KIMCO 10-K 12-31-09
Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-K/A

(Amendment No. 2)


þ 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, 2009

OR

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

[NO FEE REQUIRED]

For the transition period from __________ to __________

Commission file number 1-10899

Kimco Realty Corporation

(Exact name of registrant as specified in its charter)


Maryland

 

13-2744380

(State of incorporation)

 

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


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

(Address of principal executive offices - zip code)

(516) 869-9000

(Registrant’s telephone number, including area code)


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


Title of each class

 

Name of each exchange on which registered

 

 

 

Common Stock, par value $.01 per share.

 

New York Stock Exchange

 

 

 

Depositary Shares, each representing one-tenth of a share of 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00 per share.

 

New York Stock Exchange

 

 

 

Depositary Shares, each representing one-hundredth of a share of 7.75% Class G Cumulative Redeemable Preferred Stock, par value $1.00 per share.

 

New York Stock Exchange


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

None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ  No ¨


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ¨  No þ


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


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


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


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


Large accelerated filer

þ

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

(Do not check if a small reporting company.)

 


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


The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $3.7 billion based upon the closing price on the New York Stock Exchange for such stock on June 30, 2009.


 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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


405,544,542 shares as of February 18, 2010.


DOCUMENTS INCORPORATED BY REFERENCE


Part III incorporates certain information by reference to the Registrant's definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on May 5, 2010.


Index to Exhibits begins on page 73.

Page 1 of 714



 


EXPLANATORY NOTE

Kimco Realty Corporation is filing this Amendment No. 2 on Form 10-K/A (“Amendment No. 2”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was originally filed on March 1, 2010 and amended on March 2, 2010 (the “Original 10-K”) to (i) amend and restate the Index to Exhibits in Item 15 to delete exhibits 10.3 through 10.5 and (ii) file the complete agreements for exhibits 10.6, 10.17, 10.18 and 10.19.


This Amendment No. 2 does not amend or update any other item or disclosure contained in the Original 10-K. This Form 10-K/A is presented as of the filing date of the Original Filing and does not reflect events occurring after that date, or modify or update disclosures in any way other than as specifically noted above. Accordingly, this Form 10-K/A should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission subsequent to the date of the Original 10-K.




TABLE OF CONTENTS


Item No.

 

Form 10-K
Report
Page

 

PART I

 

 

 

 

    1.

Business

3

 

 

 

    1A.

Risk Factors

11

 

 

 

    1B.

Unresolved Staff Comments

18

 

 

 

    2.

Properties

18

 

 

 

    3.

Legal Proceedings

20

 

 

 

    4.

Reserved

20

 

 

 

   

Executive Officers of the Registrant

43

 

 

 

 

 

 

 

PART II

 

 

 

 

    5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

44

 

 

 

    6.

Selected Financial Data

45

 

 

 

    7.

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

47

 

 

 

    7A.

Quantitative and Qualitative Disclosures About Market Risk

69

 

 

 

    8.

Financial Statements and Supplementary Data

70

 

 

 

    9.

Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

70

 

 

 

    9A.

Controls and Procedures

70

 

 

 

    9B.

Other Information

70

 

 

 

 

 

 

 

PART III

 

 

 

 

    10.

Directors, Executive Officers and Corporate Governance>/a>

71

 

 

 

    11.

Executive Compensation

71

 

 

 

    12.

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

71

 

 

 

    13.

Certain Relationships and Related Transactions, and Director Independence

71

 

 

 

    14.

Principal Accounting Fees and Services

71

 

 

 

 

 

 

 

PART IV

 

 

 

 

    15.

Exhibits Financial Statement Schedules

72




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


Item 1.  Business


General  


Kimco Realty Corporation, a Maryland corporation, is one of the nation's largest owners and operators of neighborhood and community shopping centers.  The terms "Kimco," the "Company," "we," "our" and "us" each refer to Kimco Realty Corporation and our subsidiaries unless the context indicates otherwise.  The Company is a self-administered real estate investment trust ("REIT") and its management has owned and operated neighborhood and community shopping centers for more than 50 years.  The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties.  As of December 31, 2009, the Company had interests in 1,915 properties, totaling approximately 176.9 million square feet of gross leasable area (“GLA”) located in 45 states, Puerto Rico, Canada, Mexico, Chile, Brazil and Peru. The Company’s ownership interests in real estate consist of its consolidated portfolio and in portfolios where the Company owns an economic interest, such as properties in the Company’s investment management programs, where the Company partners with institutional investors and also retains management (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  The Company believes its portfolio of neighborhood and community shopping center properties is the largest (measured by GLA) currently held by any publicly traded REIT.


The Company's executive offices are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 and its telephone number is (516) 869-9000.  


The Company’s Web site is located at http://www.kimcorealty.com.  The information contained on our Web site does not constitute part of this annual report on Form 10-K.  On the Company’s Web site you can obtain, free of charge, a copy of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon as reasonably practicable, after we file such material electronically with, or furnish it to, the Securities and Exchange Commission (the "SEC").


History  


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



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Company as a Delaware corporation, and, in 1985, the operations of The Kimco Corporation were merged into the Company. The Company completed its initial public stock offering (the "IPO") in November 1991, and, commencing with its taxable year which began January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code").  In 1994, the Company reorganized as a Maryland corporation.


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


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


Also during 1998, the Company formed Kimco Income Operating Partnership, L.P. ("KIR"), an entity in which the Company held a 99.99% limited partnership interest. KIR was established for the purpose of investing in high-quality properties financed primarily with individual non-recourse mortgages.  The Company believed that these properties were appropriate for financing with greater leverage than the Company traditionally used.  At the time of formation, the Company contributed 19 properties to KIR, each encumbered by an individual non-recourse mortgage.  During 1999, KIR sold a significant interest in the partnership to institutional investors, thus establishing the Company’s investment management program. The Company holds a 45.0% noncontrolling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting. (See Note 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


The Company has expanded its investment management program through the establishment of other various institutional joint venture programs in which the Company has noncontrolling interests ranging generally from 5% to 45%.  The Company’s largest joint venture, Kimco Prudential Joint Venture ("KimPru"), was formed in 2006, in connection with the Pan Pacific Retail Properties Inc. ("Pan Pacific") merger transaction, with Prudential Real Estate Investors ("PREI").  The Company earns management fees, acquisition fees, disposition fees and promoted interests based on value creation.  (See Note 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


In connection with the Tax Relief Extension Act of 1999 (the "RMA"), which became effective January 1, 2001, the Company is permitted to participate in REIT activities from which it was previously precluded in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable REIT subsidiaries under the Code, subject to certain limitations. As such, the Company, through its taxable REIT subsidiaries, has been engaged in various retail real estate related opportunities, including (i) ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion (see Recent Developments - Ground-Up Development), (ii) retail real estate advisory and disposition services, which primarily focused on leasing and disposition strategies for real estate property interests of both healthy and distressed retailers and (iii) acting as an agent or principal in connection with tax-deferred exchange transactions.  The Company may consider other investments through taxable REIT subsidiaries should suitable opportunities arise.


The Company has continued its geographic expansion with investments in Canada, Mexico, Puerto Rico, Chile, Brazil and Peru. During October 2001, the Company formed three joint ventures (collectively, the "RioCan Ventures") with RioCan Real Estate Investment Trust ("RioCan", Canada’s largest publicly traded REIT measured by GLA) in which the Company has 50% noncontrolling interests, to acquire retail properties and development projects in Canada. The Company accounts for this investment under the equity method of accounting. The Company has expanded its presence in Canada with the establishment of other joint venture arrangements.  During 2002, the Company, along with various strategic co-investment partners, began acquiring operating and development properties located in Mexico.  During 2006, the Company acquired interests in shopping center properties located in Puerto Rico through joint ventures in which the Company holds controlling ownership interests.  



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During 2007, the Company acquired an interest in four shopping center properties located in Chile through a joint venture in which the Company holds a noncontrolling ownership interest. During 2008, the Company acquired interests in two shopping center properties in Brazil through a joint venture in which the Company holds a controlling ownership interest and a land parcel for ground-up development located in Peru through a joint venture in which the Company holds a controlling interest.  (See Notes 4 and 8 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 has also provided preferred equity capital in the past to real estate entrepreneurs and, from time to time, provides real estate capital and advisory services to both healthy and distressed retailers.  The Company has also made selective investments in secondary market opportunities where a security or other investment is, in management’s judgment, priced below the value of the underlying assets, however these investments are subject to volatility within the equity and debt markets.  


Investment and Operating Strategy


The Company's investment objective is to increase cash flow, current income and, consequently, the value of its existing portfolio of properties and to seek continued growth through (i) the 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 may consider investments in other real estate sectors and in geographic markets where it does not presently operate should suitable opportunities arise.


The Company's neighborhood and community shopping center properties are designed to attract local area customers and typically are anchored by a discount department store, a supermarket or a drugstore tenant offering day-to-day necessities rather than high-priced luxury items.  The Company may either purchase or lease income-producing properties in the future and may also participate with other entities in property ownership through partnerships, joint ventures or similar types of co-ownership.  Equity investments may be subject to existing mortgage financing and/or other indebtedness.  Financing or other indebtedness may be incurred simultaneously or subsequently in connection with such investments.  Any such financing or indebtedness would have priority over the Company’s equity interest in such property. The Company may make loans to joint ventures in which it may or may not participate.


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


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


The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base.  As of December 31, 2009, no single neighborhood and community shopping center accounted for more than 1.2% of the Company's annualized base rental revenues or more than 1.0% of the Company’s total shopping center GLA.  At December 31, 2009, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Wal-Mart and Kohl’s, which represent approximately 3.3%, 2.6%, 2.5%, 2.2% and 2.0%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.


In connection with the RMA, which became effective January 1, 2001, the Company had expanded its investment and operating strategy to include new real estate-related opportunities which the Company was precluded from previously in order to maintain its qualification as a REIT.  As such, the Company established a merchant building business through its wholly owned taxable REIT subsidiaries, which made selective acquisitions of land parcels for the ground-up development primarily of neighborhood and community shopping centers and subsequent sale thereof upon completion.  During 2009, the Company changed its merchant building business strategy from a sale upon completion strategy to a long-term hold strategy for its remaining merchant building projects. Additionally, the Company had developed a business which specialized 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 included assistance with inventory and fixture liquidation in connection with going-out-of-business sales.  The Company may participate with other entities in providing these advisory services through partnerships, joint ventures or other co-ownership arrangements. The Company, as part of its investment strategy, may selectively seek investments for its taxable REIT subsidiaries as suitable opportunities arise.



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The Company emphasizes equity real estate investments. The Company may at its discretion, invest in preferred equity investments, 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, from time to time, provides mortgage financing to retailers with significant real estate assets, in the form of leasehold interests or fee-owned properties, where the Company believes the underlying value of the real estate collateral is in excess of its loan balance.  In addition, the Company may, on a selective basis, acquire debt instruments at a discount in the secondary market where the Company believes the asset value of the enterprise is greater than the current value, however these investments are subject to volatility within the equity and debt markets.


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


The Company may 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.


Capital Strategy and Resources


The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings of BBB+ from Standard and Poors and Baa1 from Moody's Investor Services.  The Company plans to strengthen its balance sheet by pursuing deleveraging efforts over time. It is management's intention that the Company continually have access to the capital resources necessary to expand and develop its business.  Accordingly, the Company may, from time-to-time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives in a manner consistent with its intention to operate with a conservative debt structure.


Since the completion of the Company's IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs.  Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $7.4 billion.  Proceeds from public capital market activities have been used for repaying indebtedness, acquiring interests in neighborhood and community shopping centers, funding ground-up development projects, expanding and improving properties in the portfolio and other investments.  The Company also has revolving credit facilities totaling approximately $1.7 billion available for general corporate purposes.  At December 31, 2009 the Company had approximately $139.5 million outstanding on these facilities.  


Capital markets continue to experience increased volatility. As available, the Company will continue to access these markets.  In addition to capital markets, the Company had over 420 unencumbered property interests in its portfolio as of December 31, 2009.  The Company has capacity within its bond and other debt covenants to raise up to $2.0 billion in secured financing on these unencumbered properties.


In March 2006, the Company was added to the S & P 500 Index, an index containing the stock of 500 Large Cap companies, most of which are U.S. corporations.  For further discussion regarding capital strategy and resources, see Management’s Discussion and Analysis of Results of Operations and Financial Condition - Financing Activities.


Competition  


As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners and operators of neighborhood and community shopping centers, the Company has established close relationships with a large number of major national and regional retailers and maintains a broad network of industry contacts.  Management is associated with and/or actively participates in many shopping center and REIT industry organizations.  Notwithstanding these



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relationships, there are numerous regional and local commercial developers, real estate companies, financial institutions and other investors who compete with the Company for the acquisition of properties and other investment opportunities and in seeking tenants who will lease space in the Company’s properties.


Operating Practices


Nearly all operating functions, including leasing, legal, construction, data processing, maintenance, finance and accounting, are administered by the Company from its executive offices in New Hyde Park, New York and supported by the Company’s regional offices.  The Company believes it is critical to have a management presence in its principal areas of operation and, accordingly, the Company maintains regional offices in various cities throughout the United States.  As of December 31, 2009, a total of 640 persons are employed at the Company's executive and regional offices.


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


As of December 31, 2009, the Company also employs a total of 25 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 be taxed 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.


Recent Developments


The following describes the Company’s significant transactions and events that occurred during the year ended December 31, 2009. (See Item 8 and Notes 2, 3, 4, 5, 6, 8, 9 and 10 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


Operating Properties -


Acquisitions -


During November 2009, the Company purchased the remaining 85% interest in PL Retail LLC, an entity that indirectly owns through wholly-owned subsidiaries 21 shopping centers, comprising approximately 5.2 million square feet of GLA, in which the Company held a 15% noncontrolling interest prior to this transaction.  The Company paid a purchase price equal to approximately $175.0 million, after customary adjustments and closing prorations, which was equivalent to 85% of PL Retail LLC’s gross asset value, which equaled approximately $825 million, less the assumption of $564 million of non-recourse mortgage debt encumbering 20 properties and $50 million of perpetual preferred stock.  The purchase price includes approximately $20 million for the purchase of development rights for one shopping center.  This transaction resulted in a gain of approximately $7.6 million as a result of a change in control and remeasuring the Company’s 15% noncontrolling equity interest to fair value.  Subsequently, the Company repaid approximately $269 million of the non-recourse mortgage debt which encumbered 10 properties.  


During 2009, the Company acquired the remaining ownership interest in 11 unencumbered operating properties from a joint venture in which the Company held a 15% noncontrolling interest comprising an aggregate 1.5 million square feet of GLA for an aggregate purchase price of approximately $106.9 million.


Additionally, during 2009, the Company acquired the remaining ownership interest in an operating property in which the Company held a 10% noncontrolling interest comprising 0.1 million square feet of GLA for a purchase price of approximately $23.6 million, including the assumption of a $13.5 million non-recourse mortgage.



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Dispositions -


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


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

 

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 2009, the Company substantially completed the redevelopment and re-tenanting of various operating properties.  The Company expended approximately $43.4 million in connection with these major redevelopments and re-tenanting projects during 2009. 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 $30.0 million to $40.0 million during 2010.  

 

Ground-Up Development -


The Company is engaged in ground-up development projects which consist of (i) U.S. ground-up development projects which will be held as long-term investments by the Company and (ii) various ground-up development projects located in Latin America for long-term investment (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).  During 2009, the Company changed its merchant building business strategy from a sale upon completion strategy to a long-term hold strategy.  Those properties previously considered merchant building have been either placed in service as long-term investment properties or included in U.S. ground-up development.  The ground-up development projects generally have significant pre-leasing prior to the commencement of construction. As of December 31, 2009, the Company had in progress a total of 11 ground-up development projects, consisting of seven ground-up development projects located throughout Mexico, two ground-up development projects located in the U.S., one ground-up development project located in Chile, and one ground-up development project located in Brazil. The Company anticipates its capital commitment toward its ground-up development projects will be approximately $50.0 million to $60.0 million during 2010.  The availability under the Company’s revolving lines of credit is expected to be sufficient to fund these anticipated capital requirements.


U.S. ground-up development -


During 2009, the Company expended approximately $45.0 million in connection with construction costs related to U.S. ground-up development projects.  Additionally, the Company purchased, in separate transactions, various partners’ interests in five former merchant building projects for an aggregate $9.9 million.  


Construction loans -


During 2009, the Company fully repaid nine construction loans aggregating approximately $212.2 million.  As of December 31, 2009, total loan commitments on the Company’s four remaining construction loans aggregated approximately $69.7 million of which approximately $45.8 million has been funded.  These loans have scheduled maturities ranging from 11 months to 56 months (excluding any extension options which may be available to the Company) and bear interest at rates ranging from 2.13% to 4.50% at December 31, 2009.  Approximately $3.4 million of the outstanding loan balance matures in 2010.  These maturing loans are anticipated to be repaid with operating cash flows, borrowings under the Company’s credit facilities and additional debt financings.  In addition, the Company may pursue or exercise existing extension options with lenders where available.


Dispositions -


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



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Kimsouth -


During 2009, the Company acquired the remaining 7.5% interest in Kimsouth, a consolidated taxable REIT subsidiary in which the Company held a 92.5% controlling interest, for a purchase price of approximately $5.5 million.


Investment and Advances in Real Estate Joint Ventures -


The Company has various institutional and non-institutional joint venture programs in which the Company has various noncontrolling interests, which are accounted for under the equity method of accounting.  (See Note 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


Dispositions -


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


Additionally, during 2009, KimPru sold 22 operating properties for an aggregate sales price of approximately $214.0 million, comprised of (i) 11 operating properties sold to the Company for an aggregate sales price of approximately $106.9 million which resulted in an aggregate net gain of approximately $0.9 million of which the Company’s share was approximately $0.1 million and (ii) 11 operating properties and its interest in an unconsolidated joint venture, sold in separate transactions, for an aggregate sales price of approximately $107.1 million.  These sales resulted in an aggregate net gain of approximately $0.1 million.  Proceeds from these property sales were used to repay a portion of the outstanding balance on KimPru’s credit facility, described below.  


Also, during 2009, a joint venture in which the Company held a 10% noncontrolling interest sold one operating property comprising 0.1 million square feet of GLA to the Company for a purchase price of approximately $23.6 million, including the assumption of a $13.5 million non-recourse mortgage.  This sale resulted in a gain of approximately $3.4 million of which the Company’s share was approximately $0.3 million.


Financings -


During 2009, joint ventures in which the Company has noncontrolling interests (i) repaid approximately $113.8 million in non-recourse mortgage debt with interest rates ranging from 2.75% to 8.30%, (ii) refinanced approximately $212.9 million in mortgage debt with approximately $226.6 million of new mortgage debt which bear interest at rates ranging from 6.64% to 7.88% and maturity dates ranging from three years to seven years, and (iii) obtained new mortgage debt on previously unencumbered properties of approximately $214.0 million with interest rates ranging from 3.75% to 7.85% and maturity dates ranging from three to ten years.


International Real Estate Investments -


Canadian Investments -


The Company recognized equity in income from its unconsolidated Canadian investments in real estate joint ventures of approximately $12.2 million, $18.6 million and $22.5 million during 2009, 2008 and 2007, respectively.  In addition, income from its Canadian preferred equity investments was approximately $12.9 million, $23.2 million, $35.1 million during 2009, 2008 and 2007, respectively.


During 2009, an unconsolidated Canadian joint venture in which the Company has a 50% noncontrolling interest refinanced approximately $30.3 million in mortgage debt with approximately $46.1 million in mortgage debt which bears interest at rates ranging from 5.90% to 6.82% and maturity dates ranging from five years to ten years.



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Latin American Investments -


During 2009, the Company acquired a land parcel located in Rio Clara, Brazil through a newly formed consolidated joint venture in which the Company has a 70% controlling ownership interest for a purchase price of 3.3 million Brazilian Reals (approximately USD $1.5 million). This parcel will be developed into a 48,000 square foot retail shopping center.


Additionally, during 2009, the Company acquired a land parcel located in San Luis Potosi, Mexico, through an unconsolidated joint venture in which the Company has a noncontrolling interest, for an aggregate purchase price of approximately $0.8 million.


The Company recognized equity in income from its unconsolidated Mexican investments in real estate joint ventures of approximately $7.0 million, $17.1 million, and $5.2 million during 2009, 2008 and 2007, respectively.


The Company recognized equity in income from its unconsolidated Chilean investments in real estate joint ventures of approximately $0.4 million, $0.2 and $0.1 million during 2009, 2008 and 2007, respectively.


The Company’s revenues from its consolidated Mexican subsidiaries aggregated approximately $23.4 million, $20.3 million, $8.5 million during 2009, 2008 and 2007, respectively. The Company’s revenues from its consolidated Brazilian subsidiaries aggregated approximately $1.5 million and $0.4 million during 2009 and 2008, respectively.  The Company’s revenues from its consolidated Chilean subsidiaries aggregated less than $100,000 during 2009 and 2008, respectively.


Mortgages and Other Financing Receivables -


During 2009, the Company provided financing to five borrowers for an aggregate amount of approximately $8.3 million.  During 2009, the Company received an aggregate of approximately $40.4 million which fully paid down the outstanding balance on four mortgage receivables.  As of December 31, 2009, the Company had 37 loans with total commitments of up to $178.9 million, of which approximately $131.3 million has been funded.  Availability under the Company’s revolving credit facilities are expected to be sufficient to fund these remaining commitments.  (See Note 10 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


Asset Impairments –


On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired.  To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset.


During 2009, economic conditions had continued to experience volatility resulting in further declines in the real estate and equity markets. Year over year increases in capitalization rates, discount rates and vacancies as well as the deterioration of real estate market fundamentals, negatively impacted net operating income and leasing which further contributed to declines in real estate markets in general.   


As a result of the volatility and declining market conditions described above, as well as the Company’s strategy in relation to certain of its non-retail assets, the Company recognized non-cash impairment charges during 2009, aggregating approximately $175.1 million, before income tax benefit of approximately $22.5 million and noncontrolling interests of approximately $1.2 million.  Details of these non-cash impairment charges are as follows (in millions):


Impairment of property carrying values

$

50.0

Real estate under development

 

 2.1

Investments in other real estate investments

 

49.2

Marketable securities and other investments

 

30.1

Investments in real estate joint ventures

 

43.7

     Total impairment charges

$

175.1


(See Notes 2, 6, 8, 9, 10 and 11 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)



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In addition to the impairment charges above, the Company recognized impairment charges during 2009 of approximately $38.7 million, before income tax benefit of approximately $11.0 million, relating to certain properties held by unconsolidated joint ventures in which the Company holds noncontrolling interests ranging from 15% to 45%. These impairment charges are included in Equity in income of joint ventures, net in the Company’s Consolidated Statements of Operations. 


Financing Transactions -


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


During September 2009, the Company issued $300.0 million of 10-year Senior Unsecured Notes at an interest rate of 6.875% payable semi-annually in arrears.  These notes were sold at 99.84% of par value.  Net proceeds from the issuance were approximately $297.3 million, after related transaction costs of approximately $0.3 million. The proceeds from this issuance were primarily used to repay the Company’s $220.0 million unsecured term loan described below.  The remaining proceeds were used to repay certain construction loans that were scheduled to mature in 2010 (see Note 12 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  


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


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


During the year ended December 31, 2009, the Company repaid (i) its $130.0 million 6.875% senior notes, which matured on February 10, 2009, (ii) its $20.0 million 7.56% Medium Term Note, which matured in May 2009 and (iii) its $25.0 million 7.06% Medium Term Note, which matured in July 2009.  


During 2009, the Company (i) obtained an aggregate of approximately $400.2 of non-recourse mortgage debt on 21 operating properties, (ii) assumed approximately $579.2 million of individual non-recourse mortgage debt relating to the acquisition of 22 operating properties, including approximately $1.6 million of fair value debt adjustments and (iii) paid off approximately $437.7 million of individual non-recourse mortgage debt that encumbered 24 operating properties.


For further discussion regarding financing transactions see Management's Discussion and Analysis of Results of Operations and Financial Condition - Financing Activities and Contractual Obligations and Other Commitments.  (See Notes 12, 13, 14 and 18 of the Notes to Consolidated Financial Statement included in this annual report on Form 10-K.)


Exchange Listings


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


Item 1A. Risk Factors


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


Risks Related to Our Status as a Real Estate Investment Trust


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



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


Qualification as a REIT involves the application of highly technical and complex federal income tax code provisions for which there are only limited judicial and administrative interpretations.  The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT.  New legislation, regulations, administrative interpretations or court decisions could significantly change the tax laws with respect to qualification as a REIT, the federal income tax consequences of such qualification or the desirability of an investment in a REIT relative to other investments.  There can be no assurance that we have qualified or will continue to qualify as a REIT for tax purposes.


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


·

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


·

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


·

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


·

we would not be required to make distributions to stockholders.


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


Risks Related to Adverse Global Market and Economic Conditions


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


Recent market and economic conditions have been unprecedented and challenging with slower growth and tighter credit conditions. Continued concerns about the systemic impact of the availability and cost of credit, the U.S. mortgage market, inflation, energy costs, geopolitical issues and declining real estate markets have contributed to increased market volatility and diminished expectations for the U.S. economy.  These adverse market conditions and competition may impede our ability to generate sufficient income to pay expenses, maintain our properties, pay dividends and refinance debt.


The retail shopping sector has been negatively affected by recent economic conditions.  Adverse economic conditions have forced some weaker retailers, in some cases, to declare bankruptcy and close stores. Certain retailers have announced store closings even though they have not filed for bankruptcy protection.  These downturns in the retailing industry likely will have a direct impact on our performance.  Continued store closings or declarations of bankruptcy by our tenants may have a material adverse effect on the Company’s overall performance.  Adverse general or local economic conditions could result in the inability of some tenants of the Company to meet their lease obligations and could otherwise adversely affect the Company’s ability to attract or retain tenants. Lease terminations by certain tenants or a failure by certain tenants to occupy their premises in a shopping center could result in lease terminations or significant reductions in rent by other tenants in the same shopping centers under the terms of some leases, in which case we may be unable to re-lease the vacated space at attractive rents or at all, and our rental payments from our continuing tenants could significantly decrease.


We are unable to predict whether, or to what extent or for how long, these adverse market and economic conditions will persist.  The continuation and/or intensification of these conditions may impede our ability to generate sufficient operating cash flow to pay expenses, maintain properties, pay dividends and refinance debt.


During 2009, the Company recognized non-cash impairment charges of approximately $175.1 million, before income taxes and noncontrolling interest, relating to adjustments to property carrying values, investments in real estate joint ventures, real estate under development and other real estate investments.  Ongoing adverse market and economic conditions could cause us to recognize additional impairments in the future.  



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Ongoing adverse market and economic conditions and market volatility will likely continue to make it difficult to value the properties and investments owned by us and our unconsolidated joint ventures.  There may be significant uncertainty in the valuation, or in the stability of the value, of such properties and investments that could result in a substantial decrease in the value thereof.  In addition, we intend to sell many of our non-core assets over the next several years. No assurance can be given that we will be able to recover the current carrying amount of all of our properties and investments and those of our unconsolidated joint ventures in the future. Our failure to do so would require us to recognize additional impairment charges for the period in which we reached that conclusion, which could materially and adversely affect us.  


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


·

changes in the national, regional and local economic climate;


·

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


·

the attractiveness of our properties to tenants;


·

the ability of tenants to pay rent;


·

competition from other available properties;


·

changes in market rental rates;


·

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


·

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


·

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


·

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


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


·

weakness in the national, regional and local economies;


·

the adverse financial condition of some large retailing companies;


·

ongoing consolidation in the retail sector;


·

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


·

increasing consumer purchases through catalogues and the internet.


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


Our performance depends on our ability to collect rent from tenants. At any time, our tenants may experience a downturn in their business that may significantly weaken their financial condition. As a result, our tenants may delay a number of lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close stores or declare bankruptcy. Any of these actions could result in the termination of the tenants’ leases and the loss of rental income attributable to these tenants’ leases.  In the event of a default by a tenant, we may experience delays and costs in enforcing our rights as landlord under the terms of our leases.


In addition, multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a shopping center could result in lease terminations or significant reductions in rent by other tenants in the same shopping centers under the terms of some leases. In that event, we may be unable to re-lease the vacated space at attractive rents or at all, and our rental payments from our continuing tenants could significantly decrease.  The occurrence of any of the situations described above, particularly if it involves a substantial tenant with leases in multiple locations, could have a material adverse effect on our performance.



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


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


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


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


Real estate property investments are illiquid and generally cannot be disposed of quickly. In addition, the federal tax code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies.  Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms.


We may acquire or develop properties or acquire other real estate related companies and this may create risks.


We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or development is consistent with our business strategies. We may not succeed in consummating desired acquisitions or in completing developments on time or within budget. We face competition in pursuing these acquisition or development opportunities that could increase our costs. When we do pursue a project or acquisition, we may not succeed in leasing newly developed or acquired properties at rents sufficient to cover the costs of acquisition or development and operations. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention. Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than anticipated performance. We may also abandon acquisition or development opportunities that management has begun pursuing and consequently fail to recover expenses already incurred and have devoted management time to a matter not consummated. Furthermore, our acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some of which we may not be aware at the time of acquisition.  In addition, development of our existing properties presents similar risks.


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


These properties may have characteristics or deficiencies currently unknown to us that affect their value or revenue potential. It is also possible that the operating performance of these properties may decline under our management.  As we acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up and tenant retention.  In addition, our ability to manage our growth effectively will require us to successfully integrate our new acquisitions into our existing management structure. We may not succeed with this integration or effectively manage additional properties. Also, newly acquired properties may not perform as expected.


We face competition in leasing or developing properties.


We face competition in the acquisition, development, operation and sale of real property from others engaged in real estate investment.  Some of these competitors may have greater financial resources than we do.  This could result in competition for the acquisition of properties for tenants who lease or consider leasing space in our existing and subsequently acquired properties and for other real estate investment opportunities.


Risks Related to Our Joint Venture and Preferred Equity Investments


We do not have exclusive control over our joint venture and preferred equity investments, such that we are unable to ensure that our objectives will be pursued.



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We have invested in some cases as a co-venturer or partner in properties instead of owning directly.  In these investments, we do not have exclusive control over the development, financing, leasing, management and other aspects of these investments. As a result, the co-venturer or partner might have interests or goals that are inconsistent with ours, take action contrary to our interests or otherwise impede our objectives. These investments involve risks and uncertainties, including the risk of the co-venturer or partner failing to provide capital and fulfill its obligations, which may result in certain liabilities to us for guarantees and other commitments, the risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements.  The co-venturer or partner also might become insolvent or bankrupt, which may result in significant losses to us.


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


·

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


·

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


·

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


·

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


·

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


·

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


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


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


Risks Related to Our International Operations


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


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


·

currency risks, including currency fluctuations;


·

unexpected changes in legislative and regulatory requirements;


·

potential adverse tax burdens;


·

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


·

obstacles to the repatriation of earnings and cash;


·

regional, national and local political uncertainty;


·

economic slowdown and/or downturn in foreign markets;


·

difficulties in staffing and managing international operations;


·

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


·

reduced protection for intellectual property in some countries.



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


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


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


Our international operations are subject to a variety of laws and regulations, and we can predict neither the impact of associated requirements to which our international operations may be subject nor the potential that we may face regulatory sanctions.


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


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


Risks Related to Our Financing Activities


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


The capital and credit markets have become increasingly volatile and constrained as a result of adverse conditions that have caused the failure and near failure of a number of large financial services companies.   We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on favorable terms.  The inability to obtain financing could have negative effects on our business, such as:


·

we could have great difficulty acquiring or developing properties, which would materially adversely affect our business strategy;


·

our liquidity could be adversely affected;


·

we may be unable to repay or refinance our indebtedness;


·

we may need to make higher interest and principal payments or sell some of our assets on unfavorable terms to fund our indebtedness; and


·

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


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


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



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


Risks Related to the Market Price of Our Publicly Traded Securities


Changes in market conditions could adversely affect the market price of our publicly traded securities.


As with other publicly traded securities, the market price of our publicly traded securities depends on various market conditions, which may change from time-to-time.  Among the market conditions that may affect the market price of our publicly traded securities are the following:


·

the extent of institutional investor interest in us;


·

the reputation of REITs generally and the reputation of REITs with portfolios similar to us;


·

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


·

our financial condition and performance;


·

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


·

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


·

general economic and financial market conditions.


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


We may distribute taxable dividends that are partially payable in cash and partially payable in our stock. Under recent IRS guidance, up to 90% of any such taxable dividend with respect to calendar years 2008 through 2011, and in some cases declared as late as December 31,2012, could be payable in our stock if certain conditions are met. Although we reserve the right to utilize this procedure in the future, we currently have no intent to do so. In the event that we pay a portion of a dividend in shares of our common stock, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders might have to pay the tax using cash from other sources. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividend, including in respect of all or a portion of such dividend that is payable in stock.  In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on dividends, such sales would put downward pressure on the market price of our common stock.


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


Risks Related to Our Marketable Securities and Mortgage Receivables


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


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



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·

limited liquidity in the secondary trading market;


·

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


·

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


·

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


·

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


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


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


We invest in mortgage receivables.  Our investments in mortgage receivables normally are not insured or otherwise guaranteed by any institution or agency. In the event of a default by a borrower, it may be necessary for us to foreclose our mortgage or engage in costly negotiations.  Delays in liquidating defaulted mortgage loans and repossessing and selling the underlying properties could reduce our investment returns.  Furthermore, in the event of default, the actual value of the property securing the mortgage may decrease. A decline in real estate values will adversely affect the value of our loans and the value of the mortgages securing our loans.


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


Risks Related to Environmental Regulations


We may be subject to environmental regulations.


Under various federal, state, and local laws, ordinances and regulations, we may be considered an owner or operator of real property and may be responsible for paying for the disposal or treatment of hazardous or toxic substances released on or in our property, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property).  This liability may be imposed whether or not we knew about, or were responsible for, the presence of hazardous or toxic substances.


Item 1B. Unresolved Staff Comments

None


Item 2.  Properties


Real Estate Portfolio  


As of December 31, 2009, the Company had interests in 1,915 properties, including 1,478 in retail operating properties, 437 in non-retail properties, totaling approximately 176.9 million square feet of GLA located in 45 states, Puerto Rico, Canada, Mexico and South America.  The Company’s portfolio includes interests ranging from 5% to 50% in 433 shopping center properties comprising approximately 65.8 million square feet of GLA relating to the Company’s investment management programs and other joint ventures.  Neighborhood and community shopping centers comprise the primary focus of the Company's current portfolio.  As of December 31, 2009, the Company’s total shopping center portfolio, comprised of total GLA of 127.3 million from 912 properties, was approximately 92.6% leased.


The Company's neighborhood and community shopping center properties, which are generally owned and operated through subsidiaries or joint ventures, had an average size of approximately 140,000 square feet as of December 31, 2009.  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.  



18



Table of Contents

These projects usually include renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting.  During 2009, the Company capitalized approximately $9.2 million in connection with these property improvements and expensed to operations approximately $20.3 million.


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


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


Approximately 20.9% of the Company's leases also contain provisions requiring the payment of additional rent calculated as a percentage of tenants’ gross sales above predetermined thresholds.  Percentage rents accounted for less than 1% of the Company's revenues from rental property for the year ended December 31, 2009.  Additionally, a majority of the Company’s leases have built in contractual rent increases as well as escalation clauses.  Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices.


Minimum base rental revenues and operating expense reimbursements accounted for approximately 98% of the Company's total revenues from rental property for the year ended December 31, 2009.  The Company's management believes that the base rent per leased square foot for many of the Company's existing leases is generally lower than the prevailing market-rate base rents in the geographic regions where the Company operates, reflecting the potential for future growth.


As of December 31, 2009, the Company’s consolidated portfolio, comprised of 61.5 million square feet of GLA, was 92.2% leased. For the period January 1, 2009 to December 31, 2009, the Company increased the average base rent per leased square foot in its U.S. consolidated portfolio of neighborhood and community shopping centers from $10.63 to $11.13, an increase of $0.50.  This increase primarily consists of (i) a $0.38 increase relating to acquisitions, (ii) a $0.03 increase relating to dispositions or the transfer of properties to various joint venture entities and (iii) a $0.09 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio. For the period January 1, 2009 to December 31, 2009, the Company increased the average base rent per leased square foot in its Latin American consolidated portfolio of neighborhood and community shopping centers from $11.58 to $11.69, an increase of $0.11 primarily 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 1.0% of the Company's total shopping center GLA or more than 1.2% of total annualized base rental revenues as of December 31, 2009. The Company’s five largest tenants at December 31, 2009, were The Home Depot, TJX Companies, Sears Holdings, Wal-Mart and Kohl’s, which represent approximately 3.3%, 2.6%, 2.5%, 2.2% and 2.0%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.  The Company maintains an active leasing and capital improvement program that, combined with the high quality of the locations, has made, in management's opinion, the Company's properties attractive to tenants.


The Company's management believes its experience in the real estate industry and its relationships with numerous national and regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners.


Retail Store Leases  In addition to neighborhood and community shopping centers, as of December 31, 2009, the Company had interests in retail store leases totaling approximately 1.5 million square feet of anchor stores in 16 neighborhood and community shopping centers located in 11 states.  As of December 31, 2009, approximately 92.6% of the space in these anchor stores had been sublet to retailers that lease the stores under net lease agreements providing for average annualized



19



Table of Contents

base rental payments of $4.54 per square foot. The average annualized base rental payments under the Company’s retail store leases to the landowners of such subleased stores are approximately $2.50 per square foot.  The average remaining primary term of the retail store leases (and, similarly, the remaining primary term of the sublease agreements with the tenants currently leasing such space) is approximately four years, excluding options to renew the leases for terms which generally range from five years to 20 years.  The Company’s investment in retail store leases is included in the caption Other real estate investments in the Company’s Consolidated Balance Sheets.


Ground-Leased Properties  The Company has interests in 51 consolidated shopping center properties and interests in 21 shopping center properties in unconsolidated joint ventures that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company (or an affiliated joint venture) to construct and/or operate a shopping center.  The Company or the joint venture pays rent for the use of the land and generally is responsible for all costs and expenses associated with the building and improvements.  At the end of these long-term leases, unless extended, the land together with all improvements revert to the landowner.


Ground-Up Development Properties  The Company is engaged in ground-up development projects which consist of (i) U.S. ground-up development projects which will be held as long-term investments by the Company and (ii) various ground-up development projects located in Latin America for long-term investment (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).  During 2009, the Company changed its merchant building business strategy from a sale upon completion strategy to a long-term hold strategy. Those properties previously considered merchant building are now either placed in service or included in U.S. ground-up development.  The ground-up development projects generally have significant pre-leasing prior to the commencement of construction. As of December 31, 2009, the Company had in progress a total of 11 ground-up development projects, consisting of seven ground-up development projects located throughout Mexico, two ground-up development projects located in the U.S., one ground-up development project located in Chile, and one ground-up development project located in Brazil.


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 23 through 36 sets forth more specific information with respect to each of the Company's property interests.


Item 3.  Legal Proceedings


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


Item 4.  Reserved




20



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALABAMA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HOOVER

2007

JOINT VENTURE

178.2

116,602

84.0

BOOKS-A-MILLION

2020

2035

PETCO

2019

2029

SHOE CARNIVAL

2019

2029

 

MOBILE (7)

2006

JOINT VENTURE

48.8

360,023

69.0

ACADEMY SPORTS & OUTDOORS

2021

2031

VIRGINIA COLLEGE

2020

2030

ROSS DRESS FOR LESS

2015

2035

ALASKA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANCHORAGE

2006

JOINT VENTURE

24.6

164,000

98.0

MICHAELS

2017

2037

BED BATH & BEYOND

2019

2039

OLD NAVY

2012

2018

 

KENAI (10)

2003

JOINT VENTURE

14.7

146,759

100.0

HOME DEPOT

2018

2048

 

 

 

 

 

 

ARIZONA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GLENDALE

2009

FEE

7.0

70,428

93.0

SAFEWAY

2016

2046

 

 

 

 

 

 

 

GLENDALE

2007

FEE

16.5

87,722

97.0

MOR FURNITURE FOR LESS

2018

 

MICHAELS

2013

2018

ANNA'S LINENS

2015

2025

 

GLENDALE (4)

1998

FEE

40.5

333,388

84.0

COSTCO

2011

2046

FLOOR & DECOR

2015

2025

SPF FURNISHINGS

2016

2022

 

MARANA (10)

2003

FEE

18.2

191,008

100.0

LOWE'S HOME CENTER

2019

2069

 

 

 

 

 

 

 

MESA

1998

FEE

19.8

145,452

45.0

ROSS DRESS FOR LESS

2010

2015

 

 

 

 

 

 

 

MESA

2009

FEE

29.4

307,375

88.0

SPORTS AUTHORITY

2016

2046

MOR FURNITURE FOR LESS

2020

2030

MICHAELS

2010

2025

 

MESA

2005

GROUND LEASE (2078)

177.8

1,111,735

90.0

WAL-MART

2027

2077

BASS PRO SHOPS

2027

2057

HOME DEPOT

2028

2058

 

NORTH PHOENIX

1998

FEE

17.0

230,164

100.0

BURLINGTON COAT FACTORY

2018

2023

GUITAR CENTER

2017

2027

MICHAELS

2012

2022

 

PHOENIX

1998

FEE

13.4

153,180

93.0

HOME DEPOT

2020

2050

JO-ANN FABRICS

2010

2025

 

 

 

 

PHOENIX

1998

FEE

26.6

229,334

94.0

COSTCO

2011

2041

FAMSA

2022

2032

K-MOMO

2012

2017

 

PHOENIX

1997

FEE

17.5

131,621

88.0

SAFEWAY

2014

2039

TRADER JOE'S

2014

2029

 

 

 

 

PHOENIX (10)

1998

JOINT VENTURE

1.6

16,410

100.0

CHAPMAN BMW

2016

2031

 

 

 

 

 

 

 

PHOENIX (3)

2006

FEE

9.4

94,379

42.0

DOLLAR TREE

2012

2017

 

 

 

 

 

 

 

TUCSON (10)

2003

JOINT VENTURE

17.8

190,174

100.0

LOWE'S HOME CENTER

2019

2069

 

 

 

 

 

 

CALIFORNIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALHAMBRA

1998

FEE

18.4

195,455

99.0

COSTCO

2027

2057

COSTCO

2027

2057

JO-ANN FABRICS

2014

2019

 

ANAHEIM

1995

FEE

1.0

15,396

100.0

NORTHGATE GONZALEZ MARKETS

2022

2032

 

 

 

 

 

 

 

ANAHEIM (3)

2006

FEE

36.1

347,236

94.0

FOREVER 21

2012

2022

EL SUPER

2023

2033

OFFICEMAX

2011

2026

 

ANAHEIM (3)

2006

FEE

19.1

185,247

88.0

RALPHS

2016

2046

RITE AID

2016

2025

$1 DISCOUNT CENTER

2011

2016

 

ANAHEIM (3)

2006

FEE

8.5

105,085

94.0

STATER BROTHERS

2011

2026

CVS

2012

2022

 

 

 

 

ANGEL'S CAMP

2006

FEE

5.1

77,967

94.0

SAVE MART

2022

2048

RITE AID

2011

2031

 

 

 

 

ANTELOPE

2006

FEE

13.1

119,998

85.0

FOOD MAXX

2010

 

GOODWILL INDUSTRIES

2014

2029

 

 

 

 

BELLFLOWER (3)

2006

GROUND LEASE (2032)/JOINT VENTURE

9.1

113,511

100.0

STATER BROTHERS

2017

2032

STAPLES

2012

 

 

 

 

 

CARLSBAD (3)

2006

FEE

21.1

160,928

85.0

MARSHALLS

2013

2018

DOLLAR TREE

2014

2024

KIDS 'R' US

2018

2027

 

CARMICHAEL

1998

FEE

18.5

213,721

92.0

HOME DEPOT

2013

2022

SPORTS AUTHORITY

2010

2024

CVS

2013

2033

 

CHICO

2006

FEE

1.3

19,560

84.0

 

 

 

 

 

 

 

 

 

 

CHICO

2008

JOINT VENTURE

26.4

264,336

88.0

FOOD MAXX

2014

2024

ASHLEY FURNITURE

2016

 

BED, BATH & BEYOND

2014

2029

 

CHICO (5)

2007

JOINT VENTURE

7.3

69,812

100.0

RALEY'S

2024

2039

 

 

 

 

 

 

 

CHINO (3)

2006

FEE

33.0

341,577

89.0

LA CURACAO

2021

2041

ROSS DRESS FOR LESS

2013

2033

DD'S DISCOUNT

2016

2036

 

CHINO (3)

2006

FEE

13.1

168,264

100.0

DOLLAR TREE

2013

2023

PETSMART

2012

2027

RITE AID

2015

2020

 

CHINO HILLS

2008

JOINT VENTURE

7.2

73,352

94.0

STATER BROTHERS

2022

2052

 

 

 

 

 

 

 

CHULA VISTA

1998

FEE

3.5

356,335

100.0

COSTCO

2029

2079

WAL-MART

2025

2086

NAVCARE

2010

 

 

COLMA (5)

2006

JOINT VENTURE

6.4

213,532

98.0

MARSHALLS

2012

 

NORDSTROM RACK

2017

 

BED BATH & BEYOND

2016

2026

 

CORONA

1998

FEE

48.1

491,998

82.0

COSTCO

2012

2042

HOME DEPOT

2015

2029

ROSS DRESS FOR LESS

2010

 

 

CORONA

2007

FEE

12.3

148,805

93.0

VONS

2013

2038

PETSMART

2014

2034

ANNA'S LINENS

2012

2027

 

COVINA (4)

2000

GROUND LEASE (2053)/ JOINT VENTURE

26.0

278,562

50.0

STAPLES

2011

 

PETSMART

2010

2028

MICHAELS

2013

2023

 

CUPERTINO

2006

FEE

11.5

114,533

91.0

99 RANCH MARKET

2012

2027

 

 

 

 

 

 

 

DALY CITY

2002

FEE

25.6

599,682

98.0

HOME DEPOT

2026

2056

BURLINGTON COAT FACTORY

2012

2022

SAFEWAY

2014

2024

 

DUBLIN (3)

2006

FEE

12.4

154,728

93.0

ORCHARD SUPPLY HARDWARE

2011

2021

MARSHALLS

2011

2026

ROSS DRESS FOR LESS

2013

2023

 

EL CAJON

2009

FEE

10.4

98,396

90.0

RITE AID

2018

2043

ROSS DRESS FOR LESS

2014

2024

PETCO

2014

 

 

EL CAJON (10)

2003

JOINT VENTURE

10.9

128,343

100.0

KOHL'S

2024

2053

MICHAELS

2015

2035

 

 

 

 

ELK GROVE

2006

FEE

2.3

30,130

100.0

 

 

 

 

 

 

 

 

 

 

ELK GROVE

2006

FEE

0.8

7,880

98.0

 

 

 

 

 

 

 

 

 

 

ELK GROVE (3)

2006

FEE

8.1

89,216

91.0

BEL AIR MARKET

2025

2050

 

 

 

 

 

 

 

ELK GROVE (3)

2006

FEE

5.0

34,015

70.0

 

 

 

 

 

 

 

 

 

 

ENCINITAS (3)

2006

FEE

9.1

119,734

84.0

ALBERTSONS

2011

2031

TOTAL WOMAN GYM

2019

2029

 

 

 

 

ESCONDIDO (3)

2006

FEE

23.1

231,157

95.0

LA FITNESS

2017

2032

VONS

2014

2034

CVS

2014

2034

 

FAIR OAKS (3)

2006

FEE

9.6

104,866

95.0

RALEY'S

2011

2021

 

 

 

 

 

 

 

FOLSOM (10)

2003

JOINT VENTURE

9.5

108,255

100.0

KOHL'S

2018

2048

 

 

 

 

 

 

 

FREMONT (3)

2006

FEE

11.9

131,239

100.0

SAVE MART

2013

2038

CVS

2011

2021

BALLY TOTAL FITNESS

2014

2034

 

FREMONT (3)

2007

JOINT VENTURE

51.7

504,666

94.0

SAFEWAY

2025

2050

BED BATH & BEYOND

2010

2025

MARSHALLS

2015

2030



21



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FRESNO

2009

FEE

10.8

121,228

100.0

BED BATH & BEYOND

2015

2025

SPORTS AUTHORITY

2013

2023

ROSS DRESS FOR LESS

2011

2031

 

FRESNO (3)

2006

FEE

9.9

102,581

90.0

SAVE MART

2014

2034

RITE AID

2014

2044

 

 

 

 

FULLERTON (3)

2006

GROUND LEASE (2025)

20.3

270,334

95.0

TOYS'R 'US/CHUCK E.CHEESE

2017

2042

AMC THEATRES

2012

2037

AMC THEATERS

2012

2037

 

GARDENA (3)

2006

FEE

6.5

65,987

100.0

99 RANCH MARKET

2010

2020

RITE AID

2015

2035

 

 

 

 

GRANITE BAY (3)

2006

FEE

11.5

140,184

80.0

RALEY'S

2018

2033

 

 

 

 

 

 

 

GRASS VALLEY (3)

2006

FEE

30.0

217,461

93.0

RALEY'S

2018

 

JCPENNEY

2013

2033

SOUTH YUBA CLUB

2014

2019

 

HACIENDA HEIGHTS (3)

2006

FEE

12.1

135,012

87.0

ALBERTSONS

2016

2071

VIVO DANCE

2012

 

 

 

 

 

HAYWARD (3)

2006

FEE

7.2

80,911

90.0

99 CENTS ONLY STORES

2015

2025

BIG LOTS

2011

2021

 

 

 

 

HUNTINGTON BEACH (3)

2006

FEE

12.0

148,756

85.0

VONS

2016

2036

CVS

2015

2030

 

 

 

 

JACKSON

2008

JOINT VENTURE

9.2

67,665

100.0

RALEY'S

2024

2049

 

 

 

 

 

 

 

LA MIRADA

1998

FEE

31.2

261,782

94.0

TOYS R US

2012

2032

U.S. POSTAL SERVICE

2015

2020

MOVIES 7 DOLLAR THEATRE

2013

2018

 

LA VERNE (3)

2006

GROUND LEASE (2059)

20.1

227,575

98.0

TARGET

2015

2035

VONS

2010

2055

 

 

 

 

LAGUNA HILLS

2007

JOINT VENTURE

0.0

160,000

 

MACY’S

 2014

2050

 

 

 

 

 

 

 

LINCOLN (5)

2007

JOINT VENTURE

13.1

119,559

97.0

SAFEWAY

2026

2066

CVS

2027

2057

 

 

 

 

LIVERMORE (3)

2006

FEE

8.1

104,363

87.0

ROSS DRESS FOR LESS

2014

2024

RICHARD CRAFTS

2013

2018

BIG 5 SPORTING GOODS

2012

2022

 

LOS ANGELES (3)

2006

GROUND LEASE (2050)

14.6

165,195

89.0

RALPHS/FOOD 4 LESS

2012

2037

FACTORY 2-U

2011

2016

RITE AID

2015

2020

 

LOS ANGELES (3)

2006

GROUND LEASE (2070)

0.0

169,744

98.0

KMART

2012

2018

SUPERIOR MARKETS

2023

2038

CVS

2011

2016

 

MANTECA

2006

FEE

1.1

19,455

94.0

 

 

 

 

 

 

 

 

 

 

MANTECA (3)

2006

FEE

7.2

96,393

86.0

PAK 'N SAVE

2013

 

BIG 5 SPORTING GOODS

2018

 

 

 

 

 

MERCED

2006

FEE

1.6

27,350

72.0

 

 

 

 

 

 

 

 

 

 

MODESTO (3)

2006

FEE

17.9

214,402

54.0

RALEY'S

2014

2024

 

 

 

 

 

 

 

MONTEBELLO (4)

2000

JOINT VENTURE

25.4

251,489

97.0

SEARS

2012

2062

TOYS R US

2018

2043

AMC THEATRES

2012

2032

 

MORAGA (3)

2006

FEE

33.7

163,630

81.0

TJ MAXX

2011

2026

CVS

2010

2035

U.S. POSTAL SERVICE

2016

2031

 

MORGAN HILL (10)

2003

JOINT VENTURE

8.1

103,362

100.0

HOME DEPOT

2024

2054

 

 

 

 

 

 

 

NAPA

2006

GROUND LEASE (2075)

34.5

349,530

100.0

TARGET

2020

2040

HOME DEPOT

2018

2040

RALEY'S

2020

2045

 

NORTHRIDGE

2005

FEE

9.3

158,812

99.0

DSW SHOE WAREHOUSE

2016

2028

GELSON'S MARKET

2017

2027

 

 

 

 

NOVATO

2009

FEE

11.3

133,828

94.0

SAFEWAY

2025

2060

RITE AID

2013

2023

BIG LOTS

2010

2020

 

OCEANSIDE (3)

2006

FEE

42.7

366,775

82.0

ROSS DRESS FOR LESS

2014

 

BARNES & NOBLE

2013

2028

MICHAELS

2013

2033

 

OCEANSIDE (3)

2006

GROUND LEASE (2048)

9.5

92,378

88.0

TRADER JOE'S

2016

2026

LAMPS PLUS

2011

 

 

 

 

 

OCEANSIDE (3)

2006

FEE

10.2

88,363

58.0

SMART & FINAL

2024

2034

 

 

 

 

 

 

 

ORANGEVALE (3)

2007

JOINT VENTURE

17.3

160,811

90.0

SAVE MART

2024

2064

CVS

2022

2052

U.S. POSTAL SERVICE

2012

 

 

OXNARD (4)

1998

FEE

14.4

171,580

100.0

TARGET

2013

 

FOOD 4 LESS

2013

 

24 HOUR FITNESS

2010

2020

 

PACIFICA (6)

2004

JOINT VENTURE

13.6

168,871

96.0

SAFEWAY

2018

2038

ROSS DRESS FOR LESS

2015

2020

RITE AID

2021

 

 

PACIFICA (3)

2006

FEE

7.5

104,281

94.0

SAVE MART

2010

2032

RITE AID

2012

2042

 

 

 

 

PLEASANTON

2007

JOINT VENTURE

0.0

175,000

 

 

2012

2040

 

 

 

 

 

 

 

POWAY

2005

FEE

8.3

121,713

88.0

STEIN MART

2013

2028

HOME GOODS

2014

2034

OFFICE DEPOT

2013

2028

 

RANCHO CUCAMONGA (3)

2006

GROUND LEASE (2042)

17.1

286,846

67.0

FOOD 4 LESS

2014

2034

SPORTS CHALET

2011

2013

PETSMART  

2010

2029

 

RANCHO CUCAMONGA (3)

2006

FEE

5.2

56,019

91.0

CVS

2011

2026

 

 

 

 

 

 

 

RANCHO MIRAGE (3)

2006

FEE

16.9

165,156

84.0

VONS

2010

2039

CVS

2015

2030

 

 

 

 

RED BLUFF

2006

FEE

4.6

23,200

89.0

 

 

 

 

 

 

 

 

 

 

REDDING

2006

FEE

1.8

21,876

58.0

 

 

 

 

 

 

 

 

 

 

REDWOOD CITY

2009

FEE

6.4

49,429

100.0

ORCHARD SUPPLY HARDWARE

2019

2029

 

 

 

 

 

 

 

RIVERSIDE

2008

JOINT VENTURE

5.0

86,108

97.0

BURLINGTON COAT FACTORY

2014

2029

 

 

 

 

 

 

 

ROSEVILLE

2009

FEE

20.3

188,493

96.0

SPORTS AUTHORITY

2016

2031

ROSS DRESS FOR LESS

2013

2028

STAPLES

2013

2028

 

ROSEVILLE (5)

2007

JOINT VENTURE

9.0

81,171

100.0

SAFEWAY

2030

2060

 

 

 

 

 

 

 

SACRAMENTO (3)

2006

FEE

23.1

188,874

90.0

SEAFOOD CITY

2018

2033

SD MART

2018

2023

BIG 5 SPORTING GOODS

2012

2022

 

SAN DIEGO

2007

JOINT VENTURE

0.0

225,919

100.0

NORDSTROM

2017

2037

 

 

 

 

 

 

 

SAN DIEGO

2009

FEE

26.8

411,375

100.0

COSTCO

2014

2044

PRICE SELF STORAGE

2035

 

CHARLOTTE RUSSE

2011

 

 

SAN DIEGO

2009

FEE

5.9

35,000

79.0

CLAIM JUMPER

2013

2023

 

 

 

 

 

 

 

SAN DIEGO

2007

FEE

13.4

49,080

94.0

 

 

 

 

 

 

 

 

 

 

SAN DIEGO (4)

2000

FEE

11.2

117,410

100.0

ALBERTSONS

2012

 

SPORTS AUTHORITY

2013

 

 

 

 

 

SAN DIEGO (5)

2007

JOINT VENTURE

12.8

57,406

96.0

 

 

 

 

 

 

 

 

 

 

SAN DIEGO (5)

2007

JOINT VENTURE

5.9

59,414

94.0

 

 

 

 

 

 

 

 

 

 

SAN DIEGO (3)

2006

GROUND LEASE (2016)

16.4

210,621

68.0

TJ MAXX

2015

 

CVS

2013

2023

HENRY'S MARKETPLACE

2012

2022

 

SAN DIMAS (3)

2006

FEE

13.4

154,000

89.0

OFFICEMAX

2011

2026

ROSS DRESS FOR LESS

2013

2023

PETCO

2012

2027

 

SAN JOSE (3)

2006

FEE

16.8

183,180

89.0

WAL-MART

2011

2041

WALGREENS

2030

 

 

 

 

 

SAN LEANDRO (3)

2006

FEE

6.2

95,255

92.0

ROSS DRESS FOR LESS

2018

 

MICHAELS

2013

 

 

 

 

 

SAN LUIS OBISPO

2005

FEE

17.6

174,428

90.0

VON'S

2017

2042

MICHAELS

2013

2028

CVS

2017

2047

 

SAN RAMON (4)

1999

FEE

5.3

41,913

94.0

PETCO

2012

2022

 

 

 

 

 

 



22



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SANTA ANA

1998

FEE

12.0

134,400

100.0

HOME DEPOT

2015

2035

 

 

 

 

 

 

 

SANTA CLARITA (3)

2006

FEE

14.1

96,662

88.0

ALBERTSONS

2012

2042

 

 

 

 

 

 

 

SANTA ROSA

2005

FEE

3.6

41,565

94.0

ACE HARDWARE

2010

2019

 

 

 

 

 

 

 

SANTEE (10)

2003

JOINT VENTURE

44.5

311,498

98.0

24 HOUR FITNESS

2017

 

BED BATH & BEYOND

2013

2028

TJ MAXX

2012

2027

 

SIGNAL HILL

2009

FEE

15.0

154,750

96.0

HOME DEPOT

2014

2034

PETSMART

2014

2024

 

 

 

 

STOCKTON

1999

FEE

14.6

152,919

100.0

SUPER UNITED FURNITURE

2014

2019

GOLD'S GYM

2025

2035

COSTCO

2013

2033

 

TEMECULA

2009

FEE

47.4

345,113

100.0

WAL-MART

2028

2058

KOHL'S

2024

2044

ROSS DRESS FOR LESS

2014

2034

 

TEMECULA (4)

1999

FEE

40.0

342,336

91.0

KMART

2017

2032

FOOD 4 LESS

2010

2030

TRISTONE THEATRES

2013

2018

 

TEMECULA (3)

2006

FEE

17.9

139,130

87.0

ALBERTSONS

2015

2045

CVS

2016

2041

 

 

 

 

TORRANCE (4)

2000

JOINT VENTURE

26.8

267,677

99.0

SEARS

2011

2021

MARSHALLS

2014

2019

ROSS DRESS FOR LESS

2019

2000

 

TORRANCE (3)

2007

JOINT VENTURE

6.7

66,958

82.0

ACE HARDWARE

2013

2023

COOKIN' STUFF

2012

 

 

 

 

 

TRUCKEE

2006

FEE

3.2

26,553

88.0

 

 

 

 

 

 

 

 

 

 

TRUCKEE (5)

2007

GROUND LEASE (2016)/JOINT VENTURE

4.9

41,149

96.0

 

 

 

 

 

 

 

 

 

 

TURLOCK (3)

2006

FEE

10.1

111,558

92.0

RALEY'S

2018

2033

DECHINA 1 BUFFET, INC.

2014

2024

 

 

 

 

TUSTIN (10)

2003

JOINT VENTURE

9.1

108,413

100.0

KMART

2018

2048

 

 

 

 

 

 

 

TUSTIN (10)

2005

JOINT VENTURE

57.4

685,330

97.0

TARGET

2033

 

AMC THEATERS

2027

 

WHOLE FOODS MARKET

2027

 

 

TUSTIN (3)

2006

FEE

15.7

208,272

85.0

VONS

2021

2041

RITE AID

2014

2029

KRAGEN AUTO PARTS

2011

2016

 

TUSTIN (3)

2006

FEE

12.9

138,348

95.0

RALPHS

2024

2039

CVS

2022

2032

MICHAELS

2013

 

 

UPLAND (3)

2006

FEE

22.5

271,867

82.0

THE HOME DEPOT

2014

2029

PAVILIONS

2013

2043

STAPLES

2013

2028

 

VALENCIA (3)

2006

FEE

13.6

143,070

94.0

RALPHS

2023

2053

CVS

2013

2023

 

 

 

 

VALLEJO (3)

2006

FEE

14.2

150,766

93.0

RALEY'S

2017

2032

24 HOUR FITNESS

2013

 

AARON RENTS

2013

2023

 

VISALIA

2007

JOINT VENTURE

23.5

138,719

92.0

MARSHALLS

2010

 

BED BATH & BEYOND

2011

 

BORDERS BOOKS

2014

2029

 

VISALIA (3)

2006

FEE

4.2

42,460

71.0

CHUCK E. CHEESE

2013

 

 

 

 

 

 

 

 

VISTA (3)

2006

FEE

12.0

136,672

84.0

ALBERTSONS

2011

2041

CVS

2015

2025

 

 

 

 

WALNUT CREEK (3)

2006

FEE

3.2

114,733

91.0

CENTURY THEATRES

2023

2053

COST PLUS

2014

2024

 

 

 

 

WESTMINSTER (3)

2006

FEE

16.4

208,660

87.0

PAVILIONS

2017

2047

 

 

 

 

 

 

 

WINDSOR (3)

2006

FEE

9.8

107,769

95.0

RALEY'S

2012

2027

THE 24 HOUR CLUB

2018

 

 

 

 

 

WINDSOR (3)

2006

GROUND LEASE (2013)

13.1

126,187

84.0

SAFEWAY

2014

2054

CVS

2018

2048

 

 

 

COLORADO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AURORA

1998

FEE

13.8

154,055

82.0

ROSS DRESS FOR LESS

2017

2037

TJ MAXX

2018

2023

SPACE AGE FEDERAL

2016

2026

 

AURORA

1998

FEE

9.9

44,174

59.0

 

 

 

 

 

 

 

 

 

 

AURORA

1998

FEE

13.9

152,282

63.0

ALBERTSONS

2011

2051

DOLLAR TREE

2012

2027

KEY BANK

2012

2032

 

COLORADO SPRINGS

1998

FEE

10.7

107,310

75.0

RANCHO LIBORIO

2018

2043

 

 

 

 

 

 

 

DENVER

1998

FEE

1.5

18,405

100.0

SAVE-A-LOT

2012

2027

 

 

 

 

 

 

 

ENGLEWOOD

1998

FEE

6.5

80,330

90.0

HOBBY LOBBY

2013

2023

OLD COUNTRY BUFFET

2019

2024

 

 

 

 

FORT COLLINS

2000

FEE

11.6

115,862

100.0

KOHL'S

2020

2070

GUITAR CENTER

2017

2027

 

 

 

 

GREELEY (8)

2005

JOINT VENTURE

14.4

138,818

100.0

BED BATH & BEYOND

2016

2036

MICHAELS

2015

2035

SPROUTS FARMERS MARKET

2025

2045

 

GREENWOOD VILLAGE (10)

2003

JOINT VENTURE

21.0

196,726

100.0

HOME DEPOT

2019

2069

 

 

 

 

 

 

 

LAKEWOOD

1998

FEE

7.6

82,581

85.0

SAFEWAY

2012

2032

 

 

 

 

 

 

 

PUEBLO (10)

2006

JOINT VENTURE

3.3

30,809

0.0

 

 

 

 

 

 

 

 

 

CONNECTICUT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRANFORD (4)

2000

JOINT VENTURE

19.1

190,738

100.0

KOHL'S

2012

2022

SUPER FOODMART

2016

2038

 

 

 

 

DERBY

2005

JOINT VENTURE

20.7

141,258

100.0

LOWE'S HOME CENTER

2028

2068

 

 

 

 

 

 

 

ENFIELD (4)

2000

JOINT VENTURE

14.9

148,517

98.0

KOHL'S

2021

2041

BEST BUY

2016

2031

 

 

 

 

FARMINGTON

1998

FEE

16.9

184,572

95.0

SPORTS AUTHORITY

2018

2063

BORDERS BOOKS

2018

2063

TJ MAXX

2015

 

 

FARMINGTON

2005

JOINT VENTURE

5.7

24,300

100.0

CANTON FEED & SUPPLY

2021

2031

 

 

 

 

 

 

 

HAMDEN (10)

1967

JOINT VENTURE

31.7

345,196

90.0

WAL-MART

2019

2039

BON-TON

2012

 

BOB'S STORES

2016

2036

 

NORTH HAVEN

1998

FEE

31.7

331,919

94.0

HOME DEPOT

2014

2029

BJ'S

2011

2041

XPECT DISCOUNT

2013

 

 

WATERBURY

1993

FEE

13.1

141,443

100.0

RAYMOUR & FLANIGAN FURNITURE

2017

2037

STOP & SHOP

2013

2043

 

 

 



23



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DELAWARE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ELSMERE (12)

1979

GROUND LEASE (2076)

17.1

91,718

100.0

 

 

 

 

 

 

 

 

 

 

WILMINGTON (6)

2004

GROUND LEASE (2072)/ JOINT VENTURE

25.9

165,805

100.0

SHOPRITE

2014

2044

SPORTS AUTHORITY

2013

2023

RAYMOUR & FLANIGAN FURN.

