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Watchlist
Account
Kimco Realty
KIM
#1509
Rank
$14.78 B
Marketcap
๐บ๐ธ
United States
Country
$21.83
Share price
0.65%
Change (1 day)
2.10%
Change (1 year)
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Kimco Realty
Annual Reports (10-K)
Submitted on 2006-03-07
Kimco Realty - 10-K annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2005
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ____________
Commission file number 1-10899
Kimco Realty Corporation
(Exact name of registrant as specified in its charter)
Maryland
13-2744380
(State of incorporation)
(I.R.S. Employer Identification No.)
3333 New Hyde Park Road, New Hyde Park, NY
11042-0020
(Address of principal executive offices)
Zip Code
Registrants telephone number, including area code (516) 869-9000
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
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
No
Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the Registrant is an accelerated filer (as defined in rule 12b-2 of the Act.) Yes
No
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act). Yes
No
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $6.9 billion based upon the closing price on the New York Stock Exchange for such stock on January 31, 2006.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practicable date.
228,216,802 shares as of January 31, 2006.
Page 1 of 232
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DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference to the Registrants definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on May 18, 2006.
Index to Exhibits begins on page 57.
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TABLE OF CONTENTS
Item No.
Form
10-K
Report
Page
PART I
1.
Business
4
2.
Properties
23
3.
Legal Proceedings
25
4.
Submission of Matters to a Vote of Security Holders
25
Executive Officers of the Registrant
36
PART II
5.
Market for the Registrants Common Equity and Related Shareholder Matters
37
6.
Selected Financial Data
38
7.
Managements Discussion and Analysis of Financial Condition and Results of Operations
40
7A.
Quantitative and Qualitative Disclosures About Market Risk
53
8.
Financial Statements and Supplementary Data
54
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
54
9A.
Controls and Procedures
54
9B.
Other Information
54
PART III
10.
Directors and Executive Officers of the Registrant
55
11.
Executive Compensation
55
12.
Security Ownership of Certain Beneficial Owners and Management
55
13.
Certain Relationships and Related Transactions
55
14
Principal Accountant Fees and Services
55
PART IV
15.
Exhibits, Financial Statements, Schedules and Reports on Form 8-K
56
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PART I
FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K, together with other statements and information publicly disseminated by Kimco Realty Corporation (the Company or Kimco) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Companys 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 Companys control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic and local real estate conditions, (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 or debt financing on favorable terms, (iv) changes in governmental laws and regulations, (v) the level and volatility of interest rates and foreign currency exchange rates, (vi) the availability of suitable acquisition opportunities and (vii) increases in operating costs. Accordingly, there is no assurance that the Companys expectations will be realized.
SHARE SPLIT
As of August 23, 2005, the Company effected a two-for-one split (the Stock Split) of the Companys common stock in the form of a stock dividend paid to stockholders of record on August 8, 2005. All common share and per common share data included in this annual report on Form 10-K and the accompanying Consolidated Financial Statements and Notes thereto have been adjusted to reflect this Stock Split.
Item 1. Business
General
Kimco Realty Corporation, a Maryland corporation, is one of the nations largest owners and operators of neighborhood and community shopping centers. The Company is a self-administered real estate investment trust (REIT) and manages its properties through present management, which has owned and operated neighborhood and community shopping centers for over 45 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 February 6, 2006, the Company had interests in 1,046 properties, totaling approximately 135.5 million square feet of gross leasable area (GLA) located in 44 states, Canada and Mexico. In addition, the Company manages 11 properties totaling 1.7 million square feet of GLA on behalf of third party owners. The Companys ownership interests in real estate consist of its consolidated portfolio and in portfolios where the Company owns an economic interest, such as: Kimco Income REIT (KIR), the RioCan Venture (RioCan Venture), Kimco Retail Opportunity Portfolio (KROP) and other properties or portfolios where the Company also retains management (See Recent Developments Operating Real Estate Joint Venture Investments and Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). The Company believes its portfolio of neighborhood and community shopping center properties is the largest (measured by GLA) currently held by any publicly-traded REIT.
The Companys 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. Unless the context indicates otherwise, the term the Company as used herein is intended to include subsidiaries of the Company.
The Companys web site is located at
http://www.Kimcorealty.com
. On the Companys 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).
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History
The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the contribution of several shopping center properties owned by its principal stockholders. In 1973, these principals formed the Company as a Delaware corporation, and in 1985, the operations of The Kimco Corporation were merged into the Company. The Company completed its initial public stock offering (the IPO) in November 1991, and commencing with its taxable year which began January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the Code). In 1994, the Company reorganized as a Maryland corporation.
The Companys growth through its first 15 years resulted primarily from the ground-up development and construction of its shopping centers. By 1981, the Company had assembled a portfolio of 77 properties that provided an established source of income and positioned the Company for an expansion of its asset base. At that time, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and creating value through the redevelopment and re-tenanting of those properties. As a result of this strategy, substantially all of the operating shopping centers added to the Companys portfolio since 1981 have been through the acquisition of existing shopping centers.
During 1998, the Company, through a merger transaction, completed the acquisition of The Price REIT, Inc., a Maryland corporation, (the Price REIT). Prior to the merger, Price REIT was a self-administered and self-managed equity REIT that was primarily focused on the acquisition, development, management and redevelopment of large retail community shopping center properties concentrated in the western part of the United States. In connection with the merger, the Company acquired interests in 43 properties, located in 17 states. With the completion of the Price REIT merger, the Company expanded its presence in certain western states including California, Arizona and Washington. In addition, Price REIT had strong ground-up development capabilities. These development capabilities, coupled with the Companys own construction management expertise, provide the Company, on a selective basis, the ability to pursue ground-up development opportunities.
Also during 1998, the Company formed KIR, an entity in which the Company held a 99.99% limited partnership interest. KIR was established for the purpose of investing in high-quality properties financed primarily with individual non-recourse mortgages. The Company believed that these properties were appropriate for financing with greater leverage than the Company traditionally used. At the time of formation, the Company contributed 19 properties to KIR, each encumbered by an individual non-recourse mortgage. During 1999, KIR sold a significant interest in the partnership to institutional investors. As of December 31, 2005, the Company holds a 43.3% non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting. (See Recent Developments Operating Real Estate Joint Venture Investments and Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
The Company has expanded its management business through the establishment of other various institutional joint venture programs in which the Company has non-controlling interests ranging from generally 5% to 30%. The Company earns management fees, acquisition fees, disposition fees and promoted interests based on value creation. (See Recent Developments Operating Real Estate Joint Venture Investments and Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
In connection with the Tax Relief Extension Act of 1999 (the RMA) which became effective January 1, 2001, the Company is now permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations. As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real estate related opportunities, including (i) merchant building through its wholly-owned taxable REIT subsidiary, Kimco Developers, Inc. (KDI), which is primarily engaged in the ground-up development of neighborhood and community shopping centers and subsequent sale thereof upon completion (see Recent Developments Ground-Up Developments), (ii) retail real estate advisory and disposition services, which primarily focus on leasing and disposition strategies for real estate property interests of both healthy and distressed retailers and (iii) acting as an agent or principal in connection with tax deferred exchange transactions. The Company will consider other investments through taxable REIT subsidiaries should suitable opportunities arise.
The Company has continued its geographic expansion with investments in Canada and Mexico. During October 2001, the Company formed the RioCan Venture with RioCan Real Estate Investment Trust (RioCan, Canadas largest publicly traded REIT measured by GLA) in
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which the Company has a 50% non-controlling interest, to acquire retail properties and development projects in Canada. The Company accounts for this investment under the equity method of accounting. The Company has expanded its presence in Canada with the establishment of other joint venture arrangements. During 2002, the Company, along with various strategic co-investment partners, began acquiring operating and development properties located in Mexico (see Recent Developments Operating Real Estate Joint Venture Investments and Notes 3 and 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).
In addition, the Company continues to capitalize on its established expertise in retail real estate by establishing other ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support for those properties. The Company also provides preferred equity capital for real estate entrepreneurs and provides real estate capital and advisory services to both healthy and distressed retailers. The Company also makes selective investments in secondary market opportunities where a security or other investment is, in managements judgment, priced below the value of the underlying real estate.
Investment and Operating Strategy
The Companys investment objective has been to increase cash flow, current income and, consequently, the value of its existing portfolio of properties, and to seek continued growth through (i) the strategic re-tenanting, renovation and expansion of its existing centers and (ii) the selective acquisition of established income-producing real estate properties and properties requiring significant re-tenanting and redevelopment, primarily in neighborhood and community shopping centers in geographic regions in which the Company presently operates. The Company will consider investments in other real estate sectors and in geographic markets where it does not presently operate should suitable opportunities arise.
The Companys 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 will have priority over the Companys equity interest in such property. The Company may make loans to joint ventures in which it may or may not participate.
In addition to property or equity ownership, the Company provides property management services for fees relating to the management, leasing, operation, supervision and maintenance of real estate properties.
While the Company has historically held its properties for long-term investment, and accordingly has placed strong emphasis on its ongoing program of regular maintenance, periodic renovation and capital improvement, it is possible that properties in the portfolio may be sold, in whole or in part, as circumstances warrant, subject to REIT qualification rules.
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. At December 31, 2005, the Companys single largest neighborhood and community shopping center accounted for only 1.2% of the Companys annualized base rental revenues and only 0.8% of the Companys total shopping center GLA. At December 31, 2005, the Companys five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohls, and Royal Ahold, which represent approximately 3.6%, 3.2%, 2.7%, 2.5% and 2.0%, respectively, of the Companys annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.
In connection with the RMA, which became effective January 1, 2001, the Company has expanded its investment and operating strategy to include new real estate related opportunities which the Company was precluded from previously in order to maintain its qualification as a REIT. As such, the Company, has established a merchant building business through its KDI subsidiary. KDI makes selective acquisitions of land parcels for the ground-up development of neighborhood and community shopping centers and subsequent sale thereof upon completion. Additionally, the Company has developed a business which specializes in providing capital, real estate advisory services and disposition services of real estate controlled by both healthy and distressed and/or bankrupt retailers. These services may include assistance with inventory and fixture liquidation in connection with going-out-of-business sales. The Company may participate with other entities in providing
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these advisory services through partnerships, joint ventures or other co-ownership arrangements. The Company, as a regular part of its investment strategy, will continue to actively seek investments for its taxable REIT subsidiaries.
The Company emphasizes equity real estate investments including preferred equity investments, but may, at its discretion, invest in mortgages, other real estate interests and other investments. The mortgages in which the Company may invest may be either first mortgages, junior mortgages or other mortgage-related securities. The Company provides mortgage financing to retailers with significant real estate assets, in the form of lease- hold interests or fee-owned properties, where the Company believes the underlying value of the real estate collateral is in excess of its loan balance. In addition, the Company will acquire debt instruments at a discount in the secondary market where the Company believes the real estate value of the enterprise is substantially greater than the current value.
The Company may legally invest in the securities of other issuers, for the purpose, among others, of exercising control over such entities, subject to the gross income and asset tests necessary for REIT qualification. The Company may, on a selective basis, acquire all or substantially all securities or assets of other REITs or similar entities where such investments would be consistent with the Companys investment policies. In any event, the Company does not intend that its investments in securities will require it to register as an investment company under the Investment Company Act of 1940.
The Company has authority to offer shares of capital stock or other senior securities in exchange for property and to repurchase or otherwise reacquire its common stock or any other securities and may engage in such activities in the future. At all times, the Company intends to make investments in such a manner as to be consistent with the requirements of the Code to qualify as a REIT unless, because of circumstances or changes in the Code (or in Treasury Regulations), the Board of Directors determines that it is no longer in the best interests of the Company to qualify as a REIT.
The Companys policies with respect to the aforementioned activities may be reviewed and modified from time to time by the Companys Board of Directors without the vote of the Companys stockholders.
Capital Strategy and Resources
The Company intends to operate with and maintain a conservative capital structure with a level of debt to total market capitalization of approximately 50% or less. As of December 31, 2005, the Companys level of debt to total market capitalization was 26%. In addition, the Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings. It is managements intention that the Company continually have access to the capital resources necessary to expand and develop its business. Accordingly, the Company may, from time to time, seek to obtain funds through additional equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives in a manner consistent with its intention to operate with a conservative debt structure.
Since the completion of the Companys 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 $4.2 billion 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.
During July 2005, the Company established a new $850.0 million unsecured credit facility, (the Credit Facility) which is scheduled to expire in July 2008. This Credit Facility replaces the Companys $500.0 million unsecured credit facility, which was scheduled to expire in June 2006. Under the Credit Facility, funds may be borrowed for general corporate purposes, including the funding of (i) property acquisitions, (ii) development and redevelopment costs and (iii) any short-term working capital requirements. Interest on borrowings under the Credit Facility accrue at a spread (currently 0.45%) to LIBOR and fluctuates in accordance with changes in the Companys senior debt ratings. As part of this Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $425.0 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 to LIBOR of 0.45%. A facility fee of 0.125% per annum is payable quarterly in arrears. In addition, 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 Credit Facility, the Company, among other things, is (i) subject to maintaining certain maximum leverage ratios on both
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unsecured senior corporate debt and minimum unencumbered asset and equity levels, and (ii) restricted from paying dividends in amounts that exceed 95% of funds from operations, as defined. As of December 31, 2005, there was $200.0 million outstanding under this credit facility.
During September 2004, the Company entered into a three-year Canadian denominated (CAD) $150.0 million unsecured revolving credit facility with a group of banks. This facility bears interest at the CDOR Rate, as defined, plus 0.50% and was scheduled to expire in September 2007. During March 2005, this facility was increased to CAD $250.0 million and the scheduled maturity date was extended to March 2008. During January 2006, the facility was further amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Companys $850.0 million U.S. Credit Facility. Proceeds from this facility will be used for general corporate purposes including the funding of Canadian denominated investments. As of December 31, 2005, there was CAD $110.0 million (approximately USD $94.7 million) outstanding under this facility.
During May 2005, the Company entered into a three-year Mexican Peso denominated (MXP) 500.0 million unsecured revolving credit facility. This facility bears interest at the TIIE Rate, as defined, plus 1.00% and is scheduled to expire in May 2008. Proceeds from this facility will be used to fund peso denominated investments. As of December 31, 2005, there was MXP 500.0 million (approximately USD $46.5 million) outstanding under this facility.
The Company also has a medium-term notes (MTN) program pursuant to which it may, from time to time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs, and (ii) managing the Companys debt maturities. As of December 31, 2005, the Company had $250.0 million available for issuance under the MTN program. (See Note 11 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
In addition to the public debt and equity 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 KDI. As of December 31, 2005, the Companys consolidated property portfolio had over 380 unencumbered property interests representing over 87% of the Companys net operating income.
During July 2005, the Company filed a shelf registration on Form S-3 for up to $1.0 billion of debt securities, preferred stock, depositary shares, common stock and common stock warrants. As of December 31, 2005, the Company had approximately $750.0 million available for issuance under this shelf registration statement.
The Company anticipates that cash flows from operating activities will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and the payment of dividends in accordance with REIT requirements in both the short term and long term. In addition, the Company anticipates that cash on hand, free cash flow generated by the operating business, availability 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. Cash flow from operating activities (see Consolidated Statements of Cash Flows) was $410.8 million for the year ended December 31, 2005, as compared to $365.2 million for the year ended December 31, 2004.
Competition
As one of the original participants in the growth of the shopping center industry and one of the nations 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 Companys properties.
Inflation and Other Business Issues
Many of the Companys 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 predetermined thresholds (Percentage Rents), which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses include increases in the consumer price index or similar inflation indices. In addition, many of the Companys leases are
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for terms of less than 10 years, which permits the Company to seek to increase rents upon renewal to market rates. Most of the Companys leases require tenants to reimburse the Company for their allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Companys exposure to increases in costs and operating expenses resulting from inflation. The Company periodically evaluates its exposure to short-term interest rates and fluctuations in foreign currency exchange rates and will, from time-to-time, enter into interest rate protection agreements and foreign currency hedge agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and changes in foreign currency exchange rates.
Operating Practices
Nearly all operating functions, including leasing, legal, construction, data processing, maintenance, finance and accounting are administered by the Company from its executive offices in New Hyde Park, New York and supported by the Companys regional offices. The Company believes it is critical to have a management presence in its principal areas of operation and accordingly, the Company maintains regional offices in various cities throughout the United States. A total of 488 persons are employed at the Companys executive and regional offices.
The Companys regional offices are generally staffed by a manager and the support personnel necessary to both function as local representatives for leasing and promotional purposes and to complement the corporate offices administrative and accounting efforts and to ensure that property inspection and maintenance objectives are achieved. The regional offices are important in reducing the time necessary to respond to the needs of the Companys tenants. Leasing and maintenance personnel from the corporate office also conduct regular inspections of each shopping center.
The Company also employs a total of 15 persons at several of its larger properties in order to more effectively administer its maintenance and security responsibilities.
Qualification as a REIT
The Company has elected, commencing with its taxable year which began January 1, 1992, to qualify as a REIT under the Code. If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code.
In connection with the RMA, which became effective January 1, 2001, the Company is now permitted to participate in activities which the Company was precluded from previously in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations. The primary activities conducted by the Company in its taxable REIT subsidiaries during 2005 included, but were not limited to, (i) the ground-up development of shopping center properties and subsequent sale thereof upon completion (see Recent Developments Ground-Up Developments), (ii) real estate advisory and disposition services, and (iii) acting as an agent or principal in connection with tax deferred exchange transactions. As such, the Company was subject to federal and state income taxes on the income from these activities.
Risk Factors
Set forth below are the material risks associated with the purchase and ownership of the Companys equity and debt securities. As an owner of real estate, the Company is subject to certain business risks arising in connection with the underlying real estate, including, among other factors, including the following:
i) Loss of the Companys tax status as a real estate investment trust would have significant adverse consequences to the Company and the value of its securities.
The Company elected to be taxed as a REIT for federal income tax purposes under the Code commencing with our taxable year beginning January 1, 1992. The Company currently intend to operate so as to qualify as a REIT and believe that the Companys current organization and method of operation comply with the rules and regulations promulgated under the Code to enable us to qualify as a REIT.
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 the Companys control may affect the Companys ability to qualify as a REIT. For example, in order to qualify as a REIT, at least 95% of the Companys gross income in any year must be derived from qualifying sources, and the Company must satisfy a number of requirements regarding the composition of the Companys assets. Also, we must make distributions to stockholders aggregating annually at least 90% of the Companys net taxable income, excluding capital gains. In addition, new legislation, regulations, administrative
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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. Although the Company believes that it is organized and has operated in such a manner, the Company can give no assurance that it has qualified or will continue to qualify as a REIT for tax purposes.
If the Company loses its REIT status, it will face serious tax consequences that will substantially reduce the funds available to make payment of principal and interest on the debt securities the Company issues and to pay dividends to Company stockholders. If the Company fails to qualify as a REIT:
the Company would not be allowed a deduction for distributions to stockholders in computing its taxable income and would be subject to federal income tax at regular corporate rates;
the Company also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and
unless the Company was entitled to relief under statutory provisions, it could not elect to be subject to tax as a REIT for four taxable years following the year during which the Company were disqualified.
In addition, if the Company fails to qualify as a REIT, it would not be required to make distributions to stockholders.
As a result of all these factors, the Companys failure to qualify as a REIT also could impair its ability to expand its business and raise capital, and would adversely affect the value of the Companys securities.
ii) Adverse market conditions and competition may impede the Companys ability to generate sufficient income to pay expenses and maintain properties.
The economic performance and value of the Companys properties are 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 space in properties like those that the Company owns, or a reduction in demand for properties like those that the Company owns;
the attractiveness of the Companys properties to tenants;
the ability of tenants to pay rent;
competition from other available properties;
changes in market rental rates;
the need to periodically pay for costs to repair, renovate and re-let space;
changes in operating costs, including costs for maintenance, insurance and real estate taxes;
the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; and
changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes.
iii) Downturns in the retailing industry likely will have a direct impact on the Companys performance.
The Companys properties consist primarily of community and neighborhood shopping centers and other retail properties. The Companys performance therefore is linked to economic conditions in the market for retail space generally. The market for retail space has been or could be adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets, and increasing consumer purchases through catalogues and the internet. To the extent that any of these conditions occur, they are likely to impact market rents for retail space.
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iv) Failure by any anchor tenant with leases in multiple locations to make rental payments to the Compnay, because of a deterioration of its financial condition or otherwise, could impact the Companys performance.
The Companys performance depends on its ability to collect rent from tenants. At any time, the Companys tenants may experience a downturn in their business that may significantly weaken their financial condition. As a result, the Companys 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 the terminated leases. In addition, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could result in lease terminations or reductions in rent by other tenants in the same shopping centers under the terms of some leases. In that event, the Company may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above, particularly if it involves a substantial tenant with leases in multiple locations, could impact the Companys performance.
v) The Company may be unable to collect balances due from any tenants in bankruptcy.
The Company cannot give assurance that any tenant that files for bankruptcy protection will continue to pay rent. A bankruptcy filing by or relating to one of the Companys tenants or a lease guarantor would bar all efforts by the Company to collect pre-bankruptcy debts from the tenant or the lease guarantor, or their property, unless the Company receives an order permitting it to do so from the bankruptcy court. A tenant or lease guarantor bankruptcy could delay the Companys efforts to collect past due balances under the relevant leases, and could ultimately preclude collection of these sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to the Company in full. However, if a lease is rejected by a tenant in bankruptcy, the Company would have only a general unsecured claim for damages. Any unsecured claim the Company holds may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there are restrictions under bankruptcy laws which limit the amount of the claim the Company can make if a lease is rejected. As a result, it is likely that the Company will recover substantially less than the full value of any unsecured claims it holds.
vi) Real estate property investments are illiquid, and therefore the Company may not be able to dispose of properties when appropriate or on favorable terms.
Real estate property investments generally cannot be disposed of quickly. In addition, the federal tax code imposes restrictions on a REITs ability to dispose of properties that are not applicable to other types of real estate companies. Therefore, the Company may not be able to vary its portfolio in response to economic or other conditions promptly or on favorable terms.
vii) The Company does not have exclusive control over its joint venture investments, so the Company is unable to ensure that its objectives will be pursued.
The Company has invested in some cases as a co-venturer or partner in properties, instead of owning directly. These investments involve risks not present in a wholly-owned ownership structure. In these investments, the Company does 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 the Companys interests or goals, take action contrary to the Companys interests or otherwise impede the Companys objectives. The co-venturer or partner also might become insolvent or bankrupt.
viii) The Companys financial covenants may restrict its operating and acquisition activities.
The Companys revolving credit facilities and the indenture under which the Companys senior unsecured debt is issued contain certain financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on the Companys ability to incur secured and unsecured debt, make dividend payments, sell all or substantially all of the Companys assets and engage in mergers and consolidations and certain acquisitions. These covenants may restrict the Companys ability to pursue certain business initiatives or certain acquisition transactions. In addition, failure to meet any of the financial covenants could cause an event of default under and/or accelerate some or all of the Companys indebtedness, which would have a material adverse effect on the Company.
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ix) The Company may be subject to environmental regulations.
Under various federal, state, and local laws, ordinances and regulations, the Company 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 the Companys 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 the Company knew about, or were responsible for, the presence of hazardous or toxic substances.
x) The Companys ability to lease or develop properties is subject to competitive pressures
.
The Company faces competition in the acquisition, development, operation and sale of real property from individuals and businesses who own real estate, fiduciary accounts and plans and other entities engaged in real estate investment. Some of these competitors have greater financial resources than we do. This results in competition for the acquisition of properties, for tenants who lease or consider leasing space in the Companys existing and subsequently acquired properties and for other real estate investment opportunities.
xi) Changes in market conditions could adversely affect the market price of the Companys publicly traded securities.
As with other publicly traded securities, the market price of the Companys 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 the Companys publicly traded securities are the following:
the extent of institutional investor interest in the Company;
the reputation of REITs generally and the reputation of REITs with portfolios similar to the Companys;
the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies);
the Companys financial condition and performance;
the markets perception of the Companys 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 the Companys shares; and
general economic and financial market conditions.
Recent Developments
Operating Properties -
Acquisitions
-
During January 2005, the Company acquired a shopping center property located in Clearwater, FL, comprising approximately 0.2 million square feet of gross leasable area (GLA), for a purchase price of approximately $17.7 million.
During March 2005, the Company acquired the remaining 40% interest in a shopping center property located in Temple, TX, in which the Company had previously owned a 60% interest, for a purchase price of approximately $0.9 million. During June 2005, the Company transferred this property to a newly formed joint venture in which the Company now has a 20% non-controlling interest.
Additionally, during March 2005, the Company acquired two operating properties, located in New York, NY, through newly formed joint ventures in which the Company holds 95% economic interests, for an aggregate purchase price of approximately $11.6 million. Simultaneous with the closing, each property was encumbered with an individual non-recourse floating-rate mortgage aggregating approximately $9.1 million. These loans mature in April 2007 and bear interest at LIBOR plus 2% and LIBOR plus 2.25% (6.39% and 6.64%, respectively, at December 31, 2005). Based upon the provisions of FIN 46(R), the Company has determined
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that these entities are variable interest entities (VIE). The Company has further determined that the Company is the primary beneficiary of these VIEs and has therefore consolidated these entities for financial reporting purposes. The Companys maximum exposure to loss associated with these entities is primarily limited to the Companys aggregate capital investment, which was approximately $3.4 million at December 31, 2005.
During April 2005, the Company acquired an operating property located in Poway, CA, comprising approximately 0.1 million square feet of GLA, for a purchase price of approximately $19.5 million.
During June 2005, the Company acquired a portfolio of 45 operating properties, comprising approximately 0.3 million square feet of GLA, located in Virginia and Maryland, for a purchase price of approximately $85.3 million. During August 2005, the Company obtained approximately $65.0 million of crossed-collateralized non-recourse mortgage debt encumbering all 45 operating properties. This mortgage debt matures in September 2015 and bears interest at a fixed-rate of 4.94% per annum. During September 2005, the entire portfolio of 45 properties and the associated debt was transferred to a newly formed unconsolidated joint venture in which the Company has a 15% non-controlling interest.
During 2005, the Company acquired ten self-storage facilities through an existing joint venture in which the Company held an approximate 93.5% economic interest, for a purchase price of approximately $39.9 million including the assumption of approximately $7.5 million of non-recourse fixed-rate mortgage debt encumbering three of the properties. Upon completing these acquisitions, the venture owned 17 self-storage facilities located in various states. The Company had cross-collateralized 14 of these properties with approximately $44.0 million of non-recourse floating-rate mortgage debt which was scheduled to mature in November 2007 and had an interest rate of LIBOR plus 2.75%. Based upon the provisions of FIN 46(R), the Company had determined that this entity was a VIE. The Company had further determined that the Company was the primary beneficiary of this VIE and had therefore consolidated this entity for financial reporting purposes. During November and December 2005, this entity disposed of, in separate transactions, four self-storage properties for an aggregate sales price of approximately $18.6 million which resulted in an aggregate gain of approximately $5.8 million. Proceeds from these sales were used to pay down approximately $9.8 million of mortgage debt and provide distributions to the partners. As a result of these transactions the Companys economic interest significantly decreased and the entity became subject to the reconsideration provisions of FIN 46(R). Based upon this reconsideration event and the provision of FIN 46(R), the Company has determined that this entity is no longer a VIE and has therefore deconsolidated this entity and will now account for this investment under the equity method of accounting. As of December 31, 2005, this entity owned 13 self-storage properties. Three of the properties are encumbered by approximately $7.4 million of fixed-rate individual non-recourse mortgage debt which bears interest at 5.5% per annum and is scheduled to mature in June 2013. The remaining ten properties are cross-collateralized with approximately $33.3 million of variable-rate debt which bears interest at LIBOR plus 2.75% (7.09% at December 31, 2005) and is scheduled to mature in November 2007. The Companys maximum exposure to loss associated with this entity is primarily limited to the Companys carrying value of this investment, which was approximately $14.2 million at December 31, 2005.
During October 2005, the Company acquired a portfolio of three operating properties located in southern California, comprising approximately 0.4 million aggregate square feet of GLA, for an aggregate purchase price of approximately $104.5 million including the assumption of approximately $54.6 million of non-recourse mortgage debt.
During December 2005, the Company acquired, in separate transactions, two operating properties, located in New York, NY, for an aggregate purchase price of approximately $7.2 million. The purchase of one of the properties was partially funded by a new $3.1 million non-recourse mortgage, which bears interest at a fixed rate of 5.87% per annum and matures in December 2015.
During December 2005, the Company acquired a portfolio of eight net-leased operating properties, comprising approximately 0.1 million square feet of GLA, for an aggregate purchase price of approximately $17.1 million. Seven of these properties are located in the New York Metropolitan area, and one is located in Philadelphia, PA.
During December 2005, the Company acquired from KROP the remaining 80% interest in an operating property comprising approximately 0.1 million square feet of GLA located in Columbia, MD, for a purchase price of approximately $23.6 million.
Additionally, during December 2005, the Company acquired, in separate transactions, four operating properties, located in Plano, TX, New London, NH, Staten Island, NY, and Santa Rosa,
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CA, comprising of approximately 0.3 million aggregate square feet of GLA, for an aggregate purchase price of approximately $46.9 million.
FNC Realty Corporation -
From 2000 through 2002 the Company acquired approximately $28.9 million face amount of Franks Nursery and Crafts, Inc. (Franks), 10.25% bonds for an aggregate purchase price of approximately $11.3 million. During February 2001, Franks filed for protection under Chapter 11 of the United States Bankruptcy Code. During May 2002, Franks plan of reorganization was confirmed by the Bankruptcy court and Franks emerged from bankruptcy. Pursuant to Franks reorganization plan, the Company received approximately 4.3 million shares of Franks common stock valued at $2.34 per share in settlement of its Franks bond investment. As a result of this conversion, the Company held an approximate 27% interest in Franks and began accounting for its investment on the equity method. In addition, the Company began providing loans to Franks under a revolving credit facility, which was collateralized by certain real estate interests of Franks. As an inducement to make these loans, Franks issued the Company approximately 4.4 million warrants with an exercise price of $1.15 per share.
During September 2004, Franks again filed for protection under Chapter 11 of the United States Bankruptcy Code. The Company committed to provide Franks, in addition to its revolving credit facility, with $27.0 million of debtor-in-possession financing for a term of one year at an interest rate of Prime plus 1.00%. From the petition date until July 26, 2005, Franks operated its business as a debtor-in-possession and during this period had completely liquidated its inventory and ceased operating as a retailer.
Franks plan of reorganization included a Company-sponsored re-capitalization plan in which the Company, along with several other significant shareholders, agreed to re-capitalize Franks with approximately $104.0 million in cash in exchange for debt and equity securities and convert Franks from a publicly held retail company to a privately held real estate company.
On July 27, 2005, Franks emerged from Chapter 11 bankruptcy pursuant to a bankruptcy court approved plan of reorganization as FNC Realty Corporation (FNC). Pursuant to the reorganization plan, shareholders of Franks were offered cash of $0.75 per share or the right to exchange Franks common stock for FNC common stock on a 1:1 basis. FNCs capitalization included the issuance of approximately $27.0 million of common stock and $77.0 million of fixed-rate 7% convertible senior notes. The notes mature in July 2008 and may be converted at anytime by the holder for common shares of FNC at $0.75 per share. Proceeds from the issuance of common stock and convertible senior notes were used to repay all claims pursuant to the plan of reorganization, including amounts owed to the Company under its revolving credit facility and debtor-in-possession financing agreement.
Pursuant to the plan of reorganization, the Company received common shares of FNC representing an approximate 27% ownership interest in exchange for its interests in Franks. In addition, the Company acquired an additional 24.5% interest in the common shares of FNC for cash of approximately $17 million, thereby increasing the Companys ownership interest to approximately 51%. This acquisition of additional shares includes the exercise of warrants previously issued by Franks to the Company. The Company also acquired approximately $42 million of fixed-rate 7% convertible senior notes issued by FNC. As a result of the increase in ownership interest from 27% to 51%, the Company became the controlling shareholder and therefore, commenced consolidation of FNC effective July 27, 2005.
As of July 27, 2005, FNC held interests in 55 properties with approximately $16.1 million of non-recourse mortgage debt encumbering 16 of the properties. These loans bear interest at fixed rates ranging from 4.00% - 7.75% and maturity dates ranging from June 2012 through June 2022. During December 2005, FNC prepaid, without penalty, an aggregate $4.8 million of mortgage debt encumbering five of its properties. As of December 31, 2005, FNC had approximately $11.4 million of non-recourse mortgage debt encumbering 11 properties. These remaining loans bear interest at fixed rates ranging from 4.00% to 7.75% and maturity dates ranging from June 2012 through June 2022.
The Companys investment strategy with respect to FNC includes re-tenanting, re-developing and disposition of the properties. From July 27, 2005, through December 31, 2005, FNC disposed of nine properties, in separate transactions, for an aggregate sales price of approximately $9.4 million.
Dispositions
-
During 2005, the Company (i) disposed of, in separate transactions, 20 operating
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properties for an aggregate sales price of approximately $93.3 million, (ii) transferred three operating properties to KROP for an aggregate price of approximately $49.0 million, (iii) transferred 52 operating properties to various joint ventures in which the Company manages and has non-controlling interests ranging from 15% to 50% for an aggregate price of approximately $183.1 million. For the year ended December 31, 2005, these transactions resulted in gains of approximately $31.9 million and a loss on sale/transfer from four of the properties for approximately $5.2 million.
During June 2005, the Company disposed of a vacant land parcel located in New Ridge, MD, for approximately $5.6 million, resulting in a $4.6 million gain on sale. This gain is included in Other income, net on the Companys Consolidated Statements of Income.
Redevelopments -
The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace. During 2005, the Company substantially completed the redevelopment and re-tenanting of various operating properties. The Company expended approximately $55.5 million in connection with these major redevelopments and re-tenanting projects during 2005. The Company is currently involved in redeveloping several other shopping centers in the existing portfolio. The Company anticipates its capital commitment toward these and other redevelopment projects will be approximately $90.0 million to $110.0 million during 2006.
Ground-Up Development -
The Company is engaged in ground-up development projects which consists of (i) merchant building through the Companys wholly-owned taxable REIT subsidiary, KDI, which develops neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Mexico and Canada for long-term investment (see Recent Developments International Real Estate Investments and Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). The ground-up development projects generally have substantial pre-leasing prior to the commencement of construction. As of December 31, 2005, the Company had in progress a total of 38 ground-up development projects including 26 merchant building projects, five domestic ground-up development projects, six ground-up development projects located throughout Mexico and one ground-up development project located in Canada. These projects are currently proceeding on schedule and substantially in line with the Companys budgeted costs of approximately $1.3 billion.
As of December 31, 2005, KDI had in progress 26 ground-up development projects located in nine states. In addition, KDI manages the construction of four domestic projects for the Company, which will be held as long-term investments. During 2005, KDI expended approximately $449.1 million in connection with the purchase of land and construction costs related to these projects and those sold during 2005. These projects are currently proceeding on schedule and substantially in line with the Companys budgeted costs. The Company anticipates its capital commitment toward these development projects will be approximately $200.0 million to $250.0 million during 2006. The proceeds from the sale of completed ground-up development projects during 2006, proceeds from construction loans and availability under the Companys revolving lines of credit are expected to be sufficient to fund these anticipated capital requirements.
Acquisitions -
During 2005, KDI acquired various land parcels, in separate transactions, for an aggregate purchase price of approximately $185.7 million. The estimated project costs for these newly acquired parcels are approximately $609.6 million with completion dates ranging from March 2006 to June 2009.
Date Acquired
City
State
Purchase Price
(in millions)
February 2005
Various
AZ, NC
$
3.4
March 2005
Various
AZ, NE, TX
22.2
May 2005
Jacksonville
FL
18.5
June 2005
Various
CA, NC
30.9
July 2005
Various
AZ, FL, ID, TX
26.5
August 2005
Cypress
TX
2.5
September 2005
Mesa
AZ
32.5
October 2005
Various
ID, NY
10.4
December 2005
Various
FL, ID
38.8
$
185.7
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During 2005, the Company obtained a term loan and individual construction loans on two ground-up development projects and paid off construction loans on five ground-up development projects. At December 31, 2005, total loan commitments on the remaining 15 construction loans aggregated approximately $343.5 million of which approximately $228.5 million has been funded. These loans have maturities ranging from 4 months to 31 months and bear interest at rates ranging from 6.04% to 6.64% at December 31, 2005.
Dispositions
-
During 2005, KDI sold, in separate transactions, six of its recently completed projects and 41 out-parcels for approximately $264.1 million. These sales resulted in pre-tax gains of approximately $33.6 million. Details are as follows:
Date Sold
Project
City
State
Sales Price
(in millions)
January 2005
Maricopa, AZ, project and 3 out-parcels at various projects
Various
AZ, NY
$ 26.4
February 2005
Fountain Hills, AZ, project and out-parcels at Chandler, AZ
Various
AZ
51.4
March 2005
Various (2 out-parcels)
Various
AZ, TX
4.6
April 2005
Various (1 multi-tenant parcel and 2 out-parcels)
Various
AZ, OH, TX
9.4
May 2005
Various (5 out-parcels)
Various
AZ, MI, TX
7.3
June 2005
Completed projects in Durham, NC, and Houston, TX and 4 out-parcels in various projects
Various
NE, NC, TX
46.9
July 2005
Various (2 out-parcels) and earn-out proceeds
Various
FL, TX
5.7
August 2005
Various (3 out-parcels)
Various
TX
2.5
September 2005
Burlington, NC, project and 2 out-parcels at Jacksonville, FL
Various
FL, NC
51.5
October 2005
Various (4 out-parcels) and earn-out proceeds
Various
FL, MI, NC, OH
4.6
November 2005
Various (6 out-parcels)
Various
FL, NY, TX
14.7
December 2005
Longview, WA, project, 2 out-parcels at various projects and earn-out proceeds
Various
FL, ID, TX, WA
39.1
$ 264.1
Operating Real Estate Joint Venture Investments -
Kimco Income REIT (KIR)
-
The Company has a 43.3% non-controlling limited partnership interest in KIR, manages the portfolio and accounts for its investment under the equity method of accounting.
During March 2005, KIR disposed of an operating property and an out-parcel, in separate transactions, for an aggregate sales price of approximately $43.1 million. These sales resulted in an aggregate gain of approximately $17.8 million of which the pro-rata gain to the Company was approximately $7.7 million. In connection with the sale of the operating property, KIR incurred a $2.0 million loan defeasance charge, of which the Companys pro-rata share was approximately $0.9 million.
During October 2005, KIR sold an operating property for a sales price of approximately $8.1 million. This sale resulted in a gain of approximately $2.4 million of which the pro-rata gain to the Company was approximately $1.0 million.
Additionally, during March 2005, KIR acquired an operating property located in Delran, NJ, for a purchase price of approximately $4.6 million.
In April 2005, KIR entered into a three-year $30.0 million unsecured revolving credit facility which bears interest at LIBOR plus 1.40%. As of December 31, 2005, there were no amounts outstanding under this facility.
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As of December 31, 2005, the KIR portfolio was comprised of 68 shopping center properties aggregating approximately 14.2 million square feet of GLA located in 20 states.
KROP Venture
-
During 2001, the Company formed a joint venture (the Kimco Retail Opportunity Portfolio or KROP) with GE Capital Real Estate (GECRE), in which the Company has a 20% non-controlling interest and manages the portfolio. The purpose of this joint venture is to acquire established, high-growth potential retail properties in the United States. Total capital commitments to KROP from GECRE and the Company are for $200.0 million and $50.0 million, respectively, and such commitments are funded proportionately as suitable opportunities arise and are agreed to by GECRE and the Company. During 2005, GECRE and the Company contributed approximately $21.2 million and $5.3 million, respectively, towards their capital commitments. The Company accounts for its investment in KROP under the equity method of accounting.
During 2005, KROP acquired four operating properties and one out-parcel, in separate transactions, for an aggregate purchase price of approximately $74.6 million, including the assumption of approximately $26.2 million of individual non-recourse mortgage debt encumbering two of the properties and preferred units of approximately $4.2 million associated with another property.
During 2005, KROP disposed of three unencumbered operating properties and two out-parcels, in separate transactions, for an aggregate sales price of approximately $60.3 million. These sales resulted in an aggregate gain of approximately $18.3 million of which the Companys pro-rata share was approximately $3.7 million.
During 2005, KROP obtained ten-year individual non-recourse, non-cross collateralized fixed-rate mortgages aggregating approximately $21.9 million on two of its previously unencumbered properties with rates ranging from 5.2% to 5.3%.
During 2005, KROP obtained two non-recourse, non-cross collateralized variable-rate mortgages aggregating approximately $25.7 million on two properties with rates of LIBOR plus 1.30% and LIBOR plus 1.65% with terms of two and three years, respectively.
As of December 31, 2005, the KROP portfolio was comprised of 38 shopping center properties aggregating approximately 5.6 million square feet of GLA located in 14 states.
Other Real Estate Joint Ventures
During December 2004, the Company acquired the Price Legacy Corporation through a newly formed joint venture, PL Retail LLC (PL Retail), in which the Company has a 15% non-controlling interest and manages the portfolio. The Company accounts for its investment under the equity method of accounting. In connection with this transaction, PL Retail acquired 33 operating properties aggregating approximately 7.6 million square feet of GLA located in ten states. To partially fund the acquisition, the Company provided PL Retail approximately $30.6 million of secured mezzanine financing. The Company also, provided PL Retail a secured short-term promissory note of approximately $8.2 million. This interest-only note bore interest at LIBOR plus 4.50% and was scheduled to mature in June 2005. During 2005, this note was amended to bear interest at LIBOR plus 6.0% and is now payable on demand. This interest only loan bears interest at a fixed rate of 7.5% and matures in December 2006. During the year ended December 31, 2005, PL Retail disposed of nine operating properties, in separate transactions, for an aggregate sales price of approximately $81.4 million, which represented the approximate carrying values of the properties. Proceeds of approximately $22.0 million were used to partially repay the mezzanine financing that was provided by the Company. As of December 31, 2005, PL Retail had approximately $8.9 million outstanding on the mezzanine financing and approximately $8.2 million outstanding on the promissory note.
During March 2005, a joint venture in which the Company has a 50% non-controlling interest, disposed of two vacant land parcels located in Glendale, AZ, in separate transactions, for an aggregate sales price of approximately $9.9 million. These sales resulted in an aggregate gain of approximately $4.8 million, of which the Companys share was approximately $2.4 million.
During April 2005, the Company acquired an operating property located in Hillsborough, NJ, comprising approximately 0.1 million square feet of GLA, through a newly formed joint venture in which the Company has a 50% non-controlling interest. The property was acquired for approximately $4.0 million including the assumption of approximately $1.9 million of non-recourse mortgage debt encumbering the property. Subsequent to the
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purchase, the joint venture obtained a $3.2 million one-year term loan which bears interest at LIBOR plus 0.55%. This loan is jointly and severally guaranteed by the joint venture partners, including the Company. Proceeds from this loan were used to repay the $1.9 million mortgage encumbering the property.
During June 2005, the Company acquired land in Tustin, CA, through a newly formed joint venture in which the Company has a 50% non-controlling interest, for a purchase price of approximately $23.0 million. The property will be developed into a 1.0 million square foot retail center with a total estimated project cost of approximately $149.3 million. The purchase of the land was funded through a new construction loan which bears interest at LIBOR plus 1.70% and is scheduled to mature in October 2007. As of December 31, 2005, this construction loan had an outstanding balance of approximately $40.4 million.
Additionally, during June 2005, the Company acquired an additional 25% interest in a joint venture in which the Company had previously held a 7.77% interest for approximately $26.0 million. This joint venture owns an operating property, comprised of approximately 0.5 million square feet of GLA, located in Fremont, CA. During December 2005, the Company sold a portion of its interest in this joint venture to a new partner who purchased 70% of this partnership. The Company now has a 30% non-controlling interest in this joint venture manages and accounts for its investment under the equity method of accounting.
During July 2005, the Company acquired an interest in an office property located in Houston, TX, comprising approximately 0.6 million square feet of GLA through a newly formed joint venture in which the Company has an 85% non-controlling interest. The Companys investment in the joint venture was approximately $12.2 million. The joint venture purchased the property for approximately $91.1 million subject to $76.5 million of non-recourse mortgage debt which bears interest at a fixed-rate of 5.15% per annum and matures during August 2015. The Company accounts for this investment under the equity method of accounting.
During May 2005, the Company acquired a $10.2 million mortgage receivable through a newly formed joint venture in which the Company has a 50% non-controlling interest. The mortgage encumbered a property located in Derby, CT, comprising approximately 0.1 million square feet of GLA. During October 2005, the joint venture foreclosed on the property and obtained fee title.
Additionally, during 2005, the Company acquired, in separate transactions, 12 operating properties comprising approximately 1.7 million square feet of GLA, through newly formed joint ventures in which the company has non-controlling interests ranging from 5% to 50%. The aggregate purchase price for these properties was approximately $265.6 million, including the assumption of approximately $29.1 million of non-recourse mortgage debt encumbering three of the properties. The Company accounts for its investment in these joint ventures under the equity method of accounting.
During September 2005, the Company transferred 45 operating properties, comprising approximately 0.3 million square feet of GLA, located in Virginia and Maryland to a newly formed unconsolidated joint venture in which the Company has a 15% non-controlling interest. The transfer price was approximately $85.3 million including the assignment of approximately $65.0 million of cross-collateralized non-recourse mortgage debt encumbering all of the properties.
Additionally, during 2005, the Company transferred, in separate transactions, five operating properties comprising approximately 0.7 million square feet of GLA, to newly formed joint ventures in which the Company has 20% non-controlling interests, for an aggregate price of approximately $85.6 million, including the assignment of approximately $40.2 million of mortgage debt encumbering three of the properties. The Company accounts for its investments in these joint ventures under the equity method of accounting.
The Companys maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments. As of December 31, 2005, the Companys carrying value in these investments approximated $735.6 million.
International Real Estate Investments -
Canadian Investments
-
During October 2001, the Company formed the RioCan Venture in which the Company has a 50% non-controlling interest, to acquire retail properties and development projects in Canada. The acquisition and development projects are to be sourced and managed by RioCan and are subject to review and approval by a joint oversight committee consisting of RioCan management and the Companys management personnel. Capital contributions will only be
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required as suitable opportunities arise and are agreed to by the Company and RioCan.
As of December 31, 2005, the RioCan Venture was comprised of 34 operating properties and one development property, consisting of approximately 8.1 million square feet of GLA.
During May 2005, a newly formed joint venture, in which the Company has a 50% non-controlling interest, acquired in separate transactions, two auto dealerships located in Toronto, Canada, for an aggregate purchase price of approximately CAD $6.4 million (approximately USD $5.1 million).
During 2005, the Company, in separate transactions, made four Canadian preferred equity investments aggregating approximately CAD $24.2 million (approximately USD $20.7 million) to developers and owners of various real estate interests.
The Company has used the equity method of accounting for the Canadian investments described above.
Mexican Investments
-
During March 2005, the Company transferred 50% of the Companys 95% interest in a developed property located in Huehuetoca, Mexico, to a joint venture partner for approximately $5.3 million, which approximated its carrying value. As a result of this transaction, the Company now holds a 47.5% non-controlling interest and has deconsolidated the investment. The Company now accounts for its investment under the equity method of accounting.
During May 2005, the Company acquired a hotel property located in Cancun, Mexico, through a newly formed joint venture in which the Company has an 80% non-controlling interest. The property was purchased for approximately $19.7 million. Simultaneous with the closing, the property was encumbered with $12.4 million of non-recourse mortgage debt which bears interest at a fixed rate of 7.63% per annum and matures during May 2010. During 2005, the property incurred significant hurricane damage which has temporarily suspended operations. The Company believes that its property insurance and business interruption insurance will adequately cover losses associated with this event.
During July 2005, the Company transferred a developed property located in Reynosa, Mexico, to a newly formed joint venture in which the Company has a 50% non-controlling interest, for a price of approximately $6.9 million. The Company now accounts for this investment under the equity method of accounting.
During October 2005, the Company acquired interests in 57 industrial properties located in Mexico, through a newly formed joint venture in which the Company has a 50% non-controlling interest, for a purchase price of approximately $277.5 million, including the assumption of approximately $167.0 million of non-recourse mortgage debt encumbering 52 properties. The properties comprise approximately 5.6 million square feet of GLA.
During 2005, the Company acquired, in separate transactions, two parcels of land located in Saltillo and Pachuca, Mexico, for an aggregate purchase price of approximately $14.6 million. The properties will be developed into retail centers with an aggregate total projected cost of approximately $34.1 million.
Additionally, during 2005, the Company acquired, in separate transactions, six parcels of land located in various cities throughout Mexico, through newly formed joint ventures in which the Company has non-controlling interests ranging from 50% to 80%, for an aggregate purchase price of approximately $42.1 million. The properties were at various stages of construction at acquisition and will be developed into retail centers with a projected total aggregate cost of approximately $183.1 million.
Other Real Estate Investments -
Kimsouth -
During November 2002, the Company, through its taxable REIT subsidiary, together with Prometheus Southeast Retail Trust, completed the merger and privatization of Konover Property Trust, which has been renamed Kimsouth Realty, Inc., (Kimsouth). The Company acquired 44.5% of the common stock of Kimsouth, which consisted primarily of 38 retail shopping center properties comprising approximately 4.6 million square feet of GLA. Total acquisition value was approximately $280.9 million, including approximately $216.2 million in assumed mortgage debt. The Companys investment strategy with respect to Kimsouth includes re-tenanting, repositioning and disposition of the properties.
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During 2005, Kimsouth disposed of seven shopping center properties, in separate transactions, for an aggregate sales price of approximately $78.8 million, including the assignment of approximately $23.7 million of mortgage debt encumbering two of the properties. During 2005, the Company recognized pre-tax profits from the Kimsouth investment of approximately $4.9 million, which is included in the caption Income from other real estate investments on the Companys Consolidated Statements of Income.
As of December 31, 2005, the Kimsouth portfolio was comprised of five properties including the office component of an operating property sold in 2004, aggregating approximately 1.2 million square feet of GLA located in four states.
Preferred Equity Capital -
The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate properties. During 2005, the Company provided in separate transactions, an aggregate of approximately $84.3 million in investment capital to developers and owners of 79 real estate properties. As of December 31, 2005, the Companys net investment under the Preferred Equity program was approximately $225.9 million relating to 131 properties. For the year ended December 31, 2005, the Company earned approximately $32.8 million, including $12.6 million from promoted interests earned from six capital transactions from these investments.
Mortgages and Other Financing Receivables -
During May 2002, the Company provided a secured $15.0 million three-year term loan and a secured $7.5 million revolving credit facility to Franks, at an interest rate of 10.25% per annum collateralized by 40 real estate interests. Interest was payable quarterly in arrears. During 2003, the revolving credit facility was amended to increase the total borrowing capacity to $17.5 million. During January 2004, the revolving loan was further amended to provide up to $33.75 million of borrowings from the Company. During September 2004, Franks filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The Company committed to provide an additional $27.0 million of Debtor-in-Possession financing with a term of one year at an interest rate of Prime plus 1.00% per annum. During July 2005, Franks emerged from bankruptcy as FNC and repaid all outstanding amounts owed to the Company under the revolving credit facility and Debtor-in-Possession agreement (See Recent Developments FNC Realty Corporation and Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).
During April 2005, the Company provided a construction loan commitment of up to MXP 53.5 million (approximately USD $5.0 million) to a developer for the construction of a new retail center in Acapulco, Mexico. The loan bears interest at a fixed rate of 11.75% and provides for an additional 20% participation of property cash flow, as defined. This loan is initially interest only and then converts to an amortizing loan at the earlier of 120 days after construction completion or upon opening of the anchor tenant. This loan is collateralized by the related property and matures in May 2015. As of December 31, 2005, there was approximately MXP 53.5 million (USD $5.0 million) outstanding on this loan.
Additionally, during April 2005, a newly formed joint venture, in which the Company has a 50% non-controlling interest, provided a retailer with a three-year $28.0 million revolving line of credit at a floating interest rate of Prime plus 5.5% per annum. The facility also provides for a 3.0% unused line fee and a 2.50% origination fee. The facility is collateralized by certain real estate interests of the borrower. As of December 31, 2005, the outstanding balance on this facility was $10.2 million of which the Companys share was $5.2 million.
During May 2005, a newly formed joint venture, in which the Company has a 44.38% non-controlling interest, provided Debtor-in-Possession financing to a healthcare facility that recently filed for bankruptcy and is closing its operations. The term of this loan is two years and bears interest at prime plus 2.5%. The loan is collateralized by a hospital building, a six-story commercial building, a 12-story 133-unit apartment complex and various other building structures. The Companys share of the outstanding balance of this loan at December 31, 2005, is $2.9 million.
Additionally, during May 2005, the Company acquired four mortgage loans collateralized by individual properties with an aggregate face value of approximately $16.6 million for approximately $14.3 million. These performing loans, which provide for monthly payments of principal and interest, bear interest at a fixed-rate of 7.57% and mature on June 1, 2019. As of December 31, 2005, there was an aggregate of approximately $14.1 million outstanding on these loans.
During September 2005, a newly formed joint venture, in which the Company has an 80%
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interest, acquired a $43.6 million mortgage receivable for a purchase price of approximately $34.2 million. This performing loan bears interest at a rate of three-month LIBOR plus 2.75% per annum and matures on January 12, 2010. The loan is collateralized by a 626-room hotel located in Lake Buena Vista, FL. The Company has determined that this entity is a VIE and has further determined that the Company is the primary beneficiary of this VIE and has therefore consolidated it for financial reporting purposes. As of December 31, 2005, the outstanding loan balance, net of discount, was approximately $35.0 million.
During October 2005, the Company provided a construction loan commitment of up to $38.1 million to a developer for acquisition and re-development of a retail center located in Richland Township, PA. The loan is interest only at a rate of LIBOR plus 220 basis points and matures in October 2007. As of December 31, 2005, the outstanding balance on this loan was approximately $3.2 million.
