20.90

$ 6.33

$0.44

Second Quarter

$12.98

$ 7.03

$0.06

Third Quarter

$15.87

$ 8.16

$0.06

Fourth Quarter

$14.22

$11.54

$0.16 (a)

 

 

 

 

2010:

 

 

 

First Quarter

$16.44

$ 12.40

$0.16

Second Quarter

$16.72

$ 13.03

$0.16

Third Quarter

$17.05

$ 12.51

$0.16

Fourth Quarter

$18.41

$15.61

$0.18 (b)


(a) Paid on January 15, 2010, to stockholders of record on January 4, 2010.

(b) Paid on January 18, 2011, to stockholders of record on January 3, 2011.


Holders  The number of holders of record of the Company's common stock, par value $0.01 per share, was 3,150 as of January 31, 2011.


Dividends  Since the IPO, the Company has paid regular quarterly cash dividends to its stockholders. While the Company intends to continue paying regular quarterly cash dividends, future dividend declarations will be paid at the discretion of the Board of Directors and will depend on the actual cash flows of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor sources of capital and evaluate the impact of the economy on operating fundamentals.  The Company is required by the Code to distribute at least 90% of its REIT taxable income. The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from rental properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to the Company, the ability to refinance near-term debt maturities and any unanticipated capital expenditures.


The Company has determined that the $0.64 dividend per common share paid during 2010 represented 70% ordinary income and a 30% return of capital to its stockholders.  The $1.00 dividend per common share paid during 2009 represented 72% ordinary income and a 28% return of capital to its stockholders.


In addition to its common stock offerings, the Company has capitalized the growth in its business through the issuance of unsecured fixed and floating-rate medium-term notes, underwritten bonds, mortgage debt and construction loans, convertible preferred stock and perpetual preferred stock.  Borrowings under the Company's revolving credit 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 13, 14, 15 and 19 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.


13



The Company does not believe that the preferential rights available to the holders of its Class F Preferred Stock, Class G Preferred Stock and Class H 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, 2010, 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, 2010, 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.

 [image001.jpg]


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.



14




 

 

Year ended December 31,   (2)

 

 

2010

 

2009

 

2008

 

2007

 

2006

 

 

(in thousands, except per share information)

Operating Data:

 

 

 

 

 

 

 

 

 

 

Revenues from rental property (1)

$

849,549 

$

773,423 

$

751,196

$

667,996 

$

574,701 

Interest expense (3)

$

226,388 

$

208,018 

$

212,198

$

212,436 

$

169,189 

Early extinguishment of debt charges

$

10,811 

$

$

-

$

-

$

-

Depreciation and amortization (3)

$

238,474 

$

226,608 

$

204,809

$

188,861 

$

139,708 

Gain on sale of development properties

$

2,130 

$

5,751 

$

36,565

$

40,099 

$

37,276 

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

$

2,377 

$

3,867 

$

1,782

$

2,708 

$

2,460 

Benefit for income taxes (4)

$

$

 30,144

$

11,645

$

20,242 

$

Provision for income taxes (5)

$

3,415 

$

$

$

$

17,441 

Impairment charges (6)

$

33,910 

$

161,787 

$

147,529

$

13,796 

$

Income from continuing operations (7)

$

130,418

$

4,633 

$

225,048

$

350,924

$

365,533 

Income/(loss) per common share, from continuing operations:

 

 

 

 

 

 

 

 

 

 

Basic

$

0.19

$

(0.12) 

$

0.69

$

1.31 

$

1.48 

Diluted

$

0.19

$

(0.12) 

$

0.69

$

1.29 

$

1.45 

Weighted average number of shares of common stock:

 

 

 

 

 

 

 

 

 

 

Basic

 

405,827 

 

350,077 

 

257,811

 

252,129 

 

239,552 

Diluted

 

406,201 

 

350,077 

 

258,843

 

257,058 

 

244,615 

Cash dividends declared per common share

$

0.66 

$

0.72 

$

1.68

$

1.52 

$

1.38 


 

 

December 31,

 

 

2010

 

2009

 

2008

 

2007

 

2006

 

 

(in thousands)

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

Real estate, before accumulated depreciation

$

8,592,760 

$

8,882,341 

$

7,818,916

$

7,325,035 

$

6,001,319 

Total assets

$

9,833,075 

$

10,183,079

$

9,397,147

$

9,097,816 

$

7,869,280 

Total debt

$

4,058,987 

$

4,434,383 

$

4,556,646

$

4,216,415 

$

3,587,243 

Total stockholders' equity

$

4,935,842 

$

4,852,973 

$

3,983,698

$

3,894,225 

$

3,366,826 

 

 

 

 

 

 

 

 

 

 

 

Cash flow provided by operations

$

479,935  

$

403,582 

$

567,599

$

665,989 

$

455,569 

Cash flow provided by (used for) investing activities

$

37,904  

$

(343,236)

$

(781,350)

$

(1,507,611)

$

(246,221)

Cash flow (used for) provided by financing activities

$

(514,743)

$

(74,465) 

$

262,429

$

584,056 

$

59,444 


(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, 2010, 2009, 2008, 2007 and 2006 and properties classified as held for sale as of December 31, 2010, which are reflected in discontinued operations in the Consolidated Statements of Operations.

(3)   Does not include amounts reflected in discontinued operations.

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

(5)   Does not include amounts reflected in discontinued operations.  Amounts include income taxes related to gain on transfer/sale of operating properties.

(6)   Amounts exclude noncontrolling interests and amounts reflected in discontinued operations.

(7)   Amounts include gain on transfer/sale of operating properties, net of tax and net income attributable to noncontrolling interests.


15



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 Operations 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, 2010, the Company had interests in 951 shopping center properties (the “Combined Shopping Center Portfolio”) aggregating 138.0 million square feet of gross leasable area (“GLA”) and 906 other property interests, primarily through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling approximately 34.4 million square feet of GLA, for a grand total of 1,857 properties aggregating 172.4 million square feet of GLA, located in 44 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.


The Company’s vision is to be the premier owner and operator of shopping centers with its core business operations focusing on owning and operating neighborhood and community shopping centers through investments in North America.  This vision will entail a shift away from non-retail assets that the Company currently holds. These investments include non-retail preferred equity investments, marketable securities, mortgages on non-retail properties and several urban mixed-use properties.  The Company’s plan is to sell its non-retail assets and investments, realizing that the sale of these assets will be over a period of time given the current market conditions. If the Company accepts sales prices for these non-retail assets which are less than their net carrying values, the Company would be required to take impairment charges.  In order to execute the Company’s vision, the Company’s strategy is to continue to strengthen its balance sheet by pursuing deleveraging efforts, providing it the necessary flexibility to invest opportunistically and selectively, primarily focusing on neighborhood and community shopping centers.  In addition, the Company continues to be committed to broadening its institutional management business by forming joint ventures with high quality domestic and foreign institutional partners for the purpose of investing in neighborhood and community shopping centers.


The following highlights the Company’s significant transactions, events and results that occurred during the year ended December 31, 2010:


Portfolio Information:


·

Occupancy rose from 92.6% at December 31, 2009 to 93.0 % at December 31, 2010 in the Combined Shopping Center Portfolio.

·

Occupancy year over year remained at 92.4% for the U.S. shopping center combined.

·

Executed 2,703 leases, renewals and options totaling over 8.2 million square feet in the Combined Shopping Center Portfolio.


Acquisition Activity:


·

Acquired 10 shopping center properties, an additional joint venture interest and two land parcels comprising an aggregate 1.7 million square feet of GLA, for an aggregate purchase price of approximately $251.3 million including the assumption of approximately $138.8 million of non-recourse mortgage debt encumbering seven of the properties.

·

Established four new unconsolidated joint ventures that acquired approximately $1.0 billion in assets.


Disposition Activity:


·

During 2010, the Company monetized non-retail assets of approximately $130.0 million and reduced its non-retail book values by approximately $80.0 million.

·

Included in the monetization above are the disposition of (i) three properties, in separate transactions, for an aggregate sales price of approximately $23.8 million and (ii) five properties from a consolidated joint venture in which the Company had a preferred equity investment for a sales price of approximately $40.8 million.  These transactions resulted in an aggregate profit participation of approximately $20.8 million, before income tax of approximately $1.0 million and noncontrolling interest of approximately $4.9 million.

·

Also included in the monetization above is the Company’s receipt of approximately $34.7 million in distributions from the Albertson’s joint venture, in which the Company recognized approximately $21.2 million of equity in income primarily from the joint ventures’ sale of 23 properties.



16




·

Additionally, during 2010, the Company disposed of, in separate transactions, nine land parcels for an aggregate sales price of approximately $25.6 million which resulted in an aggregate gain of approximately $3.4  million.

·

Additionally, during 2010, the Company (i) sold seven operating properties, which were previously consolidated, to two new joint ventures in which the Company holds noncontrolling equity interests for an aggregate sales price of approximately $438.1 million including the assignment of $159.9 million of non-recourse mortgage debt encumbering three of the properties and (ii) disposed of, in separate transactions, seven operating properties for an aggregate sales price of approximately $100.5 million including the assignment of $81.0 million of non-recourse mortgage debt encumbering one of the properties.  These transactions resulted in aggregate gains of approximately $4.4 million and aggregate losses/impairments of approximately $5.0 million.


Capital Activity (for additional details see Liquidity and Capital Resources below):


·

Issued $150 million in Canadian denominated eight-year unsecured notes priced at 5.99%.

·

Repaid the remaining $287.5 million guaranteed credit facility related to a joint venture in which the Company has a 15% noncontrolling ownership interest.

·

Issued $175 million of 6.90% cumulative redeemable preferred stock.

·

Issued a $300 million seven and a half year unsecured bond priced at 4.3%.

·

Total year over year reduction in debt of approximately $375.4 million.


Impairments:


·

The U.S. economic and market conditions stabilized during 2010 and capitalization rates, discount rates and vacancies had improved; however, overall declines in market conditions continued to have a negative effect on certain transactional activity as it related to select real estate assets and certain marketable securities.  As such, the Company recognized impairment charges of approximately $39.1 million (including approximately $5.2 million which is classified within discontinued operations), before income taxes and noncontrolling interests, relating to adjustments to property carrying values, investments in other real estate joint ventures, investments in real estate joint ventures, real estate under development and marketable securities and other investments.  Potential future adverse market and economic conditions could cause the Company to recognize additional impairments in the future (see Note 2 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).

·

In addition to the impairment charges above, various unconsolidated joint ventures in which the Company holds noncontrolling interests recognized impairment charges relating to certain properties during 2010.  The Company’s share of these charges was approximately $28.3 million, before an income tax benefit of approximately $3.2 million.  These impairment charges are included in Equity in income of joint ventures, net in the Company’s Consolidated Statements of Operations (see Notes 2 and 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).


Critical Accounting Policies


The Consolidated Financial Statements of the Company include the accounts of the Company, its wholly-owned subsidiaries and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).  The Company applies these provisions to each of its joint venture investments to determine whether the cost, equity or consolidation method of accounting is appropriate.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and related notes.  In preparing these financial statements, management has made its best estimates and assumptions that affect the reported amounts of assets and liabilities.  These estimates are based on, but not limited to, historical results, industry standards and current economic conditions, giving due consideration to materiality. The most significant assumptions and estimates relate to revenue recognition and the recoverability of trade accounts receivable, depreciable lives, valuation of real estate and intangible assets and liabilities, valuation of joint venture investments, marketable securities and other investments, realizability of deferred tax assets and uncertain tax positions.  Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could materially differ from these estimates.


The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties, investments in joint ventures, marketable securities and other investments.  The Company’s reported net earnings is directly affected by management’s estimate of impairments and/or valuation allowances.


17



Revenue Recognition and Accounts Receivable


Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases.  Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee.  These percentage rents are recorded once the required sales level is achieved.  Operating expense reimbursements are recognized as earned.  Rental income may also include payments received in connection with lease termination agreements.  In addition, leases typically provide for reimbursement to the Company of common area maintenance, real estate taxes and other operating expenses.  


The Company makes estimates of the uncollectability of its accounts receivable related to base rents, straight-line rent, expense reimbursements and other revenues.  The Company analyzes accounts receivable and historical bad debt levels, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.  In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.  The Company’s reported net earnings 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 real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the estimated fair value to the applicable assets and liabilities. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  If, up to one year from the acquisition date, information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis.  The Company expenses transaction costs associated with business combinations in the period incurred.  

 

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


Buildings and building improvements

 

15 to 50 years

Fixtures, leasehold and tenant improvements

 

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 earnings.


Real estate under development on the Company’s Consolidated Balance Sheets represents ground-up development of neighborhood and community shopping center projects which may be subsequently sold upon completion or 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 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.  A gain on the sale of these assets is generally recognized using the full accrual method in accordance with the provisions of the FASB’s real estate sales guidance provided that various criteria relating to terms of the sale and subsequent involvement by the Company with the property are met.


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.


18



When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates the sales price of such asset net of selling costs.  If, in management’s opinion, the net sales price of the asset is less than the net book value of such asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.


Investments in Unconsolidated Joint Ventures


The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Company exercises significant influence, but does not control, these entities.  These investments are recorded initially at cost and are subsequently adjusted for cash contributions and distributions.  Earnings for each investment are recognized in accordance with each respective investment agreement and, where applicable, are based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.


The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other joint venture partners in neighborhood and community shopping center properties, consistent with its core business.  These joint ventures typically obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to losses to the amount of its equity investment, and, due to the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk.  The Company’s exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments.  The Company, on a limited selective basis, obtained unsecured financing for certain joint ventures.  These unsecured financings are guaranteed by the Company with guarantees from the joint venture partners for their proportionate amounts of any guaranty payment the Company is obligated to make.  


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


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


Marketable Securities


The Company classifies its existing marketable equity securities as available-for-sale in accordance with the FASB’s Investments-Debt and Equity Securities guidance.  These securities are carried at fair market value with unrealized gains and losses reported in stockholders’ equity as a component of Accumulated other comprehensive income (“OCI”).  Gains or losses on securities sold are based on the specific identification method.  


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 any amortization of premiums and accretion of discounts to maturity.  Debt securities which contain conversion features are generally classified as available-for-sale.  These securities are carried at fair market value with unrealized gains and losses reported in stockholders’ equity as a component of OCI.


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.  


Realizability of Deferred Tax Assets and Uncertain Tax Positions


The Company is subject to federal, state and local income taxes on the income from its activities relating to its TRS activities and subject to local taxes on certain non-U.S. investments. The Company accounts for income taxes using the asset and liability method, which requires that deferred tax assets and liabilities be recognized based on future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted.


19



A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized.  The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.


The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed.  Information about an enterprise's current financial position and its results of operations for the current and preceding years is supplemented by all currently available information about future years.  


Future realization of the tax benefit of an existing deductible temporary difference or carryforward ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward period available under the tax law.


The Company must use judgment in considering the relative impact of negative and positive evidence.  The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified. The more negative evidence that exists (a) the more positive evidence is necessary and (b) the more difficult it is to support a conclusion that a valuation allowance is not needed for some portion or all of the deferred tax asset.


The Company believes, when evaluating deferred tax assets within its taxable REIT subsidiaries, special consideration should be given to the unique relationship between the Company as a REIT and its taxable REIT subsidiaries.  This relationship exists primarily to protect the REIT’s qualification under the Code by permitting, within certain limits, the REIT to engage in certain business activities in which the REIT cannot directly participate.  As such, the REIT controls which and when investments are held in, or distributed or sold from, its taxable REIT subsidiaries.  This relationship distinguishes a REIT and taxable REIT subsidiary from an enterprise that operates as a single, consolidated corporate taxpayer.  


The Company primarily utilizes a twenty year projection of pre-tax book income and taxable income as positive evidence to overcome its significant negative evidence of a three-year cumulative pretax book loss. Although items of income and expense utilized in the projection are objectively verifiable there is also significant judgment used in determining the duration and timing of events that would impact the projection. Based upon the Company’s analysis of negative and positive evidence the Company will make a determination of the need for a valuation allowance against its deferred tax assets.  If future income projections do not occur as forecasted, the Company will reevaluate the need for a valuation allowance.  In addition, the Company can employ additional strategies to realize its deferred tax assets including transferring a greater  portion of its property management business to the TRS, sale of certain built-in gain assets, and further reducing intercompany debt (see Note 24 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).


The Company recognizes and measure benefits for uncertain tax positions which requires significant judgment from management.  Although the Company believes it has adequately reserved for any uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different.  The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate.  Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in the Company’s income tax expense in the period in which a change is made, which could have a material impact on operating results (see Note 24 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).


Results of Operations


Comparison 2010 to 2009


 

 

2010

 

2009

 

Increase

 

% change

 

 

(all amounts in millions)

 

 

 

 

 

 

 

Revenues from rental property (1)

$

849.5

$

773.4

$

76.1

 

9.8%

Rental property expenses: (2)

 

 

 

 

 

 

 

 

Rent

$

14.1

$

13.9

$

0.2

 

1.4%

Real estate taxes

 

116.3

 

110.4

 

5.9

 

5.3%

Operating and maintenance

 

122.6

 

108.5

 

14.1

 

13.0%

 

$

253.0

$

232.8

$

20.2

 

8.7%

Depreciation and amortization (3)

$

238.5

$

226.6

$

11.9

 

5.3%


(1)

Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during 2010 and 2009, providing incremental revenues for the year ended December 31, 2010 of $70.6 million, as compared to the corresponding period in 2009 and (ii) the completion of certain development and redevelopment projects, tenant buyouts and overall growth in the current portfolio, providing incremental revenues of approximately $9.5 million, for the year ended December 31, 2010, as compared to the corresponding period in 2009, which was partially offset by (iii) a decrease in revenues of approximately $4.0 million for the year ended December 31, 2010, as compared to the corresponding period in 2009, primarily resulting from the sale of certain properties during 2010 and 2009.


20



(2)

Rental property expenses increased primarily due to (i) operating property acquisitions during 2010 and 2009, (ii) the placement of certain development properties into service, which resulted in lower capitalization of carry costs, partially offset by operating property dispositions during 2010 and 2009.


(3)

Depreciation and amortization increased primarily due to (i) operating property acquisitions during 2010 and 2009, (ii) the placement of certain development properties into service and (iii) tenant vacates, partially offset by certain operating property dispositions during 2010 and 2009.


Mortgage and other financing income decreased $5.6 million to $9.4 million for the year ended December 31, 2010, as compared to $15.0 million for the corresponding period in 2009. This decrease is primarily due to a decrease in interest income as a result of pay-downs and dispositions of mortgage receivables during 2010 and 2009.


Management and other fee income decreased approximately $2.5 million to $39.9 million for the year ended December 31, 2010, as compared to $42.4 million for the corresponding period in 2009. This decrease is primarily due to a decrease in property management fees of approximately $2.6 million from PL Retail, due to the Company’s acquisition of the remaining 85% ownership interest resulting in the Company’s consolidation of PL Retail in 2009, partially offset by an increase in other transaction related fees of approximately $0.1 million recognized during 2010.   


Interest, dividends and other investment income decreased approximately $11.8 million to $21.3 million for the year ended December 31, 2010, as compared to $33.1 million for the corresponding period in 2009. This decrease is primarily due to (i) a decrease in realized gains of approximately $5.2 million during 2010 resulting from the sale of certain marketable securities during the corresponding period in 2009 as compared to 2010, (ii) a reduction in interest income of approximately $3.8 million due to repayments of notes in 2010 and 2009 and (iii) a decrease in interest and dividend income of approximately $1.9 million during 2010, as compared to the corresponding period in 2009, primarily resulting from the sale of investments in marketable securities during 2010 and 2009.   


Other (expense)/income, net changed approximately $9.9 million to an expense of approximately $4.3 million for the year ended December 31, 2010, as compared to income of approximately $5.6 million for the corresponding period in 2009. This change is primarily due to (i) a decrease in the fair value of an embedded derivative instrument of approximately $2.0 million relating to the convertible option of the Company’s investment in Valad notes, (ii) decreased gains from land sales of approximately $3.5 million, (iii) an increase in a legal settlement accrual of approximately $2.0 million relating to a previously sold ground-up development project and (iv) an increase in acquisition related costs of approximately $0.5 million.


Interest expense increased approximately $18.4 million to $226.4 million for the year ended December 31, 2010, as compared to $208.0 million for the corresponding period in 2009.  This increase is due to higher average outstanding levels of debt during the year ended December 31, 2010, as compared to 2009.


During the year ended December 31, 2010, the Company incurred early extinguishment of debt charges aggregating approximately $10.8 million in connection with the optional make-whole provisions of notes that were repaid prior to maturity and prepayment penalties on five mortgages that the Company paid prior to their maturity.


Income from other real estate investments increased approximately $7.1 million to $43.3 million for the year ended December 31, 2010, as compared to $36.2 million for the corresponding period in 2009.  This increase is primarily due to an increase in profit participation earned from capital transactions within the Company’s Preferred Equity Program during 2010 as compared to the corresponding period in 2009.


During 2010, the Company disposed of a land parcel for a sales price of approximately $0.9 million resulting in a gain of approximately $0.4 million.  Additionally, the Company recognized approximately $1.7 million in income on previously sold development properties during the year ended December 31, 2010.  


During 2009, the Company sold, in separate transactions, five out-parcels, four land parcels and three ground leases for aggregate proceeds of approximately $19.4 million.  These transactions resulted in gains on sale of development properties of approximately $5.8 million, before income taxes of $2.3 million.


During 2010, the Company recognized impairment charges of approximately $29.3 million (not including approximately $5.2 million which is included in discontinued operations), before income taxes and noncontrolling interest, relating to adjustments to property carrying values, real estate under development, investments in other real estate investments and other investments.  The Company’s estimated fair values relating to these impairment assessments were based upon estimated sales prices and discounted cash flow models that included all estimated cash inflows and outflows over a specified holding period.  These cash flows are comprised of unobservable inputs which include contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models were based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective properties.  Based on these inputs, the Company determined that its valuation in these investments was classified within Level 3 of the FASB fair value hierarchy. 


21



Additionally, during 2010, the Company recorded impairment charges of approximately $4.6 million due to the decline in value of certain marketable securities that were deemed to be other-than-temporary.


During 2009, the Company recognized impairment charges of approximately $131.7 million (not including approximately $13.3 million of which is included in discontinued operations), before income taxes and noncontrolling interest, relating to adjustments to property carrying values, investments in real estate joint ventures, real estate under development and other real estate investments.  The Company’s estimated fair values relating to these impairment assessments were based upon discounted cash flow models that included all estimated cash inflows and outflows over a specified holding period and where applicable, any estimated debt premiums. These cash flows are comprised of unobservable inputs which include contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models were based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective properties.  Based on these inputs the Company determined that its valuation in these investments was classified within Level 3 of the fair value hierarchy. 


Additionally, during 2009, the Company recorded impairment charges of approximately $30.1 million due to the decline in value of certain marketable equity securities and other investments that were deemed to be other-than-temporary.


(Provision)/benefit for income taxes changed by approximately $33.6 million to a provision of approximately $3.4 million for the year ended December 31, 2010, as compared to a benefit of approximately $30.1 million for the corresponding period in 2009. This change is primarily due to (i) a decrease in income tax benefit of approximately $22.7 million related to impairments taken during the year ended December 31, 2010 as compared to the corresponding period in 2009, (ii) an increase in foreign taxes of approximately $6.8 million primarily resulting from an overall increase in income from foreign investments and (iii) an increase in the tax provision expense of approximately $6.8 million relating to an increase in equity income recognized in connection with the Albertson’s investment during the year ended December 31, 2010, as compared to the corresponding period in 2009, partially offset by (iv) a decrease in the income tax provision expense of approximately $1.4 million in connection with gains on sale of development properties during 2010, as compared to 2009.  


Equity in income of real estate joint ventures, net increased approximately $49.4 million to $55.7 million for the year ended December 31, 2010, as compared to $6.3 million for the corresponding period in 2009. This increase is primarily the result of a (i) the recognition of approximately $21.2 million of equity in income from the Albertson’s joint venture during 2010, as compared to $3.0 million of equity in income recognized during 2009, primarily resulting from the sale of properties in the joint venture, (ii) an increase in equity in income of approximately $5.9 million from the Company’s joint venture investments in Canada primarily resulting from the amendment and restructuring of two retail property preferred equity investments into two pari passu joint venture investments during 2010, (iii) the recognition of approximately $8.0 million in income resulting from cash distributions received in excess of the Company’s carrying value of its investment in an unconsolidated limited liability partnership for the year ended December 31, 2010 and (iv) decrease in impairment charges of approximately $15.0 million resulting from fewer impairment charges recognized against certain joint venture properties during 2010, as compared to the corresponding period in 2009.


During 2010, the Company (i) sold seven operating properties, which were previously consolidated, to two new joint ventures in which the Company holds noncontrolling equity interests for an aggregate sales price of approximately $438.1 million including the assignment of $159.9 million of non-recourse mortgage debt encumbering three of the properties and (ii) disposed of, in separate transactions, seven operating properties for an aggregate sales price of approximately $100.5 million including the assignment of $81.0 million of non-recourse mortgage debt encumbering one of the properties.  These transactions resulted in aggregate gains of approximately $4.4 million and aggregate losses/impairments of approximately $5.0 million.


Additionally, during 2010, the Company disposed of (i) three properties, in separate transactions, for an aggregate sales price of approximately $23.8 million and (ii) five properties from a consolidated joint venture in which the Company had a preferred equity investment for a sales price of approximately $40.8 million.  These transactions resulted in an aggregate profit participation of approximately $20.8 million, before income tax of approximately $1.0 million and noncontrolling interest of approximately $4.9 million.  This profit participation has been recorded as Income from other real estate investments and is reflected in Income from discontinued operating properties, net of tax in the Company’s Consolidated Statements of Operations.


During 2009, the Company disposed of, in separate transactions, portions of six operating properties and one land parcel for an aggregate sales price of approximately $28.9 million.  These transactions resulted in the Company’s recognition of an aggregate net gain of approximately $4.1 million, net of income tax of $0.2 million.


Net income attributable to the Company for 2010 was $142.9 million.  Net loss attributable to the Company for 2009 was $3.9 million.  On a diluted per share basis, net income attributable to the Company was $0.22 for 2010, as compared to net loss of $0.15 for 2009.  These changes are primarily attributable to (i) a decrease in impairment charges of approximately $112.1 million, net of income taxes and noncontrolling interests, (ii) an overall net increase in Equity in income of joint ventures primarily due to a decrease in impairment charges of approximately $15.0 million during 2010, as compared to 2009 and  an increase in equity in income from the


22



Albertson’s joint venture, (iii) an increase in Income from other real estate investments primarily due to an increase of approximately $7.2 million from the Company’s Preferred Equity program, (iv) additional incremental earnings due to the acquisitions of operating properties during 2010 and 2009, partially offset by (v) the recognition of approximately $10.8 million in early extinguishment of debt charges.


Comparison 2009 to 2008


 

 

2009

 

2008

 

Increase

 

% change

 

 

(all amounts in millions)

 

 

 

 

 

 

 

 

 

 

 

Revenues from rental property (1)

$

773.4

$

 751.2

$

22.2

 

 3.0%

Rental property expenses: (2)

 

 

 

 

 

 

 

 

Rent

$

13.9

$

13.1

$

0.8

 

6.1%

Real estate taxes

 

110.4

 

96.9

 

13.5

 

13.9%

Operating and maintenance

 

108.5

 

103.8

 

4.7

 

4.5%

 

$

232.8

$

213.8

$

19.0

 

8.9%

Depreciation and amortization (3)

$

226.6

$

204.8

$

21.8

 

10.6%


(1)

Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during 2009 and 2008, providing incremental revenues for the year ended December 31, 2009 of $29.3 million, as compared to the corresponding period in 2008 and (ii) the completion of certain development and redevelopment projects and tenant buyouts providing incremental revenues of approximately $7.4 million, for the year ended December 31, 2009, as compared to the corresponding period in 2008, which was partially offset by (iii) a decrease in revenues of approximately $14.5 million for the year ended December 31, 2009, as compared to the corresponding period in 2008, primarily resulting from the sale of certain properties during 2009 and 2008, and (iv) an overall occupancy decrease in the consolidated shopping center portfolio from 93.1% at December 31, 2008 to 92.2% at December 31, 2009.


(2)

Rental property expenses increased primarily due to (i) operating property acquisitions during 2009 and 2008, (ii) the placement of certain development properties into service, which resulted in lower capitalization of carry costs, and (iii) an increase in snow removal costs during 2009 as compared to 2008, partially offset by (iv) a decrease in insurance costs during 2009 as compared to 2008 and (v) operating property dispositions during 2009 and 2008.


(3)

Depreciation and amortization increased primarily due to (i) operating property acquisitions during 2008 and 2009, (ii) the placement of certain development properties into service and (iii) tenant vacates, partially offset by operating property dispositions during 2009 and 2008.


Mortgage and other financing income decreased $3.3 million to $15.0 million for the year ended December 31, 2009, as compared to $18.3 million for the corresponding period in 2008. This decrease is primarily due to a decrease in interest income during 2009 resulting from the repayment of certain mortgage receivables during 2009 and 2008.


Management and other fee income decreased approximately $5.1 million to $42.5 million for the year ended December 31, 2009, as compared to $47.6 million for the corresponding period in 2008. This decrease is primarily due to a decrease in property management fees of approximately $5.8 million for 2009, due to lower revenues attributable to lower occupancy and the sale of certain properties during 2009 and 2008, partially offset by an increase in other transaction related fees of approximately $0.6 million recognized during 2009.    


General and administrative expenses decreased approximately $6.9 million to $108.0 million for the year ended December 31, 2009, as compared to $114.9 million for the corresponding period in 2008. This decrease is primarily due to a reduction in force during 2009 as a result of implementing the Company’s core business strategy of focusing on owning and operating shopping centers and a shift away from certain non-retail assets along with a lack of transactional activity.


Interest, dividends and other investment income decreased approximately $23.0 million to $33.1 million for the year ended December 31, 2009, as compared to $56.1 million for the corresponding period in 2008. This decrease is primarily due to (i) a decrease in realized gains of approximately $8.2 million during 2009 resulting from the sale of certain marketable securities during the corresponding period in 2008 as compared to 2009, and (ii) a decrease in interest and dividend income of approximately $14.8 million during 2009, as compared to the corresponding period in 2008, primarily resulting from the sale of investments in marketable securities and reductions in dividends declared from certain marketable securities during 2009 and 2008.   


Other (expense)/income, net changed approximately $5.2 million to income of approximately $5.6 million for the year ended December 31, 2009, as compared to income of approximately $0.4 million for the corresponding period in 2008. This change is primarily due to (i)  increased gains from land sales of approximately $5.9 million and (ii) an increase in the fair value of an embedded derivative instrument relating to the convertible option of the Valad notes of approximately $9.8 million, partially offset by, (iii) the receipt of fewer shares of Sears Holding Corp. common stock received as partial settlement of Kmart pre-petition claims during 2008 and (iv) a decrease in franchise taxes.  


Interest expense decreased approximately $4.2 million to $208.0 million for the year ended December 31, 2009, as compared to $212.2 million for  the corresponding period in 2008.  This decrease is due to lower outstanding levels of debt during the year ended December 31, 2009, as compared to 2008.


23




Income from other real estate investments decreased $51.4 million to $36.2 million for the year ended December 31, 2009, as compared to $87.6 million for the corresponding period in 2008.  This decrease is primarily due to (i) a decrease from the Company’s Preferred Equity Program of approximately $36.4 million in contributed income during 2009, including a decrease of approximately $22.1 million in profit participation earned from capital transactions during 2009 as compared to the corresponding period in 2008 and (ii) a gain of approximately $7.2 million from the sale of the Company’s interest in a real estate company located in Mexico during 2008.  


During 2009, the Company sold, in separate transactions, five out-parcels, four land parcels and three ground leases for aggregate proceeds of approximately $19.4 million.  These transactions resulted in gains on sale of development properties of approximately $5.8 million, before income taxes of $2.3 million.


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 $36.6 million, before income taxes of $14.6 million.


During 2009, the Company recognized impairment charges of approximately $131.7 million (not including approximately $13.3 million of which is included in discontinued operations), before income taxes and noncontrolling interest, relating to adjustments to property carrying values, investments in real estate joint ventures, real estate under development and other real estate investments.  The Company’s estimated fair values relating to these impairment assessments were based upon discounted cash flow models that included all estimated cash inflows and outflows over a specified holding period and where applicable, any estimated debt premiums. These cash flows are comprised of unobservable inputs which include contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models were based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective properties.  Based on these inputs the Company determined that its valuation in these investments was classified within Level 3 of the fair value hierarchy. 


Additionally, during 2009, the Company recorded impairment charges of approximately $30.1 million due to the decline in value of certain marketable equity securities and other investments that were deemed to be other-than-temporary.


For the year ended December 31, 2008, the Company recognized impairment charges of approximately $29.1 million before income taxes and noncontrolling interests.


Additionally, during 2008, the Company recorded impairment charges of approximately $118.4 million due to the decline in value of certain marketable equity securities and other investments that were deemed to be other-than-temporary.


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.


Benefit for income taxes increased by $18.5 million to $30.1 million for the year ended December 31, 2009, as compared to $11.6 million for the corresponding period in 2008. This change is primarily due to (i) a decrease in the tax provision expense of approximately $13.2 million from equity income recognized in connection with the Albertson’s investment during the year ended December 31, 2009, as compared to the corresponding period in 2008 and (ii) a decrease in the income tax provision expense of approximately $12.3 million in connection with gains on sale of development properties during 2009 as compared to 2008, partially offset by (iii) a decrease in income tax benefit of approximately $2.1 million related to impairments taken during the year ended December 31, 2009, as compared to the corresponding period in 2008 and (iv) an increase in foreign taxes of approximately $3.9 million for the year ended December 31, 2009, as compared to the corresponding period in 2008.  


Equity in income of real estate joint ventures, net for the year ended December 31, 2009, was approximately $6.3 million as compared to $132.2 million for the corresponding period in 2008. This reduction of approximately $125.9 million is primarily the result of (i) an increase in the recognition of impairment charges against the carrying value of the Company’s investment in unconsolidated joint ventures of approximately $27.5 million recorded during 2009, as compared to the corresponding period in 2008, primarily due to an increase in impairments of approximately $23.9 million recognized by the Kimco Prudential joint ventures, (ii) the recognition of approximately $2.9 million of equity in income from the Albertson’s joint venture during 2009, as compared to $63.9 million of equity in income recognized during 2008 resulting from the sale of 121 properties in the joint venture, (iii) the recognition of approximately $11.0 million in income resulting from cash distributions received in excess of the Company’s carrying value of its investment in various unconsolidated limited liability partnerships during the corresponding period in 2008, (iv) a decrease in income of $11.8 million during 2009, from a joint venture which holds interests in extended stay residential properties primarily due to overall decreases in occupancy, (v) a decrease in profit participation of approximately $9.1 million during 2009, as compared to the corresponding period in 2008, resulting from the sale/transfer of operating properties from two joint venture investments, (vi) a


24



decrease in income of approximately $4.5 million during 2009, from a Canadian joint venture investment, primarily due to an overall decrease in occupancy and (vii) a decrease in occupancy levels within certain real estate joint venture investments, partially offset by increased gains on sales of approximately $5.1 million during the year ended December 31, 2009, resulting from the sale of operating properties during 2009, as compared to 2008.


During 2009, the Company disposed of, in separate transactions, portions of six operating properties and one land parcel for an aggregate sales price of approximately $28.9 million.  These transactions resulted in the Company’s recognition of an aggregate net gain of approximately $4.1 million, net of income tax of $0.2 million.


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 2008, the Company transferred three properties to a wholly-owned consolidated entity, Kimco Income Fund II (“KIF II”), 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 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 noncontrolling 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 Operations.


Net loss attributable to the Company for 2009 was $3.9 million.  Net income attributable to the Company for 2008 was $249.9 million.  On a diluted per share basis, net loss attributable to the Company was $0.15 for 2009, as compared to net income of $0.78 for 2008.  These changes are primarily attributable to (i) an increase in impairment charges of approximately $57.8 million, net of income taxes and noncontrolling interests, resulting from continuing declines in the real estate markets and equity securities, (ii) a reduction in Income from other real estate investments, primarily due to a decrease in profit participation from the Company’s Preferred Equity program, (iii) a decrease in equity in income of joint ventures, primarily due to a decrease in income from the Albertson’s investment and impairment charges relating to five joint venture investments, and (iv) lower gains on sales of development properties, partially offset by (v) an increase in revenues from rental properties primarily due to acquisitions of operating properties during 2009 and 2008.


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,

 

2010

2009

2008

Net cash flow provided by operating activities

$  479.9

$  403.6

$  567.6

Net cash flow provided by/(used for) investing activities

$    37.9

$ (343.2)

$ (781.4)

Net cash flow (used for)/provided by financing activities

$ (514.7)

$   (74.5)

$  262.4


Operating Activities


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, 2010, was primarily attributable to (i) cash flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 2010 and 2009, (iii) new leasing, expansion and re-tenanting of core portfolio properties and (iv) distributions from the Company’s joint venture programs.