2019

2044

FLORIDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALTAMONTE SPRINGS

1995

FEE

5.6

60,191

0.0

 

 

 

 

 

 

 

 

 

 

ALTAMONTE SPRINGS

1998

FEE

19.4

233,817

81.0

BAER'S FURNITURE

2014

 

DSW SHOE WAREHOUSE

2012

2032

MICHAELS

2012

2022

 

BOCA RATON

1967

FEE

9.9

73,549

90.0

WINN DIXIE

2013

2033

 

 

 

 

 

 

 

BONITA SPRINGS (5)

2006

JOINT VENTURE

0.5

79,676

89.0

PUBLIX

2022

2052

 

 

 

 

 

 

 

BOYNTON BEACH (4)

1999

FEE

18.0

194,924

99.0

BEALLS

2011

2056

ALBERTSONS

2015

2040

 

 

 

 

BRADENTON

1968

JOINT VENTURE

6.2

30,938

86.0

GRAND CHINA BUFFET

2010

2014

 

 

 

 

 

 

 

BRADENTON

1998

FEE

19.6

162,997

88.0

PUBLIX

2012

2032

TJ MAXX

2014

2019

JO-ANN FABRICS

2014

2024

 

BRADENTON

2005

JOINT VENTURE

1.8

18,000

100.0

BEALL'S OUTLET

2013

2033

 

 

 

 

 

 

 

BRANDON (4)

2001

FEE

29.7

143,785

96.0

BED BATH & BEYOND

2020

2030

ROSS DRESS FOR LESS

2015

2025

THOMASVILLE HOME

2010

2020

 

CAPE CORAL (5)

2006

JOINT VENTURE

12.5

125,108

96.0

PUBLIX

2022

2052

ROSS DRESS FOR LESS

2013

2033

STAPLES

2013

2033

 

CAPE CORAL (5)

2006

JOINT VENTURE

2.3

42,030

94.0

 

 

 

 

 

 

 

 

 

 

CLEARWATER

2005

FEE

20.7

212,341

89.0

HOME DEPOT

2023

2068

JO-ANN FABRICS

2014

2034

STAPLES

2014

2034

 

CORAL SPRINGS

1994

FEE

5.9

55,597

96.0

 

 

 

 

 

 

 

 

 

 

CORAL SPRINGS

1997

FEE

9.8

86,342

93.0

TJ MAXX

2012

2017

ANNA'S LINENS

2012

2027

PARTY SUPERMARKET

2011

2016

 

CORAL WAY (10)

1992

JOINT VENTURE

8.7

87,305

98.0

WINN DIXIE

2011

2036

STAPLES

2016

2031

 

 

 

 

CUTLER RIDGE (10)

1998

JOINT VENTURE

6.6

37,640

100.0

POTAMKIN CHEVROLET

2015

2050

 

 

 

 

 

 

 

DELRAY BEACH (5)

2006

JOINT VENTURE

0.0

50,906

100.0

PUBLIX

2025

2055

 

 

 

 

 

 

 

EAST ORLANDO

1971

GROUND LEASE (2068)

11.6

131,981

92.0

SPORTS AUTHORITY

2010

2020

OFFICE DEPOT

2010

2025

C-TOWN

2013

2028

 

FERN PARK

1968

FEE

12.0

131,646

38.0

ALDI

2019

2039

DEAL$

2014

2029

 

 

 

 

FORT LAUDERDALE

2009

FEE

22.9

229,034

97.0

REGAL CINEMAS

2017

2057

OFFICE DEPOT

2011

2026

JUST FOR SPORTS

2017

2023

 

FORT MYERS (5)

2006

JOINT VENTURE

7.4

74,286

79.0

PUBLIX

2023

2053

 

 

 

 

 

 

 

HIALEAH (10)

1998

JOINT VENTURE

2.4

23,625

100.0

POTAMKIN CHEVROLET

2015

2050

 

 

 

 

 

 

 

HOLLYWOOD

2009

FEE

98.9

871,723

99.4

HOME DEPOT

2019

2069

KMART

2019

2069

BJ'S

2019

2069

 

HOLLYWOOD

2009

FEE

10.5

141,097

92.3

AZOPHARMA

2014

2020

AZOPHARMA

2014

2020

C'EST PAPIER, INC.

2012

2017

 

HOLLYWOOD (10)

2002

JOINT VENTURE

5.0

49,543

100.0

MICHAELS

2010

2030

HOME GOODS

2010

2025

 

 

 

 

HOMESTEAD (10)

1972

GROUND LEASE (2093)/ JOINT VENTURE

21.0

209,214

98.0

PUBLIX

2014

2034

MARSHALLS

2011

2026

OFFICEMAX

2013

2028

 

JACKSONVILLE

1999

FEE

18.6

205,696

100.0

BURLINGTON COAT FACTORY

2013

2018

OFFICEMAX

2012

2032

TJ MAXX

2012

2017

 

JACKSONVILLE (10)

2002

JOINT VENTURE

5.1

51,002

100.0

MICHAELS

2013

2033

HOME GOODS

2010

2020

 

 

 

 

JACKSONVILLE (11)

2005

JOINT VENTURE

135.1

116,000

53.0

HHGREGG

2018

2033

 

 

 

 

 

 

 

JACKSONVILLE (5)

2006

JOINT VENTURE

9.3

72,840

92.0

PUBLIX

2023

2053

 

 

 

 

 

 

 

JENSEN BEACH

1994

FEE

20.7

173,319

78.0

SERVICE MERCHANDISE

2010

2070

MARSHALLS

2010

2020

DOLLAR TREE

2013

2028

 

JENSEN BEACH (7)

2006

JOINT VENTURE

19.8

205,534

82.0

HOME DEPOT

2025

2030

JO-ANN FABRICS

2020

2035

 

 

 

 

KEY LARGO (4)

2000

JOINT VENTURE

21.5

210,965

97.0

KMART

2014

2064

PUBLIX

2014

2029

BEALLS OUTLET

2011

 

 

KISSIMMEE

1996

FEE

18.4

130,983

83.0

WAL-MART

2031

2011

OFFICEMAX

2012

2027

DEAL$

2013

2028

 

LAKELAND

2001

FEE

22.9

229,383

79.0

STEIN MART

2011

2026

ROSS DRESS FOR LESS

2012

 

MARSHALLS

2021

2036

 

LAKELAND

2006

FEE

10.4

86,022

100.0

SPORTS AUTHORITY

2011

2026

LAKELAND SQUARE 10 THEATRE

2010

 

CHUCK E CHEESE

2016

2026

 

LARGO

1968

FEE

12.0

149,472

100.0

WAL-MART

2012

2027

ALDI

2018

2038

 

 

 

 

LARGO

1992

FEE

29.4

215,916

92.0

PUBLIX

2014

2029

AMC THEATRES

2013

2036

OFFICE DEPOT

2011

2021

 

LAUDERDALE LAKES

1968

JOINT VENTURE

10.0

108,240

98.0

SAVE-A-LOT

2012

2017

THINK THRIFT

2012

2017

 

 

 

 

LAUDERDALE LAKES

1968

FEE

10.0

7,101

100.0

 

 

 

 

 

 

 

 

 

 

LAUDERHILL

1974

FEE

17.8

181,416

98.0

BABIES R US

2014

 

STAPLES

2017

2037

BIG DEALS

2013

2018

 

LEESBURG

1969

GROUND LEASE (2017)

1.0

13,468

100.0

 

 

 

 

 

 

 

 

 

 

MARGATE

1993

FEE

34.1

264,729

80.0

WINN DIXIE

2030

2060

SAM ASH MUSIC

2011

 

OFFICE DEPOT

2010

2025

 

MELBOURNE

1968

GROUND LEASE (2071)

11.5

168,737

96.0

SUBMITTORDER CO

2010

2022

WALGREENS

2045

 

GOODWILL INDUSTRIES

2012

 

 

MELBOURNE

1998

FEE

13.2

144,399

97.0

JO-ANN FABRICS

2016

2031

BED BATH & BEYOND

2013

2028

MARSHALLS

2010

 

 

MERRITT ISLAND (5)

2006

JOINT VENTURE

0.0

60,103

91.0

PUBLIX

2023

2053

 

 

 

 

 

 

 

MIAMI

1968

FEE

8.2

104,908

89.0

HOME DEPOT

2029

2059

 

 

 

 

 

 

 

MIAMI

1986

FEE

7.8

83,380

100.0

PUBLIX

2014

2029

WALGREENS

2018

 

 

 

 

 

MIAMI

2007

FEE

33.4

349,873

89.0

PUBLIX

2011

2031

OFFICE DEPOT

2010

2015

MICHAELS

2010

2015

 

MIAMI

1995

FEE

5.4

63,604

89.0

PETCO

2016

2021

PARTY CITY

2012

2017

 

 

 

 

MIAMI

2009

FEE

31.2

402,801

95.0

KMART

2012

2042

EL DORADO FURNITURE

2017

2032

SYMS

2011

2041

 

MIAMI (10)

1998

JOINT VENTURE

8.7

86,900

100.0

POTAMKIN CHEVROLET

2015

2050

 

 

 

 

 

 

 

MIAMI (10)

1998

JOINT VENTURE

2.9

29,166

100.0

LEHMAN TOYOTA

2015

2050

 

 

 

 

 

 

 

MIAMI (10)

1998

JOINT VENTURE

1.7

17,117

100.0

LEHMAN TOYOTA

2015

2050

 

 

 

 

 

 



24



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MIAMI (10)

1962

JOINT VENTURE

14.0

79,273

92.0

BABIES R US

2011

2021

FIRESTONE TIRE

2011

 

 

 

 

 

MIAMI (5)

2007

JOINT VENTURE

7.5

60,280

95.0

PUBLIX

2027

2062

 

 

 

 

 

 

 

MIAMI (5)

2006

JOINT VENTURE

0.0

63,595

96.0

PUBLIX

2023

2053

 

 

 

 

 

 

 

MIDDLEBURG

2005

JOINT VENTURE

50.0

50,000

92.0

DOLLAR TREE

2013

2028

 

 

 

 

 

 

 

MIRAMAR (11)

2005

JOINT VENTURE

7.6

156,000

0.0

 

 

 

 

 

 

 

 

 

 

MOUNT DORA

1997

FEE

12.4

120,430

99.0

KMART

2013

2063

 

 

 

 

 

 

 

NORTH LAUDERDALE (3)

2007

JOINT VENTURE

28.9

250,209

97.0

HOME DEPOT

2019

2049

CHANCELLOR ACADEMY

2011

2016

PUBLIX

2011

2031

 

NORTH MIAMI BEACH

1985

FEE

15.9

108,795

100.0

PUBLIX

2019

2039

WALGREENS

2058

 

 

 

 

 

OCALA

1997

FEE

27.2

260,419

93.0

KMART

2011

2021

BEST BUY

2019

2034

SERVICE MERCHANDISE

2012

2032

 

ORANGE PARK (10)

2003

GROUND LEASE (2035)/JOINT VENTURE

5.0

50,299

100.0

BED BATH & BEYOND

2015

2025

MICHAELS

2010

2030

 

 

 

 

ORLANDO

1968

JOINT VENTURE

10.0

113,262

59.0

HSN

2014

2019

SAVE-A-LOT

2019

2034

PARTY CITY

2012

2017

 

ORLANDO (12)

2009

GROUND LEASE (2011)

7.8

176,548

68.0

24 HOUR FITNESS

2023

2038

TJ MAXX

2018

2038

 

 

 

 

ORLANDO

1994

FEE

28.0

236,486

72.0

OLD TIME POTTERY

2010

2020

SPORTS AUTHORITY

2011

2031

 

 

 

 

ORLANDO

1996

FEE

11.7

132,856

100.0

ROSS DRESS FOR LESS

2013

2028

BIG LOTS

2014

 

ALDI

2018

2038

 

ORLANDO

2009

FEE

14.0

154,356

87.0

MARSHALLS

2013

2028

OFF BROADWAY SHOES

2013

2023

GOLFSMITH GOLF CENTER

2014

2024

 

ORLANDO (4)

2000

JOINT VENTURE

18.0

179,065

98.0

KMART

2014

2064

PUBLIX

2012

2037

 

 

 

 

OVIEDO (5)

2006

JOINT VENTURE

7.8

78,093

95.0

PUBLIX

2020

2050

 

 

 

 

 

 

 

PLANTATION (10)

1974

JOINT VENTURE

4.6

60,414

95.0

WHOLE FOODS MARKET

2014

2019

WHOLE FOODS MARKET

2014

2019

 

 

 

 

POMPANO BEACH

1968

JOINT VENTURE

12.6

66,613

96.0

SAVE-A-LOT

2015

2030

 

 

 

 

 

 

 

POMPANO BEACH (10)

2007

JOINT VENTURE

10.3

103,173

100.0

KMART

2012

2017

 

 

 

 

 

 

 

POMPANO BEACH (8)

2004

JOINT VENTURE

18.6

140,312

89.0

WINN DIXIE

2018

2043

CVS

2020

2040

 

 

 

 

RIVIERA BEACH

1968

JOINT VENTURE

5.1

46,390

92.0

FURNITURE KINGDOM

2010

2014

GOODWILL INDUSTRIES

2013

 

 

 

 

 

SANFORD

1989

FEE

40.9

162,865

70.0

ROSS DRESS FOR LESS

2012

2032

DOLLAR TREE

2011

2021

 

 

 

 

SARASOTA

1970

FEE

10.0

102,455

100.0

TJ MAXX

2012

2017

OFFICEMAX

2014

2024

DOLLAR TREE

2012

2032

 

SARASOTA

1989

FEE

12.0

129,700

93.0

SWEETBAY

2020

2040

ACE HARDWARE

2013

2023

AARON'S

2015

2021

 

SARASOTA (5)

2006

JOINT VENTURE

0.0

65,320

80.0

PUBLIX

2063

 

 

 

 

 

 

 

 

ST. AUGUSTINE (10)

2005

JOINT VENTURE

1.5

62,000

91.0

HOBBY LOBBY

2019

2032

 

 

 

 

 

 

 

ST. PETERSBURG

1968

GROUND LEASE (2059)/ JOINT VENTURE

9.0

119,474

100.0

KASH N' KARRY

2017

2037

TJ MAXX

2012

2014

YOU FIT

2018

2028

 

TALLAHASSEE

1998

FEE

12.8

105,655

75.0

STEIN MART

2018

2033

 

 

 

 

 

 

 

TAMPA

1997

FEE

23.9

205,634

99.0

AMERICAN SIGNATURE

2019

2044

STAPLES

2013

2018

ROSS DRESS FOR LESS

2012

2022

 

TAMPA

2004

FEE

22.4

197,181

96.0

LOWE'S HOME CENTER

2026

2066

 

 

 

 

 

 

 

TAMPA (4)

2001

FEE

73.0

340,460

96.0

BEST BUY

2016

2031

JO-ANN FABRICS

2016

2031

BED BATH & BEYOND

2015

2030

 

TAMPA (8)

2007

JOINT VENTURE

10.0

100,200

84.0

PUBLIX

2011

2026

 

 

 

 

 

 

 

WEST PALM BEACH

1995

FEE

7.9

79,904

81.0

BABIES R US

2011

2021

 

 

 

 

 

 

 

WEST PALM BEACH

2009

FEE

33.0

357,537

85.0

KMART

2018

2068

WINN DIXIE

2019

2049

ROSS DRESS FOR LESS

2014

2029

 

WEST PALM BEACH (10)

1967

JOINT VENTURE

7.6

81,073

92.0

WINN DIXIE

2010

2030

 

 

 

 

 

 

 

WINTER HAVEN (10)

1973

JOINT VENTURE

13.9

95,188

100.0

BIG LOTS

2015

2020

JO-ANN FABRICS

2011

2016

BUDDY'S HOME FURNISHINGS

2015

2025

 

YULEE

2003

JOINT VENTURE

11.9

59,000

 

 

 

 

 

 

 

 

 

 

GEORGIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALPHARETTA

2008

JOINT VENTURE

15.4

130,515

94.0

KROGER

2020

2050

 

 

 

 

 

 

 

ATLANTA

2008

JOINT VENTURE

31.0

354,214

88.0

DAYS INN

2014

2034

KROGER

2021

2056

GOODYEAR TIRE

2010

2030

 

ATLANTA (8)

2007

JOINT VENTURE

10.1

175,835

100.0

MARSHALLS

2014

2034

BEST BUY

2014

2029

OFF BROADWAY SHOE

2013

2019

 

AUGUSTA

1995

FEE

11.3

112,537

97.0

TJ MAXX

2015

2020

ROSS DRESS FOR LESS

2013

2033

RUGGED WEARHOUSE

2013

2018

 

AUGUSTA (4)

2001

JOINT VENTURE

52.6

532,536

87.0

HOBBY LOBBY

2019

2029

SPORTS AUTHORITY

2012

2027

HHGREGG

2017

2027

 

DULUTH (5)

2006

JOINT VENTURE

7.8

78,025

100.0

WHOLE FOODS MARKET

2027

2057

 

 

 

 

 

 

 

SAVANNAH

1993

FEE

22.2

187,076

92.0

BED BATH & BEYOND

2013

2028

TJ MAXX

2010

2015

MARSHALLS

2013

2022

 

SAVANNAH

1995

GROUND LEASE (2045)

8.5

84,628

92.0

PUBLIX

2028

2063

STAPLES

2015

2030

AUTOZONE

2019

2034

 

SAVANNAH

2008

JOINT VENTURE

18.0

197,957

95.0

H.H.GREGG

2019

2034

ROSS DRESS FOR LESS

2016

2036

COST PLUS

2016

2031

 

SNELLVILLE (4)

2001

FEE

35.6

311,033

93.0

KOHL'S

2022

2062

BELK

2015

2035

HHGREGG

2019

2034

 

VALDOSTA (10)

2004

JOINT VENTURE

17.5

175,396

100.0

LOWE'S HOME CENTER

2019

2069

 

 

 

 

 

 

HAWAII

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KIHEI

2006

FEE

4.6

17,897

83.0

 

 

 

 

 

 

 

 

 

ILLINOIS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AURORA

1998

FEE

17.9

91,182

100.0

CERMAK PRODUCE AURORA

2022

2042

 

 

 

 

 

 

 

AURORA (5)

2005

JOINT VENTURE

34.7

361,991

71.0

BEST BUY

2011

2026

GOLFSMITH

2016

2031

MONKEY JOE'S

2019

2029

 

BATAVIA (4) (12)

2002

FEE

31.7

272,410

92.0

KOHL'S

2019

2049

HOBBY LOBBY

2014

2019

BUY BUY BABY

2020

2040

 

BELLEVILLE

1998

FEE

9.7

98,860

83.0

KMART

2024

2054

 

 

 

 

 

 

 

BLOOMINGTON

1972

FEE

16.1

188,250

99.0

SCHNUCK MARKETS

2014

2029

TOYS R US

2015

2045

BARNES & NOBLE

2015

 



25



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BLOOMINGTON (10)

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

1997

FEE

17.0

159,647

97.0

MARSHALLS

2014

2029

BEST BUY

2012

2032

BED BATH & BEYOND

2014

2024

 

CHAMPAIGN

1998

FEE

9.0

111,985

100.0

HOBBY LOBBY

2017

2027

CARLE CLINIC

2013

2028

 

 

 

 

CHAMPAIGN (4)

2001

FEE

9.3

111,720

100.0

BEST BUY

2016

2031

DICK'S SPORTING GOODS

2016

2031

MICHAELS

2010

2025

 

CHICAGO

1997

GROUND LEASE (2040)

17.5

102,011

100.0

BURLINGTON COAT FACTORY

2020

2035

RAINBOW SHOPS

2015

2020

BEAUTY ONE

2015

 

 

CHICAGO

1997

FEE

6.0

86,894

100.0

KMART

2024

2054

 

 

 

 

 

 

 

COUNTRYSIDE

1997

FEE

27.7

3,500

100.0

 

 

 

 

 

 

 

 

 

 

CRESTWOOD

1997

GROUND LEASE (2051)

36.8

79,903

100.0

SEARS

2024

2051

 

 

 

 

 

 

 

CRYSTAL LAKE

1998

FEE

6.1

80,624

100.0

HOBBY LOBBY

2019

2024

MONKEY JOE'S

2019

2029

 

 

 

 

DOWNERS GROVE

1998

GROUND LEASE (2041)

5.0

100,000

100.0

HOME DEPOT EXPO

2022

2062

 

 

 

 

 

 

 

DOWNERS GROVE

1999

FEE

24.8

145,153

93.0

MICHAEL'S FRESH MARKET

2025

2045

DOLLAR TREE

2013

2023

WALGREENS

2022

 

 

DOWNERS GROVE

1997

FEE

12.0

141,906

100.0

TJ MAXX

2014

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

2020

2030

AARON SALES

2012

2022

 

FAIRVIEW HEIGHTS

1998

GROUND LEASE (2050)

19.1

192,073

100.0

KMART

2024

2054

OFFICEMAX

2015

2025

WALGREENS

2015

2029

 

FOREST PARK

1997

GROUND LEASE (2021)

9.3

98,371

100.0

KMART

2021

 

 

 

 

 

 

 

 

GENEVA

1996

FEE

8.2

104,688

100.0

GANDER MOUNTAIN

2013

2028

 

 

 

 

 

 

 

KILDEER (5)

2006

JOINT VENTURE

23.3

167,477

79.0

BED BATH & BEYOND

2012

2032

OLD NAVY

2011

2016

COST PLUS

2012

2027

 

LAKE ZURICH

2005

JOINT VENTURE

0.9

9,151

45.0

 

 

 

 

 

 

 

 

 

 

MATTESON

1997

FEE

17.0

157,885

81.0

SPORTS AUTHORITY

2014

2029

MARSHALLS

2015

2025

BORDERS BOOKS

2024

2039

 

MOUNT PROSPECT

1997

FEE

16.8

192,547

85.0

KOHL'S

2024

2054

HOBBY LOBBY

2016

2026

 

 

 

 

MUNDELIEN

1998

FEE

7.6

89,692

100.0

BURLINGTON COAT FACTORY

2018

2033

 

 

 

 

 

 

 

NAPERVILLE

1997

FEE

9.0

102,327

100.0

BURLINGTON COAT FACTORY

2015

2033

 

 

 

 

 

 

 

NORRIDGE

1997

GROUND LEASE (2047)

11.7

116,914

100.0

KMART

2012

2047

 

 

 

 

 

 

 

OAK LAWN

1997

FEE

15.4

183,893

100.0

KMART

2024

2054

CHUCK E CHEESE

2016

2026

 

 

 

 

OAKBROOK TERRACE

2001

GROUND LEASE (2049)

15.6

176,263

100.0

HOME DEPOT

2024

2044

LOYOLA UNIV. MEDICAL CNTR

2011

2016

POMPEI BAKERY

2011

2021

 

ORLAND PARK

1997

FEE

18.8

15,535

13.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

1970

FEE

9.0

60,000

0.0

 

 

 

 

 

 

 

 

 

 

PEORIA

1997

GROUND LEASE (2055)

20.5

156,067

100.0

KMART

2014

2021

MARSHALLS

2011

 

 

 

 

 

ROCKFORD

2008

JOINT VENTURE

8.9

89,047

61.0

BEST BUY

2016

2031

 

 

 

 

 

 

 

ROLLING MEADOWS

2003

FEE

0.0

37,225

100.0

FAIR LANES ROLLING MEADOWS

2013

 

 

 

 

 

 

 

 

ROUND LAKE BEACH

2005

JOINT VENTURE

5.0

27,950

100.0

OFFICE DEPOT

2018

2043

 

 

 

 

 

 

 

SCHAUMBURG (10)

1998

JOINT VENTURE

7.3

91,770

0.0

 

 

 

 

 

 

 

 

 

 

SCHAUMBURG (10)

2003

JOINT VENTURE

62.8

628,623

97.0

GALYAN'S TRADING COMPANY

2013

2038

CARSON PIRIE SCOTT

2021

2071

LOEWS THEATRES

2019

2039

 

SKOKIE

1997

FEE

5.8

58,455

100.0

MARSHALLS

2010

2025

OLD NAVY

2010

2015

 

 

 

 

STREAMWOOD

1998

FEE

5.6

81,000

100.0

 

 

 

 

 

 

 

 

 

 

WAUKEGAN

2005

JOINT VENTURE

2.9

5,883

100.0

 

 

 

 

 

 

 

 

 

 

WOODRIDGE

1998

FEE

13.1

172,363

84.0

WOODGROVE THEATERS, INC

2017

2032

KOHL'S

2015

2030

SHOE CARNIVAL

2014

2019

INDIANA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EVANSVILLE

1986

FEE

14.2

192,377

84.0

BURLINGTON COAT FACTORY

2015

2030

OFFICEMAX

2012

2027

FAMOUS FOOTWEAR

2012

2025

 

GREENWOOD

1970

FEE

25.7

168,577

84.0

BABY SUPERSTORE

2011

2021

TOYS R US

2016

2056

TJ MAXX

2015

 

 

GRIFFITH

1997

FEE

10.6

114,684

100.0

KMART

2024

2054

 

 

 

 

 

 

 

INDIANAPOLIS (10)

1963

JOINT VENTURE

17.4

165,255

96.0

KROGER

2026

2066

AJ WRIGHT

2012

2027

CVS

2021

2031

 

LAFAYETTE

1971

FEE

12.4

90,500

92.0

KROGER

2026

2056

 

 

 

 

 

 

 

LAFAYETTE

1997

FEE

24.3

238,288

71.0

HOME DEPOT

2026

2056

JO-ANN FABRICS

2020

2030

 

 

 

 

MERRILLVILLE

2005

JOINT VENTURE

3.0

19,074

0.0

 

 

 

 

 

 

 

 

 

 

MISHAWAKA

1998

FEE

7.5

80,981

100.0

HHGREGG

2018

2038

BED BATH & BEYOND

2019

2034

 

 

 

 

SOUTH BEND

1998

FEE

1.8

81,668

100.0

MENARD

2013

2033

 

 

 

 

 

 

 

SOUTH BEND (10)

2003

JOINT VENTURE

27.2

271,335

86.0

BED BATH & BEYOND

2016

2040

TJ MAXX

2016

 

DSW SHOE WAREHOUSE

2020

2035

IOWA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CLIVE

1996

FEE

8.8

90,000

100.0

KMART

2021

2051

 

 

 

 

 

 

 

COUNCIL BLUFFS

2006

JOINT VENTURE

79.0

155,366

98.0

HOBBY LOBBY

2023

2038

BED BATH & BEYOND

2019

2039

PETSMART

2019

2044

 

DAVENPORT

1997

GROUND LEASE (2028)

9.1

91,035

100.0

KMART

2024

2054

 

 

 

 

 

 

 

DES MOINES

1999

FEE

23.0

149,059

82.0

BEST BUY

2013

2022

OFFICEMAX

2013

2018

PETSMART

2017

2042

 

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



26



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KANSAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EAST WICHITA (4)

1996

FEE

6.5

96,011

100.0

DICK'S SPORTING GOODS

2018

2033

GORDMANS

2012

2032

 

 

 

 

OVERLAND PARK

2006

FEE

14.5

120,164

97.0

HOME DEPOT

2015

2050

 

 

 

 

 

 

 

WICHITA (4)

1998

FEE

13.5

133,771

100.0

BEST BUY

2015

2025

TJ MAXX

2015

2020

MICHAELS

2010

2025

KENTUCKY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BELLEVUE

1976

FEE

6.0

53,695

100.0

KROGER

2010

2035

 

 

 

 

 

 

 

FLORENCE (6)

2004

FEE

8.2

99,578

67.0

DICK'S SPORTING GOODS

2023

2038

 

 

 

 

 

 

 

HINKLEVILLE

1994

GROUND LEASE (2039)

2.0

85,229

0.0

 

 

 

 

 

 

 

 

 

 

LEXINGTON

1993

FEE

33.8

234,943

91.0

BEST BUY

2014

2024

BED BATH & BEYOND

2013

2038

TOYS R US

2013

2038

LOUISIANA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BATON ROUGE

1997

FEE

18.6

349,907

93.0

BURLINGTON COAT FACTORY

2014

2034

STEIN MART

2011

2016

K&G MEN'S COMPANY

2017

2032

 

BATON ROUGE (10)

2005

FEE

9.4

67,755

86.0

WAL-MART

2024

2034

 

 

 

 

 

 

 

HARVEY

2008

JOINT VENTURE

14.9

174,354

77.0

BEST BUY

2017

2032

BARNES & NOBLE

2012

2022

COST PLUS

2013

2028

 

HOUMA

1999

FEE

10.1

98,586

100.0

OLD NAVY

2011

2014

BURKE'S OUTLET STORE

2019

2029

MICHAELS

2014

2019

 

LAFAYETTE

1997

FEE

21.9

244,768

91.0

STEIN MART

2010

2020

HOME FURNITURE COMPANY

2014

2019

TJ MAXX

2014

2019

MAINE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BANGOR

2001

FEE

8.6

86,422

100.0

BURLINGTON COAT FACTORY

2012

2032

 

 

 

 

 

 

 

S. PORTLAND

2008

JOINT VENTURE

12.5

98,401

82.0

DSW SHOE WAREHOUSE

2012

2027

DOLLAR TREE

2015

2025

GUITAR CENTER

2016

2026

MARYLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALTIMORE (5)

2005

JOINT VENTURE

5.8

58,879

100.0

CORT FURNITURE RENTAL

2012

2022

 

 

 

 

 

 

 

BALTIMORE (6) (12)

2004

JOINT VENTURE

7.6

79,497

96.0

GIANT FOOD

2016

2031

 

 

 

 

 

 

 

BALTIMORE (7)

2005

JOINT VENTURE

10.7

90,830

98.0

GIANT FOOD

2011

2036

 

 

 

 

 

 

 

BALTIMORE (8)

2004

JOINT VENTURE

7.5

90,903

98.0

GIANT FOOD

2026

2051

 

 

 

 

 

 

 

BALTIMORE (9)

2007

JOINT VENTURE

18.4

152,834

97.0

KMART

2010

2055

SALVO AUTO PARTS

2014

2019

 

 

 

 

BALTIMORE (9)

2007

JOINT VENTURE

10.6

112,722

100.0

SAFEWAY

2016

2046

RITE AID

2011

2026

DOLLAR TREE

2013

2028

 

BALTIMORE (9)

2007

JOINT VENTURE

7.3

77,287

100.0

SUPER FRESH

2021

2061

 

 

 

 

 

 

 

BEL AIR (8)

2004

FEE

19.7

129,927

97.0

SAFEWAY

2030

2060

CVS

2021

2041

DOLLAR TREE

2019

2029

 

CLARKSVILLE (9)

2007

JOINT VENTURE

15.2

105,907

100.0

GIANT FOOD

2017

2027

 

 

 

 

 

 

 

CLINTON

2003

GROUND LEASE (2069)

2.6

2,544

100.0

 

 

 

 

 

 

 

 

 

 

CLINTON

2003

GROUND LEASE (2069)

2.6

26,412

0.0

 

 

 

 

 

 

 

 

 

 

COLUMBIA

2002

FEE

7.3

32,075

57.0

 

 

 

 

 

 

 

 

 

 

COLUMBIA

2002

FEE

2.5

23,835

64.0

DAVID'S NATURAL MARKET

2014

2019

 

 

 

 

 

 

 

COLUMBIA (10)

2002

JOINT VENTURE

5.0

50,000

100.0

MICHAELS

2013

2033

HOME GOODS

2011

2021

 

 

 

 

COLUMBIA (5)

2006

JOINT VENTURE

7.3

73,299

86.0

OLD NAVY

2013

 

 

 

 

 

 

 

 

COLUMBIA (5)

2006

JOINT VENTURE

12.3

91,165

100.0

SAFEWAY

2018

2043

 

 

 

 

 

 

 

COLUMBIA (5)

2006

JOINT VENTURE

16.4

100,803

99.0

GIANT FOOD

2012

2022

 

 

 

 

 

 

 

COLUMBIA (8)

2005

JOINT VENTURE

1.5

6,780

100.0

 

 

 

 

 

 

 

 

 

 

COLUMBIA (9)

2007

JOINT VENTURE

12.2

98,399

100.0

HARRIS TEETER

2028

2058

 

 

 

 

 

 

 

EASTON (6)

2004

JOINT VENTURE

11.1

113,330

96.0

GIANT FOOD

2024

2054

FASHION BUG

2012

 

 

 

 

 

ELLICOTT CITY (5)

2006

JOINT VENTURE

15.5

86,456

98.0

GIANT FOOD

2014

2019

 

 

 

 

 

 

 

ELLICOTT CITY (6)

2004

JOINT VENTURE

31.8

143,548

95.0

SAFEWAY

2012

2042

PETCO

2011

2021

 

 

 

 

ELLICOTT CITY (3)

2007

JOINT VENTURE

42.5

433,467

93.0

TARGET

2016

2046

KOHL'S

2018

2038

SAFEWAY

2016

2046

 

FREDRICK COUNTY

2003

FEE

8.4

86,968

95.0

GIANT FOOD

2026

2056

 

 

 

 

 

 

 

GAITHERSBURG

1999

FEE

8.7

88,277

93.0

GREAT BEGINNINGS FURNITURE

2011

2021

FURNITURE 4 LESS

2010

 

 

 

 

 

GAITHERSBURG (3)

2007

JOINT VENTURE

6.6

71,329

94.0

RUGGED WEARHOUSE

2013

2018

HANCOCK FABRICS

2011

2016

OLD COUNTRY BUFFET

2011

2021

 

GLEN BURNIE (8)

2004

JOINT VENTURE

21.9

265,116

100.0

LOWE'S HOME CENTER

2019

2059

GIANT FOOD

2015

2025

 

 

 

 

HAGERSTOWN

1973

FEE

10.5

121,985

80.0

SUPER SHOE

2011

2016

ALDI

2016

2031

EQUIPPED FOR LIFE

2012

2017

 

HUNT VALLEY

2008

FEE

9.1

94,653

94.0

GIANT FOOD

2013

2033

 

 

 

 

 

 

 

LAUREL

1964

FEE

8.1

75,924

97.0

VILLAGE THRIFT STORE

2010

 

DOLLAR TREE

2015

 

OLD COUNTRY BUFFET

2014

2019

 

LAUREL

1972

FEE

10.0

81,550

100.0

ROOMSTORE

2014

 

 

 

 

 

 

 

 

LINTHICUM

2003

FEE

0.0

1,926

100.0

 

 

 

 

 

 

 

 

 

 

NORTH EAST (9)

2007

JOINT VENTURE

17.5

80,190

94.0

FOOD LION

2018

2038

 

 

 

 

 

 

 

OWINGS MILLS

2005

JOINT VENTURE

4.4

14,564

100.0

RITE AID

2027

2067

 

 

 

 

 

 

 

OWINGS MILLS (8)

2004

JOINT VENTURE

11.0

116,303

97.0

GIANT FOOD

2020

2045

MERRITT ATHLETIC CLUB

2010

2015

 

 

 

 

PASADENA (10)

2003

FEE/GROUND LEASE (2030)

2.7

38,727

90.0

 

 

 

 

 

 

 

 

 

 

PERRY HALL

2003

FEE

15.7

174,975

80.0

BRUNSWICK (LEISERV)BOWLING

2010

 

RITE AID

2010

2035

ACE HARDWARE

2016

2031

 

PERRY HALL (6)

2004

JOINT VENTURE

8.2

65,059

100.0

SUPER FRESH

2022

2062

 

 

 

 

 

 

 

TIMONIUM

2003

GROUND LEASE (2089)

17.2

201,380

90.0

GIANT FOOD

2029

2089

STAPLES

2020

2045

 

 

 

 

TIMONIUM (9)

2007

JOINT VENTURE

6.0

59,799

81.0

AMERICAN RADIOLOGY

2012

2027

 

 

 

 

 

 



27



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOWSON (6)

2004

JOINT VENTURE

9.1

88,405

49.0

CVS

2016

2046

 

 

 

 

 

 

 

TOWSON (8) (12)

2004

JOINT VENTURE

43.1

678,326

98.0

WAL-MART

2020

2005

TARGET

2014

2049

SUPER FRESH

2019

2049

 

WALDORF

2003

FEE

0.0

26,128

100.0

FAIR LANES WALDORF

2017

 

 

 

 

 

 

 

 

WALDORF

2003

FEE

0.0

4,500

100.0

 

 

 

 

 

 

 

 

 

MASSACHUSETTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GREAT BARRINGTON

1994

FEE

14.1

131,235

93.0

KMART

2011

2016

PRICE CHOPPER

2016

2036

 

 

 

 

HYANNIS (6)

2004

JOINT VENTURE

23.1

231,378

95.0

SHAW'S SUPERMARKET

2018

2028

TOYS R US

2019

2029

HOME GOODS

2010

2020

 

MARLBOROUGH (10)

2004

JOINT VENTURE

16.1

104,125

100.0

BEST BUY

2019

2034

DSW SHOE WAREHOUSE

2014

2034

BORDERS BOOKS

2019

2034

 

PITTSFIELD (6)

2004

FEE

13.0

72,014

100.0

STOP & SHOP

2014

2044

 

 

 

 

 

 

 

QUINCY (8)

2005

JOINT VENTURE

8.0

80,510

100.0

HANNAFORD

2014

2034

BROOKS PHARMACY

2017

2047

 

 

 

 

SHREWSBURY

2000

FEE

12.2

108,418

100.0

BOB'S STORES

2018

2033

BED BATH & BEYOND

2012

2032

STAPLES

2011

2021

 

STURBRIDGE (5)

2006

JOINT VENTURE

23.1

231,197

87.0

STOP & SHOP

2019

2049

MARSHALLS

2011

2026

STAPLES

2016

2031

MICHIGAN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CANTON TWP.

2005

JOINT VENTURE

3.0

36,601

100.0

BORDERS BOOKS

2023

2048

PETCO

2017

2032

 

 

 

 

CLARKSTON

1996

FEE

20.0

148,973

85.0

FARMER JACK

2015

2045

OFFICE DEPOT

2016

2031

CVS

2010

2020

 

CLAWSON

1993

FEE

13.5

130,424

90.0

STAPLES

2014

2024

ALDI

2028

2043

RITE AID

2026

2046

 

CLINTON TWP.

2005

JOINT VENTURE

2.9

19,042

100.0

GOLFSMITH

2018

2033

 

 

 

 

 

 

 

DEARBORN HEIGHTS

2005

JOINT VENTURE

2.2

4,500

100.0

 

 

 

 

 

 

 

 

 

 

FARMINGTON

1993

FEE

2.8

96,915

91.0

OFFICE DEPOT

2016

2031

ACE HARDWARE

2017

2027

FITNESS 19

2015

2025

 

KALAMAZOO (10)

2002

JOINT VENTURE

60.0

279,343

92.0

HOBBY LOBBY

2013

2023

MARSHALLS

2010

2030

DSW SHOE WAREHOUSE

2020

2035

 

LIVONIA

1968

FEE

4.5

33,121

100.0

CVS

2033

2083

 

 

 

 

 

 

 

MUSKEGON

1985

FEE

12.2

79,215

100.0

 

 

 

 

 

 

 

 

 

 

NOVI (10)

2003

JOINT VENTURE

6.0

60,000

100.0

MICHAELS

2016

2036

HOME GOODS

2011

2026

 

 

 

 

OKEMOS

2005

JOINT VENTURE

2.4

22,257

100.0

DOLLAR TREE

2017

2032

 

 

 

 

 

 

 

TAYLOR

1993

FEE

13.0

141,549

100.0

KOHL'S

2022

2042

BABIES R US

2017

2043

PARTY AMERICA

2014

2019

 

TROY (8)

2005

JOINT VENTURE

24.0

223,050

98.0

WAL-MART

2021

2051

MARSHALLS

2012

2027

 

 

 

 

WALKER

1993

FEE

41.8

387,210

97.0

RUBLOFF DEVELOPMENT

2016

2051

KOHL'S

2017

2037

LOEKS THEATRES

2012

2042

MINNESOTA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARBOR LAKES

2006

FEE

44.4

474,062

89.0

LOWE'S HOME CENTER

2025

2075

DICK'S SPORTING GOODS

2017

2037

MARSHALLS

2016

2036

 

EDEN PRAIRIE

2005

JOINT VENTURE

3.0

18,411

65.0

DOLLAR TREE

2012

2027

 

 

 

 

 

 

 

MAPLE GROVE (4)

2001

FEE

63.0

466,477

97.0

BYERLY'S

2020

2035

BEST BUY

2015

2030

JO-ANN FABRICS

2020

2030

 

MINNETONKA (4)

1998

FEE

12.1

120,231

98.0

TOYS R US

2016

2031

GOLFSMITH GOLF CENTER

2013

2018

OFFICEMAX

2011

 

 

ROSEVILLE

2005

JOINT VENTURE

1.9

28,148

100.0

GOLFSMITH

2017

2032

 

 

 

 

 

 

 

ST. PAUL

2005

JOINT VENTURE

1.8

17,752

100.0

O'REILLY AUTOMOTIVE, INC.

2032

2047

 

 

 

 

 

 

MISSOURI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRIDGETON

1997

GROUND LEASE (2010)

27.3

101,592

100.0

KOHL'S

2020

2030

 

 

 

 

 

 

 

CRYSTAL CITY

1997

GROUND LEASE (2032)

10.1

100,724

100.0

KMART

2024

2032

 

 

 

 

 

 

 

ELLISVILLE

1970

FEE

18.4

118,080

91.0

SHOP N SAVE

2017

2032

 

 

 

 

 

 

 

INDEPENDENCE

1998

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

96.0

ASHLEY FURNITURE

2019

2029

HASTINGS BOOKS

2014

 

OFFICEMAX

2010

2025

 

JOPLIN (4)

1998

FEE

9.5

80,524

100.0

SHOPKO

2018

2038

 

 

 

 

 

 

 

KANSAS CITY

1997

FEE

17.8

150,381

100.0

HOME DEPOT

2015

2050

THE LEATHER COLLECTION

2013

2019

 

 

 

 

KIRKWOOD

1990

GROUND LEASE (2069)

19.8

251,524

100.0

HOBBY LOBBY

2014

2024

HEMISPHERES

2014

2024

SPORTS AUTHORITY

2014

2029

 

LEMAY

1974

FEE

9.8

79,747

100.0

SHOP N SAVE

2020

2065

DOLLAR GENERAL

2014

 

 

 

 

 

MANCHESTER (4)

1998

FEE

9.6

89,305

100.0

KOHL'S

2018

2038

 

 

 

 

 

 

 

SPRINGFIELD

1994

FEE

41.5

282,619

96.0

BEST BUY

2011

2026

JCPENNEY

2015

2020

TJ MAXX

2011

2021

 

SPRINGFIELD

2002

FEE

8.5

84,916

100.0

BED BATH & BEYOND

2013

2028

MARSHALLS

2012

2027

BORDERS BOOKS

2023

2038

 

SPRINGFIELD

1998

GROUND LEASE (2087)

18.5

203,384

100.0

KMART

2024

2054

OFFICE DEPOT

2020

2030

PACE-BATTLEFIELD, LLC

2017

2047

 

ST. CHARLES

1998

FEE

36.9

8,000

100.0

 

 

 

 

 

 

 

 

 

 

ST. CHARLES

1998

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

93.0

SHOP N SAVE

2017

2082

 

 

 

 

 

 

 

ST. LOUIS

1998

FEE

17.5

176,273

95.0

BURLINGTON COAT FACTORY

2014

2024

BIG LOTS

2015

2030

OFFICE DEPOT

2010

2019

 

ST. LOUIS

1997

GROUND LEASE (2025)

19.7

151,540

89.0

HOME DEPOT

2026

2056

OFFICE DEPOT

2015

2025

 

 

 

 

ST. LOUIS

1997

GROUND LEASE (2035)

37.7

172,165

100.0

KMART

2024

2035

K&G MEN'S COMPANY

2017

2027

 

 

 

 

ST. LOUIS

1997

GROUND LEASE (2040)

16.3

128,765

100.0

KMART

2024

2040

 

 

 

 

 

 

 

ST. PETERS

1997

GROUND LEASE (2094)

14.8

175,121

95.0

HOBBY LOBBY

2014

2024

SPORTS AUTHORITY

2014

2029

OFFICE DEPOT

2019

 



28



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MISSISSIPPI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HATTIESBURG

2004

JOINT VENTURE

69.2

293,848

98.0

ASHLEY FURNITURE HOMESTORE

2016

2026

ROSS DRESS FOR LESS

2016

2041

BED BATH & BEYOND

2016

2041

 

JACKSON (10)

2002

JOINT VENTURE

5.0

50,000

100.0

MICHAELS

2014

2034

MARSHALLS

2014

2024

 

 

 

NEBRASKA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OMAHA

2005

JOINT VENTURE

72.8

179,000

82.0

MARSHALLS

2016

2036

BIG LOTS

2019

2044

OFFICEMAX

2017

2032

NEVADA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CARSON CITY (3)

2006

FEE

9.4

114,258

90.0

RALEY'S

2012

2027

 

 

 

 

 

 

 

ELKO (3)

2006

FEE

31.3

170,756

92.0

RALEY'S

2017

2032

BUILDERS MART

2011

2016

CINEMA 4 THEATRES

2012

 

 

HENDERSON

1999

JOINT VENTURE

32.1

166,499

76.0

COLLEEN'S CLASSIC CONSIGNMENT

2013

2023

BIG LOTS

2016

2036

SAVERS

2016

2036

 

HENDERSON (3)

2006

FEE

10.5

130,773

73.0

ALBERTSONS

2014

2039

 

 

 

 

 

 

 

LAS VEGAS (3)

2006

FEE

7.0

77,650

95.0

ALBERTSONS

2021

2046

 

 

 

 

 

 

 

LAS VEGAS (3)

2007

JOINT VENTURE

34.8

361,486

94.0

WAL-MART

2012

2037

COLLEENS CLASSICS

2010

 

24 HOUR FITNESS

2012

2022

 

LAS VEGAS (3)

2006

FEE

9.4

111,245

45.0

DOLLAR TREE

2011

2016

CYCLE GEAR

2015

2020

 

 

 

 

LAS VEGAS (3)

2006

FEE

21.1

228,279

94.0

UA THEATRES

2017

2037

OFFICEMAX

2012

2032

BARNES & NOBLE

2012

2027

 

LAS VEGAS (3)

2006

FEE

16.4

169,160

83.0

FOOD 4 LESS

2011

2036

HOLLYWOOD VIDEO

2011

2016

 

 

 

 

LAS VEGAS (3)

2007

JOINT VENTURE

34.5

333,234

73.0

VONS

2011

2041

TJ MAXX

2015

2020

FITNESS FOR 10

2020

2025

 

LAS VEGAS (3)

2007

JOINT VENTURE

16.1

160,842

40.0

OFFICEMAX

2011

2021

DOLLAR DISCOUNT CENTER

2015

2025

 

 

 

 

RENO

2006

FEE

2.7

31,317

81.0

 

 

 

 

 

 

 

 

 

 

RENO

2006

FEE

3.1

36,627

59.0

 

 

 

 

 

 

 

 

 

 

RENO (5)

2007

JOINT VENTURE

15.5

120,004

95.0

RALEY'S

2022

2037

SHELL OIL

2012

2022

 

 

 

 

RENO (5)

2007

JOINT VENTURE

13.2

104,319

92.0

RALEY'S

2030

2060

 

 

 

 

 

 

 

RENO (5)

2007

JOINT VENTURE

14.5

146,501

98.0

BED BATH & BEYOND

2015

2030

WILD OATS MARKETS

2023

2038

BORDERS BOOKS

2014

2034

 

RENO (3)

2006

FEE

12.3

113,376

87.0

SCOLARI'S WAREHOUSE MARKET

2021

 

 

 

 

 

 

 

 

SPARKS

2007

FEE

10.3

119,601

95.0

SAFEWAY

2028

2058

CVS

2054

 

 

 

 

 

SPARKS (5)

2007

JOINT VENTURE

10.3

113,743

92.0

RALEY'S

2023

2038

 

 

 

 

 

 

NEW HAMPSHIRE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MILFORD

2008

JOINT VENTURE

17.3

148,802

92.0

SHAW'S SUPERMARKET

2022

2052

RITE AID

2014

2029

 

 

 

 

NASHUA (6)

2004

JOINT VENTURE

18.2

182,116

97.0

DSW SHOE WAREHOUSE

2011

2031

BED BATH & BEYOND

2012

2032

MICHAELS

2012

2027

 

NEW LONDON

2005

FEE

9.5

106,470

100.0

HANNAFORD BROS.

2025

2050

FIRST COLONIAL

2028

 

MACKENNA'S

2012

2017

 

SALEM

1994

FEE

39.8

344,069

100.0

KOHL'S

2013

 

SHAW'S SUPERMARKET

2018

2038

BOB'S STORES

2011

2021

NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BAYONNE

2004

FEE

0.6

23,901

100.0

DOLLAR TREE

2014

 

 

 

 

 

 

 

 

BRICKTOWN

2005

JOINT VENTURE

5.9

56,680

100.0

WAWA

2019

2049

 

 

 

 

 

 

 

BRIDGEWATER

1998

FEE

0.0

136,570

100.0

COSTCO

2019

2049

 

 

 

 

 

 

 

BRIDGEWATER

2005

JOINT VENTURE

11.4

21,555

100.0

CREME DE LA CREME

2029

2049

 

 

 

 

 

 

 

BRIDGEWATER (4)

2001

FEE

16.6

241,997

100.0

BED BATH & BEYOND

2015

2030

MARSHALLS

2015

2025

BABIES R US

2015

2040

 

CHERRY HILL

1985

JOINT VENTURE

18.6

124,750

89.0

STOP & SHOP

2016

2036

RETROFITNESS

2013

2027

 

 

 

 

CHERRY HILL

1996

GROUND LEASE (2035)

15.2

131,537

100.0

KOHL'S

2016

2036

PLANET FITNESS

2017

2027

 

 

 

 

CHERRY HILL (9)

2007

JOINT VENTURE

48.0

209,185

100.0

KOHL'S

2018

2068

SPORTS AUTHORITY

2019

2034

BABIES R US

2013

2033

 

CINNAMINSON

1996

FEE

13.7

123,388

100.0

VF OUTLET

2011

 

HIBACHI GRILL

2020

2030

ACME MARKETS

2047

 

 

DELRAN (4)

2000

JOINT VENTURE

10.5

77,583

100.0

PETSMART

2016

2026

OFFICE DEPOT

2016

2026

SLEEPY'S

2012

2022

 

DELRAN (4) (12)

2005

JOINT VENTURE

9.5

37,679

80.0

DOLLAR TREE

2019

2029

 

 

 

 

 

 

 

DEPTFORD (10)

2008

JOINT VENTURE

10.6

44,930

66.0

GENERAL CINEMA

2010

 

 

 

 

 

 

 

 

EAST WINDSOR

2008

FEE

34.8

249,029

98.0

TARGET

2027

2067

GENUARDI'S

2026

2056

TJ MAXX

2011

2026

 

EDGEWATER (3)

2007

JOINT VENTURE

45.7

423,315

100.0

TARGET

2022

2042

PATHMARK

2016

2041

TJ MAXX

2012

2022

 

HILLSBOROUGH

2005

JOINT VENTURE

5.0

55,552

100.0

KMART

2012

2047

 

 

 

 

 

 

 

HOLMDEL

2007

FEE

48.6

305,678

82.0

A&P

2013

2043

MARSHALLS

2013

2028

LA FITNESS

2021

2036

 

HOLMDEL

2007

FEE

38.8

234,557

100.0

HOLMDEL FARMERS MARKET

2041

 

BEST BUY

2018

2033

MICHAELS

2013

2033

 

HOWELL

2005

JOINT VENTURE

3.9

30,000

100.0

BEST BUY

2019

2039

 

 

 

 

 

 

 

KENVIL

2005

JOINT VENTURE

5.2

44,583

100.0

RYAN AUTOMOTIVE

2026

2086

 

 

 

 

 

 

 

LINDEN

2002

FEE

0.9

13,340

100.0

STRAUSS DISCOUNT AUTO

2023

2033

 

 

 

 

 

 

 

LITTLE FERRY (10)

2008

FEE

14.5

145,222

47.0

HAR SUPERMARKETS

2014

 

 

 

 

 

 

 

 

MOORESTOWN

2009

GROUND LEASE (2066)

22.7

201,351

100.0

LOWE'S HOME CENTER

2026

2066

SPORTS AUTHORITY

2013

2033

BALLY TOTAL FITNESS

2012

2022

 

NORTH BRUNSWICK

1994

FEE

38.1

425,362

100.0

WAL-MART

2018

2058

BURLINGTON COAT FACTORY

2012

 

MARSHALLS

2012

2027

 

PISCATAWAY

1998

FEE

9.6

97,348

97.0

SHOPRITE

2014

2024

 

 

 

 

 

 

 

RIDGEWOOD

1994

FEE

2.7

24,280

100.0

WHOLE FOODS MARKET

2015

2030

 

 

 

 

 

 



29



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SEA GIRT

2005

JOINT VENTURE

3.9

20,485

100.0

STAPLES

2017

2037

 

 

 

 

 

 

 

UNION

2007

JOINT VENTURE

3.5

95,225

100.0

WHOLE FOODS MARKET

2028

2058

BEST BUY

2024

2039

 

 

 

 

WAYNE

2009

FEE

19.2

331,528

100.0

COSTCO

2014

2044

LACKLAND STORAGE

2012

2032

SPORTS AUTHORITY

2012

2032

 

WESTMONT (12)

1994

FEE

17.4

173,259

77.0

SUPER FRESH

2017

2081

SUPER FITNESS

2019

 

JO-ANN FABRICS

2012

 

NEW MEXICO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALBUQUERQUE

1998

FEE

4.7

37,442

100.0

PETSMART

2017

2037

 

 

 

 

 

 

 

ALBUQUERQUE

1998

FEE

26.0

183,736

88.0

MOVIES WEST

2011

2021

ROSS DRESS FOR LESS

2011

2021

VALLEY FURNITURE

2017

 

 

ALBUQUERQUE

1998

FEE

4.8

59,722

87.0

PAGE ONE

2014

 

WALGREENS

2027

 

 

 

 

 

LAS CRUCES (10)

2006

JOINT VENTURE

3.9

30,625

0.0

 

 

 

 

 

 

 

 

 

NEW YORK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMHERST (10)

1988

JOINT VENTURE

7.5

101,066

100.0

TOPS SUPERMARKET

2013

2033

 

 

 

 

 

 

 

BAYSHORE

2006

FEE

15.9

176,622

98.0

BEST BUY

2016

2031

TOYS R US

2013

2043

OFFICE DEPOT

2011

2026

 

BELLMORE

2004

FEE

1.4

24,802

100.0

RITE AID

2014

 

 

 

 

 

 

 

 

BRIDGEHAMPTON

1973

FEE

30.2

287,587

94.0

KMART

2019

2039

KING KULLEN

2015

2035

TJ MAXX

2012

2017

 

BRONX

2005

FEE

0.1

3,720

100.0

 

 

 

 

 

 

 

 

 

 

BRONX (10)

1998

JOINT VENTURE

19.5

232,309

92.0

NATIONAL AMUSEMENTS

2011

2036

161 CONCOURSE HOLDINGS

2011

2046

UNITED STATES OF AMERICA

2011

 

 

BROOKLYN

2003

FEE

0.2

7,500

100.0

 

 

 

 

 

 

 

 

 

 

BROOKLYN

2003

FEE

0.4

10,000

100.0

RITE AID

2019

 

 

 

 

 

 

 

 

BROOKLYN

2004

FEE

0.2

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

2005

FEE

0.2

5,200

100.0

 

 

 

 

 

 

 

 

 

 

BROOKLYN (4)

2000

JOINT VENTURE

5.1

80,708

100.0

HOME DEPOT

2022

2051

WALGREENS

2030

 

 

 

 

 

BUFFALO (10)

1988

JOINT VENTURE

9.2

141,332

94.0

TOPS SUPERMARKET

2012

2037

PETSMART

2017

2032

FASHION BUG

2010

2025

 

CENTEREACH

2006

FEE

10.5

105,851

100.0

PATHMARK

2020

2050

ACE HARDWARE

2017

2027

 

 

 

 

CENTEREACH (10)

1993

JOINT VENTURE

40.7

379,937

99.0

WAL-MART

2015

2044

BIG LOTS

2011

2021

MODELL'S

2019

2029

 

CENTRAL ISLIP

2004

GROUND LEASE (2101)

4.3

54,955

100.0

 

 

 

 

 

 

 

 

 

 

COMMACK

1998

GROUND LEASE (2085)

35.7

265,409

82.0

KING KULLEN

2017

2047

SPORTS AUTHORITY

2017

2037

BABIES R US

2023

2043

 

COMMACK

2007

FEE

2.5

24,617

100.0

DEAL$

2018

2028

 

 

 

 

 

 

 

COPIAGUE (4)

1998

FEE

15.4

163,999

100.0

HOME DEPOT

2011

2056

BALLY TOTAL FITNESS

2013

2018

 

 

 

 

ELMONT

2004

FEE

1.8

27,078

100.0

DUANE READE

2014

 

 

 

 

 

 

 

 

ELMONT (10)

2005

JOINT VENTURE

1.3

12,900

100.0

CVS

2033

2040

 

 

 

 

 

 

 

FARMINGDALE (5)

2006

JOINT VENTURE

56.5

415,469

98.0

HOME DEPOT

2030

2075

DAVE & BUSTER'S

2010

2025

PETSMART

2018

2028

 

FLUSHING

2007

FEE

0.0

22,416

100.0

FRUIT VALLEY PRODUCE

2019

 

 

 

 

 

 

 

 

FRANKLIN SQUARE

2004

FEE

1.4

17,864

14.0

 

 

 

 

 

 

 

 

 

 

FREEPORT (4)

2000

JOINT VENTURE

9.6

173,031

97.0

STOP & SHOP

2025

 

TOYS R US

2020

2040

MARSHALLS

2011

2016

 

GLEN COVE (4)

2000

JOINT VENTURE

3.0

49,059

99.0

STAPLES

2014

2029

ANNIE SEZ

2011

2026

 

 

 

 

HAMPTON BAYS

1989

FEE

8.2

70,990

100.0

MACY'S

2015

2025

PETCO

2019

2029

 

 

 

 

HARRIMAN (5)

2007

JOINT VENTURE

52.9

227,939

86.0

KOHL'S

2023

2003

STAPLES

2013

2028

MICHAELS

2012

2027

 

HEMPSTEAD (4)

2000

JOINT VENTURE

1.4

13,905

100.0

WALGREENS

2059

 

 

 

 

 

 

 

 

HICKSVILLE

2004

FEE

2.5

35,581

100.0

DUANE READE

2014

 

DOLLAR TREE

2018

2028

 

 

 

 

HOLTSVILLE

2007

FEE

0.8

1,595

100.0

 

 

 

 

 

 

 

 

 

 

HUNTINGTON

2007

FEE

0.9

9,900

100.0

 

 

 

 

 

 

 

 

 

 

JAMAICA

2005

FEE

0.3

5,770

100.0

 

 

 

 

 

 

 

 

 

 

JERICHO

2007

FEE

6.4

63,998

100.0

WHOLE FOODS MARKET

2025

2040

 

 

 

 

 

 

 

JERICHO

2007

FEE

5.7

57,013

97.0

W.R. GRACE

2014

2019

 

 

 

 

 

 

 

JERICHO

2007

GROUND LEASE (2045)

0.0

2,085

100.0

 

 

 

 

 

 

 

 

 

 

JERICHO

2007

FEE

2.5

105,851

100.0

MILLERIDGE INN

2022

2042

 

 

 

 

 

 

 

LATHAM (4)

1999

JOINT VENTURE

89.4

616,130

98.0

SAM'S CLUB

2013

2043

WAL-MART

2013

2043

HOME DEPOT

2031

2071

 

LAURELTON

2005

FEE

0.2

7,435

100.0

 

 

 

 

 

 

 

 

 

 

LEVITTOWN (10)

2006

JOINT VENTURE

3.8

47,199

36.0

DSW SHOE WAREHOUSE

2021

2036

 

 

 

 

 

 

 

LITTLE NECK

2003

FEE

3.5

48,275

100.0

 

 

 

 

 

 

 

 

 

 

MANHASSET

1999

FEE

9.6

188,608

78.0

FILENE'S

2011

 

KING KULLEN

2024

2052

MICHAELS

2014

2029

 

MASPETH

2004

FEE

1.1

22,500

100.0

DUANE READE

2014

 

 

 

 

 

 

 

 

MERRICK (4)

2000

FEE

7.8

108,236

98.0

WALDBAUMS

2013

2041

HOME GOODS

2019

2034

ANNIE SEZ

2011

2021

 

MIDDLETOWN (4)

2000

FEE

10.1

80,000

56.0

BEST BUY

2016

2031

 

 

 

 

 

 

 

MINEOLA

2007

FEE

2.7

26,780

79.0

FRESHWAY MARKET

2024

2034

 

 

 

 

 

 

 

MUNSEY PARK (4)

2000

JOINT VENTURE

6.0

72,748

100.0

BED BATH & BEYOND

2012

2022

WHOLE FOODS MARKET

2011

2021

 

 

 

 

NESCONSET

2009

FEE

5.9

55,970

48.0

BOB'S DISCOUNT FURNITURE

2020

2030

 

 

 

 

 

 



30



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NORTH MASSAPEQUA

2004

GROUND LEASE (2033)

2.0

29,610

100.0

DUANE READE

2014

 

 

 

 

 

 

 

 

OCEANSIDE

2003

FEE

0.3

1,856

0.0

 

 

 

 

 

 

 

 

 

 

PLAINVIEW

1969

GROUND LEASE (2070)

7.0

88,422

100.0

FAIRWAY STORES

2017

2037

 

 

 

 

 

 

 

POUGHKEEPSIE

1972

FEE

20.0

167,668

95.0

STOP & SHOP

2020

2049

BIG LOTS

2012

2017

 

 

 

 

QUEENS VILLAGE

2005

FEE

0.5

14,649

100.0

STRAUSS DISCOUNT AUTO

2015

2025

 

 

 

 

 

 

 

ROCHESTER

1988

FEE

18.6

185,153

70.0

TOPS SUPERMARKET

2014

2024

 

 

 

 

 

 

 

STATEN ISLAND

1989

FEE

16.7

212,325

96.0

KMART

2011

 

PATHMARK

2011

2021

 

 

 

 

STATEN ISLAND

1997

GROUND LEASE (2072)  

7.0

101,337

95.0

KING KULLEN

2011

2031

 

 

 

 

 

 

 

STATEN ISLAND

2006

FEE

23.9

348,643

92.0

KMART

2012

2017

PATHMARK

2012

2017

TOYS R US

2015

 

 

STATEN ISLAND

2005

FEE

5.5

47,270

100.0

STAPLES

2013

2018

 

 

 

 

 

 

 

STATEN ISLAND

2005

JOINT VENTURE

2.3

-

0.0

 

 

 

 

 

 

 

 

 

 

STATEN ISLAND (4)

2000

JOINT VENTURE

14.4

190,131

77.0

TJ MAXX

2015

2025

MICHAELS

2011

2031

CVS

2033

2053

 

SYOSSET

1967

FEE

2.5

32,124

100.0

NEW YORK SPORTS CLUB

2016

2021

 

 

 

 

 

 

 

WHITE PLAINS

2004

FEE

2.5

24,577

90.0

DUANE READE

2014

 

 

 

 

 

 

 

 

YONKERS

1995

FEE

4.1

43,560

100.0

SHOPRITE

2013

2028

 

 

 

 

 

 

 

YONKERS

2005

FEE

0.9

10,329

100.0

STRAUSS DISCOUNT AUTO

2015

2025

 

 

 

 

 

 

NORTH CAROLINA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CARY

2000

FEE

10.6

86,015

100.0

BED BATH & BEYOND

2021

2036

DICK'S SPORTING GOODS

2014

2029

 

 

 

 

CARY

1998

FEE

10.9

102,787

77.0

LOWES FOOD

2017

2037

 

 

 

 

 

 

 

CARY (4)

2001

JOINT VENTURE

40.3

315,797

99.0

BJ'S

2020

2040

KOHL'S

2022

2101

PETSMART

2016

2036

 

CHARLOTTE

1968

FEE

13.5

110,300

55.0

TJ MAXX

2012

2017

CVS

2015

2035

 

 

 

 

CHARLOTTE

1993

FEE

14.0

139,269

77.0

SUPER GLOBAL MART

2030

2040

RUGGED WEARHOUSE

2013

2018

 

 

 

 

CHARLOTTE

1986

GROUND LEASE (2048)

18.5

233,812

65.0

ROSS DRESS FOR LESS

2015

2035

K&G MEN'S COMPANY

2013

2018

SPORTS & FITNESS

2020

2030

 

DURHAM

1996

FEE

13.1

116,186

84.0

TJ MAXX

2019

2029

JO-ANN FABRICS

2015

2020

 

 

 

 

DURHAM (4)

2002

FEE

39.5

408,292

98.0

WAL-MART

2015

2035

BEST BUY

2011

2026

BUY BUY BABY

2020

2040

 

FRANKLIN (10)

1998

JOINT VENTURE

2.6

26,326

100.0

BILL HOLT FORD

2016

2041

 

 

 

 

 

 

 

KNIGHTDALE

2005

JOINT VENTURE

50.3

186,058

99.0

ROSS DRESS FOR LESS

2017

2037

BED BATH & BEYOND

2017

2037

MICHAELS

2016

2036

 

MOORESVILLE

2007

FEE

29.3

165,798

96.0

BEST BUY

2018

2038

BED BATH & BEYOND

2018

2038

STAPLES

2022

2037

 

MORRISVILLE

2008

JOINT VENTURE

24.2

166,474

94.0

CARMIKE CINEMAS

2017

2027

FOOD LION

2019

2039

STEIN MART

2017

2037

 

PINEVILLE (8)

2003

JOINT VENTURE

39.1

269,710

95.0

KMART

2017

2067

STEIN MART

2012

 

TJ MAXX

2013

2018

 

RALEIGH

1993

FEE

35.9

362,945

89.0

GOLFSMITH GOLF & TENNIS

2017

2027

BED BATH & BEYOND

2016

2036

ROSS DRESS FOR LESS

2016

2036

 

RALEIGH

2006

JOINT VENTURE

1.0

9,800

86.0

 

 

 

 

 

 

 

 

 

 

RALEIGH

2003

JOINT VENTURE

7.4

95,503

90.0

FOOD LION

2023

2043

ACE HARDWARE

2022

2037

 

 

 

 

WINSTON-SALEM

1969

FEE

13.2

132,190

87.0

HARRIS TEETER

2016

2041

DOLLAR TREE

2011

2016

 

 

 

OHIO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AKRON

1975

FEE

6.9

75,866

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

2014

 

 

BARBERTON

1972

FEE

10.0

101,688

96.0

GIANT EAGLE

2027

2052

 

 

 

 

 

 

 

BEAVERCREEK

1986

FEE

18.2

100,307

76.0

KROGER

2018

2048

DOLLAR GENERAL

2010

 

 

 

 

 

BRUNSWICK

1975

FEE

20.0

171,223

96.0

KMART

2015

2050

MARC'S

2017

2027

 

 

 

 

CAMBRIDGE

1997

FEE

13.1

78,065

88.0

TRACTOR SUPPLY CO.