During March 2002, the Company provided a $50.0 million ten-year loan to Shopko Stores, Inc., at an interest rate of 11.0% per annum collateralized by 15 properties. The Company received principal and interest payments on a monthly basis. During January 2003, the Company sold a $37.0 million participation interest in this loan to an unaffiliated third party. The interest rate on the $37.0 million participation interest was a variable rate based on LIBOR plus 3.50%. The Company continued to act as the servicer for the full amount of the loan. During December 2005, Shopko, as part of its privatization transaction, prepaid the outstanding loan balance of approximately $46.7 million in full satisfaction of this loan. As part of this loan satisfaction, Shopko paid the Company a prepayment fee of approximately $14.0 million.
During July 2004, the Company provided an $11.0 million five-year term loan to a retailer at a floating interest rate of Prime plus 3.0% per annum or, at the borrowers election, LIBOR plus 5.5% per annum. The facility was interest only, payable monthly in arrears and was collateralized by certain real estate interests of the borrower. During December 2005, the borrower elected to prepay the outstanding loan balance of $11.0 million in full satisfaction of this loan.
During December 2005, the Company provided a construction loan commitment of up to MXP 39.9 million (approximately USD $3.7 million) to a developer for the construction of a new retail center in Magno Deco, Mexico. The loan bears interest at a fixed rate of 11.75% and provides for an additional 20% participation of property cash flow, as defined. This loan is collateralized by the related property and matures in May 2015. As of December 31, 2005, there was approximately MXP 38.7 million (USD $3.6 million) outstanding on this loan.
Financing Transactions -
Non-Recourse Mortgage Debt
-
During 2005, the Company (i) obtained an aggregate of approximately $95.6 million of individual non-recourse mortgage debt on 53 operating properties, (ii) assumed approximately $79.7 million of individual non-recourse mortgage debt relating to the acquisition of 11 operating properties, including approximately $6.3 million of fair value debt adjustments, (iii) consolidated approximately $33.2 million of non-recourse mortgage debt relating to the purchase of additional ownership interests in various entities, (iv) assigned approximately $119.8 million of individual non-recourse mortgage debt relating to the transfer of 49 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30%, (v) paid off approximately $66.9 million of individual non-recourse mortgage debt that encumbered 11 operating properties,(vi) deconsolidated approximately $41.1 million of non-recourse mortgage debt relating to the reduction of the Companys economic interest in a joint venture and (vii) assigned approximately $7.8 million of non-recourse mortgage debt relating to the sale of one operating property.
Unsecured Debt
-
During February 2005, the Company issued $100.0 million of fixed rate unsecured senior notes under its medium-term notes (MTN) program. This fixed rate MTN matures in February 2015 and bears interest at 4.904% per annum. The proceeds from this MTN issuance were primarily used for the repayment of all $20.0 million of the Companys fixed rate notes that matured in April 2005, which bore interest at 7.91%, all $10.25 million of the Companys fixed rate notes that matured in May 2005, which bore interest at 7.30%, and partial repayment of the Companys $100.0 million fixed rate notes, which matured in June 2005, and bore interest at 6.73%.
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During June 2005, the Company issued $200.0 million of fixed rate unsecured senior notes under its MTN program. This fixed rate MTN matures in June 2014 and bears interest at 4.82% per annum. The proceeds from this issuance were primarily used to repay a portion of the outstanding balance under the Companys U.S. revolving credit facility and for general corporate purposes.
During November 2005, the Company issued an aggregate $250.0 million of fixed rate unsecured senior notes under its MTN program. The Company issued a $150.0 million MTN which matures in November 2015 and bears interest at a fixed rate of 5.584% per annum and a $100.0 million MTN which matures in February 2011 and bears interest at fixed rate of 5.304% per annum. Proceeds from these MTN issuances were used for general corporate purposes and to repay a portion of the outstanding balance under the Companys U.S. revolving credit facility. A portion of the outstanding balance related to the repayment of the Companys $50.0 million 7.68% fixed rate notes, which matured on November 1, 2005, and repayment of the Companys $20.0 million 6.83% fixed rate notes, which matured on November 14, 2005.
During April 2005, Kimco North Trust III, a wholly-owned entity of the Company, completed the issuance of $150.0 million Canadian denominated senior unsecured notes. The notes bear interest at a fixed rate of 4.45% and mature on April 21, 2010. The Company has provided a full and unconditional guarantee of the notes. The proceeds were used by Kimco North Trust III to pay down outstanding indebtedness under existing credit facilities, to fund long-term investments in Canadian real estate and for general corporate purposes. The senior unsecured notes are governed by an indenture by and among Kimco North Trust III, the Company, as guarantor, and BNY Trust Company of Canada, as trustee, dated April 21, 2005.
Construction Loans
-
During 2005, the Company obtained a term loan and construction financing on two ground-up development projects for an aggregate loan amount of up to $50.5 million, of which approximately $22.4 million was funded as of December 31, 2005. As of December 31, 2005, the Company had a total of 15 construction loans with commitments of up to $343.5 million, of which $228.5 million had been funded to the Company. These loans had maturities ranging from 4 months to 31 months and variable interest rates ranging from 6.04% to 6.64% at December 31, 2005.
Credit Facilities
-
During July 2005, the Company established a new $850.0 million unsecured revolving credit facility (the Credit Facility), which is scheduled to expire in July 2008. This Credit Facility replaces the Companys $500.0 million unsecured credit facility, which was scheduled to expire in June 2006. Under the Credit Facility, funds may be borrowed for general corporate purposes, including the funding of (i) property acquisitions, (ii) development and redevelopment costs and (iii) any short-term working capital requirements. Interest on borrowings under the Credit Facility accrue at a spread (currently 0.45%) to LIBOR and fluctuates in accordance with changes in the Companys senior debt ratings. As part of this Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $425.0 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 to LIBOR of 0.45%. A facility fee of 0.125% per annum is payable quarterly in arrears. In addition, 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 Credit Facility, the Company, among other things, is (i) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate debt and minimum unencumbered asset and equity levels and (ii) restricted from paying dividends in amounts that exceed 95% of funds from operations, as defined. As of December 31, 2005, there was $200.0 million outstanding under this credit facility.
During September 2004, the Company entered into a three-year CAD $150.0 million unsecured revolving credit facility with a group of banks. This facility bears interest at the CDOR Rate, as defined, plus 0.50% and is scheduled to expire in September 2007. During March 2005, this facility was increased to CAD $250.0 million and the scheduled maturity date was extended to March 2008. During January 2006, the facility was further amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Companys $850.0 million U.S. Credit Facility. Proceeds from this facility will be used for general corporate purposes including the funding of Canadian denominated investments. As of December 31, 2005, there was CAD $110.0 million (approximately USD $94.7 million) outstanding under this facility.
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During May 2005, the Company entered into a three-year MXP 500.0 million unsecured revolving credit facility. This facility bears interest at the TIIE Rate, as defined, plus 1.00% and is scheduled to expire in May 2008. Proceeds from this facility will be used to fund peso-denominated investments. As of December 31, 2005, there was MXP 500.0 million (approximately USD $46.7 million) outstanding under this facility.
Equity
-
During July 2005, the Company filed a shelf registration statement on Form S-3 for up to $1.0 billion of debt securities, preferred stock, depositary shares, common stock and common stock warrants. As of December 31, 2005, the Company had $750.0 million available for issuance under this shelf registration statement.
During 2005, the Company received approximately $49.0 million through employee stock option exercises and the dividend reinvestment program.
Exchange Listings
The Companys common stock and Class F Depositary Shares are traded on the NYSE under the trading symbols KIM and KIMprF, respectively.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
Real Estate Portfolio
As of January 1, 2006, the Companys real estate portfolio was comprised of interests in approximately 106.6 million square feet of GLA (not including 131 property interests comprising 10.8 million square feet of GLA related to the Preferred Equity program, 46 property interests comprising 0.8 million square feet of GLA related to FNC Realty and 15.0 million square feet of planned GLA for the 45 ground-up development projects) in 786 operating properties primarily consisting of neighborhood and community shopping centers, 22 retail store leases and six parcels of undeveloped land located in 44 states, Canada and Mexico. The Companys portfolio includes a 43.3% interest in 68 shopping center properties comprising approximately 14.2 million square feet of GLA relating to KIR, a 50% interest in 34 shopping center properties comprising approximately 8.0 million square feet of GLA relating to the RioCan Venture, a 20% interest in 38 shopping center properties comprising approximately 5.6 million square feet of GLA relating to KROP and various interests in 112 properties comprising approximately 14.5 million square feet of GLA relating to other institutional co-investment programs. Neighborhood and community shopping centers comprise the primary focus of the Companys current portfolio. As of January 1, 2006, approximately 94.6% of the Companys neighborhood and community shopping center space (excluding the KIR, KROP and other institutional co-investment program portfolios) was leased, and the average annualized base rent per leased square foot of the portfolio was $9.44.
The Companys neighborhood and community shopping center properties, generally owned and operated through subsidiaries or joint ventures, had an average size of approximately 142,000 square feet as of January 1, 2006. The Company generally retains its shopping centers for long-term investment and consequently pursues a program of regular physical maintenance together with major renovations and refurbishing to preserve and increase the value of its properties. These projects usually include renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting. During 2005, the Company capitalized approximately $6.8 million in connection with these property improvements and expensed to operations approximately $18.9 million.
The Companys 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 nations 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 Companys shopping center properties include The Home Depot, TJX Companies, Sears Holdings, Kohls, Royal Ahold, Wal-Mart, Best Buy, Linens N Things, Costco and Bed Bath & Beyond.
A substantial portion of the Companys 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
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tenant, and the Companys standard small store lease provides for roof repairs to be reimbursed by the tenant as part of common area maintenance. The Companys management places a strong emphasis on sound construction and safety at its properties.
Approximately 1,750 of the Companys 7,600 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 approximately 1% of the Companys revenues from rental property for the year ended December 31, 2005.
Minimum base rental revenues and operating expense reimbursements accounted for approximately 99% of the Companys total revenues from rental property for the year ended December 31, 2005. The Companys management believes that the base rent per leased square foot for many of the Companys 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.
For the period January 1, 2005, to December 31, 2005, the Company increased the average base rent per leased square foot in its portfolio of neighborhood and community shopping centers from $9.02 to $9.44, an increase of $0.42. This increase primarily consists of (i) an $0.18 increase relating to acquisitions, (ii) a $0.01 increase relating to dispositions or the transfer of properties to various joint venture entities, (iii) a $0.04 increase related to the fluctuation in exchange rates related to Canadian and Mexican-denominated leases and (iv) a $0.19 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio.
The Company seeks to reduce its operating and leasing risks through geographic and tenant diversity. No single neighborhood and community shopping center accounted for more than 0.8% of the Companys total shopping center GLA or more than 1.2% of total annualized base rental revenues as of December 31, 2005. The Companys five largest tenants at December 31, 2005, were The Home Depot, TJX Companies, Sears Holdings, Kohls and Royal Ahold, which represent approximately 3.6%, 3.2%, 2.7%, 2.5% and 2.0%, respectively, of the Companys annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest. The Company maintains an active leasing and capital improvement program that, combined with the high quality of the locations, has made, in managements opinion, the Companys properties attractive to tenants.
The Companys management believes its experience in the real estate industry and its relationships with numerous national and regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners.
Retail Store Leases
In addition to neighborhood and community shopping centers, as of January 1, 2006, the Company had interests in retail store leases totaling approximately 2.0 million square feet of anchor stores in 22 neighborhood and community shopping centers located in 15 states. As of January 1, 2006, approximately 99.9% of the space in these anchor stores had been sublet to retailers that lease the stores under net lease agreements providing for average annualized base rental payments of $3.93 per square foot. The average annualized base rental payments under the Companys retail store leases to the landowners of such subleased stores are approximately $2.58 per square foot. The average remaining primary term of the retail store leases (and, similarly, the remaining primary term of the sublease agreements with the tenants currently leasing such space) is approximately 4.1 years, excluding options to renew the leases for terms which generally range from five to 30 years. The Companys investment in retail store leases is included in the caption Other Real Estate Investments on the Companys Consolidated Balance Sheets.
Ground-Leased Properties
The Company has interests in 60 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 (or an affiliated joint venture) to construct and/or operate a shopping center. The Company or the joint venture pays rent for the use of the land and generally is responsible for all costs and expenses associated with the building and improvements. At the end of these long-term leases, unless extended, the land together with all improvements revert to the landowner.
Ground-Up Development Properties
The Company is engaged in ground-up development projects which consists of (i) merchant building through the Companys wholly-owned taxable REIT subsidiary KDI, which develops neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Mexico and Canada for long-term investment (see Recent Developments International Real Estate Investments and Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). The ground-up development
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projects generally have substantial pre-leasing prior to the commencement of the construction. As of December 31, 2005, the Company had in progress a total of 38 ground-up development projects including 26 merchant building projects, five domestic ground-up development projects, six ground-up development projects located throughout Mexico and one ground-up project located in Canada.
As of January 1, 2006, KDI has currently in progress 26 ground-up development projects located in nine states, which are expected to be sold upon completion. These projects had substantial pre-leasing prior to the commencement of construction. As of January 1, 2006, the average annual base rent per leased square foot for the KDI portfolio was $15.34 and the average annual base rent per leased square foot for new leases executed in 2005 was $15.19.
Undeveloped Land
The Company owns certain unimproved land tracts and parcels of land adjacent to certain of its existing shopping centers that are held for possible expansion. At times, should circumstances warrant, the Company may develop or dispose of these parcels.
The table on pages 26 to 35 sets forth more specific information with respect to each of the Companys property interests.
Item 3. Legal Proceedings
The Company is not presently involved in any litigation nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries that, in managements opinion, would result in any material adverse effect on the Companys ownership, management or operation of its properties, or which is not covered by the Companys liability insurance.
Item 4. Submission of Matters to a Vote of Security Holders
None.
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YEAR
DEVELOPED
OR
ACQUIRED
OWNERSHIP
INTEREST/
(EXPIRATION)
(2)
LAND
AREA
(ACRES)
LEASABLE
AREA
(SQ. FT.)
MAJOR LEASES
PERCENT
LEASED
LEASE
OPTION
LEASE
OPTION
LEASE
OPTION
LOCATION
(1)
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
ALABAMA
FAIRFIELD
2000
FEE
10.0
86,566
100.0
TELETECH CUSTOM
2009
2029
HOOVER
2000
FEE
11.5
115,347
100.0
WAL-MART
2025
2095
MOBILE (9)
2002
JOINT VENTURE
52.8
527,625
62.4
ACADEMY SPORTS
2021
2031
CIRCUIT CITY
2041
2041
ROSS DRESS FOR LESS
2015
2035
ALASKA
KENAI
2003
JOINT VENTURE
14.7
146,759
100.0
HOME DEPOT
2018
2048
ARIZONA
ANTHEM (4)
2004
JOINT VENTURE
6.6
15,000
100.0
CHANDLER (4)
2004
JOINT VENTURE
29.3
GLENDALE (7)
1998
JOINT VENTURE
40.5
333,388
97.8
COSTCO
2011
2046
FLOOR & DECOR
2015
2025
LEVITZ
2012
2032
GLENDALE (3)
1998
JOINT VENTURE
26.5
92,228
100.0
SEARS
2006
2016
MICHAELS
2008
2018
ANNA'S LINENS
2015
2025
MESA
1998
FEE
19.8
144,617
81.2
ROSS DRESS FOR LESS
2010
2015
BLACK ANGUS
2010
2015
MARANA
2003
FEE
18.2
191,008
100.0
LOWE'S HOME CENTER
2019
2069
MESA (11)
2004
FEE
29.4
307,375
100.0
SPORTS AUTHORITY
2016
2046
SIMPLY ARTRAGEOUS
2014
2019
CIRCUIT CITY
2016
2036
MESA (4)
2005
JOINT VENTURE
12.8
448,000
100.0
WAL-MART
2026
2076
BASS PRO OUTDOOR WORLD
2027
2057
CINEMARK USA
2022
2037
MESA (4)
2005
JOINT VENTURE
71.0
NORTH PHOENIX
1998
FEE
17.0
230,164
87.0
BURLINGTON COAT FACTORY
2013
2023
MICHAELS
2007
2022
STAPLES
2010
2025
PHOENIX
1998
JOINT VENTURE
1.7
16,410
100.0
CHAPMAN BMW
2016
2031
PHOENIX
1998
FEE
13.4
153,180
100.0
HOME DEPOT
2020
2050
JO-ANN FABRICS
2010
2025
PHOENIX
1998
FEE
26.6
333,382
90.4
COSTCO
2006
2041
PHOENIX RANCH MARKET
2021
2041
RODEO
2006
PHOENIX
1997
FEE
17.5
131,621
91.0
SAFEWAY
2009
2039
TRADER JOE'S
2014
2029
GLENDALE (11)
2004
FEE
6.4
70,428
100.0
SAFEWAY
2016
2046
SURPRISE (4)
2004
JOINT VENTURE
112.9
TEMPE
2004
FEE
21.1
237,018
99.4
COSTCO
2009
2039
PETSMART
2011
2031
STAPLES
2008
2025
TUCSON
2003
JOINT VENTURE
17.8
190,174
100.0
LOWE'S HOME CENTER
2019
2069
TEMPE (11)
2004
FEE
24.0
228,000
98.0
TERRI'S CONSIGN & DESIGN
2011
2021
CIRCUIT CITY
2016
2036
JCPENNEY
2008
2028
CALIFORNIA
ALHAMBRA
1998
FEE
18.4
195,455
100.0
COSTCO
2027
2057
COSTCO
2027
2057
JO-ANN FABRICS
2009
2019
ANAHEIM
1995
FEE
1.0
15,396
100.0
CARMICHAEL
1998
FEE
18.5
210,306
100.0
HOME DEPOT
2008
2022
SPORTS AUTHORITY
2009
2024
LONGS DRUG
2013
2033
CHINO HILLS
2005
FEE
7.3
73,352
98.3
STATER BROTHERS
2022
2052
CHULA VISTA
1998
FEE
34.3
356,335
100.0
COSTCO
2029
2079
WAL-MART
2025
2086
NAVCARE
2009
COLMA (8)
2003
JOINT VENTURE
6.4
213,532
100.0
MARSHALLS
2007
2012
NORDSTROM'S RACK
2007
2017
BED BATH & BEYOND
2011
2026
CORONA
1998
FEE
47.6
486,958
100.0
COSTCO
2007
2042
HOME DEPOT
2010
2029
LEVITZ
2009
2029
COVINA (7)
2000
GROUND LEASE (2054)/ JOINT VENTURE
26.0
269,433
97.3
HOME DEPOT
2009
2034
STAPLES
2006
2011
PETSMART
2008
2028
DALY CITY (3)
2002
FEE
25.6
529,841
100.0
HOME DEPOT
2026
2056
BURLINGTON COAT FACTORY
2012
2022
SAFEWAY
2009
2024
EL CAJON
2003
JOINT VENTURE
12.3
123,343
100.0
KOHL'S
2024
2053
MICHAELS
2015
2035
FOLSOM
2003
JOINT VENTURE
9.5
108,255
100.0
KOHL'S
2018
2048
FREMONT (12) (3)
2005
JOINT VENTURE
44.4
495,979
96.1
SAFEWAY
2025
2050
BED BATH & BEYOND
2010
2025
MARSHALLS
2015
2030
FRESNO (11)
2004
FEE
10.8
121,107
100.0
BED BATH & BEYOND
2010
2025
SPORTMART
2013
2023
ROSS DRESS FOR LESS
2011
2031
LA MIRADA (3)
1998
FEE
31.2
260,092
99.3
TOYS "R" US
2012
2032
US POST OFFICE
2010
2020
MOVIES 7 DOLLAR THEATRE
2008
2018
MONTEBELLO (7)
2000
JOINT VENTURE
25.4
251,489
100.0
SEARS
2012
2062
TOYS "R" US
2018
2043
AMC THEATRES
2012
2032
MORGAN HILL
2003
JOINT VENTURE
8.1
103,362
100.0
HOME DEPOT
2024
2054
NORTHRIDGE
2005
FEE
9.3
158,812
100.0
DSW SHOE WAREHOUSE
2016
2028
LINENS N THINGS
2013
2028
GELSON'S MARKET
2017
2027
NOVATO (12)
2003
FEE
11.3
133,862
94.7
SAFEWAY
2025
2060
RITE AID
2008
2023
BIG LOTS
2010
2020
OXNARD (7)
1998
JOINT VENTURE
14.4
171,580
100.0
TARGET
2008
2013
FOOD 4 LESS
2008
24 HOUR FITNESS CENTER
2010
2020
PACIFICA (10)
2004
JOINT VENTURE
13.6
168,878
97.4
SAFEWAY
2018
2038
ROSS DRESS FOR LESS
2010
2020
RITE AID
2007
REDWOOD CITY (11)
2004
FEE
6.4
49,429
100.0
ORCHARD SUPPLY HARDWARE
2009
2029
ROSEVILLE (11)
2004
FEE
20.3
188,493
100.0
SPORTS AUTHORITY
2016
2031
LINENS N THINGS
2012
2027
ROSS DRESS FOR LESS
2008
2028
SAN DIEGO
2005
FEE
8.3
122,005
95.4
STEIN MART
2013
2028
HOMEGOODS
2014
2033
OFFICE DEPOT
2013
2028
SAN DIEGO (11)
2004
FEE
10.4
98,474
100.0
RITE AID
2018
2043
ROSS DRESS FOR LESS
2009
2024
PETCO
2009
2014
SAN DIEGO (7)
2000
JOINT VENTURE
11.2
117,410
100.0
ALBERTSONS
2012
SPORTMART
2013
SAN DIEGO (11)
2004
FEE
42.1
411,375
100.0
COSTCO
2014
2044
PRICE SELF STORAGE
2011
CHARLOTTE RUSSE
2009
2019
SAN DIEGO (11)
2004
FEE
5.9
35,000
100.0
CLAIM JUMPER
2013
2023
SAN LUIS OBISPO
2005
FEE
17.6
174,428
98.2
VON'S
2017
2042
MICHAELS
2008
2028
SAV-ON DRUG
2017
2047
SAN RAMON (7) (3)
1999
JOINT VENTURE
5.3
41,913
100.0
PETCO
2012
2022
SANTA ANA
1998
FEE
12.0
134,400
100.0
HOME DEPOT
2015
2035
SANTA ROSA
2005
FEE
4.2
41,565
100.0
ACE HARDWARE
2009
SANTEE
2003
JOINT VENTURE
44.5
311,437
96.6
24 HOUR FITNESS
2017
BED BATH & BEYOND
2012
2017
TJ MAXX
2012
2027
SANTEE
1998
FEE
10.4
103,903
98.6
OFFICE DEPOT
2011
2021
ROSS DRESS FOR LESS
2009
2024
MICHAELS
2008
2018
SIGNAL HILL (11)
2004
FEE
15.0
153,291
100.0
HOME DEPOT
2014
2034
PETSMART
2009
2024
STOCKTON
1999
FEE
14.6
152,919
100.0
SUPER UNITED FURNITURE
2009
2019
OFFICE DEPOT
2006
2016
COSTCO
2008
2033
TEMECULA (7)
1999
JOINT VENTURE
40.0
342,336
99.5
KMART
2017
2032
FOOD 4 LESS
2010
2030
TRISTONE THEATRES
2008
2018
TEMECULA (11)
2004
FEE
47.4
345,113
100.0
WAL-MART
2028
2058
KOHL'S
2023
2043
ROSS DRESS FOR LESS
2014
2034
TORRANCE (7)
2000
JOINT VENTURE
26.7
266,847
99.8
HL TORRANCE
2011
2021
LINENS N THINGS
2010
2020
MARSHALLS
2009
2019
TUSTIN
2003
JOINT VENTURE
9.1
108,413
100.0
KMART
2018
2048
TUSTIN (4)
2005
JOINT VENTURE
111.8
524,000
100.0
TARGET
2015
2040
WHOLE FOODS
2010
2030
TJ MAXX
2010
2020
COLORADO
AURORA (3)
1998
FEE
13.8
154,485
91.7
TJ MAXX
2007
2012
SPACE AGE FEDERAL
2008
AURORA
1998
FEE
9.9
44,174
87.9
AURORA
1998
FEE
13.9
152,981
82.4
ALBERTSONS
2007
2052
CROWN LIQUORS
2015
KEY BANK
2007
2032
COLORADO SPRINGS
1998
FEE
10.7
107,310
18.6
DENVER
1998
FEE
1.5
18,405
100.0
SAVE-A-LOT
2012
2027
ENGLEWOOD
1998
FEE
6.5
80,330
92.6
HOBBY LOBBY
2013
2023
OLD COUNTRY BUFFET
2009
2019
FORT COLLINS
2000
FEE
10.6
105,862
100.0
KOHL'S
2020
2070
GREENWOOD VILLAGE
2003
JOINT VENTURE
21.0
196,726
100.0
HOME DEPOT
2019
2069
GREELEY (12)
2005
JOINT VENTURE
14.4
138,818
92.5
BED BATH & BEYOND
2016
2036
MICHAELS
2015
2035
CIRCUIT CITY
2016
2031
LAKEWOOD
1998
FEE
7.6
82,581
95.2
SAFEWAY
2007
2032
CONNECTICUT
BRANFORD (7)
2000
JOINT VENTURE
19.1
191,352
98.4
KOHL'S
2007
2022
SUPER FOODMART
2016
2038
DERBY
2001
JOINT VENTURE
20.7
53,346
100.0
MARSHALLS
2006
FASHION BUG
2006
ENFIELD (7) (3)
2000
JOINT VENTURE
15.0
136,470
100.0
KOHL'S
2021
2041
BEST BUY
2016
2031
FARMINGTON
1998
FEE
16.9
184,572
100.0
SPORTS AUTHORITY
2018
2063
LINENS N THINGS
2016
2036
BORDERS BOOKS
2018
2063
HAMDEN (3)
1967
JOINT VENTURE
31.7
341,502
100.0
WAL-MART
2019
2039
BON-TON
2012
BOB'S STORES
2016
2036
NORTH HAVEN
1998
FEE
31.7
331,919
96.0
HOME DEPOT
2009
2029
BJ'S
2006
2041
XPECT DISCOUNT
2008
2013
WATERBURY
1993
FEE
13.1
137,943
100.0
RAYMOUR & FLANIGAN FURNITURE
2017
2037
STOP & SHOP
2013
2043
DELAWARE
ELSMERE
1979
GROUND LEASE (2076)
17.1
114,530
100.0
VALUE CITY
2008
2038
DOVER (5)
1999
JOINT VENTURE
89.0
DOVER (3)
2003
FEE
6.7
6,000
100.0
MILFORD (8)
2004
JOINT VENTURE
7.8
61,100
86.4
FOOD LION
2014
2034
WILMINGTON (10)
2004
GROUND LEASE (2052)/ JOINT VENTURE
25.9
165,805
100.0
SHOPRITE
2014
2044
SPORTS AUTHORITY
2008
2023
RAYMOUR FURNITURE
2019
2044
26
Back to Contents
YEAR
DEVELOPED
OR
ACQUIRED
OWNERSHIP
INTEREST/
(EXPIRATION)
(2)
LAND
AREA
(ACRES)
LEASABLE
AREA
(SQ. FT.)
MAJOR LEASES
PERCENT
LEASED
LEASE
OPTION
LEASE
OPTION
LEASE
OPTION
LOCATION
(1)
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
FLORIDA
ALTAMONTE SPRINGS
1995
FEE
5.6
94,193
100.0
ORIENTAL MARKET
2012
2022
THOMASVILLE HOME
2011
2021
PEARL ARTS N CRAFTS
2008
2018
ALTAMONTE SPRINGS
1998
JOINT VENTURE
19.4
271,101
95.6
BAER'S FURNITURE
2024
2034
TOUCHSTAR CINEMAS
2010
LEATHER GALLERIES
2009
2014
BOCA RATON
1967
FEE
9.9
73,549
100.0
WINN DIXIE
2008
2033
BOYNTON BEACH (7)
1999
FEE
18.0
197,362
99.0
BEALLS
2006
2056
ALBERTSONS
2015
2040
BRADENTON
1968
JOINT VENTURE
6.2
30,938
100.0
GRAND CHINA BUFFET
2009
2014
BRADENTON
1998
FEE
19.6
162,997
99.5
PUBLIX
2012
2032
TJ MAXX
2009
2019
JO-ANN FABRICS
2009
2024
BRANDON (7)
2001
FEE
29.7
143,785
100.0
BED BATH & BEYOND
2010
2020
ROSS DRESS FOR LESS
2010
2025
THOMASVILLE HOME
2010
2020
CLEARWATER
1997
JOINT VENTURE
20.6
75,552
100.0
FREEDOM FORD
2007
2017
CLEARWATER
2005
FEE
20.7
207,071
100.0
HOME DEPOT
2023
2068
JO-ANN FABRICS
2014
2034
STAPLES
2014
2034
CORAL SPRINGS
1994
FEE
5.9
55,597
100.0
LINENS N THINGS
2012
2027
CORAL SPRINGS
1997
FEE
9.8
86,342
100.0
TJ MAXX
2007
2017
RAG SHOP
2006
2026
BLOCKBUSTER
2006
2016
CORAL WAY
1992
JOINT VENTURE
8.7
87,305
100.0
WINN DIXIE
2011
2036
CUTLER RIDGE
1998
JOINT VENTURE
6.6
37,640
100.0
POTAMKIN CHEVROLET
2015
2050
EAST ORLANDO
1971
GROUND LEASE (2068)
11.6
131,981
100.0
SPORTS AUTHORITY
2010
2020
OFFICE DEPOT
2010
2025
C-TOWN
2013
2028
FORT LAUDERDALE (11)
2004
FEE
22.9
229,034
93.2
REGAL CINEMAS
2017
2057
OFFICE DEPOT
2011
2026
HIALEAH
1998
JOINT VENTURE
4.6
23,625
100.0
POTAMKIN CHEVROLET
2015
2050
HOLLYWOOD
2002
JOINT VENTURE
5.0
50,000
100.0
HOME GOODS
2010
MICHAELS
2010
2030
HOLLYWOOD (11)
2004
FEE
98.9
871,723
100.0
HOME DEPOT
2019
2069
KMART
2019
2069
BJ'S
2019
2069
HOLLYWOOD (11)
2004
FEE
10.5
137,196
90.4
MANTECH ADVANCED SYSTEMS
2008
2013
TRADER PUBLISHING COMPANY
2007
KOS PHARMACEUTICALS
2007
HOMESTEAD
1972
GROUND LEASE (2018)/JOINT VENTURE
21.0
207,714
100.0
PUBLIX
2014
2034
MARSHALLS
2011
2026
OFFICEMAX
2013
2028
JACKSONVILLE
2002
JOINT VENTURE
5.1
51,002
100.0
MICHAELS
2013
2033
HOME GOODS
2010
2020
JACKSONVILLE
1999
FEE
18.6
205,696
97.7
BURLINGTON COAT FACTORY
2008
2018
OFFICEMAX
2012
2032
TJ MAXX
2007
2017
JACKSONVILLE (4)
2005
JOINT VENTURE
29.1
68,000
100.0
MICHAELS
2015
2035
OFFICEMAX
2018
2033
JACKSONVILLE (4)
2003
JOINT VENTURE
86.0
4,000
100.0
JACKSONVILLE (4)
2005
JOINT VENTURE
95.5
45,000
100.0
HAVERTY'S
2013
2023
JENSEN BEACH (9)
2002
JOINT VENTURE
19.8
197,731
99.3
HOME DEPOT
2025
2030
PETSMART
2009
2029
RAG SHOP
2006
2020
JENSEN BEACH
1994
FEE
20.7
173,356
94.6
SERVICE MERCHANDISE
2010
2070
MARSHALLS
2010
2020
BEALLS
2008
2013
KEY LARGO (7)
2000
JOINT VENTURE
21.5
207,332
97.1
KMART
2014
2064
PUBLIX
2009
2029
BEALLS OUTLET
2008
2011
KISSIMMEE
1996
FEE
18.4
130,983
69.4
OFFICEMAX
2012
2027
JO-ANN FABRICS
2006
DOCKSIDE IMPORT
2006
LAKELAND
1990
JOINT VENTURE
10.5
104,862
83.3
SPORTS AUTHORITY
2011
LAKELAND THEATRE
2010
CHUCK E. CHEESE
2013
LAKELAND
2001
FEE
22.9
229,383
96.5
STEIN MART
2006
2026
AMC THEATRES
2007
2017
ROSS DRESS FOR LESS
2007
2012
LARGO
1968
FEE
12.0
149,472
100.0
WAL-MART
2007
2027
SUNSHINE THRIFT STORE
2010
2020
LARGO
1992
FEE
29.4
215,916
98.8
PUBLIX
2009
2029
AMC THEATRES
2011
2036
OFFICE DEPOT
2009
2019
LARGO
1993
FEE
6.6
56,668
66.5
LAUDERDALE LAKES
1968
JOINT VENTURE
10.0
115,341
100.0
SAVE-A-LOT
2007
2017
THINK THRIFT
2007
2017
LAUDERHILL
1978
FEE
17.8
181,416
94.7
BABIES R US
2009
2014
SMART & FINAL
2017
WORLD JEWELRY CENTER II
2014
2024
LEESBURG
1969
GROUND LEASE (2017)
1.3
13,468
100.0
MARGATE
1993
FEE
34.1
260,729
93.9
PUBLIX
2008
2028
OFFICE DEPOT
2010
2020
SAM ASH MUSIC
2011
MELBOURNE
1968
GROUND LEASE (2071)
11.5
168,737
91.1
SUBMITTORDER
2010
2022
WALGREENS
2045
GOODWILL INDUSTRIES
2007
2012
MELBOURNE
1998
FEE
13.2
148,660
73.3
JO-ANN FABRICS
2016
2031
BED BATH & BEYOND
2013
2028
MARSHALLS
2010
MIAMI
1968
FEE
8.2
104,908
100.0
HOME DEPOT
2029
2059
MILAM'S MARKET
2008
WALGREENS
2009
MIAMI
1962
JOINT VENTURE
14.0
79,273
100.0
BABIES R US
2011
2021
FIRESTONE TIRE
2008
MIAMI
1986
FEE
7.8
83,380
100.0
PUBLIX
2009
2029
WALGREENS
2018
MIAMI
1998
JOINT VENTURE
6.3
29,166
100.0
LEHMAN TOYOTA
2015
2050
MIAMI
1998
JOINT VENTURE
3.2
17,117
100.0
LEHMAN TOYOTA
2015
2050
MIAMI
1998
JOINT VENTURE
11.0
86,900
100.0
POTAMKIN CHEVROLET
2015
2050
MIAMI (11)
2004
FEE
31.2
402,801
100.0
KMART
2012
2042
EL DORADO FURNITURE
2017
2032
SYMS CORPORATION
2011
2041
MIAMI
1995
FEE
5.4
63,604
100.0
PETCO
2016
2021
PARTY CITY
2007
2017
MIDDLEBURG (4)
2005
JOINT VENTURE
38.1
2,000
100.0
MIRAMAR (4)
2005
JOINT VENTURE
36.7
MOUNT DORA
1997
FEE
12.4
120,430
100.0
KMART
2013
2063
NORTH MIAMI BEACH
1985
FEE
15.9
108,795
100.0
PUBLIX
2019
2039
WALGREENS
2058
OCALA (3)
1997
FEE
27.2
248,497
91.5
KMART
2006
2021
BEST BUY
2019
2034
SERVICE MERCHANDISE
2007
2032
ORANGE PARK
2003
JOINT VENTURE
5.0
50,299
100.0
BED BATH & BEYOND
2015
MICHAELS
2010
ORLANDO
1968
FEE
12.0
131,646
99.1
BED BATH & BEYOND
2007
2022
BOOKS-A-MILLION
2006
2016
OFFICEMAX
2008
2023
ORLANDO (7)
2000
JOINT VENTURE
18.0
179,065
100.0
KMART
2014
2064
PUBLIX
2012
2037
ORLANDO
1968
JOINT VENTURE
10.0
114,434
95.2
BALLY TOTAL FITNESS
2008
2018
HSN
2009
BEDDING & FURNITURE
2009
ORLANDO
1968
GROUND LEASE (2047)/JOINT VENTURE
7.8
110,788
98.7
OFFICE FURNITURE
2008
CROSSTOWN SPORTS
2006
ORLANDO (3)
1994
FEE
28.0
236,486
97.3
OLD TIME POTTERY
2010
2020
SPORTS AUTHORITY
2011
2031
TOUCHSTAR CINEMAS
2010
ORLANDO
1996
FEE
11.7
132,856
100.0
ROSS DRESS FOR LESS
2008
2028
BIG LOTS
2009
2014
WORLD GYM
2010
2020
ORLANDO (11)
2004
FEE
14.0
154,447
81.8
MARSHALLS
2013
2028
OFF BROADWAY SHOES
2013
2023
GOLFSMITH GOLF CENTER
2014
2024
PALATKA
1970
FEE
8.9
82,730
61.3
BIG LOTS
2007
2017
PLANTATION
1974
JOINT VENTURE
4.6
60,414
100.0
BREAD OF LIFE
2009
2019
WHOLE FOODS
2009
2019
POMPANO BEACH
1968
JOINT VENTURE
6.6
66,838
93.1
SAVE-A-LOT
2015
2030
POMPANO BEACH (12)
2004
JOINT VENTURE
18.6
140,312
92.0
WINN DIXIE
2018
2043
CVS
2020
2040
PORT RICHEY (7) (3)
1998
FEE
14.3
103,294
86.4
CIRCUIT CITY
2011
2031
STAPLES
2006
2011
MICHAELS
2006
RIVIERA BEACH
1968
JOINT VENTURE
5.1
46,390
97.7
FURNITURE KINGDOM
2009
2014
GOODWILL INDUSTRIES
2008
SANFORD
1989
FEE
40.9
160,994
92.3
ROSS DRESS FOR LESS
2012
2032
OFFICE DEPOT
2009
2019
DOLLAR TREE
2006
2021
SARASOTA
1970
FEE
10.0
102,455
100.0
TJ MAXX
2007
2017
OFFICEMAX
2009
2024
DOLLAR TREE
2012
2032
SARASOTA
1989
FEE
12.0
129,700
100.0
SWEETBAY
2020
2040
DG ACE HARDWARE
2008
2023
ANTHONY'S LADIES WEAR
2007
2017
ST. AUGUSTINE
2005
JOINT VENTURE
1.5
62,942
100.0
ROWE'S SUPERMARKET
2025
2045
ST. PETERSBURG
1968
GROUND LEASE (2084)/JOINT VENTURE
9.0
118,979
86.6
KASH N' KARRY
2017
2037
TJ MAXX
2007
2012
DOLLAR TREE
2007
2022
TALLAHASSEE
1998
FEE
12.8
105,655
80.7
STEIN MART
2008
SHOE STATION
2007
2012
TAMPA (7)
2001
JOINT VENTURE
73.0
340,506
100.0
BEST BUY
2016
2031
JO-ANN FABRICS
2016
2031
BED BATH & BEYOND
2015
2030
TAMPA
1997
FEE
16.3
127,837
100.0
STAPLES
2008
2018
ROSS DRESS FOR LESS
2007
2022
US POST OFFICE
2011
2021
TAMPA
2004
FEE
7.5
75,297
100.0
AMERICAN SIGNATURE HOME
2019
2044
DSW SHOE WAREHOUSE
2018
2033
TAMPA (3)
2004
FEE
22.4
168,210
100.0
WEST PALM BEACH
1967
JOINT VENTURE
7.6
81,073
100.0
WINN DIXIE
2010
2030
WEST PALM BEACH
1995
FEE
7.9
80,845
91.3
BABIES R US
2011
2021
WEST PALM BEACH (11)
2004
FEE
33.0
357,537
96.3
KMART
2018
2068
WINN DIXIE
2019
2049
LINENS N THINGS
2010
2025
WINTER HAVEN
1973
JOINT VENTURE
13.9
95,188
100.0
BIG LOTS
2010
2020
JO-ANN FABRICS
2011
2016
BUDDY'S HOME FURNISHINGS
2015
2025
GEORGIA
AUGUSTA
1995
FEE
11.3
112,537
89.2
TJ MAXX
2010
2015
ROSS DRESS FOR LESS
2013
2033
RUGGED WEARHOUSE
2008
2018
AUGUSTA (7)
2001
JOINT VENTURE
52.6
530,915
91.7
SPORTS AUTHORITY
2012
2027
ASHLEY HOME STORE
2009
2019
BED BATH & BEYOND
2013
2028
MACON
1969
FEE
12.3
127,252
51.8
FREDS STORES
2009
2014
DOLLAR TREE
2011
2026
SMALL SMILES
2009
2019
SAVANNAH
1993
FEE
22.2
187,076
99.5
BED BATH & BEYOND
2013
2028
TJ MAXX
2010
2015
MARSHALLS
2007
2022
SAVANNAH
1995
GROUND LEASE (2045)
9.5
88,325
100.0
MEDIA PLAY
2011
2021
STAPLES
2015
2030
WEST MARINE
2006
2009
SNELLVILLE (7)
2001
JOINT VENTURE
35.6
311,033
97.1
KOHL'S
2022
2062
BELK
2015
2035
LINENS N THINGS
2015
2030
VALDOSTA
2004
JOINT VENTURE
17.5
175,396
100.0
LOWE'S HOME CENTER
2019
2069
IDAHO
NAMPA (4)
2005
JOINT VENTURE
35.0
NAMPA (4)
2005
FEE
54.5
27
Back to Contents
YEAR
DEVELOPED
OR
ACQUIRED
OWNERSHIP
INTEREST/
(EXPIRATION)
(2)
LAND
AREA
(ACRES)
LEASABLE
AREA
(SQ. FT.)
MAJOR LEASES
PERCENT
LEASED
LEASE
OPTION
LEASE
OPTION
LEASE
OPTION
LOCATION
(1)
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
ILLINOIS
ALTON
1986
FEE
21.2
159,824
82.1
VALUE CITY
2008
2023
ARLINGTON HEIGHTS
1998
FEE
7.0
80,040
100.0
DIRECTUS FURNITURE
2010
2015
AURORA (13)
2005
JOINT VENTURE
34.7
361,984
74.7
BEST BUY
2011
2026
VALUE CITY
2009
2019
SPORTMART
2006
2016
AURORA
1998
FEE
17.9
91,182
100.0
AURORA FRESH MARKET
2021
2041
BATAVIA (7)
2002
FEE
31.7
272,410
100.0
KOHL'S
2019
2049
HOBBY LOBBY
2009
2019
LINENS N THINGS
2014
2029
BELLEVILLE
1987
GROUND LEASE (2057)
20.3
81,490
100.0
KMART
2024
2054
BLOOMINGTON
1972
FEE
16.1
188,250
100.0
SCHNUCK MARKETS
2014
2029
TOYS "R" US
2015
2045
BARNES & NOBLE
2010
2015
BLOOMINGTON
2003
JOINT VENTURE
11.0
73,951
100.0
JEWEL-OSCO
2014
2039
BRADLEY
1996
FEE
5.4
80,535
100.0
CARSON PIRIE SCOTT
2014
2034
CALUMET CITY (3)
1997
FEE
17.0
159,634
96.8
MARSHALLS
2014
2029
BEST BUY
2012
2032
BED BATH & BEYOND
2014
2024
CARBONDALE
1997
GROUND LEASE (2052)
8.1
80,535
100.0
K'S MERCHANDISE
2012
2052
CHAMPAIGN (7)
2001
JOINT VENTURE
9.3
111,720
100.0
BEST BUY
2016
2031
DICK'S SPORTING GOODS
2016
2031
MICHAELS
2010
2025
CHAMPAIGN
1999
FEE
9.0
102,615
100.0
K'S MERCHANDISE
2014
2034
CHICAGO
1997
GROUND LEASE (2040)
17.5
102,011
100.0
BURLINGTON COAT FACTORY
2020
2035
RAINBOW
2011
2021
BEAUTY ONE
2010
2015
CHICAGO (6)
1997
FEE
6.0
86,894
100.0
KMART
2024
2054
COUNTRYSIDE
1997
GROUND LEASE (2053)
27.7
117,005
100.0
HOME DEPOT
2023
2053
CRESTWOOD
1997
GROUND LEASE (2051)
36.8
79,903
100.0
SEARS
2024
2051
CRYSTAL LAKE
1998
FEE
6.1
80,390
100.0
HOBBY LOBBY
2009
2019
DINOREX
2012
2022
DOWNERS GROVE
1998
GROUND LEASE (2041)
7.2
192,639
51.9
HOME DEPOT EXPO
2022
2062
DOWNERS GROVE
1999
FEE
24.8
144,770
97.2
DOMINICK'S
2009
2019
DOLLAR TREE
2008
2023
WALGREENS
2022
DOWNERS GROVE
1997
FEE
12.0
141,906
100.0
TJ MAXX
2009
2024
BEST BUY
2015
2030
BEST BUY
2012
2032
ELGIN
1972
FEE
18.7
186,432
100.0
ELGIN MALL
2013
2023
ELGIN FARMERS PRODUCTS
2010
2030
AARON SALES & LEASE
2012
2022
FAIRVIEW HEIGHTS
1986
GROUND LEASE (2050)
19.1
192,073
100.0
KMART
2024
2050
OFFICEMAX
2015
2025
WALGREENS
2010
2029
FOREST PARK
1997
GROUND LEASE (2021)
9.3
98,371
100.0
KMART
2021
GENEVA (3)
1996
FEE
8.2
110,188
100.0
GANDER MOUNTAIN
2013
2028
MATTESON
1997
FEE
17.0
157,885
100.0
SPORTMART
2014
2029
MARSHALLS
2010
2025
LINENS N THINGS
2014
2029
MOUNT PROSPECT
1997
FEE
16.8
192,547
100.0
KOHL'S
2024
2054
HOBBY LOBBY
2016
2026
POOL-A-RAMA
2011
2018
MUNDELIEN
1991
FEE
7.6
89,692
100.0
BURLINGTON COAT FACTORY
2018
2033
NAPERVILLE
1997
FEE
9.0
102,327
100.0
BURLINGTON COAT FACTORY
2013
2033
NORRIDGE
1997
GROUND LEASE (2042)
11.7
116,914
100.0
KMART
2024
2042
OAK LAWN
1997
FEE
15.4
165,337
96.5
KMART
2024
2054
CHUCK E CHEESE
2007
OAKBROOK TERRACE
1983
FEE
1.1
11,360
100.0
Pompei Bakery
2011
2021
OAKBROOK TERRACE
1997
FEE
15.6
164,903
100.0
HOME DEPOT
2024
2044
LINENS N THINGS
2017
2032
LOYOLA MEDICAL CENTER
2011
2016
ORLAND PARK
1980
FEE
18.8
131,546
100.0
VALUE CITY
2015
2030
OTTAWA
1970
FEE
9.0
60,000
100.0
VALUE CITY
2006
2011
PEORIA
1997
GROUND LEASE (2031)
20.5
156,067
100.0
KMART
2006
MARSHALLS
2009
2024
ROCKFORD (8)
2005
JOINT VENTURE
8.9
89,047
100.0
BEST BUY
2016
2031
LINENS N THINGS
2016
2031
ROLLING MEADOWS
2003
FEE
3.7
37,225
100.0
FAIR LANES ROLLING MEADOWS
2008
2013
SCHAUMBURG
2003
JOINT VENTURE
62.9
629,374
93.2
GALYAN'S TRADING COMPANY
2013
2038
CARSON PIRIE SCOTT
2021
2071
LOEWS THEATRES
2019
2039
SCHAUMBURG
1998
JOINT VENTURE
7.3
167,690
SKOKIE
1997
FEE
5.8
58,455
100.0
MARSHALLS
2010
2025
OLD NAVY
2010
2015
STREAMWOOD
1999
FEE
5.6
81,000
100.0
VALUE CITY
2015
2030
WAUKEGAN
1998
FEE
6.8
90,555
100.0
PICK N SAVE
2009
2029
WOODRIDGE
1998
FEE
13.1
161,272
98.6
HOLLYWOOD STARDUST THEATRES
2012
2022
KOHL'S
2010
2030
MCSPORTS
2006
INDIANA
EVANSVILLE
1986
FEE
14.2
192,933
69.0
BURLINGTON COAT FACTORY
2007
2027
OFFICEMAX
2012
2027
FAMOUS FOOTWEAR
2010
2025
EVANSVILLE
1986
FEE
11.5
149,182
4.4
FELBRAM
1970
FEE
4.1
27,400
91.2
SAVE-A-LOT
2011
2016
GREENWOOD
1970
FEE
25.7
168,577
100.0
BABY SUPERSTORE
2011
2021
TOYS "R" US
2011
2056
TJ MAXX
2010
2015
GRIFFITH
1997
GROUND LEASE (2054)
10.6
114,684
100.0
KMART
2024
2054
INDIANAPOLIS
1963
JOINT VENTURE
17.4
165,220
99.3
KROGER
2026
2066
AJ WRIGHT
2012
2027
CVS
2021
2031
INDIANAPOLIS
1986
FEE
20.6
185,589
97.2
TARGET
2009
2029
DOLLAR TREE
2009
2014
RAINBOW
2009
2019
LAFAYETTE
1971
FEE
12.4
90,500
98.2
MENARD
2006
LAFAYETTE
1997
FEE
24.3
235,998
85.6
JO-ANN FABRICS
2010
2020
SMITH OFFICE EQUIPMENT
2008
LAFAYETTE
1998
FEE
43.2
214,876
89.5
PETSMART
2012
2032
STAPLES
2011
2026
MICHAELS
2006
2026
MISHAWAKA
1998
FEE
7.5
82,100
100.0
K'S MERCHANDISE
2013
2023
SOUTH BEND (3)
1997
JOINT VENTURE
12.1
121,122
100.0
BED BATH & BEYOND
2015
2040
DSW SHOE WAREHOUSE
2020
2035
PETSMART
2015
2030
SOUTH BEND
1999
FEE
1.8
81,668
100.0
MENARD
2010
2030
IOWA
CLIVE
1996
FEE
8.8
90,000
100.0
KMART
2021
2051
DAVENPORT
1997
GROUND LEASE (2028)
9.1
91,035
100.0
KMART
2024
2028
DES MOINES
1999
FEE
23.0
156,506
66.0
BEST BUY
2008
2023
OFFICEMAX
2008
2018
JO-ANN FABRICS
2007
2017
DUBUQUE
1997
GROUND LEASE (2019)
6.5
82,979
100.0
SHOPKO
2018
2019
SOUTHEAST DES MOINES
1996
FEE
9.6
111,847
100.0
HOME DEPOT
2020
2065
WATERLOO
1996
FEE
9.0
104,074
100.0
HOBBY LOBBY
2014
2024
TJ MAXX
2014
2024
SHOE CARNIVAL
2015
2025
KANSAS
OVERLAND PARK
1980
FEE
14.5
120,164
100.0
HOME DEPOT
2010
2050
WICHITA (7)
1998
FEE
13.5
133,771
100.0
BEST BUY
2010
2025
TJ MAXX
2010
2020
MICHAELS
2010
2025
EAST WICHITA (7)
1996
FEE
6.5
96,011
100.0
DICK'S SPORTING GOODS
2018
2033
GORDMANS
2012
2032
WEST WICHITA (7)
1996
FEE
8.1
96,319
100.0
SHOPKO
2018
2038
KENTUCKY
BELLEVUE
1976
FEE
6.0
53,695
100.0
KROGER
2010
2035
FLORENCE (10)
2004
FEE
8.2
99,578
97.8
DICK'S SPORTING GOODS
2018
2033
LINENS N THINGS
2018
2033
MCSWAIN CARPETS
2012
2017
LEXINGTON
1993
FEE
35.8
258,713
99.4
BEST BUY
2009
2024
BED BATH & BEYOND
2013
2038
TOYS "R" US
2013
2038
HINKLEVILLE
1998
GROUND LEASE (2039)
2.0
85,229
100.0
K'S MERCHANDISE
2014
2039
LOUISIANA
NEW ORLEANS
1983
JOINT VENTURE
7.0
190,000
100.0
DILLARDS
2011
2031
BATON ROUGE
1997
FEE
18.6
349,907
96.7
BURLINGTON COAT FACTORY
2009
2024
STEIN MART
2011
2016
MARSHALLS
2011
2016
BATON ROUGE
2005
JOINT VENTURE
9.4
67,755
91.7
WAL-MART
2024
2034
HOUMA
1999
FEE
10.1
98,586
94.9
OLD NAVY
2009
2014
OFFICEMAX
2013
2028
MICHAELS
2009
2019
HARVEY (8)
2003
JOINT VENTURE
17.4
181,660
97.8
BEST BUY
2017
2032
LINENS N THINGS
2012
2032
BARNES & NOBLE
2012
2022
LAFAYETTE
1997
FEE
21.9
244,733
89.0
STEIN MART
2010
2020
LINENS N THINGS
2009
2024
TJ MAXX
2009
2019
MAINE
BANGOR
2001
FEE
8.6
86,422
100.0
BURLINGTON COAT FACTORY
2007
2032
MARYLAND
BALTIMORE
2003
FEE
4.2
44,170
75.1
BALTIMORE (8)
2004
JOINT VENTURE
18.4
152,834
97.4
KMART
2010
2055
SALVO AUTO PARTS
2009
2019
BALTIMORE (8)
2005
JOINT VENTURE
10.6
112,722
100.0
SAFEWAY
2016
2046
RITE AID
2011
2026
FOOT LOCKER
2007
BALTIMORE (13)
2005
JOINT VENTURE
5.8
49,629
100.0
CORT FURNITURE RENTAL
2012
2022
BALTIMORE (8)
2004
FEE
7.3
77,287
100.0
SUPER FRESH
2021
2061
BALTIMORE (10) (3)
2004
JOINT VENTURE
7.4
77,365
98.9
GIANT FOOD
2016
2031
BALTIMORE (12)
2004
JOINT VENTURE
7.5
90,903
98.7
GIANT FOOD
2026
2051
BALTIMORE (8)
2005
JOINT VENTURE
8.8
90,830
100.0
GIANT FOOD
2011
2041
28
Back to Contents
YEAR
DEVELOPED
OR
ACQUIRED
OWNERSHIP
INTEREST/
(EXPIRATION)
(2)
LAND
AREA
(ACRES)
LEASABLE
AREA
(SQ. FT.)