25



Cash flow provided by operating activities for the year ended December 31, 2010, was approximately $479.9 million, as compared to approximately $403.6 million for the comparable period in 2009.  The change of approximately $76.3 million is primarily attributable to (i) an increase in distributions from joint ventures of approximately $26.2 million, primarily from increases in distributions from the Albertson’s investment and various other real estate joint ventures, (ii) a decrease in prepaid income taxes of approximately $22.6 million during 2010 as compared to 2009 primarily from the Company’s receipt of a federal tax refund from its filing of carryback claims for its taxable REIT subsidiary, KRS and (iii) additional incremental earnings due to the acquisitions of operating properties during 2010 and 2009.


Investing Activities


Cash flow provided by investing activities for the year ended December 31, 2010, was approximately $37.9 million, as compared to a cash flows used for investing activities of approximately $343.2 million for the comparable period in 2009.  This change of approximately $381.1 million resulted primarily from decreases in (i) the acquisition of and improvements to operating real estate and real estate under development, (ii) an increase in proceeds from the sale of operating properties, partially offset by, (iii) a decrease in proceeds from the sale of marketable securities (iv) an increase in investments and advances to real estate joint ventures, (v) a decrease in reimbursements of advances to real estate joint ventures, and (vi) a decrease in proceeds from the sale of development properties during the year ended December 31, 2010, as compared to the corresponding period in 2009.


Acquisitions of and Improvements to Operating Real Estate


During the year ended December 31, 2010, the Company expended approximately $182.5 million towards acquisition of and improvements to operating real estate including $74.5 million expended in connection with redevelopments and re-tenanting projects as described below.  (See Note 4 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 2011 will be approximately $15.0 million to $25.0 million.  The funding of these capital requirements will be provided by cash flow from operating activities and availability under the Company’s revolving lines of credit.


Investments and Advances to Real Estate Joint Ventures


During the year ended December 31, 2010, the Company expended approximately $138.8 million for investments and advances to real estate joint ventures and received approximately $85.2 million from reimbursements of advances to real estate joint ventures.  (See Note 8 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)


Acquisitions of and Improvements to Real Estate Under Development


The Company is engaged in ground-up development projects which consist of (i) U.S. ground-up development projects which will be held as long-term investments by the Company and (ii) various ground-up development projects located in Latin America for long-term investment.  During 2009, the Company changed its merchant building business strategy from a sale upon completion strategy to a long-term hold strategy. Those properties previously considered merchant building have been either placed in service as long-term investment properties or included in U.S. ground-up development projects. The ground-up development projects generally have significant pre-leasing prior to the commencement of construction. As of December 31, 2010, the Company had in progress a total of six ground-up development projects, consisting of (i) two ground-up development projects located in Mexico, (ii) two ground-up development projects located in the U.S., (iii) one ground-up development project located in Chile and (iv) one ground-up development project located in Brazil.


During the year ended December 31, 2010, the Company expended approximately $42.0 million in connection with construction costs related to ground-up development projects. The Company anticipates its capital commitment during 2011 toward these and other development projects will be approximately $25.0 million to $35.0 million.  The 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, 2010, the Company received net proceeds of approximately $246.6 million relating to the sale of various operating properties and ground-up development projects.  (See Notes 5 and 7 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)


Financing Activities


Cash flow used for financing activities for the year ended December 31, 2010, was approximately $514.7 million, as compared to approximately $74.5 million for the comparable period in 2009. This change of approximately $440.2 million resulted primarily from


26



the Company’s deleveraging efforts to strengthen the Company’s Consolidated Balance Sheet.  As a result of these efforts, there was (i) a decrease in proceeds from the issuance of stock of approximately $886.6 million in 2010 as compared to 2009, (ii) a decrease in proceeds from mortgage/construction loan financing of approximately $419.3 million, (iii) an increase in the repayment of unsecured term loan/notes of approximately $43.0 million, (iv) decreases in proceeds from issuance of unsecured term loans/notes of approximately $70.3 million and (v) an increase in the redemption of noncontrolling interests of approximately $49.1 million, partially offset by (vi) a net decrease of approximately $565.4 million in net borrowings/repayments under the Company’s unsecured revolving credit facilities, (vii) an overall decrease in aggregate principal payments of approximately $430.0 million and (viii) a decrease in dividends paid of approximately $24.1 million.


The Company continually evaluates its debt maturities, and, based on management’s current assessment, believes it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results. The credit environment has improved and 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 continuing trend that although pricing and loan-to-value ratios remain dependent on specific deal terms, generally spreads for non-recourse mortgage financing are compressing and loan-to-values are gradually increasing from levels a year ago.  The unsecured debt markets are functioning well and credit spreads have decreased dramatically from a year ago.  The Company continues to assess 2011 and beyond to ensure the Company is prepared if the current credit market conditions deteriorate.


Debt maturities for 2011 consist of:  $112.5 million of consolidated debt; $685.2 million of unconsolidated joint venture debt; and $276.4 million of preferred equity debt, assuming the utilization of extension options where available.  The 2011 consolidated debt maturities are anticipated to be repaid with operating cash flows, borrowings from the Company’s credit facilities, which at December 31, 2010, the Company had approximately $1.6 billion available under these credit facilities, and debt refinancings.  The 2011 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 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 plans to continue strengthening its balance sheet by pursuing deleveraging efforts over time.  The Company may, from time-to-time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives.


Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $7.9 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 but have more recently stabilized.  As available, the Company will continue to access these markets. The Company was added to the S&P 500 Index in March 2006, 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 was scheduled to expire in October 2011.   During October 2010, the Company exercised its one-year extension option and the U.S. Credit Facility is now scheduled to expire in October 2012. The U.S. Credit Facility has made available funds to finance general corporate purposes, including (i) property acquisitions, (ii) investments in the Company’s institutional real estate 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 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, 2010, the U.S. Credit Facility had a balance of $123.2 million outstanding and approximately $23.7 million appropriated for letters of credit. 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.  The financial covenants for the U.S. Credit Facility are as follows:


Covenant

 

Must Be

 

As of 12/31/10

Total Indebtedness to Gross Asset Value (“GAV”)

 

<60%

 

44%

Total Priority Indebtedness to GAV

 

<35%

 

11%

Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense

 

>1.75x

 

2.98x

Fixed Charge Total Adjusted EBITDA to Total Debt Service

 

>1.50x

 

2.18x

Limitation of Investments, Loans and Advances

 

<30% of GAV

 

19% of GAV


27



For a full description of the U.S. 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 Canadian denominated (“CAD”)  $250.0 million unsecured credit facility with a group of banks.  This facility bears interest at a rate of CDOR plus 0.425%, subject to change in accordance with the Company’s senior debt ratings and was scheduled to mature March 2011.  During September 2010, the Company exercised its one-year extension option and the credit facility is now scheduled to expire in March 2012.  A facility fee of 0.15% per annum is payable quarterly in arrears.  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, 2010, there was no outstanding balance under this credit facility.  The Canadian facility covenants are the same as the U.S. Credit Facility covenants described above.


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 a MXP 500.0 million unsecured revolving credit facility, which was terminated by the Company.  Remaining proceeds from this term loan were used for funding MXP denominated investments. As of December 31, 2010, the outstanding balance on this term loan was MXP 1.0 billion (approximately USD $80.9 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 (“MTNs”) 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 13 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 12/31/10

Consolidated Indebtedness to Total Assets

 

<60%

 

38%

Consolidated Secured Indebtedness to Total Assets

 

<40%

 

9%

Consolidated Income Available for Debt Service to Maximum Annual Service Charge

 

>1.50x

 

3.4x

Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness

 

>1.50x

 

2.9x


For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993, First Supplemental Indenture dated August 4, 1994, the Second Supplemental Indenture dated April 7, 1995, the Third Supplemental Indenture dated June 2, 2006, the Fifth Supplemental Indenture dated as of September 24, 2009, the Fifth Supplemental Indenture dated as of October 31, 2006 and First Supplemental Indenture dated October 31, 2006, as filed with the SEC.  See Exhibits Index on page 39, for specific filing information.


During 2010, the Company issued $300.0 million of unsecured MTNs which bear interest at a rate of 4.30% and are scheduled to mature on February 1, 2018.  Proceeds from these MTNs were used to repay (i) the Company’s $100.0 million 5.304% MTNs which were scheduled to mature in February 2011 and (ii) the Company’s $150.0 million 7.95% MTNs which were scheduled to mature in April 2011. The remaining proceeds were used for general corporate purposes.  In connection with the optional make-whole provisions relating to the prepayment of these notes, the Company incurred early extinguishment of debt charges aggregating approximately $6.5 million.


During April 2010, the Company issued $150.0 million CAD (approximately USD $141.1 million) unsecured notes to a group of private investors at a rate of 5.99% scheduled to mature on April 13, 2018.  Proceeds from these notes were used to repay the Company’s CAD $150.0 million 4.45% Series 1 unsecured notes which matured in April 2010.  


Additionally, during 2010, the Company repaid (i) the remaining $46.5 million balance on its 4.62% MTNs, which matured in May 2010 and (ii) its $25.0 million 7.30% MTNs, which matured in September 2010.


During 2010, the Company (i) assumed approximately $144.8 million of individual non-recourse mortgage debt relating to the acquisition of eight operating properties, including a decrease of approximately $4.4 million associated with fair value debt adjustments, (ii) assigned approximately $159.9 million in non-recourse mortgage debt encumbering three operating properties that were sold to newly formed joint ventures in which the Company has noncontrolling interests, (iii) assigned approximately $81.0 million of non-recourse mortgage debt encumbering an operating property that was sold to a third party and (iv) paid off approximately $226.0 million of mortgage debt that encumbered 17 operating properties.  In connection with the repayment of five of these mortgages, the Company incurred early extinguishment of debt charges aggregating approximately $4.3 million.


28



During April 2009, the Company filed a shelf registration statement on Form S-3ASR, which is effective for a term of three years, for the future unlimited offerings, from time-to-time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants.  


During August 2010, the Company issued 7,000,000 Depositary Shares (the "Class H Depositary Shares"), each representing a one-hundredth fractional interest in a share of the Company's 6.90% Class H Cumulative Redeemable Preferred Stock, $1.00 par value per share (the "Class H Preferred Stock"). Dividends on the Class H Depositary Shares are cumulative and payable quarterly in arrears at the rate of 6.90% per annum based on the $25.00 per share initial offering price, or $1.725 per annum.  The Class H Depositary Shares are redeemable, in whole or part, for cash on or after August 30, 2015, 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 H Depositary Shares are not convertible or exchangeable for any other property or securities of the Company.  The net proceeds received from this offering of approximately $169.2 million were used primarily to repay mortgage loans in the aggregate principal amount of approximately $150.0 million and for general corporate purposes.


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, 2010, the Company had over 430 unencumbered property interests in its portfolio.  


In connection with its intention to continue to qualify as a REIT for federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows. The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor sources of capital and evaluate the impact of the economy and capital markets availability on operating fundamentals.  Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a conservative dividend payout ratio, reserving such amounts as it considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate.  Cash dividends paid were $307.0 million in 2010, as compared to $331.0 million in 2009 and $469.0 million in 2008.


Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying dividends quarterly.  Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable instruments.  The Company’s Board of Directors declared a quarterly cash dividend of $0.18 per common share payable to shareholders of record on January 3, 2011, which was paid on January 18, 2011. Additionally, the Company’s Board of Directors declared a quarterly cash dividend of $0.18 per common share payable to shareholders of record on April 5, 2011, which will be paid on April 15, 2011.


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 25 years.  As of December 31, 2010, the Company’s total debt had a weighted average term to maturity of approximately 5.2 years.  In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio.  As of December 31, 2010, 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 14 non-cancelable operating leases pertaining to its retail store lease portfolio.  The following table summarizes the Company’s debt maturities (excluding extension options and fair market value of debt adjustments aggregating approximately $3.2 million) and obligations under non-cancelable operating leases as of December 31, 2010 (in millions):


 

 

2011

 

2012

 

2013

 

2014

 

2015

 

Thereafter

 

Total

Long-Term Debt-Principal(1)

$

147.4

$

565.8

$

651.7

$

521.4

$

410.6

$

1,758.9

$

4,055.8

Long-Term Debt-Interest(2)

$

225.7

$

215.8

$

182.7

$

141.4

$

123.5

$

233.0

$

1,122.1

Operating Leases

$

 

$

 

$

 

$

 

$

 

$

 

$

 

  Ground Leases

$

11.9

$

11.1

$

10.6

$

10.2

$

9.2

$

167.7

$

220.7

  Retail Store Leases

$

3.4

$

2.6

$

2.3

$

1.7

$

1.3

$

1.6

$

12.9


(1)   Maturities utilized do not reflect extension options, which range from one to two years.

(2)   For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2010.


The Company has $14.9 million of non-current uncertain tax benefits and related interest under the provisions of the authoritative guidance that addresses accounting for income taxes, which are included in other liabilities on the Company’s Consolidated Balance Sheets at December 31, 2010. These amounts are not included in the table above because a reasonably reliable estimate regarding the timing of settlements with the relevant tax authorities, if any, can not be made.



29



The Company has $88.0 million of medium term notes, $2.6 million of unsecured notes payable and $35.2 million of mortgage debt scheduled to mature in 2011.  The Company anticipates satisfying these maturities with a combination of operating cash flows, its unsecured revolving credit facilities, refinancing of debt and new debt issuances, when available.


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 guarantee of payment related to the Company’s insurance program. These letters of credit aggregate approximately $23.7 million.


During August 2009, the Company was obligated to issue a letter of credit for approximately CAD $66.0 million (approximately USD $64.0 million) relating to a tax assessment dispute with the Canada Revenue Agency (“CRA”).  The letter of credit had been issued under the Company’s CAD $250 million credit facility referred to above. The dispute was in regard to three of the Company’s wholly-owned subsidiaries which hold a 50% co-ownership interest in Canadian real estate. Applicable Canadian law requires that a non-resident corporation post sufficient collateral to cover a claim for taxes assessed.  As such, the Company issued its letter of credit as required by the governing law.   During November 2010, the Company was released from this tax assessment and as a result the letter of credit was returned to the Company.  


The Company holds a 15% noncontrolling ownership interest in each of three joint ventures, with three separate accounts managed by Prudential Real Estate Investors (“PREI”), collectively, KimPru. KimPru had a term loan facility which bore interest at a rate of LIBOR plus 1.25% and was scheduled to mature in August 2010.  This facility was guaranteed by the Company with a guarantee from PREI to the Company for 85% of any guaranty payment the Company was obligated to make.  During July 2010, KimPru fully repaid the $287.5 million outstanding balance on this facility primarily from capital contributions provided by the partners, at their respective ownership percentages of 85% from PREI and 15% from the Company.  


On a select basis, the Company provides guarantees on interest bearing debt held within real estate joint ventures in which the Company has noncontrolling ownership interests.  The Company is often provided with a back-stop guarantee from its partners.  The Company had the following outstanding guarantees as of December 31, 2010 (amounts in millions):


Name of Joint Venture

Amount of Guarantee

Interest rate

Maturity, with extensions

Terms

Type of debt

InTown Suites Management, Inc.

$147.5

LIBOR plus 0.375% (1)

2012

25% partner back-stop

Unsecured credit facility

Willowick

$  24.5

LIBOR plus 1.50%

2012

15% partner back-stop

Unsecured credit facility

Factoria Mall

$  52.3

LIBOR plus 4.00%

2012

Jointly and severally with partner

Mortgage loan

RioCan

$    4.4

Prime plus 2.25%

2011

Jointly with 50% partner

Letter of credit facility

Cherokee

$  45.1

Floating Prime plus 1.9%

2011

50% partner back-stop

Construction loan

Towson

$  10.0

LIBOR plus 3.50%

2014

Jointly and severally with partner

Mortgage loan

Hillsborough

$    3.1

LIBOR plus 1.50%

2012

Jointly and severally with partner

Promissory note

Derby (2)

$  11.0

LIBOR plus 2.75%

2011

Jointly and severally with partner

Promissory note

Sequoia

$    5.8

LIBOR plus 0.75%

2012

Jointly and severally with partner

Promissory note

East Northport

$    3.2

LIBOR plus 1.50%

2012

Jointly and severally with partner

Promissory note


(1)   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 at the joint venture level in other comprehensive income.

(2)   Subsequent to December 31, 2010, this property was sold to a third party, as such, the debt was repaid and the Company was relieved of this guarantee.


In connection with the construction of its development projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied.  These bonds expire upon the completion of the improvements and infrastructure.  As of December 31, 2010, the Company had approximately $45.3 million in performance and surety bonds outstanding.


Off-Balance Sheet Arrangements


Unconsolidated Real Estate Joint Ventures


The Company has investments in various unconsolidated real estate joint ventures with varying structures.  These joint ventures primarily operate 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 (see guarantee table above).  Non-recourse mortgage debt is generally defined as debt whereby the lenders’ sole recourse with respect to borrower defaults is limited to the value of the property collateralized by the mortgage. The lender generally does not have recourse against any other assets owned by the borrower or any of the constituent members of the borrower, except for certain specified exceptions listed in the particular loan documents (See Note 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  These investments include the following joint ventures:



30




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)

15.0% (a)

65

11,339

$1,388.00

$     -

59

5.56%

59.8

 

 

 

 

 

 

 

 

 

RioCan Venture (k)

50.00%

45

9,287

$968.50

$     -

45

5.84%

52.0

 

 

 

 

 

 

 

 

 

KIR (d)

45.00%

59

12,593

$954.70

$     -

50

6.54%

53.1

 

 

 

 

 

 

 

 

 

KUBS (e)

17.9%(a)

43

6,260

$733.60

$     -

43

5.70%

54.8

 

 

 

 

 

 

 

 

 

InTown Suites (j)

(l)

138

   N/A

$480.50

$  147.5(b)

135

5.19%

46.8

 

 

 

 

 

 

 

 

 

BIG Shopping Centers (f)

36.50%

22

3,508

$407.20

$     -

17

5.47%

72.5

 

 

 

 

 

 

 

 

 

SEB Immobilien (h)

15.00%

11

1,473

$193.50

$     -

10

5.67%

71.4

 

 

 

 

 

 

 

 

 

CPP (g)

55.00%

5

2,137

$168.70

$     -

3

4.45%

39.3

 

 

 

 

 

 

 

 

 

Kimco Income Fund (i)

15.20%

12

1,534

$167.80

$     -

12

5.45%

44.7


(a)

Ownership % is a blended rate.

(b)

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

(c)

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

(d)

Represents the Kimco Income Operating Partnership, L.P., formed in 1998.

(e)

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

(f)     Represents the Company’s joint ventures with BIG Shopping Centers (TLV:BIG), an Israeli public company.

(g)    Represents the Company’s joint ventures with Canadian Pension Plan Investment Board (CPPIB)

(h)

Represents the Company’s joint ventures with SEB Immobilien Investment GmbH.

(i)

Represents the Kimco Income Fund, formed in 2004.

(j)

Represents the Company’s joint ventures with Westmont Hospitality Group.

(k)

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

(l)

The Company’s share of this investment is subject to fluctuation and is dependent upon property cash flows.


The Company has various other unconsolidated real estate joint ventures with varying structures.  As of December 31, 2010, these other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating approximately $2.3 billion and unsecured notes payable aggregating approximately $41.8 million.  The aggregate debt as of December 31, 2010 of all of the Company’s unconsolidated real estate joint ventures is approximately $8.0 billion, of which the Company’s share of this debt was approximately $3.0 billion.  These loans have scheduled maturities ranging from one month to 24 years and bear interest at rates ranging from 1.01% to 10.50% at December 31, 2010. Approximately $685.2 million of the outstanding loan balance matures in 2011, of which the Company’s share is approximately $252.9 million.  These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing and partner capital contributions, as deemed appropriate. (See Note 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


Other Real Estate Investments


The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program. The Company accounts for its preferred equity investments under the equity method of accounting.  As of December 31, 2010, the Company’s net investment under the Preferred Equity Program was approximately $275.4 million relating to 171 properties. As of December 31, 2010, these preferred equity investment properties had individual non-recourse mortgage loans aggregating approximately $1.2 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, 2010, these properties were encumbered by third party loans aggregating approximately $403.2 million with interest rates ranging from 5.08% to 10.47% with a weighted average interest rate of 9.3% and maturities ranging from one year to 11 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 the FASB’s Lease guidance.  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.


31




As of December 31, 2010, 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, 2010, the remaining 12 properties were encumbered by third-party non-recourse debt of approximately $33.4 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.


Market and Economic Conditions; Real Estate and Retail Shopping Sector


In the U.S., economic and market conditions have stabilized. Credit conditions have continued to improve from the prior year with increased access and availability to secured mortgage debt and the unsecured bond and equity markets. However, there remains concern over high unemployment rates and an uncertain economic recovery in Europe.  These conditions have contributed to slow growth in the U.S. and international economies.


Historically, real estate has been subject to a wide range of cyclical economic conditions that affect various real estate markets and geographic regions with differing intensities and at different times. Different regions of the United States have and may continue to experience varying degrees of economic growth or distress. Adverse changes in general or local economic conditions could result in the inability of some tenants of the Company to meet their lease obligations and could otherwise adversely affect the Company’s ability to attract or retain tenants. The Company’s shopping centers are typically anchored by two or more national tenants who generally offer day-to-day necessities, rather than high-priced luxury items. In addition, the Company seeks to reduce its operating and leasing risks through ownership of a portfolio of properties with a diverse geographic 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, particularly in the Western United States (primarily California). These conditions may result in the Company’s tenants delaying lease commencements or declining to extend or renew leases upon expiration.   These conditions also have forced some weaker retailers, in some cases, to declare bankruptcy and/or close stores. Certain retailers have announced store closings even though they have not filed for bankruptcy protection. However, any of these particular store closings affecting the Company often represent a small percentage of the Company’s overall gross leasable area and the Company does not currently expect store closings to have a material adverse effect on the Company’s overall performance.


New Accounting Pronouncements


See Footnote 1 of the Company’s Consolidated Financial Statements included in this annual report on Form 10-K.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk


The Company’s primary market risk exposure is interest rate risk.  The following table presents the Company’s aggregate fixed rate and variable rate domestic and foreign debt obligations outstanding as of December 31, 2010, with corresponding weighted-average interest rates sorted by maturity date.  The table does not include extension options where available.  Amounts include fair value purchase price allocation adjustments for assumed debt. The information is presented in U.S. dollar equivalents, which is the


32



Company’s reporting currency.  The instruments’ actual cash flows are denominated in U.S. dollars, Canadian dollars (CAD), Chilean Pesos (CLP) and Mexican pesos (MXP) as indicated by geographic description ($USD equivalent in millions).


 

2011

2012

2013

2014

2015

Thereafter

Total

Fair Value

U.S. Dollar Denominated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$  8.3

$  125.2

$  79.9

$  199.0

$  62.4

$  457.1

$  931.9

$  1,000.5

Average Interest Rate

6.56%

6.25%

6.19%

6.44%

4.91%

6.46%

6.30%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$  27.0

$  75.5

$  2.9

$  20.9

$  5.9

$  -

$  132.2

$  138.2

Average Interest Rate

3.09%

3.94%

5.00%

2.17%

0.26%

0.00%

3.35%

 

 

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$  88.0

$  215.9

$  275.8

$  295.2

$  350.0

$  1,190.9

$  2,415.8

$  2,571.1

Average Interest Rate

4.82%

6.00%

5.41%

5.22%

5.29%

5.66%

5.53%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$  2.6

$ 132.4

$  -

$  -

$  -

$  -

$  135.0

$  134.5

Average Interest Rate

5.25%

1.02%

0.00%

0.00%

0.00%

0.00%

1.10%

 


CAD Denominated

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$  -

$  -

$  200.4

$  -

$  -

$  150.3

$  350.7

$  375.3

Average Interest Rate

0.00%

0.00%

5.18%

0.00%

0.00%

5.99%

5.53%

 

 

 

 

 

 

 

 

 

 

MXP Denominated

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$  -

$  -

$  80.9

$  -

$  -

$  -

$  80.9

$  81.3

Average Interest Rate

0.00%

0.00%

8.58%

0.00%

0.00%

0.00%

8.58%

 

 

 

 

 

 

 

 

 

 

CLP Denominated

 

 

 

 

 

 

 

 

Secured Debt

 

 

 

 

 

 

 

 

Variable Rate

$  -

$  -

$  -

$  -

$  -

$   12.5

$  12.5

$  14.3

Average Interest Rate

0.00%

0.00%

0.00%

0.00%

0.00%

5.79%

5.79%

 


Based on the Company’s variable-rate debt balances, interest expense would have increased by approximately $2.8 million in 2010 if short-term interest rates were 1.0% higher.


The following table presents the Company’s foreign investments as of December 31, 2010.  Investment amounts are shown in their respective local currencies and the U.S. dollar equivalents:


Foreign Investment (in millions)

Country

 

Local Currency

 

US Dollars

Mexican real estate investments (MXP)

 

8,715.0

$

705.7

Canadian real estate joint venture and marketable securities investments (CAD)

 

391.6

$

392.5

Australian marketable securities investments (Australian Dollar)

 

196.0

$

182.3

Chilean real estate investments (CLP)

 

18,178.1

$

27.7

Brazilian real estate investments (Brazilian Real)

 

55.7

$

33.4

Peruvian real estate investments (Peruvian Nuevo Sol)

 

7.1

$

  2.5


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, 2010, 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.


33




Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report.  Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.


Changes in Internal Control Over Financial Reporting


There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, 2010 to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


Management’s Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2010.


The effectiveness of our internal control over financial reporting as of December 31, 2010, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.


Item 9B. Other Information


None.



34



PART III


Item 10.  Directors, Executive Officers and Corporate Governance


The information required by this item is incorporated by reference to “Proposal 1—Election of Directors,” “Corporate Governance,” “Committees of the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement.


Item 11.  Executive Compensation


The information required by this item is incorporated by reference to “Compensation Discussion and Analysis,” “Executive Compensation Committee Report,” “Compensation Tables” and “Compensation of Directors” in our Proxy Statement.


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


The information required by this item is incorporated by reference to “Security Ownership of Certain Beneficial Owners and Management” and “Compensation Tables” in our Proxy Statement.


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


The information required by this item is incorporated by reference to “Certain Relationships and Related Transactions” and “Corporate Governance” in our Proxy Statement.


Item 14. Principal Accounting Fees and Services


The information required by this item is incorporated by reference to “Independent Registered Public Accountants” in our Proxy Statement.



35



PART IV


Item 15.

Exhibits and Financial Statement Schedules

 

 

 

 

 

 

1.

Financial Statements  –

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

Form10-K
Report
Page

 

 

 

 

 

 

Report of Independent Registered  Public Accounting Firm

41

 

 

 

 

 

 

Consolidated Financial Statements

 

 

 

 

 

 

 

Consolidated Balance Sheets as of  December 31, 2010 and 2009

42

 

 

 

 

 

 

Consolidated Statements of Operations for the years ended

December 31, 2010, 2009 and 2008

43

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income

for the years ended December 31, 2010, 2009 and 2008

44

 

 

 

 

 

 

Consolidated Statements of Changes in Equity

for the years ended December 31, 2010, 2009 and 2008

45

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the years ended

December 31, 2010, 2009 and 2008

46

 

 

 

 

 

 

Notes to Consolidated Financial Statements

47

 

 

 

 

 

 

2.

Financial Statement Schedules -

 

 

 

 

 

 

 

Schedule II -

Valuation and Qualifying Accounts

95

 

 

Schedule III -

Real Estate and Accumulated Depreciation

96

 

 

Schedule IV -

Mortgage Loans on Real Estate

112

 

 

 

 

 

 

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.

37





36



INDEX TO EXHIBITS


 

 

Incorporated by Reference

 

 

Exhibit

Number

Exhibit Description

Form

File No.

Date of

Filing

Exhibit

Number

Filed

Herewith

Page

Number

3.1(a)

Articles of Restatement of the Company, dated January 14, 2011

X

113

3.1(b)

Articles Supplementary of the Company dated November 8, 2010

X

156

3.2

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

10-K

1-10899

02/27/09

3.2

 

 

4.1

Agreement of the Company pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K

S-11

333-42588

09/11/91

4.1

 

 

4.2

Form of Certificate of Designations for the Preferred Stock

S-3

333-67552

09/10/93

4(d)

 

 

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)

S-3

333-67552

09/10/93

4(a)

 

 

4.4

First Supplemental Indenture, dated as of August 4, 1994

10-K

1-10899

03/28/96

4.6

 

 

4.5

Second Supplemental Indenture, dated as of April 7, 1995

8-K

1-10899

04/07/95

4(a)

 

 

4.6

Indenture dated April 1, 2005, between Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee

8-K

1-10899

04/25/05

4.1

 

 

4.7

Third Supplemental Indenture, dated as of June 2, 2006

8-K

1-10899

06/05/06

4.1

 

 

4.8

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

8-K

1-10899

11/03/06

4.1

 

 

4.9

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

8-K

1-10899

11/03/06

4.2

 

 

4.10

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

10-K

1-10899

02/28/07

4.12

 

 

4.11

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

10-K

1-10899

02/28/07

4.13

 

 

4.12

Fifth Supplemental Indenture, dated September 24, 2009, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee

8-K

1-10899

09/24/09

4.1

 

 

10.1

Amended and Restated Stock Option Plan

10-K

1-10899

03/28/95

10.3

 

 

10.2

$1.5 Billion Credit Agreement, dated as of October 25, 2007, among Kimco Realty Corporation and each of the parties named therein

10-K/A

1-10899

08/17/10

10.6

 

 

10.3

Employment Agreement between Kimco Realty Corporation and David B. Henry, dated March 8, 2007

8-K

1-10899

03/21/07

10.1

 

 

10.4

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

10-K

1-10899

02/28/08

10.25

 

 

10.5

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

10-K

1-10899

02/27/09

10.9

 

 

10.6

Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo, dated November 3, 2008

8-K

1-10899

11/10/08

10.1

 

 

10.7

Amendment to Employment Agreement between Kimco Realty Corporation and David B. Henry, dated December 17, 2008

8-K

1-10899

01/07/09

10.1

 

 

10.8

Amendment to Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo, dated December 17, 2008

8-K

1-10899

01/07/09

10.2

 

 

10.9

Form of Indemnification Agreement

10-K

1-10899

02/27/09

10.16

 

 

10.10

Employment Agreement between Kimco Realty Corporation and Glenn G. Cohen, dated February 25, 2009

10-K

1-10899

02/27/09

10.17

 

 




37




 

 

Incorporated by Reference

 

 

Exhibit

Number

Exhibit Description

Form

File No.

Date of

Filing

Exhibit

Number

Filed

Herewith

Page

Number

10.11

$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 and each of the parties named therein

10-K/A

1-10899

08/17/10

10.17

 

 

10.12

1 billion MXP Credit Agreement, dated as of March 3, 2008, among KRC Mexico Acquisition, LLC, as borrower, Kimco Realty Corporation, as guarantor and each of the parties named therein

10-K/A

1-10899

08/17/10

10.18

 

 

10.13

Second Amendment to Employment Agreement between Kimco Realty Corporation and David B. Henry, dated March 15, 2010

8-K

1-10899

03/19/10

10.1

 

 

10.14

Second Amendment to Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo, dated March 15, 2010

8-K

1-10899

03/19/10

10.3

 

 

10.15

Amendment to Employment Agreement between Kimco Realty Corporation and Glenn G. Cohen, dated March 15, 2010

8-K

1-10899

03/19/10

10.4

 

 

10.16

Kimco Realty Corporation Executive Severance Plan, dated March 15, 2010

8-K

1-10899

03/19/10

10.5

 

 

10.17

Letter Agreement between Kimco Realty Corporation and David B. Henry, dated March 15, 2010

8-K

1-10899

03/19/10

10.6

 

 

10.18

Kimco Realty Corporation 2010 Equity Participation Plan

8-K

1-10899

03/19/10

10.7

 

 

10.19

Form of Performance Share Award Grant Notice and Performance Share Award Agreement

8-K

1-10899

03/19/10

10.8

 

 

10.20

Underwriting Agreement, dated April 6, 2010, by and among Kimco Realty Corporation, Kimco North Trust III, and each of the parties named therein

10-Q

1-10899

05/07/10

99.1

 

 

10.21

Third Supplemental Indenture, dated as of April 13, 2010, among Kimco Realty Corporation, as guarantor, Kimco North Trust III, as issuer and BNY Trust Company of Canada, as trustee

10-Q

1-10899

05/07/10

99.2

 

 

10.22

Credit Agreement, dated as of April 17, 2009, among Kimco Realty Corporation and each of the parties named therein

10-K/A

1-10899

08/17/10

10.19

 

 

10.23

Underwriting Agreement, dated August 23, 2010, by and among Kimco Realty Corporation and each of the parties named therein

8-K

1-10899

08/24/10

1.1

 

 

12.1

Computation of Ratio of Earnings to Fixed Charges

X

158

12.2

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

X

159

21.1

Subsidiaries of the Company

X

160

23.1

Consent of PricewaterhouseCoopers LLP

X

168

31.1

Certification of the Company’s Chief Executive Officer, David B. Henry, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

169

31.2

Certification of the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

170

32.1

Certification of the Company’s Chief Executive Officer, David B. Henry, and the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

171

99.1

Property Chart

X

172

101.INS

XBRL Instance Document

X

 

101.SCH

XBRL Taxonomy Extension Schema

X

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

X

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase

X

 

101.LAB

XBRL Taxonomy Extension Label Linkbase

X

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

X

 




38




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


By:

/s/ David B. Henry

David B. Henry

Chief Executive Officer


Dated:   February 25, 2011


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

 

Executive Chairman of the Board of Directors

February 25, 2011

Milton Cooper

 

 

 

 

 

 

 

/s/  David B. Henry

 

Chief Executive Officer and Vice Chairman of

February 25, 2011

David B. Henry

 

the Board of Directors

 

 

 

 

 

/s/  Richard G. Dooley

 

Director

February 25, 2011

Richard G. Dooley

 

 

 

 

 

 

 

/s/  Joe Grills

 

Director

February 25, 2011

Joe Grills

 

 

 

 

 

 

 

/s/  F. Patrick Hughes

 

Director

February 25, 2011

F. Patrick Hughes

 

 

 

 

 

 

 

/s/  Frank Lourenso

 

Director

February 25, 2011

Frank Lourenso

 

 

 

 

 

 

 

/s/  Richard Saltzman

 

Director

February 25, 2011

Richard Saltzman

 

 

 

 

 

 

 

/s/  Philip Coviello

 

Director

February 25, 2011

Philip Coviello

 

 

 

 

 

 

 

/s/  Michael V. Pappagallo

 

Executive Vice President -

February 25, 2011

Michael V. Pappagallo

 

Chief Operating Officer

 

 

 

 

 

/s/  Glenn G. Cohen

 

Executive Vice President -

February 25, 2011

Glenn G. Cohen

 

Chief Financial Officer and

 

 

 

Treasurer

 


39



ANNUAL REPORT ON FORM 10-K

ITEM 8, ITEM 15 (a) (1) and (2)

INDEX TO FINANCIAL STATEMENTS

AND

FINANCIAL STATEMENT SCHEDULES


 

 

 

Form10-K
Page

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

 

 

Report of Independent Registered Public Accounting Firm

41

 

 

Consolidated Financial Statements and Financial Statement Schedules:

 

 

 

Consolidated Balance Sheets as of December 31, 2010 and 2009

42

 

 

Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008

43

 

 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2010, 2009 and 2008

44

 

 

Consolidated Statements of Changes in Equity for the years ended December 31, 2010, 2009 and 2008

45

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008

46

 

 

Notes to Consolidated Financial Statements

47

 

 

Financial Statement Schedules:

 

 

 

II.

Valuation and Qualifying Accounts

95

III.

Real Estate and Accumulated Depreciation

96

IV.