2015

2020

 

 

 

 

 

 

 

CANTON

1972

FEE

19.6

172,419

83.0

BURLINGTON COAT FACTORY

2018

2043

TJ MAXX

2012

2017

HOMETOWN BUFFET

2010

2020

 

CENTERVILLE

1988

FEE

15.2

125,058

100.0

BED BATH & BEYOND

2017

2032

THE TILE SHOP

2014

2024

HOME 2 HOME

2013

2018

 

CINCINNATI

1988

FEE

11.6

223,731

99.0

LOWE'S HOME CENTER

2022

2052

BIG LOTS

2014

2019

AJ WRIGHT

2014

2034

 

CINCINNATI

1988

GROUND LEASE (2054)  

8.8

121,242

100.0

 

 

 

 

 

 

 

 

 

 

CINCINNATI

1988

FEE

29.2

308,277

100.0

 

 

 

 

 

 

 

 

 

 

CINCINNATI

2000

FEE

8.8

88,317

100.0

HOBBY LOBBY

2011

2021

URBAN ACTIVE FITNESS

2017

2027

 

 

 

 

CINCINNATI

1999

FEE

16.7

89,742

92.0

BIGGS FOODS

2016

2031

 

 

 

 

 

 

 

CINCINNATI

2005

JOINT VENTURE

2.4

16,000

100.0

HIGHLAND KENNEDY DEVELOPMENT

2017

2067

 

 

 

 

 

 

 

CINCINNATI

2005

JOINT VENTURE

2.4

10,900

100.0

EDDIE MERLOT'S

2018

2038

 

 

 

 

 

 

 

CINCINNATI (4)

2000

JOINT VENTURE

36.7

409,960

98.0

WAL-MART

2028

2103

HOBBY LOBBY

2015

2025

DICK'S SPORTING GOODS

2016

2031

 

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

99.0

KOHL'S

2011

2031

STAPLES

2011

2020

 

 

 

 

COLUMBUS

1988

FEE

17.9

129,008

100.0

KOHL'S

2011

2031

GRANT/RIVERSIDE

2011

 

 

 

 

 

COLUMBUS

1988

FEE

12.4

135,650

76.0

KOHL'S

2011

2031

 

 

 

 

 

 



31



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COLUMBUS (4)

2002

FEE

36.5

269,201

98.0

LOWE'S HOME CENTER

2016

2046

KROGER

2022

2042

 

 

 

 

COLUMBUS (4)

1998

FEE

12.1

112,862

94.0

BORDERS BOOKS

2018

2038

PIER 1 IMPORTS

2012

2017

PATEL BROS. INDIAN GROCERS

2019

 

 

DAYTON

1969

FEE

22.8

163,131

80.0

BEST BUY

2012

2032

BIG LOTS

2013

2018

JO-ANN FABRICS

2012

 

 

DAYTON

1984

FEE

32.1

213,853

85.0

VICTORIA'S SECRET

2019

2029

KROGER

2012

2038

CARDINAL FITNESS

2017

2027

 

DAYTON

1988

FEE

11.2

116,374

88.0

 

 

 

 

 

 

 

 

 

 

HUBER HEIGHTS (4)

1999

FEE

40.0

318,468

90.0

ELDER BEERMAN

2014

2044

KOHL'S

2015

2035

MARSHALLS

2014

2024

 

KENT

1995

FEE

17.6

106,500

97.0

TOPS SUPERMARKET

2026

2096

 

 

 

 

 

 

 

MENTOR

1987

FEE

20.6

103,910

97.0

GABRIEL BROTHERS

2013

2028

BIG LOTS

2014

2034

 

 

 

 

MENTOR

1988

FEE

25.0

235,577

94.0

GIANT EAGLE

2019

2029

BURLINGTON COAT FACTORY

2014

2024

JO-ANN FABRICS

2014

2019

 

MIAMISBURG

1999

FEE

0.6

6,000

57.0

 

 

 

 

 

 

 

 

 

 

MIDDLEBURG HEIGHTS

1988

FEE

8.2

104,342

100.0

 

 

 

 

 

 

 

 

 

 

NORTH OLMSTEAD

1988

FEE

11.7

99,862

100.0

TOPS SUPERMARKET

2026

2096

 

 

 

 

 

 

 

SHARONVILLE (10)

1977

GROUND LEASE (2076)/JOINT VENTURE

15.0

121,105

100.0

GABRIEL BROTHERS

2012

2032

KROGER

2013

2028

UNITED ART AND EDUCATION

2016

2026

 

SPRINGDALE (4)

2000

JOINT VENTURE

22.0

252,110

74.0

WAL-MART

2015

2045

HHGREGG

2012

2017

GUITAR CENTER

2019

2029

 

TROTWOOD

1988

FEE

16.9

141,616

100.0

 

 

 

 

 

 

 

 

 

 

UPPER ARLINGTON

1969

FEE

13.3

160,702

75.0

TJ MAXX

2011

2021

HONG KONG BUFFET

2011

2016

CVS

2019

2039

 

WESTERVILLE

1993

FEE

25.4

222,077

80.0

KOHL'S

2016

2036

MARC'S

2015

2025

OFFICEMAX

2014

2024

 

WICKLIFFE

1995

FEE

10.0

128,180

89.0

GABRIEL BROTHERS

2013

2028

BIG LOTS

2013

 

DOLLAR TREE

2014

2019

 

WILLOUGHBY HILLS

1988

FEE

14.1

157,424

98.0

VF OUTLET

2012

2022

MARCS DRUGS

2012

2017

 

 

 

OKLAHOMA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OKLAHOMA CITY

1997

FEE

9.8

103,027

100.0

ACADEMY SPORTS & OUTDOORS

2014

2024

 

 

 

 

 

 

 

OKLAHOMA CITY

1998

FEE

19.8

233,797

96.0

HOME DEPOT

2014

2044

GORDMANS

2013

2033

BEST BUY

2013

2023

OREGON

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALBANY (10)

2006

JOINT VENTURE

3.8

22,700

100.0

GROCERY OUTLET

2016

2030

 

 

 

 

 

 

 

ALBANY (3)

2006

FEE

13.3

109,891

78.0

RITE AID

2013

2053

DOLLAR TREE

2013

2023

AARON'S SALES & LEASING

2019

2024

 

CANBY

2009

FEE

9.1

115,701

90.0

SAFEWAY

2023

2083

RITE AID

2014

2044

CANBY ACE HARDWARE

2015

2030

 

CLACKAMAS (3)

2007

JOINT VENTURE

23.7

236,672

98.0

SPORTS AUTHORITY

2014

2034

NORDSTROM RACK

2013

2018

OLD NAVY

2010

 

 

GRESHAM

2009

FEE

19.8

208,276

97.0

WILD OATS MARKETS

2020

2033

OFFICE DEPOT

2012

2017

BIG LOTS

2012

2017

 

GRESHAM

2009

FEE

0.7

107,583

44.0

CASCADE ATHLETIC CLUB

2013

2018

 

 

 

 

 

 

 

GRESHAM (3)

2006

FEE

25.6

264,765

91.0

MADRONA WATUMULL

2037

2087

PETSMART

2013

2028

ROSS DRESS FOR LESS

2018

 

 

HILLSBORO (3)

2006

FEE

20.0

260,954

91.0

SAFEWAY

2014

2044

STAPLES

2013

 

RITE AID

2014

2044

 

HILLSBORO (3)

2008

FEE

20.0

210,992

85.0

SAFEWAY

2010

2045

RITE AID

2010

2040

TRADER JOE'S

2017

2032

 

MEDFORD (3)

2006

FEE

30.1

335,043

84.0

SEARS

2014

2044

TINSELTOWN

2017

2037

24 HOUR FITNESS

2015

2026

 

MILWAUKIE (3)

2007

GROUND LEASE (2041)/JOINT VENTURE

16.3

185,859

94.0

ALBERTSONS

2013

 

RITE AID

2015

 

JO-ANN FABRICS

2013

2018

 

PORTLAND (3)

2006

FEE

10.6

115,673

94.0

SAFEWAY

2017

2047

DOLLAR TREE

2012

2017

 

 

 

 

SPRINGFIELD

2009

FEE

8.7

96,027

94.0

SAFEWAY

2013

2043

 

 

 

 

 

 

 

TROUTDALE

2009

FEE

9.8

90,137

60.0

LAMBS THRIFTWAY

2021

2031

 

 

 

 

 

 

PENNSYLVANIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARDMORE

2007

FEE

18.8

320,553

98.0

MACY'S

2012

2032

BANANA REPUBLIC

2010

 

 

 

 

 

BLUE BELL

1996

FEE

17.7

120,211

100.0

KOHL'S

2016

2036

HOME GOODS

2013

2033

 

 

 

 

BROOKHAVEN

2005

JOINT VENTURE

3.0

6,300

100.0

 

 

 

 

 

 

 

 

 

 

CARLISLE (5)

2005

JOINT VENTURE

12.2

90,289

88.0

GIANT FOOD

2016

2046

 

 

 

 

 

 

 

CHAMBERSBURG

2006

FEE

37.3

271,411

92.0

KOHL'S

2028

2058

GIANT FOOD

2027

2067

MICHAELS

2017

2037

 

CHAMBERSBURG

2008

JOINT VENTURE

12.9

131,623

92.0

GIANT FOOD

2040

2040

WINE & SPIRITS SHOPPE

2011

2016

 

 

 

 

CHIPPEWA

2000

FEE

22.4

215,206

100.0

KMART

2018

2068

HOME DEPOT

2018

2068

 

 

 

 

EAGLEVILLE

2008

FEE

15.2

100,385

35.0

GENUARDI'S

2011

2026

DOLLAR TREE

2019

2029

 

 

 

 

EAST NORRITON

1984

FEE

12.5

131,794

74.0

SHOPRITE

2022

2037

JO-ANN FABRICS

2012

 

 

 

 

 

EAST STROUDSBURG

1973

FEE

15.3

168,218

100.0

KMART

2012

2022

WEIS MARKETS

2010

 

 

 

 

 

EASTWICK

1997

FEE

3.4

36,511

100.0

MERCY HOSPITAL

2017

2022

 

 

 

 

 

 

 

EXTON

1999

FEE

6.1

60,685

100.0

ACME MARKETS

2015

2045

 

 

 

 

 

 

 

EXTON

1996

FEE

9.8

85,184

100.0

KOHL'S

2016

2036

 

 

 

 

 

 

 

EXTON

2005

JOINT VENTURE

10.0

26,014

13.0

 

 

 

 

 

 

 

 

 

 

FEASTERVILLE

1996

FEE

4.6

86,575

7.0

 

 

 

 

 

 

 

 

 

 

GETTYSBURG

1986

FEE

2.4

14,584

100.0

RITE AID

2026

2046

 

 

 

 

 

 

 

GREENSBURG (10)

2002

JOINT VENTURE

5.0

50,000

100.0

TJ MAXX

2020

2020

MICHAELS

2015

2020

 

 

 

 

HAMBURG

2000

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

AMERICAN SIGNATURE

2022

2032

SUPERPETZ

2012

2021

 

HAVERTOWN

1996

FEE

9.0

80,938

100.0

KOHL'S

2016

2036

 

 

 

 

 

 



32



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HORSHAM (5)

2005

JOINT VENTURE

8.3

75,206

100.0

GIANT FOOD

2022

2052

 

 

 

 

 

 

 

LANDSDALE

1996

GROUND LEASE (2037)

1.4

84,470

100.0

KOHL'S

2012

 

 

 

 

 

 

 

 

MONROEVILLE (5)

2005

FEE

13.7

143,200

90.0

PETSMART

2019

2034

BED BATH & BEYOND

2020

2034

MICHAELS

2014

2029

 

MONTGOMERY (4)

2002

FEE

45.0

257,565

88.0

GIANT FOOD

2020

2050

BED BATH & BEYOND

2016

2030

PETSMART

2021

2041

 

MORRISVILLE

1996

FEE

14.4

2,437

0.0

 

 

 

 

 

 

 

 

 

 

NEW KENSINGTON

1986

FEE

12.5

108,950

100.0

GIANT EAGLE

2016

2033

 

 

 

 

 

 

 

PHILADELPHIA

1996

FEE

6.3

82,345

100.0

KOHL'S

2016

2036

 

 

 

 

 

 

 

PHILADELPHIA

1996

GROUND LEASE (2010)

6.8

133,309

100.0

KMART

2010

2035

 

 

 

 

 

 

 

PHILADELPHIA

2005

FEE

0.4

9,343

100.0

 

 

 

 

 

 

 

 

 

 

PHILADELPHIA (10)

1998

JOINT VENTURE

15.2

75,303

100.0

NORTHEAST AUTO OUTLET

2015

2050

 

 

 

 

 

 

 

PHILADELPHIA (10)

1995

JOINT VENTURE

22.6

332,583

98.0

TARGET

2030

2080

PATHMARK

2022

2047

PEP BOYS

2028

2038

 

PHILADELPHIA (10) (12)

1983

JOINT VENTURE

8.1

213,444

88.0

JCPENNEY

2012

2037

TOYS R US

2012

2052

 

 

 

 

PHILADELPHIA (10)

2006

JOINT VENTURE

18.0

294,309

95.0

SEARS

2019

2039

 

 

 

 

 

 

 

PHILADELPHIA

2005

JOINT VENTURE

3.0

19,137

100.0

CVS

2034

2059

 

 

 

 

 

 

 

PITTSBURGH

2004

GROUND LEASE (2095)

46.8

467,927

100.0

 

 

 

 

 

 

 

 

 

 

PITTSBURGH (3)

2007

JOINT VENTURE

19.3

118,297

70.0

ECKERD

2013

2018

 

 

 

 

 

 

 

PITTSBURGH (8)

2007

JOINT VENTURE

37.0

166,786

77.0

TJ MAXX

2010

2020

STAPLES

2015

2030

PETSMART

2015

2040

 

RICHBORO (12)

1986

FEE

14.5

107,432

96.0

SUPER FRESH

2018

2058

 

 

 

 

 

 

 

SCOTT TOWNSHIP

1999

GROUND LEASE (2052)

0.0

69,288

100.0

WAL-MART

2032

2052

 

 

 

 

 

 

 

SHREWSBURY (8)

2004

JOINT VENTURE

21.2

94,706

97.0

GIANT FOOD

2023

2053

 

 

 

 

 

 

 

SPRINGFIELD (12)

1983

FEE

19.7

165,732

84.0

GIANT FOOD

2030

2070

STAPLES

2013

2033

 

 

 

 

UPPER DARBY

1996

JOINT VENTURE

16.3

28,102

100.0

THE PJA SCHOOL

2016

2026

 

 

 

 

 

 

 

WEST MIFFLIN

1986

FEE

8.3

84,279

100.0

BIG LOTS

2012

2032

 

 

 

 

 

 

 

WHITEHALL

1996

GROUND LEASE (2081)

6.0

84,524

100.0

KOHL'S

2016

2036

 

 

 

 

 

 

 

WHITEHALL (10)

2005

JOINT VENTURE

15.1

151,418

97.0

GIANT FOOD

2014

 

JO-ANN FABRICS

2012

 

BARNES & NOBLE

2011

 

 

YORK

1986

FEE

13.7

58,244

95.0

SAVE-A-LOT

2014

2029

ADVANCE AUTO PARTS

2012

2017

YALE ELECTRIC

2010

2011

 

YORK

1986

FEE

3.3

35,500

100.0

GIANT FOOD

2012

2017

 

 

 

 

 

 

PUERTO RICO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BAYAMON

2006

FEE

16.5

186,434

100.0

AMIGO SUPERMARKET

2027

2047

OFFICEMAX

2015

2030

CHUCK E CHEESE

2013

2023

 

CAGUAS

2006

FEE

19.8

574,730

100.0

SAM'S CLUB

2019

2070

COSTCO

2026

2046

JCPENNEY

2020

2050

 

CAROLINA

2006

FEE

28.2

570,610

100.0

KMART

2019

2069

HOME DEPOT

2026

2046

PUEBLO INTERNATIONAL

2015

2045

 

MANATI

2006

FEE

6.7

69,640

95.0

GRANDE SUPERMARKET

2011

 

 

 

 

 

 

 

 

MAYAGUEZ

1995

FEE

39.3

354,830

100.0

HOME DEPOT

2026

2046

SAM'S CLUB

2019

2069

CARIBBEAN CINEMA

2028

2038

 

PONCE

2006

FEE

12.1

192,701

86.0

2000 CINEMA CORP.

2032

2052

SUPERMERCADOS MAXIMO

2026

2046

DAVID'S BRIDAL

2011

2021

 

TRUJILLO ALTO

2006

GROUND LEASE (2054)

19.5

199,513

100.0

KMART

2014

2054

PUEBLO SUPERMARKET

2014

2024

FARMACIAS EL AMAL

2015

 

RHODE ISLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CRANSTON

1998

FEE

11.0

129,907

93.0

BOB'S STORES

2013

2028

MARSHALLS

2011

2021

DOLLAR TREE

2013

2028

 

PROVIDENCE (10)

2003

GROUND LEASE (2022)/JOINT VENTURE

17.0

71,735

95.0

STOP & SHOP

2022

2072

 

 

 

 

 

 

SOUTH CAROLINA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHARLESTON

1995

FEE

17.2

186,740

97.0

TJ MAXX

2014

 

OFFICE DEPOT

2011

2016

MARSHALLS

2011

 

 

CHARLESTON (12)

1978

FEE

17.6

181,928

79.0

HARRIS TEETER

2029

2059

STEIN MART

2011

2016

WEST MARINE

2019

2029

 

FLORENCE

1997

FEE

21.0

113,922

95.0

HAMRICKS

2011

 

STAPLES

2010

2035

HIBACHI GRILL

2019

2029

 

GREENVILLE

1997

FEE

20.4

148,532

60.0

BABIES R US

2012

2022

 

 

 

 

 

 

 

GREENVILLE

2009

FEE

31.8

295,928

82.0

INGLES MARKETS

2021

2076

TJ MAXX

2010

2025

ROSS DRESS FOR LESS

2012

2032

 

NORTH CHARLESTON

1997

FEE

27.2

266,588

100.0

SPORTS AUTHORITY

2013

2033

BURKE'S OUTLET

2014

2029

MARSHALLS

2013

 

TENNESSEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHATTANOOGA

1973

GROUND LEASE (2074)

7.6

50,588

65.0

SAVE-A-LOT

2014

 

 

 

 

 

 

 

 

CHATTANOOGA (10)

2002

JOINT VENTURE

5.0

50,000

100.0

HOME GOODS

2010

2020

MICHAELS

2018

2037

 

 

 

 

MADISON

1978

GROUND LEASE (2039)

14.5

175,593

99.0

OLD TIME POTTERY

2013

2023

WAL-MART

2014

2039

 

 

 

 

MADISON

2004

FEE

25.4

240,318

91.0

JO-ANN FABRICS

2014

2024

SAM ASH

2014

2019

TJ MAXX

2015

2020

 

MADISON (4)

1999

FEE

21.1

189,401

70.0

DICK'S SPORTING GOODS

2017

2032

BEST BUY

2014

2029

OLD NAVY

2011

2019

 

MEMPHIS

2000

FEE

8.8

87,962

100.0

OLD TIME POTTERY

2010

2025

 

 

 

 

 

 

 

MEMPHIS

1991

FEE

14.7

167,243

60.0

TOYS R US

2017

2042

KIDS R US

2019

2044

 

 

 

 

MEMPHIS (4)

2001

FEE

3.9

40,000

100.0

BED BATH & BEYOND

2012

2027

 

 

 

 

 

 

 

MEMPHIS (3)

2007

JOINT VENTURE

5.5

55,373

79.0

 

 

 

 

 

 

 

 

 

 

NASHVILLE

1998

FEE

10.2

109,012

93.0

TREES N TRENDS

2013

2018

OAK FACTORY OUTLET

2012

 

OLD COUNTRY BUFFET

2011

2016

 

NASHVILLE

1998

FEE

16.9

172,078

83.0

HHGREGG

2018

2028

ASHLEY FURNITURE

2012

2022

BED BATH & BEYOND

2013

2028

 

NASHVILLE (4)

1999

JOINT VENTURE

9.3

99,909

57.0

BEST BUY

2014

2029

 

 

 

 

 

 



33



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TEXAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALLEN (10)

2006

JOINT VENTURE

2.1

21,162

100.0

CREME DE LA CREME

2026

2046

 

 

 

 

 

 

 

AMARILLO (4)

1997

FEE

9.3

343,875

88.0

HOME DEPOT

2019

2069

KOHL'S

2025

2055

PETSMART

2015

2035

 

AMARILLO (4)

2003

JOINT VENTURE

10.6

142,647

94.0

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

2013

2018

 

 

 

 

 

 

 

AUSTIN

1998

FEE

15.4

157,852

95.0

HEB GROCERY

2011

2026

BROKERS NATIONAL LIFE

2013

 

 

 

 

 

AUSTIN (10)

2003

JOINT VENTURE

10.8

108,028

100.0

FRY'S ELECTRONICS

2018

2048

 

 

 

 

 

 

 

AUSTIN (4)

1998

FEE

18.2

191,760

45.0

BABIES R US

2012

2027

WORLD MARKET

2011

2026

MATTRESS FIRM

2015

2020

 

AUSTIN (3) (12)

2007

JOINT VENTURE

21.4

213,853

100.0

BED BATH & BEYOND

2020

2040

BUY BUY BABY

2020

2040

ROSS DRESS FOR LESS

2013

2023

 

AUSTIN (3)

2007

JOINT VENTURE

4.6

45,791

100.0

PRIMITIVES

2012

2017

JO-ANN FABRICS

2010

 

 

 

 

 

BAYTOWN

1996

FEE

8.7

98,623

100.0

HOBBY LOBBY

2019

2029

ROSS DRESS FOR LESS

2012

2032

 

 

 

 

BROWNSVILLE

2005

JOINT VENTURE

38.7

226,000

53.0

TJ MAXX

2016

2036

MICHAELS

2017

2032

PETSMART

2016

2041

 

COLLEYVILLE (10)

2006

JOINT VENTURE

2.0

20,188

100.0

CREME DE LA CREME

2026

2046

 

 

 

 

 

 

 

COPPELL (10)

2006

JOINT VENTURE

2.0

20,425

100.0

CREME DE LA CREME

2026

2046

 

 

 

 

 

 

 

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

2033

 

DALLAS

1969

JOINT VENTURE

75.0

29,769

100.0

BIG TOWN BOWLANES

2022

 

 

 

 

 

 

 

 

DALLAS (4)

1998

FEE

6.8

83,867

100.0

ROSS DRESS FOR LESS

2012

2017

OFFICEMAX

2014

2024

BIG LOTS

2012

2032

 

DALLAS (3)

2007

JOINT VENTURE

12.1

171,988

85.0

CVS PHARMACY, INC.

2024

2054

ULTA 3

2014

2024

 

 

 

 

EAST PLANO

1996

FEE

9.0

100,598

100.0

HOME DEPOT EXPO

2024

2054

 

 

 

 

 

 

 

FORT WORTH

2003

JOINT VENTURE

45.5

290,949

95.0

MARSHALLS

2015

2035

ROSS DRESS FOR LESS

2017

2042

OFFICE DEPOT

2021

2041

 

FRISCO

2006

JOINT VENTURE

38.7

215,000

90.0

HOBBY LOBBY / MARDELS

2028

2048

HEMISPHERES

2023

2038

SPROUTS FARMERS MARKET

2023

2043

 

GRAND PRAIRIE

2006

JOINT VENTURE

72.6

213,954

98.0

24 HOUR FITNESS

2022

2047

ROSS DRESS FOR LESS

2019

2039

MARSHALLS

2017

2037

 

HARRIS COUNTY (5)

2005

JOINT VENTURE

11.4

144,055

78.0

BEST BUY

2015

2035

BARNES & NOBLE

2014

2029

PETSMART

2019

2034

 

HOUSTON

2004

FEE

8.0

113,831

51.0

PALAIS ROYAL

2017

2022

 

 

 

 

 

 

 

HOUSTON

1996

FEE

8.2

96,500

100.0

BURLINGTON COAT FACTORY

2014

2034

 

 

 

 

 

 

 

HOUSTON (5)

2006

FEE

32.0

350,836

97.0

MARSHALLS

2011

2026

BED BATH & BEYOND

2012

2032

OFFICEMAX

2014

2034

 

HOUSTON (8)

2007

JOINT VENTURE

23.8

237,634

96.0

TJ MAXX

2015

2035

ROSS DRESS FOR LESS

2016

2036

BED BATH & BEYOND

2016

2041

 

LEWISVILLE

1998

FEE

11.2

74,837

68.0

TALBOTS OUTLET

2012

2020

$6 FASHION OUTLETS

2013

2018

 

 

 

 

LEWISVILLE

1998

FEE

7.6

123,560

95.0

BABIES R US

2012

2027

BED BATH & BEYOND

2018

2033

BROYHILL HOME COLLECTIONS

2015

2025

 

LEWISVILLE

1998

FEE

9.4

93,668

97.0

FACTORY DIRECT FURNITURE

2019

2024

DSW SHOE WAREHOUSE

2018

2028

PETLAND

2019

 

 

LUBBOCK

1998

FEE

9.6

108,326

83.0

PETSMART

2015

2040

OFFICEMAX

2014

2029

MICHAELS

2010

2025

 

MESQUITE

1974

FEE

9.0

79,550

100.0

KROGER

2012

2037

 

 

 

 

 

 

 

MESQUITE

2006

FEE

15.0

209,766

100.0

BEST BUY

2014

2024

ASHLEY FURNITURE

2012

2017

PETSMART

2010

2026

 

N. BRAUNFELS

2003

JOINT VENTURE

8.6

86,479

100.0

KOHL'S

2014

2064

 

 

 

 

 

 

 

NORTH CONROE (8)

2006

JOINT VENTURE

27.6

283,537

97.0

ASHLEY FURNITURE HOMESTORE

2024

2029

TJ MAXX

2016

2036

ROSS DRESS FOR LESS

2017

2037

 

PASADENA (4)

1999

FEE

15.1

169,190

95.0

PETSMART

2015

2030

OFFICEMAX

2014

2029

MICHAELS

2014

2024

 

PASADENA (4)

2001

FEE

24.6

240,907

99.0

BEST BUY

2012

2027

ROSS DRESS FOR LESS

2012

2032

MARSHALLS

2012

2027

 

PLANO

2005

FEE

0.0

149,343

100.0

HOME DEPOT

2027

2057

 

 

 

 

 

 

 

RICHARDSON (4)

1998

FEE

11.7

115,579

54.0

OFFICEMAX

2011

2026

FOX & HOUND

2012

2022

 

 

 

 

SOUTHLAKE

2008

JOINT VENTURE

4.1

37,447

66.7

 

 

 

 

 

 

 

 

 

 

TEMPLE (5)

2005

JOINT VENTURE

27.5

274,799

51.0

HOBBY LOBBY

2021

2036

ROSS DRESS FOR LESS

2012

2037

MARSHALLS

2011

2026

 

WEBSTER

2006

FEE

40.0

408,899

93.0

HOBBY LOBBY

2017

2027

SPORTS AUTHORITY

2011

2021

BEL FURNITURE

2010

2015

UTAH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OGDEN

1967

FEE

11.4

142,628

100.0

COSTCO

2033

2073

 

 

 

 

 

 

VERMONT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MANCHESTER

2004

FEE

9.5

54,322

85.0

PRICE CHOPPERS

2011

 

 

 

 

 

 

 

VIRGINIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALEXANDRIA

2005

JOINT VENTURE

3.4

28,800

100.0

THE ROOF CENTER

2014

 

 

 

 

 

 

 

 

BURKE (6)

2004

GROUND LEASE (2076)/ JOINT VENTURE

12.5

124,148

97.0

SAFEWAY

2020

2050

CVS

2021

2041

 

 

 

 

COLONIAL HEIGHTS

1999

FEE

6.1

60,909

100.0

ASHLEY HOME STORES

2018

2028

BOOKS-A-MILLION

2011

 

 

 

 

 

DUMFRIES (8)

2005

JOINT VENTURE

0.0

1,702

100.0

 

 

 

 

 

 

 

 

 

 

FAIRFAX (4)

1998

FEE

37.0

343,180

100.0

COSTCO

2011

2046

HOME DEPOT

2013

2033

SPORTS AUTHORITY

2013

 

 

FAIRFAX (3)

2007

JOINT VENTURE

10.1

101,332

100.0

WALGREENS

2021

2041

TJ MAXX

2014

2024

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

4,842

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

32,000

100.0

BASSETT FURNITURE

2019

2039

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

2,454

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

3,650

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

4,261

100.0

 

 

 

 

 

 

 

 

 



34



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

3,000

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

10,578

100.0

CHUCK E CHEESE

2014

2024

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

10,002

100.0

CRACKER BARREL

2014

2034

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

8,000

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

5,126

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

6,818

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

4,800

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

2,909

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

6,000

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

11,097

100.0

NTB TIRES

2017

2037

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

7,200

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

8,027

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

6,100

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

5,540

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

FEE

1.8

7,241

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

3,076

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

5,892

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

5,020

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

7,256

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

4,828

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

3,000

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

33,179

0.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

1.1

3,822

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

1.2

3,028

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.9

4,352

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

7,000

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

1.1

10,125

100.0

CVS

2022

2042

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

10,125

100.0

CVS

2019

2039

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.6

2,170

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

7,200

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.0

1,762

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

1.5

7,993

100.0

 

 

 

 

 

 

 

 

 

 

FREDERICKSBURG (8)

2005

JOINT VENTURE

0.8

10,125

100.0

SHONEY'S

2023

 

 

 

 

 

 

 

 

HARRISONBURG (9)

2007

JOINT VENTURE

19.0

187,534

94.0

KOHL'S

2024

2064

MARTIN'S

2027

2067

 

 

 

 

LEESBURG (3)

2007

JOINT VENTURE

27.9

316,586

100.0

SHOPPERS FOOD

2015

2060

STEIN MART

2011

2031

ROSS DRESS FOR LESS

2013

2023

 

MANASSAS

1997

FEE

13.5

117,525

93.0

SUPER FRESH

2011

2026

JO-ANN FABRICS

2011

 

 

 

 

 

MANASSAS (5)

2005

JOINT VENTURE

8.9

107,233

100.0

BURLINGTON COAT FACTORY

2014

2030

AUTOZONE

2010

2025

 

 

 

 

PENTAGON CITY

2009

FEE

16.8

337,429

97.0

COSTCO

2014

2044

MARSHALLS

2015

2025

BEST BUY

2014

2024

 

RICHMOND

1999

FEE

8.5

84,683

100.0

ROOMSTORE

2013

2023

 

 

 

 

 

 

 

RICHMOND

1995

FEE

11.5

128,612

100.0

BURLINGTON COAT FACTORY

2010

2035

 

 

 

 

 

 

 

RICHMOND (8)

2005

JOINT VENTURE

0.7

3,060

100.0

 

 

 

 

 

 

 

 

 

 

ROANOKE

2004

FEE

7.7

81,789

58.0

DICK'S SPORTING GOODS

2019

2034

 

 

 

 

 

 

 

ROANOKE (9)

2007

JOINT VENTURE

35.7

298,162

91.0

MICHAELS

2014

2019

MARSHALLS

2013

2033

ROSS DRESS FOR LESS

2016

2036

 

STAFFORD (5)

2005

JOINT VENTURE

90.0

331,730

98.0

SHOPPERS FOOD

2023

2053

TJ MAXX

2016

2036

ROSS DRESS FOR LESS

2015

2035

 

STAFFORD (8)

2005

JOINT VENTURE

1.2

4,211

100.0

 

 

 

 

 

 

 

 

 

 

STAFFORD (8)

2005

JOINT VENTURE

0.0

4,400

100.0

 

 

 

 

 

 

 

 

 

 

STAFFORD (8)

2005

JOINT VENTURE

0.0

7,310

100.0

 

 

 

 

 

 

 

 

 

 

STAFFORD (8)

2005

JOINT VENTURE

9.9

101,042

100.0

GIANT FOOD

2027

2072

STAPLES

2017

2032

PETCO SUPPLIES & FISH

2012

2027

 

STERLING

2008

FEE

38.1

361,043

84.0

TOYS R US

2012

2037

MICHAELS

2011

2026

OFFICE DEPOT

2011

2026

 

STERLING (5)

2006

JOINT VENTURE

103.3

737,503

99.0

WAL-MART

2021

2091

LOWE'S HOME CENTER

2021

2061

SAM'S CLUB

2021

2091

 

WOODBRIDGE (10)

1973

GROUND LEASE (2072)/JOINT VENTURE

19.6

186,079

76.0

REGENCY FURNITURE

2014

 

THE SALVATION ARMY

2014

 

WEDGEWOOD ANTIQUES

2010

 

 

WOODBRIDGE (4) (12)

1998

FEE

324.0

493,193

100.0

SHOPPERS FOOD

2014

2044

DICK'S SPORTING GOODS

2019

2039

BEST BUY

2010

2025

WASHINGTON

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AUBURN

2007

FEE

13.7

171,032

99.0

ALBERTSONS

2018

2038

OFFICE DEPOT

2014

2019

RITE AID

2013

2028

 

BELLEVUE (10) (12)

2004

JOINT VENTURE

41.6

435,953

76.0

TARGET

2012

2037

NORDSTROM RACK

2012

2032

SAFEWAY

2012

2027

 

BELLINGHAM (4)

1998

FEE

20.0

188,885

99.0

MACY'S

2012

2022

BEST BUY

2017

2032

BED BATH & BEYOND

2012

2027

 

BELLINGHAM (3)

2007

JOINT VENTURE

30.5

376,023

94.0

KMART

2014

2049

COST CUTTER

2014

2044

JO-ANN FABRICS

2010

2025

 

FEDERAL WAY (4)

2000

JOINT VENTURE

17.8

200,126

86.0

QFC

2015

2045

JO-ANN FABRICS

2020

2030

BARNES & NOBLE

2011

2026



35



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KENT (3)

2006

FEE

23.1

86,909

87.0

ROSS DRESS FOR LESS

2011

2026

 

 

 

 

 

 

 

KENT (3)

2006

FEE

7.2

67,468

88.0

RITE AID

2015

2035

 

 

 

 

 

 

 

LAKE STEVENS (3)

2006

FEE

18.6

195,932

98.0

SAFEWAY

2032

2077

SPORTS AUTHORITY

2020

2040

BRIDGES PETS, GIFTS & WATER

2024

2029

 

MILL CREEK (3)

2006

FEE

12.4

113,641

91.0

SAFEWAY

2015

2045

PENNZOIL

2018

 

 

 

 

 

OLYMPIA (3)

2007

JOINT VENTURE

15.0

167,117

83.0

ALBERTSONS

2013

2043

ROSS DRESS FOR LESS

2015

 

 

 

 

 

OLYMPIA (3)

2006

FEE

6.7

69,212

80.0

BARNES & NOBLE

2015

 

PETCO

2013

2023

TRADER JOE'S

2019

2034

 

SEATTLE (3)

2006

GROUND LEASE (2083)

3.2

146,819

81.0

SAFEWAY

2012

2037

PRUDENTIAL REALTY

2015

2020

BARTELL DRUGS

2012

2022

 

SILVERDALE (3)

2006

GROUND LEASE (2014)

14.7

170,406

98.0

SAFEWAY

2024

2059

JO-ANN FABRICS

2012

2032

RITE AID

2011

2041

 

SILVERDALE (3)

2006

FEE

5.1

67,287

80.0

ROSS DRESS FOR LESS

2016

2026

 

 

 

 

 

 

 

SPOKANE (5)

2005

JOINT VENTURE

8.3

131,295

100.0

BED BATH & BEYOND

2011

2026

ROSS DRESS FOR LESS

2014

2019

RITE AID

2014

2039

 

TACOMA (3)

2006

FEE

14.5

134,839

82.0

TJ MAXX

2019

 

OFFICE DEPOT

2012

 

PETSMART

2014

2034

 

TUKWILA (4)

2003

JOINT VENTURE

45.9

459,071

97.0

THE BON MARCHE

2019

 

BEST BUY

2016

2031

SPORTS AUTHORITY

2014

2029

 

VANCOUVER

2009

FEE

6.3

69,790

52.0

ACE HARDWARE

2011

 

 

 

 

 

 

 

WEST VIRGINIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHARLES TOWN

1985

FEE

22.0

208,888

99.0

WAL-MART

2017

2047

STAPLES

2016

 

 

 

 

 

HUNTINGTON

1991

FEE

19.5

2,400

100.0

 

 

 

 

 

 

 

 

 

 

SOUTH CHARLESTON

1999

FEE

14.8

148,059

99.0

KROGER

2011

2041

TJ MAXX

2011

2021

 

 

 

CANADA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALBERTA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRENTWOOD

2002

JOINT VENTURE

31.2

312,080

92.5

SEARS WHOLE HOME

2010

2020

BED BATH & BEYOND

2020

2035

CANADA SAFEWAY

2012

2027

 

GRANDE PRAIRIE III

2002

JOINT VENTURE

6.3

63,413

100.0

MICHAELS

2011

2031

WINNERS (TJ MAXX)

2011

2026

JYSK LINEN

2012

2022

 

SHAWNESSY CENTRE

2002

JOINT VENTURE

30.6

306,010

100.0

WINNERS  

2015

2025

SPORT CHEK

2015

2025

BUSINESS DEPOT (STAPLES)

2013

2028

 

SHOPPES @ SHAWNESSEY

2002

JOINT VENTURE

16.3

162,988

100.0

ZELLERS

2011

2096

 

 

 

 

 

 

 

SOUTH EDMONTON COMMON

2002

JOINT VENTURE

42.9

428,745

100.0

THE BRICK

2021

2036

HOME OUTFITTERS

2016

2031

LONDON DRUGS

2020

2057

BRITISH COLUMBIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABBOTSFORD

2002

JOINT VENTURE

22.0

219,688

99.0

ZELLERS

2052

2082

WINNERS (TJ MAXX)

2015

2030

PETSMART

2013

2033

 

CLEARBROOK

2001

JOINT VENTURE

18.8

188,253

99.1

SAFEWAY

2012

2037

STAPLES

2012

2022

 

 

 

 

LANGLEY GATE

2002

JOINT VENTURE

15.2

151,802

100.0

SEARS

2013

2018

WINNERS (TJ MAXX)

2012

2017

PETSMART

2014

2039

 

LANGLEY POWER CENTER

2003

JOINT VENTURE

22.8

228,314

100.0

WINNERS (TJ MAXX)

2012

2027

MICHAELS

2011

2021

FUTURE SHOP (BEST BUY)

2012

2022

 

MISSION

2001

JOINT VENTURE

27.1

271,462

98.9

SAVE ON FOODS

2018

2028

FAMOUS PLAYERS

2015

2030

LONDON DRUGS

2019

2021

 

PRINCE GEORGE

2001

JOINT VENTURE

37.3

372,725

93.6

THE BAY

2013

2083

SAVE ON FOODS

2018

2028

LONDON DRUGS

2017

2027

 

PRINCE GEORGE

2008

JOINT VENTURE

7.0

70,182

100.0

BRICK WAREHOUSE

2022

 

 

 

 

 

 

 

 

STRAWBERRY HILL

2002

JOINT VENTURE

33.8

337,931

100.0

HOME DEPOT

2016

2041

CINEPLEX ODEON

2014

2024

WINNERS (TJ MAXX)

2015

2025

 

SURREY

2001

JOINT VENTURE

17.1

170,725

91.4

CANADA SAFEWAY

2011

2061

LONDON DRUGS

2011

2021

 

 

 

 

TILLICUM

2002

JOINT VENTURE

47.3

472,587

99.3

ZELLERS

2013

2098

SAFEWAY

2023

2053

FAMOUS PLAYERS

2019

2029

NOVA SCOTIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DARTMOUTH

2008

JOINT VENTURE

18.6

186,315

91.5

SOBEY'S

2039

 

 

 

 

 

 

 

 

HALIFAX

2008

JOINT VENTURE

13.8

138,094

98.9

WAL-MART

2016

2041

 

 

 

 

 

 

ONTARIO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

404 TOWN CENTRE

2002

JOINT VENTURE

24.4

244,379

96.3

ZELLERS

2014

2024

A & P

2012

2027

NATIONAL GYM CLOTHING

2019

2024

 

BELLEVILLE

2008

JOINT VENTURE

7.2

71,981

87.5

A&P

2014

2039

 

 

 

 

 

 

 

BOULEVARD CENTRE III

2004

JOINT VENTURE

7.3

72,703

93.9

FOOD BASICS

2025

2055

 

 

 

 

 

 

 

CHATHAM

2008

JOINT VENTURE

7.1

71,423

93.7

FOOD BASICS

2017

2037

 

 

 

 

 

 

 

CLARKSON CROSSING

2004

JOINT VENTURE

21.3

213,051

99.4

CANADIAN TIRE

2023

2043

DOMINION

2023

2048

 

 

 

 

DONALD PLAZA

2002

JOINT VENTURE

9.1

91,409

100.0

WINNERS (TJ MAXX)

2014

2024

 

 

 

 

 

 

 

FERGUS

2008

JOINT VENTURE

10.6

105,955

100.0

ZELLERS

2022

2027

 

 

 

 

 

 

 

GREEN LANE CENTRE

2003

JOINT VENTURE

16.0

160,195

100.0

BED BATH & BEYOND

2020

2035

MICHAELS

2013

2033

PETSMART

2014

2039

 

HAWKESBURY

2008

JOINT VENTURE

5.5

54,950

100.0

PRICE CHOPPER

2016

2036

 

 

 

 

 

 

 

HAWKESBURY

2008

JOINT VENTURE

1.7

17,032

100.0

PHARMAPRIX

2020

2040

 

 

 

 

 

 

 

KENDALWOOD

2002

JOINT VENTURE

15.9

158,833

94.2

PRICE CHOPPER

2013

2038

VALUE VILLAGE

2013

2028

SHOPPERS DRUG MART

2011

2021

 

LEASIDE

2002

JOINT VENTURE

13.3

133,035

100.0

CANADIAN TIRE

2011

2036

FUTURE SHOP (BEST BUY)

2011

2021

PETSMART

2012

2037

 

LINCOLN FIELDS

2002

JOINT VENTURE

28.9

289,055

88.6

WAL MART

2015

2025

LOEB

2014

2024

 

 

 

 

LONDON

2008

JOINT VENTURE

9.0

90,210

90.3

TALIZE

2015

2025

SHOPPERS DRUG MART

2020

2040

 

 

 

 

MARKETPLACE TORONTO

2002

JOINT VENTURE

17.1

171,088

95.5

WINNERS (TJ MAXX)

2014

2029

MARK'S WORK WEARHOUSE

2015

2025

SEARS APPLIANCE

2015

2025

 

OTTAWA

2008

JOINT VENTURE

12.7

127,270

100.0

METRO

2022

2042

BEST BUY

2013

2033

HOMESENSE

2019

2034

 

RIOCAN GRAND PARK

2003

JOINT VENTURE

11.9

118,637

100.0

WINNERS (TJ MAXX)

2014

2029

BUSINESS DEPOT (STAPLES)

2011

2026

SHOPPERS DRUG MART

2018

2038

 

SCARBOROUGH

2005

JOINT VENTURE

2.3

20,506

100.0

AGINCOURT NISSAN LIMITED

2020

 

 

 

 

 

 

 

 

SCARBOROUGH

2005

JOINT VENTURE

1.8

13,433

100.0

MORNINGSIDE NISSAN LIMITED

2020

 

 

 

 

 

 

 

 

SHOPPERS WORLD ALBION

2002

JOINT VENTURE

38.5

385,204

100.0

CANADIAN TIRE

2014

2029

FORTINO'S

2010

2030

I.C.U. THEATERS

2013

 



36



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHOPPERS WORLD DANFORTH

2002

JOINT VENTURE

32.6

325,798

100.0

ZELLERS

2014

2029

DOMINION

2018

2028

BUSINESS DEPOT (STAPLES)

2015

2030

 

ST. LAURANT

2002

JOINT VENTURE

13.6

136,223

100.0

ZELLERS

2017

2046

LOEB

2013

2023

 

 

 

 

SUDBURY

2002

JOINT VENTURE

23.4

234,299

100.0

FAMOUS PLAYERS

2019

2039

SEARS

2013

2023

BUSINESS DEPOT (STAPLES)

2014

2024

 

SUDBURY

2004

JOINT VENTURE

16.9

169,498

94.1

WINNERS (TJ MAXX)

2015

2030

MICHAELS

2015

2035

PETSMART

2016

2031

 

THICKSON RIDGE

2002

JOINT VENTURE

39.1

391,261

100.0

SEARS WHOLE HOME

2012

2022

HOME OUTFITTERS

2010

2025

WINNERS (TJ MAXX)

2013

2023

 

TORONTO

2007

JOINT VENTURE

0.5

46,986

100.0

TRANSWORLD FINE CARS

2027

 

 

 

 

 

 

 

 

WALKER PLACE

2002

JOINT VENTURE

7.0

69,857

100.0

PRICE CHOPPER

2016

2036

 

 

 

 

 

 

 

WINDSOR

2007

JOINT VENTURE

6.6

58,147

100.0

PERFORMANCE FORD SALES, INC.

2027

 

 

 

 

 

 

 

PRINCE EDWARD ISLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHARLOTTETOWN

2002

JOINT VENTURE

39.3

393,456

97.8

ZELLERS

2019

2079

WEST ROYALTY FITNESS

2010

2015

WINNERS (TJ MAXX)

2015

2020

QUEBEC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHATEAUGUAY

2002

JOINT VENTURE

21.1

211,288

97.8

SUPER C

2013

2028

HART

2015

2025

 

 

 

 

GATINEAU

2008

JOINT VENTURE

28.4

283,565

98.9

WAL-MART

2015

2035

CANADIAN TIRE

2015

2035

SUPER C

2017

2037

 

GREENFIELD PARK

2002

JOINT VENTURE

36.9

369,103

100.0

GUZZO CINEMA

2019

2039

MAXI

2014

2034

WINNERS (TJ MAXX)

2011

2021

 

JACQUES CARTIER

2002

JOINT VENTURE

21.6

216,116

94.2

GUZZO CINEMA

2010

2040

IGA

2012

2022

VALUE VILLAGE

2013

2028

 

LAVAL

2008

JOINT VENTURE

11.6

116,147

100.0

ZELLERS

2028

2103

 

 

 

 

 

 

BRAZIL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HORTOLANDIA (11)

2008

FEE

13.6

136,000

50.7

MAGAZINE LUIZA

2020

 

 

 

 

 

 

 

 

RIO CLARO

2008

FEE

27.2

272,000

53.7

WAL-MART

2024

 

 

 

 

 

 

 

 

VALINHOS (11)

2008

FEE

14.8

148,000

78.4

RUSSI GROCERY

2021

 

 

 

 

 

 

 

CHILE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

QUILICURA (11)

2008

JOINT VENTURE

0.8

8,000

75.0

EKONO

2029

 

 

 

 

 

 

 

 

SANTIAGO

2007

JOINT VENTURE

2.8

27,632

87.6

OMESA  SA

2015

 

 

 

 

 

 

 

 

SANTIAGO

2007

JOINT VENTURE

5.1

51,378

81.3

CENCOSUD  SUPERMERCADOS SA

2021

 

VALLET  Y LECLER LTDA

2012

 

 

 

 

 

SANTIAGO

2007

JOINT VENTURE

1.4

13,595

100.0

CRUZ VERDE  SA

2017

 

 

 

 

 

 

 

 

SANTIAGO

2007

JOINT VENTURE

0.7

6,652

100.0

D&S

2027

 

 

 

 

 

 

 

 

SANTIAGO

2008

JOINT VENTURE

2.8

27,697

83.5

RENDIC HERMANOS S.A.

2014

 

 

 

 

 

 

 

 

SANTIAGO

2008

JOINT VENTURE

0.9

9,045

70.2

EKONO

2027

 

CRUZ VERDE

2019

 

 

 

 

 

SANTIAGO

2008

JOINT VENTURE

6.7

66,866

97.1

SAITEC S.A.

2027

 

 

 

 

 

 

 

 

SANTIAGO

2008

JOINT VENTURE

3.3

33,144

94.0

CENCOSUD S.A.

2021

 

FARMACIAS AHUMADA

2011

 

 

 

 

 

SANTIAGO

2009

JOINT VENTURE

0.3

2,985

100.0

CRUZ VERDE  SA

2019

 

 

 

 

 

 

 

 

SANTIAGO (11)

2008

JOINT VENTURE

2.7

27,000

18.5

MAICAO

2016

 

 

 

 

 

 

 

 

VINA DEL MAR (11)

2008

JOINT VENTURE

26.8

268,000

78.0

LIDER

2040

 

SODIMAC

2040

 

 

 

 

MEXICO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BAJA CALIFORNIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MEXICALI

2006

FEE

12.1

121,239

99.6

CINEPOLIS

2020

 

 

 

 

 

 

 

 

MEXICALI

2006

JOINT VENTURE

38.3

383,303

92.3

WAL-MART

2022

 

 

 

 

 

 

 

 

ROSARITO

2007

JOINT VENTURE

41.4

499,138

70.7

HOME DEPOT

2023

 

CINEPOLIS

2023

 

WAL-MART

2022

 

 

TIJUANA

2005

JOINT VENTURE

38.7

580,771

88.6

WAL-MART

2021

 

MM CINEMA

2016

 

COPELL

2016

 

 

TIJUANA (11)

2007

JOINT VENTURE

12.3

193,115

68.1

COMERCIAL MEXICANA

2023

 

 

 

 

 

 

 

 

TIJUANA (11)

2007

JOINT VENTURE

50.5

518,242

56.8

WAL-MART

2019

 

CINEPOLIS

2024

 

 

 

 

CAMPECHE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CIUDAD DEL CARMEN (11)

2007

JOINT VENTURE

24.7

306,711

69.8

CHEDRAUI GROCERY

2024

 

 

 

 

 

 

 

CHIAPAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TAPACHULA (11)

2007

FEE

29.7

368,732

66.5

WAL-MART

2024

 

 

 

 

 

 

 

CHIHUAHUA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JUAREZ

2003

JOINT VENTURE

24.1

241,105

85.9

SORIANA

2023

2038

 

 

 

 

 

 

 

JUAREZ

2006

JOINT VENTURE

17.5

175,131

79.7

WAL-MART

2027

 

 

 

 

 

 

 

COAHUILA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CIUDAD ACUNA

2007

FEE

3.2

31,699

95.6

COPPEL

2021

 

 

 

 

 

 

 

 

SABINAS

2007

FEE

1.0

10,147

100.0

WALDO'S

2015

 

 

 

 

 

 

 

 

SALTILLO

2005

FEE

25.8

443,133

84.4

HEB

2020

 

 

 

 

 

 

 

 

SALTILLO PLAZA

2002

JOINT VENTURE

17.3

173,309

95.1

HEB

2042

 

 

 

 

 

 

 

DURANGO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DURANGO

2007

FEE

1.2

11,911

100.0

 

 

 

 

 

 

 

 

 

HIDALGO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PACHUCA

2005

JOINT VENTURE

13.7

201,925

71.7

HOME DEPOT

2021

 

 

 

 

 

 

 

 

PACHUCA

2005

FEE

11.2

196,342

78.3

WAL-MART

2024

 

 

 

 

 

 

 



37



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JALISCO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GUADALAJARA

2005

JOINT VENTURE

13.0

129,705

85.5

WAL-MART

2026

 

 

 

 

 

 

 

 

GUADALAJARA

2005

JOINT VENTURE

24.0

655,079

78.0

WAL-MART

2025

 

CINEPOLIS

2022

 

 

 

 

 

GUADALAJARA  (11)

2006

FEE

72.0

720,164

49.9

WAL-MART

2021

 

CINEPOLIS

2024

 

 

 

 

 

LAGOS DE MORENO

2007

FEE

1.6

15,645

100.0

 

 

 

 

 

 

 

 

 

 

PUERTO VALLARTA

2006

JOINT VENTURE

8.8

87,547

99.2

SORIANA

2021

 

 

 

 

 

 

 

MEXICO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HUEHUETOCA

2004

JOINT VENTURE

17.0

170,494

91.5

WAL-MART

2014

 

 

 

 

 

 

 

 

OJO DE AUGUA (11)

2008

FEE

23.0

229,945

82.8

CHEDRAUI GROCERY

2023

 

 

 

 

 

 

 

 

TECAMAC

2006

JOINT VENTURE

19.9

198,959

71.0

WAL-MART

2023

 

 

 

 

 

 

 

MEXICO CITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTERLOMAS

2007

JOINT VENTURE

24.7

247,058

89.3

GAMEWORKS

2011

 

ZARA

2018

 

 

 

 

 

IXTAPALUCA

2007

FEE

1.4

13,702

100.0

 

 

 

 

 

 

 

 

 

 

TLALNEPANTLA

2005

JOINT VENTURE

14.7

398,911

92.0

WAL-MART

2026

 

 

 

 

 

 

 

MORELOS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUAUTLA  (11)

2006

JOINT VENTURE

59.4

594,421

56.5

WAL-MART

2023

 

 

 

 

 

 

 

NAYARIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NEUVO VALLARTA (11)

2007

FEE

19.7

280,729

49.7

WAL-MART

2019

 

 

 

 

 

 

 

NUEVO LEON

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ESCOBEDO

2006

JOINT VENTURE

34.8

347,607

68.5

HEB

2042

 

 

 

 

 

 

 

 

MONTERREY

2002

JOINT VENTURE

27.3

272,523

95.3

HEB

2042

 

 

 

 

 

 

 

 

MONTERREY

2006

FEE

38.1

381,077

76.8

HEB

2047

 

 

 

 

 

 

 

 

MONTERREY  (11)

2008

FEE

18.3

183,296

39.1

HEB

2029

 

 

 

 

 

 

 

OAXACA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TUXTEPEC

2005

JOINT VENTURE

9.7

96,919

95.0

WAL-MART

2025

 

 

 

 

 

 

 

 

TUXTEPEC

2007

JOINT VENTURE

10.0

136,576

44.5

MM CINEMA

2018

 

 

 

 

 

 

 

QUINTANA ROO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CANCUN

2007

FEE

28.4

284,495

97.1

SUBURBIA

2025

 

CINEPOLIS

2021

 

 

 

 

 

CANCUN (11)

2008

FEE

26.3

262,781

59.3

CHEDRAUI GROCERY

2023

 

 

 

 

 

 

 

SAN LUIS POTOSI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SAN LUIS

2004

JOINT VENTURE

12.1

121,334

97.8

HEB

2019

 

 

 

 

 

 

 

SONORA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HERMOSILLO (11)

2008

FEE

9.9

521,763

44.6

SEARS

2020

2050

 

 

 

 

 

 

 

LOS MOCHIS (11)

2007

FEE

9.9

151,808

69.7

WAL-MART

2018

 

 

 

 

 

 

 

TAMAULIPAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALTAMIRA

2007

FEE

2.4

24,479

100.0

FAMSA

2020

 

 

 

 

 

 

 

 

MATAMOROS

2007

FEE

15.4

153,774

100.0

CINEPOLIS

2014

 

GIGANTE

2010

 

OFFICE DEPOT

2015

 

 

MATAMOROS

2007

FEE

1.1

10,900

100.0

WALDOS

2012

 

 

 

 

 

 

 

 

MATAMOROS

2007

FEE

1.1

10,835

100.0

WALDOS

2012

 

 

 

 

 

 

 

 

NUEVO LAREDO

2007

FEE

0.9

8,565

100.0

 

 

 

 

 

 

 

 

 

 

NUEVO LAREDO

2007

FEE

1.1

10,760

100.0

WALDOS

2012

 

 

 

 

 

 

 

 

NUEVO LAREDO

2006

FEE

44.2

442,065

75.8

WAL-MART

2022

2047

HOME DEPOT

2028

2043

CINEPOLIS

2023

 

 

REYNOSA

2004

JOINT VENTURE

37.5

374,567

97.3

HEB

2029

 

 

 

 

 

 

 

 

REYNOSA

2007

FEE

11.5

115,093

100.0

GIGANTE

2012

 

 

 

 

 

 

 

 

REYNOSA

2007

FEE

1.0

9,684

100.0

 

 

 

 

 

 

 

 

 

 

REYNOSA

2007

FEE

1.8

17,603

91.9

WALDOS

2012

 

 

 

 

 

 

 

 

RIO BRAVO

2007

FEE

1.0

9,673

100.0

 

 

 

 

 

 

 

 

 

 

RIO BRAVO (11)

2008

FEE

22.6

225,960

41.4

HEB

2028

 

 

 

 

 

 

 

 

TAMPICO

2007

FEE

1.6

16,162

100.0

 

 

 

 

 

 

 

 

 

VERACRUZ

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MINATITLAN

2007

FEE

2.0

19,847

100.0

WALDOS

2016

 

 

 

 

 

 

 

PERU

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIMA (11)

2008

FEE

1.3

13,000

53.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL 951 SHOPPING CENTER PROPERTY INTERESTS

 

14,984.7

137,565,207

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



38



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER PROPERTY INTERESTS

 

 

 

 

 

 

 

 

 

 

 

 

US PREFERRED EQUITY INVESTMENTS (RETAIL ASSETS ONLY)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALASKA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANCHORAGE (12)

2006

JOINT VENTURE

5.9

85,356

58.6

BED, BATH & BEYOND

2018

2038

 

 

 

 

 

 

ARIZONA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TUCSON

2006

JOINT VENTURE

57.3

514,989

90.5

LOEWS/CINEPLEX ODEON

2017

2037

BARNES & NOBLE

2012

2022

ROSS STORES INC

2013

2028

CALIFORNIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHATSWORTH

2003

JOINT VENTURE

6.8

75,875

100.0

KAHOOTS

2014

2024

SMART & FINAL

2014

2034

TRADER JOE'S COMPANY

2014

2029

 

HAWTHORNE

2004

JOINT VENTURE

0.5

21,507

100.0

OFFICE DEPOT

2019

2038

 

 

 

 

 

 

 

MALIBU

2007

JOINT VENTURE

1.9

21,248

100.0

 

 

 

 

 

 

 

 

 

 

MALIBU

2007

JOINT VENTURE

1.3

15,148

92.3

 

 

 

 

 

 

 

 

 

FLORIDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

APOPKA

2007

JOINT VENTURE

7.9

71,490

97.1

WINN DIXIE

2018

2038

 

 

 

 

 

 

 

CLEARWATER

2004

JOINT VENTURE

8.4

84,441

95.9

KASH N KARRY

2014

2034

WALGREEN'S

2014

 

 

 

 

 

DELRAY  BEACH (12)

2007

JOINT VENTURE

18.0

113,175

69.7

PUBLIX SUPERMARKETS, INC.

2011

2021

DELRAY SQUARE CINEMAS

2011

2011

 

 

 

 

DELTONA

2004

JOINT VENTURE

7.0

80,567

84.8

WINN DIXIE

2014

2029

PET SUPERMARKET

2014

2024

 

 

 

 

LOXAHATCHEE

2003

JOINT VENTURE

8.5

75,194

95.2

WINN DIXIE

2019

2054

 

 

 

 

 

 

 

MIAMI

2004

JOINT VENTURE

50.0

651,011

90.9

HOME DEPOT

2028

2058

TIGER DIRECT

2020

2020

AMC CINEMA

m/t/m

 

 

PEMBROKE PINES

2008

JOINT VENTURE

29.2

273,459

83.5

K-MART

2019

2069

FOOD LION

2014

2034

STANLEY KAPLAN

2020

2030

 

SARASOTA

2005

JOINT VENTURE

12.6

148,348

89.8

OFFICE DEPOT

2015

2025

PETSMART

2013

2033

JO-ANN FABRIC

2013

2018

 

SPRING HILL

2003

JOINT VENTURE

7.3

69,917

92.6

WINN DIXIE

2010

2035

 

 

 

 

 

 

 

TAMPA

2004

JOINT VENTURE

11.4

100,538

100.0

KASH N KARRY

2015

2035

US POSTAL SERVICE

2010

 

TRANSPORTER PC USA

2016

2023

 

WELLINGTON

2002

JOINT VENTURE

18.7

171,955

83.1

ACE HARDWARE

2018

2033

BEALL'S

2018

2033

WALGREEN'S

2029

 

GEORGIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MOULTRIE

2006

JOINT VENTURE

22.4

192,664

97.1

WAL MART

2017

2047

 

 

 

 

 

 

ILLINOIS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LANSING

2005

JOINT VENTURE

52.8

320,331

86.8

WAL-MART

2020

2070

OFFICE DEPOT

2012

2037

CITI TRENDS INC

2011

2020

IOWA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEST DES MOINES

2006

JOINT VENTURE

7.6

53,423

70.7

 

 

 

 

 

 

 

 

 

KENTUCKY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOUISVILLE

2006

JOINT VENTURE

36.3

151,369

77.2

TOYS R US

2011

2046

TJ MAXX

2011

2021

PETSMART

2018

2028

LOUISIANA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LAFAYETTE

2007

JOINT VENTURE

12.9

29,405

92.1

 

 

 

 

 

 

 

 

 

 

LAKE CHARLES

2007

JOINT VENTURE

17.3

126,601

98.8

MARSHALL'S

2012

2027

ROSS STORES INC

2014

2029

BED, BATH & BEYOND

2014

2034

 

SHREVEPORT

2005

JOINT VENTURE

18.4

93,669

97.0

OFFICE MAX

2012

2032

BARNES & NOBLE

2013

2028

OLD NAVY

2012

2012

 

SHREVEPORT

2006

JOINT VENTURE

8.4

78,591

89.2

MICHAELS

2014

2034

DOLLAR TREE

2015

2025

 

 

 

MASSACHUSETTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HAVERHILL

2006

JOINT VENTURE

6.9

63,203

97.1

CVS

2012

2017

 

 

 

 

 

 

 

CAMBRIDGE

2006

JOINT VENTURE

1.1

37,765

63.1

 

 

 

 

 

 

 

 

 

MISSISSIPPI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RIDGELAND

2005

JOINT VENTURE

3.3

41,759

70.0

 

 

 

 

 

 

 

 

 

 

RIDGELAND

2005

JOINT VENTURE

3.8

64,184

74.1

PARTY CITY

2014

2019

PIER 1 IMPORTS

2012

2017

 

 

 

 

RIDGELAND

2005

JOINT VENTURE

6.0

81,626

100.0

ACADEMY SPORTS

2020

2030

 

 

 

 

 

 

NEW HAMPSHIRE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LANCASTER

2006

JOINT VENTURE

10.8

50,080

100.0

SHAW'S SUPERMARKET

2018

2048

 

 

 

 

 

 

 

LITTLETON

2006

JOINT VENTURE

43.0

34,583

100.0

STAPLES

2015

2020

 

 

 

 

 

 

 

NEWPORT

2006

JOINT VENTURE

20.0

116,828

94.5

OCEAN STATE JOB LOT

2011

2031

SHAW'S SUPERMARKET

2015

2031

 

 

 

 

WOODSVILLE

2006

JOINT VENTURE

1.7

11,180

100.0

RITE AID

2017

2042

 

 

 

 

 

 

 

WOODSVILLE

2006

JOINT VENTURE

3.5

39,000

100.0

SHAW'S SUPERMARKET

2015

2030

 

 

 

 

 

 

NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WHITING

2007

JOINT VENTURE

26.7

99,798

93.3

STOP 'N SHOP

2026

2046

 

 

 

 

 

 

NEW YORK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PORT JEFFERSON

2007

JOINT VENTURE

7.0

65,083

92.0

GIUNTA'S MEAT FARM SUPERMARKET

2011

2016

 

 

 

 

 

 

TENNESSEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COOKEVILLE

2007

JOINT VENTURE

37.6

211,483

75.9

FOOD LION

2028

2048

TJ MAXX

2014

2034

BOOK A MILLION

2017

2037



39



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TEXAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AUSTIN

2006

JOINT VENTURE

19.8

207,578

97.7

ACADEMY SPORTS

2012

2022

PACIFIC RESOURCES ASSOC.