MAJOR LEASES
PERCENT
LEASED
LEASE
OPTION
LEASE
OPTION
LEASE
OPTION
LOCATION
(1)
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
BALTIMORE (5)
2003
FEE
3.0
BEL AIR (12) (3)
2004
FEE
19.7
115,927
100.0
SAFEWAY
2030
2060
CVS
2021
2041
BEL AIR
2003
FEE
2.7
26,900
94.1
CLINTON
2003
FEE
0.3
2,544
100.0
CLINTON
2003
GROUND LEASE (2069)
2.6
26,412
100.0
FAIR LANES CLINTON
2006
COLUMBIA
2002
JOINT VENTURE
5.0
50,000
100.0
MICHAELS
2013
HOME GOODS
2011
COLUMBIA (8)
2002
JOINT VENTURE
7.6
73,299
100.0
OLD NAVY
2008
2013
COLUMBIA (8)
2002
JOINT VENTURE
15.5
86,456
100.0
GIANT FOOD
2009
2019
COLUMBIA
2005
FEE
16.3
100,521
100.0
GIANT FOOD
2012
2022
COLUMBIA (8) (3)
2002
JOINT VENTURE
12.2
86,032
95.6
SAFEWAY
2006
COLUMBIA (8)
2002
JOINT VENTURE
12.3
91,165
100.0
SAFEWAY
2018
2043
COLUMBIA
2002
FEE
7.3
55,791
100.0
GIANT FOOD
2007
COLUMBIA
2002
FEE
2.5
23,835
100.0
DAVID'S NATURAL MARKET
2014
2019
COLUMBIA (8)
2002
JOINT VENTURE
15.2
105,907
100.0
GIANT FOOD
2017
2027
COLUMBIA (12)
2005
JOINT VENTURE
0.7
6,780
100.0
EASTON (10)
2004
JOINT VENTURE
11.1
113,330
100.0
GIANT FOOD
2024
2054
FASHION BUG
2007
2012
ELLICOTT CITY (10)
2004
JOINT VENTURE
31.8
139,898
100.0
SAFEWAY
2012
2042
PETCO
2011
2021
FREDRICK COUNTY (3)
2003
FEE
6.4
64,105
100.0
GIANT FOOD
2025
2055
GAITHERSBURG
1989
FEE
8.7
88,277
100.0
GREAT BEGINNINGS FURNITURE
2011
2021
FURNITURE 4 LESS
2010
GLEN BURNIE (12)
2004
JOINT VENTURE
21.9
249,746
100.0
LOWE'S HOME CENTER
2019
2059
GIANT FOOD
2015
2025
GLEN BURNIE (8)
2004
JOINT VENTURE
4.5
75,257
92.5
SEVERN GRAPHICS
2015
2020
HAGERSTOWN (3)
1973
FEE
10.5
117,718
61.8
SUPER SHOE
2011
2016
ADVANCE AUTO PARTS
2006
2011
HUNT VALLEY (3)
2003
FEE
9.1
94,653
95.4
GIANT FOOD
2013
2033
LANDOVER
1993
FEE
23.3
232,903
100.0
RAYTHEON
2007
2010
LAUREL
1964
FEE
8.1
75,924
100.0
VILLAGE THRIFT STORE
2007
DOLLAR TREE
2010
2015
OLD COUNTRY BUFFET
2009
2019
LAUREL
1972
FEE
10.0
81,550
100.0
ROOMSTORE
2009
2014
LINTHICUM
2003
FEE
0.6
7,872
100.0
LUTHERVILLE (8)
2004
GROUND LEASE (2066)
12.9
163,709
100.0
METRO FOOD
2018
2038
CIRCUIT CITY
2010
2030
LOEHMANN'S
2006
2015
LUTHERVILLE (8)
2004
JOINT VENTURE
1.2
12,333
86.7
NORTH EAST (8)
2004
JOINT VENTURE
17.5
83,690
95.8
FOOD LION
2018
2038
OWINGS MILLS (12)
2004
JOINT VENTURE
11.0
116,303
97.2
GIANT FOOD
2020
2045
MERRITT ATHLETIC CLUB
2010
2015
PASADENA
2003
GROUND LEASE (2030)
3.0
38,727
100.0
PERRY HALL (3)
2003
FEE
15.7
177,307
71.1
BRUNSWICK (LEISERV) BOWLING
2010
RITE AID
2010
2035
DOLLAR EXPRESS
2010
2020
PERRY HALL (10)
2004
JOINT VENTURE
8.2
65,059
100.0
SUPER FRESH
2022
2062
TIMONIUM (8)
2004
JOINT VENTURE
6.0
59,799
97.0
AMERICAN RADIOLOGY
2012
2027
TIMONIUM (3)
2003
FEE
17.2
127,097
98.0
STAPLES
2020
2045
TOWSON (10)
2004
JOINT VENTURE
8.7
84,280
100.0
LINENS N THINGS
2015
2025
COMPUSA
2014
2029
TWEETER ENTERTAINMENT
2014
2024
TOWSON (12)
2004
JOINT VENTURE
43.1
669,926
100.0
WAL-MART
2020
2105
TARGET
2009
2049
SUPER FRESH
2019
2049
WALDORF
2003
FEE
2.6
26,128
100.0
FAIR LANES WALDORF
2007
2017
WALDORF
2003
FEE
0.5
4,500
100.0
WOODSTOCK (8)
2004
JOINT VENTURE
13.9
103,547
100.0
WEIS MARKETS
2021
2041
MASSACHUSETTS
FOXBOROUGH (7)
2000
JOINT VENTURE
11.9
118,844
90.3
STOP & SHOP
2012
2022
OCEAN STATE JOB LOT
2007
2022
GREAT BARRINGTON
1994
FEE
14.1
131,235
100.0
KMART
2006
2016
PRICE CHOPPER
2016
2036
HYANNIS (10)
2004
JOINT VENTURE
22.6
225,634
100.0
SHAW'S SUPERMARKET
2018
2028
TOYS "R" US
2019
2029
HOME GOODS
2010
2020
MARLBOROUGH
2004
JOINT VENTURE
16.1
104,125
100.0
BEST BUY
2019
2034
DSW SHOE WAREHOUSE
2014
2034
BORDERS BOOKS
2019
2034
PITTSFIELD (10)
2004
JOINT VENTURE
13.0
72,014
96.5
STOP & SHOP
2014
2044
QUINCY (12)
2005
JOINT VENTURE
8.0
80,510
100.0
SHAW'S SUPERMARKET
2009
2033
BROOKS PHARMACY
2017
2047
SHREWSBURY
1955
FEE
10.8
108,418
100.0
BOB'S STORES
2018
2033
BED BATH & BEYOND
2012
2032
STAPLES
2011
2021
MICHIGAN
CLARKSTON
1996
FEE
20.0
144,943
79.5
FARMER JACK
2015
2045
CVS
2010
2020
CLAWSON (3)
1993
FEE
13.5
165,801
100.0
FARMER JACK
2006
2016
STAPLES
2011
2026
LITTLE CAESARS
2007
FARMINGTON
1993
FEE
2.8
96,983
100.0
DAMMAN HARDWARE
2015
2030
FARMINGTON DOLLAR
2006
2010
FITNESS 19
2015
2025
KALAMAZOO (3)
2002
JOINT VENTURE
60.0
242,485
100.0
HOBBY LOBBY
2013
2023
VALUE CITY FURNITURE
2020
2040
MARSHALLS
2010
2020
LIVONIA
1968
FEE
4.5
44,185
100.0
DAMMAN HARDWARE
2018
2033
CENTURY 21
2010
MUSKEGON
1985
FEE
12.2
79,215
100.0
PLUMB'S FOOD
2007
2022
JO-ANN FABRICS
2007
2012
NOVI
2003
JOINT VENTURE
6.0
60,000
100.0
MICHAELS
2016
HOME GOODS
2011
TAYLOR
1993
FEE
13.0
141,549
100.0
KOHL'S
2022
2042
BABIES R US
2017
2043
PARTY CONCEPTS
2007
2012
TROY
2005
JOINT VENTURE
22.4
223,697
94.5
WAL-MART
2021
2051
MARSHALLS
2012
2027
WALKER
1993
FEE
41.8
338,928
100.0
RUBLOFF DEVELOPMENT
2016
2051
KOHL'S
2017
2037
LOEKS THEATRES
2007
2042
MINNESOTA
MAPLE GROVE (7)
2001
JOINT VENTURE
63.0
466,437
99.5
BYERLY'S
2020
2035
BEST BUY
2015
2030
JO-ANN FABRICS
2010
2030
MAPLEWOOD (8) (3)
2002
JOINT VENTURE
8.2
110,625
100.0
BEST BUY
2014
2029
MINNETONKA (7)
1998
JOINT VENTURE
12.1
120,220
100.0
TOYS "R" US
2016
2031
GOLFSMITH GOLF CENTER
2008
2018
OFFICEMAX
2011
MISSISSIPPI
JACKSON
2002
JOINT VENTURE
5.0
50,000
100.0
MICHAELS
2014
HOME GOODS
2014
HATTIESBURG (4)
2004
JOINT VENTURE
54.6
168,000
100.0
ROSS DRESS FOR LESS
2016
2041
BED BATH & BEYOND
2016
2041
PETSMART
2016
2046
MISSOURI
BRIDGETON
1997
GROUND LEASE (2040)
27.3
101,592
100.0
KOHL'S
2010
2020
CRYSTAL CITY
1997
GROUND LEASE (2032)
10.1
100,724
100.0
KMART
2024
2032
ELLISVILLE
1970
FEE
18.4
118,080
91.5
SHOP N SAVE
2010
2015
INDEPENDENCE
1985
FEE
21.0
184,870
100.0
KMART
2024
2054
THE TILE SHOP
2014
2024
OFFICE DEPOT
2012
2032
JOPLIN
1998
FEE
12.6
155,416
100.0
GOODY'S FAMILY CLOTHING
2010
2015
HASTINGS BOOKS
2009
2014
OFFICEMAX
2010
2025
JOPLIN (7)
1998
JOINT VENTURE
9.5
80,524
100.0
SHOPKO
2018
2038
KANSAS CITY
1997
FEE
17.8
150,381
82.3
HOME DEPOT
2010
2050
KIRKWOOD (3)
1980
GROUND LEASE (2069)
19.8
253,662
100.0
HEMISPHERES
2014
2024
HOBBY LOBBY
2014
2024
GART SPORTS
2014
2029
LEMAY (3)
1974
FEE
9.8
66,698
100.0
SHOP N SAVE
2020
2065
DOLLAR GENERAL
2008
MANCHESTER (7)
1998
JOINT VENTURE
9.6
89,305
100.0
KOHL'S
2018
2038
SPRINGFIELD
1994
FEE
41.5
277,590
100.0
BEST BUY
2011
2026
JC PENNEY
2010
2015
TJ MAXX
2006
2021
SPRINGFIELD
2002
FEE
8.5
84,916
100.0
BED BATH & BEYOND
2013
2028
MARSHALLS
2012
2027
BORDERS BOOKS
2023
2038
SPRINGFIELD
1986
GROUND LEASE (2087)
18.5
202,926
100.0
KMART
2024
2054
OFFICE DEPOT
2010
BARNES & NOBLE
2017
2047
ST. CHARLES
1998
FEE
36.9
8,000
100.0
ST. CHARLES
1999
GROUND LEASE (2039)
8.4
84,460
100.0
KOHL'S
2019
2039
ST. LOUIS
1998
FEE
11.4
113,781
100.0
KOHL'S
2018
2038
CLUB FITNESS
2014
2024
ST. LOUIS
1972
FEE
13.1
129,093
92.7
SHOP N SAVE
2017
2082
ST. LOUIS
1986
FEE
17.5
176,273
95.6
BURLINGTON COAT FACTORY
2009
2024
BIG LOTS
2015
2030
OFFICE DEPOT
2007
2015
ST. LOUIS
1997
GROUND LEASE (2025)
19.7
170,779
89.2
HOME DEPOT
2026
2056
OFFICE DEPOT
2015
2026
ST. LOUIS
1997
GROUND LEASE (2035)
37.7
174,967
83.0
KMART
2024
2035
ST. LOUIS
1997
GROUND LEASE (2040)
16.3
128,765
100.0
KMART
2024
2040
ST. PETERS
1997
GROUND LEASE (2073)
14.8
175,121
95.9
HOBBY LOBBY
2014
2024
GART SPORTS
2014
2029
OFFICE DEPOT
2019
NEBRASKA
OMAHA (4)
2005
JOINT VENTURE
67.7
107,000
100.0
MARSHALLS
2017
2037
LINENS N THINGS
2018
2033
OFFICEMAX
2017
2032
NEVADA
HENDERSON (4)
1999
JOINT VENTURE
32.1
140,000
100.0
LEVITZ
2013
2023
BIG LOTS
2016
2036
SAVERS
2015
2035
29
Back to Contents
YEAR
DEVELOPED
OR
ACQUIRED
OWNERSHIP
INTEREST/
(EXPIRATION)
(2)
LAND
AREA
(ACRES)
LEASABLE
AREA
(SQ. FT.)
MAJOR LEASES
PERCENT
LEASED
LEASE
OPTION
LEASE
OPTION
LEASE
OPTION
LOCATION
(1)
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
NEW HAMPSHIRE
NASHUA (10)
2004
JOINT VENTURE
17.9
179,220
95.6
DSW SHOE WAREHOUSE
2011
2031
BED BATH & BEYOND
2007
2032
MICHAELS
2007
2027
NEW LONDON
2005
FEE
10.5
104,910
100.0
SALEM
1994
FEE
39.8
344,076
100.0
KOHL'S
2008
2013
SHAW'S SUPERMARKET
2008
2038
BOB'S STORES
2011
2021
NEW JERSEY
BAYONNE
2004
FEE
0.6
23,901
100.0
DUANE READE
2014
BRIDGEWATER (7) (3)
2001
JOINT VENTURE
15.8
370,545
100.0
COSTCO
2019
2049
BED BATH & BEYOND
2010
2030
BABIES R US
2014
2039
CHERRY HILL
1985
JOINT VENTURE
18.6
124,750
89.9
STOP & SHOP
2016
2036
RETROFITNESS
2013
2020
CHERRY HILL
1996
GROUND LEASE (2035)
15.2
129,809
78.3
KOHL'S
2016
2036
CHERRY HILL (8)
2003
FEE
48.0
209,185
100.0
KOHL'S
2018
2068
WORLDWIDE WHOLESALE FLOOR
2018
2033
BABIES R US
2013
2033
CINNAMINSON
1996
FEE
13.7
121,852
84.1
OUTLET MARKETPLACE
2009
2019
ACME MARKETS
2047
DELRAN (7) (3)
2000
JOINT VENTURE
10.5
78,584
51.3
DELRAN (7)
2005
JOINT VENTURE
9.5
37,679
60.2
EAST WINDSOR
2002
FEE
34.8
249,029
100.0
TARGET
2027
2067
GENUARDI'S
2026
2056
TJ MAXX
2011
2026
FRANKLIN
1998
FEE
14.9
138,364
100.0
STOP & SHOP
2030
2085
HILLSBOROUGH
2005
JOINT VENTURE
5.6
55,552
100.0
KMART
2007
2047
HOLMDEL (3)
2002
FEE
30.0
300,010
92.1
A&P
2013
2043
MARSHALLS
2013
2028
LA FITNESS
2021
2036
HOLMDEL
2004
FEE
23.5
234,739
100.0
LINENS N THINGS
2018
2033
BEST BUY
2018
2033
MICHAELS
2013
2033
LINDEN
2002
FEE
0.9
13,340
100.0
STRAUSS DISCOUNT AUTO
2023
2033
MAPLESHADE (11)
2004
GROUND LEASE (2066)/ JOINT VENTURE
22.7
201,351
100.0
LOWE'S HOME CENTER
2026
SPORTS AUTHORITY
2013
2033
BALLY TOTAL FITNESS
2012
2022
NORTH BRUNSWICK
1994
FEE
38.1
409,879
100.0
WAL-MART
2018
2058
BURLINGTON COAT FACTORY
2008
2013
MARSHALLS
2012
2027
PISCATAWAY
1998
FEE
9.6
97,348
97.0
SHOPRITE
2014
2024
RIDGEWOOD
1994
FEE
2.7
24,280
100.0
FRESH FIELDS
2015
2030
WAYNE (11)
2004
FEE
19.2
348,063
95.2
COSTCO
2009
2044
LACKLAND STORAGE
2012
2032
SPORTS AUTHORITY
2012
2032
WESTMONT
1994
FEE
17.4
192,254
75.9
SUPER FRESH
2017
2081
SUPER FITNESS
2009
JO-ANN FABRICS
2007
NEW MEXICO
ALBUQUERQUE
1998
FEE
4.7
37,735
100.0
SEARS HARDWARE
2006
2021
ALBUQUERQUE
1998
FEE
26.0
183,912
93.4
MOVIES WEST
2011
2021
ROSS DRESS FOR LESS
2006
2021
VALLEY FURNITURE
2007
2017
ALBUQUERQUE
1998
FEE
4.8
59,722
93.9
PAGE ONE
2008
2013
WALGREENS
2027
NEW YORK
ALBANY (8)
2004
JOINT VENTURE
17.9
135,801
91.9
PRICE CHOPPER
2007
2027
BIG LOTS
2008
2018
ECKERD
2007
2022
BAYRIDGE
2004
FEE
2.1
21,106
100.0
DUANE READE
2014
BELLMORE
2004
FEE
1.4
24,802
100.0
RITE AID
2014
BRIDGEHAMPTON
1973
FEE
30.2
287,587
97.6
KMART
2019
2039
KING KULLEN
2015
2035
TJ MAXX
2007
2017
BRONX
1990
JOINT VENTURE
22.9
228,638
96.7
NATIONAL AMUSEMENTS
2011
2036
WALDBAUMS
2011
2046
OFFICE OF HEARING
2007
BRONX
2000
FEE
0.4
3,720
100.0
BROOKLYN (7)
2000
JOINT VENTURE
8.1
80,708
100.0
HOME DEPOT
2022
2052
WALGREENS
2030
BROOKLYN
2003
FEE
0.8
7,500
100.0
BROOKLYN
2003
FEE
0.4
10,000
100.0
GENOVESE
2019
BROOKLYN
2004
FEE
3.0
29,671
100.0
DUANE READE
2014
BROOKLYN
2004
FEE
2.9
41,076
100.0
DUANE READE
2014
PC RICHARD & SON
2018
2028
BROOKLYN
2000
FEE
0.5
5,200
100.0
BUFFALO
1988
JOINT VENTURE
9.2
141,285
96.5
TOPS SUPERMARKET
2012
2037
REEBOK
2006
FASHION BUG
2025
2024
BUFFALO, AMHERST
1988
JOINT VENTURE
7.5
101,066
100.0
TOPS SUPERMARKET
2013
2033
CENTEREACH
1993
JOINT VENTURE
40.7
380,084
97.6
WAL-MART
2015
2044
BIG LOTS
2011
2021
MODELL'S
2019
2029
CENTRAL ISLIP (4)
2004
JOINT VENTURE
11.8
25,000
100.0
COMMACK
1998
GROUND LEASE (2085)
35.7
265,409
100.0
KING KULLEN
2017
2047
LINENS N THINGS
2018
2038
SPORTS AUTHORITY
2017
2037
COPIAGUE (7)
1998
FEE
15.4
163,999
100.0
HOME DEPOT
2011
2056
BALLY TOTAL FITNESS
2008
2018
EAST NORTHPORT (4)
2005
JOINT VENTURE
4.0
EAST NORTHPORT
2005
JOINT VENTURE
2.6
26,016
100.0
GOLFSMITH GOLF CENTER
2013
2018
ELMONT
2004
FEE
1.8
27,078
100.0
DUANE READE
2014
FRANKLIN SQUARE
2004
FEE
1.4
17,864
100.0
DUANE READE
2014
FREEPORT (7)
2000
JOINT VENTURE
9.6
173,031
92.6
STOP & SHOP
2025
TOYS "R" US
2020
2040
MARSHALLS
2011
2016
GLEN COVE (7)
2000
JOINT VENTURE
2.7
49,346
100.0
STAPLES
2014
2029
ANNIE SEZ
2011
2026
GLENVILLE (5)
2003
FEE
0.5
HAMPTON BAYS
1989
FEE
8.2
70,990
97.1
MACY'S EAST
2015
2025
GENOVESE
2006
2016
HEMPSTEAD (7)
2000
JOINT VENTURE
1.4
13,905
100.0
WALGREENS
2059
HICKSVILLE
2004
FEE
2.5
40,231
88.4
DUANE READE
2014
PARTY CITY
2006
2011
JAMAICA
2006
FEE
0.6
5,770
100.0
LATHAM (7)
1999
JOINT VENTURE
60.3
616,130
98.8
SAM'S CLUB
2013
2043
WAL-MART
2013
2043
HOME DEPOT
2031
2071
LAURELTON
2000
FEE
0.7
7,435
100.0
LITTLE NECK
2003
FEE
4.5
48,275
100.0
MANHASSET
1999
FEE
9.6
188,494
100.0
FILENE'S
2011
LINENS N THINGS
2016
2026
KING KULLEN
2024
2052
MANHATTAN
2006
FEE
1.0
9,566
100.0
MASPETH
2004
FEE
1.1
22,500
100.0
DUANE READE
2014
MERRICK (7)
2000
JOINT VENTURE
10.8
107,871
98.9
WALDBAUMS
2013
2041
ANNIE SEZ
2011
2021
PARTY CITY
2012
2022
MIDDLETOWN (7)
2000
JOINT VENTURE
10.1
80,000
100.0
BEST BUY
2016
2031
LINENS N THINGS
2016
2031
MUNSEY PARK (7)
2000
JOINT VENTURE
6.0
72,748
100.0
BED BATH & BEYOND
2007
2022
FRESH FIELDS
2011
2021
NESCONSET (11)
2004
JOINT VENTURE
5.9
55,580
100.0
LEVITZ
2014
2034
NORTH MASSAPEQUA
2004
GROUND LEASE (2033)
2.0
29,610
100.0
DUANE READE
2014
OCEANSIDE
2003
FEE
0.3
1,856
100.0
PLAINVIEW
1969
GROUND LEASE (2070)
7.0
88,222
100.0
FAIRWAY STORES
2017
2037
POUGHKEEPSIE
1972
FEE
20.0
167,668
99.6
STOP & SHOP
2020
2049
BIG LOTS
2007
2017
QUEENS VILLAGE
2006
FEE
1.5
14,649
100.0
RENSSELAER (8)
2004
JOINT VENTURE
13.4
132,648
86.6
PRICE CHOPPER
2018
2038
FASHION BUG
2008
2018
ROCHESTER
1988
FEE
14.9
129,238
100.0
STAPLES
2010
2022
ROCHESTER
1993
FEE
18.6
185,153
36.3
TOPS SUPERMARKET
2009
2024
STATEN ISLAND
2005
FEE
0.0
47,270
100.0
STATEN ISLAND (7)
2000
JOINT VENTURE
14.4
177,118
100.0
TJ MAXX
2010
2025
NATIONAL LIQUIDATORS
2010
2030
MICHAELS
2011
2031
STATEN ISLAND
1989
FEE
16.7
212,375
100.0
KMART
2011
PATHMARK
2011
2021
STATEN ISLAND
1997
GROUND LEASE (2072)
7.0
101,337
99.2
WALDBAUMS
2011
2031
SYOSSET
1967
FEE
2.5
32,124
100.0
NEW YORK SPORTS CLUB
2016
2021
WESTBURY (11)
2004
JOINT VENTURE
30.1
398,602
100.0
COSTCO
2009
2043
WAL-MART
2019
2069
MARSHALLS
2009
2024
WHITE PLAINS
2004
FEE
2.5
24,577
88.3
DUANE READE
2014
YONKERS (7)
2000
GROUND LEASE (2047)/ JOINT VENTURE
6.3
56,361
97.2
STAPLES
2014
2029
YONKERS
1995
FEE
4.4
43,560
100.0
SHOPRITE
2008
2028
YONKERS
2000
FEE
1.0
10,329
100.0
NORTH CAROLINA
BURLINGTON (5)
2003
FEE
25.6
CARY (7)
2001
JOINT VENTURE
40.3
315,797
99.6
BJ'S
2020
2040
KOHL'S
2022
2001
PETSMART
2016
2036
CARY
1996
FEE
10.6
86,015
100.0
BED BATH & BEYOND
2010
2014
DICK'S SPORTING GOODS
2014
2029
CARY
1998
FEE
10.9
102,787
100.0
LOWES
2017
2037
ECKERD
2007
2017
CARY (9)
2002
JOINT VENTURE
1.6
16,030
86.4
CARY (8)
2003
JOINT VENTURE
13.4
133,901
100.0
CARMIKE CINEMAS
2017
2027
FOOD LION
2019
DOLLAR TREE
2009
2019
30
Back to Contents
YEAR
DEVELOPED
OR
ACQUIRED
OWNERSHIP
INTEREST/
(EXPIRATION)
(2)
LAND
AREA
(ACRES)
LEASABLE
AREA
(SQ. FT.)
MAJOR LEASES
PERCENT
LEASED
LEASE
OPTION
LEASE
OPTION
LEASE
OPTION
LOCATION
(1)
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
CHARLOTTE
1968
FEE
13.5
110,300
100.0
MEDIA PLAY
2010
2020
TJ MAXX
2007
2017
CVS
2015
2035
CHARLOTTE
1993
FEE
14.0
139,269
99.1
BI-LO
2009
2029
RUGGED WEARHOUSE
2008
2018
FLOORS TODAY
2010
2020
CHARLOTTE
1986
GROUND LEASE (2048)
18.5
233,800
98.7
ROSS DRESS FOR LESS
2015
2035
K&G MEN'S COMPANY
2008
2018
OFFICEMAX
2009
2024
DURHAM (7)
2002
JOINT VENTURE
39.5
408,292
100.0
WAL-MART
2015
2035
BEST BUY
2011
2026
LINENS N THINGS
2011
2026
DURHAM
1996
FEE
13.2
116,186
86.3
TJ MAXX
2009
2014
JO-ANN FABRICS
2010
2020
FRANKLIN
1998
JOINT VENTURE
15.1
26,326
100.0
BILL HOLT FORD
2016
2041
GASTONIA
1989
FEE
24.9
240,957
82.6
HOBBY LOBBY
2013
2023
TOYS "R" US
2015
2045
GREENSBORO
1999
FEE
8.2
103,494
100.0
HOBBY LOBBY
2014
2024
K&G MEN'S COMPANY
2015
2025
USA BABY
2008
2013
HILLSBOROUGH (5)
2003
FEE
8.0
KNIGHTDALE (4)
2005
JOINT VENTURE
30.7
150,000
100.0
ROSS DRESS FOR LESS
2017
2037
BED BATH & BEYOND
2017
2037
MICHAELS
2016
2036
PINEVILLE (12)
2003
JOINT VENTURE
39.1
269,710
98.9
KMART
2017
2067
STEIN MART
2007
2012
TJ MAXX
2008
2018
RALEIGH (3)
1993
FEE
35.9
372,684
88.8
BEST BUY
2010
2020
BED BATH & BEYOND
2016
2036
ROSS DRESS FOR LESS
2016
2036
RALEIGH (4)
2001
JOINT VENTURE
24.4
77,000
100.0
MARQUEE CINEMAS
2019
2029
RALEIGH (4)
2003
JOINT VENTURE
35.4
65,000
100.0
FOOD LION
2023
2043
RALEIGH
2001
FEE
26.0
85,465
98.4
KROGER
2019
2059
RALEIGH (12)
2004
FEE
10.3
101,846
87.6
HARRIS TEETER
2014
2034
ECKERD
2010
2015
WILSON (9) (6)
2002
JOINT VENTURE
16.7
167,207
11.4
WINSTON-SALEM
1969
FEE
13.2
137,433
100.0
HARRIS TEETER
2016
2041
DOLLAR TREE
2011
2016
SPORTSMAN'S SUPPLY
2008
OHIO
AKRON
1975
FEE
6.9
76,438
100.0
GIANT EAGLE
2021
2041
AKRON
1988
FEE
24.5
138,363
100.0
GABRIEL BROTHERS
2010
2025
PAT CATANS CRAFTS
2013
ESSENCE BEAUTY MART
2008
2014
BARBERTON (3)
1972
FEE
10.0
95,452
100.0
GIANT EAGLE
2027
2052
BEAVERCREEK
1986
FEE
18.2
148,210
76.5
KROGER
2018
2048
FITWORKS
2007
2013
REVCO
2007
2027
BRUNSWICK
1975
FEE
20.0
171,223
95.3
KMART
2010
2050
GIANT EAGLE
2006
2036
CAMBRIDGE
1997
FEE
13.1
79,165
90.9
TRACTOR SUPPLY CO.
2010
2020
CANTON
1972
FEE
19.6
172,419
92.3
BURLINGTON COAT FACTORY
2018
2043
TJ MAXX
2007
2017
PRICELESS KIDS
2007
2012
CENTERVILLE
1988
FEE
15.2
120,498
81.5
BED BATH & BEYOND
2017
2032
THE TILE SHOP
2014
2024
MICHAEL'S DAY SPA
2016
2026
CINCINNATI (7)
2000
JOINT VENTURE
36.7
378,901
93.4
WAL-MART
2010
2040
HOBBY LOBBY
2016
2027
DICK'S SPORTING GOODS
2016
2031
CINCINNATI
1988
FEE
11.6
223,731
99.3
LOWE'S HOME CENTER
2022
2052
BIG LOTS
2009
2019
AJ WRIGHT
2014
2034
CINCINNATI
1988
GROUND LEASE (2054)
8.8
121,242
25.7
TOYS "R" US
2019
2044
CINCINNATI
1988
FEE
29.2
308,277
75.6
HOBBY LOBBY
2012
2022
TOYS "R" US
2016
2046
HAVERTY'S
2019
2034
CINCINNATI
2000
FEE
8.8
88,317
100.0
HOBBY LOBBY
2011
2021
GOLD'S GYM
2017
2027
CINCINNATI
1999
FEE
16.7
89,742
100.0
BIGGS FOODS
2008
2028
COLUMBUS (7)
2002
JOINT VENTURE
36.5
254,152
94.9
LOWE'S HOME CENTER
2016
2046
KROGER
2017
2037
COLUMBUS
1988
FEE
12.4
191,089
100.0
KOHL'S
2011
2031
KROGER
2031
2071
TOYS "R" US
2015
2040
COLUMBUS
1988
FEE
13.7
142,743
99.1
KOHL'S
2011
2031
STAPLES
2010
2020
COLUMBUS
1988
FEE
17.9
129,008
100.0
KOHL'S
2011
2031
GRANT/RIVERSIDE HOSPITAL
2011
COLUMBUS
1988
FEE
12.4
135,650
100.0
KOHL'S
2011
2031
CIRCUIT CITY
2019
2039
COLUMBUS
1988
FEE
12.5
99,262
100.0
SOUTHLAND EXPO
2006
COLUMBUS (7)
1998
JOINT VENTURE
12.1
112,862
97.7
BORDERS BOOKS
2018
2038
PIER 1 IMPORTS
2007
2017
FRANNYS HALLMARK
2009
2014
COPLEY (8)
2003
JOINT VENTURE
9.4
532,607
99.5
TABANI AKRON
2027
2067
HOME DEPOT
2013
2063
DICK'S SPORTING GOODS
2020
2045
DAYTON
1969
GROUND LEASE (2043)
22.8
163,131
81.6
BEST BUY
2008
2024
BIG LOTS
2008
2018
JO-ANN FABRICS
2007
2012
DAYTON
1984
FEE
32.1
213,728
88.4
KROGER
2012
2038
JO-ANN FABRICS
2006
2016
VICTORIA'S SECRET
2009
2019
DAYTON
1988
FEE
16.9
141,616
80.4
VALUE CITY
2010
2020
DOLLAR GENERAL
2007
DAYTON
1988
FEE
11.2
116,374
88.3
VALUE CITY
2010
2015
HUBER HEIGHTS (7)
1999
JOINT VENTURE
40.0
318,468
100.0
ELDER BEERMAN
2014
2044
KOHL'S
2015
2035
MARSHALLS
2009
2024
KENT
1988
GROUND LEASE (2013)
17.6
106,500
100.0
TOPS SUPERMARKET
2026
2096
MENTOR
1987
FEE
20.6
103,910
100.0
GABRIEL BROTHERS
2013
2028
BIG LOTS
2014
2034
MENTOR
1988
FEE
25.0
235,577
95.6
GIANT EAGLE
2019
2029
BURLINGTON COAT FACTORY
2014
JO-ANN FABRICS
2009
2019
MIAMISBURG
1999
FEE
0.6
6,000
100.0
MIDDLEBURG HEIGHTS
1988
FEE
8.2
104,342
51.5
GABRIEL BROTHERS
2014
2029
NORTH OLMSTEAD
1988
FEE
11.7
99,862
100.0
TOPS SUPERMARKET
2026
2096
ORANGE TOWNSHIP (4)
2001
FEE
16.7
SHARONVILLE
1977
GROUND LEASE (2076)/JOINT VENTURE
15.0
130,704
92.7
GABRIEL BROTHERS
2012
2032
KROGER
2008
2028
UNITED ART AND EDUCATION
2016
2026
SPRINGBORO PIKE
1985
FEE
13.0
120,522
100.0
HOBBY LOBBY
2015
2025
OFFICEMAX
2007
DOLLAR TREE
2008
2018
SPRINGDALE (7)
2000
JOINT VENTURE
22.0
253,510
79.8
WAL-MART
2015
2045
HH GREGG
2012
2017
SHOE CARNIVAL
2006
SPRINGFIELD
1988
FEE
14.3
149,464
100.0
KMART
2010
2030
HOBBY LOBBY
2010
2020
UPPER ARLINGTON
1969
FEE
13.3
160,702
100.0
TJ MAXX
2011
2021
THE DUSTY ATTIC
2011
2016
HONG KONG BUFFET
2011
WESTERVILLE
1993
FEE
25.4
242,124
91.7
KOHL'S
2016
2036
OFFICEMAX
2007
2022
MARC'S
2015
2025
WICKLIFFE
1982
FEE
10.0
128,180
97.1
GABRIEL BROTHERS
2008
2023
BIG LOTS
2010
DOLLAR GENERAL
2007
WILLOUGHBY HILLS
1988
FEE
14.1
157,424
100.0
VF FACTORY OUTLET
2012
2022
MARCS DRUGS
2012
2017
OKLAHOMA
NORMAN (7)
2001
JOINT VENTURE
31.3
262,624
93.6
TOYS "R" US
2012
2042
ROSS DRESS FOR LESS
2007
2027
BARNES & NOBLE
2012
2027
OKLAHOMA CITY
1997
FEE
9.8
103,027
100.0
ACADEMY SPORTS & OUTDOORS
2014
2024
OKLAHOMA CITY
1998
FEE
19.8
233,797
99.6
HOME DEPOT
2014
2044
GORDMANS
2013
2033
BEST BUY
2008
2023
SOUTH TULSA
1996
FEE
0.0
4,090
100.0
PENNSLYVANIA
BENSALEM (11)
2004
FEE
31.5
300,188
90.2
HOME DEPOT
2009
2034
BABIES R US
2011
2026
AMC THEATRES
2015
2035
BLUE BELL
1996
FEE
17.7
120,211
100.0
KOHL'S
2016
2036
HOME GOODS
2013
2033
CARLISLE (12) (3)
2004
JOINT VENTURE
9.3
87,022
100.0
NELLS MARKET
2026
2036
CARLISLE (13)
2005
JOINT VENTURE
12.2
90,183
100.0
GIANT FOOD
2016
2046
CHAMBERSBURG (8) (3)
2004
JOINT VENTURE
12.2
122,396
98.7
GIANT FOOD
2040
2040
CVS
2006
2020
CHIPPEWA
2000
FEE
22.4
215,206
100.0
KMART
2018
2068
HOME DEPOT
2018
2068
DUQUESNE
1993
FEE
8.8
69,733
58.4
RED, WHITE & BLUE
2006
EAGLEVILLE
1973
FEE
15.2
165,385
94.9
KMART
2006
2019
GENUARDI'S
2011
2025
EAST NORRITON
1984
FEE
12.5
133,569
100.0
SHOPRITE
2022
2037
STAPLES
2008
2023
JO-ANN FABRICS
2007
2012
EAST STROUDSBURG
1973
FEE
15.3
168,506
100.0
KMART
2007
2022
WEIS MARKETS
2007
EASTWICK
1997
FEE
3.4
36,511
100.0
MERCY HOSPITAL
2012
2022
EXTON
1990
FEE
6.1
60,685
100.0
ACME MARKETS
2015
2045
EXTON
1996
FEE
9.8
85,184
100.0
KOHL'S
2016
2036
FEASTERVILLE
1996
FEE
4.6
86,575
100.0
VALUE CITY
2011
2026
GETTYSBURG
1986
FEE
2.3
14,584
100.0
GREENSBURG
2002
JOINT VENTURE
5.0
50,000
100.0
TJ MAXX
2010
2020
MICHAELS
2010
2020
HAMBURG
2001
FEE
3.0
15,400
100.0
LEHIGH VALLEY HEALTH
2016
2026
HARRISBURG
1972
FEE
17.0
175,917
100.0
GANDER MOUNTAIN
2013
2028
MEDIA PLAY
2011
2026
SUPERPETZ
2007
2022
HARRISBURG
1972
FEE
11.7
121,672
76.0
CINEMA CENTER
2019
2034
BIG LOTS
2010
2020
HAVERTOWN
1996
FEE
9.0
80,938
100.0
KOHL'S
2016
2036
HORSHAM (13)
2005
JOINT VENTURE
8.3
75,206
100.0
GIANT FOOD
2022
2048
LANDSDALE
1996
GROUND LEASE (2037)
1.4
84,470
100.0
KOHL'S
2012
MIDDLETOWN
1986
FEE
4.7
38,953
83.0
US POST OFFICE
2016
2026
MONROEVILLE (13)
2005
FEE
13.7
143,200
90.2
PETSMART
2019
2034
BED BATH & BEYOND
2020
2034
MICHAELS
2009
2029
MONTGOMERY (7)
2002
JOINT VENTURE
45.0
257,565
98.4
GIANT FOOD
2020
2050
BED BATH & BEYOND
2016
2030
COMPUSA
2014
2028
NEW KENSINGTON
1986
FEE
12.5
108,950
100.0
GIANT EAGLE
2016
2033
PHILADELPHIA
2000
FEE
0.9
9,343
100.0
31
Back to Contents
YEAR
DEVELOPED
OR
ACQUIRED
OWNERSHIP
INTEREST/
(EXPIRATION)
(2)
LAND
AREA
(ACRES)
LEASABLE
AREA
(SQ. FT.)
MAJOR LEASES
PERCENT
LEASED
LEASE
OPTION
LEASE
OPTION
LEASE
OPTION
LOCATION
(1)
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
PHILADELPHIA (3)
1983
JOINT VENTURE
8.1
213,444
93.1
JC PENNEY
2012
2037
TOYS "R" US
2007
2052
PHILADELPHIA
1998
JOINT VENTURE
7.5
75,303
100.0
NORTHEAST AUTO OUTLET
2015
2050
PHILADELPHIA (3)
1995
JOINT VENTURE
22.6
277,123
94.7
SUPER FRESH
2022
2047
PETSMART
2006
2016
AMC ORLEANS 8
2006
PHILADELPHIA
1996
FEE
6.3
82,345
100.0
KOHL'S
2016
2036
PHILADELPHIA
1996
GROUND LEASE (2035)
6.8
133,309
100.0
KMART
2010
2035
PIITSBURGH
2004
FEE
46.8
467,927
100.0
POTTSTOWN (8)
2004
FEE
15.7
161,727
97.4
GIANT FOOD
2014
2049
TRACTOR SUPPLY CO.
2012
2027
TJ MAXX
2009
2019
RICHBORO
1986
FEE
14.5
110,357
100.0
SUPER FRESH
2018
2058
SCOTT TOWNSHIP
2000
GROUND LEASE (2052)
6.9
69,288
100.0
WAL-MART
2032
2052
SHREWSBURY (12)
2004
JOINT VENTURE
21.2
94,706
97.9
GIANT FOOD
2023
2053
SPRINGFIELD
1983
FEE
19.7
218,907
96.2
VALUE CITY
2013
2043
STAPLES
2008
2023
JO-ANN FABRICS
2006
2016
UPPER DARBY
1996
JOINT VENTURE
16.3
48,936
88.2
MERCY HOSPITAL
2012
2022
BRIGHTSIDE ACADEMY
2013
2022
WAYNESBORO (8) (3)
2004
JOINT VENTURE
15.5
112,149
93.9
MARTIN'S
2010
2025
PEEBLES
2015
2035
DOLLAR TREE
2010
2025
WEST MIFFLIN
1986
GROUND LEASE (2032)
8.3
84,279
100.0
BIG LOTS
2012
2032
WHITEHALL
2005
JOINT VENTURE
15.1
151,273
98.4
GIANT FOOD
2014
JO-ANN FABRICS
2007
BARNES & NOBLE
2011
WHITEHALL
1996
GROUND LEASE (2081)
6.0
84,524
100.0
KOHL'S
2016
2036
YORK
1986
FEE
13.7
59,016
95.2
GIANT FOOD
2006
2026
CVS
2006
2020
YORK
1986
FEE
3.3
35,500
100.0
GIANT FOOD
2007
2017
RHODE ISLAND
CRANSTON
1998
FEE
11.0
129,907
94.6
BOB'S STORES
2008
2028
MARSHALLS
2011
2021
PROVIDENCE
2003
GROUND LEASE (2022)/JOINT VENTURE
13.0
71,735
100.0
STOP & SHOP
2022
2072
SOUTH CAROLINA
CHARLESTON
1978
FEE
17.6
157,416
100.0
STEIN MART
2006
2016
BY THE YARD
2011
2016
FLOOR IT NOW
2012
CHARLESTON
1995
FEE
17.2
186,740
97.0
TJ MAXX
2009
2014
OFFICE DEPOT
2011
2016
MARSHALLS
2006
2011
CHARLESTON (8)
2003
JOINT VENTURE
15.7
136,276
99.4
ROSS DRESS FOR LESS
2015
2035
BED BATH & BEYOND
2014
2034
COST PLUS
2014
2029
FLORENCE
1997
FEE
21.0
113,922
97.2
HAMRICKS
2011
STAPLES
2010
2035
ATHLETE'S FOOT
2007
2017
GREENVILLE
1997
FEE
20.4
148,532
59.9
BABIES R US
2007
2022
GREENVILLE (11)
2004
FEE
31.8
295,928
96.8
INGLES MARKETS
2021
2076
GOODY'S FAMILY CLOTHING
2010
2025
TJ MAXX
2010
2025
MT PLEASANT (8)
2004
JOINT VENTURE
11.7
116,868
97.7
WHOLE FOODS
2025
2055
STAPLES
2012
NORTH CHARLESTON
2000
FEE
27.3
267,632
94.3
SPORTS AUTHORITY
2013
2033
CIRCUIT CITY
2019
2029
MARSHALLS
2008
2013
TENNESSEE
CHATTANOOGA
2002
JOINT VENTURE
5.0
50,000
100.0
HOME GOODS
2010
2020
MICHAELS
2017
2037
CHATTANOOGA
1973
GROUND LEASE (2074)
7.6
50,588
95.9
SAVE-A-LOT
2009
2014
MADISON (7)
1999
JOINT VENTURE
21.1
189,299
73.2
BEST BUY
2014
2029
GOODY'S FAMILY CLOTHING
2010
2020
OLD NAVY
2009
2019
MADISON
1978
GROUND LEASE (2039)
14.5
175,593
96.6
OLD TIME POTTERY
2013
2023
WAL-MART
2014
2039
MADISON
2004
FEE
25.4
240,318
97.1
JO-ANN FABRICS
2009
2024
CIRCUIT CITY
2009
2039
TJ MAXX
2010
2020
MEMPHIS (7)
2001
FEE
3.9
40,000
100.0
BED BATH & BEYOND
2012
2027
MEMPHIS
2000
FEE
8.8
87,962
100.0
OLD TIME POTTERY
2010
2025
MEMPHIS
1991
FEE
14.7
167,243
77.7
TOYS "R" US
2017
2042
OFFICEMAX
2008
2028
KIDS R US
2019
2044
NASHVILLE (7)
1999
JOINT VENTURE
9.3
99,909
92.5
BEST BUY
2014
2029
OFFICEMAX
2015
2035
NASHVILLE
1998
FEE
10.2
109,012
91.3
MARSHALLS
2007
OFFICEMAX
2009
2019
OLD COUNTRY BUFFET
2006
2016
NASHVILLE
1986
FEE
16.9
172,135
96.6
STEIN MART
2008
2013
ASHLEY FURNITURE HOMESTORE
2012
2022
BED BATH & BEYOND
2013
2028
TEXAS
AMARILLO (7)
1997
JOINT VENTURE
9.3
343,989
99.6
HOME DEPOT
2019
2069
KOHL'S
2025
2055
CIRCUIT CITY
2010
2035
AMARILLO (7)
2003
JOINT VENTURE
10.6
142,747
97.1
ROSS DRESS FOR LESS
2012
2037
BED BATH & BEYOND
2012
2032
JO-ANN FABRICS
2012
2032
ARLINGTON
1997
FEE
8.0
96,127
100.0
HOBBY LOBBY
2008
2018
AUSTIN (7)
1998
JOINT VENTURE
18.2
191,760
99.1
CIRCUIT CITY
2017
2037
BABIES R US
2012
2027
WORLD MARKET
2011
2026
AUSTIN
1998
FEE
15.4
157,852
90.5
HEB GROCERY
2006
2026
BROKERS NATIONAL LIFE
2013
AUSTIN
2003
JOINT VENTURE
10.8
108,028
100.0
FRY'S ELECTRONICS
2018
2048
BAYTOWN
1996
FEE
8.7
86,240
100.0
HOBBY LOBBY
2008
2018
ROSS DRESS FOR LESS
2012
2032
BEAUMONT (4)
2002
FEE
11.4
82,000
100.0
ROSS DRESS FOR LESS
2015
2035
BED BATH & BEYOND
2013
2033
SHOE CARNIVAL
2013
2023
BEAUMONT (4)
2005
FEE
5.6
44,000
100.0
JO-ANN FABRICS
2017
2037
COST PLUS
2016
2031
BROWNSVILLE (4)
2005
JOINT VENTURE
30.1
BURLESON (4)
2000
JOINT VENTURE
51.1
61,000
100.0
OLD NAVY
2010
2025
ULTA
2015
2025
BURLESON (4)
2003
JOINT VENTURE
13.6
44,000
100.0
OFFICE DEPOT
2020
2040
CORPUS CHRISTI
1997
GROUND LEASE (2065)
12.5
125,454
100.0
BEST BUY
2016
2030
ROSS DRESS FOR LESS
2011
2030
BED BATH & BEYOND
2018
2032
DALLAS
2002
JOINT VENTURE
5.0
49,701
100.0
CONN'S
2014
2034
DALLAS (8)
2002
JOINT VENTURE
9.6
125,195
89.2
TOM THUMB
2017
2032
TOM THUMB (GAS STATION)
2017
2032
DALLAS (5)
1969
JOINT VENTURE
75.0
DALLAS (7)
1998
FEE
6.8
83,867
100.0
ROSS DRESS FOR LESS
2007
2017
OFFICEMAX
2009
2024
BIG LOTS
2012
2032
EAST PLANO
1996
FEE
9.0
100,598
100.0
HOME DEPOT EXPO
2024
2054
FORT WORTH (4)
2003
JOINT VENTURE
45.5
152,000
100.0
MARSHALLS
2015
2035
ROSS DRESS FOR LESS
2016
2041
OFFICE DEPOT
2021
2041
GARLAND (7)
1998
JOINT VENTURE
6.3
62,000
100.0
OFFICE DEPOT
2011
2021
99 CENTS ONLY STORE
2009
2024
GARLAND
1996
FEE
8.8
103,600
100.0
NREL, INC.
2006
HARRIS COUNTY (13)
2005
JOINT VENTURE
11.4
144,066
100.0
BEST BUY
2015
2035
LINENS N THINGS
2015
2030
BARNES & NOBLE
2014
2029
HOUSTON (3)
1998
FEE
40.0
405,161
97.8
OSHMAN SPORTING
2009
2024
HOBBY LOBBY
2012
2022
BEL FURNITURE
2010
2015
HOUSTON
1997
FEE
8.0
113,831
85.1
HEB PANTRY STORE
2007
2027
PALAIS ROYAL
2007
2022
HOUSTON
1999
FEE
5.6
84,188
75.5
OFFICE DEPOT
2007
2022
METROPOLITAN FURNITURE
2013
2023
HOUSTON (8)
2003
JOINT VENTURE
17.1
185,332
90.0
ROSS DRESS FOR LESS
2013
2033
OFFICE DEPOT
2012
2032
OLD NAVY
2007
2022
HOUSTON (4)
2003
JOINT VENTURE
25.4
189,000
100.0
TJ MAXX
2015
2035
ROSS DRESS FOR LESS
2016
2036
BED BATH & BEYOND
2016
2041
HOUSTON (7)
2002
JOINT VENTURE
54.3
589,201
95.8
LOEWS THEATRES
2017
2047
HOBBY LOBBY
2016
2026
OSHMAN SPORTING
2017
2037
HOUSTON
1996
FEE
8.2
96,500
100.0
BURLINGTON COAT FACTORY
2019
2034
LAKE WORTH (4)
2003
JOINT VENTURE
29.6
220,000
100.0
HOBBY LOBBY
2020
2030
CIRCUIT CITY
2021
2036
ROSS DRESS FOR LESS
2016
2041
LAREDO (8) (3)
2004
JOINT VENTURE
25.1
251,381
98.6
TOYS "R" US
2018
2068
CINEMARK
2013
2033
LINENS N THINGS
2015
2030
LEWISVILLE
1998
FEE
11.2
74,837
93.1
BALLY TOTAL FITNESS
2007
2022
TALBOTS OUTLET
2007
2017
LEWISVILLE
1998
FEE
7.6
123,560
100.0
BABIES R US
2009
2027
BED BATH & BEYOND
2018
2033
BROYHILL HOME COLLECTIONS
2015
2025
LEWISVILLE
1998
FEE
9.4
93,668
68.4
DSW SHOE WAREHOUSE
2008
2028
PETLAND
2009
2019
LUBBOCK
1998
FEE
9.6
108,326
100.0
PETSMART
2015
2040
OFFICEMAX
2009
2029
BARNES & NOBLE
2010
2025
MESQUITE
1974
FEE
9.0
79,550
100.0
KROGER
2012
2037
MESQUITE
1998
FEE
15.0
209,766
89.2
BEST BUY
2009
2024
ASHLEY FURNITURE HOMESTORE
2007
2017
PETSMART
2007
2027
N. BRAUNFELS
2003
JOINT VENTURE
8.6
86,479
100.0
KOHL'S
2014
2064
PASADENA (7)
1999
JOINT VENTURE
15.1
169,190
100.0
PETSMART
2015
2030
OFFICEMAX
2014
2029
MICHAELS
2009
2024
PASADENA (7)
2001
JOINT VENTURE
24.6
241,097
99.2
BEST BUY
2012
2027
ROSS DRESS FOR LESS
2012
2032
MARSHALLS
2012
2027
PLANO
2005
FEE
0.0
149,343
100.0
HOME DEPOT
2026
RICHARDSON (7)
1998
JOINT VENTURE
11.7
115,579
79.5
OFFICEMAX
2011
2026
BALLY TOTAL FITNESS
2009
2019
FOX & HOUND
2012
2022
SAN ANTONIO (4)
1999
FEE
21.7
181,000
100.0
HOBBY LOBBY
2018
2033
BEALLS
2014
2024
ENGLAND CUSTOM FURNITURE
2015
2025
TEMPLE (13)
2005
JOINT VENTURE
27.5
274,786
88.1
HOBBY LOBBY
2021
2036
ROSS DRESS FOR LESS
2012
2037
GOODY'S FAMILY CLOTHING
2011
2021
WOODLANDS (4)
2002
JOINT VENTURE
34.0
399,000
100.0
BORDERS BOOKS
2024
2044
CINEMARK
2020
2040
TOMMY BAHAMA'S
2015
2030
32
Back to Contents
YEAR
DEVELOPED
OR
ACQUIRED
OWNERSHIP
INTEREST/
(EXPIRATION)
(2)
LAND
AREA
(ACRES)
LEASABLE
AREA
(SQ. FT.)
MAJOR LEASES
PERCENT
LEASED
LEASE
OPTION
LEASE
OPTION
LEASE
OPTION
LOCATION
(1)
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
UTAH
OGDEN
1967
FEE
11.4
142,628
100.0
COSTCO
2033
2073
VERMONT
MANCHESTER
2004
FEE
9.5
53,483
100.0
PRICE CHOPPERS
2011
VIRGINIA
ARLINGTON (11)
2004
FEE
16.8
337,429
97.9
COSTCO
2009
2044
MARSHALLS
2010
2025
BEST BUY CO.