Mortgage Loans on Real Estate

112




40



Report of Independent Registered Public Accounting Firm



To the Board of Directors and Stockholders
of Kimco Realty Corporation:


In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Kimco Realty Corporation and its subsidiaries (collectively, the "Company") at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 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, 2010, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting 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 28, 2011



41



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)


 

 

 

December 31,

 

December 31,

 

 

 

2010

 

2009

Assets:

 

 

 

 

Real Estate

 

 

 

 

 

Rental property

 

 

 

 

 

Land

$

1,837,348 

$

1,937,428 

 

Building and improvements

 

6,420,405 

 

6,479,128 

 

 

 

8,257,753 

 

8,416,556 

 

Less, accumulated depreciation and amortization

 

(1,549,380)

 

(1,343,148)

 

 

 

6,708,373 

 

7,073,408 

 

Real estate under development

 

335,007 

 

465,785 

 

Real estate, net

 

7,043,380 

 

7,539,193 

 

Investments and advances in real estate joint ventures

 

1,382,749 

 

1,103,625 

 

Other real estate investments

 

418,564 

 

553,244 

 

Mortgages and other financing receivables

 

108,493 

 

131,332 

 

Cash and cash equivalents

 

125,154 

 

122,058 

 

Marketable securities

 

223,991 

 

209,593 

 

Accounts and notes receivable

 

130,536 

 

113,610 

 

Deferred charges and prepaid expenses

 

147,048 

 

160,995 

 

Other assets

 

253,960 

 

249,429 

Total assets

$

9,833,875 

$

10,183,079 

 

 

 

 

 

Liabilities & Stockholders' Equity:

 

 

 

 

 

Notes payable

$

2,982,421 

$

3,000,303 

 

Mortgages payable

 

1,046,313 

 

1,388,259 

 

Construction loans payable

 

30,253 

 

45,821 

 

Accounts payable and accrued expenses

 

154,482 

 

142,670 

 

Dividends payable

 

89,037 

 

76,707 

 

Other liabilities

 

275,023 

 

311,037 

Total liabilities

 

4,577,529 

 

4,964,797 

 

Redeemable noncontrolling interests

 

95,060 

 

100,304 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

Preferred Stock, $1.00 par value, authorized 3,092,000 and 3,232,000 shares, respectively

 

 

 

 

 

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

Issued and outstanding 700,000 shares

Aggregate liquidation preference $175,000

 

700 

 

700 

 

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

Issued and outstanding 184,000 shares

Aggregate liquidation preference $460,000

 

184 

 

184 

 

Class H Preferred Stock, $1.00 par value, authorized 70,000 shares

Issued and outstanding 70,000 shares

Aggregate liquidation preference $175,000

 

70 

 

 

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

Issued and outstanding 406,423,514, and 405,532,566, shares, respectively.

 

4,064 

 

4,055 

 

Paid-in capital

 

5,469,841 

 

5,283,204 

 

Cumulative distributions in excess of net income

 

(515,164)

 

(338,738)

 

 

 

4,959,695 

 

4,949,405 

 

Accumulated other comprehensive income

 

(23,853)

 

(96,432)

Total stockholders' equity

 

4,935,842 

 

4,852,973 

 

Noncontrolling interests

 

225,444 

 

265,005 

Total equity

 

5,161,286 

 

5,117,978 

Total liabilities and equity

$

9,833,875 

$

10,183,079 


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


42



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


 

 

Year Ended December 31,

 

 

2010

 

2009

 

2008

Revenues from rental property

$

849,549 

$

773,423 

$

751,196 

Rental property expenses:

 

 

 

 

 

 

 

Rent

 

(14,076)

 

(13,874)

 

(13,147)

 

Real estate taxes

 

(116,288)

 

(110,432)

 

(96,856)

 

Operating and maintenance

 

(122,584)

 

(108,518)

 

(103,761)

Impairment of property carrying values

 

(3,502)

 

(36,700)

 

Mortgage and other financing income

 

9,405 

 

14,956 

 

18,333 

Management and other fee income

 

39,922 

 

42,452 

 

47,627 

Depreciation and amortization

 

(238,474)

 

(226,608)

 

(204,809)

General and administrative expenses

 

(109,201)

 

(108,043)

 

(114,941)

Interest, dividends and other investment income

 

21,256 

 

33,098 

 

56,119 

Other (expense)/income, net

 

(4,277)

 

5,577 

 

389 

Interest expense

 

(226,388)

 

(208,018)

 

(212,198)

Early extinguishment of debt charges

 

(10,811)

 

 

Income from other real estate investments

 

43,345 

 

36,180 

 

87,621 

Gain on sale of development properties

 

2,130 

 

5,751 

 

36,565 

Impairments:

 

 

 

 

 

 

 

Real estate under development

 

(11,700)

 

(2,100)

 

(13,613)

 

Investments in other real estate investments

 

(13,442)

 

(49,279)

 

 

Marketable securities and other investments

 

(5,266)

 

(30,050)

 

(118,416)

 

Investments in real estate joint ventures

 

 

(43,658)

 

(15,500)

 

Income/(loss) from continuing operations before income taxes

and equity in income of joint ventures

 

89,598 

 

(25,843)

 

104,609 

(Provision)/benefit for income taxes, net

 

(3,415)

 

30,144 

 

11,645 

Equity in income of joint ventures, net

 

55,705 

 

6,309 

 

132,208 

 

Income from continuing operations

 

141,888 

 

10,610 

 

248,462 

Discontinued operations:

 

 

 

 

 

 

 

Income from discontinued operating properties, net of tax

 

20,379 

 

4,604 

 

6,740 

 

Loss/impairments on operating properties held for sale/sold,
   net of tax

 

(4,925)

 

(13,441)

 

(598)

 

Gain on disposition of operating properties, net of tax

 

1,932 

 

421 

 

20,018 

 

Income/(loss) from discontinued operations, net of tax

 

17,386 

 

(8,416)

 

26,160 

(Loss)/gain on transfer of operating properties

 

(57)

 

26 

 

1,195 

Gain on sale of operating properties

 

2,434 

 

3,841 

 

587 

 

Total net gain on transfer or sale of operating properties

 

2,377 

 

3,867 

 

1,782 

 

Net income

 

161,651 

 

6,061 

 

276,404 

 

Net income attributable to noncontrolling interests

 

(18,783)

 

(10,003)

 

(26,502)

 

Net income/(loss) attributable to the Company

 

142,868 

 

(3,942)

 

249,902 

 

Preferred stock dividends

 

(51,346)

 

(47,288)

 

(47,288)

 

Net income/(loss) available to common shareholders

$

91,522 

$

(51,230)

$

202,614 

Per common share:

 

 

 

 

 

 

 

Income/(loss) from continuing operations:

 

 

 

 

 

 

 

-Basic

$

0.19 

$

(0.12)

$

0.69 

 

-Diluted

$

0.19 

$

(0.12)

$

0.69 

 

Net income/(loss) attributable to the Company:

 

 

 

 

 

 

 

-Basic

$

0.22 

$

(0.15)

$

0.79 

 

-Diluted

$

0.22 

$

(0.15)

$

0.78 

Weighted average shares:

 

 

 

 

 

 

 

-Basic

 

405,827 

 

350,077 

 

257,811 

 

-Diluted

 

406,201 

 

350,077 

 

258,843 

Amounts attributable to the Company's common shareholders:

 

 

 

 

 

 

 

Income/(loss) from continuing operations, net of tax

$

79,072 

$

(42,655)

$

177,760 

 

Income/(loss) from discontinued operations

 

12,450 

 

(8,575)

 

24,854 

 

Net Income/(loss)

$

91,522 

$

(51,230)

$

202,614 


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


43



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


 

 

Year Ended December 31,

 

 

2010

 

2009

 

2008

 

 

 

 

 

 

 

Net income

$

161,651 

$

6,061 

$

276,404 

Other comprehensive income:

 

 

 

 

 

 

Change in unrealized gain/(loss) on marketable securities

 

37,006 

 

43,662 

 

(71,535)

Change in unrealized loss on interest rate swaps

 

(420)

 

(233)

 

(170)

Change in foreign currency translation adjustment

 

52,849 

 

20,658 

 

(149,836)

 

 

 

 

 

 

 

Other comprehensive income/(loss)

 

89,435 

 

64,087 

 

(221,541)

 

 

 

 

 

 

 

Comprehensive income

 

251,086 

 

70,148 

 

54,863 

Comprehensive (income)/loss attributable to noncontrolling interests

 

(35,639)

 

9,019 

 

(17,801)

Comprehensive income attributable to the Company

$

215,447 

$

79,167 

$

37,062 





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


44



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2010, 2009 and 2008

(in thousands)


 

 

Retained

Earnings/

(Cumulative

Distributions

in Excess

of Net Income)

 

Accumulated

Other

Comprehensive

Income

 

Preferred

Stock

 

Common

Stock

 

Paid-in

Capital

 

Total

Stockholders'

Equity

 

Noncontrolling

Interest

 

Total

Equity

 

Comprehensive

Income

Balance, January 1, 2008

$

180,005 

$

33,299 

$

884

$

2,528

$

3,677,509 

$

3,894,225 

$

274,916 

$

4,169,141 

 

 

Contributions from noncontrolling interests

 

 

 

-

 

-

 

 

 

92,490 

 

92,490 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

249,902 

 

 

-

 

-

 

 

249,902 

 

26,502 

 

276,404 

$

276,404 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized loss on marketable securities

 

 

(71,535)

 

-

 

-

 

 

(71,535)

 

 

(71,535)

 

(71,535)

Change in unrealized loss on interest rate swaps

 

 

(170)

 

-

 

-

 

 

(170)

 

 

(170)

 

(170)

Change in foreign currency translation adjustment

 

 

(141,135)

 

-

 

-

 

 

(141,135)

 

(8,701)

 

(149,836)

 

(149,836)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

54,863 

Redeemable noncontrolling interest

 

 

 

-

 

-

 

 

 

(7,906)

 

(7,906)

 

 

Dividends ($1.64 per common share; $1.6625 per Class F Depositary Share, and $1.9375 per Class G Depositary Share, respectively)

 

(488,069)

 

 

-

 

-

 

 

(488,069)

 

 

(488,069)

 

 

Distributions to noncontrolling interests

 

 

 

-

 

-

 

 

 

(77,460)

 

(77,460)

 

 

Unit redemptions

 

 

 

-

 

-

 

 

 

(80,000)

 

(80,000)

 

 

Issuance of units

 

 

 

-

 

-

 

 

 

1,194 

 

1,194 

 

 

Issuance of common stock

 

 

 

-

 

164

 

486,709 

 

486,873 

 

 

486,873 

 

 

Exercise of common stock options

 

 

 

-

 

19

 

41,330 

 

41,349 

 

 

41,349 

 

 

Amortization of equity awards

 

 

 

-

 

-

 

12,258 

 

12,258 

 

 

12,258 

 

 

Balance, December 31, 2008

 

(58,162)

 

(179,541)

 

884

 

2,711

 

4,217,806 

 

3,983,698 

 

221,035 

 

4,204,733 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions from noncontrolling interests

 

 

 

-

 

-

 

 

 

73,601 

 

73,601 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)/income

 

(3,942)

 

 

-

 

-

 

 

(3,942)

 

10,003 

 

6,061 

$

6,061 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain on marketable securities

 

 

43,662 

 

-

 

-

 

 

43,662 

 

 

43,662 

 

43,662 

Change in unrealized loss on interest rate swaps

 

 

(233)

 

-

 

-

 

 

(233)

 

 

(233)

 

(233)

Change in foreign currency translation adjustment

 

 

39,680 

 

-

 

-

 

 

39,680 

 

(19,022)

 

20,658 

 

20,658 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

70,148 

Redeemable noncontrolling interest

 

 

 

-

 

-

 

 

 

(6,429)

 

(6,429)

 

 

Dividends ($0.72 per common share; $1.6625 per Class F Depositary Share, and $1.9375 per Class G Depositary Share, respectively)

 

(276,634)

 

 

-

 

-

 

 

(276,634)

 

 

(276,634)

 

 

Distributions to noncontrolling interests

 

 

 

-

 

-

 

 

 

(9,626)

 

(9,626)

 

 

Issuance of units

 

 

 

-

 

-

 

 

 

126 

 

126 

 

 

Unit redemptions

 

 

 

-

 

-

 

 

 

(346)

 

(346)

 

 

Issuance of common stock

 

 

 

-

 

1,343

 

1,064,919 

 

1,066,262 

 

 

1,066,262 

 

 

Exercise of common stock options

 

 

 

-

 

1

 

1,234 

 

1,235 

 

 

1,235 

 

 

Transfers from noncontrolling interests

 

 

 

 

-

 

-

 

(11,126)

 

(11,126)

 

(4,337)

 

(15,463)

 

 

Amortization of equity awards

 

 

 

-

 

-

 

10,371 

 

10,371 

 

 

10,371 

 

 

Balance, December 31, 2009

 

(338,738)

 

(96,432)

 

884

 

4,055

 

5,283,204 

 

4,852,973 

 

265,005 

 

5,117,978 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions from noncontrolling interests

 

 

 

 

 

 

 

2,721 

 

2,721 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

142,868 

 

 

-

 

-

 

 

142,868 

 

18,783 

 

161,651 

$

161,651 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain on marketable securities

 

 

37,006 

 

-

 

-

 

 

37,006 

 

 

37,006 

 

37,006 

Change in unrealized loss on interest rate swaps

 

 

(420)

 

-

 

-

 

 

(420)

 

 

(420)

 

(420)

Change in foreign currency translation adjustment

 

 

35,993 

 

-

 

-

 

 

35,993 

 

16,856 

 

52,849 

 

52,849 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

251,086 

Redeemable noncontrolling interests

 

 

 

-

 

-

 

 

 

(6,500)

 

(6,500)

 

 

Dividends ($0.66 per common share; $1.6625 per Class F Depositary Share, $1.9375 per Class G Depositary share and $0.5798 per Class H Depositary share, respectively)

 

(319,294)

 

 

-

 

-

 

 

(319,294)

 

 

(319,294)

 

 

Distributions to noncontrolling interests

 

 

 

-

 

-

 

 

 

(64,658)

 

(64,658)

 

 

Issuance of common stock

 

 

 

-

 

3

 

4,426 

 

4,429 

 

 

4,429 

 

 

Issuance of preferred stock

 

 

 

70

 

-

 

169,114 

 

169,184 

 

 

169,184 

 

 

Exercise of common stock options

 

 

 

-

 

6

 

8,561 

 

8,567 

 

 

8,567 

 

 

Acquisition of noncontrolling interests

 

 

 

-

 

-

 

(7,196)

 

(7,196)

 

(6,763)

 

(13,959)

 

 

Amortization of equity awards

 

 

 

-

 

-

 

11,732 

 

11,732 

 

 

11,732 

 

 

Balance, December 31, 2010

$

(515,164)

$

(23,853)

$

954

$

4,064

$

5,469,841 

$

4,935,842 

$

225,444 

$

5,161,286 

 

 


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


45


KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


 

 

Year Ended December 31,

 

 

2010

 

2009

 

2008

Cash flow from operating activities:

 

 

 

 

 

 

  Net income

$

161,651 

$

6,061 

$

276,404 

  Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

    Depreciation and amortization

 

247,637 

 

227,776 

 

206,518 

    Loss on operating properties held for sale/sold/transferred

 

57 

 

285 

 

598 

    Impairment charges

 

39,121 

 

175,087 

 

147,529 

    Gain on sale of development properties

 

(2,130)

 

(5,751)

 

(36,565)

    Gain on sale/transfer of operating properties

 

(4,366)

 

(4,666)

 

(21,800)

    Equity in income of  joint ventures, net

 

(55,705)

 

(6,309)

 

(132,208)

    Income from other real estate investments

 

(39,642)

 

(30,039)

 

(79,099)

    Distributions from joint ventures

 

162,860 

 

136,697 

 

261,993 

    Cash retained from excess tax benefits

 

(103)

 

 

(1,958)

    Change in accounts and notes receivable

 

(17,388)

 

(19,878)

 

(9,704)

    Change in accounts payable and accrued expenses

 

15,811 

 

4,101 

 

(1,983)

    Change in other operating assets and liabilities

 

(27,868)

 

(79,782)

 

(42,126)

          Net cash flow provided by operating activities

 

479,935 

 

403,582 

 

567,599 

Cash flow from investing activities:

 

 

 

 

 

 

    Acquisition of and improvements to operating real estate

 

(182,482)

 

(374,501)

 

(266,198)

    Acquisition of and improvements to real estate under development

 

(41,975)

 

(143,283)

 

(388,991)

    Investment in marketable securities

 

(9,041)

 

 

(263,985)

    Proceeds from sale of marketable securities

 

30,455 

 

80,586 

 

52,427 

    Proceeds from transferred operating/development properties

 

 

 

32,400 

    Investments and advances to real estate joint ventures

 

(138,796)

 

(109,941)

 

(219,913)

    Reimbursements of advances to real estate joint ventures

 

85,205 

 

99,573 

 

118,742 

    Other real estate investments

 

(12,528)

 

(12,447)

 

(77,455)

    Reimbursements of advances to other real estate investments

 

30,861 

 

18,232 

 

71,762 

    Investment in mortgage loans receivable

 

(2,745)

 

(7,657)

 

(68,908)

    Collection of mortgage loans receivable

 

27,587 

 

48,403 

 

54,717 

    Other investments

 

(4,004)

 

(4,247)

 

(25,466)

    Reimbursements of other investments

 

8,792 

 

4,935 

 

23,254 

    Proceeds from sale of operating properties

 

238,746 

 

34,825 

 

120,729 

    Proceeds from sale of development properties

 

7,829 

 

22,286 

 

55,535 

           Net cash flow provided by (used for) investing activities

 

37,904 

 

(343,236)

 

(781,350)

Cash flow from financing activities:

 

 

 

 

 

 

    Principal payments on debt, excluding normal amortization of rental property debt

 

(226,155)

 

(437,710)

 

(88,841)

    Principal payments on rental property debt

 

(23,645)

 

(16,978)

 

(14,047)

    Principal payments on construction loan financings

 

(30,383)

 

(255,512)

 

(30,814)

    Proceeds from mortgage/construction loan financings

 

13,960 

 

433,221 

 

76,025 

    Borrowings under revolving unsecured credit facilities

 

42,390 

 

351,880 

 

812,329 

    Repayment of borrowings under unsecured revolving credit facilities

 

(53,699)

 

(928,572)

 

(281,056)

    Proceeds from issuance of unsecured term loan/notes

 

449,720 

 

520,000 

 

    Repayment of unsecured term loan/notes

 

(471,725)

 

(428,701)

 

(125,000)

    Financing origination costs

 

(5,330)

 

(13,730)

 

(3,300)

    Redemption of noncontrolling interests

 

(80,852)

 

(31,783)

 

(66,803)

    Dividends paid

 

(306,964)

 

(331,024)

 

(469,024)

    Cash retained from excess tax benefits

 

103 

 

 

1,958 

    Proceeds from issuance of stock

 

177,837 

 

1,064,444 

 

451,002 

            Net cash flow (used for) provided by financing activities

 

(514,743)

 

(74,465)

 

262,429 

        Change in cash and cash equivalents

 

3,096 

 

(14,119)

 

48,678 

Cash and cash equivalents, beginning of year

 

122,058 

 

136,177 

 

87,499 

Cash and cash equivalents, end of year

$

125,154 

$

122,058 

$

136,177 

Interest paid during the period (net of capitalized interest of $14,730, $21,465, and $28,753, respectively)

$

242,033 

$

204,672 

$

217,629 

Income taxes paid during the period

$

2,596 

$

4,773 

$

29,652 


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


46


KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Amounts relating to the number of buildings, square footage, tenant and occupancy data, joint venture debt average interest rates and terms and estimated project costs are unaudited.


1.   Summary of Significant Accounting Policies:


Business


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


The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any single property and a large tenant base.  At December 31, 2010, the Company's single largest neighborhood and community shopping center accounted for only 0.8% of the Company's annualized base rental revenues and only 1.0% of the Company’s total shopping center gross leasable area ("GLA") including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.  At December 31, 2010, the Company’s five largest tenants were The Home Depot, TJX Companies, Wal-Mart, Sears Holdings and Best Buy which represented approximately 3.0%, 2.8%, 2.4%, 2.3% and 1.6%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.


The principal business of the Company and its consolidated subsidiaries is the ownership, management, development and operation of retail shopping centers, including complementary services that capitalize on the Company’s established retail real estate expertise.  The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance.  Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP").


Principles of Consolidation and Estimates


The accompanying Consolidated Financial Statements include the accounts of Kimco Realty Corporation (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 (“VIE”) or meets certain criteria of a sole general partner or managing member in accordance with the Consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation.  


GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period.  The most significant assumptions and estimates relate to the valuation of real estate and related intangible assets and liabilities, equity method investments, marketable securities and other investments, including the assessment of impairments, as well as, depreciable lives, revenue recognition, the collectability of trade accounts receivable, realizability of deferred tax assets and the assessment of uncertain tax positions.  Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could differ from these estimates.


47



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Subsequent Events


The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its consolidated financial statements.


Real Estate


Real estate assets are stated at cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the estimated fair value to the applicable assets and liabilities. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  If, up to one year from the acquisition date, information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis.  The Company expenses transaction costs associated with business combinations in the period incurred.  


In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts 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 discounts or premiums are amortized into interest expense over the remaining term of the related debt instrument.  Unit discounts and premiums are amortized into noncontrolling interest in income, net over the period from the date of issuance to the earliest redemption date of the units.


In determining the value of in-place leases, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental revenue during the expected lease-up periods and costs to execute similar leases including leasing commissions, legal and other related costs based on current market demand.  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.


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.


48



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired.  A property value is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged) of the property over its remaining useful life is less than the net carrying value of the property.  Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors.  To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property.


Real Estate Under Development


Real estate under development represents both the ground-up development of neighborhood and community shopping center projects which may be subsequently sold upon completion and projects which the Company may hold as long-term investments.  These properties are carried at cost.  The cost of land and buildings under development includes specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of development. The Company ceases cost capitalization when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity.  If, in management’s opinion, the net sales price of assets held for resale or the current and projected undiscounted cash flows of these assets to be held as long-term investments is less than the net carrying value, the carrying value would be adjusted to an amount 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.


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.  


To recognize the character of distributions from equity investees the Company looks at the nature of the cash distribution to determine the proper character of cash flow distributions as either returns on investment, which would be included in operating activities or returns of investment, which would be included in investing activities.  


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



49



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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


Other Real Estate Investments


Other real estate investments primarily consist of preferred equity investments for which the Company provides capital to owners and developers of real estate.  The Company typically accounts for its preferred equity investments on the equity method of accounting, whereby earnings for each investment are recognized in accordance with each respective investment agreement and based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.


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


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


Mortgages and Other Financing Receivables


Mortgages and other financing receivables consist of loans acquired and loans originated by the Company. Borrowers of these loans are primarily experienced owners, operators or developers of commercial real estate.  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 under 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. The Company does not provide for an additional allowance for loan losses based on the grouping of loans as the Company believes the characteristics of the loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated individually for this purpose.


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 $3.9 million and $18.3 million as of December 31, 2010 and 2009, 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.


50



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Marketable Securities


The Company classifies its existing marketable equity securities as available-for-sale in accordance with the FASB’s Investments-Debt and Equity Securities guidance.  These securities are carried at fair market value with unrealized gains and losses reported in stockholders’ equity as a component of Accumulated other comprehensive income ("OCI"). Gains or losses on securities sold are based on the specific identification method.


All debt securities are generally classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity.  It is more likely than not that the Company will not be required to sell the debt security before its anticipated recovery and the Company expects to recover the security’s entire amortized cost basis even if the entity does not intend to sell. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity.  Debt securities which contain conversion features generally are classified as available-for-sale.  


On a continuous basis, management assesses whether there are any indicators that the value of the Company’s marketable securities may be impaired.  A marketable security is impaired if the fair value of the security is less than the carrying value of the security and such difference is deemed to be other-than-temporary.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the security over the estimated fair value in the security.


Deferred Leasing and Financing Costs


Costs incurred in obtaining tenant leases and long-term financing, included in deferred charges and prepaid expenses in the accompanying Consolidated Balance Sheets, are amortized on a straight-line basis, which approximates the effective interest method, over the terms of the related leases or debt agreements, as applicable.  Such capitalized costs include salaries 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 noncontrolling interest.  Management and other fee income, including acquisition and disposition fees, are recognized as earned under the respective agreements.  Management and other fee income related to partially owned entities are recognized to the extent attributable to the unaffiliated interest.


Gains and losses from the sale of depreciated operating property and ground-up development projects are generally recognized using the full accrual method in accordance with the FASB’s real estate sales guidance, provided that various criteria relating to the terms of sale and subsequent involvement by the Company with the properties are met.


Gains and losses on transfers of operating properties result from the sale of a partial interest in properties to unconsolidated joint ventures and are recognized using the partial sale provisions of the FASB’s real estate sales guidance.


The Company makes estimates of the uncollectability of its accounts receivable related to base rents, straight-line rent, expense reimbursements and other revenues.  The Company analyzes accounts receivable and historical bad debt levels, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.  In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.  The Company’s reported net earnings is directly affected by management’s estimate of the collectability of accounts receivable.


51



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Income Taxes


The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under Section 856 through 860 of the Code.


In connection with the RMA, which became effective January 1, 2001, the Company is permitted to participate in certain activities which it was previously precluded from in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable REIT subsidiaries under the Code.  As such, the Company is subject to federal and state income taxes on the income from these activities.


Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.  The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.


The Company reviews the need to establish a valuation allowance against deferred tax assets on a quarterly basis.  The review includes an analysis of various factors, such as future reversals of existing taxable temporary differences, the capacity for the carryback or carryforward of any losses, the expected occurrence of future income or loss and available tax planning strategies.  


The Company applies the FASB’s guidance relating to uncertainty in income taxes recognized in a company’s financial statements.  Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods.


Foreign Currency Translation and Transactions


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


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.  The accounting for changes in the fair value of the derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.  Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss


52



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.  The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting under the Derivatives and Hedging guidance issued by the FASB.


Noncontrolling Interests


The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Operations. 


Noncontrolling interests also includes amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These units have a stated redemption value or a defined redemption amount based upon the trading price of the Company’s common stock and provides the unit holders various rates of return during the holding period. The unit holders generally have the right to redeem their units for cash at any time after one year from issuance. For convertible units, the Company typically has the option to settle redemption amounts in cash or common stock.


The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Units which embody an unconditional obligation requiring the Company to redeem the units for cash at a specified or determinable date (or dates) or upon an event that is certain to occur are determined to be mandatorily redeemable under this guidance and are included as Redeemable noncontrolling interest and classified within the mezzanine section between Total liabilities and Stockholder’s equity on the Company’s Consolidated Balance Sheets. Convertible units for which the Company has the option to settle redemption amounts in cash or Common Stock are included in the caption Noncontrolling interest within the equity section on the Company’s Consolidated Balance Sheets.


Earnings Per Share


The following table sets forth the reconciliation of earnings and the weighted-average number of shares used in the calculation of basic and diluted earnings/(loss) per share (amounts presented in thousands, except per share data):


 

 

2010

 

2009

 

2008

Computation of Basic Earnings/(Loss) Per Share:

 

 

 

 

 

 

Income from continuing operations

$

141,888 

$

10,610 

$

248,462 

Total net gain on transfer or sale of operating properties

 

2,377 

 

3,867 

 

1,782 

Net income attributable to noncontrolling interests

 

(18,783)

 

(10,003)

 

(26,502)

Discontinued operations attributable to noncontrolling interests

 

4,936 

 

159 

 

1,306 

Preferred stock dividends

 

(51,346)

 

(47,288)

 

(47,288)

Income/(loss) from continuing operations available to the common shareholders

 

79,072 

 

(42,655)

 

177,760 

Earnings attributable to unvested restricted shares

 

(375)

 

(258)

 

(143)

Income/(loss) from continuing operations attributable to common shareholders

 

78,697 

 

(42,913)

 

177,617 

Income/(loss) from discontinued operations attributable to the Company

 

12,450 

 

(8,575)

 

24,854 

Net income/(loss) attributable to the Company’s common shareholders for basic earnings per share

$

91,147 

$

(51,488)

$

202,471 

 

 

 

 

 

 

 

Weighted average common shares Outstanding

 

405,827 

 

350,077 

 

257,811 


53



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




Basic Earnings/(Loss) Per Share Attributable to the Company’s Common Shareholders:

 

 

 

 

 

 

Income/(loss) from continuing operations

$

0.19

$

(0.12)

$

0.69

Income/(loss) from discontinued operations

 

0.03

 

(0.03)

 

0.10

Net income/(loss)

$

0.22

$

(0.15)

$

0.79

 

 

 

 

 

 

 

Computation of Diluted Earnings/(Loss) Per Share:

 

 

 

 

 

 

Income/(loss) from continuing operations attributable to common shareholders

$

78,697

$

(42,913)

$

177,617

Distributions on convertible units (a)

 

 

 

18

Income(loss) from continuing operations attributable to common shareholders for diluted earnings per share

 

78,697

 

(42,913)

 

177,635

Income/(loss) from discontinued operations attributable to the Company

 

12,450

 

(8,575)

 

24,854

Net Income/(loss) attributable to common shareholders for diluted earnings per share

$

91,147

$

(51,488)

$

202,489

 

 

 

 

 

 

 

Weighted average common shares outstanding – basic

 

405,827

 

350,077 

 

257,811

Effect of dilutive securities:

  Equity awards

 

374

 

 

999

  Assumed conversion of convertible units (a)

 

-

 

 

33

Shares for diluted earnings per common share

 

406,201

 

350,077 

 

258,843

 

 

 

 

 

 

 

Diluted Earnings/(Loss) Per Share Attributable to the Company’s Common Shareholders:

 

 

 

 

 

 

Income/(loss) from continuing operations

$

0.19

$

(0.12)

$

0.69

Income/(loss) from discontinued operations

 

0.03

 

(0.03)

 

0.09

Net income/(loss)

$

0.22

$

(0.15)

$

0.78


(a)    The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Income/(loss) from continuing operations 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 12,085,874, 15,870,967 and 13,731,767, stock options that were anti-dilutive as of December 31, 2010, 2009 and 2008, respectively.


Stock Compensation


The Company maintains two equity participation plans, the Second Amended and Restated 1998 Equity Participation Plan (the “Prior Plan”) and the 2010 Equity Participation Plan (the “2010 Plan”) (collectively, the “Plans”).  The Prior Plan provides for a maximum of 47,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options and restricted stock grants.  The 2010 Plan provides for a maximum of 5,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options, restricted stock, performance awards and other awards, plus the number of shares of common stock which are or become available for issuance under the Prior Plan and which are not thereafter issued under the Prior Plan, subject to certain conditions.   Unless otherwise determined by the Board of Directors at its sole discretion, options granted under the Plans generally vest ratably over a range of three to five years, expire ten years from the date of grant and are exercisable at the market price on the date of grant. Restricted stock grants generally vest (i) 100% on the fourth or fifth anniversary of the grant, (ii) ratably over three or four years or (iii) over three years at 50% after two years and 50% after the third year.  Performance share awards may provide a right to receive shares of restricted stock based on the Company’s performance relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors.  In addition, the Plans provide for the granting of certain options and restricted stock to each of the Company’s non-employee directors (the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.


54



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees, be recognized in the statement of operations over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date. (See footnote 23 for additional disclosure on the assumptions and methodology.)


New Accounting Pronouncements


For the year ended December 31, 2009, four of the Company’s joint venture investments were considered significant subsidiaries of the Company based upon reaching certain income thresholds per the Securities and Exchange Commission (“SEC”) Regulation S-X Rule 3-09.  The Company’s equity in income from these joint ventures for the year ended December 31, 2009, exceeded 20% of the Company’s income from continuing operations, based upon the calculations as then prescribed by the SEC, as such the Company had included audited financial statements of these four joint ventures as exhibits to the 2009 annual report on Form 10-K.  During 2010, the SEC revised it’s guidance on the calculation of the income thresholds per the SEC Regulation S-X Rule 3-09.  Such revisions, include, but are not limited to, excluding other-than-temporary impairments in the numerator and permitting averaging of the past five years even in a year of losses. The SEC stated that such revisions are to be applied retrospectively.  Based on the recent revisions and retrospective application of the SEC guidance to the calculations surrounding SEC Regulation S-X Rule 3-09, the Company’s joint venture investments do not reach any of the thresholds per the SEC Regulation S-X Rule 3-09 for the years ended December 31, 2010, 2009 and 2008.  As such the Company is not required to file audited financial statements of these four or any other joint ventures as exhibits to this annual report on Form 10-K.   Furthermore, the Company is not required to provide summarized financial data on its investments due to these revisions prescribed for by the SEC for the years ended December 31, 2010, 2009 and 2008.


In July 2010, FASB issued ASU 2010-20, "Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses," ("ASU 2010-20"), which outlines specific disclosures that will be required for the allowance for credit losses and all finance receivables. Finance receivables includes loans, lease receivables and other arrangements with a contractual right to receive money on demand or on fixed or determinable dates that is recognized as an asset on an entity's statement of financial position. ASU 2010-20 will require companies to provide disaggregated levels of disclosure by portfolio segment and class to enable users of the financial statement to understand the nature of credit risk, how the risk is analyzed in determining the related allowance for credit losses and changes to the allowance during the reporting period. Required disclosures under ASU 2010-20 as of the end of a reporting period are effective for the Company's December 31, 2010 reporting period and disclosures regarding activities during a reporting period are effective for the Company's March 31, 2011 interim reporting period. The Company has incorporated the required disclosures within this Annual Report on Form 10-K where deemed applicable.


In June 2009, the FASB issued Transfers and Servicing guidance, which amends the previous derecognition guidance and eliminates the exemption from consolidation for qualifying special-purpose entities. This guidance is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. This guidance was effective for the Company beginning in the first quarter 2010. The Company’s adoption of this guidance did not have a material effect on the Company’s financial position or results of operations.


In June 2009, the FASB issued Consolidation guidance, which amends the previous consolidation guidance applicable to variable interest entities. The amendments significantly affect the overall consolidation analysis previously required. This guidance was effective for the Company beginning in the first quarter 2010.  The adoption of this guidance did not have a material effect on the Company’s financial position or results of operations.


Reclassifications


The following reclassifications have been made to the Company’s 2009 and 2008 Consolidated Statements of Operations and the 2009 Consolidated Balance Sheet to conform to the 2010 presentation: (i) a reclass of foreign taxes from other (expense)/income, net to the (provision)/benefit for income taxes, net, (ii) a reclass of land improvements from building and improvements to land and (iii) a partial reclass of a net foreign deferred tax asset, including a valuation allowance, from other assets to an uncertain tax position liability, which is classified within other liabilities (see Note 24).


55



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




2.   Impairments:


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 assets (including any related amortizable intangible assets or liabilities) may be impaired.  To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset.


During 2008 and 2009, volatile economic conditions resulted in declines in the real estate and equity markets. Increases in capitalization rates, discount rates and vacancies as well as deterioration of real estate market fundamentals impacted net operating income and leasing which further contributed to declines in real estate markets in general.  During 2010, the U.S. economic and market conditions stabilized and capitalization rates, discount rates and vacancies had improved; however remaining overall declines in market conditions continued to have a negative effect on certain transactional activity as it related to select real estate assets and certain marketable securities.


As a result of the volatility and declining market conditions described above, as well as the Company’s strategy to dispose of certain of its non-retail assets, the Company recognized impairment charges for the years ended December 31, 2010, 2009 and 2008 as follows (in millions):


 

 

2010

 

2009

 

2008

Impairment of property carrying values (including amounts within discontinued operations)

$

8.7

$

50.0

$

-

Real estate under development

 

11.7

 

2.1

 

13.6

Investments in other real estate investments

 

13.4

 

49.2

 

-

Marketable securities and other investments

 

5.3

 

30.1

 

118.4

Investments in real estate joint ventures

 

-

 

43.7

 

15.5

Total gross impairment charges

 

39.1

 

175.1

 

147.5

Noncontrolling interests

 

(0.1)

 

(1.2)

 

(1.6)

Income tax benefit

 

(7.6)

 

(22.5)

 

(31.1)

Total net impairment charges

$

31.4

$

151.4

$

114.8


In addition to the impairment charges above, the Company recognized impairment charges during 2010, 2009 and 2008 of approximately $28.3 million, before an income tax benefit of approximately $3.2 million, approximately $38.7 million, before an income tax benefit of approximately $11.0 million, and $11.2 million, before an income tax benefit of approximately $4.5 million, respectively, relating to certain properties held by various unconsolidated joint ventures in which the Company holds noncontrolling interests. These impairment charges are included in Equity in income of joint ventures, net in the Company’s Consolidated Statements of Operations. 


The Company will continue to assess the value of its assets on an on-going basis.  Based on these assessments, the Company may determine that one or more of its assets may be impaired due to a decline in value and would therefore write-down its cost basis accordingly (see Notes 6, 8, 9, 11, and 12).


56



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



3.   Real Estate:


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


 

 

December 31,

 

 

2010

 

2009

Land

$

1,742,425 

$

1,831,374 

Undeveloped Land

 

94,923 

 

106,054 

Buildings and improvements:

 

 

 

 

Buildings

 

4,387,144 

 

4,411,565 

Building improvements

 

972,086 

 

1,103,798 

Tenant improvements

 

699,242 

 

669,540 

Fixtures and leasehold improvements

 

55,611 

 

48,008 

Other rental property (1)

 

306,322 

 

246,217 

 

 

8,257,753 

 

8,416,556 

Accumulated depreciation and amortization

 

(1,549,380)

 

(1,343,148)

Total

$

6,708,373 

$

7,073,408 


(1) At December 31, 2010 and 2009, Other rental property consisted of intangible assets including $196,124 and $162,477 respectively, of in-place leases, $21,704 and $21,851 respectively, of tenant relationships, and $88,494 and $61,889 respectively, of above-market leases.