2011

2031

GOLD'S TEXAS  HOLDINGS

2017

2022

 

AUSTIN

2006

JOINT VENTURE

10.9

131,039

96.9

24 HOUR FITNESS

2024

2034

GAITTLAND

2011

2026

DOLLAR TREE

2011

2025

 

AUSTIN

2004

JOINT VENTURE

20.0

97,845

96.8

OSHMAN'S

2014

2029

BED BATH & BEYOND

2014

2029

 

 

 

 

AUSTIN

2005

JOINT VENTURE

15.6

178,700

73.8

GOLD'S TEXAS  HOLDINGS, L.P.

2014

2019

MONARCH EVENTS

2017

2027

HEB GROCERY COMPANY

2011

2013

 

AUSTIN

2006

JOINT VENTURE

4.2

40,000

100.0

DAVE AND BUSTERS

2019

2034

 

 

 

 

 

 

 

AUSTIN

2006

JOINT VENTURE

10.2

88,829

100.0

BARNES & NOBLE

2014

2029

PETCO

2011

2021

 

 

 

 

AUSTIN

2006

JOINT VENTURE

4.8

55,659

92.8

CONN'S ELECTRIC

2010

2020

 

 

 

 

 

 

 

CARROLLTON

2006

JOINT VENTURE

2.0

18,740

85.5

 

 

 

 

 

 

 

 

 

 

GEORGETOWN

2005

JOINT VENTURE

12.1

115,416

87.1

DOLLAR TREE

2010

2025

GEORGETOWN FITNESS

2014

2014

CVS

2014

2019

 

KILLEEN (11)

2006

JOINT VENTURE

3.0

14,576

100.0

 

 

 

 

 

 

 

 

 

 

LAKE JACKSON (11)

2006

JOINT VENTURE

8.0

28,919

100.0

 

 

 

 

 

 

 

 

 

 

RICHARDSON

2007

JOINT VENTURE

4.8

52,039

74.2

 

 

 

 

 

 

 

 

 

 

SOUTHLAKE

2005

JOINT VENTURE

15.1

132,609

92.9

HOBBY LOBBY

2021

2031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CANADA PREFERRED EQUITY INVESTMENTS (RETAIL ASSETS ONLY)

 

 

 

 

 

 

 

 

 

 

 

 

ALBERTA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CALGARY

2005

JOINT VENTURE

0.3

6,308

100.0

 

 

 

 

 

 

 

 

 

 

CALGARY

2004

JOINT VENTURE

9.0

172,032

83.1

WINNERS APPAREL LTD.

2012

2022

DOLLAR GIANT STORE

2016

2026

WHOLESALE SPORTS

2010

none

 

CALGARY

2004

JOINT VENTURE

10.0

127,777

100.0

BEST BUY CANADA LTD.

2014

2034

WINNERS MERCHANTS INT. LP

2014

2025

NOVA SCOTIA COMPANY

2015

2035

 

EDMONTON (12)

2007

JOINT VENTURE

17.9

257,109

76.4

T & T SUPERMARKET

2024

2044

LONDON DRUGS LTD.

2015

2035

BED BATH & BEYOND

2020

2040

 

HINTON

2004

JOINT VENTURE

18.5

137,382

83.4

WAL-MART CANADA CORP.

2011

2036

CANADA SAFEWAY

2010

2045

 

 

 

 

LETHBRIDGE

2005

JOINT VENTURE

0.3

7,226

100.0

 

 

 

 

 

 

 

 

 

 

LETHBRIDGE

2005

JOINT VENTURE

0.2

4,000

100.0

 

 

 

 

 

 

 

 

 

 

LETHBRIDGE

2006

JOINT VENTURE

25.6

382,025

97.7

ZELLERS

2023

2078

CANADIAN TIRE

2024

2029

SAVE ON FOOD & DRUGS

2011

2031

BRITISH COLUMBIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100 MILE HOUSE

2004

JOINT VENTURE

7.2

69,051

97.7

SAVE ON FOOD & DRUGS

2015

2035

D&W MANAGEMENT

2013

2018

 

 

 

 

BURNABY

2005

JOINT VENTURE

0.6

8,788

100.0

 

 

 

 

 

 

 

 

 

 

COURTENAY

2005

JOINT VENTURE

0.3

4,024

100.0

 

 

 

 

 

 

 

 

 

 

GIBSONS

2004

JOINT VENTURE

10.3

141,514

78.7

LONDON DRUGS LTD.

2021

2031

SUPER VALU

2012

2012

CHEVRON CANADA LTD.

2017

2022

 

KAMLOOPS (11)

2005

JOINT VENTURE

9.7

126,152

100.0

WINNERS

2016

2031

JYSK

2016

2034

BANK OF MONTREAL

2017

2032

 

LANGLEY

2004

JOINT VENTURE

7.6

34,832

88.3

 

 

 

 

 

 

 

 

 

 

PORT ALBERNI

2004

JOINT VENTURE

2.5

34,518

100.0

BUY-LOW FOODS

2012

2027

 

 

 

 

 

 

 

PRINCE GEORGE

2004

JOINT VENTURE

8.0

83,405

100.0

SAVE ON FOOD & DRUGS

2011

2033

SHOPPERS REALTY INC.

2014

2044

 

 

 

 

SURREY

2004

JOINT VENTURE

8.0

104,198

96.5

SAFEWAY STORE #184

2012

2033

NEW HOLLYWOOD THEATRE

2013

2023

 

 

 

 

TRAIL

2004

JOINT VENTURE

15.9

182,000

91.9

ZELLERS

2014

2019

EXTRA FOODS

2014

2044

 

 

 

 

VANCOUVER

2004

JOINT VENTURE

3.0

35,956

96.5

 

 

 

 

 

 

 

 

 

 

WESTBANK

2004

JOINT VENTURE

9.7

111,610

97.5

SAVE ON FOOD & DRUGS

2017

2037

SHOPPER'S DRUGMART

2015

2045

G&G HARDWARE

2011

2021

 

WESTBANK  (11)

2006

JOINT VENTURE

25.9

48,212

100.0

STAPLES

2022

2037

 

 

 

 

 

 

MANITOBA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WINNIPEG

2005

JOINT VENTURE

0.4

4,200

100.0

 

 

 

 

 

 

 

 

 

NEW BRUNSWICK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FREDERICTON

2005

JOINT VENTURE

0.6

6,742

100.0

 

 

 

 

 

 

 

 

 

 

MONCTON

2005

JOINT VENTURE

0.4

4,655

100.0

 

 

 

 

 

 

 

 

 

NEWFOUNDLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ST. JOHN'S

2006

JOINT VENTURE

25.8

423,038

71.7

CONVERGYS CALL CENTRE

2016

2019

HART

2018

2043

LABELS

2018

2027

ONTARIO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BARRIE

2005

JOINT VENTURE

1.1

4,748

100.0

 

 

 

 

 

 

 

 

 

 

BARRIE

2005

JOINT VENTURE

1.6

1,680

100.0

 

 

 

 

 

 

 

 

 

 

BARRIE

2005

JOINT VENTURE

1.6

6,897

76.1

 

 

 

 

 

 

 

 

 

 

BRANTFORD

2005

JOINT VENTURE

0.8

12,894

58.0

 

 

 

 

 

 

 

 

 

 

BURLINGTON

2005

JOINT VENTURE

0.8

9,126

100.0

 

 

 

 

 

 

 

 

 

 

CAMBRIDGE

2005

JOINT VENTURE

1.3

15,730

77.0

 

 

 

 

 

 

 

 

 

 

CORNWALL

2005

JOINT VENTURE

0.3

4,000

100.0

 

 

 

 

 

 

 

 

 

 

GUELPH

2005

JOINT VENTURE

0.8

3,600

100.0

 

 

 

 

 

 

 

 

 



40



Table of Contents


LOCATION

YEAR DEVELOPED OR ACQUIRED

OWNERSHIP INTEREST/
(EXPIRATION)(2)

LAND AREA (ACRES)

LEASABLE AREA
(SQ. FT.)  

PERCENT LEASED (1)

MAJOR LEASES

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

TENANT NAME

LEASE
EXPIRATION

OPTION
EXPIRATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HAMILTON

2005

JOINT VENTURE

0.3

6,500

100.0

 

 

 

 

 

 

 

 

 

 

HAMILTON

2005

JOINT VENTURE

0.5

10,441

88.3

 

 

 

 

 

 

 

 

 

 

HAMILTON

2005

JOINT VENTURE

0.3

4,125

100.0

 

 

 

 

 

 

 

 

 

 

KITCHENER

2006

JOINT VENTURE

2.0

13,450

100.0

 

 

 

 

 

 

 

 

 

 

KITCHENER

2006

JOINT VENTURE

5.0

66,747

89.2

SOBEY'S

2012

2027

 

 

 

 

 

 

 

LONDON

2005

JOINT VENTURE

0.4

8,152

0.0

 

 

 

 

 

 

 

 

 

 

LONDON

2005

JOINT VENTURE

0.6

5,700

100.0

 

 

 

 

 

 

 

 

 

 

LONDON

2004

JOINT VENTURE

6.9

86,612

94.5

EMPIRE THEATRES

2015

2035

 

 

 

 

 

 

 

MILTON (11)

2007

JOINT VENTURE

36.5

-

0.0

 

 

 

 

 

 

 

 

 

 

MISSISSAUGA

2005

JOINT VENTURE

1.8

31,091

100.0

ESTATE HARDWOOD

2010

2015

 

 

 

 

 

 

 

NORTH BAY

2005

JOINT VENTURE

0.5

6,666

100.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

2005

JOINT VENTURE

0.3

4,448

100.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

1.5

26,530

73.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

5.0

46,400

100.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

2.6

39,840

83.4

ORMES FURNITURE

2010

2015

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

9.1

3,400

100.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

0.6

11,133

57.6

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

2.7

31,001

100.0

LOEB CANADA INC

2012

2027

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

1.1

12,287

100.0

 

 

 

 

 

 

 

 

 

 

OTTAWA

2007

JOINT VENTURE

0.2

11,265

100.0

 

 

 

 

 

 

 

 

 

 

ST. CATHERINES

2005

JOINT VENTURE

3.0

38,934

92.7

 

 

 

 

 

 

 

 

 

 

ST. CATHERINES

2005

JOINT VENTURE

0.3

5,418

100.0

 

 

 

 

 

 

 

 

 

 

ST. THOMAS

2005

JOINT VENTURE

0.2

3,595

100.0

 

 

 

 

 

 

 

 

 

 

SUDBURY

2005

JOINT VENTURE

0.6

9,643

100.0

 

 

 

 

 

 

 

 

 

 

SUDBURY

2006

JOINT VENTURE

5.4

40,128

100.0

VALUE VILLAGE

2011

2026

LIQUIDATION WORLD

2012

2012

 

 

 

 

WATERLOO

2005

JOINT VENTURE

0.6

5,274

100.0

 

 

 

 

 

 

 

 

 

 

WATERLOO (11)

2005

JOINT VENTURE

10.0

46,495

100.0

SHOPPER'S DRUG MART

2022

2037

MARK'S WORK WEARHOUSE

2018

2028

 

 

 

QUEBEC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALMA

2004

JOINT VENTURE

36.1

321,822

96.2

ZELLERS

2014

2094

SEARS

2011

2026

IGA

2028

2035

 

CHANDLER

2004

JOINT VENTURE

20.1

116,533

97.4

HART STORES

2014

2024

MCDONALD'S

2015

2025

METRO  

2015

2020

 

GASPE

2004

JOINT VENTURE

15.2

142,662

97.4

CANADIAN TIRE

2021

2046

SOBEYS STORES LTD

2015

2030

HART STORES

2011

2021

 

JONQUIERE

2004

JOINT VENTURE

25.2

247,788

93.9

ZELLERS

2014

2094

SUPER C GROCERIES

2010

2020

ROSSY

2016

2019

 

LAMALBAIE

2006

JOINT VENTURE

9.2

117,422

92.0

HART STORES

2010

2010

METRO RICHELIEU

2016

2026

CANADIAN TIRE

2013

2013

 

LAURIER STATION

2006

JOINT VENTURE

3.2

37,408

99.3

PROVIGO

2010

 

MAGASIN'S KORVETTE

2014

2019

 

 

 

 

MONTREAL (11)

2006

JOINT VENTURE

232.0

573,237

100.0

ZELLERS

2026

2056

THE BRICK

2026

2036

TOYS R US

2021

2041

 

ROBERVAL

2004

JOINT VENTURE

3.7

126,514

95.3

IGA

2021

2046

ROSSY

2015

2015

 

 

 

 

SAGUENAY

2004

JOINT VENTURE

13.5

227,813

90.6

ZELLERS

2013

2013

CLEMENT LTEE

2018

 

L'AUBAINERIE CONCEPT

2016

2026

 

ST. AUGUSTIN-DE-DESMAURES

2006

JOINT VENTURE

4.7

52,705

96.7

PROVIGO

2014

2024

 

 

 

 

 

 

 

ST. JEROME

2007

JOINT VENTURE

6.0

82,391

98.8

MAXI (PROVIGO)

2012

2022

PHARMACIE BRUNET

2013

2023

DOLLARAMA

2010

2010

 

STE. EUSTACHE

2005

JOINT VENTURE

6.6

69,104

85.3

MAXI (PROVIGO)

2022

2042

SHOPPERS DRUG MART

2023

2033

 

 

 

 

STE. EUSTACHE

2005

JOINT VENTURE

2.4

69,104

85.3

 

 

 

 

 

 

 

 

 

 

VICTORIAVILLE

2008

JOINT VENTURE

30.8

373,358

64.7

CANADIAN TIRE

2015

2035

METRO

2023

 

ROSSY

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL 125 PREFERRED EQUITY PROPERTY INTERESTS (RETAIL ASSETS ONLY)

1,463.4

11,407,357

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER REAL ESTATEMENT INVESTMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RETAIL STORE LEASES (13)

1995/1997

LEASEHOLD

-

1,464,894

92.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AI PORTFOLIO (VARIOUS CITIES)

2005

JOINT VENTURE

213.2

9,308,353

85.8

 

 

 

 

 

 

 

 

 

 

NON-RETAIL 259 ASSETS

VARIOUS

VARIOUS

209.2

9,131,500

100.0

 

 

 

 

 

 

 

 

 

 

OTHER 36 PROPERTY INTERESTS

VARIOUS

VARIOUS

52.2

2,276,961

100.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GRAND TOTAL 1464 PROPERTY INTERESTS (14)

 

16,922.2

171,154,272

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



41



Table of Contents


(1)

PERCENT LEASED INFORMATION AS OF DECEMBER 31, 2009.

(2)

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

(3)

DENOTES PROPERTY INTEREST IN KIMPRU.

(4)

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

(5)

DENOTES PROPERTY INTEREST IN UBS.

(6)

DENOTES PROPERTY INTEREST IN KIMCO INCOME FUND I.

(7)

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

(8)

DENOTES PROPERTY INTEREST IN OTHER INSTITUTIONAL PROGRAMS.

(9)

DENOTES PROPERTY INTEREST IN SEB IMMOBILIEN

(10)

DENOTES PROPERTY INTEREST IN OTHER US JOINT VENTURES

(11)

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

(12)

DENOTES REDEVELOPMENT PROJECT.

(13)

THE COMPANY HOLDS INTERESTS IN 16 RETAIL STORE LEASES RELATED TO THE ANCHOR STORE PREMISES IN NEIGHBORHOOD AND COMMUNITY SHOPPING CENTERS.

(14)

DOES NOT INCLUDE 49 NEWKIRK PROPERTIES CONSISTING OF 2.5 MILLION SQUARE FEET,  402 NET LEASED PROPERTIES WITH 2.3 MILLION SQUARE FEET AND 1.0 MILLION SQUARE FEET OF PROJECTED LEASEABLE AREA RELATED TO THE PREFERRED EQUITY GROUND-UP DEVELOPMENT PROJECTS.




42



Table of Contents

Executive Officers of the Registrant


The following table sets forth information with respect to the executive officers of the Company as of February 26, 2010.


Name

Age

Position

Since

 

 

 

 

Milton Cooper

80

Executive Chairman of the Board of Directors

1991

 

 

 

 

David B. Henry

60

Chief Executive Officer,

2009

 

 

President,

2008

 

 

Vice Chairman of the Board of Directors and Chief Investment Officer

2001

 

 

 

 

David Lukes

40

Executive Vice President -

2008

 

 

Chief Operating Officer

 

 

 

 

 

Michael V. Pappagallo

50

Chief Administrative Officer

2008

 

 

Executive Vice President -

2005

 

 

Chief Financial Officer

1997

 

 

 

 

Glenn G. Cohen

46

Senior Vice President -

 

 

 

Chief Accounting Officer

2008

 

 

and Treasurer

1997


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




43



Table of Contents

PART II


Item 5.  Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Market Information  The following sets forth the common stock offerings completed by the Company during the three-year period ended December 31, 2009.  The Company’s common stock (“Common Stock”) was sold for cash at the following offering price per share:


Offering Date

 

Offering Price

September 2008

$

37.10

April 2009

$

7.10

December 2009

$

12.50


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


 

Stock Price

 

Period

High

Low

Dividends

2008:

 

 

 

First Quarter

$40.18

$29.00

$0.40

Second Quarter

$42.30

$34.20

$0.40

Third Quarter

$47.80

$29.54

$0.44

Fourth Quarter

$37.06

$9.56

$0.44  (a)

 

 

 

 

2009:

 

 

 

First Quarter

$20.90

$ 6.33

$0.44

Second Quarter

$12.98

$ 7.03

$0.06

Third Quarter

$15.87

$ 8.16

$0.06

Fourth Quarter

$14.22

$11.54

$0.16 (b)


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

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


Holders  The number of holders of record of the Company's common stock, par value $0.01 per share, was 3,342 as of January 31, 2010.


Dividends  Since the IPO, the Company has paid regular quarterly dividends to its stockholders. While the Company intends to continue paying regular quarterly dividends, future dividend declarations will be at the discretion of the Board of Directors and will depend on the actual cash flow of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor sources of capital and evaluate the impact of the economy on operating fundamentals.  The Company is required by the Internal Revenue Code of 1986, as amended, to distribute at least 90% of its REIT taxable income. The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from rental properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to the Company, the ability to refinance near-term debt maturities and any unanticipated capital expenditures.


The Company has determined that the $1.00 dividend per common share paid during 2009 represented 72% ordinary income and a 28% return of capital to its stockholders.  The $1.64 dividend per common share paid during 2008 represented 69% ordinary income, 19% in capital gains and a 12% return of capital to its stockholders.


In addition to its Common Stock offerings, the Company has capitalized the growth in its business through the issuance of unsecured fixed and floating-rate medium-term notes, underwritten bonds, mortgage debt and construction loans, convertible preferred stock and perpetual preferred stock.  Borrowings under the Company's revolving credit facilities have also been an

interim source of funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements.  The various instruments governing the Company's issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company with regard to dividends, voting, liquidation



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and other preferential rights available to the holders of such instruments.  See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Notes 11 and 17 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.


The Company does not believe that the preferential rights available to the holders of its Class F Preferred Stock and Class G Preferred Stock, the financial covenants contained in its public bond indentures, as amended, or its revolving credit agreements will have an adverse impact on the Company's ability to pay dividends in the normal course to its common stockholders or to distribute amounts necessary to maintain its qualification as a REIT.


The Company maintains a dividend reinvestment and direct stock purchase plan (the "Plan") pursuant to which common and preferred stockholders and other interested investors may elect to automatically reinvest their dividends to purchase shares of the Company’s common stock or, through optional cash payments, purchase shares of the Company’s common stock.  The Company may, from time-to-time, either (i) purchase shares of its common stock in the open market or (ii) issue new shares of its common stock for the purpose of fulfilling its obligations under the Plan.


Total Stockholder Return Performance  The following performance chart compares, over the five years ended December 31, 2009, the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the S&P 500 Index and the cumulative total return of the NAREIT Equity REIT Total Return Index (the "NAREIT Equity Index") prepared and published by the National Association of Real Estate Investment Trusts ("NAREIT").  Equity real estate investment trusts are defined as those which derive more than 75% of their income from equity investments in real estate assets.  The NAREIT Equity Index includes all tax qualified equity real estate investment trusts listed on the New York Stock Exchange, American Stock Exchange or the NASDAQ National Market System.  Stockholder return performance, presented quarterly for the five years ended December 31, 2009, is not necessarily indicative of future results.  All stockholder return performance assumes the reinvestment of dividends.  The information in this paragraph and the following performance chart are deemed to be furnished, not filed.


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Item 6.  Selected Financial Data


The following table sets forth selected, historical, consolidated financial data for the Company and should be read in conjunction with the Consolidated Financial Statements of the Company and Notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this annual report on Form 10-K.


The Company believes that the book value of its real estate assets, which reflects the historical costs of such real estate assets less accumulated depreciation, is not indicative of the current market value of its properties.  Historical operating results are not necessarily indicative of future operating performance.



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Year ended December 31,   (2)

 

 

2009

 

2008

 

2007

 

2006

 

2005

 

 

(in thousands, except per share information)

Operating Data:

 

 

 

 

 

 

 

 

 

 

Revenues from rental property (1)

$

786,887 

$

758,704 

$

674,534 

$

580,551 

$

494,467 

Interest expense (3)

$

209,879 

$

212,591 

$

213,086 

$

170,079 

$

125,825 

Depreciation and amortization (3)

$

227,729 

$

206,002 

$

190,116 

$

140,573 

$

102,519 

Gain on sale of development properties

$

5,751 

$

36,565 

$

40,099 

$

37,276 

$

33,636 

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

$

3,867 

$

1,782 

$

2,708 

$

2,460 

$

2,833 

Benefit for income taxes (4)

$

36,388 

$

12,974 

$

30,346 

$

$

Provision for income taxes (5)

$

$

$

$

17,253 

$

10,989 

Impairment charges (6)

$

175,087 

$

147,529 

$

13,796 

$

$

(Loss)/income from continuing operations (7)

$

(4,050)

$

225,186 

$

358,991 

$

342,790 

$

321,646 

(Loss)/income per common share, from continuing operations:

 

 

 

 

 

 

 

 

 

 

    Basic

$

(0.15)

$

0.69 

$

1.35 

$

1.38 

$

1.37 

    Diluted

$

(0.15)

$

0.69 

$

1.32 

$

1.35 

$

1.34 

Weighted average number of shares of common stock:

 

 

 

 

 

 

 

 

 

 

    Basic

 

350,077 

 

257,811 

 

252,129 

 

239,552 

 

226,641 

    Diluted

 

350,077 

 

258,843 

 

257,058 

 

244,615 

 

230,868 

Cash dividends declared per common share

$

0.72 

$

1.68 

$

1.52 

$

1.38 

$

1.27 

 

 

 

 

 

 

 

 

 

 

 


 

 

December 31,

 

 

2009

 

2008

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

Real estate, before accumulated depreciation

$

8,882,341 

 

7,818,916 

 

7,325,035 

 

6,001,319 

 

4,560,406 

Total assets

$

10,162,205 

 

9,397,147 

 

9,097,816 

 

7,869,280 

 

5,534,636 

Total debt

$

4,434,383 

 

4,556,646 

 

4,216,415 

 

3,587,243 

 

2,691,196 

Total stockholders' equity

$

4,852,973 

 

3,983,698 

 

3,894,225 

 

3,366,826 

 

2,387,214 

 

 

 

 

 

 

 

 

 

 

 

Cash flow provided by operations

$

403,582 

 

567,599 

 

665,989 

 

455,569 

 

410,797 

Cash flow used for investing activities

$

(343,236)

 

(781,350)

 

(1,507,611)

 

(246,221)

 

(716,015)

Cash flow provided by (used for) financing activities

$

(74,465)

 

262,429 

 

584,056 

 

59,444 

 

343,271 


(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, 2009, 2008, 2007, 2006 and 2005  and properties classified as held for sale as of December 31, 2009, which are reflected in discontinued operations in the Consolidated Statements of Operations.

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

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

(5)   Amounts include income taxes related to gain on transfer/sale of operating properties.

(6)   Amounts exclude noncontrolling interest

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





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Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations


The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this annual report on Form 10-K.  Historical results and percentage relationships set forth in the Consolidated Statements of Operations contained in the Consolidated Financial Statements, including trends which might appear, should not be taken as indicative of future operations.


Executive Summary


Kimco Realty Corporation is one of the nation’s largest publicly-traded owners and operators of neighborhood and community shopping centers.  As of December 31, 2009, the Company had interests in 1915 properties, totaling approximately 176.9 million square feet of GLA located in 45 states, Puerto Rico, Canada, Mexico, Chile, Brazil and Peru.


The Company is self-administered and self-managed through present management, which has owned and managed neighborhood and community shopping centers for over 50 years. The executive officers are engaged in the day-to-day management and operation of real estate exclusively with the Company, with nearly all operating functions, including leasing, asset management, maintenance, construction, legal, finance and accounting, administered by the Company.


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


The Company continually evaluates its debt maturities, and, based on management’s current assessment, believes it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results.  Although the credit environment remains volatile, the Company continues to pursue opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks.  The Company has noticed a trend that the approval process from mortgage lenders has slowed, while pricing and loan-to-value ratios remain dependent on specific deal terms, in general, spreads are higher and loan-to-values are lower, but the lenders are continuing to complete financing agreements.  During the second half of 2009, the unsecured public debt markets became accessible for certain REITs and the Company successfully issued $300.0 million 6.875% 10-year unsecured Senior Notes.  Moreover, the Company continues to assess 2010 and beyond to ensure the Company is prepared if the current credit market dislocation continues.


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


The decline in market conditions has also had a negative effect on real estate transactional activity as it relates to the acquisition and sale of real estate assets. The Company believes that the lack of real estate transactions will most likely continue throughout 2010 which may curtail the Company’s growth in the near term.


During 2009, the Company recognized non-cash impairment charges of approximately $175.1 million, before income taxes and noncontrolling interest, relating to adjustments to property carrying values, investments in real estate joint ventures, real estate under development and other real estate investments.  Ongoing adverse market and economic conditions could cause us to recognize additional impairments in the future.  



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Critical Accounting Policies


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


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


Revenue Recognition and Accounts Receivable


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


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


Real Estate


The Company’s investments in real estate properties are stated at cost, less accumulated depreciation and amortization.  Expenditures for maintenance and repairs are charged to operations as incurred.  Significant renovations and replacements, which improve and extend the life of the asset, are capitalized.


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



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


Buildings and building improvements

 

15 to 50 years

Fixtures, leasehold and tenant improvements

 

Terms of leases or useful

(including certain identified intangible assets)

 

lives, whichever is shorter


The Company is required to make subjective assessments as to the useful lives of its properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties.  These assessments have a direct impact on the Company’s net earnings.


Real estate under development on the Company’s Consolidated Balance Sheets represents ground-up development of neighborhood and community shopping center projects which may be subsequently sold upon completion or which the Company may hold as long-term investments. These assets are carried at cost.  The cost of land and buildings under development includes specifically identifiable costs.  The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of development.  The Company ceases cost capitalization when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity.  A gain on the sale of these assets is generally recognized using the full accrual method in accordance with the provisions of the FASB’s real estate sales guidance.


On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired.  A property value is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and without interest charges) of the property over its remaining useful life is less than the net carrying value of the property.  Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors.  To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property.


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


Investments in Unconsolidated Joint Ventures


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


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


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



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


Marketable Securities


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


All debt securities are generally classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity.  Held-to–maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity.  Debt securities which contain conversion features are generally classified as available-for-sale.


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


Realizability of Deferred Tax Assets


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 Realty Corporation (“FNC”) and Blue Ridge Real Estate Company/Big Boulder Corporation, (“Blue Ridge”).


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


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


The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed.  Information about an enterprise's current financial position and its results of operations for the current and preceding years is supplemented by all currently available information about future years.  Sometimes, however, historical information may not be as relevant (for example, if there has been a significant, recent change in circumstances) and special attention is required.


Future realization of the tax benefit of an existing deductible temporary difference or carryforward ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward period available under the tax law. The following four possible sources of taxable income may be available under the tax law to realize a tax benefit for deductible temporary differences and carryforwards. These include (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carryforwards, (iii) taxable income in prior carrybackyear(s) if carry back is permitted under the relevant tax law and (iv) tax-planning strategies that would, if necessary, be implemented.


Evidence available about each of those possible sources of taxable income will vary for different tax jurisdictions and, possibly, from year to year.  To the extent evidence about one or more sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered.  Consideration of each source is required, however, to determine the amount of the valuation allowance that is recognized for deferred tax assets.



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


As of December 31, 2009, the Company had net deferred tax assets of approximately $86.3 million. This net deferred tax asset includes approximately $12.0 million for the tax effect of net operating losses, (“NOL”) after the impact of a valuation allowance of $33.8 million, relating to FNC, a consolidated entity in which the Company has a 53% ownership interest. The partial valuation allowance on the FNC deferred tax asset primarily results from current projected taxable income, being more likely than not, insufficient to utilize the full amount of the deferred tax asset. The Company’s remaining net deferred tax asset of approximately $74.3 million primarily relates to KRS and consists of (i) $13.8 million in deferred tax liabilities, (ii) $9.8 million in NOL carryforwards that expire in 2029, (iii) $6.3 million in tax credit carryforwards, $4.0 million of which expire in 2029 and $2.3 million that do not expire  and (iv) $72.0 million primarily relating to differences in GAAP book basis and tax basis of accounting for (i) real estate assets (ii) real estate joint ventures, (iii) other real estate investments, and (iv) asset impairments charges that have been recorded for book purposes but not yet recognized for tax purposes and (v) other miscellaneous deductible temporary differences.


As of December 31, 2009, the Company determined that no valuation allowance was needed against the $74.3 million net deferred tax asset within KRS. This determination was based upon the Company's analysis of both positive evidence, which includes future projected income for KRS and negative evidence, which consists of a three year cumulative pretax book loss of approximately $23.0 million for KRS. The cumulative loss was primarily the result of significant impairment charges taken by KRS during 2009 and 2008 of approximately $91.7 million and approximately $82.2 million, respectively. KRS has a strong earnings history exclusive of the impairment charges. Since 2001, KRS has produced substantial taxable income in each year through 2008. Over the prior three years (2006 through 2008) KRS generated approximately $69.3 million of taxable income, before net operating loss carryovers.


To determine future projected income the Company scheduled KRS’s pre-tax book income and taxable income over a twenty year period taking into account its continuing operations (“core earnings”).  Core earnings consist of estimated net operating income for properties currently in service and generating rental income from existing tenants. Major lease turnover is not expected in these properties as these properties were generally constructed and leased within the past two years. To allow the forecast to remain objective and verifiable, no income growth was forecasted for any other aspect of KRS’s continuing business activities including its investment in the Albertson’s joint venture. The Company also included future known events in its projected income forecast such as the maturity of certain mortgages and construction loans which will significantly reduce the amount of interest expense incurred in future years. Additionally, the Company has also committed to certain actions which will result in reducing leverage at KRS. With the Company’s change in its merchant building strategy, future business operations at KRS will not support its current capital structure which consists of approximately $564 million of intercompany loans the Company has made to KRS to fund its merchant building operation.  KRS incurred approximately $32.1 million of interest expense related to the intercompany financing during 2009. The Company will recapitalize a significant portion of the debt to reflect KRS’s ongoing business activities.  The twenty year taxable income estimate reduces intercompany interest in accordance with this plan.


The Company’s projection of KRS’s future taxable income, utilizing the assumptions above with respect to core earnings and reductions in interest expense due to debt maturities and the Company’s recapitalization plans, generates approximately $205.2 million in future taxable income which is sufficient to fully utilize KRS’s $74.3 million net deferred tax asset. As a result of this analysis the Company has determined it is more likely than not that KRS’s net deferred tax asset of $74.3 million will be realized and therefore, no valuation allowance is needed at December 31, 2009. If future income projections do not occur as forecasted or the Company incurs additional impairment losses, the Company will reevaluate the need for a valuation allowance.


Results of Operations


 

 

2009

 

2008

 

Increase/
(Decrease)

 

% change

 

 

(all amounts in millions)

 

 

Revenues from rental property (1)

$

786.9

$

 758.7

$

28.2

 

 3.7%

Rental property expenses: (2)

 

 

 

 

 

 

 

 

Rent

$

14.1

$

13.4

$

0.7

 

5.2%

Real estate taxes

 

112.4

 

98.0

 

14.4

 

14.7%

Operating and maintenance

 

110.1

 

104.7

 

5.4

 

5.2%

 

$

236.6

$

216.1

$

20.5

 

9.5%

Depreciation and amortization (3)

$

227.7

$

206.0

$

21.7

 

10.5%




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(1)

Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during 2008 and 2009, providing incremental revenues for the year ended December 31, 2009 of $29.3 million, as compared to the corresponding period in 2008 and (ii) the completion of certain development and redevelopment projects and tenant buyouts providing incremental revenues of approximately $7.4 million, for the year ended December 31, 2009, as compared to the corresponding period in 2008, which was partially offset by (iii) a decrease in revenues of approximately $8.5 million for the year ended December 31, 2009, as compared to the corresponding period in 2008, primarily resulting from the sale of certain properties during 2008 and 2009, and (iv) an overall occupancy decrease from the consolidated shopping center portfolio from 93.1% at December 31, 2008 to 92.2% at December 31, 2009.


(2)

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


(3)

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


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


Management and other fee income decreased approximately $5.2 million for the year ended December 31, 2009, as compared to the corresponding period in 2008. This decrease is primarily due to a decrease in property management fees of approximately $5.8 million for 2009, due to lower revenues attributable to lower occupancy and the sale of certain properties during 2008 and 2009, partially offset by an increase in other transaction related fees of approximately $0.6 million recognized during 2009.    


General and administrative expenses decreased approximately $6.1 million for the year ended December 31, 2009, as compared to the corresponding period in 2008. This decrease is primarily due to a reduction in force during 2009 as a result of implementing the Company’s core business strategy of focusing on owning and operating shopping centers and a shift away from certain non-strategic assets along with a lack of transactional activity.


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


Other expense, net decreased approximately $1.3 million to $0.9 million for the year ended December 31, 2009, as compared to $2.2 million for the corresponding period in 2008. This decrease is primarily due to (i) the receipt of fewer shares of Sears Holding Corp. common stock received as partial settlement of Kmart pre-petition claims during 2008, (ii) an increase in foreign withholding taxes, partially offset by (iii) increased gains from land sales of approximately $5.9 million and (iv) an increase in the fair value of an embedded derivative instrument relating to the convertible option of the Valad notes of approximately $9.8 million.  


Interest expense decreased approximately $2.7 million for the year ended December 31, 2009, as compared to the corresponding period in 2008.  This decrease is due to lower outstanding levels of debt during the year ended December 31, 2009, as compared to 2008.


Income from other real estate investments decreased $50.4 million for the year ended December 31, 2009, as compared to the corresponding period in 2008.  This decrease is primarily due to (i) a decrease from the Company’s Preferred Equity Program of approximately $36.4 million in contributed income during 2009, including a decrease of approximately $22.1 million in profit participation earned from capital transactions during 2009 as compared to the corresponding period in 2008 and (ii) a gain of approximately $7.2 million from the sale of the Company’s interest in a real estate company located in Mexico during 2008.  


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



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


During 2009, the Company recognized non-cash impairment charges of approximately $175.1 million, before income taxes and noncontrolling interest, relating to adjustments to property carrying values, investments in real estate joint ventures, real estate under development and other real estate investments.  The Company’s estimated fair values relating to these impairment assessments were based upon discounted cash flow models that included all estimated cash inflows and outflows over a specified holding period and where applicable, any estimated debt premiums. These cash flows are comprised of unobservable inputs which include contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models were based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective properties.  Based on these inputs the Company determined that its valuation in these investments was classified within Level 3 of the fair value hierarchy. 


Approximately $30.1 million of the total non-cash impairment charges for the year ended December 31, 2009, were due to the decline in value of certain marketable equity securities and other investments that were deemed to be other-than-temporary.


For the year ended December 31, 2008, the Company recognized non-cash impairment charges of approximately $145.8 million, before income tax benefit of approximately $31.1 million.


Approximately $118.4 million of the total non-cash impairment charges for the year ended December 31, 2008, were due to the decline in value of certain marketable equity securities and other investments that were deemed to be other-than-temporary.


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


Benefit for income taxes increased by $23.6 million for the year ended December 31, 2009, as compared to the corresponding period in 2008. This change is primarily due to (i) a decrease in the tax provision expense of approximately $13.2 million from equity income recognized in connection with the Albertson’s investment during the year ended December 31, 2009, as compared to the corresponding period in 2008 and (ii) a decrease in the income tax provision expense of approximately $12.3 million in connection with gains on sale of development properties during 2009 as compared to 2008, partially offset by a decrease in income tax benefit of approximately $2.1 million related to impairments taken during the year ended December 31, 2009 as compared to the corresponding period in 2008.  


Equity in income of real estate joint ventures, net for the year ended December 31, 2009, was approximately $6.3 million as compared to $132.2 million for the corresponding period in 2008. This reduction of approximately $125.9 million is primarily the result of (i) an increase in the recognition of non-cash impairment charges against the carrying value of the Company’s investment in unconsolidated joint ventures of approximately $27.5 million recorded during 2009, as compared to the corresponding period in 2008, primarily due to an increase in impairments of approximately $23.9 million recognized by the KimPru joint ventures, (ii) the recognition of approximately $2.9 million of equity in income from the Albertson’s joint venture during 2009, as compared to $63.9 million of equity in income recognized during 2008 resulting from the sale of 121 properties in the joint venture, (iii) a decrease in income related to the recognition of approximately $11.0 million in income resulting from cash distributions received in excess of the Company’s carrying value of its investment in various unconsolidated limited liability partnerships during the corresponding period in 2008, (iv) a decrease in income of $11.8 million during 2009, from a joint venture which holds interests in extended stay residential properties primarily due to overall decreases in occupancy, (v) a decrease in profit participation of approximately $9.1 million during 2009, as compared to the corresponding period in 2008, resulting from the sale/transfer of operating properties from two joint venture investments, (vi) a decrease in income of approximately $4.5 million during 2009, from a Canadian joint venture investment, primarily due to an overall decrease in occupancy and (vii) a decrease in occupancy levels within certain real estate joint venture investments, partially offset by increased gains on sales of approximately $5.1 million during the year ended December 31, 2009, resulting from the sale of operating properties during 2009, as compared to 2008.



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


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


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


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


Additionally, during 2008, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for a sales price of approximately $35.0 million. As a result of this capital transaction, the Company received approximately $3.5 million of profit participation, before noncontrolling interest of approximately $1.1 million.  This profit participation has been recorded as income from other real estate investments and is reflected in Income from discontinued operating properties in the Company’s Consolidated Statements of Operations.


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


Comparison 2008 to 2007


 

 

2008

 

2007

 

Increase/
(Decrease)

 

% change

 

 

(all amounts in millions)

 

 

Revenues from rental property (1)

$

758.7

$

674.5

$

84.2

 

12.5%

Rental property expenses: (2)

 

 

 

 

 

 

 

 

Rent

$

13.4

$

12.1

$

1.3

 

10.7%

Real estate taxes

 

98.0

 

82.5

 

15.5

 

18.8%

Operating and maintenance

 

104.7

 

89.1

 

15.6

 

17.5%

 

$

216.1

$

183.7

$

32.4

 

17.6%

Depreciation and amortization (3)

$

206.0

$

190.1

$

15.9

 

8.4%


(1)

Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during 2008 and 2007, providing incremental revenues of approximately $54.2 million, (ii) the completion of certain development and redevelopment projects and tenant buyouts providing incremental revenues of approximately $34.1 million for the year ended 2008 as compared to the corresponding period in 2007, partially offset by (iii) a decrease in revenues of approximately $4.1 million for the year ended December 31, 2008, as compared to the corresponding period in 2007, primarily resulting from the transfer of operating properties to various unconsolidated joint venture entities and the sale of certain properties during 2008 and 2007 and (iv) an overall occupancy decrease from the consolidated shopping center portfolio from 95.9% at December 31, 2007, to 93.1% at December 31, 2008.


(2)

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


(3)

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



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


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


General and administrative expenses increased approximately $14.4 million for the year ended December 31, 2008, as compared to the corresponding period in 2007. This increase is primarily due to personnel-related costs, primarily due to the growth within the Company’s co-investment programs and the overall continued growth of the Company during 2008 and 2007.  In addition, due to current economic conditions resulting in the lack of transactional activity within the real estate industry as a whole, the Company has accrued approximately $3.6 million at December 31, 2008, relating to severance costs associated with employees who have been terminated during January 2009.


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


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


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


During 2008, the Company sold, in separate transactions, (i) two completed merchant building projects, (ii) 21 out-parcels, (iii) a partial sale of one project and (iv) a partnership interest in one project for aggregate proceeds of approximately $73.5 million and received approximately $4.1 million of proceeds from completed earn-out requirements on three previously sold merchant building projects.  These sales resulted in gains of approximately $36.5 million, before income taxes of $14.6 million.


During 2007, the Company sold, in separate transactions, (i) four completed merchant building projects, (ii) 26 out-parcels, (iii) 74.3 acres of undeveloped land and (iv) completed partial sales of two projects, for aggregate total proceeds of approximately $310.5 million and approximately $3.3 million of proceeds from completed earn-out requirements on previously sold projects.  These transactions resulted in gains of approximately $40.1 million, before income taxes of $16.0 million.


For the year ended December 31, 2008, the Company recognized non-cash impairment charges of approximately $147.5 million, before income tax benefit of approximately $25.7 million.


Approximately $118.4 million of the total non-cash impairment charges for the year ended December 31, 2008, were due to the decline in value of certain marketable equity securities and other investments that were deemed to be other-than-temporary.  


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



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


Benefit for income taxes decreased $18.8 million for the year ended December 31, 2008, as compared to the corresponding period in 2007. This change is primarily due to (i) a tax provision of approximately $17.3 million, partially offset by a reduction of approximately $3.1 million in NOL valuation allowance from equity income recognized during 2008 in connection with the Albertson’s investment, (ii) an income tax provision of approximately $3.1 million related to equity in income of real estate joint ventures during 2008, (iii) an income tax provision of approximately $2.0 million related to gains on sale of operating properties during 2008 and (iv) a reduction of NOL valuation allowance during 2007 of approximately $28.1 million, partially offset by (v) an increase in income tax benefit of approximately $30.1 million related to impairments taken during the year ended December 31, 2008, as compared to the corresponding period in 2007.


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


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


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


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


Additionally, during 2008, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for a sales price of approximately $35.0 million. As a result of this capital transaction, the Company received approximately $3.5 million of profit participation, before noncontrolling interest of approximately $1.1 million.  This profit participation has been recorded as income from other real estate investments and is reflected in Income from discontinued operating properties in the Company’s Consolidated Statements of Operations.


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



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Additionally, during 2007, two consolidated joint ventures in which the Company had preferred equity investments disposed of, in separate transactions, their respective properties for an aggregate sales price of approximately $66.5 million.  As a result of these capital transactions, the Company received approximately $22.1 million of profit participation, before noncontrolling interest of approximately $5.6 million.  This profit participation has been recorded as income from other real estate investments and is reflected in Income from discontinued operating properties in the Company’s Consolidated Statements of Operations.


Net income attributable to the Company for the year ended December 31, 2008, was $249.9 million or $0.78 on a diluted per share basis as compared to $442.8 million or $1.65 on a diluted per share basis for the corresponding period in 2007. This change is primarily attributable to (i) the recognition of non-cash impairment charges aggregating approximately $157.0 million, before income tax benefits, resulting from continuing declines in the equity securities and real estate markets, (ii) recognition of an extraordinary gain of approximately $50.3 million, net of income tax, in 2007, relating to the Albertson’s joint venture, (iii) a reduction of Equity in income of real estate joint ventures of approximately $41.2 million, primarily due to a decrease in profit participation and gain on sales of operating properties during 2008 as compared to 2007, (iv) a decrease in the reduction of NOL valuation allowance and the recording of a provision from equity in income recognized during 2008 in connection with the Albertson’s investment, partially offset by (v) an increase in revenues from rental properties primarily due to acquisitions of operating properties during 2008 and 2007.


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, 2009, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Wal-Mart and Kohl’s, which represent approximately 3.3%, 2.6%, 2.5%, 2.2% and 2.0%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.


Liquidity and Capital Resources


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


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


 

Year Ended December 31,

 

2009

2008

2007

Net cash flow provided by operating activities

$ 403.6  

$ 567.6  

$   666.0

Net cash flow used for investing activities

$(343.2)

$(781.4)

$(1,507.6)

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

$ (74.5)  

$ 262.4  

$   584.1


Operating Activities


Cash flow provided from operating activities for the year ended December 31, 2009, was approximately $403.6 million, as compared to approximately $567.6 million for the comparable period in 2008.  The change of approximately $164.0 million is primarily attributable to (i) a decrease in distributions from joint ventures of approximately $125.3 million, primarily from a decrease in distributions from the Albertson’s investment, profit participation from the Company’s Preferred Equity program and a decrease from various other real estate joint ventures, (ii) a decrease in interest, dividends and other investment income of approximately $14.8 million primarily due to the sale and reductions in dividends of certain marketable securities during the corresponding period in 2008 as compared to 2009, and (iii) an increase in prepaid expenses of approximately $23.7 million primarily related to an increase in prepaid income taxes which primarily represents a tax refund receivable due to the sale of Valad equity securities at a taxable loss, which is being carried back to prior year tax returns that have capital gain income, partially offset by the acquisition of properties during 2008 and growth in rental rates from lease renewals and the completion of certain re-development and development projects.



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During 2009, the Company (i) completed two primary public common stock offerings, which provided net proceeds to the Company of approximately $1.1 billion, (ii) obtained a two-year $220.0 million unsecured term loan with a consortium of banks, (iii) completed a 10-year $300.0 million unsecured Senior Notes offering, which was used to repay the two-year $220 million unsecured term loan and to repay various construction loans, and (iv) completed mortgage and construction loan financings of approximately $433.2 million (see financing activities below). However, capital and credit markets remain increasingly volatile and constrained. If these markets continue to experience volatility and the availability of funds remains limited, the Company will incur increased costs associated with issuing or obtaining debt. In addition, it is possible that the Company’s ability to access the capital and credit markets may be limited by these or other factors.  Notwithstanding the foregoing, at this time the Company anticipates that cash flows from operating activities will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and dividend payments in accordance with REIT requirements in both the short term and long term.  


The Company continually evaluates its debt maturities, and, based on management’s current assessment, believes it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results. Although the credit environment remains challenging, the Company continues to pursue opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks.  The Company has noticed a trend that the approval process from mortgage lenders is slow, while pricing and loan-to-value ratios remain dependent on specific deal terms, in general, spreads are higher and loan-to-values are lower, but the lenders are continuing to complete financing agreements.  During 2009, the unsecured public debt markets became accessible for certain REITs, including the Company.  Moreover, the Company continues to assess 2010 and beyond to ensure the Company is prepared if the current credit market dislocation continues.


Debt maturities for 2010 consist of:  $260.0 million of consolidated debt; $646.5 million of unconsolidated joint venture debt; and $286.5 million of preferred equity debt, assuming the utilization of extension options where available.  The 2010 consolidated debt maturities are anticipated to be repaid with operating cash flows, borrowings from the Company’s credit facilities, which at December 31, 2009, the Company had approximately $1.6 billion available under these credit facilities, and debt refinancings.  The 2010 unconsolidated joint venture and preferred equity debt maturities are anticipated to be repaid through debt refinancing and partner capital contributions, as deemed appropriate.


The Company anticipates that cash on hand, borrowings under its revolving credit facilities, issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company.  Net cash flow provided by operating activities for the year ended December 31, 2009, was primarily attributable to (i) cash flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 2009 and 2008, (iii) new leasing, expansion and re-tenanting of core portfolio properties and (iv) distributions from the Company’s joint venture programs.


Investing Activities


Cash flow used for investing activities for the year ended December 31, 2009, was approximately $343.2 million, as compared to approximately $781.4 million for the comparable period in 2008.  This decrease in cash utilization of approximately $438.2 million resulted primarily from decreases in (i) the acquisition of and improvements to real estate under development, (ii) investments in marketable securities, including the acquisition of the Valad Property Group convertible notes and equity securities during 2008, (iii) investments and advances to real estate joint ventures and (iv) investments in mortgage loans receivable, partially offset by (v) a decrease in proceeds from the sale of operating and development properties, (vi) a decrease in proceeds from transferred operating/development properties and (vii) a decrease in reimbursements of advances to real estate joint ventures and other real estate investments during the year ended December 31, 2009, as compared to the corresponding period in 2008.


Acquisitions of and Improvements to Operating Real Estate


During the year ended December 31, 2009, the Company expended approximately $374.5 million towards acquisition of and improvements to operating real estate including $43.4 million expended in connection with redevelopments and re-tenanting projects as described below.  (See Note 4 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)



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The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace.  The Company anticipates its capital commitment toward these and other redevelopment projects during 2010 will be approximately $30.0 million to $40.0 million.  The funding of these capital requirements will be provided by cash flow from operating activities and availability under the Company’s revolving lines of credit.


Investments and Advances to Real Estate Joint Ventures


During the year ended December 31, 2009, the Company expended approximately $109.9 million for investments and advances to real estate joint ventures and received approximately $99.6 million from reimbursements of advances to real estate joint ventures.  (See Note 8 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)


Acquisitions of and Improvements to Real Estate Under Development


The Company is engaged in ground-up development projects which consist of (i) U.S. ground-up development projects which will be held as long-term investments by the Company and (ii) various ground-up development projects located in Latin America for long-term investment (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).  During 2009, the Company changed its merchant building business strategy from a sale upon completion strategy to a long-term hold strategy.  Those properties previously considered merchant building are now either placed in service or included in U.S. ground-up development.  The ground-up development projects generally have significant pre-leasing prior to the commencement of construction. As of December 31, 2009, the Company had in progress a total of 11 ground-up development projects, consisting of seven ground-up development projects located throughout Mexico, two ground-up development projects located in the U.S., one ground-up development project located in Chile, and one ground-up development project located in Brazil.


During the year ended December 31, 2009, the Company expended approximately $143.3 million in connection with construction costs related to ground-up development projects. The Company anticipates its capital commitment during 2010 toward these and other development projects will be approximately $50.0 million to $60.0 million.  The proceeds from the sales of completed ground-up development projects, proceeds from construction loans and availability under the Company’s revolving lines of credit are expected to be sufficient to fund these anticipated capital requirements.


Dispositions and Transfers


During the year ended December 31, 2009, the Company received net proceeds of approximately $57.1 million relating to the sale of various operating properties and ground-up development projects.  (See Notes 5 and 7 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)


Financing Activities


Cash flow used for financing activities for the year ended December 31, 2009, was approximately $74.5 million, as compared to cash flow provided by financing activities of approximately $262.4 million for the comparable period in 2008.  This change of approximately $336.9 million resulted primarily from (i) higher repayments of approximately $647.5 million of borrowings under unsecured revolving credit facilities, (ii) a decrease of $460.4 million in net borrowings under the Company’s unsecured revolving credit facilities and (iii) higher repayments of approximately $303.7 million of unsecured term loan/notes, partially offset by (iv) an increase in proceeds from issuance of stock of approximately $613.4 million, (v) an increase in proceeds from mortgage/construction loan financing of approximately $357.2 million, offset by an increase in principal repayments of approximately $576.5 million, (vi) increased proceeds received from a $220.0 million unsecured term loan and a $300.0 million senior unsecured notes during 2009 as compared to the corresponding period in 2008 and (vii) a decrease in dividends paid of $138.0 million.


The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings.  The Company plans to strengthen is balance sheet by pursuing deleveraging efforts over time.  The Company may, from time-to-time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives.


Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its



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public unsecured debt and equity, raising in the aggregate over $7.4 billion.  Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in neighborhood and community shopping centers, funding ground-up development projects, expanding and improving properties in the portfolio and other investments.  These markets have been experiencing extreme volatility and deterioration.  As available, the Company will continue to access these markets. In March 2006, the Company was added to the S & P 500 Index, an index containing the stock of 500 Large Cap corporations, most of which are U.S. corporations.


The Company has a $1.5 billion unsecured U.S. revolving credit facility (the "U.S. Credit Facility") with a group of banks, which is scheduled to expire in October 2011.  The Company has a one-year extension option related to this facility. This credit facility has made available funds to finance general corporate purposes, including (i) property acquisitions, (ii) investments in the Company’s institutional management programs, (iii) development and redevelopment costs and (iv) any short-term working capital requirements, including managing the Company’s debt maturities. Interest on borrowings under the U.S. Credit Facility accrues at LIBOR plus 0.425% and fluctuates in accordance with changes in the Company’s senior debt ratings.  As part of this U.S. Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $750.0 million of its requested borrowings to the bank group.  This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread.  A facility fee of 0.15% per annum is payable quarterly in arrears.  As part of the U.S. Credit Facility, the Company has a $200.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Pounds Sterling, Japanese Yen or Euros.  As of December 31, 2009, there was $139.5 million outstanding and approximately $22.5 million appropriated letters of credit under this credit facility. Pursuant to the terms of the U.S. Credit Facility, the Company, among other things, is subject to maintenance of various covenants. The Company is currently not in violation of these covenants.  The financial covenants for the U.S. Credit Facility are as follows:


Covenant

 

Must Be

 

As of 12/31/09

Total Indebtedness to Gross Asset Value (“GAV”)

 

<60%

 

50%

Total Priority Indebtedness to GAV

 

<35%

 

16%

Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense

 

>1.75x

 

2.80x

Fixed Charge Total Adjusted EBITDA to Total Debt Service

 

>1.50x

 

2.06x

Limitation of Investments, Loans and Advances

 

<30% of GAV

 

18% of GAV


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


The Company also has a three-year CAD $250.0 million unsecured credit facility with a group of banks.  This facility bears interest at a rate of CDOR plus 0.425%, subject to change in accordance with the Company’s senior debt ratings and is scheduled to mature March 2011 with an additional one year extension option.  A facility fee of 0.15% per annum is payable quarterly in arrears.  This facility also permits U.S. dollar denominated borrowings.  Proceeds from this facility are used for general corporate purposes, including the funding of Canadian denominated investments.  As of December 31, 2009, there was no outstanding balance under this credit facility.  There are approximately CAD $67.4 million (approximately USD $64.0 million) appropriated for letters of credit under this credit facility at December 31, 2009.  The Canadian facility covenants are the same as the U.S. Credit Facility covenants described above.


During March 2008, the Company obtained a MXP 1.0 billion term loan, which bears interest at a rate of 8.58%, subject to change in accordance with the Company’s senior debt ratings, and is scheduled to mature in March 2013.  The Company utilized proceeds from this term loan to fully repay the outstanding balance of a MXP 500.0 million unsecured revolving credit facility, which was terminated by the Company.  Remaining proceeds from this term loan were used for funding MXP denominated investments. As of December 31, 2009, the outstanding balance on this term loan was MXP 1.0 billion (approximately USD $76.6 million).  The Mexican term loan covenants are the same as the U.S. and Canadian Credit Facilities covenants described above.


The Company has a Medium Term Notes program pursuant to which it may, from time-to-time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company’s debt maturities.  (See Note 12 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


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



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Covenant

 

Must Be

 

As of 12/31/09

Consolidated Indebtedness to Total Assets

 

<60%

 

43%

Consolidated Secured Indebtedness to Total Assets

 

<40%

 

12%

Consolidated Income Available for Debt Service to maximum Annual Service Charge

 

>1.50x

 

2.5x

Unencumbered Total Asset Value to Consolidated     Unsecured Indebtedness

 

>1.50x

 

2.5x


For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993, First Supplemental Indenture dated August 4, 1994, the Second Supplemental Indenture dated April 7, 1995, the Third Supplemental Indenture dated June 2, 2006, the Fifth Supplemental Indenture dated as of September 24, 2009, the Fifth Supplemental Indenture dated as of October 31, 2006 and First Supplemental Indenture dated October 31, 2006, as filed with the SEC.  See Exhibits Index on page 65, for specific filing information.


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


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


During the year ended December 31, 2009, the Company repaid (i) its $130.0 million 6.875% senior notes, which matured on February 10, 2009, (ii) its $20.0 million 7.56% Medium Term Note, which matured in May 2009 and (iii) its $25.0 million 7.06% Medium Term Note, which matured in July 2009.  


In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain mortgage financing on selected properties and construction loans to partially fund the capital needs of its ground-up development projects.  As of December 31, 2009, the Company had over 420 unencumbered property interests in its portfolio.


Additionally during the year ended December 31, 2009, the Company repurchased in aggregate approximately $36.1 million in face value of its Medium Term Notes and Fixed Rate Bonds for an aggregate discounted purchase price of approximately $33.7 million.  These transactions resulted in an aggregate gain of approximately $2.4 million.  


During 2009, the Company (i) obtained an aggregate of approximately $400.2 of non-recourse mortgage debt on 21 operating properties, (ii) assumed approximately $579.2 million of individual non-recourse mortgage debt relating to the acquisition of 22 operating properties, including approximately $1.6 million of fair value debt adjustments and (iii) paid off approximately $437.7 million of individual non-recourse mortgage debt which encumbered 24 operating properties.


During 2009, the Company fully repaid nine construction loans aggregating approximately $212.2 million.  As of December 31, 2009, total loan commitments on the Company’s four remaining construction loans aggregated approximately $69.7 million of which approximately $45.8 million has been funded.  These loans have scheduled maturities ranging from 11 months to 56 months (excluding any extension options which may be available to the Company) and bear interest at rates ranging from 2.13% to 4.50% at December 31, 2009.  Approximately $3.4 million of the outstanding loan balance matures in 2010.  These maturing loans are anticipated to be repaid with operating cash flows, borrowings under the Company’s credit facilities and additional debt financings.  In addition, the Company may pursue or exercise existing extension options with lenders where available.


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



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


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


During 2009, the Company received approximately $1.5 million through employee stock option exercises and the dividend reinvestment program.


In connection with its intention to continue to qualify as a REIT for federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows. The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor sources of capital and evaluate the impact of the economy and capital markets availability on operating fundamentals.  Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a conservative dividend payout ratio, reserving such amounts as it considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate.  Cash dividends paid decreased to $331.0 million in 2009, compared to $469.0 million in 2008 and $384.5 million in 2007.


Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying dividends quarterly.  Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable instruments.  The Company’s Board of Directors declared a quarterly cash dividend of $0.16 per common share payable to shareholders of record on January 4, 2010, which was paid on January 15, 2010. Additionally, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per common share payable to shareholders of record on April 5, 2010, which will be paid on April 15, 2010.


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 22 years.  As of December 31, 2009, the Company’s total debt had a weighted average term to maturity of approximately 4.7 years.  In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio.  As of December 31, 2009, the Company has 52 shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company to construct and/or operate a shopping center.  In addition, the Company has 16 non-cancelable operating leases pertaining to its retail store lease portfolio.  The following table summarizes the Company’s debt maturities (excluding extension options and fair market value of debt aggregating approximately $9.4 million) and obligations under non-cancelable operating leases as of December 31, 2009 (in millions):


 

 

2010

 

2011

 

2012

 

2013

 

2014

 

Thereafter

 

Total

Long-Term Debt-Principal(1)

$

380.0

$

581.5

$

470.5

$

734.3

$

546.0

$

1,712.7

$

4,425.0

Long-Term Debt-Interest(2)

 

248.1

 

221.5

 

199.6

 

155.2

 

119.3

 

250.0

 

1,193.7

Operating Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Ground Leases

 

13.1

 

10.4

 

9.1

 

8.5

 

7.9

 

144.8

 

193.8

  Retail Store Leases

 

3.7

 

3.7

 

2.9

 

2.1

 

1.2

 

1.4

 

15.0

Total

$

644.9

$

817.1

$

682.1

$

900.1

$

674.4

$

2,108.9

$

5,827.5


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

(2)   for loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2009.


The Company has $46.5 million of medium term notes, $25.0 million of senior unsecured notes, $151.9 of unsecured notes payable, $129.6 million of mortgage debt and $3.4 million of construction loans scheduled to mature in 2010.  The Company anticipates satisfying these maturities with a combination of operating cash flows, its unsecured revolving credit facilities, refinancing of debt and new debt issuances, when available.



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The Company has issued letters of credit in connection with completion and repayment guarantees for construction loans encumbering certain of the Company’s ground-up development projects and guarantee of payment related to the Company’s insurance program. These letters of credit aggregate approximately $23.9 million.


In addition, during August 2009, the Company became obligated to issue a letter of credit for approximately CAD $66.0 million (approximately USD $62.7 million) relating to a tax assessment dispute with the CRA.  The letter of credit has been issued under the Company’s CAD $250 million credit facility. The dispute is in regards to three of the Company’s wholly-owned subsidiaries which hold a 50% co-ownership interest in Canadian real estate. However, applicable Canadian law requires that a non-resident corporation post sufficient collateral to cover a claim for taxes assessed. As such, the Company issued its letter of credit as required by the governing law.  The Company strongly believes that it has a justifiable defense against the dispute which will release the Company from any and all liability.  


During August 2008, KimPru entered into a $650.0 million credit facility, which bears interest at a rate of LIBOR plus 1.25% and was initially scheduled to mature in August 2009.  This facility included an option to extend the maturity date for one year, subject to certain requirements including a reduction of the outstanding balance to $485.0 million.  During August 2009, KimPru exercised the one-year extension option and made an additional payment to reduce the balance to $485.0 million; as such the credit facility is scheduled to mature in August 2010.  Proceeds from this credit facility were used to repay the outstanding balance of $658.7 million under the $1.2 billion credit facility, which was scheduled to mature in October 2008 and bore interest at a rate of LIBOR plus 0.45%.  This facility is guaranteed by the Company with a guarantee from PREI to the Company for 85% of any guaranty payment the Company is obligated to make.  As of December 31, 2009, the outstanding balance on the credit facility was $331.0 million.


During June 2007, the Company entered into a joint venture, in which the Company has a noncontrolling ownership interest, and acquired all of the common stock of InTown Suites Management, Inc.  This investment was funded with approximately $186.0 million of new cross-collateralized non-recourse mortgage debt with a fixed interest rate of 5.59%, encumbering 35 properties, a $153.0 million three-year unsecured credit facility, with two one-year extension options, which bears interest at LIBOR plus 0.375% and is guaranteed by the Company and the assumption of $278.6 million cross-collateralized non-recourse mortgage debt with fixed interest rates ranging from 5.19% to 5.89%, encumbering 86 properties. The joint venture partner has pledged its equity interest for any guaranty payment the Company is obligated to pay.  The outstanding balance on the three-year unsecured credit facility was $147.5 million as of December 31, 2009.  The joint venture obtained an interest rate swap at 5.37% on $128.0 million of this debt.  The swap is designated as a cash flow hedge and is deemed highly effective; as such adjustments to the swaps fair value are recorded at the joint venture level in other comprehensive income.