2009
2024
BURKE (10)
2004
GROUND LEASE (2076)/ JOINT VENTURE
12.5
124,148
100.0
SAFEWAY
2020
2050
CVS
2021
2041
COLONIAL HEIGHTS
1996
FEE
6.1
60,909
100.0
BLOOM BROTHERS FURNITURE
2008
BOOKS-A-MILLION
2008
2015
DUMFRIES (12)
2005
JOINT VENTURE
0.2
1,702
100.0
FAIRFAX (7)
1998
JOINT VENTURE
37.0
323,262
100.0
HOME DEPOT
2013
2033
COSTCO
2011
2046
SPORTS AUTHORITY
2008
2013
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.5
4,842
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
3.2
32,000
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.2
2,454
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.4
3,650
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.4
4,261
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.3
3,000
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
1.1
10,578
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
1.0
10,002
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.8
8,000
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.5
5,126
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.7
6,818
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.5
4,800
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.3
2,909
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.6
6,000
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
1.1
11,097
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.7
7,200
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.8
8,027
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.6
6,100
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.6
5,540
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.7
7,241
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.3
3,076
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.6
5,892
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.5
5,020
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.7
7,256
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.5
4,828
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.3
3,000
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
3.3
33,179
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.4
3,822
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.3
3,028
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.4
4,352
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.7
7,000
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
1.0
10,125
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
1.0
10,125
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.2
2,170
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.7
7,200
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.2
1,762
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
0.8
7,993
100.0
FREDERICKSBURG (12)
2005
JOINT VENTURE
1.0
10,125
100.0
FREDERICKSBURG (8)
2004
JOINT VENTURE
11.2
141,857
100.0
KMART
2007
2032
HARRISONBURG
1993
FEE
5.3
HARRISONBURG (8) (3)
2004
JOINT VENTURE
12.3
150,404
91.3
KOHL'S
2024
2064
TOYS "R" US
2010
2040
HARRISONBURG (9)
2002
JOINT VENTURE
14.0
139,956
48.7
FARMER JACK
2007
2037
CVS
2007
2017
MANASSAS
1997
FEE
13.5
117,525
99.1
SUPER FRESH
2006
2026
JO-ANN FABRICS
2006
2011
MANASSAS (13)
2005
JOINT VENTURE
8.9
107,233
100.0
BURLINGTON COAT FACTORY
2009
2030
AUTO ZONE
2010
2025
RICHMOND
2002
FEE
8.5
84,683
100.0
BLOOM BROTHERS FURNITURE
2013
2023
RICHMOND
1995
FEE
11.5
128,612
100.0
BURLINGTON COAT FACTORY
2010
2035
RICHMOND
2005
GROUND LEASE (2056)/ JOINT VENTURE
14.6
127,801
99.1
UKROP'S
2010
2015
HARLEY DAVIDSON MOTORCYCLES
2006
2009
RICHMOND (12)
2005
JOINT VENTURE
0.3
3,060
100.0
ROANOKE
2004
FEE
7.7
81,789
100.0
DICK'S SPORTING GOODS
2019
2034
CIRCUIT CITY
2020
2040
ROANOKE (8)
2005
JOINT VENTURE
30.2
301,923
86.4
MICHAELS
2009
2019
MARSHALLS
2013
2033
ROSS DRESS FOR LESS
2016
2036
STAFFORD (12)
2005
JOINT VENTURE
0.4
4,211
100.0
STAFFORD (12)
2005
JOINT VENTURE
0.4
4,400
100.0
STAFFORD (12)
2005
JOINT VENTURE
0.7
7,310
100.0
STAFFORD (12)
2005
JOINT VENTURE
0.4
3,549
100.0
STAFFORD (12)
2005
JOINT VENTURE
9.9
101,042
100.0
GIANT FOOD
2027
2072
STAPLES
2017
2032
PETCO SUPPLIES & FISH
2012
2026
STAFFORD (13)
2005
JOINT VENTURE
30.8
331,730
96.8
SHOPPERS FOOD
2023
2053
TJ MAXX
2016
2036
ROSS DRESS FOR LESS
2015
2035
STERLING (11)
2004
FEE
103.3
737,503
100.0
WAL-MART
2021
2091
LOWE'S HOME CENTER
2021
2061
SAM'S
2021
2091
STERLING (8)
2003
JOINT VENTURE
38.1
361,079
98.9
TOYS "R" US
2012
2037
MICHAELS
2011
2026
CIRCUIT CITY
2017
2037
WOODBRIDGE
1973
GROUND LEASE (2072)/JOINT VENTURE
19.6
189,563
79.5
CAMPOS FURNITURE
2009
SALVATION ARMY
2009
2014
BOOT HILL
2011
WOODBRIDGE (7) (3)
1998
JOINT VENTURE
54.0
494,283
97.2
LOWE'S HOME CENTER
2012
2032
SHOPPERS FOOD
2009
2044
BEST BUY
2010
2025
WOODBRIDGE (8)
2004
JOINT VENTURE
27.6
272,174
87.5
LOWE'S HOME CENTER
2023
2053
ERNIE SULLINS
2006
WASHINGTON
BELLINGHAM (7)
1998
JOINT VENTURE
20.0
188,885
99.2
BON HOME STORE
2012
2022
BEST BUY
2017
2032
BED BATH & BEYOND
2012
2027
BELLEVUE (3)
2004
JOINT VENTURE
41.6
432,093
100.0
TARGET
2007
2037
MERVYN'S
2012
2037
NORDSTROM RACK
2012
2022
FEDERAL WAY (7)
2000
JOINT VENTURE
17.0
200,126
98.0
QFC
2015
2045
JO-ANN FABRICS
2010
2030
BARNES & NOBLE
2011
2026
SPOKANE (13)
2005
JOINT VENTURE
8.3
129,785
97.2
BED BATH & BEYOND
2011
2026
ROSS DRESS FOR LESS
2009
2019
RITE AID
2009
2039
TUKWILA (7)
2003
JOINT VENTURE
45.9
459,071
100.0
THE BON MARCHE
2009
2019
BEST BUY
2016
2031
GART SPORTS
2014
2029
VANCOUVER (4)
2003
JOINT VENTURE
32.5
77,000
100.0
OFFICE DEPOT
2015
2035
PETCO
2015
2025
PARTY CITY
2015
2025
WEST VIRGINIA
CHARLES TOWN
1985
FEE
22.0
209,086
97.6
WAL-MART
2017
2047
STAPLES
2006
HUNTINGTON
1993
FEE
19.5
2,400
100.0
MARTINSBURG
1986
FEE
6.0
43,212
SOUTH CHARLESTON
1999
FEE
14.8
188,833
95.8
KROGER
2008
2038
TJ MAXX
2011
2021
WISCONSIN
RACINE
1988
FEE
14.2
157,150
68.2
PIGGLY WIGGLY
2015
2030
BIG LOTS
2010
2015
CANADA
ALBERTA
SHOPPES @ SHAWNESSEY
2002
JOINT VENTURE
16.3
162,988
100.0
ZELLERS
2011
2096
SHAWNESSY CENTRE
2002
JOINT VENTURE
30.6
306,010
100.0
FUTURE SHOP (BEST BUY)
2009
2024
LINEN N THINGS
2015
2025
BUSINESS DEPOT (STAPLES)
2013
2028
BRENTWOOD
2002
JOINT VENTURE
31.2
312,331
100.0
CANADA SAFEWAY
2007
2032
SEARS WHOLE HOME
2010
2020
LINEN N THINGS
2016
2031
SOUTH EDMONTON COMMON
2002
JOINT VENTURE
42.9
428,745
100.0
HOME OUTFITTERS
2016
2031
LONDON DRUGS
2020
2057
MICHAELS
2011
2026
GRANDE PRAIRIE III
2002
JOINT VENTURE
6.3
63,413
100.0
MICHAELS
2011
2031
WINNERS (TJ MAXX)
2011
2026
JYSK LINEN
2012
2022
33
Back to Contents
YEAR
DEVELOPED
OR
ACQUIRED
OWNERSHIP
INTEREST/
(EXPIRATION)
(2)
LAND
AREA
(ACRES)
LEASABLE
AREA
(SQ. FT.)
MAJOR LEASES
PERCENT
LEASED
LEASE
OPTION
LEASE
OPTION
LEASE
OPTION
LOCATION
(1)
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
BRITISH COLUMBIA
TILLICUM
2002
JOINT VENTURE
45.7
457,169
99.6
ZELLERS
2013
2098
SAFEWAY
2023
2053
WINNERS (TJ MAXX)
2008
2023
PRINCE GEORGE
2001
JOINT VENTURE
37.3
372,725
95.2
OVERWAITEE
2018
2028
THE BAY
2013
2083
LONDON DRUGS
2017
2027
STRAWBERRY HILL
2002
JOINT VENTURE
33.3
332,817
99.2
HOME DEPOT
2016
2041
CINEPLEX ODEON
2014
2024
WINNERS (TJ MAXX)
2009
2024
MISSION
2001
JOINT VENTURE
25.7
256,592
98.8
OVERWAITEE
2018
2028
FAMOUS PLAYERS
2010
2030
LONDON DRUGS
2019
2046
ABBOTSFORD
2002
JOINT VENTURE
21.5
215,213
100.0
ZELLERS
2052
2082
PETSMART
2013
2033
WINNERS (TJ MAXX)
2008
2023
CLEARBROOK
2001
JOINT VENTURE
18.8
188,253
100.0
SAFEWAY
2007
2037
STAPLES
2012
2022
LANDMARK CINEMAS
2011
2021
SURREY
2001
JOINT VENTURE
17.1
170,725
97.6
CANADA SAFEWAY
2011
2061
LONDON DRUGS
2011
2021
LANGLEY POWER CENTER
2003
JOINT VENTURE
22.8
228,314
100.0
WINNERS (TJ MAXX)
2012
2027
MICHAELS
2011
2021
FUTURE SHOP (BEST BUY)
2012
2022
LANGLEY GATE
2002
JOINT VENTURE
15.2
151,802
100.0
SEARS
2008
2018
PETSMART
2008
2038
WINNERS (TJ MAXX)
2007
2017
ONTARIO
THICKSON RIDGE
2002
JOINT VENTURE
36.3
363,039
100.0
WINNERS (TJ MAXX)
2013
2023
FUTURE SHOP (BEST BUY)
2006
2016
SEARS WHOLE HOME
2012
2022
SHOPPERS WORLD ALBION
2002
JOINT VENTURE
34.9
349,399
100.0
CANADIAN TIRE
2014
2029
FORTINO'S
2010
2030
SHOPPERS WORLD DANFORTH
2002
JOINT VENTURE
32.9
328,820
99.8
ZELLERS
2009
2029
DOMINION
2018
2028
BUSINESS DEPOT (STAPLES)
2015
2030
LINCOLN FIELDS
2002
JOINT VENTURE
29.0
289,531
93.8
WAL MART
2010
2025
LOEB (GROUND)
2009
2024
CAA OTTAWA
2007
2015
404 TOWN CENTRE
2002
JOINT VENTURE
24.9
249,379
98.7
ZELLERS
2009
2024
A & P
2007
2027
NATIONAL GYM CLOTHING
2019
2024
SUDBURY
2002
JOINT VENTURE
38.9
389,213
100.0
FAMOUS PLAYERS
2019
2039
BUSINESS DEPOT (STAPLES)
2014
2024
CHAPTERS
2010
2030
CLARKSON CROSSING
2004
JOINT VENTURE
20.2
201,599
100.0
CANADIAN TIRE
2023
2043
A & P
2023
2048
GREEN LANE CENTRE
2003
JOINT VENTURE
16.0
160,231
100.0
LINEN N THINGS
2014
2029
MICHAELS
2013
2033
PETSMART
2014
2039
KENDALWOOD
2002
JOINT VENTURE
15.6
155,945
96.2
PRICE CHOPPER
2013
2038
VALUE VILLAGE
2008
2028
SHOPPERS DRUG MART
2011
2021
LEASIDE
2002
JOINT VENTURE
13.3
133,035
100.0
CANADIAN TIRE
2006
2036
FUTURE SHOP (BEST BUY)
2006
2021
PETSMART
2012
2037
DONALD PLAZA
2002
JOINT VENTURE
9.1
91,462
100.0
WINNERS (TJ MAXX)
2008
2023
ST. LAURANT
2002
JOINT VENTURE
12.6
125,984
98.0
ZELLERS
2017
2046
LOEB
2008
2023
BOULEVARD CENTRE III
2004
JOINT VENTURE
7.7
77,011
100.0
FOOD BASICS
2025
2055
RIOCAN GRAND PARK
2003
JOINT VENTURE
11.9
118,637
100.0
SHOPPERS DRUG MART
2018
2038
WINNERS (TJ MAXX)
2014
2024
BUSINESS DEPOT (STAPLES)
2011
2021
WALKER PLACE
2002
JOINT VENTURE
7.0
69,857
100.0
COMMISSO'S
2012
2032
SCARBOROUGH
2005
JOINT VENTURE
2.3
20,506
100.0
AGINCOURT NISSAN LIMITED
2020
SCARBOROUGH
2005
JOINT VENTURE
1.8
13,433
100.0
MORNINGSIDE NISSAN LIMITED
2020
MARKETPLACE TORONTO
2002
JOINT VENTURE
16.4
164,121
100.0
WINNERS (TJ MAXX)
2014
MARK'S WORK WEARHOUSE
2015
SEARS APPLIANCE
2015
SUDBURY(4)
2004
JOINT VENTURE
14.1
170,000
100.0
WINNERS (TJ MAXX)
2015
LINEN N THINGS
2016
MICHAELS
2015
PRINCE EDWARD ISLAND
CHARLOTTETOWN
2002
JOINT VENTURE
39.0
389,936
98.9
ZELLERS
2019
2079
WINNERS (TJ MAXX)
2009
2019
WEST ROYALTY FITNESS
2010
2015
QUEBEC
GREENFIELD PARK
2002
JOINT VENTURE
36.4
364,003
100.0
WINNERS (TJ MAXX)
2011
2021
BUREAU EN GROS (STAPLES)
2007
2022
GUZZO CINEMA
2019
2039
JACQUES CARTIER
2002
JOINT VENTURE
21.3
213,461
96.4
GUZZO CINEMA
2010
2040
VALUE VILLAGE
2008
2028
IGA
2012
2022
CHATEAUGUAY
2002
JOINT VENTURE
21.1
211,391
99.2
SUPER C
2008
2028
HART
2015
2025
MEXICO
SALTILLO PLAZA
2002
JOINT VENTURE
17.5
174,704
99.3
HEB
NUEVO LEON
2002
JOINT VENTURE
26.7
267,322
91.9
HEB
JUAREZ
2003
JOINT VENTURE
24.0
240,224
81.9
SORIANA
SAN LUIS
2004
FEE
12.2
121,943
95.9
HEB
ACAPULCO
2005
FEE
17.0
170,223
100.0
WAL-MART
CANCUN
2005
FEE
9.2
92,152
87.9
WAL-MART
HUEHUETOCA (4)
2004
JOINT VENTURE
9.8
144,000
100.0
WAL-MART
REYNOSA (4)
2004
JOINT VENTURE
16.4
326,000
100.0
HEB
PACHUCA (4)
2005
JOINT VENTURE
13.7
102,000
100.0
HOME DEPOT
SALTILLO (4)
2005
FEE
25.8
149,000
100.0
HEB
PACHUCA (4)
2005
FEE
11.2
120,000
100.0
WAL-MART
TUXTEPEC (4)
2005
JOINT VENTURE
5.3
104,000
100.0
WAL-MART
GUADALAJARA (4)
2005
JOINT VENTURE
24.0
291,000
100.0
WAL-MART
GUADALAJARA (4)
2005
JOINT VENTURE
11.5
69,000
100.0
WAL-MART
TLALNEPANTLA (4)
2005
JOINT VENTURE
14.7
195,000
100.0
WAL-MART
TIJUANA (4)
2005
JOINT VENTURE
38.7
182,000
100.0
WAL-MART
MEXICO CITY (4)
2005
FEE
0.9
22,000
100.0
MERCEDES BENZ
TOTAL 744 PROPERTY INTERESTS
11,963
103,284,815
ACQUISITIONS SUBSEQUENT TO DECEMBER 31, 2005 THROUGH FEBRUARY 6, 2006
CALIFORNIA
CHICO
2006
FEE
2.0
19,560
100.0
CORNING
2006
FEE
1.1
11,350
100.0
ELK GROVE
2006
FEE
3.0
30,130
100.0
ELK GROVE
2006
FEE
0.8
7,880
100.0
JACKSON
2006
FEE
6.8
67,665
100.0
RALEY'S SUPERMARKETS
2024
JACKSON
2006
FEE
9.9
23,100
100.0
MANTECA
2006
FEE
1.9
19,455
100.0
MERCED
2006
FEE
4.0
27,350
100.0
NAPA
2006
FEE
35.0
349,530
100.0
TARGET
2020
HOME DEPOT
2018
RALEY'S SUPERMARKETS
2020
POLLOCK PINES
2006
FEE
1.2
12,000
100.0
RED BLUFF
2006
FEE
2.3
23,200
89.7
REDDING
2006
FEE
2.2
21,876
100.0
SACRAMENTO
2006
FEE
2.0
20,103
100.0
STOCKTON
2006
FEE
4.6
45,615
100.0
TRUCKEE
2006
FEE
2.7
26,553
77.5
TURLOCK
2006
FEE
2.2
22,415
100.0
HAWAII
KIHEI
2006
FEE
1.8
17,897
100.0
NEVADA
RENO
2006
FEE
3.1
31,317
100.0
RENO
2006
FEE
3.7
36,627
100.0
TEXAS
HOUSTON
2006
JOINT VENTURE
35.0
350,398
96.5
MICHAELS
2011
MARSHALLS
2011
BED BATH & BEYOND
2012
ALLEN
2006
JOINT VENTURE
2.1
21,162
100.0
COLLEYVILLE
2006
JOINT VENTURE
2.0
20,188
100.0
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YEAR
DEVELOPED
OR
ACQUIRED
OWNERSHIP
INTEREST/
(EXPIRATION)
(2)
LAND
AREA
(ACRES)
LEASABLE
AREA
(SQ. FT.)
MAJOR LEASES
PERCENT
LEASED
LEASE
OPTION
LEASE
OPTION
LEASE
OPTION
LOCATION
(1)
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
TENANT NAME
EXPIRATION
EXPIRATION
DISPOSITIONS SUBSEQUENT TO DECEMBER 31, 2005 THROUGH FEBRUARY 6, 2006
ILLINOIS
CHICAGO
1997
FEE
6.0
86,894
100.0
KMART
2024
2054
NORTH CAROLINA
WILSON (9) (6)
2002
JOINT VENTURE
16.7
167,207
11.4
RETAIL STORE LEASES (14)
1995/ 1997
LEASEHOLD
2,009,119
99.9
OTHER REAL ESTATE INVESTMENTS
AI PORTFOLIO (VARIOUS CITIES)
2005
JOINT VENTURE
128.5
5,671,130
100.0
GOODYEAR
THREE NON-RETAIL ASSETS
2005
20.6
898,288
100.0
GRAND TOTAL 847 PROPERTY INTERESTS
12,070
112,814,622
(15
)
(1)
PERCENT LEASED INFORMATION AS OF DECEMBER 31, 2005 OR DATE OF ACQUISITION IF ACQUIRED SUBSEQUENT TO DECEMBER 31, 2005.
(2)
THE TERM "JOINT VENTURE" INDICATES THAT THE COMPANY OWNS THE PROPERTY IN CONJUNCTION WITH ONE OR MORE JOINT VENTURE PARTNERS. THE DATE INDICATED IS THE EXPIRATION
DATE OF ANY GROUND LEASE AFTER GIVING AFFECT TO ALL RENEWAL PERIODS.
(3)
DENOTES REDEVELOPMENT PROJECT.
(4)
DENOTES GROUND-UP DEVELOPMENT PROJECT. THE SQUARE FOOTAGE SHOWN REPRESENTS THE COMPLETED LEASEABLE AREA.
(5)
DENOTES UNDEVELOPED LAND.
(6)
SOLD OR TERMINATED SUBSEQUENT TO DECEMBER 31, 2005.
(7)
DENOTES PROPERTY INTEREST IN KIMCO INCOME REIT ("KIR").
(8)
DENOTES PROPERTY INTEREST IN KIMCO RETAIL OPPORTUNITY PORTFOLIO ("KROP").
(9)
DENOTES PROPERTY INTEREST IN KIMSOUTH REALTY, INC.
(10)
DENOTES PROPERTY INTEREST IN KIMCO INCOME FUND I.
(11)
DENOTES PROPERTY INTEREST IN PL REALTY LLC.
(12)
DENOTES PROPERTY INTEREST IN OTHER INSTITUTIONAL PROGRAMS.
(13)
DENOTES PROPERTY INTEREST IN UBS.
(14)
THE COMPANY HOLDS INTERESTS IN 22 RETAIL STORE LEASES RELATED TO THE ANCHOR STORE PREMISES IN NEIGHBORHOOD AND COMMUNITY SHOPPING CENTERS.
(15)
DOES NOT INCLUDE 43 FNC REALTY PROPERTIES COMPRISING OF 803K SQUARE FEET, 156 PREFERRED EQUITY INTERESTS CONSISTING OF APPROXIMATELY 12.1 MILLION SQUARE FEET AND 9.8 MILLION SQUARE FEET OF PROJECTED LEASEABLE AREA RELATED TO THE GROUND-UP DEVELOPMENT PROJECTS.
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Executive Officers of the Registrant
The following table sets forth information with respect to the executive officers of the Company as of January 31, 2006.
Name
Age
Position
Since
Milton Cooper
77
Chairman of the Board of
Directors and Chief
Executive Officer
1991
Michael J. Flynn
70
Vice Chairman of the
Board of Directors and
President and Chief
Operating Officer
1996
1997
David B. Henry
57
Vice Chairman of the
Board of Directors and
Chief Investment Officer
2001
Thomas A. Caputo
59
Executive Vice President
2000
Glenn G. Cohen
42
Vice President -
Treasurer
2000
1997
Raymond Edwards
43
Vice President
Retail Property Solutions
2001
Jerald Friedman
61
President, KDI and
Executive Vice President
2000
1998
Bruce M. Kauderer
59
Vice President Legal
General Counsel and
Secretary
1995
1997
Michael V. Pappagallo
47
Executive Vice President -
Chief Financial Officer
2005
1997
David B. Henry has been Chief Investment Officer since April 2001 and Vice Chairman of the Board of Directors since May 2001. Mr. Henry served as the Chief Investment Officer and Senior Vice President of General Electrics GE Capital Real Estate business and Chairman of GE Capital Investment Advisors for more than five years prior to joining the Company.
Raymond Edwards has been Vice President Retail Property Solutions since July 2001. Prior to joining the Company in July 2001, Mr. Edwards was Senior Vice President, Managing Director of SBC Group from 1998 to July 2001. SBC Group is a privately held company that acquires and invests in assets of retail companies. Previously, Mr. Edwards worked for 13 years at Keen Realty Consultants Inc. responsible for the marketing and disposition of real estate for retail operators including Caldor, Bonwit Teller, Alexanders and others.
The executive officers of the Company serve in their respective capacities for approximate one-year terms and are subject to re-election by the Board of Directors, generally at the time of the Annual Meeting of the Board of Directors following the Annual Meeting of Stockholders.
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PART II
Item 5. Market for the Registrants Common Equity and Related Shareholder Matters
Market Information
The following table sets forth the common stock offerings completed by the Company during the three-year period ended December 31, 2005. The Companys common stock was sold for cash at the following offering prices per share:
Offering Date
Offering Price
June 2003
$ 18.36
September 2003
$ 20.42
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 Companys common stock. The Companys common stock is traded under the trading symbol KIM.
Stock Price
Period
High
Low
Dividends
2005:
First Quarter
$
29.09
$
25.90
$
0.305
Second Quarter
$
30.00
$
26.17
$
0.305
Third Quarter
$
33.35
$
29.19
$
0.330
Fourth Quarter
$
33.21
$
27.81
$
0.330
(a)
2004:
First Quarter
$
25.66
$
21.88
$
0.285
Second Quarter
$
25.60
$
19.77
$
0.285
Third Quarter
$
25.90
$
22.42
$
0.285
Fourth Quarter
$
29.64
$
25.27
$
0.305
(a)
Paid on January 17, 2006, to stockholders of record on January 3, 2006.
Holders
The number of holders of record of the Companys common stock, par value $0.01 per share, was 2,243 as of January 31, 2006.
Dividends
Since the IPO, the Company has paid regular quarterly dividends to its stockholders. While the Company intends to continue paying regular quarterly dividends, future dividend declarations will be at the discretion of the Board of Directors and will depend on the actual cash flow of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The Company is required by the Internal Revenue Code of 1986, as amended, to distribute at least 90% of its REIT taxable income. The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from rental properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to the Company and any unanticipated capital expenditures.
The Company has determined that the $1.25 dividend per common share paid during 2005 represented 86% ordinary income and a 14% capital gain to its stockholders and the $1.14 dividend per common share paid during 2004 represented 83% ordinary income and 17% 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 Companys 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 Companys 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 Managements Discussion and Analysis of Financial Condition and Results of Operations and Notes 11 and 16 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.
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The Company does not believe that the preferential rights available to the holders of its Class F Preferred Stock, the financial covenants contained in its public bond Indenture, as amended, or its revolving credit agreements will have an adverse impact on the Companys 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 Companys common stock or, through optional cash payments, purchase shares of the Companys 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.
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 Managements 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.
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Year ended December 31, (2)
2005
2004
2003
2002
2001
(in thousands, except per share information)
Operating Data:
Revenues from rental property (1)
$
522,545
$
507,641
$
466,225
$
419,038
$
415,064
Interest expense (3)
$
127,711
$
107,177
$
102,391
$
84,885
$
86,088
Depreciation and amortization (3)
$
105,942
$
99,616
$
83,212
$
68,096
$
65,761
Gain on sale of development properties
$
33,636
$
16,835
$
17,495
$
15,880
$
13,418
Gain on transfer/sale of operating properties,net (3)
$
2,833
$
$
3,177
$
$
3,040
Provision for income taxes
$
11,254
$
8,320
$
8,514
$
12,904
$
19,376
Income from continuing operations
$
334,083
$
281,019
$
243,586
$
235,610
$
210,875
Income per common share, from continuing operations:
Basic
$
1.42
$
1.21
$
1.03
$
1.04
$
0.97
Diluted
$
1.40
$
1.19
$
1.02
$
1.03
$
0.95
Weighted average number of shares of common stock:
Basic
226,641
222,859
214,184
208,916
192,634
Diluted
230,868
227,143
217,540
210,922
202,326
Cash dividends declared per common share
$
1.27
$
1.16
$
1.10
$
1.05
$
0.98
December 31,
2005
2004
2003
2002
2001
Balance Sheet Data:
Real estate, before accumulated depreciation
$
4,560,406
$
4,092,222
$
4,174,664
$
3,398,971
$
3,201,364
Total assets
$
5,534,636
$
4,749,597
$
4,641,092
$
3,758,350
$
3,387,342
Total debt
$
2,691,196
$
2,118,622
$
2,154,948
$
1,576,982
$
1,328,079
Total stockholders' equity
$
2,387,214
$
2,236,400
$
2,135,846
$
1,908,800
$
1,892,647
Cash flow provided by operations
$
410,797
$
365,176
$
308,632
$
278,931
$
287,444
Cash flow used for investing activities
$
(716,015
)
$
(299,597
)
$
(637,636
)
$
(396,655
)
$
(150,059
)
Cash flow provided by (used for) financing activities
$
343,271
$
(75,647
)
$
341,330
$
59,839
$
(62,635
)
(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, 2005, 2004, 2003 and 2002 and properties classified as held for sale as of December 31, 2005, which are reflected in discontinued operations in the Consolidated Statements of Income.
(3)
Does not include amounts reflected in discontinued operations.
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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this annual report on Form 10-K. Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in the Consolidated Financial Statements, including trends which might appear, should not be taken as indicative of future operations.
Executive Summary
Kimco Realty Corporation is one of the nations largest publicly-traded owners and operators of neighborhood and community shopping centers. As of February 6, 2006, the Company had interests in 1,046 properties totaling approximately 135.5 million square feet of GLA located in 44 states, Canada and Mexico.
The Company is self-administered and self-managed through present management, which has owned and managed neighborhood and community shopping centers for over 45 years. The executive officers are engaged in the day-to-day management and operation of real estate exclusively with the Company, with nearly all operating functions, including leasing, asset management, maintenance, construction, legal, finance and accounting, administered by the Company.
In connection with the Tax Relief Extension Act of 1999 (the RMA), which became effective January 1, 2001, the Company is now permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a Real Estate Investment Trust (REIT), so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations. As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real estate-related opportunities including (i) merchant building, through its Kimco Developers, Inc. (KDI) subsidiary, which is primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate advisory and disposition services, which primarily focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers and (iii) acting as an agent or principal in connection with tax deferred exchange transactions. The Company will consider other investments through taxable REIT subsidiaries should suitable opportunities arise.
In addition, the Company continues to capitalize on its established expertise in retail real estate by establishing other ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support for those properties. The Company also provides preferred equity capital for real estate entrepreneurs and provides real estate capital and advisory services to both healthy and distressed retailers. The Company also makes selective investments in secondary market opportunities where a security or other investment is, in managements judgment, priced below the value of the underlying real estate.
The Companys strategy is to maintain a strong balance sheet while investing opportunistically and selectively. The Company intends to continue to execute its plan of delivering solid growth in earnings and dividends. As a result of the improved 2005 performance, the Board of Directors increased the quarterly dividend per common share to $0.33 from $0.305, effective for the fourth quarter of 2005.
Critical Accounting Policies
The Consolidated Financial Statements of the Company include the accounts of the Company, its wholly-owned subsidiaries and all entities in which the Company has a controlling interest including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the provisions and guidance of Interpretation No. 46 (R), Consolidation of Variable Interest Entities or meets certain criteria of a sole general partner or managing member in accordance with Emerging Issues Task Force (EITF) Issue 04-5, Investors Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (EITF 04-5). The 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
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consideration to materiality. The most significant assumptions and estimates relate to revenue recognition and the recoverability of trade accounts receivable, depreciable lives and valuation of real estate. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.
Revenue Recognition and Accounts Receivable
Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recorded once the required sales level is achieved. Operating expense reimbursements are recognized as earned. Rental income may also include payments received in connection with lease termination agreements. In addition, leases typically provide for reimbursement to the Company of common area maintenance, real estate taxes and other operating expenses.
The Company makes estimates of the uncollectability of its accounts receivable related to base rents, expense reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. The Companys reported net income is directly affected by managements estimate of the collectability of accounts receivable.
Real Estate
The Companys investments in real estate properties are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve and extend the life of the asset, are capitalized.
Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building and improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships) and assumed debt in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations. Based on these estimates, the Company allocates the purchase price to the applicable assets and liabilities. The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:
Buildings
15 to 50 years
Fixtures, building and leasehold improvements
(including certain identified intangible assets)
Terms of leases or useful lives,
whichever is shorter
The Company is required to make subjective assessments as to the useful lives of its properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on the Companys net income.
Real estate under development on the Companys Consolidated Balance Sheets represents ground-up development of neighborhood and community shopping center projects which are subsequently sold upon completion. These assets are carried at cost and no depreciation is recorded. 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 managements opinion, the estimated net sales price of these assets is less than the net carrying value, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property. A gain on the sale of these assets is generally recognized using the full accrual method in accordance with the provisions of SFAS No. 66, Accounting for Real Estate Sales.
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Long Lived Assets
On a periodic basis, management assesses whether there are any indicators 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 managements estimate of current and projected operating cash flows (undiscounted and without interest charges) of the property over its remaining useful life is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income, trends, and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property.
When a real estate asset is identified by management as held for sale, the Company ceases depreciation of the asset and estimates the sales price of such asset net of selling costs. If, in managements 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.
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 and other investments. The Companys reported net income is directly affected by managements estimate of impairments and/or valuation allowances.
Results of Operations
Comparison 2005 to 2004
Revenues from rental property increased $14.9 million or 2.9% to $522.5 million for the year ended December 31, 2005, as compared with $507.6 million for the year ended December 31, 2004. This net increase resulted primarily from the combined effect of (i) acquisitions during 2005 and 2004 providing incremental revenues of $33.8 million for the year ended December 31, 2005, and (ii) an overall increase in shopping center portfolio occupancy to 94.6% at December 31, 2005, as compared to 93.6% at December 31, 2004 and the completion of certain redevelopment projects and tenant buyouts providing incremental revenues of approximately $18.1 million for the year ended December 31, 2005, as compared to the corresponding periods last year, offset by (iii) a decrease in revenues of approximately $37.0 million for the year ended December 31, 2005, as compared to the corresponding period last year, resulting from the sale of certain properties and the transfer of operating properties to various unconsolidated joint venture entities during 2005 and 2004.
Rental property expenses, including depreciation and amortization, increased approximately $14.0 million or 6.1% to $243.9 million for the year ended December 31, 2005, as compared with $229.9 million for the preceding year. These increases are primarily due to operating property acquisitions during 2005 and 2004, which were partially offset by property dispositions and operating properties transferred to various unconsolidated joint venture entities.
Mortgage and other financing income increased $12.6 million to $27.6 million for the year ended December 31, 2005, as compared to $15.0 million for the year ended December 31, 2004. This increase primarily relates to a $14.0 million prepayment fee received by the Company relating to the early repayment by Shopko of its outstanding loan with the Company.
Management and other fee income increased approximately $5.0 million to $30.5 million for the year ended December 31, 2005, as compared to $25.4 million in the corresponding period in 2004. This increase is primarily due to incremental fees earned from growth in the co-investment programs.
General and administrative expenses increased approximately $12.6 million to $56.8 million for the year ended December 31, 2005, as compared to $44.2 million in the preceding calendar year. This increase is primarily due to (i) a $1.4 million increase in professional fees, due in part to compliance with section 404 of the Sarbanes-Oxley Act, (ii) a $3.0 million increase due to the expensing of the value attributable to stock options granted, and (iii) increased personnel and systems related costs associated with the growth of the Company.
Interest, dividends and other investment income increased approximately $9.6 million to $28.4 million for the year ended December 31, 2005, as compared to $18.7 million in 2004. This increase is primarily due to greater dividend income and realized gains on the sale
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of certain marketable securities during 2005 as compared to the preceding year.
Interest expense increased $20.5 million to $127.7 million for the year ended December 31, 2005, as compared with $107.2 million for the year ended December 31, 2004. This increase is primarily due to an overall increase in average borrowings outstanding during the year ended December 31, 2005, as compared to the preceding year, resulting from the funding of investment activity during 2005.
Income from other real estate investments increased $27.8 million to $57.9 million for the year ended December 31, 2005, as compared to $30.1 million for the preceding year. This increase is primarily due to increased investment in the Companys Preferred Equity program, which contributed income of $32.8 million during 2005, including an aggregate of approximately $12.6 million of promoted interests earned from six capital transactions during 2005, as compared to $11.4 million in 2004.
Equity in income of real estate joint ventures, net increased $21.1 million to $77.5 million for the year ended December 31, 2005, as compared with $56.4 million for the corresponding period in 2004. This increase is primarily attributable to (i) the increased equity in income from the Kimco Income REIT joint venture investment (KIR) resulting from the sale of two operating properties during 2005 which provided an aggregate gain of $20.2 million, of which the pro-rata share to the Company was $8.7 million, (ii) increased equity in income in three joint venture investments resulting from the sale of two operating properties and one development property during 2005, which provided aggregate gains of approximately $17.9 million, of which the pro-rata share to the Company was approximately $8.8 million, and (iii) the Companys growth of its various other real estate joint ventures. The Company has made additional capital investments in these and other joint ventures for the acquisition of additional shopping center properties throughout 2005 and 2004.
During 2005, KDI, the Companys wholly-owned development taxable REIT subsidiary, in separate transactions, sold six recently completed projects and 41 out-parcels for approximately $264.1 million. These sales provided gains of approximately $22.8 million, net of income taxes of approximately $10.8 million.
During 2004, KDI, the Companys wholly-owned development taxable REIT subsidiary, in separate transactions, sold five recently completed projects, three completed phases of projects and 28 out-parcels for approximately $169.4 million. These sales provided gains of approximately $12.4 million, net of income taxes of approximately $4.4 million.
During 2005, the Company (i) disposed of, in separate transactions, 20 operating properties for an aggregate sales price of approximately $93.3 million, (ii) transferred three operating properties to KROP for an aggregate price of approximately $49.0 million, (iii) transferred 52 operating properties to various joint ventures in which the Company has non-controlling interests ranging from 15% to 50% for an aggregate price of approximately $183.1 million. For the year ended December 31, 2005, these transactions resulted in gains of approximately $31.9 million and a loss on sale/transfer from four of the properties for $5.2 million.
During 2004, the Company (i) disposed of, in separate transactions, 16 operating properties and one ground lease for an aggregate sales price of approximately $81.1 million, including the assignment of approximately $8.0 million of non-recourse mortgage debt encumbering one of the properties; cash proceeds of approximately $16.9 million from the sale of two of these properties were used in a 1031 exchange to acquire shopping center properties located in Roanoke, VA, and Tempe, AZ, (ii) transferred 17 operating properties to KROP for an aggregate price of approximately $197.9 million and (iii) transferred 21 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30% for an aggregate price of approximately $491.2 million. For the year ended December 31, 2004, these dispositions resulted in gains of approximately $15.8 million and a loss on sale from three of the properties of approximately $5.1 million.
As part of the Companys periodic assessment of its real estate properties with regard to both the extent to which such assets are consistent with the Companys long-term real estate investment objectives and the performance and prospects of each asset, the Company determined in 2004 that its investment in an operating property comprised of approximately 0.1 million square feet of GLA, with a net book value of $3.8 million, might not be fully recoverable. Based upon managements assessment of current market conditions and lack of demand for the property, the Company reduced its anticipated holding period of this investment. As a result of the reduction in the anticipated holding period, together with reassessment of the potential future operating cash flow for the property and the effects of current market conditions, the Company determined that its investment in this asset was
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not fully recoverable and recorded an adjustment of property carrying value of approximately $3.0 million in 2004. This adjustment was included, along with the related property operations in the line Income from discontinued operating properties, in the Companys Consolidated Statements of Income.
For those property dispositions for which SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144) is applicable, the operations and gain or loss on the sale of the property have been included in the caption Discontinued operations in the Companys Consolidated Statements of Income.
Net income for the year ended December 31, 2005, was $363.6 million, compared to $297.1 million for the year ended December 31, 2004. On a diluted per share basis, net income increased $0.26 to $1.52 for the year ended December 31, 2005, as compared to $1.26 for the previous year. This increase is attributable to (i) increased income from other real estate investments, primarily from the Companys Preferred Equity program, (ii) an increase in equity in income of real estate joint ventures achieved from gains on sales of joint venture operating properties and additional capital investments in the Companys joint venture programs for the acquisition of additional shopping center properties throughout 2005 and 2004, (iii) increased income contributed from mortgage and other financing receivables as compared to last year and (iv) increased gains on sale/transfer of development and operating properties during 2005, as compared to the same period during 2004.
Comparison 2004 to 2003
Revenues from rental property increased $41.4 million or 8.9% to $507.6 million for the year ended December 31, 2004, as compared with $466.2 million for the year ended December 31, 2003. This net increase resulted primarily from the combined effect of (i) acquisitions during 2004 and 2003 providing incremental revenues of $40.4 million for the year ended December 31, 2004, and (ii) an overall increase in shopping center portfolio occupancy to 93.6% at December 31, 2004, as compared to 90.7% at December 31, 2003 and the completion of certain redevelopment projects and tenant buyouts providing incremental revenues of approximately $16.6 million for the year ended December 31, 2004, as compared to the corresponding periods last year, offset by (iii) a decrease in revenues of approximately $15.6 million for the year ended December 31, 2004, as compared to the corresponding period last year, resulting from the sale of certain properties and the transfer of operating properties to various unconsolidated joint venture entities during 2004 and 2003.
Rental property expenses, including depreciation and amortization, increased approximately $26.3 million or 12.9% to $229.9 million for the year ended December 31, 2004, as compared with $203.5 million for the preceding year. This increase was primarily due to operating property acquisitions during 2004 and 2003, which were partially offset by property dispositions and operating properties transferred to various unconsolidated joint venture entities.
Mortgage and other financing income decreased $3.8 million to $15.0 million for the year ended December 31, 2004, as compared to $18.9 million for the year ended December 31, 2003. This decrease was primarily due to lower interest and financing income earned related to certain real estate lending activities during 2004 as compared to the preceding year.
Management and other fee income increased approximately $10.1 million to $25.4 million for the year ended December 31, 2004, as compared to $15.3 million in the corresponding period in 2003. This increase was primarily due to incremental fees earned from growth in the co-investment programs and fees earned from disposition services provided to various retailers.
General and administrative expenses increased approximately $5.9 million to $44.2 million for the year ended December 31, 2004, as compared to $38.3 million in the preceding calendar year. This increase was primarily due to (i) a $0.9 million increase in professional fees, mainly attributable to compliance with section 404 of the Sarbanes-Oxley Act, (ii) a $1.6 million increase due to the expensing of the value attributable to stock options granted, (iii) increased staff levels related to the growth of the Company and (iv) other personnel-related costs, associated with a realignment of our regional operations.
Other income/(expense), net increased approximately $14.2 million to $10.1 million for the year ended December 31, 2004, as compared to the preceding year. This increase was primarily due to a prior-year write-down in the carrying value of the Companys equity investment in Franks Nursery, Inc., offset by increased income in 2004 from other equity investments.
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Interest expense increased $4.8 million to $107.2 million for the year ended December 31, 2004, as compared with $102.4 million for the year ended December 31, 2003. This increase was primarily due to an overall increase in average borrowings outstanding during the year ended December 31, 2004, as compared to the preceding year, resulting from the funding of investment activity during 2004.
During 2003, the Company reached agreement with certain lenders in connection with three individual non-recourse mortgages encumbering three former Kmart sites. The Company paid approximately $14.2 million in full satisfaction of these loans, which aggregated approximately $24.0 million. As a result of these transactions, the Company recognized a gain on early extinguishment of debt of approximately $9.7 million during 2003.
Income from other real estate investments increased $7.3 million to $30.1 million for the year ended December 31, 2004, as compared to $22.8 million for the preceding year. This increase was primarily due to increased investment in the Companys Preferred Equity program, which contributed income of $11.4 million during 2004, as compared to $4.6 million in 2003.
Equity in income of real estate joint ventures, net increased $14.1 million to $56.4 million for the year ended December 31, 2004, as compared with $42.3 million for the preceding year. This increase was primarily attributable to the equity in income from the increased investment in the RioCan joint venture investment (RioCan Venture), the Kimco Retail Opportunity Portfolio joint venture investment (KROP) and the Companys growth of its various other real estate joint ventures. The Company had made additional capital investments in these and other joint ventures for the acquisition of additional shopping center properties throughout 2004 and 2003.
During 2004, KDI, the Companys wholly-owned development taxable REIT subsidiary, in separate transactions, sold 28 out-parcels, three completed phases of projects and five recently completed projects for approximately $169.4 million. These sales provided gains of approximately $12.4 million, net of income taxes of approximately $4.4 million.
During the year ended December 31, 2003, KDI sold four projects and 26 out-parcels, in separate transactions, for approximately $134.6 million which resulted in gains of approximately $10.5 million, net of income taxes of $7.0 million.
During 2004, the Company (i) disposed of, in separate transactions, 16 operating properties and one ground lease for an aggregate sales price of approximately $81.1 million, including the assignment of approximately $8.0 million of non-recourse mortgage debt encumbering one of the properties; cash proceeds of approximately $16.9 million from the sale of two of these properties were used in a 1031 exchange to acquire shopping center properties located in Roanoke, VA, and Tempe, AZ, (ii) transferred 17 operating properties to KROP for an aggregate price of approximately $197.9 million and (iii) transferred 21 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30% for an aggregate price of approximately $491.2 million. For the year ended December 31, 2004, these dispositions resulted in gains of approximately $15.8 million and a loss on sale from three of the properties of approximately $5.1 million.
As part of the Companys periodic assessment of its real estate properties with regard to both the extent to which such assets are consistent with the Companys long-term real estate investment objectives and the performance and prospects of each asset, the Company determined in 2004 that its investment in an operating property comprised of approximately 0.1 million square feet of GLA, with a net book value of $3.8 million, might not be fully recoverable. Based upon managements assessment of current market conditions and lack of demand for the property, the Company reduced its anticipated holding period of this investment. As a result of the reduction in the anticipated holding period, together with reassessment of the potential future operating cash flow for the property and the effects of current market conditions, the Company determined that its investment in this asset was not fully recoverable and recorded an adjustment of property carrying value of approximately $3.0 million in 2004. This adjustment was included, along with the related property operations in the line Income from discontinued operating properties, in the Companys Consolidated Statements of Income.
During 2003, the Company disposed of, in separate transactions, (i) ten operating shopping center properties for an aggregate sales price of approximately $119.1 million, including the assignment of approximately $1.7 million of mortgage debt encumbering one of the properties, (ii) two regional malls for an aggregate sales price of approximately $135.6
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million, (iii) one out-parcel for a sales price of approximately $8.1 million, (iv) transferred three operating properties to KROP for a price of approximately $144.2 million, (v) transferred an operating property to a newly formed joint venture in which the Company has a non-controlling 10% interest for a price of approximately $21.9 million and (vi) terminated four leasehold positions in locations where a tenant in bankruptcy had rejected its lease. These transactions resulted in gains of approximately $50.8 million.
During 2003, the Company identified two operating properties, comprised of approximately 0.2 million square feet of GLA, as Held for Sale in accordance with SFAS No. 144. The book value of these properties, aggregating approximately $19.5 million, net of accumulated depreciation of approximately $2.0 million, exceeded their estimated fair value. The Companys determination of the fair value of these properties, aggregating approximately $15.4 million, was based upon contracts of sale with third parties less estimated selling costs. As a result, the Company recorded an adjustment of property carrying values of $4.0 million. This adjustment was included, along with the related property operations for the current and comparative years, in the caption Income from discontinued operations in the Companys Consolidated Statements of Income.
For those property dispositions for which SFAS No. 144 was applicable, the operations and gain or loss on the sale of the property have been included in the caption Discontinued operations in the Companys Consolidated Statements of Income.
Income from continuing operations for the year ended December 31, 2004, was $281.0, compared to $243.6 million for the year ended December 31, 2003. On a diluted per share basis, income from continuing operations improved $0.17 to $1.19 for the year ended December 31, 2004, as compared to $1.02 for the preceding year. This improved performance was primarily attributable to (i) the incremental operating results from the acquisition of operating properties during 2004 and 2003, including the Mid-Atlantic Realty Trust transaction, (ii) an increase in equity in income of real estate joint ventures resulting from additional capital investments in the RioCan Venture, KROP and other joint venture investments for the acquisition of additional shopping center properties during 2004 and 2003, (iii) an increase in management and other fee income related to the growth in the co-investment programs, (iv) increased income from other real estate investments and (v) significant leasing within the portfolio, which improved operating profitability.
Net income for the year ended December 31, 2004, was $297.1 million, compared to $307.9 million for the year ended December 31, 2003. On a diluted per share basis, net income decreased $0.05 to $1.26 for the year ended December 31, 2004, as compared to $1.31 for the year ended December 31, 2003. This decrease was primarily attributable to lower income from discontinued operations of $48.2 million for the year ended December 31, 2004, compared to the preceding year due to property sales during 2004 and 2003 and gains on early extinguishment of debt during 2003. In addition, the diluted per share results for the year ended December 31, 2003, were decreased by a reduction in net income available to common stockholders of $0.04 resulting from the deduction of original issuance costs associated with the redemption of the Companys 7¾% Class A, 8 1/2% Class B and 8 3/8% Class C Cumulative Redeemable Preferred Stocks during the second quarter of 2003.
Tenant Concentrations
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any single property, and a large tenant base. At December 31, 2005, the Companys five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohls and Royal Ahold, which represented approximately 3.6%, 3.2%, 2.7%, 2.5% and 2.0%, respectively, of the Companys annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.
Liquidity and Capital Resources
The Companys cash flow activities are summarized as follows (in millions):
Year Ended December 31,
2005
2004
2003
Net cash flow provided by operating activities
$
410.8
$
365.2
$
308.6
Net cash flow used for investing activities
$
(716.0
)
$
(299.6
)
$
(637.6
)
Net cash flow provided by (used for) financing activities
$
343.3
$
(75.6
)
$
341.3
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Operating Activities
The Company anticipates that cash flows from operations will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and all dividend payments in accordance with REIT requirements in both the short term and long term. In addition, 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, 2005, was primarily attributable to (i) cash flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 2004 and 2005, (iii) new leasing, expansion and re-tenanting of core portfolio properties and (iv) growth in the Companys joint venture and Preferred Equity programs.
Investing Activities
Acquisitions and Redevelopments
During the year ended December 31, 2005, the Company expended approximately $376.0 million towards acquisition of and improvements to operating real estate. (See Note 3 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)
The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace. During the year ended December 31, 2005, the Company expended approximately $55.5 million in connection with these major redevelopments and re-tenanting projects. The Company anticipates its capital commitment toward these and other redevelopment projects during 2006 will be approximately $90.0 million to $110.0 million. The funding of these capital requirements will be provided by cash flow from operating activities and availability under the Companys revolving lines of credit.
Investments and Advances to Real Estate Joint Ventures
During the year ended December 31, 2005, the Company expended approximately $267.3 million for investments and advances to real estate joint ventures and received approximately $130.6 million from reimbursements of advances to real estate joint ventures. (See Note 7 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)
Ground-up Development
The Company is engaged in ground-up development projects which consists of (i) merchant building through the Companys wholly-owned taxable REIT subsidiary, KDI, which develops neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Mexico and Canada for long-term investment. All ground-up development projects generally have substantial pre-leasing prior to the commencement of construction. As of December 31, 2005, the Company had in progress a total of 38 ground-up development projects including 26 merchant building projects, five domestic ground-up development projects, six ground-up development projects located throughout Mexico and one ground-up development project located in Canada.
During the year ended December 31, 2005, the Company expended approximately $452.7 million in connection with the purchase of land and construction costs related to these projects and those sold during 2005. These projects are currently proceeding on schedule and substantially in line with the Companys budgeted costs. The Company anticipates its capital commitment during 2006 toward these and other development projects will be approximately $300 million to $350 million. The proceeds from the sales of the completed ground-up development projects, proceeds from construction loans and availability under the Companys revolving lines of credit are expected to be sufficient to fund these anticipated capital requirements. (See Note 3 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)
Dispositions and Transfers
During the year ended December 31, 2005, the Company received net proceeds of approximately $348.4 million relating to the sale of various operating properties and ground-up development projects and approximately $128.5 million from the transfer of operating properties to various joint ventures. (See Notes 3 and 7 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)
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Financing Activities
It is managements intention that the Company continually have access to the capital resources necessary to expand and develop its business. As such, the Company intends to operate with and maintain a conservative capital structure with a level of debt to total market capitalization of 50% or less. As of December 31, 2005, the Companys level of debt to total market capitalization was 26%. In addition, the Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings. The Company may, from time to time, seek to obtain funds through additional equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives in a manner consistent with its intention to operate with a conservative debt structure.
Since the completion of the Companys 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 $4.2 billion for the purposes of, among other things, repaying indebtedness, acquiring interests in neighborhood and community shopping centers, funding ground-up development projects, expanding and improving properties in the portfolio and other investments.
The Company has an $850.0 million unsecured revolving credit facility, which is scheduled to expire in July 2008. This credit facility has made available funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements. As of December 31, 2005, there was $200.0 million outstanding under this credit facility.
During September 2004, the Company entered into a three-year Canadian denominated (CAD) $150.0 million unsecured credit facility with a group of banks. This facility bears interest at the CDOR Rate, as defined, plus 0.50%, and is scheduled to expire in September 2007. During March 2005, this facility was increased to CAD $250.0 million and the scheduled maturity date was extended to March 2008. During January 2006, the facility was further amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Companys $850.0 million U.S. Credit Facility. Proceeds from this facility will be used for general corporate purposes including the funding of Canadian denominated investments. As of December 31, 2005, there was CAD $110.0 million (approximately USD $94.7 million) outstanding under this credit facility.
During May 2005, the Company entered into a three-year Mexican Peso denominated (MXP) 500.0 million unsecured revolving credit facility. This facility bears interest at the TIIE Rate, as defined, plus 1.00% and is scheduled to expire in May 2008. Proceeds from this facility will be used to fund peso denominated investments. As of December 31, 2005, there was MXP 500.0 million (approximately USD $46.7 million) outstanding under this facility.
The Company has a 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 Companys debt maturities. As of December 31, 2005, the Company had $250.0 million available for issuance under the MTN program. (See Note 11 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
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 KDI. As of December 31, 2005, the Company had over 380 unencumbered property interests in its portfolio.
During July 2005, the Company filed a shelf registration statement on Form S-3 for up to $1.0 billion of debt securities, preferred stock, depositary shares, common stock and common stock warrants. As of December 31, 2005, the Company had $750.0 million available for issuance under this shelf registration statement.
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, which are expected to increase due to property acquisitions, growth in operating income in the existing portfolio and from other investments. 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
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of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate. Cash dividends paid increased to $293.3 million in 2005, compared to $265.3 million in 2004 and $246.3 million in 2003.
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.
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 29 years. As of December 31, 2005, the Companys total debt had a weighted average term to maturity of approximately 4.9 years. In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio. As of December 31, 2005, the Company has 60 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 22 non-cancelable operating leases pertaining to its retail store lease portfolio. The following table summarizes the Companys debt maturities and obligations under non-cancelable operating leases as of December 31, 2005 (in millions):
2006
2007
2008
2009
2010
Thereafter
Total
Long-Term Debt
$
286.8
$
290.3
$
555.3
$
201.9
$
198.8
$
1,158.1
$
2,691.2
Operating Leases
Ground Leases
$
11.3
$
10.6
$
10.5
$
10.0
$
8.3
$
140.8
$
191.5
Retail Store Leases
$
5.2
$
4.4
$
3.3
$
2.4
$
2.0
$
2.0
$
19.3
The Company has $185.0 million of medium term notes, $14.1 million of mortgage debt and $87.7 million of construction loans maturing in 2006. The Company anticipates satisfying these maturities with a combination of operating cash flows, its unsecured revolving credit facilities, new debt issuances and the sale of completed ground-up development projects.
The Company has issued letters of credit in connection with completion and repayment guarantees for construction loans encumbering certain of the Companys ground-up development projects, and guaranty of payment related to the Companys insurance program. These letters of credit aggregate approximately $34.8 million.
Additionally, the RioCan Venture, an entity in which the Company holds a 50% non-controlling interest, has a CAD $7.0 million (approximately USD $6.0 million) letter of credit facility. This facility is jointly guaranteed by RioCan and the Company and had approximately CAD $4.6 million (approximately USD $4.0 million) outstanding as of December 31, 2005, relating to various development projects. In addition to the letter of credit facility, various additional Canadian development projects in which the Company holds interests ranging from 33 1/3% to 50% have letters of credit issued aggregating approximately CAD $3.5 million (approximately USD $3.0 million) at December 31, 2005.
During 2005, a joint venture entity in which the Company has a non-controlling interest obtained a CAD $22.5 million credit facility to finance the construction of a 0.1 million square foot shopping center property located in Kamloops, B.C. This facility bears interest at Royal Bank Prime Rate (RBP) plus 0.5% per annum and is scheduled to mature in May 2007. The Company and its partner in this entity each have a limited and several guarantee of CAD $7.5 million on this facility. As of December 31, 2005, there was no outstanding balance on this facility.