In addition, at December 31, 2010 and 2009, the Company had intangible liabilities relating to below-market leases from property acquisitions of approximately $164.9 million and $196.2 million, respectively.  These amounts are included in the caption Other liabilities in the Company’s Consolidated Balance Sheets.  The estimated net amortization expense associated with the Company’s intangible assets and liabilities for the next five years are as follows (in millions): 2011, $26.8; 2012, $21.3; 2013, $16.3; 2014, $6.4 and 2015, $2.6.


4.   Property Acquisitions, Developments and Other Investments:


Operating property acquisitions, ground-up development costs and other investments have been funded principally through the application of proceeds from the Company's public equity and unsecured debt issuances, proceeds from mortgage and construction financings, availability under the Company’s revolving lines of credit and issuance of various partnership units.


Operating Properties


Acquisition of Operating Properties –


During the year ended December 31, 2010, the Company acquired, in separate transactions, 10 operating properties, an additional joint venture interest and two land parcels comprising an aggregate 1.7 million square feet of a GLA, for an aggregate purchase price of approximately $251.3 million including the assumption of approximately $138.8 million of non-recourse mortgage debt encumbering seven of the properties.  Details of these transactions are as follows (in thousands):


 

 

 

 

 

 

Purchase Price

Property Name

 

Location

 

Month

Acquired

 

Cash/Net Assets and Liabilities

 

Debt

Assumed

 

Total

 

GLA

Foothills Mall

 

Tucson, AZ

 

Jan-10 (1)

$

9,063

$

77,162

$

86,225

 

515

Kenneth Hahn

 

Los Angeles, CA

 

Mar-10 (2)

 

8,563

 

-

 

8,563

 

165

Wexford

 

Pittsburgh, PA

 

June-10 (3)

 

1,657

 

12,500

 

14,157

 

142

Riverplace S.C.

 

Jacksonville, FL

 

Aug-10

 

35,560

 

-

 

35,560

 

257

Cave Springs S.C. – land parcel

 

Lemay, MI

 

Sep-10 (4)

 

510

 

-

 

510

 

-

Woodruff Shopping Center

 

Greenville, SC

 

Nov-10

 

18,380

 

-

 

18,380

 

116


57



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

 

 

 

 

 

Purchase Price

Property Name

 

Location

 

Month

Acquired

 

Cash/Net Assets and Liabilities

 

Debt

Assumed

 

Total

 

GLA

Haverhill Plaza

 

Haverhill, MA

 

Nov-10 (5)

 

3,307

 

7,099

 

10,406

 

63

Midtown Commons

 

Knightdale, NC

 

Dec-10

 

23,840

 

-

 

23,840

 

137

Chevron Parcel

 

Miami, FL

 

 Dec-10 (4)

 

1,700

 

-

 

1,700

 

2

Dunhill - 4 Properties

 

Various, LA

 

Dec-10 (6)

 

9,957

 

42,007

 

51,964

 

328

 

 

 

 

Total

$

112,537

$

138,768

$

251,305

 

1,725


(1)

The Company acquired this property from a preferred equity investment in which the Company held a noncontrolling interest. There was no gain or loss recognized in connection with this change in control. The $77.2 million of assumed debt includes a decrease of approximately $3.8 million associated with a fair value debt adjustment relating to the property’s purchase price allocation. During August 2010, the Company sold all of its interest in this property, see disposition discussion below.

(2)

The Company acquired this property through the purchase of an additional ownership interest in a joint venture in which the Company had previously held an 11.25% noncontrolling ownership interest.  As a result of this transaction the Company now holds a 75% controlling interest and consolidates this entity. There was no gain or loss recognized in connection with this change in control.

(3)

The Company acquired this property from a joint venture in which the Company holds a 15% noncontrolling ownership interest. The debt assumed is a non-recourse mortgage which bears interest at a rate of 5.54% and is scheduled to mature in 2016.  The mortgage also provides the lender with 50% of the excess cash flow, if any, up to $8.7 million after the Company receives its invested capital plus a stated return.  There was no gain or loss recognized in connection with this change in control.

(4)

The Company purchased these adjacent land parcels next to existing properties that the Company currently owns.

(5)

The Company took over control of this property from a preferred equity investment in which the Company held a noncontrolling interest and therefore now consolidates this entity.  There was no gain or loss recognized in connection with this change in control.

(6)

The Company acquired these properties from three preferred equity investments in which the Company held noncontrolling interests.  The $42.0 million of assumed debt includes a decrease of approximately $0.6 million associated with a fair value debt adjustment relating to the property’s purchase price allocation.  There were no gains or losses recognized in connection with these changes in control.


During the year ended December 31, 2009, the Company acquired, in separate transactions, 33 operating properties, comprising an aggregate 6.8 million square feet of a GLA, for an aggregate purchase price of approximately $955.4 million including the assumption of approximately $577.6 million of non-recourse mortgage debt encumbering 21 of the properties and $50.0 million in preferred stock.  Details of these transactions are as follows (in thousands):


 

 

 

 

 

 

Purchase Price

 

 

Property Name

 

Location

 

Month

Acquired

 

Cash/Net Assets and Liabilities

 

Debt/

Preferred

Stock

Assumed

 

Total

 

GLA

Novato Fair

 

Novato, CA

 

Jul-09 (1)

$

9,902

$

13,524

$

23,426

 

125

Canby Square

 

Canby, OR

 

Oct-09 (2)

 

7,052

 

-

 

7,052

 

116

Garrison Square

 

Vancouver, WA

 

Oct-09 (2)

 

3,535

 

-

 

3,535

 

70

Oregon Trail Center

 

Gresham, OR

 

Oct-09 (2)

 

18,135

 

-

 

18,135

 

208

Pioneer Plaza

 

Springfield, OR

 

Oct-09 (2)

 

9,823

 

-

 

9,823

 

96

Powell Valley Junction

 

Gresham, OR

 

Oct-09 (2)

 

5,062

 

-

 

5,062

 

107

Troutdale Market

 

Troutdale, OR

 

Oct-09 (2)

 

4,809

 

-

 

4,809

 

90

Angels Camp

 

Angels Camp, CA

 

Nov-09 (2)

 

6,801

 

-

 

6,801

 

78

Albany Plaza

 

Albany, OR

 

Nov-09 (2)

 

6,075

 

-

 

6,075

 

110

Elverta Crossing

 

Antelope, CA

 

Nov-09 (2)

 

8,765

 

-

 

8,765

 

120

Park Place

 

Vallejo, CA

 

Nov-09 (2)

 

15,655

 

-

 

15,655

 

151

Medford, Center

 

Medford, OR

 

Nov-09 (2)

 

21,158

 

-

 

21,158

 

335

PL Retail, LLC Acquisition

 

Various

 

Nov-09 (3)

 

210,994

 

614,081

 

825,075

 

5,160

 

 

Total Acquisitions

 

 

$

327,766

$

627,605

$

955,371

 

6,766


(1)

The Company acquired this property from a joint venture in which the Company had a 10% noncontrolling ownership interest.  This transaction resulted in a gain of approximately $0.3 million as a result of remeasuring the Company’s 10% noncontrolling equity interest to fair value.

(2)

The Company acquired these 11 properties from a joint venture in which the Company had a 15% noncontrolling ownership interest.  These transactions resulted in an aggregate gain of approximately $0.1 million as a result of remeasuring the Company’s 15% noncontrolling equity interest to fair value.

(3)

The Company purchased the remaining 85% interest in PL Retail LLC, an entity that indirectly owns through wholly-owned subsidiaries 21 shopping centers, in which the Company held a 15% noncontrolling interest prior to this transaction.  The 21 shopping centers comprise approximately 5.2 million square feet of GLA are located in California (8 assets; 27% of GLA), Florida (6 assets; 42% of GLA), the Phoenix, Arizona metro area (2 assets; 7.3% of GLA), New Jersey (2), Long Island, New York (1), Arlington, Virginia, near metro Washington, D.C. (1) and Greenville, South Carolina (1).  The Company paid a purchase price equal to approximately $175.0 million, after customary adjustments



58



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



and closing prorations, which was equivalent to 85% of PL Retail LLC’s gross asset value, which equaled approximately $825 million, less the assumption of $564 million of non-recourse mortgage debt encumbering 20 properties and $50 million of perpetual preferred stock.  The purchase price includes approximately $20 million for the purchase of development rights for one shopping center.  Subsequent to the acquisition of these properties, the Company repaid an aggregate of approximately $269 million of the non-recourse mortgage debt which encumbered 10 properties.  This transaction resulted in a gain of approximately $7.6 million as a result of remeasuring the Company’s 15% noncontrolling equity interest to fair value.  


The aggregate purchase price of the above 2010 and 2009 property acquisitions have been allocated to the tangible and intangible assets and liabilities of the properties in accordance with the FASB’s Business Combinations guidance, at the date of acquisition, based on evaluation of information and estimates available at such date. The total aggregate fair value was allocated as follows (in thousands):


 

 

2010

 

2009

Land

$

62,475 

$

317,052 

Buildings

 

134,929 

 

383,666 

Below Market Rents

 

(8,615)

 

(52,982)

Above Market Rents

 

7,613 

 

38,681 

In-Place Leases

 

15,473 

 

34,042 

Other Intangibles

 

22 

 

12,602 

Building Improvements

 

36,161 

 

182,318 

Tenant Improvements

 

9,712 

 

27,664 

Mortgage Fair Value Adjustment

 

(4,446) 

 

1,670 

Other Assets

 

2,123 

 

20,088 

Other Liabilities

 

   (1,287)

 

(9,430)

Noncontrolling Interest

 

   (2,855)

 

 

$

251,305 

$

955,371 


Ground-Up Development -


The Company is engaged in ground-up development projects which consist of (i) U.S. ground-up development projects which will be held as long-term investments by the Company and (ii) various ground-up development projects located in Latin America for long-term investment.  During 2009, the Company changed its merchant building business strategy from a sale upon completion strategy to a long-term hold strategy. Those properties previously considered merchant building have been either placed in service as long-term investment properties or included in U.S. ground-up development projects. The ground-up development projects generally have significant pre-leasing prior to the commencement of construction. As of December 31, 2010, the Company had in progress a total of six ground-up development projects, consisting of (i) two ground-up development projects located in the U.S., (ii) two ground-up development projects located in Mexico, (iii) one ground-up development project located in Chile and (iv) one ground-up development project located in Brazil.


During the years ended December 31, 2010 and 2009, the Company expended approximately $13.2 million and $9.9 million, respectively, to purchase its partners noncontrolling partnership interests in four and five of its ground-up development  projects, respectively.  Since there was no change in control, these transactions resulted in an adjustment to the Company’s Paid-in capital of approximately $8.2 million and $7.2 million for the years ended December 31, 2010 and 2009, respectively.


Long-term Investment Projects -


During 2009, the Company acquired a land parcel located in Rio Claro, Brazil through a newly formed joint venture in which the Company has a 70% controlling ownership interest for a purchase price of 3.3 million Brazilian Reals (approximately USD $1.5 million).  This parcel will be developed into a 48,000 square foot retail shopping center.  Due to future commitments from the partners to fund construction costs throughout the construction period the Company has determined 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.  


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Kimsouth -


During 2009, the Company acquired the remaining 7.5% interest in Kimsouth Realty Inc. (“Kimsouth”) for approximately $5.5 million making Kimsouth a wholly-owned subsidiary of the Company. Since there was no change in control, this transaction resulted in an adjustment to the Company’s Paid-in capital of approximately $3.9 million.


Kimsouth holds a 15% noncontrolling interest in a joint venture with an investment group which owns a portion of Albertson’s Inc.  During 2010, the Albertson’s joint venture disposed of 23 operating properties for an aggregate sales price of $126.5 million, resulting in a gain of approximately $91.7 million.  Kimsouth’s share was approximately $12.3 million and is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations.  Additionally, during 2010, the Albertson’s joint venture sold 32 operating properties in a sales leaseback transaction for an aggregate sales price of approximately $266.0 million.  The sales leaseback transaction resulted in a deferred gain of approximately $262.4 million which will be recognized over the 20-year lease term.  Kimsouth’s share of this deferred gain is approximately $35.2 million.  In connection with these transactions, Kimsouth received a total distribution of approximately $34.7 million.  As a result of this distribution, the Company recognized additional income of approximately $1.3 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.  


Kimco Income Fund II (“KIF II”) -


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% noncontrolling ownership interest in the entity to third parties for approximately $32.5 million, which approximated the Company’s cost.  


During the year ended December 31, 2010, the Company purchased an additional 1.62% partnership interest in KIF II from one of its investors for approximately $0.8 million. As a result of this transaction the Company now holds a 75.28% controlling interest in KIF II and continues to consolidate this entity.  Since there was no change in control from this transaction, the purchase of the additional partnership interest resulted in an adjustment to the Company’s Paid-in capital of approximately $1.0 million.


FNC Realty Corporation –


During July 2010, the Company acquired an additional 3.6% interest in FNC Realty Corporation (“FNC”) for $3.5 million, which increased the Company’s total controlling ownership interest to approximately 56.6%.  The Company had previously and continues to consolidate this entity.


During the year ended December 30, 2010, FNC disposed of four properties, in separate transactions, for an aggregate sales price of approximately $6.5 million which resulted in a pre-tax profit of approximately $0.5 million, before noncontrolling interest.  This income has been recorded as Income from other real estate investments in the Company’s Consolidated Statements of Operations.  


During 2009, FNC disposed of two properties, in separate transactions, for an aggregate sales price of approximately $2.4 million.  These transactions resulted in an aggregate pre-tax profit of approximately $0.9 million, before noncontrolling interest of $0.5 million. This income has been recorded as Income from other real estate investments in the Company’s Consolidated Statements of Operations.


60



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




During 2008, FNC 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 noncontrolling interest of $1.0 million. This income has been recorded as Income from other real estate investments in the Company’s Consolidated Statements of Operations.


5.   Dispositions of Real Estate:


Operating Real Estate –


During 2010, the Company (i) sold seven operating properties, which were previously consolidated, to two new joint ventures in which the Company holds noncontrolling equity interests for an aggregate sales price of approximately $438.1 million including the assignment of $159.9 million of non-recourse mortgage debt encumbering three of the properties and (ii) disposed of, in separate transactions, seven operating properties for an aggregate sales price of approximately $100.5 million including the assignment of $81.0 million of non-recourse mortgage debt encumbering one of the properties.  These transactions resulted in aggregate gains of approximately $4.4 million and aggregate losses/impairments of approximately $5.0 million.


Additionally, during 2010, the Company disposed of (i) three properties, in separate transactions, for an aggregate sales price of approximately $23.8 million and (ii) five properties from a consolidated joint venture in which the Company had a preferred equity investment for a sales price of approximately $40.8 million.  These transactions resulted in an aggregate profit participation of approximately $20.8 million, before income tax of approximately $1.0 million and noncontrolling interest of approximately $4.9 million.  This profit participation has been recorded as Income from other real estate investments and is reflected in Income from discontinued operating properties, net of tax in the Company’s Consolidated Statements of Operations.


During 2010, the Company also disposed of, in separate transactions, nine land parcels for an aggregate sales price of approximately $25.6 million which resulted in an aggregate gain of approximately $3.4 million. This gain is included in Other (expense)/income, net in the Company’s Consolidated Statements of Operations.


During 2009, the Company disposed of, in separate transactions, portions of six operating properties and one land parcel for an aggregate sales price of approximately $28.9 million. The Company provided seller financing for two of these transactions aggregating approximately $1.4 million, which bear interest at 9% per annum and are scheduled to mature in January and March of 2012.  The Company evaluated these transactions pursuant to the FASB’s real estate sales guidance. These seven transactions resulted in the Company’s recognition of an aggregate net gain of approximately $4.1 million, net of income tax of $0.2 million.


Also during 2009, a consolidated joint venture in which the Company has a controlling interest disposed of a parcel of land for approximately $4.8 million and recognized a gain of approximately $4.4 million, before income taxes and noncontrolling interest. This gain has been recorded as Other (expense)/income, net in the Company’s Consolidated Statements of Operations.


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 above.


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 bore interest at 10% per annum and was scheduled to mature on May 1, 2011.  Due to the terms of this financing, the Company deferred its gain of $3.7 million from this sale.  During 2010, the third party mortgage lender foreclosed on this property and the buyer paid the Company $0.3 million to settle the Company’s loan.  As such, the Company wrote-off the remaining $3.8 million balance on the mortgage receivable and released the deferred gain of $3.7 million, which resulted in a net loss to the Company of approximately $0.1 million, which is included in Discontinued operations on the Company’s Consolidated Statements of Operations.


61



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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 noncontrolling 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 Operations.


Ground-up Development –


During 2010, the Company disposed of a land parcel for a sales price of approximately $0.8 million resulting in a gain of approximately $0.4 million.  Additionally, the Company recognized approximately $1.7 million in income on previously sold development properties during the year ended December 31, 2010.  


During 2009, the Company sold, in separate transactions, five out-parcels, four land parcels and three ground leases for aggregate proceeds of approximately $19.4 million.  These transactions resulted in gains on sale of development properties of approximately $5.8 million, before income taxes of $2.3 million.


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 $36.6 million, before income taxes of $14.6 million.


6.   Adjustment of Property Carrying Values and Real Estate Under Development:


Impairments -


During 2010, the Company recognized aggregate impairment charges of approximately $8.7 million, of which approximately $5.2 million is classified as discontinued operations on the Company’s Consolidated Statement of Operations, relating to its investment in seven properties.  Four of these properties were sold during 2010 and one of these properties is classified as held-for-sale as of December 31, 2010.   The estimated individual fair value of these properties is based upon purchase prices and current purchase price offers.


Additionally, during 2010, the Company had determined that one of its unconsolidated joint ventures’ ground-up development projects, located in Miramar, FL, estimated recoverable value will not exceed its estimated cost.  As a result, the Company recorded an aggregate pre-tax other-than-temporary impairment on its investment of $11.7 million, representing the excess of the investment’s carrying value over its estimated fair value.


During 2009, as part of the Company’s ongoing impairment assessment, the Company determined that there were certain redevelopment mixed-use properties with estimated recoverable values that would not exceed their estimated costs.  As a result, the Company recorded an aggregate impairment of property carrying values of approximately $50.0 million, representing the excess of the carrying values of 10 properties, primarily located in Philadelphia, Chicago, New York and Boston, over their estimated fair values.  


Additionally, during 2009, the Company determined that there was one ground-up development project with an estimated recoverable value that would not exceed its estimated cost.  As a result, the Company recorded an impairment of approximately $2.1 million, representing the excess of the carrying value of the project over its estimated fair value.  


During 2008, the Company had determined that for two of its ground-up development projects, located in Middleburg, FL and Miramar, FL, the estimated recoverable value will not exceed their estimated cost.  As a result, the Company 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.


These impairments were primarily due to declines in real estate fundamentals along with adverse changes in local market conditions and the uncertainty of their recovery.  The Company’s estimated fair values were based upon estimated sales prices or, where applicable, projected operating cash flows (discounted and unleveraged) of the property over its specified holding period. Such cash flow projections consider factors such as expected future operating income, trends


62



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



and prospects, as well as the effects of demand, competition and other factors.  Capitalization rates and discount rates utilized in these models were based upon rates that the Company believes to be within a reasonable range of current market rates for the respective properties.


7.   Discontinued Operations and Assets Held-for-Sale:


The Company reports as discontinued operations assets held-for-sale as of the end of the current period and assets sold during the period.  All results of these discontinued operations are included in a separate component of income on the Consolidated Statements of Operations under the caption Discontinued operations.  This has resulted in certain reclassifications of 2010, 2009 and 2008 financial statement amounts.


The components of Income from discontinued operations for each of the three years ended December 31, 2010, are shown below.  These include the results of operations through the date of each respective sale for properties sold during 2010, 2009 and 2008 (in thousands):


 

 

2010

 

2009

 

2008

Discontinued operations:

 

 

 

 

 

 

Revenues from rental property

$

23,487 

$

13,545 

$

13,863 

Rental property expenses

 

(7,508)

 

(3,767)

 

(3,336)

Depreciation and amortization

 

(9,163)

 

(1,169)

 

(3,402)

Interest expense

 

(6,072)

 

(1,860)

 

(509)

Income from other real estate investments

 

20,809 

 

10 

 

2,472 

Other expense, net

 

(767)

 

(2,159)

 

(1,080)

 

 

 

 

 

 

 

Income from discontinued operating properties, before income taxes

 

20,786 

 

4,600 

 

8,008 

 

 

 

 

 

 

 

Loss on operating properties held-for-sale/sold, before income taxes

 

(35)

 

(174)

 

(598)

 

 

 

 

 

 

 

Impairment of property carrying value

 

(5,211)

 

(13,300)

 

 

 

 

 

 

 

 

Gain on disposition of operating properties, before income taxes

 

1,932 

 

689 

 

20,018 

 

 

 

 

 

 

 

Provision for income taxes

 

(86)

 

(231)

 

(1,268)

 

 

 

 

 

 

 

Income/(loss) from discontinued operating properties

 

17,386 

 

(8,416)

 

26,160 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

(4,936)

 

(159)

 

(1,306)

Income/(loss) from discontinued operations attributable to the Company

$

12,450 

$

(8,575)

$

24,854 


During 2010, the Company classified as held-for-sale 12 operating properties comprising approximately 0.5 million square feet of GLA.  The book value of each of these properties aggregated approximately $40.5 million, net of accumulated depreciation of $11.9 million. The Company recognized impairment charges of approximately $5.2 million, before income tax benefit, on seven of these properties. The individual book value of the five remaining properties did not exceed each of their estimated fair values less costs to sell. The Company’s determination of the fair value of the 12 properties, aggregating approximately $66.1 million, was based upon executed contracts of sale with third parties.  The Company completed the sale of eleven of these properties during 2010.  The remaining property held-for-sale has a book value of approximately $4.4 million and is included in Other Assets on the Company’s Consolidated Balance Sheets.  


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 had been recorded. The Company’s determination of the fair value for these properties, aggregating approximately $28.6 million, was based upon executed contracts of sale with third parties less estimated selling costs.  During 2009 and 2008, the Company reclassified one property previously classified as held-for-sale into held-for-use and completed the sale of three of these properties.


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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



8.   Investment and Advances in Real Estate Joint Ventures:


The Company and its subsidiaries have investments in and advances to various real estate joint ventures.  These joint ventures are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases.  The Company and the joint venture partners have joint approval rights for major decisions, including those regarding property operations.  As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of accounting.  The table below presents joint venture investments for which the Company held an ownership interest at December 31, 2010 and 2009 (in millions, except number of properties):


As of and for the year ended December 31, 2010

Venture

Average

Ownership

Interest

Number of

Properties

Total

GLA

Gross

Investment

In Real

Estate

The

Company's

Investment

The Company's

Share of

Income/(Loss)

Prudential Investment Program (“KimPru” and “KimPru II”) (1) (3) (5)

15.00%

*

65

11.3

$  2,915.1

 $   145.3

$ (18.4)

Kimco Income Opportunity Portfolio (“KIR”) (3)

45.00%

 

59

12.6

1,546.6

156.1

19.8

UBS Programs (3)

17.90%

*

43

6.3

1,366.6

68.3

1.2

BIG Shopping Centers (3) (5)

36.50%

*

22

3.5

507.2

42.4

(1.2)

Canadian Pension Plan (3)

55.00%

 

5

2.1

378.1

115.1

3.2

Kimco Income Fund (3)

15.20%

 

12

1.5

281.7

12.4

1.0

SEB Immobilien (3)

15.00%

 

11

1.5

300.1

3.4

0.8

Other Institutional Programs (3)

Various

 

68

4.9

838.1

35.1

0.1

RioCan

50.00%

 

45

9.3

1,380.7

61.5

18.6

Intown

(4)

 

138

N/A

820.1

99.4

(6.0)

Latin America

Various

 

130

17.3

1,191.1

344.8

10.4

Other Joint Venture Programs

Various

 

91

13.1

2,029.3

299.0

26.2

Total

 

 

689

83.4

$ 13,554.7

$ 1,382.8

$  55.7


As of and for the year ended December 31, 2009

Venture

Average

Ownership

Interest

Number of

Properties

Total

GLA

Gross

Investment

In Real

Estate

The

Company's

Investment

The Company's

Share of

Income/(Loss)

KimPru and KimPru II (1) (3)

15.00%

*

97 (5)

16.3

$3,848.5

$135.8

$(36.1)

KIR (3)

45.00%

 

61

13.0

1,573.3

164.8

14.0

UBS Programs (3)

17.90%

*

43

6.2

1,366.5

71.3

0.4

PL Retail (2)(3)

-

 

-

-

-

-

6.1

Kimco Income Fund (3)

15.20%

 

12

1.5

280.6

12.2

1.1

SEB Immobilien (3)

15.00%

 

10

1.4

275.7

-

1.2

Other Institutional Programs (3)

Various

 

64

4.3

726.2

35.3

3.7

RioCan

50.00%

 

45

9.3

1,299.4

78.4

15.5

Intown

(4)

 

138

N/A

814.0

111.8

(9.2)

Latin America

Various

 

124

14.9

992.2

327.7

10.9

Other Joint Venture Programs

Various

 

80

10.3

1,691.9

166.3

(1.3)

Total

 

 

674

77.2

$12,868.3

$1,103.6

$6.3


* Ownership % is a blended rate


(1)   This venture represents four separate joint ventures, with four separate accounts managed by Prudential Real Estate Investors (“PREI”), three of these ventures are collectively referred to as KimPru and the remaining venture is referred to as KimPru II.

(2)   During November 2009, the 85% owner in PL Retail sold its interest to the Company.  At the time of the transaction, PL Retail indirectly owned through wholly-owned subsidiaries 21 shopping centers, comprising approximately 5.2 million square feet of GLA, in which the Company held a 15% noncontrolling interest just prior to this transaction. The Company paid a purchase price equal to approximately $175.0 million, after customary adjustments and closing prorations, which was equivalent to 85% of PL Retail LLC’s gross asset value, which equaled approximately $825 million, less the assumption of $564 million of non-recourse mortgage debt encumbering 20 properties and $50 million of perpetual preferred stock.  This transfer resulted in an aggregate net gain of approximately $57.5 million of which the Company’s share was approximately $8.6 million. As a result of this transaction the Company now consolidates this entity.


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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




(3)   The Company manages these portfolios and, where applicable, earns acquisition fees, leasing commissions, property management fees, assets management fees and construction management fees.  

(4)   The Company’s share of this investment is subject to fluctuation and is dependent upon property cash flows.

(5)   During 2010 KimPru and KimPru II sold 24 properties to four new joint ventures, in which the Company has a noncontrolling ownership interest, including the BIG Shopping Centers joint venture.


The table below presents debt balances within the Company’s joint venture investments for which the Company held noncontrolling ownership interests at December 31, 2010 and 2009 (in millions, except average remaining term):


 

As of December 31, 2010

 

As of December 31, 2009

Venture

Mortgages

and

Notes

Payable

Average

Interest Rate

Average

Remaining

Term

(months)**

 

Mortgages

and

Notes

Payable

Average

Interest Rate

Average

Remaining

Term

(months)**

KimPru and KimPru II (1)

$1,388.0

5.56%

59.8

 

$2,287.0

4.98%

63.3

KIR

954.7

6.54%

53.1

 

991.5

6.80%

51.4

UBS Programs

733.6

5.70%

54.8

 

746.4

5.70%

66.8

BIG Shopping Centers

407.2

5.47%

72.5

 

  -

   -

  -

Canadian Pension Plan

168.7

4.45%

39.3

 

   -

  -

   -

Kimco Income Fund

167.8

5.45%

44.7

 

169.2

5.47%

51.4

SEB Immobilien

193.5

5.67%

71.4

 

193.5

5.67%

83.4

RioCan

968.5

5.84%

52.0

 

899.4

5.94%

61.1

Intown

628.0

5.19%

46.8

 

633.9

5.17%

63.7

Other Institutional Programs

550.8

5.08%

56.6

 

453.2

5.63%

65.7

Other Joint Venture Programs

1,801.8

5.08%

20.9

 

1,582.6

5.31%

59.9

Total

$7,962.6

 

 

 

$7,956.7

 

 


** Average Remaining term includes extensions


Prudential Investment Program -


During 2010, KimPru recognized impairment charges of approximately $139.7 million relating to 17 properties that were classified as held-for-sale where the aggregate net book value of the properties exceeded the aggregate estimated selling price. The Company had previously taken other-than-temporary impairment charges on its investment in KimPru and had allocated these impairment charges to the underlying assets of the KimPru joint ventures including a portion to these operating properties. As a result, the Company’s share of the $139.7 million impairment loss was approximately $11.5 million which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations.  All 17 of these properties were sold during 2010.


In addition to the impairment charges above, KimPru recognized impairment charges during 2010 of approximately $22.0 million, based on sales prices for nine properties that were classified as held-for-sale.  The Company’s share of this impairment charge was approximately $3.3 million, excluding an income tax benefit of approximately $1.8 million.  The $3.3 million impairment charge is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations.  Eight of these properties were sold during 2010.


During 2009 and 2008, the Company recognized impairment charges of $28.5 million and $15.5 million, respectively, 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 further decline in the real estate markets.


In addition to the impairment charges above, KimPru recognized impairment charges during 2009 and 2008 of approximately $223.1 million and $74.6 million, respectively, relating to (i) certain properties held by an unconsolidated joint venture within the KimPru joint venture based on estimated sales prices and (ii) a write-down against the carrying value of an unconsolidated joint venture, reflecting an other-than-temporary decline in the fair value of its investment resulting from a decline in the real estate markets.  The Company’s share of these impairment charges were approximately $33.4 million, before income tax benefits of approximately $11.0 million, and approximately $11.2 million, before income tax benefit of approximately $4.5 million, during 2009 and 2008, respectively, which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations.  



65



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During 2010, KimPru II sold an operating property, located in Pittsburgh, PA to the Company through the assumption and modification of the mortgage debt encumbering the property.  The property had a net book basis of approximately $32.2 million and non-recourse mortgage debt of approximately $22.7 million which bore interest at 5.54% and was scheduled to mature in 2016.  As a result of this transaction, KimPru II recognized an impairment charge of approximately $10.1 million. The Company had previously taken an other-than-temporary impairment charge on its investment in KimPru II and had allocated this impairment charge to the underlying assets of the KimPru II joint venture including a portion to this operating property. As a result, the Company’s share of the $10.1 million impairment loss is approximately $1.3 million, excluding an income tax benefit of approximately $0.5 million and is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations.  


In addition to the impairment charge above, KimPru II recognized impairment charges during 2010, aggregating approximately $15.5 million for three properties that were classified as held-for-sale.  KimPru II’s determination of the fair value for each of these properties, aggregating approximately $32.4 million, was based upon executed contracts of sale with third parties.  The Company’s share of the $15.5 million impairment loss is approximately $2.1 million, excluding an income tax benefit of approximately $1.3 million and is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations.  


During June 2009, the Company recognized an impairment charge of $4.0 million, against the carrying value of KimPru II. This impairment reflects an other-than-temporary decline in the fair value of its investment resulting from a decline in the real estate markets.  


In addition to the impairment charges above, during 2009, KimPru II recognized impairment charges relating to two properties aggregating approximately $11.4 million based on estimated sales price.  The Company’s share of these impairment charges were approximately $1.7 million, which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations.  These operating properties were sold, in separate transactions, during 2009 for an aggregate sales price of approximately $43.5 million, which resulted in no gain or loss.  


The Company’s estimated fair values relating to the impairment assessments above were based upon sales prices or, where applicable, discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and where applicable, any estimated debt premiums.  Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believed to be within a reasonable range of current market rates for the respective properties.


Kimco Income Operating Partnership, L.P. ("KIR") -


During 2010, KIR recognized an impairment charge relating to one operating property and one out-parcel aggregating approximately $6.7 million. The Company’s share of these impairment charges was approximately $3.0 million, which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations.  During 2010, the operating property was foreclosed on by the third party mortgage lender, at which time KIR recognized a gain on early extinguishment of debt of approximately $5.8 million, the Company’s share of which was $2.6 million which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations.


During 2009, KIR recognized an impairment charge relating to one property of approximately $5.0 million.  The Company’s share of this impairment charge was approximately $2.3 million which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations. During 2010 the third party mortgage lender foreclosed on this operating property, at which time KIR recognized a gain on early extinguishment of debt of approximately $4.3 million, the Company’s share of which was $2.0 million which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations.


KIR’s estimated fair value relating to the impairment assessments above were based upon discounted cash flow models that included all estimated cash inflows and outflows over a specified holding period.  Capitalization rates and discount rates utilized in this model were based upon rates that the Company believed to be within a reasonable range of current market rates for the respective property.



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Other Real Estate Joint Ventures –


During 2010, the Company, in separate transactions, amended two of its Canadian preferred equity investment agreements to restructure the investments as pari passu joint ventures in which the Company holds noncontrolling interests.  These investments hold retail operating properties which are encumbered by an aggregate Canadian denominated (“CAD”)  $187.4 million (approximately USD $181.9 million) in mortgage debt which bear interest at rates ranging from Canadian LIBOR plus 4.0% (4.26% at December 31, 2010) to 6.15% and have scheduled maturities ranging from 2011 to 2014.  As a result of these transactions, the Company continues to account for its aggregate net investment of CAD $76.6 million  (approximately USD $74.3 million) in these joint ventures under the equity method of accounting and includes these investments in Investments and advances to real estate joint ventures within the Company’s Consolidated Balance Sheets (see Note 9).


The Company recognized impairment charges of approximately $7.0 million and approximately $12.2 million, for the year ended December 31, 2010 and 2009, respectively, against the carrying value of its investments in various unconsolidated joint ventures.  The impairment charges recognized in 2010 resulted from properties, within various unconsolidated joint ventures, being classified as held-for-sale.  The fair values of these properties were based upon executed contracts of sale with third parties. The impairment charges recognized in 2009 reflect an other-than-temporary decline in the fair value of various investments resulting from declines in the real estate market.  Estimated fair values were based upon discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and where applicable, any estimated fair value debt premiums.  Capitalization rates, discount rates and credit spreads utilized in these models were based upon rates that the Company believes to be within a reasonable range of current market rates for the respective properties.


Summarized financial information for the Company’s investment and advances to real estate joint ventures is as follows (in millions):


 

 

December 31,

 

 

2010

 

2009

Assets:

 

 



Real estate, net

$

11,850.4

$

11,408.0

Other assets

 

825.0

 

727.5

 

$

12,675.4

$

12,135.5

Liabilities and Partners’/Members’ Capital:

 

 

 

 

Notes payable

$

(189.3)

$

(517.1)

Mortgages payable

 

(7,683.5)

 

(7,331.3)

Construction loans

 

(89.9)

 

(108.3)

Other liabilities

 

(390.3)

 

(340.2)

Noncontrolling interests

 

(36.1)

 

(35.3)

Partners’/Members’ capital

 

(4,286.3)

 

(3,803.3)

 

$

(12,675.4)

$

(12,135.5)


 

 

Year Ended December 31,

 

 

2010

 

2009

 

2008

Revenues from rental property

$

1,427.6

$

1,420.4 

$

1,497.1

Operating expenses

 

(495.6)

 

(488.2)

 

(512.1)

Interest expense

 

(440.6)

 

(447.2)

 

(481.2)

Depreciation and amortization

 

(390.8)

 

(383.5)

 

(415.4)

Impairments

 

(204.1)

 

(86.0)

 

-

Other expense, net

 

(22.9)

 

(24.0)

 

(95.2)

 

 

(1,554.0)

 

(1,428.9)

 

(1,503.9)

(Loss)/income from continuing operations

 

(126.4) 

 

(8.5)

 

(6.8)

Discontinued Operations:

 

 

 

 

 

 

Income/(loss) from discontinued operations

 

1.2 

 

(172.6)

 

27.0

Gain on dispositions of properties

 

8.8 

 

79.9

 

33.9

Net (loss)/income

$

(116.4) 

$

(101.2)

$

54.1


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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 $24.7 million and $25.5 million at December 31, 2010 and 2009, 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, 2010 and 2009, the Company’s carrying value in these investments approximated $1.4 billion and $1.1 billion, respectively.  


9.   Other Real Estate Investments:


Preferred Equity Capital -


The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program. As of December 31, 2010, the Company’s net investment under the Preferred Equity program was approximately $387.7 million relating to 570 properties, including 399 net leased properties described below. For the year ended December 31, 2010, the Company earned approximately $37.6 million from its preferred equity investments, including $9.7 million in profit participation earned from nine capital transactions. For the year ended December 31, 2009, the Company earned approximately $30.4 million, including $2.5 million of profit participation earned from five capital transactions. For the year ended December 31, 2008, the Company earned approximately $66.8 million, including $24.6 million of profit participation earned from five capital transactions.


Included in the capital transactions described above for the year ended December 31, 2010, was the sale of 50% of the Company’s preferred equity investment in a Canadian retail operating property for approximately CAD $31.9 million (approximately USD $31.0 million).  In connection with this sale the Company (i) recognized profit participation of approximately CAD $1.7 million (approximately USD $1.6 million) and (ii) amended its preferred equity agreement to restructure the Company’s remaining investment as a pari passu joint venture investment.  Additionally, during 2010, the Company amended its preferred equity agreement to restructure another Canadian investment that holds investments in 12 retail properties as a pari passu joint venture investment.  As a result of the amendments made to these preferred equity agreements, the Company continues to account for both of these investments under the equity method of accounting and includes these investments in Investments and advances to real estate joint ventures within the Company’s Consolidated Balance Sheets (see Note 8).