During November 2007, the Company entered into a joint venture, in which the Company has a noncontrolling ownership interest, to acquire a property in Houston, Texas.  This investment was funded with a $24.5 million unsecured credit facility scheduled to mature in November 2009, with a six-month extension option which was exercised in 2009 and thus the maturity date is now April 2010, which bears interest at LIBOR plus 0.375% and is guaranteed by the Company. The outstanding balance on this credit facility as of December 31, 2009 was $24.5 million.


During April 2007, the Company entered into a joint venture, in which the Company has a 50% noncontrolling ownership interest to acquire a property in Visalia, CA.  Subsequent to this acquisition the joint venture obtained a $6.0 million three-year promissory note which bears interest at LIBOR plus 0.75% and has an extension option of two-years.  This loan is jointly and severally guaranteed by the Company and the joint venture partner.  As of December 31, 2009, the outstanding balance on this loan was $6.0 million.


During 2006, an entity in which the Company has a preferred equity investment, located in Montreal, Canada, obtained a construction loan, which is collateralized by the respective land and project improvements.  Additionally, the Company has provided a partial guaranty to the lender of up to CAD $45 million (approximately USD $42.7 million) and the developer partner has provided an indemnity to the Company for 25% of all payments the Company is obligated to pay.  As of December 31, 2009, there was CAD $99.8 million (approximately USD $94.8 million) outstanding on this construction loan.


In connection with the construction of its development projects and related infrastructure, certain public agencies require performance and surety bonds be posted to guarantee that the Company’s obligations are satisfied.  These bonds expire upon the completion of the improvements and infrastructure.  As of December 31, 2009, there were approximately $52.8 million bonds outstanding.



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Additionally, the RioCan Ventures have a CAD $7.0 million (approximately USD $6.6 million) letter of credit facility.  This facility is jointly guaranteed by RioCan and the Company and had approximately CAD $4.9 million (approximately USD $4.6 million) outstanding as of December 31, 2009, relating to various development projects.  


Additionally, during 2005, the Company acquired three operating properties and one land parcel, through joint ventures, in which the Company holds 50% noncontrolling interests. Subsequent to these acquisitions, the joint ventures obtained four individual loans aggregating $20.4 million with interest rates ranging from LIBOR plus 1.00% to LIBOR plus 3.50%.  During 2007, one of these properties was sold for a sales price of approximately $10.5 million, including the pay down of $5.0 million of debt.  During 2008, one of the loans was increased by $2.0 million.  During 2009 these loans were extended to mature in 2010 at an interest rate of LIBOR plus 2.75%.  As of December 31, 2009, there was an aggregate of $17.3 million outstanding on these loans.  These loans are jointly and severally guaranteed by the Company and the joint venture partner.


During 2009, a joint venture in which the Company has a 50% noncontrolling ownership interest obtained a new three-year $53.0 million loan which bears interest at a rate of 7.85%.  Proceeds from this mortgage and an additional $15.0 million capital contribution from the partners were used to repay $68.0 million in mortgage debt, which was scheduled to mature in 2009 and bore interest at rate of LIBOR plus 1.16%. This mortgage is jointly and severally guaranteed by the Company and the joint venture partner. As of December 31, 2009, the outstanding balance on this loan was $52.8 million.


Additionally during 2009, a joint venture in which the Company has a 30% noncontrolling ownership interest obtained a new $59.0 million three-year mortgage loan, which bears interest at a rate of LIBOR plus 350 basis points. The Company and the holder of the remaining 70% ownership interest guarantee, jointly and severally, up to $10.0 million of this mortgage.  As of December 31, 2009, the outstanding balance on this loan was $59.0 million.


Off-Balance Sheet Arrangements


Unconsolidated Real Estate Joint Ventures


The Company has investments in various unconsolidated real estate joint ventures with varying structures.  These joint ventures operate either shopping center properties or are established for development projects.  Such arrangements are generally with third-party institutional investors, local developers and individuals. The properties owned by the joint ventures are primarily financed with individual non-recourse mortgage loans, however, the Company, on a selective basis, obtains unsecured financing for certain joint ventures.  These unsecured financings are guaranteed by the Company with guarantees from the joint venture partners for their proportionate amounts of any guaranty payment the Company is obligated to make.  Non-recourse mortgage debt is generally defined as debt whereby the lenders’ sole recourse with respect to borrower defaults is limited to the value of the property collateralized by the mortgage. The lender generally does not have recourse against any other assets owned by the borrower or any of the constituent members of the borrower, except for certain specified exceptions listed in the particular loan documents (See Note 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  


These investments include the following joint ventures:


Venture

Kimco Ownership Interest

Number of Properties

Total GLA

(in thousands)

Non-Recourse Mortgage Payable

(in millions)

Recourse Notes Payable

(in millions)

Number of Encumbered Properties

Average Interest Rate

Weighted

Average

Term (months)

 

 

 

 

 

 

 

 

 

KimPru (c)

15.00%

    97

 16,296

$1,957.1

$331.0(b)

   83

 5.57%

  72.0

 

 

 

 

 

 

 

 

 

KIR (d)

45.00%

    62

 13,067

$  991.5

$     -

   51

 6.83%

  30.3

 

 

 

 

 

 

 

 

 

KUBS (e)

18.26%(a)

    43

  6,178

$  746.4

$     -

   43

 5.69%

  68.5

 

 

 

 

 

 

 

 

 

SEB Immobilien (f)

15.00%

    10

  1.382

$  193.5

$     -

   10

 5.67%

  83.4

 

 

 

 

 

 

 

 

 

Kimco Income Fund (g)

15.20%

    12

  1,534

$  169.2

$     -

   12

 5.47%

  52.1

 

 

 

 

 

 

 

 

 

InTown Suites (h)

(j)

   138

   N/A

$  486.4

$  147.5(b)

  135

 5.17%

  63.6

 

 

 

 

 

 

 

 

 

RioCan Venture (i)

50.00%

    45

  9,318

$  899.4

$     -

   45

 5.94%

  61.1


(a)

Ownership % is a blended rate.

(b)

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



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(c)

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

(d)

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

(e)

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

(f)

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

(g)

Represents the Kimco Income Fund, formed in 2004.

(h)

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

(i)

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

(j)

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


The Company has various other unconsolidated real estate joint ventures with varying structures.  As of December 31, 2009, these other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating approximately $2.0 billion and unsecured notes payable aggregating approximately $41.8 million.  The aggregate debt of all unconsolidated real estate joint ventures is approximately $7.9 billion, of which the Company’s share of this debt was approximately $2.7 billion.  These loans have scheduled maturities ranging from one month to 25 years and bear interest at rates ranging from 0.98% to 10.50% at December 31, 2009. Approximately $646.5 million of the outstanding loan balance matures in 2010, of which the Company’s share is approximately $187.5 million.  These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing and partner capital contributions, as deemed appropriate. (See Note 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


Other Real Estate Investments


The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate properties. The Company accounts for its preferred equity investments under the equity method of accounting.  As of December 31, 2009, the Company’s net investment under the Preferred Equity Program was approximately $418.4 million relating to 213 properties. As of December 31, 2009, these preferred equity investment properties had individual non-recourse mortgage loans aggregating approximately $1.6 billion. Due to the Company’s preferred position in these investments, the Company’s share of each investment is subject to fluctuation and is dependent upon property cash flows. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital.


Additionally, during July 2007, the Company invested approximately $81.7 million of preferred equity capital in a portfolio comprised of 403 net leased properties which are divided into 30 master leased pools with each pool leased to individual corporate operators.  These properties consist of a diverse array of free-standing restaurants, fast food restaurants, convenience and auto parts stores.  As of December 31, 2009, these properties were encumbered by third party loans aggregating approximately $418.5 million with interest rates ranging from 5.08% to 10.47% with a weighted average interest rate of 9.3% and maturities ranging from two years to 13 years.


During June 2002, the Company acquired a 90% equity participation interest in an existing leveraged lease of 30 properties.  The properties are leased under a long-term bond-type net lease whose primary term expires in 2016, with the lessee having certain renewal option rights.  The Company’s cash equity investment was approximately $4.0 million.  This equity investment is reported as a net investment in leveraged lease in accordance with the FASB’s Lease guidance.  The net investment in leveraged lease reflects the original cash investment adjusted by remaining net rentals, estimated unguaranteed residual value, unearned and deferred income and deferred taxes relating to the investment.


As of December 31, 2009, 18 of these leveraged lease properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $31.2 million.  As of December 31, 2009, the remaining 12 properties were encumbered by third-party non-recourse debt of approximately $38.4 million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease. As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease.  Accordingly, this debt has been offset against the related net rental receivable under the lease.


Effects of Inflation


Many of the Company's leases contain provisions designed to mitigate the adverse impact of inflation.  Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above pre-determined thresholds, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the



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consumer price index or similar inflation indices.  In addition, many of the Company's leases are for terms of less than 10 years, which permits the Company to seek to increase rents to market rates upon renewal. Most of the Company's leases require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation.  The Company periodically evaluates its exposure to short-term interest rates and foreign currency exchange rates and will, from time-to-time, enter into interest rate protection agreements and/or foreign currency hedge agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and fluctuations in foreign currency exchange rates.


Market and Economic Conditions; Real Estate and Retail Shopping Sector


In the U.S., market and economic conditions have remained challenging. Although credit conditions have improved from the prior year, they remain volatile.  During 2009, continued concerns about the systemic impact of the availability and cost of credit, the U.S. mortgage market and fluctuations in the real estate markets have contributed to continued market volatility and diminished expectations for the U.S. economy.  These conditions, combined with low levels of business and consumer confidence and high unemployment have contributed to volatility and little to no growth in the U.S. and international economies.


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


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


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


The decline in market conditions has also had a negative effect on real estate transactional activity as it relates to the acquisition and sale of real estate assets. The Company believes that the lack of real estate transactions will continue throughout 2010, which will curtail the Company’s growth in the near term.


New Accounting Pronouncements


In June 2009, the FASB issued guidance (the “Codification”) which established the FASB ASC as the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. This guidance was effective for financial statements issued for interim and annual periods ending after September 15, 2009.  On the effective date of this Statement, the Codification superseded all existing non-SEC accounting and reporting guidance. All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. The Company adopted the Codification during the third quarter of 2009 and as such has appropriately adjusted references to authoritative accounting literature appearing in this annual report on Form 10-K.


In December 2007, the FASB issued additional Business Combinations guidance. The objective of this guidance is to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in



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its financial reports about a business combination and its effects. To accomplish that, this guidance establishes principles and requirements for how the acquirer: (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination and (iv) requires expensing of transaction costs associated with a business combination. This guidance applies prospectively to business combinations for which the acquisition date is on or after the first annual reporting period beginning on or after December 15, 2008.  As of December 31, 2009 the adoption of this guidance has not had a material effect on the Company’s financial position or results of operations.


In April 2009, the FASB issued additional Business Combinations guidance, which amended and clarified the previous guidance to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. This additional guidance has been applied prospectively to business combinations for which the acquisition date is on or after January 1, 2009. As of December 31, 2009 the adoption of this guidance has not had a material effect on the Company’s financial position or results of operations.


In December 2007, the FASB issued further Consolidations guidance, which establishes accounting and reporting standards that require the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity; the amount of consolidated net earnings attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of operations; changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently; when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value; and entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The objective of the guidance is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements. This guidance was effective for fiscal years beginning on or after December 15, 2008.  As required, the Company has retrospectively applied the presentation to its prior year balances in its Consolidated Financial Statements.   The adoption of this guidance resulted in the recording of approximately $8.0 million in income on the Company’s Statement of Operations for the year ended December 31, 2009 as a result of remeasuring the Company’s equity interests to fair value, in entities where there was a change in control.


In March 2008, the FASB issued Derivatives and Hedging guidance, which amends and expands the previous disclosure requirements to require qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. This guidance is to be applied prospectively for the first annual reporting period beginning on or after November 15, 2008, with early application encouraged.  This guidance also encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  The adoption of this guidance did not have a material impact on the Company’s disclosures.


In April 2008, the FASB issued additional Intangibles-Goodwill and Other guidance, which amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The addition to the guidance is intended to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure the fair value of the asset. This additional guidance for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements in this guidance shall be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. This guidance was effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.


In June 2008, the FASB issued additional Earnings Per Share guidance, which classifies unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities and requires them to be included in the computation of earnings per share pursuant to the two-class method.  This guidance was effective for financial statements issued for fiscal years beginning after December 15, 2008. All prior-period earnings per share data presented are to be adjusted retrospectively. The Company’s adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.



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In November 2008, the FASB issued Investments-Equity Method and Joint Ventures guidance that clarifies the accounting for certain transactions and impairment considerations involving equity method investments. This guidance applies to all investments accounted for under the equity method. It was effective for fiscal years and interim periods beginning on or after December 15, 2008. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.


In April 2009, the FASB issued Fair Value Measurements and Disclosures guidance that provides additional direction for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. This guidance also includes information on identifying circumstances that indicate a transaction is not orderly.  Additionally, this guidance emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions.  This guidance was effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.  


In April 2009, the FASB issued Investments-Debt and Equity Securities guidance, which amends the other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This guidance does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities.  The guidance shall be effective for interim and annual reporting periods ending after June 15, 2009.  The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.


In April 2009, the FASB issued Financial Instruments guidance, which amends previous guidance to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. It also requires those disclosures in summarized financial information at interim reporting periods.  This guidance is effective for interim reporting periods ending after June 15, 2009. The adoption of this guidance did not have a material impact on the Company’s disclosures.


In May 2009, the FASB issued Subsequent Events guidance, which provides further direction to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. This guidance was effective for interim and annual reporting periods ending after June 15, 2009.  The Company’s adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.


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


In June 2009, the FASB issued Consolidation guidance, which amends the previous consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis previously required. This guidance is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. It will be effective for the Company beginning in fiscal 2010. The Company is currently assessing its joint venture investments to determine the impact the adoption of this guidance will have on the Company’s financial position and results of operations however, the Company does not expect the adoption of this guidance to have a material impact on the Company’s financial position or results of operations.


During January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation guidance, which amends and clarifies that the decrease in ownership guidance provided in the Consolidation guidance does not apply to sales of in substance real estate. This update clarifies that an entity should apply the FASB’s real estate sales guidance to such transactions. The Company does not expect the adoption of this guidance to have a material impact on the Company’s financial position or results of operations.



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Item 7A.  Quantitative and Qualitative Disclosures About Market Risk


The Company’s primary market risk exposure is interest rate risk.  The following table presents the Company’s aggregate fixed rate and variable rate domestic and foreign debt obligations outstanding as of December 31, 2009, with corresponding weighted-average interest rates sorted by maturity date.  The table does not include extension options where available.  Amounts include fair value purchase price allocation adjustments for assumed debt. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency.  The instruments’ actual cash flows are denominated in U.S. dollars, Canadian dollars and Mexican pesos as indicated by geographic description ($USD equivalent in millions).


 

2010

2011

2012

2013

2014

2015+

Total

Fair Value

U.S. Dollar

Denominated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$ 16.4

$  42.7

$ 146.0

$ 181.6

$ 227.1

$ 546.4

$ 1,160.2

$1,217.7

Average

Interest Rate

8.47%

7.33%

6.28%

6.60%

6.31%

6.91%

6.70%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$116.6

$  42.0

$  94.6

$     -

$  20.7

$     -

$   273.9

$  202.5

Average

Interest Rate

2.08%

4.49%

3.08%

-

2.13%

-

3.03%

 

 

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$ 71.8

$ 342.1

$ 215.9

$ 276.2

$ 295.3

$1,241.0

$ 2,442.3

$2,558.6

Average

Interest Rate

5.56%

6.35%

6.00%

5.40%

5.20%

5.89%

5.82%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$  9.4

$ 139.5

$     -

$    -

$    -

$    -

$   148.9

$  141.5

Average

Interest Rate

0.96%

0.66%

-

-

-

-

0.96%

 


Canadian Dollar

Denominated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$ 142.5

$    -

$    -

$ 190.0

$     -

$    -

$   332.5

$  330.1

Average

Interest Rate

4.45%

-

-

5.18%

-

-

4.87%

 

 

 

 

 

 

 

 

 

 

Mexican Pesos

Denominated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$    -

$    -

$    -

$  76.6

$     -

$    -

$   76.6

$   68.9

Average

Interest Rate

-

-

-

8.58%

-

-

8.58%

 


Based on the Company’s variable-rate debt balances, interest expense would have increased by approximately $4.2 million in 2009 if short-term interest rates were 1.0% higher.


As of December 31, 2009, the Company had (i) Canadian investments totaling CAD $473.1 million (approximately USD $449.6 million) comprised of real estate joint venture investments and marketable securities, (ii) Mexican real estate investments of approximately MXP 8.5 billion (approximately USD $641.2 million), (iii) Chilean real estate investments of approximately 14.5 billion Chilean Pesos (approximately USD $27.2 million), (iv) Peruvian real estate investments of approximately 7.3 million Peruvian Nuevo Sol (approximately USD $2.5 million), (v) Brazilian real estate investments of approximately 53.0 million Brazilian Real (“BRL”) (approximately USD $30.5 million) and (vi) Australian investments in marketable securities of approximately AUD 191.1 million (approximately USD $149.4 million).  The foreign currency exchange risk has been partially mitigated, but not eliminated, through the use of local currency denominated debt.  The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes.  As of December 31, 2009, the Company has no other material exposure to market risk.



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Item 8.  Financial Statements and Supplementary Data


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


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


None.


Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


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


Changes in Internal Control Over Financial Reporting


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


Management’s Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2009.


The effectiveness of our internal control over financial reporting as of December 31, 2009, 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, Executive Officers and Corporate Governance


Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 5, 2010.


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


On July 1, 2009, the Company’s Chief Executive Officer submitted to the NYSE the annual certification required by Section 303A.12 (a) of the NYSE Company Manual.  In addition, the Company has filed with the Securities and Exchange Commission as exhibits to this Form 10-K the certifications, required pursuant to Section 302 of the Sarbanes-Oxley Act, of its Chief Executive Officer and Chief Financial Officer relating to the quality of its public disclosure.


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


Item 11.  Executive Compensation


Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 5, 2010.


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


Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 5, 2010.


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


Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 5, 2010.


Item 14. Principal Accounting Fees and Services


Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 5, 2010.




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PART IV


Item 15.

Exhibits and Financial Statement Schedules

 

 

 

 

(a)

 

1.

Financial Statements  –

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

Form10-K
Report
Page

 

 

 

 

 

 

Report of Independent Registered  Public Accounting Firm

79

 

 

 

 

 

 

Consolidated Financial Statements

 

 

 

 

 

 

 

Consolidated Balance Sheets as of  December 31, 2009 and 2008

80

 

 

 

 

 

 

Consolidated Statements of Operations for the years ended

December 31, 2009, 2008 and 2007

81

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income

for the years ended December 31, 2009, 2008 and 2007

82

 

 

 

 

 

 

Consolidated Statements of Changes in Equity

for the years ended December 31, 2009, 2008 and 2007

83

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the years ended
December 31, 2009, 2008 and 2007

84

 

 

 

 

 

 

Notes to Consolidated Financial Statements

85

 

 

 

 

 

 

2.

Financial Statement Schedules -

 

 

 

 

 

 

 

Schedule II -

Valuation and Qualifying Accounts

142

 

 

Schedule III -

Real Estate and Accumulated Depreciation

143

 

 

Schedule IV -

Mortgage Loans on Real Estate

160

 

 

 

 

 

 

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 Company's Registration Statement on Form S-11 No. 33-42588].

 

2.2 –

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

 

2.3 –

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

 

2.4 –

Entity Purchase and Sale Agreement, dated November 4, 2009, between Kimco PL Retail, Inc. and DRA PL Retail Real Estate Investment Trust [Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on form 8-K/A dated November 4, 2009].

 

3.1 –

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

 

3.1(ii) –

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

 

3.1(iii) –

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

 

3.1(iv) –

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

 

3.1(v) –

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

 

3.1(vi) –

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

 

3.1(vii) –

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

 

3.2 –

Amended and Restated By-laws of the Company dated February 25, 2009 [Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008].

 

4.1 –

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

 

4.2 –

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

 

4.3 –

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

 

4.4 –

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

 

4.5 –

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

 



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Table of Contents

INDEX TO EXHIBITS (continued)


Exhibits

 

Form 10-K
Page

4.6 –

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

 

4.7 –

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

 

4.8 –

Fifth Supplemental Indenture, dated as of October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 3, 2006 (the “November 2006 8-K”)].

 

4.9 –

First Supplemental Indenture, dated as of October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee [Incorporated by reference to Exhibit 4.2 to the November 2006 8-K].

 

4.10 –

First Supplemental Indenture, dated as of June 2, 2006, among Kimco North Trust III, Kimco Realty Corporation, as Guarantor and BNY Trust Company of Canada, as trustee. [Incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 Form 10-K”)].

 

4.11 –

Second Supplemental Indenture, dated as of August 16, 2006,among Kimco North Trust III, Kimco Realty Corporation, as Guarantor and BNY Trust Company of Canada, as trustee. [Incorporated by reference to Exhibit 4.13 to the 2006 Form 10-K].

 

4.12 –

Fifth Supplemental Indenture, dated September 24, 2009, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee [Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 17, 2009].

 

10.1 –

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

 

10.2 –

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

 

10.3 –

Reserved

 

10.4 –

Reserved

 

10.5 –

Reserved

 

*10.6 –

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

161

10.7 –

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

 



74



Table of Contents

INDEX TO EXHIBITS (continued)


Exhibits

 

Form 10-K
Page

10.8 –

CAD $250,000,000 Amended and Restated Credit Facility dated January 11, 2008, with Royal Bank of Canada as Issuing Lender and Administrative Agent and various lenders.  [Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007].

 

10.9 –

Second Amended and Restated 1998 Equity Participation Plan of Kimco Realty Corporation (restated February 25, 2009)[Incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008]. 

 

10.10 –

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

 

10.11 –

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

 

10.12 –

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

 

10.13 –

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

 

10.14 –

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

 

10.15 –

Form of Indemnification Agreement [Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008].

 

10.16 –

Employment Agreement between Kimco Realty Corporation and Glenn G. Cohen dated February 25, 2009 [Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008].  

 

*10.17 –

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

327

*10.18 –

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

464

*10.19 –

Credit Agreement, dated as of April 17, 2009, among the Company, The Bank of Nova Scotia, as administrative agent, joint lead arranger and joint bookrunner, RBC Capital Markets, as syndication agent, joint lead arranger and joint bookrunner, PNC Bank, National Association, Regions Bank and U.S. Bank National Association as documentation agents, and The Bank of Nova Scotia, Royal Bank of Canada, PNC Bank, National Association, Regions Bank, U.S. Bank National Association, Deutsche Bank Trust Company Americas, UBS Loan Finance LLC, Bank of America, N.A., CIBC Inc., Citicorp North America, Inc., Wells Fargo Bank NA and Barclays Bank PLC as lenders.

594

10.20 –

Underwriting Agreement and Terms Agreement, dated April 3, 2009, by and among Kimco Realty Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and UBS Securities LLC as representatives of the several underwriters named therein [Incorporated by reference to Exhibits 1.1 and 1.2 to the Company’s Current Report on Form 8-K dated April 3, 2009].

 

10.21 –

Underwriting Agreement and Terms Agreement, dated September 17, 2009, by and among Kimco Realty Corporation and J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Wells Fargo Securities, LLC, Barclays Capital Inc., RBC Capital Markets Corporation, RBS Securities Inc. and Scotia Capital (USA) Inc. [Incorporated by reference to Exhibits 1.1 and 1.2 to the Company’s Current Report on Form 8-K dated September 17, 2009].

 



75



Table of Contents

INDEX TO EXHIBITS (continued)


Exhibits

 

Form 10-K
Page

10.22 –

Underwriting Agreement and Terms Agreement, dated December 8, 2009, by and among Kimco Realty Corporation and Deutsche Bank Securities Inc. as representatives of the several underwriters named therein [Incorporated by reference to Exhibits 1.1 and 1.2 to the Company’s Current Report on Form 8-K dated December 8, 2009].

 

**12.1 –

Computation of Ratio of Earnings to Fixed Charges

 

**12.2 –

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

 

**21.1 –

Subsidiaries of the Company

 

*23.1 –

Consent of PricewaterhouseCoopers LLP

707

*23.2 –

Consent of PricewaterhouseCoopers LLP

708

*23.3 –

Consent of PricewaterhouseCoopers LLP

709

*23.4 –

Consent of PricewaterhouseCoopers LLP

710

*23.5 –

Consent of PricewaterhouseCoopers LLP

711

*31.1 –

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

712

*31.2 –

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

713

*32.1 –

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

714

**99.1 –

Intown Hospitality Investors LP and Subsidiaries Consolidated Financial Statements

 

**99.2 –

Kimco Income Operating Partnership LP Consolidated Financial Statements

 

**99.3 –

PRK Holdings I LLC and Subsidiaries Consolidated Financial Statements

 

**99.4 –

PRK Holdings II LLC and Subsidiaries Consolidated Financial Statements

 


______________

*

Filed herewith.

**

Incorporated by reference to the corresponding Exhibit to the Company’s Annual Report on Form 10-K filed on March 1, 2010.



76



Table of Contents

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/ David B. Henry

David B. Henry

Chief Executive Officer


Dated:

February 26, 2010


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.


Signature

 

Title

Date

 

 

 

 

/s/  Milton Cooper

 

Executive Chairman of the Board of Directors

February 26, 2010

Milton Cooper

 

 

 

 

 

 

 

/s/  David B. Henry

 

Vice Chairman of the Board of Directors,

February 26, 2010

David B. Henry

 

Chief Executive Officer, and

 

 

 

Chief Investment Officer

 

 

 

 

 

/s/  David R. Lukes

 

Executive Vice President -

February 26, 2010

David R. Lukes

 

Chief Operating Officer

 

 

 

 

 

/s/  Richard G. Dooley

 

Director

February 26, 2010

Richard G. Dooley

 

 

 

 

 

 

 

/s/  Joe Grills

 

Director

February 26, 2010

Joe Grills

 

 

 

 

 

 

 

/s/  F. Patrick Hughes

 

Director

February 26, 2010

F. Patrick Hughes

 

 

 

 

 

 

 

/s/  Frank Lourenso

 

Director

February 26, 2010

Frank Lourenso

 

 

 

 

 

 

 

/s/  Richard Saltzman

 

Director

February 26, 2010

Richard Saltzman

 

 

 

 

 

 

 

/s/  Philip Coviello

 

Director

February 26, 2010

Philip Coviello

 

 

 

 

 

 

 

/s/  Michael V. Pappagallo

 

Executive Vice President -

February 26, 2010

Michael V. Pappagallo

 

Chief Financial Officer and

 

 

 

Chief Administrative Officer

 

 

 

 

 

/s/  Glenn G. Cohen

 

Senior Vice President -

February 26, 2010

Glenn G. Cohen

 

Treasurer and

 

 

 

Chief Accounting Officer

 

 

 

 

 

/s/  Paul Westbrook

 

Director of Accounting

February 26, 2010

Paul Westbrook

 

 

 




77



Table of Contents

ANNUAL REPORT ON FORM 10-K

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

INDEX TO FINANCIAL STATEMENTS

AND

FINANCIAL STATEMENT SCHEDULES


 

 

 

Form10-K
Page

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

 

 

Report of Independent Registered Public Accounting Firm

79

 

 

Consolidated Financial Statements and Financial Statement Schedules:

 

 

 

Consolidated Balance Sheets as of December 31, 2009 and 2008

80

 

 

Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007

81

 

 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2009, 2008 and 2007

82

 

 

Consolidated Statements of Changes in Equity for the years ended December 31, 2009, 2008 and 2007

83

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007

84

 

 

Notes to Consolidated Financial Statements

85

 

 

Financial Statement Schedules:

 

 

 

II.

Valuation and Qualifying Accounts

142

III.

Real Estate and Accumulated Depreciation

143

IV.

Mortgage Loans on Real Estate

160




78



Table of Contents


Report of Independent Registered Public Accounting Firm



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


In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Kimco Realty Corporation and its subsidiaries (collectively, the "Company") at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included under Item 9A.  Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


As discussed in Note 1 to the Consolidated Financial Statements, the Company changed the manner in which it accounts for noncontrolling interests in 2009.


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ PricewaterhouseCoopers LLP

New York, New York

February 26, 2010




79



Table of Contents



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)


 

 

 

December 31,

 

December 31,

 

 

 

2009

 

2008

Assets:

 

 

 

 

Real Estate

 

 

 

 

 

Rental property

 

 

 

 

 

Land

$

1,919,337 

$

1,395,645 

 

Building and improvements

 

6,497,219 

 

5,454,296 

 

 

 

8,416,556 

 

6,849,941 

 

Less, accumulated depreciation and amortization

 

1,343,148 

 

1,159,664 

 

 

 

7,073,408 

 

5,690,277 

 

Real estate under development

 

465,785 

 

968,975 

 

Real estate, net

 

7,539,193 

 

6,659,252 

 

Investments and advances in real estate joint ventures

 

1,103,625 

 

1,161,382 

 

Other real estate investments

 

553,244 

 

566,324 

 

Mortgages and other financing receivables

 

131,332 

 

181,992 

 

Cash and cash equivalents

 

122,058 

 

136,177 

 

Marketable securities

 

209,593 

 

258,174 

 

Accounts and notes receivable

 

113,610 

 

93,732 

 

Deferred charges and prepaid expenses

 

160,995 

 

122,481 

 

Other assets

 

228,555 

 

217,633 

Total assets

$

10,162,205 

$

9,397,147 

 

 

 

 

 

Liabilities & Stockholders' Equity:

 

 

 

 

 

Notes payable

$

3,000,303 

$

3,440,818 

 

Mortgages payable

 

1,388,259 

 

847,491 

 

Construction loans payable

 

45,821 

 

268,337 

 

Accounts payable and accrued expenses

 

142,116 

 

151,241 

 

Dividends payable

 

76,707 

 

131,097 

 

Other liabilities

 

290,717 

 

237,577 

Total liabilities

 

4,943,923 

 

5,076,561 

 

Redeemable noncontrolling interests

 

100,304 

 

115,853 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

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

 

 

 

 

 

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

Issued and outstanding 700,000 shares

Aggregate liquidation preference $175,000

 

700 

 

700 

 

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

Issued and outstanding 184,000 shares

Aggregate liquidation preference $460,000

 

184 

 

184 

 

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

Issued and outstanding 405,532,566, 271,080,525 and 253,350,144, shares, respectively.

 

4,055 

 

2,711 

 

Paid-in capital

 

5,283,204 

 

4,217,806 

 

Cumulative distributions in excess of net income

 

(338,738)

 

(58,162)

 

 

 

4,949,405 

 

4,163,239 

 

Accumulated other comprehensive income

 

(96,432)

 

(179,541)

Total stockholders' equity

 

4,852,973 

 

3,983,698 

 

Noncontrolling interests

 

265,005 

 

221,035 

Total equity

 

5,117,978 

 

4,204,733 

Total liabilities and equity

$

10,162,205 

$

9,397,147 




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


80




Table of Contents


KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended  2009, 2008 and 2007

(in thousands, except per share data)


 

 

Year Ended December 31,

 

 

2009

 

2008

 

2007

Revenues from rental property

$

786,887 

$

758,704 

$

674,534 

Rental property expenses:

 

 

 

 

 

 

 

Rent

 

(14,082)

 

(13,367)

 

(12,131)

 

Real estate taxes

 

(112,405)

 

(98,005)

 

(82,508)

 

Operating and maintenance

 

(110,056)

 

(104,698)

 

(89,098)

Impairment of property carrying values

 

(50,000)

 

-

 

-

Mortgage and other financing income

 

14,956 

 

18,333 

 

14,197 

Management and other fee income

 

42,486 

 

47,666 

 

54,844 

Depreciation and amortization

 

(227,729)

 

(206,002)

 

(190,116)

General and administrative expenses

 

(110,091)

 

(116,187)

 

(101,829)

Interest, dividends and other investment income

 

33,098 

 

56,119 

 

36,238 

Other expense, net

 

(893)

 

(2,208)

 

(10,550)

Interest expense

 

(209,879)

 

(212,591)

 

(213,086)

Income from other real estate investments

 

36,199 

 

86,643 

 

78,524 

Gain on sale of development properties

 

5,751 

 

36,565 

 

40,099 

Impairments:

 

 

 

 

 

 

 

Real estate under development

 

(2,100)

 

(13,613)

 

(8,500)

 

Investments in other real estate investments

 

(49,279)

 

 

 

Marketable securities and other investments

 

(30,050)

 

(118,416)

 

(5,296)

 

Investments in real estate joint ventures

 

(43,658)

 

(15,500)

 

 

(Loss)/income from continuing operations before income taxes and equity in income of joint ventures

 

(40,845)

 

103,443 

 

185,322 

Benefit for income taxes

 

36,622 

 

12,974 

 

31,850 

Equity in income of joint ventures, net

 

6,309 

 

132,208 

 

173,362 

 

Income from continuing operations

 

2,086 

 

248,625 

 

390,534 

Discontinued operations:

 

 

 

 

 

 

 

(Loss)/income from discontinued operating properties

 

(172)

 

6,577 

 

35,608 

 

Loss on operating properties held for sale/sold

 

(141)

 

(598)

 

(1,832)

 

Gain on disposition of operating properties, net of tax

 

421 

 

20,018 

 

5,538 

 

Income from discontinued operations

 

108 

 

25,997 

 

39,314 

Gain on transfer of operating properties

 

26 

 

1,195 

 

Loss on sale of operating properties

 

(111)

 

 

Gain on sale of operating properties, net of tax

 

3,952 

 

587 

 

2,708 

 

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

 

3,867 

 

1,782 

 

2,708 

 

Income before extraordinary item

 

6,061 

 

276,404 

 

432,556 

Extraordinary gain from joint venture resulting from purchase price allocation, net of tax

 

 

 

54,340 

 

Net income

 

6,061 

 

276,404 

 

486,896 

 

Net income attributable to noncontrolling interests

 

(10,003)

 

(26,502)

 

(44,066)

 

Net (loss)/income attributable to the Company

 

(3,942)

 

249,902 

 

442,830 

 

Preferred stock dividends

 

(47,288)

 

(47,288)

 

(19,659)

 

Net (loss)/income available to common shareholders

$

(51,230)

$

202,614 

$

423,171 

Per common share:

 

 

 

 

 

 

 

(Loss)/income from continuing operations:

 

 

 

 

 

 

 

-Basic

$

(0.15)

$

0.69 

$

1.35 

 

-Diluted

$

(0.15)

$

0.69 

$

1.32 

 

Net (loss)/income :

 

 

 

 

 

 

 

-Basic

$

(0.15)

$

0.79 

$

1.68 

 

-Diluted

$

(0.15)

$

0.78 

$

1.65 

Weighted average shares:

 

 

 

 

 

 

 

-Basic

 

350,077 

 

257,811 

 

252,129 

 

-Diluted

 

350,077 

 

258,843 

 

257,058 

Amounts attributable to the Company's common shareholders:

 

 

 

 

 

 

 

(Loss)/income from continuing operations, net of tax

$

(51,338)

$

177,898 

$

339,332 

 

Income from discontinued operations

 

108 

 

24,716 

 

33,574 

 

Extraordinary gain, net of tax

 

 

 

50,265 

 

Net (loss)/income

$

(51,230)

$

202,614 

$

423,171 




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


81




Table of Contents


KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


 

 

Year Ended December 31,

 

 

2009

 

2008

 

2007

 

 

 

 

 

 

 

Net income

$

6,061 

$

276,404 

$

486,896 

Other comprehensive income:

 

 

 

 

 

 

Change in unrealized gain/(loss) on marketable securities

 

43,662 

 

(71,535)

 

(25,803)

Change in unrealized loss on interest rate swaps

 

(233)

 

(170)

 

(176)

Change in unrealized loss on foreign currency hedge agreements

 

 

 

(1,294)

Change in foreign currency translation adjustment

 

20,658 

 

(149,836)

 

15,696 

 

 

 

 

 

 

 

Other comprehensive income

 

64,087 

 

(221,541)

 

(11,577)

 

 

 

 

 

 

 

Comprehensive income

 

70,148 

 

54,863 

 

475,319 

Comprehensive loss/(income) attributable to noncontrolling interests

 

9,019 

 

(17,801)

 

(45,959)

Comprehensive income attributable to the Company

$

79,167 

$

37,062 

$

429,360 





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


82




Table of Contents


KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2009, 2008 and 2007

(in thousands)


 

 

Retained

Earnings/

(Cumulative

Distributions

in Excess

of Net Income)

 

Accumulated

Other

Comprehensive

Income

 

Preferred

Stock

 

Common

Stock

 

Paid-in

Capital

 

Total

Stockholders'

Equity

 

Noncontrolling

Interests

 

Total

Equity

 

Comprehensive

Income

Balance, January 1, 2007

$

140,509

$

45,092

$

700

$

2,509

$

3,178,016

$

3,366,826

$

243,375

$

3,610,201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions from noncontrolling interests

 

-

 

-

 

-

 

-

 

-

 

-

 

70,418

 

70,418

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

442,830

 

-

 

-

 

-

 

-

 

442,830

 

44,066

 

486,896

$

486,896

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized loss on marketable securities

 

-

 

(25,803)

 

-

 

-

 

-

 

(25,803)

 

-

 

(25,803)

 

(25,803)

Change in unrealized loss on interest rate swaps

 

-

 

(176)

 

-

 

-

 

-

 

(176)

 

-

 

(176)

 

(176)

Change in unrealized loss on foreign currency hedge agreements

 

-

 

(1,294)

 

-

 

-

 

-

 

(1,294)

 

-

 

(1,294)

 

(1,294)

Change in foreign currency translation adjustment

 

-

 

15,480

 

-

 

-

 

-

 

15,480

 

216

 

15,696

 

15,696

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

$

475,319

Redeemable noncontrolling interest

 

-

 

-

 

-

 

-

 

-

 

-

 

(6,279)

 

(6,279)

 

 

Dividends ($1.52 per common share; $1.6625 per Class F Depositary Share,  and $0.4359 per Class G Depositary Share, respectively)

 

(403,334)

 

-

 

-

 

-

 

-

 

(403,334)

 

-

 

(403,334)

 

 

Distributions to noncontrolling interests

 

-

 

-

 

-

 

-

 

-

 

-

 

(42,489)

 

(42,489)

 

 

Issuance of Preferred G Stock

 

-

 

-

 

184

 

-

 

444,283

 

444,467

 

-

 

444,467

 

 

Redemption of units

 

-

 

-

 

-

 

-

 

-

 

-

 

(34,391)

 

(34,391)

 

 

Issuance of common stock

 

-

 

-

 

-

 

1

 

2,413

 

2,414

 

-

 

-

 

 

Exercise of common stock options

 

-

 

-

 

-

 

18

 

40,546

 

40,564

 

-

 

40,564

 

 

Amortization of stock option expense

 

-

 

-

 

-

 

-

 

12,251

 

12,251

 

-

 

12,251

 

 

Balance, December 31, 2007

 

180,005

 

33,299

 

884

 

2,528

 

3,677,509

 

3,894,225

 

274,916

 

4,169,141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions from noncontrolling interests

 

-

 

-

 

-

 

-

 

-

 

-

 

92,490

 

92,490

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

249,902

 

-

 

-

 

-

 

-

 

249,902

 

26,502

 

276,404

$

276,404

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized loss on marketable securities

 

-

 

(71,535)

 

-

 

-

 

-

 

(71,535)

 

-

 

(71,535)

 

(71,535)

Change in unrealized loss on interest rate swaps

 

-

 

(170)

 

-

 

-

 

-

 

(170)

 

-

 

(170)

 

(170)

Change in foreign currency translation adjustment

 

-

 

(141,135)

 

-

 

-

 

-

 

(141,135)

 

(8,701)

 

(149,836)

 

(149,836)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

$

54,863

Redeemable noncontrolling interest

 

-

 

-

 

-

 

-

 

-

 

-

 

(7,906)

 

(7,906)

 

 

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

 

(488,069)

 

-

 

-

 

-

 

-

 

(488,069)

 

-

 

(488,069)

 

 

Distributions to noncontrolling interests

 

-

 

-

 

-

 

-

 

-

 

-

 

(77,460)

 

(77,460)

 

 

Unit redemptions

 

-

 

-

 

-

 

-

 

-

 

-

 

(80,000)

 

(80,000)

 

 

Issuance of units

 

-

 

-

 

-

 

-

 

-

 

-

 

1,194

 

1,194

 

 

Issuance of common stock

 

-

 

-

 

-

 

164

 

486,709

 

486,873

 

-

 

486,873

 

 

Exercise of common stock options

 

-

 

-

 

-

 

19

 

41,330

 

41,349

 

-

 

41,349

 

 

Amortization of stock option expense

 

-

 

-

 

-

 

-

 

12,258

 

12,258

 

-

 

12,258

 

 

Balance, December 31, 2008

 

(58,162)

 

(179,541)

 

884

 

2,711

 

4,217,806

 

3,983,698

 

221,035

 

4,204,733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions from noncontrolling interests

 

-

 

-

 

-

 

-

 

-

 

-

 

73,601

 

73,601

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)/income

 

(3,942)

 

-

 

-

 

-

 

-

 

(3,942)

 

10,003

 

6,061

$

6,061

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain on marketable securities

 

-

 

43,662

 

-

 

-

 

-

 

43,662

 

-

 

43,662

 

43,662

Change in unrealized loss on interest rate swaps

 

-

 

(233)

 

-

 

-

 

-

 

(233)

 

-

 

(233)

 

(233)

Change in foreign currency translation adjustment

 

-

 

39,680

 

-

 

-

 

-

 

39,680

 

(19,022)

 

20,658

 

20,658

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

70,148

Redeemable noncontrolling interest

 

-

 

-

 

-

 

-

 

-

 

-

 

(6,429)

 

(6,429)

 

 

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

 

(276,634)

 

-

 

-

 

-

 

-

 

(276,634)

 

-

 

(276,634)

 

 

Distributions to noncontrolling interests

 

-

 

-

 

-

 

-

 

-

 

-

 

(9,626)

 

(9,626)

 

 

Issuance of units

 

-

 

-

 

-

 

-

 

-

 

-

 

126

 

126

 

 

Unit redemptions

 

-

 

-

 

-

 

-

 

-

 

-

 

(346)

 

(346)

 

 

Issuance of common stock

 

-

 

-

 

-

 

1,341

 

1,061,823

 

1,063,164

 

-

 

1,063,164

 

 

Exercise of common stock options

 

-

 

-

 

-

 

3

 

6,263

 

6,266

 

-

 

6,266

 

 

Transfers from noncontrolling interests

 

 

 

-

 

-

 

-

 

(11,126)

 

(11,126)

 

(4,337)

 

(15,463)

 

 

Amortization of stock option expense

 

-

 

-

 

-

 

-

 

8,438

 

8,438

 

-

 

8,438

 

 

Balance, December 31, 2009

$

(338,738)

$

(96,432)

$

884

$

4,055

$

5,283,204

$

4,852,973

$

265,005

$

5,117,978

 

 




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


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Table of Contents


KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


 

 

Year Ended December 31,

 

 

2009

 

2008

 

2007

Cash flow from operating activities:

 

 

 

 

 

 

  Net income

$

6,061 

$

276,404 

$

486,896 

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

 

 

 

 

 

 

    Depreciation and amortization

 

227,776 

 

206,518 

 

191,270 

    Extraordinary item

 

 

 

(54,340)

    Loss on operating properties held for sale/sold/transferred

 

285 

 

598 

 

1,832 

    Impairment charges

 

175,087 

 

147,529 

 

8,500 

    Gain on sale of development properties

 

(5,751)

 

(36,565)

 

(40,099)

    Gain on sale/transfer of operating properties

 

(4,666)

 

(21,800)

 

(9,800)

    Equity in income of  joint ventures, net

 

(6,309)

 

(132,208)

 

(173,363)

    Income from other real estate investments

 

(30,039)

 

(79,099)

 

(64,046)

    Distributions from joint ventures

 

136,697 

 

261,993 

 

403,032 

    Cash retained from excess tax benefits

 

 

(1,958)

 

(2,471)

    Change in accounts and notes receivable

 

(19,878)

 

(9,704)

 

(4,876)

    Change in accounts payable and accrued expenses

 

4,101 

 

(1,983)

 

1,361 

    Change in other operating assets and liabilities

 

(79,782)

 

(42,126)

 

(77,907)

          Net cash flow provided by operating activities

 

403,582 

 

567,599 

 

665,989 

Cash flow from investing activities:

 

 

 

 

 

 

    Acquisition of and improvements to operating real estate

 

(374,501)

 

(266,198)

 

(1,077,202)

    Acquisition of and improvements to real estate under development

 

(143,283)

 

(388,991)

 

(640,934)

    Investment in marketable securities

 

 

(263,985)

 

(55,235)

    Proceeds from sale of marketable securities

 

80,586 

 

52,427 

 

35,525 

    Proceeds from transferred operating/development properties

 

 

32,400 

 

69,869 

    Investments and advances to real estate joint ventures

 

(109,941)

 

(219,913)

 

(413,172)

    Reimbursements of advances to real estate joint ventures

 

99,573 

 

118,742 

 

293,537 

    Other real estate investments

 

(12,447)

 

(77,455)

 

(192,890)

    Reimbursements of advances to other real estate investments

 

18,232 

 

71,762 

 

87,925 

    Investment in mortgage loans receivable

 

(7,657)

 

(68,908)

 

(97,592)

    Collection of mortgage loans receivable

 

48,403 

 

54,717 

 

94,720 

    Other investments

 

(4,247)

 

(25,466)

 

(26,688)

    Reimbursements of other investments

 

4,935 

 

23,254 

 

55,361 

    Proceeds from sale of operating properties

 

34,825 

 

120,729 

 

59,450 

    Proceeds from sale of development properties

 

22,286 

 

55,535 

 

299,715 

           Net cash flow used for investing activities

 

(343,236)

 

(781,350)

 

(1,507,611)

Cash flow from financing activities:

 

 

 

 

 

 

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

 

(437,710)

 

(88,841)

 

(82,337)

    Principal payments on rental property debt

 

(16,978)

 

(14,047)

 

(14,014)

    Principal payments on construction loan financings

 

(255,512)

 

(30,814)

 

(78,295)

    Proceeds from mortgage/construction loan financings

 

433,221 

 

76,025 

 

413,488 

    Borrowings under revolving unsecured credit facilities

 

351,880 

 

812,329 

 

627,369 

    Repayment of borrowings under unsecured revolving credit facilities

 

(928,572)

 

(281,056)

 

(343,553)

    Proceeds from issuance of unsecured term loan/notes

 

520,000 

 

 

300,000 

    Repayment of unsecured term loan/notes

 

(428,701)

 

(125,000)

 

(250,000)

    Financing origination costs

 

(13,730)

 

(3,300)

 

(10,819)

    Redemption of noncontrolling interests

 

(31,783)

 

(66,803)

 

(80,972)

    Dividends paid

 

(331,024)

 

(469,024)

 

(384,502)

    Cash retained from excess tax benefits

 

 

1,958 

 

2,471 

    Proceeds from issuance of stock

 

1,064,444 

 

451,002 

 

485,220 

            Net cash flow (used for) provided by financing activities

 

(74,465)

 

262,429 

 

584,056 

        Change in cash and cash equivalents

 

(14,119)

 

48,678 

 

(257,566)

Cash and cash equivalents, beginning of year

 

136,177 

 

87,499 

 

345,065 

Cash and cash equivalents, end of year

$

122,058 

$

136,177 

$

87,499 

Interest paid during the period (net of capitalized interest of $21,465, $28,753, and $25,505 respectively)

$

204,672 

$

217,629 

$

215,121 

Income taxes paid during the period

$

4,773 

$

29,652 

$

14,292 



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


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Table of Contents


KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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


1.  Summary of Significant Accounting Policies:


Business


Kimco Realty Corporation (the "Company" or "Kimco"), its subsidiaries, affiliates and related real estate joint ventures are engaged principally in the operation of neighborhood and community shopping centers which are anchored generally by discount department stores, supermarkets or drugstores.  The Company also provides property management services for shopping centers owned by affiliated entities, various real estate joint ventures and unaffiliated third parties.


Additionally, in connection with the Tax Relief Extension Act of 1999 (the "RMA"), which became effective January 1, 2001, the Company is permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a Real Estate Investment Trust ("REIT"), so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Internal Revenue Code, as amended (the "Code"), subject to certain limitations.  As such, the Company, through its taxable REIT subsidiaries, has been engaged in various retail real estate related opportunities including (i) ground-up development projects through its wholly-owned taxable REIT subsidiaries(“TRS”), which were primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate 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, 2009, the Company's single largest neighborhood and community shopping center accounted for only 1.2% of the Company's annualized base rental revenues and only 1.0% of the Company’s total shopping center gross leasable area ("GLA").  At December 31, 2009, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Wal-Mart, and Kohl’s which represented approximately 3.3%, 2.6%, 2.5%, 2.2% and 2.0%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.


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


Principles of Consolidation and Estimates


The accompanying Consolidated Financial Statements include the accounts of Kimco Realty Corporation (the “Company”), its subsidiaries, all of which are wholly-owned, and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) or meets certain criteria of a sole general partner or managing member in accordance with the Consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation.  


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



85



Table of Contents

KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Subsequent Events


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


Real Estate


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


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


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


In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts to be paid pursuant to the leases and management’s estimate of the market lease rates and other lease provisions (i.e., expense recapture, base rental changes, etc.) measured over a period equal to the estimated remaining term of the lease.  The capitalized above-market or below-market intangible is amortized to rental income over the estimated remaining term of the respective leases.  Mortgage debt discounts or premiums are amortized into interest expense over the remaining term of the related debt instrument.  Unit discounts and premiums are amortized into noncontrolling interest in income, net over the period from the date of issuance to the earliest redemption date of the units.


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


The value assigned to in-place leases and tenant relationships is amortized over the estimated remaining term of the leases.  If a lease were to be terminated prior to its scheduled expiration, all unamortized costs relating to that lease would be written off.



86



Table of Contents

KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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


Buildings and building improvements

 

15 to 50 years

Fixtures, leasehold and tenant improvements

 

Terms of leases or useful

(including certain identified intangible assets)

 

lives, whichever is shorter


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


Real Estate Under Development


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


Investments in Unconsolidated Joint Ventures


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


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


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


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



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


Other Real Estate Investments


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


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


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


Mortgages and Other Financing Receivables


Mortgages and other financing receivables consist of loans acquired and loans originated by the Company.  Loan receivables are recorded at stated principal amounts net of any discount or premium or deferred loan origination costs or fees.  The related discounts or premiums on mortgages and other loans purchased are amortized or accreted over the life of the related loan receivable.  The Company defers certain loan origination and commitment fees, net of certain origination costs and amortizes them as an adjustment of the loan’s yield over the term of the related loan.  The Company evaluates the collectability of both interest and principal on each loan to determine whether it is impaired.  A loan is considered to be impaired, when based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms.  When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the value of the underlying collateral if the loan is collateralized.  Interest income on performing loans is accrued as earned.  Interest income on impaired loans is recognized on a cash basis.


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 $18.3 million and $12.5 million for the years ended December 31, 2009 and 2008, respectively.


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


Marketable Securities


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



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


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


Deferred Leasing and Financing Costs


Costs incurred in obtaining tenant leases and long-term financing, included in deferred charges and prepaid expenses in the accompanying Consolidated Balance Sheets, are amortized over the terms of the related leases or debt agreements, as applicable.  Such capitalized costs include salaries and related costs of personnel directly involved in successful leasing efforts.


Revenue Recognition and Accounts Receivable


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


Management and other fee income consists of property management fees, leasing fees, property acquisition and disposition fees, development fees and asset management fees. These fees arise from contractual agreements with third parties or with entities in which the Company has a partial noncontrolling interest.  Management and other fee income, including acquisition and disposition fees, are recognized as earned under the respective agreements.  Management and other fee income related to partially owned entities are recognized to the extent attributable to the unaffiliated interest.


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


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


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


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.



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


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


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


Foreign Currency Translation and Transactions


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


Derivative/Financial Instruments


The Company measures its derivative instruments at fair value and records them in the Consolidated Balance Sheet as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract.  The accounting for changes in the fair value of the derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.  Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.  The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting under the Derivatives and Hedging guidance issued by the FASB (see Note 17).


Noncontrolling Interests


Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. Noncontrolling interests also includes partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions.  These units have a stated redemption value (classified as mezzanine equity) or a redemption amount based upon the Adjusted Current Trading Price, as defined, of the Company’s common stock ("Common Stock") and provide the unit holders various rates of return during the holding period.  The unit holders generally have the right to redeem their units for cash at any time after one year from issuance.  The Company typically has the option to settle redemption amounts in cash or Common Stock for its convertible units.  The Company evaluates the terms of the partnership units issued and determines if the units are mandatorily redeemable in accordance with the Distinguishing Liabilities from Equity guidance issued by the FASB.  



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The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance issued by the FASB.  The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets.  Redeemable units are classified as Redeemable noncontrolling interests and presented between Total liabilities and Stockholder’s equity on the Company’s Consolidated Balance Sheets.  The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented on the Company’s Consolidated Statements of Operations.  


Earnings Per Share


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


 

 

2009

 

2008

 

2007

Computation of Basic (Loss)/Income Per Share:

 

 

 

 

 

 

Income from continuing operations before extraordinary gain

$

2,086 

$

248,625 

$

390,534 

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

 

3,867 

 

1,782 

 

2,708 

Net income attributable to noncontrolling interests

 

(10,003)

 

(26,502)

 

(44,066)

Discontinued operations attributable to noncontrolling interests

 

 

1,281 

 

5,740 

Extraordinary gain attributable to noncontrolling interests

 

 

 

4,075 

Preferred stock dividends

 

(47,288)

 

(47,288)

 

(19,659)

(Loss)/income from continuing operations before extraordinary gain available to common shareholders

 

(51,338)

 

177,898 

 

339,332 

Income from discontinued operations attributable to the Company

 

108 

 

24,716 

 

33,574 

Extraordinary gain

 

 

 

50,265 

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

$

(51,230)

$

202,614 

$

423,171 

Weighted average common shares Outstanding

 

350,077 

 

257,811 

 

252,129 

 

 

 

 

 

 

 

Basic (Loss)/Income Per Share attributable to the Company:

 

 

 

 

 

 

(Loss)/income from continuing operations before extraordinary gain

$

(0.15)

$

0.69 

$

1.35 

Income from discontinued operations

 

 

0.10 

 

0.13 

Extraordinary gain

 

 

 

0.20 

Net (loss)/income

$

(0.15)

$

0.79 

$

1.68 

 

 

 

 

 

 

 

Computation of Diluted (Loss)/Income Per Share:

 

 

 

 

 

 

(Loss)/income from continuing operations before extraordinary gain available to common shareholders

$

(51,338)

$

177,898 

$

339,332 

Distributions on convertible units (a)

 

 

18 

 

Income from continuing operations before extraordinary gain available to the Company’s common shareholders

 

(51,338)

 

177,916 

 

339,332 

Income from discontinued operations attributable to the Company

 

108 

 

24,716 

 

33,574 

Extraordinary gain

 

 

 

50,265 

Net (Loss)/income before extraordinary gain attributable to the Company’s common shareholders

$

(51,230)

$

202,632 

$

423,171 

Weighted average common shares outstanding – basic

 

350,077 

 

257,811 

 

252,129 

Effect of dilutive securities:

  Stock options

 

 

999 

 

4,929 

  Assumed conversion of convertible units (a)

 

 

33 

 

Shares for diluted earnings per common share

 

350,077 

 

258,843 

 

257,058 

 

 

 

 

 

 

 

Diluted (Loss)/Income Per Share attributable to the Company:

 

 

 

 

 

 

(Loss)/income from continuing operations

$

(0.15)

$

0.69 

$

1.32 

Income from discontinued operations

 

 

0.09 

 

0.13 

Extraordinary gain

 

 

 

0.20 

Net (loss)/income

$

(0.15)

$

0.78 

$

1.65 


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



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In addition, there were approximately 15,870,967, 13,731,767, and 3,017,400, stock options that were anti-dilutive as of December 31, 2009, 2008 and 2007, respectively.


Stock Compensation


The Company maintains an equity participation plan (the “Plan”) pursuant to which a maximum of 47,000,000 shares of the Company’s common stock may be issued for qualified and non-qualified options and restricted stock grants.  Unless otherwise determined by the Board of Directors at its sole discretion, options granted under the Plan generally vest ratably over a range of three to five years, expire ten years from the date of grant and are exercisable at the market price on the date of grant. Restricted stock grants vest 100% on the fourth or fifth anniversary of the grant or ratably over four years.  In addition, the Plan provides for the granting of certain options and restricted stock to each of the Company’s non-employee directors (the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.


The Company accounts for stock options in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees, including grants of employee stock options, be recognized in the statement of operations over the service period based on their fair values. Fair value is determined using the Black-Scholes option pricing formula, intended to estimate the fair value of the awards at the grant date. (See footnote 22 for additional disclosure on the assumptions and methodology.)


New Accounting Pronouncements


In June 2009, the FASB issued guidance (the “Codification”) which established the FASB’s ASC as the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. This guidance was effective for financial statements issued for interim and annual periods ending after September 15, 2009.  On the effective date of this Statement, the Codification superseded all existing non-SEC accounting and reporting guidance. All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. The Company adopted the Codification during the third quarter of 2009 and as such has appropriately adjusted references to authoritative accounting literature appearing in this annual report on Form 10-K.


In December 2007, the FASB issued additional Business Combinations guidance. The objective of this guidance is to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, this guidance establishes principles and requirements for how the acquirer: (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination and (iv) requires expensing of transaction costs associated with a business combination. This guidance applies prospectively to business combinations for which the acquisition date is on or after the first annual reporting period beginning on or after December 15, 2008.  As of December 31, 2009 the adoption of this guidance has not had a material effect on the Company’s financial position or results of operations.


In April 2009, the FASB issued additional Business Combinations guidance, which amended and clarified the previous guidance to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. This additional guidance has been applied prospectively to business combinations for which the acquisition date is on or after January 1, 2009. As of December 31, 2009 the adoption of this guidance has not had a material effect on the Company’s results of operations or financial position.


In December 2007, the FASB issued further Consolidations guidance, which establishes accounting and reporting standards that require the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity; the amount of consolidated net earnings attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of operations; changes in a parent’s ownership interest while the parent



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retains its controlling financial interest in its subsidiary be accounted for consistently; when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value; and entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The objective of the guidance is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements. This guidance was effective for fiscal years beginning on or after December 15, 2008.  As required, the Company has retrospectively applied the presentation to its prior year balances in its Consolidated Financial Statements. The adoption of this guidance resulted in the recording of approximately $8.0 million in income on the Company’s Statement of Operations for the year ended December 31, 2009 as a result of remeasuring the Company’s equity interests to fair value, in entities where there was a change in control.


In March 2008, the FASB issued Derivatives and Hedging guidance, which amends and expands the previous disclosure requirements to require qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. This guidance is to be applied prospectively for the first annual reporting period beginning on or after November 15, 2008, with early application encouraged. This guidance also encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of this guidance did not have a material impact on the Company’s disclosures.


In April 2008, the FASB issued additional Intangibles-Goodwill and Other guidance, which amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The addition to the guidance is intended to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure the fair value of the asset. This additional guidance for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements in this guidance shall be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. This guidance was effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.


In June 2008, the FASB issued additional Earnings Per Share guidance, which classifies unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities and requires them to be included in the computation of earnings per share pursuant to the two-class method.  This guidance was effective for financial statements issued for fiscal years beginning after December 15, 2008. All prior-period earnings per share data presented are to be adjusted retrospectively. The Company’s adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.


In November 2008, the FASB issued Investments-Equity Method and Joint Ventures guidance that clarifies the accounting for certain transactions and impairment considerations involving equity method investments. This guidance applies to all investments accounted for under the equity method. It was effective for fiscal years and interim periods beginning on or after December 15, 2008. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.


In April 2009, the FASB issued Fair Value Measurements and Disclosures guidance that provides additional direction for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. This guidance also includes information on identifying circumstances that indicate a transaction is not orderly.  Additionally, this guidance emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions.  This guidance was effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.  



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In April 2009, the FASB issued Investments-Debt and Equity Securities guidance, which amends the other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This guidance does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities.  The guidance shall be effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.


In April 2009, the FASB issued Financial Instruments guidance, which amends previous guidance to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. It also requires those disclosures in summarized financial information at interim reporting periods.  This guidance is effective for interim reporting periods ending after June 15, 2009. The adoption of this guidance did not have a material impact on the Company’s disclosures.


In May 2009, the FASB issued Subsequent Events guidance, which provides further direction to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. This guidance was effective for interim and annual reporting periods ending after June 15, 2009.  The Company’s adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.


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


In June 2009, the FASB issued Consolidation guidance, which amends the previous consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis previously required. This guidance is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. It will be effective for the Company beginning in fiscal 2010. The Company is currently assessing its joint venture investments to determine the impact the adoption of this guidance will have on the Company’s financial position and results of operations however, the Company does not expect the adoption of this guidance to have a material impact on the Company’s financial position or results of operations.


During January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation guidance, which amends and clarifies that the decrease in ownership guidance provided in the Consolidation guidance does not apply to sales of in substance real estate.  This update clarifies that an entity should apply the FASB’s real estate sales guidance to such transactions.  The Company does not expect the adoption of this guidance to have a material impact on the Company’s financial position or results of operations.


Reclassifications


Certain reclassifications have been made to 2007 and 2008 to (i) reflects a reclass of tax provisions and tax benefits from gain on sale of development properties and impairments to benefit from income taxes, net (ii) reflect a reclass of amortization of software development costs to depreciation and amortization from general and administrative expense and (iii) reflect a reclass of lender improvement escrow balances to other assets from accounts and notes receivable, to conform to the 2009 presentation.


2.  Impairments:


On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired.  To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset.



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During 2008 and 2009, economic conditions had continued to experience volatility resulting in further declines in the real estate and equity markets. Increases in capitalization rates, discount rates and vacancies as well as deterioration of real estate market fundamentals impacted net operating income and leasing which further contributed to declines in real estate markets in general.


As a result of the volatility and declining market conditions described above, as well as the Company’s strategy in relation to certain of its non-retail assets, the Company recognized non-cash impairment charges during 2009, aggregating approximately $175.1 million, before income tax benefit of approximately $22.5 million and noncontrolling interests of approximately $1.2 million. The Company recognized non-cash impairment charges during 2008, aggregating approximately $147.5 million, before income tax benefit of approximately $31.1 million and noncontrolling interest of approximately $1.6 million. The Company recognized non-cash impairment charges during 2007, aggregating approximately $13.8 million, before income tax benefit of approximately $5.5 million.  Details of these non-cash impairment charges are as follows (in thousands):


 

 

2009

 

2008

 

2007

Impairment of property carrying values

$

50,000

$

-

$

-

Real estate under development

 

2,100

 

13,613

 

8,500

Investments in other real estate investments

 

49,279

 

-

 

-

Marketable securities and other investments

 

30,050

 

118,416

 

5,296

Investments in real estate joint ventures

 

43,658

 

15,500

 

-

     Total impairment charges

$

175,087

$

147,529

$

13,796


In addition to the impairment charges above, the Company recognized impairment charges during 2009 and 2008 of approximately $38.7 million, before an income tax benefit of approximately $11.0 million, and $11.2 million, before an income tax benefit of approximately $4.5 million, respectively, relating to certain properties held by four unconsolidated joint ventures in which the Company holds noncontrolling interests ranging from 15% to 45%. These impairment charges are included in Equity in income of joint ventures, net in the Company’s Consolidated Statements of Operations. 


The Company will continue to assess the value of its assets on an on-going basis.  Based on these assessments, the Company may determine that one or more of its assets may be impaired due to a decline in value and would therefore write-down its cost basis accordingly (see Notes 6, 8, 9, 10, and 11).


3.  Real Estate:


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


 

 

December 31,

 

 

2009

 

2008

Land

$

1,831,374 

$

1,394,460 

Undeveloped Land

 

106,054 

 

1,185 

Buildings and improvements

 

 

 

 

Buildings

 

4,411,565 

 

3,847,544 

Building improvements

 

1,103,798 

 

692,040 

Tenant improvements

 

669,540 

 

633,883 

Fixtures and leasehold improvements

 

48,008 

 

35,377 

Other rental property (1)

 

246,217 

 

245,452 

 

 

8,416,556 

 

6,849,941 

Accumulated depreciation and amortization

 

(1,343,148)

 

(1,159,664)

Total

$

7,073,408 

$

5,690,277 


(1) At December 31, 2009 and 2008, Other rental property consisted of intangible assets including $162,477 and $161,556 respectively, of in-place leases, $21,851 and $22,400 respectively, of tenant relationships, and $61,889 and $61,496 respectively, of above-market leases.