During 2005, the Company obtained a term loan and construction financing on two ground-up development projects for an aggregate net loan commitment amount of up to $50.5 million of which approximately $22.4 million was outstanding at December 31, 2005. As of December 31, 2005, the Company had 15 construction loans with total commitments of up to $343.5 million of which $228.5 million had been funded to the Company. These loans had maturities ranging from 4 months to 31 months and interest rates ranging from 6.04% to 6.64% at December 31, 2005.
Off-Balance Sheet Arrangements
Ground-Up Development Joint Ventures
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At December 31, 2005, the Company has three ground-up development projects through unconsolidated joint ventures in which the Company has 50% non-controlling interests. The projects are financed with individual non-recourse construction loans with total aggregate loan commitments of up to $219.6 million of which $58.8 million has been funded. These loans have variable interest rates ranging from 4.89% to 8.25% at December 31, 2005 and maturities ranging from 4 months to 18 months.
Unconsolidated Real Estate Joint Ventures
The Company has investments in various unconsolidated real estate joint ventures with varying structures. These investments include the Companys 43.3% non-controlling interest in KIR, the Companys 50% non-controlling interest in the RioCan Venture, the Companys 20% non-controlling interest in KROP, the Companys 15% non-controlling interest in Price Legacy and varying non-controlling interests in other real estate joint ventures. These joint ventures operate either shopping center properties or are established for development projects. Such arrangements are generally with third-party institutional investors, local developers and individuals. The properties owned by the joint ventures are primarily financed with individual non-recourse mortgage loans. 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.
The KIR joint venture was established for the purpose of investing in high quality real estate properties financed primarily with individual non-recourse mortgages. The Company believes that these properties are appropriate for financing with greater leverage than the Company traditionally uses. As of December 31, 2005, KIR had interests in 68 properties comprising 14.2 million square feet of GLA. As of December 31, 2005, KIR had individual non-recourse mortgage loans of approximately $1.1 billion on 65 of these properties. These non-recourse mortgage loans have maturities ranging from less than one year to 14 years and rates ranging from 4.99% to 8.52%. As of December 31, 2005, the Companys pro-rata share of non-recourse mortgages relating to the KIR joint venture was approximately $485.4 million. (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
The RioCan Venture was established with RioCan Real Estate Investment Trust to acquire properties and development projects in Canada. As of December 31, 2005, the RioCan Venture consisted of 34 shopping center properties and one development project with approximately 8.1 million square feet of GLA. As of December 31, 2005, the RioCan Venture had individual, non-recourse mortgage loans on 33 of these properties and a construction loan on its development property aggregating approximately CAD $706.3 million (USD $607.8 million). These loans have maturities ranging from less than one year to 28 years and rates ranging from 3.91% to 9.05%. As of December 31, 2005, the Companys pro-rata share of these non-recourse loans relating to the RioCan Venture was approximately CAD $349.2 million (USD $300.5 million). (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
The Kimco Retail Opportunity Portfolio (KROP), a joint venture with GE Capital Real Estate (GECRE), was established to acquire high-growth potential retail properties in the United States. As of December 31, 2005, KROP consisted of 38 shopping center properties with approximately 5.6 million square feet of GLA. As of December 31, 2005, KROP had non-recourse mortgage loans totaling $481.9 million, with fixed rates ranging from 4.25% to 8.64% and variable rates ranging from LIBOR plus 1.3% to LIBOR plus 2.2%. KROP has entered into a series of interest rate cap agreements to mitigate the impact of changes in interest rates on its variable-rate mortgage agreements. Such mortgage debt is collateralized by the individual shopping center property and is payable in monthly installments of principal and interest. At December 31, 2005, the weighted average interest rate for all mortgage debt outstanding was 6.09% per annum. As of December 31, 2005, the Companys pro-rata share of non-recourse mortgage loans relating to the KROP joint venture was approximately $96.4 million. Additionally, the Company and GECRE may provide interim financing. All such financings bear interest at rates ranging from LIBOR plus 4.0% to LIBOR plus 5.25% and have maturities of less than a year. As of December 31, 2005, KROP had no outstanding short term interim financing due to the Company or GECRE. (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
During December 2004, the Company acquired the Price Legacy Corporation through a newly formed joint venture, PL Retail LLC (PL Retail), in which the Company has a non-controlling 15% interest. In connection with this transaction, the joint venture acquired 33 operating properties aggregating approximately 7.6 million square feet of GLA located
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in ten states. During the year ended December 31, 2005, PL Retail disposed of nine operating properties, in separate transactions, for an aggregate sale price of approximately $21.8 million. As of December 31, 2005, PL Retail consisted of 25 operating properties aggregating approximately 6.8 million square feet of GLA. As of December 31, 2005, PL Retail had approximately $777.3 million outstanding in non-recourse mortgage debt, of which approximately $507.2 million had fixed rates ranging from 4.66% to 9.00% and approximately $270.1 had variable rates ranging from 5.74% to 9.59%. The fixed-rate loans have maturities ranging from three to 11 years and the variable-rate loans have maturities ranging from one to three years. Additionally, the Company had provided PL Retail approximately $30.6 million of secured mezzanine financing. This interest only loan bears interest at a fixed rate of 7.5% and matures in December 2006. Proceeds from property sales during 2005 of approximately $21.8 million were used to partially repay the mezzanine financing that was provided by the Company. The Company also provided PL Retail a secured short-term promissory note of approximately $8.2 million. This interest only note bore interest at LIBOR plus 4.5% and was scheduled to mature in June 2005. During 2005, this note was amended to bear interest at LIBOR plus 6% and is now payable on demand. As of December 31, 2005, PL Retail had approximately $8.9 million outstanding on the mezzanine financing and approximately $8.2 million outstanding on the promissory note. As of December 31, 2005, the Companys pro-rata share of non-recourse mortgages relating to PL Retail was approximately $116.6 million. (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
The Company has various other unconsolidated real estate joint ventures with varying structures. As of December 31, 2005, these unconsolidated joint ventures had individual non-recourse mortgage loans aggregating approximately $1.5 billion. The Companys pro-rata share of these non-recourse mortgages was approximately $520.6 million. (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
Other Real Estate Investments
During November 2002, the Company, through its taxable REIT subsidiary, together with Prometheus Southeast Retail Trust, completed the merger and privatization of Konover Property Trust, which has been renamed Kimsouth Realty, Inc., (Kimsouth). The Company acquired 44.5% of the common stock of Kimsouth, which consisted primarily of 38 retail shopping center properties comprising approximately 4.6 million square feet of GLA. Total acquisition value was approximately $280.9 million including approximately $216.2 million in mortgage debt. The Companys investment strategy with respect to Kimsouth includes re-tenanting, repositioning and disposition of the properties. As a result of this strategy, Kimsouth has sold 33 properties as of December 31, 2005. As of December 31, 2005, the Kimsouth portfolio was comprised of five properties, including the remaining office component of an operating property sold in 2004, totaling 1.2 million square feet of GLA with non-recourse mortgage debt of approximately $29.4 million encumbering the properties. All mortgages payable are collateralized by certain properties and are due in monthly installments. As of December 31, 2005, interest rates ranged from 6.06% to 9.22% and the weighted-average interest rate for all mortgage debt outstanding was 8.35% per annum. As of December 31, 2005, the Companys pro-rata share of non-recourse mortgage loans relating to the Kimsouth portfolio was approximately $13.1 million.
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 Companys cash equity investment was approximately $4.0 million. This equity investment is reported as a net investment in leveraged lease in accordance with SFAS No. 13, Accounting for Leases (as amended). The net investment in leveraged lease reflects the original cash investment adjusted by remaining net rentals, estimated unguaranteed residual value, unearned and deferred income, and deferred taxes relating to the investment.
As of December 31, 2005, 14 of these properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $24.2 million. As of December 31, 2005, the remaining 16 properties were encumbered by third-party non-recourse debt of approximately $58.7 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.
The Company maintains a preferred equity program, which provides capital to developers and owners of shopping centers. The Company accounts for its investments in preferred equity
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investments under the equity method of accounting. As of December 31, 2005, the Companys invested capital in its preferred equity investments approximated $225.9 million relating to 133 real estate properties. As of December 31, 2005, these preferred equity investment properties had individual non-recourse mortgage loans aggregating approximately $703.3 million. Due to the Companys preferred position in these investments, the Companys pro-rata share of each investment is subject to fluctuation and is dependent upon property cash flows. The Companys maximum exposure to losses associated with its preferred equity investments is limited to its invested capital.
Effects of Inflation
Many of the Companys 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 Companys 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 Companys 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 Companys exposure to increases in costs and operating expenses resulting from inflation. The Company periodically evaluates its exposure to short-term interest rates and foreign currency exchange rates and will, from time-to-time, enter into interest rate protection agreements and/or foreign currency hedge agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and fluctuations in foreign currency exchange rates.
New Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123, (revised 2004) Share-Based Payment (SFAS No. 123(R)), which supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123(R) established standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123(R) is effective for fiscal years beginning after December 15, 2005. The impact of adopting this statement is not expected to have a material impact on the Companys financial position or results of operations.
In December 2004, the FASB issued Statement No. 153, Exchange of Non-monetary Assets - an amendment of APB Opinion No. 29 (SFAS No. 153). The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion No. 29 to eliminate the exception for non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The impact of adopting this statement did not have a material impact on the Companys financial position or results of operations.
In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47). FIN 47 requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. FIN 47 clarifies that the term Conditional Asset Retirement Obligation refers to a legal obligation (pursuant to existing laws or by contract) to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 was effective no later than fiscal years ended after December 15, 2005. The Company adopted FIN 47 as required effective December 31, 2005, and the initial application of FIN 47 did not have a material impact on the Companys financial position or results of operations.
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS No. 154), which replaces Accounting Principle Board Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements.
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SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principles. It requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.
In September 2005, the EITF issued Issue 04-5, Investors Accounting for an Investment in a Limited Partnership When the Investor is the Sole General Partner and the Limited Partners Have Certain Rights, (EITF 04-5). At issue is what rights held by the limited partner(s) preclude consolidation in circumstances in which the sole general partner would consolidate the limited partnership in accordance with U.S. generally accepted accounting principles. The assessment of limited partners rights and their impact on the presumption of control of the limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership of limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. This issue is effective no later than for fiscal years beginning after December 15, 2005, and as of June 29, 2005, for new or modified arrangements. The impact of adopting EITF 04-5 is not expected to have a material impact on the Companys financial position or results of operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Companys primary market risk exposure is interest rate risk. The following table presents the Companys aggregate fixed rate and variable rate domestic and foreign debt obligations outstanding as of December 31, 2005, with corresponding weighted-average interest rates sorted by maturity date. The information is presented in U.S. dollar equivalents, which is the Companys reporting currency. The instruments actual cash flows are denominated in U.S. dollars, Canadian dollars and Mexican pesos, as indicated by geographic region ($ in USD equivalent in millions).
2006
2007
2008
2009
2010
2011+
Total
Fair
Value
Domestic
Secured Debt
Fixed Rate
$
9.7
$
$
59.4
$
21.9
$
19.7
$
191.1
$
301.8
$
317.4
Average Interest Rate
9.08
%
7.13
%
7.88
%
8.47
%
7.41
%
7.52
%
Variable Rate
$
92.1
$
95.3
$
54.5
$
$
$
$
241.9
$
241.9
Average Interest Rate
6.40
%
6.20
%
6.11
%
6.26
%
Unsecured Debt
Fixed Rate
$
85.0
$
195.0
$
100.0
$
180.0
$
50.0
$
967.0
$
1,577.0
$
1,640.0
Average Interest Rate
7.30
%
7.14
%
3.95
%
6.98
%
4.62
%
5.30
%
5.72
%
Variable Rate
$
100.0
$
$
200.0
$
$
$
$
300.0
$
300.0
Average Interest Rate
4.45
%
4.68
%
4.60
%
2006
2007
2008
2009
2010
2011+
Total
Fair
Value
Canadian
Unsecured Debt
Fixed Rate
$
$
$
$
$
129.1
$
$
129.1
$
126.7
Average Interest Rate
4.45
%
4.45
%
Variable Rate
$
$
$
94.7
$
$
$
$
94.7
$
94.7
Average Interest Rate
3.78
%
3.78
%
Mexican
Unsecured Debt
Variable Rate
$
$
$
46.7
$
$
$
$
46.7
$
46.7
Average Interest Rate
9.66
%
9.66
%
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Based on the Companys variable-rate debt balances, interest expense would have increased by approximately $6.8 million in 2005 if short-term interest rates were 1% higher.
As of December 31, 2005, the Company has Canadian investments totaling CAD $311.8 million (approximately USD $268.3 million) comprised of a real estate joint venture investments and marketable securities. In addition, the Company has Mexican real estate investments of MXN 2.3 billion (approximately USD $215.4 million). The foreign currency exchange risk has been partially mitigated through the use of local currency denominated debt, foreign currency forward contracts (the Forward Contracts) and a cross currency swap (the CC Swap) with major financial institutions. The Company is exposed to credit risk in the event of non-performance by the counter-party to the Forward Contracts and the CC Swap. The Company believes it mitigates its credit risk by entering into the Forward Contracts and the CC Swap with major financial institutions.
The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of December 31, 2005, the Company had no other material exposure to market risk.
Item 8. Financial Statements and Supplementary Data
The response to this Item 8 is included as 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.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Companys management, with the participation of the Companys chief executive officer and chief financial officer, has evaluated the effectiveness of the Companys 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 Companys chief executive officer and chief financial officer have concluded that, as of the end of such period, the Companys disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Companys internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonable likely to materially affect, the Companys internal control over financial reporting.
Managements Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal ControlIntegrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2005.
Our managements assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005 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.
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PART III
Item 10. Directors and Executive Officers of the Registrant
Incorporated herein by reference to the Companys definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2006.
Information with respect to the Executive Officers of the Registrant follows Part I, Item 4 of this annual report on Form 10-K.
On May 27, 2005, the Companys Chief Executive Officer submitted to the New York Stock Exchange (the NYSE) the annual certification required by Section 303A.12 (a) of the NYSE Company Manual. In addition, the Company has filed with the Securities and Exchange Commission as exhibits to this Form 10-K the certifications, required pursuant to Section 302 of the Sarbanes-Oxley Act, of its Chief Executive Officer and Chief Financial Officer relating to the quality of its public disclosure.
Item 11. Executive Compensation
Incorporated herein by reference to the Companys definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2006.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference to the Companys definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2006.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference to the Companys definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2006.
Item 14. Principal Accountant Fees and Services
Incorporated herein by reference to the Companys definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2006.
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PART IV
Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
Form 10-K
Report
Page
(a)
1.
Financial Statements -
The following consolidated financial information is included as a separate section of this annual report on Form 10-K.
Report of Independent Registered Public Accounting Firm
64
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2005 and 2004
66
Consolidated Statements of Income for the years ended December 31, 2005, 2004 and 2003
67
Consolidated Statements of Comprehensive Income for the years ended December 31, 2005, 2004 and 2003
68
Consolidated Statements of Stockholders Equity for the years ended December 31, 2005, 2004 and 2003
69
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003
70
Notes to Consolidated Financial Statements
71
2.
Financial Statement Schedules -
Schedule II - Valuation and Qualifying Accounts
110
Schedule III - Real Estate and Accumulated Depreciation
111
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.
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INDEX TO EXHIBITS
Exhibits
Form 10-K
Page
2.1
--
Form of Plan of Reorganization of Kimco Realty Corporation [Incorporated by reference to Exhibit 2.1 to the Companys Registration Statement on Form S-11 No. 33-42588].
3.1
--
Articles of Amendment and Restatement of the Company, dated August 4, 1994 [Incorporated by reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 1994].
3.2
--
By-laws of the Company dated February 6, 2002, as amended [Incorporated by reference to Exhibit 3.2 to the 2001 Form 10-K].
3.3
--
By-laws of the Company dated February 1, 2005, as amended [Incorporated by reference to Exhibit 3(ii) to the Companys Current Report on Form 8-K dated February 1, 2005].
3.4
--
Articles Supplementary relating to the 8 1/2% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated July 25, 1995. [Incorporated by reference to Exhibit 3.3 to the Companys Annual Report on Form 10-K for the year ended December 31, 1995 (file #1-10899) (the 1995 Form 10-K)].
3.5
--
Articles Supplementary relating to the 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated April 9, 1996 [Incorporated by reference to Exhibit 3.4 to the Companys Annual Report on Form 10-K for the year ended December 31, 1996].
3.6
--
Articles Supplementary relating to the 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated May 7, 2003 [Incorporated by reference to the Companys filing on Form 8-A dated June 3, 2003].
4.1
--
Agreement of the Company pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K [Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Companys Registration Statement on Form S-11 No. 33-42588].
4.2
--
Certificate of Designations [Incorporated by reference to Exhibit 4(d) to Amendment No. 1 to the Registration Statement on Form S-3 dated September 10, 1993 (the Registration Statement, Commission File No. 33-67552)].
4.3
--
Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) [Incorporated by reference to Exhibit 4(a) to the Registration Statement].
4.4
--
First Supplemental Indenture, dated as of August 4, 1994. [Incorporated by reference to Exhibit 4.6 to the 1995 Form 10-K.]
4.5
--
Second Supplemental Indenture, dated as of April 7, 1995 [Incorporated by reference to Exhibit 4(a) to the Companys Current Report on Form 8-K dated April 7, 1995 (the April 1995 8-K)].
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INDEX TO EXHIBITS (continued)
Exhibits
Form 10-K
Page
4.6
--
Form of Medium-Term Note (Fixed Rate) [Incorporated by reference to Exhibit 4.6 to the 2001 Form 10-K].
4.7
--
Form of Medium-Term Note (Floating Rate) [Incorporated by reference to Exhibit 4.7 to the 2001 Form 10-K].
4.8
---
Indenture dated April 1, 2005, between Kimco North Trust III, Kimco Realty Corporation, as Guarantor and BNY Trust Company Of Canada, as Trustee [Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated April 21, 2005].
10.1
--
Management Agreement between the Company and KC Holdings, Inc. [Incorporated by reference to Exhibit 10.2 to the Companys Registration Statement on Form S-11 No. 33-47915].
10.2
--
Amended and Restated Stock Option Plan [Incorporated by reference to Exhibit 10.3 to the 1995 Form 10-K].
10.3
--
Employment Agreement between Kimco Realty Corporation and Michael J. Flynn, dated November 1, 1998 [Incorporated by reference to Exhibit 10.4 to the 1998 Form 10-K].
10.4
--
Restricted Equity Agreement, Non-Qualified and Incentive Stock Option Agreement, and Price Condition Non- Qualified and Incentive Stock Option Agreement between Kimco Realty Corporation and Michael J. Flynn, each dated November 1, 1995 [Incorporated by reference to Exhibit 10.5 to the 1995 Form 10-K].
10.5
--
Employment Agreement between Kimco Realty Corporation and Michael J. Flynn, dated July 21, 2004 [Incorporated by reference to Exhibit 10.14 to the Companys Form 10-Q filed on November 5, 2004].
10.6
--
Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo, dated January 1, 2002 [Incorporated by reference to Exhibit 10.6 to the 2001 Form 10-K].
10.7
--
Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated January 13, 1998 [Incorporated by Reference to Exhibit 10.10 to the Companys and the Price REIT, Inc.s Joint Proxy Statement/Prospectus on Form S-4 No. 333-52667].
10.8
--
First Amendment to Amended and Restated Executive Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated January 1, 2002 [Incorporated by reference to Exhibit 10.8 to the 2001 Form 10-K].
10.9
--
The 1998 Equity Participation Plan [Incorporated by reference to the Companys and The Price REIT, Inc.s Joint Proxy/ Prospectus on Form S-4 No. 333-52667].
10.10
--
Employment Agreement between Kimco Realty Corporation and David B. Henry the Company commenced a five-year employment agreement with Mr. Henry pursuant to which Mr. Henry will serve as Chief Investment Officer and has been nominated as Vice Chairman of the Board of Directors [Incorporated by reference to Exhibit 10.11 to the Companys Form 10-Q filed on May 10, 2001].
10.11
--
Employment Agreement between Kimco Realty Corporation and David B. Henry, dated July 26, 2004 [Incorporated by reference to Exhibit 10.14 to the Companys Form 10-Q filed on November 5, 2004].
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INDEX TO EXHIBITS (continued)
Exhibits
Form 10-K
Page
10.12
--
$500,000,000 Credit Agreement dated as of June 3, 2003, among Kimco Realty Corporation, the Several Lenders from Time to Time Parties Hereto, JPMorgan Chase Bank as Issuing Lender, Bank One, NA, Wachovia Bank, National Association as Syndication Agents, UBS AG, Cayman Island Branch, The Bank of Nova Scotia, New York Agency as Documentation Agents, The Bank of New York, Eurohypo AG, New York Branch, Keybank National Association, Merrill Lynch Bank, USA, Suntrust as Co-Agents and JPMorgan Chase As Administrative Agent [Incorporated by reference to Exhibit 10.11 to the Companys Form 10-Q filed on August 11, 2003].
10.13
--
$400,000,000 Credit Agreement dated as of October 1, 2003, among Kimco Realty Corporation, the Several Lenders from Time to Time Parties Hereto, Wachovia Bank, National Association and the Bank of Nova Scotia, as Syndication Agents, Keybank National Association as Documentation Agent, Bank One, NA as Administrative Agent, Banc One Capital Markets, Inc. and Scotia Capital as Co-Bookrunners and Co-Lead Arrangers [Incorporated by reference to Exhibit 10.12 to the Companys Form 10-Q filed on November 10, 2003].
10.14
--
CAD $150,000,000 Credit Agreement dated September 21, 2004, among Kimco North Trust I, North Trust II, North Trust III, North Trust V, North Trust VI, Kimco North Loan Trust IV, Kimco Realty Corporation, the Several Lenders from Time to Time Parties Hereto, Royal Bank of Canada, as Issuing Lender and Administrative Agent, The Bank of Nova Scotia and Bank of America, N.A., as Syndication Agents, Canadian Imperial Bank of Commerce as Documentation Agent and RBC Capital Markets, as Bookrunner and Lead Arranger [Incorporated by reference to Exhibit 10.14 to the Companys Current Report on Form 8-K dated September 21, 2004].
10.17
--
Amendment and Restated 1998 Equity Participation Plan [Incorporated by reference to Exhibit 10.17 to the Companys 2004 From 10-K].
10.18
--
CAD $250,000,000 Amended and Restated Credit Facility dated March 31, 2005, with Royal Bank of Canada, as Issuing Lender and Administrative Agent and various lenders [Incorporated by Reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 31, 2005].
10.19
--
$850,000,000 Amended and Restated Unsecured Revolving Credit Facility dated July 26, 2005, with JP Morgan Chase Bank NA, as Issuing Lender and Administrative Agent and various lenders [Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated July 26, 2005].
10.20
--
Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated September 21, 2005 [Incorporated by Reference to Exhibit 10.16 to the Companys Form 10-Q filed On November 4, 2005.
*10.21
--
CAD $250,000,000 Amended and Restated Credit Facility dated January 25, 2006, with Royal Bank of Canada, as Issuing Lender and Administrative Agent and various lenders.
119
*12.1
--
Computation of Ratio of Earnings to Fixed Charges
217
*12.2
--
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
218
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INDEX TO EXHIBITS (continued)
Exhibits
Form 10-K
Page
*21.1
--
Subsidiaries of the Company
219
*23.1
--
Consent of PricewaterhouseCoopers LLP
229
*31.1
--
Certification of the Companys Chief Executive Officer, Milton Cooper, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
230
*31.2
--
Certification of the Companys Chief Financial Officer, Michael V. Pappagallo, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
231
*32.1
--
Certification of the Companys Chief Executive Officer Milton Cooper, and the Companys Chief Financial Officer Michael V. Pappagallo, pursuant to section 906 of the Sarbanes-Oxley Act of 2002
232
*
Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KIMCO REALTY CORPORATION
(Registrant)
By:
/s/ Milton Cooper
Milton Cooper
Chief Executive Officer
Dated: March 6, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Martin S. Kimmel
Chairman (Emeritus) of the Board of Directors
March 6, 2006
Martin S. Kimmel
/s/ Milton Cooper
Chairman of the Board of Directors and Chief Executive Officer
March 6, 2006
Milton Cooper
/s/ Michael J. Flynn
Vice Chairman of the Board of Directors, President and Chief Operating Officer
March 6, 2006
Michael J. Flynn
/s/ David B. Henry
Vice Chairman of the Board of Directors and Chief Investment Officer
March 6, 2006
David B. Henry
/s/ Richard G. Dooley
Director
March 6, 2006
Richard G. Dooley
/s/ Joe Grills
Director
March 6, 2006
Joe Grills
/s/ F. Patrick Hughes
Director
March 6, 2006
F. Patrick Hughes
/s/ Frank Lourenso
Director
March 6, 2006
Frank Lourenso
/s/ Richard Saltzman
Director
March 6, 2006
Richard Saltzman
/s/ Michael V. Pappagallo
Executive Vice President - Chief Financial Officer
March 6, 2006
Michael V. Pappagallo
/s/ Glenn G. Cohen
Vice President - Treasurer
March 6, 2006
Glenn G. Cohen
/s/ Paul Westbrook
Director of Accounting
March 6, 2006
Paul Westbrook
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ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 15 (a) (1) and (2)
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
Form 10-K
Page
KIMCO REALTY CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
63
Consolidated Financial Statements and Financial Statement Schedules:
Consolidated Balance Sheets as of December 31, 2005 and 2004
66
Consolidated Statements of Income for the years ended December 31, 2005, 2004 and 2003
67
Consolidated Statements of Comprehensive Income for the years ended December 31, 2005, 2004 and 2003
68
Consolidated Statements of Stockholders Equity for the years ended December 31, 2005, 2004 and 2003
69
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003
70
Notes to Consolidated Financial Statements
71
Financial Statement Schedules:
II. Valuation and Qualifying Accounts
110
III. Real Estate and Accumulated Depreciation
111
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Kimco Realty Corporation:
We have completed integrated audits of Kimco Realty Corporations 2005 and 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2005, and an audit of its 2003 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.
Consolidated financial statements and financial statement schedules
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, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 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. These financial statements and financial statement schedules are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes 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. We believe that our audits provide a reasonable basis for our opinion.
Internal control over financial reporting
Also, in our opinion, managements assessment, included in Managements Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2005 based on criteria established in
Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in
Internal Control Integrated Framework
issued by the COSO. The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on managements assessment and on the effectiveness of the Companys internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
A companys 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 companys 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
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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 companys 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
March 6, 2006
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Intentionally left blank.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
December 31,
2005
December 31,
2004
Assets:
Real Estate
Rental property
Land
$
686,123
$
626,914
Building and improvements
3,263,162
3,067,254
3,949,285
3,694,168
Less, accumulated depreciation and amortization
740,127
634,642
3,209,158
3,059,526
Real estate under development
611,121
398,054
Real estate, net
3,820,279
3,457,580
Investment and advances in real estate joint ventures
735,648
595,175
Other real estate investments
283,035
188,536
Mortgages and other financing receivables
132,675
140,717
Cash and cash equivalents
76,273
38,220
Marketable securities
206,452
123,771
Accounts and notes receivable
64,329
52,182
Deferred charges and prepaid expenses
84,022
72,653
Other assets
131,923
80,763
$
5,534,636
$
4,749,597
Liabilities & Stockholders Equity:
Notes payable
$
2,147,405
$
1,608,925
Mortgages payable
315,336
353,071
Construction loans payable
228,455
156,626
Accounts payable and accrued expenses
119,605
97,952
Dividends payable
78,168
71,489
Other liabilities
135,609
118,243
3,024,578
2,406,306
Minority interests
122,844
106,891
Commitments and contingencies
Stockholders Equity
Preferred stock, $1.00 par value, authorized 3,600,000 shares
Class F Preferred Stock, $1.00 par value, authorized 700,000 shares
Issued and outstanding 700,000 shares
700
700
Aggregate liquidation preference $175,000
Common stock, $.01 par value, authorized 300,000,000 shares
Issued and outstanding 228,059,056 and 224,852,812 shares, respectively
2,281
2,249
Paid-in capital
2,255,332
2,199,419
Retained earnings/(cumulative distributions in excess of net income)
59,855
(3,749
)
2,318,168
2,198,619
Accumulated other comprehensive income
69,046
37,781
2,387,214
2,236,400
$
5,534,636
$
4,749,597
The accompanying notes are an integral part of these consolidated financial statements.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share information)
Year Ended December 31,
2005
2004
2003
Real estate operations:
Revenues from rental property
$
522,545
$
507,641
$
466,225
Rental property expenses:
Rent
10,267
10,794
10,603
Real estate taxes
67,022
65,530
58,587
Operating and maintenance
60,686
53,940
51,145
137,975
130,264
120,335
384,570
377,377
345,890
Mortgage and other financing income
27,586
15,032
18,869
Management and other fee income
30,474
25,445
15,315
Depreciation and amortization
(105,942
)
(99,616
)
(83,212
)
General and administrative expenses
(56,803
)
(44,235
)
(38,286
)
Interest, dividends and other investment income
28,350
18,702
19,124
Other income/(expense), net
5,393
10,124
(4,125
)
Interest expense
(127,711
)
(107,177
)
(102,391
)
Gain on early extinguishment of debt
2,921
185,917
195,652
174,105
Provision for income taxes
(430
)
(3,919
)
(1,516
)
Income from other real estate investments
57,943
30,127
22,828
Equity in income of real estate joint ventures, net
77,454
56,385
42,276
Minority interests in income, net
(12,446
)
(9,660
)
(7,781
)
Gain on sale of development properties net of tax of $10,824, $4,401, and $6,998, respectively
22,812
12,434
10,497
Income from continuing operations
331,250
281,019
240,409
Discontinued operations:
Income from discontinued operating properties
5,725
5,359
13,892
Gain on early extinguishment of debt
6,760
Loss on operating properties held for sale/sold
(5,098
)
(5,064
)
(4,016
)
Gain on disposition of operating properties
28,918
15,823
47,657
Income from discontinued operations
29,545
16,118
64,293
Gain on transfer of operating properties
2,301
Loss on transfer of operating property
(150
)
Gain on sale of operating properties
682
3,177
2,833
3,177
Net income
363,628
297,137
307,879
Original issuance costs associated with the redemption of preferred stock
(7,788
)
Preferred stock dividends
(11,638
)
(11,638
)
(14,669
)
Net income available to common shareholders
$
351,990
$
285,499
$
285,422
Per common share:
Income from continuing operations:
-Basic
$
1.42
$
1.21
$
1.03
-Diluted
$
1.40
$
1.19
$
1.02
Net income :
-Basic
$
1.55
$
1.28
$
1.33
-Diluted
$
1.52
$
1.26
$
1.31
Weighted average common shares outstanding:
-Basic
226,641
222,859
214,184
-Diluted
230,868
227,143
217,540
The accompanying notes are an integral part of these consolidated financial statements.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year Ended December 31,
2005
2004
2003
Net income
$
363,628
$
297,137
$
307,879
Other comprehensive income:
Change in unrealized gain on marketable securities
26,689
28,594
3,798
Change in unrealized gain on interest rate swaps
620
Change in unrealized (loss)/gain on warrants
(8,252
)
4,319
Change in unrealized gain/(loss) on foreign currency hedge agreements
2,536
(15,102
)
(15,465
)
Change in foreign currency translation adjustment
2,040
15,675
16,193
Other comprehensive income
31,265
20,915
9,465
Comprehensive income
$
394,893
$
318,052
$
317,344
The accompanying notes are an integral part of these consolidated financial statements.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
For the Years Ended December 31, 2005, 2004, and 2003
(in thousands, except per share information)
Retained Earnings/
(Cumulative
Distributions
in Excess
of Net Income)
Paid-in
Capital
Accumulated
Other Comprehensive
Income
Preferred Stock
Common Stock
Total
Stockholders
Equity
Issued
Amount
Issued
Amount
Balance, January 1, 2003
900
$
900
209,204
$
2,092
$
1,983,774
$
(85,367
)
$
7,401
$
1,908,800
Net income
307,879
307,879
Dividends ($1.10 per common share; $1.0979, $1.3399, $1.3610, and $1.016 per Class A, Class B, Class C and Class F Depositary Share, respectively)
(252,624
)
(252,624
)
Issuance of common stock
9,888
98
192,654
192,752
Exercise of common stock options
2,156
22
25,766
25,788
Redemption of Class A, B and C preferred stock
(900
)
(900
)
(224,100
)
(225,000
)
Issuance of Class F Preferred Stock
700
700
168,086
168,786
Other comprehensive income
9,465
9,465
Balance, December 31, 2003
700
700
221,248
2,212
2,146,180
(30,112
)
16,866
2,135,846
Net income
297,137
297,137
Dividends ($1.16 per common share; $1.6625 Class F Depositary Share, respectively)
(270,774
)
(270,774
)
Issuance of common stock
226
2
5,419
5,421
Exercise of common stock options
3,380
34
46,023
46,057
Amortization of stock option expense
1,798
1,798
Other comprehensive income
20,915
20,915
Balance, December 31, 2004
700
700
224,854
2,248
2,199,420
(3,749
)
37,781
2,236,400
Net income
363,628
363,628
Dividends ($1.27 per common share; $1.6625 Class F Depositary Share, respectively)
(300,024
)
(300,024
)
Issuance of common stock
242
3
6,837
6,840
Exercise of common stock options
2,963
30
44,467
44,497
Amortization of stock option expense
4,608
4,608
Other comprehensive income
31,265
31,265
Balance, December 31, 2005
700
$
700
228,059
$
2,281
$
2,255,332
$
59,855
$
69,046
$
2,387,214
The accompanying notes are an integral part of these consolidated financial statements.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2005
2004
2003
Cash flow from operating activities:
Net income
$
363,628
$
297,137
$
307,879
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
108,042
102,872
89,068
Loss on operating properties held for sale/sold/transferred
5,248
8,029
4,016
Gain on sale of development properties
(33,636
)
(16,835
)
(17,495
)
Gain on sale/transfer of operating properties
(31,901
)
(15,823
)
(50,834
)
Gain on early extinguishment of debt
(9,681
)
Minority interests in income, net
12,446
9,660
7,781
Equity in income of real estate joint ventures, net
(77,454
)
(56,385
)
(42,276
)
Income from other real estate investments
(40,562
)
(23,571
)
(19,976
)
Distributions of unconsolidated investments
116,765
94,994
67,712
Change in accounts and notes receivable
(12,156
)
(1,742
)
(596
)
Change in accounts payable and accrued expenses
10,606
2,850
(2,545
)
Change in other operating assets and liabilities
(10,229
)
(36,010
)
(24,421
)
Net cash flow provided by operating activities
410,797
365,176
308,632
Cash flow from investing activities:
Acquisition of and improvements to operating real estate
(431,514
)
(351,369
)
(917,403
)
Acquisition of and improvements to real estate under development
(452,722
)
(204,631
)
(187,877
)
Investment in marketable securities
(93,299
)
(70,864
)
(23,680
)
Proceeds from sale of marketable securities
46,692
22,278
62,744
Proceeds from transferred operating/development properties
128,537
342,496
Investments and advances to real estate joint ventures
(267,287
)
(203,569
)
(152,997
)
Reimbursements of advances to real estate joint ventures
130,590
80,689
93,729
Other real estate investments
(123,005
)
(113,663
)
(52,818
)
Reimbursements of advances to other real estate investments
26,969
34,045
13,264
Investment in mortgage loans receivable
(82,305
)
(136,637
)
(64,652
)
Collection of mortgage loans receivable
90,709
103,819
41,529
Other investments
(3,152
)
(1,551
)
Settlement of net investment hedges
(34,580
)
Proceeds from sale of mortgage loan receivable
36,723
Proceeds from sale of operating properties
89,072
43,077
423,237
Proceeds from sale of development properties
259,280
156,283
90,565
Net cash flow (used for) investing activities
(716,015
)
(299,597
)
(637,636
)
Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt
(66,794
)
(54,322
)
(18,326
)
Principal payments on rental property debt
(8,296
)
(7,848
)
(5,813
)
Principal payments on construction loan financings
(98,002
)
(66,950
)
(40,644
)
Proceeds from mortgage/construction loan financings
265,418
348,386
110,816
Borrowings under revolving credit facilities
210,188
336,675
195,000
Repayment of borrowings under revolving credit facilities
(156,486
)
(100,000
)
(190,000
)
Proceeds from issuance of unsecured senior notes/term loan
672,429
200,000
650,000
Repayment of unsecured notes/term loan
(200,250
)
(514,000
)
(271,000
)
Financing origination costs
(9,538
)
Redemption of minority interests
(21,024
)
(3,781
)
(4,729
)
Dividends paid
(293,345
)
(265,254
)
(246,301
)
Proceeds from issuance of stock
48,971
51,447
387,327
Redemption of preferred stock
(225,000
)
Net cash flow provided by (used for) financing activities
343,271
(75,647
)
341,330
Change in cash and cash equivalents
38,053
(10,068
)
12,326
Cash and cash equivalents, beginning of year
38,220
48,288
35,962
Cash and cash equivalents, end of year
$
76,273
$
38,220
$
48,288
Interest paid during the year (net of capitalized interest of $12,587, $8,732 and $8,887, respectively)
$
121,087
$
108,117
$
97,215
Income taxes paid during the year
$
13,763
$
10,694
$
15,901
The accompanying notes are an integral part of these consolidated financial statements.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts relating to the number of buildings, square footage, tenant and occupancy data and estimated project costs are unaudited.
1.
Summary of Significant Accounting Policies:
Business
Kimco Realty Corporation (the Company or Kimco), its subsidiaries, affiliates and related real estate joint ventures are engaged principally in the operation of neighborhood and community shopping centers which are anchored generally by discount department stores, supermarkets or drugstores. The Company also provides property management services for shopping centers owned by affiliated entities, various real estate joint ventures and unaffiliated third parties.
Additionally, in connection with the Tax Relief Extension Act of 1999 (the RMA), which became effective January 1, 2001, the Company is now permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a Real Estate Investment Trust (REIT), so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Internal Revenue Code, as amended (the Code), subject to certain limitations. As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real estate related opportunities including (i) merchant building, through its Kimco Developers, Inc. (KDI) subsidiary, which is primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate advisory and disposition services which primarily focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers and (iii) acting as an agent or principal in connection with tax deferred exchange transactions.
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any single property, and a large tenant base. At December 31, 2005, the Companys single largest neighborhood and community shopping center accounted for only 1.2% of the Companys annualized base rental revenues and only 0.8% of the Companys total shopping center gross leasable area (GLA). At December 31, 2005, the Companys five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohls and Royal Ahold, which represented approximately 3.6%, 3.2%, 2.7%, 2.5% and 2.0%, respectively, of the Companys annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.
The principal business of the Company and its consolidated subsidiaries is the ownership, development, management and operation of retail shopping centers, including complementary services that capitalize on the Companys 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.
Principles of Consolidation and Estimates
a.
The accompanying Consolidated Financial Statements include the accounts of the Company, its subsidiaries, all of which are wholly-owned, and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the provisions and guidance of Interpretation No. 46(R), Consolidation of Variable Interest Entities (FIN 46(R)) or meets certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (EITF) Issue 04-5, Investors Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (EITF 04-5). All intercompany balances and transactions have been eliminated in consolidation.
Accounting principles generally accepted in the United States of America (GAAP) require the Companys management to make estimates and assumptions that affect the
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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, depreciable lives, revenue recognition and the collectability of trade accounts receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.
Minority Interests
Minority interests represents 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 variable interest entity in accordance with the provisions and guidance of FIN 46(R).
Minority interests also include approximately 4.8 million convertible units (the Convertible Units) issued by the Company valued at $80.0 million related to an interest acquired in a shopping center property located in Daly City, CA, in 2002. The Convertible Units are convertible at a ratio of 1:1 into the Companys common stock and are entitled to a distribution equal to the dividend rate of the Companys common stock multiplied by 1.1057.
Real Estate
Real estate assets are stated at cost, less accumulated depreciation and amortization. If there is an event or a change in circumstances that indicates that the basis of a property (including any related amortizable intangible assets or liabilities) may not be recoverable, then management will assess any impairment in value by making a comparison of (i) the current and projected operating cash flows (undiscounted and without interest charges) of the property over its remaining useful life and (ii) the net carrying amount of the property. If the current and projected operating cash flows (undiscounted and without interest charges) are less than the carrying value of the property, the carrying value would be adjusted to an amount to reflect the estimated fair value of the property.
When a real estate asset is identified by management as held for sale, the Company ceases depreciation of the asset and estimates the sales price, net of selling costs. If, in managements opinion, the net sales price of the asset is less than the net book value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.
Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building and improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships) and assumed debt in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations. Based on these estimates, the Company allocates the purchase price to the applicable assets and liabilities.
The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The fair value of the tangible assets of an acquired property considers the value of the property as-if-vacant. The fair value reflects the depreciated replacement cost of the permanent assets, with no trade fixtures included.
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 managements 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.
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.
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In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses and 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
15 to 50 years
Fixtures, building and leasehold improvements (including certain identified intangible assets)
Terms of leases or useful lives, whichever is shorter
Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve and extend the life of the asset, are capitalized. The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.
Real Estate Under Development
Real estate under development represents both the ground-up development of neighborhood and community shopping center projects which are subsequently sold upon completion and projects which the Company may hold as long-term investments. These properties are carried at cost and no depreciation is recorded on these assets. 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 managements 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 investments net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.
The Companys 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 Companys losses to the amount of its equity investment; and due to the lenders exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk. The Companys exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments.
On a periodic basis, management assesses whether there are any indicators that the value of the Companys investments in unconsolidated joint ventures may be impaired. An investments value is impaired only if managements estimate of the fair value of the investment is less than the carrying value of the investment and such difference is
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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.
Other Real Estate Investments
Other real estate investments primarily consist of Preferred equity investments for which the Company provides capital to developers and owners of real estate. The Company typically accounts for its Preferred equity investments on the equity method of accounting, whereby earnings for each investment are recognized in accordance with each respective investment agreement and based upon an allocation of the investments net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.
Mortgage and Other Financing Receivables
Mortgages and other financing receivables consist of loans purchased and loans originated by the Company. Loan receivables are recorded at stated principal amounts net of any discount or premium or deferred loan origination costs or fees. The related discounts or premiums on mortgages and other loans purchased are amortized or accreted over the life of the related loan receivable. The Company defers certain loan origination and commitment fees, net of certain origination costs, and amortizes them as an adjustment of the loans yield over the term of the related loan. The Company evaluates the collectibility of both interest and principal of each of its loans to determine whether it is impaired. A loan is considered to be impaired, when based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the loans 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.
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 $6.7 million and $0.5 million at December 31, 2005 and 2004, respectively.
Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates its risks by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuers.
Marketable Securities
The Company classifies its existing marketable equity securities as available-for-sale in accordance with the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. These securities are carried at fair market value, with unrealized gains and losses reported in stockholders equity as a component of Accumulated other comprehensive income (OCI). Gains or losses on securities sold are based on the specific identification method.
All debt securities are classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity.
Deferred Leasing and Financing Costs
Costs incurred in obtaining tenant leases and long-term financing, included in deferred charges and prepaid expenses in the accompanying Consolidated Balance Sheets, are amortized over the terms of the related leases or debt agreements, as applicable.
Revenue Recognition and Accounts Receivable
Base rental revenues from rental property are recognized on a straight-line basis over
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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 consist of property management fees, leasing fees, property acquisition and disposition fees, development fees and asset management fees. These fees arise from contractual agreements with third parties or with entities in which the Company has a partial non-controlling interest. Fee income is recognized as earned under the respective agreements. Acquisition and disposition fees are recognized when the respective transactions are completed. Fee income related to partially owned entities is 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 Statement of Financial Accounting Standards No. 66, Accounting for Sales of Real Estate (SFAS No. 66), provided that various criteria relating to the terms of sale and subsequent involvement by the Company with the properties are met.
Gains and losses on transfers of operating properties result from the sale of partial interest in properties to unconsolidated joint ventures and are recognized using the partial sale provisions of SFAS No. 66.
The Company makes estimates of the uncollectability of its accounts receivable related to base rents, expense reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. The Companys reported net income is directly affected by managements estimate of the collectability of accounts receivable.
Income Taxes
The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under Section 856 through 860 of the Code.
In connection with the RMA, which became effective January 1, 2001, the Company is now permitted to participate in certain activities which it was previously precluded from in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code. As such, the Company is subject to federal and state income taxes on the income from these activities.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
Foreign Currency Translation and Transactions
Assets and liabilities of the Companys 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 Companys stockholders equity. Gains or losses resulting from foreign currency transactions are translated to local currency at the rates of exchange prevailing at the dates of the transactions. The effect of the transactions gain or loss is included in the caption Other income/(expense), net in the Consolidated Statements of Income.
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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 Companys rights or obligations under the applicable derivative contract. In addition, the fair value adjustments will be recorded in either stockholders equity or earnings in the current period based on the designation of the derivative. The effective portions of changes in fair value of cash flow hedges are reported in OCI and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in the fair value of foreign currency hedges that are designated and effective as net investment hedges are included in the cumulative translation component of OCI to the extent they are economically effective and are subsequently reclassified to earnings when the hedged investments are sold or otherwise disposed of. The changes in fair value of derivative instruments which are not designated as hedging instruments and the ineffective portions of hedges are recorded in earnings for the current period.
The Company utilizes derivative financial instruments to reduce exposure to fluctuations in interest rates, foreign currency exchange rates and market fluctuation on equity securities. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. The Company has not entered, and does not plan to enter, into financial instruments for trading or speculative purposes. Additionally, the Company has a policy of only entering into derivative contracts with major financial institutions. The principal financial instruments used by the Company are interest rate swaps, foreign currency exchange forward contracts, cross-currency swaps and warrant contracts. These derivative instruments were designated and qualified as cash flow, fair value or foreign currency hedges (see Note 15).
Earnings Per Share
On July 21, 2005, the Companys Board of Directors declared a two-for-one split (the Stock Split) of the Companys common stock which was effected in the form of a stock dividend paid on August 23, 2005 to stockholders of record on August 8, 2005. All share and per share data included in the accompanying Consolidated Financial Statements and Notes thereto have been adjusted to reflect this Stock Split.
The following table sets forth the reconciliation of earnings and the weighted average number of shares used in the calculation of basic and diluted earnings per share (amounts presented in thousands, except per share data):
2005
2004
2003
Computation of Basic Earnings Per Share:
Income from continuing operations
$
331,250
$
281,019
$
240,409
Gain on transfer/sale of operating properties, net
2,833
3,177
Original issuance costs associated with the redemption of preferred stock
(7,788
)
Preferred stock dividends
(11,638
)
(11,638
)
(14,669
)
Income from continuing operations applicable to common shares
322,445
269,381
221,129
Income from discontinued operations
29,545
16,118
64,293
Net income applicable to common shares
$
351,990
$
285,499
$
285,422
Weighted average common shares outstanding
226,641
222,859
214,184
Basic Earnings Per Share:
Income from continuing operations
$
1.42
$
1.21
$
1.03
Income from discontinued operations
0.13
0.07
0.30
Net income
$
1.55
$
1.28
$
1.33
Computation of Diluted Earnings Per Share:
Income from continuing operations applicable to common shares (a)
$
322,445
$
269,381
$
221,129
Income from discontinued operations
29,545
16,118
64,293
Net income for diluted earnings per share
$
351,990
$
285,499
$
285,422
Weighted average common shares outstanding Basic
226,641
222,859
214,184
Effect of dilutive securities (a):
Stock options/deferred stock awards
4,227
4,284
3,356
Shares for diluted earnings per share
230,868
227,143
217,540
Diluted Earnings Per Share:
Income from continuing operations
$
1.40
$
1.19
$
1.02
Income from discontinued operations
0.12
0.07
0.29
Net income
$
1.52
$
1.26
$
1.31
(a)
The effect of the assumed conversion of convertible units had an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversion has not been included in the determination of diluted earnings per share calculations.
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The Company maintains a stock option plan (the Plan), for which prior to January 1, 2003, the Company accounted for under the intrinsic value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation (an interpretation of APB Opinion No. 25). Effective January 1, 2003, the Company adopted the prospective method provisions of SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure an Amendment of FASB Statement No. 123 (SFAS No. 148), which will apply the recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS No. 123) to all employee awards granted, modified or settled after January 1, 2003. Awards under the Companys Plan generally vest ratably over a three or five-year term and expire ten years from the date of grant. Therefore, the cost related to stock-based employee compensation included in the determination of net income is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding stock awards in each period (amounts presented in thousands, except per share data):
2005
2004
2003
Net income, as reported
$
363,628
$
297,137
$
307,879
Add: Stock based employee compensation expense included in reported net income
4,608
1,650
148
Deduct:
Total stock based employee compensation expense determined under fair value based method for all awards
(5,206
)
(3,316
)
(3,095
)
Pro Forma Net Income Basic
$
363,030
$
295,471
$
304,932
Earnings Per Share
Basic as reported
$
1.55
$
1.28
$
1.33
Basic pro forma
$
1.55
$
1.27
$
1.32
Net income for diluted earnings per share
$
351,990
$
285,499
$
285,422
Add: Stock based employee compensation expense included in reported net income
4,608
1,650
148
Deduct:
Total stock based employee compensation expense determined under fair value based method for all awards
(5,206
)
(3,316
)
(3,095
)
Pro Forma Net Income Diluted
$
351,392
$
283,833
$
282,475
Earnings Per Share
Diluted as reported
$
1.52
$
1.26
$
1.31
Diluted pro forma
$
1.52
$
1.25
$
1.30
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These pro forma adjustments to net income and net income per diluted common share assume fair values of each option grant estimated using the Black-Scholes option pricing formula. The more significant assumptions underlying the determination of such fair values for options granted during 2005, 2004 and 2003 include: (i) weighted average risk-free interest rates of 4.03%, 3.30% and 2.84%, respectively; (ii) weighted average expected option lives of 4.80 years, 3.72 years and 3.8 years, respectively; (iii) weighted average expected volatility of 18.01%, 16.69% and 15.26%, respectively, and (iv) weighted average expected dividend yield of 5.30%, 5.59% and 6.25%, respectively. The per share weighted average fair value at the dates of grant for options awarded during 2005, 2004 and 2003 was $3.21, $2.14 and $1.18, respectively.
New Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123, (revised 2004) Share-Based Payment (SFAS No. 123(R)), which supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123(R) established standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123(R) is effective for fiscal years beginning after December 15, 2005. The impact of adopting this statement is not expected to have a material impact on the Companys financial position or results of operations.
In December 2004, the FASB issued Statement No. 153, Exchange of Non-monetary Assets - an amendment of APB Opinion No. 29 (SFAS No. 153). The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion No. 29 to eliminate the exception for non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The impact of adopting this statement did not have a material impact on the Companys financial position or results of operations.
In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47). FIN 47 requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. FIN 47 clarifies that the term Conditional Asset Retirement Obligation refers to a legal obligation (pursuant to existing laws or by contract) to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the
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entity. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 was effective no later than fiscal years ended after December 15, 2005. The Company adopted FIN 47 as required effective December 31, 2005 and the initial application of FIN 47 did not have a material impact on the Companys financial position or results of operations.
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS No. 154), which replaces Accounting Principle Board Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principles. It requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.
In September 2005, the EITF issued Issue 04-5, Investors Accounting for an Investment in a Limited Partnership When the Investor is the Sole General Partner and the Limited Partners Have Certain Rights, (EITF 04-5). At issue is what rights held by the limited partner(s) preclude consolidation in circumstances in which the sole general partner would consolidate the limited partnership in accordance with U.S. generally accepted accounting principles. The assessment of limited partners rights and their impact on the presumption of control of the limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership of limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. This issue is effective no later than for fiscal years beginning after December 15, 2005 and as of June 29, 2005 for new or modified arrangements. The impact of adopting EITF 04-5 is not expected to have a material impact on the Companys financial position or results of operations.
Reclassifications
Certain reclassifications of prior years amounts have been made to conform with the current year presentation.
2.
Real Estate:
The Companys components of Rental property consist of the following (in thousands):
December 31,
2005
2004
Land
$
686,123
$
626,914
Buildings and improvements
Buildings
2,696,194
2,650,107
Building improvements
180,005
106,061
Tenant improvements
334,765
263,322
Fixtures and leasehold improvements
17,088
15,697
Other rental property, net (1)
35,110
32,067
3,949,285
3,694,168
Accumulated depreciation and amortization
(740,127
)
(634,642
)
Total
$
3,209,158
$
3,059,526
(1)
At December 31, 2005 and 2004, Other rental property, net consisted of intangible assets including $23,539 and $14,232, respectively, of in-place leases, $7,366 and $10,188, respectively, of tenant relationships and $4,205 and $7,647, respectively, of above-market leases. In addition, at December 31, 2005 and 2004, the Company had intangible liabilities relating to below-market leases from property acquisitions of approximately $50.1 million and $50.0 million, respectively. These amounts are included in the caption Other liabilities in the Companys Consolidated Balance Sheets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
3.
Property Acquisitions, Developments and Other Investments:
Operating Properties
Acquisition of Existing Shopping Centers -
During the years 2005, 2004 and 2003, the Company acquired operating properties, in separate transactions, at aggregate costs of approximately $278.0 million, $440.5 million and $293.9 million, respectively.
Ground-Up Development -
During 2005, the Company acquired, in separate transactions, various parcels of land located in Mesa, AZ, and Nampa, ID for an aggregate purchase price of approximately $28.7 million. These properties will be developed into retail centers with an aggregate of approximately 2.2 million square feet of GLA with a total estimated aggregate project cost of approximately $190.7 million.
During May and June 2005, the Company acquired, in separate transactions, two parcels of land located in Saltillo and Pachuca, Mexico, for an aggregate purchase price of approximately $14.6 million. The properties will be developed into retail centers with an aggregate total project cost of approximately $34.1 million.