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 the FASB’s real estate sales guidance and accordingly, recognized profit participation of approximately $10.8 million.


During 2007, the Company invested approximately $81.7 million of preferred equity capital in an entity which was comprised of 403 net leased properties which consist of 30 master leased pools with each pool leased to individual corporate operators.  Each master leased pool is accounted for as a direct financing lease.  These properties consist of a diverse array of free-standing restaurants, fast food restaurants, convenience and auto parts stores.   As of December 31, 2010, the remaining properties were encumbered by third party loans aggregating approximately $403.2 million with interest rates ranging from 5.08% to 10.47% with a weighted-average interest rate of 9.3% and maturities ranging from one year to 11 years.


During the year ended December 31, 2010, the Company recognized an impairment charge of approximately $3.8 million against the carrying value of its preferred equity investment in an operating property located in Tucson, AZ based on its estimated sales price. During 2010, the Company acquired the remaining ownership interest in this operating property for a purchase price of approximately $90.0 million, including the assumption of $81.0 million in non-recourse mortgage debt, which bears interest at a rate of 6.08% and is scheduled to mature in 2016.  During August 2010, this property was fully disposed of (see Note 5).



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Additionally, during the year ended December 31, 2010, the Company recognized an impairment charge of approximately $5.0 million against the carrying value of two of its preferred equity investments, based on estimated sales prices. During 2010, the Company sold one of these preferred equity investments for a sales price of approximately $0.3 million.


During 2009, the Company recognized impairment charges of $49.2 million, primarily against the carrying value of 16 preferred equity investments, which hold 29 properties, reflecting an other-than-temporary decline in the fair value of its investment resulting from a decline in the real estate markets.


The Company’s estimated fair values relating to the impairment assessments above were based upon sales prices, where applicable, or discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and where applicable, any estimated debt premiums.  Capitalization rates, discount rates and credit spreads utilized in these models were based upon rates that the Company believes to be within a reasonable range of current market rates for the respective properties.


Summarized financial information relating to the Company’s preferred equity investments is as follows (in millions):


 

 

December 31,

 

 

2010

 

2009

Assets:

 

 

 

 

   Real estate, net

$

1,406.7

$

2,000.9

   Other assets

 

794.7

 

861.4

 

$

2,201.4

$

2,862.3

Liabilities and Partners’/Members’ Capital:

 

 

 

 

   Notes and mortgages payable

$

1,669.5

$

2,121.3

   Other liabilities

 

61.2

 

68.1

   Partners’/Members’ capital

 

470.7

 

672.9

 

$

2,201.4

$

2,862.3


 

 

Year Ended December 31,

 

 

2010

 

2009

 

2008

Revenues from rental property

$

278.4 

$

311.9

$

313.3

Operating expenses

 

(73.2)

 

(96.7)

 

(100.1)

Interest expense

 

(104.0)

 

(112.5)

 

(120.0)

Depreciation and amortization

 

(52.3)

 

(67.7)

 

(63.7)

Impairment (a)

 

-

 

(20.0)

 

-

Other expense, net

 

(6.3)

 

(9.7)

 

(1.7)

 

 

42.6

 

5.3

 

27.8

Gain on disposition of properties

 

13.7

 

1.7

 

8.5 

Net income

$

56.3

$

7.0

$

36.3


(a) Represents impairments on two master leased pools due to a decline in fair market values.


The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital.  As of December 31, 2010 and 2009, the Company’s invested capital in its preferred equity investments approximated $387.7 million and $520.8 million, respectively.


Other –


During 2010, the Company recognized an other-than-temporary impairment charge of approximately $2.1 million against the carrying value of an investment which owns an operating property located in Manchester, NH and Nashua, NH.  The Company determined the fair value of its investment based on an estimated sales price of the operating properties.



69



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, 2010, 2009 and 2008, was approximately $1.6 million, $0.8 million and $2.7 million, respectively. These amounts represent sublease revenues during the years ended December 31, 2010, 2009 and 2008, of approximately $5.9 million, $5.2 million and $7.1 million, respectively, less related expenses of $4.3 million, $4.4 million and $4.4 million, respectively. The Company's future minimum revenues under the terms of all non-cancelable tenant subleases and future minimum obligations through the remaining terms of its retail store leases, assuming no new or renegotiated leases are executed for such premises, for future years are as follows (in millions): 2011, $5.2 and $3.4; 2012, $4.1 and $2.6; 2013, $3.8 and $2.3; 2014, $2.9 and $1.7; 2015, $2.1 and $1.3,  and thereafter, $2.8 and $1.6, 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 the FASB’s Lease guidance.


As of December 31, 2010, 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 and the remaining 12 properties were encumbered by third-party non-recourse debt of approximately $33.4 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, 2010 and 2009, the Company’s net investment in the leveraged lease consisted of the following (in millions):


 

 

2010

 

2009

Remaining net rentals

$

37.6 

$

44.1 

Estimated unguaranteed residual value

 

31.7 

 

31.7 

Non-recourse mortgage debt

 

(30.1)

 

(34.5)

Unearned and deferred income

 

(34.2)

 

(37.0)

Net investment in leveraged lease

$

5.0 

$

4.3 


10.   Variable Interest Entities:


Consolidated Operating Properties -


Included within the Company’s consolidated operating properties at December 31, 2010 are four consolidated entities that are VIEs 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 of the properties. These entities were deemed VIEs primarily based on the fact that the voting rights of the equity investors are not proportional to their obligation to absorb expected losses or receive the expected residual returns of the entity and substantially all of the entity's activities are conducted on behalf of the investor which has disproportionately fewer voting rights. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest.  During 2010, the Company sold two consolidated VIE’s which the Company was the primary beneficiary.



70



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



At December 31, 2010, total assets of these VIEs were approximately $112.5 million and total liabilities were approximately $21.8 million, including ­­­$13.6 million of non-recourse mortgage debt.  The classification of these assets is primarily within real estate and the classification of liabilities is primarily within mortgages payable and noncontrolling interests in the Company’s Consolidated Balance Sheets.


The majority of the operations of these VIEs are funded with cash flows generated from the properties.  One of the VIEs is encumbered by third party non-recourse mortgage debt of approximately $13.6 million.  The Company has not provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity and any operating cash shortfalls that the entity may experience.


Consolidated Ground-Up Development Projects -


Included within the Company’s ground-up development projects at December 31, 2010 are four consolidated entities that are VIEs and for which the Company is the primary beneficiary. These entities were established to develop real estate property to hold as long-term investments.  The Company’s involvement with these entities is through its majority ownership of the properties. These entities were deemed VIEs primarily based on the fact that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest.  


At December 31, 2010, total assets of these ground-up development VIEs were approximately $236.6 million and total liabilities were approximately $2.7 million. The classification of these assets is primarily within real estate under development and the classification of liabilities is primarily within accounts payable and accrued expenses in the Company’s Consolidated Balance Sheets.


Substantially all of the projected development costs to be funded for these ground-up development VIEs, aggregating approximately $39.0 million, will be funded with capital contributions from the Company, when contractually obligated.  The Company has not provided financial support to the VIE that it was not previously contractually required to provide.


Unconsolidated Ground-Up Development -


Also included within the Company’s ground-up development projects at December 31, 2010, is an unconsolidated joint venture, which is a VIE for which the Company is not the primary beneficiary. This joint venture was primarily established to develop real estate property for long-term investment and was deemed a VIE primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support as development costs are funded by the partners throughout the construction period.  The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has shared control of this entity along with the entity’s partners and therefore does not have a controlling financial interest in this VIE.


The Company’s aggregate investment in this VIE was approximately $22.6 million as of December 31, 2010, which is included in Real estate under development in the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is estimated to be $41.5 million, which primarily represents the Company’s current investment and estimated future funding commitments of approximately $18.9 million.  The Company has not provided financial support to this VIE that it was not previously contractually required to provide.  All future costs of development will be funded with capital contributions from the Company and the outside partner in accordance with their respective ownership percentages.


Preferred Equity Investments -


Included in the Company’s preferred equity investments are two unconsolidated investments that are VIEs and for which the Company is not the primary beneficiary. These joint ventures were primarily established to develop real estate property for long-term investment and were deemed VIEs 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


71



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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 VIEs based on the fact that the Company does not have a controlling financial interest in these VIEs.


The Company’s aggregate investment in these preferred equity VIEs was approximately $5.5 million as of December 31, 2010, 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 VIEs is estimated to be $9.2 million, which primarily represents the Company’s current investment and estimated future funding commitments.   The Company has not provided financial support to these VIEs 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.   


11.   Mortgages and Other Financing Receivables:


The Company has various mortgages and other financing receivables which consist of loans acquired and loans originated by the Company.  For a complete listing of the Company’s mortgages and other financing receivables at December 31, 2010, see Financial Statement Schedule IV included in this annual report on Form 10-K.


The following table reconciles mortgage loans and other financing receivables from January 1, 2008 to December 31, 2010 (in thousands):


 

 

2010

 

2009

 

2008

Balance at January 1

$

131,332 

$

181,992 

$

153,847 

Additions:

 

 

 

 

 

 

   New mortgage loans

 

1,411 

 

8,316 

 

86,247 

   Additions under existing mortgage loans

 

3,047 

 

707 

 

8,268 

   Foreign currency translation

 

3,923 

 

6,324 

 

   Capitalized loan costs

 

 

60 

 

605 

   Amortization of loan discounts

 

247 

 

247 

 

247 

 

 

 

 

 

 

 

Deductions:

 

 

 

 

 

 

   Loan repayments

 

(24,860)

 

(43,578)

 

(48,633)

   Loan foreclosures

 

-

 

(17,312)

 

   Loan impairments

 

(700)

 

(3,800)

 

   Charge off/foreign currency translation

 

(3,101)

 

 

(15,630)

   Collections of principal

 

(2,726)

 

(1,024)

 

(2,279)

   Amortization of loan costs

 

(80)

 

(600)

 

(680)

Balance at December 31

$

108,493

$

131,332 

$

181,992 


The Company had three loans aggregating approximately $19.5 million which were in default as of December 31, 2010. The Company assessed these loans and determined that the estimated fair value of the underlying collateral exceeded the respective carrying values as of December 31, 2010.


As noted in the table above, during 2010, the Company recognized an impairment charge of approximately $0.7 million, against the carrying value, including accrued interest, of a mortgage receivable that was in default.  This impairment charge reflects a decrease in the estimated fair value of the underlying collateral.  The remaining balance on this mortgage receivable as of December 31, 2010 was approximately $1.4 million.  This impairment charge is reflected in Impairments - Marketable equity securities and other investments on the Company’s Consolidated Statements of Operations.


During 2009, the Company recognized impairment charges of approximately $3.8 million, against the carrying value of two mortgage loans.  Approximately $3.5 million of the $3.8 million of impairment charges was related to a mortgage receivable that was in default.  As a result, the Company began foreclosure proceedings on the underlying property


72



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



during June 2009 and the process was completed in the fourth quarter 2009.  This impairment charge reflects the decrease in the estimated fair values of the real estate collateral.  This impairment charge is reflected in Impairments - Marketable equity securities and other investments on the Company’s Consolidated Statements of Operations.


12.   Marketable Securities:


The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2010 and 2009, are as follows (in thousands):


 

 

December 31, 2010

 

 

Amortized

Cost

 

Gross

Unrealized

Gains

 

Gross

Unrealized

Losses

 

Estimated

Fair Value

Available-for-sale:

 

 

 

 

 

 

 

 

   Equity and debt securities

$

182,817

$

20,291

$

(17)

$

203,091

Held-to-maturity:

 

 

 

 

 

 

 

 

   Other debt securities

 

20,900

 

548

 

(88)

 

21,360

Total marketable securities

$

203,717

$

20,839

$

(105)

$

224,451


 

 

December 31, 2009

 

 

Amortized

Cost

 

Gross

Unrealized

Gains

 

Gross

Unrealized

Losses

 

Estimated

Fair Value

Available-for-sale:

 

 

 

 

 

 

 

 

   Equity and debt securities

$

182,826

$

4,896

$

(21,629)

$

166,093

Held-to-maturity:

 

 

 

 

 

 

 

 

   Other debt securities

 

43,500

 

1,454

 

(7,042)

 

37,912

Total marketable securities

$

226,326

$

6,350

$

(28,671)

$

204,005


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 $26.60.  During 2010, the Company acquired an additional $10 million AUD (approximately $9.3 million USD) of convertible notes.


In accordance with the FASB’s Derivative and Hedging guidance, the Company has bifurcated the conversion option within the Valad convertible notes and has separately accounted for this option as an embedded derivative.  The original host instrument is classified as an available-for-sale 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, 2010, the Company had an unrealized gain, including foreign currency adjustments, associated with these notes of approximately $6.0 million and at December 31, 2009, the Company had an unrealized loss, including foreign currency adjustments, associated with these notes of approximately $21.6 million.  Interest payments on the notes are current and all amounts due in accordance with contractual terms are considered probable by the Company. During 2010, Valad made a principal payment of AUD $8.0 million (approximately USD $7.9 million) and subsequent to December 31, 2010, Valad made additional principal payments aggregating approximately AUD $7.0 million (approximately USD $6.9 million). The Company has the intent and ability to hold the notes to recover its investment, which may be to its maturity.  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 Operations.  The value attributed to the embedded convertible option was approximately AUD $10.0 million, (approximately USD $10.2 million).  As a result of the fair value remeasurement of this derivative instrument during 2010 and 2009, there was an AUD $0.2 million (approximately USD $0.2 million) unrealized decrease and an AUD $1.4 million (approximately USD $1.6 million) unrealized increase, respectively, in the fair value of the convertible option.  This unrealized increase is included in Other (expense)/income, net on the Company’s Consolidated Statements of Operations.


73



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




During 2010, 2009 and 2008, the Company recorded impairment charges of approximately $4.6 million, $26.1 million and $118.4 million, respectively, before income tax benefits of approximately $0 million, $0 million and $25.7 million, respectively, due to the decline in value of certain marketable securities and other investments that were deemed to be other-than-temporary. These impairments were a result of the deterioration of the equity markets for these securities during their respective years and the uncertainty of their future recoverability. Market value for the equity securities represents the closing price of each security as it appears on their respective stock exchange at the end of the period.  


At December 31, 2010, the Company’s investment in marketable securities was approximately $224.0 million which includes an aggregate net unrealized gain of approximately $20.3 million relating to marketable equity and debt security investments.


At December 31, 2009, the Company’s investment in marketable securities was approximately $209.6 million which includes an aggregate unrealized loss of approximately $21.6 million relating to the Valad marketable debt securities. At December 31, 2009 there were no unrealized losses relating to marketable equity securities.


For each of the equity 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 2010, the Company received approximately $23.2 million in proceeds from the sale of certain marketable securities. The Company recognized gross realizable gains of approximately $2.6 million and gross realizable losses of approximately $1.9 million from sales of marketable securities during 2010.  


During 2009, the Company received approximately $79.8 million in proceeds from the sale of certain marketable securities. The Company recognized gross realizable gains of approximately $8.5 million and gross realizable losses of approximately $2.6 million from sales of marketable securities during 2009.  


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.  


As of December 31, 2010, the contractual maturities of Other debt securities classified as held-to-maturity are as follows: within one year, $ 11.6 million; after one year through five years, $0.1 million; and after five years through 10 years, $9.2 million.  Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties.


13.   Notes Payable:


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.


As of December 31, 2010, a total principal amount of approximately $1.2 billion in senior fixed-rate MTNs was outstanding. These fixed-rate notes had maturities ranging from eight months to nine years as of December 31, 2010, and bear interest at rates ranging from 4.30% to 5.98%. 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.



74



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During 2010, the Company issued $300.0 million of unsecured Medium Term Notes (“MTNs”) which bear interest at a rate of 4.30% and are scheduled to mature on February 1, 2018.  Proceeds from these MTNs were used to repay (i) the Company’s $100.0 million 5.304% MTNs which were scheduled to mature in February 2011 and (ii) the Company’s $150.0 million 7.95% MTNs which were scheduled to mature in April 2011.  The remaining proceeds were used for general corporate purposes.  In connection with the optional make-whole provisions relating to the prepayment of these notes, the Company incurred early extinguishment of debt charges aggregating approximately $6.5 million.


During April 2010, the Company issued $150.0 million CAD unsecured notes to a group of private investors at a rate of 5.99% scheduled to mature in April 2018.  Proceeds from these notes were used to repay the Company’s CAD $150.0 million 4.45% Series 1 unsecured notes which matured in April 2010.  


Additionally, during 2010, the Company repaid (i) the remaining $46.5 million balance on its 4.62% MTNs, which matured in May 2010 and (ii) its $25.0 million 7.30% MTNs, which matured in September 2010.


As of December 31, 2009, a total principal amount of approximately $1.1 billion in senior fixed-rate MTNs was outstanding. These fixed-rate notes had maturities ranging from five months to six years as of December 31, 2009, and bear interest at rates ranging from 4.62% to 5.98%. Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of neighborhood and community shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.


During the year ended December 31, 2009, the Company repaid (i) its $20.0 million 7.56% Medium Term Note, which matured in May 2009 and (ii) its $25.0 million 7.06% Medium Term Note, which matured in July 2009.  


Additionally during 2009, the Company repurchased in aggregate approximately $36.1 million in face value of its Medium Term Notes  and Fixed Rate Bonds for an aggregate discounted purchase price of approximately $33.7 million.  These transactions resulted in an aggregate gain of approximately $2.4 million.  


Senior Unsecured Notes –


As of December 31, 2010, the Company had a total principal amount of approximately $1.2 billion in fixed-rate unsecured senior notes. These fixed-rate notes had maturities ranging from one year to seven years as of December 31, 2010, and bear interest at fixed rates ranging from 4.70% to 6.875%.  Interest on these senior unsecured notes is payable semi-annually in arrears.


As of December 31, 2009, the Company had a total principal amount of approximately $1.3 billion in fixed-rate unsecured senior notes. These fixed-rate notes had maturities ranging from nine months to nine years as of December 31, 2009, and bear interest at fixed rates ranging from 4.70% to 7.95%.  Interest on these senior unsecured notes is payable semi-annually in arrears.


During September 2009, the Company issued $300.0 million of 10-year Senior Unsecured Notes at an interest rate of 6.875% payable semi-annually in arrears.  These notes were sold at 99.84% of par value.  Net proceeds from the issuance were approximately $297.3 million, after related transaction costs of approximately $0.3 million.  The proceeds from this issuance were primarily used to repay the Company’s $220.0 million unsecured term loan described below.  The remaining proceeds were used to repay certain construction loans that were scheduled to mature in 2010.  


During 2009, the Company repaid its $130.0 million 6.875% senior notes, which matured on February 10, 2009.  


During September 2009, the Company entered into a fifth supplemental indenture, under the indenture governing its Medium Term Notes and Senior Notes, which included the financial covenants for future offerings under this indenture that were removed by the fourth supplemental indenture.


In accordance with the terms of the Indenture, as amended, pursuant to which the Company's Senior Unsecured Notes, except for the $300.0 million issued during April 2007 under the fourth supplemental indenture, have been issued, the Company is subject to maintaining (a) certain maximum leverage ratios on both unsecured senior corporate and secured


75



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



debt, minimum debt service coverage ratios and minimum equity levels, (b) certain debt service ratios, (c) certain asset to debt ratios and (d) restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from operations, as defined, generated through the end of the calendar quarter most recently completed prior to the declaration of such dividend; however, this dividend limitation does not apply to any distributions necessary to maintain the Company's qualification as a REIT providing the Company is in compliance with its total leverage limitations.


During April 2009, the Company obtained a two-year $220.0 million unsecured term loan with a consortium of banks, which accrued interest at a spread of 4.65% to LIBOR (subject to a 2% LIBOR floor) or at the Company’s option, at a spread of 3.65% to the “ABR,” as defined in the Credit Agreement.  The term loan was scheduled to mature in April 2011.  The Company utilized proceeds from this term loan to partially repay the outstanding balance under the Company’s U.S. revolving credit facility and for general corporate purposes.  During September 2009, the Company fully repaid the $220.0 million outstanding balance and terminated this loan.  


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 was scheduled to expire in October 2011. During October 2010, the Company exercised its one-year extension option and the U.S. Credit Facility is now scheduled to expire in October 2012. The U.S. Credit Facility has made available funds to finance general corporate purposes, including (i) property acquisitions, (ii) investments in the Company’s institutional real estate 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, 2010, the U.S. Credit Facility had a balance of $123.2 million outstanding and $23.7 million appropriated for letters of credit.


The Company also has a CAD $250.0 million unsecured credit facility with a group of banks.  This facility bears interest at a rate of CDOR plus 0.425%, subject to change in accordance with the Company’s senior debt ratings and was scheduled to mature March 2011.  During September 2010, the Company exercised its one-year extension option and the credit facility is now scheduled to expire in March 2012.  A facility fee of 0.15% per annum is payable quarterly in arrears.  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, 2010, there was no outstanding balance under this credit facility.  There are approximately CAD $1.4 million (approximately USD $1.4 million) appropriated for letters of credit at December 31, 2010 (see Note 22, Commitments and Contingencies).  The Canadian facility covenants are the same as the U.S. Credit Facility covenants described above.


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 a MXP 500.0 million unsecured revolving credit facility, which had been terminated by the Company. Remaining proceeds from this term loan were used for funding MXP denominated investments.  As of December 31, 2010, the outstanding balance on this term loan was MXP 1.0 billion (approximately USD $80.9 million).  The covenants for this term loan are the same as the U.S. Credit Facility covenants described above


The scheduled maturities of all unsecured notes payable as of December 31, 2010, were approximately as follows (in millions): 2011, $90.6; 2012, $348.3; 2013, $557.2; 2014, $295.2; 2015, $350.0; and thereafter, $1,341.1.


76



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



14.   Mortgages Payable:


During 2010, the Company (i) assumed approximately $144.8 million of individual non-recourse mortgage debt relating to the acquisition of eight operating properties, including a decrease of approximately $4.4 million associated with fair value debt adjustments, (ii) assigned approximately $159.9 million in non-recourse mortgage debt encumbering three operating properties that were sold to newly formed joint ventures in which the Company has noncontrolling interests, (iii) assigned approximately $81.0 million of non-recourse mortgage debt encumbering an operating property that was sold to a third party and (iv) paid off approximately $226.0 million of mortgage debt that encumbered 17 operating properties.  In connection with the repayment of five of these mortgages, the Company incurred early extinguishment of debt charges aggregating approximately $4.3 million.


During 2009, the Company (i) obtained 21 new non-recourse mortgages aggregating approximately $400.2 million, which bear interest at rates ranging from 5.95% to 8.00% and have maturities ranging from five months to six years (ii) assumed approximately $579.2 million of individual non-recourse mortgage debt relating to the acquisition of 22 operating properties, including an increase of approximately $1.6 million of fair value debt adjustments and (iii) paid off approximately $437.7 million of individual non-recourse mortgage debt that encumbered 24 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 2031. Interest rates range from approximately LIBOR (0.26% as of December 31, 2010) to 9.75% (weighted-average interest rate of 6.13% as of December 31, 2010).  The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable, excluding net unamortized fair value debt adjustments of approximately $1.8 million, as of December 31, 2010, were approximately as follows (in millions): 2011, $56.7; 2012, $204.6; 2013, $92.6; 2014, $224.8; 2015, $60.6 and thereafter, $405.2.


15.   Construction Loans Payable:


During 2010, the Company fully repaid two construction loans aggregating approximately $30.2 million and obtained a new 25-year construction loan on a development project located in Chile with a total loan commitment of $48.3 million and bears interest at 10 year-BCU, as defined, plus 2.87% with a floor of 5.22%. As of December 31, 2010, total loan commitments on the Company’s three construction loans aggregated approximately $82.5 million of which approximately $30.3 million has been funded. These loans have scheduled maturities ranging from 2012 to 2035 and bear interest at rates ranging from LIBOR plus 1.90% (2.16% at December 31, 2010) to 5.79%.  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, 2010, were approximately as follows (in millions): 2011, $0; 2012, $12.9; 2013, $2.9; 2014, $2.0; 2015, $0 and thereafter, $12.5.


During 2009, the Company fully repaid nine construction loans aggregating approximately $212.2 million.  As of December 31, 2009, total loan commitments on the Company’s four remaining construction loans aggregated approximately $69.7 million of which approximately $45.8 million has been funded.  These loans have scheduled maturities ranging from 11 months to 56 months (excluding any extension options which may be available to the Company) and bear interest at rates ranging from 2.13% to 4.50% at December 31, 2009.  These construction loans are collateralized by the respective projects and associated tenants’ leases.  


16.   Noncontrolling Interests:


Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or determined that the Company was the primary beneficiary of a VIE in accordance with the provisions of the FASB’s Consolidation guidance.  


The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. Units that are determined to be mandatorily redeemable are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and Stockholder’s equity on the Company’s Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Operations.  


77



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



During 2006, the Company acquired seven shopping center properties located throughout Puerto Rico.  These 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. Noncontrolling 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 (collectively, 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.  


The following units have been redeemed as of December 31, 2010:


Type

 

Units Redeemed

 

Par Value Redeemed

(in millions)

 

Redemption Type

Preferred A Units

 

2,200,000

 

$2.2

 

Cash

Class A Preferred Units

 

2,000

 

$20.0

 

Cash

Class B-1 Preferred Units

 

2,438

 

$24.4

 

Cash

Class B-2 Preferred Units

 

5,576

 

$55.8

 

Cash/Charitable Contribution

Class C DownReit Units

 

61,804

 

$1.9

 

Cash


Noncontrolling interest relating to the remaining units was $110.4 million and $113.1 million as of December 31, 2010 and 2009, respectively.


During 2006, the Company acquired two shopping center properties located in Bay Shore and Centereach, NY. Included in Noncontrolling interests was 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 in connection with these transactions. 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. Noncontrolling interest relating to the units was $40.4 million and $40.3 million as of December 31, 2010 and 2009, respectively.


78



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




Noncontrolling interests also includes 138,015 convertible units issued during 2006, by the Company, which were valued at 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.


The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the year ended December 31, 2010 and December 31, 2009 (amounts in thousands):


 

 

2010

 

2009

Balance at January 1,

$

100,304 

$

115,853 

Unit redemptions

 

(5,208)

 

(14,889)

Fair market value amortization

 

18

 

(571)

Other

 

(54)

 

(89)

Balance at December 31,

$

95,060 

$

100,304 


17.   Fair Value Disclosure of Financial Instruments:


All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s estimation based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values except those listed below, for which fair values are reflected.  The valuation method used to estimate fair value for fixed-rate and variable-rate debt and noncontrolling interests relating to mandatorily redeemable noncontrolling interests associated with finite-lived subsidiaries of the Company is based on discounted cash flow analyses, with assumptions that include credit spreads, loan amounts and debt maturities.  The fair values for marketable securities are based on published or securities dealers’ estimated market values.  Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.  The following are financial instruments for which the Company’s estimate of fair value differs from the carrying amounts (in thousands):


 

 

December 31,

 

 

2010

 

2009

 

 

Carrying

Amounts

 

Estimated

Fair Value

 

Carrying

Amounts

 

Estimated

Fair Value

 

 

 

 

 

 

 

 

 

Marketable Securities

$

223,991

$

224,451

$

209,593

$

204,006

Notes Payable

$

2,982,421

$

3,162,183

$

3,000,303

$

3,099,139

Mortgages Payable

$

1,046,313

$

1,120,797

$

1,388,259

$

1,377,224

Construction Loans Payable

$

30,253

$

32,192

$

45,821

$

44,725

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

$

2,697

$

5,462

$

2,768

$

5,256


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


As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).


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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.


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


The Company 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 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 FASB’s Fair Value Measurements and Disclosures guidance, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties.  However, as of December 31, 2010, 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, 2010 and 2009, 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, 2010 and 2009 (in thousands):


 

 

Balance at

December 31,2010

 

Level 1

 

Level 2

 

Level 3

Assets:

 

 

 

 

 

 

 

 

Marketable equity securities

$

31,016

$

31,016

$

-

$

-

Convertible notes

$

172,075

$

-

$

172,075

$

-

Conversion option

$

10,205

$

-

$

10,205

$

-

Liabilities:

 

 

 

 

 

 

 

 

Interest rate swaps

$

506

$

-

$

506

$

-


 

 

Balance at

December 31,2009

 

Level 1

 

Level 2

 

Level 3

Assets:

 

 

 

 

 

 

 

 

Marketable equity securities

$

25,812

$

25,812

$

-

$

-

Convertible notes

$

140,281

$

-

$

140,281

$

-

Conversion option

$

9,095

$

-

$

9,095

$

-

Liabilities:

 

 

 

 

 

 

 

 

Interest rate swaps

$

150

$

-

$

150

$

-


80



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Assets and liabilities measured at fair value on a non-recurring basis at December 31, 2010 and 2009 are as follows (in thousands):


 

 

Balance at

December 31, 2010

 

Level 1

 

Level 2

 

Level 3

Assets:

 

 

 

 

 

 

 

 

Real estate

$

16,414

$

-

$

-

$

16,414

Real estate under development

$

22,626

$

-

$

-

$

22,626

Other real estate investments

$

3,921

$

-

$

-

$

3,921

Mortgage and other financing receivables

$

1,405

$

-

$

-

$

1,405


 

 

Balance at

December 31, 2009

 

Level 1

 

Level 2

 

Level 3

Assets:

 

 

 

 

 

 

 

 

Investments and advances in real estate joint ventures

$

177,037

$

-

$

-

$

177,037

Real estate under development/ redevelopment

$

89,939

$

-

$

-

$

89,939

Other real estate investments

$

43,383

$

-

$

-

$

43,383


During 2010, the Company recognized impairment charges of approximately $34.5 million relating to adjustments to property carrying values, real estate under development, investments in other real estate investments and other investments.  


During 2009, the Company recognized impairment charges of approximately $145.0 million relating to adjustments to property carrying values, investments in other real estate joint investments and investments in real estate joint ventures.  


The Company’s estimated fair values relating to the above impairment assessments were based upon purchase price offers or discounted cash flow models that included all estimated cash inflows and outflows over a specified holding period and where applicable, any estimated debt premiums. These cash flows were comprised of unobservable inputs which included contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models were based upon observable rates that the Company believed to be within a reasonable range of current market rates for the respective properties.  Based on these inputs the Company determined that its valuation in these investments was classified within Level 3 of the fair value hierarchy. 


18.   Financial Instruments - Derivatives and Hedging:


The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risk through management of its core business activities. The company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company may use derivatives to manage exposures that arise from changes in interest rates, foreign currency exchange rate fluctuations and market value fluctuations of equity securities. The Company limits these risks by following established risk management policies and procedures including the use of derivatives.


Cash Flow Hedges of Interest Rate Risk -


 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 and interest rate caps with major financial institutions. The effective portion of the changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.  Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.  During the years ended December 31, 2010 and 2009, the Company had no hedge ineffectiveness.


81



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




Amounts reported in accumulated other comprehensive income related to cash flow hedges will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.  During 2011, the Company estimates that an additional $0.4 million will be reclassified as an increase to interest expense.


As of December 31, 2010, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:


Interest Rate Derivatives

Number of Instruments

Notional
(in milions)

Interest Rate Caps

2

$ 81.9

Interest Rate Swaps

1

$ 20.7


The fair value of these derivative financial instruments classified as asset derivatives was $0.0 million and $0.4 million for December 31, 2010 and 2009, respectively.  The fair value of these derivative financial instruments classified as liability derivatives was $0.5 million as of December 31, 2010 and 2009.  


Credit-risk-related Contingent Features –


The Company has agreements with one of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.


The Company has an agreement with a derivative counterparty that incorporates the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.


19.   Preferred Stock, Common Stock and Convertible Unit Transactions –


Preferred Stock –


During August 2010, the Company issued 7,000,000 Depositary Shares (the "Class H Depositary Shares"), each representing a one-hundredth fractional interest in a share of the Company's 6.90% Class H Cumulative Redeemable Preferred Stock, $1.00 par value per share (the "Class H Preferred Stock").  Dividends on the Class H Depositary Shares are cumulative and payable quarterly in arrears at the rate of 6.90% per annum based on the $25.00 per share initial offering price, or $1.725 per annum.  The Class H Depositary Shares are redeemable, in whole or part, for cash on or after August 30, 2015, 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 H Depositary Shares are not convertible or exchangeable for any other property or securities of the Company.  The net proceeds received from this offering of approximately $169.2 million were used primarily to repay mortgage loans in the aggregate principal amount of approximately $150 million and for general corporate purposes.


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.  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.



82



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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.


As to any matter on which the Class H Preferred Stock may vote, including any actions by written consent, each share of the Class H Preferred Stock shall be entitled to 100 votes, each of which 100 votes may be directed separately by the holder thereof. With respect to each share of Class H Preferred Stock, the holder thereof may designate up to 100 proxies, with each such proxy having the right to vote a whole number of votes (totaling 100 votes per share of Class G Preferred Stock). As a result, each Class H 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, $2,500.00 Class G Preferred per share and $2,500.00 Class H Preferred per share ($25.00 per Class F, Class G and Class H Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the Preferred Stock as to liquidation rights.


Common Stock –


During December 2009, the Company completed a primary public stock offering of 28,750,000 shares of the Company’s common stock.  The net proceeds from this sale of common stock, totaling approximately $345.1 million (after related transaction costs of $0.75 million) were used to partially repay the outstanding balance under the Company’s U.S. revolving credit facility.


During April 2009, the Company completed a primary public stock offering of 105,225,000 shares of the Company’s common stock.  The net proceeds from this sale of common stock, totaling approximately $717.3 million (after related transaction costs of $0.7 million) were used to partially repay the outstanding balance under the Company’s U.S. revolving credit facility and for general corporate purposes.


Convertible Units –


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 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


83



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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 to 2010, 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.


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.  From 2007 to 2010, 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.


The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on December 31, 2010, is approximately $28.0 million.  The Company has the option to settle such redemption in cash or shares of the Company’s common stock.  If the Company exercised its right to settle in Common Stock, the unit holders would receive approximately 1.6 million shares of Common Stock.   


20.  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, 2010, 2009 and 2008 (in thousands):


 

 

2010

 

2009

 

2008

Acquisition of real estate interests by assumption of mortgage debt

$

670

$

577,604

$

96,226

Exchange of DownREIT units for Common Stock

$

-

$

-

$

80,000

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

$

-

$

-

$

27,175

Disposition of real estate interest by assignment of mortgage debt

$

81,000

$

-

$

-

Issuance of Restricted Common Stock

$

5,070

$

3,415

$

1,405

Proceeds held in escrow through sale of real estate interest

$

-

$

-

$

11,195

Disposition of real estate through the issuance of an unsecured obligation

$

975

$

1,366

$

6,265

Investment in real estate joint venture by contribution of properties and assignment of debt

$

149,034

$

-

$

-

Deconsolidation of Joint Venture:

 

 

 

 

 

 

Decrease in real estate and other assets

$

-

$

-

$

55,453

Decrease in noncontrolling interest, construction loan and other liabilities

$

-

$

-

$

55,453

Declaration of dividends paid in succeeding period

$

89,037

$

76,707

$

131,097


84



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




Consolidation of Joint Ventures:

 

 

 

 

 

 

Increase in real estate and other assets

$

174,327

$

47,368

$

68,360

Increase in mortgages payable

$

144,803

$

35,104

$

-


21.   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, Executive Chairman of the Board of Directors of the Company. During 2010 and 2009, the Company paid brokerage commissions of $0.7 million and $0.7 million, respectively, to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned by the Company. The Company believes that the brokerage commissions paid were at or below the customary rates for such leasing services.


Additionally, the Company 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% noncontrolling interests. The Company accounts for its investment in these joint ventures under the equity method of accounting. As of December 31, 2010, these joint ventures hold three individual one-year loans aggregating $17.3 million which are scheduled to mature in 2011 and bear interest at rates ranging from LIBOR plus 1.50% to LIBOR plus 2.75% per annum. These loans are jointly and severally guaranteed by the Company and the joint venture partner. Subsequent to December 31, 2010, one of these properties, which was encumbered by an $11.0 million loan, was sold to a third party and the Company was relieved of the corresponding debt guarantee.


Reference is made to Note 4, 5, 8 and 22 for additional information regarding transactions with related parties.


22.   Commitments and Contingencies:


Operations -


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, 2010, 2009 and 2008.


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): 2011, $634.7; 2012, $589.8; 2013, $515.4; 2014, $439.8; 2015, $376.9; and thereafter; $1,771.5.


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): 2011, $11.9; 2012, $11.1; 2013, $10.6; 2014, $10.2; 2015, $9.2; and thereafter, $167.7.