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In addition, at December 31, 2009 and 2008, the Company had intangible liabilities relating to below-market leases from property acquisitions of approximately $196.2 million and $171.4 million, respectively.  These amounts are included in the caption Other liabilities in the Company’s Consolidated Balance Sheets.  The estimated amortization expense associated with the Company’s intangible assets for the future five years are as follows (in millions): 2010, $14.9; 2011, $12.3; 2012, $8.1; 2013, $5.0; and 2014, $2.2.


4.  Property Acquisitions, Developments and Other Investments:


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


Operating Properties


Acquisition of Operating Properties –


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


 

 

 

 

 

 

Purchase Price

 

 

Property Name

 

Location

 

Month

Acquired

 

Cash/Net Assets and Liabilities

 

Debt/

Preferred

Stock

Assumed

 

Total

 

GLA

Novato Fair

 

Novato, CA

 

Jul-09 (1)

$

9,902

$

13,524

$

23,426

 

125

Canby Square

 

Canby, OR

 

Oct-09 (2)

 

7,052

 

-

 

7,052

 

116

Garrison Square

 

Vancouver, WA

 

Oct-09 (2)

 

3,535

 

-

 

3,535

 

70

Oregon Trail Center

 

Gresham, OR

 

Oct-09 (2)

 

18,135

 

-

 

18,135

 

208

Pioneer Plaza

 

Springfield, OR

 

Oct-09 (2)

 

9,823

 

-

 

9,823

 

96

Powell Valley Junction

 

Gresham, OR

 

Oct-09 (2)

 

5,062

 

-

 

5,062

 

107

Troutdale Market

 

Troutdale, OR

 

Oct-09 (2)

 

4,809

 

-

 

4,809

 

90

Angels Camp

 

Angels Camp, CA

 

Nov-09 (2)

 

6,801

 

-

 

6,801

 

78

Albany Plaza

 

Albany, OR

 

Nov-09 (2)

 

6,075

 

-

 

6,075

 

110

Elverta Crossing

 

Antelope, CA

 

Nov-09 (2)

 

8,765

 

-

 

8,765

 

120

Park Place

 

Vallejo, CA

 

Nov-09 (2)

 

15,655

 

-

 

15,655

 

151

Medford, Center

 

Medford, OR

 

Nov-09 (2)

 

21,158

 

-

 

21,158

 

335

PL Retail, LLC Acquisition

 

Various

 

Nov-09 (3)

 

210,994

 

614,081

 

825,075

 

5,160

 

 

Total Acquisitions

 

 

$

327,766

$

627,605

$

955,371

 

6,766


(1)

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

(2)

The Company acquired this property from a joint venture in which the Company had a 15% noncontrolling ownership interest.  This transaction resulted in a gain of approximately $0.1 million as a result of remeasuring the Company’s 15% noncontrolling equity interest to fair value.

(3)

The Company purchased the remaining 85% interest in PL Retail LLC, an entity that indirectly owns through wholly-owned subsidiaries 21 shopping centers, in which the Company held a 15% noncontrolling interest prior to this transaction.  The 21 shopping centers comprise approximately 5.2 million square feet of GLA are located in California (8 assets; 27% of GLA), Florida (6 assets; 42% of GLA), the Phoenix, Arizona metro area (2 assets; 7.3% of GLA), New Jersey (2), Long Island, New York (1), Arlington, Virginia, near metro Washington, D.C. (1) and Greenville, South Carolina (1).  The Company paid a purchase price equal to approximately $175.0 million, after customary adjustments and closing prorations, which was equivalent to 85% of PL Retail LLC’s gross asset value, which equaled approximately $825 million, less the assumption of $564 million of non-recourse mortgage debt encumbering 20 properties and $50 million of perpetual preferred stock.  The purchase price includes approximately $20 million for the purchase of development rights for one shopping center.  Subsequent to the acquisition of these properties, the Company repaid an aggregate of approximately $269 million of the non-recourse mortgage debt which encumbered 10 properties.  This transaction resulted in a gain of approximately $7.6 million as a result of remeasuring the Company’s 15% noncontrolling equity interest to fair value.  



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


 

 

 

 

 

 

Purchase Price

 

 

Property Name

 

Location

 

Month

Acquired

 

Cash

 

Debt

Assumed

 

Total

 

GLA

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

108 West Germania

 

Chicago, IL

 

Jan-08

$

9,250

$

-

$

9,250

 

41

1429 Walnut St

 

Philadelphia, PA

 

Jan-08

 

22,100

 

6,400

 

28,500

 

76

168 North Michigan Ave

 

Chicago, IL

 

Jan-08 (1)

 

13,000

 

-

 

13,000

 

74

118 Market St

 

Philadelphia, PA

 

Feb-08 (1)

 

600

 

-

 

600

 

1

Alison Building

 

Philadelphia, PA

 

Apr-08 (1)

 

15,875

 

-

 

15,875

 

58

Lorden Plaza

 

Milford, NH

 

Apr-08

 

5,650

 

26,000

 

31,650

 

149

East Windsor Village

 

East Windsor, NJ

 

May-08 (2)

 

10,370

 

19,780

 

30,150

 

249

Potomac Run Plaza

 

Sterling, VA

 

Sep-08 (5)

 

21,430

 

44,046

 

65,476

 

361

 

 

 

 

 

 

98,275

 

96,226

 

194,501

 

1,009

Latin American Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

Valinhos

 

Valinhos, Brazil

 

Jun-08  (3)

 

17,384

 

-

 

17,384

 

121

Vicuna Mackenna

 

Santiago, Chile

 

Aug-08 (4)

 

4,025

 

-

 

4,025

 

26

 

 

Total Acquisitions

 

 

$

119,684

$

96,226

$

215,910

 

1,156


(1)

Property is scheduled for redevelopment.

(2)

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

(3)

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

(4)

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

(5)

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


The aggregate purchase price of the above mentioned 2009 and 2008 properties have been allocated to the tangible and intangible assets and liabilities of the properties in accordance with the FASB’s Business Combinations guidance, at the date of acquisition, based on evaluation of information and estimates available at such date. As final information regarding the fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments will be made to the purchase price allocation on a retrospective basis.  The allocations are finalized no later than twelve months from the acquisition date. The total aggregate fair value was allocated as follows (in thousands):


 

 

2009

 

2008

Land

$

317,052 

$

55,323 

Buildings

 

383,666 

 

121,927 

Below Market Rents

 

(52,982)

 

(8,926)

Above Market Rents

 

38,681 

 

2,167 

In-Place Leases

 

34,042 

 

6,879 

Other Intangibles

 

12,602 

 

2,739 

Building Improvements

 

182,318 

 

28,589 

Tenant Improvements

 

27,664 

 

7,147 

Mortgage Fair Value Adjustment

 

1,670 

 

65 

Other Assets

 

20,088 

 

Other Liabilities

 

(9,430)

 

 

$

955,371 

$

215,910 




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Included within the Company’s consolidated operating properties are 12 consolidated entities that are VIEs and for which the Company is the primary beneficiary.   All of these entities have been established to own and operate real estate property. The Company’s involvement with these entities is through its majority ownership and management of the properties. These entities were deemed VIEs primarily based on the fact that the voting rights of the equity investors is not proportional to their obligation to absorb expected losses or receive the expected residual returns of the entity and substantially all of the entity's activities are conducted on behalf of the investor which has disproportionately fewer voting rights. The Company determined that it was the primary beneficiary of these VIEs as a result of its economic ownership percentage which provides that the Company would absorb a majority of the entity's expected losses, receive a majority of the entity's expected residual returns, or both.


At December 31, 2009, total assets of these VIEs were approximately $1.0 billion and total liabilities were approximately $542.1 million, including $363.4 million of non-recourse mortgage debt.  The classification of these assets is primarily within real estate and the classification of liabilities are primarily within mortgages payable and noncontrolling interests in the Company’s Consolidated Balance Sheets.


The majority of the operations of these VIEs are funded with cash flows generated from the properties.  Four of these entities are encumbered by third party non-recourse mortgage debt aggregating approximately $363.4 million.  The Company has not provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity and any operating cash shortfalls that the entity may experience.


Included within the VIEs noted above is a joint venture investment which, during 2009, the Company provided a capital contribution to and another joint venture investment for which the Company entered into an amendment to its LLC agreement.  These events were both considered reconsideration events under FASB’s Consolidation guidance.  Such reconsideration determined that these two joint ventures were now VIEs and that the Company is the primary beneficiary of each joint venture.  


Ground-Up Development -


The Company is engaged in ground-up development projects which consist of (i) U.S. ground-up development projects which will be held as long-term investments by the Company and (ii) various ground-up development projects located in Latin America for long-term investment.  During 2009, the Company changed its merchant building business strategy from a sale upon completion strategy to a long-term hold strategy. Those properties previously considered merchant building have been either placed in service as long-term investment properties or included in U.S. ground-up development projects.  The ground-up development projects generally have significant pre-leasing prior to the commencement of construction. As of December 31, 2009, the Company had in progress a total of 11 ground-up development projects, consisting of seven ground-up development projects located throughout Mexico, two ground-up development projects located in the U.S., one ground-up development project located in Chile, and one ground-up development project located in Brazil.


During 2009, the Company expended approximately $9.9 million to purchase its partners noncontrolling partnership interests in five of its former merchant building projects.  Since there was no change in control, these transactions resulted in an adjustment to the Company’s Paid-in capital of approximately $7.2 million.


Long-term Investment Projects -


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




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


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


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


Included within the Company’s ground-up development projects at December 31, 2009 are 10 consolidated entities that are VIEs and for which the Company is the primary beneficiary. These entities were established to develop real estate property to hold as long-term investments.  The Company’s involvement with these entities is through its majority ownership and management of the properties. These entities were deemed VIEs primarily based on the fact that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was the primary beneficiary of these VIEs as a result of its economic ownership percentage which provides that the Company would absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual returns, or both.  


At December 31, 2009, total assets of these VIEs were approximately $276.3 million and total liabilities were approximately $32.7 million. The classification of these assets is primarily within real estate and the classification of liabilities are primarily within accounts payable and accrued expenses in the Company’s Consolidated Balance Sheets.

 

The majority of the projected development costs to be funded to these VIEs, aggregating approximately $41.1 million, will be funded with capital contributions from the Company and when contractually obligated by the outside partner.  The Company has not provided financial support to the VIE that it was not previously contractually required to provide.


Also included within the Company’s ground-up developments at December 31, 2009, are 10 unconsolidated joint ventures, which are VIEs for which the Company is not the primary beneficiary. These joint ventures were primarily established to develop real estate property for long-term investment.  These entities were deemed VIEs primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support.  The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period.  The Company determined that it was not the primary beneficiary of these VIEs based on the fact that Company would receive less than a majority of the entity's expected losses, receive less than a majority of the entity's expected residual returns, or both.    


The Company’s aggregate investment in these VIEs was approximately $153.9 million as of December 31, 2009, which is included in Real estate under development in the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be $230.6 million, which primarily represents the Company’s current investment and estimated future funding commitments.  The Company has not provided financial support to these VIEs that it was not previously contractually required to provide.  All future costs of development will be funded with capital contributions from the Company and the outside partner in accordance with their respective ownership percentages.




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Kimsouth -


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


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


During 2009, the Company acquired the remaining 7.5% interest in Kimsouth for approximately $5.5 million. Since there was no change in control, this transaction resulted in an adjustment to the Company’s Additional paid in capital of approximately $3.9 million.


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


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


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


During the year ended December 31, 2007, Kimsouth’s income from the Albertson’s joint venture aggregated approximately $49.6 million, net of income tax.  This amount includes (i) an operating loss of approximately $15.1 million, net of an income tax benefit of approximately $10.1 million, (ii) distribution in excess of Kimsouth’s investment of approximately $10.4 million, net of income tax expense of approximately $6.9 million, and (iii) an extraordinary gain of approximately $54.3 million, net of income tax expense of approximately $36.2 million, resulting from purchase price allocation adjustments as determined in accordance with the FASB’s Business Combination guidance. In accordance with the FASB’s Equity Method and Joint Venture guidance, the Company has classified its 15% share of the extraordinary gain, net of income taxes, as a separate component on the Company’s Consolidated Statements of Operations.




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


5.  Dispositions of Real Estate:


Operating Real Estate -


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


Additionally, during 2009, a consolidated joint venture in which the Company has a preferred equity investment disposed of a portion of a property for a sales price of approximately $1.1 million. As a result of this capital transaction, the Company received approximately $0.1 million of profit participation.  This profit participation has been recorded as Income from other real estate investments in the Company’s Consolidated Statements of Operations.


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


During 2009, FNC Realty Corporation (“FNC”), a consolidated entity in which the Company holds a 53% controlling ownership interest, disposed of two properties, in separate transactions, for an aggregate sales price of approximately $2.4 million.  These transactions resulted in an aggregate pre-tax profit of approximately $0.9 million, before noncontrolling interest of $0.5 million. This income has been recorded as Income from other real estate investments in the Company’s Consolidated Statements of Operations.


During 2008, FNC disposed of a property for a sales price of approximately $3.3 million.  This transaction resulted in a pre-tax profit of approximately $2.1 million, before noncontrolling interest of $1.0 million. This income has been recorded as Income from other real estate investments in the Company’s Consolidated Statements of Operations.


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


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


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


Additionally, during 2008, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for a sales price of approximately $35.0 million. As a result of this capital transaction, the Company received approximately $3.5 million of profit participation, before noncontrolling interest of approximately $1.1 million.  This profit participation has been recorded as income from other real estate investments and is reflected in Income from discontinued operating properties in the Company’s Consolidated Statements of Operations.



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


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


Additionally, during 2007, two consolidated joint ventures in which the Company had preferred equity investments disposed of, in separate transactions, their respective properties for an aggregate sales price of approximately $66.5 million.  As a result of these capital transactions, the Company received approximately $22.1 million of profit participation, before noncontrolling interest of approximately $5.6 million.  This profit participation has been recorded as income from other real estate investments and is reflected in Income from discontinued operating properties in the Company’s Consolidated Statements of Operations.


Ground-up Development –


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


During 2008, the Company sold, in separate transactions, (i) two completed merchant building projects, (ii) 21 out-parcels, (iii) a partial sale of one project and (iv) a partnership interest in one project for aggregate proceeds of approximately $73.5 million and received approximately $4.1 million of proceeds from completed earn-out requirements on three previously sold merchant building projects.  These sales resulted in gains of approximately $36.6 million, before income taxes of $14.6 million.


During 2007, the Company sold, in separate transactions, (i) four of its recently completed merchant building projects, (ii) 26 out-parcels, (iii) 74.3 acres of undeveloped land and (iv) completed partial sales of two projects, for an aggregate total proceeds of approximately $310.5 million and received approximately $3.3 million of proceeds from completed earn-out requirements on previously sold projects. These sales resulted in pre-tax gains of approximately $40.1 million, before income taxes of $16.0 million.


6.  Adjustment of Property Carrying Values:


Impairments -


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


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



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During 2008, the Company had determined that for two of its ground-up development projects, located in Middleburg, FL and Miramar, FL, the estimated recoverable value will not exceed their estimated cost.  As a result, the Company recorded an aggregate pre-tax adjustment of property carrying value on these projects of $7.9 million, representing the excess of the carrying values of the projects over their estimated fair values.


During 2007, the Company’s recorded an aggregate pre-tax adjustment of property carrying value for two of its ground-up development projects, located in Jacksonville, FL and Anchorage, AK, of $8.5 million, representing the excess of the carrying values of the projects over their estimated fair values.  


These impairments were primarily due to declines in real estate fundamentals along with adverse changes in local market conditions and the uncertainty of their recovery.  The Company’s estimated fair values were based upon projected operating cash flows (discounted and unleveraged) of the property over its specified holding period. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors.  Capitalization rates and discount rates utilized in these models were based upon rates that the Company believes to be within a reasonable range of current market rates for the respective properties.


7.  Discontinued Operations and Assets Held for Sale:


The Company reports as discontinued operations assets held-for-sale as of the end of the current period and assets sold during the period.  All results of these discontinued operations are included in a separate component of income on the Consolidated Statements of Operations under the caption Discontinued operations.  This has resulted in certain reclassifications of 2009, 2008 and 2007 financial statement amounts.


The components of Income from discontinued operations for each of the three years in the period ended December 31, 2009, are shown below.  These include the results of operations through the date of each respective sale for properties sold during 2009, 2008 and 2007(in thousands):


 

 

2009

 

2008

 

2007

Discontinued operations:

 

 

 

 

 

 

Revenues from rental property

$

47 

$

6,316 

$

11,468 

Rental property expenses

 

(46)

 

(1,031)

 

(3,783)

Depreciation and amortization

 

(48)

 

(2,208)

 

(3,207)

Interest expense

 

 

(116)

 

(597)

(Loss)/income from other real estate Investments

 

(9)

 

3,451 

 

34,740 

Other (expense)/income, net

 

(116)

 

165 

 

(3,013)

 

 

 

 

 

 

 

(Loss)/income from discontinued operating properties

 

(172)

 

6,577 

 

35,608 

 

 

 

 

 

 

 

Provision for income taxes

 

(235)

 

 

 

 

 

 

 

 

 

Loss on operating properties held for sale/sold

 

(174)

 

(598)

 

(1,832)

 

 

 

 

 

 

 

Gain on disposition of operating Properties

 

689 

 

20,018 

 

5,538 

 

 

 

 

 

 

 

Income from discontinued operations

 

108 

 

25,997 

 

39,314 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

(1,281)

 

(5,740)

Income from discontinued operations attributable to the Company

$

108 

$

24,716 

$

33,574 


During 2008, the Company classified as held-for-sale four shopping center properties comprising approximately 0.2 million square feet of GLA.  The book value of each of these properties, aggregating approximately $16.2 million, net of accumulated depreciation of approximately $11.3 million, did not exceed each of their estimated fair value.  As a result, no adjustment of property carrying value had been recorded. The Company’s determination of the fair value for these properties, aggregating approximately $28.6 million, was based upon executed contracts of sale with third parties less estimated selling costs.  During 2009 and 2008, the Company reclassified one property previously classified as held-for-sale into held-for-use and completed the sale of three of these properties.



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


8.  Investment and Advances in Real Estate Joint Ventures:


Kimco Prudential Joint Ventures ("KimPru") -


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


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


During August 2008, KimPru entered into a $650.0 million credit facility, which bears interest at a rate of LIBOR plus 1.25% and was initially scheduled to mature in August 2009.  This facility included an option to extend the maturity date for one year, subject to certain requirements including a reduction of the outstanding balance to $485.0 million.  During August 2009, KimPru exercised the one-year extension option and made an additional payment to reduce the balance to $485.0 million; as such the credit facility is scheduled to mature in August 2010.  Proceeds from this credit facility were used to repay the outstanding balance of $658.7 million under the $1.2 billion credit facility, referred to above, which was scheduled to mature in October 2008 and bore interest at a rate of LIBOR plus 0.45%. This facility is guaranteed by the Company with a guarantee from PREI to the Company for 85% of any guaranty payment the Company is obligated to make.  As of December 31, 2009, the outstanding balance on the credit facility was $331.0 million. This outstanding balance is anticipated to be repaid with proceeds from property sales and partner capital contributions.

 

During 2009, KimPru sold 22 operating properties for an aggregate sales price of approximately $214.0 million, comprised of (i) 11 operating properties sold to the Company for an aggregate sales price of approximately $106.9 million.  These sales resulted in an aggregate net gain of approximately $0.9 million of which the Company’s share was approximately $0.1 million and (ii) 11 operating properties and its interest in an unconsolidated joint venture, sold in separate transactions, for an aggregate sales price of approximately $107.1 million.  These sales resulted in an aggregate net loss of approximately $0.1 million.  Proceeds from these property sales were used to repay a portion of the outstanding balance on the $650.0 million credit facility.  


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


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



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During 2009, KimPru (i) repaid approximately $52.4 million of non-recourse mortgage debt which bore interest at rates ranging from 4.92% to 8.30% and was scheduled to mature in 2009, (ii) refinanced an aggregate $46.5 million in mortgage debt encumbering four properties, which bore interest at a rate of 7.10% and matured during 2009, with $48.0 million in mortgage debt which bears interest at a rate of 7.875% and is scheduled to mature in 2016 and (iii) obtained new mortgages encumbering three properties aggregating approximately $33.0 million which bear interest at a rate of LIBOR plus 5.75% and are scheduled to mature in 2012.  Proceeds from these mortgages were used to repay a portion of the outstanding balance on the $650.0 million credit facility.


During 2009, the Company recognized non-cash impairment charges of $28.5 million, against the carrying value of its investment in KimPru, reflecting an other-than-temporary decline in the fair value of its investment resulting from a further decline in the real estate markets.


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


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


In addition to the impairment charges above, KimPru recognized impairment charges during 2008 of approximately $74.6 million, of which the Company’s share was $11.2 million, before an income tax benefit of approximately $4.5 million, relating to certain properties held by an unconsolidated joint venture within the KimPru joint venture that are deemed held-for-sale or were transitioned from held-for-sale to held-for-use properties. 


During January 2007, the Company and PREI entered into a new joint venture in which the Company holds a 15% noncontrolling interest (“KimPru II”), which acquired 16 operating properties, aggregating 3.3 million square feet of GLA, for an aggregate purchase price of approximately $822.5 million, including the assumption of approximately $487.0 million in non-recourse mortgage debt.  Six of these properties were transferred from a joint venture in which the Company held a 5% noncontrolling ownership interest.  One of the properties was transferred from a joint venture in which the Company held a 30% noncontrolling ownership interest.  As a result of this transaction, the Company recognized profit participation of approximately $3.7 million and recognized its share of the gain. The Company accounts for its investment in KimPru II under the equity method of accounting.  In addition, the Company manages the portfolios and earns acquisition fees, leasing commissions, property management fees and construction management fees.  


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


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


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



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As of December 31, 2009, the KimPru and KimPru II portfolios were comprised of 97 shopping center properties aggregating approximately 16.3 million square feet of GLA located in 12 states.  


For the year ended December 31, 2009, two of the ventures within KimPru (PRK Holdings I LLC and PRK Holdings II LLC) are considered significant subsidiaries of the Company based upon reaching certain income thresholds per the Securities and Exchange Commission’s (“SEC”) Regulation S-X Rule 3-09.  The Company’s equity in income from each of these ventures for the year ended December 31, 2009, exceeded 20% of the Company’s income from continuing operations, as such the Company has included audited financial statements of these ventures as Exhibit 99.3 and Exhibit 99.4 to this annual report on Form 10-K.  Additionally, the Company’s equity in income from KimPru II for the year ended December 31, 2009, exceeded 10% of the Company’s income from continuing operations, as such the Company is providing summarized financial information for KimPru II as follows (in millions):


 

 

KimPru II

 

 

December 31,

 

 

2009

 

2008

Assets:

 

 

 

 

Real estate, net

$

731.3

$

797.5

Other assets

 

22.6

 

23.7

 

$

753.9

$

821.2

Liabilities and Members' Capital:

 

 

 

 

Notes payable

$

-

$

-

Mortgages payable

 

442.8

 

481.9

Other liabilities

 

9.6

 

10.9

Noncontrolling interests

 

-

 

-

Members' capital

 

301.5

 

328.4

 

$

753.9

$

821.2


 

 

KimPru II

 

 

December 31,

 

 

2009

 

2008

 

2007

Revenues from rental properties

$

69.6 

$

73.6 

$

65.7 

 

 

 

 

 

 

 

Operating expenses

 

(18.8)

 

(19.5)

 

(17.5)

Interest expense

 

(24.8)

 

(25.0)

 

(24.4)

Depreciation and amortization

 

(23.2)

 

(26.5)

 

(18.2)

Impairments

 

(11.4)

 

 

Other income/(expense), net

 

11.0 

 

0.1 

 

0.4 

 

 

(67.2)

 

(70.9)

 

(59.7)

(Loss)/income from continuing operations

 

2.4 

 

2.7 

 

6.0 

Discontinued operations:

 

 

 

 

 

 

(Loss)/income from discontinued operations

 

(7.0)

 

0.2 

 

0.3 

Loss on disposition of properties

 

(4.5)

 

 

Net (loss)/income

$

(9.1)

$

2.9 

$

6.3 



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


The Company holds a 45% noncontrolling limited partnership interest in KIR and has a master  management agreement whereby the Company performs services for fees relating to the management, operation, supervision and maintenance of the joint venture properties.  



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During 2009, KIR repaid three maturing non-recourse mortgages aggregating approximately $40.3 million, which bore interest at 7.57%. KIR also obtained five new non-recourse mortgages on four previously unencumbered properties aggregating approximately $45.9 million bearing interest at rates ranging from 6.30% to 7.25% with maturity dates ranging from 2012 to 2019.  


In addition, during 2009, KIR refinanced approximately $27.2 million of mortgage debt  encumbering one property, which bore interest at a rate of 8.3% and matured during 2009, with new mortgage debt of approximately $27.5 million which bears interest at 7.25% and is scheduled to mature in 2014.  


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


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


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


During 2009, KIR recognized an impairment charge relating to one property of approximately $5.0 million.  The Company’s share of this impairment charge was approximately $2.3 million which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations. This operating property is currently in foreclosure proceedings with the third party mortgage lender.  


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


As of December 31, 2009, the KIR portfolio was comprised of 62 shopping center properties aggregating approximately 13.1 million square feet of GLA located in 18 states.


For the year ended December 31, 2009, KIR is considered a significant subsidiary of the Company based upon reaching certain income thresholds per the SEC Regulation S-X Rule 3-09.  The Company’s equity in income from KIR for the year ended December 31, 2009, exceeded 20% of the Company’s income from continuing operations, as such the Company has included audited financial statements of KIR as Exhibit 99.2 to this annual report on Form 10-K.


RioCan Investments -


During October 2001, the Company formed three joint ventures (collectively, the "RioCan Ventures") with RioCan Real Estate Investment Trust ("RioCan"), in which the Company has 50% noncontrolling interests, to acquire retail properties and development projects in Canada. The acquisition and development projects are to be sourced and managed by RioCan and are subject to review and approval by a joint oversight committee consisting of RioCan management and the Company’s management personnel.  Capital contributions will only be required as suitable opportunities arise and are agreed to by the Company and RioCan.


During 2009, the RioCan Ventures refinanced approximately $30.3 million in mortgage debt with approximately $46.1 million in mortgage debt which bears interest at rates ranging from 5.90% to 6.82% and maturity dates ranging from five years to ten years.


Additionally, during June 2008, the RioCan Ventures, through a newly formed joint venture, acquired 10 operating properties, aggregating 1.1 million square feet of GLA, for an aggregate purchase price of approximately $153.4 million, including the assumption of approximately $81.1 million in non-recourse mortgage debt.  



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As of December 31, 2009, the RioCan Ventures, were comprised of 45 operating properties and one joint venture investment consisting of approximately 9.3 million square feet of GLA.


The Company’s equity in income from the Riocan Ventures for the year ended December 31, 2009, exceeded 10% of the Company’s income from continuing operations, as such the Company is providing summarized financial information for the RioCan Ventures  as follows (in millions):


 

 

December 31,

 

 

2009

 

2009

Assets:

 

 

 

 

Real estate, net

$

1,137.4

$

993.5

Other assets

 

24.3

 

24.3

 

$

1,161.7

$

1,017.8

Liabilities and Members' Capital:

 

 

 

 

Mortgages payable

$

899.4

$

767.8

Other liabilities

 

16.4

 

14.0

Members' capital

 

245.9

 

236.0

 

$

1,161.7

$

1,017.8


 

 

December 31,

 

 

2009

 

2008

 

2007

Revenues from rental properties

$

175.6 

$

179.7 

$

170.6 

 

 

 

 

 

 

 

Operating expenses

 

(65.1)

 

(64.4)

 

(60.4)

Interest expense

 

(47.5)

 

(47.3)

 

(42.7)

Depreciation and amortization

 

(31.4)

 

(28.5)

 

(26.0)

Other income, net

 

-

 

0.6 

 

0.5 

 

 

(144.0)

 

(139.6)

 

(128.6)

Net income

$

31.6 

$

40.1 

$

42.0 


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


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


During 2009, KROP recognized an impairment charge relating to one property of approximately $2.2 million based on the estimated fair value.  The Company’s share of this impairment charge was approximately $1.0 million which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations. This operating property was foreclosed on by the third party mortgage lender in exchange for forgiveness of the outstanding debt, this transaction resulted in no gain or loss.  


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


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



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


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


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


As of December 31, 2009, the KROP portfolio was comprised of two operating properties aggregating approximately 0.1 million square feet of GLA located in two states.


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


 

 

December 31,

 

 

2009

 

2008

Assets:

 

 

 

 

Real estate, net

$

67.4

$

83.5

Other assets

 

7.6

 

5.5

 

$

75.0

$

89.0

Liabilities and Members' Capital:

 

 

 

 

Mortgages payable

$

56.4

$

68.4

Other liabilities

 

0.7

 

1.4

Noncontrolling interests

 

4.2

 

3.9

Members' capital

 

13.7

 

15.3

 

$

75.0

$

89.0


 

 

December 31,

 

 

2009

 

2008

 

2007

Revenues from rental properties

$

7.3

$

7.1

$

7.7

Operating expenses

 

(2.3)

 

(2.3)

 

(2.4)

Interest expense

 

(2.5)

 

(3.1)

 

(3.9)

Depreciation and amortization

 

(2.3)

 

(2.4)

 

(2.3)

Impairments of real estate

 

(2.3)

 

-

 

Other (expense)/income, net

 

(1.0)

 

2.1

 

(0.9)

 

 

(10.4)

 

(5.7)

 

(9.5)

(Loss)/Income from continuing operations

 

(3.1)

 

1.4

 

(1.8)

Discontinued operations:

 

 

 

 

 

 

Income/(Loss) from discontinued operations

 

0.1

 

(2.3)

 

4.1

Gain on disposition of properties

 

1.4

 

20.5

 

147.8

Net (loss)/income

$

(1.6)

$

19.6

$

150.1


PL Retail -


During December 2004, the Company acquired the Price Legacy Corporation through a newly formed joint venture, PL Retail LLC ("PL Retail"), in which the Company had a 15% noncontrolling interest and managed the portfolio.  In connection with this transaction, PL Retail had acquired 33 operating properties aggregating approximately 7.6 million square feet of GLA located in ten states.  



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


During 2009, prior to the Company acquiring PL Retail, PL Retail refinanced an aggregate $118.6 million in mortgage debt, which bore interest at rates ranging from 8.18% to 10.18% and matured during 2009, with $131.5 million in mortgage debt which bears interest at rates ranging from LIBOR plus 400 basis points to 7.70% and maturity dates ranging from 2014 to 2016.


Additionally, during 2009, prior to the Company acquiring PL Retail, PL Retail recognized a non-cash impairment charge of approximately $2.6 million relating to a property held-for-sale based on its estimated sales price.  The Company’s share of this impairment charge was approximately $0.4 million which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations. PL Retail, subsequently sold this property for a sales price of $104.0 million which resulted in a loss of approximately $1.1 million, of which the Company’s share was approximately $0.2 million.  Proceeds from this sale were used to partially pay down the outstanding balance on PL Retail’s revolving credit facility described below.


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


PL Retail had a $39.5 million unsecured revolving credit facility, which bore interest at LIBOR plus 400 basis points, with a LIBOR floor of 1.5%,and was scheduled to mature in February 2010. This facility was guaranteed by the Company and the joint venture partner had guaranteed reimbursement to the Company of 85% of any guaranty payment the Company was obligated to make.  During 2009, the joint venture fully repaid the outstanding balance and terminated this credit facility utilizing proceeds from the property sale transactions described above.


The Company’s equity in income from PL Retail for the period from January 1, 2009 through the transaction date of November 4, 2009, exceeded 10% of the Company’s income from continuing operations; as such the Company is providing summarized financial information for PL Retail as follows (in millions):


 

 

December 31,

 

 

2009

 

2008

Assets:

 

 

 

 

Real estate, net

$

-

$

861.8

Other Assets

 

-

 

117.3

 

$

-

$

979.1

Liabilities and Members' Capital:

 

 

 

 

Notes payable

$

-

$

35.6

Mortgages payable

 

-

 

649.0

Other liabilities

 

-

 

10.6

Noncontrolling interests

 

-

 

56.9

Members' capital

 

-

 

227.0

 

$

-

$

979.1




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

 

December 31,

 

 

2009

 

2008

 

2007

Revenues from rental properties

$

58.6 

$

83.1 

$

87.2 

 

 

 

 

 

 

 

Operating expenses

 

(20.7)

 

(23.9)

 

(26.1)

Interest expense

 

(27.0)

 

(30.2)

 

(37.1)

Depreciation and amortization

 

(19.7)

 

(23.4)

 

(22.8)

Impairments of real estate

 

(2.6)

 

 

Other (expense)/income, net

 

(0.1)

 

1.2 

 

1.7 

 

 

(70.1)

 

(76.3)

 

(84.3)

(Loss)/income from continuing operations

 

(11.5)

 

6.8 

 

2.9 

Discontinued operations:

 

 

 

 

 

 

Income from discontinued operations

 

18.9 

 

0.3 

 

1.1 

Gain on disposition of properties

 

57.5 

 

 

13.5 

Net income

$

64.9 

$

7.1 

$

17.5 


InTown Suites –


During June 2007, the Company entered into a joint venture, in which the Company has a noncontrolling ownership interest, and acquired all of the common stock of InTown Suites Management, Inc, which holds 138 extended stay residential properties (“InTown Suites”).  This investment was funded with approximately $186.0 million of new cross-collateralized non-recourse mortgage debt with a fixed interest rate of 5.59%, encumbering 35 properties, a $153.0 million three-year unsecured credit facility, with two one-year extension options, which bears interest at LIBOR plus 0.375% and is guaranteed by the Company and the assumption of $278.6 million cross-collateralized non-recourse mortgage debt with fixed interest rates ranging from 5.19% to 5.89%, encumbering 86 properties. The joint venture partner has pledged its equity interest for any guaranty payment the Company is obligated to pay. The outstanding balance on the three-year unsecured credit facility was $147.5 million as of December 31, 2008.


For the year ended December 31, 2009, InTown Suites is considered a significant subsidiary of the Company based upon reaching certain income thresholds per the SEC Regulation S-X Rule 3-09.  The Company’s equity in income from InTown Suites for the year ended December 31, 2009, exceeded 20% of the Company’s income from continuing operations, as such the Company has included  audited financial statements of InTown Suites as Exhibit 99.1 to this annual report of Form 10-K.


Kimco/UBS Joint Ventures ("KUBS") -


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


During 2009, KUBS refinanced $7.4 million in mortgage debt encumbering one property, which bore interest at a rate of 4.74% and matured during 2009, with $6.0 million in mortgage debt which bears interest at a rate of 6.64% and is scheduled to mature in 2014.  


As of December 31, 2009, the KUBS portfolio was comprised of 43 operating properties aggregating approximately 6.2 million square feet of GLA located in 12 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.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




During 2009, the Company acquired a land parcel located in San Luis Potosi, Mexico, through a joint venture in which the Company has a noncontrolling interest, for an aggregate purchase price of approximately $0.8 million.  The Company accounts for its investment in this joint venture under the equity method of accounting.  The Company’s aggregate investment resulting from this transaction was approximately $0.4 million.  


During 2009, a joint venture in which the Company held a 10% noncontrolling interest sold an operating property to the Company for a sales price of approximately $23.6 million, including the assumption of a $13.5 million non-recourse mortgage. This sale resulted in a gain of approximately $3.4 million at the joint venture level of which the Company’s share of the gain was approximately $0.3 million.  As a result of this transaction, the Company recognized a gain of approximately $0.3 million related to a change in control and remeasuring the Company’s 10% noncontrolling equity interest to fair value, the Company now consolidates this entity.    


During 2009, a joint venture in which the Company had a noncontrolling interest refinanced approximately $13.2 million in mortgage debt encumbering one property, which bore interest at a rate of 4.00% and matured during 2009, with $13.6 million in mortgage debt which bears interest at a rate of LIBOR plus 350 basis points and is scheduled to mature in 2012.


Also during 2009, a joint venture in which the Company has a 50% noncontrolling ownership interest obtained a new three-year $53.0 million loan which bears interest at a rate of 7.85%.  Proceeds from this mortgage and an additional $15.0 million capital contribution from the partners were used to repay $68.0 million in mortgage debt, which was scheduled to mature in 2009 and bore interest at a rate of LIBOR plus 1.16%. This mortgage is jointly and severally guaranteed by the Company and the other 50% noncontrolling ownership interest holder. As of December 31, 2009, the outstanding balance on this loan was $52.8 million.


Additionally during 2009, a joint venture in which the Company has a 30% noncontrolling ownership interest obtained a new $59.0 million three-year mortgage loan, which bears interest at a rate of LIBOR plus 350 basis points. The Company and the holder of the remaining 70% ownership interest guarantee, jointly and severally, up to $10.0 million of this mortgage.  As of December 31, 2009, the outstanding balance on this loan was $59.0 million.


During June 2009, the Company recognized non-cash impairment charges of approximately $12.2 million, against the carrying value of its investments in six joint ventures, reflecting an other-than-temporary decline in the fair value of these investments resulting from a further decline in the real estate markets.  Estimated fair values were based upon discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and where applicable, any estimated fair value debt premiums.  Capitalization rates, discount rates and credit spreads utilized in these models were based upon rates that the Company believes to be within a reasonable range of current market rates for the respective properties.


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



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

 

 

 

 

 

Purchase Price

Property Name

 

Location

 

Month

Acquired

 

Cash

 

Debt

 

Total

InTown Suites

(2 extended stay residential

properties, 299 units)

 

Houston,TX

 

Feb-08

$

8,750

$

-

$

8,750

 

 

 

 

 

 

 

 

 

 

 

American Industries

(land parcel)

 

Chihuahua,Mexico

 

Feb-08

 

1,933

 

-

 

1,933

 

 

 

 

 

 

 

 

 

 

 

American Industries

 

Monterrey,Mexico

 

Apr-08

 

8,700

 

-

 

8,700

 

 

 

 

 

 

 

 

 

 

 

Little Ferry(leasehold interest)

 

LittleFerry,NJ

 

June-08

 

5,000

 

-

 

5,000

 

 

 

 

 

 

 

 

 

 

 

Tacoma Plaza

 

Dartmouth,Canada

 

Sept-08

 

8,714

 

9,026

 

17,740

 

 

 

 

 

 

 

 

 

 

 

American Industries

(land parcel)

 

SanLuisPotosi,Mexico

 

Sept-08

 

224

 

-

 

224

 

 

 

 

 

 

 

 

 

 

 

River Point Shopping Center

 

BritishColumbia,Canada

 

Nov-08

 

4,486

 

11,606

 

16,092

 

 

 

 

 

 

 

 

 

 

 

Patio-Portfolio II (4 properties)

 

Santiago,Chile

 

Nov-08

 

3,810

 

-

 

3,810

 

 

Total Acquisitions

 

 

$

41,617

$

20,632

$

62,249


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


The Company’s equity in income for the year ended December 31, 2009, from a joint venture that holds an operating property in Tustin, CA, in which the Company holds a noncontrolling interest (“Tustin”) exceeded 10% of the Company’s income from continuing operations), as such the Company is providing summarized financial information for this investment below (in millions):


 

 

Tustin

 

 

December 31,

 

 

2009

 

2008

Assets:

 

 

 

 

Real estate, net

$

187.2 

$

195.8

Other assets

 

13.6 

 

13.9

 

$

200.8 

$

209.7

Liabilities and Members’ Capital:

 

 

 

 

Mortgages Payable

$

206.0 

$

206.0

Other liabilities

 

2.8 

 

3.3

Members’ (deficit)/capital

 

(8.0)

 

0.4

 

$

200.8 

$

209.7




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

 

Tustin

 

 

December 31,

 

 

2009

 

2008

 

2007

Revenues from rental properties

$

22.6 

$

21.8 

$

3.7 

 

 

 

 

 

 

 

Operating expenses

 

(6.5)

 

(8.0)

 

(1.8)

Interest expense

 

(14.0)

 

(15.3)

 

(3.6)

Depreciation and amortization

 

(10.4)

 

(10.6)

 

(3.3)

Other (expense)/income, net

 

(0.1)

 

4.3 

 

4.4 

 

 

(31.0)

 

(29.6)

 

(4.3)

Net loss

$

(8.4)

$

(7.8)

$

(0.6)


Summarized financial information for real estate joint ventures (excluding the seven discussed above, which are presented separately) is as follows (in millions):


 

 

December 31,

 

 

2009

 

2008

Assets:

 

 



Real estate, net

$

4,725.2

$

4,739.5

Other assets

 

333.9

 

267.1

 

$

5,059.1

$

5,006.6

Liabilities and Partners’/Members’ Capital:

 

 

 

 

Notes payable

$

88.3

$

137.1

Mortgages payable

 

2,862.6

 

2,842.2

Construction loans

 

109.0

 

119.6

Other liabilities

 

146.2

 

149.0

Noncontrolling interests

 

1.6

 

1.0

Partners’/Members’ capital

 

1,851.4

 

1,757.7

 

$

5,059.1

$

5,006.6


 

 

Year Ended December 31,

 

 

2009

 

2008

 

2007

Revenues from rental property

$

588.8 

$

586.4 

$

558.3 

Operating expenses

 

(191.9)

 

(190.7)

 

(184.5)

Interest expense

 

(166.8)

 

(180.4)

 

(174.9)

Depreciation and amortization

 

(164.5)

 

(162.4)

 

(144.4)

Other expense, net

 

(36.6)

 

(27.0)

 

(14.7)

 

 

(559.8)

 

(560.5)

 

(518.5)

Income from continuing operations

 

29.0 

 

25.9 

 

39.8 

Discontinued Operations:

 

 

 

 

 

 

Income from discontinued operations

 

2.1 

 

 

0.1 

Gain on dispositions of properties

 

7.8 

 

13.4 

 

104.9 

Net income

$

38.9 

$

39.3 

$

144.8 


Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling approximately $25.5 million and $9.7 million at December 31, 2009 and 2008, respectively. The Company and its subsidiaries have varying equity interests in these real estate joint ventures, which may differ from their proportionate share of net income or loss recognized in accordance with GAAP.



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The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments.  Generally such investments contain operating properties and the Company has determined these entities do not contain the characteristics of a VIE.  As of December 31, 2009 and 2008, the Company’s carrying value in these investments approximated $1.1 billion and $1.2 billion, respectively.  


9.  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 2009, the Company provided, in separate transactions, an aggregate of approximately $0.4 million in investment capital to developers and owners of two real estate properties.  During 2008, the Company provided, in separate transactions, an aggregate of approximately $51.9 million in investment capital to developers and owners of 28 real estate properties.  As of December 31, 2009, the Company’s net investment under the Preferred Equity program was approximately $520.8 million relating to 615 properties, including 402 net lease properties described below. For the years ended December 31, 2009, 2008 and 2007, the Company earned approximately $30.4 million, including $2.5 million of profit participation earned from five capital transactions, $66.8 million, including $24.6 million of profit participation earned from five capital transactions, and $67.1 million, including $30.5 million of profit participation earned from 18 capital transactions, respectively, from its preferred equity investments.


Included in the capital transactions described above for the year ended December 31, 2008, was the sale of the Company’s preferred equity investment in an operating property to its partner for approximately $29.5 million.  The Company provided seller financing to the partner for approximately CAD $24.0 million (approximately USD $23.5 million), which bears interest at a rate of 8.5% per annum and has a maturity date of June 2013.  The Company evaluated this transaction pursuant to the provisions of the FASB’s real estate sales guidance and accordingly, recognized profit participation of approximately $10.8 million.


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


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


During 2007, the Company invested approximately $81.7 million of preferred equity capital in an entity which was comprised of 403 net leased properties which consist of 30 master leased pools with each pool leased to individual corporate operators (“USRA Venture”).  Each master leased pool is accounted for as a direct financing lease.  These properties consist of a diverse array of free-standing restaurants, fast food restaurants, convenience and auto parts stores.  The Company determined that this entity was a VIE, based on the fact that certain non-equity holders have the right to receive expected residual returns from this entity. The Company also determined that it was not the primary beneficiary of this VIE based on the fact that the Company is in a preferred position and would not absorb a majority of expected losses, nor would receive a majority of the entities expected residual returns.  As of December 31, 2009, these properties were encumbered by third party loans aggregating approximately $418.5 million with interest rates ranging from 5.08% to 10.47% with a weighted average interest rate of 9.3% and maturities ranging from two years to 13 years. The Company’s investment in this VIE as of December 31, 2009 was $102.4 million.  The Company has not provided financial support to the VIE that it was not previously contractually required to provide.  




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




The Company’s equity in income from the USRA Venture for the year ended December 31, 2009, exceeded 10% of the Company’s income from continuing operations, as such the Company is providing summarized financial information for the investment as follows (in millions):


 

 

2009

 

2008

Assets:

 

 

 

 

Investment in direct financing leases, net

$

701.1

$

668.6

 

 

 

 

 

Liabilities and Members’ Capital:

 

 

 

 

Mortgages payable, including fair market value of debt

of $85 million

$

503.5

$

521.4

Members’ capital

 

197.6

 

147.2

 

$

701.1

$

668.6


 

 

Year Ended December 31,

 

 

2009

 

2008

 

2007

Interest income from direct financing leases

$

52.6 

$

52.6 

$

25.8 

 

 

 

 

 

 

 

Interest expense

 

(31.9)

 

(32.9)

 

(16.8)

Impairment (a)

 

(20.0)

 

 

Other expense, net

 

(0.1)

 

(0.1)

 

(0.1)

 

 

(52.0)

 

(33.0)

 

(16.9)

Net Income

$

0.6 

$

19.6 

$

8.9 


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


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


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


The Company’s equity in income from three of its preferred equity investments for the year ended December 31, 2009, exceeded 10% of the Company’s income from continuing operations, as such the Company is providing summarized financial information for the investments as follows (in millions):


 

 

MBC(a)

 

Foothills(b)

 

Delray & JCC(c)

 

 

 

 

 

 

December 31,

 

 

 

 

 

 

2009

 

2008

 

2009

 

2008

 

2009

 

2008

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate, net

$

-

$

55.6

$

93.1

$

95.9

$

21.3 

$

31.2

Other assets

 

-

 

3.7

 

4.6

 

5.5

 

0.6 

 

0.7

 

$

-

$

59.3

$

97.7

$

101.4

$

21.9 

 

31.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Members’ Capital:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgages payable

$

-

$

50.7

$

81.0

$

81.0

$

25.0 

$

25.0

Other liabilities

 

-

 

1.2

 

2.3

 

3.1

 

0.9 

 

0.3

Members’ capital

 

-

 

7.4

 

14.4

 

17.3

 

(4.0)

 

6.6

 

$

-

$

59.3

$

97.7

$

101.4

$

21.9 

$

31.9






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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




 

 

MBC (a)

 

Foothills (b)

 

Delray & JCC (c)

 

 

Year Ended December 31,

 

 

2009

 

2008

 

2007

 

2009

 

2008

 

2007

 

2009

 

2008

 

2007

Revenues from Rental Property

$

6.9 

$

7.3 

$

7.8 

$

13.3 

$

14.0 

$

13.4 

$

1.4 

$

1.4 

$

0.6 

Operating expenses

 

(3.4)

 

(3.0)

 

(3.2)

 

(6.0)

 

(5.8)

 

(6.0)

 

(0.9)

 

(1.1)

 

(0.3)

Interest expense

 

(2.3)

 

(2.7)

 

(2.8)

 

(5.0)

 

(5.0)

 

(5.0)

 

(1.2)

 

(1.4)

 

(0.6)

Depreciation and amortization

 

(2.5)

 

(2.3)

 

(3.6)

 

(4.6)

 

(4.0)

 

(4.4)

 

(0.7)

 

(0.8)

 

(0.1)

Other, net

 

(0.2)

 

0.1 

 

0.3 

 

 

 

0.2 

 

 

 

 

 

(8.4)

 

(7.9)

 

(9.3)

 

(15.6)

 

(14.8)

 

(15.2)

 

(2.8)

 

(3.3)

 

(1.0)

Net loss

$

(1.5)

$

(0.6)

$

(1.5)

$

(2.3)

$

(0.8)

$

(1.8)

$

(1.4)

$

(1.9)

$

(0.4)


(a)

Represents a preferred equity investment which holds three operating properties in Boston, MA.   The Company sold its interest in this preferred equity joint venture during 2009, as such the result from operations are for the period the investment was held.

(b)

Represents a preferred equity investment which holds an operating property in Tucson, AZ.

(c)

Represents a preferred equity investment which holds two properties in Delray Beach, FL.


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


 

 

December 31,

 

 

2009

 

2008

Assets:

 

 

 

 

   Real estate, net

$

1,886.5

$

1,829.6

   Other assets

 

155.0

 

112.8

 

$

2,041.5

$

1,942.4

Liabilities and Partners’/Members’ Capital:

 

 

 

 

   Notes and mortgages payable

$

1,511.8

$

1,411.2

   Other liabilities

 

64.8

 

60.6

   Partners’/Members’ capital

 

464.9

 

470.6

 

$

2,041.5

$

1,942.4


 

 

Year Ended December 31,

 

 

2009

 

2008

 

2007

Revenues from rental property

$

237.7 

$

238.0 

$

218.7 

Operating expenses

 

(86.4)

 

(90.1)

 

(77.9)

Interest expense

 

(72.1)

 

(78.1)

 

(82.2)

Depreciation and amortization

 

(59.9)

 

(56.6)

 

(52.1)

Other expense, net

 

(9.3)

 

(1.7)

 

(1.6)

 

 

(227.7)

 

(226.5)

 

(213.8)

Gain on disposition of properties

 

1.6 

 

8.5 

 

90.5 

Net income

$

11.6 

$

20.0 

$

95.4 


In addition to the net leased portfolio VIE discussed above, the Company’s preferred equity investments include two additional investments that are VIEs for which the Company is not the primary beneficiary. These joint ventures were primarily established to develop real estate property for long-term investment. These entities were deemed VIEs primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support.  The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period.  The Company determined that it was not the primary beneficiary of these VIEs based on the fact that the Company is in a preferred position and would not absorb a majority of expected losses, nor would it receive a majority of the entity's expected residual returns.



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The Company’s aggregate investment in these VIEs was approximately $3.0 million as of December 31, 2009, which is included in Other real estate investments in the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be $5.5 million, which primarily represents the Company’s current investment and estimated future funding commitments.  One of these entities is encumbered by third party debt aggregating $0.9 million. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide.  All future costs of development will be funded with capital contributions from the Company and the outside partners in accordance with their respective ownership percentages.   


The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital.  As of December 31, 2009 and 2008, the Company’s invested capital in its preferred equity investments approximated $520.8 million and $534.0 million, respectively.


Other -


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


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, 2009, 2008 and 2007, was approximately $0.8 million, $2.7 million and $1.2 million, respectively. These amounts represent sublease revenues during the years ended December 31, 2009, 2008 and 2007, of approximately $5.2 million, $7.1 million and $7.7 million, respectively, less related expenses of $4.4 million, $4.4 million and $5.1 million, respectively. The Company's future minimum revenues under the terms of all non-cancelable tenant subleases and future minimum obligations through the remaining terms of its retail store leases, assuming no new or renegotiated leases are executed for such premises, for future years are as follows (in millions): 2010, $6.0 and $3.7; 2011, $4.9 and $3.7; 2012, $3.8 and $2.9; 2013, $3.0 and $2.1; 2014, $1.8 and $1.2  and thereafter, $2.6 and $1.4, respectively.


Leveraged Lease -


During June 2002, the Company acquired a 90% equity participation interest in an existing leveraged lease of 30 properties. The properties are leased under a long-term bond-type net lease whose primary term expires in 2016, with the lessee having certain renewal option rights.  The Company’s cash equity investment was approximately $4.0 million.  This equity investment is reported as a net investment in leveraged lease in accordance with the FASB’s Lease guidance.    


From 2002 to 2008, 18 of these properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $31.2 million.


As of December 31, 2009, the remaining 12 properties were encumbered by third-party non-recourse debt of approximately $38.4 million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease.


As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease.  Accordingly, this obligation has been offset against the related net rental receivable under the lease.




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At December 31, 2009 and 2008, the Company’s net investment in the leveraged lease consisted of the following (in millions):


 

 

2009

 

2008

Remaining net rentals

$

44.1

$

53.8

Estimated unguaranteed residual value

 

31.7

 

31.7

Non-recourse mortgage debt

 

(34.5)

 

(38.5)

Unearned and deferred income

 

(37.0)

 

(43.0)

Net investment in leveraged lease

$

4.3

$

4.0


10.  Mortgages and Other Financing Receivables:


The Company has various mortgages and other financing receivables which consist of loans acquired and loans originated by the Company.  For a complete listing of the Company’s mortgages and other financing receivables at December 31, 2009, see Financial Statement Schedule IV included in this annual report on Form 10-K.


The following table reconciles mortgage loans and other financing receivables from January 1, 2007 to December 31, 2009 (in thousands):


 

 

2009

 

2008

 

2007

Balance at January 1

$

181,992 

$

153,847 

$

162,669 

 

 

 

 

 

 

 

Additions:

 

 

 

 

 

 

   New mortgage loans

 

8,316 

 

86,247 

 

62,362 

   Additions under existing mortgage loans

 

707 

 

8,268 

 

38,122 

   Foreign currency translation

 

6,324 

 

 

   Capitalized loan costs

 

60 

 

605 

 

675 

   Amortization of loan discounts

 

247 

 

247 

 

271 

 

 

 

 

 

 

 

Deductions:

 

 

 

 

 

 

   Collections of principal

 

(43,578)

 

(48,633)

 

(105,277)

   Loan foreclosures

 

(17,312)

 

 

   Loan impairments

 

(3,800)

 

 

   Charge off/foreign currency translation

 

 

(15,630)

 

(1,837)

   Amortization of loan premiums

 

(1,024)

 

(2,279)

 

(2,298)

   Amortization of loan costs

 

(600)

 

(680)

 

(840)

Balance at December 31

$

131,332 

$

181,992 

$

153,847 


As noted in the table above, during 2009, the Company recognized non-cash impairment charges of approximately $3.8 million, against the carrying value of two mortgage loans.  Approximately $3.5 million of the $3.8 million of impairment charges was related to a mortgage receivable that was in default.  The Company began foreclosure proceedings on the underlying property during June 2009 and the process was completed in the fourth quarter 2009.  This impairment charge reflects the decrease in the estimated fair values of the real estate collateral.




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11.  Marketable Securities:


The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2009 and 2008, are as follows (in thousands):


 

 

December 31, 2009

 

 

Amortized

Cost

 

Gross

Unrealized

Gains

 

Gross

Unrealized

Losses

 

Estimated

Fair Value

Available-for-sale:

 

 

 

 

 

 

 

 

   Equity and debt securities

$

182,826

$

4,896

$

$(21,629)

$

166,093

Held-to-maturity:

 

 

 

 

 

 

 

 

   Other debt securities

 

43,500

 

1,454

 

(7,042)

 

37,912

Total marketable securities

$

226,326

$

6,350

$

(28,671)

$

204,005


 

 

December 31, 2008

 

 

Amortized

Cost

 

Gross

Unrealized

Gains

 

Gross

Unrealized

Losses

 

Estimated

Fair Value

Available-for-sale:

 

 

 

 

 

 

 

 

   Equity and debt securities

$

220,560

$

122

$

(60,518)

$

160,164

Held-to-maturity:

 

 

 

 

 

 

 

 

   Other debt securities

 

98,010

 

2,177

 

(41,565)

 

58,622

Total marketable securities

$

$ 318,570

$

2,299

$

(102,083)

$

218,786


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


In accordance with the FASB’s Derivative and Hedging guidance, the Company has bifurcated the conversion option within the Valad convertible notes and has separately accounted for this option as an embedded derivative.  The original host instrument is classified as an available-for-sale security at fair value and is included in Marketable securities on the Company’s Consolidated Balance Sheets with changes in the fair value recorded through Stockholders’ equity as a component of other comprehensive income.  At December 31, 2009 and 2008, the Company had an unrealized loss associated with these notes of approximately $21.6 million and $46.0 million, respectively.  Interest payments on the notes are current and all amounts due in accordance with contractual terms are considered probable by the Company.  The Company has the intent and ability to hold the notes to recover its investment, which may be to its maturity and therefore, does not believe that the decline in value at December 31, 2009, is other-than-temporary.  The embedded derivative is recorded at fair value and is included in Other assets on the Company’s Consolidated Balance Sheets with changes in fair value recognized in the Company’s Consolidated Statements of Operations.  The value attributed to the embedded convertible option was approximately AUD $14.3 million, (approximately USD $13.8 million).  As a result of the fair value remeasurement of this derivative instrument during 2009 and 2008, there was an AUD $1.4 million (approximately USD $1.6 million) and an AUD $5.5 million (approximately USD $5.9 million), respectively, unrealized increase in the fair value of the convertible option.  This unrealized increase is included in Other expense, net on the Company’s Consolidated Statements of Operations.



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For marketable debt securities, the Company assesses current interest payments and the probability of the issuer’s ability to pay all amounts due under contractual terms. Additionally, in accordance with the FASB’s Investments-Debt and Equity Securities guidance, the Company assesses whether it has the intent to sell the debt security, whether it is more likely than not that the Company will be required to sell the debt security before its anticipated recovery (for example, if its cash or working capital requirements or contractual or regulatory obligations indicate that the debt security will be required to be sold before the Company forecasted recovery occurs) and whether it does not expect to recover the security’s entire amortized cost basis even if the entity does not intend to sell.


During 2009, 2008 and 2007, the Company recorded non-cash impairment charges of approximately $26.1 million, $118.4 million and $5.3 million, respectively, before income tax benefits of approximately $0 million, $25.7 million and $2.1 million, respectively, due to the decline in value of certain marketable equity and other investments that were deemed to be other-than-temporary. These impairments were a result of the deterioration of the equity markets for these securities during 2009, 2008 and 2007 and the uncertainty of their future recoverability. Market value for these equity securities represents the closing price of each security as it appears on their respective stock exchange at the end of the period.  Details of these impairment charges are as follows (in millions):


 

 

For the year ended December 31,

 

 

2009

 

2008

 

2007

Valad

$

-

$

45.5

$

-

Six Flags, including bonds

 

7.7

 

-

 

-

Innvest

 

-

 

24.2

 

-

Plazacorp

 

5.3

 

-

 

-

Cost method investments

 

3.0

 

17.7

 

-

Sears

 

-

 

8.8

 

-

Lexington

 

-

 

7.5

 

-

Winthrop

 

-

 

5.4

 

-

Capital & Regional

 

3.7

 

-

 

-

Other

 

6.4

 

9.3

 

5.3

 

$

26.1

$

118.4

$

5.3


At December 31, 2009, the Company’s investment in marketable securities was approximately $209.6 million which includes an aggregate unrealized loss of approximately $21.6 million relating to the Valad marketable debt securities. At December 31, 2009 there were no unrealized losses relating to marketable equity securities.  The Company does not believe that the declines in value of any of its remaining securities with unrealized losses are other-than-temporary at December 31, 2009.


For each of the equity securities in the Company’s portfolio with unrealized losses, the Company reviews the underlying cause of the decline in value and the estimated recovery period, as well as the severity and duration of the decline.  In the Company’s evaluation, the Company considers its ability and intent to hold these investments for a reasonable period of time sufficient for the Company to recover its cost basis.  


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


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


During 2007, the Company received approximately $32.7 million in proceeds from the sale of certain marketable securities. The Company recognized gross realizable gains of approximately $11.5 million from sales of marketable securities during 2007.  




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As of December 31, 2009, the contractual maturities of Other debt securities classified as held-to-maturity are as follows: within one year, $ 1.1 million; after one year through five years, $16.2 million; after five years through 10 years, $ 11.3 million; and after 10 years, $ 14.9 million.  Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties.


12.  Notes Payable:


Medium Term Notes –


The Company has implemented a medium-term notes ("MTN") program pursuant to which it may, from time to time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company's debt maturities.


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


During the year ended December 31, 2008, the Company repaid its $100.0 million 3.95% Medium Term Notes, which matured on August 5, 2008 and its $25.0 million 7.2% Senior Notes, which matured on September 15, 2008.


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


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


As of December 31, 2008, a total principal amount of approximately $1.2 billion in senior fixed-rate MTNs was outstanding. These fixed-rate notes had maturities ranging from five months to seven years as of December 31, 2009, and bear interest at rates ranging from 4.62% to 7.56%. Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of neighborhood and community shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.


Senior Unsecured Notes –


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


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


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


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



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The scheduled maturities of all unsecured notes payable as of December 31, 2009, were approximately as follows (in millions): 2010, $223.7; 2011, $481.7; 2012, $215.9; 2013, $542.8; 2014, $295.3; and thereafter, $1,240.9.


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


In accordance with the terms of the Indenture, as amended, pursuant to which the Company's Senior Unsecured Notes, except for the $300.0 million issued during April 2007 under the fourth supplemental indenture, have been issued, the Company is subject to maintaining (a) certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels, (b) certain debt service ratios, (c) certain asset to debt ratios and (d) restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from operations, as defined, generated through the end of the calendar quarter most recently completed prior to the declaration of such dividend; however, this dividend limitation does not apply to any distributions necessary to maintain the Company's qualification as a REIT providing the Company is in compliance with its total leverage limitations.


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


Credit Facilities –


During October 2007, the Company established a new $1.5 billion unsecured U.S. revolving credit facility (the "U.S. Credit Facility") with a group of banks, which is scheduled to expire in October 2011.  The Company has a one-year extension option related to this facility.  This credit facility has made available funds to finance general corporate purposes, including (i) property acquisitions, (ii) investments in the Company’s institutional management programs, (iii) development and redevelopment costs, and (iv) any short-term working capital requirements.  Interest on borrowings under the U.S. Credit Facility accrues at LIBOR plus 0.425% and fluctuates in accordance with changes in the Company’s senior debt ratings.  As part of this U.S. Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $750.0 million of its requested borrowings to the bank group.  This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread. A facility fee of 0.15% per annum is payable quarterly in arrears.  As part of the U.S. Credit Facility, the Company has a $200.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Pounds Sterling, Japanese Yen or Euros.  Pursuant to the terms of the U.S. Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on both unsecured and secured debt, and (ii) minimum interest and fixed coverage ratios.  As of December 31, 2009, there was $139.5 million outstanding and $22.5 million appropriated letters of credit under this credit facility.


The Company also has a three-year CAD $250.0 million unsecured credit facility with a group of banks.  This facility bears interest at a rate of CDOR plus 0.425%, subject to change in accordance with the Company’s senior debt ratings and is scheduled to mature March 2011 with an additional one year extension option.  A facility fee of 0.15% per annum is payable quarterly in arrears.  This facility also permits U.S. dollar denominated borrowings.  Proceeds from this facility are used for general corporate purposes, including the funding of Canadian denominated investments.  As of December 31, 2009, there was no outstanding balance under this credit facility.  There are approximately CAD $67.4 million (approximately USD $64.0 million) appropriated for letters of credit under this credit facility at December 31, 2009 (see Note 21, Commitments and Contingencies).  The Canadian facility covenants are the same as the U.S. Credit Facility covenants described above.



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During March 2008, the Company obtained a MXP 1.0 billion term loan, which bears interest at a rate of 8.58%, subject to change in accordance with the Company’s senior debt ratings, and is scheduled to mature in March 2013.  The Company utilized proceeds from this term loan to fully repay the outstanding balance of a MXP 500.0 million unsecured revolving credit facility, which had been terminated by the Company. Remaining proceeds from this term loan were used for funding MXP denominated investments.  As of December 31, 2009, the outstanding balance on this term loan was MXP 1.0 billion (approximately USD $76.6 million).


13.  Mortgages Payable:


During 2009, the Company (i) obtained 21 new non-recourse mortgages aggregating approximately $400.2 million, which bear interest at rates ranging from 5.95% to 8.00% and have maturities ranging from five months to six years (ii) assumed approximately $579.2 million of individual non-recourse mortgage debt relating to the acquisition of 22 operating properties, including approximately $1.6 million of fair value debt adjustments and (iii) paid off approximately $437.7 million of individual non-recourse mortgage debt that encumbered 24 operating properties.


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


Mortgages payable, collateralized by certain shopping center properties and related tenants' leases, are generally due in monthly installments of principal and/or interest which mature at various dates through 2031. Interest rates range from LIBOR plus 1.40% (1.65% at December 31, 2009) to 10.50% (weighted-average interest rate of 5.99% as of December 31, 2009).  The scheduled principal payments of all mortgages payable, excluding unamortized fair value debt adjustments of approximately $3.0 million, as of December 31, 2009, were approximately as follows (in millions): 2010, $152.7; 2011, $77.6; 2012, $241.0; 2013, $192.8; 2014, $249.4; and thereafter, $471.8.