During June 2005, the Company acquired land in Tustin, CA, through a newly formed joint venture in which the Company has a 50% non-controlling interest, for a purchase price of approximately $23.0 million. The property will be developed into a 1.0 million square foot retail center with a total estimated project cost of approximately $149.3 million. The purchase of the land was funded through a new construction loan which bears interest at LIBOR plus 1.70% and is scheduled to mature in October 2007. As of December 31, 2005, this construction loan had an outstanding balance of approximately $40.4 million.
Additionally, during 2005, the Company acquired, in separate transactions, six parcels of land located in various cities throughout Mexico, through newly formed joint ventures in which the Company has non-controlling interests, for an aggregate purchase price of approximately $42.1 million. The properties were at various stages of construction at acquisition and will be developed into retail centers with a projected total aggregate cost of approximately $133.1 million.
During July 2004, the Company acquired land in Huehuetoca, Mexico, through a joint venture in which the Company has a 95% controlling interest, for a purchase price of approximately $6.9 million. The property will be developed as a grocery-anchored retail center with a projected total cost of approximately $15.3 million.
During August 2004, the Company acquired land located in San Luis Potosi, Mexico, through a joint venture in which the Company currently has a 64.4% controlling interest for a purchase price of approximately $5.8 million. The property was developed into a retail center by the grocery tenant anchoring the project. During December 2004, the Company acquired the completed building improvements from the tenant for a purchase price of approximately 77.2 million pesos (MXN) (approximately USD $6.9 million).
During December 2004, the Company acquired land located in Reynosa, Mexico for a purchase price of approximately $13.8 million. The property will be developed as a grocery anchored retail center with a projected total cost of approximately $22.0 million.
Merchant Building -
Effective January 1, 2001, the Company elected taxable REIT subsidiary status for its wholly-owned development subsidiary, KDI. KDI is primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion.
During the years 2005, 2004 and 2003, KDI expended approximately $363.1 million, $205.2 million and $208.9 million, respectively, in connection with the purchase of land and construction costs related to its ground-up development projects.
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These merchant building acquisition and development costs have been funded principally through proceeds from sales of completed projects and construction financings.
Other -
During 2005, the Company acquired ten self-storage facilities through an existing joint venture in which the Company held an approximate 93.5% economic interest, for a purchase price of approximately $39.9 million including the assumption of approximately $7.5 million of non-recourse fixed-rate mortgage debt encumbering three of the properties. Upon completing this purchase, this entity owned 17 self-storage facilities located in various states. The joint venture had cross-collateralized 14 of these properties with approximately $44.0 million of non-recourse floating-rate mortgage debt which was scheduled to mature in November 2007 and had an interest rate of LIBOR plus 2.75%. Based upon the provisions of FIN 46(R), the Company had determined that this entity was a VIE. The Company had further determined that the Company was the primary beneficiary of this VIE and had therefore consolidated this entity for financial reporting purposes. During November and December 2005, this entity disposed of, in separate transactions, four self-storage properties for an aggregate sales price of approximately $18.6 million resulting in an aggregate gain of approximately $5.8 million. Proceeds from these sales were used to pay down approximately $9.8 million of mortgage debt and provided distributions to the partners. As a result of these transactions, the Companys economic interest had significantly decreased and the entity became subject to the reconsideration provisions of FIN 46(R). Based upon this reconsideration event and the provision of FIN 46(R), the Company has determined that this entity is no longer a VIE and has therefore deconsolidated this entity and will now account for this investment under the equity method of accounting. As of December 31, 2005, this entity owned 13 self-storage properties. Three of the properties are encumbered by approximately $7.4 million of fixed-rate individual non-recourse mortgage debt which bears interest at 5.5% per annum and is scheduled to mature in June 2013. The remaining ten properties are cross-collateralized with approximately $33.3 million of variable rate debt which bears interest at LIBOR plus 2.75% (7.09% at December 31, 2005) and is scheduled to mature in November 2007. The Companys maximum exposure to loss associated with this entity is primarily limited to the Companys carrying value of this investment, which was approximately $14.2 million at December 31, 2005.
During June 2004, the Company acquired an operating property through the acquisition of the remaining 50% partnership interest in a joint venture in which the Company held a 50% interest. The property, acquired for approximately $12.5 million, is located in Tempe, AZ and is comprised of 0.2 million square feet of GLA.
During December 2004, the Company acquired a shopping center property through the acquisition of the remaining 50% partnership interest in a joint venture in which the Company held a 50% interest. The property, acquired for approximately $4.5 million, is located in Tampa, FL and is comprised of 0.1 million square feet of GLA.
Additionally during December 2004, the Company acquired interests in two parking facilities and a medical office building located in Allegheny, PA that are subject to a ground lease, for a purchase price of approximately $29.8 million.
These operating property acquisitions, development costs and other investments have been funded principally through the application of proceeds from the Companys public unsecured debt issuances, proceeds from mortgage and construction financings and availability under the Companys revolving lines of credit.
FNC Realty Corporation -
From 2000 through 2002 the Company acquired approximately $28.9 million face amount of Franks Nursery and Crafts, Inc. (Franks), 10.25% bonds for an aggregate purchase price of approximately $11.3 million. During February 2001, Franks filed for protection under Chapter 11 of the United States Bankruptcy Code. During May 2002, Franks plan of reorganization was confirmed by the Bankruptcy court and Franks emerged from bankruptcy. Pursuant to Franks reorganization plan, the Company received approximately 4.3 million shares of Franks common stock valued at $2.34 per share in
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settlement of its Franks bond investment. As a result of this conversion, the Company held an approximate 27% interest in Franks and began accounting for its investment on the equity method. In addition, the Company began providing loans to Franks under a revolving credit facility, which was collateralized by certain real estate interests of Franks. As an inducement to make these loans, Franks issued the Company approximately 4.4 million warrants with an exercise price of $1.15 per share.
During September 2004, Franks again filed for protection under Chapter 11 of the United States Bankruptcy Code. The Company committed to provide Franks, in addition to its revolving credit facility, with $27.0 million of debtor-in-possession financing for a term of one year at an interest rate of Prime plus 1.00%. From the petition date until July 26, 2005, Franks operated its business as a debtor-in-possession and during this period had completely liquidated its inventory and ceased operating as a retailer.
Franks plan of reorganization included a Company sponsored re-capitalization plan in which the Company, along with several other significant shareholders, agreed to re-capitalize Franks with approximately $104.0 million in cash in exchange for debt and equity securities and convert Franks from a publicly held retail company to a privately held real estate company.
On July 27, 2005, Franks emerged from Chapter 11 bankruptcy pursuant to a bankruptcy court approved plan of reorganization as FNC Realty Corporation (FNC). Pursuant to the reorganization plan, shareholders of Franks were offered cash of $0.75 per share or the right to exchange Franks common stock for FNC common stock on a 1:1 basis. FNCs capitalization included the issuance of approximately $27.0 million of common stock and $77.0 million of fixed-rate 7% convertible senior notes. The notes mature in July 2008, and may be converted at anytime by the holder for common shares of FNC at $0.75 per share. Proceeds from the issuance of common stock and convertible senior notes were used to repay all claims pursuant to the plan of reorganization, including amounts owed to the Company under its revolving credit facility and debtor-in-possession financing agreement.
Pursuant to the plan of reorganization, the Company received common shares of FNC representing an approximate 27% ownership interest in exchange for its interests in Franks. In addition, the Company acquired an additional 24.5% interest in the common shares of FNC for cash of approximately $17 million, thereby increasing the Companys ownership interest to approximately 51%. This acquisition of additional shares includes the exercise of warrants previously issued by Franks to the Company. The Company also acquired approximately $42 million of fixed-rate 7% convertible senior notes issued by FNC.
As a result of the increase in ownership interest from 27% to 51%, the Company became the controlling shareholder and therefore, commenced consolidation of FNC effective July 27, 2005. The acquisition of the additional 24.5% ownership interest has been accounted for as a step acquisition with the purchase price being allocated to the identified assets and liabilities of FNC.
As of July 27, 2005, FNC had approximately $154 million of net operating loss carry-forwards (NOLs), which may be utilized to offset future taxable income of FNC. As Franks had recurring losses and was in bankruptcy, the realization of the NOLs was uncertain. Accordingly, a full valuation allowance was previously recorded against the deferred tax asset relating to these NOLs. Of the total amount of available NOLs, the Company has estimated approximately $124 million is unrestricted and $30 million is restricted (limited to utilization of $1.1 million per year).
The Company has evaluated the level of valuation allowance required and determined, based upon the expected investment strategy for FNC, that approximately $27 million of the allowance should be reduced and recorded as an adjustment to the purchase price allocation.
As of July 27, 2005, FNC held interests in 55 properties with approximately $16.1 million of non-recourse mortgage debt encumbering 16 of the properties. These loans bear interest at fixed rates ranging from 4.00% to 7.75% and maturity dates ranging from June 2012 through June 2022. During December 2005, FNC pre-paid, without penalty, an aggregate $4.8 million of mortgage debt encumbering five of its properties. The mortgage debt bore interest at a 7.3% fixed rate per annum and was scheduled to mature in August 2012. As of December 31, 2005, FNC had approximately
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$11.4 million of non-recourse mortgage debt encumbering 11 properties. These remaining loans bear interest at fixed rates ranging from 4.00% to 7.75% and maturity dates ranging from June 2012 through June 2022.
The Companys investment strategy with respect to FNC includes re-tenanting, re-developing and disposition of the properties. From July 27, 2005 through December 31, 2005, FNC disposed of nine properties, in separate transactions, for an aggregate sales price of approximately $9.4 million.
4.
Dispositions of Real Estate:
Operating Real Estate -
During 2005, the Company (i) disposed of, in separate transactions, 20 operating properties for an aggregate sales price of approximately $93.3 million, (ii) transferred three operating properties to KROP for an aggregate price of approximately $49.0 million, (iii) transferred 52 operating properties to various joint ventures in which the Company has non-controlling interests ranging from 15% to 50% for an aggregate price of approximately $183.1 million. For the year ended December 31, 2005, these transactions resulted in gains of approximately $31.9 million and a loss on sale/transfer from four of the properties of approximately $5.2 million.
During June 2005, the Company disposed of a vacant land parcel located in New Ridge, MD for approximately $5.6 million resulting in a $4.6 million gain on sale. This gain is included in Other income, net on the Companys Condensed Consolidated Statements of Income.
During 2004, the Company (i) disposed of, in separate transactions, 16 operating properties and one ground lease for an aggregate sales price of approximately $81.1 million, including the assignment of approximately $8.0 million of non-recourse mortgage debt encumbering one of the properties; cash proceeds of approximately $16.9 million from the sale of two of these properties were used in a 1031 exchange to acquire shopping center properties located in Roanoke, VA, and Tempe, AZ, (ii) transferred 17 operating properties to KROP, as defined below, for an aggregate price of approximately $197.9 million and (iii) transferred 21 operating properties, comprising approximately 3.2 million square feet of GLA, to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30% for an aggregate price of approximately $491.2 million. A significant portion of the properties transferred were acquired in the Mid-Atlantic Merger.
Merchant Building -
During 2005, KDI sold, in separate transactions, six of its recently completed projects, and 41 out-parcels for approximately $264.1 million. These sales resulted in pre-tax gains of approximately $33.6 million.
During 2004, KDI sold, in separate transactions, five of its recently completed projects, three completed phases of projects and 29 out-parcels for approximately $170.2 million. These sales resulted in pre-tax gains of approximately $16.8 million.
During 2003, KDI sold, in separate transactions, four of its recently completed projects and 26 out-parcels for approximately $134.6 million, which resulted in pre-tax gains of approximately $17.5 million.
5.
Adjustment of Property Carry Values:
As part of the Companys periodic assessment of its real estate properties with regard to both the extent to which such assets are consistent with the Companys long-term real estate investment objectives and the performance and prospects of each asset, the Company determined in December 2004 that its investment in an operating property comprised of approximately 0.1 million square feet of GLA, with a book value of approximately $3.8 million, net of accumulated depreciation of approximately $2.6 million, may not be fully recoverable. Based upon managements assessment of current market conditions and lack of demand for the property, the Company reduced its anticipated holding period for this investment. As a result, the Company determined that its investment in this asset was not fully recoverable and recorded an adjustment of property carrying value of approximately $3.0 million to reflect the propertys
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estimated fair value. The Companys determination of estimated fair value was based upon third-party purchase offers less estimated closing costs. This property was subsequently sold during 2005 and this adjustment was included along with the related property operations in the line Income from discontinued operating properties in the Companys Consolidated Statements of Income.
6.
Discontinued Operations and Assets Held for Sale:
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144) the Company reports as discontinued operations assets held-for-sale (as defined by SFAS No. 144) as of the end of the current period and assets sold subsequent to the adoption of SFAS No. 144. All results of these discontinued operations are included in a separate component of income on the Consolidated Statements of Income under the caption Discontinued operations. This change has resulted in certain reclassifications of 2005, 2004 and 2003 financial statement amounts.
The components of Income from discontinued operations for each of the three years in the period ended December 31, 2005 are shown below. These include the results of operations through the date of each respective sale for properties sold during 2005, 2004 and 2003 and a full year of operations for those assets classified as held-for-sale as of December 31, 2005 (in thousands):
2005
2004
2003
Discontinued Operations:
Revenues from rental property
$
10,769
$
16,930
$
30,385
Rental property expenses
(3,664
)
(5,311
)
(10,443
)
Income from property operations
7,105
11,619
19,942
Depreciation of rental property
(2,100
)
(3,255
)
(5,856
)
Interest expense
(571
)
(841
)
(106
)
Other income/(expense)
1,291
(2,164
)
(88
)
Income from discontinued operating properties
5,725
5,359
13,892
Gain on early extinguishment of debt
6,760
Loss on operating properties held for sale/sold
(5,098
)
(5,064
)
(4,016
)
Gain on disposition of operating properties
28,918
15,823
47,657
Income from discontinued operations
$
29,545
$
16,118
$
64,293
During March 2005, the Company reclassified as held-for-sale three shopping center properties comprising approximately 0.4 million square feet of GLA. The book value of each of these properties, aggregating approximately $17.1 million, net of accumulated depreciation of approximately $8.4 million, did not exceed each of their estimated fair values. As a result, no adjustment of property carrying value was recorded. The Companys determination of the fair value for each of these properties, aggregating approximately $22.1 million, was based upon executed contracts of sale with third parties less estimated selling costs. The Company completed the sale of these properties during the quarter ended June 30, 2005.
During June 2005, the Company reclassified as held-for-sale a shopping center property comprising approximately 0.2 million square feet of GLA. The book value of this property of approximately $25.1 million, net of accumulated depreciation of approximately $1.0 million, did not exceed its estimated fair value. As a result, no adjustment of property carrying value had been recorded. The Companys determination of the fair value of this property of approximately $39.3 million, was based upon an executed contract of sale with a third party less estimated selling costs.
During December 2004, the Company reclassified as held-for-sale a shopping center property located in Melbourne, FL, comprising approximately 0.1 million square feet of GLA. The operations associated with this property for the current and comparative
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years, have been included in the caption Income from discontinued operations on the Companys Consolidated Statements of Income.
During March 2004, the Company reclassified as held-for-sale two shopping center properties comprising approximately 0.3 million square feet of GLA. The book value of these properties, aggregating approximately $8.7 million, net of accumulated depreciation of approximately $4.2 million, exceeded their estimated fair value. The Companys determination of the fair value of these properties, aggregating approximately $4.5 million, was based upon contracts of sale with third parties less estimated selling costs. As a result, the Company had recorded a loss resulting from an adjustment of property carrying values of $4.2 million. During March 2004, the Company completed the sale of one of these properties, comprising approximately 0.1 million square feet of GLA, for a sales price of approximately $1.1 million. During June 2004, the Company completed the sale of the other property, comprising approximately 0.2 million square feet of GLA, for a sales price of approximately $3.9 million. The loss associated with these transactions along with the related property operations for the current and comparative years, has been included in the caption Income from discontinued operations on the Companys Consolidated Statements of Income.
During December 2003, the Company identified two operating properties, comprised of approximately 0.2 million square feet of GLA, as held-for-sale. The book value of these properties, aggregating approximately $19.4 million, net of accumulated depreciation of approximately $2.1 million, exceeded their estimated fair value. The Companys determination of the fair value of these properties, aggregating approximately $15.4 million, was based upon contracts of sale with third parties less estimated selling costs. As a result, the Company recorded a loss resulting from an adjustment of property carrying values of approximately $4.0 million. This adjustment is included, along with the related property operations for the current and comparative years, in the caption Income from discontinued operations on the Companys Consolidated Statements of Income.
During 2003, the Company reached agreement with certain lenders in connection with three individual non-recourse mortgages encumbering three former Kmart sites. The Company paid approximately $14.2 million in full satisfaction of these loans, which aggregated approximately $24.0 million. As a result of these transactions, the Company recognized a gain on early extinguishment of debt of approximately $9.7 million during 2003, of which $6.8 million is included in Income from discontinued operations.
7.
Investment and Advances in Real Estate Joint Ventures:
Kimco Income REIT (KIR) -
During 1998, the Company formed KIR, an entity that was established for the purpose of investing in high quality real estate properties financed primarily with individual non-recourse mortgages. These properties include, but are not limited to, fully developed properties with strong, stable cash flows from credit-worthy retailers with long-term leases. The Company originally held a 99.99% limited partnership interest in KIR. Subsequent to KIRs formation, the Company sold a significant portion of its original interest to an institutional investor and admitted three other limited partners. KIR had received total capital commitments of $569.0 million, of which the Company subscribed for $247.0 million and the four limited partners subscribed for $322.0 million. During 2004, the KIR partners elected to cancel the remaining unfunded capital commitments of $99.0 million, including $42.9 million from the Company. As of December 31, 2005, the Company had a 43.3% non-controlling limited partnership interest in KIR.
In addition, KIR entered into a master management agreement with the Company, whereby the Company will perform services for fees related to management, leasing, operations, supervision and maintenance of the joint venture properties. For the years ended December 31, 2005, 2004 and 2003, the Company (i) earned management fees of approximately $3.1 million, $2.9 million and $2.9 million, respectively, (ii) received reimbursement of administrative fees of approximately $0.5 million, $0.4 million and $0.4 million, respectively, and (iii) earned leasing commissions of approximately $0.3 million, $0.3 million and $0.5 million, respectively.
During March 2005, KIR disposed of an operating property and an out-parcel, in separate
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transactions, for an aggregate sale price of approximately $43.1 million. These sales resulted in an aggregate gain of approximately $17.8 million of which the pro-rata gain to the Company was approximately $7.7 million. In connection with the sale of the operating property, KIR incurred a $2.0 million loan defeasance charge, of which the Companys pro-rata share was approximately $0.9 million.
During October 2005, KIR sold an operating property for a sales price of approximately $8.1 million. This sale resulted in a gain of approximately $2.4 million of which the pro-rata gain to the Company was approximately $1.0 million.
During March 2005, KIR purchased a shopping center property located in Delran, NJ, for approximately $4.6 million.
In April 2005, KIR entered into a three-year $30.0 million unsecured revolving credit facility which bears interest at LIBOR plus 1.40%. As of December 31, 2005, there were no amounts outstanding under this credit facility.
During April 2004, KIR disposed of an operating property located in Las Vegas, NV, for a sales price of approximately $21.5 million, which approximated its net book value.
As of December 31, 2005, the KIR portfolio was comprised of 68 shopping center properties aggregating approximately 14.2 million square feet of GLA located in 20 states.
RioCan Investments -
During October 2001, the Company formed a joint venture (the RioCan Venture) with RioCan Real Estate Investment Trust (RioCan) in which the Company has a 50% non-controlling interest, to acquire retail properties and development projects in Canada. The acquisition and development projects are to be sourced and managed by RioCan and are subject to review and approval by a joint oversight committee consisting of RioCan management and the Companys management personnel. Capital contributions will only be required as suitable opportunities arise and are agreed to by the Company and RioCan.
During April 2004, the RioCan Venture acquired an operating property located in Mississauga, Ontario, comprising approximately 0.2 million square feet of GLA, for a purchase price of approximately CAD $44.2 million (approximately USD $32.3 million). During August 2004, the RioCan Venture obtained approximately CAD $28.7 million (approximately USD $21.6 million) of mortgage debt on this property. The loan bears interest at a fixed rate of 6.37% with payments of principal and interest due monthly. The loan is scheduled to mature in August of 2014.
As of December 31, 2005, the RioCan Venture was comprised of 34 operating properties and one development property consisting of approximately 8.1 million square feet of GLA.
Kimco / G.E. Joint Venture (KROP)
During 2001, the Company formed a joint venture (the Kimco Retail Opportunity Portfolio or KROP) with GE Capital Real Estate (GECRE), in which the Company has a 20% non-controlling interest and manages the portfolio. The purpose of this joint venture is to acquire established high-growth potential retail properties in the United States. Total capital commitments to KROP from GECRE and the Company are for $200.0 million and $50.0 million, respectively, and such commitments are funded proportionately as suitable opportunities arise and are agreed to by GECRE and the Company.
During 2005, GECRE and the Company contributed approximately $21.2 million and $5.3 million, respectively, toward their capital commitments. As of December 31, 2005, KROP had unfunded capital commitments of $28.5 million, including $5.7 million by the Company. Additionally, GECRE and the Company provided short-term interim financing for all acquisitions made by KROP without a mortgage in place at the time of acquisition. All such financing bears interest at rates ranging from LIBOR plus 4.0% to LIBOR plus 5.25% and have maturities of less than one year. As of December 31, 2005 and 2004, there were no outstanding short-term interim financing due to GECRE or the Company.
During 2005, KROP acquired four operating properties and one out-parcel, in separate
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transactions, for an aggregate purchase price of approximately $74.6 million, including the assumption of approximately $26.2 million of individual non-recourse mortgage debt encumbering two of the properties and preferred units of approximately $4.2 million associated with another property.
During 2005, KROP disposed of three unencumbered operating properties and two out-parcels, in separate transactions, for an aggregate sales price of approximately $60.3 million. These sales resulted in an aggregate gain of approximately $18.3 million of which the Companys pro-rata share was approximately $3.7 million.
During 2005, KROP obtained ten-year individual non-recourse, non-crossed collateralized fixed-rate mortgages aggregating approximately $21.9 million on two of its previously unencumbered properties with rates ranging from 5.2% to 5.3%.
During 2005, KROP obtained two non-recourse, non-crossed collateralized variable rate mortgages for a total of $25.7 million on two properties with rates of LIBOR plus 1.30% and 1.65% with terms of two and three years, respectively.
During 2004, KROP acquired 19 operating properties for an aggregate purchase price of approximately $242.6 million, including the assumption of approximately $63.5 million of individual non-recourse mortgage debt encumbering eight of the properties.
During 2004, KROP disposed of five operating properties and three out-parcels for an aggregate sales price of approximately $65.8 million, including the assignment of approximately $7.2 million of non-recourse mortgage debt encumbering one of the properties. These sales resulted in an aggregate gain of approximately $20.2 million.
During 2004, KROP obtained one non-recourse, cross-collateralized, fixed-rate mortgage aggregating $30.7 million on four properties with a rate of 4.74% for five years. KROP also obtained individual non-recourse, non-cross-collateralized fixed-rate mortgages aggregating approximately $22.0 million on two of its previously unencumbered properties with rates ranging from 5.0% to 5.1% with terms of five years.
During 2004, KROP obtained one non-recourse, cross-collateralized, variable-rate mortgage aggregating $54.4 million on six properties with a rate of LIBOR plus 2.25% with a term of two years. KROP also obtained one non-recourse, non-cross collateralized variable rate mortgage for $23.2 million on one of its previously unencumbered properties with a rate of LIBOR plus 1.8% with a three-year term. In order to mitigate the risks of interest rate fluctuations associated with these variable-rate obligations, KROP entered into interest rate cap agreements for the notional values of these mortgages.
As of December 31, 2005, the KROP portfolio was comprised of 38 shopping center properties aggregating approximately 5.6 million square feet of GLA located in 14 states.
Other Real Estate Joint Ventures
The Company and its subsidiaries have investments in and advances to various other real estate joint ventures. These joint ventures are engaged primarily in the operation and development of shopping centers which are either owned or held under long-term operating leases.
During December 2004, the Company acquired the Price Legacy Corporation through a newly formed joint venture, PL Retail LLC (PL Retail), in which the Company has a 15% non-controlling interest and manages the portfolio. In connection with this transaction, PL Retail acquired 33 operating properties aggregating approximately 7.6 million square feet of GLA located in ten states. To partially fund the acquisition, the Company provided PL Retail approximately $30.6 million of secured mezzanine financing. This interest-only loan bears interest at a fixed rate of 7.5% and matures in December 2006. The Company also provided PL Retail a secured short-term promissory note of approximately $8.2 million. This interest only note bore interest at LIBOR plus 4.50% and was scheduled to mature in June 2005. During 2005, this note was amended to bear interest at LIBOR plus 6.0% and is now payable on demand. During the year ended December 31, 2005, PL Retail disposed of nine operating properties, in separate transactions, for an aggregate sales price of approximately $81.4 million, which represented the approximate carrying values of the properties. Proceeds of
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approximately $22.0 million were used to partially repay the mezzanine financing that was provided by the Company. As of December 31, 2005, PL Retail had approximately $8.9 million outstanding on the mezzanine financing and approximately $8.2 million outstanding on the promissory note. As of December 31, 2005, PL Retail consisted of 25 operating properties aggregating approximately 6.8 million square feet of GLA and had approximately $777.3 million outstanding in non-recourse mortgage debt, of which approximately $507.2 million had fixed rates ranging from 4.66% to 9.00% and approximately $270.1 had variable rates ranging from 5.74% to 9.59%. The fixed-rate loans have maturities ranging from 3-to-11 years and the variable-rate loans have maturities ranging from one-to-three years.
During March 2005, a joint venture in which the Company has a 50% non-controlling interest, disposed of two vacant land parcels located in Glendale, AZ, in separate transactions, for an aggregate sales price of approximately $9.9 million. These sales resulted in an aggregate gain of approximately $4.8 million, of which the Companys share was approximately $2.4 million.
Additionally, during March 2005, the Company transferred 50% of the Companys 95% interest in a developed property located in Huehuetoca, Mexico, to a joint venture partner for approximately $5.3 million, which approximated its carrying value. As a result of this transaction, the Company now holds a 47.5% non-controlling interest and has deconsolidated the investment. The Company now accounts for its investment under the equity method of accounting.
During April 2005, the Company acquired an operating property located in Hillsborough, NJ, comprising approximately 0.1 million square feet of GLA, through a newly formed joint venture in which the Company has a 50% non-controlling interest. The property was acquired for approximately $4.0 million including the assumption of approximately $1.9 million of non-recourse mortgage debt encumbering the property. Subsequent to the purchase the joint venture obtained a $3.2 million one-year term loan which bears interest at LIBOR plus 0.55% (4.94% at December 31, 2005). This loan is jointly and severally guaranteed by the joint venture partners, including the Company. Proceeds from this loan were used to repay the $1.9 million mortgage encumbering the property.
During May 2005, the Company acquired a hotel property located in Cancun, Mexico, through a newly formed joint venture in which the Company has an 80% non-controlling interest. The property was purchased for approximately $19.7 million. Simultaneous with the closing, the property was encumbered with $12.4 million of non-recourse mortgage debt which bears interest at a fixed rate of 7.63% per annum and matures during May 2010. During 2005, the property incurred significant hurricane damage which has temporarily suspended operations. The Company believes that its property insurance and business interruption insurance will adequately cover losses associated with this event.
During May 2005, the Company acquired a $10.2 million mortgage receivable through a newly formed joint venture in which the Company has a 50% non-controlling interest. The mortgage encumbered a property located in Derby, CT, comprising approximately 0.1 million square feet of GLA. During October 2005, the joint venture foreclosed on the property and obtained fee title.
During June 2005, the Company acquired an additional 25% interest in a joint venture in which the Company had previously held a 7.77% interest for approximately $26.0 million. This joint venture owns an operating property, comprised of approximately 0.5 million square feet of GLA, located in Fremont, CA. During December 2005, the Company sold a portion of its interest in this joint venture to a new partner who purchased 70% of this partnership. The Company now has a 30% non-controlling interest in this joint venture and accounts for its investment under the equity method of accounting.
During July 2005, the Company acquired an interest in an office property located in Houston, TX, comprising approximately 0.6 million square feet of GLA through a newly formed joint venture in which the Company has an 85% non-controlling interest. The Companys investment in the joint venture was approximately $12.2 million. The joint venture purchased the property for approximately $91.1 million subject to $76.5 million of non-recourse mortgage debt which bears interest at a fixed-rate of 5.15% per annum and matures during August 2015. The Company accounts for this investment under the equity method of accounting.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Additionally, during July 2005, the Company transferred a developed property located in Reynosa, Mexico, to a newly formed joint venture in which the Company has a 50% non-controlling interest, for a price of approximately $6.9 million. The Company now accounts for this investment under the equity method of accounting.
During October 2005, the Company acquired interests in 57 industrial properties located in Mexico, through a newly formed joint venture in which the Company has a 50% non-controlling interest, for a purchase price of approximately $277.5 million, including the assumption of approximately $167.0 million of non-recourse mortgage debt encumbering 52 properties. The properties comprise approximately 5.6 million square feet of GLA.
Additionally, during 2005, the Company acquired, in separate transactions, 12 operating properties comprising approximately 1.7 million square feet of GLA, through newly formed joint ventures in which the company has non-controlling interests ranging from 5% to 50%. The aggregate purchase price for these properties was approximately $265.6 million, including the assumption of approximately $29.1 million of non-recourse mortgage debt encumbering three of the properties. The Company accounts for its investment in these joint ventures under the equity method of accounting.
During September 2005, the Company transferred 45 operating properties, comprising approximately 0.3 million square feet of GLA, located in Virginia and Maryland to a newly formed unconsolidated joint venture in which the Company has a 15% non-controlling interest. The transfer price was approximately $85.3 million including the assignment of approximately $65.0 million of cross-collateralized non-recourse mortgage debt encumbering all of the properties.
Additionally, during 2005, the Company transferred, in separate transactions, five operating properties comprising approximately 0.7 million square feet of GLA, to newly formed joint ventures in which the Company has 20% non-controlling interests, for an aggregate price of approximately $85.6 million, including the assignment of approximately $40.2 million of mortgage debt encumbering three of the properties.
During January 2004, the Company acquired a property located in Marlborough, MA, through a joint venture in which the Company has a 40% non-controlling interest. The property was acquired for a purchase price of approximately $26.5 million, including the assumption of approximately $21.2 million of non-recourse mortgage debt encumbering the property.
During September 2004, the Company acquired a property located in Pompano, FL, comprising approximately 0.1 million square feet of GLA, through a newly formed joint venture in which the Company has a 20% non-controlling interest, for approximately $20.4 million.
During October 2004, the Company transferred 50% of the Companys 90% interest in an operating property located in Juarez, Mexico to a joint venture partner for approximately USD $5.4 million, which approximated its carrying value. As a result of this transaction, the Company now holds a 45% non-controlling interest in this property and now accounts for its investment under the equity method of accounting.
Additionally during October 2004, the Company acquired an operating property located in Valdosta, GA, comprising approximately 0.2 million square feet of GLA, through a newly formed joint venture in which the Company has a 50% non-controlling interest. The property was acquired for a purchase price of approximately $10.7 million, including the assumption of approximately $8.0 million of non-recourse mortgage debt encumbering the property.
Also during December 2004, the Company acquired an operating property located in Bellevue, WA, comprising approximately 0.5 million square feet of GLA, through a joint venture in which the Company has a 50% non-controlling interest, for approximately $102.0 million.
During 2004, the Company transferred 12 operating properties, comprising approximately 1.5 million square feet of GLA, to a newly formed joint venture in which the Company has a 15% non-controlling interest, for a price of approximately $269.8 million, including an aggregate $161.2 million of individual non-recourse mortgage debt
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
encumbering the properties. Simultaneously with the transfer, the Company entered into a management agreement whereby the Company will perform services for fees related to management, leasing, operations, supervision and maintenance of the joint venture properties. In addition, the Company will earn fees related to the acquisition and disposition of properties by the venture. During 2004, the Company earned management fees and acquisition fees of approximately $1.1 million and $1.3 million, respectively.
Additionally during 2004, the Company transferred, in separate transactions, eight operating properties comprising approximately 1.5 million square feet of GLA, to newly formed joint ventures in which the Company has non-controlling interests ranging from 10% to 30%, for an aggregate price of approximately $216.0 million, including the assignment of approximately $95.5 million of non-recourse mortgage debt and $24.1 million of downReit units.
Summarized financial information for these real estate joint ventures is as follows (in millions):
December 31,
2005
2004
Assets:
Real estate, net
$
6,470.4
$
5,451.0
Other assets
308.5
200.5
$
6,778.9
$
5,651.5
Liabilities and Partners Capital:
Mortgages payable
$
4,443.6
$
3,781.0
Notes payable
58.7
40.0
Construction loans
69.6
29.1
Other liabilities
144.0
115.5
Minority interest
81.9
36.5
Partners capital
1,981.1
1,649.4
$
6,778.9
$
5,651.5
Year Ended December 31,
2005
2004
2003
Revenues from rental property
$
759.0
$
545.8
$
423.3
Operating expenses
(214.0
)
(155.6
)
(119.2
)
Interest
(247.1
)
(171.0
)
(137.9
)
Depreciation and amortization
(153.7
)
(97.1
)
(66.4
)
Other, net
(8.4
)
(5.8
)
(9.3
)
(623.2
)
(429.5
)
(332.8
)
Income from continuing operations
135.8
116.3
90.5
Discontinued Operations:
Income/(loss) from discontinued operations
(1.7
)
1.8
3.7
Gain on dispositions of properties
52.5
20.2
0.0
Net income
$
186.6
$
138.3
$
94.2
Other liabilities in the accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling approximately $13.2 million and $13.7 million at December 31, 2005 and 2004, 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 generally accepted accounting principles.
The Companys maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments. As of
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December 31, 2005 and 2004, the Companys carrying value in these investments approximated $735.6 million and $595.2 million, respectively.
8.
Other Real Estate Investments:
Preferred Equity Capital -
The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate properties. During 2005, the Company provided, in separate transactions, an aggregate of approximately $84.3 million in investment capital to developers and owners of 79 real estate properties. During 2004, the Company provided, in separate transactions, an aggregate of approximately $101.0 million in investment capital to developers and owners of 54 real estate properties. As of December 31, 2005, the Companys net investment under the Preferred Equity program was approximately $225.9 million relating to 131 properties. For the years ended December 31, 2005, 2004 and 2003, the Company earned approximately $32.8 million, including $12.6 million from promoted interests earned from six capital transactions, $11.4 million, including $3.9 million from promoted interests earned from four capital transactions, and $4.6 million, including $1.7 million from promoted interests earned from two capital transactions, respectively, from these investments.
Summarized financial information relating to the Companys preferred equity investments is as follows (in millions):
December 31,
2005
2004
Assets:
Real estate, net
$
945.0
$
715.5
Other assets
65.5
29.3
$
1,010.5
$
744.8
Liabilities and Partners Capital:
Notes and mortgages payable
$
703.3
$
548.3
Other liabilities
19.7
15.4
Partners capital
287.5
181.1
$
1,010.5
$
744.8
Year Ended December 31,
2005
2004
2003
Revenues from Rental Property
$
118.5
$
61.6
$
38.8
Operating expenses
(42.0
)
(19.4
)
(12.2
)
Interest
(38.9
)
(21.2
)
(16.1
)
Depreciation and amortization
(19.3
)
(9.6
)
(5.3
)
Other, net
(1.2
)
(0.3
)
(101.4
)
(50.5
)
(33.6
)
17.1
11.1
5.2
Gain on disposition of properties
49.8
4.4
0.8
Net income
$
66.9
$
15.5
$
6.0
The Companys maximum exposure to losses associated with its Preferred Equity investments is primarily limited to its invested capital. As of December 31, 2005 and 2004, the Companys invested capital in its Preferred Equity investments approximated $225.9 million and $157.0 million, respectively.
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, 2005, 2004 and 2003, was approximately $9.1 million, $3.9 million and $0.3 million, respectively. These amounts represent sublease revenues during the years ended December 31, 2005, 2004 and 2003, of approximately $17.8 million, $13.3 million and $12.3 million, respectively, less related expenses of $7.4 million, $8.0 million and $10.6 million, respectively, and an amount which, in managements estimate, reasonably provides for the recovery of the investment over a period representing the expected remaining term of the retail store leases. The Companys 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): 2006, $7.7 and $5.2; 2007, $7.1 and $4.4; 2008, $5.7 and $3.3; 2009, $4.4 and $2.4; 2010, $3.6 and $2.0; and thereafter, $3.4 and $2.1, respectively.
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Kimsouth -
During November 2002, the Company, through its taxable REIT subsidiary, together with Prometheus Southeast Retail Trust, completed the merger and privatization of Konover Property Trust, which has been renamed Kimsouth Realty, Inc., (Kimsouth). The Company acquired 44.5% of the common stock of Kimsouth, which consisted primarily of 38 retail shopping center properties comprising approximately 4.6 million square feet of GLA. Total acquisition value was approximately $280.9 million, including approximately $216.2 million in assumed mortgage debt. The Companys non-controlling investment in Kimsouth differs from its share of historical net book value of assets and liabilities of Kimsouth. The Companys investment strategy with respect to Kimsouth includes re-tenanting, repositioning and disposition of the properties.
During 2005, Kimsouth disposed of seven shopping center properties, in separate transactions, for an aggregate sales price of approximately $78.9 million, including the assignment of approximately $23.7 million of mortgage debt encumbering two of the properties. During 2005, the Company recognized pre-tax profits from the Kimsouth investment of approximately $4.9 million, which is included in the caption Income from Other Real Estate Investments on the Companys consolidated Statements of Income.
During 2004, Kimsouth disposed of 11 shopping center properties, in separate transactions, for an aggregate sales price of approximately $110.2 million, including the assignment of approximately $2.7 million of mortgage debt encumbering one of the properties. During 2004, the Company recognized pre-tax profits from the Kimsouth investment of approximately $10.6 million, which is included in the caption Income from Other Real Estate Investments on the Companys Consolidated Statements of Income.
During 2003, Kimsouth disposed of 14 shopping center properties, in separate transactions, for an aggregate sales price of approximately $84.0 million, including the assignment of approximately $18.4 million of mortgage debt encumbering six of the properties. During 2003, the Company recognized pre-tax profits from the Kimsouth investment of approximately $12.1 million.
Selected financial information for Kimsouth is as follows (in millions):
December 31,
2005
2004
Assets:
Real estate held for sale
$
56.7
$
111.5
Other assets
6.5
7.6
$
63.2
$
119.1
Liabilities and Stockholders Equity:
Mortgages payable
$
29.4
$
77.5
Other liabilities
0.7
1.5
Stockholders equity
33.1
40.1
$
63.2
$
119.1
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Year Ended December 31,
2005
2004
2003
Discontinued Operations
Revenues from rental property
$
9.0
$
21.8
$
34.4
Operating expenses
(6.9
)
(7.5
)
(10.5
)
Interest
(3.1
)
(7.9
)
(13.7
)
Depreciation and amortization
(0.3
)
(4.5
)
(9.5
)
Other, net
(0.5
)
(0.4
)
(0.1
)
(1.8
)
1.5
0.6
Gain on disposition of properties
12.6
8.7
12.8
Adjustment of property carrying values
(2.4
)
(14.3
)
Net income/(loss) from discontinued operations
$
8.4
$
(4.1
)
$
13.4
As of December 31, 2005, the Kimsouth portfolio was comprised of five properties, including the remaining office component of an operating property sold in 2004, aggregating approximately 1.2 million square feet of GLA located in four states.
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 Companys cash equity investment was approximately $4.0 million. This equity investment is reported as a net investment in leveraged lease in accordance with SFAS No. 13, Accounting for Leases (as amended).
During 2002 and 2003, eight of these properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $18.7 million.
During 2004, three properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $5.5 million.
During 2005, an additional three properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $2.9 million. As of December 31, 2005, the remaining 16 properties were encumbered by third-party non-recourse debt of approximately $52.8 million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease.
As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease. Accordingly, this obligation has been offset against the related net rental receivable under the lease.
At December 31, 2005 and 2004, the Companys net investment in the leveraged lease consisted of the following (in millions):
2005
2004
Remaining net rentals
$
68.9
$
72.5
Estimated unguaranteed residual value
43.8
48.8
Non-recourse mortgage debt
(52.8
)
(58.4
)
Unearned and deferred income
(55.9
)
(59.1
)
Net investment in leveraged lease
$
4.0
$
3.8
Ward Venture -
During March 2001, through a taxable REIT subsidiary, the Company formed a real estate joint venture (the Ward Venture), in which the Company has a 50% interest, for purposes of acquiring asset designation rights for substantially all of the real estate property interests of the bankrupt estate of Montgomery Ward LLC and its affiliates. These asset designation rights have provided the Ward Venture the ability to direct the ultimate disposition of the 315 fee and leasehold interests held by the bankrupt estate. The asset designation rights expired in August 2002 for the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
leasehold positions and expired in December 2004 for the fee-owned locations. During the marketing period, the Ward Venture was responsible for all carrying costs associated with the properties until the property was designated to a user. During 2004, the one remaining property was sold pursuant to an installment sales agreement. Per the agreement, the purchase price for this property will be paid by November 15, 2006.
During 2004, the Ward Venture completed transactions on four properties and the Company recognized pre-tax profits of approximately $2.5 million.
During 2003, the Ward Venture completed transactions on seven properties and the Company recognized pre-tax profits of approximately $3.5 million.
9.
Mortgages and Other Financing Receivables:
During May 2002, the Company provided a secured $15 million three-year term loan and a secured $7.5 million revolving credit facility to Franks at an interest rate of 10.25% per annum collateralized by 40 real estate interests. Interest is payable quarterly in arrears. During 2003, the revolving credit facility was amended to increase the total borrowing capacity to $17.5 million. During January 2004, the revolving loan was further amended to provide up to $33.75 million of borrowings from the Company. During September 2004, Franks filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The Company committed to provide an additional $27.0 million of Debtor-in-Possession financing with a term of one year at an interest rate of Prime plus 1.00% per annum. During July 2005, Franks emerged from bankruptcy as FNC and repaid all outstanding amount owed to the Company under the revolving credit facility and Debtor-in-Possession agreement (See Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).
During April 2005, the Company provided a construction loan commitment of up to 53.5 million Mexican Pesos (MXP) (approximately USD $5.0 million) to a developer for the construction of a new retail center in Acapulco, Mexico. The loan bears interest at a fixed rate of 11.75% and provides for an additional 20% participation of property cash flow, as defined. This facility is initially interest only and then converts to an amortizing loan at the earlier of 120 days after construction completion or upon opening of the anchor tenant. This facility is collateralized by the related property and matures in May 2015. As of December 31, 2005, there was approximately MXP 53.5 million (USD $5.0 million) outstanding on this loan.
Additionally, during April 2005, a newly formed joint venture, in which the Company has a 50% non-controlling interest, provided a retailer with a three-year $28.0 million revolving line of credit at a floating interest rate of Prime plus 5.5% per annum. The facility also provides for a 3.0% unused line fee and a 2.50% origination fee. The facility is collateralized by certain real estate interests of the borrower. As of December 31, 2005, the outstanding balance on this facility was $10.2 million of which the Companys share was $5.2 million.
During May 2005, a newly formed joint venture, in which the Company has a 44.38% non-controlling interest, provided Debtor-in-Possession financing to a healthcare facility that recently filed for bankruptcy and is closing its operations. The term of this loan is two years and bears interest at Prime plus 2.5%. The loan is collateralized by a hospital building, a six-story commercial building, a 12-story 133-unit apartment complex and various other building structures. The Companys share of the outstanding balance of this loan at December 31, 2005, is $2.9 million.
Additionally, during May 2005, the Company acquired four mortgage loans collateralized by individual properties with an aggregate face value of approximately $16.6 million for approximately $14.3 million. These performing loans, which provide for monthly payments of principal and interest, bear interest at a fixed-rate of 7.57% and mature on June 1, 2019. As of December 31, 2005, there was an aggregate of approximately $14.1 million outstanding on these loans.
During September 2005, a newly formed joint venture, in which the Company has an 80% interest, acquired a $43.6 million mortgage receivable for a purchase price of approximately $34.2 million. The loan bears interest at a rate of three-month LIBOR plus 2.75% per annum and matures on January 12, 2010. The loan is collateralized by a
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
626 room hotel located in Lake Buena Vista, FL. The Company has determined that this entity is a VIE and has further determined that the Company is the primary beneficiary of this VIE and has therefore consolidated it for financial reporting purposes. As of December 31, 2005, the outstanding loan balance, net of discount, was approximately $35.0 million.
During October 2005, the Company provided a construction loan commitment of up to $38.1 million to a developer for acquisition and re-development of a retail center located in Richland Township, PA. The loan is interest only at a rate of LIBOR plus 220 basis points and matures in October of 2007. As of December 31, 2005, the outstanding balance on this loan was approximately $3.2 million.
During March 2002, the Company provided a $50.0 million ten-year loan to Shopko Stores, Inc., at an interest rate of 11.0% per annum collateralized by 15 properties. The Company receives principal and interest payments on a monthly basis. During January 2003, the Company sold a $37.0 million participation interest in this loan to an unaffiliated third party. The interest rate on the $37.0 million participation interest is a variable rate based on LIBOR plus 3.50%. The Company continued to act as the servicer for the full amount of the loan. During December 2005, Shopko elected to prepay the outstanding loan balance of approximately $46.7 million in full satisfaction of this loan. Shopko, also paid a prepayment penalty to the Company of $14.0 million.
During December 2005, the Company provided a construction loan commitment of up to MXP 39.9 million (approximately USD $3.7 million) to a developer for the construction of a new retail center in Magno Deco, Mexico. The loan bears interest at a fixed rate of 11.75% and provides for an additional 20% participation of property cash flow, as defined. This loan is collateralized by the related property and matures in May 2015. As of December 31, 2005, there was approximately MXP 38.7 million (USD $3.6 million) outstanding on this loan.
During July 2004, the Company provided an $11.0 million five-year term loan to a retailer at a floating interest rate of Prime plus 3.0% per annum or, at the borrowers election, LIBOR plus 5.5% per annum. The facility was interest only, payable monthly in arrears and was collateralized by certain real estate interests of the borrower. During December 2005, the borrower elected to prepay the outstanding loan balance of $11.0 million in full satisfaction of this loan.
During March 2002, the Company provided a $15.0 million three-year term loan to Gottchalks, Inc., at an interest rate of 12.0% per annum collateralized by three properties. The Company received principal and interest payments on a monthly basis. During March 2004, Gottchalks, Inc., elected to prepay the remaining outstanding loan balance of approximately $13.2 million in full satisfaction of this loan.
During 2003, the Company provided a five-year $3.5 million term loan to Grass America, Inc. (Grass America) at an interest rate of 12.25% per annum collateralized by certain real estate interests of Grass America. The Company received principal and interest payments on a monthly basis. During May 2004, Grass America elected to prepay the remaining outstanding loan balance of approximately $3.5 million in full satisfaction of this loan.
During April 2004, the Company provided a $2.7 million term loan at a fixed rate of 11.0% and a $4.1 million revolving line of credit at a fixed rate of 12.0% to a retailer. Both facilities are interest only, payable monthly and mature May 1, 2007. As of December 31, 2005, the aggregate outstanding loan balance of these facilities was approximately $4.0 million.
During May 2004, the Company provided a construction loan commitment of up to MXN 51.5 million (approximately USD $4.7 million) to a developer for the construction of a retail center in Cancun, Mexico. The loan bears interest at a fixed rate of 11.25% and provides for an additional 20% participation of property cash flows, as defined. This facility is initially interest only and then converts to an amortizing loan at the earlier of 120 days after construction completion or upon opening of the grocery anchor tenant. This facility is collateralized by the related property and matures in May 2014. As of December 31, 2005, there was approximately MXN 46.9 million (USD $4.4 million) outstanding on this loan.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
During September 2004, the Company acquired a $3.5 million mortgage receivable for $2.7 million. The interest rate on this mortgage loan is Prime plus 1.0% per annum with principal and interest paid monthly. This loan matures in February 2006 and is collateralized by a shopping center comprising 0.3 million square feet of GLA in Wilkes-Barre, PA. During May 2005, the borrower elected to prepay the outstanding loan balance in full satisfaction of this loan.
During December 2004, the Company provided a $5.2 million interest-only five-year term loan to a grocery chain. The interest rate on this loan is Prime plus 6.50% per annum payable monthly in arrears and is collateralized by certain real estate interests of the borrower. As of December 31, 2005, the outstanding loan balance was approximately $4.1 million.
Additionally, during December 2004, the Company acquired a $3.3 million 6.9% mortgage receivable for $2.2 million. This mortgage loan pays principal and interest quarterly and matures in February 2019 and is collateralized by a medical office facility in Somerset, PA. As of December 31, 2005, the outstanding loan was approximately $2.2 million.
During December 2003, the Company provided a four-year $8.25 million term loan to Spartan Stores, Inc. (Spartan) at a fixed rate of 16% per annum. This loan was collateralized by the real estate interests of Spartan, with the Company receiving principal and interest payments monthly. During December 2004, Spartan elected to prepay the remaining outstanding loan balance of approximately $7.6 million in full satisfaction of this loan.
During December 2003, the Company, through a taxable REIT subsidiary, acquired a $24.0 million participation interest in 12% senior secured notes of the FRI-MRD Corporation (FRI-MRD) for $13.3 million. These notes, which are currently non-performing, are collateralized by certain equity interests and a note receivable of a FRI-MRD subsidiary.
10.
Marketable Securities:
The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2005 and 2004, are as follows (in thousands):
December 31, 2005
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Available-for-sale:
Equity securities
$
85,613
$
63,466
$
(56
)
$
149,023
Held-to-maturity:
Other debt securities
57,429
3,615
(1,953
)
59,091
Total marketable securities
$
143,042
$
67,081
$
(2,009
)
$
208,114
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
December 31, 2004
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Available-for-sale:
Equity securities
$
61,042
$
36,808
$
(87
)
$
97,763
Held-to-maturity:
Other debt securities
26,008
2,166
(30
)
28,144
Total marketable securities
$
87,050
$
38,974
$
(117
)
$
125,907
As of December 31, 2005, the contractual maturities of Other debt securities classified as held-to-maturity are as follows: within one year, $1.7 million; after one year through five years, $10.3 million; after five years through 10 years, $26.7 million and after 10 years, $19.3 million. Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties.
11.
Notes Payable:
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 Companys debt maturities.
As of December 31, 2005, a total principal amount of approximately $1.2 billion in senior fixed-rate MTNs was outstanding. These fixed-rate notes had maturities ranging from seven months to ten years as of December 31, 2005, and bear interest at rates ranging from 3.95% to 7.90%. 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 Companys portfolio and the repayment of certain debt obligations of the Company.
During February 2005, the Company issued $100.0 million of fixed-rate unsecured senior notes under its MTN program. This fixed-rate MTN matures in February 2015 and bears interest at 4.904% per annum. The proceeds from this MTN issuance were primarily used for the repayment of all $20.0 million of the Companys fixed-rate notes that matured in April 2005, which bore interest at 7.91%, all $10.25 million of the Companys fixed-rate notes that matured in May 2005, which bore interest at 7.30%, and partial repayment of the Companys $100.0 million fixed-rate notes which matured in June 2005, and bore interest at 6.73%.
During June 2005, the Company issued $200.0 million of fixed-rate unsecured senior notes under its MTN program. This fixed-rate MTN matures in June 2014 and bears interest at 4.82% per annum. The proceeds from this issuance were primarily used to repay a portion of the outstanding balance under the Companys U.S. revolving credit facility and for general corporate purposes.
During November 2005, the Company issued an aggregate $250.0 million of fixed-rate unsecured senior notes under its MTN program. The Company issued a $150.0 million MTN which matures in November 2015 and bears interest at 5.584% per annum and a $100.0 million MTN which matures in February 2011 and bears interest at 5.304% per annum. Proceeds from these MTN issuances were used for general corporate purposes and to repay a portion of the outstanding balance under the Companys U.S. revolving credit facility. A portion of the outstanding balance related to the repayment of the Companys $50.0 million 7.68% fixed-rate notes, which matured on November 1, 2005 and repayment of the Companys $20.0 million 6.83% fixed-rate notes, which matured on November 14, 2005.
During April 2005, Kimco North Trust III, a wholly-owned entity of the Company, completed the issuance of $150.0 million Canadian denominated senior unsecured notes. The notes bear interest at 4.45% and mature on April 21, 2010. The Company has provided a full and unconditional guarantee of the notes. The proceeds were used by Kimco North Trust III to pay down outstanding indebtedness under existing credit facilities, to fund long-term investments in Canadian real estate and for general corporate purposes. The senior unsecured notes are governed by an indenture by and among Kimco North Trust III, the Company, as guarantor, and BNY Trust Company of Canada, as trustee dated April 21, 2005.
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During July 2004, the Company issued $100.0 million of floating-rate unsecured senior notes under its MTN program. This floating-rate MTN matures August 1, 2006, and bears interest at LIBOR plus 20 basis points per annum (4.45% at December 31, 2005), payable quarterly in arrears commencing November 1, 2004. The proceeds from this MTN issuance were primarily used for the repayment of the Companys $85.0 million floating-rate unsecured notes due August 2, 2004, which bore interest at LIBOR plus 50 basis points per annum. The remaining proceeds were used for general corporate purposes.
During August 2004, the Company issued $100.0 million of fixed-rate unsecured senior notes under its MTN program. This fixed-rate MTN matures in August 2011 and bears interest at 4.82% per annum payable semi-annually in arrears. The proceeds from this MTN issuance were used to repay the Companys $50.0 million, 7.62% fixed-rate unsecured senior notes that matured in October 2004 and the Companys $50.0 million, 7.125% senior notes which matured in June 2004.
As of December 31, 2005, the Company had a total principal amount of $549.1 million in fixed-rate unsecured senior notes. These fixed-rate notes had maturities ranging 11 months to seven years as of December 31, 2005, and bear interest at rates ranging from 4.45% to 7.50%. Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears.
The scheduled maturities of all unsecured senior notes payable as of December 31, 2005, were approximately as follows (in millions): 2006, $185.0; 2007, $195.0; 2008, $100.0; 2009, $180.0; 2010, $179.1 and thereafter, $967.0.