Captive Insurance -


In October 2007, the Company formed a wholly-owned captive insurance company, Kimco Insurance Company, Inc., ("KIC"), which provides general liability insurance coverage for all losses below the deductible under our third-party policy. The Company entered into the Insurance Captive as part of its overall risk management program and to stabilize


85



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



its insurance costs, manage exposure and recoup expenses through the functions of the captive program.  The Company capitalized KIC in accordance with the applicable regulatory requirements. KIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to KIC may be adjusted based on this estimate, like premiums paid to third-party insurance companies, premiums paid to KIC may be reimbursed by tenants pursuant to specific lease terms.


Guarantees –


On a select basis, the Company provides guarantees on interest bearing debt held within real estate joint ventures in which the Company has noncontrolling ownership interests.  The Company is often provided with a back-stop guarantee from its partners.  The Company had the following outstanding guarantees as of December 31, 2010 (amounts in millions):


Name of Joint Venture

Amount of Guarantee

Interest rate

Maturity, with extensions

Terms

Type of debt

InTown Suites Management, Inc.

$ 147.5

LIBOR plus 0.375% (1)

2012

25% partner back-stop

Unsecured credit facility

Willowick

$ 24.5

LIBOR plus 1.50%

2012

15% partner back-stop

Unsecured credit facility

Factoria Mall

$ 52.3

LIBOR plus 4.00%

2012

Jointly and severally with partner

Mortgage loan

RioCan

$ 4.4

Prime plus 2.25%

2011

Jointly with 50% partner

Letter of credit facility

Cherokee

$ 45.1

Floating Prime plus 1.9%

2011

50% partner back-stop

Construction loan

Towson

$ 10.0

LIBOR plus 3.50%

2014

Jointly and severally with partner

Mortgage loan

Hillsborough

$ 3.1

LIBOR plus 1.50%

2012

Jointly and severally with partner

Promissory note

Derby (2)

$ 11.0

LIBOR plus 2.75%

2011

Jointly and severally with partner

Promissory note

Sequoia

$ 5.8

LIBOR plus 0.75%

2012

Jointly and severally with partner

Promissory note

East Northport

$ 3.2

LIBOR plus 1.50%

2012

Jointly and severally with partner

Promissory note


(1)  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 at the joint venture level in other comprehensive income.

(2)  Subsequent to December 31, 2010, this property was sold to a third party, as such, the debt was repaid and the Company was relieved of this guarantee


In addition to the guarantees above, KimPru had a term loan facility which bore interest at a rate of LIBOR plus 1.25% and was scheduled to mature in August 2010.  This facility was guaranteed by the Company with a guarantee from PREI to the Company for 85% of any guaranty payment the Company was obligated to make.  During July 2010, KimPru fully repaid the $287.5 million outstanding balance on this facility primarily from capital contributions provided by the partners, at their respective ownership percentages of 85% from PREI and 15% from the Company.  


The Company evaluated these guarantees in connection with the provisions of the FASB’s Guarantees guidance and determined that the impact did not have a material effect on the Company’s financial position or results of operations.


Letters of Credit -


The Company has issued letters of credit in connection with the completion and repayment guarantees for 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 $23.9 million.  


During August 2009, the Company became obligated to issue a letter of credit for approximately CAD $66.0 million (approximately USD $62.7 million) relating to a tax assessment dispute with the Canada Revenue Agency (“CRA”).  The letter of credit had been issued under the Company’s CAD $250 million credit facility. The dispute was in regards to three of the Company’s wholly-owned subsidiaries which hold a 50% co-ownership interest in Canadian real estate. However, applicable Canadian law requires that a non-resident corporation post sufficient collateral to cover a claim for taxes assessed. As such, the Company issued its letter of credit as required by the governing law.  During November 2010, the Company was released from this tax assessment and as a result the letter of credit was returned to the Company.


86



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




Other -


In connection with the construction of its development projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied.  These bonds expire upon the completion of the improvements and infrastructure.  As of December 31, 2010, there were approximately $45.3 million in performance and surety bonds outstanding.


As of December 31, 2010, the Company had accrued $3.8 million in connection with a legal claim related to a previously sold ground-up development project.  The Company is currently negotiating with the plaintiff to settle this claim and believes that the probable settlement amount will approximate the amount accrued.


The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.


23.   Incentive Plans:


The Company maintains two equity participation plans, the Second Amended and Restated 1998 Equity Participation Plan (the “Prior Plan”) and the 2010 Equity Participation Plan (the “2010 Plan”) (collectively, the “Plans”).  The Prior Plan provides for a maximum of 47,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options and restricted stock grants.  The 2010 Plan provides for a maximum of 5,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options, restricted stock, performance awards and other awards, plus the number of shares of common stock which are or become available for issuance under the Prior Plan and which are not thereafter issued under the Prior Plan, subject to certain conditions.  Unless otherwise determined by the Board of Directors at its sole discretion, options granted under the Plans generally vest ratably over a range of three to five years, expire ten years from the date of grant and are exercisable at the market price on the date of grant.  Restricted stock grants generally vest (i) 100% on the fourth or fifth anniversary of the grant, (ii) ratably over three or four years or (iii) over three years at 50% after two years and 50% after the third year.  Performance share awards may provide a right to receive shares of restricted stock based on the Company’s performance relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors.  In addition, the Plans provide for the granting of certain options and restricted stock to each of the Company’s non-employee directors (the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.


The Company accounts for stock options in accordance with FASB’s Compensation – Stock Compensation guidance which requires that all share based payments to employees, including grants of employee stock options, be recognized in the statement of 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 plus an implied volatility measure.  The more significant assumptions underlying the determination of fair values for options granted during 2010, 2009 and 2008 were as follows:


 

 

Year Ended December 31,

 

 

2010

 

2009

 

2008

Weighted average fair value of options granted

$

3.82

$

3.16

$

5.73

Weighted average risk-free interest rates

 

2.40%

 

2.54%

 

3.13%

Weighted average expected option lives (in years)

 

6.25

 

6.25

 

6.38

Weighted average expected volatility

 

37.98%

 

45.81%

 

26.16%

Weighted average expected dividend yield

 

4.21%

 

5.48%

 

4.33%


87



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Information with respect to stock options under the Plan for the years ended December 31, 2010, 2009, and 2008 are as follows:


 

Shares

 

Weighted-Average

Exercise Price

Per Share

 

Aggregate Intrinsic value

(in millions)

Options outstanding, January 1, 2008

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

Exercised

(116,418)

$

12.79

 

 

Granted

1,746,000

$

11.58

 

 

Forfeited

(332,483)

$

33.57

 

 

Options outstanding, December 31, 2009

17,560,921

$

29.69

$

3.4

Exercised

(616,245)

$

13.73

 

 

Granted

1,776,175

$

15.63

 

 

Forfeited

(1,605,062)

$

33.68

 

 

Options outstanding, December 31, 2010

17,115,789

$

28.32

$

18.0

Options exercisable (fully vested)-

 

 

 

 

 

December 31, 2008

9,011,677

$

26.00

$

7.6

December 31, 2009

10,869,336

$

28.36

$

0.0

December 31, 2010

11,712,900

$

29.74

$

5.8


The exercise prices for options outstanding as of December 31, 2010, range from $7.22 to $53.14 per share.  The Company estimates forfeitures based on historical data.  The weighted-average remaining contractual life for options outstanding as of December 31, 2010, was approximately 5.8 years. The weighted-average remaining contractual term of options currently exercisable as of December 31, 2010, was approximately 4.7 years.  Options to purchase 5,874,704, 2,989,805 and 5,031,718, shares of the Company’s common stock were available for issuance under the Plan at December 31, 2010, 2009 and 2008, respectively.  As of December 31, 2010, the Company had 5,402,889 options expected to vest, with a weighted-average exercise price per share of $25.61 and an aggregate intrinsic value of $7.4 million.


Cash received from options exercised under the Plan was approximately $8.5 million, $1.5 million and $38.3 million, for the years ended December 31, 2010, 2009 and 2008, respectively.  The total intrinsic value of options exercised during 2010, 2009 and 2008 was approximately $2.1 million, $0.2 million, and $35.0 million, respectively.


The Company recognized expenses associated with its equity awards of approximately $14.2 million, $13.3 million, and $12.9 million, for the years ended December 31, 2010, 2009 and 2008, respectively. As of December 31, 2010, the Company had approximately $24.4 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 1.8 years.


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, 2010. The Company’s contributions to the plan were approximately $2.1 million, $1.8 million, and $1.5 million for the years ended December 31, 2010, 2009 and 2008, respectively.


Due to declining economic conditions resulting in the lack of transactional activity within the real estate industry as a whole, the Company had accrued approximately $3.6 million at December 31, 2008, relating to severance costs associated with employees that had been terminated during January 2009.  Also, as a result of continued economic decline, the Company recorded an additional accrual of approximately $3.6 million for severance costs associated with employee terminations during 2009.  


88



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




24.   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. The Company is also subject to local taxes on certain Non-U.S. investments.


Reconciliation between GAAP Net Income and Federal Taxable Income:


The following table reconciles GAAP net income/(loss) to taxable income for the years ended December 31, 2010, 2009 and 2008 (in thousands):


 

 

2010

(Estimated)

 

2009

(Actual)

 

2008

(Actual)

GAAP net income/(loss) attributable to the Company

$

142,868

$

(3,942)

$

249,902

Less: GAAP net loss/(income) of taxable REIT subsidiaries

 

13,920

 

67,844

 

(9,002)

GAAP net income from REIT operations (a)

 

156,788

 

63,902

 

240,900

Net book depreciation in excess of tax depreciation

 

20,577

 

25,145

 

19,249

Deferred/prepaid/above and below market rents, net

 

(19,206)

 

(21,863)

 

(17,521)

Book/tax differences from non-qualified stock options

 

9,853

 

11,128

 

(15,994)

Book/tax differences from investments in real estate joint ventures

 

51,448

 

53,152

 

55,047

Book/tax difference on sale of property

 

(32,942)

 

(18,666)

 

5,617

Valuation adjustment of foreign currency contracts

 

-

 

-

 

(35)

Book adjustment to property carrying values and marketable equity securities

 

28,843

 

107,468

 

71,638

Other book/tax differences, net

 

(7,482)

 

(6,250)

 

10,769

Adjusted REIT taxable income

$

207,879

$

214,016

$

369,670


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


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


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


For the years ended December 31, 2010, 2009 and 2008 cash dividends paid exceeded the dividends paid deduction and amounted to $306,964, $331,024, and $469,024, respectively.  


89



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, 2010, 2009 and 2008, (in thousands):


 

 

2010

 

 

 

2009

 

 

 

2008

 

 

Preferred F Dividends

 

 

 

 

 

 

 

 

 

 

 

 

  Ordinary income

$

11,638

 

100%

$

11,638

 

100%

$

9,079

 

78%

  Capital gain

 

-

 

-%

 

-

 

-%

 

2,559

 

22%

 

$

11,638

 

100%

$

11,638

 

100%

$

11,638

 

100%

Preferred G Dividends

 

 

 

 

 

 

 

 

 

 

 

 

  Ordinary income

$

35,650

 

100%

$

35,650

 

100%

$

28,197

 

78%

  Capital gain

 

-

 

-%

 

-

 

-%

 

7,948

 

22%

 

$

35,650

 

100%

$

35,650

 

100%

$

36,145

 

100%

Common Dividends

 

 

 

 

 

 

 

 

 

 

 

 

  Ordinary income

$

181,773

 

70%

$

204,291

 

72%

$

290,656

 

69%

  Capital gain

 

-

 

-%

 

-

 

-%

 

80,036

 

19%

  Return of capital

 

77,903

 

30%

 

79,445

 

28%

 

50,549

 

12%

 

$

259,676

 

100%

$

283,736

 

100%

$

421,241

 

100%

Total dividends distributed

$

306,964

 

 

$

331,024

 

 

$

469,024

 

 


Taxable REIT Subsidiaries and Taxable Entities:


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, and Blue Ridge Real Estate Company/Big Boulder Corporation.  The Company is also subject to local taxes on certain Non-U.S investments.


Income taxes have been provided for on the asset and liability method as required by the FASB’s Income Tax guidance.  Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities.


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, 2010, 2009, and 2008, are summarized as follows (in thousands):


 

 

2010

 

2009

 

2008

Loss before income taxes – U.S.

$

(23,658)

$

(104,231)

$

(3,972)

Benefit for income taxes:

 

 

 

 

 

 

Federal

 

8,618 

 

35,254 

 

11,026 

State and local

 

1,120 

 

1,133 

 

1,948 

Total tax benefit – U.S.

 

9,738 

 

36,387 

 

12,974 

GAAP net (loss)/income from taxable REIT subsidiaries

$

(13,920)

$

(67,844)

$

9,002 

 

 

 

 

 

 

 

Income/(loss) before taxes – Non-U.S.

$

102,426

$

106,269

$

(28,169)

Non-U.S. tax provision

$

13,241

$

6,475

$

2,597


90



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



The Company’s deferred tax assets and liabilities at December 31, 2010 and 2009, were as follows (in thousands):


 

 

2010

 

2009

Deferred tax assets:

 

 

 

 

   Tax/GAAP basis differences

$

80,539

$

70,198

   Net operating losses

 

43,700

 

55,613

   Related party deferred loss

 

7,275

 

-

   Tax credit carryforwards

 

5,240

 

6,319

   Non-U.S. tax/GAAP basis differences

 

25,375

 

22,698

   Valuation allowance

 

(33,783)

 

(33,783)

Total deferred tax assets

 

128,346

 

121,045

Deferred tax liabilities – U.S.

 

(10,108)

 

(14,005)

Deferred tax liabilities – Non-U.S.

 

(15,619)

 

(13,521)

Net deferred tax assets

$

102,619

$

93,519


As of December 31, 2010, the Company had net deferred tax assets of approximately $102.6 million. This net deferred tax asset includes approximately $9.9 million for the tax effect of net operating losses, (“NOL”) after the impact of a valuation allowance of $33.8 million, relating to FNC. The partial valuation allowance on the FNC deferred tax asset reduces the deferred tax asset related to NOLs to the amount that is more likely than not realizable.  The Company based the valuation allowance related to FNC on projected taxable income and the expected utilization of remaining net operating loss carryforwards.  Additionally, FNC has approximately $3.2 million of deferred tax assets relating to differences in GAAP book basis and tax basis of accounting.  The Company has foreign net deferred tax assets of $9.8 million, relating to its operations in Canada and Mexico due to differences in GAAP book basis and tax basis of accounting.  The Company’s remaining net deferred tax asset of approximately $79.7 million primarily relates to KRS and consists of (i) $10.1 million in deferred tax liabilities, (ii) $7.3 million related to partially deferred losses, (iii) $5.2 million in tax credit carryforwards, $3.9 million of which expire from 2027 through 2030 and $1.3 million that do not expire and (iv) $77.3 million primarily relating to differences in GAAP book basis and tax basis of accounting for (i) real estate assets, (ii) real estate joint ventures, (iii) other real estate investments, and (iv) asset impairments charges that have been recorded for book purposes but not yet recognized for tax purposes and (v) other miscellaneous deductible temporary differences.


As of December 31, 2010, the Company determined that no valuation allowance was needed against the $79.7 million net deferred tax asset within KRS. This determination was based upon the Company’s analysis of both positive evidence, which includes future projected income for KRS and negative evidence, which consists of a three year cumulative pre-tax book loss of approximately $105.1 million for KRS. The cumulative loss was primarily the result of significant impairment charges taken by KRS during 2010 and 2009 of approximately $22.5 million and approximately $91.7 million, respectively.


The Company believes, when evaluating KRS’s deferred tax assets, special consideration should be given to the unique relationship between the Company as a REIT and KRS as a taxable REIT subsidiary.  This relationship exists primarily to protect the REIT’s qualification under the Code by permitting, within certain limits, the REIT to engage in certain business activities in which the REIT cannot directly participate.  As such, the REIT controls which and when investments are held in, or distributed or sold from, KRS.  This relationship distinguishes a REIT and taxable REIT subsidiary from an enterprise that operates as a single, consolidated corporate taxpayer.  The Company will continue through this structure to operate certain business activities in KRS.  KRS has a strong earnings history exclusive of the impairment charges. Since 2001, KRS has produced taxable income in each year through 2008. Over the three year period prior to its first tax loss year (2009), KRS generated approximately $59.4 million of taxable income cumulatively, before net operating loss carrybacks.  KRS estimates that it will report taxable income for its 2010 tax year.  


KRS’s activities historically consisted of a merchant building business for the ground-up development of shopping center properties and subsequent sale upon completion.  KRS also made investments which included redevelopment properties and joint venture investments such as KRS’s investment in the Albertson’s joint venture.  During 2009, the Company changed its merchant building strategy from a sale upon completion strategy to a long-term hold strategy for its remaining merchant building projects.  In addition, KRS still holds its interest in the Albertson’s joint venture.


91



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



With the Company’s change in its merchant building strategy, future business operations at KRS do not support the previous capital structure.  To that extent, the Company recapitalized and KRS paid down approximately $369 million of intercompany loans during 2010.  As of December 31, 2010, KRS’s intercompany payable was approximately $195 million.  KRS committed to maintain this reduced leverage at its current level.  In addition, the Company committed to transfer a portion of the Company’s property management business to KRS, which is expected to generate approximately $2 million of income annually.


To determine future projected income, the Company scheduled KRS’s pre-tax book income and taxable income over a twenty year period taking into account its continuing operations (“Core Earnings”).  Core Earnings consist of estimated net operating income for properties currently in service and generating rental income from existing tenants. Major lease turnover is not expected in these properties as these properties were generally constructed and leased within the past three years. To allow the forecast to remain objective and verifiable, no income growth was forecasted for any other aspect of KRS’s continuing business activities including its investment in the Albertson’s joint venture. The Company also included future known events in its projected income forecast, such as the maturity of certain mortgages and construction loans, the reduced level of intercompany debt, and future property management income, each of which will increase future book and taxable income.  In addition, the Company can employ additional strategies to realize KRS’s deferred tax assets including transferring a greater portion of its property management business, sale of certain built-in gain assets, and further reducing intercompany debt.


The Company’s projection of KRS’s future taxable income, utilizing the assumptions above with respect to Core Earnings, reductions in interest expense and future management fee income, net of related expenses, generates approximately $66.0 million after the reversal of approximately $77.7 million of deductible temporary differences (tax effected).  As a result of this analysis the Company has determined it is more likely than not that KRS’s net deferred tax asset of $79.7 million will be realized and therefore, no valuation allowance is needed at December 31, 2010. If future income projections do not occur as forecasted or the Company incurs additional impairment losses, the Company will reevaluate the need for a valuation allowance.


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, 2010 and 2009.  Operating losses and the valuation allowance are primarily due to the Company’s consolidation of FNC for accounting and reporting purposes.  At December 31, 2010, FNC had approximately $112.1 million of NOL carryforwards that expire from 2022 through 2025, with a tax value of approximately $43.7 million.  At December 31, 2009, FNC had approximately $117.5 million of NOL carryforwards, with a tax value of approximately $45.8 million.  A valuation allowance of $33.8 million has been established for a portion of these deferred tax assets.  The Company will continue to assess this valuation allowance to determine if adjustments are needed.


(Benefit)/provision differ from the amount computed by applying the statutory federal income tax rate to taxable income before income taxes were as follows (in thousands):


 

 

2010

 

2009

 

2008

Federal benefit at statutory tax rate (35%)

$

(8,280)

$

(36,481)

$

(1,390)

State and local taxes, net of federal benefit

 

(728)

 

(6,775)

 

(258)

Other

 

(730)

 

6,869 

 

(8,283)

Valuation allowance decrease

 

 

 

(3,043)

 

$

(9,738)

$

(36,387)

$

(12,974)


Uncertain Tax Positions:


The Company is subject to income tax in certain jurisdictions outside the U.S., principally Canada and Mexico.  The statute of limitations on assessment of tax varies from three to seven years depending on the jurisdiction and tax issue. Tax returns filed in each jurisdiction are subject to examination by local tax authorities. The Company is currently under audit by the Canadian Revenue Agency, Mexican Tax Authority and the IRS.  Resolutions of these audits are not expected to be material to our financial statements.   The Company does not believe that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.


92



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



The liability for uncertain tax benefits principally consists of estimated foreign, federal and state income tax liabilities and includes accrued interest and penalties of less than $0.1 million at December 31, 2010 and 2009.  The aggregate changes in the balance of unrecognized tax benefits were as follows (in thousands):


 

 

2010

Balance, beginning of year (1)

$

13,090

Increases for tax positions related to current year

 

2,638

Decrease for audit settlements

 

(93)

Reductions due to lapsed statute of limitations

 

(727)

Balance, end of year

$

14,908


(1) The Company partially reclassed a net foreign deferred tax asset, including a valuation allowance, from other assets to an uncertain tax position liability, which is classified within other liabilities.


25.   Supplemental Financial Information:


The following represents the results of operations, expressed in thousands except per share amounts, for each quarter during the years 2010 and 2009:


 

 

2010 (Unaudited)

 

 

Mar. 31

 

June 30

 

Sept. 30

 

Dec. 31

Revenues from rental property(1)

$

213,492

$

210,624 

$

210,227

$

215,206

 

 

 

 

 

 

 

 

 

Net income attributable to the Company

$

50,836

$

24,611

$

30,333

$

37,088

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

Basic

$

0.10

$

0.03

$

0.04

$

0.05

Diluted

$

0.10

$

0.03

$

0.04

$

0.05


 

 

2009 (Unaudited)

 

 

Mar. 31

 

June 30

 

Sept. 30

 

Dec. 31

Revenues from rental property(1)

$

192,188

$

187,815 

$

189,956

$

203,464

 

 

 

 

 

 

 

 

 

Net income/(loss) attributable to the Company

$

38,424

$

(134,651)

$

40,108

$

52,177

 

 

 

 

 

 

 

 

 

Net income/(loss) per common share:

 

 

 

 

 

 

 

 

Basic

$

0.10

$

(0.40)

$

0.07

$

0.11

Diluted

$

0.10

$

(0.40)

$

0.07

$

0.11


(1)  All periods have been adjusted to reflect the impact of operating properties sold during 2010 and 2009 and properties classified as held-for-sale as of December 31, 2010, which are reflected in the caption Discontinued operations on the accompanying Consolidated Statements of Operations.


Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of approximately $15.7 million and $12.2 million of billed accounts receivable and $4.9 million and $10.1 million for accrued unbilled common area maintenance and real estate recoveries at December 31, 2010 and 2009, respectively.


26.   Pro Forma Financial Information (Unaudited):


As discussed in Notes 5, 6 and 7, the Company and certain of its subsidiaries acquired and disposed of interests in certain operating properties during 2010.  The pro forma financial information set forth below is based upon the Company's historical Consolidated Statements of Operations for the years ended December 31, 2010 and 2009, adjusted to give effect to these transactions at the beginning of 2009.


93



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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 2009, 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,

 

 

2010

 

2009

Revenues from rental property

$

863.1 

$

792.7

Net income

$

144.0 

$

10.7

Net income/(loss) attributable to the Company’s common shareholders

$

73.7

$

(34.7)

 

 

 

 

 

Net income/(loss) attributable to the Company’s common shareholders per common share:

 

 

 

 

Basic

$

0.18

$

(0.10)

Diluted

$

0.18

$

(0.10)



94



KIMCO REALTY CORPORATION AND SUBSIDIARIES


SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS


For Years Ended December 31, 2010, 2009 and 2008

(in thousands)




 

 

Balance at beginning of period

 

Charged to expenses

 

Adjustments to valuation accounts

 

Deductions

 

Balance at end of period

Year Ended December 31, 2010

 

 

 

 

 

 

 

 

 

 

Allowance for uncollectable accounts

$

12,200

$

10,043

$

-

$

(6,531)

$

15,712

 

 

 

 

 

 

 

 

 

 

 

Allowance for deferred tax asset

$

33,783

$

-

$

-

$

-

$

33,783

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2009

 

 

 

 

 

 

 

 

 

 

Allowance for uncollectable accounts

$

9,000

$

4,579

$

-

$

(1,379)

$

12,200

 

 

 

 

 

 

 

 

 

 

 

Allowance for deferred tax asset

$

33,783

$

34,800

$

(34,800)

$

-

$

33,783

 

 

 

 

 

 

 

 

 

 

 

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



95



KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2010

 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

KDI-GLENN SQUARE

3,306,779

-

43,544,452

3,306,779

43,544,452

46,851,231

1,153,962

45,697,269

 

2006

 

KDI-THE GROVE

18,951,763

6,403,809

30,753,492

16,395,647

39,713,417

56,109,064

1,047,328

55,061,736

 

2007

 

KDI-CHANDLER AUTO MALLS

9,318,595

-

(4,371,892)

4,603,149

343,554

4,946,703

-

4,946,703

 

2004

 

DEV- EL MIRAGE

6,786,441

503,987

130,064

6,786,441

634,051

7,420,492

-

7,420,492

 

2008

 

TALAVI TOWN CENTER

8,046,677

17,291,542

-

8,046,677

17,291,542

25,338,218

6,981,553

18,356,665

 

 

2007

KIMCO MESA 679, INC. AZ

2,915,000

11,686,291

1,099,887

2,915,000

12,786,178

15,701,178

4,210,212

11,490,966

 

 

1998

MESA PAVILLIONS               

6,060,018

35,955,005

-

6,060,018

35,955,005

42,015,023

1,783,860

40,231,163

 

 

2009

MESA RIVERVIEW

15,000,000

-

135,411,005

307,992

150,103,013

150,411,005

17,566,385

132,844,620

 

2005

 

KDI-ANA MARIANA POWER CENTER

30,043,645

-

3,090,052

30,131,356

3,002,341

33,133,697

-

33,133,697

 

2006

 

METRO SQUARE

4,101,017

16,410,632

603,390

4,101,017

17,014,022

21,115,039

5,980,166

15,134,873

 

 

1998

HAYDEN PLAZA NORTH

2,015,726

4,126,509

5,463,097

2,015,726

9,589,606

11,605,332

2,838,829

8,766,503

 

 

1998

PHOENIX, COSTCO

5,324,501

21,269,943

1,199,155

4,577,869

23,215,730

27,793,599

4,899,172

22,894,428

 

 

1998

PHOENIX

2,450,341

9,802,046

821,993

2,450,341

10,624,039

13,074,380

3,803,781

9,270,599

 

 

1997

PINACLE  PEAK- N. CANYON RANCH

1,228,000

8,774,694

-

1,228,000

8,774,694

10,002,694

683,801

9,318,894

3,849,728

 

2009

KDI-ASANTE RETAIL CENTER

8,702,635

3,405,683

2,878,367

11,039,472

3,947,213

14,986,684

-

14,986,684

 

2004

 

DEV-SURPRISE II

4,138,760

94,572

1,035

4,138,760

95,607

4,234,367

-

4,234,367

 

2008

 

ALHAMBRA, COSTCO

4,995,639

19,982,557

81,490

4,995,639

20,064,047

25,059,686

6,550,987

18,508,699

 

 

1998

ANGEL'S CAMP TOWN CENTER

1,000,000

6,463,129

-

1,000,000

6,463,129

7,463,129

247,683

7,215,446

 

 

2009

MADISON PLAZA

5,874,396

23,476,190

309,125

5,874,396

23,785,316

29,659,711

7,711,257

21,948,454

 

 

1998

CHULA VISTA, COSTCO

6,460,743

25,863,153

11,674,917

6,460,743

37,538,070

43,998,813

10,054,791

33,944,023

 

 

1998

CORONA HILLS, COSTCO

13,360,965

53,373,453

4,573,671

13,360,965

57,947,124

71,308,089

18,356,720

52,951,369

 

 

1998

EAST AVENUE MARKET PLACE

1,360,457

3,055,127

258,550

1,360,457

3,313,677

4,674,134

1,809,982

2,864,152

1,900,737

 

2006

LABAND VILLAGE SC

5,600,000

13,289,347

(21,602)

5,607,237

13,260,509

18,867,746

3,435,389

15,432,357

8,537,846

 

2008

CUPERTINO VILLAGE

19,886,099

46,534,919

4,476,512

19,886,099

51,011,431

70,897,530

13,045,274

57,852,256

35,155,540

 

2006

CHICO CROSSROADS

9,975,810

30,534,524

687,461

9,987,652

31,210,143

41,197,795

4,564,028

36,633,767

25,102,125

 

2008

CORONA HILLS MARKETPLACE

9,727,446

24,778,390

51,708

9,727,446

24,830,098

34,557,544

4,750,202

29,807,342

 

 

2007

ELK GROVE VILLAGE

1,770,000

7,470,136

667,860

1,770,000

8,137,995

9,907,995

3,969,202

5,938,792

2,006,542

 

2006

WATERMAN PLAZA

784,851

1,762,508

(110,571)

784,851

1,651,937

2,436,788

802,787

1,634,001

1,373,091

 

2006

RIVER PARK SHOPPING CENTER

4,324,000

18,018,653

-

4,324,000

18,018,653

22,342,653

845,116

21,497,537

 

 

2009

GOLD COUNTRY CENTER

3,272,212

7,864,878

37,686

3,278,290

7,896,486

11,174,776

1,555,554

9,619,222

7,068,229

 

2008

LA MIRADA THEATRE CENTER

8,816,741

35,259,965

(7,723,889)

6,888,680

29,464,137

36,352,817

9,436,120

26,916,697

 

 

1998

KENNETH HAHN PLAZA  

4,114,863

7,660,855

-

4,114,863

7,660,855

11,775,718

675,851

11,099,868

6,000,000

 

2010

YOSEMITE NORTH SHOPPING CTR

2,120,247

4,761,355

564,711

2,120,247

5,326,066

7,446,312

2,878,043

4,568,269

 

 

2006


96




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

RALEY'S UNION SQUARE

1,185,909

2,663,149

(135,873)

1,185,909

2,527,276

3,713,186

1,219,077

2,494,108

 

 

2006

NOVATO FAIR S.C.   

9,259,778

15,599,790

-

9,259,778

15,599,790

24,859,568

1,074,288

23,785,280

13,055,956

 

2009

SOUTH NAPA MARKET PLACE

1,100,000

22,159,086

6,838,973

1,100,000

28,998,059

30,098,059

7,479,305

22,618,753

 

 

2006

PLAZA DI NORTHRIDGE

12,900,000

40,574,842

2,813,099

12,900,000

43,387,941

56,287,941

10,099,626

46,188,315

26,524,059

 

2005

POWAY CITY CENTRE

5,854,585

13,792,470

7,701,699

7,247,814

20,100,941

27,348,754

4,434,313

22,914,442

 

 

2005

REDWOOD CITY   

2,552,000

6,215,168

-

2,552,000

6,215,168

8,767,168

190,366

8,576,802

5,615,770

 

2009

NORTH POINT PLAZA

1,299,733

2,918,760

246,929

1,299,733

3,165,689

4,465,422

1,720,819

2,744,603

 

 

2006

RED BLUFF SHOPPING CTR

1,410,936

3,168,485

(125,876)

1,410,936

3,042,609

4,453,546

1,455,094

2,998,451

 

 

2006

TYLER STREET

3,020,883

7,811,339

37,443

3,200,516

7,669,149

10,869,665

2,220,622

8,649,043

6,803,997

 

2008

THE CENTRE

3,403,724

13,625,899

1,420,417

3,403,724

15,046,316

18,450,040

3,984,917

14,465,123

 

 

1999

SANTA ANA, HOME DEPOT

4,592,364

18,345,257

-

4,592,364

18,345,257

22,937,622

5,967,360

16,970,261

 

 

1998

SAN/DIEGO CARMEL MOUNTAIN

5,322,600

8,873,991

-

5,322,600

8,873,991

14,196,591

568,152

13,628,438

 

 

2009

FULTON MARKET PLACE

2,966,018

6,920,710

906,604

2,966,018

7,827,313

10,793,332

2,056,203

8,737,129

 

 

2005

MARIGOLD SC

15,300,000

25,563,978

3,382,398

15,300,000

28,946,376

44,246,376

9,613,151

34,633,225

 

 

2005

ELVERTA CROSSING              

3,520,333

6,715,076

(1,120,333)

2,400,000

6,715,076

9,115,076

1,710,117

7,404,959

 

 

2009

BLACK MOUNTAIN VILLAGE

4,678,015

11,913,344

35,697

4,678,015

11,949,041

16,627,056

2,837,966

13,789,090

 

 

2007

TRUCKEE CROSSROADS

2,140,000

8,255,753

477,340

2,140,000

8,733,093

10,873,093

4,590,249

6,282,844

3,651,341

 

2006

PARK PLACE                    

7,871,396

7,763,171

-

7,871,396

7,763,171

15,634,567

1,518,628

14,115,939

 

 

2009

WESTLAKE SHOPPING CENTER

16,174,307

64,818,562

92,157,277

16,174,307

156,975,839

173,150,145

21,191,508

151,958,638

 

 

2002

VILLAGE ON THE PARK

2,194,463

8,885,987

5,565,248

2,194,463

14,451,235

16,645,698

3,667,360

12,978,338

 

 

1998

AURORA QUINCY

1,148,317

4,608,249

865,714

1,148,317

5,473,963

6,622,280

1,610,037

5,012,244

 

 

1998

AURORA EAST BANK

1,500,568

6,180,103

741,264

1,500,568

6,921,367

8,421,935

2,300,798

6,121,137

 

 

1998

SPRING CREEK COLORADO

1,423,260

5,718,813

1,459,557

1,423,260

7,178,370

8,601,630

2,065,209

6,536,421

 

 

1998

DENVER WEST 38TH STREET

161,167

646,983

-

161,167

646,983

808,150

214,258

593,892

 

 

1998

ENGLEWOOD PHAR MOR

805,837

3,232,650

238,370

805,837

3,471,020

4,276,857

1,128,946

3,147,911

 

 

1998

FORT COLLINS

1,253,497

7,625,278

1,599,608

1,253,497

9,224,886

10,478,382

2,236,255

8,242,127

2,280,789

 

2000

HERITAGE WEST

1,526,576

6,124,074

218,260

1,526,576

6,342,334

7,868,910

2,092,897

5,776,013

 

 

1998

WEST FARM SHOPPING CENTER

5,805,969

23,348,024

661,091

5,805,969

24,009,115

29,815,084

7,687,627

22,127,457

 

 

1998

N.HAVEN, HOME DEPOT

7,704,968

30,797,640

771,317

7,704,968

31,568,957

39,273,925

10,071,233

29,202,692

 

 

1998

WATERBURY

2,253,078

9,017,012

705,284

2,253,078

9,722,296

11,975,374

4,116,147

7,859,227

 

 

1993

DOVER

122,741

66,738

5,026,014

3,024,375

2,191,119

5,215,494

6,573

5,208,920

 

 

2003

ELSMERE

-

3,185,642

1,149,460

-

4,335,102

4,335,102

3,185,642

1,149,461

 

1979

 

ALTAMONTE SPRINGS

770,893

3,083,574

(1,231,524)

538,796

2,084,146

2,622,943

738,556

1,884,386

 

 

1995

AUBURNDALE                    

751,315

-

-

751,315

-

751,315

-

751,315

 

 

2009

BOCA RATON

573,875

2,295,501

1,710,546

733,875

3,846,047

4,579,922

1,805,592

2,774,330

 

 

1992

BAYSHORE GARDENS, BRADENTON FL

2,901,000

11,738,955

804,762

2,901,000

12,543,717

15,444,717

4,106,373

11,338,344

 

 

1998


97




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

BRADENTON PLAZA

527,026

765,252

161,423

527,026

926,675

1,453,701

81,485

1,372,215

 

 

2005

SHOPPES @ MT. CARMEL          

204,432

937,457

-

204,432

937,457

1,141,890

16,355

1,125,535

 

 

2009

CORAL SPRINGS

710,000

2,842,907

3,886,302

710,000

6,729,209

7,439,209

2,293,671

5,145,538

 

 

1994

CORAL SPRINGS

1,649,000

6,626,301

425,546

1,649,000

7,051,847

8,700,847

2,373,534

6,327,312

 

 

1997

CURLEW CROSSING S.C.

5,315,955

12,529,467

1,346,836

5,315,955

13,876,303

19,192,258

2,545,734

16,646,524

 

 

2005

CLEARWATER FL

3,627,946

918,466

(269,494)

2,174,938

2,101,980

4,276,918

140,798

4,136,119

 

 

2007

EAST ORLANDO

491,676

1,440,000

2,640,506

1,007,882

3,564,301

4,572,182

2,170,962

2,401,221

 

1971

 

FERN PARK

225,000

902,000

6,066,629

225,000

6,968,629

7,193,629

2,681,695

4,511,934

 

1968

 

FT.LAUDERDALE/CYPRESS CREEK

14,258,760

28,042,390

-

14,258,760

28,042,390

42,301,150

1,403,416

40,897,734

23,851,110

 

2009

OAKWOOD BUSINESS CTR-BLDG 1

6,792,500

18,662,565

-

6,792,500

18,662,565

25,455,065

937,560

24,517,505

9,428,186

 

2009

REGENCY PLAZA

2,410,000

9,671,160

508,023

2,410,000

10,179,183

12,589,183

3,003,922

9,585,260

 

 

1999

SHOPPES AT AMELIA CONCOURSE

7,600,000

-

8,608,581

1,138,216

15,070,365

16,208,581

524,878

15,683,703

 

2003

 

AVENUES WALKS

26,984,546

-

49,805,291

33,225,306

43,564,531

76,789,837

-

76,789,837

 

2005

 

RIVERPLACE SHOPPING CTR.      