14.  Construction Loans Payable:


During 2009, the Company fully repaid nine construction loans aggregating approximately $212.2 million.  As of December 31, 2009, total loan commitments on the Company’s four remaining construction loans aggregated approximately $69.7 million of which approximately $45.8 million has been funded.  These loans have scheduled maturities ranging from 11 months to 56 months (excluding any extension options which may be available to the Company) and bear interest at rates ranging from 2.13% to 4.50% at December 31, 2009.  These construction loans are collateralized by the respective projects and associated tenants’ leases.  The scheduled maturities of all construction loans payable as of December 31, 2009, were approximately as follows (in millions):  2010, $3.4; 2011, $26.8; 2012, $13.6; 2013, $0 and 2014, $2.0.


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


15.  Noncontrolling Interests:


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



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


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


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


The following units have been redeemed as of December 31, 2009:


Type

 

Units Redeemed

 

Par Value Redeemed

(in millions)

 

Redemption Type

Preferred A Units

 

2.2 million

 

$2.2

 

Cash

Class A Preferred Units

 

2,000

 

$20.0

 

Cash

Class B-1 Preferred Units

 

2,438

 

$24.4

 

Cash

Class B-2 Preferred Units

 

5,057

 

$50.6

 

Cash/Charitable Contribution

Class C DownReit Units

 

61,804

 

$1.9

 

Cash


Noncontrolling interest relating to these units was $113.1 million and $129.8 million as of December 31, 2009 and 2008, respectively.


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



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option of the Company for Common Stock at a ratio of 1:1, or callable by the Company any time after April 3, 2026.  The Company is restricted from disposing of these assets, other than through a tax free transaction, until April 2016 and April 2026 for the Centereach, NY, and Bay Shore, NY, assets, respectively.


During 2007, 30,000 units, or $1.1 million par value, of the Class B Units were redeemed by the holder in cash at the option of the Company. Noncontrolling interest relating to the units was $40.3 million and $40.5 million as of December 31, 2009 and 2008, respectively.


Noncontrolling interests also includes 138,015 convertible units issued during 2006, by the Company, which are valued at approximately $5.3 million, including a fair market value adjustment of $0.3 million, related to an interest acquired in an office building located in Albany, NY. These units are redeemable at the option of the holder after one year for cash or at the option of the Company for the Company’s common stock at a ratio of 1:1.  The holder is entitled to a distribution equal to the dividend rate of the Company’s common stock.  The Company is restricted from disposing of these assets, other than through a tax free transaction, until January 2017.


The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the year ended December 31, 2009 and December 31, 2008 (amounts in thousands):


 

 

2009

 

2008

Balance at January 1,

$

115,853 

$

173,592 

Unit redemptions

 

(14,889)

 

(55,110)

Fair market value amortization

 

(571)

 

(2,524)

Other

 

(89)

 

(105)

Balance at December 31,

$

100,304 

$

115,853 


16.  Fair Value Disclosure of Financial Instruments:


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


 

 

December 31,

 

 

2009

 

2008

 

 

Carrying

Amounts

 

Estimated

Fair Value

 

Carrying

Amounts

 

Estimated

Fair Value

 

 

 

 

 

 

 

 

 

Marketable Securities

$

209,593

$

204,006

$

258,174

$

218,786

Notes Payable

$

3,000,303

$

3,099,139

$

3,440,819

$

2,766,187

Mortgages Payable

$

1,388,259

$

1,377,224

$

847,491

$

838,503

Construction Payable

$

45,821

$

44,725

$

268,337

$

262,485

Mandatorily Redeemable Noncontrolling Interests

(termination dates ranging from 2019 – 2027)

$

2,768

$

5,256

$

2,895

$

5,444


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



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


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


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


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


The Company uses interest rate swaps to manage its interest rate risk. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).  The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.  Based on these inputs the Company has determined that its interest rate swap valuations are classified within Level 2 of the fair value hierarchy.


 To comply with the FASB’s Fair Value Measurements and Disclosures guidance, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties.  However, as of December 31, 2009, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.  


The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2009 and 2008, aggregated by the level in the fair value hierarchy within which those measurements fall.


Assets and liabilities measured at fair value on a recurring basis at December 31, 2009 and 2008 (in thousands):


 

 

Balance at

December 31,2009

 

Level 1

 

Level 2

 

Level 3

Assets:

 

 

 

 

 

 

 

 

Marketable equity securities

$

25,812

$

25,812

$

-

$

-

Convertible notes

$

140,281

$

-

$

140,281

$

-

Conversion option

$

9,095

$

-

$

9,095

$

-

Liabilities:

 

 

 

 

 

 

 

 

Interest rate swaps

$

150

$

-

$

150

$

-




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Balance at

December 31,2008

 

Level 1

 

Level 2

 

Level 3

Assets:

 

 

 

 

 

 

 

 

Marketable equity securities

$

46,452

$

46,452

$

-

$

-

Convertible notes

$

113,713

$

-

$

113,713

$

-

Conversion option

$

6,063

$

-

$

6,063

$

-

Liabilities:

 

 

 

 

 

 

 

 

Interest rate swaps

$

734

$

-

$

734

$

-


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


 

 

Balance at

December 31, 2009

 

Level 1

 

Level 2

 

Level 3

Assets:

 

 

 

 

 

 

 

 

Investments and advances in real estate joint ventures

$

177,037

$

-

$

-

$

177,037

Real estate under development/ redevelopment

$

89,939

$

-

$

-

$

89,939

Other real estate investments

$

43,383

$

-

$

-

$

43,383


During 2009, the Company recognized non-cash impairment charges of approximately $145.0 million relating to investments in real estate joint ventures, real estate under development, and other real estate investments.  


During 2008, the Company recognized non-recurring non-cash impairment charges of $15.5 million against the carrying value of its investment in its unconsolidated joint ventures with PREI, KimPru, reflecting an other-than-temporary decline in the fair value of its investment resulting from further significant declines in the real estate markets during 2008.


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


17.  Financial Instruments - Derivatives and Hedging:


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


Cash Flow Hedges of Interest Rate Risk -


 The Company, from time to time, hedges the future cash flows of its floating-rate debt instruments to reduce exposure to interest rate risk principally through interest rate swaps and interest rate caps with major financial institutions. The effective portion of the changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.  Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.  During the year ended December 31, 2009, the Company had no hedge ineffectiveness.




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Amounts reported in accumulated other comprehensive income related to cash flow hedges will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.  During 2010, the Company estimates that an additional $0.4 million will be reclassified as an increase to interest expense.


As of December 31, 2009, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:


Interest Rate Derivates

Number of Instruments

Notional

Interest Rate Caps

2

$ 83.1 million

Interest Rate Swaps

2

$ 23.6 million


The fair value of these derivative financial instruments classified as asset derivatives was $0.4 million and $0 for December 31, 2009 and 2008, respectively.  The fair value of these derivative financial instruments classified as liability derivatives was $(0.5) million and $(0.8) million for December 31, 2009 and 2008, respectively.  


Credit-risk-related Contingent Features –


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


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


18.

Preferred Stock, Common Stock and Convertible Unit Transactions –


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


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


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


During October 2007, the Company issued 18,400,000 Depositary Shares (the "Class G Depositary Shares"), after the exercise of an over-allotment option, each representing a one-hundredth fractional interest in a share of the Company’s 7.75% Class G Cumulative Redeemable Preferred Stock, par value $1.00 per share (the "Class G Preferred Stock").  Dividends on the Class G Depositary Shares are cumulative and payable quarterly in arrears at the rate of 7.75% per annum based on the $25.00 per share initial offering price, or $1.9375 per annum.  The Class G Depositary Shares are redeemable, in whole or part, for cash on or after October 10, 2012, at the option of the Company, at a redemption price of $25.00 per depositary share, plus any accrued and unpaid dividends thereon.  The Class G Depositary Shares are not convertible or exchangeable for any other property or securities of the Company.  The Class G Preferred Stock (represented by the Class G Depositary Shares outstanding) ranks pari passu with the Company’s Class F Preferred Stock as to voting rights, priority for receiving dividends and liquidation preference as set forth below.




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


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


As to any matter on which the Class G Preferred Stock may vote, including any actions by written consent, each share of the Class G Preferred Stock shall be entitled to 100 votes, each of which 100 votes may be directed separately by the holder thereof. With respect to each share of Class G Preferred Stock, the holder thereof may designate up to 100 proxies, with each such proxy having the right to vote a whole number of votes (totaling 100 votes per share of Class G Preferred Stock).  As a result, each Class G Depositary Share is entitled to one vote.


Liquidation Rights - In the event of any liquidation, dissolution or winding up of the affairs of the Company, the Preferred Stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $250.00 Class F Preferred per share and $2,500.00 Class G Preferred per share ($25.00 per Class F and Class G Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the Preferred Stock as to liquidation rights.


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

 

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


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



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The convertible units consist of (i) 2,627 Class B-1 Preferred Units, par value $10,000 per unit and 640,001 Class C DownREIT Units, valued at an issuance price of $30.52 per unit.  Both the Class B-1 Units and the Class C DownREIT Units are redeemable by the holder at any time after November 30, 2010, for cash, or at the Company’s option, shares of the Company’s common stock.  During 2007 - 2009, 2,438 units, or $24.4 million, of the Class B-1 Preferred Units were redeemed and 61,804 units, or $1.9 million, of the Class C DownREIT Units were redeemed under the Loan provision of the Agreement. The Company opted to settle these units in cash.


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


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


During April 2006, the Company acquired interests in two shopping center properties, located in Bay Shore and Centereach, NY, valued at an aggregate $61.6 million.  The properties were acquired through the issuance of units from a consolidated subsidiary and consist of approximately $24.2 million of Redeemable Units, which are redeemable at the option of the holder, approximately $14.0 million of fixed rate Redeemable Units and the assumption of approximately $23.4 million of non-recourse mortgage debt. The Company has the option to settle the redemption of the $24.2 million redeemable units with Common Stock, at a ratio of 1:1 or in cash.  From 2007 - 2009, 30,000 units, or $1.1 million par value, of the Redeemable Units were redeemed by the holder.  The Company opted to settle these units in cash. 


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


The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on December 31, 2009, is approximately $21.3 million.  The Company has the option to settle such redemption in cash or shares of the Company’s common stock.  If the Company exercised its right to settle in Common Stock, the unit holders would receive approximately 1.6 million shares of Common Stock.   




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19.  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, 2009, 2008 and 2007 (in thousands):


 

 

2009

 

2008

 

2007

Acquisition of real estate interests by assumption of debt

$

577,604

$

96,226

$

82,614

Exchange of DownREIT units for Common Stock

$

-

$

80,000

$

-

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

$

-

$

27,175

$

-

Acquisition of real estate interests through proceeds held in escrow

$

-

$

-

$

68,031

Issuance of Restricted Common Stock

$

3,415

$

1,405

$

-

Proceeds held in escrow through sale of real estate interest

$

-

$

11,195

$

-

Disposition of real estate through the issuance of an unsecured obligation

$

1,366

$

6,265

$

-

Investment in real estate joint venture by contribution of property

$

-

$

-

$

740

 

 

 

 

 

 

 

Deconsolidation of Joint Venture:

 

 

 

 

 

 

Decrease in real estate and other assets

$

-

$

55,453

$

113,074

Decrease in noncontrolling interest, construction loan and other liabilities

$

-

$

55,453

$

113,074

 

 

 

 

 

 

 

Declaration of dividends paid in succeeding period

$

76,707

$

131,097

$

112,052

 

 

 

 

 

 

 

Consolidation of Joint Ventures:

 

 

 

 

 

 

Increase in real estate and other assets

$

47,368

$

68,360

$

-

Increase in mortgage payable

$

35,104

$

-

$

-


20.  Transactions with Related Parties:


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


Ripco Real Estate Corp. was formed in 1991 and employs approximately 40 professionals and serves numerous retailers, REITS and developers.  Ripco’s business activities include serving as a leasing agent and representative for national and regional retailers including Target, Best Buy, Kohls and many others, providing real estate brokerage services and principal real estate investing.  Mr. Todd Cooper, an officer and 50% shareholder of Ripco, is a son of Mr. Milton Cooper, Executive Chairman of the Board of Directors of the Company.  During 2009 and 2008, the Company paid brokerage commissions of $0.7 million and $0.5 million, respectively, to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned by the Company. The Company believes that the brokerage commissions paid were at or below the customary rates for such leasing services.  


Additionally, the Company has the following joint venture investments with Ripco.  During 2005, the Company acquired three operating properties and one land parcel, through joint ventures, in which the Company and Ripco each hold 50% noncontrolling interests.  The Company accounts for its investment in these joint ventures under the equity method of accounting.  As of December 31, 2009, these joint ventures hold three individual one-year loans aggregating $17.3 million which are scheduled to mature in 2010 and bear interest at rates of LIBOR plus 2.75%.  These loans are jointly and severally guaranteed by the Company and the joint venture partner.


Reference is made to Note 8 for additional information regarding transactions with related parties.



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21.  Commitments and Contingencies:


Operations -


The Company and its subsidiaries are primarily engaged in the operation of shopping centers which are either owned or held under long-term leases which expire at various dates through 2095.  The Company and its subsidiaries, in turn, lease premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from 5 to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants' sales volumes. Annual minimum rentals plus incremental rents based on operating expense levels comprised approximately 99% of total revenues from rental property for each of the three years ended December 31, 2009, 2008 and 2007.


The future minimum revenues from rental property under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases are executed for such premises, for future years are approximately as follows (in millions): 2010, $609.4; 2011, $583.3; 2012, $535.5; 2013, $474.2; 2014, $402.4 and thereafter; $1,845.2.


Minimum rental payments under the terms of all non-cancelable operating leases pertaining to the Company’s shopping center portfolio for future years are approximately as follows (in millions): 2010, $13.2; 2011, $10.5; 2012, $9.3; 2013, $8.7; 2014, $8.1 and thereafter, $169.2.


Uncertain Tax Positions -


In June 2006, the FASB issued further guidance relating to income taxes which clarified the accounting for uncertainty in income taxes recognized in a company’s financial statements.  The interpretation prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  The interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The Company does not have any material unrecognized tax benefits as of December 31, 2009.


Captive Insurance -


In October 2007, the Company formed a wholly-owned captive insurance company, Kimco Insurance Company, Inc., ("KIC"), which provides general liability insurance coverage for all losses below the deductible under our third-party policy. The Company entered into the Insurance Captive as part of its overall risk management program and to stabilize its insurance costs, manage exposure and recoup expenses through the functions of the captive program.  The Company capitalized KIC in accordance with the applicable regulatory requirements. KIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to KIC may be adjusted based on this estimate, like premiums paid to third-party insurance companies, premiums paid to KIC may be reimbursed by tenants pursuant to specific lease terms.


Guarantees -


During June 2007, the Company entered into a joint venture, in which the Company has a noncontrolling ownership interest, and acquired all of the common stock of InTown Suites Management, Inc.  This investment was funded with approximately $186.0 million of new cross-collateralized non-recourse mortgage debt with a fixed interest rate of 5.59%, encumbering 35 properties, a $153.0 million three-year unsecured credit facility, with two one-year extension options, which bears interest at LIBOR plus 0.375% and is guaranteed by the Company and the assumption of $278.6 million cross-collateralized non-recourse mortgage debt with fixed interest rates ranging from 5.19% to 5.89%, encumbering 86 properties. The joint venture partner has pledged its equity interest for any guaranty payment the Company is obligated to pay.  The outstanding balance on the three-year unsecured credit facility was $147.5 million as of December 31, 2009.  The joint venture obtained an interest rate swap at 5.37% on $128.0 million of this debt.  The swap is designated as a cash flow hedge and is deemed highly effective; as such adjustments to the swaps fair value are recorded in other comprehensive income at the joint venture level.  



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During November 2007, the Company entered into a joint venture, in which the Company has a noncontrolling ownership interest, to acquire a property in Houston, Texas. This investment was funded with a $24.5 million unsecured credit facility scheduled to mature in November 2009, with a six-month extension option which was exercised during 2009 and thus the maturity date is now April 2010, which bears interest at LIBOR plus 0.375% and is guaranteed by the Company. The outstanding balance on this credit facility as of December 31, 2009 was $24.5 million.


During April 2007, the Company entered into a joint venture, in which the Company has a 50% noncontrolling ownership interest to acquire a property in Visalia, CA. Subsequent to this acquisition the joint venture obtained a $6.0 million three-year promissory note which bears interest at LIBOR plus 0.75% and has an extension option of two-years.  This loan is jointly and severally guaranteed by the Company and the joint venture partner.  As of December 31, 2009, the outstanding balance on this loan was $6.0 million.


During August 2008, KimPru entered into a $650.0 million credit facility, which bears interest at a rate of LIBOR plus 1.25% and was initially scheduled to mature in August 2009.  This facility included an option to extend the maturity date for one year, subject to certain requirements including a reduction of the outstanding balance to $485.0 million.  During August 2009, KimPru exercised the one-year extension option and made an additional payment to reduce the balance to $485.0 million; as such the credit facility is scheduled to mature in August 2010.  Proceeds from this credit facility were used to repay the outstanding balance of $658.7 million under the $1.2 billion credit facility, which was scheduled to mature in October 2008 and bore interest at a rate of LIBOR plus 0.45%.   This facility is guaranteed by the Company with a guarantee from PREI to the Company for 85% of any guaranty payment the Company is obligated to make.  As of December 31, 2009, the outstanding balance on the credit facility was $331.0 million.


During 2006, an entity in which the Company has a preferred equity investment, located in Montreal, Canada, obtained a construction loan, which is collateralized by the respective land and project improvements.  Additionally, the Company has provided a partial guaranty to the lender of up to CAD $45 million (approximately USD $42.7 million) and the developer partner has provided an indemnity to the Company for 25% of all payments the Company is obligated to pay.  As of December 31, 2009, there was CAD $99.8 million (approximately USD $94.8 million) outstanding on this construction loan.


Additionally, the RioCan Ventures have a CAD $7.0 million (approximately USD $6.6 million) letter of credit facility.  This facility is jointly guaranteed by RioCan and the Company and had approximately CAD $4.9 million (approximately USD $4.6 million) outstanding as of December 31, 2009, relating to various development projects.  


Additionally, during 2005, the Company acquired three operating properties and one land parcel, through joint ventures, in which the Company holds 50% noncontrolling interests. Subsequent to these acquisitions, the joint ventures obtained four individual loans aggregating $20.4 million with interest rates ranging from LIBOR plus 1.00% to LIBOR plus 3.50%. During 2007, one of these properties was sold for a sales price of approximately $10.5 million, including the pay down of $5.0 million of debt.  During 2008, one of the loans was increased by $2.0 million.  During 2009 these loans were extended to mature in 2010 at an interest rate of LIBOR plus 2.75%. As of December 31, 2009, there was an aggregate of $17.3 million outstanding on these loans.  These loans are jointly and severally guaranteed by the Company and the joint venture partner.


During 2009, a joint venture in which the Company has a 50% noncontrolling ownership interest obtained a new three-year $53.0 million loan which bears interest at a rate of 7.85%.  Proceeds from this mortgage and an additional $15.0 million capital contribution from the partners were used to repay $68.0 million in mortgage debt, which was scheduled to mature in 2009 and bore interest at a rate of LIBOR plus 1.16%. This mortgage is jointly and severally guaranteed by the Company and the joint venture partner. As of December 31, 2009, the outstanding balance on this loan was $52.8 million.


Additionally during 2009, a joint venture in which the Company has a 30% noncontrolling ownership interest obtained a new $59.0 million three-year mortgage loan, which bears interest at a rate of LIBOR plus 350 basis points. The Company and the holder of the remaining 70% ownership interest guarantee, jointly and severally, up to $10.0 million of this mortgage.  As of December 31, 2009, the outstanding balance on this loan was $59.0 million.



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


Letters of Credit -


The Company has issued letters of credit in connection with the completion and repayment guarantees for construction loans encumbering certain of the Company’s ground-up development projects and guaranty of payment related to the Company’s insurance program.  These letters of credit aggregate approximately $23.9 million.  


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


Other -


In connection with the construction of its development projects and related infrastructure, certain public agencies require performance and surety bonds be posted to guarantee that the Company’s obligations are satisfied.  These bonds expire upon the completion of the improvements and infrastructure.  As of December 31, 2009, there were approximately $52.8 million bonds outstanding.


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.


22.  Incentive Plans:


The Company maintains a stock option plan (the "Plan") pursuant to which a maximum of 47,000,000 shares of the Company’s common stock may be issued for qualified and non-qualified options. Options granted under the Plan generally vest ratably over a three to five-year term, expire ten years from the date of grant and are exercisable at the market price on the date of grant, unless otherwise determined by the Board at its sole discretion. In addition, the Plan provides for the granting of certain options to each of the Company’s non-employee directors (the "Independent Directors") and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.


The Company accounts for stock options in accordance with FASB’s Compensation – Stock Compensation guidance which requires that all share based payments to employees, including grants of employee stock options, be recognized in the statement of operations over the service period based on their fair values.


The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing formula.  The assumption for expected volatility has a significant affect on the grant date fair value.  Volatility is determined based on the historical equity of common stock for the most recent historical period equal to the expected term of the options plus an implied volatility measure.  The more significant assumptions underlying the determination of fair values for options granted during 2009, 2008 and 2007 were as follows:



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Year Ended December 31,

 

 

2009

 

2008

 

2007

Weighted average fair value of options granted

$

3.16

$

5.73

$

7.41

Weighted average risk-free interest rates

 

2.54%

 

3.13%

 

4.50%

Weighted average expected option lives (in years)

 

6.25

 

6.38

 

6.50

Weighted average expected volatility

 

45.81%

 

26.16%

 

19.01%

Weighted average expected dividend yield

 

5.48%

 

4.33%

 

3.77%


Information with respect to stock options under the Plan for the years ended December 31, 2009, 2008, and 2007 are as follows:


 

Shares

 

Weighted-Average

Exercise Price

Per Share

 

Aggregate Intrinsic value

(in millions)

Options outstanding, January 1, 2007

14,793,593

$

25.93

$

281.4

Exercised

(1,884,421)

$

20.22

 

 

Granted

2,971,900

$

41.41

 

 

Forfeited

(257,618)

$

35.87

 

 

Options outstanding, December 31, 2007

15,623,454

$

29.39

$

133.7

Exercised

(1,862,209)

$

20.59

 

 

Granted

2,903,475

$

37.29

 

 

Forfeited

(400,898)

$

38.64

 

 

Options outstanding, December 31, 2008

16,263,822

$

31.58

$

7.6

Exercised

(116,418)

$

12.79

 

 

Granted

1,746,000

$

11.58

 

 

Forfeited

(332,483)

$

33.57

 

 

Options outstanding, December 31, 2009

17,560,921

$

29.69

$

3.4

Options exercisable (fully vested)-

 

$

 

 

 

December 31, 2007

9,307,184

$

23.10

$

123.8

December 31, 2008

9,011,677

$

26.00

$

7.6

December 31, 2009

10,869,336

$

28.36

$

0.0


The exercise prices for options outstanding as of December 31, 2009, range from $7.22 to $53.14 per share.  The Company estimates forfeitures based on historical data.  The weighted-average remaining contractual life for options outstanding as of December 31, 2009, was approximately 6.3 years. The weighted-average remaining contractual term of options currently exercisable as of December 31, 2009, was approximately 5.8 years.  Options to purchase 2,989,805, 5,031,718, and 2,996,321, shares of the Company’s common stock were available for issuance under the Plan at December 31, 2009, 2008 and 2007, respectively.  As of December 31, 2009, the Company had 6,691,585 options expected to vest, with a weighted-average exercise price per share of $31.87 and an aggregate intrinsic value of $3.4 million.


Cash received from options exercised under the Plan was approximately $1.5 million, $38.3 million, and $38.1 million, for the years ended December 31, 2009, 2008 and 2007, respectively.  The total intrinsic value of options exercised during 2009, 2008 and 2007 was approximately $0.2 million, $35.0 million, and $54.4 million, respectively.


The Company recognized stock options expense of $11.3 million, $12.3 million, and $12.2 million for the years ended December 31, 2009, 2008 and 2007, respectively. As of December 31, 2009, the Company had $21.5 million of total unrecognized compensation cost related to unvested stock compensation granted under the Company’s Plan.  That cost is expected to be recognized over a weighted average period of approximately 2.3 years.



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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, 2009.  The Company contributions to the plan were approximately $1.8 million, $1.5 million and $1.5 million for the years ended December 31, 2009, 2008 and 2007, respectively.


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


23.  Income Taxes:


The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992.  To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders.  It is management’s intention to adhere to these requirements and maintain the Company’s REIT status.  As a REIT, the Company generally will not be subject to corporate federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code.  If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.  Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes.


Reconciliation between GAAP Net Income and Federal Taxable Income:


The following table reconciles GAAP net (loss)/income to taxable income for the years ended December 31, 2009, 2008 and 2007 (in thousands):


 

 

2009

(Estimated)

 

2008

(Actual)

 

2007

(Actual)

GAAP net (loss)/income

$

(3,942)

$

249,902

$

442,830

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

 

67,843

 

(9,002)

 

(98,542)

GAAP net income from REIT operations (a)

 

63,901

 

240,900

 

344,288

Net book depreciation in excess of tax depreciation

 

24,261

 

19,249

 

31,963

Deferred/prepaid/above and below market rents, net

 

(18,967)

 

(17,521)

 

(12,879)

Book/tax differences from non-qualified stock options

 

12,107

 

(15,994)

 

(26,210)

Book/tax differences from investments in real estate joint ventures

 

55,101

 

55,047

 

5,740

Book/tax difference on sale of property

 

(13,478)

 

5,617

 

(8,788)

Valuation adjustment of foreign currency contracts

 

-

 

(35)

 

308

Book adjustment to property carrying values and marketable equity securities

 

122,903

 

71,638

 

-

Other book/tax differences, net

 

1,312

 

10,769

 

23,911

Adjusted taxable income subject to 90% dividend requirements

$

247,140

$

369,670

$

358,333


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


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



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


For the years ended December 31, 2009, 2008 and 2007 cash dividends paid exceeded the dividends paid deduction and amounted to $ 331,025, $469,024, and $384,502, respectively.  


Characterization of Distributions:


The following characterizes distributions paid for the years ended December 31, 2009, 2008 and 2007, (in thousands):


 

 

2009

 

 

 

2008

 

 

 

2007

 

 

Preferred F Dividends

 

 

 

 

 

 

 

 

 

 

 

 

  Ordinary income

$

11,638

 

100%

$

9,079

 

78%

$

7,123

 

61%

  Capital gain

 

-

 

-%

 

2,559

 

22%

 

4,515

 

39%

 

$

11,638

 

100%

$

11,638

 

100%

$

11,638

 

100%

Preferred G Dividends

 

 

 

 

 

 

 

 

 

 

 

 

  Ordinary income

$

35,650

 

100%

$

28,197

 

78%

$

-

 

-

  Capital gain

 

-

 

-%

 

7,948

 

22%

 

-

 

-

 

$

35,650

 

100%

$

36,145

 

100%

$

-

 

-

Common Dividends

 

 

 

 

 

 

 

 

 

 

 

 

  Ordinary income

$

204,291

 

72%

$

290,656

 

69%

$

207,587

 

56%

  Capital gain

 

-

 

-%

 

80,036

 

19%

 

131,558

 

35%

  Return of capital

 

79,446

 

28%

 

50,549

 

12%

 

33,719

 

9%

 

$

283,737

 

100%

$

421,241

 

100%

$

372,864

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total dividends distributed

$

331,025

 

 

$

469,024

 

 

$

384,502

 

 


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 the FASB’s Income Tax guidance.  Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of the TRS assets and liabilities.


The Company’s taxable income for book purposes and provision for income taxes relating to the Company’s TRS and taxable entities which have been consolidated for accounting reporting purposes, for the years ended December 31, 2009, 2008, and 2007, are summarized as follows (in thousands):


 

 

2009

 

2008

 

2007

(Loss)/income before income taxes

$

(104,231)

$

(3,972)

$

109,057 

Benefit/(provision) for income taxes:

 

 

 

 

 

 

Federal

 

35,254 

 

11,026 

 

(6,565)

State and local

 

1,133 

 

1,948 

 

(3,950)

Total tax benefit/(provision)

 

36,387 

 

12,974 

 

(10,515)

GAAP net (loss)/income from taxable REIT subsidiaries

$

(67,844)

$

9,002 

$

98,542 




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The Company’s deferred tax assets and liabilities at December 31, 2009 and 2008, were as follows (in thousands):


 

 

2009

 

2008

Deferred tax assets:

 

 

 

 

   Operating losses

$

55,613 

$

48,863 

   Tax/GAAP basis differences

 

72,023 

 

71,747 

   Tax credit carryforwards

 

6,319 

 

   Valuation allowance

 

(33,783)

 

(33,783)

Total deferred tax assets

 

100,172 

 

86,827 

Deferred tax liabilities

 

(13,833)

 

(2,656)

Net deferred tax assets

$

86,339 

$

84,171 


As of December 31, 2009, the Company had net deferred tax assets of approximately $86.3 million. This net deferred tax asset includes approximately $12.0 million for the tax effect of net operating losses, (“NOL”) after the impact of a valuation allowance of $33.8 million, relating to FNC, a consolidated entity in which the Company has a 53% ownership interest. The partial valuation allowance on the FNC deferred tax asset primarily results from current projected taxable income, being more likely than not, insufficient to utilize the full amount of the deferred tax asset. The Company’s remaining net deferred tax asset of approximately $74.3 million primarily relates to KRS and consists of (i) $13.8 million in deferred tax liabilities, (ii) $9.8 million in NOL carry forwards that expire in 2029, (iii) $6.3 million in tax credit carry forwards, $4.0 million of which expire in 2029 and $2.3 million that do not expire  and (iv) $72.0 million primarily relating to differences in GAAP book basis and tax basis of accounting for (i) real estate assets (ii) real estate joint ventures, (iii) other real estate investments, and (iv) asset impairments charges that have been recorded for book purposes but not yet recognized for tax purposes and (v) other miscellaneous deductible temporary differences.


As of December 31, 2009, the Company determined that no valuation allowance was needed against the $74.3 million net deferred tax asset within KRS. This determination was based upon the Company’s analysis of both positive evidence, which includes future projected income for KRS and negative evidence, which consists of a three year cumulative pre-tax book loss of approximately $23.0 million for KRS. The cumulative loss was primarily the result of significant impairment charges taken by KRS during 2009 and 2008 of approximately $91.7 million and approximately $82.2 million, respectively. KRS has a strong earnings history exclusive of the impairment charges. Since 2001, KRS has produced substantial taxable income in each year through 2008. Over the prior three years (2006 through 2008) KRS generated approximately $69.3 million of taxable income, before net operating loss carryovers.


KRS activities primarily consisted of a merchant building business for the ground-up development of shopping center properties and subsequent sale upon completion and investments which include redevelopment properties and joint venture investments including KRS’s investment in the Albertson’s joint venture.  During 2009, the Company changed its merchant building strategy from a sale upon completion strategy to a long-term hold strategy for its remaining merchant building projects.


To determine future projected income the Company scheduled KRS’s pre-tax book income and taxable income over a twenty year period taking into account its continuing operations (“core earnings”).  Core earnings consist of estimated net operating income for properties currently in service and generating rental income from existing tenants. Major lease turnover is not expected in these properties as these properties were generally constructed and leased within the past two years. To allow the forecast to remain objective and verifiable, no income growth was forecasted for any other aspect of KRS’s continuing business activities including its investment in the Albertson’s joint venture. The Company also included future known events in its projected income forecast such as the maturity of certain mortgages and construction loans which will significantly reduce the amount of interest expense incurred in future years. Additionally, the Company has also committed to certain actions which will result in reducing leverage at KRS. With the Company’s change in its merchant building strategy, future business operations at KRS will not support its current capital structure which consists of approximately $564 million of intercompany loans the Company has made to KRS to fund its merchant building operation.  KRS incurred approximately $32.1 million of interest expense related to the intercompany financing during 2009. The Company will recapitalize a significant portion of the debt to reflect KRS’s ongoing business activities.  The twenty year taxable income estimate reduces intercompany interest in accordance with this plan.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




The Company’s projection of KRS’s future taxable income, utilizing the assumptions above with respect to core earnings and reductions in interest expense due to debt maturities and the Company’s recapitalization plans generates approximately $205.2 million in future taxable income, which is sufficient to fully utilize KRS’s $74.3 million net deferred tax asset. As a result of this analysis the Company has determined it is more likely than not that KRS’s net deferred tax asset of $74.3 million will be realized and therefore, no valuation allowance is needed at December 31, 2009. If future income projections do not occur as forecasted or the Company incurs additional impairment losses, the Company will reevaluate the need for a valuation allowance.


Deferred tax assets and deferred tax liabilities are included in the caption Other assets and Other liabilities on the accompanying Consolidated Balance Sheets at December 31, 2009 and 2008.  Operating losses and the valuation allowance are primarily due to the Company’s consolidation of FNC for accounting and reporting purposes.  At December 31, 2009, FNC had approximately $117.5 million of NOL carryforwards that expire from 2022 through 2025, with a tax value of approximately $45.8 million.  At December 31, 2008, FNC had approximately $125.3 million of NOL carry forwards, with a tax value of approximately $48.9 million.  A valuation allowance of $33.8 million has been established for a portion of these deferred tax assets.  


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


 

 

2009

 

2008

 

2007

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

$

(36,481)

$

(1,390)

$

38,170 

State and local taxes, net of federal (benefit)/provision

 

(6,775)

 

(258)

 

7,089 

Other

 

6,869 

 

(8,283)

 

(3,552)

Valuation allowance decrease

 

 

(3,043)

 

(31,192)

 

$

(36,387)

$

(12,974)

$

10,515 


24.  Supplemental Financial Information:


The following represents the results of operations, expressed in thousands except per share amounts, for each quarter during the years 2009 and 2008:


 

 

2009 (Unaudited)

 

 

Mar. 31

 

June 30

 

Sept. 30

 

Dec. 31

Revenues from rental property(1)

$

193,895

$

189,285 

$

191,885

$

211,822

 

 

 

 

 

 

 

 

 

Net income/(loss) attributable to the Company

$

38,424

$

(134,651)

$

40,108

$

52,177

 

 

 

 

 

 

 

 

 

Net income/(loss) per common share:

 

 

 

 

 

 

 

 

Basic

$

0.10

$

(0.40)

$

0.07

$

0.11

Diluted

$

0.10

$

(0.40)

$

0.07

$

0.11


 

 

2008 (Unaudited)

 

 

Mar. 31

 

June 30

 

Sept. 30

 

Dec. 31

Revenues from rental property(1)

$

188,794

$

182,970

$

189,951

$

196,989

 

 

 

 

 

 

 

 

 

Net income/(loss) attributable to the Company

$

98,467

$

94,374

$

108,584(a)

$

(51,523)(a)

 

 

 

 

 

 

 

 

 

Net income/(loss) per common share:

 

 

 

 

 

 

 

 

Basic

$

0.34

$

0.33

$

0.38

$

(0.24)

Diluted

$

0.34

$

0.32

$

0.37

$

(0.24)


(1)  All periods have been adjusted to reflect the impact of operating properties sold during 2009 and 2008 and properties classified as held for sale as of December 31, 2009, which are reflected in the caption Discontinued operations on the accompanying Consolidated Statements of Operations.



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued




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


Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of approximately $12.2 million and $9.0 million of billed accounts receivable and $10.1 million and $13.3 million for accrued unbilled common area maintenance and real estate recoveries at December 31, 2009 and 2008, respectively.


25.  Pro Forma Financial Information (Unaudited):


As discussed in Notes 5, 6 and 7, the Company and certain of its subsidiaries acquired and disposed of interests in certain operating properties during 2009.  The pro forma financial information set forth below is based upon the Company's historical Consolidated Statements of Operations for the years ended December 31, 2009 and 2008, adjusted to give effect to these transactions at the beginning of each year.


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


 

 

Year ended December 31,

 

 

2009

 

2008

Revenues from rental property

$

864.0 

$

853.5

Net income

$

22.4 

$

274.1

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

$

(34.9)

$

201.6

 

 

 

 

 

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

 

 

 

 

Basic

$

(0.10)

$

0.78

Diluted

$

(0.10)

$

0.78



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KIMCO REALTY CORPORATION AND SUBSIDIARIES


SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS


For Years Ended December 31, 2009, 2008 and 2007

(in thousands)




 

 

Balance at beginning of period

 

Charged to expenses

 

Adjustments to valuation accounts

 

Deductions

 

Balance at end of period

Year Ended December 31, 2009

 

 

 

 

 

 

 

 

 

 

Allowance for uncollectable accounts

$

9,000

$

4,579

$

-

$

(1,379)

$

12,200

 

 

 

 

 

 

 

 

 

 

 

Allowance for deferred tax asset

$

33,783

$

34,800

$

(34,800)

$

-

$

33,783

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2008

 

 

 

 

 

 

 

 

 

 

Allowance for uncollectable accounts

$

9,000

$

3,066

$

-

$

(3,066)

$

9,000

 

 

 

 

 

 

 

 

 

 

 

Allowance for deferred tax asset

$

36,826

$

-

$

(3,043)

$

-

$

33,783

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2007

 

 

 

 

 

 

 

 

 

 

Allowance for uncollectable accounts

$

8,500

$

614

$

-

$

(114)

$

9,000

 

 

 

 

 

 

 

 

 

 

 

Allowance for deferred tax asset

$

68,018

$

-

$

(31,192)

$

-

$

36,826




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KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2009

 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

KDI-GLENN SQUARE

3,306,779

-

43,597,134

3,306,779

43,597,134

46,903,913

-

46,903,913

 

 2006(C)

KDI-THE GROVE

18,951,763

6,403,809

29,794,616

16,395,647

38,754,541

55,150,188

-

55,150,188

 

 2007(C)

KDI-CHANDLER AUTO MALLS

9,318,595

-

(4,464,073)

4,550,435

304,087

4,854,522

-

4,854,522

 

 2004(C)

DEV- EL MIRAGE

6,786,441

503,987

118,664

6,786,441

622,650

7,409,091

-

7,409,091

 

 2008 (C)

TALAVI TOWN CENTER

8,046,677

17,337,326

-

8,046,677

17,337,326

25,384,003

6,299,843

19,084,160

 

 2007(A)

KIMCO MESA 679, INC. AZ

2,915,000

11,686,291

1,743,958

2,915,000

13,430,249

16,345,249

4,053,990

12,291,259

 

 1998(A)

MESA PAVILLIONS  

6,060,019

35,496,381

-

6,060,019

35,496,381

41,556,400

260,473

41,295,927

 

 2009(A)

MESA RIVERVIEW

15,000,000

-

134,342,773

307,992

149,034,781

149,342,773

11,318,376

138,024,398

 

 2005(C)

KDI-ANA MARIANA POWER CENTER

30,043,645

-

3,187,331

30,131,356

3,099,620

33,230,976

-

33,230,976

 

 2006(C)

METRO SQUARE

4,101,017

16,410,632

603,390

4,101,017

17,014,022

21,115,039

5,482,522

15,632,516

 

 1998(A)

HAYDEN PLAZA NORTH

2,015,726

4,126,509

5,463,097

2,015,726

9,589,606

11,605,332

2,547,014

9,058,318

 

 1998(A)

PHOENIX, COSTCO

5,324,501

21,269,943

948,347

4,577,869

22,964,922

27,542,791

4,353,382

23,189,409

 

 1998(A)

PHOENIX

2,450,341

9,802,046

781,721

2,450,341

10,583,767

13,034,108

3,466,377

9,567,731

 

 1997(A)

PINACLE  PEAK- N. CANYON RANCH

1,228,000

11,323,430

-

1,228,000

11,323,430

12,551,430

114,547

12,436,882

4,270,646

 2009(A)

KDI-ASANTE RETAIL CENTER

8,702,635

3,405,683

2,868,485

11,039,472

3,937,331

14,976,803

-

14,976,803

 

 2004(C)

DEV-SURPRISE II

4,138,760

94,572

1,035

4,138,760

95,607

4,234,367

-

4,234,367

 

 2008(C)

ALHAMBRA, COSTCO

4,995,639

19,982,557

42,891

4,995,639

20,025,448

25,021,087

6,014,748

19,006,340

 

 1998(A)

ANGEL'S CAMP TOWN CENTER      

1,000,000

6,050,548

-

1,000,000

6,050,548

7,050,548

21,083

7,029,465

 

 2009(A)

MADISON PLAZA

5,874,396

23,476,190

309,125

5,874,396

23,785,316

29,659,711

7,077,597

22,582,115

 

 1998(A)

CHULA VISTA, COSTCO

6,460,743

25,863,153

11,674,917

6,460,743

37,538,070

43,998,813

9,079,551

34,919,263

 

 1998(A)

CORONA HILLS, COSTCO

13,360,965

53,373,453

4,748,464

13,360,965

58,121,917

71,482,882

16,554,982

54,927,899

 

 1998(A)

EAST AVENUE MARKET PLACE

1,360,457

3,055,127

248,550

1,360,457

3,303,677

4,664,134

1,769,879

2,894,255

1,993,088

 2006(A)

LABAND VILLAGE SC

5,600,000

13,289,347

37,761

5,605,237

13,321,871

18,927,108

2,794,477

16,132,632

8,773,354

 2008(A)

CUPERTINO VILLAGE

19,886,099

46,534,919

5,509,724

19,886,099

52,044,643

71,930,742

12,135,834

59,794,908

35,838,431

 2006(A)

CHICO CROSSROADS

9,975,810

30,534,524

(135,630)

9,985,652

30,389,052

40,374,704

3,780,385

36,594,320

25,372,802

 2008(A)

CORONA HILLS MARKETPLACE

9,727,446

24,778,390

19,164

9,727,446

24,797,554

34,525,000

3,335,186

31,189,815

 

 2007(A)

ELK GROVE VILLAGE

1,770,000

7,470,136

679,860

1,770,000

8,149,995

9,919,995

3,881,399

6,038,595

2,102,797

 2006(A)

WATERMAN PLAZA

784,851

1,762,508

(110,571)

784,851

1,651,937

2,436,788

783,518

1,653,269

1,437,850

 2006(A)

RIVER PARK SHOPPING CENTER    

4,324,000

19,740,801

-

4,324,000

19,740,801

24,064,801

122,085

23,942,716

 

 2009(A)

GOLD COUNTRY CENTER

3,272,212

7,864,878

27,686

3,276,290

7,888,486

11,164,776

1,243,868

9,920,908

7,144,447

 2008(A)

LA MIRADA THEATRE CENTER

8,816,741

35,259,965

(7,643,343)

6,888,680

29,544,684

36,433,363

8,632,660

27,800,704

 

 1998(A)

YOSEMITE NORTH SHOPPING CTR

2,120,247

4,761,355

564,711

2,120,247

5,326,066

7,446,312

2,810,196

4,636,116

 

 2006(A)

RALEY'S UNION SQUARE

1,185,909

2,663,149

(135,873)

1,185,909

2,527,276

3,713,186

1,187,882

2,525,303

 

 2006(A)




143



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 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

NOVATO FAIR S.C.              

9,259,778

15,527,128

-

9,259,778

15,527,128

24,786,906

316,653

24,470,253

13,319,837

 2009(A)

SOUTH NAPA MARKET PLACE

1,100,000

22,159,086

6,838,973

1,100,000

28,998,059

30,098,059

5,998,584

24,099,474

 

 2006(A)

PLAZA DI NORTHRIDGE

12,900,000

40,574,842

3,847,930

12,900,000

44,422,772

57,322,772

8,729,190

48,593,582

27,516,779

 2005(A)

POWAY CITY CENTRE

5,854,585

13,792,470

7,701,699

7,247,814

20,100,941

27,348,754

3,657,681

23,691,074

 

 2005(A)

REDWOOD CITY                  

2,552,000

6,965,158

-

2,552,000

6,965,158

9,517,158

30,558

9,486,600

5,628,061

 2009(A)

STANFORD RANCH                

11,159,665

20,072,454

-

11,159,665

20,072,454

31,232,119

225,816

31,006,303

 

 2009(A)

RANCHO SAN DIEGO              

4,655,250

19,777,030

-

4,655,250

19,777,030

24,432,280

82,591

24,349,689

 

 2009(A)

NORTH POINT PLAZA

1,299,733

2,918,760

246,929

1,299,733

3,165,689

4,465,422

1,693,569

2,771,853

 

 2006(A)

RED BLUFF SHOPPING CTR

1,410,936

3,168,485

(125,876)

1,410,936

3,042,609

4,453,546

1,415,594

3,037,951

 

 2006(A)

TYLER STREET

3,020,883

7,811,339

27,444

3,024,927

7,834,739

10,859,666

2,013,435

8,846,232

6,877,365

 2008(A)

THE CENTRE

3,403,724

13,625,899

309,621

3,403,724

13,935,520

17,339,244

3,618,924

13,720,321

 

 1999(A)

SANTA ANA, HOME DEPOT

4,592,364

18,345,257

-

4,592,364

18,345,257

22,937,622

5,483,496

17,454,125

 

 1998(A)

SAN DIEGO/4649&4605 MORENA BLV

16,092,000

20,319,048

-

16,092,000

20,319,048

36,411,048

139,843

36,271,205

 

 2009(A)

SAN/DIEGO CARMEL MOUNTAIN     

5,322,600

10,693,729

-

5,322,600

10,693,729

16,016,329

81,385

15,934,944

 

 2009(A)

TOWNE CENTER EAST             

8,233,500

29,258,874

-

8,233,500

29,258,874

37,492,374

232,554

37,259,820

 

 2009(A)

FULTON MARKET PLACE

2,966,018

6,920,710

895,059

2,966,018

7,815,768

10,781,787

1,894,712

8,887,074

 

 2005(A)

MARIGOLD SC

15,300,000

25,563,978

3,382,397

15,300,000

28,946,375

44,246,375

7,777,147

36,469,228

16,440,435

 2005(A)

ELVERTA CROSSING              

3,520,333

5,567,041

-

3,520,333

5,567,041

9,087,374

73,031

9,014,342

 

 2009(A)

BLACK MOUNTAIN VILLAGE

4,678,015

11,913,344

-

4,678,015

11,913,344

16,591,359

2,399,764

14,191,595

 

 2007(A)

REDHAWK TOWN CENTER-RETAIL    

12,390,464

25,200,417

-

12,390,464

25,200,417

37,590,881

93,891

37,496,990

25,394,012

 2009(A)

TRUCKEE CROSSROADS

2,140,000

8,255,753

477,340

2,140,000

8,733,093

10,873,093

4,493,076

6,380,017

3,828,814

 2006(A)

PARK PLACE                    

7,871,396

7,783,604

-

7,871,396

7,783,604

15,655,000

67,638

15,587,362

 

 2009(A)

WESTLAKE SHOPPING CENTER

16,174,307

64,818,562

91,280,161

16,174,307

156,098,723

172,273,029

16,782,188

155,490,841

 

 2002(A)

VILLAGE ON THE PARK

2,194,463

8,885,987

5,571,062

2,194,463

14,457,049

16,651,512

3,240,567

13,410,946

 

 1998(A)

AURORA QUINCY

1,148,317

4,608,249

394,461

1,148,317

5,002,710

6,151,027

1,466,408

4,684,620

 

 1998(A)

AURORA EAST BANK

1,500,568

6,180,103

585,526

1,500,568

6,765,629

8,266,197

2,057,260

6,208,937

 

 1998(A)

SPRING CREEK COLORADO

1,423,260

5,718,813

1,292,298

1,423,260

7,011,111

8,434,371

1,787,798

6,646,573

 

 1998(A)

DENVER WEST 38TH STREET

161,167

646,983

-

161,167

646,983

808,150

197,668

610,482

 

 1998(A)

ENGLEWOOD PHAR MOR

805,837

3,232,650

208,712

805,837

3,441,362

4,247,199

1,029,953

3,217,246

 

 1998(A)

FORT COLLINS

1,253,497

7,625,278

1,599,608

1,253,497

9,224,886

10,478,382

2,001,066

8,477,316

2,393,975

 2000(A)

HERITAGE WEST

1,526,576

6,124,074

168,345

1,526,576

6,292,419

7,818,995

1,914,420

5,904,575

 

 1998(A)

WEST FARM SHOPPING CENTER

5,805,969

23,348,024

661,091

5,805,969

24,009,115

29,815,084

7,027,226

22,787,857

 

 1998(A)

FARMINGTON PLAZA

433,713

1,211,800

185,657

433,713

1,397,457

1,831,170

85,456

1,745,714

387,559

 2005(A)

N.HAVEN, HOME DEPOT

7,704,968

30,797,640

708,642

7,704,968

31,506,282

39,211,250

9,234,037

29,977,213

 

 1998(A)

WATERBURY

2,253,078

9,017,012

701,706

2,253,078

9,718,718

11,971,796

3,853,474

8,118,322

 

 1993(A)

DOVER

122,741

66,738

5,001,096

3,024,375

2,166,201

5,190,575

2,221

5,188,354

 

 2003(A)



144



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

ELSMERE

-

3,185,642

79,886

-

3,265,528

3,265,528

3,185,642

79,886

 

 1979(C)

ALTAMONTE SPRINGS

770,893

3,083,574

(1,338,860)

538,796

1,976,811

2,515,607

703,383

1,812,224

 

 1995(A)

AUBURNDALE                    

751,315

-

-

751,315

-

751,315

-

751,315

 

 2009(A)

BOCA RATON

573,875

2,295,501

1,710,546

733,875

3,846,047

4,579,922

1,690,729

2,889,193

 

 1992(A)

BAYSHORE GARDENS, BRADENTON FL

2,901,000

11,738,955

772,764

2,901,000

12,511,719

15,412,719

3,743,079

11,669,640

 

 1998(A)

BRADENTON PLAZA

527,026

765,252

138,607

527,026

903,859

1,430,885

59,851

1,371,033

 

 2005(A)

SHOPPES @ MT. CARMEL          

204,432

817,730

-

204,432

817,730

1,022,162

-

1,022,162

 

 2009(A)

CORAL SPRINGS

710,000

2,842,907

3,340,370

710,000

6,183,277

6,893,277

2,126,308

4,766,969

 

 1994(A)

CORAL SPRINGS

1,649,000

6,626,301

424,821

1,649,000

7,051,122

8,700,122

2,155,026

6,545,095

 

 1997(A)

CURLEW CROSSING S.C.

5,315,955

12,529,467

1,305,120

5,315,955

13,834,588

19,150,542

2,107,469

17,043,073

 

 2005(A)

CLEARWATER FL

3,627,946

918,466

(269,494)

2,174,938

2,101,980

4,276,918

97,247

4,179,671

 

 2007(A)

EAST ORLANDO

491,676

1,440,000

2,623,006

1,007,882

3,546,801

4,554,682

2,106,695

2,447,988

 

 1971(C)

FERN PARK

225,000

902,000

5,742,149

225,000

6,644,149

6,869,149

2,392,964

4,476,186

 

 1968(C)

FT.LAUDERDALE/CYPRESS CREEK   

14,258,760

30,926,973

-

14,258,760

30,926,973

45,185,733

219,794

44,965,939

23,939,627

 2009(A)

OAKWOOD PLAZA NORTH           

49,195,823

90,116,635

-

49,195,823

90,116,635

139,312,457

542,048

138,770,409

63,348,528

 2009(A)

OAKWOOD BUSINESS CTR-BLDG 1   

6,792,500

21,747,460

-

6,792,500

21,747,460

28,539,960

152,872

28,387,088

14,388,083

 2009(A)

REGENCY PLAZA

2,410,000

9,671,160

505,091

2,410,000

10,176,252

12,586,252

2,692,102

9,894,150

 

 1999(A)

SHOPPES AT AMELIA CONCOURSE

7,600,000

-

8,506,779

1,138,216

14,968,563

16,106,779

176,021

15,930,758

 

 2003(C)

AVENUES WALKS

26,984,546

-

49,260,726

33,225,306

43,019,966

76,245,272

-

76,245,272

 

 2005(C)

BEACHES & HODGES              

1,033,058

-

-

1,033,058

-

1,033,058

-

1,033,058

 

 2009(A)

KISSIMMEE

1,328,536

5,296,652

(3,817,265)

1,328,536

1,479,387

2,807,923

462,939

2,344,984

 

 1996(A)

LAUDERDALE LAKES

342,420

2,416,645

3,254,181

342,420

5,670,825

6,013,246

3,948,998

2,064,248

 

 1968(C)

MERCHANTS WALK

2,580,816

10,366,090

995,118

2,580,816

11,361,208

13,942,025

2,557,609

11,384,415

 

 2001(A)

LARGO

293,686

792,119

1,620,990

293,686

2,413,109

2,706,795

1,810,770

896,024

 

 1968(C)

LEESBURG

-

171,636

193,651

-

365,287

365,287

295,355

69,932

 

 1969(C)

LARGO EAST BAY

2,832,296

11,329,185

1,788,569

2,832,296

13,117,754

15,950,050

6,680,825

9,269,225

 

 1992(A)

LAUDERHILL

1,002,733

2,602,415

12,482,981

1,774,443

14,313,686

16,088,129

7,939,694

8,148,435

 

 1974(C)

THE GROVES

1,676,082

6,533,681

944,919

2,606,246

6,548,436

9,154,682

1,222,989

7,931,694

 

 2006(A)

LAKE WALES                    

601,052

-

-

601,052

-

601,052

-

601,052

 

 2009(A)

MELBOURNE

-

1,754,000

3,197,405

-

4,951,405

4,951,405

2,655,509

2,295,896

 

 1968(C)

GROVE GATE

365,893

1,049,172

1,207,100

365,893

2,256,272

2,622,165

1,802,214

819,951

 

 1968(C)

NORTH MIAMI

732,914

4,080,460

10,842,470

732,914

14,922,930

15,655,844

6,981,731

8,674,113

6,465,368

 1985(A)

MILLER ROAD

1,138,082

4,552,327

1,892,708

1,138,082

6,445,036

7,583,117

5,218,869

2,364,249

 

 1986(A)

MARGATE

2,948,530

11,754,120

3,854,412

2,948,530

15,608,532

18,557,062

6,021,782

12,535,280

 

 1993(A)

MT. DORA

1,011,000

4,062,890

423,237

1,011,000

4,486,127

5,497,127

1,336,490

4,160,637

 

 1997(A)

KENDALE LAKES PLAZA           

18,491,461

42,266,218

-

18,491,461

42,266,218

60,757,679

304,987

60,452,692

29,317,365

 2009(A)





145



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

PLANTATION CROSSING

7,524,800

-

10,624,342

7,153,784

10,995,358

18,149,142

188,581

17,960,561

 

 2005(C)

MILTON, FL

1,275,593

-

-

1,275,593

-

1,275,593

-

1,275,593

 

 2007(A)

FLAGLER PARK

26,162,980

80,737,041

1,120,061

26,162,980

81,857,103

108,020,083

7,819,035

100,201,048

26,607,475

 2007(A)

ORLANDO

923,956

3,646,904

3,094,131

1,172,119

6,492,872

7,664,991

2,030,012

5,634,979

 

 1995(A)

SODO S.C.

-

68,139,271

4,471,685

-

72,610,955

72,610,955

1,812,738

70,798,217

 

 2008(A)

RENAISSANCE CENTER

9,104,379

36,540,873

5,089,416

9,122,758

41,611,911

50,734,668

13,851,509

36,883,159

 

 1998(A)

SAND LAKE

3,092,706

12,370,824

1,865,205

3,092,706

14,236,029

17,328,735

5,571,122

11,757,613

 

 1994(A)

ORLANDO

560,800

2,268,112

3,203,429

580,030

5,452,310

6,032,341

1,673,300

4,359,041

 

 1996(A)

OCALA

1,980,000

7,927,484

8,619,799

1,980,000

16,547,283

18,527,283

4,030,886

14,496,397

 

 1997(A)

MILLENIA PLAZA PHASE II       

7,711,000

24,141,292

-

7,711,000

24,141,292

31,852,292

275,346

31,576,946

 

 2009(A)

POMPANO BEACH

97,169

874,442

1,847,034

97,169

2,721,476

2,818,645

1,718,854

1,099,791

 

 1968(C)

GONZALEZ

1,620,203

-

706,016

1,620,203

706,016

2,326,219

-

2,326,219

 

 2007(A)

PALM BEACH GARDENS            

2,764,953

11,059,812

-

2,764,953

11,059,812

13,824,765

55,299

13,769,466

 

 2009(A)

ST. PETERSBURG

-

917,360

1,266,811

-

2,184,171

2,184,171

931,666

1,252,505

 

 1968(C)

TUTTLE BEE SARASOTA

254,961

828,465

1,781,105

254,961

2,609,570

2,864,531

1,932,113

932,418

 

 2008(A)

SOUTH EAST SARASOTA

1,283,400

5,133,544

3,362,344

1,399,525

8,379,763

9,779,288

4,113,104

5,666,184

 

 1989(A)

SANFORD

1,832,732

9,523,261

6,133,970

1,832,732

15,657,230

17,489,963

8,096,913

9,393,050

 

 1989(A)

STUART

2,109,677

8,415,323

892,381

2,109,677

9,307,704

11,417,381

3,600,275

7,817,105

 

 1994(A)

SOUTH MIAMI

1,280,440

5,133,825

2,840,969

1,280,440

7,974,794

9,255,234

2,725,353

6,529,881

 

 1995(A)

TAMPA

5,220,445

16,884,228

2,137,734

5,220,445

19,021,961

24,242,407

5,259,416

18,982,990

 

 1997(A)

VILLAGE COMMONS S.C.

2,192,331

8,774,158

1,206,732

2,192,331

9,980,890

12,173,221

2,684,811

9,488,410

 

 1998(A)

MISSION BELL SHOPPING CENTER

5,056,426

11,843,119

8,685,244

5,067,033

20,517,756

25,584,790

3,702,376

21,882,413

 

 2004(A)

WEST PALM BEACH

550,896

2,298,964

1,374,874

550,896

3,673,838

4,224,734

1,129,755

3,094,979

 

 1995(A)

THE SHOPS AT WEST MELBOURNE

2,200,000

8,829,541

4,631,249

2,200,000

13,460,790

15,660,790

3,901,304

11,759,486

 

 1998(A)

CROSS COUNTRY PLAZA           

16,510,000

24,684,530

-

16,510,000

24,684,530

41,194,530

141,648

41,052,882

 

 2009(A)

AUGUSTA

1,482,564

5,928,122

2,338,310

1,482,564

8,266,432

9,748,996

2,667,350

7,081,646

 

 1995(A)

MARKET AT HAYNES BRIDGE

4,880,659

21,549,424

714,463

4,887,862

22,256,684

27,144,546

3,006,438

24,138,109

15,723,103

 2008(A)

EMBRY VILLAGE

18,147,054

33,009,514

165,831

18,158,524

33,163,875

51,322,399

3,579,353

47,743,046

31,081,683

 2008(A)

SAVANNAH

2,052,270

8,232,978

1,406,024

2,052,270

9,639,002

11,691,272

4,050,396

7,640,876

 

 1993(A)

SAVANNAH

652,255

2,616,522

4,943,932

652,255

7,560,454

8,212,709

1,213,807

6,998,902

 

 1995(A)

CHATHAM PLAZA

13,390,238

35,115,882

688,756

13,401,262

35,793,613

49,194,876

3,879,995

45,314,880

29,779,657

 2008(A)

KIHEI CENTER

3,406,707

7,663,360

598,386

3,406,707

8,261,745

11,668,453

4,447,029

7,221,424

 

 2006(A)

CLIVE

500,525

2,002,101

-

500,525

2,002,101

2,502,626

714,425

1,788,200

 

 1996(A)

KDI-METRO CROSSING

3,013,647

-

27,756,535

2,239,755

28,530,427

30,770,182

-

30,770,182

 

 2006(C)

SOUTHDALE SHOPPING CENTER

1,720,330

6,916,294

3,268,308

1,720,330

10,184,602

11,904,932

2,338,627

9,566,305

2,370,165

 1999(A)

DES MOINES

500,525

2,559,019

37,079

500,525

2,596,098

3,096,623

903,953

2,192,670

 

 1996(A)



146



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

DUBUQUE

-

2,152,476

10,848

-

2,163,324

2,163,324

673,361

1,489,964

 

 1997(A)

WATERLOO

500,525

2,002,101

2,869,100

500,525

4,871,201

5,371,726

1,969,660

3,402,066

 

 1996(A)

NAMPA (HORSHAM) FUTURE DEV.

6,501,240

-

11,559,108

10,729,939

7,330,409

18,060,348

-

18,060,348

 

 2005(C)

AURORA, N. LAKE

2,059,908

9,531,721

308,208

2,059,908

9,839,929

11,899,837

2,826,761

9,073,076

 

 1998(A)

BLOOMINGTON

805,521

2,222,353

4,229,780

805,521

6,452,133

7,257,654

3,589,526

3,668,128

 

 1972(C)

BELLEVILLE S.C.               

-

5,372,253

1,247,058

1,161,195

5,458,116

6,619,311

1,574,916

5,044,395

 

 1998(A)

BRADLEY

500,422

2,001,687

424,877

500,422

2,426,564

2,926,986

838,216

2,088,770

 

 1996(A)

CALUMET CITY

1,479,217

8,815,760

13,397,758

1,479,216

22,213,519

23,692,735

4,209,670

19,483,065

 

 1997(A)

COUNTRYSIDE

-

4,770,671

(4,531,252)

95,647

143,772

239,419

66,854

172,565

 

 1997(A)

CHICAGO

-

2,687,046

684,690

-

3,371,736

3,371,736

1,027,398

2,344,338

 

 1997(A)

CHAMPAIGN, NEIL ST.

230,519

1,285,460

725,493

230,519

2,010,953

2,241,472

479,404

1,762,068

 

 1998(A)

ELSTON

1,010,374

5,692,212

-

1,010,374

5,692,212

6,702,586

1,654,042

5,048,544

 

 1997(A)

S. CICERO

-

1,541,560

149,202

-

1,690,762

1,690,762

609,171

1,081,591

 

 1997(A)

CRYSTAL LAKE, NW HWY

179,964

1,025,811

246,869

180,269

1,272,375

1,452,644

327,298

1,125,346

 

 1998(A)

108 WEST GERMANIA PLACE

2,393,894

7,366,681

506,886

2,393,894

7,873,567

10,267,461

-

10,267,461

 

 2008 (A)

168 NORTH MICHIGAN AVENUE

3,373,318

10,119,953

(5,881,761)

3,373,318

4,238,191

7,611,509

-

7,611,509

 

 2008 (A)

BUTTERFIELD SQUARE

1,601,960

6,637,926

(3,588,725)

1,182,677

3,468,484

4,651,161

996,526

3,654,635

 

 1998(A)

DOWNERS PARK PLAZA

2,510,455

10,164,494

2,895,423

2,510,455

13,059,918

15,570,373

3,150,284

12,420,089

 

 1999(A)

DOWNER GROVE

811,778

4,322,956

1,740,669

811,778

6,063,624

6,875,403

1,795,549

5,079,854

 

 1997(A)

ELGIN

842,555

2,108,674

1,542,689

527,168

3,966,749

4,493,918

2,730,287

1,763,631

 

 1972(C)

FOREST PARK

-

2,335,884

-

-

2,335,884

2,335,884

734,205

1,601,679

 

 1997(A)

FAIRVIEW HTS, BELLVILLE RD.