During July 2005, the Company established a new $850.0 million unsecured revolving credit facility (the Credit Facility), which is scheduled to expire in July 2008. This Credit Facility replaces the Companys $500.0 million unsecured credit facility, which was scheduled to expire in June 2006. Under the Credit Facility, funds may be borrowed for general corporate purposes, including the funding of (i) property acquisitions, (ii) development and redevelopment costs and (iii) any short-term working capital requirements. Interest on borrowings under the Credit Facility accrue at a spread (currently 0.45%) to LIBOR and fluctuates in accordance with changes in the Companys senior debt ratings. As part of this Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $425.0 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 to LIBOR of 0.45%. A facility fee of 0.125% per annum is payable quarterly in arrears. In addition, 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 Credit Facility, the Company, among other things, is (i) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate debt and minimum unencumbered asset and equity levels and (ii) restricted from paying dividends in amounts that exceed 95% of funds from operations, as defined. As of December 31, 2005, there was $200.0 million outstanding (4.68% at December 31, 2005) under the Credit Facility.
During September 2004, the Company entered into a three-year Canadian-denominated (CAD) $150.0 million unsecured revolving credit facility with a group of banks. This facility bears interest at the CDOR Rate, as defined, plus 0.50% and is scheduled to expire in September 2007. During March 2005, this facility was increased to CAD $250.0 million and the scheduled maturity date was extended to March 2008. During January 2006, the facility was further amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Companys $850.0 million U.S. credit facility. Proceeds from this facility will be used for general corporate purposes including the funding of Canadian-denominated investments. As of December 31, 2005, there was CAD $110.0 million (approximately USD $94.7 million, 3.78% at December 31, 2005) outstanding under this facility.
During May 2005, the Company entered into a three-year Mexican Peso-Denominated (MXP) 500.0 million unsecured revolving credit facility. This facility bears interest at the TIIE Rate, as defined, plus 1.00% and is scheduled to expire in May 2008. Proceeds from this facility will be used to fund peso-denominated investments. As of December 31, 2005, there was MXP 500.0 million (approximately USD $46.7 million 9.66% at December 31, 2005) outstanding under this facility.
In accordance with the terms of the Indenture, as amended, pursuant to which the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Companys senior unsecured notes have been issued, the Company is (a) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels and (b) restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from operations, as defined, generated through the end of the calendar quarter most recently completed prior to the declaration of such dividend; however, this dividend limitation does not apply to any distributions necessary to maintain the Companys qualification as a REIT providing the Company is in compliance with its total leverage limitations.
12.
Mortgages Payable:
During 2005, the Company (i) obtained an aggregate of approximately $95.6 million of individual non-recourse mortgage debt on 53 operating properties, (ii) assumed approximately $79.7 million of individual non-recourse mortgage debt relating to the acquisition of 11 operating properties, including approximately $6.3 million of fair value debt adjustments, (iii) consolidated approximately $33.2 million of non-recourse mortgage debt relating to the purchase of additional ownership interest in various entities, (iv) assigned approximately $119.8 million of individual non-recourse mortgage debt relating to the transfer of 49 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30%, (v) paid off approximately $66.9 million of individual non-recourse mortgage debt that encumbered 11 operating properties, (vi) deconsolidated approximately $41.4 million of non-recourse mortgage debt relating to the reduction of the Companys economic interest in a joint venture and (vii) assigned approximately $7.8 million of non-recourse mortgage debt relating to the sale of an operating property.
During 2004, the Company (i) obtained an aggregate of approximately $217.6 million of individual non-recourse mortgage debt on 15 operating properties, (ii) assumed approximately $158.0 million of individual non-recourse mortgage debt relating to the acquisition of 12 operating properties, including approximately $6.0 million of fair value debt adjustments, (iii) assigned approximately $323.7 million of individual non-recourse mortgage debt relating to the transfer of 24 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30%, (iv) paid off approximately $47.9 million of individual non-recourse mortgage debt that encumbered four operating properties and (v) assigned approximately $9.3 million of non-recourse mortgage debt relating to the sale of one operating property.
During 2003, the Company reached agreement with certain lenders in connection with three individual non-recourse mortgages encumbering three former Kmart sites. The Company paid approximately $14.2 million in full satisfaction of these loans, which aggregated approximately $24.0 million. As a result of these transactions, the Company recognized a gain on early extinguishment of debt of approximately $9.7 million during 2003, of which $6.8 million is included in Income from discontinued operations.
Mortgages payable, collateralized by certain shopping center properties and related tenants leases, are generally due in monthly installments of principal and/or interest which mature at various dates through 2035. Interest rates range from approximately 4.00% to 10.50% (weighted-average interest rate of 7.48% as of December 31, 2005). The scheduled principal payments of all mortgages payable, excluding unamortized fair value debt adjustments of approximately $15.5 million, as of December 31, 2005, were approximately as follows (in millions): 2006, $21.7; 2007, $17.3; 2008, $60.0; 2009, $20.5; 2010, $23.2 and thereafter, $157.1.
One of the Companys properties was encumbered by approximately $6.4 million in floating-rate, tax-exempt mortgage bond financing. The rate on these bonds was reset annually, at which time bondholders had the right to require the Company to repurchase the bonds. The Company had engaged a remarketing agent for the purpose of offering for resale the bonds in the event they were tendered to the Company. All bonds tendered for redemption in the past were remarketed and the Company had arrangements, including letters of credit, with banks, to both collateralize the principal amount and accrued interest on such bonds and to fund any repurchase obligations. During 2004, the Company fully paid the outstanding balance of this tax-exempt mortgage bond financing.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
13.
Construction Loans Payable:
During 2005, the Company obtained a term loan and construction financing on two ground-up development projects for an aggregate original loan commitment amount of up to $50.5 million, of which approximately $22.4 million was outstanding at December 31, 2005. As of December 31, 2005, the Company had a total of 15 construction loans with total commitments of up to $343.5 million, of which $228.5 million had been funded. These loans had maturities ranging from four to 31 months and variable interest rates ranging from 6.04% to 6.64% at December 31, 2005. 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, 2005, were approximately as follows (in millions): 2006, $87.7; 2007, $86.3 and 2008, $54.5.
14.
Fair Value Disclosure of Financial Instruments:
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in managements 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 debt and minority interests relating to mandatorily redeemable non-controlling interests associated with finite-lived subsidiaries of the Company is based on discounted cash flow analyses. 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 Companys estimate of fair value differs from the carrying amounts (in thousands):
December 31,
2005
2004
Carrying
Amounts
Estimated
Fair Value
Carrying
Amounts
Estimated
Fair Value
Marketable Securities
$
206,452
$
208,114
$
123,771
$
125,907
Notes Payable
$
2,147,405
$
2,172,031
$
1,608,925
$
1,663,474
Mortgages Payable
$
315,336
$
330,897
$
353,071
$
375,566
Mandatorily Redeemable Minority Interests (termination dates ranging from 2019 2027)
$
1,782
$
4,934
$
2,057
$
3,842
15.
Financial Instruments - Derivatives and Hedging:
The Company is exposed to the effect of changes in interest rates, foreign currency exchange rate fluctuations and market value fluctuations of equity securities. The Company limits these risks by following established risk management policies and procedures including the use of derivatives.
The principal financial instruments generally used by the Company are interest rate swaps, foreign currency exchange forward contracts, cross currency swaps and warrant contracts. The Company, from time to time, hedges the future cash flows of its floating-rate debt instruments to reduce exposure to interest rate risk principally through interest rate swaps with major financial institutions. The Company had no interest rate swaps outstanding during 2004 and 2005.
As of December 31, 2005 and 2004, respectively, the Company had foreign currency forward contracts designated as net investment hedges of its Canadian investments in real estate of approximately CAD $5.2 million and CAD $184.6 million. During 2005, the Company settled approximately CAD $179.4 million of CAD forward contracts. The Company did not sell or substantially liquidate any of the hedged investments. As of December 31, 2004, the Company had a foreign currency forward contract designated as a fair value hedge of its Canadian investments in real estate aggregating approximately CAD $5.0 million. In April 2005, the Company settled the CAD $5.0 million foreign currency contract. In addition, the Company had a cross currency swap with an aggregate
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
notional amount of approximately $82.4 million pesos (MXN) (approximately USD $7.8 million) designated as a hedge of its Mexican real estate investments at December 31, 2005 and 2004, respectively.
The Company has designated these foreign currency agreements as net investment hedges of the foreign currency exposure of its net investment in Canadian and Mexican real estate operations. The Company believes these agreements are highly effective in reducing the exposure to fluctuations in exchange rates. As such, gains and losses on these net investment hedges were reported in the same manner as a translation adjustment. During 2005 and 2004, respectively, $0.7 million and $15.1 million of unrealized losses and $3.2 million and $0.0 million of unrealized gains were included in the cumulative translation adjustment relating to the Companys net investment hedges of its Canadian and Mexican investments.
During 2001, the Company acquired warrants to purchase 2.5 million shares of common stock of a Canadian REIT. The Company designated the warrants as a cash flow hedge of the variability in expected future cash outflows upon purchasing the common stock. The change in fair value of the warrants representing unrealized gains was recorded in OCI. The net unrealized gains, since inception recorded in OCI as of December 31, 2004, were approximately $12.5 million. The Company exercised its warrants in October of 2004. During 2005, the Company sold 0.2 million shares of common stock of the Canadian REIT resulting in a reclassification of $0.7 million of OCI balance to earnings as other income.
The following tables summarize the notional values and fair values of the Companys derivative financial instruments as of December 31, 2005 and 2004:
As of December 31, 2005
Hedge Type
Notional
Value
Rate
Maturity
Fair Value
(in millions)
Foreign currency forwards net investment
CAD $5.2 million
1.4013
7/06
$
(0.8
)
MXN cross currency swap net investment
MXN $82.4 million
7.227
10/07
$
(0.2
)
As of December 31, 2004
Hedge Type
Notional
Value
Rate
Maturity
Fair Value
(in millions)
Foreign currency forwards net investment
CAD $184.6 million
1.4013 1.6194
1/05 7/06
$
(37.5
)
MXN cross currency swap net investment
MXN $82.4 million
7.227
10/07
$
0.3
Foreign currency forward fair value
CAD $5.0 million
1.5918
4/05
$
(1.0
)
As of December 31, 2005 and 2004 these derivative instruments were reported at their fair value as other liabilities of $1.0 million and $38.5 million, respectively and other assets of $0.3 million at December 31, 2004. The Company does not expect to reclassify to earnings any of the current balance during the next 12 months.
16.
Preferred Stock, Common Stock and Convertible Unit Transactions:
At January 1, 2003, the Company had outstanding 3,000,000 Depositary Shares (the Class A Depositary Shares), each such Class A Depositary Share representing a one-tenth fractional interest of a share of the Companys 7¾% Class A Cumulative Redeemable Preferred Stock, par value $1.00 per share (the Class A Preferred Stock), 2,000,000 Depositary Shares (the Class B Depositary Shares), each such Class B Depositary Share representing a one-tenth fractional interest of a share of the Companys 8½% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share (the Class B Preferred Stock) and 4,000,000 Depositary Shares (the Class C Depositary Shares), each such Class C Depositary Share representing a one-tenth fractional interest of a share of the Companys 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
$1.00 per share (the Class C Preferred Stock).
During June 2003, the Company redeemed all 2,000,000 outstanding Depositary Shares of the Companys Class B Preferred Stock, all 3,000,000 outstanding Depositary Shares of the Companys Class A Preferred Stock and all 4,000,000 outstanding Depositary Shares of the Companys Class C Preferred Stock, each at a redemption price of $25.00 per Depositary Share, totaling $225.0 million, plus accrued dividends. In accordance with Emerging Issues Task Force (EITF) D-42, the Company deducted from the calculation of net income available to common shareholders original issuance costs of approximately $7.8 million associated with the redemption of the Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock.
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 Companys 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. Net proceeds from the sale of the Class F Depositary Shares, totaling approximately $169.0 million (after related transaction costs of $6.0 million) were used to redeem all of the Companys Class B Preferred Stock and Class C Preferred Stock and to fund a portion of the redemption of the Companys Class A Preferred Stock.
Voting Rights - As to any matter on which the Class F Preferred Stock, (Preferred Stock) may vote, including any action by written consent, each share of 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 Preferred Stock). As a result, each Class F 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 per share ($25.00 per Class F 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 Companys common stock or any other capital stock that ranks junior to the Preferred Stock as to liquidation rights.
During June 2003, the Company completed a primary public stock offering of 2,070,000 shares of the Companys common stock. The net proceeds from this sale of common stock, totaling approximately $76.0 million (after related transaction costs of $0.7 million) were used for general corporate purposes, including the acquisition of interests in real estate properties.
During September 2003, the Company completed a primary public stock offering of 2,760,000 shares of the Companys common stock. The net proceeds from this sale of common stock, totaling approximately $112.7 million (after related transaction costs of $1.0 million) were used for general corporate purposes, including the acquisition of interests in real estate properties.
During October 2002, the Company acquired an interest in a shopping center property located in Daly City, CA, valued at $80.0 million, through the issuance of approximately 4.8 million Convertible Units which are convertible at a ratio of 1:1 into the Companys common stock. The unit holder has the right to convert the Convertible Units at any time after one year. In addition, the Company has the right to mandatorily require a conversion after ten years. If at the time of conversion the common stock price for the 20 previous trading days is less than $16.785 per share, the unit holder would be entitled to additional shares; however, the maximum number of additional shares is limited to 503,932 based upon a floor common stock price of $15.180. The Company has the option to settle the conversion in cash. Dividends on
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
the Convertible Units are paid quarterly at the rate of the Companys common stock dividend multiplied by 1.1057. The value of the Convertible Units is included in Minority interests in partnerships on the accompanying Consolidated Balance Sheets.
17.
Supplemental Schedule of Non-Cash Investing/Financing Activities:
The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended December 31, 2005, 2004 and 2003, (in thousands):
2005
2004
2003
Acquisition of real estate interests by assumption of mortgage debt
$
73,400
$
151,987
$
180,893
Acquisition of real estate interest by issuance of downREIT units
$
$
28,349
$
Disposition of real estate interests by assignment of downREIT units
$
4,236
$
24,114
$
Acquisition of real estate interests through proceeds held in escrow
$
$
69,681
$
Disposition/transfer of real estate interests by assignment of mortgage debt
$
166,108
$
320,120
$
23,068
Proceeds held in escrow through sale of real estate interests
$
19,217
$
9,688
$
41,194
Notes received upon disposition of real estate interests
$
$
6,277
$
14,490
Notes received upon exercise of stock options
$
$
$
100
Declaration of dividends paid in succeeding period
$
78,169
$
71,497
$
65,969
18.
Transactions with Related Parties:
The Company, along with its joint venture partner, provided KROP short-term interim financing for all acquisitions by KROP for which a mortgage was not in place at the time of closing. All such financing had maturities of less than one year and bore interest at rates ranging from LIBOR plus 4.0% to LIBOR plus 5.25% for the years ended December 31, 2005 and 2004, respectively. KROP had no outstanding short-term interim financing due to GECRE and the Company as of December 31, 2005 and 2004, respectively. The Company earned approximately $24,000 and $0.2 million during 2005 and 2004, respectively, related to such interim financing.
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.
In December 2004, in conjunction with the Price Legacy transaction, the Company, which holds a 15% non-controlling interest, provided the acquiring joint venture approximately $30.6 million of secured mezzanine financing. This interest-only loan bears interest at a fixed rate of 7.5% per annum payable monthly in arrears and matures in December 2006. The Company also provided PL Retail a secured short-term promissory note for approximately $8.2 million. This interest only note bore interest at LIBOR plus 4.5% and was scheduled to mature in June 2005. During 2005, this note was amended to bear interest at LIBOR plus 6.0% and is now payable on demand. As of December 31, 2005, PL Retail had approximately $8.9 million outstanding on the mezzanine financing and approximately $8.2 million outstanding on the promissory note.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Reference is made to Notes 7 and 8 for additional information regarding transactions with related parties.
19.
Commitments and Contingencies:
The Company and its subsidiaries are primarily engaged in the operation of shopping centers which are either owned or held under long-term leases which expire at various dates through 2087. 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, 2004, 2003 and 2002.
The future minimum revenues from rental property under the terms of all non-cancellable tenant leases, assuming no new or renegotiated leases are executed for such premises, for future years are approximately as follows (in millions): 2006, $388.5; 2007, $359.7; 2008, $319.0; 2009, $282.8; 2010, $243.2 and thereafter, $1,437.8.
Minimum rental payments under the terms of all non-cancelable operating leases pertaining to the Companys shopping center portfolio for future years are approximately as follows (in millions): 2006, $11.3; 2007, $10.6; 2008, $10.5; 2009, $10.0; 2010, $8.3 and thereafter, $140.8.
The Company has issued letters of credit in connection with completion and repayment guarantees for construction loans encumbering certain of the Companys ground-up development projects and guaranty of payment related to the Companys insurance program. These letters of credit aggregate approximately $34.8 million.
Additionally, the RioCan Venture, an entity in which the Company holds a 50% non-controlling interest, has a CAD $7.0 million (approximately USD $6.0 million) letter of credit facility. This facility is jointly guaranteed by RioCan and the Company and had approximately CAD $4.6 million (approximately USD $4.0 million) outstanding as of December 31, 2005, relating to various development projects. In addition to the letter of credit facility, various additional Canadian development projects in which the Company holds interests ranging from 33
1
/
3
% to 50% have letters of credit issued aggregating approximately CAD $3.5 million (approximately USD $3.0 million) at December 31, 2005.
During 2005, a joint venture entity in which the Company has a non-controlling interest obtained a CAD $22.5 million credit facility to finance the construction of a 0.1 million square foot shopping center located in Kamloops, B.C. This facility bears interest at RBP plus 0.5% per annum and is schedule to mature in May 2007. The Company and its partner in this entity each have a limited and several guarantee of CAD $7.5 million related to this facility. As of December 31, 2005, there was no outstanding balance on this facility.
During 2003, the limited partners in KIR, an entity in which the Company holds a 43.3% non-controlling interest, contributed $30.0 million toward their respective capital commitments, including $13.0 million by the Company. As of December 31, 2003, KIR had unfunded capital commitments of $99.0 million, including $42.9 million from the Company. During 2004, the KIR partners elected to cancel the remaining unfunded capital commitments.
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.
20.
Incentive Plans:
The Company maintains a stock option plan (the Plan) pursuant to which a maximum of 37,000,000 shares of the Companys common stock may be issued for qualified and non-qualified options. Options granted under the Plan generally vest ratably over a three
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
or five-year term, expire ten years from the date of grant and are exercisable at the market price on the date of grant, unless otherwise determined by the Board at its sole discretion. In addition, the Plan provides for the granting of certain options to each of the Companys non-employee directors (the Independent Directors) and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors fees.
Information with respect to stock options under the Plan for the years ended December 31, 2005, 2004 and 2003, is as follows:
Shares
Weighted-Average
Exercise Price
Per Share
Options outstanding, January 1, 2003
14,204,146
$
13.69
Exercised
(2,156,406
)
$
11.96
Granted
3,242,876
$
21.67
Forfeited
(179,006
)
$
15.58
Options outstanding, December 31, 2003
15,111,610
$
15.62
Exercised
(3,379,748
)
$
13.63
Granted
3,887,500
$
27.72
Forfeited
(379,790
)
$
19.25
Options outstanding, December 31, 2004
15,239,572
$
19.06
Exercised
(2,963,910
)
$
14.23
Granted
2,515,200
$
31.15
Forfeited
(239,566
)
$
23.59
Options outstanding, December 31, 2005
14,551,296
$
22.06
Options exercisable -
December 31, 2003
7,239,548
$
13.24
December 31, 2004
8,135,762
$
14.95
December 31, 2005
8,167,681
$
17.63
The exercise prices for options outstanding as of December 31, 2005, range from $9.13 to $32.86 per share. The weighted-average remaining contractual life for options outstanding as of December 31, 2005, was approximately 7.5 years. Options to purchase 3,817,066, 6,332,266 and 10,219,766 shares of the Companys common stock were available for issuance under the Plan at December 31, 2005, 2004 and 2003, respectively.
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, 2005. The Company contributions to the plan were approximately $1.1 million, $1.0 million and $0.8 million for the years ended December 31, 2005, 2004 and 2003, respectively.
21.
Income Taxes:
The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992. To qualify as a REIT, the Company must meet 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 managements intention to adhere to these requirements and maintain the Companys 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.
105
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Reconciliation between GAAP Net Income and Federal Taxable Income:
The following table reconciles GAAP net income to taxable income for the years ended December 31, 2005, 2004 and 2003, (in thousands):
2005
(Estimated)
2004
(Actual)
2003
(Actual)
GAAP net income
$
363,628
$
297,137
$
307,879
Less: GAAP net income of taxable REIT subsidiaries
(21,666
)
(19,396
)
(12,814
)
GAAP net income from REIT operations (a)
341,962
277,741
295,065
Net book depreciation in excess of (less than) tax depreciation
6,072
4,716
(36,663
)
Deferred and prepaid rents
(3,800
)
(7,200
)
(6,000
)
Exercise of non-qualified stock options
(33,752
)
(28,022
)
(11,370
)
Book/tax differences from investments in real estate joint ventures
(3,350
)
(6,350
)
(2,472
)
Book/tax difference on sale of real property
(33,863
)
(18,799
)
(32,319
)
Valuation adjustment of foreign currency contracts
2,537
(21,697
)
(15,466
)
Book adjustment of property carrying values
7,116
4,016
Other book/tax differences, net
16,980
8,419
(6,747
)
Adjusted taxable income subject to 90% dividend requirements
$
292,786
$
215,924
$
188,044
Certain amounts in the prior periods have been reclassified to conform to the current year presentation.
(a) - All adjustments to GAAP net income from REIT operations are net of amounts attributable to minority interest and taxable REIT subsidiaries.
Reconciliation between Cash Dividends Paid and Dividends Paid Deductions (in thousands):
For the year ended December 31, 2005, cash dividends paid were equal to the dividends paid deduction and amounted to $293,345. Cash dividends paid exceeded the dividends paid deduction for the years ended December 31, 2004 and 2003 and amounted to $265,254 and $246,301, respectively.
Characterization of Distributions:
The following characterizes distributions paid for the years ended December 31, 2005, 2004 and 2003, (in thousands):
2005
2004
2003
Preferred Dividends
Ordinary income
$
10,009
86
%
$
11,638
100%
$
13,169
84
%
Capital gain
1,629
14
%
2,451
16%
$
11,638
100%
$
11,638
100%
$
15,620
100
%
Common Dividends
Ordinary income
$
242,268
86%
$
210,501
83%
$
171,071
74%
Capital gain
39,439
14
%
31,840
14
%
Return of capital
43,115
17%
27,770
12%
$
281,707
100%
$
253,616
100%
$
230,681
100
%
Total dividends distributed
$
293,345
$
265,254
$
246,301
106
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Taxable REIT Subsidiaries (TRS):
The Company is subject to federal, state and local income taxes on the income from its TRS activities, which include Kimco Realty Services (KRS), a wholly owned subsidiary of the Company and the consolidated entities of FNC and Blue Ridge Real Estate Company/Big Boulder Corporation.
Income taxes have been provided for on the asset and liability method as required by Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of the TRS assets and liabilities.
The Companys taxable income for book purposes and provision for income taxes relating to the Companys TRS and taxable entities which have been consolidated for accounting reporting purposes, for the years ended December 31, 2005, 2004 and 2003, are summarized as follows (in thousands):
2005
2004
2003
Income before income taxes
$
32,920
$
27,716
$
21,328
Less provision for income taxes:
Federal
9,446
6,939
7,104
State and local
1,808
1,381
1,410
Total tax provision
11,254
8,320
8,514
GAAP net income from taxable REIT subsidiaries
$
21,666
$
19,396
$
12,814
The Companys deferred tax assets and liabilities at December 31, 2005 and 2004, were as follows (in millions):
2005
2004
Deferred Tax assets:
Operating losses - FNC
$
59.4
$
Other
16.3
11.8
Valuation allowance
(33.8
)
Total deferred tax assets
41.9
11.8
Deferred tax liabilities
(12.8
)
(7.3
)
Net deferred tax assets
$
29.1
$
4.5
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, 2005 and 2004. Operating losses and the valuation allowance are due to the Companys consolidation of FNC for accounting and reporting purposes and relate to pre-bankruptcy emergence operating losses incurred by Franks. At December 31, 2005, FNC had approximately $152.2 million of net operating loss carry forwards that expire from 2022 through 2025, with a tax value of approximately $59.4 million. A valuation allowance of $33.8 million has been established for a portion of these deferred tax assets. Other deferred tax assets and deferred tax liabilities relate primarily to differences in the timing of the recognition of income/(loss) between the GAAP and tax basis of accounting for (i) real estate joint ventures, (ii) other real estate investments and (iii) other deductible temporary differences. The Company believes that, based on its operating strategy and consistent history of profitability, it is more likely than not that the net deferred tax assets of $29.1 million will be realized on future tax returns, primarily from the generation of future taxable income.
The income tax provision differs from the amount computed by applying the statutory federal income tax rate to taxable income before income taxes as follows (in thousands):
107
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
2005
2004
2003
Federal provision at statutory tax rate (35%)
$
11,522
$
9,700
$
7,465
State and local taxes, net of federal benefit
2,140
1,801
1,049
Other
(2,408
)
(3,181
)
$
11,254
$
8,320
$
8,514
22.
Supplemental Financial Information:
The following represents the results of operations, expressed in thousands except per share amounts, for each quarter during the years 2005 and 2004:
2005 (Unaudited)
Mar. 31
June 30
Sept. 30
Dec. 31
Revenues from rental property(1)
$
129,314
$
126,658
$
129,585
$
136,988
Net income
$
86,780
$
83,837
$
85,343
$
107,668
Net income per common share:
Basic
$
.37
$
.36
$
.36
$
.46
Diluted
$
.37
$
.35
$
.36
$
.44
2004 (Unaudited)
Mar. 31
June 30
Sept. 30
Dec. 31
Revenues from rental property(1)
$
137,733
$
127,645
$
120,000
$
122,263
Net income
$
71,389
$
71,430
$
78,511
$
75,807
Net income per common share:
Basic
$
.31
$
.31
$
.34
$
.32
Diluted
$
.30
$
.31
$
.33
$
.32
(1)
All periods have been adjusted to reflect the impact of operating properties sold during 2005 and 2004 and properties classified as held for sale as of December 31, 2005, which are reflected in the caption Discontinued operations on the accompanying Consolidated Statements of Income.
Accounts and notes receivable in the accompanying Consolidated Balance Sheets net of estimated unrecoverable amounts, were approximately $8.5 million and $8.7 million at December 31, 2005 and 2004, respectively.
23.
Pro Forma Financial Information (Unaudited):
As discussed in Notes 3, 4 and 5, the Company and certain of its subsidiaries acquired and disposed of interests in certain operating properties during 2005. The pro forma financial information set forth below is based upon the Companys historical Consolidated Statements of Income for the years ended December 31, 2005 and 2004, adjusted to give effect to these transactions as of January 1, 2004.
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 on January 1, 2004, nor does it purport to represent the results of operations for future periods. (Amounts presented in millions, except per share figures.)
108
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Year ended December 31,
2005
2004
Revenues from rental property
$
535.5
$
521.9
Net income
$
331.2
$
282.4
Net income per common share:
Basic
$
1.41
$
1.21
Diluted
$
1.38
$
1.19
109
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For Years Ended December 31, 2005, 2004 and 2003
(in thousands)
Balance at
beginning
of period
Charged
to
expenses
Adjustments
to
valuation
accounts
Deductions
Balance at
end of
period
Year Ended December 31, 2005
Allowance for uncollectable accounts
$
8,650
$
1,296
$
$
(1,446
)
$
8,500
Allowance for deferred tax asset
$
$
$
33,783
$
$
33,783
Year Ended December 31, 2004
Allowance for uncollectable accounts
$
9,650
$
1,335
$
$
(2,335
)
$
8,650
Year Ended December 31, 2003
Allowance for uncollectable accounts
$
5,750
$
5,800
$
$
(1,900
)
$
9,650
110
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2005
INITIAL COST
PROPERTIES
LAND
BUILDING
AND
IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDINGS AND
IMPROVEMENTS
TOTAL
FAIRFIELD SHOPPING CENTER
529,247
2,137,493
226,005
529,247
2,363,498
2,892,745
HOOVER
279,106
7,735,873
279,106
7,735,873
8,014,979
KDI-MAIN STREET AT ANTHEM
7,305,430
(2,754,224
)
3,471,753
1,079,453
4,551,206
KDI-CHANDLER AUTO MALLS
9,318,595
(1,444,496
)
7,313,506
560,593
7,874,099
KIMCO MESA 679, INC. AZ
2,915,000
11,686,291
1,132,782
2,915,000
12,819,073
15,734,073
MESA RIVERVIEW
750,000
12,381,686
750,000
11,631,686
12,381,686
MESA RIVERVIEW (AUTO OFFICE)
14,250,000
16,214,834
14,250,000
1,964,834
16,214,834
METRO SQUARE
4,101,017
16,410,632
596,955
4,101,017
17,007,587
21,108,604
PEORIA CROSSING
7,212,588
2,198,742
161,583
4,116,913
4,278,495
HAYDEN PLAZA NORTH
2,015,726
4,126,509
5,415,780
2,015,726
9,542,289
11,558,015
PHOENIX, COSTCO
5,324,501
21,269,943
223,770
5,324,501
21,493,713
26,818,214
PHOENIX
2,450,341
9,802,046
572,141
2,450,341
10,374,187
12,824,528
KDI-ASANTE RETAIL CENTER
8,702,635
6,921,893
15,178,232
446,296
15,624,528
ALHAMBRA, COSTCO
4,995,639
19,982,557
23,838
4,995,639
20,006,395
25,002,034
MADISON PLAZA
5,874,396
23,476,190
121,916
5,874,396
23,598,106
29,472,502
CHULA VISTA, COSTCO
6,460,743
25,863,153
11,926,604
6,460,743
37,789,757
44,250,500
CORONA HILLS, COSTCO
13,360,965
53,373,453
784,920
13,360,965
54,158,373
67,519,338
LABAND VILLAGE SC
5,600,000
11,709,367
5,600,000
13,502,164
19,102,164
LA MIRADA THEATRE CENTER
8,816,741
35,259,965
(8,644,556
)
6,888,679
28,543,471
35,432,150
PLAZA DI NORTHRIDGE
12,900,000
40,574,842
12,900,000
47,079,766
59,979,766
POWAY CITY CENTRE
5,854,585
13,792,470
5,854,585
15,041,196
20,895,781
THE CENTRE
3,403,724
13,625,899
185,660
3,403,724
13,811,559
17,215,283
SANTA ANA, HOME DEPOT
4,592,364
18,345,257
4,592,364
18,345,257
22,937,621
SANTEE TOWN CENTER
2,252,812
9,012,256
942,135
2,252,812
9,954,391
12,207,203
FULTON MARKET PLACE
2,966,018
6,920,710
2,966,018
7,553,461
10,519,479
MARIGOLD SC
15,300,000
25,563,978
15,300,000
29,305,140
44,605,140
WESTLAKE SHOPPING CENTER
16,174,307
64,818,562
24,988,160
16,174,307
89,806,723
105,981,029
VILLAGE ON THE PARK
2,194,463
8,885,987
809,270
2,194,463
9,695,257
11,889,720
AURORA QUINCY
1,148,317
4,608,249
212,313
1,148,317
4,820,562
5,968,879
AURORA EAST BANK
1,500,568
6,180,103
160,719
1,500,568
6,340,822
7,841,390
SPRING CREEK COLORADO
1,423,260
5,718,813
26,244
1,423,260
5,745,057
7,168,317
DENVER WEST 38TH STREET
161,167
646,983
161,167
646,983
808,150
ENGLEWOOD PHAR MOR
805,837
3,232,650
88,947
805,837
3,321,597
4,127,434
FORT COLLINS
1,253,497
7,625,278
1,253,497
7,625,278
8,878,775
HERITAGE WEST
1,526,576
6,124,074
115,237
1,526,576
6,239,311
7,765,887
BRANFORD PLAZA
390,900
974,671
390,900
974,671
1,365,571
WEST FARM SHOPPING CENTER
5,805,969
23,348,024
259,589
5,805,969
23,607,613
29,413,582
FARMINGTON PLAZA
433,713
1,211,800
433,713
1,211,800
1,645,513
N.HAVEN, HOME DEPOT
7,704,968
30,797,640
225,056
7,704,968
31,022,696
38,727,664
SOUTHINGTON PLAZA
376,256
1,055,168
376,256
1,055,168
1,431,424
WATERBURY
2,253,078
9,017,012
274,246
2,253,078
9,291,258
11,544,336
DOVER
122,741
66,738
4,795,122
3,024,375
1,960,227
4,984,601
ELSMERE
3,185,642
3,185,642
3,185,642
ALTAMONTE SPRINGS
770,893
3,083,574
167,155
770,893
3,250,729
4,021,622
BOCA RATON
573,875
2,295,501
1,222,140
573,875
3,517,641
4,091,516
BRADENTON
125,000
299,253
333,571
125,000
632,824
757,824
BAYSHORE GARDENS, BRADENTON FL
2,901,000
11,738,955
460,115
2,901,000
12,199,070
15,100,070
BRADENTON PLAZA
527,026
765,252
527,026
765,252
1,292,278
CORAL SPRINGS
710,000
2,842,907
3,235,992
710,000
6,078,899
6,788,899
CORAL SPRINGS
1,649,000
6,626,301
180,572
1,649,000
6,806,873
8,455,873
CURLEW CROSSING S.C.
5,315,955
12,529,467
5,315,955
13,663,537
18,979,492
EAST ORLANDO
491,676
1,440,000
2,930,067
1,007,882
3,853,861
4,861,743
FERN PARK
225,000
902,000
2,903,564
225,000
3,805,564
4,030,564
REGENCY PLAZA
2,410,000
9,671,160
169,799
2,410,000
9,840,959
12,250,959
FLINT PLAZA
11,585,549
1,355,467
11,585,549
1,355,467
12,941,016
SHOPPES AT AMELIA CONCOURSE
7,600,000
4,356,546
1,975,613
9,980,933
11,956,546
AVENUES WALKS
26,984,546
26,984,546
1,793,208
28,777,753
KISSIMMEE
1,328,536
5,296,652
1,794,614
1,328,536
7,091,266
8,419,802
LAUDERDALE LAKES
342,420
2,416,645
3,028,432
342,420
5,445,077
5,787,497
PROPERTIES
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
FAIRFIELD SHOPPING CENTER
317,182
2,575,563
2000(A)
HOOVER
1,190,298
6,824,681
1999(A)
KDI-MAIN STREET AT ANTHEM
4,551,206
3,349,534
2004(C)
KDI-CHANDLER AUTO MALLS
7,874,099
2004(C)
KIMCO MESA 679, INC. AZ
2,547,604
13,186,469
1998(A)
MESA RIVERVIEW
12,381,686
2005(C)
MESA RIVERVIEW (AUTO OFFICE)
16,214,834
2005(C)
METRO SQUARE
3,654,773
17,453,831
1998(A)
PEORIA CROSSING
4,278,495
245,283
2000(C)
HAYDEN PLAZA NORTH
1,393,010
10,165,005
1998(A)
PHOENIX, COSTCO
4,117,379
22,700,835
1998(A)
PHOENIX
2,158,629
10,665,899
1997(A)
KDI-ASANTE RETAIL CENTER
15,624,528
9,181,461
2004(C)
ALHAMBRA, COSTCO
3,888,509
21,113,525
1998(A)
MADISON PLAZA
4,569,538
24,902,964
1998(A)
CHULA VISTA, COSTCO
5,246,046
39,004,454
1998(A)
CORONA HILLS, COSTCO
10,533,810
56,985,528
1998(A)
LABAND VILLAGE SC
157,992
18,944,172
9,621,184
2005(A)
LA MIRADA THEATRE CENTER
5,365,198
30,066,952
1998(A)
PLAZA DI NORTHRIDGE
568,573
59,411,193
31,193,806
2005(A)
POWAY CITY CENTRE
458,879
20,436,902
2005(A)
THE CENTRE
2,148,933
15,066,351
1999(A)
SANTA ANA, HOME DEPOT
3,548,040
19,389,581
1998(A)
SANTEE TOWN CENTER
1,748,939
10,458,263
1998(A)
FULTON MARKET PLACE
11,347
10,508,132
7,386,469
2005(A)
MARIGOLD SC
453,265
44,151,875
19,692,278
2005(A)
WESTLAKE SHOPPING CENTER
5,316,914
100,664,115
2002(A)
VILLAGE ON THE PARK
1,910,414
9,979,307
1998(A)
AURORA QUINCY
957,506
5,011,373
2,248,369
1998(A)
AURORA EAST BANK
1,275,050
6,566,340
1998(A)
SPRING CREEK COLORADO
1,176,457
5,991,860
1998(A)
DENVER WEST 38TH STREET
131,311
676,840
1998(A)
ENGLEWOOD PHAR MOR
660,302
3,467,132
1998(A)
FORT COLLINS
1,140,533
7,738,241
2,770,936
2000(A)
HERITAGE WEST
1,256,879
6,509,007
1998(A)
BRANFORD PLAZA
26,364
1,339,206
613,723
2005(A)
WEST FARM SHOPPING CENTER
4,480,030
24,933,552
1998(A)
FARMINGTON PLAZA
36,053
1,609,460
613,723
2005(A)
N.HAVEN, HOME DEPOT
5,988,691
32,738,973
1998(A)
SOUTHINGTON PLAZA
28,099
1,403,325
613,723
2005(A)
WATERBURY
2,856,390
8,687,946
1993(A)
DOVER
937
4,983,665
2003(A)
ELSMERE
3,185,641
1979(C)
ALTAMONTE SPRINGS
801,631
3,219,992
1995(A)
BOCA RATON
1,256,338
2,835,178
1992(A)
BRADENTON
409,427
348,397
1968(C)
BAYSHORE GARDENS, BRADENTON FL
2,379,651
12,720,419
1998(A)
BRADENTON PLAZA
25,726
1,266,552
2005(A)
CORAL SPRINGS
1,488,555
5,300,344
1994(A)
CORAL SPRINGS
1,395,175
7,060,699
1997(A)
CURLEW CROSSING S.C.
409,771
18,569,721
2005(A)
EAST ORLANDO
2,149,406
2,712,337
1971(C)
FERN PARK
2,004,444
2,026,120
1968(C)
REGENCY PLAZA
1,553,596
10,697,364
1999(A)
FLINT PLAZA
12,941,016
2005(C)
SHOPPES AT AMELIA CONCOURSE
11,956,546
2003(C)
AVENUES WALKS
28,777,753
2005(C)
KISSIMMEE
1,734,170
6,685,632
1996(A)
LAUDERDALE LAKES
3,650,947
2,136,550
1968(C)
111
Back to Index
INITIAL COST
PROPERTIES
LAND
BUILDING
AND
IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDINGS AND
IMPROVEMENTS
TOTAL
MERCHANTS WALK
2,580,816
10,366,090
525,487
2,580,816
10,891,577
13,472,393
LARGO
293,686
792,119
1,154,515
293,686
1,946,634
2,240,320
LEESBURG
171,636
183,308
354,944
354,944
LARGO EAST BAY
2,832,296
11,329,185
1,275,567
2,832,296
12,604,752
15,437,048
LAUDERHILL
1,002,733
2,602,415
10,756,563
1,774,443
12,587,268
14,361,711
MELBOURNE
1,754,000
2,997,250
4,751,250
4,751,250
GROVE GATE
365,893
1,049,172
1,165,106
365,893
2,214,278
2,580,171
NORTH MIAMI
732,914
4,080,460
10,713,057
732,914
14,793,517
15,526,431
MILLER ROAD
1,138,082
4,552,327
1,673,910
1,138,082
6,226,237
7,364,319
MARGATE
2,948,530
11,754,120
2,900,969
2,948,530
14,655,089
17,603,619
MT. DORA
1,011,000
4,062,890
139,971
1,011,000
4,202,861
5,213,861
PLANTATION CROSSING
7,524,800
7,524,800
1,376,058
8,900,858
ORLANDO
923,956
3,646,904
1,891,604
1,172,119
5,290,345
6,462,464
RENAISSANCE CENTER
9,104,379
36,540,873
4,371,195
9,104,379
40,912,068
50,016,447
SAND LAKE
3,092,706
12,370,824
1,519,511
3,092,706
13,890,335
16,983,041
ORLANDO
560,800
2,268,112
3,065,682
580,030
5,314,564
5,894,594
OCALA
1,980,000
7,927,484
3,466,863
1,980,000
11,394,347
13,374,347
POMPANO BEACH
97,169
874,442
1,404,350
97,169
2,278,792
2,375,961
PALATKA
130,844
556,658
1,071,044
130,844
1,627,702
1,758,546
ST. PETERSBURG
917,360
847,730
1,765,090
1,765,090
TUTTLE BEE SARASOTA
254,961
828,465
1,747,305
254,961
2,575,770
2,830,731
SOUTH EAST SARASOTA
1,283,400
5,133,544
3,428,658
1,440,264
8,405,338
9,845,602
SANFORD
1,832,732
9,523,261
5,665,768
1,832,732
15,189,029
17,021,761
STUART
2,109,677
8,415,323
471,059
2,109,677
8,886,382
10,996,059
SOUTH MIAMI
1,280,440
5,133,825
2,705,210
1,280,440
7,839,035
9,119,475
TAMPA
2,820,000
11,283,189
1,925,241
2,820,000
13,208,430
16,028,430
TAMPA
2,400,445
5,601,039
2,400,445
5,601,039
8,001,484
VILLAGE COMMONS S.C.
2,192,331
8,774,158
528,183
2,192,331
9,302,341
11,494,672
MISSION BELL SHOPPING CENTER
5,056,426
11,843,119
136,859
5,067,033
13,048,075
18,115,108
WEST PALM BEACH
550,896
2,298,964
833,672
550,896
3,132,636
3,683,532
THE SHOPS AT WEST MELBOURNE
2,200,000
8,829,541
3,406,701
2,200,000
12,236,242
14,436,242
AUGUSTA
1,482,564
5,928,122
1,978,769
1,482,564
7,906,891
9,389,455
MACON
262,700
1,487,860
1,662,488
349,326
3,063,722
3,413,048
SAVANNAH
2,052,270
8,232,978
1,210,449
2,052,270
9,443,427
11,495,697
SAVANNAH
652,255
2,616,522
393,302
652,255
3,009,824
3,662,079
CLIVE
500,525
2,002,101
500,525
2,002,101
2,502,626
SOUTHDALE SHOPPING CENTER
1,720,330
6,916,294
938,211
1,720,330
7,854,504
9,574,834
DES MOINES
500,525
2,559,019
37,079
500,525
2,596,098
3,096,623
DUBUQUE
2,152,476
10,848
2,163,324
2,163,324
WATERLOO
500,525
2,002,101
2,869,100
500,525
4,871,201
5,371,726
TREASURE VALLEY MARKETPLACE
2,718,039
2,718,039
NAMPA (HORSHAM) FUTURE DEV.
6,501,240
6,501,240
147,510
6,648,750
ALTON, BELTLINE HWY
329,532
1,987,981
59,934
329,532
2,047,915
2,377,447
AURORA, N. LAKE
2,059,908
9,531,721
2,059,908
9,531,721
11,591,629
KRC ARLINGTON HEIGHT
1,983,517
9,178,272
(5,174,697
)
1,983,517
4,003,575
5,987,092
BLOOMINGTON
805,521
2,222,353
5,163,864
805,521
7,386,217
8,191,738
BELLEVILLE, WESTFIELD PLAZA
5,372,253
5,372,253
5,372,253
BRADLEY
500,422
2,001,687
500,422
2,001,687
2,502,109
CALUMET CITY
1,479,217
8,815,760
12,429,068
1,479,217
21,244,828
22,724,045
COUNTRYSIDE
4,770,671
1,137,295
1,101,670
4,806,296
5,907,966
CARBONDALE
500,000
500,000
500,000
CHICAGO
2,687,046
633,471
3,320,517
3,320,517
CHAMPAIGN, NEIL ST.
230,519
1,285,460
82,606
230,519
1,368,066
1,598,585
ELSTON
1,010,375
5,692,211
1,010,375
5,692,211
6,702,586
S. CICERO
1,541,560
149,203
1,690,763
1,690,763
CRYSTAL LAKE, NW HWY
179,964
1,025,811
317,841
180,269
1,343,347
1,523,616
CRYSTAL LAKE PLAZA
353,768
353,768
1,184,688
1,538,456
BUTTERFIELD SQUARE
1,601,960
6,637,926
299,681
1,603,277
6,936,290
8,539,567
DOWNERS PARK PLAZA
2,510,455
10,164,494
558,484
2,510,455
10,722,978
13,233,433
DOWNER GROVE
811,778
4,322,956
1,705,158
811,778
6,028,114
6,839,892
ELGIN
842,555
2,108,674
2,103,076
842,555
4,211,750
5,054,305
EVERGREEN PARK PLAZA
197,843
197,843
823,776
1,021,620
FOREST PARK
2,335,884
2,335,884
2,335,884
PROPERTIES
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
MERCHANTS WALK
1,203,629
12,268,765
2001(A)
LARGO
1,753,673
486,647
1968(C)
LEESBURG
266,000
88,944
1969(C)
LARGO EAST BAY
4,898,075
10,538,973
1992(A)
LAUDERHILL
6,651,972
7,709,738
1974(C)
MELBOURNE
2,233,658
2,517,592
1968(C)
GROVE GATE
1,714,992
865,179
1968(C)
NORTH MIAMI
5,867,625
9,658,806
1985(A)
MILLER ROAD
4,998,126
2,366,192
1986(A)
MARGATE
4,239,627
13,363,992
1993(A)
MT. DORA
872,808
4,341,053
1997(A)
PLANTATION CROSSING
8,900,858
2005(C)
ORLANDO
1,545,290
4,917,174
1995(A)
RENAISSANCE CENTER
9,235,874
40,780,573
1998(A)
SAND LAKE
3,992,472
12,990,569
1994(A)
ORLANDO
1,027,040
4,867,555
1996(A)
OCALA
2,211,407
11,162,940
1997(A)
POMPANO BEACH
1,347,695
1,028,266
1968(C)
PALATKA
774,511
984,035
1970(C)
ST. PETERSBURG
758,930
1,006,160
1968(C)
TUTTLE BEE SARASOTA
1,804,753
1,025,978
1970(C)
SOUTH EAST SARASOTA
3,121,402
6,724,200
1989(A)
SANFORD
6,019,179
11,002,582
1989(A)
STUART
2,588,936
8,407,123
1994(A)
SOUTH MIAMI
1,888,487
7,230,988
1995(A)
TAMPA
2,781,828
13,246,602
1997(A)
TAMPA
190,243
7,811,241
2004(A)
VILLAGE COMMONS S.C.
1,634,209
9,860,463
1998(A)
MISSION BELL SHOPPING CENTER
2,116,651
15,998,457
2004(A)
WEST PALM BEACH
721,293
2,962,239
1995(A)
THE SHOPS AT WEST MELBOURNE
2,064,021
12,372,221
1998(A)
AUGUSTA
1,672,363
7,717,092
1995(A)
MACON
1,736,847
1,676,201
1969(C)
SAVANNAH
2,809,074
8,686,622
1993(A)
SAVANNAH
756,967
2,905,112
1995(A)
CLIVE
509,082
1,993,544
1996(A)
SOUTHDALE SHOPPING CENTER
1,322,522
8,252,313
4,034,954
1999(A)
DES MOINES
640,300
2,456,323
1996(A)
DUBUQUE
450,420
1,712,904
1997(A)
WATERLOO
688,398
4,683,327
1996(A)
TREASURE VALLEY MARKETPLACE
2,718,039
2005(C)
NAMPA (HORSHAM) FUTURE DEV.
6,648,750
2005(C)
ALTON, BELTLINE HWY
757,301
1,620,146
1998(A)
AURORA, N. LAKE
1,811,494
9,780,135
1998(A)
KRC ARLINGTON HEIGHT
1,427,643
4,559,449
1998(A)
BLOOMINGTON
4,107,676
4,084,062
1972(C)
BELLEVILLE, WESTFIELD PLAZA
1,021,521
4,350,732
1998(A)
BRADLEY
589,274
1,912,835
1996(A)
CALUMET CITY
1,784,739
20,939,306
1997(A)
COUNTRYSIDE
971,560
4,936,406
1997(A)
CARBONDALE
89,744
410,256
1997(A)
CHICAGO
595,842
2,724,676
1997(A)
CHAMPAIGN, NEIL ST.
234,390
1,364,195
1998(A)
ELSTON
1,082,244
5,620,342
1997(A)
S. CICERO
356,174
1,334,590
1997(A)
CRYSTAL LAKE, NW HWY
225,474
1,298,142
1998(A)
CRYSTAL LAKE PLAZA
21,572
1,516,884
956,712
2005(A)
BUTTERFIELD SQUARE
1,185,158
7,354,409
1998(A)
DOWNERS PARK PLAZA
1,902,129
11,331,305
1999(A)
DOWNER GROVE
1,134,099
5,705,793
1997(A)
ELGIN
2,824,750
2,229,554
1972(C)
EVERGREEN PARK PLAZA
19,628
1,001,991
2005(A)
FOREST PARK
494,150
1,841,734
1997(A)
112
Back to Index
INITIAL COST
PROPERTIES
LAND
BUILDING
AND
IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDINGS AND
IMPROVEMENTS
TOTAL
FAIRVIEW HTS, BELLVILLE RD.
11,866,880
1,831,567
13,698,447
13,698,447
GENEVA
500,422
12,917,712
35,949
500,422
12,953,661
13,454,083
HILLSIDE PLAZA
178,253
824,482
178,253
824,482
1,002,735
LAKE ZURICH PLAZA
233,698
1,265,023
233,698
1,265,023
1,498,721
LIBERTYVILLE PLAZA
219,439
1,097,393
219,439
1,097,393
1,316,831
MATTERSON
950,515
6,292,319
10,504,928
950,515
16,797,247
17,747,762
MT. PROSPECT
1,017,345
6,572,176
3,551,071
1,017,345
10,123,247
11,140,592
MUNDELEIN, S. LAKE
1,127,720
5,826,129
42,333
1,129,634
5,866,548
6,996,182
NORRIDGE
2,918,315
2,918,315
2,918,315
NAPERVILLE
669,483
4,464,998
70,678
669,483
4,535,676
5,205,159
NAPERVILLE PLAZA
239,486
239,486
1,152,454
1,391,939
OTTAWA
137,775
784,269
361,788
137,775
1,146,057
1,283,832
ORLAND PARK, S. HARLEM
476,972
2,764,775
1,114,785
476,972
3,879,560
4,356,532
OAK LAWN
1,530,111
8,776,631
130,821
1,530,111
8,907,452
10,437,563
OAKBROOK TERRACE
1,527,188
8,679,108
2,957,327
1,527,188
11,636,435
13,163,623
PEORIA
5,081,290
1,457,225
6,538,515
6,538,515
FREESTATE BOWL
343,723
1,129,198
(311,854
)
252,723
998,099
1,250,822
ROUND LAKE BEACH PLAZA
790,129
1,634,148
790,129
1,634,148
2,424,277
SKOKIE
2,276,360
9,488,383
2,628,440
9,136,303
11,764,743
KRC STREAMWOOD
181,962
1,057,740
181,885
181,962
1,239,625
1,421,587
ST. CHARLES PLAZA
240,395
930,262
240,395
930,262
1,170,658
WOODGROVE FESTIVAL
5,049,149
20,822,993
1,773,452
5,049,149
22,596,445
27,645,594
WAUKEGAN
203,427
1,161,847
37,012
203,772
1,198,514
1,402,286
WAUKEGAN PLAZA
349,409
883,975
349,409
883,975
1,233,384
PLAZA EAST
1,236,149
4,944,597
2,820,843
1,140,849
7,860,740
9,001,589
PLAZA WEST
808,435
3,210,187
624,109
808,435
3,834,296
4,642,731
FELBRAM
72,971
302,579
454,590
72,971
757,169
830,140
FORT WAYNE PLAZA
60,554
229,943
60,554
229,943
290,497
GREENWOOD
423,371
1,883,421
1,738,082
423,371
3,621,503
4,044,874
GRIFFITH
2,495,820
981,912
1,001,100
2,476,632
3,477,732
INDIANAPOLIS
447,600
3,607,193
2,704,055
447,600
6,311,248
6,758,848
LAFAYETTE
230,402
1,305,943
158,525
230,402
1,464,468
1,694,870
LAFAYETTE
812,810
3,252,269
3,433,080
2,379,198
5,118,962
7,498,159
KIMCO LAFAYETTE MARKET PLACE
4,184,000
16,752,165
235,913
4,184,000
16,988,078
21,172,078
KRC MISHAWAKA 895
378,088
1,999,079
642
378,730
1,999,079
2,377,809
MERRILLVILLE PLAZA
197,415
765,630
197,415
765,630
963,045
SOUTH BEND, S. HIGH ST.