7,503,282

31,011,027

-

7,503,282

31,011,027

38,514,309

394,591

38,119,718

 

 

2010

BEACHES & HODGES              

1,033,058

-

(390,214)

642,844

-

642,844

-

642,844

 

 

2009

KISSIMMEE

1,328,536

5,296,652

(3,901,409)

1,328,536

1,395,243

2,723,779

407,556

2,316,223

 

 

1996

LAUDERDALE LAKES

342,420

2,416,645

3,330,621

342,420

5,747,266

6,089,686

4,032,407

2,057,280

 

1968

 

MERCHANTS WALK

2,580,816

10,366,090

1,281,829

2,580,816

11,647,919

14,228,735

2,929,315

11,299,420

 

 

2001

LARGO

293,686

792,119

1,620,990

293,686

2,413,109

2,706,795

1,864,006

842,789

 

1968

 

LEESBURG

-

171,636

193,651

-

365,287

365,287

299,578

65,709

 

1969

 

LARGO EAST BAY

2,832,296

11,329,185

2,013,967

2,832,296

13,343,152

16,175,448

7,167,331

9,008,117

 

 

1992

LAUDERHILL

1,002,733

2,602,415

12,547,372

1,774,443

14,378,077

16,152,520

8,289,307

7,863,213

 

1974

 

THE GROVES

1,676,082

6,533,681

1,071,147

2,606,246

6,674,664

9,280,910

1,545,612

7,735,298

 

 

2006

LAKE WALES                    

601,052

-

-

601,052

-

601,052

-

601,052

 

 

2009

MELBOURNE

-

1,754,000

2,672,044

-

4,426,044

4,426,044

2,600,136

1,825,908

 

1968

 

GROVE GATE

365,893

1,049,172

1,207,100

365,893

2,256,272

2,622,165

1,824,704

797,462

 

1968

 

CHEVRON OUTPARCEL             

530,570

1,253,410

-

530,570

1,253,410

1,783,980

-

1,783,980

 

 

2010

NORTH MIAMI

732,914

4,080,460

10,942,858

732,914

15,023,319

15,756,232

7,261,199

8,495,034

6,377,402

 

1985

MILLER ROAD

1,138,082

4,552,327

1,892,708

1,138,082

6,445,036

7,583,117

5,283,284

2,299,833

 

 

1986

MARGATE

2,948,530

11,754,120

7,910,575

2,948,530

19,664,695

22,613,225

6,474,007

16,139,218

 

 

1993

MT. DORA

1,011,000

4,062,890

423,237

1,011,000

4,486,127

5,497,127

1,460,830

4,036,297

 

 

1997

KENDALE LAKES PLAZA           

18,491,461

28,496,001

(3,129,234)

15,362,227

28,496,001

43,858,228

1,363,462

42,494,766

16,228,789

 

2009

PLANTATION CROSSING

7,524,800

-

10,778,436

7,153,784

11,149,452

18,303,236

543,827

17,759,409

 

2005

 

MILTON, FL

1,275,593

-

-

1,275,593

-

1,275,593

-

1,275,593

 

 

2007

FLAGLER PARK

26,162,980

80,737,041

1,536,225

26,162,980

82,273,267

108,436,247

10,298,181

98,138,066

26,245,460

 

2007

ORLANDO

923,956

3,646,904

3,136,371

1,172,119

6,535,112

7,707,231

2,268,972

5,438,259

 

 

1995


98




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

SODO S.C.

-

68,139,271

5,914,301

-

74,053,571

74,053,571

1,782,197

72,271,375

 

 

2008

RENAISSANCE CENTER

9,104,379

36,540,873

5,059,585

9,122,758

41,582,080

50,704,837

14,958,358

35,746,479

 

 

1998

SAND LAKE

3,092,706

12,370,824

1,799,593

3,092,706

14,170,417

17,263,123

5,847,933

11,415,189

 

 

1994

ORLANDO

560,800

2,268,112

3,203,429

580,030

5,452,310

6,032,341

1,833,076

4,199,265

 

 

1996

OCALA

1,980,000

7,927,484

8,601,388

1,980,000

16,528,872

18,508,872

4,805,244

13,703,628

 

 

1997

MILLENIA PLAZA PHASE II       

7,711,000

20,702,992

-

7,711,000

20,702,992

28,413,992

1,773,959

26,640,033

 

 

2009

POMPANO BEACH

97,169

874,442

1,847,034

97,169

2,721,476

2,818,645

1,819,851

998,794

 

1968

 

GONZALEZ

1,620,203

-

40,689

954,876

706,016

1,660,892

-

1,660,892

 

 

2007

PALM BEACH GARDENS            

2,764,953

11,059,812

-

2,764,953

11,059,812

13,824,765

221,196

13,603,569

 

 

2009

ST. PETERSBURG

-

917,360

1,266,811

-

2,184,171

2,184,171

992,404

1,191,767

 

1968

 

TUTTLE BEE SARASOTA

254,961

828,465

1,781,105

254,961

2,609,570

2,864,531

1,963,794

900,737

 

 

2008

SOUTH EAST SARASOTA

1,283,400

5,133,544

3,402,628

1,399,525

8,420,047

9,819,572

4,366,216

5,453,356

 

 

1989

SANFORD

1,832,732

9,523,261

6,047,782

1,832,732

15,571,043

17,403,775

8,631,150

8,772,625

 

 

1989

STUART

2,109,677

8,415,323

991,970

2,109,677

9,407,293

11,516,970

3,898,693

7,618,277

 

 

1994

SOUTH MIAMI

1,280,440

5,133,825

2,869,631

1,280,440

8,003,456

9,283,896

2,942,977

6,340,919

 

 

1995

TAMPA

5,220,445

16,884,228

2,190,181

5,220,445

19,074,408

24,294,854

5,870,695

18,424,159

 

 

1997

VILLAGE COMMONS S.C.

2,192,331

8,774,158

1,227,425

2,192,331

10,001,583

12,193,914

3,055,636

9,138,278

 

 

1998

MISSION BELL SHOPPING CENTER

5,056,426

11,843,119

8,709,138

5,067,033

20,541,650

25,608,684

4,087,725

21,520,958

 

 

2004

WEST PALM BEACH

550,896

2,298,964

1,402,799

550,896

3,701,763

4,252,659

1,259,136

2,993,524

 

 

1995

THE SHOPS AT WEST MELBOURNE

2,200,000

8,829,541

5,210,796

2,200,000

14,040,337

16,240,337

4,418,693

11,821,644

 

 

1998

CROSS COUNTRY PLAZA           

16,510,000

18,264,427

-

16,510,000

18,264,427

34,774,427

816,977

33,957,450

 

 

2009

AUGUSTA

1,482,564

5,928,122

2,441,895

1,482,564

8,370,017

9,852,581

2,949,329

6,903,252

 

 

1995

MARKET AT HAYNES BRIDGE

4,880,659

21,549,424

567,717

4,889,862

22,107,939

26,997,801

3,502,179

23,495,621

15,718,903

 

2008

EMBRY VILLAGE

18,147,054

33,009,514

313,855

18,160,524

33,309,899

51,470,423

4,687,316

46,783,107

30,750,103

 

2008

SAVANNAH

2,052,270

8,232,978

1,464,610

2,052,270

9,697,588

11,749,858

4,370,265

7,379,593

 

 

1993

SAVANNAH

652,255

2,616,522

4,943,932

652,256

7,560,454

8,212,709

1,384,471

6,828,238

 

 

1995

CHATHAM PLAZA

13,390,238

35,115,882

659,231

13,403,262

35,762,088

49,165,350

5,515,239

43,650,111

29,461,967

 

2008

KIHEI CENTER

3,406,707

7,663,360

598,386

3,406,707

8,261,745

11,668,453

4,519,371

7,149,082

 

 

2006

CLIVE

500,525

2,002,101

-

500,525

2,002,101

2,502,626

765,761

1,736,864

 

 

1996

KDI-METRO CROSSING

3,013,647

-

27,283,953

2,004,297

28,293,303

30,297,600

738,941

29,558,659

 

2006

 

SOUTHDALE SHOPPING CENTER

1,720,330

6,916,294

3,660,901

1,720,330

10,577,195

12,297,525

2,638,260

9,659,265

1,845,828

 

1999

DES MOINES

500,525

2,559,019

37,079

500,525

2,596,098

3,096,623

969,866

2,126,757

 

 

1996

DUBUQUE

-

2,152,476

10,848

-

2,163,324

2,163,324

729,111

1,434,213

 

 

1997

WATERLOO

500,525

2,002,101

2,869,100

500,525

4,871,201

5,371,726

2,289,977

3,081,748

 

 

1996

NAMPA (HORSHAM) FUTURE DEV.

6,501,240

-

12,463,995

10,729,939

8,235,296

18,965,235

-

18,965,235

 

2005

 

AURORA, N. LAKE

2,059,908

9,531,721

308,208

2,059,908

9,839,929

11,899,837

3,090,769

8,809,068

 

 

1998


99




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

BLOOMINGTON

805,521

2,222,353

4,241,061

805,521

6,463,414

7,268,935

3,770,654

3,498,281

 

1972

 

BELLEVILLE S.C.               

-

5,372,253

1,249,862

1,161,195

5,460,920

6,622,115

1,715,525

4,906,590

 

 

1998

BRADLEY

500,422

2,001,687

424,877

500,422

2,426,564

2,926,986

900,451

2,026,535

 

 

1996

CALUMET CITY

1,479,217

8,815,760

13,317,758

1,479,216

22,133,519

23,612,735

4,804,755

18,807,980

 

 

1997

COUNTRYSIDE

-

4,770,671

(4,531,252)

95,647

143,772

239,419

70,540

168,879

 

 

1997

CHICAGO

-

2,687,046

684,690

-

3,371,736

3,371,736

1,140,788

2,230,947

 

 

1997

CHAMPAIGN, NEIL ST.

230,519

1,285,460

725,493

230,519

2,010,953

2,241,472

576,659

1,664,813

 

 

1998

ELSTON

1,010,374

5,692,212

-

1,010,374

5,692,212

6,702,586

1,800,033

4,902,553

 

 

1997

S. CICERO

-

1,541,560

149,202

-

1,690,762

1,690,762

1,607,563

83,199

 

 

1997

CRYSTAL LAKE, NW HWY

179,964

1,025,811

299,796

180,269

1,325,302

1,505,571

366,641

1,138,931

 

 

1998

108 WEST GERMANIA PLACE

2,393,894

7,366,681

881

2,393,894

7,367,562

9,761,455

-

9,761,455

 

 

2008

168 NORTH MICHIGAN AVENUE

3,373,318

10,119,953

(5,877,491)

3,373,318

4,242,461

7,615,779

-

7,615,779

 

 

2008

BUTTERFIELD SQUARE

1,601,960

6,637,926

(3,588,725)

1,182,677

3,468,484

4,651,161

1,057,812

3,593,349

 

 

1998

DOWNERS PARK PLAZA

2,510,455

10,164,494

3,177,621

2,510,455

13,342,115

15,852,570

3,579,541

12,273,030

 

 

1999

DOWNER GROVE

811,778

4,322,956

2,113,742

811,778

6,436,698

7,248,476

1,962,607

5,285,870

 

 

1997

ELGIN

842,555

2,108,674

1,531,314

527,168

3,955,374

4,482,543

2,790,797

1,691,746

 

1972

 

FOREST PARK

-

2,335,884

-

-

2,335,884

2,335,884

794,219

1,541,665

 

 

1997

FAIRVIEW HTS, BELLVILLE RD.

-

11,866,880

1,906,567

-

13,773,447

13,773,447

4,192,500

9,580,947

 

 

1998

GENEVA

500,422

12,917,712

33,551

500,422

12,951,263

13,451,685

4,251,728

9,199,957

 

 

1996

LAKE ZURICH PLAZA

1,890,319

2,649,381

-

1,890,319

2,649,381

4,539,700

126,804

4,412,896

 

 

2005

MATTERSON

950,515

6,292,319

10,598,286

950,514

16,890,606

17,841,120

4,952,043

12,889,077

 

 

1997

MT. PROSPECT

1,017,345

6,572,176

3,925,140

1,017,345

10,497,316

11,514,661

3,482,914

8,031,747

 

 

1997

MUNDELEIN, S. LAKE

1,127,720

5,826,129

77,350

1,129,634

5,901,565

7,031,199

1,895,400

5,135,799

 

 

1998

NORRIDGE

-

2,918,315

-

-

2,918,315

2,918,315

986,656

1,931,659

 

 

1997

NAPERVILLE

669,483

4,464,998

80,672

669,483

4,545,670

5,215,153

1,496,996

3,718,157

 

 

1997

OTTAWA

137,775

784,269

700,540

137,775

1,484,809

1,622,584

1,023,929

598,655

 

 

2008

MARKETPLACE OF OAKLAWN

-

678,668

-

-

678,668

678,668

132,783

545,885

 

 

1998

ORLAND PARK, S. HARLEM

476,972

2,764,775

(2,694,903)

87,998

458,846

546,844

137,334

409,509

 

 

1998

OAK LAWN

1,530,111

8,776,631

465,920

1,530,111

9,242,552

10,772,662

3,059,976

7,712,686

 

 

1997

OAKBROOK TERRACE

1,527,188

8,679,108

3,298,212

1,527,188

11,977,320

13,504,508

3,466,074

10,038,433

 

 

1997

PEORIA

-

5,081,290

2,403,560

-

7,484,850

7,484,850

2,365,246

5,119,604

 

 

1997

FREESTATE BOWL

252,723

998,099

-

252,723

998,099

1,250,822

586,194

664,627

 

 

2003

ROCKFORD CROSSING

4,575,990

11,654,022

(525,684)

4,583,005

11,121,322

15,704,328

1,159,417

14,544,911

10,777,089

 

2008

ROUND LAKE BEACH PLAZA

790,129

1,634,148

653,862

790,129

2,288,010

3,078,139

188,468

2,889,670

 

 

2005

SKOKIE

-

2,276,360

9,518,382

2,628,440

9,166,303

11,794,742

2,284,680

9,510,062

 

 

1997

KRC STREAMWOOD

181,962

1,057,740

216,585

181,962

1,274,324

1,456,287

377,489

1,078,798

 

 

1998


100




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

WOODGROVE FESTIVAL

5,049,149

20,822,993

2,561,466

4,805,866

23,627,742

28,433,608

7,469,330

20,964,278

 

 

1998

WAUKEGAN PLAZA

349,409

883,975

2,276,671

349,409

3,160,646

3,510,055

97,670

3,412,385

 

 

2005

PLAZA EAST

1,236,149

4,944,597

3,272,562

1,140,849

8,312,459

9,453,308

2,782,344

6,670,964

 

 

1995

GREENWOOD

423,371

1,883,421

2,192,859

584,445

3,915,206

4,499,651

2,973,945

1,525,706

 

1970

 

GRIFFITH

-

2,495,820

981,912

1,001,100

2,476,632

3,477,732

848,514

2,629,218

 

 

1997

LAFAYETTE

230,402

1,305,943

169,272

230,402

1,475,215

1,705,617

1,375,611

330,006

 

1971

 

LAFAYETTE

812,810

3,252,269

4,305,610

2,379,198

5,991,492

8,370,689

1,903,779

6,466,910

 

 

1997

KRC MISHAWAKA 895

378,088

1,999,079

4,595,648

378,730

6,594,085

6,972,815

1,232,956

5,739,859

 

 

1998

SOUTH BEND, S. HIGH ST.

183,463

1,070,401

196,857

183,463

1,267,258

1,450,721

380,968

1,069,754

 

 

1998

OVERLAND PARK

1,183,911

6,335,308

142,374

1,185,906

6,475,686

7,661,593

2,024,058

5,637,535

 

 

1998

BELLEVUE

405,217

1,743,573

247,204

405,217

1,990,776

2,395,994

1,817,191

578,803

 

 

1976

LEXINGTON

1,675,031

6,848,209

5,586,178

1,551,079

12,558,339

14,109,418

5,314,931

8,794,487

 

 

1993

HAMMOND AIR PLAZA

3,813,873

15,260,609

6,923,873

3,813,873

22,184,482

25,998,355

6,024,374

19,973,981

 

 

1997

KIMCO HOUMA 274, LLC

1,980,000

7,945,784

790,355

1,980,000

8,736,139

10,716,139

2,427,173

8,288,966

 

 

1999

CENTRE AT WESTBANK

9,554,230

24,401,082

804,778

9,564,645

25,195,446

34,760,090

3,171,508

31,588,582

19,920,719

 

2008

LAFAYETTE

2,115,000

8,508,218

10,089,972

3,678,274

17,034,915

20,713,190

5,307,965

15,405,225

 

 

1997

PRIEN LAKE                    

6,426,167

15,181,072

-

6,426,167

15,181,072

21,607,239

90,688

21,516,551

15,557,106

 

2010

AMBASSADOR PLAZA              

1,803,672

4,260,966

-

1,803,672

4,260,966

6,064,638

25,454

6,039,184

4,585,415

 

2010

BAYOU WALK                    

4,586,895

10,836,007

-

4,586,895

10,836,007

15,422,902

89,267

15,333,635

12,943,806

 

2010

EAST SIDE PLAZA               

3,295,799

7,785,942

-

3,295,799

7,785,942

11,081,740

46,511

11,035,229

8,915,000

 

2010

493-495 COMMONWEALTH AVENUE

1,151,947

5,798,705

(5,624,239)

746,940

579,474

1,326,414

1,533

1,324,881

 

 

2008

497 COMMONWEALTH AVE.

405,007

1,196,594

657,904

405,007

1,854,497

2,259,505

1,097

2,258,408

 

 

2008

GREAT BARRINGTON

642,170

2,547,830

7,255,207

751,124

9,694,083

10,445,207

3,355,430

7,089,777

 

 

1994

HAVERHILL PLAZA               

3,281,768

7,752,796

-

3,281,768

7,752,796

11,034,565

92,626

10,941,939

7,089,821

 

2010

SHREWSBURY SHOPPING CENTER

1,284,168

5,284,853

4,625,463

1,284,168

9,910,316

11,194,483

2,479,409

8,715,074

 

 

2000

WILDE LAKE

1,468,038

5,869,862

172,856

1,468,038

6,042,718

7,510,755

1,380,729

6,130,026

 

 

2002

LYNX LANE

1,019,035

4,091,894

76,423

1,019,035

4,168,317

5,187,352

971,521

4,215,831

 

 

2002

CLINTON BANK BUILDING

82,967

362,371

-

82,967

362,371

445,338

228,188

217,150

 

 

2003

CLINTON BOWL

39,779

130,716

4,247

38,779

135,963

174,742

69,610

105,132

 

 

2003

VILLAGES AT URBANA

3,190,074

6,067

10,520,574

4,828,774

8,887,942

13,716,715

447,247

13,269,469

 

 

2003

GAITHERSBURG

244,890

6,787,534

230,545

244,890

7,018,079

7,262,969

1,999,674

5,263,295

 

 

1999

HAGERSTOWN

541,389

2,165,555

3,333,011

541,389

5,498,566

6,039,955

2,985,907

3,054,048

 

1973

 

SHAWAN PLAZA

4,466,000

20,222,367

(408,572)

4,466,000

19,813,795

24,279,795

6,245,367

18,034,427

10,103,983

 

2008

LAUREL

349,562

1,398,250

1,030,202

349,562

2,428,452

2,778,014

1,165,558

1,612,456

 

 

1995

LAUREL

274,580

1,100,968

283,421

274,580

1,384,389

1,658,969

1,383,200

275,769

 

1972

 

SOUTHWEST MIXED USE PROPERTY

403,034

1,325,126

306,510

361,035

1,673,635

2,034,670

779,093

1,255,577

 

 

2003


101




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

NORTH EAST STATION

869,385

-

(869,343)

42

-

42

-

42

 

 

2008

OWINGS MILLS PLAZA

303,911

1,370,221

(160,247)

303,911

1,209,973

1,513,885

35,693

1,478,191

 

 

2005

PERRY HALL

3,339,309

12,377,339

792,309

3,339,309

13,169,648

16,508,957

4,177,200

12,331,757

 

 

2003

TIMONIUM SHOPPING CENTER

6,000,000

24,282,998

16,235,286

7,331,195

39,187,088

46,518,284

13,699,291

32,818,993

 

 

2003

WALDORF BOWL

225,099

739,362

84,327

235,099

813,688

1,048,787

339,010

709,777

 

 

2003

WALDORF FIRESTONE

57,127

221,621

-

57,127

221,621

278,749

94,738

184,010

 

 

2003

BANGOR, ME

403,833

1,622,331

93,752

403,833

1,716,083

2,119,916

395,444

1,724,472

 

 

2001

MALLSIDE PLAZA

6,930,996

18,148,727

(231,616)

6,939,589

17,908,517

24,848,107

3,677,241

21,170,866

15,061,275

 

2008

CLAWSON

1,624,771

6,578,142

8,584,479

1,624,771

15,162,621

16,787,392

4,342,473

12,444,919

 

 

1993

WHITE LAKE

2,300,050

9,249,607

1,976,664

2,300,050

11,226,271

13,526,321

4,105,522

9,420,799

 

 

1996

CANTON TWP PLAZA

163,740

926,150

5,249,730

163,740

6,175,879

6,339,620

401,730

5,937,890

 

 

2005

CLINTON TWP PLAZA

175,515

714,279

1,149,267

59,450

1,979,611

2,039,061

302,411

1,736,650

 

 

2005

FARMINGTON

1,098,426

4,525,723

2,670,260

1,098,426

7,195,983

8,294,409

2,995,640

5,298,769

 

 

1993

LIVONIA

178,785

925,818

1,160,112

178,785

2,085,930

2,264,715

1,100,022

1,164,692

 

1968

 

MUSKEGON

391,500

958,500

884,339

391,500

1,842,839

2,234,339

1,591,280

643,059

 

 

1985

OKEMOS PLAZA

166,706

591,193

2,001,146

166,706

2,592,339

2,759,045

68,762

2,690,283

279,280

 

2005

TAYLOR

1,451,397

5,806,263

275,289

1,451,397

6,081,552

7,532,949

2,656,063

4,876,886

 

 

1993

WALKER

3,682,478

14,730,060

2,144,118

3,682,478

16,874,178

20,556,656

7,061,342

13,495,314

 

 

1993

EDEN PRAIRIE PLAZA

882,596

911,373

570,450

882,596

1,481,823

2,364,419

111,772

2,252,647

 

 

2005

FOUNTAINS AT ARBOR LAKES

28,585,296

66,699,024

7,490,487

28,585,296

74,189,511

102,774,807

9,256,538

93,518,269

 

 

2006

ROSEVILLE PLAZA

132,842

957,340

4,741,603

132,842

5,698,943

5,831,785

390,771

5,441,014

 

 

2005

ST. PAUL PLAZA

699,916

623,966

172,627

699,916

796,593

1,496,509

54,919

1,441,590

 

 

2005

CREVE COEUR, WOODCREST/OLIVE

1,044,598

5,475,623

615,905

960,814

6,175,312

7,136,126

1,968,114

5,168,012

 

 

1998

CRYSTAL CITY, MI

-

234,378

-

-

234,378

234,378

73,317

161,062

 

 

1997

INDEPENDENCE, NOLAND DR.

1,728,367

8,951,101

193,000

1,731,300

9,141,168

10,872,468

2,898,106

7,974,362

 

 

1998

NORTH POINT SHOPPING CENTER

1,935,380

7,800,746

563,794

1,935,380

8,364,540

10,299,920

2,502,700

7,797,220

 

 

1998

KIRKWOOD

-

9,704,005

11,444,242

-

21,148,247

21,148,247

9,086,211

12,062,036

 

 

1998

KANSAS CITY

574,777

2,971,191

274,976

574,777

3,246,167

3,820,944

1,088,085

2,732,858

 

 

1997

LEMAY

125,879

503,510

3,828,858

451,155

4,007,092

4,458,247

1,028,519

3,429,728

 

1974

 

GRAVOIS

1,032,416

4,455,514

10,964,529

1,032,413

15,420,046

16,452,459

7,281,690

9,170,769

 

 

2008

ST. CHARLES-UNDERDEVELOPED LAND, MO

431,960

-

758,854

431,960

758,855

1,190,814

190,650

1,000,164

 

 

1998

SPRINGFIELD

2,745,595

10,985,778

6,694,808

2,904,022

17,522,159

20,426,181

6,164,260

14,261,922

 

 

1994

KMART PARCEL

905,674

3,666,386

4,933,942

905,674

8,600,328

9,506,001

1,816,415

7,689,587

1,921,311

 

2002

KRC ST. CHARLES

-

550,204

-

-

550,204

550,204

169,294

380,910

 

 

1998

ST. LOUIS, CHRISTY BLVD.

809,087

4,430,514

2,715,164

809,087

7,145,678

7,954,765

1,916,888

6,037,877

 

 

1998

OVERLAND

-

4,928,677

822,197

-

5,750,874

5,750,874

1,949,558

3,801,316

 

 

1997


102




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

ST. LOUIS

-

5,756,736

849,684

-

6,606,420

6,606,420

2,287,292

4,319,128

 

 

1997

ST. LOUIS

-

2,766,644

143,298

-

2,909,942

2,909,942

2,909,942

0

 

 

1997

ST. PETERS

1,182,194

7,423,459

7,227,838

1,563,694

14,269,797

15,833,491

8,657,072

7,176,419

 

 

1997

SPRINGFIELD,GLENSTONE AVE.

-

608,793

1,853,943

-

2,462,736

2,462,736

660,318

1,802,417

 

 

1998

KDI-TURTLE CREEK

11,535,281

-

32,860,060

10,150,881

34,244,460

44,395,341

3,283,402

41,111,939

 

2004

 

CHARLOTTE

919,251

3,570,981

1,108,884

919,251

4,679,865

5,599,116

1,819,773

3,779,343

 

 

2008

CHARLOTTE

1,783,400

7,139,131

2,890,477

1,783,400

10,029,608

11,813,008

3,562,263

8,250,744

 

 

1993

TYVOLA RD.

-

4,736,345

5,081,319

-

9,817,664

9,817,664

6,685,189

3,132,475

 

 

1986

CROSSROADS PLAZA

767,864

3,098,881

34,566

767,864

3,133,447

3,901,310

869,925

3,031,386

 

 

2000

KIMCO CARY 696, INC.

2,180,000

8,756,865

448,592

2,256,799

9,128,659

11,385,457

2,932,184

8,453,273

 

 

1998

LONG CREEK S.C.

4,475,000

-

13,190,510

6,718,573

10,946,937

17,665,510

571,294

17,094,216

15,827,111

 

2008

DURHAM

1,882,800

7,551,576

1,685,996

1,882,800

9,237,572

11,120,372

3,435,032

7,685,340

 

 

1996

HILLSBOROUGH CROSSING

519,395

-

-

519,395

-

519,395

-

519,395

 

 

2003

SHOPPES AT MIDWAY PLANTATION

6,681,212

-

18,567,825

5,403,673

19,845,364

25,249,037

1,774,867

23,474,170

 

2005

 

MIDTOWN CROSSING SHOPPING CTR.

7,412,437

17,511,022

-

7,412,437

17,511,022

24,923,460

-

24,923,460

 

 

2010

PARK PLACE

5,461,478

16,163,494

110,784

5,469,809

16,265,949

21,735,758

2,102,864

19,632,893

13,674,051

 

2008

MOORESVILLE CROSSING

12,013,727

30,604,173

(149,311)

11,625,801

30,842,788

42,468,589

3,614,924

38,853,665

 

 

2007

RALEIGH

5,208,885

20,885,792

11,983,872

5,208,885

32,869,664

38,078,549

12,036,512

26,042,037

 

 

1993

WAKEFIELD COMMONS II

6,506,450

-

(2,733,980)

2,357,636

1,414,834

3,772,470

173,263

3,599,207

 

2001

 

WAKEFIELD CROSSINGS

3,413,932

-

(3,017,960)

336,236

59,737

395,973

-

395,973

 

2001

 

EDGEWATER PLACE

3,150,000

-

10,108,078

3,062,768

10,195,310

13,258,078

936,502

12,321,576

 

2003

 

WINSTON-SALEM

540,667

719,655

5,193,233

540,667

5,912,888

6,453,555

2,809,714

3,643,841

4,954,750

1969

 

SORENSON PARK PLAZA

5,104,294

-

31,790,968

4,145,628

32,749,634

36,895,262

1,203,339

35,691,923

 

2005

 

LORDEN PLAZA

8,872,529

22,548,382

125,505

8,883,003

22,663,412

31,546,416

2,299,580

29,246,836

24,196,344

 

2008

NEW LONDON CENTER

4,323,827

10,088,930

1,221,595

4,323,827

11,310,525

15,634,352

2,227,333

13,407,019

 

 

2005

ROCKINGHAM

2,660,915

10,643,660

11,892,829

3,148,715

22,048,689

25,197,404

7,862,986

17,334,418

18,219,745

 

2008

BRIDGEWATER NJ

1,982,481

(3,666,959)

9,262,382

1,982,481

5,595,423

7,577,904

3,648,695

3,929,209

 

1998

 

BAYONNE BROADWAY

1,434,737

3,347,719

2,825,469

1,434,737

6,173,188

7,607,924

1,100,093

6,507,831

 

 

2004

BRICKTOWN PLAZA

344,884

1,008,941

(307,857)

344,884

701,084

1,045,968

19,475

1,026,493

 

 

2005

BRIDGEWATER PLAZA

350,705

1,361,524

5,944,259

350,705

7,305,783

7,656,488

26,673

7,629,815

 

 

2005

CHERRY HILL

2,417,583

6,364,094

1,581,275

2,417,583

7,945,370

10,362,952

5,651,412

4,711,540

 

1985

 

MARLTON PIKE

-

4,318,534

19,266

-

4,337,800

4,337,800

1,590,404

2,747,396

 

 

1996

CINNAMINSON

652,123

2,608,491

2,776,251

652,123

5,384,742

6,036,865

2,365,081

3,671,784

 

 

1996

EASTWINDOR VILLAGE

9,335,011

23,777,978

-

9,335,011

23,777,978

33,112,989

1,823,910

31,289,079

18,856,668

 

2008

HILLSBOROUGH

11,886,809

-

(6,880,755)

5,006,054

-

5,006,054

-

5,006,054

 

2001

 

HOLMDEL TOWNE CENTER

10,824,624

43,301,494

4,586,700

10,824,624

47,888,194

58,712,817

9,735,392

48,977,426

26,721,718

 

2002


103




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

HOLMDEL COMMONS

16,537,556

38,759,952

3,264,989

16,537,556

42,024,942

58,562,498

9,224,052

49,338,445

19,573,717

 

2004

HOWELL PLAZA

311,384

1,143,159

4,733,041

311,384

5,876,200

6,187,584

289,163

5,898,421

 

 

2005

KENVILLE PLAZA

385,907

1,209,864

94

385,907

1,209,958

1,595,865

120,810

1,475,055

 

 

2005

STRAUSS DISCOUNT AUTO

1,225,294

91,203

1,552,740

1,228,794

1,640,443

2,869,237

334,090

2,535,147

 

 

2002

MAPLE SHADE                   

-

9,957,611

-

-

9,957,611

9,957,611

224,040

9,733,570

 

 

2009

NORTH BRUNSWICK

3,204,978

12,819,912

18,463,022

3,204,978

31,282,934

34,487,912

10,606,382

23,881,529

27,592,106

 

1994

PISCATAWAY TOWN CENTER

3,851,839

15,410,851

612,255

3,851,839

16,023,106

19,874,945

5,171,938

14,703,007

11,086,867

 

1998

RIDGEWOOD

450,000

2,106,566

1,015,675

450,000

3,122,241

3,572,241

1,161,702

2,410,539

 

 

1993

SEA GIRT PLAZA

457,039

1,308,010

1,521,600

457,039

2,829,610

3,286,649

98,678

3,187,972

 

 

2005

UNION CRESCENT

7,895,483

3,010,640

25,425,192

8,696,579

27,634,737

36,331,316

2,978,444

33,352,872

 

 

2007

WESTMONT

601,655

2,404,604

10,626,230

601,655

13,030,835

13,632,489

4,081,862

9,550,627

 

 

1994

WILLOWBROOK PLAZA             

15,320,436

40,996,874

-

15,320,436

40,996,874

56,317,310

2,888,481

53,428,829

 

 

2009

SYCAMORE PLAZA

1,404,443

5,613,270

283,450

1,404,443

5,896,720

7,301,163

1,993,002

5,308,162

 

 

1998

PLAZA PASEO DEL-NORTE

4,653,197

18,633,584

1,174,031

4,653,197

19,807,614

24,460,812

6,326,807

18,134,004

 

 

1998

JUAN TABO, ALBUQUERQUE

1,141,200

4,566,817

328,487

1,141,200

4,895,304

6,036,504

1,584,305

4,452,199

 

 

1998

DEV-WARM SPRINGS PROMENADE    

7,226,363

19,109,946

-

7,226,363

19,109,946

26,336,309

3,074,797

23,261,512

13,615,013

 

2009

COMP USA CENTER

2,581,908

5,798,092

(363,745)

2,581,908

5,434,347

8,016,255

2,640,914

5,375,342

3,075,858

 

2006

DEL MONTE PLAZA

2,489,429

5,590,415

(125,171)

2,210,000

5,744,673

7,954,673

1,067,834

6,886,839

4,056,164

 

2006

D'ANDREA MARKETPLACE

11,556,067

29,435,364

-

11,556,067

29,435,364

40,991,432

2,789,155

38,202,276

15,407,784

 

2007

KEY BANK BUILDING

1,500,000

40,486,755

-

1,500,000

40,486,755

41,986,755

8,018,079

33,968,676

22,303,664

 

2006

BRIDGEHAMPTON

1,811,752

3,107,232

24,925,453

1,858,188

27,986,248

29,844,437

13,952,790

15,891,646

34,421,418

1972

 

TWO GUYS AUTO GLASS

105,497

436,714

-

105,497

436,714

542,211

86,852

455,358

 

 

2003

GENOVESE DRUG STORE

564,097

2,268,768

-

564,097

2,268,768

2,832,865

451,648

2,381,217

 

 

2003

KINGS HIGHWAY

2,743,820

6,811,268

1,338,513

2,743,820

8,149,781

10,893,601

1,914,588

8,979,013

 

 

2004

HOMEPORT-RALPH AVENUE

4,414,466

11,339,857

3,136,639

4,414,467

14,476,497

18,890,963

2,553,625

16,337,338

 

 

2004

BELLMORE

1,272,269

3,183,547

381,803

1,272,269

3,565,350

4,837,619

756,155

4,081,464

429,412

 

2004

STRAUSS CASTLE HILL PLAZA

310,864

725,350

241,828

310,864

967,178

1,278,042

173,320

1,104,722

 

 

2005

MARKET AT BAY SHORE

12,359,621

30,707,802

81,921

12,359,621

30,789,723

43,149,344

7,194,769

35,954,575

 

 

2006

231 STREET

3,565,239

-

-

3,565,239

-

3,565,239

-

3,565,239

 

 

2007

5959 BROADWAY

6,035,726

-

1,056,651

6,035,726

1,056,651

7,092,377

11,840

7,080,537

4,792,159

 

2008

KING KULLEN PLAZA

5,968,082

23,243,404

1,202,976

5,980,130

24,434,332

30,414,462

8,345,426

22,069,036

 

 

1998

KDI-CENTRAL ISLIP TOWN CENTER

13,733,950

1,266,050

909,076

5,088,852

10,820,224

15,909,076

796,629

15,112,447

9,642,685

2004

 

PATHMARK SC

6,714,664

17,359,161

526,939

6,714,664

17,886,100

24,600,764

2,811,691

21,789,073

6,834,029

 

2006

BIRCHWOOD PLAZA COMMACK

3,630,000

4,774,791

167,672

3,630,000

4,942,463

8,572,463

926,541

7,645,922

 

 

2007

ELMONT

3,011,658

7,606,066

2,204,704

3,011,658

9,810,769

12,822,428

2,010,579

10,811,849

 

 

2004

FRANKLIN SQUARE

1,078,541

2,516,581

3,380,386

1,078,541

5,896,967

6,975,507

893,615

6,081,893

 

 

2004


104




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

KISSENA BOULEVARD SC

11,610,000

2,933,487

1,519

11,610,000

2,935,006

14,545,006

702,852

13,842,153

 

 

2007

HAMPTON BAYS

1,495,105

5,979,320

3,382,736

1,495,105

9,362,056

10,857,161

4,309,086

6,548,074

 

 

1989

HICKSVILLE

3,542,739

8,266,375

1,359,896

3,542,739

9,626,271

13,169,010

1,987,433

11,181,577

 

 

2004

100 WALT WHITMAN ROAD

5,300,000

8,167,577

41,843

5,300,000

8,209,420

13,509,420

1,299,985

12,209,434

 

 

2007

BP AMOCO GAS STATION

1,110,593

-

539

1,110,593

539

1,111,131

-

1,111,131

 

 

2007

BIRCHWOOD PLAZA (NORTH & SOUTH)

12,368,330

33,071,495

174,943

12,368,330

33,246,439

45,614,769

4,072,638

41,542,131

13,650,202

 

2007

501 NORTH BROADWAY

-

1,175,543

607

-

1,176,150

1,176,150

504,860

671,290

 

 

2007

MERRYLANE (P/L)

1,485,531

1,749

539

1,485,531

2,288

1,487,819

120

1,487,699

 

 

2007

DOUGLASTON SHOPPING CENTER

3,277,254

13,161,218

3,597,984

3,277,253

16,759,202

20,036,455

2,886,667

17,149,789

 

 

2003

STRAUSS MERRICK BLVD

450,582

1,051,359

351,513

450,582

1,402,872

1,853,454

251,397

1,602,057

 

 

2005

MANHASSET VENTURE LLC

4,567,003

19,165,808

26,076,214

4,421,939

45,387,086

49,809,026

14,154,386

35,654,640

19,443,155

 

1999

MASPETH QUEENS-DUANE READE

1,872,013

4,827,940

931,187

1,872,013

5,759,126

7,631,139

1,113,880

6,517,259

 

 

2004

MASSAPEQUA

1,880,816

4,388,549

964,761

1,880,816

5,353,310

7,234,126

1,220,482

6,013,643

 

 

2004

MINEOLA SC

4,150,000

7,520,692

(426,144)

4,150,000

7,094,549

11,244,549

1,183,249

10,061,299

 

 

2007

BIRCHWOOD PARK DRIVE (LAND LOT)

3,507,162

4,126

782

3,507,406

4,665

3,512,071

282

3,511,789

 

 

2007

SMITHTOWN PLAZA               

3,528,000

7,364,098

-

3,528,000

7,364,098

10,892,098

279,191

10,612,907

6,679,564

 

2009

4452 BROADWAY

12,412,724

-

(1,900,000)

10,512,724

-

10,512,724

-

10,512,724

8,552,161

 

2007

82 CHRISTOPHER STREET

972,813

2,974,676

452,183

925,000

3,474,671

4,399,671

419,464

3,980,207

2,912,575

 

2005

PREF. EQUITY 100 VANDAM

5,125,000

16,143,321

1,160,884

6,468,478

15,960,728

22,429,205

1,730,514

20,698,691

 

 

2006

PREF. EQUITY-30 WEST 21ST STREET

6,250,000

21,974,274

16,010,387

6,250,000

37,984,662

44,234,662

194,439

44,040,223

20,713,296

 

2007

AMERICAN MUFFLER SHOP

76,056

325,567

28,980

76,056

354,547

430,604

64,948

365,655

 

 

2003

PLAINVIEW

263,693

584,031

9,795,918

263,693

10,379,949

10,643,642

4,789,166

5,854,475

13,828,416

1969

 

POUGHKEEPSIE

876,548

4,695,659

12,696,051

876,548

17,391,710

18,268,258

7,944,325

10,323,933

15,634,552

1972

 

STRAUSS JAMAICA AVENUE

1,109,714

2,589,333

596,178

1,109,714

3,185,511

4,295,225

568,288

3,726,937

 

 

2005

SYOSSET, NY

106,655

76,197

1,551,676

106,655

1,627,873

1,734,528

917,566

816,962

 

1990

 

STATEN ISLAND

2,280,000

9,027,951

5,301,925

2,280,000

14,329,876

16,609,876

8,453,280

8,156,595

 

 

1989

STATEN ISLAND

2,940,000

11,811,964

1,159,287

3,148,424

12,762,826

15,911,251

4,228,992

11,682,259

 

 

1997

STATEN ISLAND PLAZA

5,600,744

6,788,460

(2,441,387)

5,600,744

4,347,074

9,947,817

111,125

9,836,692

 

 

2005

HYLAN PLAZA

28,723,536

38,232,267

33,532,295

28,723,536

71,764,563

100,488,099

17,187,988

83,300,110

 

 

2006

STOP N SHOP STATEN ISLAND

4,558,592

10,441,408

155,848

4,558,592

10,597,256

15,155,848

2,607,750

12,548,098

 

 

2005

WEST GATES

1,784,718

9,721,970

(1,651,389)

1,784,718

8,070,581

9,855,299

4,532,099

5,323,200

 

 

1993

WHITE PLAINS

1,777,775

4,453,894

2,010,606

1,777,775

6,464,500

8,242,274

1,518,023

6,724,251

3,168,332

 

2004

YONKERS

871,977

3,487,909

-

871,977

3,487,909

4,359,886

1,588,293

2,771,593

 

 

1998

STRAUSS ROMAINE AVENUE

782,459

1,825,737

616,623

782,459

2,442,360

3,224,819

436,563

2,788,256

 

 

2005

AKRON WATERLOO

437,277

1,912,222

4,131,997

437,277

6,044,219

6,481,496

2,883,079

3,598,417

 

1975

 


105




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

WEST MARKET ST.