-

11,866,880

1,906,567

-

13,773,447

13,773,447

3,830,506

9,942,941

 

 1998(A)

GENEVA

500,422

12,917,712

33,551

500,422

12,951,263

13,451,685

3,917,589

9,534,096

 

 1996(A)

LAKE ZURICH PLAZA

1,890,319

2,384,921

-

1,890,319

2,384,921

4,275,240

46,319

4,228,921

 

 2005(A)

MATTERSON

950,515

6,292,319

10,527,541

950,514

16,819,861

17,770,375

4,374,251

13,396,123

 

 1997(A)

MT. PROSPECT

1,017,345

6,572,176

3,555,566

1,017,345

10,127,741

11,145,087

3,107,087

8,038,000

 

 1997(A)

MUNDELEIN, S. LAKE

1,127,720

5,826,129

77,350

1,129,634

5,901,565

7,031,199

1,733,268

5,297,931

 

 1998(A)

NORRIDGE

-

2,918,315

-

-

2,918,315

2,918,315

911,659

2,006,656

 

 1997(A)

NAPERVILLE

669,483

4,464,998

80,672

669,483

4,545,670

5,215,153

1,375,403

3,839,751

 

 1997(A)

OTTAWA

137,775

784,269

700,540

137,775

1,484,809

1,622,584

1,008,678

613,906

 

 2008(A)

MARKETPLACE OF OAKLAWN

-

730,213

-

-

730,213

730,213

-

730,213

 

 1998(A)

ORLAND PARK, S. HARLEM

476,972

2,764,775

(2,694,903)

87,998

458,846

546,844

124,381

422,462

 

 1998(A)

OAK LAWN

1,530,111

8,776,631

453,412

1,530,111

9,230,044

10,760,154

2,793,057

7,967,098

13,529,260

 1997(A)

OAKBROOK TERRACE

1,527,188

8,679,108

2,984,607

1,527,188

11,663,715

13,190,903

3,152,747

10,038,155

 

 1997(A)

PEORIA

-

5,081,290

2,403,560

-

7,484,850

7,484,850

2,121,346

5,363,504

 

 1997(A)

FREESTATE BOWL

252,723

998,099

-

252,723

998,099

1,250,822

515,096

735,726

 

 2003(A)



147



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

ROCKFORD CROSSING

4,575,990

11,654,022

(573,184)

4,581,005

11,075,822

15,656,827

797,294

14,859,533

11,036,975

 2008(A)

ROUND LAKE BEACH PLAZA

790,129

1,634,148

534,312

790,129

2,168,460

2,958,589

135,857

2,822,732

 

 2005(A)

SKOKIE

-

2,276,360

9,488,382

2,628,440

9,136,303

11,764,742

2,047,107

9,717,636

6,656,976

 1997(A)

KRC STREAMWOOD

181,962

1,057,740

216,585

181,962

1,274,324

1,456,287

344,414

1,111,873

 

 1998(A)

WOODGROVE FESTIVAL

5,049,149

20,822,993

2,761,340

5,049,149

23,584,333

28,633,482

6,799,965

21,833,517

 

 1998(A)

WAUKEGAN PLAZA

349,409

883,975

2,276,671

349,409

3,160,646

3,510,055

27,704

3,482,351

 

 2005(A)

PLAZA EAST

1,236,149

4,944,597

3,272,562

1,140,849

8,312,459

9,453,308

2,561,710

6,891,598

 

 1995(A)

GREENWOOD

423,371

1,883,421

2,072,464

584,445

3,794,811

4,379,256

2,903,325

1,475,931

 

 1970(C)

GRIFFITH

-

2,495,820

981,912

1,001,100

2,476,632

3,477,732

784,847

2,692,885

 

 1997(A)

LAFAYETTE

230,402

1,305,943

169,272

230,402

1,475,215

1,705,617

1,368,518

337,099

 

 1971(C)

LAFAYETTE

812,810

3,252,269

4,071,550

2,379,198

5,757,431

8,136,629

1,680,139

6,456,489

 

 1997(A)

KRC MISHAWAKA 895

378,088

1,999,079

4,595,648

378,730

6,594,085

6,972,815

702,007

6,270,809

 

 1998(A)

MERRILLVILLE PLAZA

197,415

765,630

387,603

197,415

1,153,233

1,350,648

16,289

1,334,359

 

 2005(A)

SOUTH BEND, S. HIGH ST.

183,463

1,070,401

196,857

183,463

1,267,258

1,450,721

347,983

1,102,738

 

 1998(A)

OVERLAND PARK

1,183,911

6,335,308

142,374

1,185,906

6,475,686

7,661,593

1,857,122

5,804,471

 

 1998(A)

BELLEVUE

405,217

1,743,573

218,844

405,217

1,962,416

2,367,634

1,807,686

559,948

 

 1976(A)

LEXINGTON

1,675,031

6,848,209

5,417,998

1,551,079

12,390,159

13,941,238

4,974,176

8,967,062

 

 1993(A)

PADUCAH MALL, KY

-

924,085

-

-

924,085

924,085

360,535

563,550

 

 1998(A)

HAMMOND AIR PLAZA

3,813,873

15,260,609

6,887,279

3,813,873

22,147,888

25,961,761

5,462,827

20,498,934

 

 1997(A)

KIMCO HOUMA 274, LLC

1,980,000

7,945,784

629,628

1,980,000

8,575,412

10,555,412

2,158,995

8,396,417

 

 1999(A)

CENTRE AT WESTBANK

9,554,230

24,401,082

(276,588)

9,562,645

24,116,080

33,678,724

2,088,031

31,590,693

20,537,853

 2008(A)

LAFAYETTE

2,115,000

8,508,218

9,981,396

3,678,274

16,926,339

20,604,614

4,781,949

15,822,665

 

 1997(A)

111-115 NEWBURY

3,551,989

10,819,763

(4,768,730)

3,551,989

6,051,032

9,603,021

-

9,603,021

 

 2007(A)

493-495 COMMONWEALTH AVENUE

1,151,947

5,798,705

(5,624,239)

746,940

579,474

1,326,414

-

1,326,414

 

 2008(A)

127-129 NEWBURY LLC

2,947,063

8,841,188

(4,903,955)

2,947,063

3,937,233

6,884,295

-

6,884,295

 

 2007(A)

497 COMMONWEALTH AVE.

405,007

1,196,594

657,904

405,007

1,854,497

2,259,505

-

2,259,505

 

 2008(A)

GREAT BARRINGTON

642,170

2,547,830

7,255,207

751,124

9,694,083

10,445,207

3,088,983

7,356,224

 

 1994(A)

SHREWSBURY SHOPPING CENTER

1,284,168

5,284,853

4,625,463

1,284,168

9,910,316

11,194,483

2,210,436

8,984,047

 

 2000(A)

WILDE LAKE

1,468,038

5,869,862

94,065

1,468,038

5,963,927

7,431,964

1,218,443

6,213,521

 

 2002(A)

LYNX LANE

1,019,035

4,091,894

76,423

1,019,035

4,168,317

5,187,352

865,763

4,321,589

 

 2002(A)

CLINTON BANK BUILDING

82,967

362,371

-

82,967

362,371

445,338

224,869

220,469

 

 2003(A)

CLINTON BOWL

39,779

130,716

4,247

38,779

135,963

174,742

67,773

106,969

 

 2003(A)

VILLAGES AT URBANA

3,190,074

6,067

10,505,444

4,828,774

8,872,812

13,701,585

261,339

13,440,246

 

 2003(A)

GAITHERSBURG

244,890

6,787,534

230,545

244,890

7,018,079

7,262,969

1,816,166

5,446,803

 

 1999(A)

HAGERSTOWN

541,389

2,165,555

3,380,081

541,389

5,545,637

6,087,025

2,855,561

3,231,464

 

 1973(C)

SHAWAN PLAZA

4,466,000

20,222,367

10,378

4,466,000

20,232,745

24,698,745

5,575,773

19,122,972

10,845,082

 2008(A)



148



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

LAUREL

349,562

1,398,250

1,030,202

349,562

2,428,452

2,778,014

1,098,041

1,679,973

 

 1995(A)

LAUREL

274,580

1,100,968

283,421

274,580

1,384,389

1,658,969

1,381,615

277,354

 

 1972(C)

LANDOVER CENTER

57,007

-

-

57,007

-

57,007

-

57,007

 

 2003(A)

SOUTHWEST MIXED USE PROPERTY

403,034

1,325,126

306,510

361,035

1,673,635

2,034,670

745,403

1,289,267

 

 2003(A)

NORTH EAST STATION

869,385

-

(869,343)

42

-

42

-

42

 

 2008(A)

OWINGS MILLS PLAZA

303,911

1,370,221

(160,247)

303,911

1,209,973

1,513,885

16,283

1,497,602

 

 2005(A)

PERRY HALL

3,339,309

12,377,339

841,621

3,339,309

13,218,960

16,558,269

3,626,088

12,932,181

 

 2003(A)

TIMONIUM SHOPPING CENTER

6,000,000

24,282,998

15,838,033

7,331,195

38,789,836

46,121,031

11,675,294

34,445,737

7,141,515

 2003(A)

WALDORF BOWL

225,099

739,362

84,327

235,099

813,688

1,048,787

292,234

756,553

 

 2003(A)

WALDORF FIRESTONE

57,127

221,621

-

57,127

221,621

278,749

81,793

196,956

 

 2003(A)

BANGOR, ME

403,833

1,622,331

93,752

403,833

1,716,083

2,119,916

351,343

1,768,574

 

 2001(A)

MALLSIDE PLAZA

6,930,996

18,148,727

(81,583)

6,937,579

18,060,560

24,998,140

2,929,370

22,068,770

15,223,681

 2008(A)

CLAWSON

1,624,771

6,578,142

8,569,423

1,624,771

15,147,565

16,772,336

3,883,619

12,888,717

 

 1993(A)

WHITE LAKE

2,300,050

9,249,607

1,976,664

2,300,050

11,226,271

13,526,321

3,763,598

9,762,723

 

 1996(A)

CANTON TWP PLAZA

163,740

926,150

5,249,730

163,740

6,175,879

6,339,620

263,091

6,076,528

 

 2005(A)

CLINTON TWP PLAZA

175,515

714,279

1,205,884

116,067

1,979,611

2,095,678

284,462

1,811,216

 

 2005(A)

DEARBORN HEIGHTS PLAZA

162,319

497,791

(189,266)

135,889

334,955

470,844

5,791

465,053

 

 2005(A)

FARMINGTON

1,098,426

4,525,723

3,212,039

1,098,426

7,737,761

8,836,188

2,893,358

5,942,830

 

 1993(A)

LIVONIA

178,785

925,818

1,160,112

178,785

2,085,930

2,264,715

1,007,967

1,256,747

 

 1968(C)

MUSKEGON

391,500

958,500

825,035

391,500

1,783,535

2,175,035

1,564,863

610,172

 

 1985(A)

OKEMOS PLAZA

166,706

591,193

1,957,007

166,706

2,548,199

2,714,906

43,537

2,671,369

505,360

 2005(A)

TAYLOR

1,451,397

5,806,263

275,289

1,451,397

6,081,552

7,532,949

2,495,079

5,037,870

 

 1993(A)

WALKER

3,682,478

14,730,060

2,073,718

3,682,478

16,803,778

20,486,256

6,618,768

13,867,488

 

 1993(A)

EDEN PRAIRIE PLAZA

882,596

911,373

570,450

882,596

1,481,823

2,364,419

74,535

2,289,884

 

 2005(A)

FOUNTAINS AT ARBOR LAKES

28,585,296

66,699,024

7,477,790

28,585,296

74,176,814

102,762,110

6,811,780

95,950,330

 

 2006(A)

ROSEVILLE PLAZA

132,842

957,340

4,741,603

132,842

5,698,943

5,831,785

235,740

5,596,045

 

 2005(A)

ST. PAUL PLAZA

699,916

623,966

172,627

699,916

796,593

1,496,509

36,094

1,460,415

 

 2005(A)

CREVE COEUR, WOODCREST/OLIVE

1,044,598

5,475,623

615,905

960,814

6,175,312

7,136,126

1,802,729

5,333,397

 

 1998(A)

CRYSTAL CITY, MI

-

234,378

-

-

234,378

234,378

67,287

167,091

 

 1997(A)

INDEPENDENCE, NOLAND DR.

1,728,367

8,951,101

193,000

1,731,300

9,141,168

10,872,468

2,657,830

8,214,639

 

 1998(A)

NORTH POINT SHOPPING CENTER

1,935,380

7,800,746

345,044

1,935,380

8,145,790

10,081,170

2,274,963

7,806,207

 

 1998(A)

KIRKWOOD

-

9,704,005

11,444,242

-

21,148,247

21,148,247

7,895,134

13,253,114

 

 1998(A)

KANSAS CITY

574,777

2,971,191

274,976

574,777

3,246,167

3,820,944

1,000,021

2,820,922

 

 1997(A)

LEMAY

125,879

503,510

3,828,858

451,155

4,007,092

4,458,247

879,750

3,578,497

 

 1974(C)

GRAVOIS

1,032,416

4,455,514

10,964,529

1,032,413

15,420,046

16,452,459

6,958,203

9,494,256

 

 2008(A)

ST. CHARLES-UNDERDEVELOPED LAND, MO

431,960

-

758,854

431,960

758,855

1,190,814

171,191

1,019,623

 

 1998(A)



149



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

SPRINGFIELD

2,745,595

10,985,778

6,270,097

2,904,022

17,097,448

20,001,470

5,606,035

14,395,435

 

 1994(A)

KMART PARCEL

905,674

3,666,386

4,933,942

905,674

8,600,328

9,506,001

1,595,418

7,910,583

2,143,483

 2002(A)

KRC ST. CHARLES

-

550,204

-

-

550,204

550,204

155,186

395,018

 

 1998(A)

ST. LOUIS, CHRISTY BLVD.

809,087

4,430,514

2,047,226

809,087

6,477,740

7,286,827

1,686,984

5,599,843

 

 1998(A)

OVERLAND

-

4,928,677

723,008

-

5,651,686

5,651,686

1,768,190

3,883,496

 

 1997(A)

ST. LOUIS

-

5,756,736

849,684

-

6,606,420

6,606,420

2,072,851

4,533,569

 

 1997(A)

ST. LOUIS

-

2,766,644

143,298

-

2,909,942

2,909,942

1,057,286

1,852,656

 

 1997(A)

ST. PETERS

1,182,194

7,423,459

6,854,429

1,053,694

14,406,388

15,460,082

7,621,904

7,838,178

 

 1997(A)

SPRINGFIELD,GLENSTONE AVE.

-

608,793

1,853,943

-

2,462,736

2,462,736

585,482

1,877,253

 

 1998(A)

KDI-TURTLE CREEK

11,535,281

-

32,834,833

10,150,881

34,219,233

44,370,114

1,841,567

42,528,547

 

 2004(C)

CHARLOTTE

919,251

3,570,981

1,108,884

919,251

4,679,865

5,599,116

1,693,650

3,905,467

 

 2008(A)

CHARLOTTE

1,783,400

7,139,131

1,521,482

1,783,400

8,660,613

10,444,013

3,270,090

7,173,924

 

 1993(A)

TYVOLA RD.

-

4,736,345

5,081,319

-

9,817,664

9,817,664

6,345,023

3,472,641

 

 1986(A)

CROSSROADS PLAZA

767,864

3,098,881

34,566

767,864

3,133,447

3,901,310

786,438

3,114,872

 

 2000(A)

KIMCO CARY 696, INC.

2,180,000

8,756,865

444,568

2,256,799

9,124,634

11,381,433

2,694,218

8,687,215

 

 1998(A)

LONG CREEK S.C.

4,475,000

-

12,351,880

4,514,100

12,312,780

16,826,880

66,000

16,760,880

13,601,248

 2008(A)

DURHAM

1,882,800

7,551,576

1,616,035

1,882,800

9,167,611

11,050,411

3,149,356

7,901,055

 

 1996(A)

HILLSBOROUGH CROSSING

519,395

-

-

519,395

-

519,395

-

519,395

 

 2003(A)

SHOPPES AT MIDWAY PLANTATION

6,681,212

-

18,541,575

5,403,673

19,819,114

25,222,787

988,032

24,234,755

 

 2005(C)

PARK PLACE

5,461,478

16,163,494

47,281

5,467,809

16,204,446

21,672,255

1,487,646

20,184,609

13,821,500

 2008(A)

MOORESVILLE CROSSING

12,013,727

30,604,173

(56,100)

11,625,801

30,935,999

42,561,800

2,493,006

40,068,794

 

 2007(A)

RALEIGH

5,208,885

20,885,792

12,146,299

5,208,885

33,032,091

38,240,976

10,940,531

27,300,445

 

 1993(A)

WAKEFIELD COMMONS II

6,506,450

-

(2,737,980)

2,357,636

1,410,834

3,768,470

96,471

3,671,999

 

 2001(C)

WAKEFIELD CROSSINGS

3,413,932

-

(3,017,960)

336,236

59,737

395,973

-

395,973

 

 2001(C)

EDGEWATER PLACE

3,150,000

-

10,179,620

3,062,768

10,266,852

13,329,620

587,451

12,742,170

 

 2003(C)

WINSTON-SALEM

540,667

719,655

5,083,635

540,667

5,803,290

6,343,957

2,681,552

3,662,405

5,023,093

 1969(C)

SORENSON PARK PLAZA

5,104,294

-

31,675,453

4,145,628

32,634,119

36,779,747

403,013

36,376,733

 

 2005(C)

LORDEN PLAZA

8,872,529

22,548,382

105,870

8,881,003

22,645,777

31,526,781

1,436,535

30,090,245

23,950,390

 2008(A)

NEW LONDON CENTER

4,323,827

10,088,930

1,221,595

4,323,827

11,310,525

15,634,352

1,775,590

13,858,762

 

 2005(A)

ROCKINGHAM

2,660,915

10,643,660

11,653,575

3,148,715

21,809,435

24,958,150

7,260,476

17,697,673

18,471,058

 2008(A)

BRIDGEWATER NJ

1,982,481

(3,666,959)

9,262,382

1,982,481

5,595,423

7,577,904

3,268,586

4,309,318

 

 1998(C)

BAYONNE BROADWAY

1,434,737

3,347,719

2,825,469

1,434,737

6,173,188

7,607,924

917,897

6,690,027

 

 2004(A)

BRICKTOWN PLAZA

344,884

1,008,941

(307,857)

344,884

701,084

1,045,968

3,895

1,042,073

 

 2005(A)

BRIDGEWATER PLAZA

350,705

1,361,524

1,018,222

350,705

2,379,746

2,730,451

5,335

2,725,116

 

 2005(A)

CHERRY HILL

2,417,583

6,364,094

1,581,275

2,417,583

7,945,370

10,362,952

5,387,078

4,975,874

 

 1985(C)

MARLTON PIKE

-

4,318,534

51,482

-

4,370,016

4,370,016

1,482,434

2,887,582

 

 1996(A)



150



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

CINNAMINSON

652,123

2,608,491

2,496,995

652,123

5,105,486

5,757,609

2,244,614

3,512,995

 

 1996(A)

EASTWINDOR VILLAGE

9,335,011

23,777,978

-

9,335,011

23,777,978

33,112,989

1,139,938

31,973,051

19,320,501

 2008(A)

HILLSBOROUGH

11,886,809

-

(6,880,755)

5,006,054

-

5,006,054

-

5,006,054

 

 2001(C)

HOLMDEL TOWNE CENTER

10,824,624

43,301,494

4,523,264

10,824,624

47,824,758

58,649,382

8,300,916

50,348,466

26,961,764

 2002(A)

HOLMDEL COMMONS

16,537,556

38,759,952

3,095,966

16,537,556

41,855,918

58,393,474

7,917,132

50,476,342

19,843,705

 2004(A)

HOWELL PLAZA

311,384

1,143,159

4,733,041

311,384

5,876,200

6,187,584

170,811

6,016,774

 

 2005(A)

KENVILLE PLAZA

385,907

1,209,864

94

385,907

1,209,958

1,595,865

89,481

1,506,384

 

 2005(A)

STRAUSS DISCOUNT AUTO

1,225,294

91,203

1,552,740

1,228,794

1,640,443

2,869,237

281,604

2,587,633

 

 2002(A)

MAPLE SHADE                   

-

9,970,131

-

-

9,970,131

9,970,131

91,581

9,878,549

 

 2009(A)

NORTH BRUNSWICK

3,204,978

12,819,912

18,463,022

3,204,978

31,282,934

34,487,912

9,395,919

25,091,993

27,855,403

 1994(A)

PISCATAWAY TOWN CENTER

3,851,839

15,410,851

521,195

3,851,839

15,932,046

19,783,885

4,722,970

15,060,915

11,239,793

 1998(A)

RIDGEWOOD

450,000

2,106,566

1,015,675

450,000

3,122,241

3,572,241

1,073,236

2,499,005

 

 1993(A)

SEA GIRT PLAZA

457,039

1,308,010

443,952

457,039

1,751,962

2,209,001

57,954

2,151,047

 

 2005(A)

UNION CRESCENT

7,895,483

3,010,640

25,425,192

8,696,579

27,634,737

36,331,316

1,504,114

34,827,202

 

 2007(A)

WESTMONT

601,655

2,404,604

9,374,724

601,655

11,779,328

12,380,983

3,785,321

8,595,661

 

 1994(A)

WILLOWBROOK PLAZA             

15,320,436

40,277,419

-

15,320,436

40,277,419

55,597,854

405,465

55,192,389

 

 2009(A)

WEST LONG BRANCH PLAZA

64,976

1,700,782

256,257

64,976

1,957,039

2,022,015

8,624

2,013,391

 

 2005(A)

SYCAMORE PLAZA

1,404,443

5,613,270

283,450

1,404,443

5,896,720

7,301,163

1,841,699

5,459,465

 

 1998(A)

PLAZA PASEO DEL-NORTE

4,653,197

18,633,584

714,202

4,653,197

19,347,786

24,000,983

5,782,137

18,218,846

 

 1998(A)

JUAN TABO, ALBUQUERQUE

1,141,200

4,566,817

328,487

1,141,200

4,895,304

6,036,504

1,451,062

4,585,442

 

 1998(A)

DEV-WARM SPRINGS PROMENADE    

7,226,363

19,028,180

-

7,226,363

19,028,180

26,254,543

2,312,168

23,942,376

14,959,962

 2009(A)

COMP USA CENTER

2,581,908

5,798,092

(363,745)

2,581,908

5,434,347

8,016,255

2,577,525

5,438,730

3,225,359

 2006(A)

DEL MONTE PLAZA

2,489,429

5,590,415

(235,545)

2,210,000

5,634,299

7,844,299

819,542

7,024,757

4,253,313

 2006(A)

D'ANDREA MARKETPLACE

11,556,067

29,435,364

-

11,556,067

29,435,364

40,991,432

2,028,476

38,962,955

15,892,719

 2007(A)

KEY BANK BUILDING

1,500,000

40,486,755

-

1,500,000

40,486,755

41,986,755

6,236,284

35,750,472

25,732,261

 2006(A)

BRIDGEHAMPTON

1,811,752

3,107,232

23,857,741

1,858,188

26,918,536

28,776,725

13,150,784

15,625,941

34,776,896

 1972(C)

TWO GUYS AUTO GLASS

105,497

436,714

-

105,497

436,714

542,211

75,630

466,580

 

 2003(A)

GENOVESE DRUG STORE

564,097

2,268,768

-

564,097

2,268,768

2,832,865

393,347

2,439,518

 

 2003(A)

KINGS HIGHWAY

2,743,820

6,811,268

1,338,513

2,743,820

8,149,781

10,893,601

1,585,440

9,308,161

 

 2004(A)

HOMEPORT-RALPH AVENUE

4,414,466

11,339,857

3,155,773

4,414,467

14,495,630

18,910,097

2,143,421

16,766,676

 

 2004(A)

BELLMORE

1,272,269

3,183,547

381,803

1,272,269

3,565,350

4,837,619

634,567

4,203,052

586,541

 2004(A)

STRAUSS CASTLE HILL PLAZA

310,864

725,350

241,828

310,864

967,178

1,278,042

139,599

1,138,443

 

 2005(A)

STRAUSS UTICA AVENUE

347,633

811,144

270,431

347,633

1,081,575

1,429,208

156,110

1,273,098

 

 2005(A)

MARKET AT BAY SHORE

12,359,621

30,707,802

610,185

12,359,621

31,317,987

43,677,608

6,146,435

37,531,173

 

 2006(A)

BARNES AVE & GUN HILL ROAD

6,795,371

-

(1,997,270)

4,798,101

-

4,798,101

-

4,798,101

 

 2007(A)

231 STREET

3,565,239

-

-

3,565,239

-

3,565,239

-

3,565,239

 

 2007(A)



151



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

5959 BROADWAY

6,035,726

-

1,014,372

6,035,726

1,014,372

7,050,098

1,011

7,049,086

4,875,000

 2008(A)

KING KULLEN PLAZA

5,968,082

23,243,404

1,053,452

5,980,130

24,284,808

30,264,938

7,703,615

22,561,323

 

 1998(A)

KDI-CENTRAL ISLIP TOWN CENTER

13,733,950

1,266,050

740,345

5,088,852

10,651,493

15,740,345

433,961

15,306,384

9,755,221

 2004(C)

PATHMARK SC

6,714,664

17,359,161

526,939

6,714,664

17,886,100

24,600,764

2,208,406

22,392,357

7,031,792

 2006(A)

BIRCHWOOD PLAZA COMMACK

3,630,000

4,774,791

167,672

3,630,000

4,942,463

8,572,463

652,989

7,919,474

 

 2007(A)

ELMONT

3,011,658

7,606,066

2,204,704

3,011,658

9,810,769

12,822,428

1,685,665

11,136,762

 

 2004(A)

FRANKLIN SQUARE

1,078,541

2,516,581

3,154,195

1,078,541

5,670,776

6,749,317

749,827

5,999,490

 

 2004(A)

KISSENA BOULEVARD SC

11,610,000

2,933,487

1,519

11,610,000

2,935,006

14,545,006

594,446

13,950,559

 

 2007(A)

HAMPTON BAYS

1,495,105

5,979,320

3,305,932

1,495,105

9,285,253

10,780,357

3,973,241

6,807,116

 

 1989(A)

HICKSVILLE

3,542,739

8,266,375

1,247,458

3,542,739

9,513,833

13,056,572

1,649,896

11,406,676

 

 2004(A)

100 WALT WHITMAN ROAD

5,300,000

8,167,577

12,968

5,300,000

8,180,545

13,480,545

1,080,091

12,400,454

 

 2007(A)

BP AMOCO GAS STATION

1,110,593

-

539

1,110,593

539

1,111,131

-

1,111,131

 

 2007(A)

STRAUSS LIBERTY AVENUE

305,969

713,927

238,695

305,969

952,623

1,258,591

136,753

1,121,838

 

 2005(A)

BIRCHWOOD PLAZA (NORTH & SOUTH)

12,368,330

33,071,495

340,592

12,368,330

33,412,087

45,780,417

3,122,303

42,658,114

14,226,880

 2007(A)

501 NORTH BROADWAY

-

1,175,543

607

-

1,176,150

1,176,150

343,707

832,443

 

 2007(A)

MERRYLANE (P/L)

1,485,531

1,749

539

1,485,531

2,288

1,487,819

85

1,487,734

 

 2007(A)

DOUGLASTON SHOPPING CENTER

3,277,254

13,161,218

3,635,904

3,277,253

16,797,122

20,074,375

2,389,682

17,684,693

 

 2003(A)

STRAUSS MERRICK BLVD

450,582

1,051,359

351,513

450,582

1,402,872

1,853,454

202,485

1,650,969

 

 2005(A)

MANHASSET VENTURE LLC

4,567,003

19,165,808

25,668,777

4,421,939

44,979,649

49,401,589

12,354,833

37,046,755

19,806,787

 1999(A)

MASPETH QUEENS-DUANE READE

1,872,013

4,827,940

931,187

1,872,013

5,759,126

7,631,139

934,606

6,696,533

 

 2004(A)

MASSAPEQUA

1,880,816

4,388,549

964,761

1,880,816

5,353,310

7,234,126

1,022,849

6,211,277

 

 2004(A)

MINEOLA SC

4,150,000

7,520,692

(452,882)

4,150,000

7,067,811

11,217,811

915,361

10,302,450

 

 2007(A)

BIRCHWOOD PARK DRIVE (LAND LOT)

3,507,162

4,126

782

3,507,406

4,665

3,512,071

199

3,511,872

 

 2007(A)

367-369 BLEEKER STREET

1,425,000

4,958,097

(4,581,035)

368,147

1,433,915

1,802,062

135,226

1,666,836

 

 2008(A)

SMITHTOWN PLAZA               

3,528,000

10,877,736

-

3,528,000

10,877,736

14,405,736

49,424

14,356,313

6,695,135

 2009(A)

4452 BROADWAY

12,412,724

-

-

12,412,724

-

12,412,724

-

12,412,724

8,700,000

 2007(A)

92 PERRY STREET

2,106,250

6,318,750

(5,065,752)

516,876

2,842,372

3,359,248

283,039

3,076,209

 

 2008(A)

82 CHRISTOPHER STREET

972,813

2,974,676

377,818

925,000

3,400,306

4,325,306

332,563

3,992,744

2,961,203

 2005(A)

387 BLEEKER STREET

925,000

3,056,933

166,497

925,000

3,223,430

4,148,430

311,008

3,837,422

2,892,617

 2008(A)

19 GREENWICH STREET

1,262,500

3,930,801

377,802

1,262,500

4,308,603

5,571,103

340,396

5,230,707

3,904,189

 2006(A)

PREF. EQUITY 100 VANDAM

5,125,000

16,143,321

838,175

6,435,630

15,670,866

22,106,496

1,309,393

20,797,103

16,400,000

 2006(A)

PREF. EQUITY-30 WEST 21ST STREET

6,250,000

21,974,274

12,029,912

6,250,000

34,004,186

40,254,186

14,982

40,239,204

20,713,296

 2007(A)

AMERICAN MUFFLER SHOP

76,056

325,567

-

76,056

325,567

401,624

56,314

345,310

 

 2003(A)

PLAINVIEW

263,693

584,031

9,795,918

263,693

10,379,949

10,643,642

4,550,793

6,092,848

14,035,344

 1969(C)

POUGHKEEPSIE

876,548

4,695,659

12,696,051

876,548

17,391,710

18,268,258

7,594,585

10,673,673

15,896,109

 1972(C)

STRAUSS JAMAICA AVENUE

1,109,714

2,589,333

596,178

1,109,714

3,185,511

4,295,225

457,224

3,838,001

 

 2005(A)



152



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

SYOSSET, NY

106,655

76,197

1,551,676

106,655

1,627,873

1,734,528

873,484

861,044

 

 1990(C)

STATEN ISLAND

2,280,000

9,027,951

5,267,676

2,280,000

14,295,627

16,575,627

7,981,050

8,594,577

 

 1989(A)

STATEN ISLAND

2,940,000

11,811,964

1,112,357

3,148,424

12,715,896

15,864,321

3,888,244

11,976,077

 

 1997(A)

STATEN ISLAND PLAZA

5,600,744

6,788,460

(3,162,827)

5,600,744

3,625,633

9,226,377

21,516

9,204,861

 

 2005(A)

HYLAN PLAZA

28,723,536

38,232,267

33,513,862

28,723,536

71,746,129

100,469,665

15,921,483

84,548,182

 

 2006(A)

STOP N SHOP STATEN ISLAND

4,558,592

10,441,408

155,848

4,558,592

10,597,256

15,155,848

2,422,696

12,733,152

 

 2005(A)

WEST GATES

1,784,718

9,721,970

(3,333,127)

1,784,718

6,388,843

8,173,561

4,571,787

3,601,774

 

 1993(A)

WHITE PLAINS

1,777,775

4,453,894

2,010,606

1,777,775

6,464,500

8,242,274

1,315,240

6,927,035

3,266,695

 2004(A)

YONKERS

871,977

3,487,909

-

871,977

3,487,909

4,359,886

1,495,629

2,864,257

 

 1998(A)

STRAUSS ROMAINE AVENUE

782,459

1,825,737

610,420

782,459

2,436,158

3,218,616

351,626

2,866,991

 

 2005(A)

AKRON WATERLOO

437,277

1,912,222

4,131,997

437,277

6,044,219

6,481,496

2,770,012

3,711,484

 

 1975(C)

WEST MARKET ST.

560,255

3,909,430

379,484

560,255

4,288,914

4,849,169

2,695,581

2,153,589

 

 1999(A)

BARBERTON

505,590

1,948,135

3,443,425

505,590

5,391,561

5,897,150

3,372,182

2,524,969

 

 1972(C)

BRUNSWICK

771,765

6,058,560

2,120,508

771,765

8,179,068

8,950,833

6,180,254

2,770,579

 

 1975(C)

BEAVERCREEK

635,228

3,024,722

3,053,468

635,228

6,078,190

6,713,418

4,312,083

2,401,335

 

 1986(A)

CANTON

792,985

1,459,031

4,721,075

792,985

6,180,106

6,973,091

4,581,752

2,391,340

 

 1972(C)

CAMBRIDGE

-

1,848,195

1,016,068

473,060

2,391,204

2,864,263

2,064,072

800,191

 

 1973(C)

MORSE RD.

835,386

2,097,600

2,793,362

835,386

4,890,963

5,726,348

3,013,303

2,713,045

 

 1988(A)

HAMILTON RD.

856,178

2,195,520

3,844,830

856,178

6,040,351

6,896,528

3,598,271

3,298,258

 

 1988(A)

OLENTANGY RIVER RD.

764,517

1,833,600

2,340,830

764,517

4,174,430

4,938,947

3,080,981

1,857,966

 

 1988(A)

W. BROAD ST.

982,464

3,929,856

3,177,920

969,804

7,120,436

8,090,240

4,164,051

3,926,190

 

 1988(A)

RIDGE ROAD

1,285,213

4,712,358

10,650,593

1,285,213

15,362,951

16,648,164

5,246,120

11,402,044

 

 1992(A)

GLENWAY AVE

530,243

3,788,189

394,943

530,243

4,183,132

4,713,375

2,664,465

2,048,910

 

 1999(A)

SPRINGDALE

3,205,653

14,619,732

4,814,341

3,205,653

19,434,073

22,639,726

10,144,752

12,494,974

 

 1992(A)

GLENWAY CROSSING

699,359

3,112,047

1,247,339

699,359

4,359,386

5,058,745

942,783

4,115,962

 

 2000(A)

HIGHLAND RIDGE PLAZA

1,540,000

6,178,398

918,079

1,540,000

7,096,477

8,636,477

1,677,025

6,959,451

 

 1999(A)

HIGHLAND PLAZA

702,074

667,463

76,380

702,074

743,843

1,445,917

38,265

1,407,653

 

 2005(A)

MONTGOMERY PLAZA

530,893

1,302,656

3,226,699

530,893

4,529,354

5,060,248

127,981

4,932,267

 

 2005(A)

SHILOH SPRING RD.

-

1,735,836

3,416,292

1,105,183

4,046,946

5,152,128

2,677,802

2,474,326

 

 1969(C)

OAKCREEK

1,245,870

4,339,637

4,168,866

1,149,622

8,604,751

9,754,373

5,657,994

4,096,379

 

 1984(A)

SALEM AVE.

665,314

347,818

5,443,143

665,314

5,790,961

6,456,275

3,248,903

3,207,372

 

 1988(A)

KETTERING

1,190,496

4,761,984

724,754

1,190,496

5,486,738

6,677,234

3,485,940

3,191,294

 

 1988(A)

KENT, OH

6,254

3,028,914

-

6,254

3,028,914

3,035,168

1,674,918

1,360,250

 

 1999(A)

KENT

2,261,530

-

-

2,261,530

-

2,261,530

-

2,261,530

 

 1995(A)

MENTOR

503,981

2,455,926

2,258,691

371,295

4,847,303

5,218,598

2,724,245

2,494,353

 

 1987(A)

MIDDLEBURG HEIGHTS

639,542

3,783,096

29,683

639,542

3,812,779

4,452,321

2,385,109

2,067,211

 

 1999(A)



153



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

MENTOR ERIE COMMONS.

2,234,474

9,648,000

5,383,637

2,234,474

15,031,637

17,266,111

7,521,187

9,744,924

 

 1988(A)

MALLWOODS CENTER

294,232

-

1,184,543

294,232

1,184,543

1,478,775

218,075

1,260,700

 

 1999(C)

NORTH OLMSTED

626,818

3,712,045

35,000

626,818

3,747,045

4,373,862

2,288,657

2,085,205

 

 1999(A)

ORANGE OHIO

3,783,875

-

(2,327,574)

921,704

534,597

1,456,301

-

1,456,301

 

 2001(C)

UPPER ARLINGTON

504,256

2,198,476

8,993,673

1,255,544

10,440,861

11,696,405

6,768,267

4,928,138

 

 2008(A)

WICKLIFFE

610,991

2,471,965

1,653,517

610,991

4,125,482

4,736,473

1,384,417

3,352,056

 

 1995(A)

CHARDON ROAD

481,167

5,947,751

2,530,446

481,167

8,478,196

8,959,364

4,273,484

4,685,880

 

 1999(A)

WESTERVILLE

1,050,431

4,201,616

8,178,028

1,050,431

12,379,644

13,430,075

5,903,826

7,526,249

 

 1988(A)

EDMOND

477,036

3,591,493

77,650

477,036

3,669,143

4,146,179

1,100,534

3,045,645

 

 1997(A)

CENTENNIAL PLAZA

4,650,634

18,604,307

1,218,705

4,650,634

19,823,012

24,473,646

6,261,359

18,212,288

 

 1998(A)

ALBANY PLAZA                  

2,654,000

3,644,257

-

2,654,000

3,644,257

6,298,257

28,042

6,270,215

 

 2009(A)

CANBY SQUARE SHOPPING CENTER  

2,727,000

4,584,680

-

2,727,000

4,584,680

7,311,680

58,342

7,253,338

 

 2009(A)

OREGON TRAIL CENTER           

5,802,422

12,627,204

-

5,802,422

12,627,204

18,429,626

296,038

18,133,588

 

 2009(A)

POWELL VALLEY JUNCTION        

5,062,500

-

-

5,062,500

-

5,062,500

-

5,062,500

 

 2009(A)

MEDFORD CENTER                

8,940,798

13,011,820

-

8,940,798

13,011,820

21,952,618

80,525

21,872,093

 

 2009(A)

KDI-MCMINNVILLE

4,062,327

-

582,036

4,062,327

582,036

4,644,363

-

4,644,363

 

 2006(C)

PIONEER PLAZA                 

952,740

9,853,910

-

952,740

9,853,910

10,806,650

213,224

10,593,426

 

 2009(A)

TROUTDALE MARKET              

1,931,559

3,054,561

-

1,931,559

3,054,561

4,986,120

31,893

4,954,227

 

 2009(A)

ALLEGHENY

-

30,061,177

59,094

-

30,120,271

30,120,271

4,413,513

25,706,758

 

 2004(A)

SUBURBAN SQUARE

70,679,871

166,351,381

4,447,067

71,279,871

170,198,448

241,478,319

17,376,255

224,102,065

99,381,253

 2007(A)

CHIPPEWA

2,881,525

11,526,101

153,289

2,881,525

11,679,391

14,560,916

2,993,647

11,567,269

8,237,055

 2000(A)

BROOKHAVEN PLAZA

254,694

973,318

(61,414)

254,694

911,903

1,166,598

15,662

1,150,936

 

 2005(A)

CARNEGIE

-

3,298,908

17,747

-

3,316,655

3,316,655

850,425

2,466,231

 

 1999(A)

CENTER SQUARE

731,888

2,927,551

1,263,404

731,888

4,190,956

4,922,843

1,675,200

3,247,643

 

 1996(A)

WAYNE PLAZA

6,127,623

15,605,012

45,325

6,133,670

15,644,291

21,777,961

852,410

20,925,551

14,288,894

 2008(A)

CHAMBERSBURG CROSSING

9,090,288

-

25,256,477

8,790,288

25,556,477

34,346,766

1,424,224

32,922,541

 

 2006(C)

EAST STROUDSBURG

1,050,000

2,372,628

1,243,804

1,050,000

3,616,432

4,666,432

2,877,180

1,789,252

 

 1973(C)

RIDGE PIKE PLAZA

1,525,337

4,251,732

(4,108)

1,525,337

4,247,624

5,772,961

471,029

5,301,932

 

 2008(A)

EXTON

176,666

4,895,360

-

176,666

4,895,360

5,072,026

1,255,221

3,816,806

 

 1999(A)

EXTON

731,888

2,927,551

-

731,888

2,927,551

3,659,439

1,000,873

2,658,566

 

 1996(A)

EASTWICK

889,001

2,762,888

3,074,728

889,001

5,837,616

6,726,617

1,821,968

4,904,650

4,418,757

 1997(A)

EXTON PLAZA

294,378

1,404,778

694,534

294,378

2,099,311

2,393,690

56,779

2,336,911

 

 2005(A)

FEASTERVILLE

520,521

2,082,083

38,691

520,521

2,120,774

2,641,295

711,758

1,929,537

 

 1996(A)

GETTYSBURG

74,626

671,630

101,519

74,626

773,149

847,775

747,973

99,802

 

 1986(A)

HARRISBURG, PA

452,888

6,665,238

3,968,043

452,888

10,633,280

11,086,168

6,197,160

4,889,008

 

 2002(A)

HAMBURG

439,232

-

2,023,428

494,982

1,967,677

2,462,660

391,692

2,070,968

2,284,736

 2000(C)



154



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

HAVERTOWN

731,888

2,927,551

-

731,888

2,927,551

3,659,439

1,000,873

2,658,566

 

 1996(A)

NORRISTOWN

686,134

2,664,535

3,355,299

774,084

5,931,884

6,705,968

3,916,253

2,789,715

 

 1984(A)

NEW KENSINGTON

521,945

2,548,322

676,040

521,945

3,224,362

3,746,307

2,868,827

877,480

 

 1986(A)

PHILADELPHIA

731,888

2,927,551

-

731,888

2,927,551

3,659,439

1,000,873

2,658,566

 

 1996(A)

GALLERY, PHILADELPHIA PA

-

-

42,000

-

42,000

42,000

12,385

29,615

 

 1996(A)

PHILADELPHIA PLAZA

209,197

1,373,843

16,952

209,197

1,390,795

1,599,992

22,949

1,577,043

 

 2005(A)

STRAUSS WASHINGTON AVENUE

424,659

990,872

468,821

424,659

1,459,693

1,884,352

210,746

1,673,606

 

 2005(A)

35 NORTH 3RD LLC

451,789

3,089,294

(1,191,893)

451,789

1,897,401

2,349,189

-

2,349,189

 

 2007(A)

1628 WALNUT STREET

912,686

2,747,260

108,543

912,686

2,855,803

3,768,489

-

3,768,489

 

 2007(A)

1701 WALNUT STREET

3,066,099

9,558,521

(4,249,579)

3,066,099

5,308,942

8,375,041

-

8,375,041

 

 2007(A)

120-122 MARKET STREET

752,309

2,707,474

(1,950,272)

912,076

597,435

1,509,510

-

1,509,510

 

 2007(A)

242-244 MARKET STREET

704,263

2,117,182

58,456

704,263

2,175,638

2,879,900

-

2,879,900

 

 2007(A)

1401 WALNUT ST LOWER ESTATE - UNIT A

-

7,001,199

13,910

-

7,015,109

7,015,109

632,199

6,382,910

 

 2008(A)

1401 WALNUT ST LOWER ESTATE

-

32,081,992

(413,640)

-

31,668,353

31,668,353

1,531,716

30,136,637

 

 2008(A)

1831-33 CHESTNUT STREET

1,982,143

5,982,231

(764,763)

1,740,416

5,459,194

7,199,611

-

7,199,611

 

 2007(A)

1429 WALNUT STREET-COMMERCIAL

5,881,640

17,796,661

866,836

5,881,640

18,663,498

24,545,137

826,504

23,718,634

6,949,950

 2008(A)

1805 WALNUT STREET UNIT A

-

17,311,529

(6,331,646)

-

10,979,882

10,979,882

-

10,979,882

 

 2008(A)

RICHBORO

788,761

3,155,044

11,871,207

976,439

14,838,573

15,815,012

7,544,216

8,270,796

9,787,572

 1986(A)

SPRINGFIELD

919,998

4,981,589

3,212,822

919,998

8,194,411

9,114,409

5,362,388

3,752,021

 

 1983(A)

UPPER DARBY

231,821

927,286

5,891,030

231,821

6,818,316

7,050,137

1,830,494

5,219,643

3,471,870

 1996(A)

WEST MIFFLIN

1,468,341

-

-

1,468,341

-

1,468,341

-

1,468,341

 

 1986(A)

WHITEHALL

-

5,195,577

-

-

5,195,577

5,195,577

1,776,266

3,419,311

 

 1996(A)

E. PROSPECT ST.

604,826

2,755,314

1,038,043

604,826

3,793,357

4,398,183

3,053,453

1,344,730

 

 1986(A)

W. MARKET ST.

188,562

1,158,307

-

188,562

1,158,307

1,346,869

1,158,307

188,562

 

 1986(A)

REXVILLE TOWN CENTER

24,872,982

48,688,161

6,105,746

25,678,064

53,988,824

79,666,889

10,189,062

69,477,826

40,930,702

 2006(A)

PLAZA CENTRO - COSTCO

3,627,973

10,752,213

1,558,140

3,866,206

12,072,120

15,938,326

3,738,730

12,199,596

 

 2006(A)

PLAZA CENTRO - MALL

19,873,263

58,719,179

5,923,896

19,408,112

65,108,226

84,516,337

19,725,949

64,790,388

 

 2006(A)

PLAZA CENTRO - RETAIL

5,935,566

16,509,748

2,504,870

6,026,070

18,924,114

24,950,184

5,748,772

19,201,412

 

 2006(A)

PLAZA CENTRO - SAM'S CLUB

6,643,224

20,224,758

2,364,615

6,520,090

22,712,507

29,232,597

12,821,297

16,411,300

 

 2006(A)

LOS COLOBOS - BUILDERS SQUARE

4,404,593

9,627,903

1,400,417

4,461,145

10,971,769

15,432,914

3,586,011

11,846,903

 

 2006(A)

LOS COLOBOS - KMART

4,594,944

10,120,147

764,093

4,402,338

11,076,846

15,479,183

3,743,524

11,735,660

 

 2006(A)

LOS COLOBOS I

12,890,882

26,046,669

3,188,857

13,613,375

28,513,033

42,126,408

7,675,922

34,450,486

 

 2006(A)

LOS COLOBOS II

14,893,698

30,680,556

3,288,418

15,142,301

33,720,372

48,862,673

9,164,048

39,698,624

 

 2006(A)

WESTERN PLAZA - MAYAQUEZ ONE

10,857,773

12,252,522

1,320,305

11,241,993

13,188,607

24,430,600

3,458,171

20,972,429

 

 2006(A)

WESTERN PLAZA - MAYAGUEZ TWO

16,874,345

19,911,045

1,683,825

16,872,647

21,596,567

38,469,215

5,674,791

32,794,424

 

 2006(A)

MANATI VILLA MARIA SC

2,781,447

5,673,119

420,013

2,606,588

6,267,991

8,874,579

3,289,277

5,585,302

 

 2006(A)



155



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

PONCE TOWN CENTER

14,432,778

28,448,754

3,511,527

14,903,024

31,490,035

46,393,059

4,660,111

41,732,948

23,857,532

 2006(A)

TRUJILLO ALTO PLAZA

12,053,673

24,445,858

3,184,847

12,289,288

27,395,091

39,684,379

9,584,641

30,099,738

 

 2006(A)

MARSHALL PLAZA, CRANSTON RI

1,886,600

7,575,302

1,690,274

1,886,600

9,265,576

11,152,176

2,850,605

8,301,571

 

 1998(A)

CHARLESTON

730,164

3,132,092

17,494,613

730,164

20,626,705

21,356,869

4,105,183

17,251,686

 

 1978(C)

CHARLESTON

1,744,430

6,986,094

4,248,185

1,744,430

11,234,279

12,978,709

3,741,326

9,237,383

 

 1995(A)

FLORENCE

1,465,661

6,011,013

249,832

1,465,661

6,260,845

7,726,506

1,936,917

5,789,589

 

 1997(A)

GREENVILLE

2,209,812

8,850,864

713,887

2,209,811

9,564,752

11,774,563

2,918,422

8,856,141

 

 1997(A)

CHERRYDALE POINT              

5,801,948

32,036,659

-

5,801,948

32,036,659

37,838,608

183,471

37,655,136

37,053,135

 2009(A)

NORTH CHARLESTON

744,093

2,974,990

257,733

744,093

3,232,723

3,976,815

804,047

3,172,768

1,494,869

 2000(A)

N. CHARLESTON

2,965,748

11,895,294

1,779,697

2,965,748

13,674,991

16,640,739

3,959,447

12,681,292

 

 1997(A)

MADISON

-

4,133,904

2,753,590

-

6,887,494

6,887,494

5,081,202

1,806,292

 

 1978(C)

HICKORY RIDGE COMMONS

596,347

2,545,033

21,750

596,347

2,566,783

3,163,130

624,464

2,538,667

 

 2000(A)

TROLLEY STATION

3,303,682

13,218,740

81,521

3,303,682

13,300,261

16,603,943

3,829,571

12,774,372

9,108,615

 1998(A)

RIVERGATE STATION

7,135,070

19,091,078

1,908,926

7,135,070

21,000,004

28,135,074

5,116,104

23,018,970

14,158,564

 2004(A)

MARKET PLACE AT RIVERGATE

2,574,635

10,339,449

1,188,353

2,574,635

11,527,802

14,102,437

3,441,009

10,661,428

 

 1998(A)

RIVERGATE, TN

3,038,561

12,157,408

4,512,454

3,038,561

16,669,861

19,708,423

4,323,517

15,384,905

 

 1998(A)

CENTER OF THE HILLS, TX

2,923,585

11,706,145

1,012,556

2,923,585

12,718,701

15,642,286

3,766,887

11,875,399

10,334,642

 2008(A)

ARLINGTON

3,160,203

2,285,378

-

3,160,203

2,285,378

5,445,582

712,393

4,733,189

 

 1997(A)

DOWLEN CENTER

2,244,581

-

(801,691)

484,828

958,062

1,442,890

-

1,442,890

 

 2002(C)

BURLESON

9,974,390

810,314

(9,405,246)

1,373,692

5,767

1,379,459

-

1,379,459

 

 2000(C)

BAYTOWN

500,422

2,431,651

755,982

500,422

3,187,633

3,688,055

938,408

2,749,647

 

 1996(A)

LAS TIENDAS PLAZA

8,678,107

-

23,919,064

7,943,925

24,653,246

32,597,171

482,961

32,114,210

 

 2005(C)

CORPUS CHRISTI, TX

-

944,562

3,208,000

-

4,152,562

4,152,562

894,172

3,258,389

 

 1997(A)

DALLAS

1,299,632

5,168,727

7,497,651

1,299,632

12,666,378

13,966,010

9,913,487

4,052,523

 

 1969(C)

MONTGOMERY PLAZA

6,203,205

-

44,484,558

6,203,205

44,484,558

50,687,763

3,885,950

46,801,812

 

 2003(C)

PRESTON LEBANON CROSSING

13,552,180

-

27,279,295

12,163,694

28,667,781

40,831,475

-

40,831,475

 

 2006(C)

KDI-LAKE PRAIRIE TOWN CROSSING

7,897,491

-

23,912,299

6,783,464

25,026,326

31,809,789

389,959

31,419,830

26,834,817

 2006(C)

CENTER AT BAYBROOK

6,941,017

27,727,491

4,557,283

7,063,186

32,162,604

39,225,791

8,708,377

30,517,414

 

 1998(A)

HARRIS COUNTY

1,843,000

7,372,420

1,517,404

2,003,260

8,729,564

10,732,824

2,616,096

8,116,728

 

 1997(A)

CYPRESS TOWNE CENTER

6,033,932

-

(1,612,669)

2,251,666

2,169,596

4,421,263

-

4,421,263

 

 2003(C)

SHOPS AT VISTA RIDGE

3,257,199

13,029,416

373,296

3,257,199

13,402,711

16,659,911

4,048,463

12,611,447

5,962,511

 1998(A)

VISTA RIDGE PLAZA

2,926,495

11,716,483

2,209,345

2,926,495

13,925,829

16,852,323

4,063,943

12,788,380

5,962,511

 1998(A)

VISTA RIDGE PHASE II

2,276,575

9,106,300

632,572

2,276,575

9,738,872

12,015,447

2,663,677

9,351,771

5,962,511

 1998(A)

SOUTH PLAINES PLAZA, TX

1,890,000

7,555,099

33,159

1,890,000

7,588,258

9,478,258

2,347,593

7,130,665

 

 1998(A)

MESQUITE

520,340

2,081,356

897,593

520,340

2,978,950

3,499,289

1,078,251

2,421,038

 

 1995(A)

MESQUITE TOWN CENTER

3,757,324

15,061,644

1,887,197

3,757,324

16,948,841

20,706,165

5,105,770

15,600,395

 

 1998(A)



156



Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

NEW BRAUNSFELS

840,000

3,360,000

-

840,000

3,360,000

4,200,000

561,121

3,638,879

 

 2003(A)

KDI-HARMON TOWNE CROSSING

7,815,750

187,300

(1,887,488)

5,736,003

379,559

6,115,562

-

6,115,562

3,421,331

 2007(C)

PARKER PLAZA

7,846,946

-

-

7,846,946

-

7,846,946

-

7,846,946

 

 2005(C)

PLANO

500,414

2,830,835

-

500,414

2,830,835

3,331,249

956,272

2,374,977

 

 1996(A)

SOUTHLAKE OAKS

3,011,260

7,703,844

(162,151)

3,016,617

7,536,336

10,552,953

1,660,700

8,892,254

6,409,971

 2008(A)

WEST OAKS

500,422

2,001,687

26,291

500,422

2,027,978

2,528,400

718,438

1,809,962

 

 1996(A)

OGDEN

213,818

855,275

4,279,007

850,699

4,497,401

5,348,100

1,701,110

3,646,990

 

 1967(C)

PENTAGON CENTRE               

50,308,686

66,719,570

-

50,308,686

66,719,570

117,028,256

431,083

116,597,173

83,169,235

 2009(A)

COLONIAL HEIGHTS

125,376

3,476,073

190,178

125,376

3,666,251

3,791,627

918,519

2,873,108

 

 1999(A)

OLD TOWN VILLAGE

4,500,000

41,569,735

(2,317,143)

4,500,000

39,252,591

43,752,591

-

43,752,591

 

 2007(A)

MANASSAS

1,788,750

7,162,661

360,474

1,788,750

7,523,135

9,311,885

2,380,999

6,930,886

 

 1997(A)

RICHMOND

82,544

2,289,288

280,600

82,544

2,569,889

2,652,432

514,366

2,138,066

 

 1999(A)

RICHMOND

670,500

2,751,375

-

670,500

2,751,375

3,421,875

1,029,649

2,392,225

 

 1995(A)

VALLEY VIEW SHOPPING CENTER

3,440,018

8,054,004

93,452

3,440,018

8,147,456

11,587,475

1,178,869

10,408,606

 

 2004(A)

POTOMAC RUN PLAZA

27,369,515

48,451,209

(1,327,115)

27,369,515

47,124,094

74,493,609

3,475,395

71,018,214

43,810,133

 2008(A)

MANCHESTER SHOPPING CENTER

2,722,461

6,403,866

639,555

2,722,461

7,043,421

9,765,882

1,893,248

7,872,635

 

 2004(A)

AUBURN NORTH

7,785,841

18,157,625

60,221

7,785,841

18,217,846

26,003,688

2,909,825

23,093,863

 

 2007(A)

GARRISON SQUARE               

1,582,500

2,082,412

-

1,582,500

2,082,412

3,664,912

79,427

3,585,485

 

 2009(A)

CHARLES TOWN

602,000

3,725,871

11,081,315

602,000

14,807,186

15,409,186

7,590,580

7,818,606

 

 1985(A)

RIVERWALK PLAZA

2,708,290

10,841,674

324,415

2,708,290

11,166,089

13,874,379

3,090,177

10,784,202

 

 1999(A)

BLUE RIDGE

12,346,900

71,529,796

1,288,106

16,931,146

68,233,656

85,164,802

12,656,377

72,508,425

16,751,644

 2005(A)

BRAZIL - VALINHOS

5,204,507

14,997,200

17,960,449

3,393,217

34,768,939

38,162,156

(22,826)

38,184,982

 

 2008 (C)

BRAZIL - HORTOLANDIA

2,281,541

-

1,175,636

2,950,195

506,982

3,457,177

2,116

3,455,061

 

 2008 (C)

BRAZIL - RIO CLARO

1,300,000

-

4,503,495

1,754,318

4,049,177

5,803,495

-

5,803,495

 

 2009 (C)

CHILE- VINA DEL MAR

11,096,948

720,781

4,968,235

14,703,361

2,082,603

16,785,964

-

16,785,964

 

 2008 (C)

CHILE - VICUNA MACKENA

362,556

5,205,439

(645,396)

59,697

4,862,902

4,922,599

-

4,922,599

 

 2008 (C)

CHILE - EKONO

414,730

-

628,106

430,103

612,733

1,042,836

12,296

1,030,540

 

 2008 (C)

PERU- LIMA

811,916

-

1,902,522

899,413

1,815,025

2,714,438

-

2,714,438

 

 2008 (C)

MEXICO-GIGANTE ACQ

7,568,417

19,878,026

(4,065,808)

5,749,814

17,630,821

23,380,635

2,041,878

21,338,757

 

 2007(A)

MEXICO- HERMOSILLO

11,424,531

-

23,512,926

11,594,254

23,343,203

34,937,457

-

34,937,457

 

 2008 (C)

MEXICO-LINDAVISTA

19,352,453

-

23,194,492

15,782,070

26,764,875

42,546,945

816,038

41,730,907

 

 2006(C)

MEXICO-MOTOROLA

47,272,528

-

41,678,493

38,799,415

50,151,606

88,951,021

-

88,951,021

 

 2006(C)

MEXICO-MULTIPLAZA OJO DE AGUA

4,089,067

-

9,954,782

4,141,598

9,902,251

14,043,849

142,359

13,901,490

 

 2008(A)

MEXICO-NON ADM GRAND PLZ CANCUN

13,976,402

30,219,719

(7,286,855)

3,401,420

33,507,846

36,909,266

2,868,534

34,040,732

 

 2007(A)

MEXICO-NON ADM LAGO REAL

11,336,743

-

5,407,003

9,314,732

7,429,014

16,743,746

-

16,743,746

 

 2007(A)

MEXICO-NON ADM LOS CABOS

10,873,070

1,257,517

8,422,291

8,908,688

11,644,190

20,552,878

446,650

20,106,228

 

2007(A)



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Table of Contents


 

 INITIAL COST

 

 

 

 

 

 

 

 

PROPERTIES

LAND

BUILDING
&
IMPROVEMENT

SUBSEQUENT
TO
ACQUISITION

LAND

BUILDING
&
IMPROVEMENT

TOTAL

ACCUMULATED
DEPRECIATION

TOTAL COST,
NET OF ACCUMULATED
DEPRECIATION

ENCUMBRANCES

DATE OF
CONSTRUCTION(C)
ACQUISITION(A)

 

 

 

 

 

 

 

 

 

 

 

MEXICO-NON BUS ADM-MULT.CANCUN

4,471,987

-

9,665,527

4,529,438

9,608,076

14,137,514

-

14,137,514

 

 2008(A)

MEXICO-NUEVO LAREDO

10,627,540

-

18,685,609

8,518,878

20,794,271

29,313,149

1,315,844

27,997,305

 

 2006(C)

MEXICO-PACHUCA WAL-MART

3,621,985

-

4,655,508

3,092,950

5,184,543

8,277,493

963,277

7,314,216

 

 2005(C)

MEXICO-PLAZA CENTENARIO

3,388,861

-

3,812,529

2,635,086

4,566,304

7,201,390

1,996

7,199,394

 

 2007(A)

MEXICO-PLAZA SAN JUAN

9,631,035

-

(904,627)

7,797,936

928,472

8,726,408

150,177

8,576,231

 

 2006(C)

MEXICO-PLAZA SORIANA

2,639,975

346,945

200,042

2,326,404

860,558

3,186,962

-

3,186,962

 

 2007(A)

MEXICO- RHODESIA

3,924,464

-

7,391,888

4,421,461

6,894,891

11,316,352

-

11,316,352

 

 2009(C)

MEXICO-RIO BRAVO HEB

2,970,663

-

9,993,736

2,684,235

10,280,164

12,964,399

219,318

12,745,081

 

 2008(A)

MEXICO-SALTILLO II

11,150,023

-

15,597,419

9,232,446

17,514,996

26,747,442

2,373,003

24,374,439

 

 2005(C)

MEXICO-SAN PEDRO

3,309,654

13,238,616

(3,503,836)

3,373,264

9,671,170

13,044,434

2,384,729

10,659,705

 

 2006(A)

MEXICO-TAPACHULA

13,716,428

-

15,909,025

10,783,208

18,842,245

29,625,453

89,225

29,536,228

 

 2007(A)

MEXICO-WALDO ACQ

8,929,278

16,888,627

(4,625,997)

6,993,417

14,198,491

21,191,908

1,106,609

20,085,299

 

 2007(A)

MEXICO - TIJUANA 2000

1,200,000

-

132,745

1,332,745

-

1,332,745

-

1,332,745

 

 2009 (A)

 BALANCE OF PORTFOLIO

133,248,688

4,492,127

3,389,727

3,981,205

137,149,338

141,130,542

27,647,728

113,482,815

 

 

 TOTALS

 

 

1,757,647,776

2,060,641,516

6,821,699,983

8,882,341,499

1,343,148,498

7,539,193,001

1,434,080,071

 




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Table of Contents

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


Buildings

 

15 to 50 years

Fixtures, building, leasehold and tenant improvements

 

Terms of leases or useful

(including certain identified intangible assets)

 

lives, whichever is shorter





The aggregate cost for Federal income tax purposes was approximately $7.6 billion at December 31, 2009.


The changes in total real estate assets for the years ended December 31, 2009, 2008 and 2007, are as follows:


 

 

2009

2008

2007

 

Balance, beginning of period

7,818,916,120 

7,325,034,819 

6,001,319,025 

 

Acquisitions

7,136,240 

194,097,146 

1,113,409,534 

 

Improvements

243,347,237 

242,545,745 

497,102,382 

 

Transfers from (to) unconsolidated joint ventures

933,714,955 

194,579,632 

67,572,307 

 

Sales

(48,893,544)

(123,943,216)

(312,051,273)

 

Assets held for sale

(5,498,006)

(33,817,156)

 

Adjustment of fully depreciated assets

(19,779,509)

-

-

 

Adjustment of property carrying values

(52,100,000)

(7,900,000)

(8,500,000)

 

Balance, end of period

8,882,341,499 

7,818,916,120 

7,325,034,819 


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


 

 

2009

2008

2007

 

Balance, beginning of period

1,159,664,489 

977,443,829 

806,670,237 

 

Depreciation for year

209,999,870 

187,779,442 

171,109,963 

 

Transfers from (to) unconsolidated joint ventures

1,727,895 

2,899,587 

8,358,844 

 

Sales

(8,464,247)

(7,595,547)

(7,474,603)

 

Adjustment of fully depreciated assets

(19,779,509)

-

-

 

Assets held for sale

(862,822)

(1,220,612)

 

Balance, end of period

1,343,148,498 

1,159,664,489 

977,443,829 


Reclassifications:

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



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Table of Contents


KIMCO REALTY CORPORATION AND SUBSIDIARIES

Schedule IV - Mortgage Loans on Real Estate

As of December 31, 2009

(in thousands)


Type of
Loan/Borrower

Description

Location (3)

Interest Accrual Rates

Interest  Payment Rates

Final
Maturity Date

Periodic
Payment
Terms (1)

Prior
Liens

Face Amount
of Mortgages
or Maximum
Available
Credit (2)

Carrying
Amount
of Mortgages
(2)(3)

 

 

 

 

 

 

 

 

 

 

Mortgage Loans:

 

 

 

 

 

 

 

 

 

Borrower A

Apartments

Montreal, Quebec

8.50%

8.50%

6/27/2013

I

$      -

$  23,800

$  22,394

Borrower B

Medical Center

Bayonne, NJ

 Libor + 4%

 Libor + 4%

4/17/2009

I

-

17,500

13,000

Borrower C

Medical Center

New York, NY

Libor + 3.25%

or

Prime +1.75%

Libor + 3.25%

or

Prime +1.75%

10/19/2012

I

-

18,000

9,000

Borrower D

Retail Development

Ontario, Canada

8.50%

8.50%

4/13/2010

I

-

16,906

15,910

Borrower E

Retail

Arboledas, Mexico

8.10%

8.10%

12/31/2012

I

-

13,000

6,063

Borrower F

Retail

Toronto, Canada

12.00%

12.00%

3/1/2010

I

-

7,590

5,969

Borrower G

Retail

Guadalajara, Mexico

12.00%

12.00%

9/1/2016

I

-

8,026

5,549

Borrower H

Retail

Miami, FL

7.57%

7.57%

6/1/2019

I

-

6,509

4,381

Borrower I

Retail

Guadalajara, Mexico

12.00%

12.00%

9/1/2016

I

-

5,307

4,162

Individually < 3%

 

 

 

 

 

 

-

46,195

37,007

 

 

 

 

 

 

 

 

162,833

123,435

Lines of Credit:

 

 

 

 

 

 

 

 

 

Individually < 3%

 

 

 

 

 

 

-

7,067

3,604

 

 

 

 

 

 

 

 

 

 

Other:

 

 

 

 

 

 

 

 

 

Individually < 3%

 

 

 

 

 

 

-

8,959

4,038

 

 

 

 

 

 

 

 

 

 

Capitalized loan costs

 

 

 

 

 

 

 

 

255

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

$ 178,859

$ 131,332


(1)  I = Interest only

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

(3)  The aggregate cost for Federal income tax purposes is $131,332


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


For a reconciliation of mortgage and other financing receivables from January 1, 2007 to December 31, 2009 see Note 10 of the Notes to Consolidated Financial Statements included in this annual report of Form 10K.



160