183,463
1,070,401
196,858
183,463
1,267,259
1,450,722
OVERLAND PARK
1,183,911
6,335,308
142,374
1,185,906
6,475,687
7,661,593
BELLEVUE
405,217
1,743,573
138,965
405,217
1,882,538
2,287,755
FLORENCE PLAZA
176,796
678,383
176,796
678,383
855,179
LEXINGTON
1,675,031
6,848,209
5,128,392
1,551,079
12,100,553
13,651,632
PADUCAH MALL, KY
1,047,281
(123,196
)
924,085
924,085
HAMMOND AIR PLAZA
3,813,873
15,260,609
1,236,448
3,813,873
16,497,058
20,310,930
KIMCO HOUMA 274, LLC
1,980,000
7,945,784
121,888
1,980,000
8,067,672
10,047,672
LAFAYETTE
2,115,000
8,508,218
8,958,584
3,678,274
15,903,528
19,581,802
GREAT BARRINGTON
642,170
2,547,830
7,012,764
751,124
9,451,640
10,202,764
SHREWSBURY SHOPPING CENTER
1,284,168
5,284,853
4,496,351
1,284,168
9,781,203
11,065,371
CLUB CENTRE AT PIKESVILLE
1,630,003
5,354,041
(67,088
)
1,626,003
5,716,588
7,342,591
HARFORD BUSINESS PARK
307,278
1,010,280
387,687
425,278
1,360,205
1,785,483
HARFORD INDUSTRIAL PARK
2,755,863
(2,580,737
)
175,126
175,126
HICKORY RIDGE
8,175,025
19,162,695
8,175,025
20,787,670
28,962,695
WILDE LAKE
1,468,038
5,869,862
83,525
1,468,038
5,953,387
7,421,424
LYNX LANE
1,019,035
4,091,894
85,071
1,019,035
4,176,965
5,196,000
CLINTON BANK BUILDING
141,964
466,369
(200,070
)
82,964
362,370
445,335
CLINTON BOWL
39,779
130,716
(6,141
)
38,779
135,963
174,742
VILLAGES AT URBANA
3,190,074
6,067
3,704,742
4,828,774
2,072,110
6,900,883
GAITHERSBURG
244,890
6,787,534
264,386
244,890
7,051,920
7,296,810
HAGERSTOWN
541,389
2,165,555
1,050,933
541,389
3,216,488
3,757,877
SHAWAN PLAZA
4,500,000
21,859,285
(2,824,831
)
4,466,000
20,754,709
25,220,709
LAUREL
349,562
1,398,250
997,085
349,562
2,395,335
2,744,897
LAUREL
274,580
1,100,968
283,421
274,580
1,384,389
1,658,969
LARGO/LANDOVER
982,266
27,223,105
164,979
982,266
27,388,084
28,370,351
SOUTHWEST MIXED USE PROPERTY
403,034
1,325,126
173,667
361,034
1,646,035
2,007,069
PROPERTIES
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
FAIRVIEW HTS, BELLVILLE RD.
2,390,863
11,307,583
1998(A)
GENEVA
2,586,932
10,867,152
9,314,409
1996(A)
HILLSIDE PLAZA
6,081
996,654
2005(A)
LAKE ZURICH PLAZA
22,646
1,476,076
962,638
2005(A)
LIBERTYVILLE PLAZA
18,140
1,298,691
967,828
2005(A)
MATTERSON
2,016,522
15,731,240
1997(A)
MT. PROSPECT
1,672,696
9,467,896
1997(A)
MUNDELEIN, S. LAKE
1,109,056
5,887,126
1998(A)
NORRIDGE
611,673
2,306,642
1997(A)
NAPERVILLE
889,862
4,315,297
1997(A)
NAPERVILLE PLAZA
19,362
1,372,577
2005(A)
OTTAWA
961,426
322,406
1970(C)
ORLAND PARK, S. HARLEM
620,644
3,735,889
1998(A)
OAK LAWN
1,812,385
8,625,179
14,319,368
1997(A)
OAKBROOK TERRACE
1,951,616
11,212,007
1997(A)
PEORIA
1,249,014
5,289,501
1997(A)
FREESTATE BOWL
186,764
1,064,058
2003(A)
ROUND LAKE BEACH PLAZA
64,060
2,360,217
2005(A)
SKOKIE
1,110,615
10,654,128
7,940,034
1997(A)
KRC STREAMWOOD
214,413
1,207,173
1998(A)
ST. CHARLES PLAZA
16,377
1,154,281
2005(A)
WOODGROVE FESTIVAL
4,259,534
23,386,061
1998(A)
WAUKEGAN
209,011
1,193,276
1998(A)
WAUKEGAN PLAZA
12,609
1,220,775
2005(A)
PLAZA EAST
1,740,787
7,260,802
1995(A)
PLAZA WEST
894,251
3,748,480
1995(A)
FELBRAM
543,518
286,623
1970(C)
FORT WAYNE PLAZA
11,932
278,565
2005(A)
GREENWOOD
2,213,435
1,831,438
1970(C)
GRIFFITH
530,178
2,947,554
1997(A)
INDIANAPOLIS
4,171,804
2,587,044
1986(A)
LAFAYETTE
1,340,974
353,896
1971(C)
LAFAYETTE
937,481
6,560,678
1997(A)
KIMCO LAFAYETTE MARKET PLACE
3,394,305
17,777,773
1998(A)
KRC MISHAWAKA 895
379,292
1,998,517
1998(A)
MERRILLVILLE PLAZA
13,444
949,602
2005(A)
SOUTH BEND, S. HIGH ST.
216,048
1,234,674
1998(A)
OVERLAND PARK
1,183,759
6,477,834
1998(A)
BELLEVUE
1,783,177
504,578
1976(A)
FLORENCE PLAZA
15,260
839,919
2005(A)
LEXINGTON
3,640,180
10,011,452
1993(A)
PADUCAH MALL, KY
262,741
661,344
1998(A)
HAMMOND AIR PLAZA
3,543,247
16,767,683
1997(A)
KIMCO HOUMA 274, LLC
1,276,595
8,771,077
1999(A)
LAFAYETTE
2,979,466
16,602,336
1997(A)
GREAT BARRINGTON
2,050,646
8,152,118
1994(A)
SHREWSBURY SHOPPING CENTER
1,173,245
9,892,126
2000(A)
CLUB CENTRE AT PIKESVILLE
671,268
6,671,323
5,143,557
2003(A)
HARFORD BUSINESS PARK
374,347
1,411,136
2003(A)
HARFORD INDUSTRIAL PARK
175,126
2003(A)
HICKORY RIDGE
12,548
28,950,147
2005(A)
WILDE LAKE
571,167
6,850,258
2002(A)
LYNX LANE
410,892
4,785,109
2002(A)
CLINTON BANK BUILDING
101,736
343,599
2003(A)
CLINTON BOWL
46,442
128,300
2003(A)
VILLAGES AT URBANA
6,900,883
2003(A)
GAITHERSBURG
1,077,511
6,219,299
1999(A)
HAGERSTOWN
2,195,737
1,562,140
1973(C)
SHAWAN PLAZA
2,233,922
22,986,787
13,349,585
2003(A)
LAUREL
829,917
1,914,980
1995(A)
LAUREL
1,118,889
540,080
1972(C)
LARGO/LANDOVER
4,189,378
24,180,973
1999(A)
SOUTHWEST MIXED USE PROPERTY
618,776
1,388,293
2003(A)
113
Back to Index
INITIAL COST
PROPERTIES
LAND
BUILDING
AND
IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDINGS AND
IMPROVEMENTS
TOTAL
NORTH EAST STATION
869,385
869,385
869,385
OWINGS MILLS PLAZA
303,911
1,370,221
303,911
1,370,221
1,674,132
PERRY HALL
3,733,309
12,245,774
(1,461,335
)
3,339,309
11,221,439
14,560,748
TIMONIUM SHOPPING CENTER
6,000,000
24,282,998
7,180,151
7,707,000
32,092,689
39,799,689
WALDORF BOWL
225,099
739,362
25,548
235,099
813,688
1,048,787
WALDORF FIRESTONE
73,127
240,625
(54,099
)
57,127
221,621
278,748
BANGOR, ME
403,833
1,622,331
93,752
403,833
1,716,083
2,119,916
CLAWSON
1,624,771
6,578,142
2,740,539
1,624,771
9,318,681
10,943,452
WHITE LAKE
2,300,050
9,249,607
1,515,807
2,300,050
10,765,414
13,065,464
CANTON TWP PLAZA
163,740
926,150
163,740
926,150
1,089,890
CLINTON TWP PLAZA
175,515
714,279
175,515
714,279
889,794
DEARBORN HEIGHTS PLAZA
162,319
497,791
162,319
497,791
660,110
FARMINGTON
1,098,426
4,525,723
2,322,313
1,098,426
6,848,036
7,946,462
GRAND RAPIDS PLAZA
74,898
429,076
74,898
429,076
503,975
LIVONIA
178,785
925,818
812,303
178,785
1,738,121
1,916,906
LANSING PLAZA
245,014
406,349
245,014
406,349
651,363
MUSKEGON
391,500
958,500
825,035
391,500
1,783,535
2,175,035
OKEMOS PLAZA
166,706
591,193
166,706
591,193
757,899
TAYLOR
1,451,397
5,806,263
260,289
1,451,397
6,066,552
7,517,949
WALKER
3,682,478
14,730,060
1,889,480
3,682,478
16,619,540
20,302,018
EDEN PRAIRIE PLAZA
882,596
911,373
882,596
911,373
1,793,968
ROSEVILLE PLAZA
132,842
957,340
132,842
957,340
1,090,182
ST. PAUL PLAZA
699,916
623,966
699,916
623,966
1,323,883
BRIDGETON
2,196,834
2,196,834
2,196,834
BALLWIN PLAZA
395,935
783,520
395,935
783,520
1,179,455
CREVE COEUR, WOODCREST/OLIVE
1,044,598
5,475,623
615,905
960,813
6,175,312
7,136,126
CRYSTAL CITY, MI
234,378
234,378
234,378
INDEPENDENCE, NOLAND DR.
1,728,367
8,951,101
81,861
1,731,300
9,030,029
10,761,329
NORTH POINT SHOPPING CENTER
1,935,380
7,800,746
176,792
1,935,380
7,977,538
9,912,918
KIRKWOOD
9,704,005
10,264,052
19,968,057
19,968,057
KANSAS CITY
574,777
2,971,191
246,276
574,777
3,217,467
3,792,244
LEMAY
125,879
503,510
2,812,469
451,155
2,990,703
3,441,858
GRAVOIS
1,032,416
4,455,514
10,766,773
1,032,416
15,222,287
16,254,703
ST. CHARLES-UNDERDEVELOPED LAND, MO
431,960
758,855
431,960
758,855
1,190,815
SPRINGFIELD
2,745,595
10,985,778
4,691,168
2,904,022
15,518,519
18,422,541
KMART PARCEL
905,674
3,666,386
4,933,942
905,674
8,600,328
9,506,002
KRC ST. CHARLES
550,204
550,204
550,204
ST. LOUIS, CHRISTY BLVD.
809,087
4,430,514
1,539,193
809,087
5,969,707
6,778,794
OVERLAND
4,928,677
526,042
5,454,719
5,454,719
ST. LOUIS
5,756,736
243,917
6,000,653
6,000,653
ST. LOUIS
2,766,644
68,298
2,834,942
2,834,942
ST. PETERS
1,182,194
7,423,459
6,571,143
1,053,694
14,123,102
15,176,796
SPRINGFIELD,GLENSTONE AVE.
608,793
1,641,270
2,250,063
2,250,063
KDI-TURTLE CREEK
11,535,281
22,210,101
9,712,881
22,210,101
31,922,982
BURLINGTON COMMERCE PARK
1,330,894
(237,042
)
1,093,852
1,093,852
CHARLOTTE
919,251
3,570,981
1,036,008
919,251
4,606,989
5,526,240
CHARLOTTE
1,783,400
7,139,131
655,358
1,783,400
7,794,489
9,577,889
TYVOLA RD.
4,736,345
5,318,276
10,054,621
10,054,621
CROSSROADS PLAZA
767,864
3,098,881
767,864
3,098,881
3,866,744
KIMCO CARY 696, INC.
2,180,000
8,756,865
405,993
2,256,799
9,086,059
11,342,858
DURHAM
1,882,800
7,551,576
1,206,215
1,882,800
8,757,791
10,640,591
LANDMARK STATION S.C.
1,200,000
4,808,785
264,027
1,200,000
5,072,812
6,272,812
GASTONIA
2,467,696
9,870,785
1,159,042
2,467,696
11,029,827
13,497,523
HILLSBOROUGH CROSSING
2,750,820
(2,231,425
)
519,395
519,395
SHOPPES AT MIDWAY PLANTATION
6,681,212
6,681,212
6,947,477
13,628,689
RALEIGH
5,208,885
20,885,792
7,402,461
5,208,885
28,288,253
33,497,138
WAKEFIELD COMMONS II
6,506,450
8,845,341
5,998,650
9,353,141
15,351,791
WAKEFIELD CROSSINGS
3,413,932
(2,261,457
)
825,006
327,469
1,152,475
EDGEWATER PLACE
3,150,000
8,290,251
3,062,768
8,377,483
11,440,251
WAKEFIELD COMMONS
1,240,000
5,015,595
50,020
1,240,000
5,065,615
6,305,615
WINSTON-SALEM
540,667
719,655
5,064,520
540,667
5,784,175
6,324,842
SORENSON PARK PLAZA
5,104,294
5,104,291
10,858,859
15,963,150
NEW LONDON CENTER
4,323,827
10,088,930
4,323,827
11,011,346
15,335,174
PROPERTIES
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
NORTH EAST STATION
869,385
2003(A)
OWINGS MILLS PLAZA
26,542
1,647,591
2005(A)
PERRY HALL
1,432,861
13,127,886
5,539,084
2003(A)
TIMONIUM SHOPPING CENTER
5,194,431
34,605,258
10,049,289
2003(A)
WALDORF BOWL
105,129
943,659
2003(A)
WALDORF FIRESTONE
30,012
248,736
2003(A)
BANGOR, ME
174,937
1,944,979
2001(A)
CLAWSON
2,587,522
8,355,930
1993(A)
WHITE LAKE
2,518,394
10,547,071
1996(A)
CANTON TWP PLAZA
19,293
1,070,597
2005(A)
CLINTON TWP PLAZA
22,230
867,564
2005(A)
DEARBORN HEIGHTS PLAZA
12,450
647,661
2005(A)
FARMINGTON
1,890,861
6,055,600
1993(A)
GRAND RAPIDS PLAZA
24,543
479,432
2005(A)
LIVONIA
696,738
1,220,167
1968(C)
LANSING PLAZA
11,032
640,331
2005(A)
MUSKEGON
1,462,753
712,282
1985(A)
OKEMOS PLAZA
10,032
747,867
1,263,900
2005(A)
TAYLOR
1,852,058
5,665,892
1993(A)
WALKER
4,862,183
15,439,836
1993(A)
EDEN PRAIRIE PLAZA
23,756
1,770,212
2005(A)
ROSEVILLE PLAZA
19,734
1,070,449
2005(A)
ST. PAUL PLAZA
12,469
1,311,414
2005(A)
BRIDGETON
464,746
1,732,088
1997(A)
BALLWIN PLAZA
19,629
1,159,825
2005(A)
CREVE COEUR, WOODCREST/OLIVE
1,141,189
5,994,936
1998(A)
CRYSTAL CITY, MI
43,170
191,208
1997(A)
INDEPENDENCE, NOLAND DR.
1,712,229
9,049,101
1998(A)
NORTH POINT SHOPPING CENTER
1,434,867
8,478,050
6,966,888
1998(A)
KIRKWOOD
3,426,673
16,541,384
1998(A)
KANSAS CITY
657,937
3,134,307
1997(A)
LEMAY
640,021
2,801,838
1974(C)
GRAVOIS
5,713,982
10,540,721
1972(C)
ST. CHARLES-UNDERDEVELOPED LAND, MO
93,354
1,097,461
1998(A)
SPRINGFIELD
3,849,046
14,573,495
1994(A)
KMART PARCEL
704,308
8,801,694
2,873,484
2002(A)
KRC ST. CHARLES
98,755
451,449
1998(A)
ST. LOUIS, CHRISTY BLVD.
870,235
5,908,559
1998(A)
OVERLAND
1,087,860
4,366,859
1997(A)
ST. LOUIS
1,274,444
4,726,209
1997(A)
ST. LOUIS
589,524
2,245,418
1997(A)
ST. PETERS
3,185,052
11,991,744
1997(A)
SPRINGFIELD,GLENSTONE AVE.
300,781
1,949,282
1998(A)
KDI-TURTLE CREEK
31,922,982
19,947,214
2004(C)
BURLINGTON COMMERCE PARK
1,093,852
2003(C)
CHARLOTTE
1,197,961
4,328,279
1995(A)
CHARLOTTE
2,328,765
7,249,124
1993(A)
TYVOLA RD.
5,121,794
4,932,828
1986(A)
CROSSROADS PLAZA
437,130
3,429,615
2000(A)
KIMCO CARY 696, INC.
1,768,424
9,574,434
1998(A)
DURHAM
2,093,315
8,547,275
1996(A)
LANDMARK STATION S.C.
788,657
5,484,155
1999(A)
GASTONIA
4,652,211
8,845,312
1989(A)
HILLSBOROUGH CROSSING
519,395
2003(A)
SHOPPES AT MIDWAY PLANTATION
13,628,689
8,174,248
2005(C)
RALEIGH
6,627,330
26,869,808
1993(A)
WAKEFIELD COMMONS II
15,351,791
12,751,413
2001(C)
WAKEFIELD CROSSINGS
1,152,475
2001(C)
EDGEWATER PLACE
11,276,083
8,864,033
2003(C)
WAKEFIELD COMMONS
609,065
5,696,550
2001(C)
WINSTON-SALEM
2,203,662
4,121,180
1969(C)
SORENSON PARK PLAZA
15,963,150
2005(C)
NEW LONDON CENTER
14,118
15,321,055
2005(A)
114
Back to Index
INITIAL COST
PROPERTIES
LAND
BUILDING
AND
IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDINGS AND
IMPROVEMENTS
TOTAL
ROCKINGHAM
2,660,915
10,643,660
10,048,902
2,660,915
20,692,562
23,353,477
BRIDGEWATER NJ
1,982,481
(3,666,959
)
3,443,995
1,982,481
5,200,423
7,182,904
BAYONNE BROADWAY
1,434,737
3,347,719
1,434,737
6,149,103
7,583,839
BRICKTOWN PLAZA
344,884
1,008,941
344,884
1,008,941
1,353,826
BRIDGEWATER PLAZA
350,705
1,361,524
350,705
1,361,524
1,712,229
CHERRY HILL
2,417,583
6,364,094
1,232,642
2,417,583
7,596,736
10,014,319
MARLTON PIKE
4,318,534
4,318,534
4,318,534
CINNAMINSON
652,123
2,608,491
2,605,115
652,123
5,213,606
5,865,729
DEBTFORD PLAZA
221,316
962,891
221,316
962,891
1,184,208
FRANKLIN TOWNE CENTER
4,903,113
19,608,193
147,262
4,903,113
19,755,455
24,658,568
HILLSBOROUGH
11,886,809
(6,880,755
)
5,006,054
5,006,054
HOLMDEL TOWNE CENTER
10,824,624
43,301,494
581,568
10,824,624
43,883,063
54,707,686
HOLMDEL COMMONS
16,537,556
38,759,952
79,200
16,537,556
42,261,097
58,798,653
HAZLET PLAZA
389,722
1,545,241
389,722
1,545,241
1,934,963
HOWELL PLAZA
311,384
1,143,159
311,384
1,143,159
1,454,543
KENVILLE PLAZA
385,907
1,209,864
385,907
1,209,864
1,595,771
STRAUSS DISCOUNT AUTO
1,225,294
91,203
1,528,655
1,228,794
1,616,358
2,845,153
NORTH BRUNSWICK
3,204,978
12,819,912
13,497,340
3,204,978
26,317,252
29,522,230
PISCATAWAY TOWN CENTER
3,851,839
15,410,851
151,418
3,851,839
15,562,269
19,414,108
RIDGEWOOD
450,000
2,106,566
991,591
450,000
3,098,157
3,548,157
SEA GIRT PLAZA
457,039
1,308,010
457,039
1,308,010
1,765,048
WESTMONT
601,655
2,404,604
9,705,226
601,655
12,109,830
12,711,485
WEST LONG BRANCH PLAZA
64,976
1,700,782
64,976
1,700,782
1,765,758
SYCAMORE PLAZA
1,404,443
5,613,270
226,931
1,404,443
5,840,201
7,244,644
PLAZA PASEO DEL-NORTE
4,653,197
18,633,584
373,675
4,653,197
19,007,259
23,660,456
JUAN TABO, ALBUQUERQUE
1,141,200
4,566,817
293,273
1,141,200
4,860,090
6,001,290
BRIDGEHAMPTON
1,811,752
3,107,232
22,864,662
1,811,752
25,971,894
27,783,646
TWO GUYS AUTO GLASS
105,497
436,714
105,497
436,714
542,211
GENOVESE DRUG STORE
564,097
2,268,768
564,097
2,268,768
2,832,865
KINGS HIGHWAY
2,743,819
6,811,268
12,500
2,743,819
7,602,247
10,346,066
HOMEPORT-RALPH AVENUE
4,414,464
11,339,857
12,500
4,414,464
14,399,961
18,814,426
BAYRIDGE
2,569,765
6,251,197
2,569,765
12,411,320
14,981,084
BELLMORE
1,272,265
3,183,547
1,272,265
3,565,350
4,837,615
STRAUSS CASTLE HILL PLAZA
310,864
725,350
310,864
1,049,460
1,360,324
STRAUSS UTICA AVENUE
347,633
811,144
347,633
1,173,362
1,520,995
KING KULLEN PLAZA
5,968,082
23,243,404
859,034
5,968,082
24,102,438
30,070,520
KDI-CENTRAL ISLIP TOWN CENTER
13,733,950
1,266,050
(9,911,148
)
5,088,852
0
5,088,852
ELMONT
3,011,653
7,606,066
12,500
3,011,653
9,791,389
12,803,042
ELMONT PLAZA
230,118
230,118
230,118
FRANKLIN SQUARE
1,078,535
2,516,581
1,078,535
5,148,300
6,226,835
HAMPTON BAYS
1,495,105
5,979,320
170,771
1,495,105
6,150,091
7,645,196
HENRIETTA
1,075,358
6,635,486
1,678,189
1,075,358
8,313,675
9,389,033
HICKSVILLE
3,542,732
8,266,375
3,542,732
9,346,754
12,889,486
STRAUSS LIBERTY AVENUE
305,969
713,927
305,969
1,033,638
1,339,607
DOUGLASTON SHOPPING CENTER
3,033,190
12,179,993
15,400
3,033,190
12,195,393
15,228,583
ROSLYN SAVINGS BANK
244,064
981,225
244,064
981,225
1,225,289
STRAUSS MERRICK BLVD
450,582
1,051,359
450,582
1,522,179
1,972,761
MANHASSET VENTURE LLC
4,567,003
19,165,808
25,498,942
4,421,939
44,809,814
49,231,753
MASPETH QUEENS-DUANE READE
1,872,005
4,827,940
1,872,005
5,759,126
7,631,131
MASSAPEQUA
1,880,807
4,388,549
1,880,807
5,330,010
7,210,817
STRAUSS EAST 14TH STREET
1,455,653
3,396,523
1,455,653
4,906,143
6,361,796
367-369 BLEEKER STREET
1,425,000
4,958,097
193,913
1,425,000
5,152,009
6,577,009
92 PERRY STREET
2,106,250
6,318,750
445,451
2,106,250
6,764,201
8,870,451
37 GREENWICH STREET
800,000
2,400,000
368,123
800,000
2,768,123
3,568,123
82 CHRISTOPHER STREET
972,813
2,974,676
972,813
2,974,676
3,947,488
71 SECOND STREET
881,250
2,690,981
881,250
2,690,981
3,572,231
AMERICAN MUFFLER SHOP
76,056
325,567
76,056
325,567
401,624
PLAINVIEW
263,693
584,031
9,689,515
263,693
10,273,546
10,537,239
POUGHKEEPSIE
876,548
4,695,659
12,592,263
876,548
17,287,922
18,164,470
STRAUSS JAMAICA AVENUE
1,109,714
2,589,333
1,109,714
2,669,636
3,779,350
SYOSSET, NY
106,655
76,197
1,553,113
106,655
1,522,705
1,692,360
STATEN ISLAND
2,280,000
9,027,951
5,075,207
2,280,000
14,103,158
16,383,158
STATEN ISLAND
2,940,000
11,811,964
918,416
3,148,424
12,521,956
15,670,380
PROPERTIES
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
ROCKINGHAM
5,035,451
18,318,026
1994(A)
BRIDGEWATER NJ
1,814,848
5,368,057
1998(C)
BAYONNE BROADWAY
209,146
7,374,693
2004(A)
BRICKTOWN PLAZA
29,050
1,324,775
2005(A)
BRIDGEWATER PLAZA
36,161
1,676,068
1,526,331
2005(A)
CHERRY HILL
4,394,315
5,620,004
1985(C)
MARLTON PIKE
1,033,496
3,285,038
1996(A)
CINNAMINSON
873,020
4,992,709
1996(A)
DEBTFORD PLAZA
20,590
1,163,618
1,429,057
2005(A)
FRANKLIN TOWNE CENTER
3,819,299
20,839,269
1998(A)
HILLSBOROUGH
5,006,054
2001(C)
HOLMDEL TOWNE CENTER
3,369,638
51,338,048
2002(A)
HOLMDEL COMMONS
2,632,834
56,165,820
2004(A)
HAZLET PLAZA
34,647
1,900,316
2005(A)
HOWELL PLAZA
32,321
1,422,222
2005(A)
KENVILLE PLAZA
37,170
1,558,602
2005(A)
STRAUSS DISCOUNT AUTO
93,737
2,751,415
2002(A)
NORTH BRUNSWICK
6,374,243
23,147,987
1994(A)
PISCATAWAY TOWN CENTER
3,009,874
16,404,234
1998(A)
RIDGEWOOD
741,447
2,806,710
1993(A)
SEA GIRT PLAZA
26,019
1,739,029
2005(A)
WESTMONT
2,591,445
10,120,040
1994(A)
WEST LONG BRANCH PLAZA
9,021
1,756,736
2005(A)
SYCAMORE PLAZA
1,234,602
6,010,042
1998(A)
PLAZA PASEO DEL-NORTE
3,675,256
19,985,200
1998(A)
JUAN TABO, ALBUQUERQUE
904,512
5,096,778
1998(A)
BRIDGEHAMPTON
9,989,661
17,793,985
1972(C)
TWO GUYS AUTO GLASS
30,742
511,469
2003(A)
GENOVESE DRUG STORE
160,145
2,672,720
2003(A)
KINGS HIGHWAY
349,714
9,996,352
3,188,450
2004(A)
HOMEPORT-RALPH AVENUE
497,214
18,317,212
6,731,406
2004(A)
BAYRIDGE
403,224
14,577,860
4,173,678
2004(A)
BELLMORE
146,195
4,691,420
1,112,531
2004(A)
STRAUSS CASTLE HILL PLAZA
1,904
1,358,420
2005(A)
STRAUSS UTICA AVENUE
2,130
1,518,866
2005(A)
KING KULLEN PLAZA
5,159,586
24,910,934
1998(A)
KDI-CENTRAL ISLIP TOWN CENTER
5,088,852
9,380,000
2004(C)
ELMONT
387,372
12,415,670
3,849,664
2004(A)
ELMONT PLAZA
230,118
2005(A)
FRANKLIN SQUARE
172,687
6,054,148
2004(A)
HAMPTON BAYS
3,100,319
4,544,877
1989(A)
HENRIETTA
2,660,126
6,728,906
1993(A)
HICKSVILLE
375,508
12,513,978
2004(A)
STRAUSS LIBERTY AVENUE
1,131
1,338,476
2005(A)
DOUGLASTON SHOPPING CENTER
860,074
14,368,509
2003(A)
ROSLYN SAVINGS BANK
69,269
1,156,020
2003(A)
STRAUSS MERRICK BLVD
2,762
1,969,999
2005(A)
MANHASSET VENTURE LLC
5,201,520
44,030,233
1999(A)
MASPETH QUEENS-DUANE READE
215,398
7,415,733
3,058,637
2004(A)
MASSAPEQUA
233,848
6,976,969
2004(A)
STRAUSS EAST 14TH STREET
5,369
6,356,427
2005(A)
367-369 BLEEKER STREET
216,969
6,360,041
4,394,837
2004(A)
92 PERRY STREET
145,969
8,724,482
6,850,000
2005(A)
37 GREENWICH STREET
52,639
3,515,483
2,235,000
2005(A)
82 CHRISTOPHER STREET
5,643
3,941,845
3,120,000
2005(A)
71 SECOND STREET
4,815
3,567,416
2005(A)
AMERICAN MUFFLER SHOP
22,850
378,774
2003(A)
PLAINVIEW
3,629,801
6,907,438
1969(C)
POUGHKEEPSIE
6,259,532
11,904,938
1972(C)
STRAUSS JAMAICA AVENUE
3,712
3,775,638
2005(A)
SYOSSET, NY
699,797
929,563
1990(C)
STATEN ISLAND
6,111,941
10,271,218
1989(A)
STATEN ISLAND
2,533,940
13,136,440
1,770,046
1997(A)
115
Back to Index
INITIAL COST
PROPERTIES
LAND
BUILDING
AND
IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDINGS AND
IMPROVEMENTS
TOTAL
STATEN ISLAND PLAZA
5,600,744
6,788,460
5,600,744
6,788,460
12,389,203
STOP N SHOP STATEN ISLAND
4,558,592
10,441,408
4,558,592
10,597,256
15,155,848
WEST GATES
1,784,718
9,721,970
(2,043,308
)
1,784,718
7,678,662
9,463,380
WHITE PLAINS
1,777,765
4,453,894
92,200
1,777,765
6,461,999
8,239,764
YONKERS
871,977
3,487,909
871,977
3,487,909
4,359,886
STRAUSS ROMAINE AVENUE
782,459
1,825,737
782,459
2,643,339
3,425,798
AKRON WATERLOO
437,277
1,912,222
4,113,885
437,277
6,026,107
6,463,384
WEST MARKET ST.
560,255
3,909,430
210,155
560,255
4,119,585
4,679,840
BARBERTON
505,590
1,948,135
2,462,819
505,590
4,410,954
4,916,544
BRUNSWICK
771,765
6,058,560
727,444
771,765
6,786,004
7,557,769
BEAVERCREEK
635,228
3,024,722
2,800,398
635,228
5,825,120
6,460,348
CANTON
792,985
1,459,031
4,532,876
792,985
5,991,907
6,784,892
CAMBRIDGE
1,848,195
899,735
473,060
2,274,870
2,747,930
MORSE RD.
835,386
2,097,600
2,755,845
835,386
4,853,445
5,688,831
HAMILTON RD.
856,178
2,195,520
3,842,586
856,178
6,038,106
6,894,284
OLENTANGY RIVER RD.
764,517
1,833,600
2,311,258
764,517
4,144,858
4,909,375
W. BROAD ST.
982,464
3,929,856
3,177,920
969,804
7,120,436
8,090,240
RIDGE ROAD
1,285,213
4,712,358
10,593,229
1,285,213
15,305,587
16,590,800
GLENWAY AVE
530,243
3,788,189
527,010
530,243
4,315,198
4,845,441
SPRINGDALE
3,205,653
14,619,732
5,259,376
3,205,653
19,879,108
23,084,761
SOUTH HIGH ST.
602,421
2,737,004
76,671
602,421
2,813,674
3,416,096
GLENWAY CROSSING
699,359
3,112,047
1,232,339
699,359
4,344,386
5,043,745
HIGHLAND RIDGE PLAZA
1,540,000
6,178,398
141,991
1,540,000
6,320,389
7,860,389
HIGHLAND PLAZA
702,074
667,463
702,074
667,463
1,369,537
MONTGOMERY PLAZA
530,893
1,302,656
530,893
1,302,656
1,833,549
COLUMBUS PLAZA
168,223
176,179
168,223
176,179
344,402
SHILOH SPRING RD.
1,735,836
2,115,145
3,850,981
3,850,981
OAKCREEK
1,245,870
4,339,637
4,065,115
1,245,870
8,404,752
9,650,622
SALEM AVE.
665,314
347,818
5,427,664
665,314
5,775,482
6,440,796
KETTERING
1,190,496
4,761,984
671,539
1,190,496
5,433,523
6,624,019
KENT, OH
6,254
3,028,914
6,254
3,028,914
3,035,168
KENT
2,261,530
2,261,530
2,261,530
MENTOR
503,981
2,455,926
2,086,340
503,981
4,542,266
5,046,247
MIDDLEBURG HEIGHTS
639,542
3,783,096
1,782,440
639,542
5,565,536
6,205,078
MENTOR ERIE COMMONS.
2,234,474
9,648,000
5,165,948
2,234,474
14,813,948
17,048,422
MALLWOODS CENTER
294,232
(496,786
)
294,232
1,184,543
1,478,775
NORTH OLMSTED
626,818
3,712,045
35,000
626,818
3,747,045
4,373,862
ORANGE OHIO
3,783,875
(1,239,648
)
2,221,704
322,524
2,544,228
SPRINGBORO PIKE
1,854,527
2,572,518
2,744,318
1,854,527
5,316,836
7,171,363
SPRINGFIELD
842,976
3,371,904
1,549,071
842,976
4,920,975
5,763,951
UPPER ARLINGTON
504,256
2,198,476
8,760,593
1,255,544
10,207,781
11,463,325
WICKLIFFE
610,991
2,471,965
1,405,293
610,991
3,877,258
4,488,249
CHARDON ROAD
481,167
5,947,751
2,075,598
481,167
8,023,348
8,504,516
WESTERVILLE
1,050,431
4,201,616
7,674,134
1,050,431
11,875,750
12,926,181
EDMOND
477,036
3,591,493
8,900
477,036
3,600,393
4,077,429
CENTENNIAL PLAZA
4,650,634
18,604,307
1,170,555
4,650,634
19,774,862
24,425,496
TULSA
20,038
80,101
11,500
20,038
91,601
111,639
ALLEGHENY
30,061,177
59,094
30,120,271
30,120,271
CHIPPEWA
2,881,525
11,526,101
133,289
2,881,525
11,659,390
14,540,916
BROOKHAVEN PLAZA
254,694
973,318
254,694
973,318
1,228,013
CARNEGIE
3,298,908
17,747
3,316,655
3,316,655
CENTER SQUARE
731,888
2,927,551
1,105,299
731,888
4,032,850
4,764,738
WEST MIFFLIN
475,815
1,903,231
724,416
475,815
2,627,647
3,103,462
EAST STROUDSBURG
1,050,000
2,372,628
1,110,654
1,050,000
3,483,282
4,533,282
EXTON
176,666
4,895,360
176,666
4,895,360
5,072,026
EXTON
731,888
2,927,551
731,888
2,927,551
3,659,439
EASTWICK
889,001
2,762,888
3,074,728
889,001
6,228,275
7,117,276
EXTON PLAZA
294,378
1,404,778
294,378
1,404,778
1,699,156
FEASTERVILLE
520,521
2,082,083
38,692
520,521
2,120,775
2,641,296
GETTYSBURG
74,626
671,630
101,519
74,626
773,149
847,775
HARRISBURG, PA
452,888
6,665,238
1,846,339
452,888
8,511,576
8,964,464
SIMPSON FERRY
658,346
6,908,711
341,972
658,346
7,250,683
7,909,029
HAMBURG
439,232
2,023,428
494,982
1,967,677
2,462,660
PROPERTIES
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
STATEN ISLAND PLAZA
63,076
12,326,127
1,531,880
2005(A)
STOP N SHOP STATEN ISLAND
22,661
15,133,187
2005(A)
WEST GATES
2,940,627
6,522,753
1993(A)
WHITE PLAINS
302,907
7,936,857
3,801,487
2004(A)
YONKERS
936,194
3,423,692
1998(A)
STRAUSS ROMAINE AVENUE
4,798
3,421,000
2005(A)
AKRON WATERLOO
2,319,373
4,144,011
1975(C)
WEST MARKET ST.
2,158,383
2,521,457
1999(A)
BARBERTON
2,166,905
2,749,639
1972(C)
BRUNSWICK
5,659,642
1,898,127
1975(C)
BEAVERCREEK
4,053,771
2,406,577
1986(A)
CANTON
3,524,501
3,260,391
1972(C)
CAMBRIDGE
1,874,437
873,492
1973(C)
MORSE RD.
2,374,861
3,313,970
1988(A)
HAMILTON RD.
2,786,221
4,108,064
1988(A)
OLENTANGY RIVER RD.
2,452,100
2,457,275
1988(A)
W. BROAD ST.
3,242,070
4,848,170
1988(A)
RIDGE ROAD
3,188,396
13,402,405
1992(A)
GLENWAY AVE
2,268,337
2,577,104
1999(A)
SPRINGDALE
7,826,708
15,258,053
1992(A)
SOUTH HIGH ST.
1,674,917
1,741,178
1999(A)
GLENWAY CROSSING
495,136
4,548,609
2000(A)
HIGHLAND RIDGE PLAZA
981,912
6,878,477
1999(A)
HIGHLAND PLAZA
16,045
1,353,492
2005(A)
MONTGOMERY PLAZA
37,625
1,795,924
2005(A)
COLUMBUS PLAZA
8,959
335,443
2005(A)
SHILOH SPRING RD.
2,471,209
1,379,772
1969(C)
OAKCREEK
4,579,736
5,070,885
1984(A)
SALEM AVE.
2,550,077
3,890,719
1988(A)
KETTERING
2,788,292
3,835,727
1988(A)
KENT, OH
1,284,897
1,750,271
1999(A)
KENT
2,261,530
1995(A)
MENTOR
1,896,222
3,150,025
1987(A)
MIDDLEBURG HEIGHTS
2,111,276
4,093,802
1999(A)
MENTOR ERIE COMMONS.
5,739,639
11,308,783
1988(A)
MALLWOODS CENTER
96,315
1,382,460
1999(C)
NORTH OLMSTED
1,825,834
2,548,029
1999(A)
ORANGE OHIO
2,544,228
2001(C)
SPRINGBORO PIKE
3,458,823
3,712,540
1985(C)
SPRINGFIELD
2,071,982
3,691,969
1988(A)
UPPER ARLINGTON
5,706,318
5,757,007
1969(C)
WICKLIFFE
966,368
3,521,881
1995(A)
CHARDON ROAD
2,460,391
6,044,125
1999(A)
WESTERVILLE
4,104,499
8,821,682
1988(A)
EDMOND
726,906
3,350,523
1997(A)
CENTENNIAL PLAZA
3,864,216
20,561,280
1998(A)
TULSA
29,191
82,448
1996(A)
ALLEGHENY
911,535
29,208,736
2004(A)
CHIPPEWA
1,771,611
12,769,304
10,687,114
2000(A)
BROOKHAVEN PLAZA
20,978
1,207,034
936,491
2005(A)
CARNEGIE
510,255
2,806,400
1999(A)
CENTER SQUARE
915,655
3,849,084
1996(A)
WEST MIFFLIN
752,421
2,351,041
1993(A)
EAST STROUDSBURG
2,747,536
1,785,747
1973(C)
EXTON
753,133
4,318,894
1999(A)
EXTON
700,611
2,958,828
1996(A)
EASTWICK
1,335,780
5,781,496
4,522,807
1997(A)
EXTON PLAZA
22,247
1,676,909
2005(A)
FEASTERVILLE
495,217
2,146,079
1996(A)
GETTYSBURG
744,101
103,674
1986(A)
HARRISBURG, PA
4,589,455
4,375,009
2002(A)
SIMPSON FERRY
3,142,079
4,766,950
2000(A)
HAMBURG
189,426
2,273,234
2,522,183
2000(C)
116
Back to Index
INITIAL COST
PROPERTIES
LAND
BUILDING
AND
IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDINGS AND
IMPROVEMENTS
TOTAL
HAVERTOWN
731,888
2,927,551
731,888
2,927,551
3,659,439
MIDDLETOWN
207,283
1,174,603
447,331
207,283
1,621,934
1,829,217
NORRISTOWN
686,134
2,664,535
3,396,794
774,084
5,973,379
6,747,463
NEW KENSINGTON
521,945
2,548,322
676,040
521,945
3,224,362
3,746,307
PHILADELPHIA
731,888
2,927,551
731,888
2,927,551
3,659,439
GALLERY, PHILADELPHIA PA
258,931
258,931
258,931
PHILADELPHIA PLAZA
209,197
1,373,843
209,197
1,373,843
1,583,040
STRAUSS WASHINGTON AVENUE
424,659
990,872
424,659
1,053,428
1,478,087
RICHBORO
788,761
3,155,044
11,768,724
976,439
14,736,090
15,712,529
SPRINGFIELD
919,998
4,981,589
1,736,014
919,998
6,717,603
7,637,601
COUNTY LINE PLAZA
1,917,758
1,917,758
UPPER DARBY
231,821
927,286
4,838,447
231,821
5,694,483
5,926,304
WEST MIFFLIN
1,468,341
1,468,341
1,468,341
WHITEHALL
5,195,577
9,231
5,204,808
5,204,808
E. PROSPECT ST.
604,826
2,755,314
317,917
604,826
3,073,231
3,678,057
W. MARKET ST.
188,562
1,158,307
188,562
1,158,307
1,346,869
MARSHALL PLAZA, CRANSTON RI
1,886,600
7,575,302
812,763
1,886,600
8,388,065
10,274,665
CHARLESTON
730,164
3,132,092
4,968,566
730,164
8,100,658
8,830,822
CHARLESTON
1,744,430
6,986,094
4,182,126
1,744,430
11,168,220
12,912,650
FLORENCE
1,465,661
6,011,013
124,757
1,465,661
6,135,770
7,601,431
GREENVILLE
2,209,812
8,850,864
325,455
2,209,812
9,176,319
11,386,131
NORTH CHARLESTON
744,093
2,974,990
96,365
744,093
3,071,355
3,815,448
N. CHARLESTON
2,965,748
11,895,294
841,551
2,965,748
12,736,845
15,702,593
MADISON
4,133,904
2,658,808
6,792,712
6,792,712
HICKORY RIDGE COMMONS
596,347
2,545,033
7,624
596,347
2,552,656
3,149,004
TROLLEY STATION
3,303,682
13,218,740
55,985
3,303,682
13,274,725
16,578,407
RIVERGATE STATION
7,135,070
19,091,078
427,128
7,135,070
21,033,859
28,168,929
MARKET PLACE AT RIVERGATE
2,574,635
10,339,449
723,016
2,574,635
11,062,465
13,637,100
RIVERGATE, TN
3,038,561
12,157,408
3,001,828
3,038,561
15,159,236
18,197,797
CENTER OF THE HILLS, TX
2,923,585
11,706,145
406,661
2,923,585
12,112,806
15,036,391
ARLINGTON
3,160,203
2,285,377
3,160,203
2,285,377
5,445,580
DOWLEN CENTER
2,244,581
16,348,694
3,344,581
15,248,694
18,593,276
BURLESON
9,974,390
810,314
1,556,022
4,345,145
7,995,582
12,340,727
BAYTOWN
500,422
2,431,651
437,342
500,422
2,868,993
3,369,415
SOUTH TOWN PLAZA
3,482,124
1,499,680
438,615
4,543,188
4,981,804
LAS TIENDAS PLAZA
8,678,107
8,678,107
3,209,885
11,887,992
CORPUS CHRISTI, TX
944,562
3,207,999
4,152,561
4,152,561
DALLAS
1,299,632
5,168,727
4,652,572
1,299,632
9,821,299
11,120,931
MONTGOMERY PLAZA
6,203,205
43,554,218
6,203,205
43,554,218
49,757,423
GARLAND
500,414
2,001,656
98,000
500,414
2,099,656
2,600,070
CENTER AT BAYBROOK
6,941,017
27,727,491
2,125,519
6,941,017
29,853,010
36,794,027
HARRIS COUNTY
1,843,000
7,372,420
955,382
2,003,260
8,167,542
10,170,802
SHARPSTOWN COURT
1,560,010
6,245,807
228,606
1,560,010
6,474,412
8,034,422
CYPRESS TOWNE CENTER
6,033,932
16,817,463
4,816,601
18,034,794
22,851,395
SHOPS AT VISTA RIDGE
3,257,199
13,029,416
75,901
3,257,199
13,105,317
16,362,516
VISTA RIDGE PLAZA
2,926,495
11,716,483
1,924,860
2,926,495
13,641,343
16,567,838
VISTA RIDGE PHASE II
2,276,575
9,106,300
28,435
2,276,575
9,134,735
11,411,310
SOUTH PLAINES PLAZA, TX
1,890,000
7,577,145
131,206
1,890,000
7,708,351
9,598,351
LAKE WORTH TOWNE CROSSING
8,000,000
17,061,072
4,808,545
20,252,526
25,061,072
MESQUITE
520,340
2,081,356
724,043
520,340
2,805,399
3,325,739
MESQUITE TOWN CENTER
3,757,324
15,061,644
1,510,446
3,757,324
16,572,090
20,329,414
NEW BRAUNSFELS
840,000
3,360,000
840,000
3,360,000
4,200,000
FORUM AT OLYMPIA PARKWAY-DEV
668,781
5,307,205
318,091
13,282,166
13,600,257
FORUM AT OLYMPIA PARKWAY
800,000
10,509,105
11,309,105
800,000
10,509,105
11,309,105
PARKER PLAZA
7,846,946
7,846,946
7,846,946
PLANO
500,414
2,830,835
500,414
2,830,835
3,331,249
WEST OAKS
500,422
2,001,687
26,291
500,422
2,027,978
2,528,400
MARKET STREET AT WOODLANDS
10,920,168
86,718,633
10,920,168
86,718,633
97,638,801
OGDEN
213,818
855,275
3,642,126
874,898
4,497,401
5,372,299
COLONIAL HEIGHTS
125,376
3,476,073
32,420
125,376
3,508,493
3,633,869
HARRISONBURG
69,885
1,938,239
69,885
1,938,239
2,008,123
MANASSAS
1,788,750
7,162,661
275,639
1,788,750
7,438,300
9,227,050
RICHMOND
82,544
2,289,288
280,600
82,544
2,569,889
2,652,432
PROPERTIES
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
HAVERTOWN
700,611
2,958,828
1996(A)
MIDDLETOWN
1,262,661
566,556
1986(A)
NORRISTOWN
3,527,186
3,220,277
1984(A)
NEW KENSINGTON
2,778,144
968,163
1986(A)
PHILADELPHIA
700,611
2,958,828
1996(A)
GALLERY, PHILADELPHIA PA
8,077
250,854
1996(A)
PHILADELPHIA PLAZA
32,027
1,551,013
2005(A)
STRAUSS WASHINGTON AVENUE
2,935
1,475,153
2005(A)
RICHBORO
6,304,657
9,407,872
1986(A)
SPRINGFIELD
4,443,613
3,193,988
1983(A)
COUNTY LINE PLAZA
1,917,758
1995(C)
UPPER DARBY
1,186,784
4,739,520
3,553,633
1996(A)
WEST MIFFLIN
1,468,341
1986(A)
WHITEHALL
1,243,387
3,961,421
1996(A)
E. PROSPECT ST.
2,873,042
805,015
1986(A)
W. MARKET ST.
1,158,307
188,562
1986(A)
MARSHALL PLAZA, CRANSTON RI
1,671,170
8,603,494
1998(A)
CHARLESTON
2,985,259
5,845,563
1978(C)
CHARLESTON
2,513,046
10,399,604
1995(A)
FLORENCE
1,293,999
6,307,432
1997(A)
GREENVILLE
1,840,188
9,545,943
1997(A)
NORTH CHARLESTON
426,213
3,389,235
1,893,303
2000(A)
N. CHARLESTON
2,420,045
13,282,548
1997(A)
MADISON
4,529,624
2,263,089
1978(C)
HICKORY RIDGE COMMONS
358,029
2,790,974
2000(A)
TROLLEY STATION
2,461,420
14,116,988
10,326,649
1998(A)
RIVERGATE STATION
1,789,475
26,379,454
16,271,491
2004(A)
MARKET PLACE AT RIVERGATE
2,059,117
11,577,984
1998(A)
RIVERGATE, TN
2,539,035
15,658,762
1998(A)
CENTER OF THE HILLS, TX
2,281,045
12,755,347
1998(A)
ARLINGTON
477,514
4,968,066
1997(A)
DOWLEN CENTER
18,593,276
4,784,529
2002(C)
BURLESON
12,340,727
2000(C)
BAYTOWN
615,601
2,753,813
1996(A)
SOUTH TOWN PLAZA
4,981,804
3,834,842
2003(C)
LAS TIENDAS PLAZA
11,887,992
2005(C)
CORPUS CHRISTI, TX
467,576
3,684,985
1997(A)
DALLAS
8,985,331
2,135,600
1969(C)
MONTGOMERY PLAZA
49,757,423
32,203,702
2003(C)
GARLAND
508,966
2,091,104
1996(A)
CENTER AT BAYBROOK
5,367,870
31,426,157
1998(A)
HARRIS COUNTY
1,699,463
8,471,338
1997(A)
SHARPSTOWN COURT
1,125,682
6,908,740
5,626,750
1999(A)
CYPRESS TOWNE CENTER
22,851,395
16,133,471
2003(C)
SHOPS AT VISTA RIDGE
2,556,053
13,806,463
17,355,211
1998(A)
VISTA RIDGE PLAZA
2,471,123
14,096,714
1998(A)
VISTA RIDGE PHASE II
1,675,288
9,736,022
1998(A)
SOUTH PLAINES PLAZA, TX
1,519,901
8,078,450
4,619,061
1998(A)
LAKE WORTH TOWNE CROSSING
25,061,072
22,794,004
2003(C)
MESQUITE
730,778
2,594,962
1995(A)
MESQUITE TOWN CENTER
3,087,612
17,241,801
1998(A)
NEW BRAUNSFELS
215,758
3,984,242
2003(A)
FORUM AT OLYMPIA PARKWAY-DEV
4,648
13,595,609
1999(C)
FORUM AT OLYMPIA PARKWAY
11,309,105
9,245,910
1999(C)
PARKER PLAZA
7,846,946
2005(C)
PLANO
665,825
2,665,424
1996(A)
WEST OAKS
510,434
2,017,967
1996(A)
MARKET STREET AT WOODLANDS
97,638,801
66,025,722
2002(C)
OGDEN
1,355,679
4,016,620
1967(C)
COLONIAL HEIGHTS
539,754
3,094,116
1999(A)
HARRISONBURG
298,191
1,709,933
1999(A)
MANASSAS
1,566,562
7,660,488
1997(A)
RICHMOND
230,028
2,422,404
1999(A)
117
Back to Index
INITIAL COST
PROPERTIES
LAND
BUILDING
AND
IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDINGS AND
IMPROVEMENTS
TOTAL
RICHMOND
670,500
2,751,375
670,500
2,751,375
3,421,875
VALLEY VIEW SHOPPING CENTER
3,440,018
8,054,004
3,440,018
8,787,875
12,227,893
MANCHESTER SHOPPING CENTER
2,722,461
6,403,866
(3,694
)
2,722,461
6,980,964
9,703,425
HAZEL DELL TOWNE CENTER
9,340,819
21,240,296
9,340,819
21,240,296
30,581,115
RACINE
1,403,082
5,612,330
2,059,250
1,403,082
7,671,580
9,074,662
CHARLES TOWN
602,000
3,725,871
10,528,897
602,000
14,254,768
14,856,768
MARTINSBURG
242,634
1,273,828
628,937
242,634
1,902,765
2,145,399
RIVERWALK PLAZA
2,708,290
10,841,674
122,699
2,708,290
10,964,373
13,672,663
BLUE RIDGE
12,346,900
71,529,796
12,239,934
23,457,942
72,658,688
96,116,630
MEXICO - PACHUCA WAL-MART
3,621,985
6,623,264
3,943,079
6,302,170
10,245,249
MEXICO-SAN LUIS POTOSI
5,787,073
6,860,642
549,935
6,270,189
6,927,461
13,197,650
MEXICO- SALTILLO II
11,150,023
5,450,759
11,544,176
5,056,606
16,600,782
BALANCE OF PORTFOLIO
46,502,142
4,492,127
38,065,263
50,045,556
43,604,091
93,649,647
$
948,558,551
$
3,611,846,996
$
4,560,405,547
PROPERTIES
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
RICHMOND
563,584
2,858,291
1995(A)
VALLEY VIEW SHOPPING CENTER
399,655
11,828,238
2004(A)
MANCHESTER SHOPPING CENTER
558,551
9,144,874
2004(A)
HAZEL DELL TOWNE CENTER
30,581,115
10,785,094
2003(C)
RACINE
3,423,430
5,651,232
1988(A)
CHARLES TOWN
6,279,004
8,577,764
1985(A)
MARTINSBURG
1,668,445
476,954
1986(A)
RIVERWALK PLAZA
1,932,612
11,740,051
7,416,681
1999(A)
BLUE RIDGE
34,763,081
61,353,549
13,149,742
2005(A)
MEXICO - PACHUCA WAL-MART
10,245,249
2005(C)
MEXICO-SAN LUIS POTOSI
331,848
12,865,802
2004(A)
MEXICO- SALTILLO II
16,600,782
2005(C)
BALANCE OF PORTFOLIO
16,269,237
77,380,409
VARIOUS
$
740,127,307
$
3,820,278,240
$
543,790,520
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 and leasehold improvements
(including certain identified intangible assets) Terms of leases or useful lives, whichever is shorter
The aggregate cost for Federal income tax purposes was approximately $ 4.2 billion at December 31, 2005.
The changes in total real estate assets for the years ended December 31, 2005, 2004, and 2003 are as follows:
2005
2004
2003
Balance, beginning of period
$
4,092,222,479
$
4,174,664,893
$
3,421,159,067
Acquisitions
490,125,913
672,421,546
1,142,133,901
Improvements
410,280,045
195,580,447
182,351,801
Transfers from (to) unconsolidated joint ventures
(103,573,817
)
(748,974,957
)
(237,421,088
)
Sales
(299,944,373
)
(193,948,762
)
(312,228,077
)
Assets held for sale
(28,704,700
)
(4,555,688
)
(17,315,557
)
Adjustment of property carrying values
(2,965,000
)
(4,015,554
)
Balance, end of period
$
4,560,405,547
$
4,092,222,479
$
4,174,664,493
The changes in accumulated depreciation for the years ended December 31, 2005, 2004, and 2003 are as follows:
2005
2004
2003
Balance, beginning of period
$
634,641,781
$
568,988,445
$
516,558,123
Depreciation for year
98,591,658
96,584,738
83,563,580
Transfers from (to) unconsolidated joint ventures
27,812,350
(14,133,515
)
(4,124,181
)
Sales
(19,903,904
)
(15,909,487
)
(24,979,281
)
Assets held for sale
(1,014,578
)
(888,400
)
(2,029,796
)
Balance, end of period
$
740,127,307
$
634,641,781
$
568,988,445
Reclassifications:
Certain Amounts in the Prior Period Have Been Reclassified in Order to Conform with the Current Period's Presentation.
118