560,255

3,909,430

379,484

560,255

4,288,914

4,849,169

2,831,913

2,017,256

-

 

1999

BARBERTON

505,590

1,948,135

3,445,702

505,590

5,393,837

5,899,427

3,772,876

2,126,551

 

1972

 

BRUNSWICK

771,765

6,058,560

2,120,508

771,765

8,179,068

8,950,833

6,373,502

2,577,331

 

1975

 

BEAVERCREEK

635,228

3,024,722

3,833,453

635,228

6,858,175

7,493,403

4,382,825

3,110,579

 

 

1986

CANTON

792,985

1,459,031

4,721,075

792,985

6,180,106

6,973,091

4,852,270

2,120,821

 

1972

 

CAMBRIDGE

-

1,848,195

1,016,068

473,060

2,391,204

2,864,263

2,090,501

773,763

 

1973

 

OLENTANGY RIVER RD.

764,517

1,833,600

2,340,830

764,517

4,174,430

4,938,947

3,238,904

1,700,043

 

 

1988

RIDGE ROAD

1,285,213

4,712,358

10,655,386

1,285,213

15,367,744

16,652,957

5,760,518

10,892,438

 

 

1992

SPRINGDALE

3,205,653

14,619,732

5,327,283

3,205,653

19,947,015

23,152,668

10,741,963

12,410,705

 

 

1992

GLENWAY CROSSING

699,359

3,112,047

1,247,339

699,359

4,359,386

5,058,745

1,055,403

4,003,342

 

 

2000

HIGHLAND RIDGE PLAZA

1,540,000

6,178,398

918,079

1,540,000

7,096,477

8,636,477

1,866,637

6,769,840

 

 

1999

HIGHLAND PLAZA

702,074

667,463

76,380

702,074

743,843

1,445,917

55,957

1,389,961

 

 

2005

MONTGOMERY PLAZA

530,893

1,302,656

3,226,699

530,893

4,529,354

5,060,248

219,869

4,840,379

 

 

2005

SHILOH SPRING RD.

-

1,735,836

3,599,501

1,105,183

4,230,155

5,335,337

2,795,328

2,540,009

 

1969

 

OAKCREEK

1,245,870

4,339,637

4,293,158

1,149,622

8,729,043

9,878,665

5,977,922

3,900,743

 

 

1984

SALEM AVE.

665,314

347,818

5,599,522

665,314

5,947,341

6,612,654

3,426,124

3,186,530

 

 

1988

KETTERING

1,190,496

4,761,984

(834,408)

1,190,496

3,927,576

5,118,072

3,662,034

1,456,038

 

 

1988

KENT, OH

6,254

3,028,914

-

6,254

3,028,914

3,035,168

1,772,423

1,262,745

 

 

1999

KENT

2,261,530

-

-

2,261,530

-

2,261,530

-

2,261,530

 

 

1995

MENTOR

503,981

2,455,926

2,258,691

371,295

4,847,303

5,218,598

2,923,552

2,295,046

 

 

1987

MIDDLEBURG HEIGHTS

639,542

3,783,096

69,419

639,542

3,852,515

4,492,057

2,505,055

1,987,001

 

 

1999

MENTOR ERIE COMMONS

2,234,474

9,648,000

5,483,290

2,234,474

15,131,290

17,365,764

7,972,142

9,393,623

 

 

1988

MALLWOODS CENTER

294,232

-

1,184,543

294,232

1,184,543

1,478,775

248,515

1,230,260

 

1999

 

NORTH OLMSTED

626,818

3,712,045

35,000

626,818

3,747,045

4,373,862

2,404,363

1,969,499

 

 

1999

ORANGE OHIO

3,783,875

-

(2,342,306)

921,704

519,865

1,441,569

-

1,441,569

 

2001

 

UPPER ARLINGTON

504,256

2,198,476

9,018,396

1,255,544

10,465,583

11,721,128

6,937,958

4,783,170

 

 

2008

WICKLIFFE

610,991

2,471,965

1,906,443

610,991

4,378,408

4,989,399

1,510,644

3,478,755

 

 

1995

CHARDON ROAD

481,167

5,947,751

2,656,318

481,167

8,604,068

9,085,236

4,737,318

4,347,918

 

 

1999

WESTERVILLE

1,050,431

4,201,616

8,308,224

1,050,431

12,509,840

13,560,271

6,260,277

7,299,994

 

 

1988

EDMOND

477,036

3,591,493

77,650

477,036

3,669,143

4,146,179

1,200,069

2,946,110

 

 

1997

CENTENNIAL PLAZA

4,650,634

18,604,307

1,379,744

4,650,634

19,984,051

24,634,685

6,866,354

17,768,331

 

 

1998

ALBANY PLAZA                  

2,654,000

4,445,112

-

2,654,000

4,445,112

7,099,112

321,039

6,778,073

 

 

2009

CANBY SQUARE SHOPPING CENTER  

2,727,000

4,347,500

-

2,727,000

4,347,500

7,074,500

411,128

6,663,372

 

 

2009

OREGON TRAIL CENTER           

5,802,422

12,622,879

-

5,802,422

12,622,879

18,425,301

1,506,077

16,919,224

 

 

2009

POWELL VALLEY JUNCTION        

5,062,500

3,152,982

(3,027,375)

2,035,125

3,152,982

5,188,107

347,548

4,840,559

 

 

2009

MEDFORD CENTER                

8,940,798

16,995,113

2,802

8,943,600

16,995,113

25,938,713

1,341,581

24,597,132

 

 

2009


106




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

KDI-MCMINNVILLE

4,062,327

-

691,388

4,062,327

691,388

4,753,715

-

4,753,715

 

2006

 

PIONEER PLAZA                 

952,740

6,638,583

3,029,280

3,982,020

6,638,583

10,620,603

792,734

9,827,869

 

 

2009

TROUTDALE MARKET              

1,931,559

2,940,661

1,809

1,933,369

2,940,661

4,874,030

270,707

4,603,323

 

 

2009

ALLEGHENY

-

30,061,177

59,094

-

30,120,271

30,120,271

4,988,396

25,131,875

 

 

2004

SUBURBAN SQUARE

70,679,871

166,351,381

4,144,853

71,279,871

169,896,234

241,176,105

23,755,770

217,420,336

 

 

2007

CHIPPEWA

2,881,525

11,526,101

153,289

2,881,525

11,679,391

14,560,916

3,299,434

11,261,482

7,517,467

 

2000

BROOKHAVEN PLAZA

254,694

973,318

(61,414)

254,694

911,903

1,166,598

31,503

1,135,094

 

 

2005

CARNEGIE

-

3,298,908

17,747

-

3,316,655

3,316,655

935,467

2,381,188

 

 

1999

CENTER SQUARE

731,888

2,927,551

1,266,851

731,888

4,194,403

4,926,290

1,866,843

3,059,448

 

 

1996

WAYNE PLAZA

6,127,623

15,605,012

275,243

6,135,670

15,872,209

22,007,878

1,261,935

20,745,944

14,136,460

 

2008

CHAMBERSBURG CROSSING

9,090,288

-

26,060,360

8,790,288

26,360,360

35,150,649

2,197,789

32,952,859

 

2006

 

EAST STROUDSBURG

1,050,000

2,372,628

1,243,804

1,050,000

3,616,432

4,666,432

2,909,367

1,757,065

 

1973

 

RIDGE PIKE PLAZA

1,525,337

4,251,732

962,726

1,525,337

5,214,459

6,739,795

782,156

5,957,639

 

 

2008

EXTON

176,666

4,895,360

-

176,666

4,895,360

5,072,026

1,380,743

3,691,283

 

 

1999

EXTON

731,888

2,927,551

-

731,888

2,927,551

3,659,439

1,075,938

2,583,501

 

 

1996

EASTWICK

889,001

2,762,888

3,074,728

889,001

5,837,616

6,726,617

1,971,650

4,754,967

4,368,695

 

1997

EXTON PLAZA

294,378

1,404,778

791,320

294,378

2,196,097

2,490,476

98,399

2,392,077

 

 

2005

FEASTERVILLE

520,521

2,082,083

127,653

520,521

2,209,736

2,730,257

765,893

1,964,364

 

 

1996

GETTYSBURG

74,626

671,630

101,519

74,626

773,149

847,775

748,941

98,834

 

 

1986

HARRISBURG, PA

452,888

6,665,238

3,968,043

452,888

10,633,280

11,086,168

6,607,635

4,478,533

 

 

2002

HAMBURG

439,232

-

2,023,428

494,982

1,967,677

2,462,660

442,258

2,020,402

2,215,306

2000

 

HAVERTOWN

731,888

2,927,551

-

731,888

2,927,551

3,659,439

1,075,938

2,583,501

 

 

1996

NORRISTOWN

686,134

2,664,535

3,478,760

774,084

6,055,345

6,829,429

4,015,603

2,813,826

 

 

1984

NEW KENSINGTON

521,945

2,548,322

705,540

521,945

3,253,862

3,775,807

2,892,255

883,552

 

 

1986

PHILADELPHIA

731,888

2,927,551

-

731,888

2,927,551

3,659,439

1,075,938

2,583,501

 

 

1996

PHILADELPHIA PLAZA

209,197

1,373,843

16,952

209,197

1,390,795

1,599,992

51,329

1,548,663

 

 

2005

STRAUSS WASHINGTON AVENUE

424,659

990,872

468,821

424,659

1,459,693

1,884,352

261,639

1,622,713

 

 

2005

WEXFORD PLAZA                 

6,413,635

9,774,600

-

6,413,635

9,774,600

16,188,235

336,310

15,851,925

12,500,000

 

2010

35 NORTH 3RD LLC

451,789

3,089,294

(1,144,319)

451,789

1,944,975

2,396,764

26,847

2,369,917

 

 

2007

1628 WALNUT STREET

912,686

2,747,260

456,402

912,686

3,203,661

4,116,347

-

4,116,347

 

 

2007

1701 WALNUT STREET

3,066,099

9,558,521

(4,157,273)

3,066,099

5,401,248

8,467,347

26,672

8,440,675

 

 

2007

120-122 MARKET STREET

752,309

2,707,474

(1,863,790)

912,076

683,917

1,595,992

-

1,595,992

 

 

2007

242-244 MARKET STREET

704,263

2,117,182

141,774

704,263

2,258,956

2,963,218

-

2,963,218

 

 

2007

1401 WALNUT ST LOWER ESTATE - UNIT A

-

7,001,199

231,992

-

7,233,191

7,233,191

839,908

6,393,282

 

 

2008

1401 WALNUT ST LOWER ESTATE

-

32,081,992

(199,854)

-

31,882,139

31,882,139

2,135,555

29,746,584

 

 

2008

1831-33 CHESTNUT STREET

1,982,143

5,982,231

(735,119)

1,740,416

5,488,839

7,229,255

5,922

7,223,333

 

 

2007


107




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

1429 WALNUT STREET-COMMERCIAL

5,881,640

17,796,661

1,140,254

5,881,640

18,936,915

24,818,555

1,182,476

23,636,079

6,868,476

 

2008

1805 WALNUT STREET UNIT A

-

17,311,529

258,076

-

17,569,605

17,569,605

-

17,569,605

 

 

2008

RICHBORO

788,761

3,155,044

12,213,938

976,439

15,181,304

16,157,743

7,905,355

8,252,388

9,654,405

 

1986

SPRINGFIELD

919,998

4,981,589

10,222,590

920,000

15,204,177

16,124,177

5,599,905

10,524,272

 

 

1983

UPPER DARBY

231,821

927,286

5,779,270

231,821

6,706,556

6,938,377

2,076,190

4,862,186

3,432,546

 

1996

WEST MIFFLIN

1,468,342

-

-

1,468,342

-

1,468,342

-

1,468,342

 

 

1986

WHITEHALL

-

5,195,577

-

-

5,195,577

5,195,577

1,909,486

3,286,091

 

 

1996

E. PROSPECT ST.

604,826

2,755,314

1,038,043

604,826

3,793,357

4,398,183

3,165,645

1,232,539

 

 

1986

W. MARKET ST.

188,562

1,158,307

-

188,562

1,158,307

1,346,869

1,158,307

188,562

 

 

1986

REXVILLE TOWN CENTER

24,872,982

48,688,161

6,121,364

25,678,064

54,004,442

79,682,506

13,448,295

66,234,211

40,338,799

 

2006

PLAZA CENTRO - COSTCO

3,627,973

10,752,213

1,565,029

3,866,206

12,079,009

15,945,215

4,391,936

11,553,279

 

 

2006

PLAZA CENTRO - MALL

19,873,263

58,719,179

5,984,881

19,408,112

65,169,211

84,577,323

23,259,484

61,317,839

 

 

2006

PLAZA CENTRO - RETAIL

5,935,566

16,509,748

2,511,621

6,026,070

18,930,865

24,956,935

6,775,400

18,181,535

 

 

2006

PLAZA CENTRO - SAM'S CLUB

6,643,224

20,224,758

2,376,854

6,520,090

22,724,746

29,244,836

16,525,972

12,718,864

 

 

2006

LOS COLOBOS - BUILDERS SQUARE

4,404,593

9,627,903

1,387,988

4,461,145

10,959,340

15,420,485

4,562,191

10,858,294

 

 

2006

LOS COLOBOS - KMART

4,594,944

10,120,147

753,190

4,402,338

11,065,943

15,468,281

4,754,360

10,713,921

 

 

2006

LOS COLOBOS I

12,890,882

26,046,669

3,170,127

13,613,375

28,494,303

42,107,678

9,299,488

32,808,190

 

 

2006

LOS COLOBOS II

14,893,698

30,680,556

3,270,023

15,142,301

33,701,977

48,844,278

11,241,403

37,602,875

 

 

2006

WESTERN PLAZA - MAYAQUEZ ONE

10,857,773

12,252,522

1,308,413

11,241,993

13,176,716

24,418,708

4,239,721

20,178,987

 

 

2006

WESTERN PLAZA - MAYAGUEZ TWO

16,874,345

19,911,045

1,708,837

16,872,647

21,621,579

38,494,227

6,982,415

31,511,812

 

 

2006

MANATI VILLA MARIA SC

2,781,447

5,673,119

423,579

2,606,588

6,271,557

8,878,145

3,384,640

5,493,504

 

 

2006

PONCE TOWN CENTER

14,432,778

28,448,754

3,559,102

14,903,024

31,537,610

46,440,634

6,105,421

40,335,214

23,506,981

 

2006

TRUJILLO ALTO PLAZA

12,053,673

24,445,858

3,150,537

12,289,288

27,360,781

39,650,069

12,517,893

27,132,176

 

 

2006

MARSHALL PLAZA, CRANSTON RI

1,886,600

7,575,302

1,690,274

1,886,600

9,265,576

11,152,176

3,195,227

7,956,950

 

 

1998

CHARLESTON

730,164

3,132,092

18,425,004

730,164

21,557,096

22,287,260

4,566,614

17,720,646

 

1978

 

CHARLESTON

1,744,430

6,986,094

4,219,443

1,744,430

11,205,537

12,949,967

4,046,538

8,903,429

 

 

1995

FLORENCE

1,465,661

6,011,013

249,832

1,465,661

6,260,845

7,726,506

2,108,201

5,618,305

 

 

1997

GREENVILLE

2,209,812

8,850,864

865,822

2,209,811

9,716,687

11,926,498

3,234,865

8,691,633

 

 

1997

CHERRYDALE POINT              

5,801,948

32,055,019

-

5,801,948

32,055,019

37,856,967

1,335,634

36,521,333

36,966,957

 

2009

WOODRUFF SHOPPING CENTER      

3,110,439

15,501,117

-

3,110,439

15,501,117

18,611,556

38,486

18,573,069

 

 

2010

NORTH CHARLESTON

744,093

2,974,990

257,733

744,093

3,232,723

3,976,815

915,464

3,061,351

1,373,683

 

2000

N. CHARLESTON

2,965,748

11,895,294

1,797,985

2,965,748

13,693,278

16,659,027

4,484,018

12,175,009

 

 

1997

MADISON

-

4,133,904

2,754,378

-

6,888,282

6,888,282

5,217,253

1,671,029

 

1978

 

HICKORY RIDGE COMMONS

596,347

2,545,033

95,097

596,347

2,640,130

3,236,477

686,088

2,550,389

 

 

2000

TROLLEY STATION

3,303,682

13,218,740

157,749

3,303,682

13,376,489

16,680,171

4,179,302

12,500,870

8,734,067

 

1998

RIVERGATE STATION

7,135,070

19,091,078

1,904,861

7,135,070

20,995,939

28,131,009

5,570,018

22,560,991

 

 

2004


108




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

MARKET PLACE AT RIVERGATE

2,574,635

10,339,449

1,179,393

2,574,635

11,518,842

14,093,477

3,825,883

10,267,594

 

 

1998

RIVERGATE, TN

3,038,561

12,157,408

4,425,351

3,038,561

16,582,759

19,621,320

4,834,235

14,787,085

 

 

1998

CENTER OF THE HILLS, TX

2,923,585

11,706,145

1,114,585

2,923,585

12,820,730

15,744,315

4,210,185

11,534,130

10,194,031

 

2008

ARLINGTON

3,160,203

2,285,378

-

3,160,203

2,285,378

5,445,582

771,112

4,674,469

 

 

1997

DOWLEN CENTER

2,244,581

-

(722,251)

484,828

1,037,502

1,522,330

45,321

1,477,008

 

2002

 

BURLESON

9,974,390

810,314

(9,411,013)

1,373,692

-

1,373,692

-

1,373,692

 

2000

 

BAYTOWN

500,422

2,431,651

681,655

500,422

3,113,306

3,613,728

1,025,939

2,587,789

 

 

1996

LAS TIENDAS PLAZA

8,678,107

-

24,367,950

7,943,925

25,102,132

33,046,057

1,126,343

31,919,714

 

2005

 

CORPUS CHRISTI, TX

-

944,562

3,208,000

-

4,152,562

4,152,562

1,000,822

3,151,740

 

 

1997

DALLAS

1,299,632

5,168,727

7,497,651

1,299,632

12,666,378

13,966,010

9,997,732

3,968,277

 

1969

 

MONTGOMERY PLAZA

6,203,205

-

45,161,529

6,203,205

45,161,529

51,364,734

5,854,887

45,509,846

 

2003

 

PRESTON LEBANON CROSSING

13,552,180

-

26,559,699

12,163,694

27,948,185

40,111,879

901,429

39,210,450

 

2006

 

KDI-LAKE PRAIRIE TOWN CROSSING

7,897,491

-

24,122,448

6,783,464

25,236,475

32,019,939

1,192,982

30,826,956

 

2006

 

CENTER AT BAYBROOK

6,941,017

27,727,491

4,472,318

7,063,186

32,077,640

39,140,826

9,601,700

29,539,127

 

 

1998

HARRIS COUNTY

1,843,000

7,372,420

1,425,477

2,003,260

8,637,637

10,640,897

2,876,942

7,763,956

 

 

1997

CYPRESS TOWNE CENTER

6,033,932

-

(1,633,278)

2,251,666

2,148,988

4,400,654

70,029

4,330,626

 

2003

 

SHOPS AT VISTA RIDGE

3,257,199

13,029,416

373,296

3,257,199

13,402,711

16,659,911

4,440,964

12,218,947

 

 

1998

VISTA RIDGE PLAZA

2,926,495

11,716,483

2,243,161

2,926,495

13,959,645

16,886,139

4,480,375

12,405,765

 

 

1998

VISTA RIDGE PHASE II

2,276,575

9,106,300

557,650

2,276,575

9,663,950

11,940,525

2,931,492

9,009,034

 

 

1998

SOUTH PLAINES PLAZA, TX

1,890,000

7,555,099

144,355

1,890,000

7,699,454

9,589,454

2,556,478

7,032,976

 

 

1998

MESQUITE

520,340

2,081,356

943,427

520,340

3,024,783

3,545,123

1,162,385

2,382,738

 

 

1995

MESQUITE TOWN CENTER

3,757,324

15,061,644

2,461,177

3,757,324

17,522,821

21,280,145

5,614,091

15,666,054

 

 

1998

NEW BRAUNSFELS

840,000

3,360,000

-

840,000

3,360,000

4,200,000

647,462

3,552,538

 

 

2003

PARKER PLAZA

7,846,946

-

-

7,846,946

-

7,846,946

-

7,846,946

 

2005

 

PLANO

500,414

2,830,835

-

500,414

2,830,835

3,331,249

1,028,884

2,302,366

 

 

1996

SOUTHLAKE OAKS

3,011,260

7,703,844

(102,882)

3,019,951

7,592,272

10,612,223

1,744,132

8,868,091

6,341,590

 

2008

WEST OAKS

500,422

2,001,687

26,291

500,422

2,027,978

2,528,400

770,439

1,757,961

 

 

1996

OGDEN

213,818

855,275

4,084,007

850,699

4,302,401

5,153,100

1,787,467

3,365,633

 

1967

 

COLONIAL HEIGHTS

125,376

3,476,073

190,178

125,376

3,666,251

3,791,627

1,026,130

2,765,497

 

 

1999

OLD TOWN VILLAGE

4,500,000

41,569,735

(1,894,259)

4,500,000

39,675,476

44,175,476

341,043

43,834,433

 

 

2007

MANASSAS

1,788,750

7,162,661

516,524

1,788,750

7,679,185

9,467,935

2,586,333

6,881,602

 

 

1997

RICHMOND

82,544

2,289,288

280,600

82,544

2,569,889

2,652,432

585,450

2,066,982

 

 

1999

RICHMOND

670,500

2,751,375

-

670,500

2,751,375

3,421,875

1,100,198

2,321,677

 

 

1995

VALLEY VIEW SHOPPING CENTER

3,440,018

8,054,004

1,059,146

3,440,018

9,113,150

12,553,168

1,398,538

11,154,630

 

 

2004

POTOMAC RUN PLAZA

27,369,515

48,451,209

(272,182)

27,369,515

48,179,027

75,548,542

6,281,483

69,267,059

43,032,435

 

2008

MANCHESTER SHOPPING CENTER

2,722,461

6,403,866

639,555

2,722,461

7,043,421

9,765,882

2,021,791

7,744,092

 

 

2004


109




 

 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

DATE OF
ACQUISITION

 

 

 

 

 

 

 

 

 

 

 

 

AUBURN NORTH

7,785,841

18,157,625

60,221

7,785,841

18,217,846

26,003,688

4,001,576

22,002,112

 

 

2007

GARRISON SQUARE               

1,582,500

1,985,522

-

1,582,500

1,985,522

3,568,022

368,131

3,199,892

 

 

2009

CHARLES TOWN

602,000

3,725,871

11,081,315

602,000

14,807,186

15,409,186

7,953,643

7,455,542

 

 

1985

RIVERWALK PLAZA

2,708,290

10,841,674

327,099

2,708,290

11,168,773

13,877,063

3,409,932

10,467,131

 

 

1999

BLUE RIDGE

12,346,900

71,529,796

(587,699)

19,618,371

63,670,626

83,288,997

14,257,622

69,031,375

17,069,987

 

2005

BRAZIL-HORTOLANDIA

2,281,541

-

2,497,022

3,035,796

1,742,767

4,778,563

-

4,778,563

 

2008

 

BRAZIL-RIO CLARO

1,300,000

-

4,794,214

1,797,434

4,296,780

6,094,214

100,697

5,993,517

 

2009

 

BRAZIL-VALINHOS

5,204,507

14,997,200

19,557,228

3,440,765

36,318,170

39,758,935

1,110,689

38,648,246

 

2008

 

CHILE-EKONO

414,730

-

703,593

465,070

653,253

1,118,323

21,289

1,097,034

 

2008

 

CHILE-VICUNA MACKENA

362,556

5,205,439

(778,683)

2,028,066

2,761,246

4,789,312

75,767

4,713,545

12,462,220

2008

 

CHILE-VINA DEL MAR

11,096,948

720,781

13,483,903

16,569,936

8,731,696

25,301,632

-

25,301,632

 

2008

 

MEXICO - HERMOSILLO

11,424,531

-

33,639,841

12,518,642

32,545,730

45,064,372

-

45,064,372

 

2008

 

MEXICO-GIGANTE ACQ.

7,568,417

19,878,026

(2,438,163)

6,153,583

18,854,697

25,008,280

4,407,452

20,600,827

 

 

2007

MEXICO-MOTOROLA

47,272,528

-

60,416,004

41,122,929

66,565,603

107,688,532

-

107,688,532

 

2006

 

MEXICO-MULTIPLAZA OJO DE AGUA

4,089,067

-

11,989,329

4,452,807

11,625,589

16,078,396

445,319

15,633,077

 

 

2008

MEXICO-NON ADM BT-LOS CABOS

10,873,070

1,257,517

10,010,535

9,575,128

12,565,994

22,141,122

1,040,782

21,100,340

 

 

2007

MEXICO-NON ADM -PLAZA SAN JUAN

9,631,035

-

(212,031)

8,407,498

1,011,506

9,419,004

278,125

9,140,879

 

2006

 

MEXICO-NON ADM-GRAN PLZ CANCUN

13,976,402

30,219,719

(4,877,672)

3,642,766

35,675,683

39,318,449

4,619,234

34,699,215

 

 

2007

MEXICO-NON ADM-PLAZA LAGO REAL

11,336,743

-

9,167,520

9,987,880

10,516,382

20,504,262

-

20,504,262

 

 

2007

MEXICO-NON BUS ADM-MULT.CANCUN

4,471,987

-

12,275,835

4,878,420

11,869,402

16,747,822

-

16,747,822

 

 

2007

MEXICO-NON BUS ADM -LINDAVISTA

19,352,453

-

26,466,350

17,292,546

28,526,258

45,818,804

1,543,830

44,274,974

 

2006

 

MEXICO-NON ADM BUS-NUEVO LAREDO

10,627,540

-

21,026,972

9,123,331

22,531,181

31,654,512

2,366,976

29,287,536

 

2006

 

MEXICO-PACHUCA (WALMART)

3,621,985

-

5,590,765

3,316,073

5,896,677

9,212,750

1,324,247

7,888,503

 

2005

 

MEXICO-PLAZA CENTENARIO

3,388,861

-

4,256,891

2,831,153

4,814,600

7,645,753

119,096

7,526,657

 

 

2007

MEXICO-PLAZA SORIANA

2,639,975

346,945

399,560

2,491,473

895,007

3,386,480

-

3,386,480

 

 

2007

MEXICO-RHODESIA

3,924,464

-

9,811,252

4,735,184

9,000,532

13,735,716

68,753

13,666,963

 

2009

 

MEXICO-RIO BRAVO HEB

2,970,663

-

12,535,278

3,452,867

12,053,074

15,505,941

-

15,505,941

 

 

2008

MEXICO-SALTILLO 2

11,150,023

-

17,503,997

9,887,530

18,766,490

28,654,020

3,429,328

25,224,692

 

2005

 

MEXICO-SAN PEDRO

3,309,654

13,238,616

(2,521,206)

3,612,613

10,414,451

14,027,064

3,985,290

10,041,774

 

 

2006

MEXICO-TAPACHULA

13,716,428

-

20,903,845

11,884,663

22,735,609

34,620,272

128,692

34,491,580

 

 

2007

MEXICO-TIJUANA 2000 LAND PURCHASE

1,200,000

-

124,720

1,324,720

-

1,324,720

-

1,324,720

 

 

2009

MEXICO-WALDO ACQ.

8,929,278

16,888,627

(3,063,690)

7,485,678

15,268,537

22,754,215

2,120,747

20,633,468

 

 

2007

PERU-LIMA

811,916

-

1,962,321

933,511

1,840,726

2,774,237

39,155

2,735,082

 

2008

 

BALANCE OF PORTFOLIO

133,248,688

4,492,127

(58,642,772)

3,661,944

75,436,100

79,098,043

30,918,043

48,180,000

 

 

 

TOTALS

 

 

1,835,426,402

1,946,727,046

6,646,033,173

8,592,760,219

1,549,380,256

7,043,379,963

1,076,565,923

 

 


110




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


Buildings

 

15 to 50 years

Fixtures, building, 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 $7.4 billion at December 31, 2010.


The changes in total real estate assets for the years ended December 31, 2010, 2009 and 2008, are as follows:


 

 

2010

2009

2008

 

Balance, beginning of period

8,882,341,499 

7,818,916,120 

7,325,034,819 

 

Acquisitions

83,833,304 

7,136,240 

194,097,146 

 

Improvements

115,646,379 

224,554,670 

315,921,438 

 

Transfers from (to) unconsolidated joint ventures

115,482,953 

933,714,955 

194,579,632 

 

Sales

(603,652,663)

(48,893,544)

(123,943,216)

 

Assets held for sale

(4,445,309)

(5,498,006)

 

Adjustment of fully depreciated assets

(15,047,644)

(19,779,509)

 

Adjustment of property carrying values

(17,601,053)

(52,100,000)

(7,900,000)

 

Change in foreign exchange rates

36,202,753 

18,792,567 

(73,375,693)

 

Balance, end of period

8,592,760,219 

8,882,341,499 

7,818,916,120 


The changes in accumulated depreciation for the years ended December 31, 2010, 2009, 2008 are as follows:


 

 

2010

2009

2008

 

Balance, beginning of period

1,343,148,498 

1,159,664,489 

977,443,829 

 

Depreciation for year

244,903,628 

209,999,870 

187,779,442 

 

Transfers from (to) unconsolidated joint ventures

1,727,895 

2,899,587 

 

Sales

(23,610,893)

(8,464,247)

(7,595,547)

 

Adjustment of fully depreciated assets

(15,047,644)

(19,779,509)

 

Assets held for sale

(13,333)

(862,822)

 

Balance, end of period

1,549,380,256 

1,343,148,498 

1,159,664,489 


Reclassifications:

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



111



KIMCO REALTY CORPORATION AND SUBSIDIARIES

Schedule IV - Mortgage Loans on Real Estate

As of December 31, 2010

(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

$   23,297

Borrower B

Retail

Development

Ontario,

Canada

8.50%

8.50%

4/13/2011

I

-

16,906

16,804

Borrower C

Medical Center

New York,

NY

Libor + 3.25%

or

Prime +1.75%

Libor + 3.25%

or

Prime +1.75%

10/19/2012

I

-

18,000

9,480

Borrower D

Retail

Guadalajara, Mexico

12.00%

12.00%

9/1/2016

I

-

8,026

5,802

Borrower E

Retail

Various,

Mexico

10.00%

10.00%

12/31/2011

I

-

5,800

5,782

Borrower F

Retail

Arboledas,

Mexico

8.10%

8.10%

12/31/2012

I

-

13,000

5,421

Borrower G

Retail

Various,

Mexico

10.00%

10.00%

12/31/2011

I

-

5,600

5,400

Borrower H

Retail

Guadalajara,

Mexico

12.00%

12.00%

9/1/2016

I

-

5,307

4,370

Borrower I

Retail

Miami,

FL

7.57%

7.57%

6/1/2019

I

-

6,509

4,203

Individually < 3%

 

 

 

 

 

 

-

29,782

22,497

 

 

 

 

 

 

 

 

132,730

103,056

Lines of Credit:

 

 

 

 

 

 

 

 

 

Individually < 3%

 

 

 

 

 

 

-

2,400

1,405

 

 

 

 

 

 

 

 

 

 

Other:

 

 

 

 

 

 

 

 

 

Individually < 3%

 

 

 

 

 

 

-

3,959

3,857

 

 

 

 

 

 

 

 

 

 

Capitalized loan costs

 

 

 

 

 

 

 

 

175

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

$ 139,089

$ 108,493


(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 $108,493


The Company feels it is not practicable to estimate the fair value of each receivable as quoted market prices are not available. The cost of obtaining an independent valuation on these assets is deemed excessive considering the materiality of the total receivables.


For a reconciliation of mortgage and other financing receivables from January 1, 2008 to December 31, 2010 see Note 11 of the Notes to Consolidated Financial Statements included in this annual report of Form 10K.



112